RADIANT TECHNOLOGY CORP
10-K, 2001-01-02
INDUSTRIAL PROCESS FURNACES & OVENS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-K

                 Annual Report pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

For the Fiscal Year ended                                Commission File Number
September 30, 2000                                              0 - 10125

                         Radiant Technology Corporation
           (Exact name of the registrant as specified in its charter)

  California                                                     95-2800355
------------------                                             --------------
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                         identification number)

              1335 South Acacia Avenue, Fullerton, California 92831
               (Address of principal executive offices)(zip code)

Registrant Telephone Number, including area code:    (714) 991-0200

Securities registered pursuant to section 12 (b) of the act:   None

Securities registered pursuant to section 12 (g) of the Act:   Common
                                                stock, without par value

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange act of
1934 during the preceding 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 --- ---

         The aggregate market value of the voting stock held by non-affiliates
of the registrant was $ 1,906,678 as of November 30,2000.

         Applicable only to registrants involved in bankruptcy proceedings
during the preceding five years: Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by section 12, 13, or
15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes X No --- ---

         The number of shares of the registrant's common stock, no par value,
outstanding as of November 30, 2000 was 1,906,678.
<PAGE>

         Documents incorporated by reference. Part III Items 10 through 13 of
this Form 10-K are incorporated by reference to the registrant's definitive
proxy statement for the Annual Meeting of Shareholders to be held on April 19,
2001.

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.


                                     PART 1
                                     ------

ITEM 1 BUSINESS
       ---------

         Radiant Technology Corporation (RTC) was incorporated in California in
1972. Our initial public offering (IPO) was in 1979. The Company is engaged in
the marketing, design, manufacture and service of highly precision thermal
processing systems that are primarily used by manufacturers of microelectronic
componentry. The Company's conveyorized (belt) ovens and furnaces are in
worldwide demand to meet ever-changing process requirements in the semiconductor
packaging, flat panel display, hybrid thick film firing, multichip module,
photovoltaic (solar cell) and printed circuit board assembly industries.

         To obtain financial growth and stability we concentrate on managing the
following key elements of its business:

Technological Leadership: We are constantly in contact with our customers
soliciting their input for both continued product improvement and new product
development. We encourage customers anticipating new thermal processing
requirements to contact us regarding their new opportunities and needs.

Customer Diversity: Customers from different facets of the electronics industry
are sought and maintained. As demand for the various manufacturing elements in
the electronics high technology industry shifts, RTC works to position itself to
be ready to be immediately responsive to changing market emphasis.

Service: We concentrate on providing timely, high quality, responsiveness to its
customer base. Most service concerns are handled by Phone, FAX or E-mail
immediately. Customer Service Engineers, when needed, are dispatched within the
day. Internationally, we retains Sales/Service representatives, factory trained,
to provide the same level of dedication in placing the concerns and needs of the
customer first. Modems are installed in customers equipment, making it possible
to analyze and implement customer requests online from Company headquarters.

MARKETS AND PRODUCTS:

The nature and high intensity of the infrared heat produced in our furnaces
permits a high rate of heat absorption by the electronic parts processed through
them, making them more adaptable to the exacting tolerances and high-speed
heating requirements of certain industrial users. Since these ovens and furnaces
can be brought up to operating temperatures in a shorter time span, operating at
a faster conveyor belt speed, require less floor space and use less electric
energy, operating costs are significantly lower than for conventional ovens and
furnaces.
<PAGE>

     Our near  infrared  processing  systems are  principally  in demand for the
following applications:

Semiconductor Packaging: In recent years, flip chip packaging technology has
gained widespread acceptance. The first process, called wafer bumping, involves
a reflow solder process to form the solder balls on all of the input/output
(I/O) pads on the wafer. Because of the extremely small geometries involved, in
some instances this process is best accomplished in a hydrogen atmosphere. RTC
offers a high temperature furnace for this application, equipped with the
hydrogen package, providing a re-flow process in a 100% hydrogen atmosphere. For
a second process, called "chip joining", RTC offers both a near infrared or
forced convection oven. RTC's D-series ovens are well suited for low temperature
curing applications such as "under-fill" epoxy or curing epoxy glob tops for
chip on board manufacturers.

For more traditional chip packaging technologies, RTC offers an AG-series
furnace designed specifically for the silver-glass die-attach process. A
critical thermal profile is required to achieve the proper mechanical and
thermal properties of the silver-glass material. Other packaging thermal
processes such as final lid sealing (metal or glass) and lead frame embed or pin
brazing are easily accomplished in RTC's furnaces.

Photovoltaics: For well over a decade, RTC has been the major supplier of
sintering furnaces used by photocell manufacturers for firing metallized inks to
form the front-side contacts and the back-side fields on the individual solar
cells. The product ideally suited for sintering of the metallized inks is our
C-series furnace. In recent years, RTC customers have been using a special
version of our furnaces for phosphorus diffusion. An extremely precise thermal
process is required for phosphorus diffusion as this step ultimately determines
the cell's efficiency in generating power when exposed to sunlight.

Flat Panel Display: While the flat panel display market has been primarily in
Japan, it is a relatively new market for US equipment manufacturers. RTC has
developed, in close cooperation with a flat panel manufacturer, one of the first
US built systems for processing large glass panels. The RTC furnace can handle
glass panels up to 58 inches wide. In addition to the challenges of achieving
uniform heating over the entire panel, there were unique mechanical challenges
for handling the large glass panels while loading and unloading the furnace.

Printed Circuit Board: RTC offers both infrared and forced convection heating
technology for printed circuit board assembly. These ovens are used for mass
reflow soldering of surface mount components to a printed circuit assembly.

Hybrid Thick Film: Hybrid thick film technology involves the firing of various
types of "inks" screen printed on ceramic substrates to form conductors and
resistors. Precise thermal profiles are required to achieve the desired resistor
value, or electrical properties of the conductors. RTC offers furnaces for
firing thick film inks in air, and for firing thick film materials in a
controlled, inert atmosphere having a low oxygen content.

All systems use PCs to provide appropriate man/machine interface with embedded
microprocessors achieving precise control of thermal operations. Such functions
as power, temperature, belt speed, process gas measurement, profiling,
maintenance requirements, data logging, local and remote communications
diagnostics and operation, and computer integrated manufacturing with SECS/GEM
interface are available.
<PAGE>


MARKETING, SALES AND CUSTOMERS

         We sell our products throughout the world, primarily to organizations
engaged in the microelectronics manufacturing. RTC maintains direct sales
offices in the United States. Internationally the Company is represented through
independent sales/service organizations. Note 1 to the Financial Statements
depicts a breakdown of international sales.

         Customers evaluate furnace vendors on their technological leadership
resulting in high process yield of material produced. This primary benefit
combined with high up time, low meantime between failure, MTBF, quick reliable
service and spare parts response time combine to produce low cost of equipment
ownership.

     Two   customers,   AMD  and  Astro  Power   accounted  for  17%,  and  15%,
respectively,  of RTC's revenue in fiscal year 2000. In 1999, they were: AMD 18%
and AVX 13%. In 1998, they were: AMD 18%, Astro Power 11% and Plasmaco 11%.

         The Company does not experience a seasonal demand for its product.
Rather the demand for product, as above, is dependent on the demand for new
manufacturing equipment.

BACKLOG

         We regard as backlog all signed purchase orders received from customers
for delivery at specified dates. At September 30, 2000, the backlog was
$3,203,427 vs. $595,401 in 1999, and $796,430 in 1998. This backlog of orders
will be completed over a three to five month period. There can be no assurance
that backlog will be replicated or increased or translated into higher revenues
in the future. The success of our business depends on a multitude of factors
that are out of our control.

RESEARCH AND DEVELOPMENT

         Research and Development expenses are charged to specific product
enhancement activities and new product development. Research and Development
expenses were $230,599, $282,766, and $250,964 in fiscal 2000, 1999 and 1998,
respectively, which represents primarily the development of three new products,
which it hopes will provide significant value to future years income. It is more
ideal, theoretically, to have this many new products developed over a longer
period of time. However, the opportunities of the market place dictated
dedication to increased product development at this time.

COMPETITION

         We confront competition from two primary domestic companies: BTU
International, and Sierra-Therm. There are numerous other competitors both
domestically and internationally.

         We believe that we are one of the principal manufacturers of
conveyorized, controlled atmosphere, variable speed, high temperature infrared
furnaces used in the manufacture of precision, microelectronic circuitry for the
semiconductor, solar cell, hybrid micro circuits and general electronic
industries. The competitive environment in the market for ovens and furnaces is
based on superior technology, design and delivery and ultimate cost of ownership
over initial purchase price. The Company believes that its higher temperature
near infrared products are more technologically advanced than that of the
conventional products of its competitors. The Company has patents issued and
pending covering the basic technology involved in the principal markets. See
"Patents" below.
<PAGE>

MATERIAL

         We purchase raw materials, mechanical parts and electronic components.
It manufactures most of its sheet metal and some mechanical and electronic
components. Alternative sources of material exist for nearly all parts,
components and materials. We have selected a single source supplier for much of
its electronic componentry, due to high levels of quality and service. Should
this favorable condition degenerate, an alternative supplier can be found but
not without initial extra cost expenditures.

PATENTS

         We own a number of current patents on its products issued from 1983 to
1997. It also has patents pending. Its patents are the result of its creative
energies and innovative technology. RTC believes that it must continually work
to maintain technological leadership for its customer base. We further believe
that patents may prove creativity and provide competitive hurdles. However, it
is primarily attention to customer service with high quality products, produced
in a timely manner, ultimately providing the customer with low cost of ownership
that provide us our most competitive strength.

Three important patents relate to RTC's infrared furnace and oven products.
Patent No. 4,477,718 for Infrared Furnaces with Controlled Environment is
effective for seventeen years beginning October 16, 1984. Patent No. 4,517,448
for infrared Furnaces with Atmosphere Control Capability is effective for
seventeen years beginning May 14, 1985. Patent No. 4,987,364 - A Furnace
Assembly for Reflowing Solder is effective for seventeen years beginning March
5, 1991.

TRADEMARKS

         We have registered trademark No. 1425668, "RTC radiant technology
corporation", with the United Stated patent and Trademark Office on January 20,
1987. The trademark is in force for twenty years. The Company registered
trademark No. 1556707, "MEZZANINE", with the United States Patent and Trademark
Office on September 19, 1989. The trademark is in force for twenty years.

EMPLOYEES

         We employed 49 full-time individuals as of November 30, 2000.

WARRANTY

         We warrant our ovens and furnaces against defects existing at the time
of shipment for material and workmanship under normal use and service for a
period of one year on parts, and for ninety days on labor after shipment to an
original user. Under this warranty, the Company will provide, F.O.B. Anaheim,
repair or replacement, at its own cost, any heating elements, SCR control
packages, printed circuit boards, components, and conveyor speed controls
(including digital readouts) which, within the warranty period, are proved to
the satisfaction of the Company to have been defective.

GOVERNMENTAL REGULATIONS

         The operations of the Company are subject to various federal and state
laws and regulations. Management believes the Company is in substantial
compliance with all applicable laws and regulations. The cost of compliance has
not been a significant burden to the Company.
<PAGE>

ITEM 2. PROPERTIES
        ----------

         Our executive offices and manufacturing facility are located in a
quality industrial park where expansion may be possible.

         The 25,000 square foot building is leased for 5 years with an option to
renew for an additional 5 years. See Note 8 to the financial Statements, for
more detail.


ITEM 3. LEGAL PROCEEDINGS
        -----------------

     There are no legal proceedings pending at the time of this report.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        ---------------------------------------------------

     No matters were  submitted to a vote of security  holders during the fourth
quarter of FY 2000.


                                    PART II
                                    -------


ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTER
        ---------------------------------------------------------------------

     The Company's  common stock is quoted on the OTC Bulletin Board.  The table
below sets forth the representative high and low bid prices for the common stock
during each calendar  period  indicated.  The Quotations  represent  interdealer
prices without  adjustments for retail  mark-ups,  mark-downs or commissions and
consequently do not necessarily reflect actual transactions.
<TABLE>
<CAPTION>

        Year Ended
        September 30
                                              2000                              1999
                                       HIGH             LOW             HIGH               LOW
        <S>                             <C>             <C>             <C>                <C>

        1st Quarter.................   $ 1.25         $ .437          $ 1.75              $.78125
        2nd Quarter.................     4.00           .656            1.03125            .53125
        3rd Quarter.................     1.375          .625            1.125              .40625
        4th Quarter.................     1.00           .625            1.01               .375

</TABLE>

         Holders of shares of Common Stock are entitled to receive such
dividends, if any, as may be declared by the Board of Directors of the Company
out of funds legally available therefore and, upon the liquidation, dissolution
or winding up of the Company are entitled to share ratably in all net assets
available for distribution to such shareholders. The Company has never paid any
dividends. It is anticipated that all earnings, will be retained for development
of working capital to grow the business of the Company and there is no present
intention to declare dividends in the foreseeable future. See Item 7
"Management's Discussion and Analysis of Financial Condition and Results of
Operations".
<PAGE>

         SHAREHOLDERS OF RECORD: As of September 30, 2000, the number of record
holders of the Company's Common Stock was 409.


ITEM 6. SELECTED FINANCIAL DATA
        -----------------------

     The following  table  summarizes  certain  selected  financial  data of the
Company:
<TABLE>
<CAPTION>

Operating Data
--------------
(in thousands) except per share                                     Year Ended September 30
                      information                                   -----------------------
                                                          2000            1999         1998
                                                          ----            ----         ----
<S>                                                       <C>             <C>          <C>

Net Sales                                                 $4,717          $3,337       $4,686

Income (Loss) From Continuing Operations                     301            (476)         466
Income (Loss) Before Amortization,
 Depreciation, and Income Taxes                              494            (281)         600
Total Assets                                               4,551           4,061         4063

Long-term  debt                                                0               0            0

Per Share Information:
Income (Loss) From Continuing Operations                        .16            (.25)         .25
Income (Loss) Before Amortization,
 Depreciation, and Income Taxes                                 .26            (.15)         .32

Net Income (Loss)                                               .15            (.25)         .22

See Notes to Financial Statements
</TABLE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITIONS AND RESULTS OF OPERATIONS
        -------------------------------------------------

Cautionary Statement

This Annual Report contains statements relating to future results of the Company
(including certain projections and business trends) that are "forward-looking
statements" as defined in Section 27A of the Securities Act of 1933. Actual
results may differ materially from those projected as a result of certain risks
and uncertainties, including but not limited to economic and political changes
in markets where the Company competes such as inflation rates, recession, and
other external factors over which the Company has no control; domestic and
foreign government spending, budgetary and trade policies; demand for and market
acceptance of new and existing products; successful development of advanced
technologies; and competitive product and pricing pressures as well as other
risks and uncertainties, including but not limited to those detailed from time
to time in the Company's Securities and Exchange Commission filings.
<PAGE>

GENERAL

         We pioneered the design and application of near infrared high
temperature furnaces with the semiconductor manufacturing and electronics
assembly markets. RTC products are now principally used by manufacturers of
semiconductor packaging, solar cells, flat panel displays, printed circuit
boards, hybrid thick film and multichip modules. New and inventive uses of the
product line for other applications continue to be discovered.

RESULTS OF OPERATIONS

         Revenues were $4.7 million, $3.3 million and $4.6 million in fiscal
years 2000, 1999 and 1998 respectively, representing an increase of 42% from
1999 to 2000 and a decrease of 28% from 1998 to 1999. The increase in fiscal
year 2000 was primarily attributable to increased volume shipments as a result
of increased sales orders from existing customers.

         Cost of sales consists of costs related to the purchase of raw
materials, assembled and subcontracted parts, services provided by third party
suppliers, as well as costs arising from in house manufacturing support
operations and the costs to run it. Cost of sales as a percentage of revenues
was 65.4%, 68.5% and 65.0% for fiscal years 2000, 1999 and 1998 respectively.
RTC continues to use the latest technology available in an effort to reduce both
cost of revenues (and the maintenance of optimal inventory levels) and operating
expenses, and ultimately increase overall company profits.

         Research and development expense expressed as a percentage of revenues
was 4.9%, 8.4% and 5.4% in fiscal years 2000, 1999 and 1998 respectively. These
reflects costs related to the design of three new products, new product
development and product enhancements for existing standard products. These costs
are essential to the Company's long term future, a future that can move very
quickly in the high technology field.

         Selling, general and administrative expenses represented 20.0%, 32.8%
and 17.0% of total revenues in fiscal years 2000, 1999 and 1998 respectively.
The increase in 1999 was attributed to increased bad debts.

         Interest income, net of interest expense, for fiscal year 2000 was
approximately .8% of revenues compared to 1.3% and .9% in fiscal years 1999 and
1998 respectively.

         RTC incurred a pre-tax income of $300,729 or $0.15 per share for fiscal
ended 2000 compared to a pre-tax loss of $(475,820) or $(0.25) per share for
fiscal 1999. This change is attributed principally to the increase in revenues
and decrease in selling, general and administrative expenses for the fiscal
ended 2000 over the comparable period in 1999.

LIQUIDITY AND CAPITAL RESOURCES

         Our consolidated cash decreased from $2,384,902 at September 30, 1999
to $1,528,383 at September 30, 2000. The decrease of $856,519 is attributable to
decreased net cash provided by financing activities of $998,625 and offset by
cash used in operating activities of $171,039. Management believes that the
expected revenues from operations of RTC will be sufficient to provide adequate
cash to fund anticipated working capital and other cash needs. There may be
occasional periods when short-term borrowing will be utilized, although little
of this type of activity is foreseen.

<PAGE>


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
          ----------------------------------------------------------

         Inapplicable.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         -------------------------------------------

         The following are included in this 10-K as exhibits:

         1.     Report of Independent Certified Public Accountants
         2.     Balance Sheets as of September 30, 2000 and 1999.
         3.     Statements of Operations for the years ended September 30, 2000,
                1999, 1998.
         4.     Statements of Stockholders' Equity for the years ended September
                30, 2000, 1999, 1998.
         5.     Statements of Cash Flows for the years ended September 30, 2000,
                1999, 1998.
         6.     Notes to Financial Statements.


ITEM 9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
           FINANCIAL DISCLOSURE
         ----------------------------------------------------------------------

           None.


                                    PART III
                                    --------


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
         --------------------------------------------------

         The response to this item is incorporated herein by reference to the
Company's definitive proxy statement for the Annual Meeting of Stockholders to
be held on April 19, 2001.


ITEM 11.  EXECUTIVE COMPENSATION
          ----------------------

     The  response  to this  item is  incorporated  herein by  reference  to the
Company's  definitive  proxy statement for the Annual Meeting of Stockholders to
be held on April 19, 2001.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          --------------------------------------------------------------

     The  response  to this  item is  incorporated  herein by  reference  to the
Company's  definitive  proxy statement for the Annual Meeting of Stockholders to
be held on April 19, 2001.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

     The  response  to this  item is  incorporated  herein by  reference  to the
Company's  definitive  proxy statement for the Annual Meeting of Stockholders to
be held on April 19, 2001.

<PAGE>

                                     PART IV
                                     -------


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
          ----------------------------------------------------------------
<TABLE>
<CAPTION>

(a)      (1)      Financial Statements

         The following financial statements are included in this Form 10-K:
                                                                                                 Page No.
<S>     <C>                                                                                         <C>

1.       Report of Independent Certified Public Accountants.                                         12
2.       Balance Sheets as of September 30, 2000 and 1999.                                           13
3.       Statements of Operations for the years ended September 30, 2000, 1999 and 1998.             14
4.       Statements of Stockholders' Equity for the years ended September 30, 2000, 1999 and 1998.   15
5.       Statements of Cash Flows for the years ended September 30, 2000, 1999 and 1998              16-17
6.       Notes to Financial Statements                                                               18-31
         (2)      Financial Statements Schedules
                           None.

         (3)      Exhibits
</TABLE>


Exhibit No.     Description                                             Page No.
-----------     -----------                                             --------

3.1             Certificate of Restated Articles of Incorporation
                incorporated by reference to the Registration
                Statement of Form S-18  (Registration No.
                2-72528-LA) filed on July 14, 1981.

3.1(a)          Certificate  of  Amendment  of Articles of
                Incorporation  incorporated by reference
                to the Proxy Statement dated January 14, 1986.

3.1(b)          Certificate of Amendment of Articles of
                Incorporation incorporated by reference to
                Annual Report on Form 10-K filed January 15, 1990.

3.2             Restated By-Laws incorporated by reference to the
                Registration Statement  on  Form  S-18  (Registration
                No. 2-72528-LA) filed on July 14, 1981.

3.2(a)          Amendment to Bylaws incorporated by reference to
                Annual Report on Form 10-K filed January 15, 1990.

4.1             Specimen Certificate of Common Stock incorporated
                by reference to the Registration Statement on Form
                S-18 (Registration No. 2-72528-LA) filed on July
                14, 1981.

10.22(a)        Amendment No. 1 to Employment Agreement effective
                as of November 7, 1991 by and between the Company
                and Lawrence R. McNamee incorporated by reference
                to Annual Report on Form 10-K filed January 15, 1990.

10.24           Form of Indemnity Agreement incorporated by
                reference to Annual Report of Form 10-K filed
                January 15, 1990.

(b)             Reports on Form 8-K.

                None.
<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
this behalf by the undersigned, thereunto duly authorized.


Dated:       December 22, 2000

                                           RADIANT TECHNOLOGY CORPORATION



                                      By:      /s/ L. R. McNamee
                                      ------------------------------------------

Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the persons on behalf of the  registrant  in the
capacities and on the dates indicated.


  /s/ L. R. McNamee                                           December 22, 2000
-----------------------------------
Lawrence R. McNamee
Chairman of the Board and a Director
(Principal Financial Officer and
 Principal Executive Officer)

  /s/ C. T. Richert                                           December 22, 2000
-----------------------------------
Carson T. Richert
President and a Director

  /s/ R. B. Thompson                                          December 22, 2000
-----------------------------------

Robert B. Thompson
Director

<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------





The Board of Directors and Stockholders
Radiant Technology Corporation


We have audited the accompanying balance sheets of Radiant Technology
Corporation as of September 30, 2000 and 1999, and the related statements of
operations, stockholders' equity and cash flows for each of the years in the
three year period ended September 30, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 financial statements referred to above present fairly, in
all material respects, the financial position of Radiant Technology Corporation
as of September 30, 2000 and 1999 and the results of its operations and its cash
flows for each of the three years in the period ended September 30, 2000 in
conformity with generally accepted accounting principles.




                                             CACCIAMATTA ACCOUNTANCY CORPORATION



Irvine, California
November 15, 2000


                                       12
<PAGE>
<TABLE>

                         RADIANT TECHNOLOGY CORPORATION

                                BALANCE SHEET
<CAPTION>

                                                             SEPTEMBER 30,
                                                     ----------------------------
                                                        2000              1999
                                                     -----------      -----------
<S>                                                  <C>              <C>
                                        ASSETS

CURRENT ASSETS:
  Cash and equivalents                               $1,528,383       $2,384,902
  Accounts receivable                                 1,844,418          591,306
  Inventories                                           689,133          433,906
  Prepaid expenses                                       42,411                -
  Deferred taxes                                        170,000          100,000
                                                     -----------      -----------

   Total current assets                               4,274,345        3,510,114

PROPERTY AND EQUIPMENT                                  265,671          421,801

DEFERRED TAXES                                                -           70,000

OTHER                                                    11,443           59,164
                                                     -----------      -----------

                                                     $4,551,459       $4,061,079
                                                     ===========      ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Short-term debt                                    $  500,000       $1,500,000
  Accounts payable                                      397,164          176,123
  Accrued expenses                                      254,754          236,041
  Income taxes payable                                   13,000                -
  Customer deposits                                     967,269           18,747
                                                     -----------      -----------
    Total current liabilities                         2,132,187        1,930,911

STOCKHOLDERS' EQUITY:
  Preferred stock                                             -                -
  Capital stock                                       1,154,483        1,153,108
  Retained earnings                                   1,264,789          977,060
                                                     -----------      -----------

    Total stockholders' equity                        2,419,272        2,130,168

                                                     $4,551,459       $4,061,079
                                                     ===========      ===========

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       13
<PAGE>
<TABLE>

                         RADIANT TECHNOLOGY CORPORATION

                            STATEMENTS OF OPERATIONS
<CAPTION>

                                                               YEAR ENDED SEPTEMBER 30,
                                                     -------------------------------------------
                                                         2000           1999            1998
                                                     ------------   ------------    ------------
<S>                                                  <C>            <C>             <C>
NET SALES                                            $ 4,717,316    $ 3,336,674     $ 4,686,382

COST OF SALES                                          3,086,122      2,283,801       3,038,095
                                                     ------------   ------------    ------------
  Gross profit                                         1,631,194      1,052,873       1,648,287

OPERATING EXPENSES:
  Selling, general and administrative                    944,293      1,095,036         797,217

  Research and development                               230,599        282,766         250,964

  Depreciation and amortization                          193,113        195,011         179,539
                                                     ------------   ------------    ------------

  Total operating expenses                             1,368,005      1,572,813       1,227,720
                                                     ------------   ------------    ------------

  Income/(loss) from operations                          263,189       (519,940)        420,567

INTEREST INCOME, NET                                      37,540         44,120          46,020
                                                     ------------   ------------    ------------

  Income/(loss) before provision for income taxes        300,729       (475,820)        466,587

PROVISION  FOR INCOME TAXES                               13,000              -          51,000
                                                     ------------   ------------    ------------

NET INCOME/(LOSS)                                    $   287,729    $  (475,820)    $   415,587
                                                     ============   ============    ============

BASIC EARNINGS PER SHARE:
  Net income/(loss)                                  $      0.15    $     (0.25)    $      0.22
                                                     ============   ============    ============

DILUTED EARNINGS PER SHARE:
  Net income/(loss)                                  $      0.13    $     (0.25)    $      0.18
                                                     ============   ============    ============

BASIC NUMBER OF COMMON SHARES OUTSTANDING:             1,901,594      1,895,678       1,875,474
                                                     ============   ============    ============

DILUTED NUMBER OF COMMON SHARES OUTSTANDING:           2,188,764      1,895,678       2,277,096
                                                     ============   ============    ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       14
<PAGE>
<TABLE>

                         RADIANT TECHNOLOGY CORPORATION

                       STATEMENTS OF STOCKHOLDERS' EQUITY
                  YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998

<CAPTION>

                                      Capital Stock
                               ---------------------------     Retained       Stockholders'
                                  Shares         Amount        Earnings         Equity
                               ------------   ------------   ------------    ------------
<S>                              <C>          <C>            <C>             <C>
BALANCE, SEPTEMBER 30, 1996      1,867,678    $ 1,143,008    $   445,481     $ 1,588,489

   Net income                            -              -        591,812         591,812
                               ------------   ------------   ------------    ------------

BALANCE, SEPTEMBER 30, 1997      1,867,678      1,143,008      1,037,293       2,180,301

    Exercise of options             28,000         10,100              -          10,100

    Net income                           -              -        415,587         415,587
                               ------------   ------------   ------------    ------------

BALANCE, SEPTEMBER 30, 1998      1,895,678      1,153,108      1,452,880       2,605,988

    Net loss                             -              -       (475,820)       (475,820)
                               ------------   ------------   ------------    ------------

BALANCE, SEPTEMBER 30, 1999      1,895,678      1,153,108        977,060       2,130,168

    Exercise of options             11,000          1,375              -           1,375

    Net income                           -              -        287,729         287,729
                               ------------   ------------   ------------    ------------

BALANCE, SEPTEMBER 30, 2000      1,906,678    $ 1,154,483    $ 1,264,789     $ 2,419,272
                               ============   ============   ============    ============

</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                       15
<PAGE>
<TABLE>

                         RADIANT TECHNOLOGY CORPORATION

                            STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                2000            1999            1998
                                                            ------------    ------------    ------------
<S>                                                         <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income/ (loss)                                        $   287,729     $  (475,820)    $   415,587
  Adjustments to reconcile net income/(loss) to net cash
    provided by operating activities:
    Bad debt expense                                                  -         183,807           3,500
    Depreciation and amortization                               193,113         195,011         179,539
    Inventory obsolescence                                       40,000          40,000          39,000
  Changes in assets and liabilities:
    (Increase) decrease in:
      Accounts receivable                                    (1,253,112)       (209,336)        187,228
      Inventories                                              (305,227)        (30,299)        231,851
      Other assets                                                7,260         (14,549)          8,155
    Increase (decrease) in:
      Accounts payable                                          221,041         115,083        (107,558)
      Accrued expenses                                           18,713          38,157        (148,198)
      Income taxes payable                                       13,000         (38,640)              -
      Customer deposits                                         948,522        (140,719)       (208,918)
                                                            ------------    ------------    ------------


  Net cash provided (used in) operating activities              171,039        (337,305)        600,186
                                                            ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                          (28,933)       (105,718)        (99,677)
                                                            ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                                        1,375               -          10,100
  Borrowing on short-term debt                                  500,000         500,000               -
  Repayment on short-term debt                               (1,500,000)              -               -
                                                            ------------    ------------    ------------

  Net cash provided (used in) financing activities             (998,625)        500,000          10,100
                                                            ------------    ------------    ------------


Net increase (decrease) in cash and equivalents                (856,519)         56,977         510,609

CASH AND EQUIVALENTS, BEGINNING OF YEAR                       2,384,902       2,327,925       1,817,316
                                                            ------------    ------------    ------------

CASH AND EQUIVALENTS,  END OF YEAR                          $ 1,528,383     $ 2,384,902     $ 2,327,925
                                                            ============    ============    ============


</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       16
<PAGE>
<TABLE>
                         RADIANT TECHNOLOGY CORPORATION

                      STATEMENTS OF CASH FLOWS (CONTINUED)



Supplemental disclosures of cash flow information and non-cash investing and
financing activities:
<CAPTION>
                                                                2000            1999            1998
                                                            ------------    ------------    ------------
<S>                                                         <C>             <C>             <C>

Cash paid during the year for:
       Interest                                             $       429     $     4,614     $     7,317
       Income taxes                                         $         -     $    34,286     $     9,270



</TABLE>





   The accompanying notes are an integral part of these financial statements.


                                       17
<PAGE>
                         RADIANT TECHNOLOGY CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------------


      Nature of Operations
      --------------------

      Radiant Technology Corporation (the "Company") is engaged in the marketing
      and manufacturing of infrared conveyorized ovens and furnaces used
      primarily by the microelectronics manufacturing industry.

      All of the Company's operations are located in California. Sales to
      entities located outside the United States are as follows:

         COUNTRIES                    2000             1999              1998
      ----------------             -----------      -----------      -----------

      European                     $  966,723       $  640,511       $  605,800
      Pacific Rim                     316,235          178,170          847,700
      NAFTA                           120,935           38,963          116,200
      Middle East                       5,731          443,178                -
                                   -----------      -----------      -----------
                                    1,409,624       $1,300,822       $1,569,700
                                   ===========      ===========      ===========


      Revenue recognition
      -------------------

      The Company recognizes revenue from product sales upon shipment or upon
      completion when the customer requests the unit to be held at the facility
      for later shipment.

      Cash and cash equivalents
      -------------------------

      For purposes of the statement of cash flows, cash equivalents include time
      deposits, certificates of deposit and all highly liquid debt instruments
      with original maturities of three months or less.

      Accounts receivable
      -------------------

      The allowance for doubtful accounts includes management's estimate of the
      amount expected to be lost on specific accounts and for losses on other
      unidentified accounts included in accounts receivable. In estimating the
      allowance component for unidentified losses, management relies on
      historical experience. The amounts the Company will ultimately realize
      could differ materially in the near term from the amounts assumed in
      arriving at the allowance for doubtful accounts in the accompanying
      financial statements.

      Inventories
      -----------

      Inventories include material, direct labor and manufacturing overhead and
      are reported at the lower of cost (determined on the first-in-first-out
      method) or market. Allowances for slow moving and obsolete inventory are
      based on management's estimate of the amount considered obsolete based on
      specific review of inventory items. In estimating the allowance,
      management relies on its knowledge of the industry as well as its current
      inventory levels.

                                       18
<PAGE>
                         RADIANT TECHNOLOGY CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------------------------------------------------------------

      Equipment
      ---------

      Equipment is stated at cost, less accumulated depreciation. Depreciation
      is calculated using the straight-line method over the estimated useful
      lives of the related assets or over the lesser of the term of the lease or
      the estimated useful life for leasehold improvements.


      Intangibles
      -----------

      The cost of patents is amortized using the straight line method over their
      estimated lives of five years. Amortization expense charged to operations
      in 2000, 1999 and 1998 was $8,712, 8,716, and $8,737, respectively.


      Software development costs
      --------------------------

      The Company capitalizes internal software development costs in accordance
      with Statement of Financial Accounting Standards No. 86. The
      capitalization of these costs begins when a product's technological
      feasibility has been established and ends when the product is available
      for general release to customers. The Company uses the working model
      approach to establish technological feasibility. Amortization is computed
      on an individual product group on the straight-line method over the
      estimated economic life of the product. Currently, the Company is using an
      estimated economic life of three years for all capitalized software costs.
      Amortization expense was $77,213, $106,550, and $63,330 for 2000, 1999,
      and 1998, respectively.


      Customer deposits
      -----------------

      The Company may require a deposit from customers before commencing work on
      a furnace. It is the Company's policy to record the deposit as a
      receivable with a corresponding deferred liability at the time the sales
      order is written. When the cash deposit is received, the receivable is
      relieved.


      Income taxes
      ------------

      Deferred income taxes are recognized for the tax consequences in future
      years of differences between the tax bases of assets and liabilities and
      their financial reporting amounts at each year-end based on enacted tax
      laws and statutory rates applicable to the periods in which the
      differences are expected to affect taxable income. Valuation allowances
      are established, when necessary, to reduce deferred tax assets to the
      amount expected to be realized. The provision for income taxes represents
      the tax payable for the period and the change during the period in
      deferred tax assets and liabilities.


                                       20
<PAGE>
                         RADIANT TECHNOLOGY CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------------------------------------------------------------

      Earnings per common share
      -------------------------

      Earnings per common share is computed by dividing reported earnings by the
      weighted average number of common shares outstanding during the respective
      periods. Common stock equivalents were excluded from the computation of
      earnings per share in 1999 because the effect of including such
      equivalents in the computation would have been anti-dilutive.

      Fair value of financial instruments
      -----------------------------------

      The fair value of financial instruments, consisting principally of
      short-term debt is based on interest rates available to the Company and
      comparison to quoted prices. The fair value of these financial instruments
      approximates carrying value.

      Stock based compensation
      ------------------------

      The Company accounts for compensation costs related to employee stock
      options and other forms of employee stock-based compensation plans in
      accordance with the requirements of Accounting Principles Board Opinion 25
      ("APB 25"). APB 25 requires compensation costs for stock based
      compensation plans to be recognized based on the difference, if any,
      between the fair market value of the stock on the date of the grant and
      the option exercise price. Statement of Financial Accounting Standards
      123, Accounting for Stock-Based Compensation ("SFAS 123"). established a
      fair value-based method of accounting for compensation costs related to
      stock options and other forms of stock-based compensation plans. However,
      SFAS 123 allows an entity to continue to measure compensation costs using
      the principles of APB 25 if certain pro forma disclosures are made.
      Options granted to non-employees are recognized at their estimated fair
      value at the date of grant.

      Use of estimates
      ----------------

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect certain reported amounts and disclosures.
      Accordingly, actual results could differ from those estimates.

      Reclassifications
      -----------------

      Certain items in the 1998 and 1999 financial statements have been
      reclassified to conform with the 2000 presentation.


                                       21
<PAGE>
                         RADIANT TECHNOLOGY CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


2.    CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
------------------------------------------------------------

      The Company, from time to time, has cash deposits at financial
      institutions in amounts in excess of federally-insured limits. The Company
      believes that credit risk related to its cash deposits is limited due to
      the quality of the financial institutions.

      The Company's customers are located in several geographic markets,
      primarily in the United States, Europe, Middle East and NAFTA countries
      and are concentrated within three industries. To minimize the risk of
      loss, the Company routinely assesses the financial strength of its
      customers, and may require a substantial downpayment prior to commencing
      machine production.


      Net accounts receivable by geographic markets are as follows:

          COUNTRIES                    2000              1999
      ---------------------        -------------    -------------
      United States                     73%               28%
      European                          14%               51%
      Middle East                        8%               21%
      NAFTA                              5%                -
                                   -------------    -------------
                                       100%              100%
                                   =============    =============

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

      During 2000, 1999 and 1998, the five largest customers represented 51, 52
      and 53 percent of revenues, respectively. At September 30, 2000 and 1999
      the five largest balances represented 82 and 72 percent, respectively, of
      total accounts receivable.


3.    ACCOUNTS RECEIVABLE
-------------------------

                                                    2000              1999
                                               ---------------   ---------------
         Trade receivables                     $    1,849,418    $      802,123
         Allowance for doubtful accounts
           and sales returns                           (5,000)         (210,817)
                                               ---------------   ---------------
                                               $    1,844,418    $      591,306
                                               ===============   ===============


                                       22
<PAGE>
                         RADIANT TECHNOLOGY CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


3.    ACCOUNTS RECEIVABLE (CONTINUED)
-------------------------------------

         Activity in the allowance for doubtful accounts and sales returns is as
         follows:

                                             2000          1999           1998
                                          ----------    ----------    ----------

      Balance at beginning of year        $ 210,817     $  37,500     $  37,500

      Provision                                   -       183,807         3,500

      Write offs                           (205,817)      (10,490)       (3,500)
                                          ----------    ----------    ----------

      Balance at end of year              $   5,000     $ 210,817     $  37,500
                                          ==========    ==========    ==========



4.    INVENTORIES
-----------------

                                                       2000               1999
                                                    ----------        ----------

      Raw materials                                 $ 384,727         $ 358,778
      Work in process                                 313,357           183,774
      Finished goods                                  121,049            31,354
                                                    ----------        ----------

                                                      819,133           573,906

      Allowance for obsolescence                     (130,000)         (140,000)
                                                    ----------        ----------

                                                    $ 689,133         $ 433,906
                                                    ==========        ==========

--------------------------------------------------------------------------------
      Activity in the allowance for obsolescence is as follows:

                                              2000          1999         1998
                                           ----------    ----------   ----------

      Balance at beginning of year         $ 140,000     $ 100,000    $ 100,000

      Provision                               40,000        40,000       39,000

      Write offs                             (50,000)            -      (39,000)
                                           ----------    ----------   ----------

      Balance at end of year               $ 130,000     $ 140,000    $ 100,000
                                           ==========    ==========   ==========


                                       23

<PAGE>
                         RADIANT TECHNOLOGY CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


5.    EQUIPMENT
---------------

                                          Life in years      2000        1999
                                          -------------   ----------  ----------

      Machinery and equipment                   7         $ 387,530   $ 384,270
      Office furniture and equipment            7            68,847      66,371
      Leasehold improvements                    5            67,934      53,226
      Vehicles                                  5            15,050      15,050
      Capitalized computer software             3           405,542     397,714
                                                          ----------  ----------

                                                            944,902     916,631

      Less:  accumulated depreciation and amortization     (679,231)   (494,830)
                                                          ----------  ----------

                                                          $ 265,671   $ 421,801
                                                          ==========  ==========

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

      Depreciation and amortization expense for 2000, 1999, and 1998 was
      $193,113, $195,011 and $179,539, respectively.


6.    SHORT-TERM DEBT
---------------------

      The Company's borrowings are at LIBOR plus 2 3/8 percent and due on
      demand. The entire balance of $500,000 was repaid on October 2, 2000.

7.    ACCRUED EXPENSES
----------------------

                                                         2000           1999
                                                       ---------     ---------

      Payroll and related items                        $109,499      $ 96,173
      Commissions                                        89,959        79,100
      Warranties                                         40,000        40,000
      Other                                              15,296        20,768
                                                       ---------     ---------
                                                       $254,754      $236,041
                                                       =========     =========


                                       24
<PAGE>
                         RADIANT TECHNOLOGY CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


8.    COMMITMENTS AND CONTINGENCIES
-----------------------------------

      Operating leases
      ----------------

      In November 1996 the Company signed a five year lease on a building in
      Fullerton, California. Base monthly rent is $10,600 plus common area
      charges of approximately $3,400 per month. The Company also leases office
      equipment under operating leases expiring in various years through 2002.
      Minimum future lease payments under non-cancelable operating leases are:

        Year ending September 30,

                2001                          $   175,512
                2002                               71,524
                                              ------------
                                              $   247,036
                                              ============


--------------------------------------------------------------------------------
      Rent expense for 2000, 1999 and 1998 was $168,650, $172,228, and $150,090,
      respectively.


      Environmental matters
      ---------------------

      The Company, like others in similar businesses, is subject to federal,
      state and local environmental laws and regulations. Although Company
      environmental policies and practices are designed to ensure compliance
      with these laws and regulations, future developments and increasingly
      stringent regulation could require the Company to make unforeseen
      environmental expenditures.


9.    STOCKHOLDERS' EQUITY
--------------------------

      Preferred stock
      ---------------

      At September 30, 2000 and 1999 there were 5,000,000 authorized shares of
      preferred stock, of which no shares were issued and outstanding.

      Common stock
      ------------

      The Company has authorized 24,000,000 shares of no par value common stock.
      At September 30, 2000 and 1999, 1,906,678 and 1,895,638, respectively
      shares were issued outstanding.


                                       25
<PAGE>
                         RADIANT TECHNOLOGY CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


9.    STOCKHOLDERS' EQUITY (CONTINUED)
--------------------------------------

      EMPLOYEE STOCK OPTIONS
      ----------------------

      Incentive and non-statutory option plan
      ---------------------------------------

      The Company adopted an incentive and non-statutory stock option plan which
      provides for granting options to key employees and officers. Under the
      plan, options up to 1,000,000 shares may be granted at a price not less
      than the fair market value of such shares on the date of the grant, and
      the maximum term of each option may not exceed ten years. With respect to
      any participant who owns stock possessing more than 10% of the voting
      rights of the Company's outstanding capital stock, the exercise price of
      any stock option must not be less than 110% of the fair market value on
      the date of the grant and the maximum term may not exceed five years. On
      January 22, 1998 and April 15, 1999 the Board authorized options to
      purchase 70,000 and 100,000 shares, respectively. Of these shares, 120,000
      have been granted at an exercise price that was at or above the market
      price on the date of the grant. The options vested on January 5, 2000 and
      expire three years from the vesting date. During fiscal year 2000, 55,000
      of these options were canceled and 11,000 exercised.

      Non-statutory director options
      ------------------------------

      On September 30, 1996, the Company granted 20,000 non-statutory options to
      each of three outside board members. The options vested immediately and
      expire 50% at September 30, 2000 and 50% at September 30, 2001. The option
      price is $.48 per share, which was equal to the market price at the date
      of the grant. At September 30, 2000, 20,000 of these options remain
      outstanding.

      Lawrence McNamee
      ----------------


      Mr. McNamee holds options to acquire 346,666 shares at $.075 per share
      issued to him in lieu of salary in 1992. These options have no expiration
      date.


                                       26
<PAGE>
                         RADIANT TECHNOLOGY CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


9.    STOCKHOLDERS' EQUITY (CONTINUED)
--------------------------------------

      Stock options (continued)
      -------------------------

      The following table summarizes the activities under the plan and outside
      the plan:
<TABLE>
<CAPTION>

                                                                  Weighted
                                Number of        Price            Average
                                 Options       Per Option      Exercise price   Exercisable
                                --------     --------------    --------------   -----------
<S>                              <C>         <C>      <C>         <C>             <C>
      September 30, 1998         526,666     $.0625 - 0.75        $ 0.22          439,666
                                --------     --------------       ------          =======

      Granted                     70,000     $0.75 - 1.175        $ 1.05
                                             --------------       ------

      September 30, 1999         596,666     $.0625- 1.175        $ 0.32          446,666
                                --------     --------------       ------          =======

      Exercised                  (11,000)    $.0625 - 0.75        $ 0.13
      Canceled                   (85,000)    $.48 - 1.175         $ 0.94
                                             --------------       ------

      September 30, 2000         500,666     $.075-.75            $ 0.23          460,666
                                ========     ==============       ======          =======
</TABLE>


      The following information applies to employee options outstanding at
      September 30, 2000:

                                       Outstanding
                        ----------------------------------------
                                    Weighted Average    Weighted
                                       Remaining        Average
         Range of       Number of     Contractual      Exercise
      exercise prices    Options      Life (Years)       Price
      ---------------   ---------   ----------------   ---------

          $0.075          346,666         N/A            $0.075
          $0.48            70,000          2             $0.48
          $0.50            30,000          3             $0.50
          $0.75            54,000          4             $0.75
                        ---------                      ---------
                          500,666                        $0.23
                        =========                      ==========



                                       27
<PAGE>
                         RADIANT TECHNOLOGY CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


9.    STOCKHOLDERS' EQUITY (CONTINUED)
--------------------------------------

      Stock options (continued)
      -------------------------


      Had compensation cost for the plan been determined based on the fair value
      of the options at the grant dates consistent with the method of SFAS 123,
      the Company's net income/(loss) and earnings/(loss) per share would have
      been:


                                          2000            1999           1998
                                        ----------     ----------     ----------

        Net income/(loss):
           As reported                  $ 287,729      $(475,820)     $ 415,587
           Pro forma                    $ 284,444      $(507,110)     $ 377,821

        Basic earnings per share:
           As reported                  $    0.15      $   (0.25)     $   0.22
           Pro forma                    $    0.15      $   (0.27)     $   0.20

        Diluted earnings per share:
           As reported                  $    0.13      $   (0.25)     $   0.18
           Pro forma                    $    0.13      $   (0.27)     $   0.17



      These pro forma amounts may not be representative of future disclosures
      because they do not take into effect pro forma compensation expense
      related to grants made before 1996. In addition, potential deferred tax
      benefits of approximately $12,500, $15,000, and $19,200 in 2000, 1999 and
      1998 respectively, have not been reflected in the pro forma amounts due to
      the uncertainty of realizing any benefit. The fair value of these options
      was estimated at the date of grant using the Black-Scholes option-pricing
      model with the following weighted average assumptions for 2000, 1999 and
      1998:

              Expected life (years)                      4
              Risk-free interest rate                6.00%
              Volatility                              100%
              Expected dividends                      None


      The weighted fair value of options granted during the years ended
      September 30, 1999 and 1998 for which the exercise price approximated the
      market price on the grant date was $.21 and $.58, respectively.

                                       28
<PAGE>
                         RADIANT TECHNOLOGY CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


10.   INCOME TAXES
------------------

      Income tax expense (benefit) consisted of the following:

                                        2000           1999             1998
                                   -------------   -------------   -------------

       Current tax expense         $     13,000    $          -    $     51,000
                                   =============   =============   =============


      Income tax expense (benefit) differed from the amounts computed by
      applying the U.S. federal income tax rate of 34% to pretax income from
      continuing operations in 2000, 1999 and 1998 as a result of the following:
<TABLE>
<CAPTION>

                                                      2000          1999           1998
                                                   ----------    ----------    ----------
     <S>                                           <C>           <C>           <C>
     Continuing operations:
         Federal expected tax expense (benefit)    $ 102,000     $(167,000)    $ 159,000
         State expected tax expense (benefit)         28,000       (48,000)       44,000
         Inventory allowance                          (4,000)      (40,000)      (25,000)
         Accounts receivable allowance               (76,000)      (42,000)            -
         Moving expense accrual                            -             -             -
         Depreciation timing differences              33,000        20,000        32,000
         Deferred tax valuation allowance                  -       277,000             -
         Use of NOL carryforwards - federal          (64,000)            -      (159,000)
         Use of NOL carryforwards - state             (6,000)            -             -
                                                   ----------    ----------    ----------
                                                   $  13,000           $ -     $  51,000
                                                   ==========    ==========    ==========
</TABLE>

      The tax effects of temporary differences that give rise to significant
      portions of deferred tax assets and liabilities at September 30, 2000
      and 1999 are as follows:

                                                         2000            1999
                                                      ----------      ----------

      Net operating loss carryforwards                $ 441,000       $ 516,000
      Allowance for slow moving inventories              52,000          56,000
      Allowance for doubtful accounts                     2,000          32,000
      Other                                                   -          (1,000)
                                                      ----------      ----------

      Deferred tax assets                               495,000         603,000

      Less valuation allowance                         (325,000)       (433,000)
                                                      ----------      ----------

      Net deferred tax asset                          $ 170,000       $ 170,000
                                                      ==========      ==========

                                       29
<PAGE>
                         RADIANT TECHNOLOGY CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


10.   INCOME TAXES (CONTINUED)
------------------------------

      During 1998 the Company reduced the valuation allowance to reflect the
      deferred tax assets utilized in fiscal 1998. The recognized deferred tax
      asset is based upon expected utilization of the net operating loss
      carryforwards and reversal of certain temporary differences. The ultimate
      realization of the deferred tax asset will require aggregate taxable
      income of approximately $1,298,000 in future years.

      At September 30, 2000, the Company had net operating loss carryforward for
      federal and state income tax purposes expiring as follows:

                                         FEDERAL           STATE
                                    ---------------------------------

                  2007                   $ 245,788        $     -
                  2009                     620,976              -
                  2014                     431,356              -
                                    ---------------------------------

                                       $ 1,298,120        $     -
                                    =================================

      Federal investment credit and other general business credit
      carryforward total $35,600 and $105,500, respectively, and expire at
      various dates through 2003.


11.   BASIC AND DILUTED EARNINGS/(LOSS) PER SHARE
-------------------------------------------------

      The following tables illustrate the required disclosure of the
      reconciliation of the numerators and denominators of the basic and diluted
      earnings/(loss) per share computations.
<TABLE>
<CAPTION>

                                                           2000        1999           1998
                                                       ----------   ----------    -----------
<S>                                                    <C>          <C>           <C>
      BASIC EARNINGS/(LOSS) PER SHARE:

        Numerator
        ---------
            Net income/(loss)                          $ 287,729    $(475,820)    $  415,587
                                                       ==========   ==========    ===========

        Denominator
        -----------
            Basic weighted average number of common
            shares outstanding during the period       1,901,594    1,895,678      1,875,474
                                                       ==========   ==========    ===========

      Basic net income/(loss) per share                $    0.15    $   (0.25)    $     0.22
                                                       ==========   ==========    ===========
</TABLE>

                                       30
<PAGE>
                         RADIANT TECHNOLOGY CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
        <S>                                            <C>           <C>            <C.
        Denominator
        -----------
            Weighted average number of common
            shares used in basic earnings per share      1,901,594     1,895,678      1,875,474

        Effect of dilutive securities:

            Stock options (1)                              287,170             -        401,622
                                                        -----------   -----------    -----------

            Weighted number of common shares
                 and dilutive potential common stock
                 used in diluted earnings per share      2,188,764     1,895,678      2,277,096
                                                        ===========   ===========    ===========


      Diluted earnings/(loss) per share                 $     0.13    $    (0.25)    $     0.18
                                                        ===========   ===========    ===========
</TABLE>

      (1) Stock options were anti-dilutive for the year ended September 30,
      1999. See Note 9 for stock option activity.





12.   EMPLOYEE BENEFIT PLAN
---------------------------

      The Company's 401(k) plan was re-activated during fiscal 1996. All
      employees are eligible as long as they are 21 years of age and have
      completed one year of employment. The plan provides for contributions by
      the Company in such amounts as management may determine. Contribution
      expense charged to operations in 2000 and 1999 were $12,474 and $13,027
      respectively. No expense was charged to operations in 1998.



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