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


                                   FORM 10-KSB


(Mark One)

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

        For the fiscal year ended December 31, 2001

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

        For the transition period from ________ to ________.

        Commission file number: 0-26693
                             -------


                                BRIGHTCUBE, INC.
                                ----------------
                 (Name of Small Business Issuer in Its Charter)

            Nevada                                         87-0431036
            ------                                         ----------
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                         Identification No.)


                240 Center Street, El Segundo, California  90245
                ------------------------------------------------
               (Address of Principal Executive Offices)  (Zip Code)

Issuer's Telephone Number:  (310) 535-4555
                            --------------

Securities registered pursuant to Section 12(b) of the Act:

                                      None
                                      ----
                                (Title of Class)

           Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, par value $0.001
                         ------------------------------
                                (Title of Class)

Check  whether  the  issuer  (1)  has  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 [   ]


<PAGE>
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]

State issuer's revenues for its most recent fiscal year.  $1,568,000
                                                          ----------

As of March 15, 2002 the approximate aggregate market value of the outstanding
voting and non-voting common equity held by non-affiliates of the registrant was
$8,592,403 (based upon the closing price for shares of the registrant's common
stock as reported by OTC Bulletin Board on that date). Shares of common stock
held by each officer, director, and holder of 5% or more of the outstanding
common stock of the registrant have been excluded in that such persons may be
deemed to be affiliates of the registrant. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.

As  of  March  15,  2002,  the registrant had 77,641,995 shares of common stock,
$0.001  par  value  per  share,  outstanding.

Transitional Small Business Disclosure Format [ ] Yes;  [ X ] No

                                        2
<PAGE>
                                BRIGHTCUBE, INC.

                                   FORM 10-KSB

                                TABLE OF CONTENTS


PART I.
-------

ITEM 1.     Description of Business                                            4
ITEM 2.     Description of Property                                           11
ITEM 3.     Legal Proceedings                                                 11
ITEM 4.     Submission Of Matters To A Vote Of Security Holders               11

PART II.
--------

ITEM 5.     Market For Common Equity and Related Stockholder Matters          11
ITEM 6.     Management's Discussion and Analysis or Plan of Operation         12
ITEM 7.     Financial Statements                                              29
ITEM 8.     Changes In and Disagreements With Accountants On Accounting and
            Financial Disclosure                                              29

PART III.
---------

ITEM 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance With Section 16(a) of the Exchange Act                 30
ITEM 10.    Executive Compensation                                            33
ITEM 11.    Security Ownership Of Certain Beneficial Owners and Management    37
ITEM 12.    Certain Relationships and Related Transactions                    40
ITEM 13.    Exhibits and Reports On Form 8-K                                  44


                                        3
<PAGE>
                                     PART I
                                     ------


     This Form 10-KSB contains forward-looking statements.  These
forward-looking statements are subject to significant risks and uncertainties,
including information included under Items 1 and 6 of this Form 10-KSB, which
may cause actual results to differ materially from those discussed in such
forward-looking statements.  The forward-looking statements within this Form
10-KSB are identified by words such as "believes," "anticipates," "expects,"
"intends," "may," "will" and other similar expressions regarding our intent,
belief and current expectations.  However, these words are not the exclusive
means of identifying such statements.  In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances and statements made in the future tense are forward-looking
statements.  Readers are cautioned that actual results may differ materially
from those projected in the forward-looking statements as a result of various
factors, many of which are beyond our control.  We undertake no obligation to
publicly release the results of any revisions to these forward-looking
statements which may be made to reflect events or circumstances occurring
subsequent to the filing of this Form 10-KSB with the Securities and Exchange
Commission.  Readers are urged to carefully review and consider the various
disclosures made by us in this Form 10-KSB, including those set forth under
"Factors Affecting Our Operating Results, Business Prospects and Stock Price" in
Item 6.


ITEM 1.  DESCRIPTION OF BUSINESS

     Brightcube, Inc. is a developer of technology, products, services and
inkjet papers for the art and photography markets. The Company has two primary
business units: Technology, which consists of our dealer networks and a
print-on-demand offering for the art market, and Consumables, which consists of
the sale of papers and other products optimized for digital output. Due to the
Company's decision to discontinue its Application Service Providers (ASP)
Services in May 2001, these operations are no longer considered a business unit.
We implemented certain parts of our current business strategy, in particular the
Technology and Consumables business units, through the acquisition of Extreme
Velocity Group, Inc. by PhotoLoft, Inc. on December 20, 2000. Upon completion of
the acquisition, PhotoLoft changed its name to Brightcube.

     We have two primary business units:

     Technology - Our Technology division was previously called the "Dealer
Network".  Previously the Dealer Network division consisted primarily of a
network of independent frame shops around the country that paid us for the right
to deliver orders for framed artwork placed through our e-commerce site,
www.frameyourart.com, by retail customers.  Due to the high cost of promoting
--------------------
retail sites and our limited marketing budget, this dealer network declined
significantly during 2001.  While still in existence, this dealer network is not
expected to generate a significant amount of revenue going forward.  Instead, we
have developed a print-on-demand system, described below, using certain
technologies from www.frameyourart.com and other technology developed by us
                  --------------------
during 2001 as well as the same personnel involved in that unit.

     We have developed and are actively selling a print-on-demand solution to
remotely deliver art images to be printed on demand in remote retail locations.
This product is called the BrightCube Solution. The BrightCube Solution consists
of an Image Bank powered by our digital imaging software and hosting solutions
that provides a library of digital art images coupled with a hardware device at
each location (the "Brightcube Box") that allows for easy and secure printing on
a wide format inkjet printer at a remote location. We signed an agreement with
Devon Publishing Group ("Devon"), one of the largest art publishers in the


                                        4
<PAGE>
United States, allowing us to electronically distribute certain of its images
through the BrightCube Solution. The BrightCube Solution users can access this
Image Bank over the Internet and order an image to be printed. An image that is
selected from our online Image Bank is encrypted, sent from our servers over the
Internet to the dealer's location and printed directly on a wide format inkjet
printer without being stored on the dealer's computer. Users are able to
determine the print size and paper type, which include fine art papers, gloss,
matte finishes, and canvas papers, on which each image is printed. The
BrightCube Box includes a Raster Image Processor (RIP) that configures the
printer for high-resolution image printing results with almost no user
interaction. Therefore, the gallery's printer is able to output professional
quality prints at the same or lower cost then other printing methods and
significantly reduce inventory carrying costs while increasing speed of delivery
and selection.

     We believe the BrightCube Solution is a compelling value proposition for
the art retailer, reducing production, inventory and handling costs, while
increasing the number of images carried. Not only is the BrightCube Solution a
stand-alone revenue stream for BrightCube, but also provides the means to create
an additional distribution channel for our digital papers. BrightCube receives
an image license charge, which we split with Devon, on most images printed and
sells the retailers the paper used to produce the prints. The Devon Publishing
Group has also agreed to use its existing sales force to sell the BrightCube
Solution to their current customers. In return, we will allow Devon to be our
exclusive licensing agent for our Image Bank. They will contribute their own
images and license other images from additional publishers. We believe that our
relationship with Devon will rapidly accelerate our penetration rate of the
market as they are a well-established and large player in the market.


     Consumables - Most of our digital papers are designed and marketed
internally but produced on a contract basis by outside paper mills.  The papers
are designed specifically for professional imaging applications on inkjet
printers.  We design the coatings that are applied to the papers produced by the
mills and specify the types and weights of the papers to be used.  We have two
basic types of papers: photographic papers and art papers.  The coatings applied
to the papers are critical in achieving proper gamut, which is the range of
colors that a paper will display, and archivability, which is the amount of time
the papers will hold an image without a noticeable loss of color.  These papers
are distributed through four channels:  to our network of BrightCube Solution
dealers, to wholesalers and distributors, to large manufacturers of printer
hardware or bulk purchasers (together "OEM" Accounts) under private labeled
brands, and through a retail website that we maintain, www.photoinkjet.com.  We
also distribute papers developed by others and sell inkjet printers and related
supplies from a variety of suppliers.

BACKGROUND

     Although we were originally formed in November 1993, we adopted much of our
current business model, which is described in the previous paragraphs, in
December 2000. In that regard, we are very much like a start-up company and we
have received limited revenues since the adoption of our new business model.

     Under our previous business model, we operated under the corporate name,
PhotoLoft, Inc. and prior to that AltaVista Technology, Inc. Alta Vista's
business model was formed to take advantage of the burgeoning need for fun and
creative applications for the Internet. AltaVista began developing imaging
software that made computing even more fun, and the various products that were
designed and marketed brought images to life on the computer. In 1995 AtlaVista
introduced Howdy!, the world's first ever multi-media e-mail tool. As a
component of this product, AltaVista also established web pages via e-mail.

     As a software developer, AltaVista followed the traditional revenue model
of bundling its software with original equipment manufacturers. As that market
evolved and ceased to provide significant revenues, we began exploring new ways
to bring products to market at a profit. This coincided with the phenomenal


                                        5
<PAGE>
growth of the Internet and the evolution of Internet users who were rapidly
beginning to utilize the medium as a source of entertainment as well as
information. The expertise of AltaVista was clearly in Internet imaging
technology and the decision was made to aggregate images into a photo-sharing
community.

     In August 1998 we sold our URL, AltaVista.com, to Digital Equipment, now
Compaq Computer, and changed our name to PhotoLoft, Inc. The official launch of
our new web site was in February 1999, the same month that PhotoLoft, Inc.
entered into a reorganization with Data Growth, Inc., a non-operating public
company incorporated in Nevada. Under the terms of the reorganization,
PhotoLoft, Inc. shareholders received shares of Data Growth, Inc., in exchange
for Photoloft's shares of common stock. PhotoLoft, Inc. became a wholly-owned
subsidiary of Data Growth, Inc. and all of the executive officers and directors
of Data Growth, Inc. resigned and the executive officers and directors of
PhotoLoft, Inc. became the executive officers and directors of Data Growth, Inc.
Data Growth, Inc. then changed its name to PhotoLoft.

     In December 2000, we purchased all of the outstanding common stock of
Extreme Velocity Group, Inc. ("EVG") and changed our name to BrightCube. After
the acquisition of EVG, the former shareholders of EVG held approximately 25% of
our common stock and one position on our Board of Directors. EVG, formerly
Frameyourart.com, commenced operations on July 1, 1999. Until November 2000, EVG
operated as two separate companies, Extreme Velocity Group, Inc. and Advanced
Media Products. Advanced Media Products was a developer and distributor of
digital papers and commenced operations in January of 2000. In November 2000,
Extreme Velocity Group, Inc. and Advanced Media Products merged.

     In November 2001 we entered into an Asset Purchase Agreement (the "Purchase
Agreement")  with  Canon  U.S.A.,  Inc.  ("Canon"). The assets we sold consisted
primarily of Brightcube's ASP Services operating division including the majority
of  the  hardware  and  software  that  comprised  the  operating assets of that
division.  Included in the sale were certain Internet domain names and websites,
most  significantly  that  of  www.photoloft.com  and  all intangible rights and
property  associated  with  the  ASP  Services  including  a  utility  patent
application.  This  division  was  based  in  Campbell,  CA.

     All of our business is currently conducted through BrightCube, Inc. Our
principal executive offices are located at 240 Center Street, El Segundo,
California, 90245 (telephone: 310-535-4555). We also maintain Web sites at
www.brightcube.com, www.brightcubesolution.com, www.photoinkjet.com, and
------------------  --------------------------  -------------------
www.frameyourart.com.  The content of these Web sites does not constitute a part
--------------------
of this Annual Report on Form 10-KSB.

PRODUCTS AND SERVICES

DIGITAL PAPERS

     We develop and distribute a proprietary line of papers designed for
high-end professional inkjet printing for the art and photographic markets.
These papers are designed by our in-house team and produced by outside mills. We
utilize several mills for the production of our papers and several coating
plants for coating the paper purchased from the mills. While we believe that
there are other mills and coating plants that could supply our paper, should one
of these mills or coating plants be unable or unwilling to provide our paper we
could face a severe short-term supply shortage. We also distribute papers
designed and sold by other companies. Our papers are designed to maximize the
gamut (range of color) available from a particular image. Each paper is matched
with a computerized color profile that optimizes the output from each specific
printer type to ensure the highest quality print. In addition, the papers are
designed to ensure long-term archivability, meaning the length of time before an
image's color starts fading, and the reduction of distortion that often appears
when images are viewed in different lighting. An inherent problem with most
inkjet prints is that the color tends to fade relatively quickly. Our papers
help overcome this problem through our proprietary coatings applied to the
papers. The development of these papers is dependant on our internal team that
has numerous years of experience in the development and marketing of such
papers. The loss of any member of this team could significantly impact our
ability to develop new papers.


                                        6
<PAGE>
TECHNOLOGY

     Our primary current product offering in our Technology division is the
Brightcube Solution(TM), a complete end-to-end print on demand system currently
optimized for the art market.  The Brightcube Solution consists of a hardware
box designed by us to receive high-resolution images over the Internet and then
process those images and print to a wide format inkjet printer.  This system is
paired to an on-line Image Bank of art images that users can select from and
have printed on their local wide format printer via our hardware.  The system is
designed to be very simple to use and requires no computer or color management
expertise.  All of the images are encrypted on our servers prior to transmission
over the Internet and then decrypted by our local hardware at each location.
The images are subsequently erased to minimize any chance that the digital files
will be compromised.

     This system offers our customers, primarily art galleries and frame shops,
a significant value. It reduces the amount of inventory they need to carry,
lowers shipping costs, helps maximize their retail space usage, print pieces in
a variety of sizes and on different types of paper to better match their
customers custom tastes. For art publishers, such as Devon Publishing Group, it
provide a high security delivery system, eliminates the need for a portion of
their inventory which lowers their carrying costs and reduces the risk of
obsolescence, and provides instant gratification to their customers.

     Under the Technology division, we also sold memberships under the
FrameYourArt.com business plan. However, during 2001 due to changes in the
Internet market and our lack of money for marketing, our membership base began
to significantly decline. We do not expect a material amount of revenue from
www.frameyourart.com going forward. We do, however, plan on redirecting most of
--------------------
the technology developed for frameyourart.com for use in the BrightCube
                             ----------------
Solution(TM).

STRATEGY

BrightCube is focused on profiting from its superior high quality digital
papers.  These papers provide BrightCube with recurring, high margin revenue
streams.  BrightCube has positioned itself to profit from the intersection of
two market forces overtaking the art and photography markets: specifically,
digital imaging and inkjet printing technology.   With the advent of digital
imaging, images are captured, stored and delivered digitally allowing for
digital printing as well as remote location printing (print-on-demand).  These
images have historically, depending on the market, been printed using film or
traditional printing methods.  Today, superior quality prints that exceed the
quality standards of silver halide film and traditional lithography art work
printing can be produced using inkjet printers and quality digital papers,
without the production costs, minimum edition requirements, inventory carrying
costs and other expenses associated with traditional methods.

In order to maximize the markets for our papers BrightCube develops networks and
distribution channels for digital papers.  The flagship distribution channel is
the BrightCube Solution(TM).  By focusing on the digital paper and digital image
delivery systems the Company is positioned to capture a significant portion of
the rapidly expanding market being created by the convergence of superior inkjet
technologies and the adoption of digital imaging with a capture, storage and
distribution medium.

The Company is actually negotiating a deal with several large companies to
provide private label products to these companies.  Such arrangements would
provide high volume deals and introduction into mass consumer markets.


                                        7
<PAGE>
MARKETING AND PROMOTION

     Our marketing is centered on access to each of our sales channels. For our
Technology division, we are targeting very defined market segments that are
readily identified such as frame shops and art galleries. From these market
segments we target the sale of our papers and other products.

     Our marketing efforts have three components: direct marketing, trade
publications and trade shows. The direct marketing is carried out to attract
initial customers through telemarketing mainly from industry lists and other
leads. These lists are obtained from a variety of sources. We also receive leads
from our partners such as Devon. The trade publications have been successful in
generating brand awareness and establishing our position in the industry. We
believe that this type of marketing is very efficient and effective, in addition
to being relatively economical compared to major mainstream publications.
Finally, targeted trade shows have been successful in lead generation and sales.

     Our sales force has two components: independent contractors and inside
commissioned sales people. We currently have two independent contractors who
focus on specific market segments in which they have experience. They are
typically compensated entirely based on product sold. We currently have two
independent contractors but are seeking to hire several additional contractors
as well. Our inside sales people receive a base salary as well as commission on
product sold. They focus on leads provided from a variety of sources and work
with our existing customers to whom they have established relationships.

ADMINISTRATIVE OPERATIONS

     Our administrative functions are provided almost entirely in-house. We use
outside accountants for our audit and tax reporting functions and outside law
firms for a variety of legal matters. Certain technology hosting solutions are
provided by third parties, see "Systems" below.

SYSTEMS

     The equipment that supports our hosting infrastructure is located in a
secured individual cage space, meaning that the equipment is surrounded by a
locked metal cage, at a web site hosting facility operated by Qwest
Communications, Inc. ("Qwest") and Data Pipe. Qwest also provides our hosting
infrastructure with its connection to the Internet and houses some of our
equipment.

     Our hosting infrastructure is based on proven, existing technology such as
Microsoft products. These servers share the obligation of supporting our web
sites in such a manner that when one is overburdened, it shifts the excess
obligation another server. This provides substantial assurances that our
infrastructure will remain accessible to users. We have a staff of approximately
two to three individuals that maintain these systems. These individuals rotate
their schedules to provide 24 hours technical support on the system.


COMPETITION

     There are several competitors in the digital paper market including Legion
Paper, Hahnemuhle and others. These competitors offer good quality products but
are not as focused on the digital market as we are. Our team that designs our
papers has been in the forefront of developing digital papers for companies such
as Legion Paper. We believe that with our expertise and focus on digital papers
we will be able to outpace our competitors. We are committed to constantly
developing new products to complement our product line. In some cases we also
directly source papers from other manufacturers with little or no changes made
to their design. We are therefore dependant on being able to find and source
these products at competitive prices.


                                        8
<PAGE>
     We believe that we are one of the few companies to gather all of the
necessary components to provide true print-on-demand to the art and professional
photography market via the BrightCube Solution. By obtaining a wide variety of
current images by developing relationships with artists and art publishers,
providing the technology to deliver and print the images and distributing
quality inkjet papers, we are able to provide the entire end-to-end solution to
our customers. Currently, there are certain players offering portions of this
system but not the entire solution. There are numerous companies offering
digital printing services to publishers but they do not offer on-demand printing
and normally play in a higher end portion of our market.  Our ability to offer
print-on-demand is greatly enhanced by our digital papers, which provide us with
a recurring revenue stream from every transaction.

INTELLECTUAL PROPERTY

     "Brightcube" is a trademark and service mark of Brightcube, Inc.
Registration of the mark "Brightcube" is currently pending before the United
States Patent and Trademark Office.

          We regard the protection of our copyrights, service marks, trademarks,
trade dress and trade secrets as critical to our future success and rely on a
combination of copyright, trademark, service mark and trade secret laws and
contractual restrictions to establish and protect our proprietary rights in
products and services. We have entered into confidentiality and invention
assignment agreements with our employees and contractors, and nondisclosure
agreements with our suppliers and strategic partners in order to limit access to
and disclosure of our proprietary information. There can be no assurance that
these contractual arrangements or the other steps taken by us to protect our
intellectual property will prove sufficient to prevent misappropriation of our
technology or to deter independent third-party development of similar
technologies.  While we intend to pursue registration of our trademarks and
service marks in the U.S. and internationally, effective trademark, service
mark, copyright and trade secret protection may not be available in every
country in which our services are made available online.

     We also rely on certain technologies that we license from third parties,
such as the suppliers of key database technology, the operating system and
specific hardware components for our products and services.  There can be no
assurance that these third party technology licenses will continue to be
available to us on commercially reasonable terms. The loss of such technology
could require us to obtain substitute technology of lower quality or performance
standards or at greater cost, which could materially adversely affect our
business, results of operations and financial condition.

     Although we do not believe that we infringe the proprietary rights of third
parties, there can be no assurance that third parties will not claim
infringement by us with respect to past, current or future technologies.  We
expect that participants in our markets will be increasingly subject to
infringement claims as the number of services and competitors in our industry
segment grows. Any such claim, whether meritorious or not, could be
time-consuming, result in costly litigation, cause service upgrade delays or
require us to enter into royalty or licensing agreements. Such royalty or
licensing agreements might not be available on terms acceptable to us or at all.
As a result, any such claim could have a material adverse effect upon our
business, results of operations and financial condition.

GOVERNMENTAL REGULATION

     Our company, operations and products and services are all subject to
regulations set forth by various federal, state and local regulatory agencies.
We take measures to ensure our compliance with all such regulations as
promulgated by these agencies from time to time. The Federal Communications
Commission sets certain standards and regulations regarding communications and
related equipment.


                                        9
<PAGE>
     There are currently few laws and regulations directly applicable to the
Internet. It is possible that a number of laws and regulations may be adopted
with respect to the Internet covering issues such as user privacy, pricing,
content, copyrights, distribution, antitrust and characteristics and quality of
products and services. The growth of the market for online commerce may prompt
calls for more stringent consumer protection laws that may impose additional
burdens on those companies conducting business online. Tax authorities in a
number of states are currently reviewing the appropriate tax treatment of
companies engaged in online commerce, and new state tax regulations may subject
us to additional state sales and income taxes.

     Several states have also proposed legislation that would limit the uses of
personal user information gathered online or require online services to
establish privacy policies. The Federal Trade Commission has also initiated
action against at least one online service regarding the manner in which
personal information is collected from users and provided to third parties.
Changes to existing laws or the passage of new laws intended to address these
issues, including some recently proposed changes, could create uncertainty in
the marketplace that could reduce demand for our products and services or
increase the cost of doing business as a result of litigation costs or increased
service delivery costs, or could in some other manner have a material adverse
effect on our business, results of operations and financial condition. In
addition, because our services are accessible worldwide and we facilitate sales
of goods to users worldwide, other jurisdictions may claim that we are required
to qualify to do business as a foreign corporation in a particular state or
foreign country. Our failure to qualify as a foreign corporation in a
jurisdiction where it is required to do so could subject us to taxes and
penalties for the failure to qualify and could result in our inability to
enforce contracts in such jurisdictions. Any such new legislation or regulation,
or the application of laws or regulations from jurisdictions whose laws do not
currently apply to our business, could have a material adverse effect on our
business, results of operations and financial condition.

EMPLOYEES

     As of March 15, 2002, we had 33 full time employees, including 8 in
marketing, advertising and sales and customer support.

     We have several key employees who are critical to the success of our
business.  Loss of any of these employees could severally harm our business.  Al
Marco, our Chief Executive Officer, is critical to the strategy and ongoing
leadership of Brightcube.  Ralph Roessler, our President of Consumable Products,
develops our digital papers and has critical relationships with several of our
customers and suppliers.  Elizabeth Wenner, our Vice President of Business
Development, is critical to our marketing and business development.  Eric
Howard, our Chief Financial Officer, is in charge of our financial matters
including financial reporting, daily accounting activities, investor relations
and our efforts to obtain adequate financing for the Company.

     We believe that our future success will depend in part on our continued
ability to attract, integrate, retain and motivate highly qualified technical
and managerial personnel, and upon the continued service of our senior
management and key technical personnel.  The competition for qualified personnel
in our industry and graphical location is intense, and there can be no assurance
that we will be successful in attracting, integrating, retaining and motivating
a sufficient number of qualified personnel to conduct our business in the
future.  From time to time, we also employ independent contractors to support
our research and development, marketing, sales and support and administrative
organizations.  We have never had a work stoppage, and no employees are
represented under collective bargaining agreements.  We consider our relations
with our employees to be good.


                                       10
<PAGE>
ITEM 2.  DESCRIPTION OF PROPERTY

     Our executive offices, comprising approximately 14,000 square feet, are
located at 240 Center Street, El Segundo, California, 90245. This facility is
leased under a five-year lease, and the monthly rent is $13,120 and subject to
5% per annum increases. We believe that our current facilities will be suitable
for the foreseeable future.

     The majority of our computer systems that are used internally are
maintained internally at our location by our employees. However, we maintain
substantially all of our computer systems used for the Brightcube Solution at
Qwest Communications, Inc. in Burbank, California. Our operations are dependent
in part on our ability to protect our operating systems against physical damage
from fire, floods, earthquakes, power loss, telecommunications failures,
break-ins or other similar events. Furthermore, despite our implementation of
network security measures, our servers are also vulnerable to computer viruses,
break-ins and similar disruptive problems. The occurrence of any of these events
could result in interruptions, delays or cessations in service to our users,
which could have a material adverse effect on our business, results of
operations and financial condition.

ITEM 3.  LEGAL PROCEEDINGS

From  time to time we are a party to various lawsuits that arise in the ordinary
course  of  business.  In  the  opinion  of  management,  these lawsuits, in the
aggregate,  are  not expected to have a material adverse effect on our financial
condition.

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


None


                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

PRICE RANGE OF COMMON STOCK

     From March 1, 1999 through December 20, 2000, our common stock was trading
on the National Association of Security Dealers Over-The-Counter Market Bulletin
Board under the symbol "LOFT".  Since December 20, 2000, our common stock has
been trading on the National Association of Security Dealers Over-The-Counter
Market Bulletin Board under the symbol "BRCU".   The following table sets forth
the range of high and low bid prices of the common stock for each calendar
quarterly period since trading commenced as reported by the National Quotation
Bureau, Inc.  Prices reported by the National Quotation Bureau represent prices
between dealers, do not include retail markups, markdowns or commissions and may
not represent actual transactions.  See also "Item 6. Management's Discussion
and Analysis or Plan of Operations-Factors Affecting Our Operating Results,
Business Prospects and Stock Prices-- Our Common Stock Price Is Likely To Be
Highly Volatile."


                                       11
<PAGE>
                                                    High          Low
                                                    ----          ---
     2002
     ----

     January 1 to March 15                         $0.280       $0.080

     2001
     ----

     First Quarter (January 1 to March 31)         $0.343       $0.078
     Second Quarter (April 1 to June 30)           $0.400       $0.120
     Third Quarter (July 1 to September 30)        $0.350       $0.250
     Fourth Quarter (October 1 to December 31)     $0.090       $0.250

     2000
     ----

     First Quarter (January 1 to March 31)         $3.625       $1.718
     Second Quarter (April 1 to June 30)           $2.937       $1.968
     Third Quarter (July 1 to September 30)        $2.625       $0.875
     Fourth Quarter (October 1 to December 31)     $1.740       $0.187

     As of March 15, 2002, there were approximately 400 holders of record of our
common stock, which does not take into account those stockholders whose
certificates are held in the name of broker-dealers or other nominees.

DIVIDEND POLICY

         We have not declared or paid cash dividends or made distributions in
the past, and we do not anticipate that we will pay cash dividends or make
distributions in the foreseeable future.  We currently intend to retain and
invest future earnings to finance our operations.

RECENT SALES OF UNREGISTERED SECURITIES

     In August 2001, the Company accepted $1,350,000 in new equity investment
from several accredited investors and issued 6,750,000 shares of common stock to
these investors.  The Company filed a registration statement to register these
shares with the Securities and Exchange Commission during November 2001 that is
currently effective.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

     We were founded in 1993 as AltaVista Technology, Inc.  In July 1998, the
URL, AltaVista.com was sold to Digital Equipment, now Compaq Computer, and we
changed our name to Photoloft.com.  Through February 1999, revenues were derived
primarily through the sale of advertising.  Beginning in February 1999, we began
focusing on increasing e-commerce sales and advertising sales.  This continued
to be the Company's focus through the first half of 2000 at which point we began
focusing on providing private label sites to other businesses that wanted their
own photo sharing sites and by powering other digital imaging applications.
These services generated revenue through revenue splits with our clients and
hosting fees.

     On December 20, 2000 we changed our name to Brightcube, Inc. after the
acquisition of Extreme Velocity Group, Inc. ("EVG")  by PhotoLoft.  PhotoLoft
provided the digital imaging software and hosting infrastructure business lines,
(together "ASP Services") and EVG provided the digital paper (the Consumable
division)  and dealer networks division (now called the Technology division).
In December 2000 we changed our focus to that of  a developer and provider of
digital imaging infrastructure, technology, products, services and papers for
the professional art and photography markets. We utilize several web sites, a
line of digital papers (consumables), digital imaging software and hosting
infrastructure and a subscription based dealer network to enable our clients to
store, deliver and print images.  During 2001, we introduced the BrightCube
Solution(TM), sold the ASP Services (Photoloft) division and experienced a
significant decline in dealer memberships to our dealer network and changed the
name of the division to Technology from Dealer Networks.


                                       12
<PAGE>
     The BrightCube Solution is an automated system to deliver art images to be
printed on demand in remote locations. The solution consists of an Image Bank
powered by our digital imaging software and hosting solutions that provides a
library of digital art images coupled with a hardware device (called the
"BrightCube Box") that allows for easy and secure printing on a wide format
inkjet printer. We signed an agreement with Devon Publishing Group ("Devon"),
one of the largest art publishers in the United States, allowing us to
electronically distribute selected images through the BrightCube Solution. The
BrightCube Solution users can access this Image Bank over the Internet and order
an image to be printed. An image that is selected from our online Image Bank is
encrypted, sent from our servers over the Internet to the dealer's location and
printed directly on a wide format inkjet printer without being stored on the
dealer's computer. They are able to determine the print size and substrates,
which include fine art papers, gloss, matte finishes, and canvas papers. All
images are first encrypted for transmission security before they are sent from
our servers. The BrightCube Solution Box includes a Raster Image Processor (RIP)
that configures the printer for high-resolution image printing results without
any technical expertise by the operator. Thereafter, the dealer's printer is
able to output professional quality prints at a reduced cost when compared to
other printing and distribution methods, primarily through the reduction of
inventory costs.

     During May 2001, the Board of Directors decided to discontinue the ASP
Services which provided the digital imaging software and hosting infrastructure
for the photography market. Our digital imaging software and hosting
infrastructure was provided through two channels: a consumer site, branded as
PhotoLoft.com, and a business-to-business hosting and infrastructure service. In
November 2001, substantially all of these assets were sold to Canon U.S.A., Inc.

     The current dealer network is focused on art framing galleries around the
country. In the past, the galleries could sign-up and receive the distribution
rights for a particular zip code from our e-commerce site, www.frameyourart.com.
Consumers can place orders for art and frames on this site and pick up the
framed artwork at their local frame shops. In 2000 this network had as many as
635 paying memberships covering more than 1,000 zip codes. However, due to the
high cost of acquiring customers for e-commerce sites, we have been moving away
from the zip code based model. In 2001, we were in the process of transitioning
these dealers from a zip code driven service to a subscription service under
which we provided marketing support and technology solutions.  While still
operating, the dealer network has declined significantly and we do not
anticipate any material future revenues from the network.  We are instead
focused on the BrightCube Solution, as described above.  We also intend to use a
substantial portion of the technology from www.frameyourart.com in the
                                           --------------------
BrightCube Solution during 2002.   As a result of this transition, the
membership of our dealer network has declined since December 31, 2000 to 91 as
of March 15, 2002.

CRITICAL ACCOUNTING POLICIES

In December 2001, the SEC requested that all registrants list their three to
five most "critical accounting policies" in their MD&A.  The SEC indicated a
"critical accounting policy" is one which is both important to the portrayal of
the company's financial condition and results and requires management's most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain.   Our
significant accounting policies are described in Note to the consolidated
financial statements included as Exhibit 99.9 to this From 10-KSB.  We believe
that the following accounting policies fit the definition of critical accounting
policies:


                                       13
<PAGE>
REVENUE RECOGNITION

Our revenue recognition is significant because our revenue is a key component of
our results of operations and affects the timing of certain expenses such as
commissions.  Our revenues are derived principally from the sale of
subscriptions and digital images to a dealer network and the sale of consumables
products related to the fine art and digital market.  The subscription revenues
are derived from numerous customers located principally in metropolitan areas
throughout the United States and billed to credit cards on a monthly basis.
Generally, the credit cards are billed at the end of a month of service.
Product revenues from the sale of digital paper, related products and images or
download of the image are recognized when delivered to the customer (generally
upon shipment or download), provided no significant obligations remain and
collectibility is likely.  However, collectibility is an estimate based on our
experience and knowledge of each specific account.  Should collectibility
decline unexpectedly, our cash flows would suffer.  We provide for an allowance
for product returns when the related sale is recorded.  Historically, product
returns have been insignificant. See Allowance for Doubtful Accounts below.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

We grant credit to our customers after undertaking an investigation of credit
risk for all significant amounts.  We periodically provide for an allowance for
doubtful accounts at a level deemed appropriate to adequately provide for known
and inherent risks related to such amounts.  The allowance is based on reviews
of loss, adjustments history, current economic conditions and any specific
information that we may have on customers.  We use the best information
available to us in making such determinations.  While we believe that our
reserves are adequate, if our information turns out to be incomplete or
inaccurate, our allowance for doubtful accounts could be insufficient and our
operating results could suffer.

INVENTORY VALUATION

We establish valuation allowances for any obsolete or defective inventory
periodically.  Such reserves are based on management's experience and knowledge
of any problems with our inventory.  We believe that our inventory is currently
stated at the lower of cost or market or net realizable value.  If our
experience or knowledge is inadequate, the value of our inventory could be
overstated and our operating results could suffer.

VALUATION OF LONG-LIVED ASSETS, INCLUDING GOODWILL AND OTHER INTANGIBLES

We assess the impairment of goodwill and identifiable intangible assets whenever
events or changes in circumstances indicate that the carrying value may not be
recoverable. Factors we consider important which could trigger an impairment
review include the following:
-    significant underperformance relative to expected historical or projected
     future operating results;
-    significant changes in the manner of our use of the acquired assets or the
     strategy for our overall business;
-    significant negative industry or economic trends.

When we determine that the carrying value of goodwill and other intangible
assets, and property and equipment, may not be recoverable based upon the
existence of one or more of the above indicators of impairment, we measure any
impairment based on a projected discounted cash flow method using a discount
rate determined by our management to be commensurate with the risk inherent in
our current business model.  Subsequent to our acquisition of EVG, we
experienced significant decreases in actual and forecasted revenue of the
acquired operations, principally due to a declining membership base in our
Dealer Network, which indicated that the recorded values of the long-lived
assets were impaired.  As a result, we performed an analysis of our long-lived
assets, assisted by a third party valuation firm, and concluded that a
$4,711,800 write-down of goodwill was necessary during the year ended December
31, 2001.  There are many assumptions and estimates underlying the determination
of an impairment loss. Another estimate using different, but still reasonable,
assumptions could produce a significantly different result.  The remaining net


                                       14
<PAGE>
goodwill amounted to $3,768,000 as of December 31, 2001 and relates to our
Consumables business segment.  On January 1, 2002, Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets"
became effective, and as a result, we will cease to amortize this goodwill. We
had recorded approximately $1,368,100 of goodwill amortization during 2001 and
would have recorded $538,300 in goodwill amortization during 2002.  In lieu of
amortization, we are required to perform an initial impairment review of our
goodwill in 2002 and an annual impairment review thereafter. As a result of the
write-down of goodwill during 2001 noted above, we do not expect to record an
impairment charge upon completion of the initial impairment review.  However,
there can be no assurance that at the time the review is completed a material
impairment charge will not be recorded.

INCOME TAXES

As a result of our historical losses, we have significant deferred tax assets
that could be utilized if we become profitable and are required to pay income
taxes.  However, pursuant to the "change in ownership" provisions of the Tax
Reform Act of 1986, utilization of our net operating loss carryover may be
limited if a cumulative change of ownership of more than 50% occurs within any
three-year period.  While an ownership change may have occurred as a result of
certain share transactions more fully described in our consolidated financial
statements, we have not determined if such a change in ownership has occurred or
the amount of the loss carryover limitation, if any.  We believe that our
current business model will ultimately lead to profitability and that the
deferred tax asset will have value, but due to our lack of profitable historical
operating history, potential limitations on usage of operating losses and
general uncertainty, we provide for a 100% valuation allowance against our
entire deferred tax asset.  Should our operating results and analysis of "change
in ownership" provisions indicate that our profitability is more likely than not
to lead to the utilization of all or a portion of the deferred tax asset, we
will immediately reverse a portion of our valuation allowance. Subsequent
revisions to the estimated net realizable value of the deferred tax asset could
cause our provision for income taxes to vary significantly from period to
period, although our cash tax payments would remain unaffected until the benefit
of the NOL is utilized.

RESULTS OF OPERATIONS

Based on our decision to discontinue the ASP Services division, our Consolidated
Statements of Operations discloses the results of those operations as a single
line item called Loss From Discontinued Operations for all periods presented.
On December 20, 2000, we acquired Extreme Velocity Group, Inc. and implemented
certain parts of our current business strategy, in particular the Technology
(formerly known as Dealer Networks)  and Consumables business units.  Prior to
that acquisition our operations consisted solely of the ASP Services division.
As the results of the comparable period in 2000 were the results only from the
ASP Services division, a year to year comparison below does not make sense.

Revenues for fiscal 2001 were $1,568,000 (not including revenues from
discontinued operations of $505,800).  As discussed in the Financial Statements
(Note 14), management decided to discontinue the ASP Services segment during May
2001.  Our revenue growth was not as rapid as anticipated due to the delay of
certain product releases, primarily the release of new papers. Additionally, our
initial paper line, while of excellent quality and well received, was limited.
Numerous customers requested a complete product line in order to reduce the
number of vendors supplying their inventory.  We then began to develop a
complete line of digital papers.  This line is expected to be in place in April
of 2002.  For the fiscal year 2001, the principal components of revenue were
generated from the Dealer Network ($435,600) and the Consumables ($1,132,400)
divisions, acquired as part of the EVG transaction.  During 2001, we experienced
a significant decline in our Dealer Network membership base and do not
anticipate focusing on this business in the near future.  Also, our expected
increase in consumables sales were delayed due to certain production problems on
a new paper line, which we believe have now been corrected as we began receiving
our initial production runs of these products in August 2001.  Our revenue was


                                       15
<PAGE>
also negatively impacted by a general economic slowdown in the third quarter
that was particularly pronounced in September and October 2001.  Specifically,
the BrightCube Solution(TM)   was to be launched in October with the major
introduction to take place at a trade show in October that was cancelled as a
result of the September 11, 2001 incidents.  Therefore, the actual launch date
was postponed until November and December of 2001, and therefore, we did not see
a significant amount of revenue from the Brightcube Solution in 2001.

     The gross profit for fiscal 2001 was $561,300, or 36% of revenues for the
period, (excluding gross profit from discontinued operations of $310,900).
$216,000 of this relates to the Consumables division and $345,300 was generated
from the Technology division. We expect our gross margin percentage to improve
in the future, particularly in our Consumables division, as customer
relationships improve and sales volumes increase.

     Sales and marketing expenses for fiscal 2001 were $1,184,700.
Substantially all of the sales and marketing expense resulted from the promotion
of the Technology and Consumables products.  Specifically, expenses were
incurred to advertise both a new paper line and the BrightCube Solution. In
order to promote these products, we advertised in trade magazines, mainly within
the art industry, and attended several trade shows.  We also began shipping a
significant number of complimentary samples of our papers to potential customers
to demonstrate our products.  In the previous years, we did not incur comparable
expenses, as the Technology and Consumable segments had not yet been acquired.
The Technology segment incurred $678,200 of sales and marketing expenses for the
year ended December 31, 2001.  The Consumables division incurred $506,500 in
sales and marketing expenses for the same period.

     General and administrative expenses for fiscal 2001 were $10,427,800.
Included in general administrative expenses is a goodwill impairment loss of
$4,711,800, resulting from the write-down of goodwill pertaining to the
Technology division and our dealership network in particular,  which experienced
a significant decline in memberships.  Other items included in the  general and
administrative costs were amortization of goodwill and other intangibles
($1,419,000), accounting ($540,000) and legal expenses ($533,100), including the
costs associated with being a publicly traded company, rent ($228,000),
depreciation ($245,500), administrative personnel, and compensation relating to
stock option and warrant grants ($682,100).  Beginning in December of 2000 and
continuing until January 2001, we significantly reduced headcount, mainly at the
Campbell, California location.  These headcount reductions were the result of
moving our corporate headquarters from Campbell, California to El Segundo,
California, the integration of the EVG acquisition with reduction of certain
redundant positions and through other efforts to reduce expenditures.  We expect
the majority of the general and administrative expenses to continue after the
disposition of the ASP Services division, as the ASP Services discontinued
operations included the majority of the costs associated with the Campbell,
California office.   We had recorded approximately $1,368,100 of goodwill
amortization in 2001 and will cease to amortize goodwill in 2002 as a result of
our implementation of SFAS No. 142.

     The following general and administrative expenses were incurred by the
Technology division: $56,500 depreciation expense, $397,300 amortization costs,
$151,200 accounting services, $149,300 legal fees, and $63,800 rent expense.

     The following general and administrative expenses were incurred by the
Consumables division for the year ending December 31, 2001: $189,000
depreciation expense, $1,021,700 amortization costs, $388,800 accounting fees,
$383,800 in legal fees, and $164,200 in rent expense.

     Other  income  (expense)  in  2001 consisted of interest income of $26,700,
other income of $126,200 and interest and other expense of ($542,200).  Interest
income  earned  is  a  result  of  the cash remaining from the Company's private
placement  of  its equity securities in 2000.  Other income consists principally
of $119,000 earned in connection with web site development services performed in


                                       16
<PAGE>
return for magazine advertisement and trade show booth space credits pursuant to
a  non-cash  exchange.  Interest and other expense relates primarily to $475,000
of  interest  expense  incurred  in  connection  with  the  issuance of warrants
attached  to  a  Bridge  Loan  received  in  July  2001.

     Net  loss  for  fiscal 2001 was $11,828,300, reflecting both continuing and
discontinuing operations, an increase of $754,000 from a net loss of $11,074,300
for  fiscal  2000,  which  reflects only the discontinued operations. The fiscal
year  2001  net loss includes a goodwill impairment loss of $4,711,800 which was
not  incurred  in  2000.  The  Technology segment's loss before income taxes was
$6,235,900 for the year ended December 31, 2001. The Consumables division's loss
before  income  taxes  was  $5,592,400  for  the  year  ended December 31, 2001.

     During 2001 our total assets decreased from $14,721,700 at December 31,
2000 to $5,563,700 at December 31, 2001. The majority of this decrease is
attributable to the goodwill impairment loss of $4,711,800 and a $3,550,100
decrease in cash and cash equivalents. Cash decreased as a result of working
capital necessary to fund our operations as a result of continuing operating
losses.

     Our total liabilities also decreased from $2,399,300 at December 31, 2000
to $2,056,500 at December 31, 2001, due mainly to payment of accrued expenses
and payment on the debt of $690,000 assumed with the EVG acquisition, which was
partially offset by an increase in loans payable to shareholders.

INCOME  TAXES

     As  of  December 31, 2001, we had a gross deferred tax asset of $6,887,400,
principally  arising  from net operating loss carry forwards available to offset
future  taxable  income.  As  management cannot determine that it is more likely
than  not  that  we  will  realize the benefit of these assets, a 100% valuation
allowance  has  been  established.

LIQUIDITY AND CAPITAL RESOURCES

     Net  cash used in operating activities during fiscal 2001 was $5,803,300, a
decrease of $1,516,900, compared to $7,320,200 during fiscal 2000.  The net cash
used in operating activities in fiscal 2001 primarily reflects the net effect of
the  loss  for  the  period  and  the  cash  used in the discontinued operations
segment,  which  excluded non-cash compensation expense relating to stock option
and  warrant  grants  of  $682,100,  a non-cash goodwill amortization expense of
$1,368,100  and  a  goodwill  impairment  loss  of  $4,711,800.

     Net  cash provided by investing activities during fiscal 2001 was $997,300,
an  increase of  $1,057,500 compared to net cash used in investing activities of
$60,200  during  fiscal  2000.  The  net  cash  provided by investing activities
during  the 2001 primarily reflects the sale of the ASP discontinued services to
a  third party for $1,020,000, less the purchase of computer equipment.  The net
cash used in investing activities in fiscal 2000 primarily reflects purchases of
property  and  equipment  of  $306,500,  offset  by  $250,000 cash received from
payments  of principal on the note receivable relating to the purchase of common
stock  by  an  investor  in  1999.

     Net cash provided by financing activities was $1,255,900 during fiscal
2001, primarily reflecting approximately $1,350,000 of cash received from the
issuance of stock in a private placement, net of stock issuance costs, and
borrowings from shareholders.  These cash proceeds were partially offset by the
repayment of a note payable to a bank and the establishment of a restricted cash
account.


                                       17
<PAGE>
     To date, we have funded our operations primarily through private placements
of equity securities.  At December 31, 2001, we had cash and cash equivalents of
$237,200 (excluding restricted cash of $345,000) as compared to $3,787,300 at
December 31, 2000.  The working capital deficiency as of December 31, 2001 was
($615,200).  Our positive working capital as of December 31, 2000 was
$2,295,500.  Primarily as a result of significant recurring losses, our
independent certified public accountants modified their report on our December
31, 2001 financial statements to include an uncertainty paragraph wherein they
expressed substantial doubt about our ability to continue as a going concern.

     In April 2001, City National Bank informed us that we were out of
compliance with a loan covenant which requires that we maintain cash balances of
at least 1.75 times the loan balance.  As a result, City National Bank
transferred $517,500 into a restricted account.  Once our cash balances exceed
the minimum requirements, the funds will be released.  As of December 31, 2001,
our loan balance was $345,000.  As required by our loan covenants, $345,000 was
held in a restricted account as of December 31, 2001 as collateral for repayment
of the loan.

     During July 2001, we obtained a Bridge Loan from one of our stockholders,
Intellect Capital Group LLC (ICG), in the amount of $500,000 at an annual 8%
interest rate. The funds were used for general working capital purposes and had
a 15 day demand notice call provision.  On July 14, 2001 we negotiated a
forbearance agreement with ICG providing us with a 30 day period during which
ICG would not call the loan in exchange for a warrant for the purchase of
1,875,000 shares of common stock with a $0.30 exercise price per share.  As
further discussed below, we renegotiated the bridge loan with ICG.

     In August 2001, we accepted $1,350,000 in new equity investment from
several accredited investors and issued 6,750,000 shares of common stock to
these investors.    We filed a registration statement with the Securities and
Exchange Commission during November 2001 registering those shares. We are also
in the process of trying to raise additional financing to fund operations and
anticipate closing on this funding by June 2002.

     In November 2001, we received $1,020,000 from sale of the ASP Services
division.  $180,000 of the total consideration was deposited in an escrow
account to be held for fourteen months to secure satisfaction of certain
contingencies by us, if any.

     In February and March, 2002, we received $1,151,700 in net disbursements
($1,325,000 gross before expenses) from a bridge loan (the "Bridge") from
unrelated investors raised through the Company's placement agent vFinance
Investments LLC. The Bridge is structured as 9-month notes, bearing interest at
12% per annum and each investor received a warrant for the purchase of one
common share per dollar of bridge loan at $0.09 per share. Additionally, should
the notes not be repaid within the nine months, the note holders will be
entitled to additional warrants to purchase 2,500,000 shares of common stock, at
an exercise price of $0.06 per share, up to a maximum of warrants covering
10,000,000 shares of common stock.

     In February 2002 the Promissory Note for the bridge loan from Intellect
Capital Group LLC (ICG) ($500,000 dated July 16, 2001) was amended in connection
with terms required by investors in the Bridge. Under the terms of the amendment
ICG will: (i) in the event of repayment of less than the entire amount then
outstanding under the new bridge loan described above, ICG will subordinate its
payment rights such that ICG shall receive $1 for every $2 paid to the note
holders under the Bridge, (ii) ICG shall not transfer the note, and (iii) ICG
shall not demand payment on loan for nine months from the date of the last
closing of the Bridge or November 30, 2002, whichever is sooner. In the event we
file for any form of bankruptcy, this Forbearance will cease to apply. In
return, we issued a warrant to purchase 500,000 shares of common stock at an
exercise price of $0.09 per share and agreed to reprice the exercise price of
the 1,875,000 warrants, previously issued, from $0.30 to $0.09 per share.
Additionally, the interest rate described in the earlier ICG Promissory Note was
amended from 8.0% to 12% per annum as of February 19, 2002.


                                       18
<PAGE>
     Our capital requirements are dependent on several factors, including market
acceptance of our services, the amount of resources devoted to investments in
our technology and products, the resources devoted to marketing and selling our
services and other factors. If we are to enjoy continued growth, we must work to
stay at the forefront of technology and continue to grow in sales. This may
necessitate an increase in capital expenditures. In addition, we will continue
to evaluate possible investments in businesses, products and technologies and
plan to expand our sales and marketing programs

     We anticipate that we will require approximately $2 to $5 million in
additional capital funding during 2002 to grow as contemplated. We will seek
such capital funding from equity or debt financing sources, and are actively
seeking such financing at this time. We cannot assure you that we will be able
to obtain additional financing in 2002. We currently anticipate that our
available funds will be sufficient to meet our anticipated needs for working
capital, capital expenditures and business operations until May 2002. The
sufficiency of these funds through May 2002 is dependent on our ability to
increase revenues and control expenditures. If we fail to do so, we may need to
raise additional capital sooner. If additional financing is not available when
required or is not available on acceptable terms, we may be unable to develop or
enhance our products or services or take advantage of business opportunities or
respond to competitive pressures. In addition, our ability to meet our
obligations could be adversely affected. The sale of additional equity or
convertible debt securities will result in additional dilution to our
stockholders.

     If we are unable to generate required resources, our ability to meet our
obligations and to continue our operations will be adversely affected. If we are
unsuccessful in generating resources from one or more of the anticipated sources
and unable to replace any shortfall with resources from another source, we may
be able to extend the period for which available resources would be adequate by
deferring the creation or satisfaction of various commitments, deferring the
introduction of various services or features or entry into various markets and
otherwise cutting back operations. Such a scaling back of operations would
involve two phases. The first phase would involve reducing our current burn rate
by approximately 30% by reducing our number of employees particularly in the web
design and administrative departments and related overhead. The second phase
would involve substantially reducing our engineering and sales departments. Our
current work force is already very lean and any further reduction could
significantly limit our ability to function properly.

EFFECTS OF INFLATION

     Due to relatively low levels of inflation in 2000 and 2001, inflation has
not had a significant effect on our results of operations.

NEW ACCOUNTING PRONOUNCEMENTS

     In May 2000, the EITF reached a consensus on Issue 00-14, "Accounting for
Certain Sales Incentives." This issue addresses the recognition, measurement,
and income statement classification for sales incentives offered voluntarily by
a vendor without charge to customers that can be used in, or are exercisable by
a customer as a result of, a single exchange transaction. In April 2001, the
EITF reached a consensus on Issue 00-25, "Vendor Income Statement
Characterization of Consideration to a Purchaser of the Vendor's Products or
Services." This issue addresses the recognition, measurement and income
statement classification of consideration, other than that directly addressed by
Issue 00-14, from a vendor to a retailer or wholesaler. Issue 00-25 will be
effective for the Company's 2002 fiscal year. Both Issue 00-14 and 00-25 have
been codified under issue 01-09, "Accounting for Consideration Given by a Vendor
to a Customer or a Reseller of the Vendor's Products." We are currently
analyzing Issue 01-09. Issue 01-09 is not expected to have a material impact on
the Company's financial position or results of operations, except that certain
reclassifications may occur. The consensus reached in Issue 00-25 and Issue


                                       19
<PAGE>
00-14 (codified by Issue 01-09) are effective for fiscal quarters beginning
after December 15, 2001.In July 2000, the Emerging Issues Task Force ("EITF")
reached a consensus on Issue 00-10, "Accounting for Shipping and Handling Fees
and Costs." This issue addresses the income statement classification for
shipping and handling fees and costs by companies. The Company believes that its
current accounting policies are in conformity with this issue and does not
believe that Issue 00-10 will have a material effect on the Company's financial
statements.

In June 2001, the Financial Accounting Standards Board finalized FASB Statements
No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and Other
Intangible Assets (SFAS 142).  SFAS 141 requires the use of the purchase method
of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001.  SFAS 141
also requires that the Company recognize acquired intangible assets apart from
goodwill if the acquired intangible assets meet certain criteria.  SFAS 141
applies to all business combinations initiated after June 30, 2001 and for
purchase business combinations completed on or after July 1, 2001.  It also
requires, upon adoption of SFAS 142, that the Company reclassify the carrying
amounts of intangible assets and goodwill based on the criteria in SFAS 141.

SFAS No. 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually.  In
addition, SFAS No.142 requires that the Company identify reporting units for the
purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life.  An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidance in SFAS No. 142.  SFAS No. 142 is required to be
applied in fiscal years beginning after December 15, 2001 to all goodwill and
other intangible assets recognized at that date, regardless of when those assets
were initially recognized.  SFAS No. 142 requires the Company to complete a
transitional goodwill impairment test six months from the date of adoption.  The
Company is also required to reassess the useful lives of other intangible assets
within the first interim quarter after adoption of SFAS No. 142.

The Company's previous business combination (the acquisition of EVG) was
accounted for using the purchase method.  As of December 31 2001, the net
carrying of amount of goodwill remaining is $3,768,000.  Amortization expense
during 2001 was $1,368,100.  The Company will adopt SFAS No. 141 and SFAS No.
142 effective January 1, 2002, and as a result, amortization of goodwill will
cease beginning in the first quarter of 2002.  As a result of the goodwill
write-down recorded as of December 31, 2001, management does not expect the
adoption of SFAS No. 141 and SFAS No. 142 to have an adverse impact on the
Company's financial position and results of operations.

In August 2001, the FASB issued SFAS No. 143 Accounting for Obligations
Associated with the Retirement of Long-Lived Assets. SFAS No. 143 addresses
financial accounting and reporting for the retirement obligation of an asset.
SFAS No. 143 states that companies should recognize the asset retirement cost,
at its fair value, as part of the cost asset and classify the accrued amount as
a liability in the balance sheet. The asset retirement liability is then
accreted to the ultimate payout as interest expense. The initial measurement of
the liability would be subsequently updated for revised estimates of the
discounted cash outflows. SFAS No. 143 will be effective for fiscal years
beginning after June 15, 2002. The Company does not expect that the adoption of
SFAS No. 143 will have a material impact on its financial position, results of
operations, or cash flows.

In October 2001, the FASB issued SFAS No. 144 (SFAS 144) Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS 144 supersedes the SFAS No.
121 by requiring that one accounting model to be used for long-lived assets to
be disposed of by sale, whether previously held and used or newly acquired, and
by broadening the presentation of discontinued operation to include more
disposal transactions. SFAS 144 will be effective for fiscal years beginning
after December 15, 2001. The Company does not expect that the adoption of  the
SFAS No. 144 will have a material impact on its financial position, results of
operations, or cash flows.


                                       20
<PAGE>
FACTORS AFFECTING OUR OPERATING RESULTS, BUSINESS PROSPECTS AND
STOCK PRICE

     This report on Form 10-KSB contains forward-looking statements that involve
risks and uncertainties.  The factors described below, among others, could cause
our actual results to differ materially from those anticipated.

WE  ARE  MUCH  LIKE  A  START UP COMPANY AND HAVE A LIMITED OPERATING HISTORY ON
WHICH  TO  EVALUATE  OUR  POTENTIAL  FOR  FUTURE  SUCCESS.

     We  refocused on our business model in December 2000 and therefore are much
like  a  start-up  company.  We have only a limited operating history upon which
you  can evaluate our business and prospects, and have yet to develop sufficient
experience  regarding  actual  revenues  to  be  received  from our products and
services.  You  must consider the risks and uncertainties frequently encountered
by early stage companies in new and rapidly evolving markets, such as e-commerce
and  digital  imaging.   If  we  are  unsuccessful in addressing these risks and
uncertainties,  our business, results of operations and financial condition will
be  materially  and  adversely  affected.

WE  EXPECT  LOSSES  FOR  THE  FORESEEABLE  FUTURE

     Since 1997, we have incurred losses from operations, resulting primarily
from costs related to developing our web site, attracting users to our web site,
establishing our brand and building our infrastructure. We significantly
increased expenditures during 2000 and then scaled those expenditures down by
the end of the year in order to reduce this expenditure rate. To do so we
refocused the business and have streamlined operations.  Also, at the end of
2000 we acquired a new business and disposed of a line of business in 2001.  Our
current business is essentially that of the acquired company in 2000.  We,
therefore, have a limited operating history.  We believe that our current
employees and technical and operating infrastructure are sufficient to meet our
immediate needs. However, to significantly grow revenues we may need to add
additional employees and invest in capital expenditures. If our revenue growth
is slower than we anticipate or our operating expenses exceed our expectations,
our losses will be significantly greater. We may never achieve profitability.
Primarily as a result of these recurring losses, our independent certified
public accountants modified their report on our December 31, 2001 financial
statements to include an uncertainty paragraph wherein they expressed
substantial doubt about our ability to continue as a going concern.


OUR  FUTURE  REVENUES  ARE UNPREDICTABLE AND OUR QUARTERLY OPERATING RESULTS MAY
FLUCTUATE  SIGNIFICANTLY.

We have no significant revenue history with respect to our recently launched
products and services.  We cannot forecast with any degree of certainty the
amount of revenue to be generated by any of our product or service lines.

In addition, we cannot predict the consistency of our quarterly operating
results.  Factors which may cause our operating results to fluctuate
significantly from quarter to quarter include:

-    our ability to attract new and repeat customers;
-    our customers' ability to attract new and repeat customers;


                                       21
<PAGE>
-    our ability to keep current with the evolving preferences of our target
     market;
-    our ability to manage the number of items listed for our services;
-    our ability to protect our proprietary technology;
-    the ability of our competitors to offer new or enhanced features, products
     or services;
-    the growth of the digital imaging market as projected;
-    the level of use of the Internet and online services;
-    consumer confidence in the security of transactions over the Internet;
-    unanticipated delays or cost increases with respect to product and service
     introductions; and the costs, timing and impact of our marketing and
     promotion initiatives; unanticipated delays in the development and
     distribution of our digital papers.

Because of these and other factors, we believe that year-to-year comparisons of
our results of operations are not good indicators of our future performance.  If
our operating results fall below the expectations of securities analysts and
investors in some future periods, then our stock price may decline.

DILUTION  OF  COMMON  SHAREHOLDERS  ;  CONTROLLING  SHAREHOLDER.

     The  sale  of  a  substantial  number  of shares of our common stock in the
public  market,  or  the  prospect of such sales, could materially and adversely
affect  the  market price of our common stock.  We are authorized to issue up to
200,000,000  shares  of  common stock.  To the extent of such authorization, our
Board  of Directors will have the ability, without seeking stockholder approval,
to  issue additional shares of common stock in the future for such consideration
as  our  Board of Directors may consider sufficient.  The issuance of additional
common  stock  in  the future will reduce the proportionate ownership and voting
power  of  our  common  stock  held  by  existing  stockholders.

     We  are  also  authorized to issue up to 500,000 shares of preferred stock,
the  rights and preferences of which may be designated in series by our Board of
Directors.  To  the  extent of such authorization, such designations may be made
without  stockholder  approval.  We  issued 900 shares of our Series B Preferred
Stock  in  a  private  placement  financing  in  June  2000.  Such  shares  were
convertible  automatically  into  common stock, on or before July 7, 2000, in an
amount  equal  to  50%  of  our  then-outstanding  common  stock  following  the
conversion  (on  a fully-diluted basis). As a result of this initial issuance of
Series  B  Preferred  Stock,  the holder of the 900 shares of Series B Preferred
Stock  became a controlling shareholder at year-end 2001. At July 8, 2000 we had
33,825,266  shares  of  common  stock  outstanding  on a fully-diluted basis and
therefore  if  all  of  the  Series B Preferred Stock had been converted on that
date, the holder of the Series B Preferred Stock would have owned and controlled
50% of our fully-diluted stock. However, on July 8, 2000, we did not have enough
shares  of  authorized  common  stock  to  convert all of the Series B Preferred
Stock.  On  July  8,  2000,  we  issued  27,914,023  shares  of  common stock in
conversion of the Series B Preferred Stock. Pursuant to the terms of the May 22,
2000 letter agreement between the holder of the Series B Preferred Stock and us,
we incurred penalties of $13,122,959 as a result of the inability to convert the
remainder  of  the Series B Preferred Stock. These penalties have been waived by
the  holder in exchange for the issuance of warrants to purchase an aggregate of
11,900,000  shares  of our common stock at an exercise price of $1.65 per share.
The  warrants may be exercised or exchanged on a two-for-one basis for shares of
our common stock. The conversion has diluted, and the exercise of these warrants
will  dilute, the interests of our other shareholders. We also have an aggregate
of  29,748,937  shares  reserved for issuance upon exercise of stock options and
warrants  (including  the 11,900,000 described above) outstanding as of December
31,  2001.


                                       22
<PAGE>
     In  December  2000,  PhotoLoft  acquired  EVG,  a  provider of Internet and
imaging solutions to the business-to-business art market. In connection with the
merger,  PhotoLoft issued approximately 18.2 million shares of our common stock,
including  approximately  3.2  million shares held in escrow for indemnification
obligations of the former EVG shareholders and subsequently released in December
2001,  in  exchange  for  all  outstanding  shares  of  EVG.

     Sales  in  the  public  market  of substantial amounts of our common stock,
including  sales of common stock issuable upon exercise of options and warrants,
could depress prevailing market prices for our common stock. Even the perception
that such sales could occur might impact market prices for the common stock. The
existence  of  outstanding  options  and warrants may prove to hinder our future
equity  financings.  In addition, the holders of such options and warrants might
exercise  them  at  a  time when we would otherwise be able to obtain additional
equity  capital on terms more favorable to us. Such factors could materially and
adversely  affect  our  ability  to  meet  our  capital  needs.

WE  MAY  FAIL  TO  ESTABLISH  AN  EFFECTIVE  INTERNAL  SALES  ORGANIZATION.

     To  date,  we  have  relied  to  a significant extent on outside parties to
develop new customer opportunities.  We believe that the growth of revenues will
depend  on  our  ability to establish an aggressive and effective internal sales
organization.  We  will  need to increase this sales force in the coming year in
order to execute our new business plan.  Our ability to increase our sales force
involves  a  number  of  risks  and uncertainties, including competition and the
length  of  time  for  new  sales  employees to become productive.  If we do not
develop  an  effective internal sales force, our business will be materially and
adversely  affected.

THERE  ARE  A  LIMITED  NUMBER  OF  PAPER MILLS CAPABLE OF PRODUCING OUR PAPERS.

     Our  line  of digital papers is manufactured by independent paper mills and
coating  mills  to  our  specifications.  There  are  a  limited number of mills
capable  of  producing  such  papers.  We believe that our current relationships
with  the  mills  are  strong  and that should we loss a mill we will be able to
replace  its  productions  with  that  from  another  mill.  However, due to the
limited number of these mills such replacements cannot be guaranteed.  Therefore
the  loss  of  a  mill could damage our ability to have our papers produced.  We
require  most  of our mills to enter into exclusive production agreements on our
paper  lines.  If  we  were  required  to  switch  mills  it may be difficult to
renegotiate  such  agreements.  Without  those agreements the confidentiality of
our  proprietary  formulations for the coatings applied to those papers could be
jeopardized.  This  could  cause  serious  damage  to  our  business.

OUR  PAPERS  ARE SUBJECT TO A SHORT LIFE SPAN AND THEIR DESIGN AND PRODUCTION IS
DEPENDANT  ON  KEY  PERSONNEL.

The  market  for  digital  papers  has evolved quickly and the pace of change is
expected  to  increase  in the future.  We are therefore required to continually
update  our  designs and create new designs.  If we fail to do so our ability to
sell our papers will decline rapidly.  The design and production is dependant on
key  personnel  who  research  and develop the coatings applied to these papers.
These  personnel  also have critical relationships with our suppliers.  The loss
of  any  of  these  individuals could severally damage our ability to design and
sell  our  paper  line.

Additionally,  we  are  able to maintain high margins on our paper as we sell to
high-end  niche markets.  We believe we can maintain such margins by continually
introducing  new  products.  However,  should  significant competition enter our
markets  such  margins  could  be  impacted.

OUR  NETWORK OF FRAME SHOP DEALERS HAS BEEN DECLINING SINCE YEAR-END FISCAL YEAR
2000.


                                       23
<PAGE>
As part of our acquisition of EVG we acquired their network of independent frame
shops.  These  frame  shops  subscribe to our services and pay us a monthly fee.
Since  December  31, 2000, this network has been in decline due to cancellations
among the current dealers in existence.  The cancellations have resulted largely
from our change of focus away from offering the dealers exclusive zip code based
distribution  rights  to  artwork  sold  through  our  e-commerce  site,
www.frameyourart.com.  As  a  result  of  the  declining  membership  base,  we
--------------------
performed  an  analysis of our long lived assets and concluded that a $4,711,800
impairment  write  down  of  goodwill  was  necessary  in  2001.

THE  INTRODUCTION  OF  NEW AND BETTER PAPERS BY OUR COMPETITORS COULD DAMAGE OUR
ABILITY  TO  SELL  THESE  PAPERS.

Should  our competitors introduce new and superior papers to our line we may not
be  able  to  sell  as much paper as anticipated.  The competition over paper is
based  largely on the gamut (range of colors produced on a particular paper) and
the  length  of time a paper can maintain an image without significant fading in
the colors.  These attributes are achieved mostly through the coating applied to
the  papers.  Should  our  competitors  produce  better coatings our paper could
become  obsolete.

WE  ARE  GROWING  RAPIDLY, AND EFFECTIVELY MANAGING OUR GROWTH MAY BE DIFFICULT.

     We  are  currently  experiencing  a  period of significant expansion with a
number  of  products. In order to execute our business plan, we must continue to
grow  significantly.  This  growth will strain our personnel, management systems
and resources. To manage our growth, we must implement operational and financial
systems  and  controls,  attract and retain senior management and recruit, train
and manage new employees. We cannot be certain that we will be able to integrate
new  executives  and other employees into our organization effectively. If we do
not manage growth effectively, our business, results of operations and financial
condition  will  be  materially  and  adversely  affected.

WE  DEPEND ON OUR KEY PERSONNEL TO OPERATE OUR BUSINESS,  AND WE MAY NOT BE ABLE
TO  HIRE ENOUGH ADDITIONAL MANAGEMENT AND OTHER PERSONNEL AS OUR BUSINESS GROWS.

     Our performance is substantially dependent on the continued services and on
the  performance  of our executive officers and other key employees. The loss of
the  services  of  any  of  these  executive  officers  or  key  employees could
materially  and adversely affect our business. We currently do not have any "key
person"  insurance  on  any  of  our  executive  officers  or  key  employees.
Additionally,  we  believe we will need to attract, retain and motivate talented
management  and other highly skilled employees to be successful. Competition for
employees  who  possess  knowledge  of both the Internet industry and our target
market  is  intense.  We  may  be unable to retain our key employees or attract,
assimilate  and  retain  other  highly  qualified  employees  in  the  future.

WE  MAY  NOT  BE  ABLE  TO  COMPETE  SUCCESSFULLY.

     The markets in which we are engaged are new, rapidly evolving and intensely
competitive,  and  we  expect competition to intensify further in the future. We
currently  or  potentially  compete  with a number of other companies, including
some  large manufacturers and distributors of paper, photography equipment and a
number  of other small services, including those that serve specialty markets. A
potential  competitor  could  develop  paper  technology  or  print-on-demand
technology  that  is  competitive  or  superior  to  ours.


                                       24
<PAGE>
WE  WILL  NEED  ADDITIONAL  CAPITAL.

     We currently anticipate that our available funds will be sufficient to meet
our  anticipated  needs  for  working capital, capital expenditures and business
operations until May 2002. Thereafter, we will need to raise additional capital.
The  sufficiency  of these funds through May 2002 is dependent on our ability to
increase  revenues.   If  we  fail  to  do  so, we will need to raise additional
capital  sooner.  If  additional funds are raised through the issuance of equity
or  convertible  debt  securities,  the percentage ownership of our stockholders
will  be  reduced,  stockholders  may  experience  additional  dilution and such
securities  may  have  rights, preferences and privileges senior to those of our
common  stock.  There  can  be  no  assurance  that additional financing will be
available  on  terms  favorable  to  us,  or  at all.  If adequate funds are not
available  or  are not available on acceptable terms when required we may not be
able  to fund expansion, continue to offer products and services, take advantage
of  unanticipated  acquisition  opportunities,  develop  or  enhance services or
products  or  respond  to  competitive  pressures.  Such  inability could have a
material  adverse  effect  on  our business, results of operations and financial
condition.

WE  MAY  FAIL  TO  ESTABLISH  AND  MAINTAIN  STRATEGIC  RELATIONSHIPS.

     We  have  established  in  the  past, and intend to establish in the future
strategic  alliances  to increase the number of customers using our products and
services.  In  the  future, we may not be able to enter into these relationships
on  commercially  reasonable  terms  or at all.  Even if we enter into strategic
alliances,  our  partners  may  not  attract  significant  numbers  of  users.
Therefore, our infrastructure may not generate the anticipated level of revenue.
Our  inability  to  enter  into  new  distribution  relationships  or  strategic
alliances  and expand our existing ones could have a material and adverse effect
on our business.  We also plan on entering into strategic partnerships to market
and  distribute  our papers and the BrightCube Solution.  Failure to do so could
limit  and  damage  our  ability  to  penetrate  our  target  markets.

ACQUISITIONS  MAY  DISRUPT  OR OTHERWISE HAVE A NEGATIVE IMPACT ON OUR BUSINESS.

     In  December  2000,  we  merged  with EVG, a provider of digital papers and
Internet  services  to  the art market. In connection with the merger, we issued
approximately  18.2  million  shares  of  our  common  stock in exchange for all
outstanding  shares  of EVG. Of the 18.2 million shares issued to the former EVG
shareholders,  3.2  million shares were   held in a twelve month escrow to cover
any  indemnification obligations of the former EVG shareholders and subsequently
released  in  December 2001.  In addition, we paid $800,000 in cash to a company
owned  by  Al  Marco,  the  principal  shareholder  of EVG and our current Chief
Executive  Officer, as payment for services, goods, certain accounts payable and
funding  provided  to  EVG.  We  also  assumed  a  $690,000  line  of credit. In
anticipation  of  the closing of the merger, we reduced our Campbell, California
staff  from  44 persons to 20 persons.   In November 2001, we sold the remainder
of these operations to Canon USA, Inc.  As of March 15, 2002, we do not have any
staff in Campbell, California. This reduction, which impacted all departments of
Brightcube,  eliminated duplication in operations and personnel after the merger
was  consummated  and  reduced our expenditures.  Amounts paid for severance did
not  have  a  material  affect  on  the  financial  statements.

     We  may  acquire  or  make  investments  in other complementary businesses,
products,  services  or  technologies  on an opportunistic basis when we believe
they  will  assist  us  in  carrying  out  our business strategy. Growth through
acquisitions  has been a successful strategy used by other companies.  If we buy
another  company,  then  we could have difficulty in assimilating that company's
personnel  and  operations.  In  addition,  the  key  personnel  of the acquired
company  may  decide  not  to  work  for  us.  An acquisition could distract our
management and employees and increase our expenses.  Furthermore, we may have to
incur  debt  or  issue  equity securities to pay for any future acquisitions the
issuance  of  which  could  be  dilutive  to  our  existing  shareholders.


                                       25
<PAGE>
SECURITY IS CRITICAL TO OUR TECHNOLOGY DIVISION.

Our Image Bank, which is critical to the Brightcube Solution, consists of images
obtained  mainly  from  third  parties  that  own  the rights to the use of such
images.  The  owners  of  these  images  give us the images because, among other
reasons,  they  are  comfortable  that  such  images  will  be secure and not be
available for unrestricted use. All images are encrypted before transmission and
immediately  erased in each remote location after use by our system. We have had
security  assessments performed and based on these assessments and the design of
the  system  believe  that  the system is reasonably secure. However, should the
security of our system be compromised we may have difficulty keeping and growing
our  Image  Bank which could materially effect our results.

OUR  TECHNOLOGY  DIVISION  IS  DEPENDANT  ON  THE  AVAILABILITY  OF  BROADBAND
CONNECTIONS.

The  Brightcube  Solution  consists of, in part, a remote piece of hardware that
resides  in  each of our customer's locations. This hardware is connected to our
servers  through  a  high-speed broadband Internet connection, such as a digital
subscriber  line  (DSL).  The  Brightcube  Solution cannot function without such
connections.  The  availability  of  high-speed  connections  varies through the
United States and internationally. We believe that such connections are becoming
widely  available but if this not the case then it will be difficult to grow the
Brightcube  Solution.

OUR  TECHNOLOGY  DIVISION  IS  DEPENDENT ON  THE AVAILABILITY OF DIGITAL IMAGES.

     The  BrightCube  Solution  has  a digital Image Bank of art and photography
images  (the  "Image  Bank")  that  are  printed  by  our  end-users. The images
contained  in  the  Image Bank are critical to the appeal of the system. Most of
the  images  are owned by third parties such as the Devon Publishing Group.  Our
ability  to  grow the BrightCube Solution's revenue is dependent on, among other
things,  being  able to maintain and grow the Image Bank.  While we currently do
not  believe  the  availability of such images is a problem, should that change,
the  value of the BrightCube Solution could be significantly reduced or limited.

OUR  LONG-TERM  SUCCESS DEPENDS ON THE DEVELOPMENT OF THE DIGITAL AND E-COMMERCE
MARKETS,  WHICH  IS  UNCERTAIN.

     Our  future  revenues  and profits substantially depend upon the widespread
acceptance  and  use  of the web as an effective medium of commerce by consumers
and  for  digital  image  delivery.  Rapid  growth  in  the  use  of the web and
commercial  online  services  is  a  recent  phenomenon.  Demand  for  recently
introduced  services and products over the web and online services is subject to
a high level of uncertainty. The development of the web and online services as a
viable  commercial  marketplace is subject to a number of factors, including the
following:

-   e-commerce  is  at an early stage and buyers may be unwilling to shift their
purchasing  from  traditional  vendors  to  online  vendors;

-  insufficient  availability  of  telecommunication  services  or  changes  in
telecommunication  services  could  result  in  slower  response  times;

-   adverse  publicity  and  consumer  concerns about the security of e-commerce
transactions  on  the  Internet  could  discourage  its  acceptance  and growth;
and

-   concerns  regarding  the quality of images produced by inkjet printers could
limit  the  appeal  of  our  paper  and  print-on-demand  systems.


                                       26
<PAGE>
WE  FACE  RISKS ASSOCIATED WITH GOVERNMENT REGULATION OF AND LEGAL UNCERTAINTIES
SURROUNDING  THE  INTERNET.

     Any new law or regulation pertaining to the Internet, or the application or
interpretation  of  existing  laws, could increase our cost of doing business or
otherwise  have  a  material  and  adverse  effect  on  our business, results of
operations  and financial condition. Laws and regulations directly applicable to
Internet  communications,  commerce and advertising are becoming more prevalent.
The  law  governing  the  Internet,  however, remains largely unsettled, even in
areas  where  there  has  been  some  legislative  action.  It may take years to
determine  whether  and  how  existing  laws  governing  intellectual  property,
copyright,  privacy,  obscenity,  libel  and  taxation apply to the Internet. In
addition,  the  growth  and  development of e-commerce may prompt calls for more
stringent  consumer  protection  laws,  both  in  the  United States and abroad.

WE MAY FACE INTERRUPTION OF PRODUCTION AND SERVICES DUE TO INCREASED SECURITY
MEASURES IN RESPONSE TO TERRORISM.

Our  business  depends  on  the  free  flow of products and services through the
channels  of  commerce.  Recently,  in  response  to  terrorists' activities and
threats  aimed  at  the United States, transportation, mail, financial and other
services  have been slowed or stopped altogether. Further delays or stoppages in
transportation,  mail, financial or other services could have a material adverse
effect  on  our  business,  results  of  operations  and  financial  condition.
Furthermore, we may experience an increase in operating costs, such as costs for
transportation,  insurance  and  security  as  a  result  of  the activities and
potential  activities.  We may also experience delays in receiving payments from
payers  that  have  been  affected  by  the  terrorist  activities and potential
activities.  The  U.S.  economy  in  general  is being adversely affected by the
terrorist  activities  and  potential activities and any economic downturn could
adversely  impact our results of operations, impair our ability to raise capital
or  otherwise  adversely  affect  our  ability  to  grow  our  business.

ANTI-TAKEOVER  PROVISIONS  AND  OUR  RIGHT TO ISSUE PREFERRED STOCK COULD MAKE A
THIRD-PARTY  ACQUISITION  OF  US  DIFFICULT.

     We  are  a Nevada corporation. Anti-takeover provisions of Nevada law could
make  it more difficult for a third party to acquire control of us, even if such
change  in  control  would  be  beneficial  to  stockholders.  Our  articles  of
incorporation  provide  that  our  Board  of Directors may issue preferred stock
without  stockholder  approval.  The  issuance  of preferred stock could make it
more  difficult  for  a  third  party to acquire us.  All of the foregoing could
adversely  affect  prevailing  market  prices  for  our  common  stock.


LIMITED TRADING VOLUMES AND SHARES ELIGIBLE FOR FUTURE SALE BY OUR CURRENT
STOCKHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE.

To  date, we have had a very limited trading volume in our common stock. As long
as  this  condition  continues,  the  sale  of a significant number of shares of
common  stock at any particular time could be difficult to achieve at the market
prices prevailing immediately before such shares are offered. In addition, sales
of  substantial  amounts  of  common  stock,  including  shares  issued upon the
exercise  of  outstanding  options  and  warrants, under Securities and Exchange
Commission  Rule  144  or otherwise could adversely affect the prevailing market
price  of our common stock and could impair our ability to raise capital at that
time  through  the  sale  of  our  securities.  We  are obligated to register an
aggregate  of  39,814,023 additional shares of our common stock for resale under
the  Securities  Act if so demanded by ICG pursuant to an agreement with ICG. To
date,  no  such  demand  has  been  made;  however  upon  completion  of  such
registration,  a substantial number of additional securities will be placed into
the  public  market  with the potential adverse consequences described above. In
addition,  18,192,600  restricted  shares were issued to the shareholders of EVG


                                       27
<PAGE>
upon  the  acquisition  of  EVG.  If ICG demands registration of its shares, the
former  EVG  shareholders  have  the  option  of  attaching  these  shares to be
registered.  A  large  portion of these shares became freely tradable under Rule
144,  promulgated  under  Securities Act of 1933, in December 2001. In addition,
should  Al Marco, our CEO and majority shareholder of EVG, be terminated without
cause  within  18  months of his employment (December 2000), we are obligated to
provide  the  EVG  shareholders  piggyback  registration  rights.

OUR  COMMON  STOCK  PRICE  IS  LIKELY  TO  BE  HIGHLY  VOLATILE.

     The market price of our common stock is likely to be highly volatile as the
stock  market  in  general,  and  the market for Internet-related and technology
companies  in particular, has been highly volatile. Investors may not be able to
resell  their shares of our common stock following periods of volatility because
of  the  market's  adverse  reaction  to  volatility. The trading prices of many
technology  and Internet-related companies' stocks have reached historical highs
within  the  last  two  years  and have reflected valuations substantially above
historical  levels.  During  the  same period, these companies' stocks have also
been  highly  volatile  and  have  recorded lows well below historical highs. We
cannot assure you that our stock will trade at the same levels as other Internet
stocks  or  that  Internet  stocks in general will again reach their high market
prices.

Factors  that  could  cause  such  volatility  may  include, among other things:

-     actual  or  anticipated  fluctuations  in our quarterly operating results;
-     announcements  of  technological  innovations;
-     changes  in  financial  estimates  by  securities  analysts;
-     conditions  or  trends  in  the  Internet  industry;  and
-     changes  in  the  market  valuations  of  other  Internet  companies.

In addition, our stock is currently traded on the O-T-C Bulletin Board and it is
uncertain  that  we  will be able to successfully apply for listing on the AMEX,
the  NASDAQ  National  Market,  or the Nasdaq SmallCap Market in the foreseeable
future  due  to  the trading price for our common stock, our working capital and
revenue  history.  Failure  to  list our shares on the AMEX, the NASDAQ National
Market  or  the  NASDAQ Small Cap Market will impair the liquidity of our stock.

OUR  OPERATIONS  ARE  DEPENDENT ON THE ABILITY TO PROTECT OUR OPERATING SYSTEMS.

     We  maintain  substantially  all  of  our  computer  systems  at  Qwest
Communications,  Inc.  Our  operations are dependent in part on their ability to
protect  its  operating  systems  against  physical  damage  from  fire, floods,
earthquakes, power loss, telecommunications failures, break-ins or other similar
events.  Furthermore, despite their implementation of network security measures,
their  servers  are  also  vulnerable to computer viruses, break-ins and similar
disruptive  problems.  The  occurrence  of  any  of these events could result in
interruptions, delays or cessations in service to their users, which accordingly
could  have a material adverse effect on our business, results of operations and
financial  condition.

SOME  OF  THE  INFORMATION  IN  THIS  ANNUAL  REPORT  CONTAINS  FORWARD-LOOKING
STATEMENTS.

     Some  of  the  information  in  this  annual report on Form 10-KSB contains
forward-looking  statements  that  involve  substantial risks and uncertainties.
You  can  identify  these  statements  by  forward-looking  words such as "may,"
"will,"  "expect," "anticipate," "believe," "estimate" and "continue" or similar
words.  You  should  read  statements that contain these words carefully because
they:


                                       28
<PAGE>
-    discuss  our  expectations  about  our  future  performance;

-    contain  projections  of  our  future  operating  results  or of our future
     financial  condition;  or

-    state  other  "forward-looking"  information.

     We  believe  it  is  important  to  communicate  our  expectations  to  our
stockholders.  There  may be events in the future, however, that we are not able
to predict accurately or over which we have no control.  The risk factors listed
in  this section, as well as any cautionary language in this prospectus, provide
examples of risks, uncertainties and events that may cause our actual results to
differ  materially  from  the  expectations  we  describe in our forward-looking
statements.  Before you invest in our common stock, you should be aware that the
occurrence of any of the events described in these risk factors and elsewhere in
this  prospectus  could  have  a  material  and  adverse effect on our business,
results  of  operations  and financial condition and that upon the occurrence of
any of these events, the trading price of our common stock could decline and you
could  lose  all  or  part  of  your  investment.

ITEM 7.  FINANCIAL STATEMENTS

     The financial statements required by this Item 7 are set forth at the pages
indicated in Item 13 below.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None.

                                       29
<PAGE>
                                    PART III
                                    --------


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

     The following table sets forth certain information, as of March 15, 2002,
concerning our executive officers and directors:

<TABLE>
<CAPTION>
NAME                 AGE  POSITION
-------------------  ---  --------------------------------------
<S>                  <C>  <C>
Terren S. Peizer      42  Chairman and Director
-------------------  ---  --------------------------------------
Al Marco              43  Chief Executive Officer and Director
-------------------  ---  --------------------------------------
Jack Marshall         40  Vice Chairman and Director
-------------------  ---  --------------------------------------
Elizabeth Wenner      42  Vice President of Business Development
-------------------  ---  --------------------------------------
Ralph Roessler        43  President of Consumable Products
-------------------  ---  --------------------------------------
Bernard Girma         53  Director
-------------------  ---  --------------------------------------
Richard A. Anderson   32  Director
-------------------  ---  --------------------------------------
Eric Howard           29  Chief Financial Officer
-------------------  ---  --------------------------------------
</TABLE>



     The  following sets forth biographical information concerning our directors
and  executive  officers  for  at  least  the  past  five  years:

TERREN S. PEIZER joined our Board and was elected Chairman in June 2000. He is
Chairman and CEO of Intellect Capital Group, LLC, a Los Angeles-based firm that
provides investment and intellectual capital to developmental and emerging
growth technology companies. Currently, Mr. Peizer also serves as Chairman and
CEO of a privately held biotechnology company and as member of the Board of
Directors for Cray Inc. (NASDAQ: CRAY), the world's largest independent
supercomputer company. From February 1997 to February 1999, Mr. Peizer served as
President and Vice Chairman of Hollis-Eden Pharmaceuticals. From 1993 to 1997,
he served as Chairman and Chief Executive Officer of Beachwood Financial
Company, Inc., an investment holding company that specialized in venture capital
and developmental phase and small capitalization company investing. From 1990 to
1993, Mr. Peizer served as Chairman and Chief Executive Officer of Financial
Group Holdings, Inc., an investment holding company. From 1985 to 1990, Mr.
Peizer served as a senior member of the investment banking firm of Drexel
Burnham Lambert, Inc. in its High Yield Bond Department.  Mr. Peizer received
his B.S.E. in Finance from the Wharton School of Finance and Commerce.

AL MARCO has served as our Chief Executive Officer and a member of our Board of
Directors since December 20, 2000. He has over 20 years of experience in
developing and operating business models. Prior to joining Brightcube, he was
the founder and majority shareholder of Extreme Velocity Group which he started
in 1999. From 1986 to 1999 he founded and operated Marco Fine Arts, a fine art


                                       30
<PAGE>
publisher and atelier. Prior to Marco Fine Arts, Mr. Marco was the founder and
operator of several other businesses, including a trial graphics firm and food
service company. Mr. Marco has been profiled in many notable publications
including the New Yorker magazine, Art on Paper, Art Business News, Southwest
Art Magazine, Art Trends, Art World News, Los Angeles Business Journal and Decor
Magazine.

JACK MARSHALL, Vice Chairman, co-founded Photoloft in 1993.  Mr. Marshall served
as Chief Executive Officer and Chairman from 1993 until July 2000. Prior to
starting Photoloft, Mr. Marshall had assignments at Texas Instruments,
Honeywell, and Megatest a privately held maker of semiconductor test equipment.
In 1988, Mr. Marshall co-founded Softland Systems, a maker of custom database
solutions for the oil and gas exploration industry. Mr. Marshall received his
bachelor's degree in electrical engineering and computer engineering from
Michigan State University and has taught electric circuit analysis at Highland
Community College in Illinois. He has also completed several masters level
courses in computer engineering at Santa Clara University and is a frequent
speaker on digital photography.

ELIZABETH WENNER was an early Internet pioneer and founder of Artlister.com,
with over five years of successful online art operations. She sold Artlister.com
to EVG in 1999 at which point she became a vice president of EVG. She has more
than 15 years of retail management experience, including such positions as
multi-state manager for Pier 1 Imports, Scan Design Furniture and Fine Art
Gallery Director for Gallery Southwest. Mrs. Wenner is a graduate of Canada
College, Redwood City, California and Richmond College in London, England.

RALPH ROESSLER was the founder of Paper Technologies Inc. (PTI), a developer and
distributor of fine art papers where he applied his engineering and scientific
knowledge toward the digital printing market. He founded PTI in 1985 and
operated the company until he sold PTI to Legion Paper in 1997, becoming
President of Legion West Paper until joining EVG in September of 2000. Ralph
Roessler has a BS Electrical Engineering from Duke University, and an MBA from
San Diego State University.

BERNARD F. GIRMA has served as a member of our Board of Directors since July
2000. Mr. Girma is presently the President of DigiTech Strategy in Laguna Hills,
California, a digital imaging management consulting firm. Mr. Girma has over 30
years experience with a wide range of digital imaging technologies including
electrostatic, inkjet, laser, thermal transfer and dye sublimination. From 1996
to September 1999, he served as the President and Chief Executive Officer of
Vivid Image Technology, a leading digital imaging company in large format scan
to print applications, including photo enlargement and specialty-printing
applications. He served as President and Chief Executive Officer of Newgen
Systems Corporation, a privately held manufacturer and marketer of printers for
the printing and publishing industries, from February 1996 to October 1996,
where he successfully completed a merger of Newgen with a publicly traded
company. From March 1991 to December 1995, he served in various executive
capacities, including Vice President, Strategic Planning and Vice President and
General Manager, Printing Division, with CalComp, Inc., where he established
critical corporate alliances with Canon, Kodak and Adobe. Mr. Girma was the
cofounder and past chairman of the Digital Printing and Imaging Association, and
currently serves on the boards of two large privately held digital imaging
service companies in the United States and Europe. He received a bachelor of
science degree in mechanical engineering from University of Lyon in Lyon,
France.

RICHARD A. ANDERSON has served as a member of our Board of Directors since
October 2000. His career has been concentrated in business development,
strategic planning and financial management. He has served as a Managing
Director and Chief Financial Officer of Intellect Capital Group, LLC., a Los
Angeles-based firm that provides investment and intellectual capital to
developmental and emerging growth technology companies and as Chief Financial
Officer of a privately held biotechnology company, since October 1999. Prior to
that, Mr. Anderson was employed by PricewaterhouseCoopers, where he served as a
Director and founding member of its Transaction Support Group in Los Angeles.
While at PricewaterhouseCoopers, he was also involved in operational and
financial due diligence, valuations and transaction structuring primarily for
companies in the high technology and media industries.


                                       31
<PAGE>
ERIC HOWARD, Chief Financial Officer, has served in this role since January
2001. Until May 2001, he also served as a Vice President with Intellect Capital
Group, LLC., a Los Angeles-based firm that provides investment and intellectual
capital to developmental and emerging growth technology companies, which he
joined in April 2000. Prior to that, he was employed by Arthur Andersen, LLP as
a Manager in their Mergers and Acquisitions Advisory Services. While at Arthur
Andersen, in addition to mergers and acquisitions he was also involved in
numerous financial audits and other consulting engagements. Mr. Howard has his
bachelor's degree in Business Economics and Political Science from the
University of California - Santa Barbara.

BOARD OF DIRECTORS

     All directors hold office until the next annual meeting of shareholders
following their election or until their successors have been elected and
qualified. Executive officers are appointed by and serve at the pleasure of the
Board of Directors. We may adopt provisions in our By-laws and/or Articles of
Incorporation to divide the board of directors into more than one class and to
elect each class for a certain term.  These provisions may have the effect of
discouraging takeover attempts or delaying or preventing a change of control of
Brightcube.

BOARD COMMITTEES

     The Compensation Committee of the Board of Directors determines the
salaries and incentive compensation of our officers and provides recommendations
for the salaries and incentive compensation of our other employees. The
Compensation Committee also administers our stock option plan. In January 2001,
Terren Peizer, Al Marco, Richard Anderson and Bernard Girma were appointed to
this Committee.

     The  Audit Committee of the Board of Directors reviews, acts on and reports
to  the  Board  of  Directors  with  respect  to various auditing and accounting
matters,  including  the selection of our independent auditors, the scope of the
annual  audits,  fees  to  be  paid  to  the  auditors,  the  performance of our
independent  auditors  and  our  accounting  practices.  In January 2001, Terren
Peizer,  Richard  Anderson  and  Jack Marshall were appointed to this Committee.

     The  Board  of  Directors  does  not  have  either  a Nominating or Finance
Committee.

DIRECTORS' COMPENSATION

Directors who are also employees of Brightcube receive no compensation for
serving on the Board of Directors. With respect to directors who are not
employees, we intend to reimburse such directors for all travel and other
expenses incurred in connection with attending meetings of the Board of
Directors and any committees of the Board. Non-employee directors are also
eligible to receive and have received grants of non-qualified stock options
under our stock option plan, and we intend to establish a non-employee director
stock option plan which will provide for initial option grants of a  fixed
number of shares of our common stock to non-employee directors and successive
annual option grants to such non-employee directors covering an additional fixed
number of shares to provide us with an effective way to recruit and retain
qualified individuals to serve as members of the Board of Directors.


                                       32
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the 1934 Act requires our officers and directors, and persons
who own more than ten percent of our common stock, to file reports of ownership
and changes in ownership of the common stock, on Forms 3, 4 and5, with the
Securities and Exchange Commission ("SEC") and to provide copies of those Forms
3, 4 and 5 to us.  Based upon a review of the copies of the forms furnished to
us, or written representations from certain reporting persons that no Forms 5
were required, we believe that all Section 16(a) filing requirements applicable
to (i) our officers and directors and (ii) persons who own more than ten percent
of our common stock, were complied with during the 2001 fiscal year, except for:

-    three transactions in total reported twelve months late by Al Marco,
     Elizabeth Wenner, and Ralph Roessler,
-    one transaction reported one month late by Eric Howard, and
-    one transaction reported twelve months late by Bernard Girma
-    one transaction reported seven months late, two transactions reported five
     months late, two transactions reported four months late and one transaction
     reported three months late by Intellect Capital Group, LLC or its
     affiliates.

ITEM 10.  EXECUTIVE COMPENSATION

Compensation Summary

The following table sets forth the compensation awarded or paid to, or earned
by, our Chief Executive Officer and all our other executive officers who earned
in excess of $100,000 in salary and bonus (collectively the "Named Executives")
for services rendered to us during the year ended December 31, 2001:

<TABLE>
<CAPTION>

                         SUMMARY COMPENSATION TABLE (1)(2)

                                                             LONG-TERM COMPENSATION
                                                 ANNUAL      SECURITIES  UNDERLYING
NAME AND PRINCIPAL POSITION                   COMPENSATION      OPTIONS/SARS (#)
                                             --------------  ----------------------
                                             YEAR   SALARY
                                             ----  --------
<S>                                          <C>   <C>       <C>
AL MARCO, CEO (4)                            2001  $240,000                      --
                                             2000     -----               1,500,000

EDWARD MAC BETH                              2000  $110,760               1,500,000
PRESIDENT AND COO (5)

Brian Dowd                                   2000  $ 81,880                 400,000
Chief Financial Officer (6)

JACK MARSHALL                                2001  $240,000                      --
VICE CHAIRMAN AND CEO (3)                    2000  $250,375               1,551,000
                                             1999  $120,000               1,173,000

RALPH ROESSLER                               2001  $100,000                      --
PRESIDENT OF CONSUMABLE PRODUCTS (4)         2000    ------                 500,000

ELIZABETH WENNER                             2001  $100,000                      --
VICE PRESIDENT OF BUSINESS DEVELOPMENT AND   2000    ------                 500,000
SECRETARY (4)

ERIC C. HOWARD                               2001  $100,000                 500,000
CHIEF FINANCIAL OFFICER                      2000       ---                     ---
<FN>
(1)  Information set forth herein includes services rendered by the Named
Executives while employed by BrightCube Inc. prior to and following the
reorganization with Photoloft, Inc. (formerly Data Growth, Inc.).


                                       33
<PAGE>
(2)  The columns for "Bonus", "Other Annual Compensation", "Restricted Stock
Awards", "LTP Payouts" and "All other Compensation" have been omitted because
there is no compensation required to be reported. All options were granted at
market value.
(3)  Mr. Marshall resigned as CEO in June 2000.
(4)  Mr. Marco, Mr. Roessler and Ms. Wenner joined us in December 2000 with the
consummation of the EVG acquisition.
(5)  Mr. MacBeth resigned as President and COO in February 2001.
(6)  Mr. Dowd resigned as Chief Financial Officer in January 2001.
</TABLE>


OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 2001

The  following  table  sets  forth  information regarding options granted to the
Named  Executives  in  the  year  ended  December  31,  2001:


<TABLE>
<CAPTION>



Name              Number of Securities   Percent of Total       Exercise       Expiration
                   Underlying Options     Options Granted   Price Per Share       Date
                       Granted (#)        to Employees in
                       Fiscal Year
<S>               <C>                    <C>                <C>               <C>
Jack Marshall                    ------            ------             ------

Al Marco                         ------            ------             ------

Ralph Roessler                   ------            ------             ------

Elizabeth Wenner                 ------            ------             ------

Eric Howard                    500,0000                24%  $           0.34  November 2011
</TABLE>

OPTION EXERCISES AND YEAR-END OPTION VALUES

     The following table sets forth certain information with respect to the
Named Executives concerning exercisable and unexercisable stock options held by
them as of December 31, 2001. None of these executive officers exercised options
to purchase common stock in 2001.

<TABLE>
<CAPTION>
          AGGREGATE OPTION EXERCISES IN 2001 AND YEAR END OPTION VALUES

  NAME              Number of Unexercised     Value of Unexercised In-the-
                    Options at Year End(#)    Money Options at Year End (1)
                  -------------------------   -----------------------------
                  Exercisable  Unexercisable   Exercisable   Unexercisable
----------------  -----------  -------------  ------------  ---------------
<S>               <C>          <C>            <C>           <C>
Al Marco              500,000      1,000,000             -                -
----------------  -----------  -------------  ------------  ---------------
Jack Marshall       1,151,583        399,626             -                -
----------------  -----------  -------------  ------------  ---------------
Ralph Roessler        166,667        333,333             -                -
----------------  -----------  -------------  ------------  ---------------
Elizabeth Wenner      166,667        333,333             -                -
----------------  -----------  -------------  ------------  ---------------
Eric Howard           125,000        375,000             -                -
----------------  -----------  -------------  ------------  ---------------
<FN>


                                       34
<PAGE>
(1)  Based  on a per share fair market value of our common stock equal to $0.151
     per  share,  the  fair market value based on the closing market price as of
     12/31/01.
</TABLE>

During March 2002, the Board of Directors granted options to purchase common
shares to management, outside board members, and various other employees as part
of a 2002 compensation package.  Management and several employees received  a
total of 5,340,000 options to purchase common stock at $0.11 per share, vesting
over three years. Outside Board members received 2,200,000 options with the same
exercise price vesting over one year.

EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS

AL MARCO. In December 2000, we entered into an employment agreement with Mr.
Marco to serve as Chief Executive Officer, reporting to the Board of Directors,
for a period of three years. The employment agreement provides that Mr. Marco
will receive an annual base salary of $240,000 and a discretionary bonus based
on attaining certain revenue targets in 2001. We did not meet such targets in
2001. Mr. Marco was also granted an option to purchase 1,500,000 shares of our
common stock, at an exercise price equal to $0.34 per share, vesting over three
years. During the term of his employment agreement, we may terminate Mr. Marco
at any time with or without cause. The term "cause" is defined in the executive
employment agreement as: (i) conviction of a felony or misdemeanor which in our
opinion involves moral turpitude; (ii) willful misconduct, wanton misconduct or
gross negligence; (iii) engage in an activity that constitutes a conflict of
interest with us; (iv) fraud, misappropriation of funds or embezzlement; (iv)
breach of fiduciary duty to us; (v) material breach of the employment contract;
with or (vi) fail to substantially perform the responsibilities and duties of
his position provided that he is given 15 days to cure the failure after
receiving written notice. If Mr. Marco is terminated without cause within 18
months of the commencement of his employment contract, he will receive an amount
equal to the his base salary for the remaining life of the contract subject to
certain limitations. If Mr. Marco is terminated without cause after 18 months he
will receive the lesser of (i) his base salary for twelve (12) months or (ii)
the base salary for the remaining life of the contract. Any severance will be
paid in 24 equal semi-monthly installments. In addition, upon any such
termination without cause, Mr. Marco's options shall immediately vest.

In the event we enter into an agreement with another person or entity, the
effect of which is to change the control of Brightcube, Inc., then Mr. Marco
shall be exclusively entitled to terminate his executive employment agreement
and in such event, we shall pay to him (i) the lesser of (i) his base salary for
twelve (12) months or (ii) the base salary for the remaining life of the
contract. In addition, upon such termination, the vesting of all options to
purchase common stock of Brightcube held by Mr. Marco shall be accelerated so
that such options are immediately exercisable.

In March 2002, Mr. Marco was granted an option to purchase 2,000,000 shares of
Common Stock at an exercise price of $0.11 per share, vesting over three years.

ELIZABETH WENNER AND RALPH ROESSLER. On December 20, 2000, we entered into
employment agreements with each of Elizabeth Wenner and Ralph Roessler to serve
as our Vice President of Business  Development and President of Consumables,
respectively. Each employment agreement has a term of three years. The
employment agreements provide that Ms. Wenner and Mr. Roessler, as the case may
be, will receive an annual base salary of $100,000 and a discretionary bonus
based on certain revenue level attained by us in 2001. Such targets were not met
in 2001. Each of Ms. Wenner and Mr. Roessler was granted an option to purchase
500,000 shares of our common stock at an exercise price of $0.34 per share,
vesting over three years.


                                       35
<PAGE>
If, within 18 months of the date of these employment agreements, we (a) either
(i) terminate Mr. Marco's employment or (ii) demote Mr. Marco from his position
as CEO, and (b) terminate either Ms. Wenner or Mr. Roessler without good cause
(with good cause defined in the same manner as Mr. Marco's contract), then we
will pay Ms. Wenner and Mr. Roessler an amount equal to 12 months of their
respective base salary in 24 equal monthly installments. If we terminate either
Ms. Wenner or Mr. Roessler after 18 months from the date of their respective
employment agreement, or if Mr. Marco has not been terminated or demoted within
18 months of such date, we will pay Ms. Wenner and Mr. Roessler the lesser of an
amount equal to six months of their respective base salary or the amount due
under the remainder of their respective contract.

In March 2002, Ms. Wenner and Mr. Roessler were each granted an option to
purchase 1,000,000 shares of Common Stock at an exercise price of $0.11 per
share, vesting over three years.

EDWARD C. MACBETH. In July 2000, we entered into an employment  agreement with
Edward C. MacBeth. Under the executive employment agreement, Mr. MacBeth was to
serve as our President and Chief Operating Officer and perform such duties as
may be reasonably assigned to him by the Board of Directors. The executive
employment agreement provided for an annual base salary of $250,000, which was
to be reviewed at least annually and a nomination to serve as a member of the
Board of Directors. Mr. MacBeth was also eligible for a discretionary bonus, as
determined by the Board of Directors, based upon performance criteria and
milestones to be determined within four months of Mr. MacBeth's employment date.
The executive employment agreement also provided that Mr. MacBeth was to receive
options to  purchase 1,500,000 shares of our common stock. In the event of a
merger, consolidation, acquisition, separation or reorganization all of his
granted options were to vest immediately.

In February 2001, we entered into a Separation and General Agreement under which
Mr. MacBeth terminated his employment. The terms of this agreement included
immediate vesting of options to purchase 500,000 shares of our common stock at
an exercise price of $1.38 per share. These options will expire in January 2003.

JACK MARSHALL. On May 10, 2000, we entered into a new employment agreement with
Jack Marshall which replaced his preexisting employment agreement. Under the new
executive employment agreement, Jack Marshall was to serve as our Chief
Executive Officer and Vice Chairman and perform such duties as may be reasonably
assigned to him by the Board of Directors. The executive employment agreement
provides for an annual base salary of $240,000 which shall be reviewed at least
annually. Under the executive employment agreement, Mr. Marshall is also
eligible for incentive bonus compensation to be no less than 25% percent of his
annual salary if certain milestones are met. We did not meet such milestones in
2001. The new executive employment agreement also provides that Mr. Marshall
will continue to accrue employment options granted under a 1998 Stock Option
Agreement, whereby Mr. Marshall will vest up to 200,000 options when certain
additional performance criteria and milestones are met. Mr. Marshall's current
Stock Option Agreement (relating to a total of 1,551,209 shares under option)
shall remain in effect. He is eligible to receive vacation in accordance with
our policies. He is also eligible to participate in the health, life insurance,
medical, retirement and other benefit programs that we may offer from time to
time. The term of the executive employment agreement lasts until April 30, 2002.
We may terminate him at any time with or without cause. The term "cause" is
defined in the executive employment agreement as: (i) the willful neglect of
duties reasonably assigned by the Board of Directors; (ii) material breach of
the agreement; or (iii) willful gross misconduct. If Mr. Marshall is terminated
without cause, he is to receive the lesser of (i) his base salary for twelve
(12) months or (ii) the base salary for the remaining life of the contract. In
addition, Mr. Marshall's options shall immediately vest and he shall continue,
to receive health, medical, life, and disability insurance for twelve (12)
months from the date of termination.


                                       36
<PAGE>
In the event we enter into an agreement with another person or entity, the
effect of which is to change the control of Brightcube, Inc., then Mr. Marshall
shall be exclusively entitled to terminate his executive employment agreement
and in such event, we shall pay to him (i) the amount of two years' base salary,
and (ii) 50% of his base salary as an incentive bonus. In addition, upon such
termination, the vesting of all options to purchase common stock of Brightcube
held by Mr. Marshall shall be accelerated so that such options are immediately
exercisable.

Mr.  Marshall  resigned  as  CEO  in  June  2000,  but remains our Vice Chairman
subject  to  the  terms  of  his  employment  agreement.

In March 2002, Mr. Marshall was granted an option to purchase 200,000 shares of
common stock at an exercise price of $0.11 per share, vesting over three years.

BRIAN DOWD. On June 26, 2000, we entered into an employment agreement with Brian
Dowd. Under the executive employment agreement, Mr. Dowd was to serve as our
Chief Financial Officer and perform such duties as may be reasonably assigned to
him by the Board of Directors. The executive employment agreement provided for
an annual base salary of $150,000 which was to be reviewed at least annually. In
January 2001, Mr. Dowd resigned as Chief Financial Officer and Secretary.

ERIC HOWARD. In January 2001, we entered into an agreement with Intellect
Capital Group  ("ICG") that provided for the services of Eric Howard as our
interim Chief Financial Officer until March 1, 2001. Under this agreement, we
have provided ICG and Eric Howard with an  indemnification for all services
rendered to us by Mr. Howard. Upon the expiration of this agreement, we extended
the agreement until May 2001 in exchange for reimbursing ICG for Mr. Howard's
salary and benefits at a rate of approximately $9,000 per month plus out of
pocket expenses. As of May 2001, Eric Howard was hired by BrightCube, Inc. as
Chief Financial Officer at an annual salary of $100,000. On November 5 2001, we
entered into employment agreements with Eric Howard as our Chief Financial
Officer. The employment agreement has a term of three years. The employment
agreement provides that Mr. Howard will receive an annual base salary of
$100,000 and a discretionary bonus based on certain revenue level attained by us
in 2001. Such revenue levels were not obtained in 2001.  Mr. Howard was granted
an option to purchase 500,000 shares of our common stock at an exercise price of
$0.34 per share, vesting over three years.

In March 2002, Mr. Howard was granted an option to purchase 1,000,000 shares of
common stock at an exercise price of $0.11 per share, vesting over three years.

STOCK OPTION PLAN

In April 2001, the Board of Directors approved a new option plan for 8,500,000
shares (the "2001 Plan"). The Board of Directors approved the granting of
options to purchase 1,440,000 shares of common stock to the Company's employees
and several consultants on July 3, 2001.

Previously, the 1999 stock option plan (the "1999 Plan")  was adopted by the
Board of Directors, and ratified and approved by our stockholders, as of the
closing of the reorganization with Data Growth, Inc. The Board of Directors
amended the 1999 Plan in June 1999. The purpose of the 1999 Plan is to enhance
our profitability and stockholder value by enabling us to offer stock based
incentives to employees, directors and consultants. The plan authorizes the
grant of options to purchase shares of common stock to employees, directors and
consultants of BrightCube, Inc. and its affiliates. Under the 1999 Plan , we may
grant incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986 and non-qualified stock options. Incentive stock options
may only be granted to our employees.

The number of shares available for options under the plan was originally
3,800,000. This number was increased in June 2000 to 13,750,000. The plan is
administered by the Compensation Committee of the board. Subject to the
provisions of the Plan, the Compensation Committee has authority to determine


                                       37
<PAGE>
the employees, directors and consultants of Brightcube, Inc. who are to be
awarded options and the terms of such awards, including the number of shares
subject to such option, the fair market value of the common stock subject to
options, the exercise price per share and other terms.

If the employment with BrightCube, Inc. of the holder of an incentive stock
option is terminated for any reason other than as a result of the holder's death
or disability or for "cause" as defined in the Plan, the holder may exercise the
option to the extent exercisable on the date of termination of employment, until
the earlier of the option's specified expiration date and 90 days after the date
of termination. If an option holder dies or becomes disabled, both incentive and
non-qualified stock options may generally be exercised, to the extent
exercisable on the date of death or disability, by the option holder or the
option holder's survivors until the earlier of the option's specified
termination date and one year after the date of death or disability.

As of December 31, 2001, 81,930 shares had been issued as the result of the
exercise of options previously granted under the 1999 Plan during 2000;
7,367,997 shares were subject to outstanding options and 6,382,003 shares were
available for future grants under both the 1999 and 2001 Plans. The exercise
prices of the outstanding options ranged from $0.34 to approximately $3.44 per
share. The options under both the 1999 and 2001 Plans vest over varying lengths
of time pursuant to various option agreements that we have entered into with the
grantees of such options.

We have not registered the 2001 or 1999 Plan, or the shares subject to issuance
thereunder, pursuant to the Securities Act of 1933. Absent registration, such
shares, when issued upon exercise of options, would be "restricted securities"
as that term is defined in Rule 144 under the Securities Act of 1933. The
Company currently intends to register these plans and intends to file
registration statements during fiscal year 2002. Optionees have no rights as
stockholders with respect to shares subject to options prior to the issuance of
shares pursuant to the exercise thereof. Options issued to employees under the
plan shall expire no later than ten years after the date of grant. An option
becomes exercisable at such time and for such amounts as determined at the
discretion of the Board of Directors or the Compensation Committee at the time
of the grant of the option. An optionee may exercise a part of the option from
the date that part first becomes exercisable until the option expires. The
purchase price for shares to be issued to an employee upon his exercise of an
option is determined by the Board of Directors or the Compensation Committee on
the date the option is granted. The purchase price is payable in full in cash,
by promissory note, or by delivery of shares of our common stock when the option
is exercised.

The plan provides for adjustment as to the number and kinds of shares covered by
the outstanding options and the option price therefore to give effect to any
stock dividend, stock split, stock combination or other reorganization of or by
Brightcube, Inc.

During March 2002, the Board of Directors voted to increase the number of
options available under the 2001 plan to 20,000,000.  Subsequently, options
covering 7,540,000 shares were authorized for grant to several employees and our
outside directors as part of a 2002 compensation plan.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of March 15, 2002, the ownership of our
common stock by each of our directors and Named Executive Officers, all of our
executive officers and directors as a group, and all persons known by us to
beneficially own more than 5% of our common stock.

     Unless otherwise indicated in the footnotes to the table the address of
each beneficial owner listed below is c/o 240 Center Street, El Segundo,
California, 90245.


                                       38
<PAGE>
     The number of shares beneficially owned by each stockholder is determined
under rules promulgated by the Securities and Exchange Commission, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rules, beneficial ownership includes any shares as to which
the individual has sole or shared voting or investment power and also any shares
that the individual has the right to acquire within 60 days after March 15,
2002. The inclusion herein of such shares, however, does not constitute an
admission that the named stockholder is a direct or indirect beneficial owner of
such shares. The total number of outstanding shares of common stock at March 15,
2002 was 77,641,995.


NAME AND ADDRESS OF        NUMBER  OF  SHARES     PERCENT OF
BENEFICIAL  OWNER          BENEFICIALLY  OWNED      CLASS
-------------------------  ---------------------  ---------
Terren Peizer                     41,922,356 (1)      54.0%
Al Marco                          17,876,132 (2)      23.0%
Jack Marshall                      2,699,117 (3)       3.5%
Elizabeth Wenner                     824,925 (4)       1.1%
Ralph Roessler                       824,925 (5)       1.1%
Eric Howard                          222,222 (6)         *
Bernard  Girma                       188,897 (7)         *
Richard  A.  Anderson                 83,333 (8)         *

All directors and                 64,541,574 (9)      83.3%
executive officers as
a group (eight persons)

Banca Del Gottardo                 7,496,500          9.7%
Viale Stefano Franscini 8,6901
Lugano,  Switzerland

*  Less  than  one  percent.

     Beneficial  ownership  is  determined  in  accordance  with  rules  of  the
Securities  and  Exchange  Commission.   In   computing  the  number  of  shares
beneficially  owned  by  a  person  and the percentage ownership of that person,
shares  of  common  stock  options  or  warrants  held  by  that person that are
currently  exercisable  or  exercisable  within  60  days  of March 15, 2002 are
deemed  outstanding.  Such  shares,  however, are not deemed outstanding for the
purposes  of  computing  the  percentage  ownership  of  each  other  person.

     (1)  Includes  shares  and warrants beneficially owned by Intellect Capital
          Group,  LLC  and  shares  and  warrants  beneficially  owned by OPUS X
          Capital,  LLC  and  other affiliates holding shares. Mr. Peizer is the
          Chairman  and  CEO  of  Intellect Capital Group, LLC. Includes 333,333
          shares  of common stock subject to options that are exercisable within
          60  day  of  March  15,  2002.
     (2)  Includes  777,778  shares  of common stock subject to options that are
          exercisable  within  60  days  of  March  15,  2002.
     (3)  Includes  1,324,279 shares of common stock subject to options that are
          exercisable  within  60  days  of  March  15,  2002.
     (4)  Includes  277,778  shares  of common stock subject to options that are
          exercisable  within  60  days  of  March  15,  2002.
     (5)  Includes  277,778  shares  of common stock subject to options that are
          exercisable  within  60  days  of  March  15,  2002.
     (6)  Includes  222,222  shares  of common stock subject to options that are
          exercisable  within  60  days  of  March  15,  2002.


                                       39
<PAGE>
     (7)  Includes  188,889  shares  of common stock subject to options that are
          exercisable  within  60  days  of  March  15,  2002.
     (8)  Includes  83,333  shares  of  common stock subject to options that are
          exercisable  within  60  days  of  March  15,  2002.
     (9)  Includes  3,485,390 shares of common stock subject to options that are
          exercisable  within  60  days  of  March  15,  2002.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Unless otherwise indicated, information in this section regarding shares of
our  common stock reflect the 1.5133753 for 1 conversion ratio applied to shares
of  Photoloft.com, Inc., a California corporation (Photoloft California), common
stock  at  the  time  of  the  reorganization  referred  to  below.


                                       40
<PAGE>
     OTHER RELATED TRANSACTIONS.  In March 2000 we issued options to purchase up
to 378,344 shares of common stock to Jack Marshall, pursuant to his employment
agreement.

In March 2000, we obtained loans from George Perlegos, a holder of more than 4%
of our common stock at that time, and one other shareholder aggregating
$115,000. All amounts have been repaid as of November 30, 2000. In May 2000, we
received a loan of $50,000 from Kay Wolf Jones, one of our former officers. The
loan rate was 10% per month. In June 2000 we repaid the loan to Kay Wolf Jones.

In March 2000, we sold and issued to an entity related to ICG a warrant to
purchase 400,000 shares of our common stock at an exercise price of $0.10 per
share. These warrants were sold to a third party and subsequently exercised in
June 2001.

On June 8, 2000, pursuant to a Stock Purchase Agreement dated as of April 18,
2000 (the "Agreement"), we issued and sold 900 shares of our Series B
Convertible Preferred Stock (the "Series B Preferred Stock") to ICG, a Delaware
limited liability company. ICG is a Los Angeles-based firm that provides
investment and intellectual capital to developmental and emerging growth stage
technology companies and takes an active role to assist them to realize their
full potential. The consideration for the Series B Preferred Stock consisted of
$9,000 in cash. In conjunction with the Agreement, ICG became an active
shareholder, and assisted us with the creation of our strategic plan, building a
management team and Board of Directors, identifying and advising on the
consummation of strategic relationships, and advising on merger and acquisition
activities, our capital formation process and corporate finance and corporate
communications. The Series B Preferred Stock was convertible, on or before July
8, 2000, into 50% of our then-outstanding common stock following the conversion
(on a fully- diluted basis). As of July 8, 2000, we had 33,825,266 shares of
common stock outstanding on a fully-diluted basis. However, on July 8, 2000, we
did not have enough shares of authorized common stock to convert all of the
Series B Preferred Stock. On that date, we issued 27,914,023 shares of common
stock in partial conversion of the Series B Preferred Stock. Pursuant to the
terms of May 22, 2000 letter agreement between the holder of the Series B
Preferred Stock and us, we incurred penalties of $13,122,959 as a result of the
inability to convert the remainder of the Series B Preferred Stock. These
penalties have been waived by the holder and the holder has waived its right to


                                       41
<PAGE>
receive the additional 5,911,243 shares it was entitled to on July 8, 2000 in
exchange for the issuance of warrants to purchase an aggregate of 11,900,000
shares of our common stock at an exercise price of $1.65 per share. The warrants
may be exercised, or exchanged on a two-for one basis for shares of our common
stock. The conversion has diluted, and the exercise of these warrants will
dilute the interests of our other shareholders.

Pursuant to the Agreement, we elected Terren S. Peizer, the ICG Chairman and
Chief Executive Officer, as our Chairman and a member of our Board of Directors.
In connection with the Agreement, we entered into a Registration Rights
Agreement, dated June 8, 2000, which requires us to register, at our expense,
the common stock issued after the conversion of the Series B Preferred Stock
upon the demand of ICG; provided, however, that no such demand could be made
prior to December 8, 2000. The Registration Rights Agreement also provides
unlimited piggyback registration rights. Certain of our shareholders also
entered into an Agreement among Shareholders and Company with ICG and us,
pursuant to which those shareholders agreed to vote to elect to the Board a
candidate to be designated by future investors and a Lock-Up Agreement
restricting their transfer of our common stock.

Prior to entering into the Agreement, ICG loaned us $275,000 pursuant to a Loan
and Security Agreement dated May 18, 2000. The loan was evidenced by a
Promissory Note, and secured by all of our assets. In July, 2000 we repaid this
loan. On May 22, 2000, we also entered into a side letter with ICG in which we
agreed to (i) file a consent solicitation statement with the Securities Exchange
Commission to solicit consents for the purpose of increasing our authorized
common stock to 200,000,000 shares and (ii) enter into Shareholder Agreements
with certain of our major shareholders in which those shareholders agreed to
consent to the increase in our authorized common stock. The side letter provided
for financial penalties in the event that we failed to file the consent
solicitation statement and obtain approval of the increase by specified dates.

In July 2000, we paid ICG fees of approximately $630,000 in connection with a
private placement of our common stock.

In July 2000, we entered into an employment agreement with Ed MacBeth to serve
as our President and Chief Operating Officer, under which he was granted an
option to purchase 1,500,000 shares of common stock vesting over three years. In
January 2001, we entered into a separation agreement with Mr. MacBeth providing
for the immediate vesting of 500,000 of these options.  These options will
remain exercisable through January 2003.

In December 2000, we acquired all of EVG's common stock in exchange for
18,192,600 restricted common shares of which 3,208,600 shares were placed in a
twelve-month escrow account as security for the indemnification obligations of
the former EVG shareholders and subsequently released in December 2001. Al Marco
was the majority shareholder of EVG. In addition, we paid $800,000 to an entity
owned by Al Marco, now our Chief Executive Officer and a member of our Board of
Directors, in settlement of EVG's liabilities to this entity. At the same time
we entered into an employment contract with Mr. Marco as our CEO under which he
was granted an option to purchase 1,500,000 shares of common stock, vesting over
a three-year period. We also entered into employment agreements with Elizabeth
Wenner and Ralph Roessler, two minority shareholders and executives of EVG, and
granted each of them options to purchase 500,000 shares of common stock, vesting
over a three-year period. We currently lease our El Segundo facility from Mr.
Marco, for a monthly rent of $13,120, subject to 5% annual increases, plus
certain maintenance and operating expenses.

In February 2001, we entered into a separation agreement and general release
with Joe Harris, Vice President of Marketing, terminating his employment
effective February 28, 2001. Under this  agreement we paid his normal salary
through the end of January and his fourth quarter bonus of $12,500 and forgave
his obligation to pay back any of his signing bonus. The signing bonus was
$25,000 and required that he work for us for a minimum period of time, which he
did not complete. Mr. Harris has not been replaced to date.


                                       42
<PAGE>
As of December 31, 2001, we owed $104,500 to Intellect Capital Group, LLC (ICG),
a minority shareholder, for expenses paid by ICG on our behalf and interest
accrued on the bridge loan described below. This amount is included in the
payable to shareholders.

Al Marco, our CEO, owns the building occupied by the Company in El Segundo,
California. The Company paid approximately $128,700 in rent to Al Marco during
the fiscal year 2001.  As of December 31, 2001, we owed Al Marco $11,400 for
rent.

During the fiscal year 2001 the Company paid $133,900 to Marco Fine Arts, a
company owned by Al Marco, our CEO.  This payment related to various operating
expenses paid on the Company's behalf by Marco Fine Arts.   As of December 31,
2001, we owed Marco Fine Arts $4,600.

During July 2001, we obtained a Bridge Loan from one of our stockholders,
Intellect Capital Group LLC (ICG) in the amount of $500,000 at an annual 8%
interest rate. The funds were used for general working capital purposes and have
a 15 day demand notice call provision.  On July 14, 2001 we negotiated a
forbearance agreement with ICG that provided the Company with a 30 day period
during which ICG would not call the loan in exchange for a warrant for the
purchase of 1,875,000 shares of common stock with a $0.30 exercise price per
share, including a provision for cashless exercise.

In September 2001, the Company entered into a settlement agreement and general
release relating to claims against us from a third party that also provided a
benefit to our Board of Directors.

In January 2002, we entered into a consulting agreement with one of its
Directors, for a twelve month period.  In exchange for business development,
marketing, and product development consulting services, this Director will be
paid $2,500 per month as base consulting fees for services in regards to our OEM
paper sales and $2,500 per month as a draw against future commissions.
Additionally, the Director is to receive 1% to 3% commissions on paper sales to
large customers based on his efforts.  The Director also was granted
non-qualified options to purchase 350,000 shares of  our common stock at a price
of $0.11 per share.  50% of these options vested immediately upon issuance and
the remaining 50% vest evenly over one year.

In February 2002, the Promissory Note for the bridge loan from Intellect Capital
Group LLC (ICG) ($500,000 dated July 16, 2001) was amended in order for us to
obtain an additional bridge loan from independent third party lenders. Under the
terms of the amendment ICG will: (i) in the event of repayment of less than the
entire amount then outstanding under the new bridge loan described above, ICG
shall subordinate its repayment rights such that ICG will receive up to $1 for
every $2 paid to the note holders under the Bridge, (ii) ICG shall not transfer
the note, and (iii) ICG shall not demand payment on loan for nine months from
the date of the last closing of the bridge loan obtained form independent third
party lenders in February and March 2002 or November 30, 2002, whichever is
sooner, or unless we file for any form of bankruptcy. In return, we issued a
warrant to purchase 500,000 shares of Common Stock at an exercise price of $0.09
and agreed to reprice the exercise price of the 1,875,000 warrants, previously
issued, from $0.30 to $0.09 per share. Additionally, the interest rate described
in the earlier ICG Promissory Note was amended from 8.0% to 12% per annum as of
February 19, 2002.

During March 2002, the Board of Directors approved options to purchase common
shares to management, outside board members, and various other employees as part
of a 2002 compensation package.  Management and several employees will receive
in total 5,340,000 options to purchase common stock at $0.11 per share, vesting
over three years.  Outside Board members will receive 2,200,000 options with the
same exercise price vesting over one year.

We believe that all of the transactions set forth above were made on terms no
less favorable to us than could have been obtained from unaffiliated third
parties. We intend that all future transactions, including loans, between us and
our officers, directors, principal stockholders and their affiliates will be
approved by a majority of the Board of Directors, including a majority of the
independent and disinterested outside directors on the Board of Directors, and
be on terms no less favorable to us than could be obtained from unaffiliated
third parties.


                                       43
<PAGE>
ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 10KSB


     (a)(1)  Our audited financial statements, described as follows, are
included in this report following the signature page of this report, as Exhibit
99-11.
                                                                        Page
          Financial Statements                                          Number
          --------------------                                          ------

          Report of Independent Certified Public Accountants            F-2
          Consolidated Balance Sheet as of December 31, 2001            F-3
          Consolidated Statements of Operations for the Years Ended
          December 31, 2001 and 2000                                    F-4
          Consolidated Statements of Shareholders' (Deficiency)
          Equity for the Years Ended December 31, 2001 and 2000         F-5
          Consolidated Statements of Cash Flows for the Years
          Ended December 31, 2001 and 2000                              F-6
          Notes to Consolidated Financial Statements                    F-7

Schedules other than those listed above are omitted for the reason that they are
not required, are not applicable, or the required information is shown on the
financial statements or notes thereto.

      (a)(2) The following exhibits are being filed herewith:

Exhibit No.                 Exhibit Name
-----------                 ------------

ITEM     27.     EXHIBITS

The following exhibits are filed with this Registration Statement; documents
incorporated by reference from filings made prior to December 2000 were filed by
Photoloft.com, the predecessor of BrightCube,  Inc.:

2.1       Agreement and Plan of Reorganization dated as of February 16, 1999 by
          and  among  Data  Growth,  Inc.  Gary  B.  Peterson and the Registrant
          (Incorporated  By  Reference  to  Exhibit  2.1  of  the  Registrant's
          Registration  Statement  on  Form  10-SB  first filed on July 13, 1999
          (File  No.  000-26693),  subsequently  amended  (the  "Form  10-SB)).

2.2       Asset Purchase Agreement dated as of November 9, 2001 by and among
          BrightCube,  Inc. and Canon U.S.A., Inc. (Incorporated by reference to
          Exhibit  2.2  of  the  Form  8-K).

3(i).1    Articles  of  Incorporation  of  the  Registrant,  (Incorporated by
          reference  to  Exhibit  3.1  of  the  Form  10  SB).


3(i).2    Certificate of Amendment to the Articles of Incorporation of the
          Registrant (Incorporated by Reference to Exhibit 3.2 of the Form
          10-SB).

3(i).3    Additional amendments to Articles of Incorporation. (Incorporated by
          Reference of the Form SB-2 filed November 2001).


3(ii)     By-Laws of Registrant. (Incorporated by Reference of the Form SB-2
          filed November 2001).



                                       44
<PAGE>
3(i).4    Certificate of Designations, Preferences and Rights of Series A
          Convertible  Preferred  Stock  of  the  Registrant  (Incorporated  by
          Reference  to  Exhibit  3.4  of the Registrant's Annual Report on Form
          10-KSB  for  the  year  ended  December  31,  1999).

3(i).5    Certificate  of  Designations,  Preferences  and  Rights  of  Series B
          Convertible  Preferred  Stock  of  the  Registrant  (Incorporated  by
          Reference  to  Exhibit  3.5  of  the  Form  8-K  filed June 23, 2000).

4.1       Form of Voting Agreement, dated as of June 8, 2000, by and between the
          Registrant  and  certain  shareholders  (Incorporated  by Reference to
          Exhibit  4.3  of  the  Form  8-K  filed  on  June  23,  2000).

10.1      Engagement letter dated October 24, 1997 between Gary Kremen and the
          Registrant  (Incorporated  by  Reference  to  Exhibit 10.9 of the Form
          10-SB).

10.2      Distribution Agreement dated March, 1998 by and between Kuni Research
          International  Corporation  and  the  Registrant  (Incorporated  by
          Reference  to  Exhibit  10.11  of  the  Form  10-SB).

10.3      Lease Agreement dated July 8, 1998 by and between The Manufacturer's
          Life  Insurance  Company,  (U.S.A.)  Company, Ltd., and the Registrant
          (Incorporated  by  Reference  to  Exhibit  10.12  of  the Form 10-SB).

10.4      Sublease  Agreement  dated  September  1, 1998 by and between Surefire
          Verification,  Inc.  and  the Registrant (Incorporated by Reference to
          Exhibit  10.14  of  the  Form  10-SB).

10.5      Amendment to an Agreement with Infomedia, dated January 15, 1999
          (Incorporated by Reference to Exhibit 10.16 of the Form 10-SB).

10.6      Sublease Agreement dated February 1, 1999 by and between Summit
          Microelectronics  and  the  Registrant  (Incorporated  by Reference to
          Exhibit  10.17  of  the  Form  10-SB).

10.7      Amendment No. 1 to Consulting Services Agreement, dated February 9,
          1999  by  and  between  Hewlett-Packard  Company  and  the  Registrant
          (Incorporated  by  Reference  to  Exhibit  10.18  of  the Form 10-SB).

10.8      Letter Agreement, dated February 10, 1999 by and between Bay Tree
          Capital  Associates, LLC and the Registrant (Incorporated by Reference
          to  Exhibit  10.19  of  the  Form  10-SB).

10.9      Employment Agreement dated March 15, 2000 by and between Mr. Jack
          Marshall,  Chris  McConn,  Kay  Wolf  Jones  and  the  Registrant
          (Incorporated  By Reference to Exhibit 10.2, 10.3 and 10.1 of the Form
          10Q  SB  filed  May  15,  2000).

10.10     1999 Stock Option Plan of the Registrant (Incorporated by Reference to
          Exhibit 10.21 of the Form 10-SB).

10.11     Form of Stock Option Agreement issued under the 1999 Stock Option Plan
          of  the  Registrant (Incorporated by Reference to Exhibit 10.22 of the
          Form  10-SB).

10.12     Stock Option Agreement dated July 1, 1999 by and between Chris McConn
          and  the registrant (Incorporated by Reference to Exhibit 10.23 of the
          Form  10-SB).


                                       45
<PAGE>
10.13     Stock Option Agreement dated July 1, 1999 by and between Jack Marshall
          and  the Registrant (Incorporated by Reference to Exhibit 10.24 of the
          Form  10-SB).

10.14     Internet Services and Co-Location Agreement, dated March 15, 1999 by
          and  between  AboveNet  Communications,  Inc.  and  the  Registrant
          (Incorporated  by  Reference  to  Exhibit  10.27  of  the Form 10-SB).

10.15     Representation Agreement, dated April 26, 1999, by and between ADSmart
          Network and the Registrant (Incorporated by Reference to Exhibit 10.29
          of  the  Form  10-SB).

10.16     Agreement, dated July 31, 1998, by and between Digital Equipment
          Corporation  and  the Registrant (Incorporated by Reference to Exhibit
          10.32  of  the  Form  10-SB).

10.17     Consulting Services Agreement, dated October 22, 1998 by and between
          Hewlett-Packard  Company and the Registrant (Incorporated by Reference
          to  Exhibit  10.33  of  the  Form  10-SB).

10.18     Loan and Security Agreement, dated September 27, 1999 by and between
          Aerofund Financial, Inc. and the Registrant (Incorporated by Reference
          to  Exhibit  10.34  of  the  Form  10-SB).

10.19     Subscription  Agreement, dated December 1999, by and between John C.
          Marshall,  Martha  Ann  Marshall  and  the Registrant (Incorporated by
          Reference  to  Exhibit  10.35  of  the  Form  10-SB).

10.20     Warrant Agreement dated December 1999, by and between John C.
          Marshall,  Martha  Ann  Marshall  and  the Registrant (Incorporated by
          Reference  to  Exhibit  10.36  of  the  Form  10-SB).

10.21     Subscription Agreement, dated December 1999, by and between Barbara
          Marshall  and  the  Registrant  (Incorporated  by Reference to Exhibit
          10.37  of  the  Form  10-SB).

10.22     Warrant Agreement dated December 1999, by and between Barbara Marshall
          and the Registrant (Incorporated by Reference to Exhibit 10.38 of the
          Form  10-SB).

10.23     Subscription Agreement, dated December 1999, by and between Lisa
          Marshall,  Don  Welsh and the Registrant (Incorporated by Reference to
          Exhibit  10.39  of  the  Form  10-SB).

10.24     Warrant Agreement dated December 1999, by and between Lisa Marshall,
          Don  Welsh  and  the  Registrant (Incorporated by Reference to Exhibit
          10.40  of  the  Form  10-SB).

10.25     Stock Option Agreement dated December 1999, by and between Lisa
          Marshall,  Don  Welsh and the Registrant (Incorporated by Reference to
          Exhibit  10.41  of  the  Form  10-SB).


10.26     Securities Purchase Agreement dated March 3, 2000 by and between the
          purchasers  of  the  Registrant's Series A Convertible Preferred Stock
          and  the Registrant (Incorporated by Reference to Exhibit 10.26 of the
          Form  10-KSB  for  the  year  ended  December  31,  1999).

10.27     Registration Rights Agreement dated March 3, 2000 by and between the
          purchasers  of  the  Registrant's Series A Convertible Preferred Stock
          and  the Registrant (Incorporated by Reference to Exhibit 10.27 of the
          Form  10-KSB  for  the  year  ended  December  31,  1999).

10.28     Placement Agency Agreement dated March 3, 2000 by and between May
          Davis  Group,  Inc.  and  the Registrant (Incorporated by Reference to
          Exhibit  10.28  of  the  Form  10-KSB  for the year ended December 31,
          1999).


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<PAGE>
10.29     Form of Warrant Agreement to Purchase Common Stock issued to May Davis
          Group,  Inc. as of March 3, 2000 (Incorporated by Reference to Exhibit
          10.29  of  the  Form  10-KSB  for  the  year ended December 31, 1999).

10.30     Financial Management Support Services Agreement dated November 29,
          1999  by  and  between Asher Investment Group, Inc. and the Registrant
          2000  (Incorporated  by  Reference to Exhibit 10.30 of the Form 10-KSB
          for  the  year  ended  December  31,  1999).

10.31     Stock Purchase Agreement, dated as of April 18, 2000, by and between
          the  Registrant  and  Intellect  Capital  Group,  LLC  shareholders
          (Incorporated by Reference to Exhibit 10.31 of the Form 8-K filed June
          23,  2000).


10.32     Registration Rights Agreement, dated June 8, 2000, by and between the
          Registrant and Intellect Capital Group, LLC shareholders (Incorporated
          by  Reference  to  Exhibit 10.32 of the Form 8-K filed June 23, 2000).

10.33     Loan and Security Agreement, dated May 18, 2000, by and between the
          Registrant and Intellect Capital Group, LLC shareholders (Incorporated
          by  Reference  to  Exhibit 10.33 of the Form 8-K filed June 23, 2000).

10.34     Promissory Note, dated May 18, 2000, by the Registrant in favor of
          Intellect  Capital  Group, LLC shareholders (Incorporated by Reference
          to  Exhibit  10.34  of  the  Form  8-K  filed  June  23,  2000).

10.35     Side Letter, dated May 22, 2000, by and between the Registrant and
          Intellect  Capital  Group, LLC shareholders (Incorporated by Reference
          to  Exhibit  10.35  of  the  Form  8-K  filed  June  23,  2000).

10.36     Form of Shareholder Agreement, dated June 8, 2000, by and among
          Registrant  and  certain  shareholders  (Incorporated  by Reference to
          Exhibit  10.36  of  the  Form  8-K  filed  June  23,  2000).

10.37     2001 Equity Incentive Plan (incorporated by reference to Exhibit 10.37
          of  the  Post  Effective Amd't No. 1 to the Form SB-2 filed on January
          17,  2002  (SEC  file  no.  333-74044)).


10.38     Loan and Security Agreement, dated July 16, 2001, by and between
          Intellect Capital Group, LLC and Registrant (Incorporated by Reference
          to  Exhibit  99.14  of  the  Form  10QSB  dated  June  30,  2001).

10.39     Forbearance  Agreement,  dated  August  14, 2001 by and between
          Intellect  Capital  Group,  LLC  and the (Incorporated by Reference to
          Exhibit  99.17  of  Form  10QSB  dated  June  30,  2001).

10.40     Employment Agreement dated December 20, 2000 by and between Al Marco
          and  the Registrant. (Incorporated by Reference to Exhibit 99.3 of the
          Registrant's  Form  8-K/A  filed  March  5,  2001).

10.41     Employment Agreement dated December 20, 2000 by and between Ralph
          Roessler  and  the  Registrant.  (Incorporated by Reference to Exhibit
          99.4  of  the  Registrant's  Form  8-K/A  filed  March  5,  2001).


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<PAGE>
10.42     Employment Agreement dated December 20, 2000 by and between Elizabeth
          Wenner and the Registrant. (Incorporated by Reference to Exhibit 99.5
          of the Registrant's Form 8-K/A filed March 5, 2001).

10.43     Asset Purchase Agreement among Canon, U.S.A., Inc. and Registrant
          (Incorporated by Reference to Exhibit 2.2. of the Registrant's Form
          8-K filed November 21, 2001).

21        Subsidiaries of the Company (Incorporated by Reference to Exhibit 21.1
          of the Form 10-SB).

22        Certificate of Amendment of Articles of Incorporation of Brightcube
          California, Inc. (Incorporated by Reference to Exhibit 3.3 of the Form
          SB-2 filed November 28, 2001).

23.2      Consent of Manatt, Phelps, & Phillips, LLP (included in exhibit 5 of
          the Form SB-2 filed on November 28, 2001).

24        Power of Attorney (included on signature page)

99.1      Financial Statements of EVG. (Incorporated by Reference to Exhibit
          99.1 of the Registrant's Form 8-K/A filed March 5, 2001)

99.2      Unaudited Pro Forma Condensed Consolidated Financial Information.
          (Incorporated by Reference to Exhibit 99.2 of the Registrant's Form
          8-K/A filed March 5, 2001)

99.3      Separation Agreement and General Release by and between Edward MacBeth
          and the Registrant. (Incorporated by Reference to Exhibit 99.12 of the
          Registrant's Form 10-KSB filed April 17, 2001).

99.16     Market Access Program Marketing Agreement, dated July 27, 2001 by and
          between Madison Wall Worldwide, Inc. and Registrant (as filed with the
          10QSB dated September 30, 2001).

99.17     Forbearance Agreement, dated August 14, 2001 by and between Intellect
          Capital Group, LLC and the Registrant (as filed with the 10QSB dated
          September 30, 2001).

99.18     Investment Banking Agreement, dated August 17, 2001 by and between
          vFinance Investments, Inc. and vFinance Capital L.C. and the
          Registrant (as filed with the 10QSB dated September 30, 2001).

99.19     Employment Agreement, dated November 5, 2001 by and between Eric
          Howard and Registrant (as filed with the 10QSB dated September 30,
          2001).

99.4      Separation Agreement and General Release by and between Joe Harris and
          the Registrant. (Incorporated by Reference to Exhibit 99.12 of the
          Registrant's Form 10-KSB filed April 17, 2001).

99.5      Loan and Security Agreement, dated July 16, 2001, by and between
          Intellect Capital Group, LLC and the Registrant (Incorporated by
          Reference to Exhibit 99.14 of the Registrant's Form 10Q-SB filed
          August 14, 2001).

99.6.1    Promissory Note, dated July 16, 2001, by and between Intellect
          Capital Group, LLC and Registrant (Incorporated by Reference to
          Exhibit 99.15 of the Registrant's Form 10Q-SB filed August 14, 2001).

99.7      Bernard Girma consulting agreement dated January 1, 2002.

99.8      Amendment to Intellect Capital Group Promissory Note and Loan and
          Security Agreement, dated February 18, 2002.


                                       48
<PAGE>
99.9      Financial Statement for the fiscal year 2001.

(b)       Reports on Form 8-K.  A current report on Form 8-K (items 2 and 7) was
          filed during the quarter ended December 31, 2001 to report an Asset
          Purchase Agreement among CANON U.S.A., INC., BRIGHTCUBE, INC. AND
          BRIGHTCUBE CALIFORNIA, INC. dated as of OCTOBER 26, 2001, for the sale
          of the ASP services division.


                                       49
<PAGE>
SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on March 31, 2002.

                                       BRIGHTCUBE, INC.


                                       /s/ Al Marco
                                       --------------------------------
                                       Al Marco
                                       Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose signature appears below authorizes Al Marco to execute in
the name of each such person who is then an officer or director of the
registrant and to file any amendments to this annual report on Form 10-KSB
necessary or advisable to enable the registrant to comply with the Exchange Act
of 1934 and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, which amendments may make such changes
in such report as such attorney-in-fact may deem appropriate.

     In accordance with the Exchange Act of 1934, this report has been signed by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

SIGNATURE                                TITLE                      DATE
---------                                -----                      ----


/s/  Terren S. Peizer           Chairman of the Board          March 31, 2002
---------------------------
Terren S. Peizer


/s/  Al Marco                   Chief Executive                March 31, 2002
---------------------------     Officer, Director
Al Marco


/s/  Jack Marshall             Vice Chairman, Director         March 31, 2002
---------------------------
Jack Marshall

/s/  Bernard Girma              Director                       March 31, 2002
---------------------------
Bernard Girma

/s/  Richard A. Anderson        Director                       March 31, 2002
---------------------------
Richard A. Anderson



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