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, 2000

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

        For  the  transition  period  from ________ to ________.

        Commission  file  number:  0-266932
                                   --------


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

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

                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)


<PAGE>
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.

                           (1)     Yes [ X ] No [   ]

                           (2)     Yes [ X ] No [   ]

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.  $481,000
                                                                  --------

As  of March 15, 2001, the approximate aggregate market value of the outstanding
voting and non-voting common equity held by non-affiliates of the registrant was
$6,054,292  (based  upon the closing price for shares of the registrant's common
stock  as  reported  by  the  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,  2001,  the registrant had 70,220,648 shares of common stock,
$0.001  par  value  per  share,  outstanding.

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


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                    BRIGHTCUBE, INC.

                                      FORM 10-KSB

                                   TABLE OF CONTENTS


PART  I.
--------
<S>        <C>                                                                       <C>

ITEM 1.    Description of Business                                                    4
ITEM 2.    Description of Property                                                   15
ITEM 3.    Legal Proceedings                                                         15
ITEM 4.    Submission Of Matters To A Vote Of Security Holders                       15

PART II.
--------

ITEM 5.    Market For Common Equity and Related Stockholder Matters                  16
ITEM 6.    Management's Discussion and Analysis or Plan of Operation                 17
ITEM 7.    Financial Statements                                                      32
ITEM 8.    Changes In and Disagreements With Accountants On Accounting and
           Financial Disclosure                                                      32

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

ITEM 9.    Directors, Executive Officers, Promoters and Control Persons; Compliance
           With Section 16(a) of the Exchange Act                                    33
ITEM 10.   Executive Compensation                                                    37
ITEM 11.   Security Ownership Of Certain Beneficial Owners and Management            44
ITEM 12.   Certain Relationships and Related Transactions                            46
ITEM 13.   Exhibits and Reports On Form 8-K                                          50
</TABLE>


                                        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  and  provider  of  digital  imaging
infrastructure,  technology,  products,  services  and  papers  for  the art and
photography  markets.  We  utilize  several Web sites, develop a line of digital
papers  (consumables),  provide  digital  imaging  software  and  hosting
infrastructure  and a subscription based dealer network to enable our clients to
store,  deliver  and  print  images. We implemented certain parts of our current
business  strategy,  in  particular  our  focus  on  the art market, through the
acquisition  of  Extreme  Velocity  Group,  Inc.  ("EVG")  by  PhotoLoft,  Inc.
("PhotoLoft")  on  December  20,  2000.  Upon  completion  of  the  acquisition,
PhotoLoft changed its name to Brightcube. PhotoLoft provided the digital imaging
software  and hosting infrastructure business lines and EVG provided the digital
papers  and  dealer  network  business  lines.

     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 will be
distributed  through  three channels: to our network of dealers (see description
below),  to  wholesalers  and  distributors and through a retail website that we
maintain,  www.photoinkjet.com.

     Our digital imaging software and hosting infrastructure is provided through
two  channels:  a  consumer  site,  still  branded  as  PhotoLoft.com,  and  a
business-to-business  hosting  and  infrastructure  service.  PhotoLoft.com is a
photo-sharing  and  digital  imaging  e-commerce  "community",  meaning  that
individuals with access to the Internet can store, view and share their personal


                                        4
<PAGE>
photographic images on pages located on the World Wide Web which we maintain and
can  be  accessed  from  our web site at www.photoloft.com. As a result, our web
site  is a "community" of pages on the World Wide Web with images collected from
around  the  world.  We  continue  to  provide  our broad Web-based photosharing
service  to consumers but no longer actively market this service as the business
hosting  and infrastructure is now our focus. PhotoLoft.com was originally based
on  advertising  revenue  that  provided  these  services  free to consumers but
recently  transitioned to a membership fee for users posting images. We recently
began  charging  a  membership  fee  to all users of the PhotoLoft.com site. Our
primary  focus  for  the  imaging  software  and  hosting  infrastructure  is  a
business-to-business model, whereby we sell digital imaging software and hosting
to  other  businesses. These services are provided on a private label basis with
our  customers  paying us based on a license fee for the use of our software and
for  bandwidth  used  on  the  hosting  services.

     Our  Brightcube  dealer network is comprised of independent art frame shops
("dealers")  around  the  country  that  subscribe  to  our services. One of the
services  is e-commerce orders generated from our website, www.frameyourart.com.
                                                           --------------------
Consumers  can  visit  this website, order art and have the art framed at one of
our  local  dealers.  We do not make any money from these orders, but rather use
the  distribution  to  drive  value  to  our  dealers in return for their annual
subscriptions.  The  dealers  purchase  the  rights  to  zip codes for an annual
subscription  rate. In addition to the distribution rights from these zip codes,
we  provide  marketing  and  advertising  support  to  subscribing  dealers. The
marketing  and  support  that we provide to the dealers includes promotions that
are  designed  to  increase  traffic  into  their stores and training on various
aspects  of  running  their  business.  In  2001,  we  are  in  the  process  of
transitioning  these  dealers  from  a zip code driven service to a subscription
service  under  which  we provide marketing support and technology solutions and
give  them  access  to an image bank from which they can select pieces of art to
produce  themselves  using  inkjet  printers.  As part of these solutions we now
offer  the  dealers  private labeled, e-commerce enable websites, a royalty free
library  of  art  images  that  the  dealers  can print and additional marketing
promotions.

     Additionally,  we are in the process of developing and deploying a solution
to  remotely  deliver  art  images  to be printed on demand. We are calling this
product  the  BrightCube  Solution and expect to deploy the system during fiscal
year 2001. The solution consists of an image bank powered by our digital imaging
software  and  hosting  solutions that provide  a library of digital art images.
Our  dealers and other BrightCube Solution users can access this image bank over
the  Internet  and  order  an image to be printed. That image is then encrypted,
sent  from  our  servers  over the Internet to the dealer's location and printed
directly  on  a  wide  format  printer  there  without  residing on the dealer's
computer.  This  solution addresses a significant problem in the distribution of
art.  Currently,  art  publishers have to run high volume print runs of art that
are  then distributed to art galleries and frame shops. This system is expensive
due  to  delivery  costs, inventory carrying costs and the risks associated with
obsolete  inventory. With the BrightCube solution, these costs are eliminated as
art  can  be  selected  and printed locally on-demand, offering significant cost
savings  to  publishers  and retailers. The users printing the art are charged a
per  print  charge  for the use of the image. BrightCube shares in the per print
charge  and  sells  the  papers  on  which  the  art is printed. This BrightCube
Solution  will  be  marketed to art publishers around the country, art galleries
and  to  our  dealer  network  of  frame  shops.


                                        5
<PAGE>
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  minimal  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. The market place was rapidly leaving
behind  cumbersome  computers  that  required  highly  trained operators and was
turning  to  PC-based computing that allowed people with average computer skills
to  enter  a  new  world.  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
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  Data  Growth,  Inc.'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. See "Item 12.
Certain  Relationships  and  Related  Transactions."

     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 the 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.

     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.photoloft.com,  www.photoinkjet.com,
------------------   -----------------   -------------------
www.allartportal.com,  www.ev-g.com  and  www.frameyourart.com.  The  content of
--------------------   ------------       --------------------
these Web sites does not constitute a part of this Annual Report on Form 10-KSB.


                                        6
<PAGE>
PRODUCTS  AND  SERVICES

DIGITAL  PAPERS

     We  develop  and  distribute  a  proprietary  line  of  papers designed for
high-end  inkjet printing for the art and photographic markets. These papers are
designed  in  our  in-house  research and development laboratory by our in-house
team  and produced by outside mills. We utilize several mills for the production
of our papers. While we believe that there are other mills that could supply our
paper,  should one of these mills be unable to provide our paper we could face a
severe  short  term  supply  shortage.  We  also  distribute papers designed and
distributed  by other companies. These 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.
These  papers  are  marketed  under  the brand names XtremeGamut, Advanced Media
Products  and  Brightcube.  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. Loss of any member of this team could significantly
impact  our  ability  to  develop  new  papers.

DEALER  NETWORKS

     We  currently  have  one dealer network in place and are planning to launch
another  next  year.  The  current  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. Instead, we have been
offering  Internet  solutions,  such  as  custom  web pages with full e-commerce
capabilities, marketing and promotional support and the ability to print artwork
on-demand.  Also included  in  this  offering   is our digital image bank of art
images  to  which  we  have  the rights. These images are offered to our dealers
royalty  free  to  allow  them to produce artwork as needed. As a result of this
transition, the membership of our dealer network has declined since December 31,
2000 to 420 as of March 15, 2001. Our current solutions have received a positive
reaction  in the marketplace, however while we are still seeing a net decline in
the  network,  we  expect  the  community  to  start  growing again during 2001.

     In  February  2001,  we  began  beta  testing  on  a new dealer network for
professional  photographers  called  Working  Photo.  In  exchange for an annual
subscription rate, this network provides professional photographers a customized
personal  webpage,  on-line  proofing  and  ordering  rooms for their customers,
e-commerce  accounts,  marketing  tools,  such as bulk emailers, and other tools
that enhance the professional photographer's business. Working Photo was created
through  the  combination  of software written for the framing galleries and the
PhotoLoft  technology. As of March 15, 2001, we were still in the process of the
initial  marketing of this product. The initial reaction to the product has been
enthusiastic  but  it is still too early to tell how successful the product will
be.


                                        7
<PAGE>
DIGITAL  IMAGING  AND  INFRASTRUCTURE
     As  an  early  player  in the online imaging market, we quickly established
ourselves  as a business to business ("B2B") focused website.  At the same time,
we  established  a consumer photosharing web site that served as a prototype for
our  private  label  and  co-branded  partner sites.  As the marketplace for our
services  evolved  over  the  ensuing  years,   we  utilized  this  time  to
educate  the  marketplace  and  build  our  consumer  site.  Now  that  the  B2B
marketplace  has  become much more sophisticated and we have honed our products,
we  are  looking  to  become  a  leader  in  the  Internet  digital  imaging and
photosharing  B2B  market.

     We  provide  a  turnkey  B2B web-based infrastructure for rapidly producing
websites  that  can  be integrated seamlessly with client companies' websites in
co-branded,  private  label  and  customized installations for consumer oriented
photosharing  communities  and  digital  imaging  businesses.  We  provide these
services  as  a  application service provider ("ASP"). Designed for B2B backbone
purposes  and  easy  scaling,  the  Brightcube  solution  is mated to a powerful
e-commerce  engine  that  automates  purchases of prints and other photo related
merchandise  and  integrates seamlessly with the client website and with diverse
product  fulfillers  and  distributors.  We intend to leverage our technology to
power  the  sites  of  others  and  garner  fees by providing the technology and
hosting  for  these  sites  as an ASP.  We adopted our current business model in
December  2000.  Accordingly,  we are very much like a start-up company and have
generated  minimal  revenues  since  the  adoption  of  this  model.

     We  have  also  developed  a  multi-faceted e-commerce solution designed to
appeal  to businesses looking for imaging infrastructure. The primary components
of  our  e-commerce program are prints and reprints. As on-line proofing becomes
more  popular,  consumers  are  opting  to choose which photos they want via the
Internet.  Brightcube  facilitates the ordering, printing and delivery of prints
in  order  to  allow  our  business  customers to offer these solutions to their
customers. Another component of the e-commerce program offers customers a choice
of 15 photo-personalized gift items. For example, end users can purchase shirts,
coffee mugs or puzzles with their photographs printed on them. Yet another facet
of our e-commerce program is a photo-personalized card, which is a greeting card
with  a  particular  photograph  printed on it, including personalized greetings
drafted  by  the  purchaser.

     Our  software  greatly  simplifies  the  task  of  displaying images on the
Internet. End users can view small images of several photographs before deciding
to  enlarge  a  particular photograph. End users can also compress the image and
forward  it  to  a  friend.  We  have also taken Internet digital imaging a step
further  with  our advanced viewing capabilities. Users can zoom in on or pan an
image,  allowing  them  to  observe  even  the tiniest details or enjoy the full
panorama  of  a  photo.  This  technology,  which is compatible with all on-line
auction  sites,  makes us particularly useful for bidders who wish to scrutinize
closely  their  potential  purchases. In addition, to take full advantage of the
digital  revolution,  we  allow users to print their pictures at home. This home
photo  processing is comparable to the current photo finish quality, and is cost
competitive  with  the  traditional  model  of  film  processing  with the added
advantages  of  allowing  users the convenience of printing only the photos they
want,  at  the  sizes  they  designate  from  the  comfort  of  their  homes.


                                        8
<PAGE>
STRATEGY

     Brightcube  is  focused  on  empowering the use of an image, whether art or
photographic. By enabling the movement and printing of an image from creation by
a professional to printing whether by an inkjet printer or a mini-lab we will be
able  to  participate  and  benefit from all stages of the movement. Through our
dealer  networks  (art framing galleries and now professional photographers), we
are  able  to  aggregate the fragmented markets responsible for the creation and
distribution  of  images. By providing these networks with digital imaging tools
we  are  facilitating  the movement toward digital image management. Our imaging
infrastructure technology allows us to host and deliver these digital images via
the  Internet as an ASP. Utilizing our digital papers we are able to provide the
means  for  producing  high  quality  output  from  these  images.

     Leveraging  our  assets, we intend to provide a new end-to-end solution for
the storage and production of images, whether for art or photography, called the
BrightCube  Solution. Using our hosting infrastructure, relationships in the art
industry and our dealer network, we intend to have an online image bank that can
be delivered to art publishers, professional photographers, art distributors and
retailers.  By  marketing  high-end inkjet printers to our dealer network and to
art  publishers  and  distributors,  we  will provide a distribution channel for
these  images.  Utilizing this image bank, users can choose an image and have it
printed  on-demand  using  our  digital  papers  on  high-end  inkjet  printers.

     Our  solution provides benefits for artists and photographers by increasing
their  distribution  opportunities.  The  Brightcube  Solution  reduces  their
inventory  carrying costs and related risks. For retailers, this solution offers
their  customers  a  wider  catalog  of images on a wider range of options (i.e.
various  sizes on various papers with instant gratification) while also reducing
their  inventory  carrying  costs.  Brightcube  intends to benefit through a per
image  charge paid by the user and from sales of our digital papers, as well as,
subscription  fees  paid  by  the  dealer  members.

TECHNOLOGY

     Our  web-based  application  technology  installs  easily, scales, supports
multiple  distributors  and  fulfillers, and is designed to integrate seamlessly
with a website's existing e-commerce, transaction and advertising functionality.
Not  only  do  we  provide  a highly integrated digital imaging and photosharing
website,  but  we  also  automate  a fast, turnkey installation into a company's
existing  website,  picking  up  the  colors,  structure,  look and feel of that
website.  We  believe  that  the  open  platform  and  tight  integration of our
technology  greatly  enhance our power to provide valuable B2B solutions for our
clients. In addition, our proprietary configuration and licensed technology give
us  the  ability  to  provide  a  quick, private label solution to our customers
together  with  features such as photo viewing from different angles, zooming in
and  out  and  panning: a powerful competitive advantage in all B2B applications
from  auction  sites  and  e-tail  catalogs  to  professional  event  and artist
photography  sites.  Our technology also provides secure transaction management,
templates  for  customizable,  multimedia products, and fulfillment to multiple,
distributed  fulfillers  and  can  bind  an  image  of  the  finished  photo  or
photo-personalized  product,  such  as tee shirts, in the shopping cart compared
with  just  a  word  description  found  in  other  sites.


                                        9
<PAGE>
     Our  proprietary FotoSend technology allows digital cameras, film scanners,
software  applications and other web sites to interact with any photohosting web
site.  An essential component for B2B photosharing operations, FotoSend provides
an  industry-standard means to upload, manage and share photos on the Web, which
has  been lacking so far. Conventional photo hosting companies have each created
their  own  proprietary  upload solutions, forcing hardware vendors to support a
different  standard  for  each  photo  hosting  site  they  support.

     We  continue to develop and upgrade our technology. We have also deployed a
bulk  uploader  that  allows  for  the upload of multiple images by a user. This
feature  greatly  reduces  the amount of time needed to upload user pictures. We
have  also  sought  to  leverage this core technology across several new product
offerings  such  as  the  WorkingPhoto  network  and  our  BrightCube  solution.

     Our  digital  papers are created using proprietary formulations of coatings
that  are applied to papers. These formulations are created by our in-house team
and  are  designed to maximum the color gamut of images and their longevity. The
coatings  are  applied  to  papers  after  the initial production at third party
mills.  In  general,  we seek to have exclusive relationships with the mills for
those  papers  they  are  producing  for us. We have been able to negotiate such
relationships  at  most  of  our  mills  but  not  all.

MARKETING  AND  PROMOTION

     Our  marketing is centered on access to each of our sales channels. For our
networks,  we  are  targeting  very  defined  market  segments  that are readily
identified such as frame shops and professional photographers. From these market
segments  we  target  the sale of our papers and other products. For our digital
imaging  products  we  are  targeting photo mini-labs, large retailers and other
businesses  that  can  benefit  from  offering on-line imaging to their clients.

     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. These lists
are  obtained  from  a variety of sources but the most successful are from trade
groups  such  as  the  Professional  Picture  Framing  Association.  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:  outside  telemarketers and inside
commissioned  sales  people.  The outside telemarketers are used to screen leads
and  present  screened  contacts  to our internal salespeople who then close the
sales.  We  currently  have  three  to four internal sales people working on our
products.

ADMINISTRATIVE  OPERATIONS

     To  provide  our  members with the most efficient, flexible, and innovative
services possible, our administrative operations combine in-house and outsourced
services and functions. Our strategy is to keep our in-house staff small, with a
focus  on core competencies in technical and research and development areas, and


                                       10
<PAGE>
to  outsource  other  functions  and  projects  on  an as-needed basis. Internal
functions  currently  include  account  management,  traffic  management,  and
managerial  projects  focusing  on  the  development  and management of business
partnerships  with  appropriate  parties.  At  this  point, outsourced functions
include  e-commerce  business  services  and maintenance of network hardware and
Internet  connections.

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  the  San  Jose,  California  web site hosting facility
operated  by  AboveNet  Communications,  Inc.  and  at  the  Hoboken, New Jersey
facility  operated  by  DataPipe,  Inc.  AboveNet  and DataPipe also provide our
hosting infrastructure with its connection to the Internet and house some of our
equipment.

     Our  hosting  infrastructure  is  supported on a series of Intel Pentium II
Dual Processor Servers. 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. Our site currently utilizes
several Dual Processor Pentium III 400s with three gigabytes of storage space to
support  the  web  site and Dual Processor Pentium III 400's with one and a half
terabytes  of  storage  space  to  support  the  images  posted  on  the hosting
infrastructure. Currently, there are two dual Processor Pentium III 400s with 25
gigabytes  of  storage  space  to  support  our  database engine that catalogues
photographs  and  maintains  other  data.  The combination of a database server,
several  image  servers,  and  several web servers is called a "pod", and we add
pods as necessary to accommodate growth. 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.

     Our secure data management for our Digital Imaging solutions is through SQL
Server  version  7.0.  SQL  Server  Logs  are  generated  every  eight  hours to
facilitate  database reconstruction in the case of hardware or software failure.
These  files  are  written  to  the  hard  disk  and  backed  up  to tape with a
combination  of third party software and software developed in house. Currently,
the average web site powered by our image servers serves 11.14 images /sec. With
the  above  referenced  software  and  hardware  configurations,  it  has  been
determined that the current peak load served is 2.36 images per second per image
server.  With eight image servers, the infrastructure is capable of 18.88 images
per  second.  To  scale the system, additional web servers and image servers are
added  as  needed.  To scale the database, a mirror copy is made of the database
server  and  dedicated  to  a  particular  account.


COMPETITION

     Our  approach to the market is unique in that we are cutting across several
vertical  markets  (software  technology,  the  art  industry,  and professional
photography)  and  to the best of our knowledge, there are no direct competitors
with  the same approach. Within each vertical market, however, there are several
competitors.


                                       11
<PAGE>
     In  the  digital  imaging  and  infrastructure  market,  there  are several
companies providing imaging technology and hosting services such as Zing, OFOTO,
Shutterfly,  PhotoIsland, Kodak, Telepix, Pixel Magic and Photohighway.  Many of
these  companies  have  been focused on providing free photo sharing services to
consumers.  However,  due  to  the  decline  of  revenue-generating  Internet
advertising, most of these competitors either are or plan on providing solutions
to  business  customers.  As such, they do or will soon begin competing with us.

     In  the  art  industry  there  are  several  players that have attempted to
establish  similar dealer network offerings, such as Art Affairs and ArtAve.com.
These competitors have been focused on e-commerce and providing content over the
Internet  to  the  art  market,  while we have focused on providing solutions to
businesses  within  the  art  market  rather  than e-commerce or content.  It is
possible  that these companies could try to offer solutions and services similar
to  ours  in the future, and that one or more of them may have greater financial
or  other  resources.  However,  we  believe that we have achieved a significant
advantage through our lead time in this market.

     We  compete  with  several companies offering solutions to the professional
photography  market,  including  PhotoReflect  and  Kodak.  PhotoReflect  offers
primarily  portrait  studio  software solutions, although it also offers certain
solutions  for  small  events.  Kodak recently announced that it will develop an
offering  similar  to  our Working Photo network. We believe that Kodak provides
software  solutions  primarily  to  drive  print  sales.  However,  we  provide
professionals  with  tools  and  training to improve their business and increase
their  profits.  With this focus we believe our solution is much more attractive
to  professionals  and  provides  a  larger  revenue  potential  for  them.

     We  also  believe  that  our  professional  photography  solution  is  more
customizable than those offered by our competitors, as we allow professionals to
control  every aspect of their storefront, populate their product offerings with
a  interesting mix of photo merchandise and control their merchant accounts.  We
are not focused on enabling our print business, as our solutions are designed to
allow professionals to market their business more effectively and give them more
flexibility  to  choose  how  they  ultimately  output  their  prints.  Our
professionals can choose to output to a lab of their choice or to print in-house
using  ink  jet  printers.

     We  believe  that  we  are  one  of  the few companies to gather all of the
necessary  assets  to  provide  true print-on-demand to the art and professional
photography  market.  By  locking in the images by developing relationships with
artists  and  art  publishers, providing the technology to deliver and print the
images and developing the technology to enable printing and distributing quality
papers,  we  are  able  to provide the entire vertical supply chain.  Currently,
there  are  certain  players offering portions of this system but not the entire
solution.  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",  "PhotoLoft", and "HOWDY" are trademarks and service marks of
Brightcube.  We have registered our trademark "Howdy" with, and our applications
for registration of the marks "Brightcube" and "PhotoLoft" are currently pending
before,  the  United  States  Patent  and  Trademark  Office.


                                       12
<PAGE>
     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.

     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


                                       13
<PAGE>
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,  2001,  we  had  47 full time employees, including 10 in
marketing,  advertising  and  sales  and  customer  support;  2  in  business
development;  12  in  administration;  7  in  site  development and design; 4 in
technical  support;  and  12  in  engineering.

     We  have  several  key  employees  that  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.  Jack Marshall, our Vice Chairman, was the founder of
PhotoLoft  and  provides  the  leadership and contacts necessary for our digital
imaging  and  infrastructure  business.  Ralph  Roessler,  our Vice President of
Consumable  Products,  develops  our digital papers.  Elizabeth Wenner, our Vice
President of Internet Development, is critical to the development and deployment
of  our  technology.

     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.


                                       14
<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 $11,900. The facility is
owned  by  Al  Marco,  our  Chief Executive Officer. We also lease approximately
3,500  square feet of space in Campbell, California in two separate suites under
two  separate leases and pay an aggregate monthly rent of $11,900.  One of these
leases  expires  in 2002 while the other expires in August 2001. We believe that
our  current  facilities  will  be  suitable  for the foreseeable future. We are
currently  looking  to  sublease  one  of  our  suites  in Campbell, California.

     We  maintain  substantially  all  of  our  computer  systems  at  AboveNet
Communications,  Inc.  and  DataPipe,  Inc.  See  "Item  1.  Description  of
Business--Operations  and Systems."  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

     In  January 2000, Gail Drive LLC filed an action against us alleging breach
of contract arising out of a lease agreement for office space.  In January 2001,
Gail  Drive  was  awarded a non-binding judicial arbitration award of  $206,000,
which  we  rejected.  Gail  Drive  subsequently filed for a pre-judgment writ of
attachment  in  the  sum  of  $336,000,  which was rejected in February 2001. We
intend  to  vigorously oppose all claims in this matter and have provided for an
estimated  loss  relating  to  this  action,  including  legal  fees.


     To  the  best  of our knowledge, there are presently no other pending legal
proceedings to which we or any of our subsidiaries is a party or to which any of
our  property  is  subject  and,  to  the best of its knowledge, no such actions
against  us  are  contemplated  or  threatened.

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


None


                                       15
<PAGE>
                                     PART II


ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

PRICE  RANGE  OF  COMMON  STOCK

     From  March  1, 1999 through December 8, 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 do
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."


      2001                                        High    Low
      ----                                       ------  ------

      First Quarter (March 1 to March 15)        $0.400  $0.080

      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

      1999
      ----

      First Quarter (March 1 to March 31)        $7.375  $4.500
      Second Quarter (April 1 to June 30)        $5.500  $3.625
      Third Quarter (July 1 to September 30)     $5.375  $1.562


     As of March 15, 2001, there were approximately 400 holders of record of our
common  stock,  which figure does not take into account those stockholders whose
certificates  are  held  in  the  name  of  broker-dealers  or  other  nominees.


                                       16
<PAGE>
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 December 2000, we acquired Extreme Velocity Group ("EVG"), a provider of
Internet  and  imaging  solutions  to  the  business-to-business art market.  In
connection with the merger, BrightCube issued approximately 18 million shares of
unregistered  common  stock,  including approximately 3.2 million shares held in
escrow  for  indemnification  obligations  of  the  former  EVG shareholders, in
exchange  for  all outstanding shares of EVG.  The issuance was made in reliance
on  Section  4(2)  of the Securities Act of 1933 and/or Regulation D promulgated
under  Section  4(2) of the Securities Act of 1933, and was made without general
solicitation  or  advertising.  The purchasers were sophisticated investors with
access to all relevant information necessary to evaluate the investment, and who
represented  to  us  that  the  shares  were  being  acquired  for  investment.


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.  Since then, we have continued to upgrade the
site,  offering  better  and  faster  user components to PhotoLoft.com.  Through
February  1999,  revenues  have  been  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.  Brightcube
was  formed  through  the  acquisition  of  Extreme  Velocity  Group,  Inc.  by
PhotoLoft.  PhotoLoft  provided  the  digital  imaging  software  and  hosting
infrastructure  business  lines and EVG provided the digital inks and papers and
dealer  networks.  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.

     The  following  discussion  and  the  operating  results  set  forth in our
Consolidated Statement of Operations include the consolidated results of EVG and
PhotoLoft  from  December  20,  2000 until December 31, 2000.  As the income and
expenses  from EVG for this period were immaterial these results are essentially
stand-alone  results  from  the  PhotoLoft  operations.  They do not include any
income  or  expenses  from  the  operations  of  EVG.


                                       17
<PAGE>
RESULTS  OF  OPERATIONS

     Revenues for fiscal 2000 were $481,000, an increase of $226,500 compared to
$254,500 for fiscal 1999.  This revenue increase was primarily due to additional
customers paying for our technology on a private label basis.  While our revenue
increased,  however, it did not increase as rapidly as anticipated as the market
for  business-to-business  digital imaging and infrastructure did not develop as
rapidly  as  we  expected  during 2000.  Numerous competitors entered the market
with  business  models  that  depended  on  advertising  for revenue and offered
services for free to customers.  With all of these competitors, we believe there
was  a  lot of confusion in the market among businesses seeking to offer digital
imaging  services  due  to the numerous players and competiting business models.
We  also  anticipated that our services would have strong demand among the large
retailers  offering  photographic  development.  While  these  retailers  were
initially interested in our products the ability to offer photo-sharing services
over  the  Internet  became  less of an emphasis for them over 2000.  We believe
this de-emphasis was largely the result of all of the confusion in the Internet
market  as  the market continues to mature.  We believe the market will begin to
mature after a shake-out among the competitors and as the use of digital cameras
continues  to  grow.

     During  1999  and  through mid-2000, the majority of our revenues came from
online  advertising  and  e-commerce  sales.  We  moved  away from these revenue
models  during 2000 to a subscription based model under which our customers paid
us  for  implementing  our  technology and for custom engineering work, and also
paid  monthly  fees  for  licensing  our technology and for our hosting of their
photo sharing sites.  We also experimented with offering professional consulting
services  to  our  customers  to  help them design and implement digital imaging
strategies.  We  determined,  however,  that  the  market  had  not  matured
sufficiently  enough  to  rapidly  grow  such  a  business.  We believe that the
opportunities  in  this  market  will  grow  as  it  continues  to  mature.

     In  December  of  2000 we purchased Extreme Velocity Group in an attempt to
expand  into  the  art  market and offer additional products, especially digital
paper.  For  details  concerning  our  new  business plan after the acquisition,
please  refer  to  Part  I,  Item 1, "Description  of  Business".

     The  gross  profit  for  fiscal  2000  was  $94,600,  a decrease of $35,700
compared  to  $130,300  for  fiscal  1999.  This decrease in gross profit is due
primarily to the transition of our business from a consumer-orientated site to a
imaging  infrastructure  and software provider.  These services required that we
hire  additional  engineers  and technical support to maintain our Web sites and
technology  to  support  higher  quality  standards  required  by  our  business
customers.  As  more of their time was spent directly to maintain our technology
to  provide  services  to  customers,  a  higher  portion  of their salaries was
allocated  to  cost  of  goods  sold  rather  than to general and administrative
expense.  As  the use of our site increased, we also began to pay higher fees to
AboveNet  which  charges  us  based  on  bandwidth  used.

     Sales  and  marketing expenses for fiscal 2000 were $645,400, a decrease of
$571,800  compared  to  $1,217,200  for fiscal 1999.  This decrease reflects our
movement  away  from consumer-based services.  By providing services to business
customers  we  did  not  purchase as much advertising during 2000 as in 1999 and
instead  concentrated  on  direct  sales.


                                       18
<PAGE>
     General  and  administrative  expenses for fiscal 2000 were $10,717,700, an
increase  of  $6,311,800  compared  to $4,405,900 for fiscal 1999. This increase
also  reflects  the  planned  aggressive  growth  phase  of our model. Among the
general  and  administrative  costs were non-cash compensation relating to stock
option  and  warrant  grants, accounting and legal expenses, including the costs
associated  with  being  a  publicly  traded  company,  rent,  depreciation, and
administrative  personnel. We added a significant number of employees in 2000 in
order aggressively grow the business. As revenues did not increase as rapidly as
expected we began to significantly reduce expenditures, mainly through headcount
reductions,  in  December  and continuing into 2001. We believe that our current
employees  and  overhead expenditure rates can support a significant increase in
our  operations.  However,  there  is a possibility that if operations increased
drastically  that  we  would  have  to  add  to  these  expenditures.

     Loss  from  operations  for  fiscal  2000  was  $11,268,500, an increase of
$5,775,700  compared  to  a  loss from operations of $5,492,800 for fiscal 1999.
This  increase  is  primarily due to the transition in our business strategy and
aggressive  growth  phase.

     Interest  and  other  income  for  fiscal 2000 was $206,200, an increase of
$95,600  compared to $110,600 for fiscal 1999.  Interest income increased due to
higher  interest generating cash balances resulting from our private placements.

     Net  loss for fiscal 2000 was $11,074,300, an increase of $6,322,200 from a
net  loss  of  $4,752,100  for  fiscal  1999.  The  net  loss for fiscal 2000 is
primarily  due  to  increases  in  general and administrative expenses resulting
from  the  planned  aggressive  growth phase of our new business model. Since we
were  unable  to  grow  revenues  as rapidly as expected in 2000, the additional
expenditures  increased  our  net  loss  significantly  from  the  prior  year.

     Our  assets  increased  significantly  from 1999 to 2000, with total assets
increasing  from  $970,100 at  December 31, 1999 to $14,721,700 at  December 31,
2000.  The  majority  of  this increase is attributable to the goodwill from the
EVG  transaction, which totaled $9,495,000.  We believe this acquisition will be
very  beneficial  to  Brightcube,  as  we  anticipate  that  it  will  provide a
additional  revenue  source  due  mainly  to  EVG's  digital  papers  and dealer
network.  In addition, our acquisition of EVG will provide us with access to the
art  market.  As  such we currently believe that the goodwill related to the EVG
transaction  will  be  realizable.  Our  cash balances at December 31, 2000 were
also  higher than the cash balances at December 31, 1999, due to funds remaining
from  our  private  placements  during  2000.

     Our  liabilities  increased  substantially  from $1,185,500 at December 31,
1999  to $2,399,300 at December 31, 2000, due mainly to debt of $690,000 assumed
with  the  EVG  acquisition. Our accrued expenses also increased due mainly from
accrued  professional  fees  from  the EVG acquisition and other transactions as
well as accruals related to potential legal liabilities from certain litigation.
See  Item  3,  "Legal  Proceedings".


                                       19
<PAGE>
INCOME  TAXES

     As  of  December 31, 2000, we had a gross deferred tax asset of $3,608,800,
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 2000 was $7,320,200, an
increase of $3,975,400, compared to $3,344,800 during fiscal 1999.  The net cash
used in operating activities in fiscal 2000 primarily reflects the net effect of
the  loss  for the period and a decrease in accounts payable of $757,700, offset
by  non-cash  compensation  relating  to  stock  option  and  warrant  grants of
$3,674,400,  and  an increase in accrued expenses of $484,300.  Accrued expenses
increased  primarily  due  to  EVG acquisition costs expected to be incurred and
other  legal  accruals.

     Net  cash  used  in  investing activities during fiscal 2000 was $60,200, a
decrease  of $1,853,600 compared to net cash of $1,793,400 provided by investing
activities  during fiscal 1999. The net cash provided by investing activities in
1999  primarily  related to payments received on a note payable from the sale of
the  altavista.com  domain  name.  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 a note receivable
relating  to  the  purchase  of  common  stock  by  an  investor  in  1999.

     Net  cash  provided  by  financing activities was $10,992,400 during fiscal
2000,  primarily  reflecting  approximately  $14,442,300  cash received from the
issuance  of  stock  in a private placement, which was partially offset by stock
issuance  costs  and  a  redemption  of  preferred  stock.

     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.  At December 31, 2000, we had
cash  and  cash  equivalents totaling $3,787,300, resulting principally from the
sale  of  common  stock  in  a  private  placement  in  2000.

     As a result of the acquisition of EVG, we assumed approximately $690,000 of
debt.  The agreement governing this debt requires that we maintain cash balances
of  1.75  times  the  outstanding principal balance of the debt.  Should we fall
below  this level, we will be required to deposit an amount equal to our current
principal  balance  in  a restricted bank account.  The incurrence of additional
indebtedness  would  result  in  an  increase in our fixed obligations and could
result  in  operating covenants that would restrict our operations. There can be
no  assurance that financing will be available in amounts or on terms acceptable
to  us,  if at all.  We note that primarily as a result of our recurring losses,
our  independent  certified  public  accountants  modified  their  report on our
December  31,  2000  and  December  31,  1999 financial statements to include an
uncertainty paragraph wherein they expressed substantial doubt about our ability
to  continue  as  a  going  concern.


                                       20
<PAGE>
     We anticipate that we will require approximately $2.5 million in additional
capital  funding during 2001 to grow as contemplated. To continue functioning at
our  current  level,  we  will  need  approximately  $1.5  million  in  2001. We
anticipate that 50%-60% of our requirements will come from cash from operations.
We  will  seek  the  remainder  from  equity  or debt financing sources, and are
actively  seeking  such financing at this time. In 2000 we raised gross proceeds
of  approximately  $14.5  million  from private placements. We cannot assure you
that  we  will  be  able  to  obtain  additional financing in 2001. We currently
anticipate  that  our available funds will be sufficient to meet our anticipated
needs  for  working  capital, capital expenditures and business operations until
August  2001. The sufficiency of these funds through August 2001 is dependent on
our  ability  to  increase  revenues.  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  were 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.


EFFECTS  OF  INFLATION

     Due  to  relatively low levels of inflation in 1999 and 2000, inflation has
not  had  a  significant  effect  on  our  results  of  operations.

NEW  ACCOUNTING  PRONOUNCEMENTS

     In  June  1998, the FASB issued Statement of Financial Accounting Standards
(SFAS)  No.  133,  Accounting for Derivative Instruments and Hedging Activities.
SFAS No. 133 requires companies to recognize all derivatives contracts as either
assets or liabilities in the balance sheet and to measure them at fair value. If
certain  conditions  are  met,  a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on  the  hedging  derivative with the recognition of (i) the changes in the fair
value of the hedged assets or liability that are attributable to the hedged risk
or  (ii)  the  earnings  effect  of  the  hedged  forecasted  transaction. For a
derivative  not  designated  as  a  hedging  instrument,  the  gain  and loss is
recognized  in  income in the period of change. SFAS No. 133, as amended by SFAS
No.  137,  is  effective  for  all  fiscal  years beginning after June 15, 2000.
Historically,  we  have  not  entered into derivatives contracts either to hedge
existing  risks  or  for  speculative  purposes.  Accordingly,  we do not expect
adoption  of  the  new  standard  on  January  1,  2001 to materially affect our
financial  statements.


                                       21
<PAGE>
     In  December  1999,  the SEC staff released Staff Accounting Bulletin (SAB)
No.  101,  Revenue  Recognition  in  Financial  Statements,  which  provides
interpretive  guidance  on  the  recognition,  presentation,  and  disclosure of
revenue in financial statements. SAB 101 must be applied to financial statements
no later than the quarter ended September 30, 2000. There was no material impact
from  the  application  of  SAB  101  on  our  financial  position,  results  of
operations,  or  cash  flows.

     In  March  2000, the FASB issued Interpretation No. 44 (FIN 44), Accounting
for  Certain Transactions Involving Stock Compensation, an interpretation of APB
Opinion  No.  25. FIN 44 clarifies the application of Opinion No. 25 for (a) the
definition  of  an  employee  for  purposes  of applying Opinion No. 25, (b) the
criteria  for  determining  whether a plan qualifies as a non-compensatory plan,
(c)  the  accounting  consequences  of  various  modifications to the terms of a
previously  fixed  stock option or award, and (d) the accounting for an exchange
of  stock compensation awards in a business combination. FIN 44 became effective
July  2,  2000,  but  certain conclusions cover specific events that occur after
either  December  15,  1998, or January 12, 2000. FIN 44 did not have a material
impact  on  our  financial  position,  results  of  operations,  or  cash flows.


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.  We believe that our
current  employees  and  technical and operating infrastructure is sufficient to
meet  our  immediate needs.  However, to significantly grow revenues we may need


                                       22
<PAGE>
to  hire 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, 2000 and
December  31,  1999  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;
     -    our  ability  to  keep  current with the evolving tastes 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 quarter-to-quarter
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.


                                       23
<PAGE>
     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 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
30,008,629 shares reserved for issuance upon exercise of other stock options and
warrants  outstanding  as  of  December  31,  2000.

     In  December  2000,  PhotoLoft  acquired  Extreme Velocity Group ("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,
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


                                       24
<PAGE>
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  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  lose a mill we will be able to replace it with production from
another  mill.  However,  due  to  the  limited  number  of  these  mills  such
replacements  cannot  be guaranteed. The loss of a mill could damage our ability
to  have  our  papers  produced  and could have a material adverse effect on our
business.  We  require  most  of  our  mills  to enter into exclusive production
agreements for our paper lines. If we were required to switch mills, it might be
difficult  to  renegotiate  such  agreements.  Without  those  agreements,  the
confidentiality  of  our  proprietary  formulations  for the coatings applied to
those  papers  could  also  be  jeopardized.

OUR  PAPERS  ARE  SUBJECT  TO  RAPID  TECHNOLOGICAL AND DESIGN CHANGES AND THEIR
DESIGN  AND  PRODUCTION  IS  DEPENDENT  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 could decline rapidly.  The design and production is dependent
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 severely damage our ability to design and sell
our  paper  line.

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

As  part  of our acquisition of EVG we acquired its network of independent frame
shops.  These  frame  shops  subscribe to our services and pay us a monthly fee.
Since year-end, the number of dealers in this network has been in decline due to
cancellations  among  the  current  dealers  in  existence  at  year-end.  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. We have instead, begun to offer the
                       --------------------
dealers  private  labeled, e-commerce enabled websites, marketing promotions and
an  image bank of royalty free art work that the dealers can print as needed. We
believe  that  this  new  offering will ultimately be successful but many of our
current  dealers signed up originally for the e-commerce distribution. If we are
unable  to convince them of value in the new offerings, this dealer network will
continue  to  decline and our ability to generate revenue from this network will
be  reduced. Ultimately a portion of the goodwill related to the EVG acquisition
could  become  impaired.

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


                                       25
<PAGE>
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  that  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.

DUE TO SIGNIFICANT TURNOVER IN EMPLOYEES AND MANAGEMENT THE COMPANY'S OPERATIONS
COULD  BE  ADVERSELY  AFFECTED.

     In  December  2000  and  January  2001 we laid off a number of employees to
reduce  expenditures  and as a result of moving our corporate headquarters to El
Segundo.  In  December  2000 we also appointed a new Chief Executive Officer. In
January  2001 our President and Chief Operating Officer, Chief Financial Officer
and  Vice  President  of  Marketing resigned. Such turnover in our employees and
management  in  the  future  may  hinder  our  ability  to  operate effectively.

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  manufactures  and  distributors of paper, photography equipment and
service  providers  that  have  existing  photo  lab  customers and expertise in
selling  services  to  these  customers,  and  a number of other small services,
including  those  that  serve  specialty  markets.  In  addition, companies that
currently  provide  other  digital  imaging  services  or  online  photo sharing
communities  may  migrate into our markets, thus increasing competition.  As the
market  for  digital  paper expands additional competitors may enter our market.
Competitive  pressures  created  by  any  one  of  these  companies,  or  by our
competitors  collectively, could have a material adverse effect on our business,
results  of  operations  and  financial condition.  A potential competitor could
develop  a  technology  that  is  competitive  or  superior  to  ours.


                                       26
<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  August  2001.  Thereafter,  we  will need to raise additional
capital.  The sufficiency of these funds through August 2001 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 Extreme Velocity Group (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 shares issued to the
former  EVG  shareholders,  3.2  million shares are being held in a twelve month
escrow  to cover any indemnification obligations of the former EVG shareholders.
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.
As  of  March 15, 2001, we have a staff of 12 employees in Campbell, California.
This  reduction,  which  impacted  all departments of Brightcube, is intended to
eliminate  duplication  in  operations  and  personnel  after  the  merger  is
consummated  and to reduce our expenditures.  Amounts paid for severance did not
have  a  material  affect  on  the  financial  statements.


                                       27
<PAGE>
     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.

UNFORESEEN  DEVELOPMENTS  MAY  OCCUR WITH RESPECT TO DIGITAL IMAGING TECHNOLOGY.

     Digital  imaging  is  a  relatively new phenomenon and slower than expected
acceptance  of the new technology could affect our ability to grow as rapidly as
we need to in order to meet our financial targets.  Digital camera manufacturers
have  made  great  strides  in the past two years improving the functionality of
their  cameras and pricing them in a range that is attractive to many consumers.
The continued refinement of the technology and commoditization of the price will
help  to  increase  acceptance  of  the  technology.  Full acceptance of digital
imaging  technology  will  require  a  move  on  the  part  of  the photographic
population  away  from  traditional  chemical-based  photo processing to the new
paradigm  of  home  printed  photos.  The  costs  remain competitive for digital
imaging;  however,  there  is no guarantee the general population will make this
shift  rapidly,  if  at  all.

     The  deployment  of  digital  imaging  technology  into the art market is a
relatively new.  It is unknown how widely such technology will be accepted or at
what  rate.  The  use  of such technology is dependant on customer acceptance of
digital  products  and  confidence  in the security of on-line transactions.  As
this  technology  is relatively new to the marketplace, penetration may be slow.

WE  ARE  DEPENDENT  ON THE CONTINUED DEVELOPMENT OF THE INTERNET INFRASTRUCTURE.

     Our  industry  is new and rapidly evolving. Our business would be adversely
affected if web usage and e-commerce does not continue to grow. Web usage may be
inhibited  for  a  number  of  reasons,  including:

-  inadequate  Internet  infrastructure;

-  security  concerns;

-  inconsistent  quality  of  service;  or


                                       28
<PAGE>
-  unavailability  of  cost-effective,  high-speed  service.

     If  web usage grows, the Internet infrastructure may not be able to support
the  demands placed on it by this growth, or its performance and reliability may
decline.  In  addition, web sites have experienced a variety of interruptions in
their  service  as a result of outages and other delays occurring throughout the
Internet  network infrastructure. If these outages or delays frequently occur in
the  future,  web  usage  could  grow  slowly  or  decline.

OUR LONG-TERM SUCCESS DEPENDS ON THE DEVELOPMENT OF THE E-COMMERCE MARKET, 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;  and

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

-   concerns  regarding the acceptability of images produced by inkjet printers.

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.

LIMITED  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


                                       29
<PAGE>
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 pursuant to an agreement with Intellect Capital Group, LLC.
This  registration  must  occur upon the demand of Intellect Capital Group, LLC.
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
upon  the acquisition of EVG.  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  with  Intellect  Capital  Group.

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.

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  52  weeks  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.

     Factors  that  could cause such volatility in our common stock 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


                                       30
<PAGE>
-  changes  in  the  market  valuations  of  other  Internet  companies.

     In addition, our stock is currently traded on the NASD 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.  We have filed an application for listing with the
AMEX;  however,  this  application  has  been  suspended due to our stock price.
Failure  to  list  our  shares  on the AMEX,  the Nasdaq National Market, or the
Nasdaq  SmallCap Market,  will  impair  the  liquidity  for  our  common  stock.

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

     We  maintain  substantially  most  of  our  computer  systems  at  AboveNet
Communications, Inc. and DataPipe, Inc.  Our operations are dependent in part on
these  companies'  ability  to  protect their 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 its
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:

-     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.


                                       31
<PAGE>
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.


                                       32
<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, 2001,
concerning  our  executive  officers  and  directors:


NAME                       AGE                 POSITION
-------------------------  ---  -------------------------------------

Terren S. Peizer            40  Chairman and Director
-------------------------  ---  -------------------------------------
Al Marco                    42  Chief Executive Officer
                                and Director
-------------------------  ---  -------------------------------------
Jack Marshall               38  Vice Chairman and Director
-------------------------  ---  -------------------------------------
Christopher McConn          40  Chief Technology Officer
-------------------------  ---  -------------------------------------
Elizabeth Wenner            41  Vice President of Internet Development
-------------------------  ---  -------------------------------------
Ralph Roessler              42  President of Consumable Products
-------------------------  ---  -------------------------------------
Bernard Girma               53  Director
-------------------------  ---  -------------------------------------
Richard Anderson            31  Director
-------------------------  ---  -------------------------------------
Eric Howard                 28  Interim Chief Financial Officer


     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
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


                                       33
<PAGE>
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.'s 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  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 Brightcube in 1993. Mr.  Marshall
served as Chief Executive  Officer and Chairman from 1993 until July 2000. Prior
to starting the Company,  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.

     CHRISTOPHER  MCCONN  co-founded  Brightcube  in  1993 and has served as the
Chief  Technology  Officer  since  that  time.  Prior  to  our  adoption  of the
Brightcube  business  strategy,  he served as our Vice President of Engineering,
Webmaster and developer of windows and web-based multimedia and imaging software
programming.  He  has  extensive experience in  programming  C++ and served as a
consultant  to Borland  International,  a leading  producer of C++ and  software
development  tools  from July 1995 to July 1996.  In 1998, he lead the effort to
design,   build  and  deploy  Brightcube's   photo-sharing  system  and  remains
responsible for site operations and system architecture. Mr. McConn received his
bachelor's  degree in electrical  engineering  from UC Davis in 1982. Mr. McConn
has over 18 years of industry experience  including stints at Ford Aerospace and
Teradyne,   where  he  developed   programs  for  high  end  state  of  the  art
semiconductor  equipment.

     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.


                                       34
<PAGE>
     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  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 CFO of Intellect Capital Group, LLC., a Los Angeles-based firm that
provides  investment  and  intellectual  capital to  developmental  and emerging
growth  technology  companies,  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.

     ERIC HOWARD, Interim Chief Financial Officer, has served in this role since
January 2001.  He is also 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.


                                       35
<PAGE>
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.  This
Committee  did not have any members during 2000.  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.  This Committee did not have
any  members  during 2000.  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.

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

     We did not have a Compensation Committee or other committee of the Board of
Directors  performing  similar functions during the fiscal years ending December
31, 1997 and 1998.  In 1999, Jack Marshall and Chris McConn served as members of
our  Compensation  Committee.  In  2000, the Compensation Committee did not have
any  members.  In  2001,  Terren  Peizer, Al Marco, Richard Anderson and Bernard
Girma  are  serving  as  members  of  our  Compensation  Committee.  See  "Board
Committees."


                                       36
<PAGE>
SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
certain  officers,  directors, and beneficial owners of more than ten percent of
our  common stock to file reports of ownership and changes in their ownership of
our equity securities with the Securities and Exchange Commission and to provide
us  with  copies of such filings.    Based solely on a review of the reports and
representations  furnished  to  us  during the last fiscal year, we believe that
each  of the following persons was late in filing their required Form 3:  Terren
Peizer,  Al  Marco,  Jack  Marshall,  Bernard Girma, Richard Anderson, Elizabeth
Wenner,  Ralph  Roessler,  Eric  Howard,  Jack  Marshall  and  Chris  McConn. We
understand  that  each  of  these  individuals  will  file  the  required Form 3
subsequent  to  this  filing.

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,
2000:

<TABLE>
<CAPTION>
                        SUMMARY COMPENSATION TABLE (1)(2)


                                                       ANNUAL COMPENSATION   LONG-TERM COMPENSATION
NAME AND PRINCIPAL                     YEAR                SALARY ($)         NUMBER OF SECURITIES
     POSITION                                                                UNDERLYING OPTIONS (#)
<S>                           <C>                     <C>                    <C>
Al Marco,                                      2000                       -               1,500,000
CEO (6)

Jack Marshall,                                 2000                 250,375               1,551,000
Chairman and CEO (3)
                                               1999                 120,000               1,173,000
Edward MacBeth                                 2000                 110,760               1,500,000
President and COO (4)

                                               1999                       -
Brian Dowd, Chief Financial                    2000                  81,880                 400,000
Officer (5)

Ralph Roessler,                                2000                       -                 500,000
President of Consumable Products
(6)

Elizabeth Wenner, Vice                         2000                       -                 500,000
President of Internet
Development and Secretary
(6)


                                       37
<PAGE>
Christopher E. McConn,                         2000                 140,000                 492,000
Chief Technology Officer
<FN>

(1)     Information  set  forth  herein  includes  services  rendered by the Named Executives while
employed by Brightcube, Inc. both prior to  and following the reorganization with Data Growth, Inc.

(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.

(3)     Mr.  Marshall  resigned  as  CEO  in  June  2000.

(4)     Mr.  MacBeth  resigned  as  President  and  COO  in  February  2001.

(5)     Mr.  Dowd  resigned  as  Chief  Financial  Officer  in  January  2001.

(6)     Mr.  Marco, Mr. Roessler and Ms. Wenner joined us in December 2000 with the consummation of
the  EVG  acquisition.
</TABLE>


OPTION  GRANTS  DURING  YEAR  ENDED  DECEMBER  31,  2000
     The following table sets forth information regarding options granted to the
Named  Executives  in  the  year  ended  December  31,  2000:

<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                   378,344                 5%  $           3.44     MARCH 2010

Brian Dowd                      400,000                 6%  $           2.44            (1)

Edward MacBeth                1,500,000                21%  $           1.38            (2)

Al Marco                      1,500,000                21%  $           0.34  DECEMBER 2010

Ralph Roessler                  500,000                 7%  $           0.34  DECEMBER 2010

Elizabeth Wenner                500,000                 7%  $           0.34  DECEMBER 2010
<FN>
(1)  Mr.  Dowd  resigned  in  January  2001,  at which time approximately 50,000 of these
options  had  vested.

(2)  We  entered  into  a  Separation  Agreement  with  Mr. MacBeth in February 2001 that
allowed  500,000  of  these  options to vest immediately.  These options are subject to a
six-month  lock-up  period  ending  July 19, 2001, and the options will expire in January
2003.
</TABLE>


                                       38
<PAGE>
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, 2000. None of these executive officers exercised options
to  purchase  common  stock  in  2000.

<TABLE>
<CAPTION>
          AGGREGATE OPTION EXERCISES IN 2000 AND YEAR END OPTION VALUES

NAME                     Number  of  Unexercised      Value of Unexercised
                         Options at Year End (#)      In-the-Money  Options
                                                       at  Year  End  (1)
                       --------------------------  --------------------------
                       Exercisable  Unexercisable  Exercisable  Unexercisable
---------------------  -----------  -------------  -----------  -------------
<S>                    <C>          <C>            <C>          <C>
Al Marco                         -      1,500,000            -              -
---------------------  -----------  -------------  -----------  -------------
Jack Marshall              764,000        787,000            -              -
---------------------  -----------  -------------  -----------  -------------
Ed MacBeth                 208,000      1,292,000            -              -
---------------------  -----------  -------------  -----------  -------------
Brian Dowd                  45,000        358,000            -              -
---------------------  -----------  -------------  -----------  -------------
Ralph Roessler                   -        500,000            -              -
---------------------  -----------  -------------  -----------  -------------
Elizabeth Wenner                 -        500,000            -              -
---------------------  -----------  -------------  -----------  -------------
Christopher E. McConn      283,000        209,000            -              -
---------------------  -----------  -------------  -----------  -------------
<FN>
(1)     Based on a per share fair market value of our common stock equal to $.27
per  share,  the  fair  market  value  based  on  the closing market price as of
12/28/00.
</TABLE>

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.  If such targets are
met,  Mr.  Marco will have the option of receiving either (i) a bonus of 100% of
his base salary in cash or (ii) a  stock  option  grant for the number of shares
of  our common stock  equal  to  120%  of his base salary divided by the average
closing  stock  price  for the ten days prior to the date the bonus is paid. 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


                                       39
<PAGE>
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.

     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  Internet  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. Upon earning the bonus,
the  respective  officer will have the option of receiving either (i) a bonus of
100%  of  his  or  her  base salary in cash or (ii) a stock option grant for the
number of shares of our common stock equal to 120% of such officer's base salary
divided  by  the  average closing stock price for the ten days prior to the date
the  bonus is paid. 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.

     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  of  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.

     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


                                       40
<PAGE>
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 are subject to a
six-month  lock-up  ending  July  19,  2001,  and  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.  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.

     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.


                                       41
<PAGE>
     CHRIS  MCCONN.  On  March 15, 2000, we entered into an employment agreement
with  Chris  McConn.  Under the executive employment agreement, Mr. McConn is to
serve  as  our  Chief  Technology  Officer  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 $115,000 which shall be reviewed
at  least  annually.  The  executive employment agreement also provides that Mr.
McConn  will  continue  to  accrue employment options granted under a 1998 Stock
Option. He is eligible to receive vacation in accordance with Brightcube, Inc.'s
policies.  He  is  also  eligible  to participate in the health, life insurance,
medical,  retirement  and other benefit programs which we may offer from time to
time.

     The  term  of the executive employment agreement lasts until March 15, 2001
and  continues  thereafter on a year to year basis unless terminated pursuant to
the  terms  thereof. 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.
McConn  is  terminated  without cause, he is to receive (i) pay in the amount of
one  (1)  year base salary (ii) vested stock options (iii) health insurance; and
(iv)  any  unused  vacation  for  a  period  of  one  (1)  year from the date of
termination.

     If  he  resigns  from  his position for good cause, including a substantial
reduction  in  his position, duties or a material breach of the agreement by us,
he  is  to  be  deemed  terminated  without  cause  and  is  eligible to receive
severance.

     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. McConn
shall  be exclusively entitled to terminate this Agreement and in such event, we
shall  pay  to  him  (i)  the  amount  of one (1) year base salary, and (ii) any
benefits  payable  through  the  end  of  the  term.  In  addition,  upon  such
termination,  the vesting of all options to purchase common stock of Brightcube,
Inc.  held  by  Mr.  McConn  shall  be  accelerated  so  that  such  options are
immediately  exercisable.  Mr.  McConn's  change of control provision was waived
for  the  Intellect  Capital  Group  Transaction.

     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
provides  for an annual base salary of $150,000 which shall be reviewed at least
annually.  Under  the executive employment agreement, Mr. Dowd 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.
Dowd's  employment  date.  The executive employment agreement also provides that
Mr.  Dowd was to receive options to purchase 400,000 shares of our common stock.
In  the  event  of  a  merger,  consolidation,  acquisition,  separation  or
reorganization  all  of  his  granted  options  shall  vest  immediately.

     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.  The contract can be terminated by either party
with 30 days written notice and does not provide for any compensation to be paid
by  us  to  either  ICG  or  Mr. Howard during the terms of this agreement.  The
Company has currently requested his services beyond March 1, 2001 and expects to
compensate  ICG  for  these  services  beyond  March  1,  2001  at  a  rate  of
approximateley  $9,000  per  month  plus  out  of  pocket  expenes.


                                       42
<PAGE>
STOCK  OPTION  PLAN

     Our  stock  option 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  Plan in June 1999.

     The  purpose  of  the  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  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 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
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.

     Incentive  stock options must have an exercise price equal to at least 100%
of the fair market value of a share on the date of the award unless the grant is
to a stockholder holding more than 10% of our voting stock in which case it must
be  110% of the fair market value on the date of grant.  Generally, they may not
have  a  duration  of  more  than  10  years  or five years if the grant is to a
stockholder  holding  more  than 5% of our voting stock. Terms and conditions of
awards  are  set  forth  in  written agreements between Brightcube, Inc. and the
respective option holders. Awards under the Plan may not be made after the tenth
anniversary  of the date of its adoption but awards granted before that date may
extend  beyond  that  date.

     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, 2000, 81,430 shares had been issued as the result of the
exercise  of  options  previously  granted under the Plan during 2000, 9,402,000
shares  were  subject to outstanding options and 4,348,000 shares were available


                                       43
<PAGE>
for  future  grants.  The exercise prices of the outstanding options ranged from
$0.34  to  approximately  $5.50.  The  options  under the Plan 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  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  this  plan  and  intends to file this
registration  statement  during  fiscal  year  2001.

     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, by net exercise 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 therefor to give effect
to any stock dividend, stock split, stock combination or other reorganization of
or  by  Brightcube,  Inc.

     In  April  2001,  the  Board  of  Directors  approved a new option plan for
8,500,000  shares,  which  will be submitted to the shareholders for approval at
the  next  annual meeting. With the implementation of this plan the Company will
not  issue  any  additional  shares  under  the  former plan. As such, it is the
Company's  intention  not  to  issue any additional shares in this new plan that
when  combined with the former plan will exceed the 13,750,000 shares authorized
for  the  former  plan.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The  following table sets forth, as of March 15, 2001, 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 following
individuals  have  sole  vesting and sole investment control with respect to the
shares  they  beneficially  own  and the address of each beneficial owner listed
below  is  c/o  240  Center  Street,  El  Segundo,  California  90245.

     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


                                       44
<PAGE>
that  the  individual  has  the  right to acquire within 60 days after March 15,
2001.  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. Unless otherwise indicated, each person named in the table has sole
voting  and  investment power (or shares such power with his or her spouse) with
respect  to all shares of common stock listed as owned by such person. The total
number  of  outstanding shares of common stock at March 15, 2001 was 70,220,648.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF                            NUMBER OF SHARES     PERCENT OF
BENEFICIAL OWNER                              BENEFICIALLY OWNED      CLASS
------------------------------------------   -------------------   -----------
<S>                                          <C>                   <C>
Terren Peizer                                      40,214,023 (1)           57%
Al Marco                                           17,265,021 (2)           25%
Jack Marshall                                       3,042,643 (3)            4%
Christopher McConn                                  1,034,130 (4)            1%
Elizabeth Wenner                                      602,703 (5)            1%
Ralph Roessler                                        602,703 (6)            1%
Edward C. MacBeth                                     500,000 (7)            1%
Brian P. Dowd                                          50,000 (8)            *
Richard Anderson                                              --             *
Bernard Girma                                          27,778 (9)            *
All directors and executive officers as a         63,339,000 (10)           90%
group (nine persons)

OTHER 5% STOCKHOLDERS:

Intellect Capital Group, LLC                      40,214,023 (11)           57%
11111 Santa Monica Boulevard
Suite 650
Los Angeles, CA  90025

Banca Del Gottardo                                 3,935,000 (12)            6%
Viale Stefano Franscini 8, 6901
Lugano, Switzerland
</TABLE>

*     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, 2001 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. Mr. Peizer is the Chairman and CEO of Intellect Capital
          Group,  LLC.  Mr. Peizer is the beneficial owner of DSRR Capital which
          owns  100%  of  OPUS  X  Capital,  LLC.


                                       45
<PAGE>
     (2)  Includes  167,667  shares  of common stock subject to options that are
          exercisable  within  60  days  of  March  15,  2001.
     (3)  Includes  925,366  shares  of common stock subject to options that are
          exercisable  within  60  days  of  March  15,  2001.
     (4)  Includes  334,204  shares  of common stock subject to options that are
          exercisable  within  60  days  of  March  15,  2001.
     (5)  Includes  55,556  shares  of  common stock subject to options that are
          exercisable  within  60  days  of  March  15,  2001.
     (6)  Includes  55,556  shares  of  common stock subject to options that are
          exercisable  within  60  days  of  March  15,  2001.
     (7)  Includes  500,000  shares  of common stock subject to options that are
          exercisable  as  of January 19, 2001 based on Mr. MacBeth's separation
          agreement.
     (8)  Comprised of 50,000 shares of common stock subject to options that are
          exercisable  as  of  January  12,  2001  the date upon which Mr. Dowd
          resigned.
     (9)  Comprised of 27,778 shares of common stock subject to options that are
          exercisable  within  60  days  of  March  15,  2001.
     (10) Includes  14,415,125  shares  of  shares  of  common  stock subject to
          options  and warrants that are exercisable within 60 days of March 15,
          2001.
     (11) Includes  11,900,000  shares of common stock subject to warrants owned
          by  Intellect  Capital  Group,  LLC and 400,000 shares of common stock
          subject  to  warrants  owned  by  OPUS X Capital, LLC, an affiliate of
          Intellect  Capital Group, that are exercisable within 60 days of March
          15,  2001.
     (12) Includes 1,335,000 shares of common stock subject to warrants that are
          exercisable  within  60  days  of  March  15,  2001.


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.

     ISSUANCES TO FOUNDER. Upon his founding of Photoloft California in November
1993,  we issued 756,688 shares of common stock to Jack Marshall in exchange for
$500.00.  At  that  time, we also issued him options to purchase up to 1,152,493
shares  of common stock which vested over a four year period and had an exercise
price  of  $0.001  per share.  He exercised his  options and elected to purchase
1,152,493  shares  of common  stock in  February,  1999.  During our offering of
preferred  stock  described  below,  he purchased 125,000 shares in exchange for
$25,000.  He transferred 50,000 shares of common stock by gift in February 1999.
In March,  1999 his shares of PhotoLoft  California common stock and his options
to  purchase  shares  of  PhotoLoft  California common stock were converted into
shares  of  Brightcube  common stock,  and options to purchase Brightcube common
stock  as  a  result  of  the  reorganization  with  Data  Growth,  Inc.


                                       46
<PAGE>
     SERIES  A  PREFERRED  OFFERING.  From  1994  to 1998 we conducted a private
offering  of PhotoLoft California series A preferred stock. As a result, we sold
the aggregate amount of 2,275,625 shares of series A preferred stock in exchange
for  $455,125.  Under  this  offering,  Messrs. John Marshall, and Chris McConn,
purchased  295,000 and 25,000 shares of stock, respectively. As described above,
Mr.  Jack Marshall also participated in the offering.  Each outstanding share of
series  A  preferred  stock  was  converted  into 1.5 shares of common  stock of
PhotoLoft.com  California  in February, 1999. Ms. Lisa Marshall purchased 12,500
shares  for  $2,500.


     EXERCISED  STOCK OPTIONS.  In February 1999, we issued the aggregate amount
of  2,844,112  shares  of  common stock upon the exercise of options to purchase
common  stock  which  were  granted  to  employees, directors and consultants of
Brightcube,  Inc.  between  1993  and  1998.  Under  this issuance, Messrs. Jack
Marshall  and  Chris  McConn exercised options to purchase 1,152,493 and 610,181
shares  of  common  stock,  respectively.

     STOCK  OPTION  PLAN.  In  1998, we issued options to purchase the aggregate
amount  of  2,675,572  shares  of  common  stock  to  employees,  directors  and
consultants  of  Brightcube,  Inc.  pursuant  to Brightcube, Inc.'s stock option
plan.  These  options  have  an  exercise  price of $0.48 per share.  Under this
offering, Messrs. Jack Marshall and Chris McConn received options to purchase up
to  1,135,032  and  454,013  shares of common stock, respectively, with exercise
prices  of  $0.48  per  share.  These  options  vest in 48 monthly installments.
Additionally,  from January to December 1999, we have issued options to purchase
the  aggregate  amount of 970,201 shares of common stock to employees, directors
and  consultants  of  Brightcube,  Inc.  pursuant  to  Brightcube,  Inc.'s stock
option  plan.  These  options  were  issued  at their fair  market  value on the
date  of  grant  and  have  exercise  prices  ranging  from  $0.48  to  $5.25.

     In  addition to the above, in March 1999, we issued the aggregate amount of
228,375  shares  of common stock upon the exercise of options to purchase common
stock  which  were  granted  to certain employees, directors, and consultants of
Brightcube, Inc. in March 1999 under Brightcube, Inc.'s stock option plan. These
options had an exercise price of $0.50 per share.  Under this offering, Mr. John
Marshall  exercised  options to purchase 13,500 shares of common stock and Chris
McConn  exercised  options  to  purchase  10,000  shares  of  common  stock.

     REORGANIZATION.  On  March  1,  1999, PhotoLoft California entered into the
reorganization  with a non-operating public company, Data Growth, Inc., a Nevada
corporation  incorporated  in January, 1996. Under the Reorganization Agreement,
the  PhotoLoft California  stockholders received 1.5133753 shares of Data Growth
common stock in exchange for each of their shares of common stock. Additionally,
the  holders  of  options  to  purchase  shares  of  common  stock  of PhotoLoft
California  terminated  their options and received options to purchase shares of
common stock of Data Growth. As a result of the reorganization with Data Growth,
PhotoLoft  California  became  a  wholly-owned  subsidiary  of Data Growth. Data
Growth  adopted  the  PhotoLoft  California  stock  option plan. An aggregate of
9,579,266  shares  of  common  stock  and  options  to  purchase an aggregate of
2,795,734  shares of common stock were issued to the former PhotoLoft California
stockholders  and  option  holders, respectively, in the reorganization  and the
PhotoLoft  California  stockholders  owned  approximately  77%  of  Data  Growth
immediately  after the reorganization. As part of the reorganization, all of the
executive  officers  and  directors of Data Growth  resigned  and the  executive
officers and directors of PhotoLoft California became the executive officers and
directors  of  Data  Growth  which  changed  its  name  to  PhotoLoft.com.


                                       47
<PAGE>
     OTHER  RELATED  TRANSACTIONS.  In  December  1999,  we  issued  options  to
purchase  up  to  288,000  shares  of  common  stock  to Lisa Marshall, our then
Secretary,  as  compensation  for services rendered. The right to exercise these
options  vests  in  16  equal  quarterly installments over 4 years. The exercise
price  for  the  options  is  $1.50  per share, which was not less than the fair
market  value of the shares  underlying  the  options  on  the  date  of  grant.

     In  December  1999,  in  exchange  for $250,000 we issued 163,217 shares of
common  stock  and warrants to purchase up to 33,000 shares of common stock with
exercise  prices of $1.5317 per share to Ms. Marshall. In December 1999, we also
issued  97,930  shares  of  common  stock to John Marshall (then a Member of our
board of directors) and warrants to purchase up to 20,000 shares of common stock
with  exercise  prices  of  $1.5317  per  share,  in  exchange  for  $150,000.

     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 at that
time  of more than 4% of our common stock, and one other shareholder aggregating
$115,000.  All  amounts  have  been  repaid  as  of  November  30,  2000.

     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  for  $10,000.  These  warrants  expire  in  March  2005.

     In  May 2000, we received a loan of $50,000 from Kay Wolf Jones, one of our
former  officers.  The  loan bears interest at a rate of 10% per month.  In June
2000  we  repaid  the  loan  to  Kay  Wolf  Jones.

     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 Intellect
Capital  Group, LLC, a Delaware limited liability company ("ICG").  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  will  become an active shareholder, and will assist us with the
creation  and  execution  of  our strategic plan, building a management team and
Board  of  Directors,  identifying and consummating 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  a May 22, 2000 letter agreement
between the holder of the Series B Preferred Stock and us, we incurred penalties


                                       48
<PAGE>
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 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 into which the Series B Preferred Stock is convertible
upon the demand of ICG; provided, however, that no such demand can 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  is  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  provides for financial penalties in the event that we fail to
file  the  consent solicitation statement and obtain approval of the increase by
specified  dates.  This  consent  was  received  in August 2000.

     In July 2000, we paid ICG commissions and 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 Brian Dowd to
serve  as  our  Chief Financial Officer, under which he was granted an option to
purchase  400,000  shares of common stock.  Mr. Dowd resigned in January 2001 at
which  time  he  had  vested  options  to  purchase  50,000  shares.

     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.

     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.  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 $11,900 plus certain maintenance and operating expenses.


                                       49
<PAGE>
     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.

     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.

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,  2000               F-3
     Consolidated  Statements  of  Operations  for  the  Years  Ended
          December  31,  2000  and  1999                                     F-4
     Consolidated  Statements of Shareholders' (Deficiency)
          Equity  for  the  Years  Ended  December  31,  2000  and  1999     F-5
     Consolidated  Statements  of  Cash  Flows  for  the  Years
          Ended  December  31,  2000  and  1999                              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
------------   -------------

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  (File No.
               000-26957),  as  amended  (the  "Form  10-SB").


                                       50
<PAGE>
2.1            Agreement  and  Plan  of  Reorganization dated as of November 22,
               2000  by  and  among  PhotoLoft,  Inc.  PhotoL Acquisition Corp.,
               Extreme  Velocity  Group,  Inc.  Al  Marco,  Ralph  Roessler  and
               Elizabeth  Wenner, as amended by; that certain First Amendment to
               Agreement and Plan of Reorganization dated as of December 7, 2000
               and  that  certain  Second  Amendment  to  Agreement  and Plan of
               Reorganization  dated  as  of  December 20, 2000 (Incorporated by
               Reference  to  Exhibit  2.1 of the Registrant's Form 8-K/A. filed
               January  4,  2001)

3.1            Articles  of  Incorporation  of  the  Registrant (Incorporated by
               Reference  to  Exhibit  3.1  of  the  Form  10-SB).

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

3.3            By-Laws  of  Registrant (Incorporated by Reference to Exhibit 3.3
               of  the  Form  10-SB).

3.4            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, 2000 (the "Form
               10KSB").

3.5            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  SB2).

4.1            Sample  Stock  Certificate  of  the  Registrant  (Incorporated by
               Reference  to  Exhibit  4.1  of  the  Form  10-SB).

4.2            See  Exhibit  Nos.  3.1,  3.2,  3.3,  and  3.4.

4.3            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).

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).


                                       51
<PAGE>
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  Brian  Dowd the
               Registrant.

10.10          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 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).

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).


                                       52
<PAGE>
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  10KSB).

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  10KSB).

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  10KSB).


                                       53
<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  10KSB).

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  10KSB).

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).

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).

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).

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).

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).

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).

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

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           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)


                                       54
<PAGE>
99.4           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)

99.5           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)

(b)     Reports  on  Form  8-K.

We filed no  reports on Form 8-K  during the quarter ended December 31,
2000.  On  January  4, 2001, we filed a Current Report on Form 8-K regarding the
EVG  acquisition.  On  March  5, 2001 we filed an Amended Current Report on Form
8-K  regarding  the  EVG  acquisition.


                                       55
<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  April  16,  2001.

                            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    April 16, 2001
Terren  S.  Peizer

/s/ Al  Marco
------------------------        Chief  Executive            April 16, 2001
Al  Marco                       Officer,  Director

/s/ Jack  Marshall
------------------------        Vice  Chairman, Director    April 16, 2001
Jack  Marshall

/s/ Bernard  Girma
------------------------        Director                    April 16, 2001
Bernard  Girma

/s/ Richard  Anderson
------------------------        Director                    April 16, 2001
Richard  Anderson

/s/ Eric Howard
-------------------------       Interim Chief Financial     April 16, 2001
Eric Howard                     Officer


                                       56
<PAGE>
                                INDEX TO EXHIBITS


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

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  (File No.
               000-26957),  as  amended  (the  "Form  10-SB").

2.1            Agreement  and  Plan  of  Reorganization dated as of November 22,
               2000  by  and  among  PhotoLoft,  Inc.  PhotoL Acquisition Corp.,
               Extreme  Velocity  Group,  Inc.  Al  Marco,  Ralph  Roessler  and
               Elizabeth  Wenner, as amended by; that certain First Amendment to
               Agreement and Plan of Reorganization dated as of December 7, 2000
               and  that  certain  Second  Amendment  to  Agreement  and Plan of
               Reorganization  dated  as  of  December 20, 2000 (Incorporated by
               Reference  to  Exhibit  2.1 of the Registrant's Form 8-K/A. filed
               January  4,  2001)

3.1            Articles  of  Incorporation  of  the  Registrant (Incorporated by
               Reference  to  Exhibit  3.1  of  the  Form  10-SB).

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

3.3            By-Laws  of  Registrant (Incorporated by Reference to Exhibit 3.3
               of  the  Form  10-SB).

3.4            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, 2000 (the "Form
               10KSB").

3.5            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  SB2).

4.1            Sample  Stock  Certificate  of  the  Registrant  (Incorporated by
               Reference  to  Exhibit  4.1  of  the  Form  10-SB).

4.2            See  Exhibit  Nos.  3.1,  3.2,  3.3,  and  3.4.

4.3            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).

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).


                                       57
<PAGE>
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  Brian  Dowd the
               Registrant.

10.10          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 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).

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).


                                       58
<PAGE>
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  10KSB).


                                       59
<PAGE>
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  10KSB).

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  10KSB).

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  10KSB).

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  10KSB).

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).

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).

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).

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).

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).

10.37          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).

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

24             Power  of  Attorney  (included  on  signature  page).

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


                                       60
<PAGE>
99.7           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).

99.8           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).

99.9           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).

99.10          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).

99.11          Consolidated  Financials  Statements  of  BrightCube,  Inc.

99.12          Separation  Agreement and General Release dated February 19, 2001
               by  and  between  Edward  MacBeth  and  the  Registrant.

99.13          Separation Agreement and General Release dated February 28, 2001
               by  and  between  Joe  Harris  and  the  Registrant.


                                       61
<PAGE>