EXHIBIT 99.11
                                                                   -------------




REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS           F - 2

CONSOLIDATED  FINANCIAL  STATEMENTS
   Consolidated  Balance  sheet                                   F - 3
   Consolidated  Statements  of  operations                       F - 4
   Consolidated Statements of shareholders' equity (deficiency)   F - 5 to F - 7
   Consolidated Statements  of  cash  flows                       F - 8
   Notes  to  consolidated  financial  statements                 F - 9 to F -28


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------


REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS


The Board of Directors and Shareholders of BrightCube, Inc. (formerly Photoloft,
Inc.)

We  have audited the accompanying consolidated balance sheet of BrightCube, Inc.
(formerly  Photoloft,  Inc.  or  the  Company)  as of December 31, 2000, and the
related  consolidated  statements  of  operations,  shareholders'  equity
(deficiency),  and  cash  flows  for the years ended December 31, 2000 and 1999.
These  consolidated financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.

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

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

The  accompanying  consolidated  financial  statements  have  been  prepared
assuming  that the Company  will  continue  as  a  going  concern.  As discussed
in  Note  1  to  the  consolidated  financial  statements,  the  Company  has an
accumulated  deficit  of $15,725,900 as of December  31,  2000  and  incurred  a
net  loss  of  $11,074,300  for  the  year  ended  December  31,  2000.  These
conditions  raise  substantial doubt about the  Company's  ability  to  continue
as  a  going  concern.  Management's  plans  regarding  those  matters  are also
described  in  Note  1. The consolidated financial statements do not include any
adjustments  relating  to  the  recoverability  and  classification of  reported
asset amounts or the amount and classification of liabilities that might  result
from  the  outcome  of  this  uncertainty.


/s/  BDO  Seidman,  LLP

San  Francisco, California
February  16,  2001

--------------------------------------------------------------------------------
                                      F-2


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------


<TABLE>
<CAPTION>
                     BRIGHTCUBE, INC. (FORMERLY PHOTOLOFT, INC.)
                              CONSOLIDATED BALANCE SHEET



December 31,                                                              2000
----------------------------------------------------------------      ---------------
<S>                                                                <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents (Notes 11 and 12)                               $3,787,300
Accounts receivable, net of allowance for doubtful accounts
of $62,700                                                                   153,800
Inventory                                                                    179,700
Prepaid expenses and other current assets (Note 13)                          229,000
----------------------------------------------------------------      ---------------
TOTAL CURRENT ASSETS                                                       4,349,800
PROPERTY AND EQUIPMENT, net (Note 4)                                         802,400
Excess of cost over net assets acquired, net (Note 2)                      9,495,000
OTHER ASSETS                                                                  74,500
----------------------------------------------------------------      ---------------
TOTAL ASSETS                                                             $14,721,700
                                                                         ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of note payable to bank (Note 8)                        $    345,000
Accounts payable                                                             658,200
Accrued expenses (Notes 5 and 7)                                             945,700
Deferred revenue                                                              73,800
Payable to minority shareholders (Note 13)                                    31,600
----------------------------------------------------------------      ---------------
TOTAL CURRENT LIABILITIES                                                  2,054,300

Note payable to bank, less current portion (Note 8)                          345,000
                                                                      ---------------
TOTAL LIABILITIES                                                          2,399,300
                                                                      ---------------
COMMITMENTS AND CONTINGENCIES
     (Notes 2,6,7 and 11)

SHAREHOLDERS' EQUITY:
     Preferred stock, $0.001 par value; 500,000 shares
        authorized; no shares issued and outstanding                              --
     Common stock, $0.001 par value; 200,000,000 shares
        authorized; 66,993,430 shares issued and outstanding                  67,000
     Additional paid-in capital                                           28,292,900
     Deferred compensation                                                  (311,600)
     Accumulated deficit                                                 (15,725,900)
----------------------------------------------------------------    -----------------
TOTAL SHAREHOLDERS' EQUITY                                                12,322,400
                                                                      ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                               $14,721,700
                                                                         ============
</TABLE>

          See accompanying notes to consolidated financial statements.

--------------------------------------------------------------------------------
                                      F-3


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------


<TABLE>
<CAPTION>
                           BRIGHTCUBE, INC. (FORMERLY PHOTOLOFT, INC.)
                              CONSOLIDATED STATEMENTS OF OPERATIONS


December 31,                                                        2000               1999
-----------------------------------------------------------     -------------      ------------
<S>                                                           <C>                <C>

Revenues                                                          $    481,000       $   254,500
Cost of revenues                                                       386,400           124,200
                                                                  -------------      ------------

Gross profit                                                            94,600           130,300
                                                                  -------------      ------------
OPERATING EXPENSES:
Sales and marketing                                                    645,400         1,217,200
General and administrative                                          10,717,700         4,405,900
                                                                  -------------      ------------
TOTAL OPERATING EXPENSES                                            11,363,100         5,623,100
                                                                  -------------      ------------
Loss from operations                                               (11,268,500)       (5,492,800)
                                                                  -------------      ------------

OTHER INCOME (EXPENSE):
Loss on settlement of note receivable (Note 3)                              --          (108,100)
Interest and other income                                              206,200           110,600
Interest and other expense                                             (11,200)           (7,200)
                                                                  -------------      ------------
TOTAL OTHER INCOME (EXPENSE)                                           195,000            (4,700)
                                                                  -------------      ------------
LOSS BEFORE INCOME TAXES                                           (11,073,500)       (5,497,500)
Income tax (benefit) expense                                               800          (745,400)
                                                                  -------------      ------------

NET LOSS                                                           (11,074,300)       (4,752,100)

Deemed dividend on issuance of warrants                                     --           (80,000)
Deemed dividend on conversion of
     preferred stock into common stock                                      --          (934,000)
Deemed dividend on redemption of
     Series A Preferred Stock including
     value ascribed to warrants of  $145,000                          (357,000)               --
                                                                  -------------      ------------

NET LOSS ALLOCABLE TO COMMON SHAREHOLDERS                         $(11,431,300)      $(5,766,100)
                                                                  =============       ===========
Basic and diluted loss per share                                  $      (0.35)       $    (0.49)
                                                                  =============       ===========
Basic  and diluted weighted-average common
shares outstanding                                                  32,788,300        11,658,200
                                                                  =============       ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

--------------------------------------------------------------------------------
                                      F-4


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------


<TABLE>
<CAPTION>
                                           BRIGHTCUBE, INC. (FORMERLY PHOTOLOFT, INC.)
                                   CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)

                                                  Preferred Stock             Common  Stock          Additional
                                              ------------------------  --------------------------     Paid-in        Deferred
                                               Shares       Amount         Shares        Amount        Capital      Compensation
-------------------------------------------   ---------  -------------  ------------  ------------  -------------  --------------
<S>                                           <C>        <C>            <C>           <C>           <C>            <C>
BALANCES, December 31, 1998                         --             --      6,650,143         6,700       648,200              --

Exercise of stock options                           --             --      3,131,187         3,100       142,100              --
Issuance of common stock
for services                                        --             --        124,111           100       156,500              --
Deemed dividend on beneficial
conversion of preferred stock
into common stock                                   --             --             --            --       934,000              --
Issuance of common stock in
connection with reverse merger                      --             --        625,000           600         4,900              --
Sale of common stock, net of
stock issuance costs of
approximately $56,500                               --             --      2,351,434         2,400     1,453,600              --
Deemed dividend on issuance
of warrants in connection with
sale of common stock                                --             --             --            --        80,000              --
Deferred stock compensation                         --             --             --            --       803,800        (803,800)
Amortization of deferred stock
compensation                                        --             --             --            --            --         322,600
Compensation associated with
stock option grants                                 --             --             --            --       681,400              --
Net loss                                            --             --             --            --            --              --
-------------------------------------------   ---------  -------------  ------------  ------------  -------------  --------------

BALANCES, December 31, 1999                         --             --     12,881,875        12,900     4,904,500        (481,200)

Sale of Series A preferred stock,
net of issuance costs of $79,500                   106      1,060,000             --            --       (79,500)             --
Sale of common stock warrants                       --             --             --            --        10,000              --
Redemption of Series A preferred
stock                                             (106)    (1,060,000)            --            --      (212,000)             --
Sale of Series B convertible
Preferred stock                                    900          9,000             --            --            --              --
Private placement of common
stock, net of cash issuance costs of
1,089,200                                           --             --     10,646,600        10,700    12,208,100              --
Conversion of Series B convertible
preferred stock                                   (900)        (9,000)    27,914,023        27,900       (18,900)             --
Shares and warrants issued for
services relating to the private
placement of common stock                           --             --         28,000            --     1,263,000              --
Offering costs relating to shares
and warrants issued for services
relating to private placement of
common stock                                        --             --             --            --    (1,263,000)             --
Exercise of stock options


--------------------------------------------------------------------------------
                                      F-5


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------


and warrants                                        --             --        301,432           300        65,000              --
Deferred stock compensation                         --             --            ---           ---       273,000        (273,000)
Amortization of deferred stock
Compensation                                        --             --             --            --            --         596,000
Compensation associated with
stock option grants                                 --             --             --            --     3,053,700          24,700
Shares issued for services                          --             --        237,500           200       312,300        (178,100)
Shares issued for EVG acquisition                                  --     14,984,000        15,000     7,776,700              --
Net loss                                            --             --             --            --            --              --
-------------------------------------------   ---------  -------------  ------------  ------------  -------------  --------------
BALANCES, December 31, 2000                         --   $         --     66,993,430  $     67,000  $ 28,292,900   $    (311,600)
===========================================   =========  =============  ============  ============  =============  ==============
</TABLE>

          See accompanying notes to consolidated financial statements.

--------------------------------------------------------------------------------
                                      F-6


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------


<TABLE>
<CAPTION>
                                                      Retained Earnings
                                                    (Accumulated Deficit)         Total
--------------------------------------------------  ---------------------   -----------------
<S>                                                 <C>                     <C>
BALANCES, December 31, 1998                                     1,114,500          1,769,400
Exercise of stock options                                              --            145,200
Issuance of common stock for services                                  --            156,600
Deemed dividend on beneficial conversion of
preferred stock into common stock                                (934,000)                --
Issuance of common stock in connection with
reverse merger                                                         --              5,500
Sale of common stock, net of stock issuance costs
of approximately $56,500                                               --          1,456,000
Deemed dividend on issuance of warrants in
connection with sale of common stock                              (80,000)                --
Deferred stock compensation                                            --                 --
Amortization of deferred stock compensation                            --            322,600
Compensation associated with stock option grants                       --            681,400
Net loss                                                       (4,752,100)        (4,752,100)
--------------------------------------------------  ---------------------   -----------------
BALANCES, December 31, 1999                                    (4,651,600)          (215,400)
Sale of Series A preferred stock, net of
issuance costs of $79,500                                              --            980,500
Sale of common stock warrants                                          --             10,000
Redemption of Series A preferred stock                                 --         (1,272,000)
Sale of Series B convertible preferred
stock                                                                  --              9,000
Private placement of common stock, net of cash
issuance costs of $1,089,200                                           --         12,218,800
Conversion of Series B convertible
preferred stock                                                        --                 --
Shares and warrants issued for services relating
to the private placement of common
stock                                                                  --          1,263,000
Offering costs relating to shares and warrants
issued for services relating to
private placement of common stock                                      --         (1,263,000)
Exercise of stock options
and warrants                                                           --             65,300
Deferred stock compensation                                            --                 --
Amortization of deferred stock
compensation                                                           --            596,000
Compensation associated with stock option
grants                                                                 --          3,078,400
Shares issued for services                                             --            134,400
Shares issued for EVG acquisition                                      --          7,791,700
Net loss                                                      (11,074,300)       (11,074,300)
--------------------------------------------------  ----------------------  -----------------
BALANCES, December 31, 2000                         $         (15,725,900)  $     12,322,400
==================================================  ======================  =================
</TABLE>

          See accompanying notes to consolidated financial statements.

--------------------------------------------------------------------------------
                                      F-7


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------


<TABLE>
<CAPTION>


                            BRIGHTCUBE, INC. (FORMERLY PHOTOLOFT, INC.)
                               CONSOLIDATED STATEMENTS OF CASH FLOWS


December 31,                                                                2000           1999
                                                                        -------------  ------------
<S>                                                                     <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                $(11,074,300)  $(4,752,100)
Adjustments to reconcile net loss to net
     cash used in operating activities:
Depreciation and amortization                                                234,400        82,100
Amortization of goodwill                                                      41,100            --
Allowance for doubtful accounts                                               16,800        16,900
Compensation relating to stock options and warrants issued                 3,674,400     1,004,000
Loss on settlement of note receivable                                             --       108,100
Accrued interest on note receivable                                               --       (32,900)
Issuance of stock for services                                               134,400       156,600
Changes in operating assets and liabilities, net of business acquired:
    Accounts receivable                                                      (74,800)      (77,000)
    Prepaid expenses and other current assets                                (77,000)      (49,500)
    Deferred income taxes                                                         --      (747,200)
    Accounts payable                                                        (757,700)      777,300
    Accrued expenses                                                         484,300       190,000
    Deferred revenue                                                          58,600       (21,100)
    Payable to minority shareholders                                          19,600            --
--------------------------------------------------                      -------------  ------------
NET CASH USED IN OPERATING ACTIVITIES                                     (7,320,200)   (3,344,800)
--------------------------------------------------                      -------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Principal received under note receivable                                     250,000     2,239,500
Purchase of property and equipment                                          (306,500)     (434,400)
Other assets                                                                  (3,700)      (11,700)
--------------------------------------------------                      -------------  ------------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES                          (60,200)    1,793,400
--------------------------------------------------                      -------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances on line of credit                                                        --       409,700
Repayments on line of credit                                                      --      (409,700)
Bank overdraft                                                              (219,200)           --
Proceeds from issuances of stock                                          14,442,300     1,400,700
Payment of note payable to Marco Fine Arts                                  (800,000)           --
Payment for redemption of preferred stock                                 (1,272,000)           --
Proceeds from issuance of warrants                                            10,000            --
Payment of stock issuance costs                                           (1,168,700)      (44,000)
--------------------------------------------------                      -------------  ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                 10,992,400     1,356,700
--------------------------------------------------                      -------------  ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       3,612,000      (194,700)
CASH AND CASH EQUIVALENTS, beginning of year                                 175,300       370,000
--------------------------------------------------                      -------------  ------------
CASH AND CASH EQUIVALENTS, end of year                                  $  3,787,300   $   175,300
==================================================                      =============  ============
</TABLE>

          See accompanying notes to consolidated financial statements.

--------------------------------------------------------------------------------
                                      F-8


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------

                   BRIGHTCUBE, INC. (FORMERLY PHOTOLOFT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


1.   SUMMARY  OF  ACCOUNTING  POLICIES

     The  Company

     BrightCube,  Inc. (formerly Photoloft, Inc. (formerly Data Growth, Inc.), a
     publicly traded shell corporation) (the Company), a Nevada corporation, was
     incorporated  on  January  23,  1986.

     On  March  1,  1999,  the  Company completed the acquisition of 100% of the
     outstanding  common  stock  of  Photoloft,  Inc.  (formerly  Alta  Vista
     Technology,  Inc.)  (Photoloft)  in  exchange  for  9,579,268 shares of the
     Company's  $.001  par  value  common  stock.  For  accounting purposes, the
     acquisition  has  been  treated  as  the  acquisition  of  the  Company  by
     Photoloft, with Photoloft as the acquirer (reverse acquisition). The shares
     held  by  the shareholders of the Company prior to the acquisition (625,000
     shares  after  reflecting  a  2.46 to 1 reverse stock split effected by the
     Company  immediately  prior  to the acquisition) have been recognized as if
     they  were  issued  in  connection  with  the acquisition of the Company by
     Photoloft.  Since the Company prior to the reverse acquisition was a public
     shell  corporation  with  no  significant operations, pro forma information
     giving effect to the acquisition is not presented. All shares and per share
     data  prior  to  the  acquisition  have  been restated to reflect the stock
     issuance  as  a  recapitalization  of Photoloft. The historical information
     prior  to  March  1,  1999  is  that  of  Photoloft.

     Photoloft, a California corporation, was incorporated on November 17, 1993.
     Photoloft  is  a  developer and provider of digital imaging infrastructure,
     technology,  products,  services  and  papers  for the professional art and
     photography  markets.

     On  December  20,  2000,  the  Company  closed  its  acquisition of Extreme
     Velocity Group, Inc. (EVG), a California corporation (Note 2). EVG is a Los
     Angeles based corporation, which provides Internet and imaging solutions to
     the  art  market.  EVG  has a proprietary line of digital papers for use on
     high  quality  ink-jet  printers,  which  it  designs  and  distributes. In
     addition,  EVG  has  a paying subscription based network of independent art
     frame shops nationwide, which receive e-commerce and marketing support from
     EVG.

     Basis  of  Presentation  and  Going  Concern  Uncertainty

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities  in  the  normal  course of business. As shown in the financial
     statements,  the  Company  had  an accumulated deficit of $15,725,900 as of
     December 31, 2000 and incurred a net loss of $11,074,300 for the year ended
     December  31,  2000.

     These conditions give rise to substantial doubt about the Company's ability
     to continue as a going concern. The financial statements do not include any
     adjustments  relating  to the recoverability and classification of reported
     asset amounts or the amount and classification of liabilities that might be
     necessary  should the Company be unable to continue as a going concern. The

--------------------------------------------------------------------------------
                                      F-9


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------

                   BRIGHTCUBE, INC. (FORMERLY PHOTOLOFT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


     Company's  continuation as a going concern is dependent upon its ability to
     obtain  additional  financing  or  refinancing  as  may  be  required  and
     ultimately  to  attain profitability. The Company is actively marketing its
     existing  and  new  products,  which  it  believes  will ultimately lead to
     profitable operations. The Company currently anticipates that its available
     funds will be sufficient to meet our anticipated needs for working capital,
     capital  expenditures  and  business  operations  until  August 2001. After
     August  2001,  the  Company  will need to seek additional funding or reduce
     operating  expenses.  However,  no  assurances  can  be  given  that  these
     available  funds  will  meet the Company's cash requirements in the future.

     Use  of  Estimates

     The  preparation  of  financial  statements  in  conformity  with generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and  the  reported  amounts of revenues and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     Cash  and  Cash  Equivalents

     The  Company  considers  all  highly  liquid  investments  having  original
     maturities  of  three  months  or  less  to  be  cash  equivalents.

     Accounts  Receivable  and  Allowance  for  Doubtful  Accounts

     The  Company  grants  credit  to  its  customers  after  undertaking  an
     investigation  of credit risk for all significant amounts. An allowance for
     doubtful accounts is provided for estimated credit losses at a level deemed
     appropriate  to  adequately provide for known and inherent risks related to
     such  amounts.  The  allowance  is  based  on  reviews of loss, adjustments
     history,  current  economic  conditions  and  other  factors  that  deserve
     recognition  in estimating potential losses. While management uses the best
     information available in making its determination, the ultimate recovery of
     recorded  accounts  receivable  is  also dependent upon future economic and
     other  conditions  that  may  be  beyond  management's  control.

     Inventory

     Inventory,  consisting  primarily of finished goods, is stated at the lower
     of  cost  (first-in,  first-out)  or  market.

     Property  and  Equipment

     Property  and  equipment are stated at cost. Depreciation is provided using
     the  straight-line  method  over the estimated economic useful lives of the
     assets,  generally  ranging  from  three  to  five  years.

--------------------------------------------------------------------------------
                                      F-10


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------

                   BRIGHTCUBE, INC. (FORMERLY PHOTOLOFT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


     Excess  of  Cost  Over  Net  Assets  Acquired

     The  excess  of  cost over net assets acquired (Goodwill), which relates to
     the  Company's  acquisition  of  EVG,  is  being  amortized  using  the
     straight-line method over an estimated life of seven years. Should a change
     in  circumstances  suggest  a  possible  impairment,  the recoverability of
     goodwill  is  evaluated by comparing undiscounted estimated future net cash
     flows  to  the  current  carrying  value.

     Long-Lived  Assets

     The  Company  periodically  reviews  its  long-lived  assets  and  certain
     identifiable  intangibles  for  impairment.  When  events  or  changes  in
     circumstances  indicate  that  the  carrying  amount of an asset may not be
     recoverable, the Company writes the asset down to its estimated fair value.

     Fair  Values  of  Financial  Instruments

     The  following  methods  and  assumptions  were  used  by  the  Company  in
     estimating  its  fair  value  disclosures  for  financial  instruments:

          Cash  and  cash  equivalents:

          The  carrying  amount  reported in the balance sheet for cash and cash
          equivalents  approximates  fair  value.

          Accounts  receivable  and  accounts  payable

          The  carrying  amount  of  accounts  receivable  and  accounts payable
          approximates  fair  value  because  of  the  short  period  of time to
          maturity.


          Note  payable  to  bank

          The  fair  value  of note payable to bank approximates cost because of
          the  relatively  short period of time to maturity and comparability to
          interest  rates  that  are  available  to  the  Company for loans with
          similar  terms  and  remaining  maturities.

          As  of  December  31, 2000, the fair values of the Company's financial
          instruments  approximate  their  historical  carrying  amounts.

--------------------------------------------------------------------------------
                                      F-11


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------

                   BRIGHTCUBE, INC. (FORMERLY PHOTOLOFT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


     Revenue  Recognition

     The  Company's  revenues are derived principally from subscriptions for web
     hosting  services,  professional engineering and creative services relating
     to  customer  web  site  development and the sale of banner advertisements.
     Revenues  relating  to  web  hosting  services are recognized on a periodic
     basis  in  accordance with the services and terms of the hosting agreement.
     Revenues  relating  to professional and engineering services are recognized
     on a time and material basis as earned. Advertising revenues are recognized
     in  the  period  in  which  the  advertisement  is delivered, provided that
     collection of the resulting receivable is probable. Advertisers are charged
     on  a  per impression or delivery basis up to a maximum as specified in the
     contract.  To  date,  the duration of the Company's advertising commitments
     has  not exceeded one year. When the Company guarantees a minimum number of
     impressions or deliveries, revenue is recognized at the lesser of the ratio
     of  impressions  delivered  over  total  guaranteed  impressions  or  the
     straight-line  basis  over  the  term  of  the  contract.

     With  the  acquisition  of EVG, the Company's revenues will include sale of
     subscriptions  to  a  dealer network and the sale of digital paper and ink.
     These  subscription  revenues  are  derived from numerous customers located
     principally  in  metropolitan areas throughout the United States and billed
     to  credit  cards on a monthly basis. Generally the credit cards are billed
     at  the  end  of  a  month of service. Therefore, the revenue is considered
     fully  earned and no deferred revenue is recognized. EVG originally offered
     two  plans  for  subscriptions;  monthly  billings  and a year prepaid. The
     number  of  prepaid  yearly  subscriptions  was  very  small  with the vast
     majority of subscribers electing the monthly billings. Product revenue from
     the  sale  of  digital paper and ink are recognized when title to the goods
     has  passed  to  the  customer  (generally  upon  shipment)  provided  no
     significant  obligations  remain  and  collectibility  is  likely.

     Advertising

     The  cost  of  advertising  is  expensed  as  incurred  except  for certain
     promotional  art prints, which are capitalized and expensed as delivered to
     customers.  Included  in  prepaid  expenses  and  other  current  assets at
     December 31, 2000 are promotional art prints totaling $100,000. Advertising
     costs  for  the  years ended December 31, 2000 and 1999 aggregated $300,500
     and  $989,300,  respectively.

     Income  Taxes

     The  Company  accounts  for  income  taxes  in accordance with Statement of
     Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes,
     which  requires  an  asset and liability approach. This approach results in
     the  recognition  of  deferred  tax  assets  (future  tax  benefits)  and
     liabilities  for  the  expected  future  tax  consequences  of  temporary
     differences  between  the book carrying amounts and the tax basis of assets
     and  liabilities.  The  deferred  tax  assets and liabilities represent the
     future  tax  return consequences of those differences, which will either be
     deductible  or  taxable  when  the  assets and liabilities are recovered or
     settled.  Future  tax  benefits  are  subject to a valuation allowance when
     management believes it is more likely than not that the deferred tax assets
     will  not  be  realized.

--------------------------------------------------------------------------------
                                      F-12


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------

                   BRIGHTCUBE, INC. (FORMERLY PHOTOLOFT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


     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  ate  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, the Company has not entered into derivatives contracts either
     to  hedge  existing  risks  or  for  speculative purposes. Accordingly, the
     Company  does not expect adoption of the new standard on January 1, 2001 to
     materially  affect  its  financial  statements.

     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 the Company's 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 the
     Company's  financial  position,  results  of  operations,  or  cash  flows.

     Earnings  Per  Common  Share

     During  1998,  the Company adopted the provisions of SFAS No. 128, Earnings
     Per  Share.  SFAS No. 128 provides for the calculation of basic and diluted
     earnings  per  share.  Basic earnings per share includes no dilution and is
     computed  by  dividing  income  available  to  common  stockholders  by the
     weighted-average  number  of  common  shares  outstanding  for  the period.
     Diluted  earnings  per  share reflects the potential dilution of securities
     that  could  share  in the earnings of an entity. For December 31, 2000 and
     1999,  options  and warrants to purchase 30,008,629 and 4,525,001 shares of
     common  stock,  respectively,  were  excluded  from  computation of diluted
     earnings  per  share  since  their  effect  would  be  anti-dilutive.

--------------------------------------------------------------------------------
                                      F-13


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------

                   BRIGHTCUBE, INC. (FORMERLY PHOTOLOFT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


2.   BUSINESS  ACQUISITION

     On  December  20, 2000, the Company closed its acquisition of EVG. Based on
     negotiations  between  the  parties  to  and  as  set  forth  in the merger
     agreement,  the  Company issued an aggregate of 14,984,000 shares of common
     stock  (the  "Merger Shares") to the former shareholders of EVG in exchange
     for  all of the outstanding stock of EVG. Also, 3,208,600 additional common
     shares  of  the  Company  were  placed  in a twelve-month escrow account as
     security for the indemnification obligations of the former EVG shareholders
     to  the Company and others as set forth in the merger agreement. EVG had no
     options  or  other  rights to purchase its stock outstanding at the time of
     the  acquisition.  In  addition,  the  Company  agreed to assume and pay an
     $800,000  liability  of  EVG  to Marco Fine Arts (a corporation owned by Al
     Marco, the principal shareholder of EVG) and assume certain lines of credit
     with a balance of approximately $690,000 in the aggregate. The Company paid
     the  $800,000  from  its  working capital on December 21, 2000. In general,
     pursuant  to  the  merger  agreement  and the related escrow agreement, the
     Company  may  recover from the escrow for any losses, expenses, liabilities
     or  other damages due to a breach of any representation, warranty, covenant
     or  agreement  of  EVG  in  the  merger  agreement  and  for  certain other
     enumerated  items.  Upon the acquisition of EVG, the former shareholders of
     EVG  held  approximately  25%  of  the  Company's  common  stock.  However,
     Intellect Capital Group LLC continued to maintain a majority control of the
     Company's  Board  of  Directors.

     The  acquisition  was accounted for as a purchase, with the assets acquired
     and  liabilities  assumed recorded at fair values, and the results of EVG's
     operations  included in the Company's financial statements from the date of
     acquisition.  The results of operations of EVG for the period from December
     20,  2000  through  December  31,  2000  were  insignificant.

     The  components  of  purchase  price  and  its  allocation  of  assets  and
     liabilities  of  EVG  are  as  follows:

          Components  of  Purchase  Price:

          BrightCube  common  stock(a)                      14,984,000 shares
          Value  of  common  stock(b)                            $0.52 per share
                                                        --------------
                                                            $7,791,700
          Estimated  acquisition  costs                        160,000
                                                        --------------
          Total  purchase  price                             7,951,700

          EVG  shareholders'  deficiency(c)                  1,584,400
                                                        --------------
          Excess of cost over net assets acquired            9,536,100
          Less:  Accumulated  amortization                      41,100
                                                        --------------
          Excess of cost over net assets acquired, net      $9,495,000
                                                        ==============

--------------------------------------------------------------------------------
                                      F-14


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------

                   BRIGHTCUBE, INC. (FORMERLY PHOTOLOFT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


          (a)  Excludes  3,208,600  shares  of  stock  that  were  placed  in  a
               twelve-month  escrow  account as security for the indemnification
               obligations  of the former EVG shareholders to the Company. These
               shares  will  be valued and included in the purchase price if and
               when  the  shares  are  released  from  escrow.

          (b)  This  represents  the  average  stock  price  of  the  Company
               surrounding  a  few  days  before  and after the terms of the EVG
               acquisition  were  agreed  to  and  announced (December 8, 2000).



          (c)  The  fair  value  of  assets  acquired  and  liabilities  assumed
               approximates  their  book value. These assets and liabilities are
               summarized  as  follows:

               Current  assets                                     $317,900
               Property  and  equipment,  net                       165,200
               Other  assets                                         53,600
                                                                ------------
                      Total  assets                                 536,700
                                                                ------------

               Lines  of  credit due bank and related party         690,000
               Due  to  related  party                              800,000
               Other  current  liabilities                          631,100
                                                                ------------
                      Total  liabilities                          2,121,100
                                                                ------------

               Shareholders'  deficiency                        $(1,584,400)
                                                                ------------

     The  following unaudited proforma summary combines the consolidated results
     of  the  Company  and  EVG as if the acquisition took place on July 1, 1999
     (commencement  of  EVG's  operations)  and on January 1, 2000. The proforma
     information gives effect to certain adjustments, including the amortization
     of  excess  of cost over net assets acquired and salary for an EVG employee
     covered  by  an  employment  agreement.  This  proforma  summary  does  not
     necessarily  reflect  the  results of operations as they would have been if
     the Company and EVG had constituted a single entity during such periods and
     is  not  necessarily  indicative  of  results  which may be obtained in the
     future.

--------------------------------------------------------------------------------
                                      F-15


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------

                   BRIGHTCUBE, INC. (FORMERLY PHOTOLOFT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
               Year  ended  December  31,                2000         1999
               ----------------------------------------------------------------------
<S>                                                       <C>            <C>
               Net  sales                                 $  1,847,300   $   254,500
               ----------------------------------------------------------------------
               Loss  before income taxes                  $(15,758,800)  $(6,633,100)
               ----------------------------------------------------------------------
               Net loss allocable to common shareholders  $(16,116,600)  $(6,901,700)
               ----------------------------------------------------------------------
               Basic and diluted loss per share           $      (0.34)  $     (0.36)
               ======================================================================
</TABLE>

     The reconciliation of the common shares used in the calculation of proforma
     basic  and  diluted  loss  per  share  is  as  follows:

<TABLE>
<CAPTION>
                                                               2000         1999
                                                            ----------   ----------
<S>                                                         <C>          <C>
     BrightCube  Inc. basic and diluted weighted
          average  shares  outstanding                      32,788,300   11,658,200
     Weighted  average  non-escrow  shares
           issued  in  EVG  acquisition                     14,984,000    7,492,000
                                                            ----------   ----------
     Proforma  basic  and  diluted  weighted
           average common shares outstanding                47,772,300   19,150,200
                                                            ==========   ==========
</TABLE>

3.   SALE  OF  TRADE  NAME  AND  LOSS  ON  SETTLEMENT  OF  NOTES  RECEIVABLE

     On  July  31, 1998, the Company sold all its rights in and to the AltaVista
     mark  and  the  internet  domain  name "altavista.com" to Digital Equipment
     Corporation  for  a  total  of  $3,100,000,  payable  $350,000  in cash and
     $2,750,000  in  a  promissory  note.  The  note,  payable  in  12 quarterly
     installments  commencing  October 1, 1998, bore interest at 7% annually. In
     October  1999, Digital Equipment Corporation paid the Company $1,804,700 in
     full  settlement  of the note, at which time the Company recorded a loss of
     $108,100.


4.   PROPERTY  AND  EQUIPMENT

     A  summary  of  property  and  equipment  follows:

                                                 December  31,
                                                     2000
                                                 -------------
          Computer  and  office  equipment       $     961,500
          Furniture  and  fixtures                      45,900
          Leasehold  Improvement                       103,400
          ------------------------------         -------------
                                                     1,110,800
          Less  accumulated  depreciation              308,400
                                                 -------------
                                                 $     802,400
                                                 =============

--------------------------------------------------------------------------------
                                      F-16


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------

                   BRIGHTCUBE, INC. (FORMERLY PHOTOLOFT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

5.   ACCRUED  EXPENSES

          A  summary  of  accrued  expenses  follows:
                                                        December  31,
                                                            2000
                                                        -------------
          Legal  and  other  accrual                    $     257,600
          Salaries  and  wages                                218,800
          Professional  and  consulting  fees                 211,900
          Vacation                                            115,500
          Lease  termination                                   74,500
          Software  purchase                                   56,300
          Marketing  expenses                                  11,100
          --------------------------------------        -------------
                                                        $     945,700
                                                        =============

6.   COMMITMENTS  AND  CONTINGENCIES

          Leases

          The  Company  leases  its  facilities  and  certain  equipment  under
          operating leases expiring on various years through December 2004. With
          the  acquisition of EVG, the facility in El Segundo, CA is leased from
          one of  the  Company's minority shareholders, Al Marco for $11,900 per
          month  (Note  13).  The  facility  leases  require  the Company to pay
          certain  maintenance  and  operating  expenses,  such  as  utilities,
          property  taxes and insurance costs. Rent expense related to operating
          leases for the years ended December 31, 2000 and 1999 was $258,200 and
          $98,100,  respectively.

          A  summary  of  the  future  minimum  lease  payments  required  under
          non-cancelable  operating  leases  with  terms  in excess of one year,
          follows:

          Years  ending  December  31,        Amount
          -----------------------------     ------------
          2001                              $    320,100
          2002                                   270,400
          2003                                   195,400
          2004                                   173,600
          -----------------------------     ------------
          Future minimum lease payments     $    959,500
          =============================     ============

--------------------------------------------------------------------------------
                                      F-17


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------

          Employment  Agreements

          In  March  2000, the Company entered into an employment agreement with
          an  officer  for one year that provides for a base salary of $140,000.

          In  May 2000, the Company entered into an employment agreement with an
          officer  to  serve  as  Vice  Chairman  and  Chairman of the Executive
          Committee.  The  agreement term is until April 2002 and provides for a
          base  salary  of  $240,000 and a bonus of at least 25% of Based Salary
          based  on  meeting  certain  financial  goals.

          In July 2000, the Company entered into an employment agreement with an
          officer, expiring July 2003, to serve as President and Chief Operating
          Officer.  The  agreement  provides  for his nomination to our Board of
          Directors,  an  annual  base salary of $250,000 and the granting of an
          option  to purchase 1,500,000 shares of common stock. In January 2001,
          the  Company  entered  into  a  Separation and General Agreement under
          which  this executive terminated his employment and immediately vested
          options  to  purchase  500,000  shares  of common stock at an exercise
          price  of  $1.38.  These  options  are  subject to a six-month lock-up
          ending  July  19,  2001  and  will  expire  in  January  2003.

          In  December  2000,  the  Company entered into an employment agreement
          with  an officer to serve as Chief Executive Officer, reporting to the
          Board  of  Directors  for  a  period  of  three  years. The employment
          agreement  provides that the officer receives an annual base salary of
          $240,000  and  discretionary  bonus based  on  certain  revenue levels
          attained  by the Company in 2001. If such targets are met, the officer
          will  have  the option of either (i) a bonus of 100% of Base Salary in
          cash  or  (ii)  a  stock  option grant for the number of shares of the
          Company's  common  stock  equal  to 120% of Base Salary divided by the
          average  closing  stock  price.  The  officer was granted an option to
          purchase  1,500,000  shares  of the Common Stock, at an exercise price
          equal  to  $0.34,  vesting  over  three  years.

          In  December  2000, the Company entered into two employment agreements
          with  substantially  the  same terms with two officers. The employment
          agreements are for three years. The employment agreement provides that
          the  officers  will  receive  annual  base  salary  of  $100,000  and
          discretionary  bonus  based  on  certain revenue level attained by the
          Company  in  2001.  The  officer  will have the option of either (i) a
          bonus  of 100% of Base Salary in cash or (ii) a stock option grant for
          the  number  of  shares of the Company's Common Stock equal to 120% of
          Base  Salary  divided by the average closing stock price. The officers
          are  granted  an option to purchase 500,000 shares of the Common Stock
          at  an  exercise  price  of  $0.34,  vesting  over  three  years.

7.   LEGAL  MATTERS

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

--------------------------------------------------------------------------------
                                      F-18


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------

8.   DEBT  AGREEMENTS

          In  connection  with the acquisition of EVG on December 20, 2000 (Note
          2),  the  Company  refinanced  a  $690,000 bank loan assumed from EVG.
          Under  the  refinanced  terms, the $690,000 loan is due in twenty-four
          monthly  principal payments of $28,800 plus interest at the prime rate
          (9.5%  at  December  31,  2000)  plus 1.25% through December 2002. The
          refinanced  terms  also require that the Company maintain minimum cash
          balances  of  at least 1.75 times the current principal balance of the
          loan.  Should  the  cash  balance  fall  below  the  minimum  cash
          requirements,  an  amount  equal  to the principal balance will become
          restricted.  At  December 31, 2000, the Company was in compliance with
          this  loan  covenant.

          In September 1999, the Company entered into a line of credit agreement
          with  a  financial  institution,  which  provides  for  borrowing  of
          $750,000,  bearing  interest  at  28%.  In September 1999, the Company
          borrowed  $409,700  under  this  line  of credit and repaid the entire
          balance in October 1999. The line of credit expired in September 2000.


9.   SHAREHOLDERS'  EQUITY

          Preferred  Stock

          Upon  the  reverse  acquisition  and  reorganization,  the  Company
          authorized  500,000  shares of Preferred Stock, which may be issued in
          one  or  more  series.  The  Preferred  Stock  can be issued with such
          rights,  preferences,  and  designations as determined by the Board of
          Directors.

          Prior  to  the reverse acquisition and reorganization, the Company had
          authorized  5,000,000 shares of Preferred Stock to be issued in one or
          more  series.  As  of  December  31,  1998,  the Company had 2,489,009
          Preferred shares issued and outstanding, which were Series A, B and C.

          Each  series of Preferred Stock was identical in respect to rights and
          preferences,  as  follows:

          Each  share  of Preferred Stock was entitled to receive cash dividends
          equal  to $.20 per share per annum, payable prior and in preference to
          any  distribution  to  the holders of Common Stock. The rights to such
          dividends  were  not  cumulative.

          Each  share  of  Preferred  Stock  was convertible into such number of
          Common  Stock  as  determined  by  dividing  $.20  by  the  applicable
          conversion  price  in effect at the time of the conversion. Due to the
          conversion  of  the  Company's preferred stock into common stock and a
          1.513 stock split in February 1999, as well as the recapitalization of
          the  Company in connection with the reverse acquisition in March 1999,
          the  statements  of  shareholders' equity and per share data have been
          restated  for  all  periods  presented.

--------------------------------------------------------------------------------
                                      F-19


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------

          In  March 2000, the Company obtained additional financing of $980,500,
          net  of  issuance costs of $79,500, through the issuance of 106 shares
          of Series A convertible preferred stock to investors. The Company also
          issued  warrants  to purchase an aggregate of 185,500 shares of common
          stock  with  an  exercise  price  of  $3.30,  expiring March 2005. The
          preferred  stock  is  convertible  into shares of the Company's common
          stock,  based on the number of days from the issuance date through the
          conversion date, and the conversion price, which is the lower of $2.65
          or  80% of the average market price for the Company's common stock for
          the  last  five  trading  days  immediately  preceding  the  date  of
          conversion.  In  June  2000,  the  Company  redeemed all 106 shares of
          Series  A  convertible  preferred  stock  by  paying  an  aggregate of
          $1,272,000  and  issuing  warrants  to purchase an aggregate of 80,140
          shares  of  common  stock at an exercise price of $3.30 per share. The
          Company  recorded  a deemed dividend of $357,000 for the $212,000 cash
          premium  paid by the Company to redeem the stock and the $145,000 fair
          value  of  the  warrants.

          In  June  2000,  the Company issued 900 shares of Series B convertible
          preferred  stock  to  an investor for proceeds of $9,000. The Series B
          convertible  preferred  stock  was  convertible,  on or before July 8,
          2000,  into  50%  of  the  Company's  shares  of  common  stock  on  a
          fully-diluted  basis,  following  such  conversion.  In July 2000, the
          Series  B  convertible  preferred  stock  was exchanged for 27,914,023
          shares  of  common stock and warrants to purchase 11,900,000 shares of
          common stock at an exercise price of $1.65 per share. The warrants can
          be  exchanged  for  5,950,000  shares  of  common stock (a two-for-one
          basis) after December 8, 2000. This transaction has been recorded as a
          stock  issuance  cost  for  the subsequent private placement of common
          stock.


          Common  Stock

          In  February  1999,  2,844,112 stock options were exercised for common
          stock,  and  85,011  shares  of common stock were issued for services.
          Also  in February 1999, the Company converted its preferred stock into
          common  stock  on  a  1  to  1.5  basis.

          Immediately  following  these  issuances  of  common  stock  and  the
          conversion  of  preferred stock into common stock, the Company did a 1
          to  1.513  stock  split in anticipation of the Company entering into a
          reverse  acquisition. On a retroactive basis, the conversion and stock
          split  resulted in the Company having 6,650,143 shares of common stock
          issued  and  outstanding  as  of  December  31,  1998.

          Immediately  following  the  closing  of  the reverse acquisition, the
          Company  completed  a  private placement of 2,000,000 shares of common
          stock  aggregating $1,000,000. Additionally, the Company issued 25,000
          shares  of  restricted  common  stock  as payment for a portion of the
          underwriter's  commission  and adopted the 1999 Stock Option Plan (the
          Plan).  The Company then granted 225,000 options under the Plan, which
          vested  immediately  and  were  exercised  in  March  1999.

--------------------------------------------------------------------------------
                                      F-20


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------

          In December 1999, the Company issued an aggregate of 326,434 shares of
          common  stock  to three shareholders for proceeds of $500,000. Of this
          amount,  $250,000  was not paid until January 2000. In connection with
          this  issuance  of  stock,  the Company issued warrants to purchase an
          aggregate  of  66,000  shares  of common stock at an exercise price of
          $1.53 per share. The Company recorded a deemed dividend of $80,000 for
          the  fair  value  of  these  warrants.

          From  May 2000 through July 2000, the Company issued 10,646,600 shares
          in  a  private  placement  of  common stock and three-year warrants to
          purchase  5,323,300  shares  of  common  stock at an exercise price of
          $1.65  for  proceeds  of  $12,218,800,  net of stock issuance costs of
          $1,089,200. In connection with the private placement, 28,000 shares of
          common  stock  and three-year warrants to purchase 1,221,000 shares of
          common  stock  at  an exercise price of $1.65 per share were issued as
          investor  referral  fees.  The  28,000  shares of common stock and the
          1,221,000  three-year  warrants issued as fees have an aggregate value
          of  $1,263,000  and  are  considered  a  stock  issuance  cost.

          In  May  2000,  the  Company  entered  into a service agreement with a
          company to provide investor relation services over a six-month period.
          Based  on  the fair market value of the Company's common stock, 37,500
          shares  of  common  stock  were  issued  to  the consultant in lieu of
          $75,000  in  fees,  which  has  been recorded as compensation cost. In
          addition,  warrants  to  purchase  100,000  shares  of common stock at
          exercise  prices ranging from $2.75 to $4.50 were issued. The warrants
          vested  immediately,  and  their  $157,800  value  was  recorded  as
          compensation  cost.  In  November 2000, the Company entered into a new
          investor  relation's service agreement. The new agreement provided for
          the  issuance  of  200,000 shares of common stock, payment of $100,000
          and  the  issuance  of  warrants  to purchase 200,000 shares of common
          stock  at  exercise prices ranging from $2.75 to $4.50 in exchange for
          investor  relations  services  to be provided over a six month period.
          The shares and warrants are vested immediately and are non-refundable,
          resulting  in  a  measurement date upon the execution of the agreement
          and  valuation  of  $237,500 and $178,000, respectively. The values of
          these  shares and warrants are being amortized over the six month term
          of  the agreement, resulting in deferred compensation cost of $178,100
          and  $133,500 and compensation expense of $59,400 and $44,500 relating
          to  the  shares  and  warrants,  respectively.

          In July 2000, the Company's Board of Directors increased the number of
          authorized  shares  of  common  stock  to  200,000,000.

In December 2000, the Company 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  (Note  2).

          Stock  Purchase  Warrants

          In  September  1999,  the  Company issued warrants to purchase 350,000
          shares  of  common  stock  at an exercise price of $2.31 in connection
          with  a  services  agreement.  175,000  of  these  warrants  vested
          immediately,  resulting  in  deferred  compensation  cost of $218,800,
          which  was  amortized  over  the  one  year term of the agreement. The
          remaining 175,000 warrants vested during 2000 resulting in $309,800 in
          compensation  expense,  of  which  $139,500  related to those warrants
          vesting  during  the  first quarter of 2000 and originally recorded as
          deferred  compensation  cost.

--------------------------------------------------------------------------------
                                      F-21


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------

          In  November  1999,  the  Company  issued warrants to purchase 500,000
          shares  of  common  stock  at an exercise price of $1.01 in connection
          with  a  service  agreement  with  a consultant. These warrants vested
          immediately,  resulting  in  deferred  compensation  cost of $585,000,
          which was being amortized over the six month term of the agreement. In
          April  2000, the Company repriced these warrants to $0.10 and recorded
          $85,000  in  compensation  expense. In December 2000, 220,000 of these
          warrants  were  exercised.  In  January 2001, an additional 100,000 of
          these  warrants  were  exercised.

          In  March  2000,  the  Company  sold 400,000 warrants with an exercise
          price  of  $0.10  to an investor for proceeds of $10,000. The warrants
          expire  March  2005,  and  are  exercisable  as  soon  as the investor
          provides  a  term sheet to assist the Company in locating financing of
          at  least  $15  million,  regardless  of  whether  the  financing  is
          successfully  completed.  In  May  2000,  the investor provided a term
          sheet  for  assisting  the Company in locating financing. The warrants
          were  issued  and  are  subsequently  exercisable.

          In April 2000, the Company granted warrants to purchase 200,000 shares
          of  common  stock  to  a consultant at an exercise price of $0.10, and
          granted  warrants  to  purchase  100,000 shares of common stock to the
          same  consultant  at  an  exercise price of $1.00. The warrants expire
          April  2005  and vested during the second quarter of 2000 resulting in
          $682,000  in  compensation  expense.

          In  July  2000,  the  Company  issued  three year warrants to purchase
          300,000  shares  of  common  stock  at  an  exercise price of $1.65 in
          settlement  of a dispute relating to a binding letter of intent for an
          equity  financing.  The  $378,000  fair  value of the warrant has been
          recorded  as  stock  based  compensation  expense.


                                        Warrants outstanding
                      December  31,  2000                 December  31,  1999
                      -----------------------        ------------------------
                                      Wtd.-Avg.               Wtd.-Avg.
                         Shares     Exer. Price    Shares    Exer. Price
          ----------  ------------  -----------  ----------  -----------
          Beginning       916,000   $      1.05          --           --
          Granted      19,909,940   $      1.64     916,000  $      1.05
          Exercised      (220,000)  $      0.10          --           --

          Ending       20,605,940   $      1.63     916,000  $      1.05
          ===========  ===========  ===========  ==========  ===========

--------------------------------------------------------------------------------
                                      F-22


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------


          The  weighted  average fair value of warrants granted in 2000 and 1999
          was  $1.23  and  $1.82,  respectively.

          As  of  December  31,  2000,  the following common stock warrants were
          issued,  outstanding  and  exercisable:

<TABLE>
<CAPTION>
                                        Shares
                                        subject     Exercise  Fair   Expiration
                                        to warrant    price   Value     Date
          ---------------------------   ----------  --------  -----  --------------
<S>                                     <C>         <C>       <C>    <C>
          Issued  with  respect  to:
          Services  agreement              350,000  $   2.31  $1.52  September 2004
          Services  agreement              280,000      0.10   1.17  November 2004
          Issuance  of  common  stock       66,000      1.53   1.21  December  2004
          Sales  Agreement                 400,000      0.10   2.56  March 2005
          Issuance of preferred stock
          and redemption of previous
           warrants                        265,640      3.30   1.81  May  2005
          Services  Agreement              200,000      0.10   2.33  April  2005

          Services  Agreement              100,000      1.00   2.16  April  2005
          Conversion  of  preferred
          stock                         11,900,000      1.65   1.26  December  2005
          Settlement  Agreement            300,000      1.65   1.26  June  2003
          Issuance of common stock       6,544,300      1.65   1.01  May-July  2003
          Services  Agreement               50,000      2.75   0.92  December  2002
          Services  Agreement               50,000      3.25   0.90  December  2002
          Services  Agreement               50,000      4.00   0.88  December  2002
          Services  Agreement               50,000      4.50   0.86  December  2002
                                        ----------
              Total                     20,605,940
          ===========================   ==========  ========  =====  ==============
</TABLE>

          The  Company estimates the fair value of warrants at the grant date by
          using  the  Black-Scholes  option  pricing-model  with  the  following
          weighted-average  assumptions  used  for  the grants in 2000 and 1999,
          respectively:  dividend  yield  of  0; expected volatility of 199% and
          153%;  risk-free  interest rate of 6.5% and 5.5%; and an expected life
          of  two  and  half  years  and  five  years  for  all  plan  options.

          Stock  Options

          In March 1999, the Company adopted a stock option plan (the Plan), for
          its  employees,  directors,  and  consultants. The Plan was amended in
          June  1999  and  subsequently  in  December 2000. The number of shares
          authorized  for  options  under the Plan is 13,750,000. As of December
          31, 2000 there were 4,348,000 options available for grant. Options are
          exercisable  as  determined  by  the Board of Directors on the date of
          grant  and expire not more than ten years after the date of grant. The
          Company  applies  Accounting Principles Board (APB) No. 25, Accounting


--------------------------------------------------------------------------------
                                      F-23


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------


          for  Stock  Issued  to  Employees,  and  Related  Interpretations  in
          Accounting  for  Stock  Options Issued to Employees. Under APB Opinion
          No.  25,  employee  compensation cost is recognized when the estimated
          fair  value  of  the  underlying  stock  on  date of grant exceeds the
          exercise  price  of  the  stock option. For stock options and warrants
          issued  to non-employees, the Company applies SFAS No. 123, Accounting
          for  Stock-Based  Compensation,  which  requires  the  recognition  of
          compensation  cost  based  upon the fair value of stock options at the
          grant  date  using  the  Black-Scholes  option  pricing  model.

          A  summary  of  the  status  of  the Company's stock option plan as of
          December  31,  2000  and  1999 and changes during the years then ended
          (restated  to  reflect  the  1.513  stock  split in February 1999), is
          presented  in  the  following  table:

                                      Options outstanding
          --------------------------------------------------------------
                         December  31,  2000       December  31,  1999
                      -------------------------  -----------------------
                                      Wtd.-Avg.               Wtd.-Avg.
                         Shares     Exer. Price    Shares    Exer. Price
          ----------  ------------  -----------  ----------  -----------
          Beginning     3,641,501   $      0.75  5,557,518   $      0.24
          Granted       7,237,018   $      1.28  1,486,576   $      0.36
          Exercised       (81,432)  $      0.53 (3,131,187)  $      0.05
          Canceled     (1,394,398)  $      1.50   (271,406)  $      0.05
          ----------  ------------  -----------  ----------  -----------
          Ending        9,402,689   $      1.04  3,641,501   $      0.75
          ==========  ============  ===========  ==========  ===========

          Exercisable at
          year-end      2,488,404                1,685,534
                      ============               ==========

          Wtd.-avg. fair value of options
          granted during the year   $      1.40              $      1.87
                                    ===========              ===========

          Due  to  the  1.513  stock  split, the effective exercise price of the
          stock  options  originally  granted  at  $0.75  is  now  $0.48.

          In  December  1999,  the  Company  repriced 210,800 options granted to
          non-employees  in  1999  to  $1.50,  the market value of the Company's
          common  stock  on  the  date  of  the  repricing.

          During  the  year ended December 31, 1999, the Company granted 605,295
          options  to  non-employees,  resulting  in  compensation  expense  of
          $631,800.


--------------------------------------------------------------------------------
                                      F-24


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------


          During  the  year ended December 31, 2000, the Company granted 140,000
          options  to  non-employees,  resulting  in  compensation  expense  of
          $29,100.  The  Company  estimates the fair value of non-employee stock
          options  at  the  grant  date  by  using  the  Black-Scholes  option
          pricing-model with the following weighted average assumptions used for
          grants  in  2000  and  1999, respectively: no dividend yield, expected
          volatility  of  215%  and 79%; risk free interest rate of 6.5% and 5%;
          and  expected  life  of  two  and  a  half  years  and  five  years.
          Additionally,  the  Company granted 475,000 below-market price options
          to  employees,  resulting  in  compensation  expense  of  $115,700.

          The  following  table  summarizes  information  about  stock  options
          outstanding  as  of  December  31,  2000:

                 Options  Outstanding                 Options  Exercisable
                 --------------------                 --------------------
                              Wtd.-Avg.
     Range  of                Remaining    Wtd.-Avg.               Wtd.-Avg.
     Exercise    Number       Contractual  Exercise   Number       Exercise
     Prices      Outstanding  Life         Price      Outstanding  Price
     ----------  -----------  -----------  ---------  -----------  ----------

     $     0.34    2,500,000  10.00 years  $    0.34            -  $     0.00
     .44  - .50    2,472,481   7.65 years       0.48    1,628,674        0.48
     .84 -1.375    2,253,104   9.63 years       1.29      328,542        1.29
     1.50- 2.00    1,151,692   9.09 years       1.59      376,104        1.59
     2.125-2.80      545,468   9.57 years       2.47       63,363        2.47
           3.40      479,012   9.24 years       3.44       91,391        3.44
           5.50          932   8.58 years       5.50          330        5.50
     ----------  -----------  -----------  ---------  -----------  ----------
                   9,402,689                            2,488,404
                 ===========                          ===========

          While the Company continues to apply APB Opinion No. 25, SFAS No. 123,
          Accounting  for  Stock-Based  Compensation,  requires  the  Company to
          provide  pro  forma  information  regarding  net  income  (loss) as if
          compensation  cost  for  the  Company's  stock  option  plans had been
          determined  in  accordance with the fair value based method prescribed
          by  SFAS  No.  123.  The  Company estimates the fair value of employee
          stock  options  at  the  grant  date by using the Black-Scholes option
          pricing-model with the following weighted-average assumptions used for
          the grants in 2000 and 1999, respectively: no dividend yield, expected
          volatility  of 215% and 79%; risk-free interest rate of 6.5% and 5.0%;
          and  an  expected  life  of  two  and  half  years  and  five  years.

          Under  the  accounting  provisions  of SFAS No. 123, the Company's net
          loss  available  to  common  shareholders and net loss per share would
          have  been  increased  to  the  pro  forma  amounts  indicated  below:


--------------------------------------------------------------------------------
                                      F-25


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------


                                                  Years  ended
                                                   -----------
                                          December  31,  December  31,
                                              2000           1999
     ----------------------------------  --------------  --------------
     Net loss allocable to
     common  shareholders:
     As  reported                        $ (11,431,300)  $  (5,766,100)
     ==================================  ==============  ==============
     Pro  forma                          $ (12,367,500)  $  (6,012,500)
     ==================================  ==============  ==============

     Basic and diluted loss per share:
     As  reported                        $       (0.35)  $       (0.49)
     ==================================  ==============  ==============
     Pro  forma                          $       (0.38)  $       (0.52)
     ==================================  ==============  ==============


10.  INCOME  TAXES

     For  the  years  ended  December  31,  2000  and 1999, income tax (benefit)
     expense  comprises:

     2000:        CURRENT        DEFERRED         TOTAL
     ----        ---------    ------------    ------------
     FEDERAL     $     --     $       --      $        --
     STATE            800             --              800
                 ---------    ------------    ------------
                 $    800     $       --      $       800
                 ========     ============    ============

     1999:        CURRENT        DEFERRED         TOTAL
     ----        ---------    ------------    ------------
     FEDERAL     $     --     $  (628,600)    $  (628,600)
     STATE          1,800        (118,600)       (116,800)
                 ---------    ------------    ------------
                 $  1,800     $  (747,200)    $  (745,400)
                 ========     ============    ============

     The  following  summarizes  the  differences between the income tax expense
     (benefit)  and  the amount computed by applying the Federal income tax rate
     of  34%  in  2000  and  1999  to  loss  before  income  taxes:


--------------------------------------------------------------------------------
                                      F-26


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------


     Years  ended  December  31,                  2000           1999
     ------------------------------------     ------------   ------------

     Federal income tax at statutory rate     $(3,718,200)   $(1,869,200)
     State income taxes, net of federal
       benefit                                   (635,200)      (319,300)
     Compensation  associated  with
       warrant/stock  option  grants            1,435,500        402,600
     Increase  in  valuation
       allowance                                2,634,700        974,100
     Non-deductible  expense  and
       other,  net                                284,000         66,400
     ------------------------------------     ------------    -----------
                                              $       800     $ (745,400)
     ====================================     ============    ===========
     Deferred  tax  assets  (liabilities)  comprise  the  following:

     December  31,                                2000
     ----------------------------------       ------------

     Loss  carryforwards                      $ 3,626,000
     Reserves  not  currently  deductible          50,700
     Depreciation                                 (67,900)
     Compensation  and  benefits                       --
     Valuation  allowance                      (3,608,800)
     ----------------------------------       ------------
     Net  deferred  tax  asset                $        --
     ==================================       ============

     The Company has placed a valuation allowance against its gross deferred tax
     assets  due  to the uncertainty surrounding the realization of such assets.

     As  of December 31, 2000, the Company has net operating loss carry forwards
     available  to  reduce  future  taxable  income,  if  any,  of approximately
     $9,800,000  and  $5,075,000  for Federal and California state tax purposes,
     respectively. The benefits from these carryforwards expire in various years
     through  2019.

     Pursuant  to  the "change in ownership" provisions of the Tax Reform Act of
     1986,  utilization  of  the  Company's  net operating loss carryover may be
     limited, if a cumulative change of ownership of more than 50% occurs within
     any  three-year  period. The Company has not determined if such a change in
     ownership  has  occurred. An ownership change may have occurred as a result
     of the transactions as described in Notes 2 and 9. However, the Company has
     not  determined  the  amount  of  the  loss  carryover  limitation, if any,
     resulting  from  these  transactions  or  any  prior  transaction.


--------------------------------------------------------------------------------
                                      F-27


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------


11.  CONCENTRATIONS

     Major  Customers

     During the year ended December 31, 2000, three customers accounted for 19%,
     18%  and  14% of net revenues, respectively. As of December 31, 2000, these
     customers  accounted  for  52%  of  total  accounts  receivable.

     For  the  year  ended December 31, 1999, three customers accounted for 24%,
     14%  and  14%  of  net  revenues,  respectively.

     With  the  acquisition  of EVG, the Company will purchase a majority of its
     digital paper and ink from two suppliers. Management believes other vendors
     could supply similar products, but on terms that may not be as favorable as
     currently  being  offered.  A  change  in  suppliers could cause a delay in
     available products and possible loss of sales, which could adversely affect
     operating  results.

     Credit  Risk

     Financial instruments that potentially subject the Company to concentration
     of  credit  risk  consist  principally  of  cash  and cash equivalents. The
     Company  places  its  cash and cash equivalents with high quality financial
     institutions.  As  of  December  31,  2000, the Company had deposits at two
     financial  institutions  that  aggregated  $3,056,200  and  $694,700  ,
     respectively,  of  which  $100,000  each  is insured by the Federal Deposit
     Insurance  Corporation.

12.  STATEMENTS  OF  CASH  FLOWS

     During  the  year  ended  December  31,  2000  the  Company paid $9,500 for
     interest  and  $800  for  income  taxes. During the year ended December 31,
     1999,  the  Company  paid  $7,200 for interest and $1,800 for income taxes.
     During  the  year  ended  December  31, 2000, non-cash financing activities
     consisted  of  the following: the issuance of 32,500 shares of common stock
     in exchange for accrued expenses totaling $15,600; the issuance of warrants
     to  purchase an aggregate of 11,900,000 shares of common stock exchangeable
     on  a  two for one basis for common stock; the issuance of 28,000 shares of
     common  stock and warrants to purchase 1,221,000 shares of common stock for
     fees  relating  to the private placement of common stock; a deemed dividend
     of  $357,000 on the redemption of Series A Preferred Stock; the issuance of
     237,500  shares  of common stock in exchange for services; and the issuance
     of  14,984,000  shares  of common stock in exchange for EVG's common stock.
     During  the  year  ended  December  31, 1999, non-cash financing activities
     included  the  issuance  of  113,611  shares  of  common stock for services
     aggregating approximately $156,600, the issuance of 25,000 shares of common
     stock  for  the  payment  of  stock  issuance  costs  totaling $12,500, the
     issuance of 163,217 shares of common stock for notes receivable of $250,000
     and  deemed  dividends  of  $1,014,000.


--------------------------------------------------------------------------------
                                      F-28


<PAGE>
                                                                   EXHIBIT 99.11
                                                                   -------------


13.  RELATED  PARTY  TRANSACTIONS

     As  part  of  the  July  2000 private placement, the Company received gross
     proceeds  of  $13,308,000  from  which  it  paid  commissions  and  fees of
     $1,089,200.  Approximately  $630,000 of these fees and commissions was paid
     to  Intellect  Capital  Group,  LLC (ICG), a controlling shareholder. These
     fees  and  commissions  were  based on the Stock Purchase Agreement entered
     into  the  Company  with ICG on June 8, 2000 under which ICG was issued 900
     shares  of  Series  B  Convertible  Preferred Stock (Note 9) and negotiated
     before  ICG owned any Common Stock of the Company. During 2000, the Company
     owed  expenses  paid  on  its  behalf by this minority shareholder totaling
     $19,600. This amount is included in the payable to minority shareholders at
     December  31,  2000.

     Al Marco, the former majority owner of EVG and current minority shareholder
     of the Company, is a majority owner of Marco Fine Arts ("MFA"). Pursuant to
     the  acquisition  of  EVG  on  December 20, 2000, the Company has assumed a
     non-interest bearing loan of $800,000 owed by EVG to MFA and a $12,000 loan
     from  one  of  its  minority shareholders. The entire balance of both loans
     were  repaid  on  December  21,  2000  and  January 10, 2001, respectively.

     In connection with the acquisition of EVG, the Company acquired $100,000 of
     promotional  art  prints  previously  contributed  to EVG by MFA for use in
     future  promotions.  This  amount is included in prepaid expenses and other
     current  assets  at  December  31,  2000.

     Al  Marco  owns  the  building  occupied  by  the  Company  in  El Segundo,
     California  (Note  6).

--------------------------------------------------------------------------------
                                      F-29


<PAGE>