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


                                   FORM 10-KSB


(Mark  One)

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

        For  the  fiscal  year  ended  December  31,  1999

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

        For  the  transition  period  from  ________  to  ________.

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


                                  PHOTOLOFT.COM
                                  -------------
                 (Name of Small Business Issuer in Its Charter)

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

          300 Orchard City Drive, Suite 142, Campbell, California 95008
          -------------------------------------------------------------
               (Address of Principal Executive Offices)  (Zip Code)

Issuers  Telephone  Number:  (408)  364-8777
                             ---------------

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

                                      None
                                      ----
                                (Title or Class)

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

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


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<PAGE>
Check  whether  the  issuer  (1)  has  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been  subject  to  such  filing  requirements  for  the  past  90  days.

                           (1)     Yes [ X ] No [   ]

                           (2)     Yes [   ] No [ X ]

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

State  issuer's  revenues  for  its  most  recent  fiscal  year.  $254,500
                                                                  --------

As  of  March 15, 2000 the approximate aggregate market value of the outstanding
voting and non-voting common equity held by non-affiliates of the registrant was
$14,610,324  (based upon the closing price for shares of the registrant's common
stock  as  reported  by OTC Bulletin Board on that date). Shares of common stock
held  by  each  officer,  director,  and holder of 5% or more of the outstanding
common  stock  of  the registrant have been excluded in that such persons may be
deemed  to  be  affiliates  of  the  registrant. This determination of affiliate
status  is  not  necessarily  a  conclusive  determination  for  other purposes.

As  of  March  15,  2000,  the registrant had 12,881,875 shares of common stock,
$0.001  par  value  per  share,  outstanding.

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


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<PAGE>
                                  PHOTOLOFT.COM

                                   FORM 10-KSB

<TABLE>
<CAPTION>
                                  TABLE OF CONTENTS

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

ITEM 1.    Description of Business                                                                     4
ITEM 2.    Description of Property                                                                    24
ITEM 3.    Legal Proceedings                                                                          24
ITEM 4.    Submission Of Matters To A Vote Of Security Holders                                        25

PART II.
--------

ITEM 5.    Market For Common Equity and Related Stockholder Matters                                   26
ITEM 6.    Management's Discussion and Analysis or Plan of Operation                                  30
ITEM 7.    Financial Statements                                                                       41
ITEM 8.    Changes In and Disagreements With Accountants On Accounting and Financial Disclosure       41

PART III.
---------
ITEM 9.    Directors, Executive Officers, Promoters and Control Persons;ComplianceWithSection 16(a)
           of the Exchange Act                                                                        42
ITEM 10.   Executive Compensation                                                                     46
ITEM 11.   Security Ownership Of Certain Beneficial Owners and Management                             49
ITEM 12.   Certain Relationships and Related Transactions                                             50
ITEM 13.   Exhibits and Reports On Form 8-K                                                           53
</TABLE>


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<PAGE>
                                     PART I
                                     ------


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


ITEM  1.  DESCRIPTION  OF  BUSINESS

     PhotoLoft.com  is  a  photo-sharing  and  digital  imaging  e-commerce
"community",  meaning  that  individuals  with access to the Internet can store,
view  and share their personal photographic images on pages located on the World
Wide  Web  which  we  maintain  and  can  be  accessed  from  our  web  site  at
www.photoloft.com.  As  a  result, our web site is a "community" of pages on the
World  Wide  Web with images collected from around the world.  Our primary focus
is  a  business-to-business  model, whereby we make digital imaging available to
other  businesses  . In doing that, we also maintain pages on the World Wide Web
for  other  companies  that  wish  to  utilize our digital imaging capabilities.

     Our  viewing and printing technology allows users to access and print their
personal  images  quickly,  easily and inexpensively.  We organize the images on
our  web site by areas of interest. For example, a visitor interested in forests
can  access  our  web  site  and  choose  to  view a selection of web pages that
includes  images  of  forests.  Visitors  to  the  pages within our web site can
choose  from  over  90  categories  in  which to catalogue their images and view
others.  This  provides  users  with a quick reference point to access images of
interest  to them.  This also enhances our ability to attract advertisers to the
pages  within  our  web  site.

     We  generate  advertising  revenue  when  advertisers purchase space on the
pages  within  our  web  site  to post their own images and messages advertising
their  products  or services. The organization of images on the pages within our
web  site allows potential advertisers the opportunity to target their audience.


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<PAGE>
We  also  offer an e-commerce program through which we market and sell a variety
of  photo-personalized  gifts, customized greeting cards, and prints in standard
photographic  sizes  as  well  as  poster  sizes.

BACKGROUND

     Although our company was originally formed in November 1993, we adopted our
current  business  model,  which is described in the previous paragraph, in June
1998.  In  that  regard,  we  are  very much like a start-up company and we have
received  minimal  revenues  since  the  adoption  of  our  new  business model.

     Under  our  previous  business model, we operated under the corporate name,
AltaVista  Technology,  Inc.  Alta  Vista's  business  model  was formed to take
advantage  of  the  burgeoning  need  for  fun and creative applications for the
Internet.  The market place was rapidly leaving behind cumbersome computers that
required  highly  trained  operators  and was turning to PC-based computing that
allowed  people  with  average  computer skills to enter a new world.  AltaVista
began  developing  imaging  software  that made computing even more fun, and the
various  products  that were designed and marketed brought images to life on the
computer.  In  1995  AtlaVista  introduced  Howdy!,  the  world's  first  ever
multi-media e-mail tool.  Still being shipped today, the software was an instant
success  because  it  was engaging, fun and easy to use.  As a component of this
product,  AltaVista  also  established  web  pages  via  e-mail. Over the years,
AltaVista  developed  and  marketed  the  following  products:

     Howdy!  -  an  electronic  postcard  maker  for  Windows  PCs
     Howdios  -  additional postcards for  Howdy!  owners  available  on  line
     Webcannon!  -  a  system  allowing  users  to  create  web  pages
     Media  Wrangler  - a software tool allowing users to create emails which
     include  graphics  and  animation.
     SmartNet  Singles  -  thematic  Internet  access  kits
     Internet Suite  -  a suite of products designed to get users up and running
     quickly  and  easily  on  the  Internet.

     As  a  software developer, AltaVista followed the traditional revenue model
of  bundling its software with original equipment manufacturers.  As that market
evolved into a non-revenue source, we began exploring new ways to bring products
to  market  at  a  profit.  This  coincided  with  the  phenomenal growth of the
Internet  and  the  evolution  of  Internet  users who were rapidly beginning to
utilize  the  medium  as  a source of entertainment as well as information.  The
expertise  of  AltaVista  was  clearly  in  Internet  imaging technology and the
decision  was  made  to  aggregate  images  into  a  photo-sharing  community.

     In  August  1998  we sold our URL, AltaVista.com, to Digital Equipment, now
Compaq  Computer,  and  changed  our  name  to PhotoLoft.com, Inc., a California
corporation.  The  official launch of our new web site was in February 1999, the
same  month  that  Photoloft.com,  Inc.  entered into a reorganization with Data
Growth,  Inc., a non-operating public company incorporated in Nevada.  Under the
terms of the reorganization, Photoloft.com, Inc. shareholders received shares of


                                        5
<PAGE>
Data  Growth  in  exchange for their shares of common stock, Photoloft.com, Inc.
became  a  wholly-owned subsidiary of Data Growth, all of the executive officers
and  directors  of Data Growth resigned, the executive officers and directors of
Photoloft.com,  Inc. became the executive officers and directors of Data Growth,
and  Data  Growth  changed  its  name  to  PhotoLoft.com.  See "Item 12. Certain
Relationships  and  Related  Transactions."  All  of  our  business is currently
conducted  through  Photoloft.com,  Inc.  Our  principal  executive  offices are
located  at  300  Orchard  City  Drive,  Suite  142,  Campbell, California 95008
(telephone:  408-364-8777).

PHOTO  PROCESSING  TECHNOLOGY

     The continuing evolution of the Internet as an entertainment medium coupled
with  rapid  advances  in  technology  are  working  together  to  create a very
different photo processing model that the traditional chemical film based model.
Typically,  photographers drop their used film at a photo processor, return at a
later  date  to  retrieve  it,  make  decisions for additional copies of certain
photographs  and  then  return several days later to get those as well.  Digital
photography,  the Internet and advances in printing technology are changing that
model.

     As  prices  have  dropped,  sales  of  digital  cameras  have  increased
dramatically  as  they  become  more accessible to more people.  A Lyra Research
Report  issued in October 1999 estimated that worldwide sales of digital cameras
would  reach  over  18.7 million units by 2002, compared with approximately 5.67
million units in 1998.  In Japan today, sales of digital cameras exceed those of
film-based  cameras.

     Developers  of  printers  continue to focus on creating crisp, clear prints
delivered  via  the  home  printer  at  affordable  prices.  Companies  like
Hewlett-Packard  derive  more  revenue  from  ink  sales than printer sales, and
printers that provide consumers with excellent images, using a lot of ink in the
process,  help  to  drive  the  technology.

     The  pages  within  our  web  site  allow  visitors to place digital images
captured  by their digital cameras onto the Internet so that others can view the
images  by  down-loading them from the pages within our web site.  Additionally,
traditional  film-based  photos  can  easily  be  scanned  onto the Internet.  A
visitor can then choose to print the photos of choice from the comfort of his or
her  own  computer.  This  avoids getting unwanted photos, provides an excellent
storage place for the images, and ensures that photos can be found and reprinted
at  any  time.  Using  our  software,  the  prints  made  will be to the highest
resolution of the printer, which typically provides photo-finish quality prints.
All  printers shipped by Epson and Hewlett-Packard in the U.S. in 1999 have this
capability.  The  printer prices start at $250. In addition, users can designate
what  standard  photographic  size  they prefer, anything from wallet to 8"x10".

     In  addition,  on-line proofing is becoming more popular as photo-finishers
are  bowing  to  the  digital  age.  Working  with our customers Pakon and Canon
U.S.A.,  we  have  developed a DealerLoft product that allows photo-finishers to
scan  the  images  into  a  temporary  on-line  storage  location  (hosted  by
PhotoLoft.com).  Customers  have  30  days  to  move  images  into  permanent
PhotoLoft.com  files  and  can  order prints directly from the Web site.  At the
labs' and consumers' discretion, the prints are mailed to the consumer or picked
up  at  the  lab.


                                        6
<PAGE>
THE  INTERNET

     The  move  from  a chemical-based photo solution to a digital one coincides
with  the  explosive growth of the Internet into a significant global medium for
entertainment, communications, news, information and commerce. Commercialization
of the Internet began in the mid-1980s, with e-mail providing the  primary means
of communication.  However, it was the Internet's World Wide Web, which provided
a  means to link text and pictures, that has led to the blossoming of e-commerce
and sparked the explosive growth of the Internet in the 1990s.  Today, according
to  NewMedia,  at  least  100  million  people in 135 countries send and receive
information,  and purchase products and services, through  the  Internet.

     While  a  number of factors have contributed to the continued growth of the
Internet,  several  specific trends have been particularly important.  The first
has  been  the  emergence  of  community  web  sites.  Community sites provide a
platform  for  gathering  the  rapidly increasing volume of personalized content
created  by  Internet  users.  Online  communities  also provide a single online
destination  where  like-minded  users  can  interact and quickly find pertinent
information, products and services related to their particular needs.  Community
sites  generally  offer  free services including access to e-mail accounts, chat
rooms,  message  boards,  news  and  entertainment.  Through  these  features,
community  sites  can  provide  Internet  users  with the same opportunities for
expression,  interaction, sharing, support and recognition that they seek in the
everyday world.  A successful community will accomplish these goals and create a
base of loyal members who will collaborate in the evolution of the site as their
needs  and  interests  change  and  expand.

     To  date,  advertisers  on  the  Internet  have  typically used traditional
navigational  sites  and  professionally  created content sites to promote their
products  and  services online.  However, online communities allow them to reach
highly targeted audiences within a more personalized context, thus providing the
opportunity  to  increase advertising efficiency and improve the likelihood of a
successful  sale.  Moreover,  advertisers  can  track  more  accurately  the
effectiveness  of  their advertising messages by receiving reports of the number
of  end users exposed to their advertisements as well as the number of end users
who  move  directly  to  the  web  site  being  advertised.

OUR  SOLUTION

     For  Internet  consumers,  PhotoLoft.com  provides  an online photo-sharing
community  that  continues to meet the evolving needs of the marketplace.  It is
attractive  to  photographers  of  all types, from professional to neophyte, who
want  to  share  their  images, solicit comments on their photos, browse others'
pictures  and  participate  in  photo-personalized  e-commerce  or  simply  take
advantage  of a convenient solution for purchasing digital imaging supplies.  In
addition,  our  advanced  viewing technology allows users to study photos from a


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<PAGE>
number  of  different  angles  and  our printing technology allows them to print
photo-finish  quality  prints  from  their home or office printers. For business
partners, PhotoLoft.com brings a unique solution to the questions of how to make
their  sites  more interesting and ultimately more appealing to their users.  No
other  photo-sharing  web  site  on  the  Internet  currently  offers this broad
combination  of  products  and  services  to  meet  all  of  these  needs.

CONSUMERS

     Our solution is timed to take advantage of the growing popularity of online
communities.  Our  web  site  offers  an  entry  point to the Internet for users
interested  in  digital  imaging.  In  addition,  our  efforts  to  develop  an
entertaining  community  site  are positioning us well to capture a share of the
next  generation  of  Internet  users  who  will  be looking to the Internet for
reasons  other  than  information.  Internal  statistics  show  that  as  an
entertainment  medium  and  web  site,  we are not only successful at attracting
users,  but  we  also  keep  them  on the site for long periods of time and keep
members  once they upload their images.  These statistics have been supported by
the  findings  of  PCData  Online, which indicate that users spend an average of
three minutes viewing the pages within our web site.  Sharing photos with family
and  friends;  being  able to browse other photos and comment on them; and being
able  to  correspond  with  other photography buffs, all combine to make our web
site  a  popular  community  with  a  promising  future  with  new  members.

     We have also developed a multi-faceted e-commerce solution that will appeal
to  users  looking  for  photo-personalized gifts and greeting cards.  A primary
component of our e-commerce program is prints and reprints.  As on-line proofing
becomes  more  popular,  consumers  are  opting to choose which photos they want
prints  of  via  the Internet.  PhotoLoft.com facilitates the ordering, printing
and delivery of those prints.  Another component of the e-commerce program is in
place  today  and offers customers a choice of 15 photo-personalized gift items.
For  example,  end  users can purchase shirts, coffee mugs or puzzles with their
photographs  printed  on  them.  Yet another facet of our  e-commerce program is
photo-personalized  cards,  which are greeting cards with particular photographs
printed  on them  which include personalized greetings drafted by the purchaser.
The  unique  design of this program allows PhotoLoft.com to generate advertising
revenue  by  displaying  banner  advertisements  while  customers  create  their
product,  as well as e-commerce revenues once the end user purchases the product
using  their  credit  card.  The  next component of the e-commerce solution will
include  on-line sales of digital imaging products such as cameras, scanners and
printers and will be implemented over the next year.  In addition, we will offer
printing  paper  and  ink  cartridges  for  sale  at costs competitive with more
traditional  retail  outlets.

ADVERTISERS

     PhotoLoft.com  offers  a  highly  focused  web  site, which is particularly
attractive  to  advertisers.  Advertisers purchase space on the pages within our
web  site  to  post  their own images and messages advertising their products or
services.  The  fee  for  the advertisements is based upon the number of times a
particular  advertisement  is  displayed to a visitor accessing our site and the


                                        8
<PAGE>
aggregate  number  of  visitors  that  are  exposed  to the  advertisement.  The
organization  of  images  on the  pages  within  our web site  allows  potential
advertisers the  opportunity to target their audience.  Through our 90 different
categories of  photographs,  advertisers  can choose to target their audience as
much or little as  possible.  Combined  with  PhotoLoft.com's  community,  which
sponsors contests and provides  information and news about digital imaging,  the
web site is a very attractive option for advertisers that can choose traditional
banner  advertising  on  ultra-targeted  pages or  sponsorships  of the  various
activities   available   at  the  site.   Sponsorships   tend  to  be  long-term
relationships  between  companies with increased  opportunities for revenue than
simple banner  advertisements  that involve the placement of a banner on the web
page being viewed by an end user.

BUSINESS  PARTNERS

     The PhotoLoft.com web site attracts users who are interested in photography
and  would  like  to  share  that  interest  with  others.  As  members  join
PhotoLoft.com  they  upload  images  and return to our web site several times to
view the images as opposed to some online communities where it is easy to switch
to  a  competitive  site.  As  discussed  by PCData Online, statistics show that
PhotoLoft.com  is  a  "sticky" site, in that it attracts users for an average of
three minutes per visit, a very important point for advertisers on the web site.
Examining  photos  takes  more  time than simply scanning most web sites.  Also,
PhotoLoft.com users then zoom in on or pan the image they have chosen an average
of three times.  This feature is very important because each time it is accessed
it  increases the total amount of time a user is on the site.  These two factors
combined  have  made  PhotoLoft.com  very  attractive  to  other  web  sites and
businesses that are constantly looking for ways to increase the traffic on their
web  sites,  create  "stickier"  web  sites  and  provide  a  more  entertaining
experience.  To  meet  this  need,  PhotoLoft.com  developed  strategies  and
procedures  for  capitalizing  on  a  number  of  co-branding  and private label
opportunities.

     The  final  component  of  the  e-commerce  solution  involves
PhotoLoft.com-enabled  e-commerce.  This  product  is  being developed on demand
from  professional  photographers,  who  will  utilize  PhotoLoft.com to display
photos  taken  for  events.  Potential  customers  can  browse  the  photos in a
PhotoLoft.com album created by the photographer and then print directly from the
web  site.  The  photographer will be reimbursed based upon the number of photos
printed.  Targeted  markets  for  this  include  sports  photographers,  wedding
photographers  and  event  producers.


TECHNOLOGY

     What  makes our site truly useful to users is the technology.  Our software
greatly simplifies the task of displaying images on the Internet.  End users can
view small images of several photographs before deciding to enlarge a particular
photograph.  End  users  can also compress the image and forward it to a friend.
We  have  also  taken  Internet digital imaging a step further with our advanced
viewing  capabilities.  Users  can  zoom in on or pan an image, allowing them to
observe  even  the  tiniest details or enjoy the full panorama of a photo.  This


                                        9
<PAGE>
technology,  which  is  compatible  with  all  on-line  auction  sites, makes us
particularly  popular  with  bidders  closely  scrutinizing  their  potential
purchases.  In  addition,  to  take full advantage of the digital revolution, we
allow  users  to  print  their  pictures at home.  This home photo processing is
comparable to the current photo finish quality, and is cost competitive with the
traditional model of film processing with the added advantages of allowing users
the  convenience  of  printing  only  the  photos  they  want, at the sizes they
designate  from  the  comfort  of  their  homes.

STRATEGY

     In  order  to  achieve our goal of becoming the most complete photo-sharing
e-commerce  community  on  the  Internet,  we  have  implemented a multi-faceted
strategy to enhance the content and features available on our web site, increase
the  amount  of  traffic on our site, expand advertising sales and sponsorships,
and  develop  a  variety  of  e-commerce  solutions.

ENHANCE  OUR  ONLINE  COMMUNITY

     We continue to evolve our site to offer the latest in technology as well as
the  latest  trends in Internet communities.  Recently, we began to aggressively
upgrade  the  look  and  feel of our site, creating new and popular contests and
encouraging  users  to  comment  on  photos  using a "guest books" feature which
allows an end user to write comments about a given photo and post those comments
for  others  to  read.  We  have  also  brought new users to the site through an
e-invitation e-mail program which allows end users to send emails to other users
inviting  them  to  view  photos  at  Photoloft.com

     New  developments  trend  into  two  distinct  arenas:  technology  and
entertainment.  Technically, we are working to add new features that enhance our
web  site,  such  as advanced image editing which will allow users to manipulate
photographs to crop the images or eliminate red-eye, for example, and simplified
image  uploading.  We  realize  that to be successful, we must have an extremely
easy,  user-friendly  site. We recently instituted a "feedback" page on the site
that  allows  users to communicate their ideas easily and quickly with us.  Many
of  our  new enhancements will be derived from this user interface.  We are also
working  to  cut  the costs of technology.  As our web site continues to grow we
can  achieve  many cost efficiencies.  For example, our engineers are working to
lower  our operating by developing new technologies for image hosting.  Finally,
we  are  devoted  to  Internet  image  hosting, and as that develops, we plan to
remain  on  the  forefront  of  the  technology.

     Perhaps even more important is the entertainment component of the site.  We
are  constantly  on  the  lookout  for new ideas that will enhance the community
experience for our users.  In the very near term we anticipate adding additional
contests,  an  automated  address  book  for  emailing  purposes  and  private
communication  between  membersDuring  the  second  quarter of 2000, we plan to
bring  on  e-marketing  staff  that will continue to develop member newsletters,
contests  and digital imaging content to make our site even more interesting and
useful  to  members.


                                       10
<PAGE>
TRAFFIC  GENERATION

     We  have  made  a  strategic  decision  to  make traffic generation our top
priority.  In  order to accomplish this, we intend to enter into co-branding and
private  label web site linking relationships with other companies. A co-branded
web  site  is  composed  of  a  collection of web pages within our web site that
include  our  Photoloft.com  brand features as well as the brand features of the
company  that contracts with us.  This collection of pages is also linked to the
other  company's  web site. Thus, end users are exposed to the brand features of
two  or  more companies in equal amounts. On the other hand, a private label web
site is composed of a collection of web pages within our web site which includes
only the brand features of the company that contracts with us.  As a result, end
users  are not made aware of the fact that they are visiting a collection of web
pages  within  our  web  site.  The only indication that we have any involvement
with  a  private  label  web  site  is  the following statement, usually located
towards  the  bottom  of  a  web  page:  "powered  by  PhotoLoft.com".

     Currently,  we have over 80 co-brands and private labels launched.  We also
intend  to  develop  co-branding  relationships  with  original  equipment
manufacturers  of  digital  imaging  equipment.  We  currently  enjoy successful
partnerships with original equipment manufacturers of digital cameras, scanners,
printers  and  other  digital  photography  equipment,  including,  Pakon, Canon
U.S.A.,  Epson,  and  Hewlett-Packard.  Our partners ship copies of our software
with  new equipment; advertise PhotoLoft.com on their boxes; feature our site in
box inserts and/or user guides; create links from their web sites; and/or upload
directly  to  PhotoLoft.com  from  their  commercial  scanners.

     Typically  original  equipment manufacturer relationships are manifested as
co-branded  web  pages,  whereby  users  on  the original equipment manufacturer
partner's home page can click through to a page featuring the original equipment
manufacturer's  branding  along  with  PhotoLoft.com  branding.  As users browse
through  the page and take advantage of all our unique features, they constantly
see  both  the  brands of the original equipment manufacturer and PhotoLoft.com.
This  is very popular with original equipment manufacturer's that understandably
are  reluctant  to send potential customers to another web site.  PhotoLoft.com,
the  original  equipment  manufacturer and the user are all winners: we grow our
user  base  and  image bank; the original equipment manufacturer is perceived as
offering a value-added service; both companies share in the revenue generated by
advertising  sales  and  e-commerce; and the user has an opportunity to join our
community.  See  "Marketing  and  Promotion--Co-Branding  Agreements."


     We  are  currently  striving  to  increase  the  amount  of  private  label
relationships  we  have.  This concept was pioneered when we developed a private
label site for the Walt Disney Company in conjunction with Disney's launch of "A
Bug's  Life."  Under  this  concept,  a  partner  company,  such  as Disney, can
commission  us  to  create  a  collection  of  pages within our web site that is
branded  exclusively  for them, giving users the impression they have never left
the  original  site.  As an added feature, the private label partner can specify
parameters  for the pages, including content and advertising.  The advantages of
a  private label site are numerous for both the partner and us.  The partner has


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<PAGE>
total control over the site, including tight security, the chance to communicate
with  visitors  and  reinforce  its  brand.  We  add  to  our  image bank, enjoy
additional  traffic  and  participate  in  revenues generated via e-commerce and
advertising  sales.

     Our  private  label  program  allows  partners  to  choose  how  to feature
PhotoLoft.com  or  offer its services.  That way, we are not a competitor, but a
value-added  supplier  and  partner.  As  we  add  private  label  agreements,
PhotoLoft.com  will  quickly  become  the digital imaging host for the Internet.
See  "Marketing  and  Promotion--Private  Labeling  Agreements."

ADVERTISING

     As  advertising  costs  continue  to  spiral  upward, savvy advertisers are
constantly  on  the  lookout  for  innovative  ways  to deliver their message to
increasingly  targeted  audiences.  The Internet is an excellent medium for this
targeted  advertising  and  our  web  site  is  an  ideal  program, acting as an
electronic alternative to printed photo magazines. Advertisers purchase space on
the  pages within our web site to post their own images and messages advertising
their  products  or  services.  The fee for the advertisements is based upon the
number  of  times a particular advertisement is displayed to a visitor accessing
our  site  and  the  aggregate  number  of  visitors  that  are  exposed  to the
advertisement.  The  organization  of  images  on  the pages within our web site
allows  potential  advertisers  the  opportunity  to  target their audience. For
example,  a maker of hiking boots may wish to expose its advertisements to users
with  an  interest  in  forests.  On  our  web  site,  it can accomplish this by
including  its advertisements on pages which include images within the "forests"
category  of  our  site.

     Our  unique  design  allows users to generate numerous impressions based on
just one picture.  Users publishing complete albums create an exponential number
of  impressions.  Each  additional  impression allows an advertiser to display a
new  image  to  our  visitors  and  increases  our  revenue.

E-COMMERCE

     E-commerce  is  a  growing phenomenon of the Internet and we intend to take
advantage of this opportunity by offering convenience and quality to buyers.  We
currently  offer  a  wide selection of prints, photo-personalized greeting cards
and  photo-personalized  gifts.,  See  "Products  and  Services--E-Commerce."

PRODUCTS  AND  SERVICES

OUR  WEB  SITE

     Our  web site at Photoloft.com was created to give our members a collection
of  web  pages  on  which to place and store their pictures; a way to categorize
their  memories;  and  a  mechanism for sharing their photos.  Members can store
photos  on  pages  within  our  web  site;  utilize the site's album metaphor to
organize  the  photos; and either view them on-line, through high quality output
devises  such  as  television,  or  print  them  using  our  print  technology.


                                       12
<PAGE>
     Once  users  arrive  at  our  site, navigating the different pages is quite
simple.  Immediately,  users  can  opt to sign up, upload their photos or search
for  a  specific  album.  Following  this  lead navigation bar, users can scroll
through  the  90 photographic categories ranging from animals to news to travel.
Views  of  photos  are only a click away.  Users choosing to upload a photo must
first  join  PhotoLoft.com  by  completing  a  very  brief registration form and
agreeing  to  the  site's terms and conditions.  Once that is handled, users can
load  their  images three ways, via the digital camera, scanning or emailing the
image.  They  are  automatically  stored  in  an "album" which can be edited and
manipulated  very  easily  at  any time.  In addition, our current relationships
with  Pakon  and  Canon  U.S.A.  allow members to upload photos to PhotoLoft.com
utilizing  local photo-finishers equipped with Pakon scanners or the Canon Hyper
Photo  Network.

     One  of the unique and attractive features of our web site is the community
experience. The importance of community cannot be underestimated: Internet users
are  looking  for interaction and the "community" experience fulfills that need.
The  longer users stay on the site, the more opportunity web sites have to raise
advertising  and  other  revenue.  Our  site currently features 90 categories of
images  that  users  can  browse  through.  These  categories  represent the top
subjects that photographers typically photograph.  In addition to giving users a
convenient  way  to  view  photos,  the  segmentation is attractive to potential
advertisers  that  can use the categories to target audiences.  For example, pet
food  ads can be featured on the "Pet" section of our site.  The categories also
help  draw  viewers  deeper  into the site, increasing the number of impressions
received  and  the  number  of  images  served.  This,  in  turn, makes our site
particularly  attractive  for  advertisers, thereby increasing opportunities for
advertising  revenues.  See  "Advertising."

     Other  features  on  our  site  that contribute to the community experience
include  photo  comments,  photo  sharing,  and user participation via contests.
Using  our  Guest  Books feature, users can comment on various images throughout
the  site.  Those  comments  can  then  be viewed by anyone accessing the photo.
This is a particularly popular feature for professional models, who use the site
to post their portfolios, and professional photographers.  A unique component to
the Guest Books feature is an e-mail service that will alert users when comments
about  their  images  have  been  received.

     Our site provides an ideal vehicle for users to share images easily through
its  e-invitation  feature.  Members simply e-mail their friends and family when
they  post  a  photo  or  album  they  want  to  share.  Rather  than tie up the
recipient's computer with large e-mail files carrying photos, our system invites
the recipient to view the photo or album by using a link between the text of the
email  and the web page continuing the image.  This system is extremely easy and
popular;  is  very  fast  since  it  does  not  download  actual  photos  to the
recipient's PC; it brings more users to our site; and generates revenue as those
new  users  can  purchase  prints,  greeting  cards or merchandise utilizing the
photo.


                                       13
<PAGE>
     Another  important  aspect  of  our community experience is the content and
other  forms of entertainment on our site.  Currently, our users can participate
in two contests on our site: "image of the week" and "album of the week."  Users
are invited to submit their work for these contests and all interested users are
allowed  to  vote.

TECHNOLOGY

     One  of  our  competitive  advantages  is  our  unique advanced viewing and
printing  technologies.     They  are  both  based on Hewlett-Packard's FlashPix
technology,  but take the concept a step further, allowing for the simplicity of
viewing  and  ease  of  printing.

     Our  advanced  viewing capability is unique to our site and allows users to
zoom  in  on or out of a photo and examine the details of an image.  Conversely,
users  can  also  pan  an  image to enjoy the full panorama of the photo.  These
features  are  available  directly from the user's browser, requiring no special
down loads or add-ons and are particularly popular with users of on-line auction
sites.

     Our  proprietary  printing  technology allows users to print to the highest
quality of their printer, giving them crisp, clear photos.  Most technology only
allows users to print 72 dots per inch using the "screen print" feature on their
personal  computers.  With our technology and the appropriate printer, users can
easily  print photos that rival those printed at the top photo finishers. Prices
for these printers start at approximately $250 and every Hewlett-Packard printer
shipped after 1998 has this ability. In addition, the technology allows users to
grab  and  print the identified image, rather than printing the entire page, and
gives  users a variety of size options ranging from 8"x10" to wallet sizes. This
technology  directly  rivals  the  traditional  photo  processing  model.  It is
changing  photo  printing,  allowing  photographers  to  bypass  the local photo
finishers.

     Another advantage that we have is our experience in quickly and efficiently
creating  and  launching private labels and co-brands.  Once a contract with the
customer  is  finalized,  the  implementation  phase  begins.  Co-brands  can be
launched within hours of receiving the appropriate artwork.  Private labels take
longer  depending upon the amount of customization negotiated; however, they are
typically  launched  within  a  week.

ADVERTISING

     PhotoLoft.com  offers  a  highly  focused  web  site, which is particularly
attractive  to  advertisers.  Advertisers purchase space on the pages within our
web  site  to  post  their own images and messages advertising their products or
services.  The  fee  for  the advertisements is based upon the number of times a
particular  advertisement  is  displayed to a visitor accessing our site and the
aggregate  number  of  visitors  that  are  exposed  to  the advertisement.  The
organization  of  images  on  the  pages  within  our  web site allows potential
advertisers  the  opportunity to target their audience. Through our 90 different
categories  of  photographs,  advertisers can choose to target their audience as
much  or  little  as  possible.  Combined  with PhotoLoft.com's community, which


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<PAGE>
sponsors  contests  and provides information and news about digital imaging, the
web  site  is  a  very  attractive  option  for  advertisers,  that  can  choose
traditional  banner  advertising  on ultra-targeted pages or sponsorships of the
various  activities  available  at  the site.  Sponsorships tend to be long-term
relationships  between  companies  with increased opportunities for revenue than
simple  banner  advertisements that involve the placement of a banner on the web
page  being  viewed  by  an  end  user.

E-COMMERCE

     We  have  taken  a  multi-faceted approach to e-commerce and expect that it
will  become  an important revenue stream in the future.  The first phase of our
e-commerce  solution,  photo-personalized  gifts,  is  already  in place.  Users
currently  have  a choice of over 15 gift items, ranging from T-shirts to coffee
mugs,  all  emblazoned  with  the  image  of their choice.  PhotoLoft.com is the
aggregator  of  vendors providing these services.  As orders are received on the
PhotoLoft.com  site,  it  is  forwarded  to  the  vendor, who is responsible for
fulfilling  the item and shipping it to the customer.  PhotoLoft.com is notified
when  the  item  order  is  received,  and  when  the  item  is  shipped.

     An  important adjunct to the photo-personalized gifts are prints.  With the
increasing popularity of on-line proofing coupled with PhotoLoft.com's exclusive
relationships  with  Canon U.S.A. and Pakon, prints and reprints are becoming an
increasingly  important component of our e-commerce solution.  Consumers seem to
be  attracted  by  the  ability  to  order prints only of photos they value, the
choice  of  ordering  a  range  of  sizes and infinite number of prints, and the
permanent  storage  of  high-value  images.

     The  next  phase  of our e-commerce solution is photo-personalized greeting
cards.  Other  sites offering online greeting cards have generated a significant
amount  of  traffic,  and  printed  photo-personalized  greeting cards have also
become  quite  popular.  Our  greeting  card  solution  combines  both  of these
successful approaches into an easy Internet solution.  Initially our members are
able  to  choose from over 220 exclusive card designs, ranging from birthdays to
bar  mitzvahs, that can not only be photo-personalized, but also customized with
the  greeting  of the members' choice.  The cards can be e-mailed or printed and
mailed.  Because  of  our  proprietary  printing  technology,  the  home printed
greeting cards will be of the same quality as those purchased in stores with the
added  bonus  of being photo-personalized.  In addition, the user can provide us
with  the  appropriate  address(s) and we will print and mail the card for them.
Addresses  can  be  uploaded  to PhotoLoft.com directly from the customers' Palm
Pilot or address book. Users can order up to 500 copies of a greeting card to be
printed  and  either mailed to them or distributed to a mailing list provided to
us.  Adding  to  the  convenience  is  a  planned  value-added service that will
trigger  an  e-mail reminder when an important "card giving" occasion, such as a
birthday  or  anniversary,  is  approaching.

     We  are  also looking to develop and launch a wide array of consumables. By
simply clicking a mouse button, users will be able to order paper, ink, cameras,
scanners  and  other  digital imaging and photo sharing equipment on our site. A
helpful  reminder  service will prompt users to periodically check their ink and


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<PAGE>
paper  volumes  to ensure they have a continuous supply.  Once ordered, the item
will  be  delivered  to the address indicated within a specified time frame.  We
expect  to  launch  this service during 2000 and anticipate entering into resale
agreements  with  wholesalers  of  digital  imaging  products.

     During  the  second  quarter  of  2000  we  will  expand  our  e-commerce
opportunities  to professional photographers choosing to partner with us.  Under
this  scenario,  professional  photographers  will upload photos from a specific
event  to  their  album  and  utilize  our  e-invitation  email system to notify
customers  that  the  photos are available for viewing.  Customers can then view
the  photos,  choose  those  they  would like to purchase, indicate the size and
number  they want and place the order, all on-line.  This option is particularly
attractive  to  wedding  and special event photographers.  This component of our
service  will  have  a  "lock out" provision on the printing technology to deter
users  from  simply  printing  their  own  images.

PRODUCT  DEVELOPMENT

     Product development on our site continues at a rapid pace.  We hired a site
producer  in May 1999 and have identified and implemented 58 additional features
to our web site. These included advanced image editing like cropping, "red eye,"
spinning  and  introduction  of additional contests, such as a Treasure Hunt; an
audio  feature for slide shows; introduction of a newsletter focusing on digital
imaging  and  photography;  customized  album  designs;  and  much  more.

     Due to the rapid acceptance and rising demand for the co-brands and private
labels,  we  have  focused  many  of  our resources on those products during the
latter  half  of  1999  and  beginning of 2000.  We are currently staffing up to
handle  this  demand.

     We  also  introduced  our DealerLoft product in February 2000 at the annual
PMA  show in Los Vegas.  This product provides professional photo-finishers with
a  customized back-end Internet solution.  Utilizing this model, photo-finishers
upload  consumers' images into a temporary storage area hosted by PhotoLoft.com.
Customers  are instructed where and how to find the images at the time they drop
off  their  film.  From  the comfort of their homes or offices, they can look up
their photos, choose which ones they want prints of, order  the correct size and
number  of prints and, pay on-line if they choose.  The prints are either mailed
to  the  appropriate  address or they can be picked up at  the  photo-finishers'
location.  All photo-finishers can upload to PhotoLoft.com  with the appropriate
software  provided  by  us.  In addition, photo-finishers  utilizing  the  Pakon
scanner  or  Canon  Hyper  Photo System automatically upload into PhotoLoft.com.

MEMBERSHIP  PLANS

     We  currently  offer  two  membership  plans.  Our  free  membership allows
members  to  access  up to 20 megabytes of storage, enough for approximately 200
photos.  We  also offer members a premium account at a price of $29.95 annually.
This  service  gives users an additional 30 megabytes of storage and merchandise


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<PAGE>
discounts.  The  true  benefit  of  the  Premium Account to us is that it allows
co-brand partners to bundle the Premium Account with the other products creating
a  perception  of  value  for  the  consumer.  See  "Marketing  and
Promotion--Co-Branding  Agreements."

ADVERTISING

     As  advertising  costs  continue  to  spiral  upward, savvy advertisers are
constantly  on  the  lookout  for  innovative  ways  to deliver their message to
increasingly  targeted  audiences.  The Internet is an excellent medium for this
targeted  advertising  and  our  web  site  is  an  ideal  program, acting as an
electronic  alternative  to  printed  photo magazines.  Our unique design allows
users  to  generate  numerous  impressions  based  on  just  one picture.  Users
publishing  complete  albums  create an exponential number of impressions.  Each
impression  allows  advertisers  to  reach an increasingly targeted audience, an
advantage not lost upon cost-conscious advertisers looking for value.  Also, the
unique  nature of our site brings a virtually unlimited number of viewers to the
site  each  day  to  view  the  photos.

     In  addition, the community nature of our web site creates opportunities to
further  segment  the  audience,  giving  advertisers an even more targeted buy.
Similar  to the already successful community sites, our community encompasses 90
categories  of  popular  targets  ranging  from  astrology to zoos.  Enthusiasts
simply post their photo albums to these communities, where they can share images
while  seeing  the  latest  from  advertisers  in  that  field.

     We  have  entered  into  an  agreement  with  Adsmart,  an  advertising
representation  firm, to ensure that we maximize the opportunities available via
advertising  sales.  Adsmart  is  the  industry's  largest  site-focused  online
advertising  representation  firm.  It  has  more  than  175  premier web brands
totaling  1.2  billion impressions per month.  The contract guarantees that 100%
of  our inventory will be sold each month.  The cost per thousand impressions is
based  on a sliding scale.  This number will increase as we continue to increase
the volume of traffic to our site.  In addition, we can receive more revenue per
cost  per  thousand  by  providing numerous ultra-targeted channels, such as the
categories.  Working with Adsmart, we have begun to target key affinity networks
that  will  utilize  our  site  as  an  advertising  venue.

     Recognizing  that  the  traditional banner advertising will, by definition,
eventually  reach  a  cap, we are beginning to explore more creative advertising
sales  opportunities.  Our  promotions  are  primarily  taking  the  form  of
sponsorship  opportunities.  Under  this  scenario,  advertisers can "sponsor" a
contest  or  other form of entertainment on our web site.  The advantages to the
sponsor  are  that  it  gets  a  more  focused  audience, since visitors want to
participate  in  the event the message can be more advertorial, usually carrying
more  credibility  with  the  target  audience; and it is not competing with the
myriad  of  other messages typically found on web sites.  The advantage to us is
that  it  allows us to work in conjunction with advertisers as business partners
to  create  venues  that  will  enhance the community facet of our web site and,
ultimately,  increase  our  membership.  Sponsorships also have the potential to
generate  more revenue than most banner ads.  We are currently in the process of
bringing  on  additional  staff to maximize our revenues generated by promotions
and  advertising  sales.


                                       17
<PAGE>
     Typical  advertisers  and  sponsors  on  our  site  include  Visa,  Intel,
About.com,  TravelNow,  and  Hewlett-Packard.  Our  contract  with  Adsmart will
increase  the  number of advertisers and allow  us to target certain advertisers
that  will  benefit  by  the  site's  unique  community  set  up.

MARKETING  AND  PROMOTION

     We  market  our  site  through  the  following  three  primary  channels:

     1.     links  to  other  sites;
     2.     co-branding  agreements;  and
     3.     private  labeling  agreements.

LINKS  TO  OTHER  WEB  SITES

     Web  site  partnering  arrangements  allow  us  to recruit members from the
broadest  of  populations.  We  already  have  agreements  in  place with Compaq
Computer, through the AltaVista search service, , and Tribal Voice, guaranteeing
exposure  to  approximately  30  million  potential  users  per  day, and we are
actively  pursuing  additional  agreements with high traffic web sites.  To that
end,  we  are actively utilizing banner swaps in our advertising program.  Under
this  scenario,  we gain advertising space on targeted web sites in exchange for
running  that web site's banner ads for free.  This barter arrangement allows us
to  advertise  without  incurring  the  expense  that is usually associated with
Internet  advertising.

CO-BRANDING  AGREEMENTS

     Co-branding  agreements  are  particularly  popular with original equipment
manufacturers.  Typically  these  agreements  call  for  a  co-branded web page,
featuring  the  look  and  feel of our site along with the brand features of the
partner  company.  Usually  this brand is found in the upper right corner of the
home  page.  The  partner  companies  also advertise PhotoLoft.com through their
packaging  by  including  our  logo  on  the  box, inserts in the packaging, and
mentions in the users' manuals or newsletters.  The co-branded page is linked to
both  our web site and the partner company's web site. As an added inducement to
utilize  our  site,  all  purchasers  are  offered  premium accounts at no extra
charge.  We share with our partners any revenues generated via advertising sales
and  e-commerce  from  the  co-branded  page.

     The  original  equipment  manufacturer  views  adding  our  software to its
package  of  products  as  a value added benefit for the consumer.  In addition,
depending  upon  the  original  equipment  manufacturer  partner, we can help to
increase  sales.  For  example,  Hewlett-Packard,  can  increase sales of ink as
consumers  print  high  resolution  photos--enabled  by our proprietary printing
technology  on  their  printers.  Currently we have co-brand agreements in place
with  Epson,  Casio,  Hewlett-Packard  and  others.  We  are actively engaged in
discussions  to  develop  additional co-branding agreements with other web sites
and  Internet  companies.


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<PAGE>
     As  our  business  development team grows, co-branding agreements are being
marketed  to other sectors as well.  A recently signed agreement is with PowWow,
a fully integrated instant messaging and online community with over four million
users,  that  was  developed  by  Tribal Voice.  Under terms of the arrangement,
PowWow  users  will  be notified that they have received a free one-year premium
account with PhotoLoft.com.  Announcements in the online newsletter will further
explain  the program and a direct link from the PowWow web site will bring users
to  our  site.  Tribal  Voice was searching for a photo sharing solution for its
site,  photos  being  a  critical  component in the success of a community site.
PhotoLoft.com was an excellent solution as our model of co-branded sites allowed
PowWow  to  keep  its branding program intact while offering an additional value
added  service  to  its  users.

PRIVATE  LABEL  AGREEMENTS

     Our  unique  web  site  architecture  allows  us  to  offer  private  label
agreements  to  partner  companies.  A  private  label web site is composed of a
collection  of  web  pages  within  our  web  site which includes only the brand
features  of the company that contracts with us.  As a result, end users are not
made  aware  of the fact that they are visiting a collection of web pages within
our  web  site.  The only indication that we have any involvement with a private
label web site is the following statement, usually located towards the bottom of
a web page: "powered by PhotoLoft.com". In these agreements, the partner company
pays  an  initial  development  fee  and  we share any advertising or e-commerce
revenue  generated  from  the  pages.

     The  most  prominent example of a private label site was the one created by
PhotoLoft.com  for  the Walt Disney Company in conjunction with its launch of "A
Bug's  Life."  As  our  marketing  efforts  mature, we are finding more and more
opportunities to create private label sites.  They are particularly appealing to
online  portals  that  are  reluctant  to  lose  their branding but want a photo
sharing  community  as  a component of their  portfolio as well as home-building
pages,  which  offer  photo-hosting  as  a  competitive  service.

OPERATIONS  AND  SYSTEMS

ADMINISTRATIVE  OPERATIONS

     To  provide  our  members with the most efficient, flexible, and innovative
services possible, our administrative operations combine in-house and outsourced
services  and functions.  Our strategy is to keep our in-house staff small, with
a  focus  on  core competencies in technical and research and development areas,
and  to  outsource other functions and projects on an as-needed basis.  Internal
functions  currently  include  account  management,  traffic  management,  and
managerial  projects  focusing  on  the  development  and management of business
partnerships  with  appropriate  parties.  At  this  point, outsourced functions
include  e-commerce  business  services  and maintenance of network hardware and
Internet  connections.


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<PAGE>
SYSTEMS

     The equipment that supports our web site is located in a secured individual
cage  space, meaning that the equipment is surrounded by a locked metal cage, at
the  San  Jose,  California  web  site  hosting  facility  operated  by AboveNet
Communications,  Inc.  AboveNet is the architect of the global, one-hop Internet
Service  ExchangeTM , a network delivering Internet connectivity and co-location
solutions  for companies such as ours.  We have a co-location agreement in place
with AboveNet.  The agreement has a term of one year. AboveNet also provides our
web  site  with  its  connection  to  the  Internet  and also houses some of our
equipment.

     Our web site is supported by on a series of Intel Pentium II Dual Processor
Servers.  These  servers share the obligation of supporting our web site in such
a  manner that when one is overburdened, it shifts the excess obligation another
server.  This  provides  substantial  assurances  that  our web site will remain
accessible to users.  Our site currently utilizes several Dual Processor Pentium
III  400s with three gigabytes of storage space to support the web site and Dual
Processor  Pentium  III  400's with one and a half terabytes of storage space to
support  the  images  posted  on  our  web  site.  Currently, there are two dual
Processor  Pentium  III  400s  with 25 gigabytes of storage space to support our
database  engine  that  catalogues  photographs  and  maintains other data.  The
combination of a database server, several image servers, and several web servers
is  called  a  "pod",  and  we  add  pods  as  our  community  grows.

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

     Since  January  1998,  our  site  has  been  available for use by end users
approximately  99.6%  of  the time. This service time excludes outages that were
due  to "act of god" or catastrophic failure of the hosting service unrelated to
any  specific  PhotoLoft.com  software  or  hardware  issues.

COMPETITION

     Competition  in  the  Internet  photo  sharing and digital imaging arena is
intensifying.  When  we  began  development  of  our  site  in  1998  there were
virtually  no competitors.  By the time that our site was officially launched in
February 1999, several potential competitors had emerged and we are aware of new
companies  planning to enter the market in the near future.  As one of the first


                                       20
<PAGE>
photo  sharing  communities  in the marketplace, we have laid the groundwork for
many competitors to follow.  In doing internal competitive analysis, it is clear
that  competitors  have  mimicked  our  technology and marketing strategies in a
number  of  ways.  However,  to  date, none of the competitors have successfully
duplicated  the  unique combinations of features and advanced technology that we
offer.

     PhotoNet,  PhotoHighway,  PhotoPoint.com, Zing.com, and ClubPhoto are among
the  first  wave  of  companies  engaged  in  activities similar to ours.  These
companies allow users to upload their images and share them via e-mail, and some
offer  online  greeting cards and photo-personalized gifts.  Some of these sites
have  followed  the  online  community  business model. These companies are also
forging  valuable  marketing  relationships and some enjoy significant financial
backing.  However, they have not introduced advanced viewing and high resolution
printing  capabilities comparable to ours.  Also, at present, PhotoNet, which is
50%  owned by Kodak, is primarily designed to help Kodak protect the traditional
chemical  film  based  photography  industry.  But, we anticipate that this will
change  in  the  future  as  the  popularity  of  digital  imaging  increases.

     There  are  many other smaller photo-sharing web sites in various stages of
development.  In  a  recent  competitive  analysis,  we  identified  at least 15
additional  companies  beginning  to  get into the photo sharing/digital imaging
Internet  business.  The barriers to entry for a photo storing web site are few.
However,  to  develop  an  interactive site with a large database of images that
also  offers advanced technology is more costly and time consuming.  A more real
threat  could  be  traditional  media  companies,  a  number of which, including
Disney,  CBS and NBC, have recently made significant acquisitions or investments
in  Internet  companies.

     A  number  of  other  companies  offering  related  services have also been
launched.  For  example,  several  new  on-line  fulfillment  companies, such as
Ofoto,  EZ  Prints and Shutterfly, have received quite a bit of media attention.
As  these  companies actually provide printing for on-line photos, there current
activities  complement our and all are seeking relationships with PhotoLoft.com.
They  seem  to believe that the combined model - of on-line hosting and albuming
and  "in-house"  printing  - will be attractive to customers.  At this stage, we
employ  a  number  of  fulfillment vendors.  This allows us to provide customers
with  the  highest  quality  at  the  lowest  cost.

     We  believe  that  the  principal  competitive  factors  in  our market are
community  development,  technology,  number  of images in the database, rate of
adding  members,  and the ability to partner with companies that can bring large
groups  of  users who are already interested in digital imaging to our web site.
Certain  of  our  current  and  many  of  our  potential competitors have longer
operating  histories,  larger customer bases, greater brand recognition in other
business  and  Internet  markets and significantly greater financial, marketing,
technical  and  other resources than us.  In addition, other online services may
be  acquired  by,  receive  investments  from  or  enter  into  other commercial
relationships  with  larger, well-established and well-financed companies as use
of  the  Internet and other online services increases. Therefore, certain of our
competitors  with  other revenue sources may be able to devote greater resources


                                       21
<PAGE>
to  marketing  and promotional campaigns, adopt more aggressive pricing policies
and devote substantially more resources to web site and systems development than
us  or  may  try  to  attract  traffic  by offering services for free. Increased
competition  may  result  in reduced operating margins, loss of market share and
diminished value of our brand. See "Item 6. Management's Discussion and Analysis
or  Plan  of  Operations-Factors  Affecting  Our  Operating  Results,  Business
Prospects  and  Stock  Prices--We  May  Not  Be  Able  To Compete Successfully."

INTELLECTUAL  PROPERTY

     "Photoloft"  and "HOWDY" are trademarks and service marks of PhotoLoft.com.
We  have  registered  our  trademark  "Howdy"  with,  and  our  application  for
registration  of  the  mark  "Photoloft" is currently pending before, the United
States  Patent  and  Trademark  Office.

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

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

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


                                       22
<PAGE>
GOVERNMENTAL  REGULATION

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

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

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

EMPLOYEES

     As  of  March  15,  2000,  we  had  29  full time employees, including 5 in
marketing and advertising sales and customer support; 3 in business development;
3  in  administration;  1  in  product  development; 4 in site development; 2 in
technical  support;  3  in  quality assurance; and 8 in engineering. We recently
hired  a  senior executive for our product development efforts and have embarked
on  an  active  search  to  hire  up  to 10 additional engineering and technical
support  employees;  2 additional advertising sales and e-marketing employees; 3
additional  business  development  experts;  and 3 administration employees.  In


                                       23
<PAGE>
addition,  we  are  researching  out-sourcing  options  for  customer  service.
Although  talented  and qualified employees are difficult to find in the current
tight  job  market,  we  have  experienced  relative  success  in attracting and
retaining highly motivated and talented employees.  Digital imaging is a growing
field  and  many  employees  working  in  the  Internet arena are attracted to a
start-up  company  with  a  record  of  success  in  such  a  dynamic  field.

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


ITEM  2.  DESCRIPTION  OF  PROPERTY

     Our  executive  offices,  comprising  approximately  2,628 square feet, are
located  at 300 Orchard City Drive, Suite 142, Campbell, California 95008. These
facilities are leased on a month-to-month basis, and the monthly rent is $5,519.
We  also  sublease  approximately 1,430 square feet of space in another building
located  in  Campbell, California under a month-to-month sublease.

     We  maintain  substantially  all  of  our  computer  systems  at  AboveNet
Communications,  Inc.  See  "Item  1.  Description  of  Business--Operations and
Systems."  Our  operations  are  dependent in part on our ability to protect our
operating  systems against physical damage from fire, floods, earthquakes, power
loss,  telecommunications  failures,  break-ins  or  other  similar  events.
Furthermore,  despite  our  implementation  of  network  security  measures, our
servers  are  also  vulnerable  to  computer  viruses,  break-ins  and  similar
disruptive  problems.  The  occurrence  of  any  of these events could result in
interruptions,  delays  or cessations in service to our users which could have a
material  adverse  effect  on  our business, results of operations and financial
condition.


ITEM  3.  LEGAL  PROCEEDINGS

                                       24
<PAGE>
     On  June  23,  1999  Hewlett-Packard, Co. filed an action against us in the
Santa Clara County Superior Court of California (Case Number CV 782769) alleging
trade  secret  misappropriation,  unfair  competition,  and  breach  of contract
arising  out of the activities of one of our employees.  Hewlett-Packard seeks a
preliminary  and  permanent  injunction enjoining us from directly or indirectly
using  trade  secrets  of  Hewlett-Packard and for damages.  We are presently in
settlement negotiations  with  Hewlett-Packard  with  regard to this matter.  We
believe  that  the outcome of this matter will be a non-monetary settlement.  We
have  a  preexisting  relationship  with  Hewlett-Packard  with  respect  to the
development  and  use  of  certain  aspects of our advanced viewing and printing
technologies.  See  "Item 1.  Description of Business -- Products and Services."

     On  January  7, 2000 Gale Drive LLC filed an action against us in the Santa
Clara  County  Superior  Court  of  California  (Case Number CV 787055) alleging
breach  of contract arising out of a lease agreement for office space located in
Campbell,  California.  We  expect  that  our  exposure  in this matter will not
exceed  $100,000,  and  we have accrued our estimated liability relating to this
matter.  No  further  actions  have  been taken since the original filing of the
action.

     In  January  2000  we agreed to the terms of a binding settlement agreement
with a former employee who had filed an action against us stating various claims
arising  out  of  the termination of his employment with us.  Under the terms of
the  settlement  agreement,  in which we admitted no wrongdoing, we paid $20,000
and  allowed the  employee to  exercise options to purchase 32,500 shares of our
common  stock  at  no  cost.

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


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

     None.


                                       25
<PAGE>
                                     PART II


ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

PRICE  RANGE  OF  COMMON  STOCK

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

<TABLE>
<CAPTION>
1999                                        High    Low
----                                       ------  ------
<S>                                        <C>     <C>
First Quarter (March 1 to March 31)        $7.375  $4.500
Second Quarter (April 1 to June 30)        $5.500  $3.625
Third Quarter (July 1 to September 30)     $5.375  $1.562
Fourth Quarter (October 1 to December 31)  $2.937  $1.343

2000
----

First Quarter (January 1 to March 15)      $3.625  $1.718
</TABLE>

     As  of March 15, 2000 there were approximately 311 holders of record of our
common  stock,  which figure does not take into account those stockholders whose
certificates  are  held  in  the  name  of  broker-dealers  or  other  nominees.

DIVIDEND  POLICY

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

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     Transactions  described  in  Items  (1)  through  (4)  below  refer  to the
securities  of  PhotoLoft.Com,  Inc.,  a  California  corporation  which was the
predecessor  entity  of  the  filer  of this form, and transactions described in


                                       26
<PAGE>
Items  (5) through (15) below refer to the securities of Photoloft.com, a Nevada
corporation  which  is  the  filer  of  this  form.  Unless otherwise indicated,
information  set  forth  below  regarding shares of our common stock reflect the
1.5133753 for 1 conversion ratio applied to shares of Photoloft.com, Inc. common
stock  at  the  time  of  the  reorganization  referred  to  in  Item (5) below.

     (1)     From  January 1999 to Decenber 1999 Photoloft.com issued options to
purchase the aggregate amount of 970,201 shares of common stock to 22 employees,
6 consultants and 5 directors pursuant  to  Photoloft.com's  stock  option  plan
with exercise prices from $0.48 per  share  to $5.25 per share.  These issuances
were made in reliance on Section 4(2)  of  the  Securities  Act  of 1933  and/or
Rule 701 promulgated under the Securities Act of  1933  and  were  made  without
general  solicitation  or  advertising.  The  purchasers  were  sophisticated
investors with access to all relevant information necessary  to  evaluate  these
investments,  and  who represented to Photoloft.com that the shares  were  being
acquired for investment.

     (2)     In  February,  1999  we  issued  the  aggregate amount of 2,844,112
shares  of  common  stock  upon the exercise of options to purchase common stock
which  were  granted  to  3  employees,  3  directors  and  2  consultants  of
Photoloft.com  between  1993  and  1998.  The issuances were made in reliance on
Section  4(2)  of  the  Securities  Act  of  1933 and  were made without general
solicitation  or  advertising.  The purchasers were sophisticated investors with
access  to all relevant information necessary to evaluate these investments, and
who  represented  to  Photoloft.com  that  the  shares  were  being acquired for
investment.

     (3)     In  February  1999,  we  issued 5,650,207 shares of common stock in
exchange and upon the conversion of shares of issued and outstanding series A, B
and  C  preferred stock of Photoloft.com. The issuances were made in reliance on
Section  4(2)  of  the  Securities  Act  of  1933 and  were made without general
solicitation  or  advertising.  The purchasers were sophisticated investors with
access  to all relevant information necessary to evaluate these investments, and
who  represented  to  Photoloft.com  that  the  shares  were  being acquired for
investment.

     (4)     From  February  1999  to June  1999,  Photoloft.com  issued 124,111
shares of common stock  to  7  consultants  of  Photoloft.com  in  exchange  for
services valued at $156,6000 The issuances were made in reliance on Section 4(2)
of the  Securities Act  of  1933  and  were  made  without general solicitation
or advertising. The purchasers  were sophisticated investors with access to all
relevant  information  necessary  to  evaluate  these  investments,  and  who
represented to Photoloft.com that the shares were being acquired for investment.

     (5)     In  March  1999,  under  the  terms of the reorganization with Data
Growth,  Inc.,  Photoloft.com issued the aggregate amount of 9,579,266 shares of
common  stock  to the shareholders of Photoloft.com in exchange for their shares
of  common  stock of Photoloft.com, Inc.  The issuances were made in reliance on
Section  4(2)  of  the  Securities  Act  of  1933  and were made without general
solicitation  or  advertising.  The purchasers were sophisticated investors with


                                       27
<PAGE>
access  to all relevant information necessary to evaluate these investments, and
who  represented  to  Photoloft.com  that  the  shares  were  being acquired for
investment.

     (6)     In  March  1999,  under  the  terms of the reorganization with Data
Growth,  Inc., the holders of options to purchase common stock of Photoloft.com,
Inc.  exchanged  their  options  for options to purchase the aggregate amount of
2,795,734  shares of common stock of Photoloft.com. These issuances were made in
reliance  on  Section  4(2)  of  the  Securities  Act  of  1933  and/or Rule 701
promulgated  under  the  Securities  Act  of  1933 and were made without general
solicitation  or  advertising.  The purchasers were sophisticated investors with
access  to all relevant information necessary to evaluate these investments, and
who  represented  to  Photoloft.com  that  the  shares  were  being acquired for
investment.

     (7)     In  March  1999,  pursuant  to the terms of the reorganization with
Data  Growth,  Inc.  Photoloft.com  conducted  a  private offering of its common
stock.  Pursuant  to  that offering, a total of 2,000,000 shares of common stock
were sold for total cash consideration of $1,000,000. The issuances were made in
reliance on Section 4(2) of the  Securities Act of 1933 under the Securities Act
of  1933  and  were  made  without  general  solicitation  or  advertising.  The
purchasers  were sophisticated investors with access to all relevant information
necessary  to  evaluate  these investments, and who represented to Photoloft.com
that  the  shares  were  being  acquired  for  investment.

     (8)     In  March 1999, Photoloft.com issued 228,375 shares of common stock
upon  the  exercise  of  options  to  purchase  common  stock held by employees,
directors  and  consultants  of Photoloft.com. These options were issued in 1999
and  had  exercise  prices  of  $0.50  per  share.  These issuances were made in
reliance  on  Section  4(2)  of  the  Securities  Act  of  1933  and/or Rule 701
promulgated  under  the  Securities  Act  of 1933 and  were made without general
solicitation  or  advertising.  The purchasers were sophisticated investors with
access  to all relevant information necessary to evaluate these investments, and
who  represented  to  Photoloft.com  that  the  shares  were  being acquired for
investment.

     (9)     In  March  1999, Photoloft.com issued 25,000 shares of common stock
to  Baytree  Capital Associates pursuant to the terms of a Letter Agreement with
Baytree  Capital  Associates  for  financial  business  consulting services. The
issuance  was  made  in  reliance on Section 4(2) of the  Securities Act of 1933
and/or  Regulation  D  promulgated under the Securities Act of 1933 and was made
without  general  solicitation or advertising. The purchaser was a sophisticated
investor  with  access  to  all  relevant  information necessary to evaluate the
investment,  and  who  represented  to  Photoloft.com that the shares were being
acquired  for  investment.

     (10)     In  September  1999,  we issued warrants to purchase up to 350,000
shares  of  common stock to Xoom.com in consideration for services performed for
Photoloft.com  by  Xoom.com pursuant to a services agreement. The exercise price
for the warrants is $2.31 per  share.  The issuance  was  made  in  reliance  on
Section 4(2) of the Securities  Act  of  1933  and/or  Regulation D  promulgated
under  the  Securities  Act  of  1933 and was made without  general solicitation
or  advertising.  The  purchaser was a sophisticated investor with access to all
relevant  information  necessary to evaluate the investment, and who represented
to Photoloft.com that the shares were being acquired for investment.

     (11)     In  November  1999,  we  issued warrants to purchase up to 500,000
shares  of common stock at an exercise price of $1.01 to Asher Investment Group,
Inc.  in partial consideration for services to be performed for us pursuant to a
financial  management  services agreement.  The issuance was made in reliance on
Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated under
the  Securities  Act  of  1933  and  was  made  without  general solicitation or
advertising.  The  purchaser  was  a  sophisticated  investor with access to all
relevant  information  necessary to evaluate the investment, and who represented
to  us  that  the  shares  were  being  acquired  for  investment.

     (12)     In  November,  1999 we issued 58,700 shares of common stock to one
of our option holders upon the exercise of options to purchase common stock. The
issuance  were  made  in reliance on Section 4(2) of the  Securities Act of 1933
and/or  Rule  701  promulgated  under  the  Securities  Act of 1933 and was made
without  general  solicitation or advertising. The purchaser was a sophisticated
investor  with  access  to  all  relevant  information necessary to evaluate the
investment,  and  who  represented  to  Photoloft.com that the shares were being
acquired  for  investment.


                                       28
<PAGE>
     (13)     In  December  1999,  we  issued  options to purchase up to 288,000
shares  of  common stock to 1 officer with an exercise price of $1.50 per share.
The  issuance was made in reliance on Section 4(2) of the Securities Act of 1933
and/or  Rule  701  promulgated  under  the  Securities  Act of 1933 and was made
without  general  solicitation or advertising. The purchaser was a sophisticated
investor  with  access  to  all  relevant  information necessary to evaluate the
investment,  and  who  represented  that  the  shares  were  being  acquired for
investment.

     (14)     In  December  1999,  we  issued  326,434 shares of common stock in
exchange  for  $500,000  and  warrants to purchase up to 66,000 shares of common
stock  with  exercise  prices  of  $1.5317  per  share  to three investors.  The
issuances were  made  in  reliance on Section 4(2) of the Securities Act of 1933
and/or  Regulation  D  promulgated under the Securities Act of 1933 and was made
without  general solicitation or advertising.  The purchasers were sophisticated
investors  with  access  to  all  relevant information necessary to evaluate the
investments, and  who  represented  that  the  shares  were  being  acquired for
investment.

     (15)     In  March 2000, we issued options to purchase up to 378,344 shares
of  our  common  stock  to  one  of  our  officers  pursuant to the terms of our
employment  agreement  with  the officer. The exercise price for the options was
$3.44  per share, which was not less than the fair market value of the shares on
the  date  of  grant.  The  issuance was made in reliance on Section 4(2) of the
Securities  Act  of 1933 and/or Rule 701 promulgated under the Securities Act of
1933  and  was  made without general solicitation or advertising.  The purchaser
was  a  sophisticated investor with access to all relevant information necessary
to evaluate the investment, and who represented to us that the shares were being
acquired  for  investment.

     (16)     In March 2000, we issued 100 shares of preferred stock, designated
series  A  preferred stock, in exchange for $1,000,000 to investors in a private
placement.  In  connection  with  that offering, we also issued to the May Davis
Group,  Inc.,  the  placement  agent for the offering warrants to purchase up to
175,000 shares of common stock at an exercise price of $3.30. The issuances were
made in reliance on Section 4(2) of the Securities Act of 1933 and/or Regulation
D promulgated under the Securities  Act  of  1933  and were made without general
solicitation or advertising.  The  purchasers  were sophisticated investors with
access  to  all  relevant information necessary to evaluate the investments, and
who  represented  that  the  shares  were  being  acquired  for  investment.  In
connection with the offer  and  sale  of  the series  A preferred stock, we have
agreed  to  file  a  registration  statement  under  the  Securities Act of 1933
covering the resale of shares of common stock that may be issued upon conversion
of  such series A preferred stock.  The holders  of the series A preferred stock
have the right to convert  such shares into common stock on or after the earlier
of (i) 90 days after  the  issuance  of the series A preferred shares, (ii) five
days  after  receipt  of  a "no-review" status  from the Securities and Exchange
Commission with respect to the aforementioned registration  statement,  or (iii)
the  effective date of such registration statement.  The conversion rate for the
series  A preferred stock is 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 our common stock for the last five
trading  days  immediately  preceding  the  date  of conversion.  Holders of the
series A preferred stock are entitled to certain cash payments in the event that
the  aforementioned  registration statement is not declared effective by the SEC
on  or  before  the  120th  day  following  the  first  issuance of the series A
preferred  stock.  The  series A preferred stock will be automatically converted
into  common  stock on March 3, 2002 if not previously converted, and holders of
the  series  A preferred stock must approve any merger, sale of assets, or other
transaction that amounts to a sale of Photoloft.com.  We are continuing to offer
the remaining 25 authorized shares of series A preferred stock on the same terms
and  conditions  as  described  above.


                                       29
<PAGE>
ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

     The  following  discussion  of  our  financial  condition  and  results  of
operations  should  be  read  in  conjunction  with  our  consolidated financial
statements  and  notes  thereto  appearing  elsewhere  in this Form 10-KSB.  The
matters discussed in this 10-KSB contain forward-looking statements that involve
risks  and uncertainties.  Our actual results could differ materially from those
discussed  herein.  Factors  that could cause or contribute  to such differences
include,  but  are  not limited to, those discussed below  in "Factors Affecting
Our  Operating  Results, Business Prospects and Stock Price"  as  well  as those
discussed in this section and elsewhere in this Form.

OVERVIEW

     PhotoLoft.com  is  an  Internet  web  site  community that is changing data
imaging  and  photo processing.  PhotoLoft.com is a growing photographic imaging
community on the Internet, and its unique software allows consumers to share and
print  personal  images  quickly,  easily and inexpensively.  Users can create a
"virtual  photo  album,"  which  is impossible to lose; instantly accessible and
easily reproducible; easily transported; easily displayed on high quality output
devices,  such  as  television;  and  completely  personalized.  Members  can
automatically  invite  others to view their albums via e-mail and give users the
opportunity  to comment on other images.  PhotoLoft.com is also taking advantage
of  the  rise  in e-commerce, offering a wide array of gift items that have been
imprinted with a PhotoLoft.com image selected by the user.  The pages within the
Photoloft.com  web site have been carefully designed to be user friendly and the
community aspect of PhotoLoft.com makes for a highly entertaining experience for
visitors  and  members.

     PhotoLoft.com  was  founded  in 1993 as AltaVista Technology, Inc.  In July
1998, the URL, AltaVista.com was sold to Digital Equipment, now Compaq Computer,
and  we  changed  our  name  to Photoloft.com.  Since then, we have continued to
upgrade  the  site, offering better and faster user components to PhotoLoft.com.
Through  February 1999, revenues have been derived primarily through the sale of
advertising.  With  the  latest  release  of  PhotoLoft.com in February 1999, we
began  focusing  on  increasing  e-commerce  sales  and  advertising  sales.
Anticipated success in these areas will come from the increased membership base,
estimated  to  increase from 24,000 to 123,000 by the end of 1999, and increased
impressions  per  day,  estimated  to  increase  from  20,000 per day in 1998 to
500,000  per  day  by  the  end  of  1999.

     In  1998,  PhotoLoft.com began developing a new product, ID4Life.  Designed
as  a  preventative  service  to  aid  in  finding  missing persons, ID4Life has
developed as a different product than the rest of PhotoLoft.com.  We are seeking
to  sell  ID4Life.

RESULTS  OF  OPERATIONS


                                       30
<PAGE>
     Revenues  for  fiscal  1999  were  $254,500,  a  decrease  of  $419,800, or
approximately  61.3%,  compared to $674,300 for fiscal 1998.  Revenues decreased
primarily due to a change in Photoloft.com's operations from selling software to
selling  advertising.  This  change did not occur until the latter half of 1998,
contemporaneously  with  the  sale of the AltaVista URL to Compaq Computer.  The
new  business  plan  is  focused  on  advertising sales and e-commerce revenues.

     The  gross  profit for fiscal 1999 was $130,300, a decrease of $431,000, or
approximately  76.8%,  compared  to  $561,300 for fiscal 1998.  This decrease in
gross profit is due primarily to the transition of Photoloft.com's business from
software sales to advertising sales and the accompanying significant decrease in
revenues,  resulting  in  an  inability to cover the fixed cost component of the
cost  of  revenues  during  fiscal  1999.

     Sales  and  marketing expenses for fiscal 1999 were $1,217,200, an increase
of  $892,200,  or  approximately  274.5%,  compared to $325,000 for fiscal 1998.
This  increase  reflects  the planned aggressive growth phase of Photoloft.com's
new  business  model.  Included  in these costs are mainly advertising expenses.

     General  and  administrative  expenses  for fiscal 1999 were $4,405,900, an
increase of $3,406,900, or approximately 341.0%, compared to $999,000 for fiscal
1998.  This  increase  also  reflects  the  planned  aggressive  growth phase of
Photoloft.com's new business model.  Among these costs are accounting and legal,
including  the  costs  associated  with  being  a publicly traded company, rent,
depreciation,  administrative  personnel,  and  compensation  relating  to stock
option  and  warrant  grants.

     Loss  from  operations  for  fiscal  1999  was  $5,492,800,  an increase of
$4,730,100,  or  approximately  620.2%,  compared  to  a loss from operations of
$762,700  for  fiscal 1998.  This increase is primarily due to the transition in
Photoloft.com's  business  strategy  and  the  costs  incurred  to  develop  the
Photoloft.com  web  site.

     Interest  income  for  fiscal 1999 was $110,600, an increase of $33,700, or
approximately  43.8%,  compared  to  $76,900  for  fiscal 1998.  Interest income
decreased due to the note receivable related to the sale of the AltaVista URL in
July  1998.

     Net  loss  for  fiscal 1999 was $4,752,100, a difference of $6,415,400 from
net  income  of  $1,663,300  for fiscal 1998.  The net income for fiscal 1998 is
primarily  due  to  the sale of the Alta Vista URL to Compaq Computer, for which
Photoloft.com recorded other income of $3,100,000.  The net loss for fiscal 1999
is  primarily  due  to increases is selling, general and administrative expenses
resulting  from  the  planned  aggressive  growth  phase  of Photoloft.com's new
business  model.

INCOME  TAXES

     As  of  December  31, 1999, Photoloft.com had a gross deferred tax asset of
$974,100, principally arising from net operating loss carryforwards available to
offset  future  taxable  income.  As management cannot determine that it is more
likely  than  not that Photoloft.com will realize the benefit of these assets, a
100%  valuation  allowance  has  been  established.  See Note 9 of the financial
statements  for  a reconciliation between the statutory and effective tax rates.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Net cash used in operating activities during fiscal 1999 was $3,344,800, an
increase  of  $2,983,800, compared to $361,000 during fiscal 1998.  The net cash
used in operating activities in fiscal 1999 primarily reflects the net effect of
the net loss for the period, offset by compensation relating to stock option and
warrant  grants  of  $1,004,000,  a  decrease  in  deferred  tax  liabilities of
$747,200,  and  an  increase  in  accounts  payable  of  $777,300.

     Net  cash  provided  by  investing  activities  during  fiscal  1999  was
$1,793,400,  an  increase of $1,062,400 compared to $731,000 during fiscal 1998.
The  net cash provided by investing activities in fiscal 1999 primarily reflects
$2,239,500  cash  received  from  payments  of  principal on the note receivable
relating  to the sale of the Alta Vista URL, offset by purchases of property and
equipment  of  $434,400.

     Net  cash  provided  by  financing  activities was $1,356,700 during fiscal
1999,  primarily  reflecting $1,400,700 cash received from the sale of stock and
exercise  of stock options.  No cash was provided by financing activities during
fiscal  1998.


                                       31
<PAGE>
     Our capital requirements are dependent on several factors, including market
acceptance  of  our  services, the amount of resources devoted to investments in
Photoloft.com's  web  site,  the  resources  devoted  to  marketing  and selling
Photoloft.com's  services  and  brand  promotions  and  other  factors.  Fueling
Photoloft.com's  need  for cash currently is the development of rival technology
and  new  Internet  sites  and portals offering similar products.   See "Item 1.
Description  of  Business-Competition."  If  we are to enjoy continued growth we
must  work to stay at the forefront of technology and continue to grow in sales.
This  will  necessitate  a  substantial  increase  in  capital expenditures.  In
addition,  PhotoLoft.com  will  continue  to  evaluate  possible  investments in
businesses,  products  and  technologies  and  plans  to  expand  its  sales and
marketing programs and conduct more aggressive brand promotions. At December 31,
1999, Photoloft.com  had  cash and cash equivalents totaling $175,300, resulting
principally  from  the  sale of common stock in a private placement during March
1999,  and  negative  working  capital  of  $650,600.

     We  anticipate  that we will require approximately $10.5 million in 2000 to
grow as contemplated. To continue functioning at our current level, we will need
approximately  $4  million  in 2000.  We anticipate that 20% of our requirements
will  come from cash from operations.  We will seek the remainder from equity or
debt  financing  sources.  In  March  2000  we  raised  $1,000,000  in a private
placement  financing, and are in the process of raising an addiional $250,000 in
connection with that same offering.  We are actively seeking to raise additional
capital through  debt or equity financing.  We cannot assure you that we will be
able  to obtain  this  additional financing.  If financing is not available when
required or is not available on acceptable terms, we may be unable to develop or
enhance our  products or services or take advantage of business opportunities or
respond  to  competitive  pressures.  In  addition,  our  ability  to  meet  our
obligations and continue  our obligations could be adversely affected.  The sale
of  additional  equity or convertible debt securities could result in additional
dilution to our stockholders.  The incurrence of indebtedness would result in an
increase in our fixed  obligations  and could result in operating covenants that
would restrict its operations.  There can be no assurance that financing will be
available  in amounts or on terms acceptable to us, if at all.  We note that our
independent  certified  public accountants modified their opinion to  include an
explanatory  paragraph  relative  to  a  going  concern  uncertainty.

     If  we  are  unsuccessful  in  generating resources from one or more of the
anticipated  sources  and  unable  to  replace any shortfall with resources from
another  source,  we  may  be  able  to  extend  the  period for which available
resources would be adequate by deferring the creation or satisfaction of various
commitments, deferring the introduction of various services or features or entry
into various markets and otherwise cutting back operations.  Such a scaling back
of  operations would involve two phases.  The first phase would involve reducing
our  current  burn  rate  by  approximately  15%  by  cutting  back  on business
development  expenses  and  infrastructure.  The  second  phase  would  involve
substantially  reducing  our  e-commerce  research  and  development efforts and
restructuring  our  approach to new business partnering deals. If we were unable
to  generate  required  resources,  our  ability  to meet our obligations and to
continue  our  operations  will  be  adversely  affected.


                                       32
<PAGE>
     In  September  1999  we obtained a $750,000 line of credit with a financial
institution.  Borrowings  under  the  line  bear interest at the rate of 28% per
annum.  The  line  of credit expires in September 2000, but automatically renews
for a one year period unless either we or the financial institution notifies the
other  party.  At  December  31,  1999,  this  line of credit has no outstanding
balance.

IMPACT  OF  THE  YEAR  2000

     In  our  previous  filing, we have discussed the nature and progress of our
plans  to deal with potential Year 2000 problems.  These problems arise from the
fact  that  many currently installed computer systems and software products were
coded  to  accept  or  recognize  only two digit entries in the date code field.
These  systems  may recognize a date using "00" as the year 1900 rather than the
year  2000. As a result, computer systems and/or software used by many companies
and  governmental  agencies  needed  to  be  upgraded  to  comply with Year 2000
requirements  or  risk  system failure or miscalculations causing disruptions of
normal  business  activities.  Prior  to  December  31,  1999,  we completed our
assessment of all material information technology and non-information technology
systems  at  our  headquarters, as well as our review of Year 2000 compliance by
our  key  vendors,  distributors and suppliers.  To date, we have experienced no
significant  disruptions  in  mission  critical  information  technology  and
non-information  technology  systems  and  we believe those systems successfully
responded  to  the  Year  2000  date  changes.  We are not aware of any material
problems  result  from Year 2000 issues, either with our own internal systems or
the  products  and  services  of third parties.  We will continue to monitor our
mission  critical  computer  applications and those of our suppliers and vendors
throughout  the  year  2000 to ensure that any latent Year 2000 matters that may
arise  are  addressed  promptly.

SEASONALITY

     We  believe that we may experience seasonality in our business, with use of
the  Internet  in  general and our Photoloft.com web site traffic being somewhat
lower  during  periods  of the year.  In particular, we believe that advertising
sales in traditional media, such as  television  and  radio, generally are lower
in the first and third calendar quarters of each year due to the summer vacation
period  and  post-Winter  holiday season slowdown.  If similar seasonal patterns
emerge  in Internet  advertising, our advertising revenues and operating results
also  may  vary  significantly  based upon these same patterns.  In addition, as
traditional  retail sales are generally higher in the fourth calendar quarter of
each  year during the winter holiday season, and subsequently lower in the first
calendar quarter of each year, we anticipate that e-commerce revenues may follow
a  similar  seasonal  pattern  and  that  our  e-commerce revenues and operating
results  also  may  vary  significantly  based  upon  these  patterns.

EFFECTS  OF  INFLATION

     Due  to  relatively low levels of inflation in 1998 and 1999, inflation has
not  had  a  significant  effect  on  our results of operations since inception.


                                       33
<PAGE>
FACTORS  AFFECTING  OUR  OPERATING  RESULTS,  BUSINESS PROSPECTS AND STOCK PRICE

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

We  Are  Much  Like  A  Start Up Company And Have A Limited Operating History On
Which  To  Evaluate  Our  Potential  For  Future  Success.

     We  launched  our current business model in October, 1998 and therefore are
much  like  a  start-up  company.  We have only a limited operating history upon
which  you  can evaluate our business and prospects. You must consider the risks
and  uncertainties  frequently  encountered  by early stage companies in new and
rapidly  evolving  markets,  such  as  e-commerce.  If  we  are  unsuccessful in
addressing  these  risks  and uncertainties, our business, results of operations
and  financial  condition  will  be  materially  and  adversely  affected.

We  Expect  Losses  For  The  Foreseeable  Future, And Our Operating Results May
Fluctuate  From  Quarter  To  Quarter.

     Since  1997,  we  have incurred losses from operations, resulting primarily
from costs related to developing our web site, attracting users to our web site,
and  establishing our brand. Because of our plans to invest heavily in marketing
and  promotion,  to  hire  additional employees, and to enhance our web site and
operating  infrastructure,  we  expect  to  incur net losses for the foreseeable
future.  We  believe  these expenditures are necessary to build and maintain the
technical infrastructure necessary to host multiple images and to strengthen our
brand  recognition,  attract more users to our web site and ultimately, generate
greater  online  revenues. If our revenue growth is slower than we anticipate or
our operating expenses exceed our expectations, our losses will be significantly
greater.  We  may  never  achieve  profitability.  We  note that our independent
certified  public  accountants  modified their opinion to include an explanatory
paragraph relative to a going concern uncertainty.

Our  Future  Revenues  Are Unpredictable And Our Quarterly Operating Results May
Fluctuate  Significantly.

     Our  revenues for the foreseeable future will remain primarily dependent on
the  number  of  users  that  we  are  able  to  attract to our web site, and on
sponsorship  and  advertising  revenues.  We  cannot forecast with any degree of
certainty  the  number  of visitors to our web site or the amount of sponsorship
and  advertising  revenues.

     We  expect  our  operating results to fluctuate from quarter to quarter. We
believe  that  sponsorship  and  advertising sales in traditional media, such as
television  and  radio,  generally  are  lower  in  the first and third calendar
quarters  of  each  year.  If  similar  seasonal and cyclical patterns emerge in
Internet  sponsorship and advertising spending, these revenues may vary based on
these  patterns.  See  "Seasonality."


                                       34
<PAGE>
     Other  factors  which  may  cause  our  operating  results  to  fluctuate
significantly  from  quarter  to  quarter  include:

     -  our  ability  to  attract  new  and  repeat visitors to our web site and
        convert them  into  users;

     -  our  ability  to  keep  current  with  the evolving tastes of our target
        market;

     -  our  ability  to  manage  the  number  of  items listed on our services;

     -  the  ability  of  our  competitors  to  offer  new  or enhanced web site
        features, products  or  services;

     -  the  demand  for  sponsorship  and  advertising  on  our  web  site;

     -  the  level  of  use  of  the  Internet  and  online  services;

     -  consumer  confidence  in the security of transactions over the Internet;

     -  unanticipated  delays  or  cost  increases  with  respect to product and
        service introductions;  and

     -  the costs, timing and impact of our marketing and promotion initiatives.

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

Your  Holdings  May  Be  Diluted  In  The  Future.

     We  are authorized to issue up to 50,000,000 shares of common stock. To the
extent  of  such  authorization,  our  Board of Directors will have the ability,
without seeking stockholder approval, to issue additional shares of common stock
in  the  future  for  such  consideration as our Board of Directors may consider
sufficient.  The  issuance  of additional common stock in the future will reduce
the  proportionate  ownership  and  voting  power  of  our  common stock held by
existing  stockholders.  We are also authorized to issue up to 500,000 shares of
preferred stock, the rights and preferences of which may be designated in series
by  our  Board  of  Directors.  To  the  extent  of  such  authorization,  such
designations  may  be made without stockholder approval.  We have designated 125
shares of our preferred stock as series A preferred stock and issued 100 of such
shares  in a private placement financing in March 2000.  The remaining 25 shares
are  still  being offered on the same terms and conditions.  See "Item 5. Market
for  Common  Equity  and  Related  Stockholder  Matters  --  Recent  Sales  of
Unregistered  Securities."  Such  shares are convertible  into common stock, and
such conversion will dilute the interests of our other shareholders.  Holders of
the  series A preferred stock must approve any merger, sale of assets, or  other
transaction  that  amounts  to a sale of Photoloft.com, and such approval rights
may  have the effect of delaying a transaction that might otherwise be favorable
to  other  holders  of  our  capital  stock.  The  designation  and  issuance of
additional  series  of  preferred  stock in the future would  create  additional
securities that would have dividend  and liquidation preferences over our common
stock.


                                       35
<PAGE>
We May Fail To Establish An Effective Internal Advertising Sales Organization To
Attract  Sponsorship  And  Advertising  Revenues.

     To  date,  we  have  relied  principally  on  outside  parties  to  develop
sponsorship  and  advertising  opportunities.  We  believe  that  the  growth of
sponsorship  and advertising revenues will depend on our ability to establish an
aggressive  and  effective internal advertising sales organization. Our internal
sales  team  currently has only two members. We will need to increase this sales
force  in  the coming year in order to execute our business plan. Our ability to
increase our sales force involves a number of risks and uncertainties, including
competition and the length of time for new sales employees to become productive.
If  we  do  not  develop an effective internal sales force, our business will be
materially  and  adversely  affected.  See  "Item  1.  Description  of
Business--Employees."

We  Are  Growing  Rapidly, And Effectively Managing Our Growth May Be Difficult.

     We  are  currently experiencing a period of significant expansion. In order
to  execute  our  business  plan,  we  must continue to grow significantly. This
growth  will  strain  our personnel, management systems and resources. To manage
our growth, we must implement operational and financial systems and controls and
recruit,  train  and manage new employees.  We cannot be certain that we will be
able  to  integrate  new  executives  and  other employees into our organization
effectively.  If  we  do not manage growth effectively, our business, results of
operations  and  financial  condition will be materially and adversely affected.
See  "Item  1.  Description  of  Business-Employees"  and  "Item  9.  Directors,
Executive Officers, Promoters and Control Persons; Compliance With Section 16(a)
of  the  Exchange  Act."

We  Depend  On Our Key Personnel To Operate Our Business, And We May Not Be Able
To  Hire Enough Additional Management And Other Personnel As Our Business Grows.

     Our performance is substantially dependent on the continued services and on
the  performance of our executive officers and other key employees, particularly
Jack Marshall, our Chief Executive Officer, President and Treasurer. The loss of
the  services  of  any  of our executive officers could materially and adversely
affect  our  business.  Additionally, we believe we will need to attract, retain
and  motivate  talented  management  and  other  highly  skilled employees to be
successful.  Competition  for  employees  that  possess  knowledge  of  both the
Internet  industry  and our target market is intense. We may be unable to retain
our  key  employees  or  attract,  assimilate  and retain other highly qualified
employees  in  the  future.  See "Item 1. Description of Business-Employees" and
"Item  9.  Directors,  Executive  Officers,  Promoters  and  Control  Persons;
Compliance  With  Section  16(a)  of  the  Exchange  Act."


                                       36
<PAGE>
We  May  Not  Be  Able  To  Compete  Successfully.

     The markets in which we are engaged are new, rapidly evolving and intensely
competitive,  and  we  expect  competition  to  intensify further in the future.
Barriers to entry are relatively low, and current and new competitors can launch
new  sites at a relatively low cost.  We currently or potentially compete with a
number  of  other  companies, including a number of large online communities and
services  that  have  expertise  in  developing online commerce, and a number of
other  small services, including those that serve specialty markets. Competitive
pressures  created  by  any  one  of  these  companies,  or  by  our competitors
collectively,  could  have a material adverse effect on our business, results of
operations  and  financial  condition.  See  "Item  1.  Description  of
Business--Competition."

We  Will  Need  Further  Capital.

     We currently anticipate that our available funds will be sufficient to meet
our  anticipated  needs  for  working capital, capital expenditures and business
operation  through  the  end  of  April 2000.  Thereafter, we will need to raise
additional  funds. If additional funds are raised through the issuance of equity
or  convertible  debt  securities,  the percentage ownership of our stockholders
will  be  reduced,  stockholders  may  experience  additional  dilution and such
securities  may  have  rights, preferences and privileges senior to those of our
common  stock.  We  are  currently  negotiating  with prospective investors with
respect  to  financing;  however,  to  date , no definitive agreements have been
reached.  There  can be no assurance that additional financing will be available
on  terms  favorable to us or at all. If adequate funds are not available or are
not  available  on  acceptable terms, we may not be able to fund expansion, take
advantage  of  unanticipated  acquisition  opportunities,  develop  or  enhance
services  or  products or respond to competitive pressures. Such inability could
have  a  material  adverse  effect  on  our  business, results of operations and
financial  condition.  See  "Management's  Discussion  and  Analysis  or Plan of
Operation-Liquidity  and  Capital  Resources."

We  May  Fail  To  Establish And Maintain Strategic Relationships With Other Web
Sites  To  Increase  Numbers  Of  Web  Site  Users  And  Increase  Our Revenues.

     We  intend to establish numerous strategic alliances with popular web sites
to increase the number of visitors to our web site. There is intense competition
for  placement  on  these  sites,  and  we  may  not be able to enter into these
relationships  on commercially reasonable terms or at all. Even if we enter into
strategic  alliances  with  other  web  sites,  they  themselves may not attract
significant  numbers  of  users.  Therefore, our site may not receive additional
users from these relationships. Moreover, we may have to pay significant fees to
establish  these  relationships.  Our  inability  to enter into new distribution
relationships  or  strategic alliances and expand our existing ones could have a
material  and  adverse  effect  on  our  business.

We  Would  Lose  Revenues And Incur Significant Costs If Our Systems Or Material
Third-Party  Systems  Are  Not  Year  2000-Compliant.


                                       37
<PAGE>
     To  date,  we  have  not  incurred  any  material  costs  in identifying or
evaluating  Year 2000 compliance issues, nor have we experienced any significant
failures  due  to  the Year 2000 date changes.  However, we may fail to discover
Year  2000  compliance  problems  in  our  systems that will require substantial
revisions  or  replacements.  In  the event that the operational facilities that
support  our  business,  or  our  web-hosting  facilities,  are  not  Year
2000-compliant,  portions of our web site may become unavailable and we would be
unable  to deliver services to our users. In addition, there can be no assurance
that  third-party  software, hardware or services incorporated into our material
systems  will  not need to be revised or replaced, which could be time-consuming
and expensive. Our inability to fix or replace third-party software, hardware or
services  on  a  timely basis could result in lost revenues, increased operating
costs  and  other business interruptions, any of which could have a material and
adverse  effect  on our business, results of operations and financial condition.
Moreover,  the  failure to adequately address Year 2000 compliance issues in our
software,  hardware  or  systems  could  result  in  claims  of  mismanagement,
misrepresentation  or  breach of contract and related litigation, which could be
costly  and  time-consuming  to  defend.

     In  addition, there can be no assurance that governmental agencies, utility
companies,  Internet  access companies, third-party service providers and others
outside  our control will be Year 2000 compliant.  The failure by these entities
to be Year 2000 compliant could result in a systemic failure beyond our control,
including,  for  example, a prolonged Internet, telecommunications or electrical
failure,  which could also prevent us from delivering our services to our users,
decrease  the  use of the Internet or prevent users from accessing our services,
any  of  which would have a material and adverse effect on our business, results
of  operations  and  financial  condition.  See  "Impact  of  the  Year  2000."

Acquisitions  May  Disrupt  Or Otherwise Have A Negative Impact On Our Business.

     We  may  acquire or make investments in complementary businesses, products,
services  or  technologies  on  an opportunistic basis when we believe they will
assist us in carrying out our business strategy. Growth through acquisitions has
been  a successful strategy used by other Internet companies. We do not have any
present  understanding,  nor  are we having any discussions relating to any such
acquisition or investment. If we buy a company, then we could have difficulty in
assimilating  that  company's  personnel  and  operations.  In addition, the key
personnel  of the acquired company may decide not to work for us. An acquisition
could  distract  our  management  and  employees  and  increase  our  expenses.
Furthermore, we may have to incur debt or issue equity securities to pay for any
future  acquisitions,  the  issuance  of which could be dilutive to our existing
shareholders.

Unforeseen  Developments  May  Occur With Respect To Digital Imaging Technology.

     Digital imaging is a relatively new phenomenon and the slower than expected
acceptance  of the new technology could affect our ability to grow as rapidly as
we need to in order to meet our financial targets.  Digital camera manufacturers
have  made  great  strides  in the past two years improving the functionality of
their  cameras and pricing them in a range that is attractive to many consumers.


                                       38
<PAGE>
The continued refinement of the technology and commoditization of the price will
help  to  move  acceptance  of the technology along.  Full acceptance of digital
imaging  technology  will  require  a  move  on  the  part  of  the photographic
population  away  from  traditional  chemical-based  photo processing to the new
paradigm  of  home  printed  photos.  The  costs  remain competitive for digital
imaging,  however,  there  is no guarantee the general population will make this
shift  rapidly,  if  at  all.

We  Are  Dependent  On The Continued Development Of The Internet Infrastructure.

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

     -  inadequate  Internet  infrastructure;

     -  security  concerns;

     -  inconsistent  quality  of  service;  or

     -  unavailability  of  cost-effective,  high-speed  service.

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

Our Long-Term Success Depends On The Development Of The E-Commerce Market, Which
Is  Uncertain.

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

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

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


                                       39
<PAGE>
     -  adverse publicity and  consumer  concerns about the security of commerce
        transactions on the Internet could discourage its acceptance and growth.

Adoption  Of  The  Internet  As  An  Advertising  Medium  Is  Uncertain.

     The  growth of Internet sponsorships and advertising requires validation of
the  Internet  as  an  effective  advertising medium. This validation has yet to
fully  occur.  In order for us to generate sponsorship and advertising revenues,
marketers  must  direct  a  significant portion of their budgets to the Internet
and,  specifically, to our web site. To date, sales of Internet sponsorships and
advertising  represent  only  a small percentage of total advertising sales. Our
business,  financial condition and operating results would be adversely affected
if  the market for Internet advertising fails to develop or develops slower than
expected.  See  "Item  1.  Description  of  Business--Advertising."

We  Face  Risks Associated With Government Regulation Of And Legal Uncertainties
Surrounding  The  Internet.

     Any new law or regulation pertaining to the Internet, or the application or
interpretation  of  existing  laws, could increase our cost of doing business or
otherwise  have  a  material  and  adverse  effect  on  our business, results of
operations  and financial condition. Laws and regulations directly applicable to
Internet  communications,  commerce and advertising are becoming more prevalent.
The  law  governing  the  Internet,  however, remains largely unsettled, even in
areas  where  there  has  been  some  legislative  action.  It may take years to
determine  whether  and  how  existing  laws  governing  intellectual  property,
copyright,  privacy,  obscenity,  libel  and  taxation apply to the Internet. In
addition,  the  growth  and  development of e-commerce may prompt calls for more
stringent  consumer  protection  laws, both in the United States and abroad. See
"Item  1.  Description  of  Business  -  Government  Regulation."

Shares Eligible For Future Sale By Our Current Stockholders May Adversely Affect
Our  Stock  Price.

     To  date,  we  have  had a very limited trading volume in our common stock.
See "Item 5. Market for Common Equity and Related Stockholder Matters."  As long
this  condition  continues, the sale of a significant number of shares of common
stock  at any particular time could be difficult to achieve at the market prices
prevailing  immediately  before  such shares are offered.  In addition, sales of
substantial  amounts  of common stock, including shares issued upon the exercise
of  outstanding  options  and warrants, under Securities and Exchange Commission
Rule  144 or otherwise could adversely affect the prevailing market price of our
common  stock and could impair our ability to raise capital at that time through
the  sale  of  our  securities.

Anti-Takeover  Provisions  And  Our  Right To Issue Preferred Stock Could Make A
Third-Party  Acquisition  Of  Us  Difficult.


                                       40
<PAGE>
     We  are  a Nevada corporation. Anti-takeover provisions of Nevada law could
make  it more difficult for a third party to acquire control of us, even if such
change  in  control  would  be  beneficial  to  stockholders.  Our  articles  of
incorporation  provide  that  our  Board  of Directors may issue preferred stock
without  stockholder  approval.  The  issuance  of preferred stock could make it
more  difficult  for  a  third  party to acquire us.  All of the foregoing could
adversely  affect  prevailing  market  prices  for  our  common  stock.

Our  Common  Stock  Price  Is  Likely  To  Be  Highly  Volatile.

     The  market  price  of our common stock is likely to be, highly volatile as
the  stock market in general, and the market for Internet-related and technology
companies  in  particular,  has  been  highly volatile.  See "Item 5. Market for
Common  Equity  and  Related  Stockholder Matters." Investors may not be able to
resell  their shares of our common stock following periods of volatility because
of  the  market's  adverse  reaction  to  volatility. The trading prices of many
technology  and Internet-related companies' stocks have reached historical highs
within  the  last  52  weeks  and  have reflected valuations substantially above
historical  levels.  During  the  same period, these companies' stocks have also
been  highly  volatile  and  have  recorded lows well below historical highs. We
cannot assure you that our stock will trade at the same levels of other Internet
stocks  or  that  Internet  stocks  in general will sustain their current market
prices.

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

     -  actual  or  anticipated fluctuations in our quarterly operating results;

     -  announcements  of  technological  innovations;

     -  changes  in  financial  estimates  by  securities  analysts;

     -  conditions  or  trends  in  the  Internet  industry;  and

     -  changes  in  the  market  valuations  of  other  Internet  companies.


ITEM  7.  FINANCIAL  STATEMENTS

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

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

None.


                                       41
<PAGE>
                                    PART III
                                    --------


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

Directors,  Executive  Officers  And  Key  Employees

     The  following  table sets forth certain information, as of March 15, 2000,
concerning  our  executive  officers  and  directors:

<TABLE>
<CAPTION>
NAME                       AGE                POSITION
-------------------------  ---  -------------------------------------
<S>                        <C>  <C>
Jack Marshall (1) (3) (4)   38  President, Treasurer, Chief Executive
                                Officer and Director
-------------------------  ---  -------------------------------------
Christopher McConn          40  Chief Technology Officer and Director
-------------------------  ---  -------------------------------------
Lisa Marshall (1)           41  Secretary
-------------------------  ---  -------------------------------------
Robert Free                 43  Vice President of Production
-------------------------  ---  -------------------------------------
Kay Wolf Jones              36  Vice President of Marketing
-------------------------  ---  -------------------------------------
Patrick Dane (2) (3) (4)    50  Director
-------------------------  ---  -------------------------------------
John Marshall (1) (2)       69  Director
-------------------------  ---  -------------------------------------
<FN>
(1)     John  Marshall  is the father of Jack and Lisa Marshall, who are brother
        and  sister.
(2)     Member  of  the  Compensation  Committee
(3)     Member  of  the  Audit  Committee
(4)     Member  of  the  Finance  Committee
</TABLE>

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

     JACK  MARSHALL has been developing Internet applications since 1993.  After
assignments  at  Texas Instruments and Honeywell, Mr. Marshall worked as a sales
manager  for  Teradyne,  formerly  MegaTest,  a  leading  developer of high-end,
state-of-the-art  semiconductor  test equipment.  Mr. Marshall founded Photoloft
in  1993  under  the  name  AltaVista Technology. Inc. Mr. Marshall received his
bachelor's  degree  in  electrical  engineering  and  computer  engineering from
Michigan  State  University and has taught electric circuit analysis at Highland
Community  College  in  Illinois.  He  has  also completed several masters level
courses  in  computer  engineering  at  Santa  Clara  University.

     CHRISTOPHER  MCCONN  has been the Chief Technology Officer of Photoloft.com
since  February  1994.  Prior  to  our  adoption  of  the Photoloft.com business
strategy,  he  served  as  our  webmaster and developed web-based multimedia and
imaging programs.  He has extensive expertise in programming C++ and served as a


                                       42
<PAGE>
consultant  to Borland  International,  a leading  producer of C++ and  software
development  tools from July 1995 to July 1996. In this role,  Mr. McConn helped
develop the Object Windows Library, a foundation for  PhotoLoft.com.  Mr. McConn
received his bachelor's degree in electrical  engineering from UC Davis in 1982.
Mr.  McConn has over 13 years of industry  experience  including  stints at Ford
Aerospace and Teradyne, where he oversaw the company's software QA development.

     LISA  MARSHALL  has  over 20 years of strategic and tactical communications
experience,  focused  primarily  on investor relations, media communications and
marketing and brand development.  Working in a number of diverse industries, she
helped  spearheaded  nationwide  efforts  to deregulate the airline, natural gas
transportation,  and  most  recently, electric generation industries, working to
establish  strong,  deregulated  competitors  in  the  various marketplaces.  In
addition, she handled the communications efforts of the Vastar Resources Initial
Public  Offering,  which  was the largest to date on the New York Stock Exchange
when  implemented  in  1994.  From 1985 to 1988 she served in various managerial
positions  at  Continental  Airlines.  From  1988  to 1993 she served in various
managerial  positions at Tenneco Inc. From February 1993 to June 1997 she served
as  director  of  Communications  for  ARCO/Vastar Resources.  From July 1997 to
October  1998 she served as director of Communications for Southern Company. Ms.
Marshall earned her bachelor's degree from the University of Wyoming in American
Studies  in  1980  and  her  bachelors  degree from the University of Houston in
journalism  in  1984.

     ROBERT FREE has served as our Vice President of Production since May, 1999.
Previously,  from  1998  to  1999,  he  served  as  Director  of  Engineering at
Integrated  Software  &  Devices.  Prior to that, from 1997 to 1998, he  was  an
architect,  engineering manager and designer for award-winning three dimensional
web products at Live Picture.  From 1996 to 1997, Mr. Free served as the founder
of  Grafman  providing  corporate  graphics,  Internet  site  management  and
award-winning  three  dimensional  web  content,  where his works were published
internationally  in  several  web design books.  From 1995 to 1996, Mr. Free was
lead  engineer  for  commercial  web  server  software development at NetManage.

     KAY WOLF JONES  has  served  as our Vice President of Marketing since 1996.
Ms. Jones. From 1989 to 1996, she served in the marketing  department of Konami,
a  leader in the video game industry, and in 1994,  she was named vice president
of marketing.  Ms. Jones earned her bachelor of  arts degree in advertising from
Michigan  State  in  1985.

     PATRICK  DANE  has  spent  more  than  twenty  years in the high technology
industry.  He  spent  fifteen years in sales and marketing at Xerox where he was
responsible  for  bringing  the  "Alto"  Computer  Ethernet  and  File,  Print &
Communication  Servers  out  to the public from the Palo Alto Research Center in
1980.  Additionally, he was the creator of the award winning slogan "Team Xerox"
and  other  pioneering  efforts.  As  Vice  President, Sales & Marketing at Dove
Computer  Corp.  he  introduced  the MacWorld World Class Award Winning Dove Fax
Modem.  As  a  General Manager with Calera Recognition Systems from 1991 to 1992
Dane  was  responsible  for  bringing  Fax  Grabber  to  there tail and original
equipment  manufacturer  marketplace. While President and CEO of SoftNet in from
July 1992 to August 1993 he launched the category-leading Fax Works for Windows.


                                       43
<PAGE>
Dane co-founded and ran Pipeline Communications which introduced online warranty
registration to the computer industry. This service is used by over seventy five
of  the  top  PC manufacturers and ISV's in the marketplace today. In the spring
of1996,  Dane  founded  Tuneup.com  an  online  PC  service  center, Quarterdeck
Corporation  acquired  his  "Pioneer"  among  the  Internet  subscription-based
businesses  in  May  of  1997.  In  September1996,  Dane  and  Mike Walter began
broadcasting  a  weekly radio show devoted to the Internet called, "Pat & Mike's
World  Wide  Web  Radio  Show".  The show, sponsored by CompuServe, Yahoo! IZift
Davis,  Hewlett-packard,  Office  Depot.com, McAfee and USA Today, has a growing
worldwide  audience  on the Internet and in twenty seven real radio markets. The
show  was  picked  up for national syndication by Premiere Radio Networks in mid
1997.  Mr.  Dane  graduated  from  Broom  Comm  College  in  1969.

     JOHN  C. MARSHALL began his career in 1952 with Shell Oil Company, where he
held  various management positions until 1975, when he was named General Manager
of  Land  Operations, North America. He left the company in 1979 to join Patrick
Petroleum  as  senior  vice  president. A year later he was named executive vice
president  responsible  for  all  operations,  and  all  merger  and acquisition
activity.  After  negotiating the sale of all PPC assets to General Electric, he
founded  Kleenburn  Energy  in  1984  a  privately  held independent oil and gas
concern.  Mr.  Marshall  earned  his  bachelor's  degree  in  business  from the
University  of  Wyoming  in  1952.

BOARD  OF  DIRECTORS

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

BOARD  COMMITTEES

     The  Compensation  Committee  of  the  Board  of  Directors  determines the
salaries and incentive compensation of our officers and provides recommendations
for  the  salaries  and  incentive  compensation  of  our  other  employees. The
compensation  committee  also  administers  our  stock  option plan. The current
members  of the Compensation Committee are Messrs. Dane and John Marshall. Prior
to  April  8,  1999,  we  did  not  have  a  Compensation Committee or any other
committee  of  the Board of Directors that performed any similar functions.  See
"Compensation  Committee  Interlocks  and  Insider  Participation."

     The  Audit Committee of the Board of Directors reviews, acts on and reports
to  the  Board  of  Directors  with  respect  to various auditing and accounting
matters,  including  the selection of our independent auditors, the scope of the
annual  audits,  fees  to  be  paid  to  the  auditors,  the  performance of our
independent  auditors  and  our accounting practices. The current members of the
audit  committee  are  Messrs.  Dane  and  Jack  Marshall.


                                       44
<PAGE>
     The  Finance  Committee  of  the  Board  of  Directors reviews, acts on and
reports to the Board of Directors with respect to various financing matters. The
current  members  of  the  audit  committee  are Messrs. Dane and Jack Marshall.

     The  Board  of  Directors  does  not  have  a  nominating  committee.

DIRECTORS'  COMPENSATION

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

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

     We did not have a Compensation Committee or other committee of the Board of
Directors  performing  similar functions during the fiscal years ending December
31,  1997  and 1998. Messrs. Jack Marshall and Chris McConn are each officers of
Photoloft.com  and,  as  members  of  the  Board  of  Directors, participated in
deliberations  of  the  Board  of  Directors relating to the compensation of our
executive  officers. The Board of Directors established a Compensation Committee
as  of  April  8,  1999.  See  "Board  Committees."

SECTION  16(a)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
certain  officers,  directors, and beneficial owners of more than ten percent of
our  common stock to file reports of ownership and changes in their ownership of
our equity securities with the Securities and Exchange Commission and to provide
us  with  copies of such filings.    Based solely on a review of the reports and
representations  furnished  to  us  during the last fiscal year, we believe that
each  of  these persons is in compliance with all applicable filing requirements
although  each  of  these  persons  was  late  in  filing  their initial Form 3.


                                       45
<PAGE>
ITEM  10.  EXECUTIVE  COMPENSATION

COMPENSATION  SUMMARY

     The  following  table  sets  forth  the compensation awarded or paid to, or
earned  by, our Chief Executive Officer and all our other executive officers who
earned  in  excess  of  $100,000  in  salary  and bonus (collectively the "Named
Executives")  for  services  rendered  to us during the years ended December 31,
1998  and  December  31,  1999:

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

                                ANNUAL COMPENSATION   LONG-TERM COMPENSATION
NAME AND PRINCIPAL        YEAR       SALARY ($)        NUMBER OF SECURITIES
POSITION                                              UNDERLYING OPTIONS (#)
------------------------  ----  --------------------  -----------------------
<S>                       <C>   <C>                   <C>
Jack Marshall, CEO,       1998               156,864                1,135,032
President and Treasurer
                          1999               120,000                        0
Christopher E. McConn,    1998               127,229                  454,013
Chief Technology Officer
                          1999               115,000                        0
<FN>
(1)     Information  set  forth  herein  includes services rendered by the Named
Executives  while  employed  by  Photoloft.com, Inc. prior to the reorganization
with  Data  Growth,  Inc. and by Photoloft.com following the reorganization with
Data  Growth,  Inc

(2)     The  columns for "Bonus", "Other Annual Compensation", "Restricted Stock
Awards",  "LTP  Payouts"  and "All other Compensation" have been omitted because
there  is  no  compensation  required  to  be  reported.
</TABLE>

OPTION  GRANTS  DURING  YEAR  ENDED  DECEMBER  31,  1999

     No  option  grants  were  made to either of the Named Executives during the
fiscal  year  1999.

OPTION  EXERCISES  AND  YEAR-END  OPTION  VALUES

     The  following  table  sets  forth  certain information with respect to the
Named  Executives concerning exercisable and unexercisable stock options held by
them as of December 31, 1999. None of these executive officers exercised options
to  purchase  common  stock  in  1999.


                                       46
<PAGE>
<TABLE>
<CAPTION>
                       AGGREGATE OPTION EXERCISES IN 1999 AND YEAR END OPTION VALUES

NAME                     Number of Unexercised      Value of Unexercised In-the-
                         Options at Year End(#)     Money Options at Year End (1)
                       --------------------------  ------------------------------
                       Exercisable  Unexercisable  Exercisable   Unexercisable
                       -----------  -------------  ------------  --------------
<S>                    <C>          <C>            <C>           <C>

Jack Marshall              401,991        733,041  $    510,529  $      930,962


Christopher E. McConn      160,796        293,217  $    204,211  $      372,385
<FN>
(1)     Based  on  a  per  share  fair market value of our common stock equal to
$1.75  per  share, the fair market value as determined by our Board of Directors
at  December  31,  1999.
</TABLE>

EMPLOYMENT  AGREEMENTS  AND  TERMINATION  OF  EMPLOYMENT  AND  CHANGE OF CONTROL
ARRANGEMENTS

     On  February  26,  1999  we  entered into an employment agreement with Jack
Marshall.  Under  the  executive employment agreement, Jack Marshall is to serve
as  our Chief Executive Officer, President and Treasurer and perform such duties
as  may  be reasonably assigned to him by the Board of Directors.  The executive
employment  agreement provides for an annual base salary of $120,000 which shall
be  reviewed  at  least  annually. Under the executive employment agreement, the
executive  is  also eligible for annual bonus compensation in the minimum amount
of  $60,000  if  Photoloft  reaches  certain specific milestones.  The executive
employment  agreement  also  provides that Mr. Marshall is to receive options to
purchase  between 378,344 and 1,135,031 shares of our common stock if traffic to
our  web  site reaches between 500,000 and 1,000,000 average hits per day in any
particular  month.  In  March 2000, we issued options to purchase 378,344 shares
of  our  common  stock  pursuant  to  this  provision. He is eligible to receive
vacation  in  accordance  with  Photoloft.com's policies. He is also eligible to
participate  in  the  health, life  insurance,  medical,  retirement  and  other
benefit programs which we may offer from time  to time.  He also is to receive a
car allowance of $500 per month.

     The  term  of  the  executive employment agreement lasts until December 31,
2001 and continues thereafter on a year to year basis unless terminated pursuant
to  the  terms  thereof. We may terminate him at any time with or without cause.
The  term  "cause"  is defined in the executive employment agreement as: (i) the
willful  neglect  of  duties reasonably assigned by the Board of Directors; (ii)
material  breach  of  the  agreement;  or (iii) willful gross misconduct. If Mr.
Marshall  is  terminated  without  cause, he is to receive severance pay through
December  31, 2001 equal to: (i) the base salary; (ii) bonus compensation; (iii)
vested  options  to  purchase  common  stock;  (iv)  health  insurance;  (v) car
allowance;  and  (vi)  any  unused  vacation time. pre payment of all automobile
allowance  for the remaining period of the term. If he resigns from his position
for  good  cause, including a substantial reduction in his position, duties or a
material  breach  of  the agreement by us, he is to be deemed terminated without
cause  and  is  eligible  to  receive  severance.

STOCK  OPTION  PLAN

     Our  stock  option plan was adopted by the Board of Directors, and ratified
and  approved  by our stockholders, as of the closing of the reorganization with
Data  Growth,  Inc.  The  Board  of Directors amended the Plan in June 1999. The


                                       47
<PAGE>
following description of our stock option plan is a summary and qualified in its
entirety  by  the  text  of  the  plan,  which  is  filed  as an exhibit to this
registration  statement.

     The  purpose  of  the  Plan is to enhance our profitability and stockholder
value by enabling us to offer stock based incentives to employees, directors and
consultants.  The  Plan  authorizes  the  grant of options to purchase shares of
common  stock  to  employees,  directors  and  consultants  of Photoloft and its
affiliates.  Under  the  Plan,  we  may grant incentive stock options within the
meaning  of  Section  422 of the Internal Revenue Code of 1986 and non-qualified
stock  options.  Incentive  stock  options  may  only  be granted our employees.

     The number of shares available for options under the Plan is 3,800,000. The
Plan  is administered by the Compensation Committee of the board. Subject to the
provisions  of  the  Plan, the Compensation Committee has authority to determine
the  employees,  directors  and  consultants  of Photoloft who are to be awarded
options  and the terms of such awards, including the number of shares subject to
such  option,  the fair market value of the common stock subject to options, the
exercise  price  per  share  and  other  terms.

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

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

     As  of  March 15, 2000, 225,000 shares had been issued as the result of the
exercise  of  options  previously  granted under the Plan, 3,592,141 shares were
subject  to  outstanding  options  and  121,500 shares were available for future
grants.  The  exercise  prices  of  the outstanding options ranged from $0.48 to
approximately  $5.25.  The  options  under the Plan vest over varying lengths of
time  pursuant  to  various option agreements that we have entered into with the
grantees  of  such  options.


                                       48
<PAGE>
     We  have  not  registered  the  Plan,  or  the  shares  subject to issuance
thereunder,  pursuant  to the Securities Act of 1933.  Absent registration, such
shares,  when  issued upon exercise of options, would be "restricted securities"
as  that  term  is  defined  in  Rule  144  under  the  Securities  Act of 1933.

     Optionees  have no rights as stockholders with respect to shares subject to
options  prior  to  the  issuance  of  shares  pursuant to the exercise thereof.
Options  issued to employees under the Plan shall expire no later than ten years
after  the  date  of  grant.  An option becomes exercisable at such time and for
such  amounts  as  determined at the discretion of the Board of Directors or the
Compensation  Committee at the time of the grant of the option.  An optionee may
exercise  a part of the option from the date that part first becomes exercisable
until  the  option  expires.  The  purchase  price for shares to be issued to an
employee  upon his exercise of an option is determined by the Board of Directors
or  the  Compensation Committee on the date the option is granted.  The purchase
price  is  payable  in  full  in cash, by promissory note, by net exercise or by
delivery  of  shares  of  our  common  stock  when  the  option  is  exercised.

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

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The  following table sets forth, as of March 15, 2000, the ownership of our
common  stock  by  each  of  our  directors  and  executive officers, all of our
executive  officers  and  directors  as  a group, and all persons known by us to
beneficially  own  more  than  5%  of  our  common  stock.

     Unless  otherwise  indicated  in  the footnotes to the table, the following
individuals  have  sole  vesting and sole investment control with respect to the
shares  they  beneficially  own  and the address of each beneficial owner listed
below  is  c/o  300  Orchard  City Drive, Suite 142, Campbell, California 95008.

     The  number  of shares beneficially owned by each stockholder is determined
under  rules  promulgated  by  the  Securities  and Exchange Commission, and the
information  is not necessarily indicative of beneficial ownership for any other
purpose.  Under such rules, beneficial ownership includes any shares as to which
the individual has sole or shared voting or investment power and also any shares
that  the  individual  has  the  right to acquire within 60 days after March 15,
2000.  The  inclusion  herein  of  such  shares, however, does not constitute an
admission that the named stockholder is a direct or indirect beneficial owner of
such shares. Unless otherwise indicated, each person named in the table has sole
voting  and  investment power (or shares such power with his or her spouse) with
respect to all shares of common stock listed as owned by such person.  The total
number  of  outstanding shares of common stock at March 15, 2000 was 12,881,875.


                                       49
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS OF                         AMOUNT AND NATURE   PERCENT OF
BENEFICIAL OWNER                              OF BENEFICIAL      CLASS (1)
                                              OWNERSHIP (1)
EXECUTIVE OFFICERS AND DIRECTORS:
------------------------------------------  ------------------  -----------
<S>                                         <C>                 <C>
Jack Marshall (2)(3)                                 3,033,817        22.0%
------------------------------------------  ------------------  -----------
Christopher McConn (4)                                 879,639         6.8%
------------------------------------------  ------------------  -----------
Lisa Marshall (2)(5)                                   327,735         2.2%
------------------------------------------  ------------------  -----------
Robert Free (6)                                         56,250            *
------------------------------------------  ------------------  -----------
Kay Wolf Jones (7)                                     342,540         2.6%
------------------------------------------  ------------------  -----------
Patrick Dane (8)                                       191,322         1.5%
------------------------------------------  ------------------  -----------
John Marshall (2)(9)                                   772,080         5.5%
------------------------------------------  ------------------  -----------
All directors and executive officers as a            5,603,383        40.0%
group (7 Persons) (3)(4)(5)(6)(7)(8)(9)
------------------------------------------  ------------------  -----------
OTHER 5% STOCKHOLDERS:
------------------------------------------  ------------------  -----------
George Perlegos                                      2,270,063        17.6%
------------------------------------------  ------------------  -----------
Keith Queeney                                          700,759         5.4%
------------------------------------------  ------------------  -----------
<FN>
*  Less  than  one  percent.

(1)     Calculated  pursuant  to Rule 13d-3(d) of the Securities Exchange Act of
1934.  Under Rule 13d-3(d), shares not outstanding which are subject to options,
warrants,  rights or conversion privileges exercisable within 60 days are deemed
outstanding  for  the  purpose of calculating the number and percentage owned by
such  person,  but are not deemed outstanding for the purpose of calculating the
percentage  owned  by  each  other  person  listed.

(2)     John  Marshall  is the father of Jack and Lisa Marshall, who are brother
and  sister.

(3)     Includes  916,539  shares  of  common  stock  subject  to  options  that
are  exercisable  within  60  days  of  the  date  hereof.

(4)     Includes  179,713  shares  of  common  stock subject to options that are
exercisable  within  60  days  of  the  date  hereof.

(5)     Includes  14,675  shares  of  common  stock  subject to options that are
 currently  exercisable

(6)     Includes  56,250  shares  of  common  stock  subject to options that are
currently exercisable.

(7)     Includes  23,647  shares  of  common  stock  subject to options that are
currently exercisable.

(8)     Includes  88,911  shares  of  common  stock  subject to options that are
currently  exercisable.

(9)     Includes  88,911  shares  of  common  stock  subject to options that are
currently  exercisable.
</TABLE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS


                                       50
<PAGE>
     Unless otherwise indicated, information in this Item 12 regarding shares of
our  common stock reflect the 1.5133753 for 1 conversion ratio applied to shares
of  Photoloft.com,  Inc.,  a California corporation, common stock at the time of
the  reorganization  referred  to  below.

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

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

     SERIES  B PREFERRED OFFERING.  In August 1996, conducted a private offering
of Photoloft.com, Inc., a California corporation series B preferred stock.  As a
result,  we  sold  150,000  shares  of  our series B preferred stock to Mr. Kris
Chellum  for  $45,000.  Each  outstanding  share of series B preferred stock was
converted  into  1.5  shares  of  common  stock  of  in  February,  1999.

     1996  CONSULTING  SERVICES. In 1996 we issued 53,472 shares of common stock
to  Mr.  Keith  Queeney  and  Mr.  Christopher  McConn  in exchange for services
provided  to  us.

     SERIES  C PREFERRED OFFERING. In October, 1997 we entered into an agreement
with  Kremen, Father & Partners to provide us with financial consulting services
and  assist  us  with  obtaining  financing.  One  of our former directors, Gary
Kremen,  was  a  principal of Kremen, Father & Partners. In exchange for $59,500
worth  of  services,  we  issued,  from  1997 to 1998, 63,384 shares of series C
preferred  stock  to  Mr.  Kremen.  Each outstanding share of series C preferred
stock  was  converted  into  1.5  shares  of  common  stock  in  February, 1999.
Currently,  we  no  longer  contract  with  Kremen,  Father  &  Partners for any
services.


                                       51
<PAGE>
     1998 CONSULTING SERVICES.  In 1998 we issued 176,006 shares of common stock
to  consultants  and employees who provided services to us. Under this offering,
Ms.  Lisa  Marshall  received  15,739  shares  of  common  stock.

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

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

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

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


                                       52
<PAGE>
     BAYTREE  CAPITAL  ASSOCIATES,  LLC.  In  February, 1999 Photoloft.com, Inc.
entered  into an agreement with Baytree Capital Associates, LLC which we assumed
after  the  reorganization  with  Data Growth, Inc. Under the agreement, Baytree
provided  financial  consulting  and  assistance  to  Photoloft.com,  Inc. which
including  the  structuring  and  negotiation of a loan, the identification of a
merger  candidate  and  the  assistance  with  the  reorganization.  For  their
services,  Baytree  received  25,000  shares  of  our  common stock and was paid
$10,000  in  non-accountable  expense  reimbursements.  In addition, Baytree has
been  granted  a 24 month right of first refusal with respect to any  subsequent
financings. Baytree also has unlimited "piggyback" registration rights as to its
25,000  shares.  Lynn  Dixon,  a  shareholder of Data Growth was instrumental in
locating  Data  Growth as an entity to be used in the reorganization.  Mr. Dixon
was  also  involved  in  the  negotiation  of  the  terms  of  the  transaction.

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

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

     In March 2000, we issued options to purchase up to 378,344 shares of common
Stock  to  Jack  Marshall,  pursuant  to  his  employment  agreement.

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

ITEM  13.  EXHIBITS,  LISTS  AND  REPORTS  ON  FORM  8-K


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

     Report  of  Independent  Certified  Public  Accountants              F-2
     Consolidated Balance Sheets as of December 31, 1999 and 1998         F-3
     Consolidated Statements of Operations for the Years Ended


                                       53
<PAGE>
          December 31, 1999 and 1998                                      F-4
     Consolidated  Statements of Shareholders' (Deficiency)
          Equity for the Years Ended December 31, 1999 and 1998           F-5
     Consolidated  Statements of  Cash  Flows  for  the  Years
          Ended  December  31,  1999 and 1998                             F-6
     Notes  to  Financial  Statements                                     F-7

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

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

<TABLE>
<CAPTION>
Exhibit No.  Exhibit Name
-----------  ----------------------------------------------------------------------------
<S>          <C>
        2.1  Agreement and Plan of Reorganization dated as of February 16, 1999 by
             and among Data Growth, Inc. Gary B. Peterson and the Registrant
             (Incorporated by Reference to Exhibit 2.1 of the Registrant's Registration
             Statement on Form 10-SB (File No. 000-26957), as amended (the "Form
             10-SB")).

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

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

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

        3.4  Certificate of Designations, Preferences and Rights of Series A
             Convertible Preferred Stock of the Registrant


                                       54
<PAGE>
        4.1  Sample Stock Certificate of the Registrant (Incorporated by Reference to
             Exhibit 4.1 of the Form 10-SB).

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

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

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

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

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

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

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

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

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

       10.9  Employment Agreement dated February 26, 1999 by and between Mr.
             Jack Marshall and the Registrant (Incorporated by Reference to Exhibit
             10.20 of the Form 10-SB).

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


                                       55
<PAGE>
      10.11  Form of Stock Option Agreement issued under the Stock Option Plan of
             the Registrant (Incorporated by Reference to Exhibit 10.22 of the Form
             10-SB).

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

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

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

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

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

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

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

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

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

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


                                       56
<PAGE>
      10.22  Warrant Agreement dated December 1999, by and between Barbara
             Marshall and the Registrant (Incorporated by Reference to Exhibit 10.38
             of the Form 10-SB).

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

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

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

      10.26  Securities Purchase Agreement dated March 3, 2000 by and between the
             purchasers of the Registrant's Series A Convertible Preferred Stock and
             the Registrant.

      10.27  Registration Rights Agreement dated March 3, 2000 by and between the
             purchasers of the Registrant's Series A Convertible Preferred Stock and
             the Registrant.

      10.28  Placement Agency Agreement dated March 3, 2000 by and between May
             Davis Group, Inc. and the Registrant.

      10.29  Form of Warrant Agreement to Purchase Common Stock issued to May
             Davis Group, Inc. as of March 3, 2000.

      10.30  Financial Management Support Services Agreement dated November 29, 1999
             by  and  between  Asher  Investment  Group,  Inc.  and  the  Registrant.

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

         24  Power of Attorney (included on signature page)

       27.1  Financial Data Schedule
</TABLE>

     (b)     No reports on Form 8-K were filed during the quarter ended December
             31,  1999.


                                       57
<PAGE>
                                   SIGNATURES

     In  accordance  with  Section  13 or 15(d) of the Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized,  on  March  30,  2000.

                                                  PHOTOLOFT.COM


                                                  /s/  Jack  Marshall
                                                  -------------------
                                                  Jack  Marshall
                                                  President


                                POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>
SIGNATURE                                            TITLE                   DATE
----------------------------------------  ----------------------------  --------------
<S>                                       <C>                           <C>
/s/ Jack Marshall                         President, Director,          March 30, 2000
----------------------------------------
Jack Marshall                             Chief Executive Officer and
                                          Chief Financial Officer
                                          (principal accounting officer)


/s/ Christopher McConn                    Chief Technology Officer and  March 30, 2000
----------------------------------------
Christopher McConn                        Director


/s/ Patrick Dane                          Director                      March 30, 2000
----------------------------------------
Patrick Dane


/s/ John Marshall                         Director                      March 30, 2000
----------------------------------------
John Marshall
</TABLE>


                                       58
<PAGE>
<TABLE>
<CAPTION>
<S>                                                 <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS           F - 2

FINANCIAL STATEMENTS
Balance sheets                                               F - 3
Statements of operations                                     F - 4
Statements of shareholders' (deficiency) equity              F - 5
Statements of cash flows                                     F - 6
Notes to financial statements                       F - 7 - F - 22
</TABLE>


                                      F-1
<PAGE>
REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS


The  Board  of  Directors  and  Shareholders  of
PhotoLoft.com,  Inc.

We  have  audited  the  accompanying  balance sheets of PhotoLoft.com, Inc. (the
Company)  as  of  December  31,  1999  and  1998,  and the related statements of
operations, shareholders' (deficiency) equity, and cash flows for the years then
ended.  These  financial  statements  are  the  responsibility  of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of PhotoLoft.com, Inc. as of
December 31, 1999 and 1998, and the results of its operations and cash flows for
the  years  then  ended,  in  conformity  with  generally  accepted  accounting
principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
financial statements, the Company has an accumulated deficit of $4,651,600 as of
December  31,  1999  and  incurred  a  net loss of $4,752,100 for the year ended
December  31,  1999.  Additionally,  the Company has negative working capital of
$650,600 as of December 31, 1999. 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 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  Jose,  California
February  11,  2000,  except  for Note 12, for which the date is March 24, 2000.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                         PHOTOLOFT.COM

                                        BALANCE SHEETS

December 31,                                                           1999         1998
-------------------------------------------------------------------------------------------
<S>                                                                <C>           <C>
ASSETS (Note 7)
CURRENT ASSETS:
  Cash and cash equivalents (Notes 10 and 11)                      $   175,300   $  370,000
  Accounts receivable, net of allowance for doubtful accounts
    of $16,900 and $16,500, respectively (Note 10)                      60,100            -
  Notes receivable, current portion (Notes 2 and 8)                    250,000      658,000
  Prepaid expenses and other current assets                             49,500            -
  Deferred income taxes (Note 9)                                             -      183,100
-------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                   534,900    1,211,100
PROPERTY AND EQUIPMENT, net (Note 3)                                   418,000       65,700
NOTES RECEIVABLE, less current portion (Note 2)                              -    1,656,700
OTHER ASSETS                                                            17,200        5,500
-------------------------------------------------------------------------------------------
                                                                   $   970,100   $2,939,000
===========================================================================================
LIABILITIES AND SHAREHOLDERS' DEFICIENCY EQUITY
-------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
  Notes payable to bank (Note 7)                                   $         -   $        -
  Accounts payable                                                     906,800      129,500
  Accrued expenses (Notes 4 and 12)                                    263,500       73,500
  Deferred revenue                                                      15,200       36,300
  Deferred income taxes (Note 9)                                             -      263,600
-------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                            1,185,500      502,900
DEFERRED INCOME TAXES (Note 9)                                               -      666,700
-------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                    1,185,500    1,169,600
-------------------------------------------------------------------------------------------
COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENTS (Notes 5, 6, 10
  and 12)
SHAREHOLDERS' (DEFICIENCY) EQUITY: (Notes 6, 8, 11 and 12)
  Preferred stock, $0.001 par value; 500,000 shares authorized;              -            -
    no shares issued and outstanding
  Common stock, $0.001 par value; 50,000,000 shares authorized;         12,900        6,700
    12,881,875 and 6,650,143 shares issued and outstanding,
    respectively
  Additional paid-in capital                                         4,904,500      648,200
  Deferred compensation                                               (481,200)           -
  (Accumulated deficit) Retained earnings                           (4,651,600)   1,114,500
-------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' (DEFICIENCY) EQUITY                               (215,400)   1,769,400
-------------------------------------------------------------------------------------------
                                                                   $   970,100   $2,939,000
===========================================================================================
                                            See accompanying notes to financial statements.
</TABLE>


                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                                             PHOTOLOFT.COM

                                       STATEMENTS OF OPERATIONS

Years Ended December 31,                                                  1999         1998
-----------------------------------------------------------------------------------------------
<S>                                                                   <C>           <C>
REVENUES (Note 10)                                                    $   254,500   $  674,300
COST OF REVENUES                                                          124,200      113,000
-----------------------------------------------------------------------------------------------
GROSS PROFIT                                                              130,300      561,300
-----------------------------------------------------------------------------------------------
OPERATING EXPENSES:
  Sales and marketing                                                   1,217,200      325,000
  General and administrative                                            4,405,900      999,000
-----------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                                                5,623,100    1,324,000
-----------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS                                                   (5,492,800)    (762,700)
-----------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
  Sale of trade name (Note 2)                                                   -    3,100,000
  Loss on settlement of note receivable (Note 2)                         (108,100)           -
  Interest income                                                         110,600       76,900
  Interest expense                                                         (6,000)        (500)
  Other                                                                    (1,200)      (2,400)
-----------------------------------------------------------------------------------------------
TOTAL OTHER INCOME (EXPENSE)                                               (4,700)   3,174,000
-----------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES                                      (5,497,500)   2,411,300
--------------------------------------------------------------------  ------------  -----------
INCOME TAX (BENEFIT) EXPENSE (Note 9)                                    (745,400)     748,000
-----------------------------------------------------------------------------------------------
NET  INCOME (LOSS)                                                     (4,752,100)   1,663,300

Deemed dividend on issuance of warrants                                    80,000            -
Deemed dividend on  conversion of preferred stock into common stock       934,000            -
-----------------------------------------------------------------------------------------------
Net income (loss) available to common shareholders                    $(5,766,100)  $1,663,300
===============================================================================================
Basic earnings (loss) per share                                       $     (0.49)  $     0.26
===============================================================================================
Diluted earnings (loss) per share                                     $     (0.49)  $     0.18
===============================================================================================
Basic weighted-average common shares                                   11,658,200    6,488,300
  outstanding
Stock options                                                                   -    2,799,400
-----------------------------------------------------------------------------------------------
Diluted weighted-average common shares outstanding                     11,658,200    9,287,700
===============================================================================================
                                                See accompanying notes to financial statements.
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                                        PHOTOLOFT.COM

                                     STATEMENTS OF SHAREHOLDERS' (DEFICIENCY) EQUITY

                                                                            Paid-in                      Retained
                                                                           Additional                    Earnings
                                                          Common Stock      Paid-in     Deferred Stock  (Accumulated
                                                       ------------------
                                                        Shares    Amount    Capital     Compensation     Deficit)       Total
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>         <C>      <C>         <C>             <C>           <C>

BALANCES, December 31, 1997                            6,326,471  $ 6,400  $  515,400  $           -   $  (548,800)  $   (27,000)
Issuance of stock for services                           323,672      300     132,800              -             -       133,100
Net income                                                     -        -           -              -     1,663,300     1,663,300
---------------------------------------------------------------------------------------------------------------------------------
BALANCES, December 31, 1998                            6,650,143    6,700     648,200              -     1,114,500     1,769,400
Exercise of stock options                              3,131,187    3,100     142,100              -             -       145,200
Issuance of common stock for services                    124,111      100     156,500              -             -       156,600
Deemed dividend on beneficial conversion of                    -        -     934,000              -      (934,000)            -
    preferred stock into common stock
Issuance of common stock in connection with reverse      625,000      600       4,900              -             -         5,500
    merger
Sale of common stock, net of stock issuance costs of   2,351,434    2,400   1,453,600              -             -     1,456,000
    approximately $56,500
Deemed dividend on issuance of warrants in                     -        -      80,000              -       (80,000)            -
    connection with sale of common stock
Deferred stock compensation                                    -        -     803,800       (803,800)            -             -
Amortization of deferred stock compensation                    -        -           -        322,600             -       322,600
Compensation associated with stock option grants               -        -     681,400              -             -       681,400
Net loss                                                       -        -           -              -    (4,752,100)   (4,752,100)
---------------------------------------------------------------------------------------------------------------------------------
BALANCES, December 31, 1999                           12,881,875  $12,900  $4,904,500  $    (481,200)  $(4,651,600)  $  (215,400)
=================================================================================================================================
                                                                                  See accompanying notes to financial statements.
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                                   PHOTOLOFT.COM

                                            STATEMENTS OF CASH FLOWS

Years Ended December 31,                                                         1999          1998
-------------------------------------------------------------------------------------------------------
<S>                                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                          $(4,752,100)  $ 1,663,300
  Adjustments to reconcile net income (loss) to net cash used in operating
    activities:
      Depreciation and amortization                                               82,100        13,200
      Allowance for doubtful accounts                                             16,900       (75,100)
      Compensation relating to stock options and warrants issued               1,004,000             -
      Gain on sale of trade name                                                       -    (3,100,000)
      Loss on settlement of note receivable                                      108,100             -
      Accrued interest on note receivable                                        (32,900)            -
      Issuance of stock for services                                             156,600       133,100
      Changes in operating assets and liabilities:
        Accounts receivable                                                      (77,000)      170,700
        Prepaid expenses and other current assets                                (49,500)        6,600
        Deferred income taxes                                                   (747,200)      747,200
        Accounts payable                                                         777,300        65,000
        Accrued expenses                                                         190,000       (21,300)
        Deferred revenue                                                         (21,100)       36,300
-------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                                         (3,344,800)     (361,000)
-------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Principal received under note receivable                                     2,239,500       785,300
  Purchase of property and equipment                                            (434,400)      (51,100)
  Other assets                                                                   (11,700)       (3,200)
NET CASH PROVIDED BY INVESTING ACTIVITIES                                      1,793,400       731,000
-------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances on line of credit                                                     409,700             -
  Repayments on line of credit                                                  (409,700)            -
  Proceeds from issuances of stock                                             1,400,700             -
  Payment of stock issuance costs                                                (44,000)            -
-------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                      1,356,700             -
-------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            (194,700)      370,000
CASH AND CASH EQUIVALENTS, beginning of period                                   370,000             -
-------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period                                     $   175,300   $   370,000
=======================================================================================================
                                                        See accompanying notes to financial statements.
</TABLE>


                                      F-6
<PAGE>
                                     PHOTOLOFT.COM

                           NOTES TO FINANCIAL STATEMENTS

1.  SUMMARY  OF  ACCOUNTING  POLICIES

The  Company

PhotoLoft.com,  Inc.  (formerly  AltaVista  Technology,  Inc.)  (the Company)  a
California  corporation,  was  incorporated  on  November  17, 1993. The Company
provides  users  with  advanced,  easy-to-use  technology  to  instantly create,
share  and  print  Internet  photo  albums.

On  March  1,  1999,  100%  of  the  Company's  outstanding  common  stock  was
acquired  by  PhotoLoft.com (formerly Data Growth, Inc., a publicly traded shell
corporation) (PhotoLoft), a Nevada Corporation, in exchange for 9,579,268 shares
of  PhotoLoft's  $.001  par  value  common  stock.  For accounting purposes, the
acquisition  has  been treated as the acquisition of PhotoLoft, with the Company
as  the  acquiror  (reverse  acquisition).

The  shares  held  by  the  shareholders  of  PhotoLoft prior to the acquisition
(625,000  shares  after  reflecting  a 2.46 to 1 reverse stock split effected by
PhotoLoft  immediately prior to the acquisition) have been recognized as if they
were  issued  in  connection  with  the acquisition of PhotoLoft by the Company.
Since  PhotoLoft 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  the  Company. The historical information prior to March 1,
1999  is  that  of  the  Company.

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 $4,651,600 as of December
31,  1999  and incurred a net loss of $4,752,100 for the year ended December 31,
1999.  Additionally,  the Company has negative working capital of $650,600 as of
December  31,  1999.


                                      F-7
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

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 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. Management is
also  pursuing  additional  financing  and  has obtained additional financing of
$910,000 through the issuance of 100 shares of convertible preferred stock (Note
12).

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.

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.

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.


                                      F-8
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

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

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

Note  receivable:

The  fair  value  for  the  note  receivable  is  estimated  based  on  current
interest  rates  available to the Company for investments with similar terms and
remaining  maturities.

Accounts  payable  and  short-term  debt:

The  fair  value  of  accounts  payable  and  short-term  debt approximates cost
because  of  the  short  period  of  time  to  maturity.

As  of  December  31,  1999 and 1998, the fair values of the Company's financial
instruments  approximate  their  historical  carrying  amounts.

Revenue  Recognition

The  Company's  revenues  are  derived  principally  from  the  sale  of  banner
advertisements  and subscriptions for web hosting services. 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. Product revenue is recognized upon shipment, provided no
significant  obligations  remain  and  collectibility  is  possible.


                                      F-9
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

Periodically  the Company  will  engage  in barter transactions,  which  are the
exchange by the Company  of  advertising  space  on  the Company's web sites for
reciprocal  advertising  space  on  other  web sites. Revenues from these barter
transactions  are recorded as advertising revenues at the lower of the estimated
fair value of the  advertisements  received or delivered and are recognized when
the  advertisements  are  run  on  the Company's web sites.  Barter expenses are
recorded when  the Company's advertisements are run on the reciprocal web sites,
which  is  typically  in  the  same period as when advertisements are run on the
Company' web sites.  There was no barter revenue in the years ended December 31,
1999 and 1998.

Advertising

The  cost  of  advertising  is  expensed  as incurred. Advertising costs for the
years  ended  December  31,  1999  and  1998  aggregated  $989,300  and $26,000,
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-10
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

New  Accounting  Pronouncement

In  September  1998,  the  Financial  Accounting  Standards  Board (FASB) issued
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 liabilities, that are attributable to the hedged
risk,  or  (ii)  the earnings effect of the hedged forecasted transaction. For a
derivative  not  designated  as  a  hedging  instrument,  the  gain  or  loss is
recognized  in income in the period of change. SFAS No. 133 is effective for all
fiscal  quarters  of  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 to affect its financial statements.

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 the year ended December 31, 1999,
options  to  purchase  3,609,001  shares  of  common  stock,  respectively, were
excluded from computation of diluted earnings per share since their effect would
be  antidilutive.  For  the  year  ended  December 31, 1998, options to purchase
2,728,539  shares  of common stock were excluded from the computation of diluted
earnings  per  share  because  the  options' exercise price was greater than the
estimated  average  fair  market  value  of  the  common  shares.


                                      F-11
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

2.  SALE  OF TRADE NAME
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.

3.  PROPERTY  AND  EQUIPMENT

A  summary  of  property and equipment follows:

<TABLE>
<CAPTION>
December 31,                     1999     1998
------------------------------------------------
<S>                            <C>       <C>
Office equipment               $521,200  $90,500
Furniture and fixtures           13,000    9,300
------------------------------------------------
                                534,200   99,800
Less accumulated depreciation   116,200   34,100
------------------------------------------------
                               $418,000  $65,700
================================================
</TABLE>

4.  ACCRUED  EXPENSES

A  summary  of  accrued  expenses  follows:

<TABLE>
<CAPTION>
December 31,                              1999     1998
---------------------------------------------------------
<S>                                     <C>       <C>
Vacation                                $ 54,000  $24,900
Litigation Settlement (Notes 6 and 12)   111,900        -
Consulting fees                           61,900   20,000
Salaries and wages                        16,400   19,900
Other                                     19,300    8,700
---------------------------------------------------------
                                        $263,500  $73,500
=========================================================
</TABLE>


                                      F-12
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

5.  COMMITMENTS  AND   CONTINGENCIES

Leases

The Company leases its facilities and certain equipment under operating  leases.
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 these operating leases for the years ended December 31, 1999 and 1998
was  $  98,100 and $39,900, respectively.

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

<TABLE>
<CAPTION>
Years ending December 31,      Amount
--------------------------------------
<S>                            <C>
2000                           $22,700
2001                            17,400
2002                             3,500
--------------------------------------
Future minimum lease payments  $43,600
======================================
</TABLE>

In  October  1999,  the  Company  terminated  its  office  lease  and  sub-lease
agreements (Note 12). The facility lease now operates on a month-to-month basis.
Therefore, the monthly obligation related to the facility lease is not reflected
in  the  above  minimum  lease  payment  schedule.

In  February  1999,  the  Company  entered into an employment agreement with one
of  its officers which provides for a severance payment of base salary and bonus
compensation  through  December  31,  2001,  as well as immediate vesting of all
outstanding  stock  options  if  the  officer  is terminated without cause.  The
employment  agreement also provides that the officer receives bonus compensation
of  at  least  $60,000  if  the Company reaches certain specific milestones, and
options  to  purchase  between 378,344 and 1,135,031 shares of common  stock  if
traffic  to  the  Company's  web site reaches an average of 500,000 to 1,000,000
hits  per  day in  any particular month.  The exercise price will be the closing
price  on  the  first  day  following  the  month in which the milestone is met.
(Note 12)

In  November  1999,  the  Company  entered into an agreement to obtain financial
management  services  valued  at  a minimum of $5,000 per month through May 2000
(Note  8).

6.  LEGAL  MATTERS

In  April  1999, a former employee and co-founder of ID 4 Life, a product of the
Company,  filed  an  action  against  the  Company arising out of  the  disputed
ownership of the  ID4Life division  of the Company and the termination  of  that
person's employment. In January 2000, in exchange for the release of all claims,
the Company paid $20,000 and allowed the former employee to exercise options  to
purchase  32,500  shares  of common stock at no cost.


                                      F-13
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

In  June  1999,  a  third  party corporation filed an action against the Company
alleging  trade  secret  misappropriations,  unfair  competition,  and breach of
contract  arising  out of the activities of one of the Company's employees.  The
Company  is  presently  in settlement negotiations with the plaintiff, and it is
the opinion of management that the outcome of this matter will be a non-monetary
settlement  and  will  not  materially affect the consolidated operations or the
consolidated  financial  position  of  the  Company.

7.  DEBT  AGREEMENTS

The  Company  maintains  a $200,000  revolving line of credit  with  a bank that
is secured by all corporate assets, including accounts receivable, inventory and
intangible  assets. The loan is limited to $100,000 until  the Company  fulfills
certain milestone covenants and pays an additional loan fee.  The line of credit
accrues interest at 2% over the Lender's Prime Rate.  Advances against the  line
of credit are limited to 70% of eligible accounts receivable. As of December 31,
1999 and 1998, this line of credit had no  outstanding  balance.

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%. The line of credit expires September 2000, and is automatically
renewable unless written notice is given by either party. In September 1999, the
Company  borrowed  $409,700  under  this  line  of credit, and repaid the entire
balance  in  October  1999.

8.  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  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 then 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-14
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

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
6,650,145 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.

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. This amount is classified as notes
receivable  as  of December 31, 1999. In connection with this issuance of stock,
the  Company issued warrants to purchase an aggregate of 66,000 shares of common
stock.  The Company recorded a deemed dividend of $80,000 for the value of these
warrants.


                                      F-15
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

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 is being amortized over the one year term
of  the  agreement.

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  (Note  5).  These  warrants vested immediately, resulting in deferred
compensation  cost of $585,000, which is being amortized over the six month term
of  the  agreement.

As  of  December  31,  1999,  the  following  common  stock warrants were issued
and  outstanding:

<TABLE>
<CAPTION>
Issued with respect to:   Shares subject to warrant  Exercise price   Expiration Date
=====================================================================================
<S>                       <C>                        <C>              <C>
Services agreement                          350,000  $          2.31  Sept. 2004
Services agreement                          500,000  $          1.01  Nov. 2004
Issuance of common stock                     66,000  $          1.53  Dec. 2004
=====================================================================================
</TABLE>

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.  The
number  of  shares  authorized  for  options under the Plan is 3,800,000.  As of
December  31,  1999, there were 148,499 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  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  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.


                                      F-16
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

A  summary  of  the  status  of  the  Company's stock option plan as of December
31,  1999  and 1998 and changes during the years then ended (restated to reflect
the  1.513  stock  split in February 1999), is presented in the following table:

<TABLE>
<CAPTION>
                                               Options Outstanding
                                   December 31, 1999          December 31, 1998
                                  ----------------------------------------------
                                                Wtd.-Avg.              Wtd.-Avg.
                                                   Exer.                 Exer.
                                   Shares         Price      Shares      Price
--------------------------------------------------------------------------------
<S>                              <C>           <C>         <C>        <C>
Beginning                         5,557,518    $    0.235  2,881,946  $    0.001
Granted                           1,486,576    $    2.358  2,675,572  $    0.480
Exercised                        (3,131,187)   $    0.046          -           -
Canceled                           (271,407)   $    0.048          -           -
--------------------------------------------------------------------------------
Ending                            3,641,501    $    0.754  5,557,518  $    0.235
================================================================================
Exercisable at year-end           1,685,534                3,194,588
                                 ==========                =========
Wtd.-avg. fair value of options                $    1.875             $    0.129
granted during the year                        ==========             ==========
</TABLE>

Due  to  the  1.513  stock  split,  the  effective  exercise  price of the stock
options originally granted at $0.75 was now $0.50; on March 1, 1999, the Company
adjusted  the  exercise  price  to  $0.48.

In  December  1999,  the  Company  repriced  certain  options granted 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-17
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

The  following  table  summarizes  information  about  stock options outstanding
as  of  December  31,  1999:

<TABLE>
<CAPTION>
                        Options Outstanding          Options Exercisable
                       ----------------------------  -------------------
                         Wtd.-Avg.
Range of     Number      Remaining    Wtd.-Avg.     Number     Wtd.-Avg.
Exercise   Outstanding  Contractual   Exercise   Exercisable   Exercise
 Prices    at 12/31/98      Life        Price    at 12/31/99     Price
-------------------------------------------------------------------------
<S>          <C>        <C>          <C>           <C>        <C>
0.48        2,675,219   8.58 years  $       0.48  1,217,224  $       0.48
1.50-$2.00    965,350   9.59 years  $       1.51    467,377  $       1.51
5.50              932   9.50 years  $       5.50        932  $       5.50
            ---------                             ---------
            3,641,501                             1,685,534
           ==========                             =========
</TABLE>


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 stock options at the grant date by using the minimum value method with
the following weighted-average assumptions used for the grants in 1999 and 1998,
respectively:  dividend  yield of 0; expected volatility of 79% and 0; risk-free
interest  rate of 5.0% and 6.0%; and an expected life of five years for all plan
options.


                                      F-18
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
Year ended December 31,                      1999         1998
<S>                                      <C>           <C>
Net (loss) income available to common
  shareholders:
    As reported                          $(5,766,100)  $1,663,300

    Pro forma                            $(6,012,500)  $1,317,800
---------------------------------------  ------------  ----------
Basic (loss) earnings per share:
                                         $     (0.49)  $     0.26
    As reported
    Pro forma                            $     (0.52)  $     0.20
---------------------------------------  ------------  ----------
Diluted (loss) earnings per share:
                                         $     (0.49)  $     0.18
    As reported
    Pro forma                            $     (0.52)  $     0.14
</TABLE>

9.  INCOME  TAXES
For  the  years  ended  December 31, 1999 and 1998, income tax (benefit) expense
comprises:

<TABLE>
<CAPTION>
1999     CURRENT    DEFERRED     TOTAL
-----------------------------------------
<S>      <C>       <C>         <C>
FEDERAL  $      -  $(628,600)  $(628,600)
STATE       1,800   (118,600)   (116,800)
-----------------------------------------
         $  1,800  $(747,200)  $(745,400)
=========================================

1998     Current   Deferred    Total
-----------------------------------------
Federal  $      -  $ 628,600   $ 628,600
State         800    118,600     119,400
-----------------------------------------
         $    800  $ 747,200   $ 748,000
=========================================
</TABLE>


                                      F-19
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

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  1999  and  1998  to  income  (loss)  before  income  taxes:

<TABLE>
<CAPTION>
Years ended December 31,                                        1999         1998
------------------------------------------------------------------------------------
<S>                                                         <C>           <C>
Federal income tax at statutory rate                        $(1,869,200)  $ 819,800
State income taxes, net of federal benefit                     (319,300)    138,200
Compensation associated with warrant/stock
  option grants                                                 402,600           -
Increase (decrease) in valuation allowance                      974,100    (211,200)
Other, net                                                       66,400       1,200
------------------------------------------------------------------------------------
                                                            $  (745,400)  $ 748,000
====================================================================================
</TABLE>

Deferred  tax  assets  (liabilities)  comprise  the  following:

<TABLE>
<CAPTION>
December 31,                            1999        1998
-----------------------------------------------------------
<S>                                  <C>         <C>
Loss carryforwards                   $ 952,300   $ 166,600
Reserves not currently deductible        6,700      16,500
Installment sale of trade name               -    (919,700)
Depreciation                            (6,400)    (10,600)
Compensation and benefits               21,500           -
Valuation allowance                   (974,100)          -
-----------------------------------------------------------
Total deferred tax liabilities       $       -   $(747,200)
-----------------------------------------------------------
</TABLE>

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

As  of  December  31,  1999,  the  Company  has net operating loss carryforwards
available  to  reduce future taxable income, if any, of approximately $2,540,000
and  $1,447,000 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.


                                      F-20
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

10.  CONCENTRATIONS

Major  Customers

For  the  year  ended  December  31,  1999,  three  customers accounted for 24%,
14%  and  14%  of  net  revenues,  respectively.  As of December 31, 1999, these
customers  accounted  for  94.9%  of total accounts receivable.  During the year
ended  December  31, 1998, the Company had no customers that comprised more than
10%  of  net  revenues.

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, 1999, the Company had deposits at one financial institution
that  aggregated  $152,000,  of which $100,000 is insured by the Federal Deposit
Insurance  Corporation.

11.  STATEMENT  OF  CASH  FLOWS

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.  During  the  year  ended  December  31,  1998,  non-cash  financing
activities included the issuance of 323,672 shares of common stock  for services
aggregating  approximately  $133,100.

During  the  year ended December 31, 1999, the Company paid $7,100 for interest,
And  $1,800 for income taxes. During 1998, the Company paid $2,800 for interest,
and  $800  for  income  taxes.

12.  SUBSEQUENT EVENTS

In January 2000, the lessor of the Company's facility filed  an  action  against
the Company alleging a breach of a written lease agreement.  The Company expects
that its exposure in this matter will not exceed $100,000 and  has  accrued  its
estimated  liability  as  of  December  31,  1999.


                                      F-21
<PAGE>
                                  PHOTOLOFT.COM

                         NOTES TO FINANCIAL STATEMENTS

In March 2000, the Company granted an officer options to purchase 378,344 shares
of  common  stock  at  an exercise  price  of  $3.44 as a bonus, pursuant to the
officer's  employment  agreement  described  in  Note  5.

In  March  2000,  the  Company  obtained  additional  financing of $910,000, net
of  issuance  costs  of  $90,000, through the issuance of 100 shares of Series A
convertible  preferred  stock to investors.  The Company also issued warrants to
purchase  an  aggregate of 175,000 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.


                                      F-22
<PAGE>
<TABLE>
<CAPTION>
                                    INDEX TO EXHIBITS

Exhibit No.  Exhibit Name
-----------  ----------------------------------------------------------------------------
<S>          <C>
        2.1  Agreement and Plan of Reorganization dated as of February 16, 1999 by
             and among Data Growth, Inc. Gary B. Peterson and the Registrant
             (Incorporated by Reference to Exhibit 2.1 of the Registrant's Registration
             Statement on Form 10-SB (File No. 000-26957), as amended (the "Form
             10-SB")).

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

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

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

        3.4  Certificate of Designations, Preferences and Rights of Series A
             Convertible Preferred Stock of the Registrant

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

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

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

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

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

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


                                       62
<PAGE>
       10.5  Amendment to an Agreement with Infomedia, dated January 15, 1999
             (Incorporated by Reference to Exhibit 10.16 of the Form 10-SB).

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

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

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

       10.9  Employment Agreement dated February 26, 1999 by and between Mr.
             Jack Marshall and the Registrant (Incorporated by Reference to Exhibit
             10.20 of the Form 10-SB).

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

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

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

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

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

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


                                       63
<PAGE>
      10.16  Agreement, dated July 31, 1998, by and between Digital Equipment
             Corporation and the Registrant (Incorporated by Reference to Exhibit
             10.32 of the Form 10-SB).

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

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

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

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

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

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

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

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

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

      10.26  Securities Purchase Agreement dated March 3, 2000 by and between the
             purchasers of the Registrant's Series A Convertible Preferred Stock and
             the Registrant.


                                       64
<PAGE>
      10.27  Registration Rights Agreement dated March 3, 2000 by and between the
             purchasers of the Registrant's Series A Convertible Preferred Stock and
             the Registrant.

      10.28  Placement Agency Agreement dated March 3, 2000 by and between May
             Davis Group, Inc. and the Registrant.

      10.29  Form of Warrant Agreement to Purchase Common Stock issued to May
             Davis Group, Inc. as of March 3, 2000.

      10.30  Financial Management Support Services Agreement dated November 29, 1999
             by  and  between  Asher  Investment  Group,  Inc.  and  the Registrant.

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

         24  Power of Attorney (included on signature page)

       27.1  Financial Data Schedule
</TABLE>


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