PHOTOLOFT COM
10SB12G/A, 2000-02-02
BUSINESS SERVICES, NEC
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       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 1999


                          Registration No.:  0-266932

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        AMENDMENT NUMBER 3 TO FORM 10-SB
                   GENERAL FORM FOR REGISTRATION OF SECURITIES
                            OF SMALL BUSINESS ISSUER
                          UNDER SECTION 12(B) OR (G) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                              ____________________


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

         NEVADA                                              87-0431036
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                            Identification Number)


          300 ORCHARD CITY DRIVE, SUITE 142 CAMPBELL, CALIFORNIA  95008
              (Address of Principal Executive Offices and Zip Code)

                    Issuer's Telephone Number: (408) 364-8777


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


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

                               Common stock, par value $.001 per share


<PAGE>
                                  PHOTOLOFT.COM

                                   FORM 10-SB

                                Table of Contents

<TABLE>
<CAPTION>
<S>        <C>
Item 1     Description of Business                                                        3
Item 2     Management's Discussion and Analysis or Plan of Operations                    20
Item 3     Description of Properties                                                     35
Item 4     Security Ownership of Certain Beneficial Owners and Management                36
Item 5     Directors, Executive Officers, Promoters and Control Persons                  38
Item 6     Executive Compensation                                                        41
Item 7     Certain Relationships and Related Transactions                                45
Item 8     Legal Proceedings                                                             48
Item 9     Market For Common Equity and Related Stockholder Matters                      48
Item 10    Recent Sales of Unregistered Securities                                       50
Item 11    Description of Registrant's Securities to be Registered                       54
Item 12    Indemnification of Directors and Officers                                     58
Item 13    Financial Statements                                                          59
Item 14    Changes in and Disagreements with Accountants on Accounting and Financial
           Disclosure                                                                    59
Item 15    Financial Statements and Exhibits                                            F-1
</TABLE>



<PAGE>
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.  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.
We  are  also  developing an e-commerce program through which we will market and
sell  a  complete  line  of  photo-personalized  gifts and customized electronic
greeting  cards, consumables such as ink, paper and other digital imaging items,
and  photos  offered  by  professional  photographers.


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.


                                        3
<PAGE>
     We  initiated  our current business model in June 1998 and in that respect,
we  are  much  like  a  start-up  company.  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 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  7. Certain Relationships and
Related  Transactions."  All  of  our  business  is  currently conducted through
Photoloft.com,  Inc.,  and  our  principal  executive offices are located at 300
Orchard  City  Drive,  Suite 142, Campbell, California.  Our telephone number at
this  address  is  (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.

     Sales  of  digital  cameras  have  increased  dramatically.  According  to
NewMedia,  digital  camera  prices dropped 40 percent to 50 percent during 1998,
making  them  more  accessible  to  more people and the digital camera market is
currently  enjoying  a  boom  that is expected to reach $5.4 billion in sales by
2002.  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".




                                        4
<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
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.


                                        5
<PAGE>
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.  The first
component  of  the  e-commerce  program is in place today and offers customers a
choice  of  over  150 photo-personalized gift items.  For example, end users can
purchase  shirts, coffee mugs or puzzles with their photographs printed on them.
The  second  component  of  the  e-commerce program is photo-personalized cards,
which are greeting cards with particular photographs printed on them and include
personalized  greetings  drafted  by  the  end  user.  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  third component of the e-commerce solution includes on-line sales of
digital  imaging  products  such  as  cameras, scanners and printers and will be
implemented  in  the  first quarter of the year 2000. 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
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 which 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 that are
constantly  looking  for  ways  to  increase  the  traffic  on  their web sites.
Utilizing  PhotoLoft.com's  unique  co-branding  and private label opportunities
which  are  discussed  below.
[/R]

                                        6
<PAGE>
     The  final  component  of  the  e-commerce  solution  involves
PhotoLoft.com-enabled  e-commerce.  This  product  was  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.

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
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.
[/R]
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.


                                        7
<PAGE>
     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  members.

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  approximately  38  co-branding  agreements and 4 private label agreements.

     We  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 UMAX, 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;  and  create  links  from  their  web  sites.

     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."



                                        8
<PAGE>
     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
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."

     We  are  also  maximizing  relationships  with  other web sites to increase
traffic  on  our  own  web  site by linking our web site to other web sites.  We
already  have  agreements  in  place  with Compaq Computer; Lycos; Hylas; Tribal
Voice  and  Netopia,  and are actively pursuing additional agreements with other
web  sites.  See  "Marketing  and  Promotion--web  Site  Partnering."

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 photo-personalized gifts, and plans are in
place  for  phased  introduction  of additional products and services, including
photo-personalized  greeting  cards,  consumables,  and  photos  offered  by
professional  photographers.  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 to 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.

     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.


                                        9
<PAGE>
     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;  and  brings  more  users  to  our  site.

     Another  important  aspect  of our community experience is the contents 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.
[/R]

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.


                                       10
<PAGE>
     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.

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
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 which 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 120 gift items, ranging from T-shirts to coffee
mugs,  all emblazoned with the image of their choice.  This service is currently
provided  to  us  through  an  arrangement  with  Pix.com, a leader in web-based
e-commerce.  Under  terms of the agreement, we share the generated revenues with
Pix.com;  however,  we  retain  the right to utilize other services or implement
this  program  itself  at  any  time.


     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 will combine both of these
successful  approaches  into  an  easy Internet solution.  Initially our members
will  be  able  to  choose  from  over  140 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 and we will print and mail the card for
them.  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 value-added service that will trigger an e-mail reminder
when  an important "card giving" occasion, such as a birthday or anniversary, is
approaching.  Our  greeting card products and services were rolled out in stages
and  fully  operational  in  October,  1999.

     The  next  phase  of  our  e-commerce  solution  will  be  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 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 the
first  quarter  of  2000  and  anticipate  entering  into resale agreements with
wholesalers  of  digital  imaging  products.


                                       11
<PAGE>
     During  the  first  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'd 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. hese include 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.


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, password
protection  if  the  user opts for privacy; and merchandise 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  recently  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.


                                       12
<PAGE>

     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.


     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,  Hylas,  Tribal  Voice, and
Netopia,  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.


                                     13
<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 UMAX, 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.


     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". Typically, 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.



                                       14
<PAGE>
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.

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 Exchange(TM), 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 Single Processor
Pentium  400's  with  one  gigabyte of storage space to support the web site and
Dual  Processor  Pentium 400's with one gigabyte of storage space to support the
images  posted  on  our web site. Currently, there is one dual Processor Pentium
400  with  512  megabytes  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
intend  to  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  24  hours  to  facilitate  database
reconstruction  in  the  case  of hardware or software failure.  These files are
written  to the hard disk and the CD-ROM that is generated nightly.  All data is
backed  up  on  a  daily basis utilizing CD-ROM Burner and software developed in
house.  Currently,  the  average Photoloft.com web site serves .8 page views/sec
and  the  average  peak  load is 1.13 page views/sec.  With the above referenced
software  and  hardware  configurations, it has been determined that the current
peak  load  served  is  15  page views per second per image server. With 6 image
servers,  the site is capable of 90 page views 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.


                                       15
<PAGE>

     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
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.

     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
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 2. Management's Discussion and Analysis
or  Plan  of  Operations--Risk  Factors--Operating  Results  and  Financial
Condition--We  May  Not  Be  Able  To  Compete  Successfully."


                                       16
<PAGE>
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.


                                       17
<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  January  24,  2000,  we  had 35 full time employees, including 4 in
marketing and advertising sales and customer support; 5 in business development;
5  in  administration; and 21 in product development. We recently embarked on an
active  search to hire up to six additional product development employees; three
additional  advertising  sales  and  customer  support  professionals;  three
additional  business  development  experts;  and  one  administration  employee.
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.




                                       18
<PAGE>
     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.


                                       19
<PAGE>
ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

SELECTED  FINANCIAL  DATA


     The  following  table  contains  certain  selected  financial  data  of
Photoloft.com and is qualified by the more detailed financial statements and the
notes thereto provided in this registration statement.  The financial data as of
and  for  the  years  ended  December  31, 1998 and 1997, have been derived from
Photoloft.com's  financial  statements,  which  statements  were  audited by BDO
Seidman,  LLP.  The  financial  data  as  of  September  30,  1999  and  for the
nine-month  periods  ended  September  30, 1999 and 1998, have been derived from
Photoloft.com's  unaudited  financial  statements.

     The comparisons made between the noted periods should be evaluated in light
of  the  following  significant  factors:  First,  during  1997  and  1998,
Photoloft.com's primary source of revenue was derived from selling software.  As
the  gross margin from selling software began to decline, Photoloft.com explored
other  means  of  generating  revenue.  Beginning  in  early 1998, Photoloft.com
shifted  focus and began selling advertising on the AltaVista web page.  Second,
the sale of the AltaVista URL in July 1998 resulted in a significant increase to
net  income  but  eliminated  the advertising revenue generated by the web site,
which  is  calculated  based on the number of impressions the web site receives.
With  the  sale  of AltaVista, Photoloft.com began developing PhotoLoft.com as a
new  source of generating advertising revenue. Third, during 1999, Photoloft.com
has  begun  to focus on building the PhotoLoft.com brand name and increasing the
number  of  daily  impressions  to  the  site.  As  a  means  of achieving this,
Photoloft.com  has  made  a strategic decision to focus on increasing traffic to
the  PhotoLoft.com  web site instead of generating revenue.  To accomplish this,
Photoloft.com  has  increased its marketing efforts by trading advertising space
with  other  Internet  companies  and  attending  trade shows.  As a result, the
number  of  impressions  to  the  pages  within  the  PhotoLoft.com web site has
increased,  which  should  ultimately  increase  revenues.



                                       20
<PAGE>

<TABLE>
<CAPTION>
Statement  of  Operations  Data


                                       Nine Months Ended                             Fiscal Year Ended
                                         September 30,                                  December 31,
                                       -----------------                             ------------------
<S>                                 <C>
                                      1999          1998                             1998          1997
                                      ----          ----                             ----          ----
                                   (unaudited)   (unaudited)

Revenues                             $124,800      $660,600                        $674,300    $574,200

Net Income (loss)                  (1,465,600)    1,972,900                       1,663,300    (165,500)

Net Income (loss) per share to
  Common Shareholders:
  Basic                                $(0.21)        $0.31                            $.26      $(0.03)
  Diluted                              $(0.21)        $0.21                            $.18      $(0.03)

Balance Sheet Data
                                         September 30,                                  December 31,
                                       -----------------                             ------------------

                                      1999          1998                             1998          1997
                                      ----          ----                             ----          ----
                                   (unaudited)   (unaudited)

Current Assets                     $2,124,000    $1,201,100                      $1,211,100     $93,900

Total Assets                       $2,376,800    $3,141,200                      $2,939,000    $123,900

Current Liabilities                  $928,700      $439,600                        $502,900    $151,000

Total Liabilities                    $928,700    $1,103,900                      $1,169,600    $151,000

Shareholders Equity (Deficit)      $1,448,100    $2,037,300                      $1,769,400    $(27,100)
</TABLE>


                                       21
<PAGE>
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS 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 registration statement.
The  matters  discussed  in  this registration statement 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  "Risk Factors--Operating Results, and Financial Condition" as well as
those  discussed  in  this section and elsewhere in this registration statement.

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.
[/R]

     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.

Operating  Results


Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30,
1998

     Revenues  for  the  nine  months  ended September 30, 1999 were $124,800, a
decrease  of  $535,800,  or approximately 81%, compared to $660,600 for the nine
months  ended  September 30, 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  URL  to Compaq Computer. The new business plan is focused on
advertising  sales  and  e-commerce revenues.  The third quarter results reflect
less  than  one  year  of  operations  under  the  new  model.


                                       22
<PAGE>
     The  gross margin for the nine months ended September 30, 1999 was $36,300,
a  decrease  of  $535,500  or approximately 94%, compared to the gross profit of
$571,800  for  the nine months ended September 30, 1998.  This decrease in gross
margin  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  the  nine  months  ended  September  30,  1999.

     Selling,  general,  and  administrative  expenses for the nine months ended
September  30,  1999 were $2,249,100, an increase of $1,448,300 or 181% compared
to  $800,800  for  the  nine  months  ended  September  30, 1998.  This increase
reflects  the  planned  aggressive  growth phase of Photoloft.com's new business
model.  Included in the costs are additional equipment to handle increased image
volume;  necessary staffing increases, particularly in the engineering and sales
areas;  and  additional  facilities.  The growth plan calls for a ramp up of all
operations  throughout  1999,  leveling  off  in  2000.

     Loss  from  operations  for  the  nine  months ended September 30, 1999 was
$2,212,800,  a  increase  of  $1,983,800  compared  to a loss from operations of
$229,000  for  the  nine  months  ended  September  30,  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 the nine months ended September 30, 1999 was $110,000,
an  increase of 236% compared to $32,700 for the nine months ended September 30,
1998.  Interest  income increased due to the note receivable related to the sale
of  the  AltaVista  URL  in  July  1998.

Fiscal  Year  Ended December 31, 1998 Compared to Fiscal Year Ended December 31,
1997

     Revenues  for  fiscal  1998  were  $674,300,  an  increase  of  $100,200 or
approximately 17%, compared to $574,200 for fiscal 1997.  Revenues increased due
to Photoloft.com  generating advertising  revenue in addition to software sales.


     Gross  profit  for  fiscal 1998 was $561,300, an increase of $47,900 or 9%,
compared  to  $513,400  for  fiscal  1997.  However, there was a decrease in the
gross  profit  as  a  percentage  of  sales to 8.3% for fiscal 1998 from 8.9% in
fiscal  1997,  which  was  due  primarily  to  a reduction in the sales price of
software  bundled  with  original  equipment  manufacturer  product.

     Selling,  general,  and  administrative  expenses  for  fiscal  1998  were
$1,324,000, an increase of $649,600 or 96% compared to $674,400 for fiscal 1997.
As  a  percentage  of  revenue,  selling,  general  and  administrative expenses
increased to 196% in fiscal 1998 from 117% in fiscal 1997, primarily as a result
of  investment  in  the technology required to generate web page advertising and
the  increase  in  employee  headcount.


                                       23
<PAGE>
     Loss  from operations for fiscal 1998 was $762,700, an increase of $601,700
compared to a loss from operations of $161,000 for fiscal 1997.  The increase is
due  primarily  to  the  higher  selling,  general  and  administrative expenses
resulting  from the increased number of employees and Photoloft.com's investment
in  technology.

     Net  income  for  fiscal  1998  was  $1,663,300,  an increase of $1,828,800
compared to the net loss of $165,500 for fiscal 1997.  The increase is primarily
due  to  the  sale  of  the  AltaVista  URL  in  July  1998.

Liquidity  and  Capital  Resources


     Net  cash  used  in  operating  activities  during  the  nine  months ended
September  30,  1999  was  $1,838,400, which reflected the net effect of the net
loss  for  the  period, decreases in deferred income taxes and deferred revenues
and  an  increase  in  prepaid  expenses  and  other  current  assets, which was
partially  offset  by  an  increase  in  accounts  payable, accrued expenses and
depreciation  and  amortization.  Net  cash  used in operating activities during
fiscal  1998  was $361,000, a decrease of $374,800 compared to net cash provided
by  operating  activities  of  $13,800  in  fiscal  1997.  The  net cash used in
operating  activities  in  fiscal  1998  reflects  the  gain  on the sale of the
AltaVista  URL  that  was partially offset by the net income for the year and an
increase  in  deferred income taxes. In October, we were paid $1,804,700 in full
settlement  of  the  note,  at  which  time  we  recorded  a loss  of  $108,100.
Accordingly,  the balance sheet as of September 30, 1999 classifies this note as
a  current  asset and a loss of $108,100  has  been recorded as of September 30,
1999.

     Net  cash provided by investing activities was $225,300 for the nine months
ended  September  30,  1999,  and $731,000 for fiscal 1998, primarily reflecting
cash received from payments of principal on the AltaVista note. Net cash used in
investing  activities  in  fiscal 1997 was $14,200, reflecting cash used for the
acquisition  of  property  and  equipment.

     Net  cash  provided  by  financing  activities  was $1,486,600 for the nine
months  ended  September  30,  1999, primarily reflecting cash received from the
sale  of  stock  and  exercise  of  stock options and advances under our line of
credit.  No  cash  was  provided  by  financing  activities  in  fiscal  1998.

     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.
Business-Competition."  As we 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  September 30, 1999,  Photoloft.com had
cash  and  cash  equivalents  totaling $243,500, resulting  principally from the
sale  of  common  stock  in  a  private placement during March 1999, and working
capital  of  $1,195,300.

      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.  We anticipate that 20% of  our requirements will
come from cash from operations.  We will seek the remainder from debt and equity
financing sources.  There can be no assurance that we will be successful in this
regard.


                                       24
<PAGE>
     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.

     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.

     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 September 30, 1999 $409,700 was outstanding under this line of
credit.


Impact  of  the  Year  2000

     Many  currently  installed computer systems and software products are 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  may  need  to  be  upgraded  to  comply  with  Year 2000
requirements  or  risk  system failure or miscalculations causing disruptions of
normal  business  activities.

     State  of  Readiness.  The third-party vendor upon which we materially rely
is AboveNet Communications, Inc. which co-locates our web equipment and provides
our  connection  to  the  Internet.  We  have  sought confirmation from AboveNet
Communications,  Inc.  that  its  system  is  Year  2000  compliant and AboveNet
Communications,  Inc.  has  informed  us that its system is Year 2000 compliant.


     Although, as of January 24, 2000, we have experienced no material technical
problems  related to the year 2000,  we shall continue to seek verification from
other  key vendors, distributors and suppliers that they are Year 2000 compliant
or, if they are not presently compliant, to provide a description of their plans
to  become  so.  To the extent that vendors failed to provide certification that
they  were  Year  2000  compliant,  we  have  terminated  and  replace  these
relationships.

     We  are  conducting  an  internal  assessment  of  all material information
technology  and non-information technology systems at our headquarters. Until we
complete  the  assessment,  we  will  not know whether these systems are or will
continue  to  be  Year  2000  compliant.

     Costs.  To  date, we have not incurred any material costs in identifying or
evaluating  Year  2000  compliance issues. Most of our expenses have related to,
and  are  expected  to continue to relate to, the upgrades or replacements, when
necessary,  of software or hardware, as well as costs associated with time spent
by  employees  in  the  evaluation  process  and  Year  2000  compliance matters
generally.  These  expenses  are included in our capital expenditures budget and
are  not  expected  to  be  material  to  our  financial  position or results of
operations.  These  expenses,  however, if higher than anticipated, could have a
material and adverse effect on our business, results of operations and financial
condition.


                                       25
<PAGE>
     Risks.  Although,  as  of January 24, 2000, we have experienced no material
technical  problems  related to the year 2000, there can be no assurance that we
will not 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,  we  may  be  unable  to deliver goods or services to our
customers  and  portions  of  our  web site may become unavailable. 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  and  others outside our control will be
Year2000-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.

     Contingency  Plan.  As  discussed  above, we are engaged in an ongoing Year
2000  assessment  and  do not currently have a contingency plan to deal with the
worst  case scenario that might occur if technologies on which we depend are not
Year  2000-compliant  and  fail  to operate effectively after the Year 2000. The
results  of  our Year 2000 compliance evaluation and the responses received from
distributors,  suppliers  and other third parties with which we conduct business
will  be taken into account in determining the need for and nature and extent of
any  contingency  plans.

     If our present efforts to address the Year 2000 compliance issues discussed
above  are not successful, or if distributors, suppliers and other third parties
with  which  we  conduct  business  do not successfully address such issues, our
users  could seek alternate suppliers of our products and services. Any material
Year  2000  problem could require us to incur significant unanticipated expenses
to  remedy and could divert our management's time and attention, either of which
could  have a material and adverse effect on our business, operating results and
financial  condition.

     This  is  a  Year 2000 readiness disclosure statement within the meaning of
the  Year  2000  Information  and  Readiness  Disclosure  Act.  P.L.  105-271.


                                       26
<PAGE>
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 1997 and 1998, inflation has
not  had  a  significant  effect  on  our results of operations since inception.

Recent  Accounting  Pronouncements

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting  for  Derivative  Instruments  and Hedging Activities." SFAS No. 133
establishes  accounting  and reporting standards requiring that every derivative
instrument  be  recorded  in  the  balance sheet as either an asset or liability
measured  at  its  fair  value.  SFAS  No.  133  requires  that  changes  in the
derivative's  fair  value  be  recognized  currently in earnings unless specific
hedge  accounting  criteria  are met. SFAS No. 133 is effective for fiscal years
beginning  after  June  15, 2000. Historically, we have not used derivatives and
therefore this new pronouncement is not expected to have a significant impact on
results  of  operations  and  financial  position.

CAUTIONARY  NOTE  REGARDING  FORWARD  LOOKING  STATEMENTS


     This  registration  statement  contains  forward-looking statements.  These
forward-looking  statements  are subject to significant risks and uncertainties,
including  information  included  under  Items  1  and  2  of  this registration
statement,  which  may  cause  actual  results  to  differ materially from those
discussed  in  such  forward-looking statements.  The forward-looking statements
within  this  registration statement 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  which  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 registration statement with the
Securities  and  Exchange Commission.  Readers are urged to carefully review and
consider  the  various  disclosures  made  by us in this registration statement.



                                       27
<PAGE>
RISK  FACTORS

     We have identified the following risk factors which could affect our actual
results  and cause actual results to differ materially from those in the forward
looking  statements.

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.

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 "Management's Discussion and Analysis of Financial Condition
and  Operations-Seasonality."

     Other  factors  which  may  cause  our  operating  results  to  fluctuate
significantly  from  quarter  to  quarter  include:


                                       28
<PAGE>
    - 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. See
"Item  11.  Description  of  Registrant's  Securities to be Registered."  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.  The designation and
issuance  of  series  of  preferred  stock in the future would create additional
securities  that would have dividend and liquidation preferences over our common
stock.

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.  Business--Employees."


                                       29
<PAGE>
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.  Business-Employees"  and  "Item  5.  Directors  and  Executive
Officers."

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. Business-Employees" and "Item 5. Directors
and  Executive  Officers."

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.  Business--Competition."

WE  MAY  NEED  FURTHER  CAPITAL.

     Based  on current reserves, anticipated cash flow and oral commitments from
investors,  we  currently anticipate that our available funds will be sufficient
to  meet  our  anticipated  needs  for working capital, capital expenditures and
business expansion  through  the  end  of  February, 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 of
Financial  Condition  and  Operations-Liquidity  and  Capital  Resources."


                                       30
<PAGE>
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.

     We  have  not  devised  a  Year  2000  contingency plan. The failure of our
internal systems, or any material third-party systems, to be Year 2000-compliant
could  have a material and adverse effect on our business, results of operations
and  financial  condition.

     To  date,  we  have  not  incurred  any  material  costs  in identifying or
evaluating  Year  2000  compliance issues. 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 "Management's Discussion and Analysis
of  Financial  Statements  and  Results of Operations- Impact of the Year 2000."


                                       31
<PAGE>
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.
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.


                                       32
<PAGE>
     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

    - 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.  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.  Business  -  Government  Regulation."


                                       33
<PAGE>
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  9.  Market Price and Dividends on the Registrant's Common Equity and
Related  Stockholder  Matters."  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.

     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.  See "Item 11.
Description  of Registrant's Securities to be Registered -- Nevada Anti-Takeover
Laws  and  Certain  Charter  Provisions."

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 9. Market Price
and  Dividends  on  the  Registrant's  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.


                                       34
<PAGE>
ITEM  3.     DESCRIPTION  OF  PROPERTIES

     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 pursuant to a lease expiring August 31, 2001. 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 sublease that expires
in  September  2000.

     We  maintain  substantially  all  of  our  computer  systems  at  AboveNet
Communications,  Inc.  See  "Item  1.  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.


                                       35
<PAGE>
ITEM  4.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

     The  following  table  sets forth, as of January 24, 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.


<TABLE>
<CAPTION>
NAME AND ADDRESS OF                              AMOUNT AND NATURE       PERCENT OF
BENEFICIAL OWNER                            OF BENEFICIAL OWNERSHIP (1)   CLASS (1)

EXECUTIVE OFFICERS AND DIRECTORS:
- ------------------------------------------  ---------------------------  -----------
<S>                                         <C>                          <C>

Jack Marshall (2)(3)                                          2,655,473        20.6%
                                            ---------------------------  -----------
Christopher McConn (4)                                          879,639         6.8%
- ------------------------------------------  ---------------------------  -----------
Lisa Marshall (2)(5)                                            327,735         2.2%
- ------------------------------------------  ---------------------------  -----------
Patrick Dane (6)                                                250,072         1.9
                                            ---------------------------  -----------
John Marshall(2)(7)                                             830,830         6.2%
- ------------------------------------------  ---------------------------  -----------
All directors and executive officers as a                     5,231,749        34.0%
group (5 Persons) (3)(4)(5)(6)(7)
- ------------------------------------------
OTHER 5% STOCKHOLDERS:
George Perlegos                                               2,270,063        17.6%
                                            ---------------------------  -----------
Keith Queeney                                                   700,759         5.4%
- ------------------------------------------  ---------------------------  -----------
<FN>

*  Less  than  one  percent.
</TABLE>

(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  538,195  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.


                                       36
<PAGE>
(5)     Includes  14,675  shares  of  common  stock  subject  to  options  that
are currently exercisable.

(6)     Includes  147,661  shares  of  common  stock  subject  to  options  that
are  currently  exercisable.

(7)     Includes  147,661  shares  of  common  stock  subject  to  options  that
are  currently  exercisable.



                                       37
<PAGE>
ITEM  5.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS

     The following table sets forth the names and positions of our directors and
executive  officers:

<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
                           ---  -------------------------------------
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
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.


                                       38
<PAGE>
     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.
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.


                                       39
<PAGE>
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.

     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."


                                       40
<PAGE>
ITEM  6.     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,
President and Treasurer            1998            156,864         1,135,032
                                   1999            120,000         0
Christopher E. McConn,
Chief Technology Officer           1998            127,229         454,013
                                   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>

     The  following  table  sets  forth  certain  information concerning options
granted  to  the  Named  Executives  during  1999.

                OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 1998

     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.

<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>


                                       41
<PAGE>
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  250,000  and 750,000 shares of our common stock if traffic to
our web Site reaches between 500,000 and 1,000,000 hits in any particular month.
These  options will have an exercise price of $0.75 per share. 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.


                                       42
<PAGE>
     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.

EMPLOYEE  BENEFIT  PLANS

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
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.


                                       43
<PAGE>
     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 January 24, 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.


     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.


                                       44
<PAGE>
ITEM  7.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Unless  otherwise indicated, information in this Item 7 regarding shares of
our  common stock reflect the 1.5133753 for 1 conversion ratio applied to shares
of  Photloft.com, Inc., a California corporation common stock at the time of the
reorganization.

     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.

     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.


                                       45
<PAGE>
     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  2,690,706  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,
Mr.  Jack  Marshall  and  Mr.  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 October 1999, we have issued options to purchase
the  aggregate  amount of 699,936 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
225,000  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

     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.

     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  options to purchase up to 58,750 shares of
common  stock  to  each  of  Pat Dane and John Marshall, members of our board of
directors  with  exercise  prices  of  $0.75  per  share.

     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.


                                       46
<PAGE>
     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.


                                       47
<PAGE>
ITEM  8.     LEGAL  PROCEEDINGS

     There  are presently two pending legal proceedings to which we are a party.
On  April  2,  1999 James Vierra filed an action against us in the United States
District  Court  for  the  Northern District of California alleging, among other
things,  breaches  of  fiduciary  duties,  violation  of  securities  laws,  and
employment  related  claims arising out of the disputed ownership of the ID4Life
division and the termination of Mr. Vierra's employment with us. The case number
is  C-99 202280.  Mr. Vierra sought preliminary and permanent injunctive relief,
restitution,  actual  and  punitive  damages.  On  May  12, 1999 we answered the
complaint  and  asserted  a  counterclaim  comprising  of claims for declaratory
relief,  breach of fiduciary duty and breach of contract against Mr. Vierra. Our
counterclaim  sought  declaratory relief with regard to the ownership of ID4Life
and  damages  for  breach  of contract and breach of fiduciary duty.  We entered
into  a  binding  settlement agreement with Mr. Vierra on January 20, 2000 under
which  we admitted no wrongdoing.  In exchange for the release of all claims, we
gave Mr. Vierra $20,000 and permitted him to exercise options to purchase 37,500
shares of our common stock, which were held by Mr. Vierra.  We paid the exercise
price  for  these  options.

     On  June  23,  1999  Hewlett-Packard, Co. filed an action against us in the
Santa  Clara  County  Superior  Court  of  California  alleging  trade  secret
misappropriation,  unfair competition, and breach of contract arising out of the
activities  of  one  of  our  employees.  Hewlett-Packard  is seeking injunctive
relief  and  damages.  The  case  number  is CV 782769.  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.
Management  believes  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.  Business -- Products and Services."


     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  9.     MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED  STOCKHOLDER  MATTERS

     No  shares  of  our  common  stock have previously been registered with the
Securities and Exchange Commission or any state securities  agency or authority.
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.


     1999                                            High            Low
     ----                                            ----            ---
     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 January 21)      $2.375           $1.750


                                       48
<PAGE>
     As  of  January 24,  2000 there were approximately 324 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.

Transfer  Agent

     Our  transfer  agent  for our common stock is Interwest Transfer Co., Inc.,
1981  East  4800  South,  Salt  Lake  City,  Utah  84117.


                                       49
<PAGE>
ITEM  10.     RECENT  SALES  OF  UNREGISTERED  SECURITIES

     Set  forth in chronological order is information regarding shares of common
stock  issued  and options and warrants and other convertible securities granted
by  us during the past three years.  Also included is the consideration, if any,
received  by  us  for  such  shares  and options and information relating to the
section  of  the  Securities Act of 1933, or rule of the Securities and Exchange
Commission  under  which  exemption  from  registration  was  claimed.

     Transactions  described  in  Items  (1)  through  (10)  below  refer to the
securities  of  PhotoLoft.Com,  Inc.,  a  California  corporation  which was the
predecessor entity of the filer of this registration statement, and transactions
described  in  Items  (11)  through  (15)  below  refer  to  the  securities  of
Photoloft.com,  a  Nevada  corporation  which  is the filer of this registration
statement.

     Unless otherwise indicated, information in this Item 10 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.

     (1)     From  1994 to 1998 we sold the aggregate amount of 2,275,625 shares
of  series  A  preferred  stock to 7 investors and 7 consultants in exchange for
$430,125  valued  in  cash  and services provided to Photoloft.com pursuant to a
private  offering  of  our  series A preferred stock. 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 these investments, and
who  represented  to  Photoloft.com  that  the  shares  were  being acquired for
investment.

     (2)     In  August  1996, we sold the aggregate amount of 150,000 shares of
our  series  B  preferred  stock to 1 investor for $45,000 pursuant to a private
offering  of  our  preferred stock. 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.

     (3)     In  1996  and  1997  we  issued  67,244 shares of common stock to 3
consultants, 1 director and 1 employee of Photoloft.com in exchange for services
rendered  to us valued at $8,667. 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  1997  to 1998, Photoloft.com issued 63,384 shares of series C
preferred  stock  to  1  investor  in  exchange  for  services valued at $59,500
pursuant  to a private offering of our preferred stock. The issuance was made in
reliance  on  Section  4(2)  of 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.


                                       50
<PAGE>
     (5)     In  1998  we issued 176,006 shares of common stock to 3 consultants
and  1  employee  of  Photoloft.com  in  exchange  for  services  rendered  to
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.

     (6)     In  1998,  we  issued options to purchase up to 2,690,706 shares of
common stock to 7 employees, 4 directors and 2 consultants of Photoloft.com with
an  exercise  price  of $0.48 per share pursuant to Photoloft.com's stock option
plan.  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)     From  January  1999 to October 1999 Photoloft.com issued options to
purchase  the aggregate amount of 924,936 shares of common stock to 13 employees
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.

     (8)     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.

     (9)     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.

     (10)     In  February  1999,  Photoloft.com  issued 85,011 shares of common
stock  to  4  consultants  of  Photoloft.com  in exchange for services valued at
$42,506.  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.


                                       51
<PAGE>
     (11)     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, IncThe 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.

     (12)     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.

     (13)     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.

     (14)     In March 1999, Photoloft.com issued 225,000 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.

     (15)     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.


                                       52
<PAGE>
     (16)     In September 1999, Photoloft.com 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
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.

     (17)     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.

     (18)     In  December  1999,  we  issued  options to purchase up to 201,500
shares  of  common  stock  to  10 employees and 2 directors with exercise prices
ranging  from  $0.75 to $2.38 per share pursuant to our stock option plan. 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  that  the  shares  were  being acquired for
investment.

     (19)     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 3 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.


                                       53
<PAGE>
ITEM  11.     DESCRIPTION  OF  REGISTRANT'S  SECURITIES  TO  BE  REGISTERED

     The  descriptions  in  this Item and in other sections of this registration
statement  of  our  securities  and  various  provisions  of  our  Articles  of
Incorporation  and  our  Bylaws  are  summaries.  Statements  contained  in this
registration statement relating to such provisions are not necessarily complete,
and  reference  is  made  to the Articles of Incorporation and Bylaws, copies of
which have been filed with the Securities and Exchange Commission as exhibits to
this  registration  statement,  and  provisions  of  applicable  law.


     Our authorized capital stock consists of 50,000,000 shares of common stock,
par  value  $.001  per  share,  and 500,000 shares of preferred stock, par value
$.001.  As  of  January  24,  2000,  12,871,375  shares of our common stock were
issued  and  outstanding  and 3,800,000 shares of common stock were reserved for
issuance  upon  exercise of outstanding options.  Only our common stock is being
registered  under  the  Securities  Exchange  Act  of  1934  pursuant  to  this
registration  statement.  As  of  January  24,  2000, no shares of our preferred
stock  were  issued  and  outstanding.  See "Item 2. Financial Information--Risk
Factors, Operating Results and Financial Condition--Anti-Takeover Provisions And
Our  Right  To  Issue preferred stock Could Make A Third-Party Acquisition Of Us
Difficult."


Description  of  common  stock

     The  holders  of  our  common  stock  are  entitled  to equal dividends and
distributions  per  share  with  respect  to  the  common  stock when, as and if
declared  by  the  Board  of Directors from funds legally available therefor. No
holder  of  any  shares of our common stock has a pre-emptive right to subscribe
for  any  of  our securities, nor are any common shares subject to redemption or
convertible  into  other  of  our  securities.  Upon liquidation, dissolution or
winding  up  of  Photoloft,  and  after  payment  of  creditors  and  preferred
stockholders,  if  any, the assets will be divided pro-rata on a share-for-share
basis  among  the  holders  of  the shares of common stock. All shares of common
stock  now  outstanding  are  fully  paid,  validly  issued  and non-assessable.

     Each  share  of  common  stock  is entitled to one vote with respect to the
election  of  any  director  or  any  other  matter  upon which shareholders are
required  or  permitted  to  vote.  Holders  of  the  common  stock  do not have
cumulative voting rights, so the holders of more than 50% of the combined shares
voting  for  the  election  of  directors may elect all of the directors if they
choose  to  do  so, and, in that event, the holders of the remaining shares will
not  be  able  to  elect  any  members  to  the  Board  of  Directors.

Anti-Takeover  Effects  of  Various Provisions of Nevada Law and Our Articles of
Incorporation  and  Bylaws

     We are incorporated under the laws of the State of Nevada and are therefore
subject  to various provisions of the Nevada corporation laws which may have the
effect  of  delaying  or  deterring  a  change  in  the control or management of
Photoloft.

     Nevada's "Combination with Interested Stockholders Statute," Nevada Revised
Statutes  78.411-78.444,  which applies to Nevada corporations like us having at
least 200 stockholders, prohibits an "interested stockholder" from entering into
a  "combination"  with  the  corporation,  unless certain conditions are met.  A
"combination"  includes


                                       54
<PAGE>
- --     any  merger  with  an  "interested stockholder," or any other corporation
       which  is or after the merger would  be, an affiliate or associate of the
       interested  stockholder;

- --     any  sale,  lease,  exchange,  mortgage,  pledge,  transfer  or  other
       disposition  of  assets,  in one transaction or a series of transactions,
       to an "interested  stockholder,"  having:

       --     an  aggregate  market  value  equal to 5% or more of the aggregate
              market value  of  the  corporation's  assets,

       --     an  aggregate  market  value  equal to 5% or more of the aggregate
              market value  of  all  outstanding  shares of  the corporation, or
       --     representing 10% or more of the earning power or net income of the
              corporation,

- --     any  issuance  or  transfer  of  shares  of  the  corporation  or  its
       subsidiaries,  to  the "interested  stockholder,"  having  an  aggregate
       market value equal  to 5% or more of the  aggregate market  value of all
       the outstanding shares of  the  corporation;


- --     the  adoption  of any plan or proposal for the liquidation or dissolution
       of  the  corporation  proposed  by  the  "interested  stockholder,"

- --     certain  transactions  which  would  have  the  effect  of increasing the
       proportionate  share  of  outstanding  shares  of  the  corporation owned
       by the "interested  stockholder,"

- --     the  receipt of benefits, except proportionately as a stockholder, of any
       loans,  advances  or  other  financial  benefits  by  an  "interested
       stockholder."

An  "interested  stockholder"  is  a  person  who:

- --     directly  or  indirectly  owns  10%  or  more  of the voting power of the
       outstanding  voting  shares  of  the  corporation  or
- --     an  affiliate  or  associate  of the corporation which at any time within
       three years before  the  date  in  question  was  the  beneficial  owner,
       directly or indirectly, of 10% or more of the voting power  of  the  then
       outstanding shares of the  corporation.

     A  corporation  to  which  the  statute  applies  may  not  engage  in  a
"combination"  within  three years after the interested stockholder acquired its
shares,  unless  the  combination or the interested stockholder's acquisition of
shares  was approved by the Board of Directors before the interested stockholder
acquired  the  shares.  If  this  approval  was  not  obtained,  then  after the
three-year  period  expires,  the  combination  may  be  consummated  if all the
requirements  in  the  Articles  of  Incorporation  are  met  and  either:


                                       55
<PAGE>
- --     the  Board of Directors of the corporation approves, prior to such person
       becoming  an "interested stockholder," the combination or the purchase of
       shares by  the  "interested  stockholder" or  the combination is approved
       by  the affirmative vote of holders of a majority  of  voting  power  not
       beneficially owned by  the "interested stockholder" at a  meeting  called
       no earlier than three years after the date  the "interested  stockholder"
       became  such  or

- --     the  aggregate amount of cash and the market value of consideration other
       than  cash to be received by holders of common shares and holders of  any
       other class  or series of shares meets the minimum requirements set forth
       in  Sections  78.411  through  78.443,  inclusive,  and  prior  to  the
       consummation  of  the combination,  except in limited circumstances, the
       "interested stockholder" will not  have  become  the beneficial  owner of
       additional  voting  shares of the corporation.

     Nevada's  "Control  Share  Acquisition  Statute,"  Nevada  Revised  Statute
Section  78.378-78.379, prohibits an acquiror, under certain circumstances, from
voting  shares  of a target corporation's stock after crossing certain threshold
ownership  percentages,  unless  the acquiror obtains the approval of the target
corporation's  stockholders.  The Control Share Acquisition Statute only applies
to  Nevada  corporations  with at least 200 stockholders, including at least 100
record  stockholders who are Nevada residents, and which do business directly or
indirectly in Nevada.  While we do not currently exceed these thresholds, we may
well  do  so  in the near future.  In addition, although we do not presently "do
business" in Nevada within the meaning of the Control Share Acquisition Statute,
we  may  do  so  in  the  future. Therefore, it is likely that the Control Share
Acquisition Statute will apply to us in the future.  The statute specifies three
thresholds:  at  least one-fifth but less than one-third, at least one-third but
less  than  a  majority,  and  a majority or more, of all the outstanding voting
power.  Once  an  acquiror  crosses one of the above thresholds, shares which it
acquired  in  the transaction taking it over the threshold or within ninety days
become "Control Shares" which are deprived of the right to vote until a majority
of  the  disinterested stockholders restore that right.  A special stockholders'
meeting  may  be  called  at  the request of the acquiror to consider the voting
rights of the acquiror's shares no more than 50 days, unless the acquiror agrees
to  a  later  date,  after the delivery by the acquiror to the corporation of an
information  statement  which  sets  forth  the  range  of voting power that the
acquiror  has  acquired  or  proposes  to  acquire and certain other information
concerning  the acquiror and the proposed control share acquisition.  If no such
request  for a stockholders' meeting is made, consideration of the voting rights
of  the  acquiror's  shares  must  be  taken  at  the  next  special  or  annual
stockholders' meeting.  If the stockholders fail to restore voting rights to the
acquiror  or if the acquiror fails to timely deliver an information statement to
the  corporation,  then  the  corporation may, if so provided in its articles of
incorporation  or  bylaws, call certain of the acquiror's shares for redemption.
Our  Articles  of Incorporation and Bylaws do not currently permit us to call an
acquiror's  shares  for redemption under these circumstances.  The Control Share
Acquisition Statute also provides that the stockholders who do not vote in favor
of  restoring  voting  rights  to  the Control Shares may demand payment for the
"fair value" of their shares, which is generally equal to the highest price paid
in  the  transaction  subjecting  the  stockholder  to  the  statute.

     Certain  provisions  of  our  Bylaws  which are summarized below may affect
potential changes in control of Photoloft.  The Board of Directors believes that
these  provisions  are  in  the best interests of stockholders because they will
encourage  a  potential acquiror to negotiate with the Board of Directors, which
will  be  able  to  consider  the  interests  of all stockholders in a change in
control  situation.  However, the cumulative effect of these terms maybe to make
it  more  difficult  to  acquire  and  exercise control of Photoloft and to make
changes  in  management  more  difficult.


                                       56
<PAGE>
     The  Bylaws  provide  the  number  of  directors  of  Photoloft  shall  be
established  by  the  Board of Directors, but shall be no less than one. Between
stockholder  meetings,  the Board may appoint new directors to fill vacancies or
newly  created  directorships.  A  director  may  be  removed from office by the
affirmative vote of 66-2/3% of the combined voting power of the then outstanding
shares  of  stock  entitled  to  vote  generally  in  the election of directors.

     The  Bylaws  further  provide  that  stockholder  action  may be taken at a
meeting  of  stockholders  and  may  be effected by a consent in writing if such
consent  is  signed  all  of  the  holders  of  common  stock.

     We  are  not aware of any proposed takeover attempt or any proposed attempt
to  acquire  a  large  block  of  our  common  stock.

     The provisions described above may have the effect of delaying or deterring
a  change  in  the  control  or  management  of  Photoloft.

Application  of  California  General  Corporation  Law

     Although we are incorporated in Nevada, our headquarters is in the State of
California.  Section  2115  of  the  California General Corporation Law provides
that  certain  provisions  of  the  California  General Corporation Law shall be
applicable  to  a  corporation  organized under the laws of another state to the
exclusion  of  the  law  of  the  state  in  which  it  is  incorporated, if the
corporation  meets  certain  tests regarding the business done in California and
the  number  of  its  California  stockholders.

     An  entity  such as us can be subject to Section 2115 if the average of the
property  factor,  payroll  factor  and  sales factor deemed to be in California
during  its  latest  full  income  year  is  more  than 50 percent and more than
one-half  of  its  outstanding  voting  securities are held of record by persons
having  addresses  in  California.  Section  2115 does not apply to corporations
with  outstanding  securities listed on the New York or American stock Exchange,
or with outstanding securities designated as qualified for trading as a national
market  security  on  NASDAQ,  if  such  corporation has at least 800 beneficial
holders  of  its  equity  securities.  Since the average of our property factor,
payroll  factor  and  sales  factor deemed to be in California during our latest
fiscal  year  was almost 100%, and over 60% of our outstanding voting securities
are held of record by persons having addresses in California, and our securities
do not currently qualify as a national market security on NASDAQ, we are subject
to  Section  2115.

     During  the  period  that we are subject to Section 2115, the provisions of
the  California General Corporation Law regarding the following matters are made
applicable  to  the  exclusion  of  the  law  of  the  State  of  Nevada:

- --     general  provisions  and  definitions;
- --     annual  election  of  directors;


                                       57
<PAGE>
- --     removal  of  directors  without  cause;
- --     removal  of  directors  by  court  proceedings;
- --     filling  of  director vacancies where less than a majority in office were
elected  by  the  stockholders;
- --     directors'  standard  of  care;
- --     liability  of  directors  for  unlawful  distributions;
- --     indemnification  of  directors,  officers  and  others;
- --     limitations  on  corporate  distributions  of  cash  or  property;
- --     liability  of  a  stockholder  who  receives  an  unlawful  distribution;
- --     requirements  for  annual  stockholders  meetings;
- --     stockholders'  right  to  cumulate  votes  at  any election of directors;
- --     supermajority  vote  requirements;
- --     limitations  on  sales  of  assets;
- --     limitations  on  mergers;
- --     reorganizations;
- --     dissenters'  rights  in  connection  with  reorganizations;
- --     required  records  and  papers;
- --     actions  by  the  California  Attorney  General;  and
- --     rights  of  inspection.

ITEM  12.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     The  General Corporation Law of Nevada limits the liability of officers and
directors  for  breach  of  fiduciary  duty  except  in  certain  specified
circumstances,  and  also  empowers  corporations  organized under Nevada Law to
indemnify  officers,  directors,  employees and others from liability in certain
circumstances  such  as  where  the  person successfully defended himself on the
merits  or acted in good faith in a manner reasonably believed to be in the best
interests  of  the  corporation.

     Our  Articles  of  Incorporation,  with  certain  exceptions, eliminate any
personal  liability  of  a  directors  or officers to us or our stockholders for
monetary damages for the breach of such person's fiduciary duty, and, therefore,
an  officer  or  director  cannot  be  held  liable  for  damages  to  us or our
stockholders for gross negligence or lack of due care in carrying out his or her
fiduciary duties as a director or officer except in certain specified instances.
We  may  also adopt by-laws which provide for indemnification to the full extent
permitted  under law which includes all liability, damages and costs or expenses
arising  from  or  in  connection  with  service  for,  employment  by, or other
affiliation  with us to the maximum extent and under all circumstances permitted
by  law.

     There  is  presently  one  material  pending  legal  proceeding  to which a
director,  officer  and  employee  of  ours  is  a  party.  See  "Item  8  Legal
Proceedings".  There  is no other pending litigation or proceeding involving one
of  our  directors,  officers,  employees  or  other  agents  as  to  which
indemnification  is  being  sought,  and  we  are  not  aware  of any pending or
threatened  litigation  that  may  result  in  claims for indemnification by any
director,  officer,  employee  or  other  agent.

     We  have purchased directors and officers liability insurance to defend and
indemnify directors and officers who are subject to claims made against them for
their  actions  and  omissions  as  directors  and  officers  of Photoloft.  The
insurance policy provides standard directors and officers liability insurance in
the  amount  of  $5,000,000.


                                       58
<PAGE>
     We  intend  to enter into indemnification agreements with our directors and
officers. These agreements will provide, in general, that we shall indemnify and
hold harmless such directors and officers to the fullest extent permitted by law
against  any  judgments,  fines,  amounts  paid  in  settlement,  and  expenses,
including  attorneys' fees and disbursements, incurred in connection with, or in
any  way  arising  out  of,  any  claim,  action or proceeding, whether civil or
criminal,  against,  or  affecting,  such directors and officers resulting from,
relating  to  or  in  any way arising out of, the service of such persons as our
directors  and  officers.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may  be  permitted  to  directors,  officers,  and controlling persons
pursuant to the foregoing provisions or otherwise, we have has been advised that
in  the  opinion of the Securities and Exchange Commission, such indemnification
is  against  public  policy  as  expressed  in  the  Act  and  is,  therefore,
unenforceable.

ITEM  13.     FINANCIAL  STATEMENTS

     Reference  is  made  to  the  Financial  Statements together with the notes
thereto  and  the  report  thereon  from BDO Seidman, LLP appearing on pages F-1
through  F-21  of  this  Form  10-SB.

ITEM  14.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
     ACCOUNTING  AND  FINANCIAL  DISCLOSURE

None.


                                       59
<PAGE>
ITEM  15.  FINANCIAL  STATEMENTS  AND  EXHIBITS

<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' equity. . . . . . . . .           F - 5
Statements of cash flows. . . . . . . . . . . . . .           F - 6
Notes to financial statements . . . . . . . . . . .  F - 7 - F - 21
</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  sheet of PhotoLoft.com, Inc. (the
Company)  as  of  December  31,  1998, and the related statements of operations,
shareholders'  equity,  and cash flows for the years ended December 31, 1998 and
1997.  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,  1998,  and  the  results of its operations and cash flows for the
years  ended  December  31, 1998 and 1997, in conformity with generally accepted
accounting  principles.


/S/ BDO Seidman, LLP

San  Jose,  California
April  2,  1999


                                       F-2
<PAGE>

<TABLE>
<CAPTION>
                                                                                            PHOTOLOFT.COM

                                                                                           BALANCE SHEETS
=========================================================================================================

                                                                            SEPTEMBER 30,   December 31,
                                                                                1999            1998
=========================================================================  ===============  =============
<S>                                                                        <C>              <C>
                                                                               (Unaudited)
ASSETS (Note 7)
CURRENT ASSETS:
  Cash and cash equivalents (Note 11) . . . . . . . . . . . . . . . . . .  $      243,500   $     370,000
  Note receivable, current portion (Note 2) . . . . . . . . . . . . . . .       1,804,700         658,000
  Prepaid expenses and other current assets . . . . . . . . . . . . . . .          75,800               -
  Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . .               -         183,100
- -------------------------------------------------------------------------  ---------------  -------------
TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . .       2,124,000       1,211,100
PROPERTY AND EQUIPMENT, net (Note 3). . . . . . . . . . . . . . . . . . .         242,300          65,700
NOTE RECEIVABLE, less current portion (Note 2). . . . . . . . . . . . . .               -       1,656,700
OTHER ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          10,500           5,500
- -------------------------------------------------------------------------  ---------------  -------------
                                                                           $    2,376,800   $   2,939,000
=========================================================================  ===============  =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Notes payable to bank (Note 7). . . . . . . . . . . . . . . . . . . . .  $      409,700   $           -
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .         398,900         129,500
  Accrued expenses (Note 4) . . . . . . . . . . . . . . . . . . . . . . .         119,300          73,500
  Deferred revenue (Note 5) . . . . . . . . . . . . . . . . . . . . . . .             800          36,300
  Deferred income Taxes (Note 10) . . . . . . . . . . . . . . . . . . . .               -         263,600
- -------------------------------------------------------------------------  ---------------  -------------
TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . .         928,700         502,900
- -------------------------------------------------------------------------  ---------------  -------------
DEFERRED INCOME TAXES (Note 10) . . . . . . . . . . . . . . . . . . . . .               -         666,700
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . .         928,700       1,169,600
- -------------------------------------------------------------------------  ---------------  -------------
COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENTS (Notes 1, 6, 11 and 13)
SHAREHOLDERS' EQUITY: (Notes 1, 9 and 13)
  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;
    12,454,268 and 6,650,145 shares issued and outstanding, respectively.          12,500           6,700
  Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . .       3,267,300         648,200
  Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . .        (546,600)              -
  (Accumulated deficit) Retained earnings . . . . . . . . . . . . . . . .      (1,285,100)      1,114,500
- -------------------------------------------------------------------------  ---------------  -------------
TOTAL SHAREHOLDERS' EQUITY. . . . . . . . . . . . . . . . . . . . . . . .       1,448,100       1,769,400
- -------------------------------------------------------------------------  ---------------  -------------
                                                                           $    2,376,800   $   2,939,000
=========================================================================  ===============  =============
</TABLE>


                                 See accompanying notes to financial statements.


                                       F-3
<PAGE>

<TABLE>
<CAPTION>
                                                                                               PHOTOLOFT.COM

                                                                                    STATEMENTS OF OPERATIONS
============================================================================================================

                                                             Nine Months Ended            Years Ended
                                                               September 30,              December 31,
                                                            1999          1998         1998         1997
=====================================================   ============  ============  ===========  ===========
                                                        (UNAUDITED)   (Unaudited)
<S>                                                     <C>           <C>           <C>          <C>
REVENUES (Note 11) . . . . . . . . . . . . . . . . . .  $   124,800   $   660,600   $  674,300   $  574,200
COST OF REVENUES . . . . . . . . . . . . . . . . . . .       88,500        88,800      113,000       60,800
- -----------------------------------------------------   ------------  ------------  -----------  -----------
GROSS PROFIT (LOSS). . . . . . . . . . . . . . . . . .       36,300       571,800      561,300      513,400
- -----------------------------------------------------   ------------  ------------  -----------  -----------
OPERATING EXPENSES:
  Sales and marketing. . . . . . . . . . . . . . . . .      516,600       216,900      325,000       32,200
  General and administrative (Note 8). . . . . . . . .    1,732,500       583,900      999,000      642,200
- -----------------------------------------------------   ------------  ------------  -----------  -----------
TOTAL OPERATING EXPENSES . . . . . . . . . . . . . . .    2,249,100       800,800    1,324,000      674,400
- -----------------------------------------------------   ------------  ------------  -----------  -----------
LOSS FROM OPERATIONS . . . . . . . . . . . . . . . . .   (2,212,800)     (229,000)    (762,700)    (161,000)
- -----------------------------------------------------   ------------  ------------  -----------  -----------
OTHER INCOME (EXPENSE):
  Sale of trade name (Note 2). . . . . . . . . . . . .            -     3,100,000    3,100,000            -
  Loss on settlement of note receivable (Note 2) . . .     (108,100)            -            -            -
  Interest income. . . . . . . . . . . . . . . . . . .      110,200        32,700       76,900            -
  Interest expense . . . . . . . . . . . . . . . . . .            -        (2,600)        (500)           -
  Other. . . . . . . . . . . . . . . . . . . . . . . .         (200)            -       (2,400)      (3,700)
- -----------------------------------------------------   ------------  ------------  -----------  -----------
TOTAL OTHER INCOME (EXPENSE) . . . . . . . . . . . . .        1,900     3,130,100    3,174,000       (3,700)
- -----------------------------------------------------   ------------  ------------  -----------  -----------
INCOME (LOSS) BEFORE INCOME TAXES. . . . . . . . . . .   (2,210,900)    2,901,100    2,411,300     (164,700)
INCOME TAX (BENEFIT) EXPENSE (Note 10) . . . . . . . .     (745,300)      928,200      748,000          800
- -----------------------------------------------------   ------------  ------------  -----------  -----------
NET  INCOME (LOSS) . . . . . . . . . . . . . . . . . .   (1,465,600)    1,972,900    1,663,300     (165,500)
Deemed dividend on conversion of preferred stock into
   common stock. . . . . . . . . . . . . . . . . . . .      934,000             -            -            -
- -----------------------------------------------------   ------------  ------------  -----------  -----------
Net income (loss) available to common shareholders . .  $(2,399,600)  $ 1,972,900   $1,663,300   $ (165,500)
=====================================================   ============  ============  ===========  ===========
Basic earnings (loss) per share. . . . . . . . . . . .  $     (0.21)  $      0.31   $     0.26   $    (0.03)
=====================================================   ============  ============  ===========  ===========
Diluted earnings (loss) per share. . . . . . . . . . .  $     (0.21)  $      0.21   $     0.18   $    (0.03)
=====================================================   ============  ============  ===========  ===========
Basic weighted-average common shares
 outstanding . . . . . . . . . . . . . . . . . . . . .   11,327,200     6,427,300    6,488,300    6,297,000
Stock options. . . . . . . . . . . . . . . . . . . . .            -     2,799,400    2,799,400            -
- -----------------------------------------------------   ------------  ------------  -----------  -----------
Diluted weighted-average common shares outstanding . .   11,327,200     9,226,700    9,287,700    6,297,000
=====================================================   ============  ============  ===========  ===========
</TABLE>

                                 See accompanying notes to financial statements.


                                       F-4
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                     PHOTOLOFT.COM

                                                                                                STATEMENTS OF SHAREHOLDERS' EQUITY
                                                                                                                  (NOTES 9 AND 13)
==================================================================================================================================

                                                                                                       (Accumulated
                                                                         Additional      Deferred        Deficit)
                                                        Common Stock       Paid-in        Stock          Retained
                                                      Shares    Amount     Capital     Compensation      Earnings        Total
==================================================  ==========  =======  ===========  ==============  ==============  ============
<S>                                                 <C>         <C>      <C>          <C>             <C>             <C>
BALANCES, January 1, 1997. . . . . . . . . . . . .   6,267,448  $ 6,300  $   497,200  $           -   $    (383,300)  $   120,200
Issuance of stock for services . . . . . . . . . .      59,025      100       18,200              -               -        18,300
Net loss . . . . . . . . . . . . . . . . . . . . .           -        -            -              -        (165,500)     (165,500)
- --------------------------------------------------  ----------  -------  -----------  --------------  --------------  ------------
BALANCES, December 31, 1997. . . . . . . . . . . .   6,326,473    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. . . . . . . . . . . .   6,650,145    6,700      648,200              -       1,114,500     1,769,400
Exercise of stock options (unaudited). . . . . . .   3,069,112    3,100      112,200              -               -       115,300
Issuance of common stock for services (unaudited).      85,011      100       42,400              -               -        42,500
Deemed dividend on beneficial conversion of
  preferred stock into common stock (unaudited). .           -        -      934,000              -        (934,000)            -
Issuance of common stock in connection with
  reverse merger (unaudited) . . . . . . . . . . .     625,000      600        4,900              -               -         5,500
Sale of common stock, net of stock issuance costs
  of approximately $56,500 (unaudited) . . . . . .   2,025,000    2,000      954,100              -               -       956,100
Deferred stock compensation (unaudited). . . . . .           -        -      571,500       (571,500)              -             -
Amortization of deferred stock compensation
  (unaudited). . . . . . . . . . . . . . . . . . .           -        -            -         24,900               -        24,900
Net loss (unaudited) . . . . . . . . . . . . . . .           -        -            -              -      (1,465,600)   (1,465,600)
- --------------------------------------------------  ----------  -------  -----------  --------------  --------------  ------------
BALANCES, September 30, 1999 (unaudited) . . . . .  12,454,268  $12,500  $ 3,267,300  $    (546,600)  $  (1,285,100)  $ 1,448,100
==================================================  ==========  =======  ===========  ==============  ==============  ============
</TABLE>


                                 See accompanying notes to financial statements.


                                       F-5
<PAGE>

<TABLE>
<CAPTION>
                                                                                              PHOTOLOFT.COM

                                                                                   STATEMENTS OF CASH FLOWS
                                                                                                  (Note 12)
===========================================================================================================

                                                            Nine Months Ended            Years Ended
                                                              September 30,              December 31,
                                                       --------------------------  ------------------------
                                                           1999          1998          1998         1997
=====================================================  ============  ============  ============  ==========
                                                       (Unaudited)   (Unaudited)
<S>                                                    <C>           <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss) . . . . . . . . . . . . . . . . .  $(1,465,600)  $ 1,972,900   $ 1,663,300   $(165,500)
  Adjustments to reconcile net income (loss) to net
    cash (used in) provided by operating activities:
      Depreciation and amortization . . . . . . . . .       27,900         7,800        13,200       8,600
      Allowance for doubtful accounts . . . . . . . .            -             -       (75,100)     82,800
      Compensation relating to stock options issued .       24,900             -             -           -
      Gain on sale of trade name. . . . . . . . . . .            -    (3,100,000)   (3,100,000)          -
      Loss of settlement of note receivable . . . . .      108,100             -             -           -
      Accrued interest on note receivable . . . . . .      (32,900)            -             -           -
      Issuance of stock for services. . . . . . . . .       42,500        91,500       133,100      18,300
      Changes in operating assets and liabilities:
        Accounts receivable . . . . . . . . . . . . .            -             -       170,700    (130,600)
        Prepaid expenses and other current assets . .      (75,800)       78,900         6,600      47,300
        Deferred income taxes . . . . . . . . . . . .     (747,200)      928,200       747,200           -
        Accounts payable. . . . . . . . . . . . . . .      269,400        24,300        65,000      58,100
        Accrued expenses. . . . . . . . . . . . . . .       45,800           300       (21,300)     94,800
        Deferred revenue. . . . . . . . . . . . . . .      (35,500)            -        36,300           -
- -----------------------------------------------------  ------------  ------------  ------------  ----------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES .   (1,838,400)        3,900      (361,000)     13,800
- -----------------------------------------------------  ------------  ------------  ------------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Principal received under note receivable. . . . . .      434,800       573,400       785,300           -
  Purchase of property and equipment. . . . . . . . .     (204,500)      (35,700)      (51,100)    (12,200)
  Other assets. . . . . . . . . . . . . . . . . . . .       (5,000)       (2,300)       (3,200)     (2,000)
- -----------------------------------------------------  ------------  ------------  ------------  ----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES .      225,300       535,400       731,000     (14,200)
- -----------------------------------------------------  ------------  ------------  ------------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances on line of credit. . . . . . . . . . . . .      409,700             -             -           -
  Proceeds from issuances of stock. . . . . . . . . .    1,120,900             -             -           -
  Payment of stock issuance costs . . . . . . . . . .      (44,000)            -             -           -
- -----------------------------------------------------  ------------  ------------  ------------  ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . .    1,486,600             -             -           -
- -----------------------------------------------------  ------------  ------------  ------------  ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.     (126,500)      539,300       370,000        (400)
- -----------------------------------------------------  ------------  ------------  ------------  ----------
CASH AND CASH EQUIVALENTS, beginning of period. . . .      370,000             -             -         400
- -----------------------------------------------------  ------------  ------------  ------------  ----------
CASH AND CASH EQUIVALENTS, end of period. . . . . . .  $   243,500   $   539,300   $   370,000   $       -
=====================================================  ============  ============  ============  ==========
</TABLE>

                                 See accompanying notes to financial statements.


                                       F-6
<PAGE>
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.

     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.


                                       F-7
<PAGE>
     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  five  to  seven  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.

     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.

     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.


                                       F-8
<PAGE>
     Short-term  debt:

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

     As  of  December  31,  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
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.

     Advertising

     The  cost of advertising is expensed as incurred. Advertising costs for the
nine  month  periods  ended September 30, 1999 and 1998 aggregated, $118,900 and
$6,500  respectively (unaudited). Advertising costs for the years ended December
31,  1998  and  1997  aggregated  $26,000  and  $4,100,  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


                                       F-9
<PAGE>
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.

     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


                                       F-10
<PAGE>
                                                                   PHOTOLOFT.COM
earnings  per  share  reflects  the  potential dilution of securities that could
share in the earnings of an entity. For the nine months ended September 30, 1999
and  the  year  ended  December  31,  1997,  options  to  purchase 3,265,230 and
2,844,112  shares  of common stock, respectively, were excluded from computation
of  diluted earnings per share since their effect would be antidilutive. For the
nine  months  ended  September  30,  1998  and the year ended December 31, 1998,
options  to  purchase  2,355,062  and  2,728,539  shares  of  common  stock,
respectively,  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.


     Basis  of  Presentation


     The  accompanying balance sheet and statement of shareholders' equity as of
September  30,  1999  and  for the nine months then ended, respectively, and the
statements of operations and cash flows for each of the nine month periods ended
September  30,  1999  and 1998 have not been audited. However, in the opinion of
management,  they include all  normal recurring adjustments necessary for a fair
presentation  of  the  financial  position and the results of operations for the
periods presented. The results of operations for the nine months ended September
30, 1999 are not necessarily indicative of results to be expected for any future
period.


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,  bears  interest  at  7%  annually.


     In  September 1999, Digital Equipment Corporation agreed to pay the Company
$1,804,700  in full settlement of the note, at which time the Company recorded a
loss  of  $108,100.  Accordingly,  the  balance  sheet  as of September 30, 1999
classifies  this  note  as  a  current  asset  (unaudited).



                                       F-11
<PAGE>
3.  PROPERTY  AND  EQUIPMENT

     A  summary  of  property  and  equipment  follows:


<TABLE>
<CAPTION>
                                September    December 31,
                                 30,1999          1998
=============================  ============  =============
                               (UNAUDITED)
<S>                            <C>           <C>
Office equipment. . . . . . .  $    291,300  $      90,500
Furniture and fixtures. . . .        13,000          9,300
- -----------------------------  ------------  -------------
                                    304,300         99,800
Less accumulated depreciation        62,000         34,100
- -----------------------------  ------------  -------------
                               $    242,300  $      65,700
=============================  ============  =============
</TABLE>


4.  ACCRUED  EXPENSES     A  summary  of  accrued  expenses  follows:


<TABLE>
<CAPTION>
                      SEPTEMBER      December
                       30, 1999      31, 1998
==================  ============  =============
<S>                 <C>           <C>
                     (UNAUDITED)
Vacation . . . . .  $     52,300  $      24,900
Consulting fees. .        25,000         20,000
Salaries and wages        41,900         19,900
Other. . . . . . .           100          8,700
- ------------------  ------------  -------------
                    $    119,300  $      73,500
==================  ============  =============
</TABLE>


5.  DEFERRED  REVENUE

     Deferred  revenue  consists  of  quarterly and annual subscriptions for web
hosting  services. Revenue from the subscriptions is recognized ratably over the
term  of  the  subscriptions.


                                       F-12
<PAGE>
6.  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 for the nine month periods ended September 30, 1999 and 1998 was $79,200
and  $20,000,  respectively (unaudited). Rent expense related to these operating
leases  for  the years ended December 31, 1998 and 1997 was $39,900 and $18,700,
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>

1999. . . . . . . . . . . . .  $ 95,700
2000. . . . . . . . . . . . .    91,300
2001. . . . . . . . . . . . .    51,600
2002. . . . . . . . . . . . .     3,600
- -----------------------------  --------
Future minimum lease payments  $242,200
=============================  ========
</TABLE>


     In  September  1998,  the  Company  entered  into  an agreement whereby the
Company  acts  as  guarantor  of  a  third  party  in a sub-lease agreement. The
sub-lease  agreement  expires  in  September  2000.

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 September
30,  1999 and December 31, 1998, this line of credit had no outstanding balance.


                                       F-13
<PAGE>
     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  (unaudited).


8.  RELATED  PARTY  TRANSACTIONS

     During  the  year  ended  December 31, 1998, the Company paid approximately
$20,000  for  consulting  services  from  a  shareholder.

9.  SHAREHOLDERS'  EQUITY

     Preferred  Stock

     The  Company had authorized 5,000,000 shares of Preferred Stock that may be
issued in one or more series. As of December 31, 1998, the Company had 2,489,009
Preferred  shares  issued  and  outstanding,  which  are 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  (Note  13).



                                       F-14
<PAGE>
     Stock  Options

     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.


     A  summary  of the status of the Company's stock option plan as of December
31,  1998  and 1997 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, 1998        December 31, 1997
                                 -----------------------  -----------------------
                                             Wtd.-Avg.                Wtd.-Avg.
                                  Shares    Exer. Price    Shares    Exer. Price
                                 =========  ============  =========  ============
<S>                              <C>        <C>           <C>        <C>
Beginning . . . . . . . . . . .  2,844,112  $      0.007  2,806,278  $      0.001
Granted . . . . . . . . . . . .  2,690,705  $      0.480     37,834  $      0.480
Exercised/forfeited . . . . . .          -             -          -             -
                                 ---------                ---------
Ending. . . . . . . . . . . . .  5,534,817  $      0.237  2,844,112  $      0.007
                                 =========  ============  =========  ============
Exercisable at year-end . . . .  3,194,588                2,795,400
                                 ---------                ---------
Wtd.-avg. fair value of options
  granted during the year                   $      0.480             $      0.480
                                            ============             ============
</TABLE>


                                       F-15
<PAGE>
     The  following table summarizes information about stock options outstanding
as  of  December  31,  1998:

<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 12/31/98    Price
=========  ===========  ===========  ==========  ===========  =========
<S>        <C>          <C>          <C>         <C>          <C>
0.001. .    2,806,278   5.26 years   $    0.001    2,806,278  $   0.001
0.480. .    2,728,539   9.54 years   $    0.480      388,310  $   0.480
           -----------                           -----------
            5,534,817                $    0.237    3,194,588  $   0.059
           ===========               ==========  ===========  =========
</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  assumptions  used for the grants in 1998 and 1997, respectively:
dividend  yield  of 0; risk-free interest rate of 6.0% and 6.6%; and an expected
life  of  five  years  for  all  plan  options.

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

<TABLE>
<CAPTION>
                1998        1997
- -----------  ----------  ----------
<S>          <C>         <C>
As reported  $1,663,300  $(165,500)
===========  ==========  ==========
Pro forma    $1,317,800  $(171,300)
===========  ==========  ==========
</TABLE>


                                       F-16
<PAGE>
10.  INCOME  TAXES

     For  the  years  ended  December  31,  1998  and  1997,  income tax expense
comprises:

<TABLE>
<CAPTION>
1998     Current   Deferred    Total
=======  ========  =========  ========
<S>      <C>       <C>        <C>
FEDERAL  $      -  $ 628,600  $628,600
STATE .       800    118,600   119,400
- -------  --------  ---------  --------
         $    800  $ 747,200  $748,000
=======  ========  =========  ========
</TABLE>

<TABLE>
<CAPTION>
1997     Current  Deferred  Total
=======  =======  ========  =====
<S>      <C>      <C>       <C>
Federal  $     -  $      -  $   -
State .      800         -    800
- -------  -------  --------  -----
         $   800  $      -  $ 800
=======  =======  ========  =====
</TABLE>

     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  1998  and  1997  to  income  (loss)  before  income  taxes:

<TABLE>
<CAPTION>
Years ended December 31,                       1998       1997
==========================================  ==========  =========
<S>                                         <C>         <C>
Federal income tax at statutory rate . . .  $ 819,800   $(56,000)
State income taxes, net of federal benefit    138,200     (9,400)
(Decrease) increase in valuation allowance   (211,200)    65,700
Other, net . . . . . . . . . . . . . . . .      1,200        500
- ------------------------------------------  ----------  ---------
                                            $ 748,000   $    800
==========================================  ==========  =========
</TABLE>


                                       F-17
<PAGE>
     Deferred  tax  assets  (liabilities)  comprise  the  following:

<TABLE>
<CAPTION>
                                   September 30,  December 31,
                                       1999           1998
=================================  =============  ============
<S>                                <C>            <C>
                                    (UNAUDITED)
Loss carryforwards. . . . . . . .  $    837,000   $   166,600
Reserves not currently deductible        16,500        16,500
Installment sale of trade name. .  $   (745,700)  $  (919,700)
Depreciation. . . . . . . . . . .       (10,600)      (10,600)
Valuation allowance . . . . . . .       (97,200)            -
- ---------------------------------  -------------  ------------
Total deferred tax liabilities. .  $          -   $  (747,200)
=================================  =============  ============
</TABLE>


     As  of  December 31, 1998, the Company has net operating loss carryforwards
available to reduce future taxable income, if any, of approximately $453,700 and
$194,100  for  Federal  and  California  state  tax  purposes, respectively. The
benefits  from  these  carryforwards  expire  in  various  years  through  2018.

     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.

11.  CONCENTRATIONS

     Major  Customers


     During  the  nine  month  periods ended September 30, 1999 and 1998 and the
years  ended  December  31,  1998  and  1997,  the Company had no customers that
comprised  more  than  10%  of  net  revenues.



                                       F-18
<PAGE>
                                                                   PHOTOLOFT.COM

                                                   NOTES TO FINANCIAL STATEMENTS
          (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED)
================================================================================

     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, 1998, the Company had deposits at one financial institution
that  aggregated  $350,000,  of which $100,000 is insured by the Federal Deposit
Insurance Corporation. As of September 30, 1999, the Company had deposits at one
financial  institution  that  aggregated  $243,300, of which $100,000 is insured
(unaudited).

12.  STATEMENT  OF  CASH  FLOWS


     During  the  nine month periods ended September 30, 1999 and 1998, non-cash
financing  activities  included  the  issuance  of  85,011 and 222,549 shares of
common  stock  for  services  aggregating  approximately  $42,500  and  $91,500,
respectively (unaudited). During the nine month period ended September 30, 1999,
additional  non-cash financing activities included the issuance of 25,000 shares
of  common  stock for the payment of stock issuance costs totaling $12,500 and a
deemed  dividend  of  $934,000  relating  to  the  beneficial  conversion of its
preferred  stock  into common stock (unaudited). During the years ended December
31,  1998  and  1997,  non-cash  financing  activities  included the issuance of
323,672 and 59,025 shares of common stock for services aggregating approximately
$133,100  and  $18,300,  respectively.

     During  the  nine  month  periods  ended  September  30, 1999 and 1998, the
Company  paid  $0  and  $2,600 for interest, respectively, and $1,800 and $0 for
income  taxes,  respectively (unaudited). During 1998 and 1997, the Company paid
$2,800  and $3,700 for interest, respectively, and $800 for income taxes in both
years.

13.  SUBSEQUENT  EVENTS

     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.


                                       F-19
<PAGE>
     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  an  acquisition agreement with a
publicly  traded  shell  corporation. 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.

     Due  to  the  conversion  of  the preferred stock into common stock and the
1.513  stock split, the effective exercise price of the stock options originally
granted  at  $0.75  was  now  $0.33;  therefore,  on  March 1, 1999, the Company
adjusted  the  exercise  price  to  $0.48.

     As  more  fully  described  in  Note  1,  the  Company  completed a reverse
acquisition  with  PhotoLoft.com  on  March  1,  1999.

     Immediately following the closing of the 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.

     Also  in March 1999, the Company entered into an agreement to obtain public
relations  services  valued at a minimum of $6,000 per month through March 2000.
The  Company  expects to amend the agreement to include an additional $4,000 per
month  in  services. The services provided will aggregate approximately $100,000
over  the  life  of  the  agreement.


                                       F-20
<PAGE>
     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.  It  is the opinion of management that the outcome of this
matter  will  not  materially  affect  the  consolidated  operations  or  the
consolidated  financial  position  of  the  Company.


     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  (unaudited).

     In  June  1999,  the  Company  amended  its  stock  option  plan to make an
additional  3,800,000  shares of common stock available for options which may be
granted  to  employees,  directors,  and consultants.  As of September 30, 1999,
there  were  534,770  shares  of  common stock available for grant of additional
options  (unaudited).

     During  the  nine  months  ended  September  30,  1999, the Company granted
options  for an additional 572,359 shares. Of these options, 71,700 were granted
to  non-employees,  resulting  in compensation costs of $134,000, which is being
amortized  over  the  life  of  the  options  (unaudited).

     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.  The  issuance  of  these  warrants resulted in compensation costs of
$437,500,  which  is  being  amortized  over  the one year term of the agreement
(unaudited).

     In  November  1999,  a  former  board  member exercised options to purchase
88,991  shares  of  common  stock  for  proceeds  of  $44,100  (unaudited).

     In  December  1999, the Company granted options to purchase an aggregate of
201,500  shares  of  common  stock to employees and directors.  The Company also
granted  options  to  purchase  288,000  shares  of common stock to a consultant
(unaudited).

     In  December  1999,  the  Company  issued 326,434 shares of common stock in
exchange  for  $500,000.  The  Company  also  issued warrants to purchase 66,000
shares  of  common  stock.  The  warrants,  which have exercise prices of $1.53,
expire in December 2004 (unaudited).


                                       F-21
<PAGE>
      (A)     EXHIBITS

The  following  exhibits  are  filed  with  this  registration  statement:

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

*2.1     Agreement  and  Plan of Reorganization dated as of February 16, 1999 by
         and  among  Data  Growth,  Inc.  Gary  B. Peterson and the  Registrant.

*3.1     Articles  of  Incorporation  of  the  Registrant.

*3.2     Certificate  of  Amendment  to  the  Articles  of  Incorporation of the
         Registrant.

*3.3     By-Laws  of  Registrant.

*4.1     Sample  Stock  Certificate  of  the  Registrant.

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

*10.1    Form  of  Series  A  preferred  stock  Purchase  Agreement

*10.2    Series  B  preferred  stock Purchase Agreement dated August 1, 1996 by
         and  among  Kris  Chellam  and  the  Registrant.

*10.3     OEM/  Re-Marketing  Agreement, dated November 15, 1996, by and between
          ArcSoft,  Inc.  and  the  Registrant.

*10.4     Software  License  Agreement,  dated  January  22, 1997 by and between
          Seattle  Filmworks,  Inc,  and  the  Registrant.

*10.5     Online  Distribution Agreement, dated April 24, 1997 by and between KC
          Audio  and  the  Registrant.

*10.6     OEM  License  Agreement,  dated  May  22,  1998, by and between AITech
          International  and  the  Registrant.

*10.7     Series  C Preferred Stock Purchase Agreement dated June 5, 1997 by and
          among  Gary  Kremen  and  the  Registrant.

*10.8     Distribution and Re-Publishing Agreement dated October 17, 1997 by and
          between  Softpool,  a  division of infoMedia GmbH and the  Registrant.

*10.9     Engagement  letter  dated October 24, 1997 between Gary Kremen and the
          Registrant.


<PAGE>
*10.10    Letter  Agreement  dated  February  12,  1998  by and between Venture
          Banking  Group  and  the  Registrant.

*10.11    Distribution Agreement dated March, 1998 by and between Kuni  Research
          International  Corporation  and  the  Registrant.

*10.12    Lease  Agreement dated July 8, 1998 by and between  The Manufacturer's
          Life  Insurance  Company, (U.S.A.) Company, Ltd.,  and the Registrant.

10.13     [Intentionally Blank/Updated Form of Agreement Filed as Exhibit 10.32]

*10.14    Sublease  Agreement  dated  September 1, 1998 by and between  Surefire
          Verification,  Inc.  and  the  Registrant.


10.15     [Intentionally Blank/Updated Form of Agreement Filed as Exhibit 10.33]


*10.16    Amendment  to  an  Agreement  with Infomedia, dated January 15,  1999.

*10.17    Sublease  Agreement  dated  February  1,  1999  by and between  Summit
          Microelectronics  and  the  Registrant.

*10.18    Amendment  No.  1  to  Consulting  Services  Agreement (Exhibit  10.15
          above), dated February 9, 1999 by and between  Hewlett-Packard Company
          and the Registrant

*10.19    Letter  Agreement,  dated  February  10, 1999 by and between Bay  Tree
          Capital  Associates,  LLC  and  the  Registrant.

*10.20    Employment  Agreement dated February 26, 1999 by and between Mr.  Jack
          Marshall  and  the  Registrant.

*10.21    Stock  Option  Plan  of  the  Registrant.

*10.22    Form  of Stock Option Agreement issued under the Stock Option Plan of
          the  Registrant.

*10.23    Stock Option Agreement dated July 1, 1999 by and between Chris McConn
          and  the  Registrant

*10.24    Stock  Option  Agreement  dated  July  1,  1999  by  and between Jack
          Marshall  and  the  Registrant

*10.25    Co-Branded  Marketing  Agreement, dated March 8, 1999, by and between
          Picture  Works  and  the  Registrant.

*10.26    Co-Branded  Marketing  Agreement,  dated  March 11, 1999 between Umax
          Technologies,  Inc.  and  the  Registrant.


<PAGE>
*10.27    Internet  Services and Co-Location Agreement, dated March 15, 1999 by
          and  between  AboveNet  Communications,  Inc.  and  the  Registrant.

*10.28    Cowabunga  Reciprocal web site Linking Agreement, dated April,1999  by
          and  between Cowabunga Enterprises, Inc., a wholly owned subsidiary of
          Gateway  2000,  Inc.  and  the  Registrant.

*10.29    Representation  Agreement,  dated  April  26,  1999,  by  and between
          ADSmart  Network  and  the  Registrant.

*10.30    Co-Branded  Marketing  Agreement,  dated  May 3, 1999, by and between
          Tribal  Voice  and  the  Registrant.

*10.31    Co-Branded  Marketing  Agreement, dated May 12, 1999, by and between,
          Netopia,  Inc.  and  the  Registrant.

*10.32    Agreement,  dated  July  31,  1998,  by and between Digital Equipment
          Corporation  and  the  Registrant.


*10.33    Consulting  Services  Agreement, dated October 22, 1998 by and between
          Hewlett-Packard  Company  and  the  Registrant.

*10.34    Loan and Security Agreement, dated September 27,  1999  by an  between
          Aerofund  Financial,  Inc.  and  the  Registrant.

10.35     Subscription  Agreement,  dated  December 1999, by and between John C.
          Marshall,  Martha  Ann  Marshall  and  the  Registrant.

10.36     Warrant  Agreement  dated  December  1999,  by  and  between  John  C.
          Marshall,  Martha  Ann  Marshall  and  the  Registrant.

10.37     Subscription  Agreement,  dated  December 1999, by and between Barbara
          Marshall  and  the  Registrant.

10.38     Warrant Agreement dated December 1999, by and between Barbara Marshall
          and  the  Registrant.

10.39     Subscription  Agreement,  dated  December  1999,  by  and between Lisa
          Marshall,  Don  Welsh  and  the  Registrant.

10.40     Warrant  Agreement  dated December 1999, by and between Lisa Marshall,
          Don  Welsh  and  the  Registrant.

10.41     Stock  Option  Agreement  dated  December  1999,  by  and between Lisa
          Marshall,  Don  Welsh  and  the  Registrant.


*21.1     Subsidiaries  of  the  Company

27.1      Financial  Data  Schedule


*Previously  filed  with  the  SEC.

<PAGE>
                                   SIGNATURES


        Pursuant  to  the  requirements of Section 12 of the Securities Exchange
Act  of  1934, the registrant caused this registration statement to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                     PHOTOLOFT.COM
                                      (Registrant)



Date:  February 2, 2000                   By:  /s/  Jack  Marshall
                                          --------------------------------------
                                               Jack  Marshall,  Chief  Executive
                                               Officer,  President and Treasurer



<PAGE>


EXHIBIT  10.35
                             SUBSCRIPTION AGREEMENT
                             BY PHOTOLOFT.COM, INC.


1.     SUBSCRIPTION.  The  undersigned,  John  C.  Marshall & Martha A. Marshall
(the  "Subscriber") hereby irrevocably subscribes for NINETY SEVEN THOUSAND NINE
HUNDRED  THIRTY  and  00/100  (97,930)  shares  of  Common  Stock ("Sh-ares") of
PhotoLoft.com, Inc., a California cor-pora-tion (the "Com-pany"), at a price per
Share  of $1.5317 and for a total price of ONE HUNDRED FITY THOUSAND DOLLARS and
00/100  ($150,000.00).  This sub-scri-p-tion may be rejected in whole or in part
by  the  Company.

2.     REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS  BY  THE  SUBSCRIBER.  The
Subscriber  represents,  warrants  and  agrees  that:

     (a)     The Subscriber has received and carefully reviewed from the Company
all  material  documents  necessary  to  make  an  informed  investment decision
including  but not limited to the Company's Form 10-SB and understands the risks
associated  with  this  investment;

     (b)     All  of the information provided by the Sub-scriber in the Investor
                                                                        --------
Questionnaire  for  Individual Investors, attached hereto as Exhibit A, given to
- ----------------------------------------                     ---------
the  Company  or  its agents prior to the date hereof regarding the Subscriber's
ability to bear the risks of this investment and the Subscriber's sophistication
and experience as an investor, is true and correct as of the date this Agreement
is tendered to the Company.  The Subscriber shall promptly notify the Company in
writing  if any change in such information occurs after such tender and prior to
acceptance  hereof  by  the  Company;

     (c)     Subscriber  is advised that no federal or state agency has made any
recommendation  or  endorsement  of  the  Shares;

     (d)     The  Subscriber has a preexisting personal or business relationship
with  the  Company  or  with  any  of  its  offi-cers, directors, or controlling
persons,  or  by reason of the Subscriber's business or financial experience (or
the  business  or  financial  experience  of  his/her  authorized  investment
representative  who  is  unaffiliated  with  and  who  is not compensated by the
Com-pany  or  any  affiliate  or  selling  agent  of  the  Company,  directly or
indirectly) has the capacity to protect his/her own interests in connection with
this  investment;

     (e)     The  Subscriber  has  not  seen  or  received  any advertisement or
general  solicitation  with  respect  to  the  Shares;

     (f)     The  Subscriber  recognizes that the Company has limited net assets
and  a limited operating history, and that any investment in the Shares involves
a  high  degree  of  risk;

     (g)     The  Subscriber understands that there are substantial restrictions
on  sale,  assignment, transfer or any other disposition of the Shares, and that
the  Subscriber  may  not  be  able  to  liquidate  the Subscriber's investment;


<PAGE>
     (h)     The  Subscriber  is  a  resident  of  the state of Texas and, if an
individual,  is  twenty-one  (21)  years  of  age or over.  For purposes of this
section,  the  Subscrib-er  is  deemed  to  reside in the state where he/she has
his/her  principal  resi-dence at the time of both the offer and the sale of the
Shares;

     (i)     Either  the  Subscriber,  or the Subscriber's authorized investment
representative,  if  any,  has had the oppor-tunity for direct negotiations with
the  Company  with  regard  to  this  sub-scription and to ask questions of, and
receive answers from the representatives of the Company concerning the terms and
conditions  of  the  offering  and the Company, and has received all information
requested  by  the  Sub-scriber  regarding  the  offering,  the  Company and its
existing  and  planned  opera-tions  and  manage-ment;

     (j)     The  Shares  are  being purchased by the Sub-scriber and not by any
other  person,  with  the  Subscriber's  own funds and not with the funds of any
other  person  and for the Subscriber's own account, and not as a nominee, agent
or other-wise for the account of any other person (except for its princi-pal, in
the  case  of  an au-thorized investment representative).  On acceptance of this
Agre-ement,  no other person will have any interest, beneficial or otherwise, in
the  Shares.  The  Subscriber is not obligated to transfer all or any portion of
the  Shares  to  any  other person nor does the Subscriber have any agreement or
understanding to do so.  The Subscriber is purchas-ing the Shares for investment
for  an indefinite period and not with a view to the sale or distribution of any
part  or  all  there-of  by  public  or  private sale or other disposition.  The
Subscrib-er  has  no  inten-tion of selling, grant-ing any participa-tion in, or
otherwise  distributing  or  disposing  of  the Shares.  The Subscriber does not
intend  to  subdi-vide  the Subscriber's purchase of the Shares with any person;

     (k)     The  Subscriber  has  been  advised  that  the  Shares  issued  in
connec-tion with this offering have not been regis-tered with the Securities and
Exchange  Commission  under  the  Securities Act of 1933, as amended (the "Act);

     (l)     Subscriber  acknowledges  that,  either  directly  or  with  the
assistance  of  his/her  Purchaser  Representative,  if any, Subscriber has such
knowledge  and  experience in financial and business matters to make an informed
investment  decision based upon the information furnished to Subscriber and such
addi-tional  information  as Subscriber may have requested and received from the
Company  and  the  independent  inquiries  and  investigations  undertaken  by
Subscriber;

     (m)     The Company reserves the right to reject this subscription in whole
or  in  part.

3.     REPRESENTATIONS  AND  WARRANTIES  BY THE COMPANY.  The Company represents
and  warrants  that it has full legal and equitable title to the Shares, and has
not  in  whole  or  in  part  assigned,  pledged,  sold,  conveyed or other-wise
transferred  to  any  third  party  any  rights  in  such  Shares.


                                        2
<PAGE>
4.     PAYMENT OF SUBSCRIPTION.  The amount of the Sub-scriber's subscription is
set  forth above and the undersigned encloses payment of such amount herewith in
United States dollars by cash, check or money order payable to the Company.  The
Sub-scriber  recognizes  that  if the Subscriber's sub-scription is re-jected in
whole  or  in part, the funds delivered to the Com-pany for the rejected portion
of the subscription will be returned to the Subscriber by the Company as soon as
practica-ble  without  interest.

5.     APPLICATION  TO  FIDUCIARIES.  If the Subscriber is purchasing the Shares
in  a fiduciary capacity, the representa-tions, warranties and agreements of the
Subscriber  herein  shall be deemed to have been made on behalf of the person(s)
for whom the Subscriber is so purchasing, except that such person(s) need not be
over  twenty-one  (21)  years  of  age.

6.     CHANGES.  The  Subscriber agrees to notify the Company immediately if any
of  the  representations  and  warranties  made  by the Subscriber herein become
untrue.

7.     REGISTRATION  ON  COMPANY'S  RECORDS.  The  Sub-scriber's  Shares will be
owned  and  should  be  shown  on  the  Com-pany's  records  as set forth on the
signature  line  below.

8.     ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement of the
parties  hereto  with  re-spect to the mat-ters set forth herein, and supersedes
all  prior  agreements,  nego-tiations,  or  discussions  with  respect  to such
matters.  No prior or concurrent representations or promises of any party hereto
or  any  of their respective agents or representa-tives shall consti-tute a part
of this Agreement, unless expressly so stated herein.  This Agreement may not be
altered,  modified,  amended,  changed, rescinded, or discharged, in whole or in
part,  except  by  a  writ-ing  executed  by  the  parties.

9.     COVENANTS AND CONDITIONS.  Should any covenant or other provision of this
Agreement  be  held by a court of competent jurisdiction to be invalid, illegal,
or  unenforceable  by  reason  of  a  rule  of  law  or public policy, all other
conditions  and  pro-visions of this Agreement shall nevertheless remain in full
force  and  effect.  No  covenant  or provision hereof shall be deemed dependent
upon  any  other  covenant  or  provision  unless  so  expressly  stated herein.

10.     CALIFORNIA  LAW  TO GOVERN.  This Agreement shall be deemed entered into
in  the  State  of California, and shall be governed and construed in accordance
with  the  internal laws of the State of California applicable to contracts made
and  to  be  performed  in  the  State  of  California.

11.     NOTICES.  All  notices  and  demands  of  every kind shall be personally
delivered  or  sent by first class mail to the parties at their addresses stated
below.  Any  such  notice  or  demand  shall  be  effective  and deemed received
immediately  upon personal service or three (3) days after deposit in the United
States  mail, as the case may be.  Any party hereto may re-desig-nate an address
for  notices  or  demands in writing, delivered or mailed in accordance with the
terms  hereof.


                                        3
<PAGE>
12.     SECTION  HEADINGS.  The  section  headings  in  this  Agreement  are for
convenience  of  reference  only,  and shall not in any way limit or amplify the
terms and provisions hereof, or enter into the interpretation of this Agreement.

13.     COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each  of  which  shall  be  deemed  an  original but all of which
together  shall  constitute  one  and  the same instrument, and, in making proof
hereof,  it  shall not be necessary to produce or account for more than one such
counter-part.

14.     INTERPRETATION.  As  used  in this Agreement, the masculine, feminine or
neuter  gender,  and  the  singular  or  plural  number, shall each be deemed to
include  the  others  whenever  the  context  so  indicates.

15.     MISCELLANEOUS.  This  Agreement  shall  inure  to  the benefit of and be
binding  upon  the  heir and personal representa-tives of the Subscriber and the
successors  and  assigns  of  the  Company,  subject  to  the  restrictions upon
assignment  set  forth  herein.  Time  is  agreed  to  be  of  the  essence.

     IN  WITNESS  WHEREOF, the Subscriber has duly executed this Agreement as of
the  ___ day of ______________, 1999, and rendered this Agreement to the Company
this  day  of,  1999.


     /s/  John  C.  Marshall               /s/  Martha  A.  Marshall
     -----------------------               -------------------------
                                           Authorized  Signature  of  Subscriber
     John  C.  Marshall                    Martha  A.  Marshall


                                        4
<PAGE>
/_/  Individual  Ownership                ________________________________
                                          Subscriber's  Social  Security
                                          or  Federal  Tax  Identification
                                          Number(s)

/_/  Joint  Tenants  with
     Right  of  Survivorship               ________________________________
                                          Subscriber's  Home  Telephone
                                          Number  and  Area  Code
/_/  Tenants  in  Common
     (both  parties  must
     sign)

/_/  Community  Property
     (both  signatures
     required)

/_/  General  Partnership
     (Managing  Partner  must
     sign;  if  no  Managing
     Partner,  all  partners
     must  sign)

/_/  Corporation
     (authorized  officer
     must  sign)

/_/  Trust
     (Authorized  trustee(s)  must  sign)

Cash,  check  or  money  order  enclosed:  $______________



ACCEPTED:                                 PHOTOLOFT,  INC.:

Dated:_____________,  1999                By:  /s/  Jack  Marshall
                                               -------------------
                                               Jack  Marshall,  President
Address  for  Notices:                         Its:_____________________________

__________________________

__________________________


                                        5
<PAGE>



EXHIBIT  10.36
                                WARRANT AGREEMENT

                           TO PURCHASE COMMON STOCK OF

                               PHOTOLOFT.COM, INC.

THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933,  AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE
AND  ARE  BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  THE SECURITIES ARE SUBJECT TO
RESTRICTIONS  ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT  AS  PERMITTED  UNDER  THE  SECURITIES  ACT  AND  SUCH  LAWS  PURSUANT TO
REGISTRATION  OR  AN  EXEMPTION  THEREFROM.

     This  Warrant  Agreement (the "Agreement") is entered into this ____ day of
December,  1999, by and between PhotoLoft.com ("PhotoLoft") and John C. Marshall
and  Martha  A.  Marshall  ("BUYER").  For  good and valuable consideration, the
receipt  and  sufficiency  of which is hereby acknowledged, the parties agree as
follows:

1.   Issuance  of  Warrants.  PhotoLoft,  subject  to  the  terms and conditions
     ----------------------
hereinafter  set  forth,  hereby  issues  to  BUYER warrants (the "Warrants") to
purchase  TWENTY  THOUSAND  (20,000)  shares  of  PhotoLoft  common  stock  (the
"Shares").  The  exercise  price  of  the Shares shall be $1.5317 per share (the
"Exercise  Price")  subject to adjustment in accordance with Paragraph 5 of this
Agreement.

2.   Term.  The Warrants may be exercised at any time after the  Effective  Date
     ----
set  forth  on the signature page hereof and before the expiration  o sixty (60)
months  from  the  Effective  Date.

3.   Exercise.
     --------

     (a)     BUYER shall exercise the Warrants granted hereunder, in whole or in
part,  by  delivering  to PhotoLoft at the office of PhotoLoft, or at such other
address  as  PhotoLoft  may designate by notice in writing to the holder hereof,
the  Notice  of Exercise attached hereto as Exhibit A and incorporated herein by
                                            ---------
reference  and  a certified check or wire transfer in lawful money of the United
States  for  the  Exercise Price for the entire amount of the number of Warrants
being  exercised

     (b)     Upon  delivery  of  all  of the items set forth in (a) above, BUYER
shall  be  entitled  to  receive  a certificate or certificates representing the
Shares.  Such  Shares  shall  be  validly issued, fully paid and non-assessable.


                                        1
<PAGE>
     (c)     Warrants  shall  be deemed to have been exercised immediately prior
to  the close of business on the day of such delivery, and BUYER shall be deemed
the  holder  of  record  of the Shares issuable upon such exercise at such time.

     (d)     Upon  any  partial  exercise  of  the  Warrants,  at the request of
PhotoLoft,  this  Agreement  shall be surrendered and a new Agreement evidencing
the  right  to  purchase  the  number of Shares not purchased upon such exercise
shall  be  issued  to  BUYER.

4.   Representations  and  Warranties  of  BUYER.  BUYER hereby represents and
     -------------------------------------------
warrants  to  PhotoLoft  as  follows:

     (a)     Sophistication.  BUYER  has  (i) a preexisting personal or business
relationship  with  PhotoLoft  or  one  or  more  of its officers, directors, or
control  persons; or (ii) by reason of BUYER's business or financial experience,
or  by  reason  of  the business or financial experience or of BUYER's financial
advisor  who  is  unaffiliated  with  and  who  is  not compensated, directly or
indirectly,  by  PhotoLoft or any affiliate or selling agent of PhotoLoft, BUYER
is  capable  of  evaluating  the  risks  and  merits  of  this investment and of
protecting  BUYER's  own  interests  in  connection  with  this  investment.

     (b)     Accredited  Investor.     BUYER is an "accredited investor" as such
term  is  defined  under  Regulation D of the Securities Act of 1933, as amended
(the  "Securities  Act").

     (c)     Investment  Intent.  BUYER  is  purchasing  the  Warrants, and will
purchase  the  Shares  solely  for her own account for investment.  BUYER has no
present  intention  to  resell  or  distribute the Warrants or the Shares or any
portion  thereof.  The  entire  legal and beneficial interest of the Warrants is
being  purchased,  and  will  be  held, for BUYER's account only, and neither in
whole  or  in  part  for  any  other  person.

     (d)     Information  Concerning  Company.  BUYER  is  aware of the business
affairs  and  financial  condition  of  PhotoLoft  and  has  acquired sufficient
information  about  PhotoLoft  to make an informed and knowledgeable decision to
purchase  the  Warrants  and  the  Shares.

     (e)     Economic  Risk.  BUYER  realizes  that the purchase of the Warrants
and  the  Shares  will  be  a  highly speculative investment and involves a high
degree  of  risk.  BUYER  is able, without impairing its financial condition, to
hold  the  Warrants  and/or  the  Shares for an indefinite period of time and to
suffer  a  complete  loss  of  its  investment.

5.   Anti-dilution  Adjustments.  The  Warrants  granted  hereunder  and  the
     --------------------------
Exercise Price thereof shall be subject to adjustment from time to time upon the
happening  of  certain  events  as  set  forth  below.


                                        2
<PAGE>
     (a)     Stock  Splits  and  Dividends.  If  outstanding shares of PhotoLoft
Common  Stock  shall be subdivided into a greater number of shares or a dividend
in  Common Stock shall be paid in respect of Common Stock, the Exercise Price in
effect  immediately  prior  to  such  subdivision  or at the record date of such
dividend  shall  simultaneously  with  the  effectiveness of such subdivision or
immediately  after  the record date of such dividend be proportionately reduced.
If outstanding shares of Common Stock shall be combined into a smaller number of
shares,  the  Exercise  Price  in  effect  immediately prior to such combination
shall,  simultaneously  with  the  effectiveness  of  such  combination,  be
proportionately  increased.  When  any  adjustment is required to be made in the
Exercise  Price,  the  number  of  Shares  purchasable  upon the exercise of the
Warrants  shall  be  changed  to the number determined by dividing (i) an amount
equal  to  the  number  of  Shares  issuable  upon  the exercise of the Warrants
immediately prior to such adjustment, multiplied by the Exercise Price in effect
immediately  prior  to  such  adjustment,  by  (ii) the Exercise Price in effect
immediately  after  such  adjustment.

     (b)     Reclassification,  Etc.  In  case there occurs any reclassification
or  change  of  the outstanding securities of PhotoLoft or any reorganization of
PhotoLoft  (or any other corporation the stock or securities of which are at the
time  receivable  upon  the  exercise  of the Warrants) or any similar corporate
reorganization  on  or  after the date hereof, then and in each such case BUYER,
upon  the  exercise  hereof  at  any  time  after  the  consummation  of  such
reclassification,  change,  or  reorganization  shall be entitled to receive, in
lieu  of the stock or other securities and property receivable upon the exercise
hereof  prior to such consummation, the stock or other securities or property to
which  BUYER  would  have  been  entitled  upon  such  consummation if BUYER had
exercised  the  Warrants  immediately  prior  thereto,  all  subject  to further
adjustment  pursuant  to  the  provisions  of  this  Section.

     (c)     Adjustment Certificate.  When any adjustment is required to be made
in  the  Shares  or the Exercise Price pursuant to this Section, PhotoLoft shall
promptly  mail to BUYER a certificate setting forth (i) a brief statement of the
facts  requiring  such adjustment, (ii) the Exercise Price after such adjustment
and  (iii)  the  kind  and  amount of stock or other securities or property into
which  the  Warrants  shall  be  exercisable  after  such  adjustment.

6.   Reservation  of  Shares.  PhotoLoft  shall  at  all times  keep  reserved a
     -----------------------
sufficient  number  of  authorized  shares  of  Common  Stock to provide for the
exercise  of  the  Warrants  in  full.

7.   Transferability.  The  Warrants  issued  hereunder  and  any and all Shares
     ---------------
issued  upon  exercise  of  the  Warrants  shall be transferable on the books of
PhotoLoft  by the holder hereof in person or by duly authorized attorney subject
to  any restrictions imposed by applicable federal or state securities laws.  It
shall be a further condition to any transfer of the Warrants that the transferor
(if  any  portion of the Warrants are retained) and the transferee shall receive
and  accept new Warrants, of like tenor and date, executed by PhotoLoft, for the
portion  so  transferred  and for any portion retained, and shall surrender this
Agreement  executed.

8.   Voting.   Nothing  contained  in  this  Agreement  shall  be  construed  as
     ------
conferring upon BUYER the right to vote or to receive dividends or to consent or
receive  notice  as  a shareholder in respect to any meeting of shareholders for
the  election  of  directors of PhotoLoft or for any other purpose not specified
herein.


                                        3
<PAGE>
9.   Miscellaneous.
     -------------

     (a)     Amendment.  This  Agreement  may  be  amended  by written agreement
between  PhotoLoft  and  BUYER.

     (b)     Notice.  Any  notice, demand or request required or permitted to be
given under this Agreement will be in writing and will be deemed sufficient when
delivered  personally  or sent by telegram or forty-eight (48) hours after being
deposited  in  the  U.S.  mail,  as  certified  or  registered  mail,  or with a
commercial  courier  service,  with  postage  prepaid,  and  addressed,  if  to
PhotoLoft,  at  its principal place of business, attention the President, and if
to  BUYER,  at  BUYER's  address  as  shown  on  the stock records of PhotoLoft.

     (c)     Further  Assurances.     Both  parties  agree  to  execute  any
additional  documents  and  take  any further actions necessary to carry out the
purposes  of  this  Agreement.

     (d)     Severability.  If  any  provision  of this Agreement is held by any
court  of  competent  jurisdiction  to  be  illegal, unenforceable or void, such
provision  will  be  enforced  to  the  greatest  extent  possible and all other
provisions  of  this  Agreement  will  continue  in  full  force  and  effect.

     (e)     Governing  Law.  This Agreement will be interpreted and enforced in
accordance  with  California  law as applied to agreements made and performed in
California.

     (f)     Survival.  The representations and warranties of the parties hereto
set  forth  in  this Agreement shall survive the closing and consummation of the
transactions  contemplated  hereby for a period of three (3) years from the date
hereof.

     (g)     Entire  Agreement;  Successors and Assigns.  This Agreement and the
documents  and  instruments  attached  hereto  constitute  the  entire agreement
between BUYER and PhotoLoft relative to the subject matter hereof.  Any previous
agreements between the parties are superseded by this Agreement.  Subject to any
exceptions specifically set forth in this Agreement, the terms and conditions of
this  Agreement shall inure to the benefit of and be binding upon the respective
executors,  administrators,  heirs,  successors  and  assigns  of  the  parties.

     (h)     Counterparts.  This  Agreement  may  be  executed  in  two  or more
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     (i)     Headings.  The  headings  of the Sections of this Agreement are for
convenience  and  shall  not  by themselves determine the interpretation of this
Agreement.

     (j)     Attorney Fees.     If any action is brought to interpret or enforce
the  terms  of  this  Agreement,  the  prevailing  party in such action shall be
entitled  to  recover  its  attorneys fees and costs incurred in connection with
such  action.


                                        4
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
signed and delivered by their duly authorized officers as of  December ___, 1999
(the  "Effective  Date").


PHOTOLOFT:                         PHOTOLOFT.COM,  INC.


                                   By:_______________________

                                   Its:______________________


BUYER:                             /s/  John  C.  Marshall
                                   -----------------------
                                   John  C.  Marshall
                                   /s/  Martha  A.  Marshall
                                   -------------------------
                                   Martha  A.  Marshall


                                        5
<PAGE>
                                     WARRANT

                               NOTICE OF EXERCISE
                               ------------------

To:     PhotoLoft.com,  Inc.

     (1)     _______________  ("BUYER") hereby elects to purchase ______________
shares  of  Common  Stock  of  PhotoLoft.com, Inc. ("PhotoLoft") pursuant to the
terms  of  the Warrant Agreement dated December ___, 1999, and executed by BUYER
and  PhotoLoft,  and  tenders  herewith  payment  of the purchase price in full,
together  with  all  applicable  transfer  taxes,  if  any.

     (2)     Please issue a certificate or certificates representing said shares
in  the  name  of  BUYER.


BUYER:                              _______________________________


<PAGE>



EXHIBIT  10.37
                             SUBSCRIPTION AGREEMENT
                             BY PHOTOLOFT.COM, INC.

1.   SUBSCRIPTION.  The  undersigned,  Barbara  Marshall  (the  "Subscriber")
hereby  irrevocably  subscribes for SIXTY FIVE THOUSAND TWO HUNDRED EIGHTY SEVEN
and 00/100 (65,287) shares of Common Stock ("Sh-ares") of PhotoLoft.com, Inc., a
California  cor-pora-tion  (the "Com-pany"), at a price per Share of $1.5317 and
for  a  total  price  of  ONE HUNDRED THOUSAND DOLLARS and 00/100 ($100,000.00).
This  sub-scri-p-tion  may  be  rejected  in  whole  or  in part by the Company.

2.    REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS  BY  THE  SUBSCRIBER.  The
Subscriber  represents,  warrants  and  agrees  that:

     (a)     The Subscriber has received and carefully reviewed from the Company
all  material  documents  necessary  to  make  an  informed  investment decision
including  but not limited to the Company's Form 10-SB and understands the risks
associated  with  this  investment;

     (b)     All  of the information provided by the Sub-scriber in the Investor
                                                                        --------
Questionnaire  for  Individual Investors, attached hereto as Exhibit A, given to
- ----------------------------------------                     ---------
the  Company  or  its agents prior to the date hereof regarding the Subscriber's
ability to bear the risks of this investment and the Subscriber's sophistication
and experience as an investor, is true and correct as of the date this Agreement
is tendered to the Company.  The Subscriber shall promptly notify the Company in
writing  if any change in such information occurs after such tender and prior to
acceptance  hereof  by  the  Company;

     (c)     Subscriber  is advised that no federal or state agency has made any
recommendation  or  endorsement  of  the  Shares;

     (d)     The  Subscriber has a preexisting personal or business relationship
with  the  Company  or  with  any  of  its  offi-cers, directors, or controlling
persons,  or  by reason of the Subscriber's business or financial experience (or
the  business  or  financial  experience  of  his/her  authorized  investment
representative  who  is  unaffiliated  with  and  who  is not compensated by the
Com-pany  or  any  affiliate  or  selling  agent  of  the  Company,  directly or
indirectly) has the capacity to protect his/her own interests in connection with
this  investment;

     (e)     The  Subscriber  has  not  seen  or  received  any advertisement or
general  solicitation  with  respect  to  the  Shares;

     (f)     The  Subscriber  recognizes that the Company has limited net assets
and  a limited operating history, and that any investment in the Shares involves
a  high  degree  of  risk;

     (g)     The  Subscriber understands that there are substantial restrictions
on  sale,  assignment, transfer or any other disposition of the Shares, and that
the  Subscriber  may  not  be  able  to  liquidate  the Subscriber's investment;


<PAGE>
     (h)     The  Subscriber  is  a  resident  of  the state of Texas and, if an
individual,  is  twenty-one  (21)  years  of  age or over.  For purposes of this
section,  the  Subscrib-er  is  deemed  to  reside in the state where he/she has
his/her  principal  resi-dence at the time of both the offer and the sale of the
Shares;

     (i)     Either  the  Subscriber,  or the Subscriber's authorized investment
representative,  if  any,  has had the oppor-tunity for direct negotiations with
the  Company  with  regard  to  this  sub-scription and to ask questions of, and
receive answers from the representatives of the Company concerning the terms and
conditions  of  the  offering  and the Company, and has received all information
requested  by  the  Sub-scriber  regarding  the  offering,  the  Company and its
existing  and  planned  opera-tions  and  manage-ment;

     (j)     The  Shares  are  being purchased by the Sub-scriber and not by any
other  person,  with  the  Subscriber's  own funds and not with the funds of any
other  person  and for the Subscriber's own account, and not as a nominee, agent
or other-wise for the account of any other person (except for its princi-pal, in
the  case  of  an au-thorized investment representative).  On acceptance of this
Agre-ement,  no other person will have any interest, beneficial or otherwise, in
the  Shares.  The  Subscriber is not obligated to transfer all or any portion of
the  Shares  to  any  other person nor does the Subscriber have any agreement or
understanding to do so.  The Subscriber is purchas-ing the Shares for investment
for  an indefinite period and not with a view to the sale or distribution of any
part  or  all  there-of  by  public  or  private sale or other disposition.  The
Subscrib-er  has  no  inten-tion of selling, grant-ing any participa-tion in, or
otherwise  distributing  or  disposing  of  the Shares.  The Subscriber does not
intend  to  subdi-vide  the Subscriber's purchase of the Shares with any person;

     (k)     The  Subscriber  has  been  advised  that  the  Shares  issued  in
connec-tion with this offering have not been regis-tered with the Securities and
Exchange  Commission  under  the  Securities Act of 1933, as amended (the "Act);

     (l)     Subscriber  acknowledges  that,  either  directly  or  with  the
assistance  of  his/her  Purchaser  Representative,  if any, Subscriber has such
knowledge  and  experience in financial and business matters to make an informed
investment  decision based upon the information furnished to Subscriber and such
addi-tional  information  as Subscriber may have requested and received from the
Company  and  the  independent  inquiries  and  investigations  undertaken  by
Subscriber;

     (m)     The Company reserves the right to reject this subscription in whole
or  in  part.

3.   REPRESENTATIONS  AND  WARRANTIES  BY  THE  COMPANY.  The Company represents
and  warrants  that it has full legal and equitable title to the Shares, and has
not  in  whole  or  in  part  assigned,  pledged,  sold,  conveyed or other-wise
transferred  to  any  third  party  any  rights  in  such  Shares.


                                        2
<PAGE>
4.   PAYMENT  OF SUBSCRIPTION.  The amount  of the Sub-scriber's subscription is
set  forth above and the undersigned encloses payment of such amount herewith in
United States dollars by cash, check or money order payable to the Company.  The
Sub-scriber  recognizes  that  if the Subscriber's sub-scription is re-jected in
whole  or  in part, the funds delivered to the Com-pany for the rejected portion
of the subscription will be returned to the Subscriber by the Company as soon as
practica-ble  without  interest.

5.   APPLICATION  TO  FIDUCIARIES.  If  the  Subscriber is purchasing the Shares
in  a fiduciary capacity, the representa-tions, warranties and agreements of the
Subscriber  herein  shall be deemed to have been made on behalf of the person(s)
for whom the Subscriber is so purchasing, except that such person(s) need not be
over  twenty-one  (21)  years  of  age.

6.   CHANGES.  The  Subscriber  agrees  to notify the Company immediately if any
of  the  representations  and  warranties  made  by the Subscriber herein become
untrue.

7.   REGISTRATION  ON  COMPANY'S  RECORDS.  The  Sub-scriber's  Shares  will  be
owned  and  should  be  shown  on  the  Com-pany's  records  as set forth on the
signature  line  below.

8.   ENTIRE AGREEMENT.  This  Agreement  constitutes the entire agreement of the
parties  hereto  with  re-spect to the mat-ters set forth herein, and supersedes
all  prior  agreements,  nego-tiations,  or  discussions  with  respect  to such
matters.  No prior or concurrent representations or promises of any party hereto
or  any  of their respective agents or representa-tives shall consti-tute a part
of this Agreement, unless expressly so stated herein.  This Agreement may not be
altered,  modified,  amended,  changed, rescinded, or discharged, in whole or in
part,  except  by  a  writ-ing  executed  by  the  parties.

9.   COVENANTS AND CONDITIONS.  Should  any  covenant or other provision of this
Agreement  be  held by a court of competent jurisdiction to be invalid, illegal,
or  unenforceable  by  reason  of  a  rule  of  law  or public policy, all other
conditions  and  pro-visions of this Agreement shall nevertheless remain in full
force  and  effect.  No  covenant  or provision hereof shall be deemed dependent
upon  any  other  covenant  or  provision  unless  so  expressly  stated herein.

10.   CALIFORNIA  LAW  TO GOVERN.  This  Agreement  shall be deemed entered into
in  the  State  of California, and shall be governed and construed in accordance
with  the  internal laws of the State of California applicable to contracts made
and  to  be  performed  in  the  State  of  California.

11.   NOTICES.  All  notices  and  demands  of  every  kind  shall be personally
delivered  or  sent by first class mail to the parties at their addresses stated
below.  Any  such  notice  or  demand  shall  be  effective  and deemed received
immediately  upon personal service or three (3) days after deposit in the United
States  mail, as the case may be.  Any party hereto may re-desig-nate an address
for  notices  or  demands in writing, delivered or mailed in accordance with the
terms  hereof.


                                        3
<PAGE>
12.   SECTION  HEADINGS.  The  section  headings  in  this  Agreement  are  for
convenience  of  reference  only,  and shall not in any way limit or amplify the
terms and provisions hereof, or enter into the interpretation of this Agreement.

13.   COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each  of  which  shall  be  deemed  an  original but all of which
together  shall  constitute  one  and  the same instrument, and, in making proof
hereof,  it  shall not be necessary to produce or account for more than one such
counter-part.

14.   INTERPRETATION.  As  used  in  this  Agreement, the masculine, feminine or
neuter  gender,  and  the  singular  or  plural  number, shall each be deemed to
include  the  others  whenever  the  context  so  indicates.

15.   MISCELLANEOUS.  This  Agreement  shall  inure  to  the  benefit  of and be
binding  upon  the  heir and personal representa-tives of the Subscriber and the
successors  and  assigns  of  the  Company,  subject  to  the  restrictions upon
assignment  set  forth  herein.  Time  is  agreed  to  be  of  the  essence.

     IN  WITNESS  WHEREOF, the Subscriber has duly executed this Agreement as of
the  ___ day of ______________, 1999, and rendered this Agreement to the Company
this  day  of,  1999.

                              /s/Barbara  Marshall
                              --------------------
                              Authorized  Signature  of  Subscriber
                              Barbara  Marshall


                                        4
<PAGE>

/_/  Individual  Ownership                      ________________________________
                                                Subscriber's  Social  Security
                                                or  Federal  Tax  Identification
                                                Number(s)

/_/  Joint  Tenants  with
     Right  of  Survivorship                    ________________________________
                                                Subscriber's  Home  Telephone
                                                Number  and  Area  Code

/_/  Tenants  in  Common
     (both  parties  must
     sign)

/_/  Community  Property
     (both  signatures
     required)

/_/  General  Partnership
     (Managing  Partner  must
     sign;  if  no  Managing
     Partner,  all  partners
     must  sign)

/_/  Corporation
     (authorized  officer
     must  sign)

/_/  Trust
     (Authorized  trustee(s)  must  sign)

Cash,  check  or  money  order  enclosed:  $______________

ACCEPTED:                              PHOTOLOFT,  INC.:

Dated:_____________,  1999                    By:  /s/  Jack  Marshall
                                                   -------------------
                                              Jack  Marshall,  President
Address  for  Notices:                        Its:_____________________________
____________________________

____________________________


                                        5
<PAGE>



EXHIBIT  10.38
                                WARRANT AGREEMENT

                           TO PURCHASE COMMON STOCK OF

                               PHOTOLOFT.COM, INC.

THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933,  AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE
AND  ARE  BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  THE SECURITIES ARE SUBJECT TO
RESTRICTIONS  ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT  AS  PERMITTED  UNDER  THE  SECURITIES  ACT  AND  SUCH  LAWS  PURSUANT TO
REGISTRATION  OR  AN  EXEMPTION  THEREFROM.

     This  Warrant  Agreement (the "Agreement") is entered into this ____ day of
December,  1999, by and between PhotoLoft.com ("PhotoLoft") and Barbara Marshall
("BUYER").  For  good and valuable consideration, the receipt and sufficiency of
which  is  hereby  acknowledged,  the  parties  agree  as  follows:

1.   Issuance  of  Warrants.  PhotoLoft,  subject  to  the  terms and conditions
     ----------------------
hereinafter  set  forth,  hereby  issues  to  BUYER warrants (the "Warrants") to
purchase  THIRTEEN  THOUSAND  (13,000)  shares  of  PhotoLoft  common stock (the
"Shares").  The  exercise  price  of  the Shares shall be $1.5317 per share (the
"Exercise  Price")  subject to adjustment in accordance with Paragraph 5 of this
Agreement.

2.   Term.  The Warrants may be  exercised  at any time after the Effective Date
     ----
set  forth  on the signature page hereof and before the expiration of sixty (60)
months  from  the  Effective  Date.

3.   Exercise.
     --------

     (a)     BUYER shall exercise the Warrants granted hereunder, in whole or in
part,  by  delivering  to PhotoLoft at the office of PhotoLoft, or at such other
address  as  PhotoLoft  may designate by notice in writing to the holder hereof,
the  Notice  of Exercise attached hereto as Exhibit A and incorporated herein by
                                            ---------
reference  and  a certified check or wire transfer in lawful money of the United
States  for  the  Exercise Price for the entire amount of the number of Warrants
being  exercised

     (b)     Upon  delivery  of  all  of the items set forth in (a) above, BUYER
shall  be  entitled  to  receive  a certificate or certificates representing the
Shares.  Such  Shares  shall  be  validly issued, fully paid and non-assessable.


                                        1
<PAGE>
     (c)     Warrants  shall  be deemed to have been exercised immediately prior
to  the close of business on the day of such delivery, and BUYER shall be deemed
the  holder  of  record  of the Shares issuable upon such exercise at such time.

     (d)     Upon  any  partial  exercise  of  the  Warrants,  at the request of
PhotoLoft,  this  Agreement  shall be surrendered and a new Agreement evidencing
the  right  to  purchase  the  number of Shares not purchased upon such exercise
shall  be  issued  to  BUYER.

4.   Representations  and  Warranties  of  BUYER.  BUYER  hereby  represents and
     -------------------------------------------
warrants  to  PhotoLoft  as  follows:

     (a)     Sophistication.  BUYER  has  (i) a preexisting personal or business
relationship  with  PhotoLoft  or  one  or  more  of its officers, directors, or
control  persons; or (ii) by reason of BUYER's business or financial experience,
or  by  reason  of  the business or financial experience or of BUYER's financial
advisor  who  is  unaffiliated  with  and  who  is  not compensated, directly or
indirectly,  by  PhotoLoft or any affiliate or selling agent of PhotoLoft, BUYER
is  capable  of  evaluating  the  risks  and  merits  of  this investment and of
protecting  BUYER's  own  interests  in  connection  with  this  investment.

     (b)     Accredited  Investor.     BUYER is an "accredited investor" as such
term  is  defined  under  Regulation D of the Securities Act of 1933, as amended
(the  "Securities  Act").

     (c)     Investment  Intent.  BUYER  is  purchasing  the  Warrants, and will
purchase  the  Shares  solely  for her own account for investment.  BUYER has no
present  intention  to  resell  or  distribute the Warrants or the Shares or any
portion  thereof.  The  entire  legal and beneficial interest of the Warrants is
being  purchased,  and  will  be  held, for BUYER's account only, and neither in
whole  or  in  part  for  any  other  person.

     (d)     Information  Concerning  Company.  BUYER  is  aware of the business
affairs  and  financial  condition  of  PhotoLoft  and  has  acquired sufficient
information  about  PhotoLoft  to make an informed and knowledgeable decision to
purchase  the  Warrants  and  the  Shares.

     (e)     Economic  Risk.  BUYER  realizes  that the purchase of the Warrants
and  the  Shares  will  be  a  highly speculative investment and involves a high
degree  of  risk.  BUYER  is able, without impairing its financial condition, to
hold  the  Warrants  and/or  the  Shares for an indefinite period of time and to
suffer  a  complete  loss  of  its  investment.

5.   Anti-dilution  Adjustments.  The  Warrants  granted  hereunder  and  the
     --------------------------
Exercise Price thereof shall be subject to adjustment from time to time upon the
happening  of  certain  events  as  set  forth  below.

     (a)     Stock  Splits  and  Dividends.  If  outstanding shares of PhotoLoft
Common  Stock  shall be subdivided into a greater number of shares or a dividend
in  Common Stock shall be paid in respect of Common Stock, the Exercise Price in


                                        2
<PAGE>
effect  immediately  prior  to  such  subdivision  or at the record date of such
dividend  shall  simultaneously  with  the  effectiveness of such subdivision or
immediately  after  the record date of such dividend be proportionately reduced.
If outstanding shares of Common Stock shall be combined into a smaller number of
shares,  the  Exercise  Price  in  effect  immediately prior to such combination
shall,  simultaneously  with  the  effectiveness  of  such  combination,  be
proportionately  increased.  When  any  adjustment is required to be made in the
Exercise  Price,  the  number  of  Shares  purchasable  upon the exercise of the
Warrants  shall  be  changed  to the number determined by dividing (i) an amount
equal  to  the  number  of  Shares  issuable  upon  the exercise of the Warrants
immediately prior to such adjustment, multiplied by the Exercise Price in effect
immediately  prior  to  such  adjustment,  by  (ii) the Exercise Price in effect
immediately  after  such  adjustment.

     (b)     Reclassification,  Etc.  In  case there occurs any reclassification
or  change  of  the outstanding securities of PhotoLoft or any reorganization of
PhotoLoft  (or any other corporation the stock or securities of which are at the
time  receivable  upon  the  exercise  of the Warrants) or any similar corporate
reorganization  on  or  after the date hereof, then and in each such case BUYER,
upon  the  exercise  hereof  at  any  time  after  the  consummation  of  such
reclassification,  change,  or  reorganization  shall be entitled to receive, in
lieu  of the stock or other securities and property receivable upon the exercise
hereof  prior to such consummation, the stock or other securities or property to
which  BUYER  would  have  been  entitled  upon  such  consummation if BUYER had
exercised  the  Warrants  immediately  prior  thereto,  all  subject  to further
adjustment  pursuant  to  the  provisions  of  this  Section.

     (c)     Adjustment Certificate.  When any adjustment is required to be made
in  the  Shares  or the Exercise Price pursuant to this Section, PhotoLoft shall
promptly  mail to BUYER a certificate setting forth (i) a brief statement of the
facts  requiring  such adjustment, (ii) the Exercise Price after such adjustment
and  (iii)  the  kind  and  amount of stock or other securities or property into
which  the  Warrants  shall  be  exercisable  after  such  adjustment.

6.   Reservation  of  Shares.  PhotoLoft  shall  at  all  times  keep reserved a
     -----------------------
sufficient  number  of  authorized  shares  of  Common  Stock to provide for the
exercise  of  the  Warrants  in  full.

7.   Transferability.  The  Warrants  issued  hereunder  and  any and all Shares
     ---------------
issued  upon  exercise  of  the  Warrants  shall be transferable on the books of
PhotoLoft  by the holder hereof in person or by duly authorized attorney subject
to  any restrictions imposed by applicable federal or state securities laws.  It
shall be a further condition to any transfer of the Warrants that the transferor
(if  any  portion of the Warrants are retained) and the transferee shall receive
and  accept new Warrants, of like tenor and date, executed by PhotoLoft, for the
portion  so  transferred  and for any portion retained, and shall surrender this
Agreement  executed.

8.   Voting.   Nothing  contained  in  this  Agreement  shall  be  construed  as
     ------
conferring upon BUYER the right to vote or to receive dividends or to consent or
receive  notice  as  a shareholder in respect to any meeting of shareholders for
the  election  of  directors of PhotoLoft or for any other purpose not specified
herein.


                                        3
<PAGE>
9.   Miscellaneous.
     -------------

     (a)     Amendment.  This  Agreement  may  be  amended  by written agreement
between  PhotoLoft  and  BUYER.

     (b)     Notice.  Any  notice, demand or request required or permitted to be
given under this Agreement will be in writing and will be deemed sufficient when
delivered  personally  or sent by telegram or forty-eight (48) hours after being
deposited  in  the  U.S.  mail,  as  certified  or  registered  mail,  or with a
commercial  courier  service,  with  postage  prepaid,  and  addressed,  if  to
PhotoLoft,  at  its principal place of business, attention the President, and if
to  BUYER,  at  BUYER's  address  as  shown  on  the stock records of PhotoLoft.

     (c)     Further  Assurances.     Both  parties  agree  to  execute  any
additional  documents  and  take  any further actions necessary to carry out the
purposes  of  this  Agreement.

     (d)     Severability.  If  any  provision  of this Agreement is held by any
court  of  competent  jurisdiction  to  be  illegal, unenforceable or void, such
provision  will  be  enforced  to  the  greatest  extent  possible and all other
provisions  of  this  Agreement  will  continue  in  full  force  and  effect.

     (e)     Governing  Law.  This Agreement will be interpreted and enforced in
accordance  with  California  law as applied to agreements made and performed in
California.

     (f)     Survival.  The representations and warranties of the parties hereto
set  forth  in  this Agreement shall survive the closing and consummation of the
transactions  contemplated  hereby for a period of three (3) years from the date
hereof.

     (g)     Entire  Agreement;  Successors and Assigns.  This Agreement and the
documents  and  instruments  attached  hereto  constitute  the  entire agreement
between BUYER and PhotoLoft relative to the subject matter hereof.  Any previous
agreements between the parties are superseded by this Agreement.  Subject to any
exceptions specifically set forth in this Agreement, the terms and conditions of
this  Agreement shall inure to the benefit of and be binding upon the respective
executors,  administrators,  heirs,  successors  and  assigns  of  the  parties.

     (h)     Counterparts.  This  Agreement  may  be  executed  in  two  or more
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     (i)     Headings.  The  headings  of the Sections of this Agreement are for
convenience  and  shall  not  by themselves determine the interpretation of this
Agreement.

     (j)     Attorney Fees.     If any action is brought to interpret or enforce
the  terms  of  this  Agreement,  the  prevailing  party in such action shall be
entitled  to  recover  its  attorneys fees and costs incurred in connection with
such  action.


                                        4
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
signed and delivered by their duly authorized officers as of  December ___, 1999
(the  "Effective  Date").

PHOTOLOFT:                         PHOTOLOFT.COM,  INC.

                                   By:_______________________

                                   Its:______________________

BUYER:                             /s/  Barbara  Marshall
                                   ----------------------
                                   Barbara  Marshall


                                        5
<PAGE>
                                     WARRANT

                               NOTICE OF EXERCISE
                               ------------------

To:     PhotoLoft.com,  Inc.

     (1)     _______________  ("BUYER") hereby elects to purchase ______________
shares  of  Common  Stock  of  PhotoLoft.com, Inc. ("PhotoLoft") pursuant to the
terms  of  the Warrant Agreement dated December ___, 1999, and executed by BUYER
and  PhotoLoft,  and  tenders  herewith  payment  of the purchase price in full,
together  with  all  applicable  transfer  taxes,  if  any.

     (2)     Please issue a certificate or certificates representing said shares
in  the  name  of  BUYER.

BUYER:                                     _______________________________


<PAGE>



EXHIBIT  10.39
                             SUBSCRIPTION AGREEMENT
                             BY PHOTOLOFT.COM, INC.

1.   SUBSCRIPTION.  The  undersigned,  Lisa  Marshall  and  Don  J  Welsh  (the
"Subscriber") hereby irrevocably subscribes for ONE HUNDRED SIXTY THREE THOUSAND
TWO HUNDRED SEVENTEEN and 00/100 (163,217) shares of Common Stock ("Sh-ares") of
PhotoLoft.com, Inc., a California cor-pora-tion (the "Com-pany"), at a price per
Share  of $1.5317 and for a total price of TWO HUNDRED FITY THOUSAND DOLLARS and
00/100  ($250,000.00).  This sub-scri-p-tion may be rejected in whole or in part
by  the  Company.

2.   REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS  BY  THE  SUBSCRIBER.  The
Subscriber  represents,  warrants  and  agrees  that:

     (a)     The Subscriber has received and carefully reviewed from the Company
all  material  documents  necessary  to  make  an  informed  investment decision
including  but not limited to the Company's Form 10-SB and understands the risks
associated  with  this  investment;

     (b)     All  of the information provided by the Sub-scriber in the Investor
                                                                        --------
Questionnaire  for  Individual Investors, attached hereto as Exhibit A, given to
- ----------------------------------------                     ---------
the  Company  or  its agents prior to the date hereof regarding the Subscriber's
ability to bear the risks of this investment and the Subscriber's sophistication
and experience as an investor, is true and correct as of the date this Agreement
is tendered to the Company.  The Subscriber shall promptly notify the Company in
writing  if any change in such information occurs after such tender and prior to
acceptance  hereof  by  the  Company;

     (c)     Subscriber  is advised that no federal or state agency has made any
recommendation  or  endorsement  of  the  Shares;

     (d)     The  Subscriber has a preexisting personal or business relationship
with  the  Company  or  with  any  of  its  offi-cers, directors, or controlling
persons,  or  by reason of the Subscriber's business or financial experience (or
the  business  or  financial  experience  of  his/her  authorized  investment
representative  who  is  unaffiliated  with  and  who  is not compensated by the
Com-pany  or  any  affiliate  or  selling  agent  of  the  Company,  directly or
indirectly) has the capacity to protect his/her own interests in connection with
this  investment;

     (e)     The  Subscriber  has  not  seen  or  received  any advertisement or
general  solicitation  with  respect  to  the  Shares;

     (f)     The  Subscriber  recognizes that the Company has limited net assets
and  a limited operating history, and that any investment in the Shares involves
a  high  degree  of  risk;

     (g)     The  Subscriber understands that there are substantial restrictions
on  sale,  assignment, transfer or any other disposition of the Shares, and that
the  Subscriber  may  not  be  able  to  liquidate  the Subscriber's investment;


<PAGE>
     (h)     The  Subscriber  is  a  resident  of  the state of Texas and, if an
individual,  is  twenty-one  (21)  years  of  age or over.  For purposes of this
section,  the  Subscrib-er  is  deemed  to  reside in the state where he/she has
his/her  principal  resi-dence at the time of both the offer and the sale of the
Shares;

     (i)     Either  the  Subscriber,  or the Subscriber's authorized investment
representative,  if  any,  has had the oppor-tunity for direct negotiations with
the  Company  with  regard  to  this  sub-scription and to ask questions of, and
receive answers from the representatives of the Company concerning the terms and
conditions  of  the  offering  and the Company, and has received all information
requested  by  the  Sub-scriber  regarding  the  offering,  the  Company and its
existing  and  planned  opera-tions  and  manage-ment;

     (j)     The  Shares  are  being purchased by the Sub-scriber and not by any
other  person,  with  the  Subscriber's  own funds and not with the funds of any
other  person  and for the Subscriber's own account, and not as a nominee, agent
or other-wise for the account of any other person (except for its princi-pal, in
the  case  of  an au-thorized investment representative).  On acceptance of this
Agre-ement,  no other person will have any interest, beneficial or otherwise, in
the  Shares.  The  Subscriber is not obligated to transfer all or any portion of
the  Shares  to  any  other person nor does the Subscriber have any agreement or
understanding to do so.  The Subscriber is purchas-ing the Shares for investment
for  an indefinite period and not with a view to the sale or distribution of any
part  or  all  there-of  by  public  or  private sale or other disposition.  The
Subscrib-er  has  no  inten-tion of selling, grant-ing any participa-tion in, or
otherwise  distributing  or  disposing  of  the Shares.  The Subscriber does not
intend  to  subdi-vide  the Subscriber's purchase of the Shares with any person;

     (k)     The  Subscriber  has  been  advised  that  the  Shares  issued  in
connec-tion with this offering have not been regis-tered with the Securities and
Exchange  Commission  under  the  Securities Act of 1933, as amended (the "Act);

     (l)     Subscriber  acknowledges  that,  either  directly  or  with  the
assistance  of  his/her  Purchaser  Representative,  if any, Subscriber has such
knowledge  and  experience in financial and business matters to make an informed
investment  decision based upon the information furnished to Subscriber and such
addi-tional  information  as Subscriber may have requested and received from the
Company  and  the  independent  inquiries  and  investigations  undertaken  by
Subscriber;

     (m)     The Company reserves the right to reject this subscription in whole
or  in  part.

3.   REPRESENTATIONS  AND  WARRANTIES  BY  THE  COMPANY.  The Company represents
and  warrants  that it has full legal and equitable title to the Shares, and has
not  in  whole  or  in  part  assigned,  pledged,  sold,  conveyed or other-wise
transferred  to  any  third  party  any  rights  in  such  Shares.


                                        2
<PAGE>
4.   PAYMENT OF SUBSCRIPTION.  The amount  of the  Sub-scriber's subscription is
set  forth above and the undersigned encloses payment of such amount herewith in
United States dollars by cash, check or money order payable to the Company.  The
Sub-scriber  recognizes  that  if the Subscriber's sub-scription is re-jected in
whole  or  in part, the funds delivered to the Com-pany for the rejected portion
of the subscription will be returned to the Subscriber by the Company as soon as
practica-ble  without  interest.

5.   APPLICATION  TO  FIDUCIARIES.  If  the  Subscriber is purchasing the Shares
in  a fiduciary capacity, the representa-tions, warranties and agreements of the
Subscriber  herein  shall be deemed to have been made on behalf of the person(s)
for whom the Subscriber is so purchasing, except that such person(s) need not be
over  twenty-one  (21)  years  of  age.

6.   CHANGES.  The  Subscriber  agrees  to notify the Company immediately if any
of  the  representations  and  warranties  made  by the Subscriber herein become
untrue.

7.   REGISTRATION  ON  COMPANY'S  RECORDS.  The  Sub-scriber's  Shares  will  be
owned  and  should  be  shown  on  the  Com-pany's  records  as set forth on the
signature  line  below.

8.   ENTIRE AGREEMENT.  This  Agreement  constitutes the entire agreement of the
parties  hereto  with  re-spect to the mat-ters set forth herein, and supersedes
all  prior  agreements,  nego-tiations,  or  discussions  with  respect  to such
matters.  No prior or concurrent representations or promises of any party hereto
or  any  of their respective agents or representa-tives shall consti-tute a part
of this Agreement, unless expressly so stated herein.  This Agreement may not be
altered,  modified,  amended,  changed, rescinded, or discharged, in whole or in
part,  except  by  a  writ-ing  executed  by  the  parties.

9.   COVENANTS AND CONDITIONS.  Should  any  covenant or other provision of this
Agreement  be  held by a court of competent jurisdiction to be invalid, illegal,
or  unenforceable  by  reason  of  a  rule  of  law  or public policy, all other
conditions  and  pro-visions of this Agreement shall nevertheless remain in full
force  and  effect.  No  covenant  or provision hereof shall be deemed dependent
upon  any  other  covenant  or  provision  unless  so  expressly  stated herein.

10.   CALIFORNIA  LAW  TO GOVERN.  This  Agreement  shall be deemed entered into
in  the  State  of California, and shall be governed and construed in accordance
with  the  internal laws of the State of California applicable to contracts made
and  to  be  performed  in  the  State  of  California.

11.   NOTICES.  All  notices  and  demands  of  every  kind  shall be personally
delivered  or  sent by first class mail to the parties at their addresses stated
below.  Any  such  notice  or  demand  shall  be  effective  and deemed received
immediately  upon personal service or three (3) days after deposit in the United
States  mail, as the case may be.  Any party hereto may re-desig-nate an address
for  notices  or  demands in writing, delivered or mailed in accordance with the
terms  hereof.


                                        3
<PAGE>
12.   SECTION  HEADINGS.  The  section  headings  in  this  Agreement  are  for
convenience  of  reference  only,  and shall not in any way limit or amplify the
terms and provisions hereof, or enter into the interpretation of this Agreement.

13.   COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each  of  which  shall  be  deemed  an  original but all of which
together  shall  constitute  one  and  the same instrument, and, in making proof
hereof,  it  shall not be necessary to produce or account for more than one such
counter-part.

14.   INTERPRETATION.  As  used  in  this  Agreement, the masculine, feminine or
neuter  gender,  and  the  singular  or  plural  number, shall each be deemed to
include  the  others  whenever  the  context  so  indicates.

15.   MISCELLANEOUS.  This  Agreement  shall  inure  to  the  benefit  of and be
binding  upon  the  heir and personal representa-tives of the Subscriber and the
successors  and  assigns  of  the  Company,  subject  to  the  restrictions upon
assignment  set  forth  herein.  Time  is  agreed  to  be  of  the  essence.

     IN  WITNESS  WHEREOF, the Subscriber has duly executed this Agreement as of
the  ___ day of ______________, 1999, and rendered this Agreement to the Company
this  day  of,  1999.

                              /s/  Lisa  Marshall
                              -------------------
                              /s/  Don  J.  Welsh
                              -------------------
                              Authorized  Signature  of  Subscriber


                                        4
<PAGE>

/_/  Individual  Ownership                      ________________________________
                                                Subscriber's  Social  Security
                                                or  Federal  Tax  Identification
                                                Number(s)

/_/  Joint  Tenants  with
     Right  of  Survivorship                    ________________________________
                                                Subscriber's  Home  Telephone
                                                Number  and  Area  Code
/_/  Tenants  in  Common
     (both  parties  must
     sign)

/_/  Community  Property
     (both  signatures
     required)

/_/  General  Partnership
     (Managing  Partner  must
     sign;  if  no  Managing
     Partner,  all  partners
     must  sign)

/_/  Corporation
     (authorized  officer
     must  sign)

/_/  Trust
     (Authorized  trustee(s)  must  sign)

Cash,  check  or  money  order  enclosed:  $______________

ACCEPTED:                              PHOTOLOFT,  INC.:

Dated:_____________,  1999             By:  /s/  Jack  Marshall

Address  for  Notices:                 Its:  Jack  Marshall,  President

____________________________


                                        5
<PAGE>



EXHIBIT  10.40
                                WARRANT AGREEMENT

                           TO PURCHASE COMMON STOCK OF

                               PHOTOLOFT.COM, INC.

THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933,  AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE
AND  ARE  BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  THE SECURITIES ARE SUBJECT TO
RESTRICTIONS  ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT  AS  PERMITTED  UNDER  THE  SECURITIES  ACT  AND  SUCH  LAWS  PURSUANT TO
REGISTRATION  OR  AN  EXEMPTION  THEREFROM.

     This  Warrant  Agreement (the "Agreement") is entered into this ____ day of
December,  1999,  by  and  between  PhotoLoft.com,  Inc.  ("PhotoLoft") and Lisa
Marshall  and Donald J Welsh ("BUYER"). For good and valuable consideration, the
receipt  and  sufficiency  of which is hereby acknowledged, the parties agree as
follows:

1.   Issuance  of  Warrants.  PhotoLoft,  subject  to  the  terms and conditions
     ----------------------
hereinafter  set  forth,  hereby  issues  to  BUYER warrants (the "Warrants") to
purchase  THIRTY  THREE THOUSAND  (33,000) shares of PhotoLoft common stock (the
"Shares").  The  exercise  price  of  the Shares shall be $1.5317 per share (the
"Exercise  Price")  subject to adjustment in accordance with Paragraph 5 of this
Agreement.

2.   Term.  The Warrants may be exercised  at  any time after the Effective Date
     ----
set  forth  on the signature page hereof and before the expiration of sixty (60)
months  from  the  Effective  Date.

3.   Exercise.
     --------

     (a)     BUYER shall exercise the Warrants granted hereunder, in whole or in
part,  by  delivering  to PhotoLoft at the office of PhotoLoft, or at such other
address  as  PhotoLoft  may designate by notice in writing to the holder hereof,
the  Notice  of Exercise attached hereto as Exhibit A and incorporated herein by
                                            ---------
reference  and  a certified check or wire transfer in lawful money of the United
States  for  the  Exercise Price for the entire amount of the number of Warrants
being  exercised

     (b)     Upon  delivery  of  all  of the items set forth in (a) above, BUYER
shall  be  entitled  to  receive  a certificate or certificates representing the
Shares.  Such  Shares  shall  be  validly issued, fully paid and non-assessable.


                                        1
<PAGE>
     (c)     Warrants  shall  be deemed to have been exercised immediately prior
to  the close of business on the day of such delivery, and BUYER shall be deemed
the  holder  of  record  of the Shares issuable upon such exercise at such time.

     (d)     Upon  any  partial  exercise  of  the  Warrants,  at the request of
PhotoLoft,  this  Agreement  shall be surrendered and a new Agreement evidencing
the  right  to  purchase  the  number of Shares not purchased upon such exercise
shall  be  issued  to  BUYER.

4.   Representations  and  Warranties  of  BUYER.  BUYER  hereby  represents and
     -------------------------------------------
warrants  to  PhotoLoft  as  follows:

     (a)     Sophistication.  BUYER  has  (i) a preexisting personal or business
relationship  with  PhotoLoft  or  one  or  more  of its officers, directors, or
control  persons; or (ii) by reason of BUYER's business or financial experience,
or  by  reason  of  the business or financial experience or of BUYER's financial
advisor  who  is  unaffiliated  with  and  who  is  not compensated, directly or
indirectly,  by  PhotoLoft or any affiliate or selling agent of PhotoLoft, BUYER
is  capable  of  evaluating  the  risks  and  merits  of  this investment and of
protecting  BUYER's  own  interests  in  connection  with  this  investment.

     (b)     Accredited  Investor.     BUYER is an "accredited investor" as such
term  is  defined  under  Regulation D of the Securities Act of 1933, as amended
(the  "Securities  Act").

     (c)     Investment  Intent.  BUYER  is  purchasing  the  Warrants, and will
purchase  the  Shares  solely  for her own account for investment.  BUYER has no
present  intention  to  resell  or  distribute the Warrants or the Shares or any
portion  thereof.  The  entire  legal and beneficial interest of the Warrants is
being  purchased,  and  will  be  held, for BUYER's account only, and neither in
whole  or  in  part  for  any  other  person.

     (d)     Information  Concerning  Company.  BUYER  is  aware of the business
affairs  and  financial  condition  of  PhotoLoft  and  has  acquired sufficient
information  about  PhotoLoft  to make an informed and knowledgeable decision to
purchase  the  Warrants  and  the  Shares.

     (e)     Economic  Risk.  BUYER  realizes  that the purchase of the Warrants
and  the  Shares  will  be  a  highly speculative investment and involves a high
degree  of  risk.  BUYER  is able, without impairing its financial condition, to
hold  the  Warrants  and/or  the  Shares for an indefinite period of time and to
suffer  a  complete  loss  of  its  investment.

5.   Anti-dilution  Adjustments.  The  Warrants  granted  hereunder  and  the
     --------------------------
Exercise Price thereof shall be subject to adjustment from time to time upon the
happening  of  certain  events  as  set  forth  below.


                                        2
<PAGE>
     (a)     Stock  Splits  and  Dividends.  If  outstanding shares of PhotoLoft
Common  Stock  shall be subdivided into a greater number of shares or a dividend
in  Common Stock shall be paid in respect of Common Stock, the Exercise Price in
effect  immediately  prior  to  such  subdivision  or at the record date of such
dividend  shall  simultaneously  with  the  effectiveness of such subdivision or
immediately  after  the record date of such dividend be proportionately reduced.
If outstanding shares of Common Stock shall be combined into a smaller number of
shares,  the  Exercise  Price  in  effect  immediately prior to such combination
shall,  simultaneously  with  the  effectiveness  of  such  combination,  be
proportionately  increased.  When  any  adjustment is required to be made in the
Exercise  Price,  the  number  of  Shares  purchasable  upon the exercise of the
Warrants  shall  be  changed  to the number determined by dividing (i) an amount
equal  to  the  number  of  Shares  issuable  upon  the exercise of the Warrants
immediately prior to such adjustment, multiplied by the Exercise Price in effect
immediately  prior  to  such  adjustment,  by  (ii) the Exercise Price in effect
immediately  after  such  adjustment.

     (b)     Reclassification,  Etc.  In  case there occurs any reclassification
or  change  of  the outstanding securities of PhotoLoft or any reorganization of
PhotoLoft  (or any other corporation the stock or securities of which are at the
time  receivable  upon  the  exercise  of the Warrants) or any similar corporate
reorganization  on  or  after the date hereof, then and in each such case BUYER,
upon  the  exercise  hereof  at  any  time  after  the  consummation  of  such
reclassification,  change,  or  reorganization  shall be entitled to receive, in
lieu  of the stock or other securities and property receivable upon the exercise
hereof  prior to such consummation, the stock or other securities or property to
which  BUYER  would  have  been  entitled  upon  such  consummation if BUYER had
exercised  the  Warrants  immediately  prior  thereto,  all  subject  to further
adjustment  pursuant  to  the  provisions  of  this  Section.

     (c)     Adjustment Certificate.  When any adjustment is required to be made
in  the  Shares  or the Exercise Price pursuant to this Section, PhotoLoft shall
promptly  mail to BUYER a certificate setting forth (i) a brief statement of the
facts  requiring  such adjustment, (ii) the Exercise Price after such adjustment
and  (iii)  the  kind  and  amount of stock or other securities or property into
which  the  Warrants  shall  be  exercisable  after  such  adjustment.

6.   Reservation  of  Shares.  PhotoLoft  shall  at  all  times  keep reserved a
     -----------------------
sufficient  number  of  authorized  shares  of  Common  Stock to provide for the
exercise  of  the  Warrants  in  full.

7.   Transferability.  The  Warrants  issued  hereunder  and  any and all Shares
     ---------------
issued  upon  exercise  of  the  Warrants  shall be transferable on the books of
PhotoLoft  by the holder hereof in person or by duly authorized attorney subject
to  any restrictions imposed by applicable federal or state securities laws.  It
shall be a further condition to any transfer of the Warrants that the transferor
(if  any  portion of the Warrants are retained) and the transferee shall receive
and  accept new Warrants, of like tenor and date, executed by PhotoLoft, for the
portion  so  transferred  and for any portion retained, and shall surrender this
Agreement  executed.

8.   Voting.   Nothing  contained  in  this  Agreement  shall  be  construed  as
     ------
conferring upon BUYER the right to vote or to receive dividends or to consent or
receive  notice  as  a shareholder in respect to any meeting of shareholders for
the  election  of  directors of PhotoLoft or for any other purpose not specified
herein.


                                        3
<PAGE>
9.   Miscellaneous.
     -------------

     (a)     Amendment.  This  Agreement  may  be  amended  by written agreement
between  PhotoLoft  and  BUYER.

     (b)     Notice.  Any  notice, demand or request required or permitted to be
given under this Agreement will be in writing and will be deemed sufficient when
delivered  personally  or sent by telegram or forty-eight (48) hours after being
deposited  in  the  U.S.  mail,  as  certified  or  registered  mail,  or with a
commercial  courier  service,  with  postage  prepaid,  and  addressed,  if  to
PhotoLoft,  at  its principal place of business, attention the President, and if
to  BUYER,  at  BUYER's  address  as  shown  on  the stock records of PhotoLoft.

     (c)     Further  Assurances.     Both  parties  agree  to  execute  any
additional  documents  and  take  any further actions necessary to carry out the
purposes  of  this  Agreement.

     (d)     Severability.  If  any  provision  of this Agreement is held by any
court  of  competent  jurisdiction  to  be  illegal, unenforceable or void, such
provision  will  be  enforced  to  the  greatest  extent  possible and all other
provisions  of  this  Agreement  will  continue  in  full  force  and  effect.

     (e)     Governing  Law.  This Agreement will be interpreted and enforced in
accordance  with  California  law as applied to agreements made and performed in
California.

     (f)     Survival.  The representations and warranties of the parties hereto
set  forth  in  this Agreement shall survive the closing and consummation of the
transactions  contemplated  hereby for a period of three (3) years from the date
hereof.

     (g)     Entire  Agreement;  Successors and Assigns.  This Agreement and the
documents  and  instruments  attached  hereto  constitute  the  entire agreement
between BUYER and PhotoLoft relative to the subject matter hereof.  Any previous
agreements between the parties are superseded by this Agreement.  Subject to any
exceptions specifically set forth in this Agreement, the terms and conditions of
this  Agreement shall inure to the benefit of and be binding upon the respective
executors,  administrators,  heirs,  successors  and  assigns  of  the  parties.

     (h)     Counterparts.  This  Agreement  may  be  executed  in  two  or more
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     (i)     Headings.  The  headings  of the Sections of this Agreement are for
convenience  and  shall  not  by themselves determine the interpretation of this
Agreement.

     (j)     Attorney Fees.     If any action is brought to interpret or enforce
the  terms  of  this  Agreement,  the  prevailing  party in such action shall be
entitled  to  recover  its  attorneys fees and costs incurred in connection with
such  action.


                                        4
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
signed and delivered by their duly authorized officers as of  December ___, 1999
(the  "Effective  Date").


PHOTOLOFT:                         PHOTOLOFT.COM,  INC.


                                   By:  /s/  Jack  Marshall
                                   -------------------

                                   Its:  Jack  Marshall,  President


BUYER:                             /s/  Donald  J  Welsh
                                   ---------------------
                                   Donald  J  Welsh

                                   /s/  Lisa  Marshall
                                   -------------------
                                   Lisa  Marshall


                                        5
<PAGE>
                                     WARRANT

                               NOTICE OF EXERCISE
                               ------------------

To:     PhotoLoft.com,  Inc.

     (1)     Lisa  Marshall  and  Donald  J  Welsh  ("BUYER")  hereby  elects to
purchase  ______________  shares  of  Common  Stock  of  PhotoLoft.com,  Inc.
("PhotoLoft") pursuant to the terms of the Warrant Agreement dated December ___,
1999,  and  executed by BUYER and PhotoLoft, and tenders herewith payment of the
purchase  price  in  full,  together with all applicable transfer taxes, if any.

     (2)     Please issue a certificate or certificates representing said shares
in  the  name  of  BUYER.


BUYER:                              ________________________
                                   Lisa  Marshall

                                   ________________________
                                   Donald  J  Welsh


<PAGE>



EXHIBIT  10.41
                             STOCK OPTION AGREEMENT


     This  Stock  Option  Agreement  (the  "Agreement"),  by  and  between
Photoloft.com,  a  Nevada  corporation  (the  "Company"),  and  Lisa  Marshall
("Optionee"),  is  made  effective  as  of  this  6th  day  of  December,  1999.

                                    RECITALS

     WHEREAS,  the  Company  desires  to  issue  stock  options  to Optionee and
Optionee  desires  to  accept such stock options on the terms and conditions set
forth  below.

     NOW  THEREFORE,  for  good  and  valuable  consideration,  the  receipt and
adequacy  of  which  are  hereby  acknowledged,  the  parties  agree as follows:

                                    AGREEMENT

     1.     Grant  of  Options.  The Company hereby grants to the Optionee, as a
            ------------------
separate  incentive  and  not  in lieu of any fees or other compensation for her
services,  options  ("the  Options")  to  purchase,  on the terms and conditions
hereinafter  set  forth,  all  or any part of an aggregate of TWO HUNDRED EIGHTY
EIGHT  THOUSAND  (288,000)  shares  of common stock (the "Shares"). The right to
exercise  the  Options  shall  vest in sixteen (16) equal quarterly installments
from  the  date  hereof.

     2.     Exercise  Price.  The  exercise  price  shall  be $1.50 per share of
            ---------------
common  stock  (the  "Exercise  Price"),  which is not less than the fair market
value of the Shares on the date of grant.  The Exercise Price will be payable in
legal  tender  of  the  United  States,  in  cash.

     3.     Time  of Exercise.  Upon execution of this Agreement, Optionee shall
            -----------------
receive  the  right  to  exercise  the  Options.

     4.     Notice  of  Exercise.  Optionee  may  exercise the Options by giving
            --------------------
written  notice of exercise of the Options sent by certified or registered mail,
return  receipt  requested,  to the Company and sending a check for the Exercise
Price  of  the  Options  exercised.

     5.     Transferability.  The  Options  will  be exercisable for a period of
            ---------------
ten  (10)  years  from  the  date hereof only by Optionee.  The Options shall be
non-transferable.

     6.     Adjustment.  The number and class of shares specified in paragraph 1
            ----------
above,  and the Option Price, are subject to appropriate adjustment in the event
of  certain  changes in the capital structure of the Corporation which alter the
per share value of Common Stock or the rights of holders thereof.  A dissolution
or  liquidation  of  the  Corporation, or a merger or consolidation in which the
Corporation  is  not  the  surviving  corporation, will cause the option granted
hereunder  to  terminate  unless the agreement of merger, consolidation or other
acquisition  otherwise provides.  In the event of such dissolution, liquidation,
merger,  or consolidation, Optionee will have the right for a period of not less
than  sixty (60) days prior to the effective date of such event, to exercise the
option granted hereunder as to all of the shares specified in paragraph 1 above.
Such  right  of  exercise  will  accrue, notwithstanding any limitations in this
option  agreement  as  to  the time Optionee may exercise such option, including
"vesting"  schedules.

     7.     Securities  Laws.  The  issuance  of shares of Common Stock upon the
            ----------------
exercise  of  the  Options  will be subject to compliance by the Company and the
person  exercising  the  Options with all applicable requirements of federal and
state  securities  and  other laws relating thereto.  No person may exercise the
Options  at  any  time  when,  in  the  opinion  of counsel to the Company, such
exercise  is  not  permitted  under applicable federal or state securities laws.
Nothing  herein  will be construed to require the Company to register or qualify
any  securities  under  applicable federal or state securities laws, or take any
action  to  secure an exemption from such registration and qualification for the
issuance  of  any  securities  upon  the  exercise  of  the  Options.


<PAGE>
     8.     Investment  Representations.  In  connection with the receipt of the
            ---------------------------
Options  and  potential  purchase of shares of common stock  Optionee represents
and  warrants  to  the  Company  as  follows:

          a.     Investment  Intent.     Optionee  is  receiving the Options and
may  purchase  the  shares  represented  thereby  solely for her own account for
investment.  Optionee  has  no  present  intention  to  resell or distribute the
Options  of  underlying  shares  or  any  portion  thereof. The entire legal and
beneficial  interest of the Options and any underlying shares purchased, will be
held, for Optionee's account only, and neither in whole or in part for any other
person.

          b.     Information  Concerning  Company.     Optionee  has significant
prior experience and knowledge of the affairs of the Company.  Optionee is aware
of  the  Company's  business and financial condition and has acquired sufficient
information  about  the Company to make an informed and acknowledgeable decision
regarding  the  Options  and  the  potential  purchase  of  the  Shares.

          c.     Economic  Risk.      Optionee realizes that the exercise of the
Options  and  purchase  of  the  underlying  shares will be a highly speculative
investment  and  involve  a  high  degree  of  risk.  Optionee  is able, without
impairing  his  financial  condition,  to  hold  any  shares  purchased  for  an
indefinite  period  of  time  and  to  suffer a complete loss of his investment.

          d.     Restriction on Transfer.  Optionee understands that the Options
and/or  underlying Shares must be held indefinitely unless they are subsequently
registered  under  the  Securities Act or an exemption from such registration is
available.  Optionee  understands  that  the  certificate  evidencing any shares
purchased  will  be  imprinted  with a legend that prohibits the transfer of the
shares  unless  they are registered or unless the Company receives an opinion of
counsel  reasonably  satisfactory  to  the Company that such registration is not
required.

          e.     Sales  Under Rule 144.     Optionee is aware of the adoption of
rule  144  by  the  Securities  and  Exchange  Commission  (the  "Commission")
promulgated  under  the  Securities  Act, which permits limited public resale of
securities  acquired  in  a  non-public  offering subject to the satisfaction of
certain  conditions,  including  among  other  things:  (i)  the availability of
certain  current public information about the Company, (ii) the resale occurring
not  less  than  two  years  after  the  party  has  purchased  and paid for the
securities  to  be  sold,  (iii)  the  sale  being  made  through a broker in an
unsolicited  "broker's  transaction"  or in transactions directly with a "market
maker," and (iv) the amount of securities sold during any three-month period not
exceeding  specified limitations (generally 1% of the total shares outstanding).

          f.     Limitation on Rule 144 Sales.     Optionee further acknowledges
and  understands  that the Company is not now and at the time she wishes to sell
the  any  purchased  shares may not be satisfying the current public information
requirement  of  Rule  144,  and, in such case, Optionee could be precluded from
selling  any  shares  purchased as a result of the exercise of the Options under
Rule  144  even  if  the  one-year  minimum  holding  period has been satisfied.

          g.     Sales  Not  Under Rule 144. Optionee further acknowledges that,
if  all of the requirements of Rule 144 are not met, then registration under the
Securities  Act,  compliance  with  Regulation  A,  or  some  other registration
exemption  will  be  required; and that, although Rule 144 is not exclusive, the
staff  of the Commission has expressed its opinion (i) that persons proposing to
sell  private placement securities other than in a registered offering and other
than  pursuant  to  Rule  144  will  have  a  substantial  burden  of  proof  in
establishing that an exemption from registration is available for such offers or
sales,  and  (ii)  that  such  persons  and  the  brokers who participate in the
transactions  do  so  at  their  own  risk.


<PAGE>
     10.     Legends,  California  Securities  Law.
             -------------------------------------

          a.     The  certificate  or  certificates  representing  any  shares
purchased  as  a  result  of the exercise of the Options will bear the following
legends  (as  well  as  any  legends required by applicable California and other
state  corporate  and  securities  laws):

               (i)     THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE HAVE BEEN
                       ACQUIRED  FOR  INVESTMENT  AND  NOT WITH A VIEW TO, OR IN
                       CONNECTION  WITH,  THE  SALE  OR DISTRIBUTION THEREOF. NO
                       SUCH  SALE  OR  DISPOSITION  MAY  BY  EFFECTED WITHOUT AN
                       EFFECTIVE  REGISTRATION  STATEMENT  RELATED THERETO OR AN
                       OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION
                       IS  NOT  REQUIRED  UNDER  THE  SECURITIES  ACT  OF  1933.

          b.     The Options and underlying shares which are the subject of this
Agreement  have  not been qualified with the Commissioner of Corporations of the
State  of  California,  and  the  issuance  of such securities or the payment or
receipt of any part of the consideration therefor prior to such qualification is
unlawful,  unless  the sale of securities is exempt from the qualification by an
applicable section of the California Corporations Code, including Section 25100,
25102  or  25105.  The  rights  of  all  parties to this Agreement are expressly
conditioned  upon  such  qualification  being  obtained,  unless  the sale is so
exempt.

     11     No  Rights as Shareholder.  Neither Optionee nor any person claiming
            -------------------------
under or through Optionee will be, or have any of the rights or privileges of, a
shareholder  of  the  Company  in respect of any of the Shares issuable upon the
exercise  of  the  Options, unless and until any of the Options are properly and
lawfully  exercised.

     12.     Notices.  Any  notice to be given to the Company under the terms of
             -------
this  Agreement  will  be addressed to the Company, in care of its Secretary, at
its  executive  offices,  or  at such other address as the Company may hereafter
designate in writing.  Any notice to be given to Optionee will be in writing and
delivered  or  mailed by registered or certified mail, return receipt requested,
postage  prepaid,  addressed  to  Optionee  at  the  address  set  forth beneath
Optionee's  signature  in  writing.  Any such notice will be deemed to have been
duly given where deposited in a United States post office in compliance with the
foregoing.

     13.     Successor.  Subject to the limitation on the transferability of the
             ---------
Options  contained  herein, this Agreement will be binding upon and inure to the
benefit  of  the  heirs,  legal  representatives,  successors and assigns of the
parties  hereto.

     14.     Attorney's  Fees.  In the event that any legal action is brought to
             ----------------
enforce  or  interpret any part of this Agreement, the prevailing party shall be
entitled  to recover reasonable attorney's fees and other costs incurred in that
action,  in  addition  to  any other relief to which that party may be entitled.

     15.     Governing  Law.  This Agreement shall in all respects be construed,
             --------------
interpreted,  and  enforced  in accordance with, and governed by the laws of the
State  of  California.

     16.     Severability.  If  any term or provision of this Agreement shall be
             ------------
held  invalid  or  unenforceable  to any extent, the remainder of this Agreement
shall  not be affected and each other term and provision of this Agreement shall
be  valid  to  the  fullest  extent  permitted  by  law.

     17.     Counterparts.  This Agreement may be executed in counterparts, each
             ------------
of which shall constitute an original and all of which shall be one and the same
instrument.

     18.     Modification.  Any  amendment,  change  or  modification  of  this
             ------------
Agreement  shall be effective only if it is in writing and signed by the parties
hereto.

     19.     Waiver.  The  failure  of  either  party  to  insist  upon  strict
             ------
compliance  with  any of the terms, covenants or conditions of this Agreement by
the  other  party  shall  not  be  deemed  a  waiver  of  that term, covenant or
condition,  nor  shall any waiver or relinquishment of any right or power at any
one  time be deemed a waiver or relinquishment of that right or power for all or
any  other  time.


<PAGE>
     IN  WITNESS WHEREOF, the parties have executed this Agreement as of the day
and  year  first  written  above.


COMPANY:                         PHOTOLOFT.COM

                              By: /s/ Jack Marshall
                              ------------------------
                              Jack Marshall, President


OPTIONEE:                     /s/Lisa Marshall
                              ----------------
                              Lisa Marshall

                              Address: ___________________________
                                       ___________________________


<PAGE>



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