Brightcube 10K/A 2002 Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

[ X ]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The fiscal year ended December 31, 2002

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

For The Transition Period from __________ To _________

Commission file number: 0-266932

BRIGHTCUBE, INC.

(Exact name of registrant as specified in its charter)

Nevada		87-0431036
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

525 Inner Circle, The Villages, Florida		32162
(Address of principal executive offices)		(zip code)

(321) 229-5444

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(g) of The Act:

Common Stock par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [ X ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [ X ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer [ ]			Accelerated filer [ ]

	Non-accelerated filer [ ]			Smaller reporting company [ X ]

Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of December 31, 2009 there were 88,043,662 shares of the Registrant's Common Stock, $0.001 par value per share, outstanding.

The approximate aggregate market value of the outstanding voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common stock was last traded as of the last business day of the Registrant's then most recently completed fiscal quarter was $8,800.

DOCUMENTS INCORPORATED BY REFERENCE

None

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A for the year ended December 31, 2002 of Brightcube, Inc. ("we," "us," “our,” or the “Company”) is being filed to amend the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2002, as initially filed with the Securities and Exchange Commission (SEC) on April 13, 2010 (Original Filing), to delete the use of our predecessor auditor’s opinion on the financial statements of Brightcube, Inc. for the period ended December 31, 2001 that was improperly included in our 2002 10-KSB and to remove inadvertently included language referencing the financial statements of an inactive registrant.

The 2001 audit opinion of BDO Seidman (BDO), our predecessor auditor, issued February 22, 2002 should not have been included in our 2002 10-KSB because BDO was not informed or consulted regarding the preparation and filing of our 2002 annual report. BDO did not perform any due diligence with respect to the 2002 annual report, and furthermore BDO did not provide the required authorization to the inclusion of their 2001opinion in our filing.

On April 23, 2010, BDO respectfully requested that Brightcube withdraw or amend our 2002 annual report. Therefore, Brightcube, Inc. is filing this Amendment No. 1 to the Company’s 2002 10-KSB in order to delete the 2001 BDO report.

We are also deleting language that references to FINANCIAL STATEMENTS OF INACTIVE REGISTRANT that was inadvertently included in the Original Filing.

Except as expressly set forth in this Amendment No. 1, we are not amending any other part of the Original Filing. Amendment No. 1 should be read in conjunction with the Original Filing and with our other filings made with the SEC subsequent to the filing of the Original Filing. The filing of this Amendment No. 1 shall not be deemed an admission that the Original Filing when made included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new currently dated certifications by our principal executive officer and principal financial officer are filed as exhibits 31.1 and 32.1 to this Form 10-K/A.

EXHIBIT NUMBER		DESCRIPTION

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Sarbanes-Oxley Section 302

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Sarbanes-Oxley Section 906

Item 7.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firms	4

Balance Sheets as of December 31, 2002 and 2001	5

Statements of Operations for years ended December 31, 2002 and 2001	6

Statements of Cash Flows for years ended December 31, 2002 and 2001	7

Statements of Stockholders' Equity for the period ended December 31, 2002	8

Notes to Consolidated Financial Statements	9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Michael F. Cronin

Certified Public Accountant

Orlando, FL 32708

Board of Directors and Shareholders Brightcube, Inc.

The Villages, Florida

I have audited the accompanying consolidated balance sheets of Brightcube, Inc. (successor company) as of December 31 2002 and the related statements of operations, stockholders' equity and cash flows for the year then ended. The financial statements are the responsibility of the directors. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company' s internal control over financial reporting. Accordingly, I express no such opinion. 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. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Brightcube, Inc. (successor company) as of December 31, 2002 and the results of its operations, its cash flows and changes in stockholders' equity for the year then ended in conformity with accounting principles generally accepted in the United States.

Discussed in the notes and effective October 1, 2002, the Company adopted “fresh start accounting” in accordance with the provisions of SOP No. 90-7.

August 10, 2009

/s/ Michael F. Cronin

Michael F. Cronin

Certified Public Accountant

NY, FL

BRIGHTCUBE, Inc.

(successor company)

Balance Sheets

	Successor Company 12/31/02			Predecessor Company 12/31/01

Assets
Current assets:
Cash	$	0		$	237,200
Restricted cash		0		$	345,000
Accounts receivable		0			297,000
Inventory		0			348,400
Prepaid expenses		0			213,700
Total current assets		0			1,441,300

Assets from discontinued operations held for sale:
Equipment, net		0			309,300
Goodwill		0			3,768,000
Other assets		0			45,100

Total Assets	$	0		$	5,563,700

Liabilities and Stockholders' Equity
Current liabilities:
Notes payable	$	0		$	345,000
Accounts payable-trade		0			806,800
Accrued expenses		0			220,700
Deferred revenue		0			63,500
Advances from shareholders		0			620,500
Current portion of long term debt		0			0
Total current liabilities		0			2,056,500

Stockholders' Equity:
Preferred stock		0			0
Common stock - 200,000,000 authorized $0.001 par value
88,043,662 issued & outstanding		88,000			77,600
Additional paid-in capital		0			43,126,800
Accumulated deficit		(88,000	)		(39,697,200	)
Total Stockholders' Equity		0			3,507,200

Total Liabilities & Stockholders' Equity	$	0		$	5,563,700

See Summary of Significant Accounting Policies and Notes to Financial Statements.

BRIGHTCUBE, Inc.

(successor company)

Statement of Operations

	Fiscal Years Ended December 31,
	2002			2001

Revenue	$	0		$	0

Costs & Expenses:
Costs of goods sold		0			0
General & administrative		0			0
Other		0			0
Interest		0			0
Total Costs & Expenses		0			0

Loss from continuing operations before income taxes, extraordinary gain and discontinued operations		0			0

Discontinued operations:
Loss from discontinued operations (net of taxes)		(9,036,600	)		(12,421,400	)
Gain on disposal of assets used in discontinued operations		3,549,700			593,100
Loss from discontinued operations		(5,486,900	)		(11,828,300	)

Net Loss	$	(5,486,900	)	$	(11,828,300	)
Basic and diluted per share amounts:
Continuing operations	$	0.00		$	0.00
Discontinued operations	$	(0.06	)	$	(0.17	)
Basic and diluted net loss	$	(0.06	)	$	(0.17	)

Weighted average shares outstanding (basic & diluted)		85,000,000			70,016,600

See Summary of Significant Accounting Policies and Notes to Financial Statements.

BRIGHTCUBE, Inc.

(successor company)

Statement of Cash Flows

	Fiscal Years Ended December 31,
	2002			2001
Cash flows from operating activities:
Net Loss	$	(5,486,900	)	$	(11,828,300	)
Adjustments required to reconcile net loss
to cash used in operating activities:
Expenses paid by issuance of equity instruments		383,900			1,157,100
Depreciation		0			245,500
Amortization		0			1,368,100
Increase in allowance for doubtful accounts		0			33,400
Loss on disposal of assets		0			7,700
Goodwill impairment		3,768,000			4,711,800
Changes in assets of discontinued operations		3,473,800			(1,397,700	)
Gain from discontinued operations		(3,549,700	)		0
Changes in operating assets & liabilities:
(Increase) decrease in current assets		0			(271,800	)
(Increase) decrease in restricted cash		122,200			(345,000	)
Increase (decrease) in accounts payable & accrued expenses		0			170,900
Cash flows used by operating activities:		(1,288,700	)		(6,148,300	)

Cash flows from investing activities:
Other		0			22,900
Proceeds from sale of discontinued operations		0			1,020,000
Purchase of equipment		(23,400	)		(45,600	)
Cash used in investing activities		(23,400	)		997,300

Cash flows from financing activities:
Proceeds from issuance of common stock		0			1,306,900
Proceeds from exercise of options and warrants		0			50,200
Proceeds from debt borrowings		1,174,700			0
Proceeds from related party borrowings		72,700			588,800
Payments on long term debt		(172,500	)		(345,000	)
Cash generated by financing activities		1,074,900			1,600,900

Change in cash		(237,200	)		(3,550,100	)
Cash-beginning of period		237,200			3,787,300
Cash-end of period	$	0		$	237,200

See Summary of Significant Accounting Policies and Notes to Financial Statements.

Brightcube, Inc.

(successor company)

Statement of Stockholders' Equity

	Common Stock
	Shares		Common Stock		Additional paid-in capital			Deferred Compensation			Accumulated Deficit

Balance at December 31, 2000		66,993,430	$	67,000	$	40,435,900		$	(311,600	)	$	(27,868,900	)
Common stock issued for cash		6,750,000		6,800		1,300,100
Exercise of stock options & warrants		500,500		500		49,700
Fair value of shares and warrants granted as compensation		189,417		100		516,400
Fair value of warrants granted as loan inducement						475,000
Amortization of deferred compensation									311,600
Contingent shares issued for EVG acquisition		3,208,648		3,200		349,700
Net Loss												(11,828,300	)
Balance at December 31, 2001		77,641,995		77,600		43,126,800			0			(39,697,200	)
Fair value of warrants granted as compensation		265,000		300		679,400
Fair value of shares granted as compensation		10,000,000		10,000		1,290,000
Effect of "Fresh Start" accounting		136,667		100		(45,096,200	)					45,096,100
Net Loss												(5,486,900	)
Balance at December 31, 2002		88,043,662		88,000	$	0		$	0		$	(88,000	)

See Summary of Significant Accounting Policies and Notes to Financial Statements.

BRIGHTCUBE, INC.

(successor company)

Background And

Significant Accounting Policies

December 31, 2002

The Company

Brightcube, Inc. (the "Company"), (formerly Photoloft, Inc.), a Nevada corporation, was incorporated on January 23, 1986. Prior to filing for bankruptcy under chapter 7 on September 30, 2002, Brightcube (through its subsidiary Extreme Velocity Group, Inc. (EVG) provided Internet and imaging solutions to the art market.

Bankruptcy Proceedings: On September 30, 2002, the Company filed a voluntary Chapter 7 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Central District of California (case no. LA02-37844SB) As a result of the filing, all of our properties were transferred to a United States Trustee and we terminated all of our business operations. The Bankruptcy Trustee has disposed of all of the assets. On March 19, 2003 this Chapter 7 bankruptcy was closed by the U.S. Bankruptcy Court Central District of California.

Clark County Court, Nevada Proceedings: On December 19, 2005, the Clark County Court, Nevada approved an Order granting the custodianship of the company to Michael F. Manion. The material terms of the transaction confirmed by the Clark County Court generally authorize Mr. Manion to appoint new members to the Registrant's board of directors and to take any and all actions on behalf of the Company permitted by Nevada Statutes Section 78.347.

Basis of Presentation: We adopted "fresh-start" accounting as of October 1, 2002 in accordance with procedures specified by AICPA Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code. The results of the discontinued component have been reclassified from continuing operations. The reclassification reduces sales for December 31, 2001 by $1,489,000 and related expenses by $5,100,000

Significant Accounting Policies

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

Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents.

Property and Equipment: New property and equipment are recorded at cost. Property and equipment included in the bankruptcy proceedings and transferred to the Trustee had been valued at liquidation value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.

Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. O ur primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

Stock Based Compensation: Stock-based awards to non-employees are accounted for using the fair value method in accordance with SFAS No. 123, Accounting for Stock-Based Compensation, and EITF Issue No. 96-18, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services.

We account for stock-based awards to employees using the intrinsic value method in accordance with APB Opinion No. 25 and FIN No. 44. As permitted by SFAS No. 123, as amended by SFAS No. 148, we have chosen to continue to account for our employee stock-based compensation plans under APB Opinion No. 25 and provide the expanded disclosures specified in SFAS No. 123.

Fair Value of Financial Instruments: Statements of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2002. The respective carrying value of certain on-balance sheet financial instruments approximated their fair values.

These financial instruments include cash and cash equivalents, accounts payable and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

Earnings per Common Share: Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of our Preferred Stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented.

There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding in 2002 or 2001.

Income Taxes: The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS 109") which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.

Recent Accounting Pronouncements

In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal Activities." This statement addresses the recognition, measurement, and reporting of costs associated with exit and disposal activities. SFAS No. 146 is applicable to restructuring activities and costs related to terminating a contract that is not a capital lease and one time benefit arrangements received by employees who are involuntarily terminated. SFAS No. 146 supersedes EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." Under SFAS No. 146 the cost associated with an exit or disposal activity is recognized in the periods in which it is incurred rather than at the date the Company committed to the exit plan. This statement is effective for exit or disposal activities initiated after December 31, 2002, with earlier adoption encouraged. Previously issued financial statements will not be restated. The provisions of EITF Issue No. 94-3 will continue to apply for exit plans initiated prior to the adoption of SFAS No. 146. As of January 1, 2003, management has determined that there will be no current impact of SFAS No. 146 on the Company's financial statements.

In January 2003, FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”). In general, a variable interest entity is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the investors do not have the characteristics of a controlling financial interest or do not have suffic ient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The Company adopted the provisions of FIN 46 effective February 1, 2003 and such adoption did not have a material impact on its consolidated financial statements since it currently has no variable interest entities.

BRIGHTCUBE, INC.

(successor company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2002

1.	“Fresh Start” Accounting:

On September 30, 2002 all assets were transferred to the chapter 7 trustee in settlement of all outstanding corporate obligations. We adopted "fresh-start" accounting as of October 1, 2002 in accordance with procedures specified by AICPA Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code."

All results for periods subsequent to September 30, 2002 are referred to as those of the "Successor Company". The results of operations and cash flows as presented on the 2001 financial statements reflect the predecessor company. The successor company had no transactions between October 1, 2002 and the end of the subsequent interim reporting period and through December 31, 2002.

In accordance with SOP No. 90-7, the reorganized value of the Company was allocated to the Company's assets based on procedures specified by SFAS No. 141, "Business Combinations". Each liability existing at the plan sale date, other than deferred taxes, was stated at the present value of the amounts to be paid at appropriate market rates. It was determined that the Company's reorganization value computed immediately before September 30, 2002 was $0. We adopted "fresh-start" accounting because holders of existing voting shares immediately before filing and confirmation of the sale received less than 50% of the voting shares of the emerging entity an d its reorganization value is less than its post-petition liabilities and allowed claims.

2.	Court Proceedings:

On September 30, 2002, the Registrant filed a voluntary Chapter 7 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court Central District of California (case no. LA02-37844SB). On March 19, 2003 this Chapter 7 bankruptcy was closed by the U.S. Bankruptcy Court Central District of California.

On December 19, 2005, Clark County Court, Nevada approved an Order granting the custodianship of the company to Michael Manion. The appointment is requires the custodian is to continue the business of the corporation and not to liquidate its affairs or distribute its assets. The material terms of the transaction confirmed by the Clark County Court generally authorize Mr. Manion to appoint new members to the Registrant's board of directors and to take any and all actions on behalf of the Company permitted by Nevada Statutes Section 78.347, including actions to:

settle affairs, collect outstanding debts, sell and convey property, real and personal
demand, sue for, collect, receive and take into his or their possession all the goods and chattels, rights and credits, moneys and effects, lands and tenements, books, papers, choses in action, bills, notes and property, of every description of the corporation
institute suits at law or in equity for the recovery of any estate, property, damages or demands existing in favor of the corporation
exercise the rights and authority of a Board of Directors and Officers in accordance with state law, the articles and bylaws

The accounts of the former subsidiaries were not included and have not been carried forward.

Resultant Change in Control: In connection with the Order confirming custodianship of the company to Mr. Manion approved on December 19, 2005, Michael Manion became our sole director on December 20, 2005.

3.	Income Taxes:

We have adopted SFAS 109 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits.

Our net operating loss carryovers available to reduce future income taxes were reduced or eliminated through our bankruptcy proceedings. Any remaining net operating loss carryovers incurred prior to 2005 considered available to reduce future income taxes were further reduced or eliminated through our recent change of control (I.R.C. Section 382(a)) and the continuity of business limitation of I.R.C. Section 382(c).

We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all our net deferred tax assets of $1,000.

Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry forwards before full utilization.

4.	Commitments:

The Company, prior to its bankruptcy, was a party to numerous claims and threatened litigation. As a result of the bankruptcy and the subsequent transfer by the Bankruptcy Trustee of the Company’s corporate shell entity free of all liens, claims and encumbrances pursuant to Section 363(f) of the US Bankruptcy Code, the Company is no longer party to any litigation.

The Company is not a party to any leases and does not have any commitments

4.	Stockholders' Equity:

Common Stock

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

Stock Based Compensation

Stock based compensation is accounted for by using the intrinsic value based method in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). The Company has adopted Statements of Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation, ("SFAS 123") which allows companies to either continue to account for stock based compensation to employees under APB 25, or adopt a fair value based method of accounting. The Company has elected to continue to account for stock based compensation to employees under APB 25. APB 25 recognizes compensation expense for options granted to employees only when the market price of the stock exceeds the grant exercise price at the date of the grant. The amount reflected as compensation expense is measured as the difference between the exercise price and the market value at the date of the grant.

There are no employee or non-employee options granted.

5.	Restatement of Financial Statements:

In connection with filing a registration statement on Form SB-2 in May 2002, the Company's accounting was reviewed by the Securities and Exchange Commission (SEC). Due to this review and based upon the Company's consultation with the SEC, the Company's accounting treatment for the transaction involving the issuance of the Company's Series B Preferred Stock, issued during 2000, was changed. During 2000, the Company issued 900 shares of Series B preferred stock that was convertible into 50% of the Company's shares of common stock on a fully-diluted basis for cash proceeds of $9,000. The accounting for this transaction, which had originally been recor ded as a stock issuance cost (with the estimated fair value security recorded by both increasing and decreasing additional paid in capital) relating to a private placement of common stock, has been changed resulting in a $12.1 million charge to general and administrative expense during 2000. As a result the Company's balance sheet for the year ended December 31, 2001 has been restated. The accompanying balance sheet as of December 31, 2001 reflects the $12,143,000 increase in the accumulated deficit and additional paid in capital as a result of the change in accounting treatment for this transaction.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Michael F. Cronin

Certified Public Accountant

Orlando, FL 32708

Board of Directors and Shareholders

Brightcube, Inc.

The Villages, Florida

I have audited the accompanying consolidated balance sheets of Brightcube, Inc. (successor company) as of December 31, 2002 and the related statements of operations, stockholders' equity and cash flows for the year then ended. The financial statements are the responsibility of the directors. My responsibility is to express an opinion on these financial statements based on my audits.

Discussed in the notes and effective October 1, 2002, the Company adopted “fresh start accounting” in accordance with the provisions of SOP No. 90-7.

August 10, 2009

/s/ Michael F. Cronin

Michael F. Cronin

Certified Public Accountant

NY, FL

In the preparation and presentation of this Form 10-K/A, Brightcube has utilized restated and unadited year ended December 31, 2001 values as disclosed in our quarter ended June 30, 2002 10-QSB. Although, Brightcube has requested the predecessor auditor BDO Seidman LLP to reissue their 2001 opinion on our financial statements, BDO has respectfully declined our request.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BRIGHTCUBE, INC.

Date: May 4, 2010	By:	/s/ Michael F. Manion
		Chief Executive Officer

Brightcube Inactive 10-K/A2002 FY Annual report (amended)