SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) DECEMBER 20, 2000
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BrightCube, Inc.
(Exact name of registrant as specified in charter)
Nevada 000-26693 87-0431036
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
240 Center Street, El Segundo CA 90245
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 535-4555
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307 Orchard City Drive, Suite 310, Campbell, CA 95008
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(Former name or former address, if changed since last report.)
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The undersigned Registrant hereby amends the following item of its Current
Report on Form 8-K filed January 4, 2001, for the event of December 20, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Included herein as exhibit 99.1 to this Current Report on Form 8-K/A is the
consolidated balance sheet of Extreme Velocity Group, Inc. ("EVG") as of
December 20, 2000, and the related consolidated statements of operations,
shareholder's deficiency and cash flows for the period from January 1, 2000
through December 20, 2000 and the period from July 1, 1999 (Commencement of
Operations) through December 31, 1999 along with the notes to the consolidated
financial statements.
(b) Pro Forma Financial Information
The following documents appear as Exhibit 99.2 to this Current Report on Form
8-K/A:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30,
2000 (BrightCube) and December 20, 2000 (EVG);
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Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine
months ended September 30, 2000 (BrightCube) and December 20, 2000 (EVG);
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year
ended December 31, 1999;
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.
(c) Exhibits
2.1* Agreement and Plan of Reorganization dated as of November 22, 2000 by and
among PhotoLoft, Inc., PhotoL Acquisition Corp., Extreme Velocity Group, Inc.,
Al Marco, Ralph Roessler and Elizabeth Wenner, as amended by that certain First
Amendment to Agreement and Plan of Reorganization dated as of December 7, 2000
and that certain Second Amendment to Agreement and Plan of Reorganization dated
as of December 20, 2000.
99.1 Financial Statements of EVG.
99.2 Unaudited Pro Forma Condensed Consolidated Financial Information.
99.3 Employment Agreement, dated December 20, 2000, by and between Al Marco and
the Registrant.
99.4 Employment Agreement, dated December 20, 2000, by and between Ralph
Roessler and the Registrant.
99.5 Employment Agreement, dated December 20, 2000, by and between Elizabeth
Wenner and the Registrant.
* Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K
filed January 4, 2001.
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SIGNATURE
Pursuant to the requirements 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.
By: /s/ Al Marco
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Al Marco
Date: March 2, 2001 Chief Executive Officer
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EXHIBIT INDEX
Exhibits The following documents are filed as exhibits to this report:
2.1* Agreement and Plan of Reorganization dated as of November 22, 2000
by and among PhotoLoft, Inc., PhotoL Acquisition Corp., Extreme
Velocity Group, Inc., Al Marco, Ralph Roessler and Elizabeth
Wenner, as amended by that certain First Amendment to Agreement
and Plan of Reorganization dated as of December 7, 2000 and that
certain Second Amendment to Agreement and Plan of Reorganization
dated as of December 20, 2000.
99.1 Financial Statements of EVG.
99.2 Unaudited Pro Forma Condensed Financial Information.
99.3 Employment Agreement, dated December 20, 2000, by and between Al
Marco and the Registrant.
99.4 Employment Agreement, dated December 20, 2000, by and between Ralph
Roessler and the Registrant.
99.5 Employment Agreement, dated December 20, 2000, by and between
Elizabeth Wenner and the Registrant.
* Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed
January 4, 2001.
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