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

                                   FORM 10-K/A

  |X|    AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the Fiscal Year Ended September 30, 2000
                                       OR
  |_|        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: 0-28536

                             BILLING CONCEPTS CORP.
             (Exact Name of Registrant as Specified in its Charter)

                   DELAWARE                        74-2781950
           (State of Incorporation)             (I.R.S. Employer
                                                Identification No.)

    7411 JOHN SMITH DRIVE, SUITE 200,                 78229
            SAN ANTONIO, TEXAS                     (Zip Code)
   (Address of Principal Executive Office)

                                 (210) 949-7000
              (Registrant's Telephone Number, Including Area Code)

        Securities Registered Pursuant to Section 12(b) of the Act: NONE

           Securities Registered Pursuant to Section 12(g) of the Act:
                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                                (Title of Class)
                                   -----------

      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 |X| No |_|

      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 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. |_|

      The aggregate market value of the Registrant's outstanding Common Stock
held by non-affiliates of the Registrant as of December 15, 2000 was
approximately $96,456,833. There were 36,745,460 shares of the Registrant's
Common Stock outstanding as of December 15, 2000.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

================================================================================
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

ELECTION OF ONE DIRECTOR

      The Company's Amended and Restated Certificate of Incorporation, as
amended, and Amended and Restated Bylaws provide that the Board of Directors
will consist of not less than three persons, the exact number to be fixed from
time to time by the Board of Directors. The Board of Directors has fixed the
authorized number of directors at six. Directors are divided into three classes,
each of which has two members. Each class is elected for a term of three years,
so that the term of office of one class of directors expires at every annual
meeting.

      The Board of Directors has nominated one person for election as directors
in the class whose term of office will expire at the Company's 2004 Annual
Meeting of Stockholders or until his successor is elected and qualified. The
nominee is Lee Cooke. The respective terms of the directors expire on the dates
set forth below. If the nominee listed below is elected by the stockholders at
the Annual Meeting, one vacancy will remain in the class whose term of office
will expire at the 2004 annual meeting, which vacancy may be filled by the Board
of Directors upon selection of a qualified candidate.

<TABLE>
<CAPTION>
DIRECTOR WHOSE TERM EXPIRES AT
THE 2001 ANNUAL MEETING AND
NOMINEE FOR ELECTION FOR A TERM       POSITION AND OFFICES
EXPIRING AT THE 2004 ANNUAL MEETING     WITH THE COMPANY      AGE    DIRECTOR SINCE
-----------------------------------   --------------------    ---    --------------
<S>                                                           <C>        <C> <C>

Lee Cooke                             Director                56     May 13, 1996


DIRECTORS WHOSE TERMS EXPIRE          POSITION AND OFFICES
AT THE 2002 ANNUAL MEETING              WITH THE COMPANY      AGE    DIRECTOR SINCE
-----------------------------------   --------------------    ---    --------------

Parris H. Holmes, Jr.                 Chairman of the Board   57     May 13, 1996
                                      and Chief Executive
                                      Officer

William H. Cunningham                 Director                57     January 19, 2000


DIRECTORS WHOSE TERMS EXPIRE          POSITION AND OFFICES
AT THE 2003 ANNUAL MEETING              WITH THE COMPANY      AGE    DIRECTOR SINCE
-----------------------------------   --------------------    ---    --------------

Thomas G. Loeffler                    Director                54     August 21, 1996

J. Stephen Barley                     Director                44     December 27, 2000
</TABLE>
<PAGE>
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

      Set forth below is information with respect to each director and executive
officer of the Company as of December 31, 2000. The executive officers are
elected by the Board of Directors and serve at the discretion of the Board.
There are no family relationships between any two directors or executive
officers.

      NAME                          AGE                POSITION
      ------------------------      ---   --------------------------------------
      Parris H. Holmes, Jr.         57    Chairman of the Board and Chief
                                          Executive Officer

      David P. Tusa                 40    Senior Vice President, Chief Financial
                                          Officer and Corporate Secretary

      Kevin W. Nyland               41    Vice President - Investor Relations

      J. Stephen Barley             44    Director(1)(2)

      Lee Cooke                     56    Director(1)(2)

      William H. Cunningham         57    Director(1)(2)

      Thomas G. Loeffler            54    Director(1)(2)
      ------------------------
      (1)   Member of the Audit Committee
      (2)   Member of the Compensation Committee


      PARRIS H. HOLMES, JR. has served as Chairman of the Board and Chief
Executive Officer of the Company since May 1996. Mr. Holmes served as both
Chairman of the Board and Chief Executive Officer of USLD Communications Corp.,
formerly U.S. Long Distance Corp. ("USLD"), from September 1986 until August
1996, and served as Chairman of the Board of USLD until June 2, 1997. Prior to
March 1993, Mr. Holmes also served as President of USLD. Mr. Holmes is also
Chairman of the Board of Directors of Tanisys Technology, Inc., a developer,
manufacturer and marketer of memory module test equipment. Mr. Holmes also
serves as a Director of Sharps Compliance Corp., a provider of mail sharps
disposal services for certain types of medical sharps (needles, syringes and
razors) products. On December 18, 1996, the Commission filed a civil injunctive
action in the United States District Court for the District of Columbia alleging
that Mr. Holmes failed to timely file twelve reports regarding certain 1991 and
1992 transactions in the stock of USLD as required by Section 16(a) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Section
16(a) requires officers and directors of such companies to file reports with the
Commission regarding their personal transactions in the securities of their
company. Mr. Holmes settled this action on December 18, 1996, without admitting
or denying the allegations of the complaint, by consenting to the entry of an
injunction with respect to these requirements and paying a civil penalty of
$50,000.

      DAVID P. TUSA, CPA, has served as Senior Vice President and Chief
Financial Officer of the Company since August 1999. Mr. Tusa was Executive Vice
President and Chief Financial Officer of U.S. Legal Support, Inc., a provider of
litigation support services with over 36 offices in 7 states, from September
1997 to August 1999. Prior to this, Mr. Tusa served as Senior Vice President and
Chief Financial Officer of Serv-Tech, Inc., a $300 million, publicly held
provider of specialty services to industrial customers in multiple industries,
from April 1994 through August 1997. Additionally, Mr. Tusa was with CRSS, Inc.,
a $600 million, publicly held diversified services company, from May 1990
through April 1994, most recently as Corporate Controller.

      KEVIN W. NYLAND has served as Vice President, Investor Relations of the
Company since July 2000. Mr. Nyland was Assistant Vice President of Morgen-Walke
Associates, one of the largest investor relations consulting firms in the U.S.,
from April 1999 to April 2000. Prior to this, from January 1998 to April 1999,
Mr. Nyland was an executive search consultant for senior-level investor
relations/public relations positions for high profile Internet clients. From
January 1997 to December 1997 he was Director of Investor Relations for Mercury
Interactive, a Nasdaq-listed leader in the the software testing tools market.
Additionally, from January 1995 to January 1997, Mr. Nyland was Vice President
of the Torrance Group, a New York-based investor relations/marketing firm.

      J. STEPHEN BARLEY has served as a Director of the Company since December
2000. Mr. Barley has been President of C.H.M. Consulting Inc., a private holding
company based in British Columbia, Canada, providing business advice and
financing to emerging technology companies, since August 1997. He also has
served as President of Copper Valley Minerals, Ltd., a junior mining company

<PAGE>
located in Nevada, since June 1998. Mr. Barley was a securities and corporate
finance lawyer with the law firm O'Neill & Company in Vancouver, B.C. from 1984
to 1997, where he was a partner from 1987 to 1997.

      LEE COOKE has served as a Director of the Company since May 1996 and was a
Director of USLD from 1991 until July 1996. He has been President and Chief
Executive Officer of Habitek International, Inc., a consulting firm creating new
economy enterprises globally, since 1991. Mr. Cooke has been a director of
Sharps Compliance Corp., formerly known as U.S. Medical Systems, Inc., since
1992 and served as Chairman of the Board, Chief Executive Officer and President
of that company from 1992 until 1998, when the company was reorganized and the
name changed to Sharps Compliance Corp., at which time Mr. Cooke resigned as an
officer.

      WILLIAM H. CUNNINGHAM, PH.D., has served as a Director of the Company
since January 2000. Dr. Cunningham has been Chancellor of The University of
Texas System since September 1992. He was President of The University of Texas
at Austin from 1985 to 1992. Dr. Cunningham also serves as a Director of
Metamore Worldwide, Inc., Jefferson-Pilot Corporation and 32 funds in the John
Hancock family of mutual funds and is an Advisory Director of Chase Bank of
Texas (Austin), a division of Chase Manhattan Bank.

      THOMAS G. LOEFFLER has served as a Director of the Company since August
1996 and has been an attorney with the law firm of Arter & Hadden since June
1993. Prior to that time, Mr. Loeffler acted as a practicing attorney and
consultant. Mr. Loeffler served as a member of Congress in the United States
House of Representatives from 1979 to 1987. Mr. Loeffler serves as a Director of
Triad Hospitals, Inc. and is Vice Chairman of the Board of Regents of The
University of Texas System.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Exchange Act requires that the Company's directors,
executive officers and persons who own more than 10% of a registered class of
the Company's equity securities file with the Commission initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Directors, executive officers and greater than 10%
stockholders are required by Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file.

      To the Company's knowledge, based solely on a review of the copies of the
Section 16(a) reports furnished to the Company and written representations that
no other reports were required, during the fiscal year ended September 30, 2000,
all Section 16(a) filing requirements applicable to its directors, executive
officers and greater than 10% beneficial owners were complied with.

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

      A total of 1,300,000 shares of Common Stock are subject to the Company's
1996 Non-Employee Director Plan (the "Director Plan"). Pursuant to the terms of
the Director Plan, upon election and re-election to the Board of Directors of
the Company, each eligible director is granted an option to purchase 30,000
shares of Common Stock effective as of the date of such election or re-election,
with vesting over a three-year period. In addition, the Company may grant
discretionary options under the Director Plan. Pursuant to such authority to
grant discretionary options, each outside member of the Board of Directors
receives an annual stock option grant of 6,000 shares, vesting one year from the
date of grant. However, for each quarterly meeting of the Board of Directors a
non-employee director fails to attend, such director forfeits the rights to
purchase 1,500 of the shares subject to such option.

<PAGE>
EXECUTIVE COMPENSATION

      The following Summary Compensation Table sets forth certain information
concerning compensation of the Company's Chief Executive Officer and each of the
Company's four other most highly compensated executive officers for fiscal 2000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                     LONG-TERM
                                                                                 COMPENSATION AWARDS
                                                                                 --------------------
                                                                                RESTRICTED  SECURITIES
 NAME AND PRINCIPAL          FISCAL    ANNUAL COMPENSATION       OTHER ANNUAL     STOCK     UNDERLYING    ALL OTHER
     POSITION                 YEAR    SALARY($)      BONUS($)   COMPENSATION($)  AWARDS($)  OPTIONS(#)  COMPENSATION($)
----------------------        ----   ----------     ----------  --------------- ----------  ---------- -----------------

<S>                           <C>    <C>            <C>           <C>                <C>     <C>       <C>
PARRIS H. HOLMES, JR          2000   $389,421(1)    $200,000(2)   $155,923(3)        0       233,333   $527,135(4)
CHAIRMAN OF THE BOARD AND     1999   $374,998(1)    $200,000(2)   $ 46,772(5)        0       300,000   $165,123(6)
CHIEF EXECUTIVE OFFICER       1998   $372,113(1)           0      $ 51,533(7)        0       275,000   $150,014(8)

KELLY E. SIMMONS              2000   $ 57,885(9)    $ 70,422(2)          0           0             0   $430,000(10)
EXECUTIVE VICE PRESIDENT;     1999   $185,000       $145,422(2)   $ 26,438(11)       0       200,000   $  9,278(12)
PRESIDENT & CHIEF OPERATING   1998   $185,961              0      $ 18,879           0       120,000   $  7,152(13)
OFFICER OF APTIS, INC

W. AUDIE LONG                 2000   $198,923(14)   $133,162(2)   $ 55,160(15)       0        31,000   $ 22,384(16)
SENIOR VICE PRESIDENT,        1999   $180,000              0      $ 14,457           0        85,000   $ 11,494(17)
GENERAL COUNSEL AND           1998   $114,231(18)          0             0           0        30,000   $  7,104(19)
CORPORATE SECRETARY

DAVID P. TUSA                 2000   $181,731(20)          0      $ 56,495(21)       0         6,667   $ 12,125(22)
SENIOR VICE PRESIDENT         1999   $ 10,096(23)          0      $  6,250           0       150,000          0
AND CHIEF FINANCIAL OFFICER   1998        N/A            N/A           N/A         N/A           N/A        N/A

PAUL L. GEHRI                 2000   $170,769(24)          0      $  4,795           0        75,000   $ 13,032(25)
SENIOR VICE PRESIDENT OF      1999   $163,125(26)          0      $  4,418           0       125,000   $  8,446(27)
SALES & MARKETING             1998   $177,000(26)          0      $ 14,506           0        60,000   $  7,258(28)
</TABLE>

-------------------
(1)   Represents total amount paid to Mr. Holmes for payrolls during the
      respective year indicated, based on an annual salary of $385,000 for 2000
      and 1999 and $375,000 for 1998.

(2)   Represents a bonus earned in the prior fiscal year but paid in the fiscal
      year indicated.

(3)   Includes $130,894 reimbursed to Mr. Holmes during fiscal 2000 for the
      payment of certain taxes.

(4)   Represents $15,500 in 401(k) Retirement Plan contributions, $20,771 in
      deferred compensation contributions and $172,000 in life insurance
      premiums made or paid on behalf of Mr. Holmes during fiscal 2000,
      $318,864.36 paid to Mr. Holmes during fiscal 2000 for surrender value of
      life insurance policies.

(5)   Includes $11,722 reimbursed to Mr. Holmes during fiscal 1999 for the
      payment of certain taxes.

(6)   Represents $5,000 in 401(k) Retirement Plan contributions, $16,872 in
      deferred compensation contributions and $143,251 in life insurance
      premiums made or paid on behalf of Mr. Holmes during fiscal 1999.

(7)   Includes $31,269 reimbursed to Mr. Holmes during fiscal 1998 for the
      payment of certain taxes.

(8)   Represents $5,000 in 401(k) Retirement Plan contributions, $18,660 in
      deferred compensation contributions and $126,354 in life insurance
      premiums made or paid on behalf of Mr. Holmes during fiscal 1998.

(9)   Represents total amount paid to Mr. Simmons for payrolls from October 1,
      1999 through January 7, 2000 based on an annual salary of $215,000.

(10)  Represents total amount paid to Mr. Simmons for contractual severance in
      conjunction with his January 7, 2000 resignation.

(11)  Includes $5,062 reimbursed to Mr. Simmons during fiscal 1999 for the
      payment of certain taxes.

(12)  Represents $4,004 in 401(k) Retirement Plan contributions and $5,274 in
      deferred compensation contributions made on behalf of Mr. Simmons during
      fiscal 1999.

(13)  Represents $4,056 in 401(k) Retirement Plan contributions and $3,096 in
      deferred compensation contributions made on behalf of Mr. Simmons during
      fiscal 1998.


<PAGE>
(14)  Represents total amount paid to Mr. Long for payrolls during fiscal 2000
      based on an annual salary of $192,000; includes $6,753 paid to Mr. Long
      under the Disability Plan.

(15)  Includes $40,471 reimbursed to Mr. Long during fiscal 2000 for the payment
      of certain taxes.

(16)  Represents $8,438 in 401(k) Retirement Plan contributions and $13,946 in
      deferred compensation contributions made on behalf of Mr. Long during
      fiscal 2000.

(17)  Represents $3,946 in 401(k) Retirement Plan contributions and $7,548 in
      deferred compensation contributions made on behalf of Mr. Long during
      fiscal 1999.

(18)  Amount shown reflects Mr. Long's salary from February 1, 1998, the
      beginning date of his employment with the Company, through the end of
      fiscal 1998.

(19)  Represents deferred compensation contributions made on behalf of Mr. Long
      during fiscal 1998.

(20)  Represents total amount paid to Mr. Tusa for payrolls during fiscal 2000
      based on an annual salary of $175,000.

(21)  Includes $37,290 reimbursed to Mr. Tusa during fiscal 2000 for the payment
      of certain taxes.

(22)  Represents $4,375 in 401(k) Retirement Plan contributions and $7,750 in
      deferred compensation contributions made on behalf of Mr. Tusa during
      fiscal 2000.

(23)  Amount shown reflects Mr. Tusa's salary from August 30, 1999, the
      beginning date of his employment with the Company, through the end of
      fiscal 1999.

(24)  Represents total amount paid to Mr. Gehri for payrolls during fiscal 2000
      based on an annual salary of $165,000.

(25)  Represents $7,632 in 401(k) Retirement Plan contributions and $5,400 in
      deferred compensation contributions made on behalf of Mr. Gehri during
      fiscal 2000.

(26)  Includes commissions paid to Mr. Gehri.

(27)  Represents $4,996 in 401(k) Retirement Plan contributions and $3,450 in
      deferred compensation contributions made on behalf of Mr. Gehri during
      fiscal 1999.

(28)  Represents $4,258 in 401(k) Retirement Plan contributions and $3,000 in
      deferred compensation contributions made on behalf of Mr. Gehri during
      fiscal 1998.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL STOCKHOLDERS

      The following table sets forth, as of the dates indicated, certain
information with respect to the Common Stock beneficially owned by persons who
are known to the Company to be the beneficial owners of more than five percent
(5%) of the Common Stock. Beneficial ownership is defined in accordance with the
rules of the Securities and Exchange Commission (the "Commission") to mean
generally the power to vote or dispose of shares, regardless of any economic
interest therein. The persons listed have sole voting power and sole dispositive
power with respect to all shares set forth in the table unless otherwise
specified in the footnotes to the table.

                                         AMOUNT AND NATURE
                                           OF BENEFICIAL
NAME AND ADDRESS                            OWNERSHIP           PERCENT
----------------------------             -----------------      -------
Michael R. Smith                           2,307,691(1)           6.5%
5302 Avenue Q
Lubbock, Texas 79412

Becker Capital Management, Inc.            2,112,300(2)           5.9%
1211 Southwest Fifth Avenue, Suite 2185
Portland, Oregon 97204

----------------------------
(1)   Based on record ownership as of December 31, 2000 and a total of
      35,652,560 shares of Common Stock issued and outstanding on December 31,
      2000.
(2)   Based on information provided by The Nasdaq Stock Market, Inc. for record
      ownership as of September 30, 2000 (the most recent date for which
      information is available to the Company) and a total of 35,652,560 shares
      of Common Stock issued and outstanding on December 31, 2000.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT

        The following table sets forth, as of December 31, 2000, certain
information with respect to the Company's Common Stock beneficially owned by
each of its directors and nominees for director, each executive officer named in
the Summary Compensation Table and all of its directors and executive officers
as a group. Such persons have sole voting power and sole dispositive power with
respect to all shares set forth in the table unless otherwise specified in the
footnotes to the table.

<TABLE>
<CAPTION>
                                                         AMOUNT AND NATURE
                                                           OF BENEFICIAL
         NAME                                               OWNERSHIP(1)                 PERCENT  OF CLASS(2)
         ----                                              -------------                 --------------------
<S>                                                          <C>                                <C>
      Parris H. Holmes, Jr.                                  1,482,035(3)                       4.2%
      W. Audie Long(4)                                         580,000(5)                       1.6%
      David P. Tusa                                             95,417(6)                         *
      Kelly E. Simmons(7)                                      644,628(8)                       1.8%
      Paul L. Gehri(9)                                         155,946(10)                        *
      J. Stephen Barley                                         36,000(11)                        *
      Lee Cooke                                                327,366(12)                        *
      William H. Cunningham                                     14,500(13)                        *
      Thomas G. Loeffler                                       124,000(14)                        *
      All executive officers and directors as a              3,459,892(15)                      9.7%
         group (11 persons, including the executive
         officers and directors listed above)
</TABLE>

*        Represents less than 1% of the issued and outstanding shares of Common
         Stock.

(1)      Information with respect to beneficial ownership is based upon
         information furnished by each director or officer of the Company or
         contained in filings made with the Commission. With the exception of
         shares that may be acquired by employees pursuant to the Employee Stock
         Purchase Plan and/or the 401(k) Retirement Plan, the amount of
         beneficial ownership includes shares subject to acquisition within 60
         days by such person or group.

(2)      Based on a total 35,652,560 shares of Common Stock issued and
         outstanding on December 31, 2000.

(3)      Includes 1,240,000 shares that Mr. Holmes has the right to acquire upon
         the exercise of stock options, exercisable within 60 days, 230,000
         shares that Mr. Holmes personally acquired, 3,500 shares that Mr.
         Holmes held in an individual retirement account, 291 shares that Mr.
         Holmes held in his 401(k) Retirement Plan account and 8,244 shares that
         Mr. Holmes held in his Employee Stock Purchase Plan account at December
         31, 2000.

(4)      Mr. Long resigned as an officer of the Company and its wholly owned
         subsidiaries on January 15, 2001.

(5)      Includes 396,000 shares that Mr. Long has the right to acquire upon
         exercise of stock options, exercisable within 60 days.

(6)      Represents shares that Mr. Tusa has the right to acquire upon exercise
         of stock options, exercisable within 60 days.

(7)      Mr. Simmons' last date of employment as an officer of the Company was
         on January 7, 2000.

(8)      Represents 600,000 shares that Mr. Simmons has the right to acquire
         upon exercise of stock options, 38,000 shares that Mr. Simmons
         personally acquired and 6,628 shares that Mr. Simmons held in his
         Employee Stock Purchase Plan account at January 7, 2000.

(9)      Mr. Gehri resigned as an officer of the Company and certain of its
         wholly owned subsidiaries on October 23, 2000, the effective date of
         the sale of the Company's Transaction Processing and Aptis Software
         divisions to Platinum Equity Holdings.

(10)     Includes 150,416 shares that Mr. Gehri has the right to acquire upon
         exercise of stock options, exercisable within 60 days, and 3,934
         shares that Mr. Gehri held in his Employee Stock Purchase Plan account
         at December 31, 2000.

(11)     Includes 36,000 shares that Mr. Barley has the right to acquire upon
         the exercise of stock options, exercisable within 60 days.

(12)     Includes 321,406 shares that Mr. Cooke has the right to acquire upon
         the exercise of stock options, exercisable within 60 days.

(13)     Represents 14,500 shares that Mr. Cunningham has the right to acquire
         upon the exercise of stock options, exercisable within 60 days.

(14)     Includes 119,000 shares that Mr. Loeffler has the right to acquire upon
         the exercise of stock options, exercisable within 60 days.

<PAGE>
(15)     Includes 2,972,739 shares that the 11 directors and executive officers
         have the right to acquire upon exercise of stock options, exercisable
         within 60 days, 3,500 shares held in an individual retirement account,
         291 shares that such executive officers held in their respective 401(k)
         Retirement Plan accounts and 18,806 shares that such executive officers
         held in their respective Employee Stock Purchase Plan accounts at
         December 31, 2000.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On April 5, 2000, the Board of Directors of the Company approved a
restricted stock grant to the Chief Executive Officer of the Company. The
restricted stock consists of 400,000 shares of Princeton common stock, which
vests on April 30, 2003. The Company expenses the fair market value of the
restricted stock grant over the three-year period ending April 30, 2003. The
Company recognized $0.3 million during fiscal 2000 as compensation expense
related to the stock grant. The Company estimates it will recognize $0.5 million
as compensation expense related to the stock grant in 2001. Princeton eCom
Corporation is a privately held company of which the Company owns approximately
42.5%.

      During fiscal 2000, the Company chartered a jet airplane from a company
associated with Parris H. Holmes, Jr., Chairman of the Board and Chief Executive
Officer of the Company. Under the terms of the charter agreement, the Company
was obligated to pay annual minimum fees of $500,000 over the five years ending
March 31, 2003 for such charter services. During the fiscal year ended September
30, 2000, the Company paid approximately $615,000 in fees related to this
agreement. During the fourth quarter of 2000, the Company terminated this
contract with no future obligations.

      On December 16, 1999, the Company made a $130,000 loan, with interest
accruing at the rate of 8% per annum, to W. Audie Long, Senior Vice President,
General Counsel and Corporate Secretary of the Company until his resignation on
January 15, 2001. The largest aggregate amount of indebtedness outstanding for
this loan (including interest) during fiscal 2000 was $133,162. This principal
and accrued interest, aggregating $13,162, were forgiven by the Company in April
2000 in lieu of a cash bonus earned in fiscal 1999.
<PAGE>
                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                  BILLING CONCEPTS CORP.
                                  (Registrant)

Date: January 26, 2001                      By: /s/ DAVID P. TUSA
                                                    David P. Tusa
                                                    SENIOR VICE PRESIDENT AND
                                                    CHIEF FINANCIAL OFFICER
                                                    (Duly authorized and
                                                    principal financial officer)