U.S. SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                 FORM 10-QSBA/1

          [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended June 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: 000-26903

                               booktech.com, inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Nevada                                          88-0409153
-------------------------------                       ----------------------
(State or other jurisdiction of                       (IRS Employer ID. No.)
 incorporation or organization)


                  42 Cummings Park, Woburn, Massachusetts 01801
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (781) 933-5400
                                                          ---------------

             (Former name and address, if changed since last report)

Check whether the issuer (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
            ---  ----

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

        Common Stock                           19,146,546 Shares
        ------------                           -----------------

     $.00042 Par Value                  (Outstanding on August 10, 2000)




<PAGE>



                        booktech.com, inc. and Subsidiary

                             INDEX TO FORM 10-QSBA/1

PART I.   FINANCIAL INFORMATION

<TABLE>

<S>               <C>                                                                                                      <C>
ITEM 1--Financial Statements:
                  Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2000 (As Restated)
                       and 1999............................................................................................3
                  Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2000 (As Restated)
                       and 1999............................................................................................4
                  Condensed Consolidated Balance Sheets as of June 30, 2000 (As Restated) and December 31, 1999............5
                  Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2000 (As Restated)
                      and 1999.............................................................................................6
                  Notes to Unaudited Condensed Consolidated Financial Statements...........................................7

ITEM 2--Management's Discussion and Analysis..............................................................................14

PART II.   OTHER INFORMATION

ITEM 6--Exhibits and Reports on Form 8-K..................................................................................17

Signatures................................................................................................................18

Exhibit Index.............................................................................................................19

</TABLE>

                                        2


<PAGE>



PART I.   FINANCIAL INFORMATION

                               Prefatory Statement
                                to Form 10-QSBA/1
              Amending Form 10-QSB for quarter ended June 30, 2000

This interim Report on Form 10-QSBA/1 is being filed as a result of the
Company's (as defined herein) restatement of its Condensed Consolidated
Financial Statements as of and for the three and six months ended June 30, 2000
as discussed in Note 10 to the Unaudited Condensed Consolidated Financial
Statements.



                        booktech.com, inc. and Subsidiary

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                       Three Months Ended June 30,
                                                                                   -----------------------------------
                                                                                   2000 (1)                    1999
                                                                                   --------                    ----
<S>                                                                               <C>                        <C>
Net sales.......................................................................  $   168,009                $  61,926

Cost of sales...................................................................      351,043                  273,875
                                                                                  -----------                ---------

           Gross margin.........................................................     (183,034)                (211,949)
                                                                                  -----------                ---------

Operating expenses:

Selling, marketing and general and administrative (excluding
stock-based compensation costs of $1,413,379 in 2000)...........................    1,573,924                  416,866

Stock-based compensation........................................................    1,413,379                       --
                                                                                  -----------                ---------

           Total operating expenses.............................................    2,987,303                  416,866
                                                                                  -----------                ---------

Loss from operations............................................................   (3,170,337)                (628,815)
                                                                                  -----------                ---------

Interest expense to related parties.............................................          --                    50,514

Other interest expense..........................................................       14,497                    6,420
                                                                                  -----------                ---------

           Total interest expense...............................................       14,497                   56,934
                                                                                  -----------                ---------

Interest income.................................................................       26,679                      102
                                                                                  -----------                ---------

Net loss........................................................................   (3,158,155)                (685,647)

Accrued dividends on preferred stock............................................       64,771                       --
                                                                                  -----------                ---------

Net loss attributable to common stockholders....................................  $(3,222,926)               $(685,647)
                                                                                  ===========                =========

Net loss attributable to common stockholders per share - basic
and diluted.....................................................................      $(0.17)                   $(0.11)
                                                                                  ===========                =========

Shares used in computing basic and diluted net loss per share...................   18,739,933                6,016,552
                                                                                  ===========                =========

</TABLE>


(1) Restated. See Note 10.

       See Notes to Unaudited Condensed Consolidated Financial Statements.

                                        3


<PAGE>



                        booktech.com, inc. and Subsidiary

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                        Six Months Ended June 30,
                                                                                   -----------------------------------
                                                                                   2000 (1)                   1999
                                                                                   --------                   ----
<S>                                                                               <C>                      <C>
Net sales.......................................................................  $   492,743              $   421,886

Cost of sales...................................................................      834,415                  696,021
                                                                                  -----------              -----------

           Gross margin.........................................................    (341,672)                 (274,135)
                                                                                  -----------              -----------

Operating expenses:

Selling, marketing and general and administrative (excluding
stock-based compensation costs of $1,660,793 in 2000)...........................    2,534,760                  709,715

Stock-based compensation........................................................    1,660,793                       --
                                                                                  -----------              -----------

           Total operating expenses.............................................    4,195,553                  709,715
                                                                                  -----------              -----------

Loss from operations............................................................   (4,537,225)                (983,850)
                                                                                  -----------              -----------

Interest expense to related parties.............................................       57,858                   90,683

Other interest expense..........................................................       40,351                    7,630
                                                                                  -----------              -----------

           Total interest expense...............................................       98,209                   98,313
                                                                                  -----------              -----------

Interest income.................................................................       26,679                      102
                                                                                  -----------              -----------

Net loss........................................................................   (4,608,755)              (1,082,061)

Accrued dividends on preferred stock............................................       64,771                       --
                                                                                  -----------              -----------

Net loss attributable to common stockholders....................................  $(4,673,526)             $(1,082,061)
                                                                                  ===========              ===========
Net loss attributable to common stockholders per share - basic
and diluted.....................................................................       $(0.35)                  $(0.18)
                                                                                  ===========              ===========

Shares used in computing basic and diluted net loss per share...................   13,277,210                6,016,552
                                                                                  ===========              ===========

</TABLE>

(1) Restated. See Note 10.

       See Notes to Unaudited Condensed Consolidated Financial Statements.

                                        4


<PAGE>



                        booktech.com, inc. and Subsidiary

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                  June 30, 2000 (1)       December 31, 1999
                                                                                  -----------------       -----------------
ASSETS

CURRENT ASSETS:
<S>                                                                              <C>                        <C>
Cash and cash equivalents....................................................... $  1,214,678               $   82,753

Accounts receivable, less allowance for returns of $30,100 in
2000 and $91,700 in 1999........................................................      137,873                  228,466

Other current assets............................................................      115,707                       --
                                                                                 ------------               ----------

Total current assets............................................................    1,468,258                  311,219
                                                                                  -----------              -----------

PROPERTY AND EQUIPMENT, at cost.................................................    3,363,923                  808,298

Accumulated depreciation........................................................     (157,103)                 (73,928)
                                                                                 ------------               ----------

Property and equipment, net.....................................................    3,206,820                  734,370
                                                                                  -----------              -----------

ACQUIRED TECHNOLOGY AND PATENT APPLICATION......................................      993,103                       --

DEPOSITS AND OTHER ASSETS.......................................................      312,500                   25,200
                                                                                 ------------               ----------

TOTAL........................................................................... $  5,980,681               $1,070,789
                                                                                 ============               ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:

Current portion of long-term debt............................................... $    456,443               $  437,838

Current portion of loans from related parties...................................          --                 2,953,759

Accounts payable................................................................    1,149,486                1,282,385

Accrued payroll and other expense...............................................    1,204,841                  410,817

Accrued interest expense to related parties.....................................         --                    354,130
                                                                                 ------------               ----------

Total current liabilities.......................................................    2,810,770                5,438,929
                                                                                  -----------              -----------

LONG-TERM DEBT..................................................................      454,952                  591,824
                                                                                  -----------              -----------

DEFERRED LEASE OBLIGATION.......................................................      123,750                  146,250
                                                                                  -----------              -----------

COMMITMENTS AND CONTINGENCIES (NOTE 6)

STOCKHOLDERS' EQUITY (DEFICIENCY):

Convertible preferred stock, Series A...........................................          897                       --

Convertible preferred stock, Series B...........................................          462                       --

Common stock....................................................................        7,941                  760,000

Additional paid-in capital......................................................   12,951,296                       --

Deferred compensation...........................................................      (81,918)                      --

Treasury stock..................................................................          --                  (187,500)

Accumulated deficit.............................................................  (10,287,469)              (5,678,714)
                                                                                  -----------               ----------

Total stockholders' equity (deficiency).........................................    2,591,209               (5,106,214)
                                                                                  -----------               ----------

TOTAL...........................................................................  $ 5,980,681               $1,070,789
                                                                                  ===========               ==========

</TABLE>

(1) Restated. See Note 10.

       See Notes to Unaudited Condensed Consolidated Financial Statements.

                                        5


<PAGE>



                        booktech.com, inc. and Subsidiary

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                        Six Months Ended June 30,
                                                                                    ----------------------------------

                                                                                    2000 (1)                  1999
                                                                                    --------                  ----

<S>                                                                              <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss........................................................................ $ (4,608,755)             $(1,082,061)

Adjustments to reconcile net loss to net cash used in
operating activities:

Depreciation and amortization...................................................       83,175                   23,478

Stock-based compensation........................................................    1,660,793                       --

Related party interest expense satisfied by issuing Convertible
Preferred Stock, Series A.......................................................       56,839                       --

Change in assets and liabilities:

Accounts receivable, net........................................................       90,593                   21,588

Other current assets............................................................     (115,707)                 (11,369)

Deposits and other assets.......................................................     (287,300)                  (1,200)

Accounts payable................................................................     (603,431)                 (72,675)

Accrued payroll and other expense...............................................        2,919                   19,441

Accrued expenses to related parties.............................................       (9,798)                  89,394

Deferred lease obligation.......................................................      (22,500)                  54,000
                                                                                 ------------              -----------

                Net cash used in operating activities...........................   (3,753,172)                (959,404)
                                                                                 ------------              -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

Expenditures for property and equipment.........................................    (459,526)                  (10,836)

Payment of merger costs.........................................................    (588,426)                       --
                                                                                 ------------              -----------

            Net cash used in investing activities...............................   (1,047,952)                 (10,836)
                                                                                 ------------              -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from loans from related parties........................................      317,951                1,180,000

Repayments of loans to related parties..........................................     (456,710)                  (7,000)

Proceeds from other debt financings.............................................    1,500,000                       --

Repayments of other debt financings.............................................     (428,192)                (162,945)

Net proceeds from issuance of common stock......................................    5,000,000                       --
                                                                                 ------------              -----------

                Net cash provided from financing activities.....................    5,933,049                1,010,055
                                                                                 ------------              -----------

NET INCREASE IN CASH AND EQUIVALENTS............................................    1,131,925                   39,815

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..................................       82,753                   16,413
                                                                                 ------------              -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD........................................ $  1,214,678              $    56,228
                                                                                 ============              ===========

</TABLE>

(1) Restated. See Note 10.

       See Notes to Unaudited Condensed Consolidated Financial Statements.

                                        6


<PAGE>



                        booktech.com, inc. and Subsidiary

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

    Nature of Business - booktech.com, inc., a Nevada corporation (the
    "Company"), is a digital and on-demand publisher of custom textbooks, also
    known as coursepacks, which are distributed primarily through college
    bookstores. The Company is organized as one segment reporting to the chief
    operating decision-maker.

    Basis of Presentation - The accompanying financial statements are unaudited
    and have been prepared assuming that the Company will continue as a going
    concern. As shown in the financial statements, the Company incurred net
    losses of $4,608,755 and $1,082,061 in the six-month periods ended June 30,
    2000 and 1999, respectively. Prior to the Merger, as defined in Note 2, the
    Company's operating losses and working capital needs were funded principally
    by loans from its shareholders. The Company expects that it will continue to
    incur losses as it continues its activities pursuant to the current business
    plan, particularly those related to sales, marketing and content
    development. These factors, among other things, raise substantial doubt
    about the Company's ability to continue as a going concern for a reasonable
    period of time.

    The financial statements do not include any adjustments relating to the
    recoverability and classification of recorded asset amounts or the amounts
    and classification of liabilities that might be necessary should the Company
    be unable to continue as a going concern. As described in Note 4, the
    Company was in default on certain provisions of its lending agreements prior
    to the Merger. The Company's continuation as a going concern is dependent
    upon its ability to generate sufficient cash flow through increased net
    sales to meet its obligations on a timely basis, comply with the terms and
    covenants of its financing agreements, obtain additional financing or
    refinancing, and ultimately to attain profitable operations. Management is
    continuing its efforts to increase net sales and obtain additional funds so
    that the Company can meet its obligations and sustain operations.

2. MERGER TRANSACTION

    On March 31, 2000, EG Acquisitions Corporation, a Nevada corporation, the
    wholly owned sole subsidiary of the Company, merged (the "Merger") with and
    into booktech.com, inc., a Massachusetts corporation ("booktechMass"),
    pursuant to an Agreement and Plan of Merger dated March 31, 2000 (the
    "Merger Agreement"). Following the Merger, the business to be conducted by
    the Company was the business conducted by booktechMass prior to the Merger.
    In conjunction with the Merger, the Company which was formerly known as
    Ebony & Gold Ventures, Inc. changed its name to "booktech.com, inc."

    Pursuant to the terms of the Merger Agreement, the Merger involved the
    following transactions: (a) the Company issued 7,520,690 shares of its
    authorized but unissued common stock (the "Common Stock") and 1,100,000
    shares of its authorized but unissued Series B Preferred Stock to the former
    shareholders of booktechMass in exchange for the 25,000 shares of common
    stock of booktechMass issued and outstanding as of the effective time of the
    Merger; (b) certain debt and accrued interest totaling $3,216,171 owed by
    booktechMass to related parties was converted into 2,135,301 shares of the
    Company's Series A Preferred Stock; (c) the Company sold to certain
    investors (the "Purchasers") 4,666,667 shares of its Common Stock and
    warrants to purchase 833,333 shares of common stock in a private placement
    for an aggregate purchase price of $7,000,000, including conversion of the
    notes payable, advances and accrued interest owed to Verus Investments
    Holdings, Inc.. (at the time of the Merger, the Company received net cash
    proceeds of $5,000,000 from this transaction); and (d) the Company purchased
    technology and a related patent application from Virtuosity Press LLC, a
    Delaware Limited Liability Company ("Virtuosity"), in exchange for 1,379,310
    shares of its Common Stock.

                                        7


<PAGE>



    At the time of the Merger, the common and preferred shares issued to the
    former stockholders of booktechMass represented a majority of the Company's
    voting stock, enabling them to retain voting and operating control of the
    Company. The Merger has been accounted for as a capital transaction and was
    treated as a reverse acquisition as the shareholders of booktechMass
    received a larger portion of the voting interests in the combined
    enterprise. Estimated costs of the Merger were $588,426, which have been
    reflected as a reduction to additional paid-in capital.

    Under the terms of the Merger Agreement, the Company is required to use its
    best efforts to file a registration statement to register 5,111,667 shares
    of common stock by July 31, 2000 and an additional registration statement to
    register 1,928,823 shares of common stock within six (6) months of the
    effective date of the first registration statement or within 30 days of the
    exercise, in whole or in part, by Verus Investments Holdings Inc. of its
    warrant to purchase 833,333 shares of common stock. The Company expects to
    file the initial registration statement for the shares of common stock
    during the third quarter of 2000.

    Since the accounting applied differs from the legal form of the Merger, the
    Company's financial information for periods prior to the Merger represent
    the financial results of booktechMass.

    Pro Forma Disclosure - The following table presents the unaudited pro forma
    results of operations for the six months ended June 30, 2000 and 1999
    assuming the merger had occurred on January 1, 1999, the beginning of the
    earliest period presented in the accompanying Condensed Consolidated
    Statements of Operations. These pro forma results have been prepared for
    comparative purposes only and are not necessarily indicative of what would
    have occurred had the Merger occurred at that date or of results which may
    occur in the future.


<TABLE>
<CAPTION>
                                                                                         Six Months Ended June 30,
                                                                                   -----------------------------------
                                                                                      2000                     1999
                                                                                      ----                     ----
<S>                                                                               <C>                      <C>
          Net sales.............................................................  $   492,743              $   421,886
          Loss from operations..................................................   (4,537,225)                (997,075)
          Net loss..............................................................   (4,552,276)              (1,006,969)
          Net loss attributable to common stockholders..........................   (4,681,818)              (1,135,799)

          Net loss attributable to common stockholders per
              share - basic and diluted.........................................       $(0.25)                   $(.07)

          Shares used in computing net loss per common share....................   18,739,507               17,062,529

</TABLE>


3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Condensed Consolidated Financial Statements (Unaudited) - The Condensed
    Consolidated Financial Statements furnished herein are unaudited and in the
    opinion of management, reflect all adjustments which are of a normal
    recurring nature, necessary to fairly state the Company's financial
    position, cash flows and the results of operations for the periods presented
    and have been prepared on a basis substantially consistent with the audited
    financial statements as of and for the five-month period ended December 31,
    1999. Certain information and footnote disclosures normally included in
    financial statements prepared in accordance with accounting principles
    generally accepted in the United States of America for annual periods have
    been condensed or omitted. Accordingly, these unaudited Condensed
    Consolidated Financial Statements should be read in conjunction with the
    Company's annual financial statements included in a Form 8-K filed with the
    Securities and Exchange Commission on April 4, 2000. The operating results
    for the interim periods are not necessarily indicative of the expected
    performance for the entire year.

    Concentration of Credit Risk and Major Customer Information - Financial
    instruments that potentially expose the Company to concentrations of credit
    risk include cash and accounts receivable. The Company performs ongoing
    credit evaluations of its customers and does not require collateral. In
    addition, the Company maintains allowances for potential credit losses, and
    such losses, in the aggregate, have not exceeded management expectations.
    One customer accounted for 52% and 40% of net sales for the three months
    ended June 30, 2000 and 1999, respectively, and 50% and 58% of net sales for
    the six months ended June 30, 2000

                                        8


<PAGE>



    and 1999, respectively. This same customer accounted for 47% and 77% of the
    accounts receivable at June 30, 2000 and December 31, 1999, respectively.

    Property and Equipment - Property and equipment are recorded at cost.
    Expenditures for maintenance and repairs are charged to expense as incurred.
    Depreciation and amortization are provided using the straight-line method
    over the estimated useful lives of the various classes of assets or lease
    terms, whichever is shorter. Estimated ranges of useful lives are as
    follows:

                                                                   Years
                                                                   -----

    Furniture and fixtures                                           7
    Office and computer equipment                                    3-5
    Leasehold improvements                                           1-5
    Computer software                                                3

    Property and equipment consisted of the following at:

<TABLE>
<CAPTION>

                                                                             June 30, 2000       December 31, 1999
                                                                             -------------       -----------------
<S>                                                                          <C>                     <C>
          Computer software..................................................  $1,793,299              $314,491
          Office and computer equipment......................................   1,226,381               263,241
          Furniture and fixtures.............................................     196,364               149,934
          Leasehold improvements.............................................      80,963                80,632
          Vehicles...........................................................      66,916                   --
                                                                               ----------              --------

                       Total property and equipment..........................   3,363,923               808,298

                          Less accumulated depreciation and amortization ....    (157,103)              (73,928)
                                                                               ----------              --------

                     Property and equipment, net.............................  $3,206,820              $734,370
                                                                               ==========              ========
</TABLE>

    The Company had $1,573,315 of computer software and related installation
    costs at June 30, 2000 which are included in property and equipment in the
    accompanying balance sheet, but were not yet placed in service.
    Accordingly, no depreciation or amortization was recorded on these assets
    during the three and six months ended June 30, 2000. The Company has
    adopted Statement of Position ("SOP") No. 98-1 which requires computer
    software costs associated with internal use software to be charged to
    operations as incurred until certain capitalization criteria are met.

    Stock-Based Compensation - The Company accounts for stock options granted to
    employees and non-employee directors using the intrinsic value method in
    accordance with Accounting Principles Board Opinion ("APB") No. 25,
    "Accounting for Stock Issued to Employees", and complies with the disclosure
    provisions of Statement of Financial Accounting Standards ("SFAS") No. 123,
    "Accounting for Stock-Based Compensation."

    Equity instruments issued to non-employees are accounted for in accordance
    with the provisions of SFAS No. 123 and Emerging Issues Task Force ("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". All transactions in which goods or services are the consideration
    received for the issuance of equity instruments are accounted for based on
    the fair value of the consideration received or the fair value of the equity
    instrument issued, whichever is more reliably measurable. The measurement
    date of the fair value of the equity instrument issued is the earlier of the
    date on which the counterparty's performance is complete or the date on
    which it is probable that performance will occur.

    Comprehensive Income - Comprehensive loss was equal to net loss for each
    period presented.

    Earnings Per Share - The Company computes basic and diluted earnings (loss)
    per share in accordance with SFAS No. 128, "Earnings Per Share". Basic
    earnings per common share is computed by dividing the net loss attributable
    to common stockholders by the weighted average number of common shares
    outstanding during the

                                        9


<PAGE>



    period. Dividends on the Series A Preferred Stock, which are payable in
    additional shares of common stock, have been accrued at the rate of 8% per
    annum in determining the net loss attributable to common stockholders. Such
    accrued dividends are reported within additional paid-in capital.

    Basic and diluted loss per common share are the same for all periods
    presented, as potentially dilutive stock options, common stock warrants,
    common stock issuable upon the conversion of the convertible preferred stock
    and unvested restricted stock of 4,484,652 in 2000 and 344,828 in 1999 have
    been excluded from the calculation as their effect is antidilutive.

    Future Adoption of Accounting Pronouncements - In June 1998, the Financial
    Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for
    Derivative Instruments and Hedging Activities." SFAS No. 133 establishes
    accounting and reporting standards for derivative instruments, including
    certain derivative instruments embedded in other contracts, and for hedging
    activities. The provisions of SFAS No. 133 are effective for periods
    beginning after June 15, 2000. The Company is currently evaluating, and has
    not determined, the effect, if any, SFAS No. 133 will have on the Company's
    financial position and its results of operations. The Company will adopt
    this accounting standard on January 1, 2001, as required.

    On December 3, 1999, the Securities and Exchange Commission issued Staff
    Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
    Statements." SAB No. 101 provides guidance on the recognition, presentation
    and disclosure of revenues in financial statements filed with the Securities
    and Exchange Commission. The Company is currently evaluating, and has not
    determined, the effect, if any, SAB No. 101 will have on the Company's
    financial position and its results of operations. The Company will adopt
    this accounting standard during the fourth quarter of 2000, as required.

    Reclassifications - Certain reclassifications have been made to the 1999
    amounts to conform to the 2000 presentation.

    Supplemental Cash Flow Information - The following table sets forth certain
    supplemental cash flow information for the six-month periods ended June 30,
    2000 and 1999:

<TABLE>
<CAPTION>
                                                                                                  2000               1999
                                                                                                  ----               ----

<S>                                                                                             <C>                 <C>
      Cash paid during the period for interest...............................................   $   10,829          $ 22,660

      Non-Cash Financing Activities

        Conversion of related party loans and accrued interest into preferred stock..........   $3,216,171          $  --
        Acquisition of technology and related patent application with the issuance of
            common stock.....................................................................      993,103             --
        Conversion of Verus Investments Holdings, Inc. notes payable, advances and related
            accrued interest into common stock...............................................    2,024,537             --

        Equipment acquired through the issuance of debt and trade credit.....................    2,096,099             --
        Liabilities to the former officers of Ebony & Gold Ventures, Inc. forgiven in
           conjunction with the reverse merger...............................................       17,564             --
        Conversion of accounts payable into long-term debt...................................        --              406,514

</TABLE>

4. LONG-TERM DEBT

        Long-term debt consisted of the following at:
<TABLE>
<CAPTION>
                                                                                                   June 30,        December 31,
                                                                                                    2000               1999
                                                                                                    ----               ----
<S>                                                                                                <C>               <C>
        Computer equipment promissory notes.............................................            $790,750          $   --
        Capital lease obligations.......................................................             101,470           108,051
        Ford Motor Credit Company.......................................................              19,175              --
        Purchasers notes payable........................................................                --             500,000
        Equipment supplier promissory note..............................................                --             231,254
        Advance under line of credit....................................................                --              95,539
</TABLE>


                                       10


<PAGE>

<TABLE>


<S>                                                                                               <C>                    <C>
      Small Business Administration loans.............................................                 --             94,818

                                                                                                   911,395         1,029,662
             Less current portion ....................................................            (456,443)         (437,838)
                                                                                                  --------         ---------

        Long-term debt ...............................................................            $454,952         $ 591,824
                                                                                                  ========         =========

</TABLE>

    Computer Equipment Promissory Notes - During the three months ended June 30,
    2000, the Company financed the purchase of $790,750 in computer hardware and
    software through the issuance of promissory notes with a final maturity of
    June 2002. Monthly payments are $36,906, which include interest at 9.4% per
    annum. The promissory notes are collateralized by all the assets purchased
    by the notes.

    Capital lease obligations - The Company leases certain equipment under
    noncancelable leases expiring at various dates through 2004. Of the total
    future minimum lease payments, approximately $23,730 is due within the next
    twelve (12) months and included within current long-term debt in the
    accompanying condensed consolidated June 30, 2000 balance sheet.

    Ford Motor Credit Company - On March 2, 2000, the Company financed the
    purchase of a motor vehicle. The loan is due in 48 monthly installments of
    $435, including interest at an annual rate of 0.9%, with a final maturity on
    April 15, 2004.

    Purchasers Notes Payable - During 1999, the Company obtained two promissory
    notes from Verus Investments Holdings, Inc. ("Verus") in the amounts of
    $250,000 each, bearing an annual interest rate of 8%. The notes payable,
    advances and accrued interest were converted into the Company's common stock
    on March 31, 2000 in conjunction with the Merger.

    Equipment Supplier Promissory Note - On April 15, 1999, the Company
    converted $406,514 of amounts due to an equipment supplier into a promissory
    note due December 15, 1999. At December 31, 1999, the Company was in default
    of the promissory note. Accordingly, the note has been classified and
    included within current long-term debt in the accompanying condensed
    consolidated balance sheet at December 31, 1999. In April 2000, the Company
    repaid the note, including the related accrued interest, with the proceeds
    from the sale of common stock issued in conjunction with the Merger.

    Line of Credit - The Company had a line of credit which allowed borrowings
    up to $100,000. In April 2000, the Company repaid the line in full,
    including the related accrued interest, with the proceeds from the sale of
    the common stock issued in conjunction with the Merger, and the line of
    credit was cancelled.

    Small Business Administration Loans - In April 2000, the Company repaid the
    loans in full, including the related accrued interest, with the proceeds
    from the sale of common stock issued in conjunction with the Merger.

5. STOCK-BASED COMPENSATION

    During the six months ended June 30, 2000, the Company granted options to
    purchase 1,429,738 shares of its common stock at a weighted-average exercise
    price of $.66 per share to its employees. In addition, in connection with
    the Merger on March 31, 2000, the Company adjusted the number and exercise
    price of certain unexercised options. These adjustments were accounted for
    in accordance with EITF No. 90-9, "Changes to Fixed Employee Stock Option
    Plans as a Result of Equity Restructuring". Certain options granted during
    the six months ended June 30, 2000 include a cashless exercise feature
    allowing the grantee to exercise the option and to utilize the appreciation
    in the value of the common stock as payment for the shares received. The
    Company also granted 341,581 restricted stock awards to certain employees
    during the six months ended June 30, 2000 and recorded compensation expense
    of $112,200.

    As discussed in Note 3, the Company accounts for stock options granted to
    employees and non-employee directors in accordance with APB No. 25. Under
    APB No. 25, compensation expense is recorded when fixed award options are
    granted with exercise prices at less than the fair value of the common stock
    on the date of grant. Options with a cashless exercise feature are accounted
    for as variable award options. Variable award options are subject to
    remeasurement criteria and could result in additional future compensation
    expense until such time as the options are either exercised, forfeited or
    expire without exercise.

    The Company recorded stock-based compensation expense of $1,413,379 and
    $1,660,793 during the three and six months ended June 30, 2000,
    respectively, relating to the outstanding options and restricted stock
    awards. Additional stock-based compensation expense will be recorded in the
    future as the deferred compensation of $81,918 at June 30, 2000 is amortized
    to expense, and as the variable award options are remeasured at each future
    reporting date.

                                       11


<PAGE>



6. COMMITMENTS AND CONTINGENCIES

    In connection with the Merger (Note 2), the Company entered into a
    consulting arrangement with Verus International, Ltd. The consulting
    agreement requires payments of $15,000 per month for a period of two years.
    The consulting agreement is terminable by either party for cause with five
    (5) days written notice. Additionally, Verus International, Ltd. may
    terminate the agreement without cause upon five (5) days written notice.
    Amounts due under this agreement at June 30, 2000 totaled $45,000 and are
    included in accounts payable in the accompanying condensed consolidated
    balance sheet.

    Services Agreement - In March 1999, the Company entered into an agreement
    with Xerox Corporation ("Xerox") to provide reproduction services. The term
    of the agreement is 60 months and initially included base payment increases
    over the term of the agreement. For financial statement reporting purposes,
    the Company has recognized the aggregate expenses associated with the
    agreement using the straight-line method resulting in deferred credits of
    approximately $168,500 and $180,000 being reported in the accompanying
    respective June 30, 2000 and December 31, 1999 condensed consolidated
    balance sheets. The agreement was renegotiated in May 2000 and the monthly
    payment was set at $74,523 for the remaining term of the agreement. An
    executive of Xerox is a member of the Company's Board of Directors.

7. TRANSACTIONS WITH RELATED PARTIES

    Stockholders' Notes Payable - The Company has been financed principally by
    loans from shareholders. In conjunction with the Merger, a total of
    $2,815,000 in loans from shareholders plus the related accrued interest of
    $401,171 (including $57,858 and $210,734 expensed during the years ended
    December 31, 2000 and 1999, respectively) were converted into 2,135,301
    shares of Series A preferred stock.

    During the three months ended March 31, 2000, the Company repaid $434 in
    principal on loans from shareholders. On March 31, 2000, the Company
    received $317,951 in advances from a shareholder.

    On March 31, 2000, the Company entered into a consulting arrangement with
    Verus International, Ltd., an affiliate of a Company shareholder (Note 6).

    On March 31, 2000, pursuant to the terms of the Merger Agreement, the
    Company sold to certain investors 4,666,667 shares of its common stock and
    warrants to purchase 833,333 shares of its common stock for an aggregate
    purchase price of $7,000,000 including conversion of the notes payable,
    advances and accrued interest owed to Verus Investments Holdings, Inc.

    In April 2000, the Company repaid $466,074 in principal and accrued interest
    on loans from shareholders, including the $317,951 received on March 31,
    2000, using a portion of the proceeds from the sale of the common stock in
    conjunction with the Merger.

    One member of the Company's Board of Directors serves in an executive
    capacity with the holder of the equipment supplier promissory note.

8. PREFERRED STOCK

    The Company has 5 million shares of authorized preferred stock. In
    connection with the Merger, the Company issued 2,135,301 shares of Series A
    Preferred Stock, $.00042 par value (the "Series A Preferred Stock") and
    1,100,000 shares of Series B Preferred Stock, $.00042 par value (the "Series
    B Preferred Stock").

    The Series A Preferred Stock carries a dividend at the rate of 8% per annum,
    payable on January 1 of each year in additional shares of common stock. The
    number of shares of common stock issued is determined based upon the fair
    market value of the Company's common stock during the twenty-five (25) days
    prior to the dividend payment

                                       12


<PAGE>



    date. In the event of any liquidation, dissolution or winding up of the
    Company, either voluntary or involuntary, the holders of the Series A
    Preferred Stock have a liquidation preference over any distribution to
    securities junior to the Series A Preferred Stock equal to $1.50 per share
    plus any accrued but unpaid dividends. The Series A liquidation preference
    approximated $3.3 million at June 30, 2000. The Series A Preferred Stock is
    convertible into common stock at the option of the holder at a ratio of
    three and one-half (3 1/2) shares of Series A Preferred Stock for each
    common share to be issued. The conversion rate is subject to adjustment for
    stock splits, stock dividends or other similar events. The holders of the
    Series A Preferred Stock vote together with the holders of the common stock.
    Each set of three and one half (3 1/2) shares of Series A Preferred Stock
    has one (1) vote.

    The Series B Preferred Stock, which is junior to the Series A Preferred
    Stock, carries no dividend and is convertible into common stock at the
    option of the holder at a ratio one (1) share of Series B Preferred Stock
    for each common share to be issued. The conversion rate is subject to
    adjustment for stock splits, stock dividends or other similar events. In the
    event of any liquidation, dissolution or winding up of the Company, either
    voluntary or involuntary, the holders of the Series B have a liquidation
    preference over any distribution to any securities junior to the Series B
    and to the Company's common stock equal to the original issue price, as
    determined by the Company's Board of Directors. The holders of the Series B
    Preferred Stock vote together with the holders of the common stock. Each
    share of Series B Preferred Stock has six (6) votes.

9. SUBSEQUENT EVENT

    On August 2, 2000, the Company entered into an Asset Purchase Agreement (the
    "Agreement") with Copytron, an unrelated entity, to purchase a customer list
    for a maximum aggregate purchase price of up to $1,300,000. The terms of the
    agreement required aggregate cash payments of $300,000, $100,000 at closing,
    and $200,000 payable in three installments with the last $100,000 due on
    October 9, 2000, and the $1.0 million balance of the purchase price to be
    paid through the issuance of three tranches of our common stock. The Company
    paid $100,000 at closing. On August 2, 2000, the Company issued 238,298
    shares of common stock with an aggregate value of $700,000 as payment of the
    first tranche under the Agreement. On the one year anniversary of the
    Agreement, and in the event that the fair value of the Company's common
    stock is less than the fair market value, as defined in the Agreement, the
    Company is obligated to pay, either in cash or in common stock at the
    discretion of the Company, an amount, which when combined with the value of
    the original issuance of the Company common stock has an aggregate value of
    $700,000. The Company intends to satisfy this requirement by issuing
    additional shares of common stock. In addition, the Company will issue
    additional shares of common stock on August 2, 2001 and 2002, if annual
    sales from customers previously served by Copytron exceed $700,000, with
    each issuance having a then current fair market value of up to $150,000.

    In connection with the asset purchase agreement, the Company entered into a
    two-year consulting agreement (extendable for a third year at the option of
    the Company) with a principal of the selling entity. The agreement provides
    for annual cash compensation of $50,000.

10. RESTATEMENT

    Subsequent to the issuance of the Company's Condensed Consolidated Financial
    Statements as of and for the three and six month periods ended June 30,
    2000, the Company's management determined that (1) the stock-based
    compensation expense for the three and six months ended June 30, 2000, (2)
    the number of common shares outstanding at June 30, 2000, (3) the
    weighted-average number of common shares outstanding for the three and six
    months ended June 30, 2000 were incorrect due to certain equity awards not
    being considered in the preparation of the Company's interim financial
    statements, and (4) the value assigned to the acquired technology and patent
    application was in excess of the consideration given. As a result, the
    accompanying Condensed Consolidated Financial Statements as of and for the
    three and six month periods ended June 30, 2000 have been restated from the
    amounts previously reported to reflect the appropriate accounting and
    reporting of the aforementioned items. The significant effects of the
    restatement are as follows:

<TABLE>
<CAPTION>
                                                                                   As
                                                                               Previously
                                                                                 Reported          As Restated
                                                                               -----------         -----------
<S>                                                                            <C>                <C>
    At June 30, 2000:

    Acquired technology and patent application                                 $ 2,068,965        $    993,103
    Common stock                                                                     7,799               7,941
    Additional paid-in capital                                                  12,714,581          12,951,297
    Deferred compensation                                                               --             (81,918)
    Accumulated deficit                                                         (9,056,668)        (10,287,469)
    Number of common shares outstanding                                         18,568,667          18,908,248

    For the three months ended June 30, 2000:

    Stock-based compensation expense                                           $    12,750        $  1,413,379
    Loss from operations                                                        (1,769,708)         (3,170,337)
    Net loss                                                                    (1,757,526)         (3,158,155)
    Net loss attributable to common stockholders                                (1,822,297)         (3,222,926)
    Net loss per share - basic and diluted                                           (0.10)              (0.17)

    Shares used in computing basic and diluted net loss per common share        18,567,326          18,739,933

    For the six months ended June 30, 2000:

    Stock-based compensation expense                                              $429,992        $  1,660,793
    Loss from operations                                                        (3,306,424)         (4,537,225)
    Net loss                                                                    (3,377,954)         (4,608,755)
    Net loss attributable to common stockholders                                (3,442,725)         (4,673,526)
    Net loss per share - basic and diluted                                           (0.26)              (0.35)

    Shares used in computing basic and diluted net loss per common share        13,135,551          13,277,210

    </TABLE>


11.  NET LOSS PER SHARE

     A reconciliation of net loss and weighted-average common shares outstanding
     for purposes of calculating basic and diluted net income per share is as
     follows for the three and six months ended June 30:

                                                       2000           1999
                                                    -----------    ----------
     Three months ended June 30:

     NUMERATOR:
       Net loss ..................................  $(3,158,155)  $  (685,647)
       Preferred stock dividends..................      (64,771)         --
                                                    -----------   -----------
       Net loss attributable to common
         stockholders ............................  $(3,222,926)  $  (685,647)
                                                    -----------   -----------

     DENOMINATOR:
       Weighted average number of common shares
         outstanding:
           Common stock ..........................   18,739,933     6,016,552
           Effect of potentially dilutive common
             shares...............................         --            --
                                                    -----------   -----------
                Total.............................   18,739,933     6,016,552
                                                    -----------   -----------

     Six months ended June 30:

     NUMERATOR:
       Net loss ..................................  $(4,608,755)  $(1,082,061)
       Preferred stock dividends..................      (64,771)         --
                                                    -----------   -----------
       Net loss attributable to common
         stockholders ............................  $(4,673,526)  $(1,082,061)
                                                    -----------   -----------

     DENOMINATOR:
       Weighted average number of common shares
         outstanding:
           Common stock ..........................   13,277,210     6,016,552
           Effect of potentially dilutive common
             shares...............................         --            --
                                                    -----------   -----------
                Total.............................   13,277,210     6,016,552
                                                    -----------   -----------






                                     *******

                                       13


<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

Safe Harbor Statement

Certain statements in this Form 10-QSBA/1, including information set forth under
Item 2 Management's Discussion and Analysis, contains trend analysis and other
"forward-looking statements." These statements relate to future events or other
future financial performance, and are identified by terminology such as "may",
"will", "should", "expects", "anticipates", "plans", "intends", believes",
"estimates", or "continues" or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results
could differ materially from those set forth in the forward-looking statements.
Moreover, this discussion and analysis should be read in conjunction with the
accompanying Condensed Consolidated Financial Statements for the periods
specified and the associated notes. Further reference should be made to the
Company's audited financial statements as of December 31, 1999 and for the five
months then ended.

Restatement of Financial Statements

Subsequent to the issuance of the Company's Condensed Consolidated Financial
Statements as of and for the three and six month periods ended June 30, 2000,
the Company's management determined that (1) the stock-based compensation
expense for the three and six months ended June 30, 2000, (2) the number of
common shares outstanding at June 30, 2000, (3) the weighted-average number of
common shares outstanding for the three and six months ended June 30, 2000 were
incorrect due to certain equity awards not being considered in the preparation
of the Company's interim financial statements, and (4) the value assigned to the
acquired technology and patent application was in excess of the consideration
given. As a result, the accompanying Condensed Consolidated Financial Statements
as of and for the three and six month periods ended June 30, 2000 have been
restated from the amounts previously reported to reflect the appropriate
accounting and reporting of the aforementioned items. The significant effects of
the restatement are disclosed in Note 10 to the Unaudited Condensed Consolidated
Financial Statements. The following discussions give rise to the restated
amounts.



Overview

As described in Note 2 to the Condensed Consolidated Financial Statements, the
accounting applied in the merger of booktech.com, inc., a Nevada corporation
(the "Company") and booktech.com, inc., a Massachusetts corporation
("booktechMass") differs from the legal form. As the Merger was was accounted
for as a capital transaction and was treated as a reverse acquisition, the
historical financial results of the Company prior to the Merger are those of
booktechMass.

The Company is a digital and on-demand publisher of custom textbooks, also known
as coursepacks, which are distributed primarily through college bookstores. The
Company is subject to a number of risks similar to those of other companies in
an early stage of development. Principal among these risks are dependencies on
key individuals, competition from other substitute products and larger
companies, the successful development and marketing of its products and the need
to obtain adequate additional financing necessary to fund future operations.

The Company's business is highly seasonal in nature. More than 75% of its
revenues are generated in the third and fourth quarters of the fiscal year since
that period includes the traditional educational publishing selling season.
Operating losses have historically been greater in the first and second quarters
during a period when publishing revenues are at their lowest levels. See Note 3
to the accompanying Unaudited Condensed Consolidated Financial Statements,
"Concentration of Credit Risk and Major Customers Information.

The discussion below assumes that the Company can continue to do business on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As shown in the
financial statements, during the six months ended June 30, 2000 and 1999, the
Company incurred net losses of $4,608,755 and $1,082,061, respectively. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern.

In addition, the financial statements do not include any adjustments relating to
the recoverability and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern. The Company's
continuation as a going concern is dependent upon its ability to generate
sufficient cash flow to meet its obligations on a timely basis, to comply with
the terms of its financing agreements, to obtain additional financing, and
ultimately to attain profitability.

Results of Operations - Three Months Ended June 30, 2000 and 1999

Net sales increased to $168,009 in 2000 from $61,926 in 1999 due to higher sales
volumes to the Company's largest customer, which accounted for approximately 52%
and 40% of the net sales in 2000 and 1999, respectively. No other single
customer represented 10% or more of sales during 2000 or 1999.

                                       14


<PAGE>



Cost of sales was $351,043 in 2000 compared to $273,875 in 1999. The higher cost
of sales in 2000 was due to an increase in certain fixed production costs as the
Company expands its capacity in anticipation of increased sales levels.

Selling, marketing, and general and administrative expenses (excluding
stock-based compensation) increased to $1,573,924 in 2000 from $416,866 in 1999
due primarily to higher compensation and related benefits and facility costs
associated with the increase in the number of employees hired by the Company to:
(a) build market share in higher education; (b) research and identify new
markets for the Company's products; (c) develop the Company's e-commerce portal
to meet the demand for customized learning materials; and (d) expand the
Company's digital library of educational content. Legal and accounting expenses
also increased due to the costs normally associated with being a public company.

Stock-based compensation expense of $1,413,379 in 2000 represents costs relating
to stock options and restricted stock awards. Additional stock-based
compensation expense will be recorded in the future as the unvested stock
options and restricted stock awards become vested, and as the variable award
options are remeasured at each future reporting date until the options are
exercised, forfeited or expire unexercised.. There were no stock-based
compensation costs in 1999.

Interest expense decreased to $14,497 in 2000 from $56,934 in 1999 due primarily
to the conversion of $2,815,000 of related party debt in conjunction with the
Merger and to the repayment of approximately $884,902 in debt during April 2000.

Interest income increased to $26,679 in 2000 from $102 in 1999 due primarily to
higher average cash balances resulting from the sale of the common stock in
conjunction with the Merger.

Due to the uncertainty that exists regarding the future realization of our Tax
Net Operating loss carryforwards, we have not recorded a net tax asset.

The net loss increased to $3,158,155 in 2000 from $685,647 in 1999, primarily
due to higher selling, marketing and general and administrative expenses and to
the stock-based compensation expenses.

Results of Operations - Six Months Ended June 30, 2000 and 1999

Net sales increased to $492,743 in 2000 from $421,886 in 1999 due to higher
penetration in independent schools. Sales to the Company's largest customer
accounted for approximately 50% and 58% of the net sales in 2000 and 1999,
respectively. No other single customer represented 10% or more of sales during
2000 or 1999.

Cost of sales were $834,415 in 2000 compared to $696,021 in 1999. The higher
cost of sales in 2000 was due to an increase in certain fixed production costs
as the Company expands its capacity in anticipation of increased sales levels,
and to higher average copyright fees due to the mix of coursepacks sold.

Selling, marketing, and general and administrative expenses (excluding
stock-based compensation) increased to $2,534,760 in 2000 from $709,715 in 1999
due primarily to higher compensation and related benefits and facility costs
associated with the increase in the number of employees hired by the Company to:
(a) build market share in higher education; (b) research and identify new
markets for the Company's products; (c) develop the Company's e-commerce portal
to meet the demand for customized learning materials; and (d) expand the
Company's digital library of educational content. Legal and accounting expenses
also increased due to the costs normally associated with being a public company.

Stock-based compensation expense of $1,660,793 in 2000 represents costs relating
to stock options and restricted stock awards. Additional stock-based
compensation expense will be recorded in the future as the unvested stock
options and restricted stock awards become vested, and as the variable award
options are remeasured at each future reporting date until the options are
exercised, forfeited or expire unexercised. There were no stock-based
compensation costs in 1999.

Interest expense of $98,209 in 2000 approximated the $98,313 in 1999.

Due to the uncertainty that exists regarding the future realization of our tax
net operating loss carryforwards, we have not recorded a net tax asset.


                                       15


<PAGE>



The net loss increased to $4,608,755 in 2000 from $1,082,061 in 1999 primarily
due to higher selling, marketing and general and administrative expenses and to
the stock-based compensation costs.

Financial Condition, Liquidity and Capital Resources

To meet its financing needs, the Company has primarily depended upon loans from
stockholders and directors and sales of its common stock. Other sources of
financing have included bank debt and credit from suppliers. The Company has
generally not been in compliance with the provisions contained in certain of its
long-term debt agreements, and accordingly, the amounts outstanding under these
agreements have been classified as a current liability. As such, the Company has
generally operated from a negative working capital position. At June 30, 2000
and December 31, 1999, the Company's current liabilities of $2,810,770 and
$5,438,929, respectively, exceeded its current assets by $1,342,512 and
$5,127,710, respectively.

In conjunction with the Merger, the Company (a) refinanced $2,815,000 of
shareholder and director loans plus $401,171 in related accrued interest by the
issuance of 2,135,301 shares of Series A Preferred Stock; (b) purchased new
technology and a related patent application with the issuance of 1,379,310
shares of common stock; and (c) sold 4,666,667 shares of common stock and
warrants to purchase 833,333 shares of its common stock for an aggregate
purchase price of $7 million, including conversion of the notes payable,
advances and accrued interest owed to Verus Investments Holdings, Inc.

The Company had a cash balance of $1,214,678 at June 30, 2000.

During the three months ended June 30, 2000, the Company's property and
equipment increased by $2.6 million, primarily due to the purchase of a new
management information system. Approximately, $1.6 million of the computer
software and related installation costs were not yet placed in service as of
June 30, 2000. The $2.6 million in capital equipment was financed as follows:
$.8 million in debt, $1.3 million in trade credit and the balance in cash.

On August 2, 2000, the Company entered into an asset purchase agreement with an
unrelated entity to purchase a customer list for $1,300,000. The terms of the
agreement require cash payments of $300,000, payable in four installments, with
the balance of the purchase price to be paid through the issuance of three
tranches of the Company's common stock. In connection with the asset purchase
agreement, the Company entered into a two-year consulting agreement (extendable
for a third year at the option of the Company) with a principal of the selling
entity. The agreement provides for annual cash compensation of $50,000.

Unless the Company can generate a significant level of on-going revenue and
attain adequate profitability in the near-term, it will be necessary to seek
additional sources of equity or debt financing. Although the Company has been
successful in raising financing in the past, there can be no assurance that any
additional financing will be available to the Company on commercially reasonable
terms, or at all. Any inability to obtain additional financing when needed will
have a material adverse effect on the Company, requiring the Company to
significantly curtail or possibly cease its operations. In addition, any
additional equity financing may involve substantial dilution to the interests of
the Company's then existing shareholders.

Recently Issued Accounting Standards

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 for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. The provisions of SFAS No. 133 are effective for periods
beginning after June 15, 2000. The Company is currently evaluating, and has not
determined, the effect, if any, SFAS No. 133 will have on the Company's
financial position and its results of operations. The Company will adopt this
accounting standard on January 1, 2001, as required.

On December 3, 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." SAB No. 101 provides guidance on the recognition, presentation and
disclosure of revenues in financial statements filed with the Securities and
Exchange Commission.

                                       16


<PAGE>



The Company is currently evaluating, and has not determined, the effect, if any,
SAB No. 101 will have on the Company's financial position and its results of
operations. The Company will adopt this accounting standard during the fourth
quarter of 2000, as required.


                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:

11.                Computation of Net Loss Per Common Share

(b)   Reports on Form 8-K

The registrant filed a report on Form 8-K on April 4, 2000 which reported that
EG Acquisitions Corporation, a Nevada corporation, a wholly owned subsidiary of
the Company, merged with and into booktechMass, pursuant to an Agreement and
Plan of Merger dated March 31, 2000 between EG Acquisitions Corporation, the
Company, and booktechMass. Following the Merger, the business of the Company was
the business of booktechMass conducted prior to the Merger. In conjunction with
the Merger, the Company changed its name to booktech.com, inc.

The registrant filed a report on Form 8-K on May 15, 2000 which reported that
the Company appointed Deloitte & Touche LLP as its independent auditors.

The registrant filed a report on Form 8-K on June 16, 2000 which reported that
the purchase of a patent application with shares of the Company's common stock
should not have been reported within the Condensed Consolidated Statement of
Cash Flows contained in the Company's Form 10-QSB for the period ended March 31,
2000.

                                       17


<PAGE>



                                   SIGNATURES

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.

July 2, 2001                                      booktech.com, inc.

                                                    /S/ TED BERNHARDT
                                                  ------------------------------
                                                        Ted Bernhardt
                                                        Chief Financial Officer
                                                        (Principal Financial and
                                                        Accounting Officer)

                                       18


<PAGE>



                                  EXHIBIT INDEX

Exhibit           Description

11.               Computation of Net Loss Per Common Share

                                       19