U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 FORM 10-QSBA/2

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

                  For the Quarterly Period Ended March 31, 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 registrant as specified in its charter)


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

 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                 18,905,748  Shares
           ------------                 ------------------
         $.00042 Par Value        (Outstanding on March 31, 2000)



<PAGE>


                        booktech.com, inc. and Subsidiary

                             INDEX TO FORM 10-QSBA/2


PREFATORY STATEMENT

PART I.   FINANCIAL INFORMATION

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

ITEM 2--Management's Discussion and Analysis ................................ 12

PART II.  OTHER INFORMATION

ITEM 2--Changes in Securities and Use of Proceeds. .......................... 14

ITEM 4--Submission of Matters to A Vote of Security Holders ................. 14

ITEM 6--Exhibits and Reports on Form 8-K .................................... 14

Signatures .................................................................. 15

Exhibit Index. .............................................................. 16



<PAGE>


                               Prefatory Statement
                                to Form 10-QSBA/2
            Amending Form 10-QSB A/1 for quarter ended March 31, 2000

This interim Report on Form 10-QSBA/2 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 months ended March 31, 2000 as
discussed in Note 8 to the Unaudited Condensed Consolidated Financial
Statements.

PART I.   FINANCIAL INFORMATION

                        booktech.com, inc. and Subsidiary

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)


                                                    Three Months Ended March 31,
                                                     --------------------------
                                                        2000(1)         1999
                                                     -----------    -----------

Net sales ........................................   $   324,734    $   359,960

Cost of sales ....................................       483,372        422,146
                                                     -----------    -----------

         Gross margin ............................      (158,638)       (62,186)
                                                     -----------    -----------

Operating expenses:

Selling, Marketing, and General and Administrative
  (excluding stock-based compensation costs of
   $247,414 in 2000) .............................       960,836        292,849

Stock-based compensation .........................       247,414           --
                                                     -----------    -----------

         Total operating expenses ................     1,208,250        292,849
                                                     -----------    -----------

Loss from operations .............................    (1,366,888)      (355,035)

Interest expense to related parties ..............        57,858         40,169
Other interest expense ...........................        25,854          1,210
                                                     -----------    -----------

         Total interest expense ..................        83,712         41,379
                                                     -----------    -----------

Net loss .........................................   $(1,450,600)   $  (396,414)
                                                     ===========    ===========

Net loss per share - basic and diluted ...........   $      (.19)   $      (.07)
                                                     ===========    ===========

Shares used in computing basic and diluted net
  loss per share .................................     7,814,488      6,016,552
                                                     ===========    ===========


(1) Restated. See Note 8.

See Notes to Unaudited Condensed Consolidated Financial Statements.




                                        3

<PAGE>


                        booktech.com, inc. and Subsidiary

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                             March 31, 2000(1) December 31, 1999
                                                             ----------------  -----------------
<S>                                                             <C>             <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents ...................................   $  5,033,132    $     82,753
Accounts receivable, less allowance for returns of $68,600
  in 2000 and $91,700 in 1999 ...............................        167,976         228,466
Other current assets ........................................          6,286            --
                                                                ------------    ------------

Total current assets ........................................      5,207,394         311,219
                                                                ------------    ------------

PROPERTY AND EQUIPMENT, at cost .............................        848,990         808,298
Accumulated depreciation ....................................        (99,865)        (73,928)
                                                                ------------    ------------

Property and equipment, net .................................        749,125         734,370
                                                                ------------    ------------

ACQUIRED TECHNOLOGY AND PATENT APPLICATION ..................        993,103            --
DEPOSITS ....................................................         25,200          25,200
                                                                ------------    ------------

TOTAL .......................................................   $  6,974,822    $  1,070,789
                                                                ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
Current portion of loans from related parties ...............   $    456,276    $  2,953,759
Current portion of other long-term debt .....................        445,837         437,838
Accounts payable ............................................        820,435       1,282,385
Accrued merger costs ........................................        187,426            --
Accrued interest expense to related parties 9,798 ...........          9,798         354,130
Other accrued expenses ......................................        483,880         410,817
                                                                ------------    ------------

Total current liabilities ...................................      2,403,652       5,438,929
                                                                ------------    ------------

LONG-TERM DEBT ..............................................        100,185         591,824
                                                                ------------    ------------
DEFERRED LEASE OBLIGATION ...................................        135,000         146,250
                                                                ------------    ------------

COMMITMENTS AND CONTINGENCIES (NOTE 6)

STOCKHOLDERS' EQUITY (DEFICIENCY):
Convertible preferred stock, Series A .......................            897            --
Convertible preferred stock, Series B .......................            462            --
Common stock ................................................          7,940         760,000
Additional paid-in capital ..................................     11,570,820            --
Deferred compensation .......................................       (114,820)           --
Treasury stock ..............................................           --          (187,500)
Accumulated deficit .........................................     (7,129,314)     (5,678,714)
                                                                ------------    ------------

Total stockholders' equity (deficiency) .....................      4,335,985      (5,106,214)
                                                                ------------    ------------

TOTAL .......................................................   $  6,974,822    $  1,070,789
                                                                ============    ============
</TABLE>


(1) Restated. See Note 8

See Notes to Unaudited Condensed Consolidated Financial Statements.



                                        4

<PAGE>


                        booktech.com, inc. and Subsidiary

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                               Three Months Ended March 31,
                                                                              -------------------------------
                                                                                2000(1)               1999
                                                                              -----------         -----------
<S>                                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ..................................................................   $(1,450,600)        $  (396,414)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization .............................................        25,937              10,171
Stock-based compensation ..................................................       247,414                --
Related party interest expense satisfied by issuing Convertible
Preferred Stock, Series A .................................................        56,839                --
Change in assets and liabilities:
Accounts receivable .......................................................        60,490              31,414
Other current assets ......................................................        (6,286)             (5,622)
Deposits ..................................................................          --                (1,200)
Accounts payable ..........................................................      (461,950)           (123,383)
Accrued expenses to related parties .......................................          --                38,879
Other accrued expenses ....................................................        86,350              19,513
                                                                              -----------         -----------

         Net cash used in operating activities ............................    (1,441,806)           (426,642)
                                                                              -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property and equipment ...................................       (20,268)
Payment of merger costs ...................................................      (401,000)               --
                                                                              -----------         -----------

         Net cash used in investing activities ............................      (421,268)               (615)
                                                                              -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans from related parties ..................................       317,951             460,000
Repayments of loans to related parties ....................................          (434)             (1,227)
Proceeds from other debt financings .......................................     1,500,000                --
Repayments of other debt financings .......................................          --               (12,901)
Decrease in long-term debt obligation .....................................        (4,064)               --
Net proceeds from issuance of common stock ................................     5,000,000                --
                                                                              -----------         -----------

         Net cash provided from financing activities ......................     6,813,453             445,872
                                                                              -----------         -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS .................................     4,950,379              18,615

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

CASH AND CASH EQUIVALENTS, END OF PERIOD ..................................   $ 5,033,132         $    35,028
                                                                              ===========         ===========
</TABLE>


(1) Restated. See Note 8.

See Notes to Unaudited Condensed Consolidated Financial Statements.



                                        5

<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 $1,450,600 and $396,414 in the three-month periods ended March
     31, 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 stockholders. 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,
     at March 31, 2000, the Company was in default on certain provisions of its
     lending agreements. 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 as may be required, 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 stockholders 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. The Company received net cash proceeds of
     5,000,000 from this transaction at the time of the Merger, 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.

     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 continue having 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 stockholders 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.

     The Company is obligated 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.



                                        6

<PAGE>


     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 three months ended March 31, 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.

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                        2000            1999
                                                    -----------     -----------
     Net sales ...................................  $   324,734     $   359,960
     Loss from operations ........................   (1,366,888)       (355,035)
     Net loss ....................................   (1,392,742)       (357,203)
     Net loss attributable to common
       stockholders ..............................   (1,456,801)       (421,262)

     Net loss per common share ...................  $      (.08)    $      (.02)
     Shares used in computing net loss per
       common share...............................   18,739,081      17,062,529


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 presented are not necessarily indicative of
     the expected performance for the entire year.

     Principles of Consolidation - As described in Note 2, the Company completed
     a merger on March 31, 2000 that has been accounted for as a reverse
     acquisition. Accordingly, the Company's consolidated financial statements
     for periods prior to March 31, 2000 represent those of its subsidiary,
     booktechMass, which is considered to be the acquirer for accounting
     purposes. The condensed consolidated balance sheet as of March 31, 2000
     includes the accounts of the Company and its wholly owned subsidiary after
     the elimination of all significant intercompany balances.

     Use of Estimates - The preparation of financial statements in conformity
     with accounting principles generally accepted in the United States of
     America requires management to make estimates and assumptions that affect
     the reported amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the date of the financial statements, and the
     reported amounts of revenues and expenses during the reporting period. Some
     of the areas where estimates are utilized include allowances for doubtful
     accounts and returns, certain accrued expenses, and the valuation allowance
     on deferred tax assets. Actual results could differ from those estimates.

     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 49% and 65% of net sales for the three-month
     periods



                                       7

<PAGE>


3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

     ended March 31, 2000 and 1999, respectively. This same customer accounted
     for 54% and 77% of the accounts receivable at March 31, 2000 and December
     31, 1999, respectively.

     Cash and Cash Equivalents - Cash and cash equivalents include cash on hand,
     cash deposited with banks and highly liquid debt securities with remaining
     maturities of ninety days or less when purchased.

     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 useful lives are
     as follows:

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

     The cost and related accumulated amortization of leased office and computer
     equipment, which have been capitalized, aggregated $109,000 and $6,700,
     respectively at March 31, 2000.

     Impairment of Long-Lived Assets - Recoverability of intangible and other
     long-lived assets is determined periodically by comparing the forecasted,
     undiscounted net cash flows of the operations to which the assets relate to
     their carrying amounts.

     Revenue Recognition - Revenue is recognized at the time of shipment. The
     Company has established programs which, under specified conditions, enable
     customers to return products. The Company provides an allowance for
     estimated sales returns based upon historical data.

     Advertising - Advertising costs are expensed as incurred.

     Stock-Based Compensation - The Company accounts for stock options granted
     to employees 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.

     Income Taxes - The Company accounts for income taxes under SFAS No. 109,
     "Accounting for Income Taxes". Deferred tax assets and liabilities are
     recognized for the future tax consequences attributable to differences
     between the financial statement carrying amounts of existing assets and
     liabilities and their respective tax bases and operating loss and tax
     credit carryforwards. Deferred tax assets and liabilities are measured
     using enacted tax rates expected to apply to taxable income in the years in
     which those temporary differences and carryforwards are expected to be
     recovered or settled. The effect on deferred tax assets and liabilities
     from a change in tax rate is recognized in income in the period that
     includes the enactment date.

     The Company records a valuation allowance against net deferred tax assets
     if, based upon the available evidence, it is more likely than not that some
     or all of the deferred tax assets will not be realized. The ultimate
     realization of deferred tax assets is dependent upon the generation of
     future taxable income and when temporary



                                        8

<PAGE>


     differences become deductible. The Company considers, among other available
     information, uncertainties surrounding the recoverability of deferred tax
     assets, scheduled reversals of deferred tax liabilities, projected future
     taxable income, and other matters in making this assessment.

     Comprehensive Income - Comprehensive income (loss) was equal to net income
     (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 by the
     weighted average number of common shares outstanding during the period.

     Basic and diluted net 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 awards of 4,480,652 (none 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 three-month periods ended March
     31, 2000 and 1999:

                                                                 2000      1999
                                                              ----------  ------

     Cash paid during the period for interest ..............  $     --    $1,290

     Non-Cash 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    --
       Equipment acquired through the issuance of a
         note payable ......................................      20,424    --
       Costs incurred in conjunction with the reverse
         merger ............................................     187,426    --
       Conversion of Verus Investments Holdings, Inc. notes
         payable, advances and related accrued interest
         into Common Stock .................................   2,024,537    --
       Liabilities to the former officers of Ebony & Gold
         Ventures, Inc. forgiven in conjunction with the
         reverse merger ....................................      17,564    --



                                        9

<PAGE>


4.   LONG-TERM DEBT

       Long-term debt consisted of the following at:

                                                       March 31,    December 31,
                                                         2000          1999
                                                       ---------    ----------
         Advance under line of credit ................ $  95,539    $   95,539
         Small Business Administration loans .........    94,818        94,818
         Supplier equipment promissory note ..........   231,254       231,254
         Capital lease obligations ...................   103,987       108,051
         Ford Motor Credit Company ...................    20,424          --
         Purchasers notes payable ....................      --         500,000
                                                       ---------    ----------
                                                         546,022     1,029,662
           Less current portion ......................  (445,837)     (437,838)
                                                       ---------    ----------
         Long-term debt .............................. $ 100,185    $  591,824
                                                       =========    ==========

     Line of Credit - The Company has a revolving line of credit which allows
     borrowings up to $100,000. Interest is charged at the bank's prime rate
     (8.5% at March 31, 2000 and December 31, 1999) plus 2%, and borrowings
     outstanding are collateralized by substantially all of the Company's
     tangible assets. In April 2000, the Company repaid the line in full,
     including the related accrued interest, with the proceeds from the sale of
     Common Stock issued in conjunction with the Merger. The line of credit was
     then cancelled.

     Small Business Administration Loans - On December 14, 1996, the Company
     obtained three Small Business Administration ("SBA") loans in the amounts
     of $30,200, $30,200 and $42,300, which are due on December 14, 2011 and
     have monthly payments of $231, $231 and $323, respectively, including
     interest at 4%, collateralized by the assets of the Company and guaranteed
     by a Company shareholder (subordinated to the line of credit). The SBA
     loans prohibit the Company, without prior written consent from the SBA,
     from repurchasing capital stock, declaring or paying any dividends or
     consolidating or merging with another company. The Company did not obtain
     SBA approval prior to its merger with Ebony & Gold Ventures, Inc. and its
     purchase of treasury stock during the year ended July 31, 1998 and, as
     such, is in violation of the terms of the SBA loans. Accordingly, such
     loans have been classified and included within current long-term debt in
     the accompanying consolidated balance sheets at March 31, 2000 and December
     31, 1999. In April 2000, the Company repaid the SBA Loan, including the
     related accrued interest, with the proceeds from the sale of Common Stock
     issued 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. Monthly payments are $47,940, which
     includes interest at 14.5%. The promissory note is collateralized by
     substantially all of the assets of the Company (subordinated to the line of
     credit). 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 consolidated balance sheets at March 31,
     2000 and 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.

     Capital lease obligations - The Company leases certain equipment under
     noncancelable leases expiring at various dates through 2004. At March 31,
     2000, future minimum lease payments (excluding interest) totaled $103,987,
     of which $19,189 is due within the next twelve (12) months and included
     within current long-term debt in the accompanying condensed consolidated
     balance sheet at March 31, 2000.

     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.



                                       10

<PAGE>


4.   LONG-TERM DEBT (Continued)

     Purchasers' Notes Payable - On December 3 and 20, 1999, the Company
     obtained two promissory notes in the amounts of $250,000 each, bearing an
     annual interest rate of 8%, from the Purchasers, including Verus
     Investments Holdings, Inc. of the 4,666,667 shares of the Company's Common
     Stock. Subsequent to December 31, 1999, the Purchasers loaned an additional
     $1.5 million to the Company. The entire principal and accrued interest was
     converted into the Company's Common Stock on March 31, 2000 in conjunction
     with the Merger. In the event the merger did not occur, the note and
     related accrued interest were convertible into the Company's Common Stock.
     Accordingly, the $500,000 note was classified as a long-term liability at
     December 31, 1999.

5.   STOCKHOLDERS' EQUITY (DEFICIENCY)

     Common Stock -- At March 31, 2000, the Company had authorized 54,523,810
     shares of $.00042 par value common stock, of which 18,905,748 shares were
     issued and outstanding and 5,000,000 shares are reserved for issuance
     pursuant to the Company's 2000 Stock Option Plan. At December 31, 1999,
     booktechMass had authorized 200,000 shares of no par value common stock, of
     which 28,000 shares were issued and 25,000 shares were outstanding.

     Preferred Stock -- At March 31, 2000, the Company had authorized 5,000,000
     shares of Preferred Stock which is issuable in one or more series. At March
     31, 2000, the Company had issued and outstanding 2,135,301 shares of
     $.00042 par value Series A Convertible Preferred Stock (the "Series A")
     with a liquidation preference of approximately $3.2 million and 1,100,000
     shares of $.00042 par value Series B Convertible Preferred Stock (the
     "Series B"). The liquidation preference on the Series A will be increased
     for any accrued, but unpaid, dividends. 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.

     Holders of the Series A have the right and option to convert the preferred
     shares into shares of common stock at any time. The Series A is convertible
     into common stock at a rate of three and one-half (3 1/2) shares of Series
     A for one (1) share of common stock. This initial conversion rate is
     subject to future adjustment for stock splits, stock dividends,
     combinations and other similar events. The holders of the Series A are
     entitled to vote together with the holders of the common stock acting as a
     single class. Each set of three and one half (3 1/2) shares of Series A
     shall have one vote. Dividends on the Series A accrue at the rate of eight
     per cent (8%) of the liquidation preference per share per annum, and are
     payable annually in additional shares of common stock.

     The Series B is junior to the Series A. Within the first year of issuance,
     the holders of the Series B have the right to convert their shares into
     common stock at an initial rate of one (1) share of Series B for each share
     of common stock. This initial conversion rate will be adjusted for future
     stock splits, stock dividends, combinations or other similar events. All
     outstanding shares of Series B will automatically convert into the
     Company's common stock, at the applicable conversion rate, on March 31,
     2001. The Series B holders are entitled to vote together with the holders
     of the common stock acting as a single class and each share of Series B
     shall have six (6) votes. The Series B has no dividend rights.

     Warrants -- In connection with the Merger (Note 2), the Company issued
     warrants to purchase 833,333 shares of the Company's common stock at $1.50
     per share. The warrants are exercisable 120 days after the merger date
     (March 31, 2000) and expire on March 31, 2002.

     Stock Option Plan -- The Company's 2000 Stock Option Plan provides for the
     issuance of nonqualified and incentive stock options to employees,
     consultants and directors to purchase up to 5,000,000 shares of common
     stock. Options vest and become exercisable over a four year period and
     expire in ten years.

     During the three months ended March 31, 2000, the Company granted options
     to purchase 1,425,738 shares of its common stock at a weighted-average
     exercise price of $.65 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 three months ended March 31, 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 339,081 restricted stock
     awards to certain employees during the three months ended March 31, 2000
     and recorded compensation expense of $75,000.

     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 expired without exercise.

     The Company recorded stock-based compensation expense of $247,414 during
     the three months ended March 31, 2000 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 $114,820 at
     March 31, 2000 is amortized to expense, and as the variable award options
     are remeasured at each future reporting date.

6.   COMMITMENTS

     Consulting Agreement -- 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 days
     written notice.

     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 $180,000 being reported in each of the accompanying 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. Subsequent to March 31, 2000, an executive of Xerox joined the
     Company's Board of Directors.


                                       11


<PAGE>


7.   TRANSACTIONS WITH RELATED PARTIES

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

     On March 31, 2000, the Company received $317,951 in advances from a
     shareholder. The $317,951 was repaid on April 3, 2000 following completion
     of the Merger.

     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, certain
     related party loans and accrued interest totaling $3,216,171 owed by the
     Company were converted into 2,135,301 shares of Series A Preferred Stock.
     The Company also sold to certain investors (the "Purchasers") 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.

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

     On April 7, 2000, the Company repaid $148,123 in principal and accrued
     interest on loans from stockholders using a portion of the proceeds
     received from the sale of the Common Stock in conjunction with the Merger.

8.   RESTATEMENT

     Subsequent to the issuance of the Company's Condensed Consolidated
     Financial Statements as of and for the three month period ended March 31,
     2000 included within Form 10-QSBA/1 filed on August 11, 2000, the Company's
     management determined that (1) the stock-based compensation expense for the
     three months ended March 31, 2000, (2) the number of shares outstanding at
     March 31, 2000, (3) the weighted-average number of shares outstanding for
     the three months ended March 31, 2000 was incorrect due to certain equity
     awards not being considered in the preparation of the Company's interim
     financial statement 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 month period ended March 31, 2000 have been restated from
     the amounts previously reported on Form 10-QSBA/1 to reflect the
     appropriate accounting and reporting of the aforementioned items. The
     significant effects of the restatement are as follows:

                                                        As
                                                    Previously
                                                     Reported     As Restated
                                                    -----------   -----------
     At March 31, 2000
     Acquired technology and patent application     $ 2,068,965   $   993,103
     Common stock                                         7,798         7,940
     Additional paid-in capital                      12,701,832    11,570,820
     Deferred compensation                                 --        (114,820)
     Accumulated deficit                             (7,299,142)   (7,129,314)
     Number of shares outstanding                    18,566,667    18,905,748

     For the three months ended March 31
     Stock-based compensation expense               $   417,242   $   247,414
     Loss from operations                            (1,536,716)   (1,366,888)
     Net loss                                        (1,620,428)   (1,450,600)
     Net loss per share - basic and diluted               (0.21)        (0.19)

     Shares used in computing basic and diluted
       net loss per common share                      7,643,423     7,814,488

9.   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 months ended March 31:

                                                       2000           1999
                                                    -----------    ----------
     NUMERATOR:
       Net loss ..................................  $(1,450,600)   $ (396,414)
       Preferred stock dividends..................         --           --
                                                    -----------    ----------
       Net loss attributable to common
         stockholders ............................  $(1,450,600)   $ (396,414)
                                                    -----------    ----------

     DENOMINATOR:
       Weighted average number of common shares
         outstanding:
           Common stock ..........................    7,814,488     6,016,552
           Effect of potentially dilutive common
             shares...............................         --           --
                                                    -----------    ----------
                Total.............................    7,814,488     6,016,552
                                                    -----------    ----------


                                       12

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Safe Harbor Statement

Certain statements in this Form 10-QSBA/2, including information set forth under
Item 2 Management's Discussion and Analysis contain 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.

Restatement of Financial Statements

Subsequent to the issuance of the Company's Condensed Consolidated Financial
Statements as of and for the three month period ended March 31, 2000 included
within Form 10-QSBA/1 filed on August 11, 2000, the Company's management
determined that (1) the stock-based compensation expense for the three months
ended March 31, 2000, (2) the number of shares outstanding at March 31, 2000,
(3) the weighted-average number of shares outstanding for the three months ended
March 31, 2000 was 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 Company's Condensed Consolidated
Financial Statements as of and for the three month period ended March 31, 2000
have been restated from the amounts previously reported on Form 10-QSBA/1 to
reflect the appropriate accounting and reporting of the aforementioned items.
The significant effects of the restatement are disclosed in Note 8 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 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 seasonable in nature. More than 75% of its
revenues are generated in the third and fourth quarters of its 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."

Results of Operations - Three Months Ended March 31, 2000 and 1999

Net sales were $324,734 in 2000 compared to $359,960 in 1999. Lower net sales of
$35,194 were principally due to lower volume associated with one customer,
Barnes & Noble College Bookstores, which accounted for approximately 49% and 65%
of the total 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 $483,372, or 148.9% of net sales, in 2000 compared to
$422,146, or 117.3% of net sales, in 1999. The higher cost of sales percentage
in 2000 was primarily 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 costs) increased to $960,836 from $292,849 in 1999 due
to compensation and facility costs associated with the increase in the number of
employees hired by the Company to: (1) attempt to build market share in higher
education and research and identify new markets for the Company's products; (2)
develop the Company's e-commerce portal to meet the demand for customized
learning materials; and (3) expand the Company's digital library of educational
content.

Stock-based compensation expense of $247,414 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.



                                       13

<PAGE>


Interest expense increased to $83,712 in 2000 from $41,379 in 1999 due to higher
average borrowing levels and an increase in the prime interest rate. Since
virtually all of the accrued interest expense due to related parties was
converted into Common Stock in conjunction with the Merger, most of the interest
expense during the three months ended March 31, 2000 and 1999 will not require
an outlay of cash.

The net loss increased to $1,450,600 in 2000 from $396,414 in 1999, primarily
due to expenditures made to position the Company for future growth 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.

In conjunction with the Merger, the Company (1) refinanced $2,815,000 of
stockholder and director loans plus $401,171 in related accrued interest with
the issuance of 2,135,301 shares of Series A Preferred Stock; (2) purchased new
technology and a related patent application with the issuance of 1,379,310
shares of common stock; and (3) 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 and
advances owed to Verus Investments Holdings Inc. As a result, the Company had a
cash balance of $5,033,132 and a positive working capital of $2,803,742 at March
31, 2000.

In April 2000, the Company repaid $906,670 in outstanding debt, plus accrued
interest, using a portion of the proceeds received from the sale of the Common
Stock. The repayments included $466,074 of principal and accrued interest due to
related parties.

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 stockholders.

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. 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.



                                       14

<PAGE>


                           PART II. OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

In conjunction with the Merger, the Company sold 4,666,667 shares of its common
stock at $1.50 per share pursuant to Section 4(2) of the Securities Act of 1933,
as amended, and warrants to purchase 833,333 shares of Common Stock for an
aggregate purchase price of $7 million including conversion of the notes payable
and advances owed to Verus Investments Holdings, Inc. The Purchasers also
received warrants to purchase an additional 833,333 shares of the Company's
common stock at an exercise price of $1.50 per share. The proceeds from the sale
will be used for working capital and general corporate or other purposes as the
Company may determine from time to time in its discretion.

In addition, in connection with the Merger, the Company purchased technology and
a related patent application from Virtuosity Press LLC, a Delaware Limited
Liability Company, in exchange for 1,379,310 shares of the Company's Common
Stock.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At a Special Meeting of Stockholders of booktech.com, inc. on March 7, 2000 duly
adjourned and reconvened on March 30, 2000, stockholders holding approximately
80% of the common shares outstanding approved the following matters: (i) a
change of name from Ebony & Gold Ventures, Inc., to "booktech.com, inc."; (ii)
the authorization of a class of Preferred Stock in such series and with such
rights, privileges and preferences as the Board of Directors may determine from
time to time; (iii) the increase of the number of the Company's authorized
Directors to seven (7); and (iv) the Company's 2000 Stock Option Plan.

Only stockholders of record at the close of business on February 25, 2000 (the
"Record Date") were entitled to notice of and to vote at the Meeting.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

     10.1   2000 Stock Option Plan (The Plan is incorporated by reference to the
            Schedule 14A Proxy Statement filed by booktech on February 28, 2000)

     10.2   Oracle Software License and Services Agreement

     10.3   Oracle Time & Materials Contract Student Portal Development

     10.4   Oracle Time & Materials Contract Fast Forward ERP Development

     10.5   Oracle time & Materials Contract Professor Portal Development

     10.6   Consulting Agreement with Verus International Ltd.

     11.1   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 conducted by
     booktechMass 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.



                                       15

<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)













                                       16

<PAGE>


                               EXHIBIT INDEX


Exhibit     Description
-------     -----------

10.1        2000 Stock Option Plan (Incorporated by reference)

10.2        Oracle Software License and Service Agreement

10.3        Oracle Time and Materials Contract Student Portal Development

10.4        Oracle Time and Materials Contract Fast Forward ERP Development

10.5        Oracle Time and Materials Contract Professor Portal Development

10.6        Consulting Agreement with Verus International Ltd.

11.1        Computation of Net Loss Per Common Share