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 September 30, 2000

[ ] 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
----------------- ----------------------------------
$.00042 Par Value (Outstanding on November 14, 2000)

booktech.com, inc. and Subsidiary

INDEX TO FORM 10-QSBA/1

PART I. FINANCIAL INFORMATION

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

ITEM 2--Management's Discussion and Analysis......................................................................... 15

PART II. OTHER INFORMATION

ITEM 2 Changes in Securities and use of Proceeds.................................................................... 19

ITEM 6--Exhibits and Reports on Form 8-K............................................................................. 19

Signatures........................................................................................................... 20

Exhibit Index ....................................................................................................... 21

PART I. FINANCIAL INFORMATION

Prefatory Statement
to Form 10-QSBA/1
Amending Form 10-QSB for quarter ended September 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 nine months ended September 30,
2000 as discussed in Note 11 to the Unaudited Condensed Consolidated Financial
Statements.

booktech.com, inc. and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

Three Months Ended September 30,
------------------------------------
2000 (1) 1999
-------- ----

Net sales .......................................................................... $ 1,019,108 $ 866,774
Cost of sales ...................................................................... 905,462 774,580
------------ ------------
Gross margin ............................................................ 113,646 92,194
------------ ------------

Operating expenses:
Selling, marketing and general and administrative (excluding
stock-based compensation costs of $467,372 in 2000) ................................ 1,764,532 506,424
Stock-based compensation ........................................................... 467,372 --
------------ ------------
Total operating expenses ................................................ 2,231,904 506,424
------------ ------------

Loss from operations ............................................................... (2,118,258) (414,230)
------------ ------------

Interest expense to related parties ................................................ 3,055 63,677
Other interest expense ............................................................. 37,670 15,487
------------ ------------
Total interest expense .................................................. 40,725 79,164
------------ ------------

Interest income .................................................................... 3,618 --
------------ ------------
Net loss ........................................................................... (2,155,365) (493,394)

Accrued dividends on preferred stock ............................................... 65,483 --
------------ ------------

Net loss attributable to common stockholders ...................................... $ (2,220,848) $ (493,394)
============ ============
Net loss attributable to common stockholders per share -- basic
and diluted ........................................................................ $ (0.12) $ (0.08)
============ ============

Shares used in computing basic and diluted net loss per share ...................... 18,896,993 6,016,552
============ ============

(1) Restated. See Note 11.

See Notes to Unaudited Condensed Consolidated Financial Statements.

booktech.com, inc. and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

Nine Months Ended September 30,
-------------------------------
2000 (1) 1999
-------- ----

Net sales .......................................................................... $ 1,511,851 $ 1,288,660
Cost of sales ...................................................................... 1,739,877 1,470,601
------------ ------------
Gross margin ............................................................ (228,026) (181,941)
------------ ------------

Operating expenses:
Selling, marketing and general and administrative (excluding
stock-based compensation costs of $2,128,165 in 2000) .............................. 4,299,292 1,216,139
Stock-based compensation ........................................................... 2,128,165 --
------------ ------------
Total operating expenses ................................................ 6,427,457 1,216,139
------------ ------------
Loss from operations ............................................................... (6,655,483) (1,398,080)
------------ ------------

Interest expense to related parties ................................................ 60,913 154,360
Other interest expense ............................................................. 78,021 23,117
------------ ------------
Total interest expense .................................................. 138,934 177,477
------------ ------------
Interest income .................................................................... 30,297 102
------------ ------------
Net loss ........................................................................... (6,764,120) (1,575,455)

Accrued dividends on preferred stock ............................................... 130,254 --
------------ ------------
Net loss attributable to common stockholders ....................................... $ (6,894,374) $ (1,575,455)
============ ============

Net loss attributable to common stockholders per share - basic
and diluted ........................................................................ $ (0.45) $ (0.26)
------------ ------------

Shares used in computing basic and diluted net loss per share ...................... 15,164,145 6,016,552
============ ============

(1) Restated. See Note 11.

See Notes to Unaudited Condensed Consolidated Financial Statements.

booktech.com, inc. and Subsidiary

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

September 30, 2000 (1) December 31, 1999
---------------------- -----------------

ASSETS

CURRENT ASSETS:
Cash and cash equivalents....................................................... $ 133,589 $ 82,753
Accounts receivable, less allowance for returns of $100,000 in
2000 and $92,000 in 1999........................................................ 735,184 228,466
Inventory....................................................................... 13,378 --
Other current assets............................................................ 72,450 --
------------- -----------

Total current assets............................................................ 954,601 311,219
------------- -----------

PROPERTY AND EQUIPMENT, at cost................................................. 4,258,965 808,298
Accumulated depreciation........................................................ (236,226) (73,928)
------------- -----------

Property and equipment, net..................................................... 4,022,739 734,370
------------- -----------

INTANGIBLE ASSETS, NET.......................................................... 1,988,740 --

DEPOSITS AND OTHER ASSETS....................................................... 355,500 25,200
------------- -----------

TOTAL........................................................................... $ 7,321,580 $ 1,070,789
============= ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
Current portion of long-term debt............................................... $ 812,911 $ 437,838
Notes payable to related parties................................................ 600,000 2,953,759
Accounts payable................................................................ 3,513,813 1,282,385
Accrued payroll and other expense............................................... 592,803 410,817
Accrued interest expense to related parties..................................... -- 354,130
------------- -----------

Total current liabilities....................................................... 5,519,527 5,438,929
------------- -----------

LONG-TERM DEBT.................................................................. 86,337 591,824
------------- -----------
DEFERRED LEASE OBLIGATION....................................................... 112,500 146,250
------------- -----------

COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS' EQUITY (DEFICIENCY):
Convertible preferred stock, Series A........................................... 897 --
Convertible preferred stock, Series B........................................... 462 --
Common stock.................................................................... 8,041 760,000
Additional paid-in capital...................................................... 14,085,667 --
Deferred compensation........................................................... (49,017) --
Treasury stock.................................................................. -- (187,500)
Accumulated deficit............................................................. (12,442,834) (5,678,714)
------------- -----------

Total stockholders' equity (deficiency)......................................... 1,603,216 (5,106,214)
------------- -----------

TOTAL........................................................................... $ 7,321,580 $ 1,070,789
============= ===========

(1) Restated. See Note 11.

See Notes to Unaudited Condensed Consolidated Financial Statements.

booktech.com, inc. and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

Nine Months Ended September 30,
------------------------------
2000 (1) 1999
----------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................................................ $(6,764,120) $(1,575,455)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization................................................... 196,630 50,173
Stock-based compensation........................................................ 2,128,165 --
Related party interest expense satisfied by issuing Convertible
Preferred Stock, Series A....................................................... 56,839 --
Change in assets and liabilities:
Accounts receivable, net........................................................ (506,718) (333,485)
Inventory....................................................................... (13,378) --
Other current assets............................................................ (72,450) (25,236)
Deposits and other assets....................................................... (330,300) (25,200)
Accounts payable................................................................ 379,777 (137,144)
Accrued payroll and other expense............................................... 206,523 96,086
Accrued expenses to related parties............................................. (9,798) 152,667
Deferred lease obligation....................................................... (33,750) 157,500
----------- -----------

Net cash used in operating activities.............................. (4,762,580) (1,640,094)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property and equipment......................................... (1,029,700) (19,922)
Payment of merger costs......................................................... (588,426) --
----------- -----------

Net cash used in investing activities.............................. (1,618,126) (19,922)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans from related parties........................................ 817,951 1,570,000
Repayments of loans to related parties.......................................... (456,710) (18,000)
Proceeds from other debt financings............................................. 1,500,000 230,917
Repayments of other debt financings............................................. (429,699) --
Net proceeds from issuance of common stock...................................... 5,000,000 --
----------- -----------

Net cash provided from financing activities........................ 6,431,542 1,782,917
----------- -----------

NET INCREASE IN CASH AND EQUIVALENTS............................................ 50,836 122,901

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

CASH AND CASH EQUIVALENTS, END OF PERIOD........................................ $ 133,589 $ 139,314
=========== ===========

(1) Restated. See Note 11.

See Notes to Unaudited Condensed Consolidated Financial Statements.

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
$6,764,120 and $1,575,455 in the nine months ended September 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 8, 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 obtain
additional financing or refinancing, generate sufficient cash flow through
increased net sales to meet its obligations on a timely basis, comply with its
financing agreements, 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.

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 was 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 fourth quarter
of 2000, subject to consummation of certain financing transactions currently
under consideration.

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 nine months ended September 30, 2000 and 1999
assuming the merger had occurred on January 1, 2000 and 1999, respectively.
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.

Nine Months Ended
September 30,
-------------------------------
2000 1999
----------- -----------

Net Sales........................................................ $ 1,511,851 $ 1,288,660
Loss from operations............................................. (6,655,483) (1,415,269)
Net loss......................................................... (6,707,641) (1,442,168)
Net loss attributable to common stockholders..................... (6,902,666) (1,636,482)

Net loss attributable to common stockholders per
share - basic and diluted................................... $(0.37) $(.10)
Shares used in computing basis and diluted net loss
per common share............................................ 18,792,385 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
interim 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.

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 33% and 76% of net sales for the three months ended September 30, 2000 and
1999, respectively, and 32% and 57% of net sales for the nine months ended
September 30, 2000 and 1999, respectively. This same customer accounted for 43%
and 77% of the accounts receivable at September 30, 2000 and December 31, 1999,
respectively.

Inventory - Inventory stated at the lower of cost (determined on a first in
first out basis) or market.

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

Property and equipment consisted of the following at:

September 30, 2000 December 31, 1999
------------------ -----------------

Computer software.......................................... $2,647,799 $314,491
Office and computer equipment.............................. 1,233,645 263,241
Furniture and fixtures..................................... 229,642 149,934
Leasehold improvements..................................... 80,963 80,632
Vehicles................................................... 66,916 --
---------- --------

Total property and equipment........................ 4,258,965 808,298
Less accumulated depreciation and amortization... (236,226) (73,928)
---------- --------

Property and equipment, net........................... $4,022,739 $734,370
========== ========

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. The
Company had $2,596,075 of computer software and related installation costs at
September 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
nine months ended September 30, 2000.

Intangible Assets - Intangible assets are recorded at cost and are amortized on
a straight-line basis over their estimated useful life.

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.

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 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 4,684,652 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 adoption of SFAS No. 133 is not expected to have a material effect
on the company's financial position or the results of its operations, as the
company has not utilized such instruments to date. 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 nine-month periods ended September
30, 2000 and 1999:

Nine Months Ended September 30,
-------------------------------
2000 1999
---------- --------

Cash paid during the period for interest.................................................. $ 24,898 $ 38,550

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 --

Property and equipment acquired through the issuance of debt and trade
credit.......................................................................... 2,625,967 --
Customer list of Copytron, Inc. acquired through the issuance of debt, trade
credit and common stock......................................................... 824,969 --
Liabilities to the former officers of Ebony & Gold Ventures, Inc. forgiven in
conjunction with the reverse merger.............................................. 17,564 --
Conversion of related party loans and accrued interest into common stock.................. -- 500,000

Conversion of accounts payable into long-term debt........................................ -- 406,514

Preferred Stock Liquidation Preferences - In the event of any liquidation,
dissolution or winding up of the Company, either voluntary or involuntary (a
"Liquidation Event"), 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. Dividends on the Series A preferred stock accrue daily at the annual
rate of 8%. At September 30, 2000 the liquidation preference approximated $3.3
million. In the event of a Liquidation Event, 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.

4. INTANGIBLE ASSETS

Intangible assets consisted of the following at:

September 30, December 31,
2000 1999
------------- ------------

Acquired technology and patent application................... $ 993,103 $ --
Customer list of Copytron, Inc............................... 1,029,969 --
---------- -------

2,023,072 --
Less accumulated amortization........................... (34,332) --
---------- -------

Intangible assets, net....................................... $1,988,740 $ --
========== =======

Acquired Technology and Patent Application - In conjunction with the Merger, the
Company purchased technology and a related patent application from Virtuosity
Press LLC in exchange for 1,379,310 shares of common stock (Note 2). The Company
has not received approval of the patent. Accordingly, no amortization of the
asset has been recorded in the accompanying Condensed Consolidated Financial
Statements as of September 30, 2000. When approval of the patent is received,
the Company will determine the useful life of the patent, and begin amortization
of the purchase cost on a straight-line basis over the useful life.

Customer List of Copytron, Inc. - 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 the $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.

5. LONG-TERM DEBT

Long-term debt consisted of the following at:

September 30, December 31,
2000 1999
------------- ------------

Computer equipment promissory notes............................... $ 780,954 $ --
Capital lease obligations......................................... 99,964 108,051
Ford Motor Credit Company......................................... 18,330 --
Purchasers notes payable.......................................... -- 500,000
Equipment supplier promissory note................................ -- 231,254
Advance under line of credit...................................... -- 95,539
Small Business Administration loans............................... -- 94,818
--------- ----------

899,248 1,029,662
Less current portion.............................. (812,911) (437,838)
--------- ----------

Long-term debt.......................................... $ 86,337 $ 591,824
========= ==========

Computer Equipment Promissory Notes - During the nine months ended September 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. The Company is in arrears and is accordingly in default on certain
provisions of these notes. Accordingly, the Company has classified these notes
within the current portion of long-term debt in the accompanying condensed
consolidated September 30, 2000 balance sheet.

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 $26,450 is due within the next twelve (12)
months and included within the current portion of long-term debt in the
accompanying condensed consolidated September 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
the current portion of 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.

6. STOCK-BASED COMPENSATION

During the nine months ended September 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
the 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 of the options granted during the nine months
ended September 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 nine months
ended September 30, 2000 and recorded compensation expense of $142,200.

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 $467,372 and $2,128,165
during the three and nine months ended September 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 $49,017 at September 30, 2000 is amortized to expense, and as
the variable award options are remeasured at each future reporting date.

On August 31, 2000, the Company engaged an outside financial advisor to provide
assistance relating to corporate finance and other financial services matters,
particularly assistance in its efforts to secure additional financing. In
addition to a retainer of $15,000, the Company granted warrants to the financial
advisor to purchase 200,000 shares of the Company's common stock for $3.75 per
share. The fair value of the warrants of $402,143 was measured using the
Black-Scholes option pricing model based on a quoted market price of the
Company's common stock of $3.75 per share at the date of grant; a risk-free rate
of 5.84%; an expected warrant life of 2.5 years; no dividends; and a volatility
of 85%.

7. COMMITMENTS AND CONTINGENCIES

In connection with the purchase of the customer list on August 2, 2000, the
Company is required to issue additional shares of common stock on August 2, 2001
and 2002, up to a maximum fair market value of $150,000 on each date, if the
revenues generated from the customer list and related assets for the 12 month
periods ended August 1, 2001 and August 1, 2002 exceed $700,000 and $1.3
million, respectively. The Company is also obligated to make additional payments
in cash or by the issuance of additional common stock if the market value of the
Company's common stock does not meet specified targets on certain dates. In
addition, the Company also entered into a two-year consulting agreement
(extendable for a third year at the option of the Company) with a principal of
Copytron. The agreement provides for annual cash compensation of $50,000. (See
Note 4).

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 September 30, 2000 totaled $45,000 and are included in accounts
payable in the accompanying condensed consolidated September 30, 2000 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 $157,500 and
$180,000 being reported in the accompanying respective September 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.

8. TRANSACTIONS WITH RELATED PARTIES

Stockholders' Notes Payable - Prior to the merger the Company was financed
principally by loans from shareholders.

During the quarter ended September 30, 2000, Verus Investments Holdings, Inc.
has advanced an additional $500,000 of interim financing to the Company to fund
its working capital needs. The advances are unsecured, due on demand and carry
interest at a rate of 8% per annum.

On August 2, 2000, in connection with its purchase of the customer list (Note
4), the Company issued a promissory note to Copytron for $200,000, of which
$100,000 was outstanding at September 30, 2000. The promissory note was due in
full on October 9, 2000. The promissory note is collateralized by the customer
list. The Company paid $25,000 against the obligation due on October 9, 2000 and
the $75,000 balance remains unpaid as of November 14, 2000. Accordingly, the
Company is in default under the promissory note.

On March 31,2000 the company received $317,951 in advances from a shareholder.
During the nine months ended September 30,2000, the Company repaid $466,508 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.

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 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.

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

One member of the Company's Board of Directors serves in an executive capacity
with the holder of the equipment supplier promissory note. See equipment
supplier note as described in Note 5.

9. LEGAL PROCEEDINGS

On September 29, 2000 Advisex Technologies, LLC filed a complaint against
booktech.com, inc. in Middlesex Superior Court for breach of terms of their
contracts with Advisex in the amount of $408,000. On October 6, 2000
booktech.com, inc. made a partial payment of $124,000 to Advisex. On October 11,
2000 Advisex Technologies, LLC allowed an extension through November 29, 2000
for booktech.com, inc. to file a response to the complaint.

10. SUBSEQUENT EVENT

From October 1, 2000 through November 13, 2000, Verus Investments Holdings, Inc.
advanced an additional $450,000 in interim financing to the Company to fund its
working capital needs. These advances are unsecured, due on demand and carry
interest at a rate of 8% per annum.

11. RESTATEMENT

Subsequent to the issuance of the Company's Condensed Consolidated Financial
Statements as of and for the three and nine month periods ended September 30,
2000, the Company's management determined that (1) the stock-based compensation
expense for the three and nine months ended September 30, 2000, (2) the number
of common shares outstanding at September 30, 2000, (3) the weighted-average
number of common shares outstanding for the three and nine months ended
September 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 nine month periods
ended September 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:

As
Previously
Reported As Restated
---------- -----------

At September 30, 2000:

Acquired technology and patent application $ 2,068,965 $ 993,103
Common stock 7,899 8,041
Additional paid-in capital 13,816,624 14,085,667
Deferred compensation -- (49,017)
Accumulated deficit (11,146,804) (12,442,834)
Number of common shares outstanding 18,806,965 19,146,546

For the three months ended September 30, 2000:

Stock-based compensation expense $ 402,143 $ 467,372
Loss from operations (2,053,029) (2,118,258)
Net loss (2,090,136) (2,155,365)
Net loss attributable to common stockholders (2,155,619) (2,220,848)

Shares used in computing basic and diluted net loss per common share 18,274,079 18,896,993

For the nine months ended September 30, 2000:

Stock-based compensation expense $ 832,135 $ 2,128,165
Loss from operations (5,359,453) (6,655,483)
Net loss (5,468,090) (6,764,120)
Net loss attributable to common stockholders (5,598,344) (6,894,374)
Net loss per share - basic and diluted (0.37) (0.45)

Shares used in computing basic and diluted net loss per common share 15,018,865 15,164,145

12. 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 nine months ended September 30:

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

NUMERATOR
Net loss ................................................. $(2,155,365) $ (493,394)
Preferred stock dividends ................................ (65,483) --
----------- -----------
Net loss attributable to common stockholders ............. $(2,220,848) $ (493,394)
----------- -----------

DENOMINATOR
Weighted average number of common shares outstanding:
Common stock ........................................... 18,896,993 6,016,552
Effect of potentially dilutive common shares ........... -- --
---------- ---------
Total ................................................ 18,896,993 6,016,552
========== =========

Nine months ended September 30:

NUMERATOR
Net loss ................................................. $(6,764,120) $(1,575,455)
Preferred stock dividends ................................ (130,254) --
----------- -----------
Net loss attributable to common stockholders ............. $(6,894,374) $(1,575,455)
----------- -----------

DENOMINATOR
Weighted average number of common shares outstanding:
Common stock ........................................... 15,164,145 6,016,552
Effect of potentially dilutive common shares ........... -- --
---------- ---------
Total ................................................ 15,164,145 6,016,552
========== =========

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, 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. Further reference should be made to the our
audited financial statements as of December 31, 1999 and for the five months
then ended.

Restatement of Financial Statements

Overview

As described in Note 2 to the Unaudited 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 accounted for as
a capital transaction and was treated as a reverse acquisition, our historical
financial results prior to the Merger are those of booktechMass.

We are a digital and on-demand publisher of custom textbooks, also known as
coursepacks, which are distributed primarily through college bookstores. We are
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 our operations.

Our business is highly seasonal in nature. More than 75% of our revenues are
normally generated in the third and fourth quarters of the fiscal year since
that period includes the traditional educational publishing selling season.
Accordingly, our operating losses have generally 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 Customer
Information."

The discussion below assumes we 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 our financial
statements, we incurred net losses of $6,764,120 and $1,575,455 during the nine
months ended September 30, 2000 and 1999, respectively. Moreover, at September
30, 2000 and December 31, 1999, our current liabilities of $5,519,527 and
$5,438,929, respectively, exceeded our current assets by $4,564,926 and
$5,127,710, respectively, and a majority of our accounts payable at September
30, 2000 are beyond the normal payment terms. As discussed in Notes 5 and 8, the
Company was in default on certain provisions of its loan agreements. We are
currently seeking additional financing to fund our operations. We can give no
assurance that we will be able to secure new financing in an amount that is
required or on terms that are acceptable to us. These factors, among others,
raise substantial doubt about our ability to continue as a going concern.

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

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

Net sales increased 17.6% to $1,019,108 in 2000 from $866,774 in 1999 due to new
business associated with our acquisition of the customer list from Copytron,
Inc. ("Copytron"). One customer accounted for 33% and 76% of net sales for the
three months ended September 30, 2000 and 1999, respectively. No other single
customer represented 10% or more of sales during 2000 or 1999.

Cost of sales were $905,462, or 88.8% of net sales, in 2000 compared to $774,580
or 89.4% of net sales, in 1999. The cost of sales percentage in 2000 is
comparable to the prior year period.

Selling, marketing, and general and administrative expenses (excluding
stock-based compensation) increased 248.4 % to $1,764,532 in 2000 from $506,424
in 1999 due primarily to higher compensation and related benefits and facility
costs associated with an increase in the number of employees we hired to: (a)
build market share in higher education; (b) research and identify new markets
for our products; (c) develop our e-commerce portal to meet the demand for
customized learning materials; and (d) expand our 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 $467,372 in 2000 represents costs relating
to vested stock options, restricted stock awards and the fair market value of
the 200,000 common stock warrants granted to an outside financial advisor
assisting us in our current efforts to secure additional financing. 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 $40,725 in 2000 from $79,164 in 1999 primarily due
to lower debt levels resulting from the conversion of $2,815,000 of related
party debt in conjunction with the Merger and to the repayment of approximately
$886,409 in debt during the nine months ended September 30, 2000.

Interest income was $3,618 in 2000 due to higher cash balances. There was no
interest income 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.

The net loss increased to $2,155,365 in 2000 from $493,394 in 1999, primarily
due to higher selling, marketing and general and administrative expenses and to
the stock-based compensation costs.

Results of Operations - Nine Months Ended September 30, 2000 and 1999

Net sales increased 17.3% to $1,511,851 in 2000 from $1,288,660 in 1999
primarily due to new business associated with our acquisition of the customer
list from Copytron. One customer accounted for 32% and 57% of net sales for the
nine months ended September 30, 2000 and 1999, respectively. No other single
customer represented 10% or more of sales during 2000 or 1999.

Cost of sales were $1,739,877, or 115.1% of net sales, in 2000 compared to
$1,470,601, or 114.1% of net sales, in 1999. The higher cost of sales in 2000
was primarily due to an increase in certain fixed production costs as we
continue to expand our capacity in anticipation of increased sales levels.

Selling, marketing, and general and administrative expenses (excluding
stock-based compensation) increased 253.5% to $4,299,292 in 2000 from $1,216,139
in 1999 due primarily to higher compensation and related benefits and facility
costs associated with an increase in the number of employees we hired to: (a)
build market share in higher education; (b) research and identify new markets
for our products; (c) develop our e-commerce portal to meet the demand for
customized learning materials; and (d) expand our 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 $2,128,165 in 2000 represents costs relating
to vested stock options, restricted stock awards and the fair market value of
the 200,000 common stock warrants granted to an outside financial advisor
assisting us in our current efforts to secure additional financing. 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 $138,934 in 2000 from $177,477 in 1999 primarily
due to lower debt levels resulting from the conversion of $2,815,000 of the
related party debt in conjunction with the Merger and to the repayment of
approximately $886,409 in debt during the nine months September 30, 2000.

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 $6,764,120 in 2000 from $1,575,455 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 our financing needs, we have depended primarily upon loans from our
stockholders and directors and sales of our common stock. We have also issued
common stock to finance the purchase certain assets and granted common stock
awards to employees and non-employees as consideration for their services. Other
sources of financing have included trade credit from suppliers and bank debt.

As shown in our financial statements, we incurred net losses of $6,764,120 and
$1,575,455 during the nine months ended September 30, 2000 and 1999,
respectively and our cash balance at September 30, 2000 was $133,589. Our
current liabilities at September 30, 2000 and December 31, 1999 of $5,519,527
and $5,438,929, respectively, exceeded our current assets at those dates by
$4,564,926 and $5,127,710, respectively. Moreover, a majority of our accounts
payable at September 30, 2000 were beyond their normal payment terms. As
discussed in Notes 5 and 8, the Company was in default on certain provisions of
its loan agreements. Accordingly, we are currently seeking additional financing
to fund our operations.

Until new financing can be secured on a more permanent basis, we will require
interim financing. Verus Investments Holdings, Inc. one of our stockholders, has
provided $950,000 in interim financing over the past three months, including
$500,000 advanced during the quarter ended September 30, 2000 which is included
in the accompanying Condensed Consolidated Balance Sheet.

During the nine months ended September 30, 2000, our property and equipment
increased by $3.5 million, primarily due to the purchase of a new management
information system. Approximately, $2.6 million of the computer software and
related installation costs were not yet placed in service as of September 30,
2000. The total $3.5 million of property and equipment purchases was financed as
follows: $.8 million in debt, $1.7 million in accounts payable and $1.0 million
in cash.

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 cost of $1,300,000. The terms of the agreement require cash payments
of $300,000, payable in four installments with the last installment of $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. Given our
financial position, we paid $25,000 on October 9, 2000 as a partial payment on
the last installment of $100,000. The $75,000 owing on that last installment
remains unpaid as of November 14, 2000. Accordingly, we are in default under the
terms of the promissory note. On August 2, 2000, we issued 238,298 shares of
newly issued common stock with an aggregate value of approximately $700,000 as
payment of the first tranche under the Agreement. We will issue additional
shares of common stock on August 2, 2001 and 2002 if revenue generated from the
customer list and related asset exceeds $700,000 per year, with each issuance
having a then current fair market value of up to $150,000. The additional shares
issued on August 2, 2001 and 2002 will be a function of sales in each year. For
example, between $700,000 and $1,300,000 in annual sales we will award $25,000
worth of common stock for every $100,000 in sales. If the value of our common
stock declines on the first and second anniversaries of the closing, we will be
required under the Agreement to make additional cash payment or to issue
additional shares of common stock.

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.

As described above, we are currently seeking additional sources of equity or
debt financing to fund our operations. Although we have been successful in
raising financing in the past, there can be no assurance that any additional
financing will be available to us on commercially reasonable terms, or at all.
Furthermore, we can provide no assurance that our stockholders will continue to
provide additional financing on either an interim or permanent basis. Any
inability to obtain the necessary additional financing will have a material
adverse effect on us, requiring us to significantly curtail or possibly cease
our operations. In addition, any additional equity financing may involve
substantial dilution to the interests of the our then existing shareholders.

Recently Issued Accounting Standards

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 adoption of SFAS No. 133 is not expected to
have a material effect on the company's financial position or the results of its
operations, as the company has not utilized such instruments to date. The
Company will adopt this accounting standard on January 1, 2001, as required.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

On September 29, 2000 Advizex Technologies, LLC filed a complaint against
booktech.com, inc. in Middlesex Superior Court for breach of the terms of their
contracts with Advizex in the amount of $408,000. On October 6, 2000
booktech.com, inc. made a partial payment of $124,000 to Advizex. On October 11,
2000 Advizex Technologies, LLC allowed an extension through November 29, 2000
for booktech.com, inc. to file a response to the complaint.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On August 2, 2000, we issued 238,298 shares of common stock with an aggregate
value of $700,000 to purchase a customer list, pursuant to an Asset Purchase
Agreement with Copytron, an unrelated entity, as payment under the agreement.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

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 August 17, 2000, which
reported that the Company purchased the customer list of Copytron, Inc. for
a maximum purchase price of $1.3 million. The Company is in the process of
preparing an amendment to correct statements made in item 2 that audited
financial statements of Copytron were required.

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
Chief Financial Officer
(Principal Financial and Accounting
Officer)

EXHIBIT INDEX

Exhibit Description

11.1 Computation of Net Loss Per Common Share