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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
booktech.com.inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.0042 per share
________________________________________________________________________________
(Title of Class of Securities)
098583 10 7
_______________________________________________________________
(CUSIP Number)
Richard M. Bain, Esq., 1400 Bank One Center, Cleveland, OH 44114 216-363-1400
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 2000
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copes of the schedule, including all exhibits. See(S)240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 098583 10 7
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Frank Challant
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
SC, PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 360,993
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
360,993
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
638,687
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.4%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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SCHEDULE 13D
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Item 1. Security and Issuer
The title of the class of equity securities to which this Statement
relates is common stock, par value $.00042 per share (the "Company Common
Stock") of booktech.com, inc., (the "Company") a Massachusetts corporation which
has its principal executive offices at 42 Cummings Park, Woburn, Massachusetts
01801.
Item 2. Identity and Background
Mr. Challant is retired. His residential address is 20 Pond Street,
Winchester, Massachusetts 01890.
During the last five years, Mr. Challant has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
has he been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding
any violation with respect to such laws.
Mr. Challant is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
See Item 4 below.
Item 4. Purpose of Transaction
On March 31, 2000, EG Acquisitions Corporation, a Nevada corporation
and wholly-owned subsidiary of Ebony & Gold Ventures, Inc., a Nevada
corporation, merged (the "Merger") with and into booktech.com, inc., (identified
as the "Operating Company" prior to the Merger) pursuant to an Agreement and
Plan of Merger dated as of March 31, 2000 (the "Merger Agreement"). Following
the Merger, the business of the Company is the same business conducted by the
Operating Company prior to the Merger. The Company is principally engaged in the
business of producing digital on demand educational services. The Company
provides services which allows educators to create and facilitate delivery of
superior hard text and digitally customized text books online.
Pursuant to the terms of the Merger Agreement, the Company issued
7,520,690 shares of authorized but unissued Company Common Stock and 1,100,000
shares of its Series B Preferred Stock to the former holders of common stock of
the Operating Company. The shares issued to the former stockholders of the
Operating Company carry approximately 57.1% of the voting rights in the Company
following the Merger. In connection with the Merger, the Company also acquired
all the assets of Virtuosity Press LLC, a Delaware limited liability company
("Virtuosity"). The members of Virtuosity were issued 1,379,310 shares of
Company Common Stock.
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All outstanding options and warrants to purchase common stock of the
Operating Company were converted into options and warrants to purchase Company
Common Stock. The sole outstanding option to purchase an aggregate of 1,000
shares of common stock of the Operating Company was converted into an option to
purchase an aggregate of 344,828 shared of Company Common Stock at an exercise
price of $0.29 per share.
Debt totaling $3,216,171 owed by the Operating Company to certain
debtholders was converted into 2,135,301 shares of Series A Preferred Stock of
the Company.
Mr. Challant received Company Common Stock as a result of the
conversion of the shares of common stock that they held in the Operating Company
(pursuant to the Merger).
Item 5. Interest in Securities of the Issuer
(a) and (b) Mr. Challant is the record owner of 360,993 shares of the
Company Common Stock. Mr. Challant is also the beneficial owner of an additional
277,694 shares of the Company Common Stock held by The Hershey Family Limited
Partnership, altogether representing an aggregate of approximately 3.4% of the
outstanding shares of the Company Common Stock.
(c) No transactions in the issued and outstanding shares of the
Company by the Reporting Person have been effected during the past 60 days.
(d) The Reporting Person is not aware of any other person who has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of the Company Common Stock set forth
above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of Issuer
Except as otherwise noted in Item 5, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
person named in Item 2 and any other person with respect to any securities of
the Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
2
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
/s/ Frank Challant
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FRANK CHALLANT
3
