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+-----BEGIN PRIVACY-ENHANCED MESSAGE-----
+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
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+ mjH41+Vmlk8ZkOb88my7WA==
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+<SEC-DOCUMENT>0000890566-01-000057.txt : 20010130
+<SEC-HEADER>0000890566-01-000057.hdr.sgml : 20010130
+ACCESSION NUMBER:		0000890566-01-000057
+CONFORMED SUBMISSION TYPE:	10-K/A
+PUBLIC DOCUMENT COUNT:		1
+CONFORMED PERIOD OF REPORT:	20000930
+FILED AS OF DATE:		20010129
+
+FILER:
+
+	COMPANY DATA:	
+		COMPANY CONFORMED NAME:			BILLING CONCEPTS CORP
+		CENTRAL INDEX KEY:			0001013706
+		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MANAGEMENT CONSULTING SERVICES [8742]
+		IRS NUMBER:				742781950
+		STATE OF INCORPORATION:			DE
+		FISCAL YEAR END:			1231
+
+	FILING VALUES:
+		FORM TYPE:		10-K/A
+		SEC ACT:		
+		SEC FILE NUMBER:	000-28536
+		FILM NUMBER:		1518217
+
+	BUSINESS ADDRESS:	
+		STREET 1:		7411 JOHN SMITH DRIVE SUITE 200
+		CITY:			SAN ANTONIO
+		STATE:			TX
+		ZIP:			78229
+		BUSINESS PHONE:		2109497000
+
+	MAIL ADDRESS:	
+		STREET 1:		7411 JOHN SMITH DRIVE
+		STREET 2:		STE 200
+		CITY:			SAN ANTONIO
+		STATE:			TX
+		ZIP:			78229
+
+	FORMER COMPANY:	
+		FORMER CONFORMED NAME:	BILLING INFORMATION CONCEPTS CORP
+		DATE OF NAME CHANGE:	19960722
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K/A
+<SEQUENCE>1
+<FILENAME>0001.txt
+<TEXT>
+
+================================================================================
+                                  UNITED STATES
+                       SECURITIES AND EXCHANGE COMMISSION
+                             WASHINGTON, D.C. 20549
+                                    ---------
+
+                                   FORM 10-K/A
+
+  |X|    AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
+                     OF THE SECURITIES EXCHANGE ACT OF 1934
+                  For the Fiscal Year Ended September 30, 2000
+                                       OR
+  |_|        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
+                         SECURITIES EXCHANGE ACT OF 1934
+                 For the Transition Period from            to
+
+                         Commission File Number: 0-28536
+
+                             BILLING CONCEPTS CORP.
+             (Exact Name of Registrant as Specified in its Charter)
+
+                   DELAWARE                        74-2781950
+           (State of Incorporation)             (I.R.S. Employer
+                                                Identification No.)
+
+    7411 JOHN SMITH DRIVE, SUITE 200,                 78229
+            SAN ANTONIO, TEXAS                     (Zip Code)
+   (Address of Principal Executive Office)
+
+                                 (210) 949-7000
+              (Registrant's Telephone Number, Including Area Code)
+
+        Securities Registered Pursuant to Section 12(b) of the Act: NONE
+
+           Securities Registered Pursuant to Section 12(g) of the Act:
+                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
+                                (Title of Class)
+                                   -----------
+
+      Indicate by check mark whether the Registrant (1) has filed all reports
+required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
+1934 during the preceding 12 months (or for such shorter period that the
+Registrant was required to file such reports) and (2) has been subject to such
+filing requirements for the past 90 days. Yes |X| No |_|
+
+      Indicate by check mark if disclosure of delinquent filers pursuant to Item
+405 of Regulation S-K is not contained herein, and will not be contained, to the
+best of Registrant's knowledge, in definitive proxy or information statements
+incorporated by reference in Part III of this Form 10-K or any amendment to this
+Form 10-K. |_|
+
+      The aggregate market value of the Registrant's outstanding Common Stock
+held by non-affiliates of the Registrant as of December 15, 2000 was
+approximately $96,456,833. There were 36,745,460 shares of the Registrant's
+Common Stock outstanding as of December 15, 2000.
+
+                       DOCUMENTS INCORPORATED BY REFERENCE
+                                      None
+
+================================================================================
+<PAGE>
+ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
+
+ELECTION OF ONE DIRECTOR
+
+      The Company's Amended and Restated Certificate of Incorporation, as
+amended, and Amended and Restated Bylaws provide that the Board of Directors
+will consist of not less than three persons, the exact number to be fixed from
+time to time by the Board of Directors. The Board of Directors has fixed the
+authorized number of directors at six. Directors are divided into three classes,
+each of which has two members. Each class is elected for a term of three years,
+so that the term of office of one class of directors expires at every annual
+meeting.
+
+      The Board of Directors has nominated one person for election as directors
+in the class whose term of office will expire at the Company's 2004 Annual
+Meeting of Stockholders or until his successor is elected and qualified. The
+nominee is Lee Cooke. The respective terms of the directors expire on the dates
+set forth below. If the nominee listed below is elected by the stockholders at
+the Annual Meeting, one vacancy will remain in the class whose term of office
+will expire at the 2004 annual meeting, which vacancy may be filled by the Board
+of Directors upon selection of a qualified candidate.
+
+<TABLE>
+<CAPTION>
+DIRECTOR WHOSE TERM EXPIRES AT
+THE 2001 ANNUAL MEETING AND
+NOMINEE FOR ELECTION FOR A TERM       POSITION AND OFFICES
+EXPIRING AT THE 2004 ANNUAL MEETING     WITH THE COMPANY      AGE    DIRECTOR SINCE
+- -----------------------------------   --------------------    ---    --------------
+<S>                                                           <C>        <C> <C>
+
+Lee Cooke                             Director                56     May 13, 1996
+
+
+DIRECTORS WHOSE TERMS EXPIRE          POSITION AND OFFICES
+AT THE 2002 ANNUAL MEETING              WITH THE COMPANY      AGE    DIRECTOR SINCE
+- -----------------------------------   --------------------    ---    --------------
+
+Parris H. Holmes, Jr.                 Chairman of the Board   57     May 13, 1996
+                                      and Chief Executive
+                                      Officer
+
+William H. Cunningham                 Director                57     January 19, 2000
+
+
+DIRECTORS WHOSE TERMS EXPIRE          POSITION AND OFFICES
+AT THE 2003 ANNUAL MEETING              WITH THE COMPANY      AGE    DIRECTOR SINCE
+- -----------------------------------   --------------------    ---    --------------
+
+Thomas G. Loeffler                    Director                54     August 21, 1996
+
+J. Stephen Barley                     Director                44     December 27, 2000
+</TABLE>
+<PAGE>
+BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
+
+      Set forth below is information with respect to each director and executive
+officer of the Company as of December 31, 2000. The executive officers are
+elected by the Board of Directors and serve at the discretion of the Board.
+There are no family relationships between any two directors or executive
+officers.
+
+      NAME                          AGE                POSITION
+      ------------------------      ---   --------------------------------------
+      Parris H. Holmes, Jr.         57    Chairman of the Board and Chief
+                                          Executive Officer
+
+      David P. Tusa                 40    Senior Vice President, Chief Financial
+                                          Officer and Corporate Secretary
+
+      Kevin W. Nyland               41    Vice President - Investor Relations
+
+      J. Stephen Barley             44    Director(1)(2)
+
+      Lee Cooke                     56    Director(1)(2)
+
+      William H. Cunningham         57    Director(1)(2)
+
+      Thomas G. Loeffler            54    Director(1)(2)
+      ------------------------
+      (1)   Member of the Audit Committee
+      (2)   Member of the Compensation Committee
+
+
+      PARRIS H. HOLMES, JR. has served as Chairman of the Board and Chief
+Executive Officer of the Company since May 1996. Mr. Holmes served as both
+Chairman of the Board and Chief Executive Officer of USLD Communications Corp.,
+formerly U.S. Long Distance Corp. ("USLD"), from September 1986 until August
+1996, and served as Chairman of the Board of USLD until June 2, 1997. Prior to
+March 1993, Mr. Holmes also served as President of USLD. Mr. Holmes is also
+Chairman of the Board of Directors of Tanisys Technology, Inc., a developer,
+manufacturer and marketer of memory module test equipment. Mr. Holmes also
+serves as a Director of Sharps Compliance Corp., a provider of mail sharps
+disposal services for certain types of medical sharps (needles, syringes and
+razors) products. On December 18, 1996, the Commission filed a civil injunctive
+action in the United States District Court for the District of Columbia alleging
+that Mr. Holmes failed to timely file twelve reports regarding certain 1991 and
+1992 transactions in the stock of USLD as required by Section 16(a) of the
+Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Section
+16(a) requires officers and directors of such companies to file reports with the
+Commission regarding their personal transactions in the securities of their
+company. Mr. Holmes settled this action on December 18, 1996, without admitting
+or denying the allegations of the complaint, by consenting to the entry of an
+injunction with respect to these requirements and paying a civil penalty of
+$50,000.
+
+      DAVID P. TUSA, CPA, has served as Senior Vice President and Chief
+Financial Officer of the Company since August 1999. Mr. Tusa was Executive Vice
+President and Chief Financial Officer of U.S. Legal Support, Inc., a provider of
+litigation support services with over 36 offices in 7 states, from September
+1997 to August 1999. Prior to this, Mr. Tusa served as Senior Vice President and
+Chief Financial Officer of Serv-Tech, Inc., a $300 million, publicly held
+provider of specialty services to industrial customers in multiple industries,
+from April 1994 through August 1997. Additionally, Mr. Tusa was with CRSS, Inc.,
+a $600 million, publicly held diversified services company, from May 1990
+through April 1994, most recently as Corporate Controller.
+
+      KEVIN W. NYLAND has served as Vice President, Investor Relations of the
+Company since July 2000. Mr. Nyland was Assistant Vice President of Morgen-Walke
+Associates, one of the largest investor relations consulting firms in the U.S.,
+from April 1999 to April 2000. Prior to this, from January 1998 to April 1999,
+Mr. Nyland was an executive search consultant for senior-level investor
+relations/public relations positions for high profile Internet clients. From
+January 1997 to December 1997 he was Director of Investor Relations for Mercury
+Interactive, a Nasdaq-listed leader in the the software testing tools market.
+Additionally, from January 1995 to January 1997, Mr. Nyland was Vice President
+of the Torrance Group, a New York-based investor relations/marketing firm.
+
+      J. STEPHEN BARLEY has served as a Director of the Company since December
+2000. Mr. Barley has been President of C.H.M. Consulting Inc., a private holding
+company based in British Columbia, Canada, providing business advice and
+financing to emerging technology companies, since August 1997. He also has
+served as President of Copper Valley Minerals, Ltd., a junior mining company
+
+<PAGE>
+located in Nevada, since June 1998. Mr. Barley was a securities and corporate
+finance lawyer with the law firm O'Neill & Company in Vancouver, B.C. from 1984
+to 1997, where he was a partner from 1987 to 1997.
+
+      LEE COOKE has served as a Director of the Company since May 1996 and was a
+Director of USLD from 1991 until July 1996. He has been President and Chief
+Executive Officer of Habitek International, Inc., a consulting firm creating new
+economy enterprises globally, since 1991. Mr. Cooke has been a director of
+Sharps Compliance Corp., formerly known as U.S. Medical Systems, Inc., since
+1992 and served as Chairman of the Board, Chief Executive Officer and President
+of that company from 1992 until 1998, when the company was reorganized and the
+name changed to Sharps Compliance Corp., at which time Mr. Cooke resigned as an
+officer.
+
+      WILLIAM H. CUNNINGHAM, PH.D., has served as a Director of the Company
+since January 2000. Dr. Cunningham has been Chancellor of The University of
+Texas System since September 1992. He was President of The University of Texas
+at Austin from 1985 to 1992. Dr. Cunningham also serves as a Director of
+Metamore Worldwide, Inc., Jefferson-Pilot Corporation and 32 funds in the John
+Hancock family of mutual funds and is an Advisory Director of Chase Bank of
+Texas (Austin), a division of Chase Manhattan Bank.
+
+      THOMAS G. LOEFFLER has served as a Director of the Company since August
+1996 and has been an attorney with the law firm of Arter & Hadden since June
+1993. Prior to that time, Mr. Loeffler acted as a practicing attorney and
+consultant. Mr. Loeffler served as a member of Congress in the United States
+House of Representatives from 1979 to 1987. Mr. Loeffler serves as a Director of
+Triad Hospitals, Inc. and is Vice Chairman of the Board of Regents of The
+University of Texas System.
+
+SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
+
+      Section 16(a) of the Exchange Act requires that the Company's directors,
+executive officers and persons who own more than 10% of a registered class of
+the Company's equity securities file with the Commission initial reports of
+ownership and reports of changes in ownership of Common Stock and other equity
+securities of the Company. Directors, executive officers and greater than 10%
+stockholders are required by Commission regulations to furnish the Company with
+copies of all Section 16(a) forms they file.
+
+      To the Company's knowledge, based solely on a review of the copies of the
+Section 16(a) reports furnished to the Company and written representations that
+no other reports were required, during the fiscal year ended September 30, 2000,
+all Section 16(a) filing requirements applicable to its directors, executive
+officers and greater than 10% beneficial owners were complied with.
+
+ITEM 11. EXECUTIVE COMPENSATION
+
+COMPENSATION OF DIRECTORS
+
+      A total of 1,300,000 shares of Common Stock are subject to the Company's
+1996 Non-Employee Director Plan (the "Director Plan"). Pursuant to the terms of
+the Director Plan, upon election and re-election to the Board of Directors of
+the Company, each eligible director is granted an option to purchase 30,000
+shares of Common Stock effective as of the date of such election or re-election,
+with vesting over a three-year period. In addition, the Company may grant
+discretionary options under the Director Plan. Pursuant to such authority to
+grant discretionary options, each outside member of the Board of Directors
+receives an annual stock option grant of 6,000 shares, vesting one year from the
+date of grant. However, for each quarterly meeting of the Board of Directors a
+non-employee director fails to attend, such director forfeits the rights to
+purchase 1,500 of the shares subject to such option.
+
+<PAGE>
+EXECUTIVE COMPENSATION
+
+      The following Summary Compensation Table sets forth certain information
+concerning compensation of the Company's Chief Executive Officer and each of the
+Company's four other most highly compensated executive officers for fiscal 2000.
+
+                           SUMMARY COMPENSATION TABLE
+
+<TABLE>
+<CAPTION>
+                                                                                     LONG-TERM
+                                                                                 COMPENSATION AWARDS
+                                                                                 --------------------
+                                                                                RESTRICTED  SECURITIES
+ NAME AND PRINCIPAL          FISCAL    ANNUAL COMPENSATION       OTHER ANNUAL     STOCK     UNDERLYING    ALL OTHER
+     POSITION                 YEAR    SALARY($)      BONUS($)   COMPENSATION($)  AWARDS($)  OPTIONS(#)  COMPENSATION($)
+- ----------------------        ----   ----------     ----------  --------------- ----------  ---------- -----------------
+
+<S>                           <C>    <C>            <C>           <C>                <C>     <C>       <C>
+PARRIS H. HOLMES, JR          2000   $389,421(1)    $200,000(2)   $155,923(3)        0       233,333   $527,135(4)
+CHAIRMAN OF THE BOARD AND     1999   $374,998(1)    $200,000(2)   $ 46,772(5)        0       300,000   $165,123(6)
+CHIEF EXECUTIVE OFFICER       1998   $372,113(1)           0      $ 51,533(7)        0       275,000   $150,014(8)
+
+KELLY E. SIMMONS              2000   $ 57,885(9)    $ 70,422(2)          0           0             0   $430,000(10)
+EXECUTIVE VICE PRESIDENT;     1999   $185,000       $145,422(2)   $ 26,438(11)       0       200,000   $  9,278(12)
+PRESIDENT & CHIEF OPERATING   1998   $185,961              0      $ 18,879           0       120,000   $  7,152(13)
+OFFICER OF APTIS, INC
+
+W. AUDIE LONG                 2000   $198,923(14)   $133,162(2)   $ 55,160(15)       0        31,000   $ 22,384(16)
+SENIOR VICE PRESIDENT,        1999   $180,000              0      $ 14,457           0        85,000   $ 11,494(17)
+GENERAL COUNSEL AND           1998   $114,231(18)          0             0           0        30,000   $  7,104(19)
+CORPORATE SECRETARY
+
+DAVID P. TUSA                 2000   $181,731(20)          0      $ 56,495(21)       0         6,667   $ 12,125(22)
+SENIOR VICE PRESIDENT         1999   $ 10,096(23)          0      $  6,250           0       150,000          0
+AND CHIEF FINANCIAL OFFICER   1998        N/A            N/A           N/A         N/A           N/A        N/A
+
+PAUL L. GEHRI                 2000   $170,769(24)          0      $  4,795           0        75,000   $ 13,032(25)
+SENIOR VICE PRESIDENT OF      1999   $163,125(26)          0      $  4,418           0       125,000   $  8,446(27)
+SALES & MARKETING             1998   $177,000(26)          0      $ 14,506           0        60,000   $  7,258(28)
+</TABLE>
+
+- -------------------
+(1)   Represents total amount paid to Mr. Holmes for payrolls during the
+      respective year indicated, based on an annual salary of $385,000 for 2000
+      and 1999 and $375,000 for 1998.
+
+(2)   Represents a bonus earned in the prior fiscal year but paid in the fiscal
+      year indicated.
+
+(3)   Includes $130,894 reimbursed to Mr. Holmes during fiscal 2000 for the
+      payment of certain taxes.
+
+(4)   Represents $15,500 in 401(k) Retirement Plan contributions, $20,771 in
+      deferred compensation contributions and $172,000 in life insurance
+      premiums made or paid on behalf of Mr. Holmes during fiscal 2000,
+      $318,864.36 paid to Mr. Holmes during fiscal 2000 for surrender value of
+      life insurance policies.
+
+(5)   Includes $11,722 reimbursed to Mr. Holmes during fiscal 1999 for the
+      payment of certain taxes.
+
+(6)   Represents $5,000 in 401(k) Retirement Plan contributions, $16,872 in
+      deferred compensation contributions and $143,251 in life insurance
+      premiums made or paid on behalf of Mr. Holmes during fiscal 1999.
+
+(7)   Includes $31,269 reimbursed to Mr. Holmes during fiscal 1998 for the
+      payment of certain taxes.
+
+(8)   Represents $5,000 in 401(k) Retirement Plan contributions, $18,660 in
+      deferred compensation contributions and $126,354 in life insurance
+      premiums made or paid on behalf of Mr. Holmes during fiscal 1998.
+
+(9)   Represents total amount paid to Mr. Simmons for payrolls from October 1,
+      1999 through January 7, 2000 based on an annual salary of $215,000.
+
+(10)  Represents total amount paid to Mr. Simmons for contractual severance in
+      conjunction with his January 7, 2000 resignation.
+
+(11)  Includes $5,062 reimbursed to Mr. Simmons during fiscal 1999 for the
+      payment of certain taxes.
+
+(12)  Represents $4,004 in 401(k) Retirement Plan contributions and $5,274 in
+      deferred compensation contributions made on behalf of Mr. Simmons during
+      fiscal 1999.
+
+(13)  Represents $4,056 in 401(k) Retirement Plan contributions and $3,096 in
+      deferred compensation contributions made on behalf of Mr. Simmons during
+      fiscal 1998.
+
+
+<PAGE>
+(14)  Represents total amount paid to Mr. Long for payrolls during fiscal 2000
+      based on an annual salary of $192,000; includes $6,753 paid to Mr. Long
+      under the Disability Plan.
+
+(15)  Includes $40,471 reimbursed to Mr. Long during fiscal 2000 for the payment
+      of certain taxes.
+
+(16)  Represents $8,438 in 401(k) Retirement Plan contributions and $13,946 in
+      deferred compensation contributions made on behalf of Mr. Long during
+      fiscal 2000.
+
+(17)  Represents $3,946 in 401(k) Retirement Plan contributions and $7,548 in
+      deferred compensation contributions made on behalf of Mr. Long during
+      fiscal 1999.
+
+(18)  Amount shown reflects Mr. Long's salary from February 1, 1998, the
+      beginning date of his employment with the Company, through the end of
+      fiscal 1998.
+
+(19)  Represents deferred compensation contributions made on behalf of Mr. Long
+      during fiscal 1998.
+
+(20)  Represents total amount paid to Mr. Tusa for payrolls during fiscal 2000
+      based on an annual salary of $175,000.
+
+(21)  Includes $37,290 reimbursed to Mr. Tusa during fiscal 2000 for the payment
+      of certain taxes.
+
+(22)  Represents $4,375 in 401(k) Retirement Plan contributions and $7,750 in
+      deferred compensation contributions made on behalf of Mr. Tusa during
+      fiscal 2000.
+
+(23)  Amount shown reflects Mr. Tusa's salary from August 30, 1999, the
+      beginning date of his employment with the Company, through the end of
+      fiscal 1999.
+
+(24)  Represents total amount paid to Mr. Gehri for payrolls during fiscal 2000
+      based on an annual salary of $165,000.
+
+(25)  Represents $7,632 in 401(k) Retirement Plan contributions and $5,400 in
+      deferred compensation contributions made on behalf of Mr. Gehri during
+      fiscal 2000.
+
+(26)  Includes commissions paid to Mr. Gehri.
+
+(27)  Represents $4,996 in 401(k) Retirement Plan contributions and $3,450 in
+      deferred compensation contributions made on behalf of Mr. Gehri during
+      fiscal 1999.
+
+(28)  Represents $4,258 in 401(k) Retirement Plan contributions and $3,000 in
+      deferred compensation contributions made on behalf of Mr. Gehri during
+      fiscal 1998.
+
+ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+
+PRINCIPAL STOCKHOLDERS
+
+      The following table sets forth, as of the dates indicated, certain
+information with respect to the Common Stock beneficially owned by persons who
+are known to the Company to be the beneficial owners of more than five percent
+(5%) of the Common Stock. Beneficial ownership is defined in accordance with the
+rules of the Securities and Exchange Commission (the "Commission") to mean
+generally the power to vote or dispose of shares, regardless of any economic
+interest therein. The persons listed have sole voting power and sole dispositive
+power with respect to all shares set forth in the table unless otherwise
+specified in the footnotes to the table.
+
+                                         AMOUNT AND NATURE
+                                           OF BENEFICIAL
+NAME AND ADDRESS                            OWNERSHIP           PERCENT
+- ----------------------------             -----------------      -------
+Michael R. Smith                           2,307,691(1)           6.5%
+5302 Avenue Q
+Lubbock, Texas 79412
+
+Becker Capital Management, Inc.            2,112,300(2)           5.9%
+1211 Southwest Fifth Avenue, Suite 2185
+Portland, Oregon 97204
+
+- ----------------------------
+(1)   Based on record ownership as of December 31, 2000 and a total of
+      35,652,560 shares of Common Stock issued and outstanding on December 31,
+      2000.
+(2)   Based on information provided by The Nasdaq Stock Market, Inc. for record
+      ownership as of September 30, 2000 (the most recent date for which
+      information is available to the Company) and a total of 35,652,560 shares
+      of Common Stock issued and outstanding on December 31, 2000.
+<PAGE>
+SECURITY OWNERSHIP OF MANAGEMENT
+
+        The following table sets forth, as of December 31, 2000, certain
+information with respect to the Company's Common Stock beneficially owned by
+each of its directors and nominees for director, each executive officer named in
+the Summary Compensation Table and all of its directors and executive officers
+as a group. Such persons have sole voting power and sole dispositive power with
+respect to all shares set forth in the table unless otherwise specified in the
+footnotes to the table.
+
+<TABLE>
+<CAPTION>
+                                                         AMOUNT AND NATURE
+                                                           OF BENEFICIAL
+         NAME                                               OWNERSHIP(1)                 PERCENT  OF CLASS(2)
+         ----                                              -------------                 --------------------
+<S>                                                          <C>                                <C>
+      Parris H. Holmes, Jr.                                  1,482,035(3)                       4.2%
+      W. Audie Long(4)                                         580,000(5)                       1.6%
+      David P. Tusa                                             95,417(6)                         *
+      Kelly E. Simmons(7)                                      644,628(8)                       1.8%
+      Paul L. Gehri(9)                                         155,946(10)                        *
+      J. Stephen Barley                                         36,000(11)                        *
+      Lee Cooke                                                327,366(12)                        *
+      William H. Cunningham                                     14,500(13)                        *
+      Thomas G. Loeffler                                       124,000(14)                        *
+      All executive officers and directors as a              3,459,892(15)                      9.7%
+         group (11 persons, including the executive
+         officers and directors listed above)
+</TABLE>
+
+*        Represents less than 1% of the issued and outstanding shares of Common
+         Stock.
+
+(1)      Information with respect to beneficial ownership is based upon
+         information furnished by each director or officer of the Company or
+         contained in filings made with the Commission. With the exception of
+         shares that may be acquired by employees pursuant to the Employee Stock
+         Purchase Plan and/or the 401(k) Retirement Plan, the amount of
+         beneficial ownership includes shares subject to acquisition within 60
+         days by such person or group.
+
+(2)      Based on a total 35,652,560 shares of Common Stock issued and
+         outstanding on December 31, 2000.
+
+(3)      Includes 1,240,000 shares that Mr. Holmes has the right to acquire upon
+         the exercise of stock options, exercisable within 60 days, 230,000
+         shares that Mr. Holmes personally acquired, 3,500 shares that Mr.
+         Holmes held in an individual retirement account, 291 shares that Mr.
+         Holmes held in his 401(k) Retirement Plan account and 8,244 shares that
+         Mr. Holmes held in his Employee Stock Purchase Plan account at December
+         31, 2000.
+
+(4)      Mr. Long resigned as an officer of the Company and its wholly owned
+         subsidiaries on January 15, 2001.
+
+(5)      Includes 396,000 shares that Mr. Long has the right to acquire upon
+         exercise of stock options, exercisable within 60 days.
+
+(6)      Represents shares that Mr. Tusa has the right to acquire upon exercise
+         of stock options, exercisable within 60 days.
+
+(7)      Mr. Simmons' last date of employment as an officer of the Company was
+         on January 7, 2000.
+
+(8)      Represents 600,000 shares that Mr. Simmons has the right to acquire
+         upon exercise of stock options, 38,000 shares that Mr. Simmons
+         personally acquired and 6,628 shares that Mr. Simmons held in his
+         Employee Stock Purchase Plan account at January 7, 2000.
+
+(9)      Mr. Gehri resigned as an officer of the Company and certain of its
+         wholly owned subsidiaries on October 23, 2000, the effective date of
+         the sale of the Company's Transaction Processing and Aptis Software
+         divisions to Platinum Equity Holdings.
+
+(10)     Includes 150,416 shares that Mr. Gehri has the right to acquire upon
+         exercise of stock options, exercisable within 60 days, and 3,934
+         shares that Mr. Gehri held in his Employee Stock Purchase Plan account
+         at December 31, 2000.
+
+(11)     Includes 36,000 shares that Mr. Barley has the right to acquire upon
+         the exercise of stock options, exercisable within 60 days.
+
+(12)     Includes 321,406 shares that Mr. Cooke has the right to acquire upon
+         the exercise of stock options, exercisable within 60 days.
+
+(13)     Represents 14,500 shares that Mr. Cunningham has the right to acquire
+         upon the exercise of stock options, exercisable within 60 days.
+
+(14)     Includes 119,000 shares that Mr. Loeffler has the right to acquire upon
+         the exercise of stock options, exercisable within 60 days.
+
+<PAGE>
+(15)     Includes 2,972,739 shares that the 11 directors and executive officers
+         have the right to acquire upon exercise of stock options, exercisable
+         within 60 days, 3,500 shares held in an individual retirement account,
+         291 shares that such executive officers held in their respective 401(k)
+         Retirement Plan accounts and 18,806 shares that such executive officers
+         held in their respective Employee Stock Purchase Plan accounts at
+         December 31, 2000.
+
+ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+
+      On April 5, 2000, the Board of Directors of the Company approved a
+restricted stock grant to the Chief Executive Officer of the Company. The
+restricted stock consists of 400,000 shares of Princeton common stock, which
+vests on April 30, 2003. The Company expenses the fair market value of the
+restricted stock grant over the three-year period ending April 30, 2003. The
+Company recognized $0.3 million during fiscal 2000 as compensation expense
+related to the stock grant. The Company estimates it will recognize $0.5 million
+as compensation expense related to the stock grant in 2001. Princeton eCom
+Corporation is a privately held company of which the Company owns approximately
+42.5%.
+
+      During fiscal 2000, the Company chartered a jet airplane from a company
+associated with Parris H. Holmes, Jr., Chairman of the Board and Chief Executive
+Officer of the Company. Under the terms of the charter agreement, the Company
+was obligated to pay annual minimum fees of $500,000 over the five years ending
+March 31, 2003 for such charter services. During the fiscal year ended September
+30, 2000, the Company paid approximately $615,000 in fees related to this
+agreement. During the fourth quarter of 2000, the Company terminated this
+contract with no future obligations.
+
+      On December 16, 1999, the Company made a $130,000 loan, with interest
+accruing at the rate of 8% per annum, to W. Audie Long, Senior Vice President,
+General Counsel and Corporate Secretary of the Company until his resignation on
+January 15, 2001. The largest aggregate amount of indebtedness outstanding for
+this loan (including interest) during fiscal 2000 was $133,162. This principal
+and accrued interest, aggregating $13,162, were forgiven by the Company in April
+2000 in lieu of a cash bonus earned in fiscal 1999.
+<PAGE>
+                                    SIGNATURE
+
+      Pursuant to the requirements of the Securities Exchange Act of 1934, as
+amended, the registrant has duly caused this report to be signed on its behalf
+by the undersigned thereunto duly authorized.
+
+                                  BILLING CONCEPTS CORP.
+                                  (Registrant)
+
+Date: January 26, 2001                      By: /s/ DAVID P. TUSA
+                                                    David P. Tusa
+                                                    SENIOR VICE PRESIDENT AND
+                                                    CHIEF FINANCIAL OFFICER
+                                                    (Duly authorized and
+                                                    principal financial officer)
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----