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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended: January 31, 2003

Commission File Number: 000-23384

eBT International, Inc.

(Exact name of registrant as specified in its charter)

P.O. Box 1029 Scituate, MA 02047

(Address of principal executive offices)

(781) 319-0460

(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 $.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 the 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.  x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).  Yes:  ¨  No:  x

As of July 31, 2002, the aggregate market value of common stock held by non-affiliates of the registrant was $4,974,000.

Number of shares of common stock, par value $.01 per share, outstanding at April 15, 2003: 14,680,459.

Documents Incorporated by Reference—NONE

Form 10-K

This report contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements. There are a number of factors of which we are aware that may cause our estimate of the minimum net proceeds available for distribution to shareholders to vary materially from those forecasted or projected in any such forward-looking statement. Please see “Risk Factors” for a discussion of certain, but not necessarily all, of the factors that we believe could cause our estimate of the minimum net proceeds available for distribution to shareholders to be materially less than those forecasted or projected in any forward-looking statement.

Part I

Item 1.    Business

eBT International, Inc. (“eBT”, or “Company”) formerly developed and marketed enterprise-wide Web content management software solutions and associate services. The Company was incorporated under the laws of the State of Delaware in 1993.

The Board of Directors unanimously adopted a Plan of Complete Liquidation and Dissolution (“Plan”), subject to stockholder approval on May 22, 2001. The Board concluded that the Plan was in the best interests of eBT and its stockholders after considering a number of factors. Among the factors the Board considered were as follows:

The Plan was approved by the holders of a majority of the Company’s outstanding shares on November 8, 2001. The key features of the Plan are (1) the conclusion of all business activities, other than those related to the execution of the Plan; (2) the sale or disposal of all of the Company’s non-cash assets; (3) the establishment of reasonable reserves to be sufficient to satisfy the liabilities, expenses and obligations of eBT not otherwise paid, provided for or discharged; (4) the periodic payment of per share liquidating distributions to stockholders; and (5) the authorization of the filing of a Certificate of Dissolution with the State of Delaware.

In connection with the adoption of the Plan and the anticipated liquidation, the Company adopted the liquidation basis of accounting effective August 1, 2001, whereby assets are valued at their estimated net

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realizable cash values and liabilities are stated at their estimated settlement amounts. Uncertainties as to the precise net value of eBT’s assets (other than cash), and the ultimate amount of its liabilities make it impracticable to predict the aggregate net value that may ultimately be distributable to stockholders. Claims, liabilities and future expenses for operations (including salaries, payroll and local taxes, professional fees and miscellaneous office expenses), although currently declining in the aggregate, will continue to be incurred with execution of the Plan. These costs will reduce the amount of net assets available for ultimate distribution to stockholders. Although we do not believe that a precise estimate of those expenses can currently be made, we believe that available cash and amounts received for the collection of receivables will be adequate to provide for eBT’s obligations, liabilities, operating costs and claims (including contingent liabilities), and to make cash distributions to stockholders. If available cash and amounts received from the collection of receivables are not adequate to provide for eBT’s obligations, liabilities, operating costs and claims, estimated future distributions of cash to eBT’s stockholders will be reduced.

The Company filed its Certificate of Dissolution on November 8, 2001 with the State of Delaware. Pursuant to Delaware law, the Company will continue in existence until at least November 8, 2004. During this period, the Company will continue to convert its estimated remaining net assets to cash for future distribution to its stockholders. It is not permitted to continue the business of the Corporation as a going concern.

In connection with the approval of the Plan, the Board determined that if the Company’s shareholders of record were reduced to less than 300 the Company would seek relief from the reporting requirements to the Securities Exchange Act of 1934 (the “Exchange Act”). The termination of the Company’s reporting obligations under the Exchange Act is expected to result in a reduction in the Company’s previously estimated costs to be incurred during the remaining liquidation period.

On January 23, 2003, the Board reviewed options available for reducing the number of shareholders of record to less than 300 so as to permit the Company to deregister under the Exchange Act, and determined that a reverse stock split was the most feasible given the Company’s current situation and financial resources. On February 3, 2003, the Company filed a preliminary proxy statement (amended March 17, 2003) with the Securities and Exchange Commission (the “Commission”) seeking shareholder approval for a reverse stock split. If approved by the shareholders, the Company intends to terminate its status as a reporting company under the Exchange Act and thereby eliminate the expenses associated with being a reporting company. Based on its past experience, the Company believes that total savings of $100,000 to $120,000 in previously estimated liquidation costs may be realized by becoming a private entity. The proposed reverse split will be in the ratio of one share new common stock for every fifty shares of the 14,680,459 shares of common stock currently outstanding. The Company currently expects to mail its definitive proxy statement to shareholders by May 9, 2003 and hold a special meeting of stockholders to approve the reverse stock split by June 10, 2003.

eBT has made two cash liquidating distributions under the Plan. A distribution of $44,055,000 was made on December 13, 2001 ($3.00 per share based on 14,685,001 shares of common stock outstanding) and a distribution of $4,406,000 ($0.30 per share based on 14,685,001 shares of common stock outstanding) was made on October 30, 2002. We currently estimate that stockholders may receive periodic additional liquidation proceeds totaling $0.102 per share, not including the $100,000 to $120,000 in estimated cost savings, which are contingent on shareholder approval of the reverse stock split referred to above, or any benefit that might be realized if some or all of the estimated litigation settlement costs and general contingency reserve are not required to pay claims (see Notes 1 and 11 of “Notes to Consolidated Financial Statements”). The actual nature, amount and timing of future distributions will be determined by the Board in its sole discretion, and will depend primarily upon eBT’s ability to execute the Plan. However, it is unlikely that any further liquidation distributions will be made to stockholders until final resolution of the Company’s obligations, if any, for indemnification claims. See Item 3, “Legal Proceedings”.

The Company’s liquidation should be concluded on or around November 8, 2004 with a final liquidating distribution either directly to the stockholders or to one or more liquidating trusts. Complete details regarding the Plan to liquidate and dissolve the Company can be found in the Company’s October 3, 2001 Proxy Statement filed with the Commission, and mailed to Stockholders on October 4, 2001.

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Red Bridge Interactive, Inc.

Effective July 1, 2001, the Company entered into an agreement with Red Bridge Interactive, Inc. (“Interactive”) whereby Interactive assumed our maintenance and support obligations relating to DynaBase, engenda and enterpid. In connection with that agreement, we assigned Interactive our existing rights in the DynaBase and engenda products and provided Interactive with a limited, non-exclusive license of our rights to entrepid. Interactive was founded in June 2001 and is owned and managed by former employees of eBT. Interactive is based in Providence, RI.

The terms of our agreement required the Company to provide Interactive with $650,000 in cash over the period July 1, 2001 to March 1, 2002. The payments were made monthly, generally declining in amount over this period, which corresponded to the customer maintenance and support contracts that we transferred to Interactive. In the event of a default by Interactive, which specifically included performance of the obligations assumed by Interactive under the Company’s former maintenance and support business, we were entitled to draw upon an irrevocable letter of credit provided by Interactive. This letter of credit had an initial principal amount of $350,000 and declined over the period July 31, 2001 to March 31, 2002, at which time it was terminated.

Our agreement with Interactive also provides for the payment of royalties to eBT in the event Interactive earns gross revenue from the maintenance and support business or from licensing of DynaBase, engenda and entrepid. The royalty periods relative to the active products (DynaBase and engenda) expire at various times through June 30, 2003. The Company’s Consolidated Statements of Net Assets in Liquidation as of January 31, 2003 and 2002 include receivables from Interactive for royalties earned in the amount of $44,000 and $99,000, respectively. Although we expect that the Company will continue to receive royalties pursuant to its agreement with Interactive, we have not included any amounts in the Consolidated Statements of Net Assets in Liquidation other than the amounts referred to above. Accordingly, we will continue to account for Interactive royalty income when amounts due to the Company, if any, have been verified.

There was no gain or loss incurred in connection with the Interactive transaction and no royalty income was earned prior to the adoption of liquidation basis accounting.

Risk Factors

The Company’s plan is to continue to conclude the business activities of the Company and distribute its net assets to stockholders. The timing of and completion of these objectives are subject to a number of risks and uncertainties, including those set forth below.

The Company no longer satisfies the requirements for continued listing of its common stock on the Nasdaq National Market (“Nasdaq”). The Company’s common stock was delisted from Nasdaq on May 24, 2002. Commencing on that date, the Company’s common stock began trading on the OTC Bulletin Board. This change may adversely affect a stockholder’s ability to obtain price quotations and to buy or sell the Company’s common shares.

The methods used by the Board and management in estimating the value of eBT’s net assets do not result in an exact determination of value nor are they intended to indicate definitely the amount of cash a stockholder will receive in liquidation. Additionally, the amount of royalty income ultimately paid by Interactive to the Company may exceed the amount currently reflected in the Consolidated Statements of Net Assets in Liquidation. The Company has established reserves for known and unknown liabilities, and the adequacy of those reserves will be reviewed prior to making further cash distributions to stockholders. We cannot assure you that the amount you will receive during the remaining period of liquidation will equal or exceed the price or prices at which the common stock has recently traded or may trade in the future.

You could be liable to return some or all of the amount you receive from eBT if the amount of our reserves do not cover all of our liabilities and expenses. According to Delaware General Corporation law, eBT will

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continue to exist for three years from November 8, 2001 or for a longer period if required by the Delaware Court of Chancery, for the purpose of prosecuting and defending suits against eBT and enabling us to dispose of our property, to discharge liabilities and to distribute to our stockholders any remaining assets.

Under Delaware law, if eBT fails to create adequate reserves for payment of our expenses and liabilities, including contingent obligations, you could be held liable for payment to eBT’s creditors of your proportional share of amounts owed to creditors in excess of available reserves. In that regard, your liability would be limited to the amounts previously received by you from eBT (and from any liquidating trust). Accordingly, you could be required to return all distributions previously made to you. Moreover, you could incur a net tax cost if you paid taxes on the amounts received from eBT and then have to repay such amounts back to eBT’s creditors.

We cannot assure you that the reserves established by eBT will be adequate to cover all of our expenses and liabilities, including contingent liabilities. However, we believe that the reserves are adequate and that a return of amounts previously distributed will not be required.

If the number of the Company’s shareholders of record drops below 300, the Company intends to deregister under the Securities Exchange Act of 1934, and will no longer be subject to its rules, including those relating to reporting and proxy solicitation. See “Business” above for a status of the Company’s plans to deregister.

Employees

As of April 22, 2003, the Company had two employees.

Item 2.    Properties

As of November 30, 2001, the Company terminated the lease of its former corporate headquarters in Providence, Rhode Island. A cash payment was made to landlord in an amount that approximated the reserve established for this settlement. The reserve was included in the determination of the Estimated Net Proceeds Available for Distribution to Shareholders as shown on page 20 of the October 3, 2001 Proxy Statement. The original terms of the terminated former corporate headquarters lease obligated the Company through January 2007.

The Company remains the primary obligor under its lease for Boston office space; however, the space has been subleased for the entire lease term, at rates in excess of the minimum lease payment. The Company terminated the leases on all of its satellite offices in fiscal 2002.

Item 3.    Legal Proceedings

In late January 1999 the Company discovered that it would be necessary to restate its financial results for the first three quarters of calendar year 1998. The Company immediately and voluntarily provided this information to the Commission. On June 2, 1999, the Company was informed that the Commission had issued a Formal Order of Private Investigation in connection with matters relating to the previously announced restatement of the Company’s 1998 financial results.

The staff of the Boston office of the Commission informed the Company on July 10, 2002 that the Commission’s investigation as to eBT had been terminated and no enforcement or other actions against eBT had been recommended. In a Complaint filed on June 21, 2002 (amended on November 19, 2002) in the United States District Court, District of Massachusetts (“Federal District Court”) the Commission in an enforcement action alleged that two former officers of eBT violated various sections of the Securities Act of 1933, as amended, (the “Securities Act”), and the Exchange Act, and Rules thereunder. In the Complaint the Commission requests that the Federal District Court issue a Final Judgment of Permanent Injunction and Order of Permanent Relief against the two former officers. The Complaint also alleged that one other former officer was liable as a

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“Control Person” for uncharged violations under sections of the Exchange Act and Rules thereunder. This individual, without admitting or denying any of the allegations set forth in the Complaint, consented to the entry of a Final Judgment in this matter which was entered by the Federal District Court on June 24, 2002. The Company is obligated under its By-laws to indemnify these former officers for expenses reasonably incurred in connection with the Commission’s investigation, including the defense costs for actions that may be pursued by the Commission and resultant fines and penalties. However, the Company’s By-laws provide that an officer is not entitled to such indemnification if it is adjudicated or determined by the Board of Directors that such officer did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company. The former officer who consented to the entry of a Final Judgment has made a claim for indemnification of legal fees of approximately $200,000. The Board of Directors unanimously determined on August 7, 2002 that such former officer was not entitled to indemnification. Such former officer has indicated that he may initiate action to contest the Board’s determination. The Company has been advised by one of the two former officers who have not settled with the Commission that he intends to defend the Commission’s proposed action in Federal District Court. As of July 2002, the legal fees for such defense were estimated by the former officer’s defense counsel to be “no less than $400,000 over the next year”. The Company believes the Commission’s allegations will be challenged by the other former officer in Federal District Court. Until such time as the disposition of the Commission’s allegations with regard to the two former officers has been finalized, the Company will maintain its Litigation Settlement Reserve, which at January 31, 2003 was $976,000.

In December 2002, the office for the United States Attorney, District of Massachusetts, requested documents from eBT relating to the investigation it conducted in connection with the restatement of its financial results for 1998. On February 12, 2003, eBT entered into an agreement with the United States Attorney’s office pursuant to which eBT will provide the requested documents subject to use immunity for the Company. We are unable to comment on what action the United States Attorney’s office may take with respect to any individuals, and we are unable to predict what additional requests, if any, eBT will receive in the future for By-law indemnification.

We may also be subject to various legal proceedings and claims that may arise during liquidation. We currently believe that any such proceedings and claims will not have a material adverse impact on the Company’s estimate of net assets in liquidation.

Item 4.    Submission of Matters to a Vote of Security Holders

None.

Item 4A.    Executive Officer of the Registrant

Stephen O. Jaeger, who is 58 years old and Chairman of the Board since March, 1999, agreed to serve as the Company’s Chief Executive Officer and President, effective June 1, 2001. Mr. Jaeger added the posts of Treasurer and Secretary in December 2001. Mr. Jaeger served as Chief Executive Officer of the Company from the end of March 1999 to April 11, 2000, and has been a director of the Company since its inception in November 1993. In mid-March 1999, after serving as an independent consultant, Mr. Jaeger joined privately-held PharmaCom Group, Inc. in February 1999 as a principal, director and officer. From December 1997 to October 1998, Mr. Jaeger was Executive Vice President and Chief Financial Officer and a director at Clinical Communications Group, Inc. from March 1995 until September 1997, Mr. Jaeger served as Vice President and Chief Financial Officer and Treasurer of The Perkin-Elmer Corporation. Mr. Jaeger was Chief Financial Officer of Houghton Mifflin from 1988 until March 1995.

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Part II

Item 5.    Market for Registrant’s Common Equity and Related Stockholder Matters

The common stock of eBT is currently traded on the OTC Bulletin Board under the symbol EBTI. The following table sets forth the high and low sale prices per share of eBT’s common stock for the fiscal periods listed below as reported on the Nasdaq National Market prior to May 24, 2002 and on the OTC Bulletin Board after that date. Such information reflects interdealer prices, without retail markup, markdown, or commission, and may not represent actual transactions. The Company was notified on February 14, 2002 that it was subject to delisting since its stock price, which generally tracks its estimated liquidation value, did not meet the Nasdaq National Market’s minimum market value requirements. The Company was delisted from the Nasdaq National Market on May 24, 2002.

As of April 15, 2003, eBT’s common stock was held by 363 holders of record. eBT has paid no dividends on its common stock since inception. eBT has made two cash liquidation distributions under the Plan. On December 13, 2001 the Company made a distribution in the amount of $44,055,000 ($3.00 per share based on 14,685,001 shares of common stock outstanding) and a distribution of $4,406,000 ($0.30 per share based on 14,685,001 shares of common stock outstanding) was made on October 30, 2002. Whether or not the stockholders approve the proposed reverse stock split (See Item. 1 “Business”), it is unlikely that any further liquidation distributions will be made to stockholders until final resolution of the Company’s obligations, if any, for indemnification claims (See Item 3. “Legal Proceedings”). The liquidation should be concluded on or around November 8, 2004 either directly to the stockholders or to one or more liquidating trusts.

Item 6.    Selected Financial Data

The following selected financial data of the Company as of and for the periods indicated below are derived from the financial statements of the Company. The information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included as Item 7, the financial statements and related footnotes included as Item 8 in this Form 10-K and the footnotes accompanying the tables. Effective August 1, 2001, the Company adopted liquidation basis accounting and as a result the selected financial data for fiscal year 2002 only reflects operating activity for the six month period through July 31, 2001.

Statement of Changes in Net Assets Data

(Liquidation Basis of Accounting)

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(Going Concern Basis)

Consolidated Balance Sheet Data

Consolidated Net Assets in Liquidation (January 31, 2003 and 2002) and

Going Concern Basis Data (January 31 2001, 2000 and December 31, 1998)

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Item 7.    Management’s Discussion and Analysis of Financial Condition, Status of Liquidation and Results of Operations

Overview

The Company’s Board of Directors unanimously adopted a Plan of Complete Liquidation and Dissolution (the “Plan”) on May 22, 2001. The Plan was approved by the holders of a majority of the Company’s shares on November 8, 2001. The key features of the Plan are (1) the conclusion of all business activities, other than those related to the execution of the Plan; (2) the sale or disposal of all of the Company’s non-cash assets; (3) the establishment of reserves to be sufficient to satisfy the liabilities, expenses and obligations of eBT not otherwise paid, provided for or discharged; (4) the periodic payment of per share liquidating distributions to stockholders; and (5) the authorization of the filing of a Certificate of Dissolution with the State of Delaware.

In connection with the adoption of the Plan and the anticipated liquidation, the Company adopted the liquidation basis of accounting effective August 1, 2001, whereby assets are valued at their estimated net realizable cash values and liabilities are stated at their estimated settlement amounts. Uncertainties as to the precise net value of eBT’s assets (other than cash), and the ultimate amount of its liabilities make it impracticable to predict the aggregate net value that may ultimately be distributable to stockholders. Claims, liabilities and future operating costs (including salaries, payroll and local taxes, professional fees and miscellaneous office expenses), although currently declining in the aggregate, will continue to be incurred with execution of the Plan. Although we do not believe that a precise estimate of the Company’s net assets can currently be made, we believe that available cash and cash equivalent investments and amounts received for the collection of receivables will be adequate to provide for eBT’s obligations, liabilities, operating costs and claims (including contingent liabilities), and to make future cash distributions to stockholders.

In connection with the Board of Directors May 22, 2001 decision to implement the Plan, the Company immediately began the orderly wind down of its operations, including laying off most of its employees, seeking purchasers for the sale of its intellectual property and other tangible and intangible assets and providing for its outstanding and potential liabilities. These actions resulted in a special charge of $10,477,000 in the second fiscal quarter of 2002 (see Note 5 of “Notes to Consolidated Financial Statements”). The charge consisted of $4,573,000 in severance and related costs including $473,000 of non-cash stock compensation charges related to the accelerated vesting of restricted stock and stock options for the majority of its employees and executives, $2,904,000 related to the write-down of intangible assets, capitalized software costs and fixed assets to their estimated fair values, $2,050,000 related to a settlement agreement with Microlytics including legal fees (see Note 11 of “Notes to Consolidated Financial Statements”), $495,000 related to the write down of unrecoverable prepaid expenses and other current assets and $455,000 related to professional and other fees incurred that were related to the orderly wind down of the Company’s operations.

Under Delaware law, the Company will remain in existence as a non-operating entity until at least November 8, 2004 and is required to maintain a certain level of liquid assets and reserves to cover any remaining liabilities and pay operating costs during the dissolution period. During the dissolution period, the Company will continue to convert its remaining assets to cash and settle its liabilities as expeditiously as possible.

On February 3, 2003, the Company filed a preliminary proxy statement with the Commission (amended March 17, 2003) seeking shareholder approval for a reverse stock split. If approved by the shareholders, the

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Company intends to terminate its status as a reporting company under the Exchange Act and thereby eliminate the expenses associated with being a reporting company. Based on its past experience, the Company believes that total savings of $100,000 to $120,000 in previously estimated liquidation costs may be realized by becoming a private entity. The proposed reverse split will be in the ratio of one share of new common stock for every fifty shares of the 14,680,459 shares of eBT common stock currently outstanding. The Company currently expects to mail its definitive proxy statement to shareholders by May 9, 2003, incorporating by reference this Annual Report on Form 10-K for the fiscal year ended January 31, 2003. The special meeting of shareholders to vote on the reverse stock split is expected to be held no later than June 10, 2003.

Critical Accounting Policies and Significant Estimates

Estimated Litigation Settlement Costs Reserve

Litigation settlement costs in the amount of $976,000 at January 31, 2003 and 2002 primarily represent estimated future legal fees, and amounts that may be payable under the Company’s By-laws to indemnify certain former officers for expenses reasonably incurred in connection with the Commission’s investigation of the restatement of the Company’s results for the first three calendar quarters of 1998. However, the Company’s By-laws provide that an officer is not entitled to such indemnification if it is adjudicated or determined that such officer did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company. Further, in this instance, the Company may not be required to make any further payments to the individuals and any remaining unpaid reserve amounts will result in an increase in the total net proceeds estimated as available for distribution to shareholders. See Note 11 of “Notes to Consolidated Financial Statements” for a summary of the Commission’s investigation and involvement of the United States Attorney.

General Contingency Reserve

In view of the duration of the liquidation period to November 8, 2004, and provision in Delaware law that the Company maintain reserves sufficient to allow for the payment of all its liabilities and obligations, including all contingent, conditional and unmatured claims, the Company established a general contingency reserve upon the adoption of liquidation basis accounting on August 1, 2001. The amount of reserve initially established was $900,000, at January 31, 2002 was $235,000 and at January 31, 2003 is $100,000. The Company has no known material claims against this reserve and will periodically assess whether maintenance of a lower or higher general contingency reserve is required. The reductions in this reserve have been accounted for as adjustments to assets and liabilities to fair value in the liquidation basis financial statements. In the event there are no claims against this reserve then the amount of liquidation proceeds that may be paid to stockholders will be increased.

Estimated Costs to be Incurred During Liquidation Period

At January 31, 2003, the Company estimates that there are $594,000 of costs remaining, including compensation for liquidation personnel and Board fees ($242,000), professional fees ($342,000) and miscellaneous other costs ($10,000). At January 31, 2002, remaining costs were $989,000, including compensation for liquidation personnel and board fees ($400,000), professional fees ($549,000) and miscellaneous other costs ($40,000).

If the reverse stock split is approved by the Company’s shareholders, and relief from the reporting requirements under the Exchange Act is achieved, based on its past experience, the Company believes that total savings of $100,000 to $120,000 in previously estimated liquidation costs may be realized.

Liquidity and Capital Resources

The Company’s primary objectives are to liquidate its assets in the shortest time period possible while realizing the maximum values for such assets. The actual nature, amount and timing of future liquidating distributions will be determined by the Board in its sole discretion, and will depend upon a variety of factors

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including, but not limited to, eBT’s ability to convert certain remaining assets into cash, the ultimate settlement amounts of the Company’s liabilities and obligations, actual costs in carrying out the Plan, the timing of the liquidation and dissolution and shareholder approval of the reverse stock split referred to above. Although the liquidation is currently expected to be concluded on or around the third anniversary of the filing on November 8, 2001 of the Certificate of Dissolution in Delaware, the period of time to liquidate the assets and distribute the proceeds is subject to uncertainties and contingencies, many of which are beyond the Company’s control (see Item 1, “Risk Factors”).

As of January 31, 2003, the Company’s total assets were $3,532,000, of which $2,999,000 is comprised of cash, cash equivalents and marketable securities. On October 30, 2002, the Company paid the sum of $4,406,000, equivalent to $0.30 per common share to stockholders of record on October 24, 2002. On December 13, 2001, the Company paid the sum of $44,055,000, equivalent to $3.00 per common share to stockholders of record as of December 7, 2001. The Company currently estimates that stockholders may receive periodic additional liquidation proceeds of $0.102 per common share. This amount does not include any benefit that might be realized if some or all of the estimated litigation settlement costs and general contingency reserves are not required to pay claims (see Note 1 of “Notes to Consolidated Financial Statements”), or the $100,000 to $120,000 in liquidation cost savings expected to be realized if the shareholders approve the reverse split and the Company terminates its status as a reporting company under the Exchange Act. Whether or not the stockholders approve the reverse stock split, it is unlikely that any further liquidation distributions will be made to stockholders until final resolution of the Company’s obligations, if any, for indemnification claims (see Note 11 of “Notes to Consolidated Financial Statements”).

At January 31, 2003, the Company estimates that $594,000 of operating costs may be incurred during the remaining liquidation period through November 8, 2004. If the reverse stock split is approved by the shareholders, these costs may decline by $100,000 to $120,000. The estimated liabilities of the Company at January 31, 2003 total $1,437,000, including $976,000 for potential litigation settlement costs (see Note 1 of “Notes to Consolidated Financial Statements”) equivalent to approximately $0.066 per share and $100,000 in general contingency reserve (see Note 1 of “Notes to Consolidated Financial Statements”), equivalent to approximately $0.007 per share.

The net decrease in net assets in liquidation to $1,501,000 at January 31, 2003 from $4,700,000 at January 31, 2002, or $3,199,000, reflects the October 30, 2002 cash distribution to shareholders totaling $4,406,000 (a reduction in net assets) and the adjustment of assets and liabilities to fair value in the amount of $1,207,000 (an increase in net assets). The adjustment of net assets and liabilities to fair value in fiscal year 2003 and the fourth fiscal quarter of 2003 was comprised of the following:

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Liquidation Basis of Accounting

The consolidated financial statements for fiscal 2001 and for the six months ended July 31, 2001 were prepared on the going concern basis of accounting, which contemplates realization of assets and satisfaction of liabilities in the normal course of business. As a result of the adoption of the Plan and the imminent nature of the liquidation, the Company adopted the liquidation basis of accounting effective August 1, 2001. This basis of accounting is considered appropriate when, among other things, liquidation of a company is probable and the net realizable value of assets are reasonably determinable. Under this basis of accounting, assets are valued at their estimated net realizable values and liabilities are stated at their estimated settlement amounts. The conversion from the going concern to liquidation basis of accounting has required management to make significant estimates and judgements. In order to record assets at estimated net realizable value and liabilities at estimated settlement amounts under liquidation basis accounting, the Company recorded the following adjustments to record its assets and liabilities to fair value as of August 1, 2001, the date of adoption of liquidation basis accounting:

The amount and timing of future liquidating distributions will depend upon a variety of factors including, but not limited to, the actual proceeds from the realization of the Company’s assets, the ultimate settlement amounts of the Company’s liabilities and obligations, actual costs incurred in connection with carrying out the Plan, including salaries, administrative and operating costs during the liquidation period, the timing of the liquidation and dissolution and shareholder approval of the reverse stock split referred to above. Whether or not the stockholders approve the reverse stock split, it is unlikely that any further liquidation distributions will be made to stockholders until final resolution of the of the Company’s obligations, if any, for indemnification claims. See Note 11 for a summary of the current status of indemnification claims.

A summary of significant estimates and judgments utilized in preparation of the January 31, 2003 and 2002 consolidated financial statements on a liquidation basis follows:

Receivables and Other Assets

Receivables and other assets are summarized as follows:

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Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses are summarized as follows:

Results of Operations

Six Months Ended July 31, 2001 (the last period in which the Company had operations).

Total Company revenues of $1,526,000 for the six months ended July 31, 2001 compared with revenues of $6,865,000 (excluding business disposed) in the comparable preceding period. Given this performance, which included revenues of only $429,000 in the fiscal quarter ended July 31, 2001, and the other factors specified in the October 3, 2001 Proxy Statement, the Board of Directors adopted the Plan.

Operating expenses in the six months ended July 31, 2001 totaled $18,993,000, of which $11,395,000 were special charges. The special charge of $10,477,000, taken in connection with the commencement of the orderly wind down of the Company’s operations, is discussed above in “Overview.” The remaining special charge of $918,000 was for the write-down of computer equipment, purchased software and office equipment to their estimated fair values as of April 30, 2001. This write-down was due in part to the poor operating results reported for the first fiscal quarter of 2002 and revised future operating performance. These assets, along with other assets and liabilities, were further revalued with the adoption of liquidation basis accounting on August 1, 2001.

All other operating costs in the six months ended July 31, 2001 were directly related to the Company’s then business activities.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to the impact of interest rate fluctuations. Our cash equivalents and available for sale investments are exposed to financial market risk due to fluctuations in interest rates, which may affect the future cash value of the assets available for distribution to shareholders. We manage the exposure to financial market risk by performing periodic evaluations of our investment portfolio and investing in investment grade corporate securities, United States agency bonds, and asset backed securities all of which have maturities before November 8, 2004. In addition, we do not use investments for trading or other speculative purposes. We have performed a sensitivity analysis assuming a certain hypothetical adverse fluctuation in interest rates. The analysis indicated that any change in interest income would not have a material adverse effect on our Consolidated Statement of Net Assets in Liquidation as of January 31, 2003. However, actual interest income earned over the remaining liquidation period may differ materially from our analysis.

Item 8.    Financial Statements and Supplementary Data

The Company’s consolidated financial statements and supplementary data are included under Item 15 of this Annual Report and incorporated herein by reference.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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Part III

Item 10.    Directors and Executive Officers of the Registrant

The Company has a classified Board of Directors currently consisting of two Class I directors, one Class II director and one Class III director. The Class I and Class II directors were elected to serve until the annual meetings of stockholders to be held in 2003 and 2004, respectively, or until their respective successors are duly elected and qualified. No annual meeting was held in 2002, and the Class III director continues to serve until her successor is duly elected and qualified. At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those whose terms are expiring.

For each member of the Board of Directors, there follows information given by each concerning his or her principal occupation and business experience for the past five years, the names of other publicly-held companies of which he or she serves as a director, his or her age and his or her length of service as a director of the Company.

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Other than Mr. Jaeger, there are no other executive officers of the Company.

Directors’ Compensation

Each director who is not an employee of the Company receives $2,500 per quarter for Board and committee meetings held during the quarter, up to a maximum of $10,000 per year (subject to adjustment by the Board in the event that the number of meetings in the year is extraordinary). In February 2003, director compensation was reduced to $1,250 per quarter, up to a maximum of $5,000 per year. This change will be effective June 1, 2003.

Item 11.    Executive Compensation

Summary Compensation Table

The following table sets forth information with respect to the compensation, for the last three fiscal years, of the Chief Executive Officer of the Company during the fiscal year ended January 31, 2003.

There were no stock options granted during the fiscal year ended January 31, 2003.

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Aggregated Option Exercises and Year-End Option Table

As of January 31, 2003 all options held by the Chief Executive Officer were either exercised or forfeited prior to January 31, 2003.

Employment Agreements

Stephen O. Jaeger, the Company’s Chief Executive Officer at the time. Mr. Jaeger’s employment agreement was amended effective April 13, 2000 to provide that, notwithstanding his resignation as Chief Executive Officer effective April 2000, Mr. Jaeger’s annual base salary would continue to be $260,000 until such time as the Company divested itself of its Information Exchange Division or the Board determined otherwise. If the Information Exchange Division were divested, the amended agreement provided that Mr. Jaeger’s annual base salary would be reduced to $120,000. In addition, pursuant to the amended agreement, the third installment of Mr. Jaeger’s 1999 option grant (an option to purchase 33,334 shares) was amended so that it vested upon the earlier to occur of March 31, 2002, or the date Mr. Jaeger was terminated by the Company as Chairman of the Board; provided his termination is not for cause and the date of termination was between April 1, 2001 and March 30, 2002.

The Company also entered into an agreement with Mr. Jaeger, effective February 15, 2000, pursuant to which Mr. Jaeger was to be paid a one-time transaction bonus of $150,000 upon consummation of a transaction in which a Change of Control of the Company (as defined in the agreement) occurs, provided that Mr. Jaeger was employed as either the Chairman or Chief Executive Officer at the time of the execution of a definitive agreement which will result in a Change of Control of the Company. The agreement was subsequently amended effective April 13, 2000 to provide for payment of the transaction bonus to Mr. Jaeger upon the earliest of a Change of Control of the Company or the sale by the Company of its Information Exchange Division. On July 10, 2000, the Company completed the sale of the Information Exchange Division and Mr. Jaeger was paid the bonus on August 25, 2000 and his salary was reduced to $120,000 effective July 31, 2000.

Following the resignation of the Company’s prior President and Chief Executive Officer on May 30, 2001, Mr. Jaeger agreed to serve once again as the Company’s Chief Executive Officer and President. Effective June 1, 2001, the Company entered into a new Employment Agreement (the “2001 Agreement”) with Mr. Jaeger. The 2001 Agreement replaced his April 1, 1999 employment agreement. The 2001 Agreement provided for the following compensation:

On March 18, 2002, Mr. Jaeger and the Company agreed to reduce his base salary base to $90,000 per year effective as of March 1, 2002, and to provide Mr. Jaeger with the opportunity to earn a bonus in fiscal 2003 of up to $30,000, if the estimate of the payout to shareholders is in excess of $.28 per share at January 31, 2003 (adjusted for any cash payouts made in the fiscal year). In February 2003, Mr. Jaeger and the Company agreed to reduce his base salary to $30,000 per year effective as of May 2003.

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Item 12.    Security Ownership of Certain Beneficial Owners and Management

Five Percent Beneficial Owners

The following table sets forth information relating to the beneficial ownership of Common Stock by each person known by the Company to own beneficially more than 5% of the Company’s Common Stock as of April 22, 2003:

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Management’s Stock Ownership

The following table sets forth information relating to the beneficial ownership of Common Stock, by (i) each director of the Company, (ii) the executive officer, and (iii) the directors and executive officer of the Company as a group.

Equity Compensation Plan Information

Item 13.    Certain Relationships and Related Transactions

None.

Item 14.    Controls and Procedures

Within the 90-day period prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as such term is defined in Rule 13a-14(c) under the Securities Exchange Act of 1934. The evaluation of the Company’s disclosure controls and procedures was made under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer. Based upon that review, the Company believes that its disclosure controls and procedures are adequately designed to ensure that the information that the Company is required to disclose in this report has been accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding such required disclosure.

There have not been any significant changes in the Company’s internal controls and procedures or in other factors that could significantly affect such internal controls since the date of the most recent evaluation by these senior officers and no corrective actions with regard to any significant deficiencies or material weaknesses have been taken.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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CERTIFICATION

I, Stephen O. Jaeger, certify that:

1. I have reviewed this annual report on Form 10-K of eBT International, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:    April 24, 2003

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Part IV

Item 15.    Exhibits, Financial Statement Schedules, and Reports on Form 10-K

The Consolidated Financial Statements listed in the accompanying Index to Consolidated Financial Statements and Financial Statement Schedule is filed as part of this Annual Report.

2.  Consolidated financial statement Schedule

The Consolidated Financial Statement Schedule listed in the accompanying Index to Consolidated Financial Statements and Financial Statement Schedule is filed as part of this Annual Report.

3.  Exhibits

The following exhibits are filed as part of this Annual Report.

99.1 Certificate pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

None.

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Item 15(a).    Index to Consolidated Financial Statements and Financial Statement Schedule

All other schedules have been omitted since the required information is not present or the amounts are not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or notes thereto.

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The Board of Directors and Stockholders

eBT International, Inc.

We have audited the accompanying consolidated statements of net assets in liquidation of eBT International, Inc. as of January 31, 2003 and 2002 and the related consolidated statements of changes in net assets in liquidation for the year ended January 31, 2003 and the six months ended January 31, 2002. In addition, we have audited the consolidated statements of operations, stockholders’ equity and cash flows for the six months ended July 31, 2001 and the year ended January 31, 2001. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 1 to the consolidated financial statements, the stockholders of eBT International, Inc. approved a plan of complete liquidation and dissolution of the Company, and the Company commenced liquidation shortly thereafter. As a result, the Company has changed its basis of accounting for periods subsequent to July 31, 2001 from the going-concern basis to a liquidation basis.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated net assets in liquidation of eBT International, Inc. as of January 31, 2003 and 2002 and the consolidated changes in net assets in liquidation for the year ended January 31, 2003 and the six months ended January 31, 2002, and the consolidated results of its operations and its cash flows for the six months ended July 31, 2001 and the year ended January 31, 2001, in conformity with accounting principles generally accepted in the United States applied on the bases described in the preceding paragraph. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Boston, Massachusetts

April 17, 2003

23

eBT INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION

JANUARY 31, 2003 and 2002

See accompanying Notes to Consolidated Financial Statements

24

eBT INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

YEAR ENDED JANUARY 31, 2003 and

SIX MONTHS ENDED JANUARY 31, 2002

See accompanying Notes to Consolidated Financial Statements

25

eBT INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (GOING CONCERN BASIS)

FOR THE SIX MONTHS ENDED JULY 31, 2001,

AND YEAR ENDED JANUARY 31, 2001

(In thousands, except per share amounts)

See accompanying Notes to Consolidated Financial Statements.

26

eBT INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (GOING CONCERN BASIS)

SIX MONTHS ENDED JULY 31, 2001,

AND YEAR ENDED JANUARY 31, 2001

(In thousands of dollars)

See accompanying Notes to Consolidated Financial Statements.

27

eBT INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

GOING CONCERN BASIS

(In thousands except share amounts)