SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                          Form 10-KSB

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
            OF THE SECURITIES EXCHANGE ACT OF 1934.


For the fiscal year ended December 31, 1997.Commission File No. 33-27652-NY


                       BusinessNet Holdings Corp. and Subsidiaries
                  (Exact name of registrant as specified in its charter)



                  Delaware                                      22-2946374
(State or other jurisdiction of
incorporation or organization)                 (IRS Employer Identification No.)


                        1 Bannisters Wharf, Newport, RI 02840
                       (Address of Principal Executive Offices)


Registrant's telephone number, including area code:(401) 683-1570

Securities registered pursuant to Section 12 (b) of the Act:  None

Securities registered pursuant to Section 12 (g) of the Act:  None

                  Common stock, $.01 par value


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 shorter period that the registrant was
required to file such report), and (2) has been subject to such filing
requirements for the past 90 days.

 Yes:   X                      No:

Transitional Small Business Disclosure Format:

 Yes:   X                      No:


The number of shares outstanding of the registrant's classes of common stock
as of December 31, 1997 is 15,824,010 shares of $.01 par value common stock.









                                                                             1

<PAGE>
                 BusinessNet International Inc. and Subsidiaries

                                 FORM 10-KSB,
                       Fiscal Year Ended December 31, 1997


                              TABLE OF CONTENTS


PART I

Item 1- Business                                                       3
Item 2- Properties                                                     4
Item 3- Legal Proceedings                                              5
Item 4- Submission of Matters to a Vote of Security Holders            6

PART II

Item 5 - Market for Registrant's Common Equity and Related Stockholders
     Matters                                                           6
Item 6 - Management's Discussion and Analysis of Financial Condition
     and Results and Plan of Operations                                7
Item 7 - Financial Statement and Supplementary Data                  F-1
Item 8 - Changes In and Disagreements with Accountants on Accounting and
     Financial Disclosure                                             11

PART III

Item 9 - Directors and Executive Officers of the Registrant            11
Item 10- Executive Compensation                                        12
Item 11- Security Ownership of Certain Beneficial Owners and Management13
Item 12- Certain Relationships and Related Transactions                14

PART IV
Item 13 -Exhibits, Schedules and Reports on Form 8-K                   15

Signatures                                                             16



























                                                                            2

PART I

Item 1 - Business

GENERAL

BusinessNet Holdings Corp. (the "Company"), formerly known as BusinessNet
International, Inc. and Navigato International, Inc. (formerly known as
Portfolio Publishing, Inc.); was incorporated under the laws of the State of
Delaware on January 10, 1989.

In January, 1994 the Company acquired 100% of the capital stock of Navigato A/S,
a development stage company located in Skive, Denmark which develops,
manufactures and markets GPS (satellite-based) fleet management systems. With
the acquisition of Navigato A/S in January, 1994, the Company ceased all
aspects of its former publishing business and focused its business
exclusively on fleet management.

On June 5, 1996, the Registrant acquired 100% of the issued and outstanding
stock of BusinessNet U.K. Limited (formerly, Dubesco U.K. Limited), a United
Kingdom corporation from Morten Skjelborg and affiliates. BusinessNet Europe was
subsequently established as a holding company 100% owned by the Registrant, and
Mr. Skjelborg became Chairman of the Registrant.

Recent Reorganization

During 1997, a financial reorganization of the Registrant's foreign subsidiaries
was required as a result of the failure of subsidiary Options Invest Danmark A/S
to obtain a required financial services license from the Government of Denmark.
As a result of this financial reorganization, the Registrant has discontinued
its European business operations effective September 30, 1997.  The Registrant
at present has no administrative or operating control of any of the former
subsidiary operations, and accounted for the abandonment of these subsidiaries
during the year ended December 31, 1997.

Consequently, the business operations of the Registrant are presently limited to
its administrative operations, although it is currently reviewing its legal
options with respect to recouping a portion of its investment in BusinessNet
Europe, Ltd.  No asset values remain as of this time.

On August 1, 1998 the Registrant changed its name to BusinessNet Holdings Corp.,
and undertook a reverse-split of its Common Stock on the basis of one new Share
for each fifty (50) issued and outstanding Shares.

The Registrant maintains executive and administrative offices at 1 Bannister's
Wharf, Newport, RI 02840. The telephone number is (401) 683-1570.

Future Business Operations

Management of the Registrant is presently undertaking to explore various
options to acquire and/or develop new business operations for the Registrant,
including mergers with or acquisitions of other business corporations.


EMPLOYEES

At December 31, 1998 the Company had no salaried employees.







                                                                            3
Item 2 - Properties

The Company's principal facilities through the first quarter 1997 were as
follows:

Location               SquareMeters                Operations

Stamford, CT                15                     Corporate administration

Copenhagen, Demark       1,300                     Financial services:
                                                   Sales and administration

Dalgas Avenue, Aarhus,
Denmark                    500                     Financial services:
                                                   Sales and administration

Skive, Denmark           1,000                     Fleet management operations:
                                                   Manufacturing, management,
                                                   research & development,
                                                   sales and marketing

Hellerup, Denmark        1,400                     Internet services: Research &
                                                   development, sales
                                                   and management

Marselisborg Havn, Aarhus,
Denmark                    350                     Internet services: Sales


All of the Company's principal facilities were occupied under long-term leases
to the foreign subsidiaries, except the location on Dalgas Boulevard in Aarhus
which was owned by the foreign subsidiaries.  As a result of the reorganization,
whereby the Company abandoned the foreign subsidiaries, the Company, as of
December 31, 1997 had only maintained administrative offices as follows:

Location                   Square Feet         Operations

55 Memorial Blvd.                250           Corporate administration
Newport, RI


The Company leased this space on a month-to-month basis with the rental expense
included in the legal and administrative expense of $5,000.




















                                                                            4
Item 3 - Legal Proceedings

The Registrant is at present not involved in any legal proceedings.  It is not
anticipated that the Registrant will be involved in any legal proceedings in
which its former subsidiaries are involved in Denmark.

The Registrant does not believe that the legal actions in Denmark involving its
former subsidiaries will result in any additional material adverse impact to the
Company.

The Registrant is currently reviewing its legal options with respect to
recouping a portion of its investment in  BusinessNet Europe, Ltd., and which is
at present a non-performing asset.




















































                                                                             5

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

No matters were submitted to a vote of Security Holders during the fourth
quarter of the year.

                            PART II

Item 5 - Market for Registrant's Common Equity and Related Stockholders Matters

(a) The Company's Common Stock was listed on the OTC Bulletin Board Market
(Symbol: BUII) for the four quarters of 1997 and 1996, respectively, as reported
by the National Quotation Bureau, Inc.

                           HIGH    LOW         HIGH     LOW
 1996                       BID PRICES           ASK PRICES
 January 1 - March 31       9/16    1/8         5/8     5/32
 April 1 - June 30         1 3/4   3/16       1 7/8      1/4
 July 1 - September 30     1 7/8    3/4           2      7/8
 October 1 - December 31   2 1/8   1          2 3/8    1 1/8

                           HIGH    LOW         HIGH     LOW
 1997                       BID PRICES           ASK PRICES
 January 1 - March 31      1 1/4   1          1 5/8    1 1/4
 April 1 - June 30          7/16    1/4         1/2      3/8
 July 1 - September 30     6 1/4  3 1/2       3 1/2    7 1/2
 October 1 - December 31   5      1 1/2       5 1/2    1 3/4


Sales prices do not include commissions or other adjustments to the selling
price.

(b) Holders- As of December 31, 1997 there were approximately 95 stockholders of
record of the Company's Common Stock. Based upon information from nominee
holders, the Company believes that the number of  beneficial holders of its
Common Stock exceeds 200.

(c) Dividends - The Company has not paid or declared any dividends upon its
common stock  and it intends for the foreseeable future to retain any earnings
to support the growth of its business.  Any payment of cash dividends in the
future, as determined at the discretion of the Board of Directors, will be
dependent upon the Company's earnings and financial condition, capital
requirements, and other factors deemed relevant.






















                                                                            6
Item 6 -    Management's Discussion and Analysis of Financial Condition and
            Results and Plan of Operations

RESULTS OF OPERATIONS

Twelve months Ended December 1997 vs. December 1996

As a result of the reorganization undertaken by the Registrant on September 30,
1997, at which time it discontinued its former subsidiary operations, the
financial results of the former subsidiaries will no longer be reported by the
Registrant and therefore year-to-year comparisons are not meaningful.  The
Registrant undertook a quasi-reorganization in accordance with applicable FASB
standards on December 31, 1997, and has written off its investment in its former
operating subsidiaries.

Twelve months Ended December 1996 vs. December 1995

Total revenue for the twelve month period ended December 31, 1996 was
$21,900,349, compared to $20,487,055 for the twelve month period ended December
31, 1995, representing an increase of 6.9%.  The business operations which
produced operating revenue during this period have been discontinued.

During 1996 and 1995, respectively, the discontinued Financial Division
accounted for $21,110,944 and $19,960,141, representing 96.49% and 97.49% of
total revenues, respectively. Interest and dividends revenue totaled $240,249
and $203,104 for the two years ended 1996 and 1995, respectively. Overall
financial services activity increased  due primarily to strong security markets
during the fourth quarter. As a result sales in the Financial Division grew
satisfactory during the fourth quarter. Financial Services first quarter 1997
sales are expected to be very satisfactory.

Total revenues in the discontinued IT group, for the twelve months ending
December 31, 1996 rose to $549,156 as compared to $323,810 for the prior year.
The IT group consists of Internet Services and Fleet Management operations.

The Fleet Management operations performance was well below expectations for the
year. Navigato A/S contributed with sales of $72,687 for fiscal 1996. For the
year ended December 31, 1995, Navigato realized revenues totaling $323,810. The
Fleet management business had a high number of inquiries during the year, but
received only few orders.

Activities during fourth quarter mainly focused on establishing good relations
with potential clients and business partners. These activities have resulted in
a number of very important orders in the first quarter of 1997, more than
doubling the companies installed base and number of clients. One of these orders
was from The National Bank of Saudi Arabia, which is regarded as an important
reference. This is expected to aide Navigato's marketing efforts especially in
the region.

Another positive result of the activities in the fourth quarter of 1996, was an
agreement with Nokia Mobile Phones Ltd., which extends the functionality of the
fleet management products. This agreement was completed in the first quarter of
1997.

The Internet business contributed $290,238 to sales and thereby continued to
improve sales with fourth quarter revenues making up $175,816 or 60.6% of the
total Internet sales for fiscal 1996. The improvement was however at a slower
pace than anticipated. The order backlog grew at a faster pace than sales,
indicating a longer delivery time, primarily due to a different mix of sales
than expected. The number of Internet customers was approximately 650 at
December 31, 1996, all of which were new customers for the Company in 1996. The
business transacted with these customers varies from establishing a domain
name for approximately $260 to website and installation projects that are priced
from $850 to $26,000 per site, with the average revenue realized per site of
approximately
                                                                             7

$1,700. The improvement in Internet sales is continuing into fiscal 1997. First
quarter sales are expected to match or even exceed total sales for fiscal 1996.

Operating expenses increased from $17,064,218 in fiscal 1995 to $19,356,381 in
fiscal 1996, representing an increase of $2,292,163.  Within the various
categories of operating expense, selling and administrative expenses rose
$3,863,464 to $15,425,185, reflecting higher personnel costs resulting from the
general expansion of the business and the formation of the Internet services
company. Selling and administrative expenses rose to support a higher revenue
level and to scale up the Company's emergence as a full service Internet Service
Provider (ISP).  New selling and marketing programs for fiscal 1996 included the
realignment of Navigato's sales and support operation along new geographical
lines, the launching of a major marketing campaign for the ISP company, and the
opening of a new sales office in Aarhus.  Research and development cost rose to
$689,940 from $202,155, representing an increase of $487,785. Prior to the
acquisition, the exclusive focus of the Company's research and development
activities had been to improve its fleet management and vehicle security
products.  During 1996, there were significant development expenses incurred for
writing  Internet  software and documentation that were not present during
fiscal 1995. The Company anticipates that R & D will continue in future years,
but grow at a slower rate than before.

The twelve months ended December 31, 1996 resulted in a loss of $1,957,221, as
compared to an income of $1,036,373 for the twelve months ended December 31,
1995. The disappointing results for 1996 were mainly due to circumstances which
management believes are unlikely to be repeated in the future. The two major
single factors behind the result are a net loss of approximately $2.24 million
on financial assets above the normal expected principle trading loss which is
expected from the Company's trading policy and a net loss of approximately $1.06
million on clients receivable in the financial division, which is discussed at
length in "legal proceedings". Excluding non-recurring losses of approximately
$3.62 million the group's result would have been a net income of approximately
$1.66 million

Since the financial companies main revenue is derived from commissions on short
term trading, lack of volatility is considered a commercial risk.

The intent of the financial division's policy on trading for its own account, is
to hedge against this commercial risk. Generally, the financial division would
realize trading losses in periods with large market movement, especially in
prolonged bull markets. As a result of a deviation from policy, the Company
recorded a large trading loss during the fourth quarter. Management believes
that when a hedge is established, any loss on financial assets will usually be
more than offset by commissions from the core business and the hedge.

The unfortunate combination of circumstances in the fourth quarter of 1996 led
to a total loss of approximately $4.0 million. Management decisions and human
error accounted for approximately $2.24 million of the loss on financial assets,
the other approximately $1.76 million was deemed a result of normal policy.

The breakdown that took place in the fourth quarter made it evident that the
procedures for taking and handling customer orders needed to be strengthened. As
a consequence procedures have been changed, and the new method to institute and
execute an order is in place. It is the management's belief that the steps
already taken should minimize the risk for a recurrence of such future losses.

In the fourth quarter the financial division also took a loss of approximately
$1.38 million on clients receivable. The main part of this loss relates to the
situation mentioned in our quarterly report on Form 10-QSB for the period ended
September 30, 1996. (See also Note 8 to the financial statements and "legal
proceedings").

However it is anticipated that the ongoing lawsuits will take years to settle.
Management decided that it would be more prudent to take a one time charge at
this early stage.
                                                                            8
The financial division had a fourth quarter net loss of approximately $1.67
million including non-recurring losses of approximately $3.62 million. Exclusive
of the non-recurring losses, the financial division would have had an operating
profit of approximately $1.95 million.

EFFECT OF INFLATION ON OPERATION

To date inflation has not had a significant impact on the Company's operating
results.

SEASONALITY

The Company's business as a whole has not experienced significant seasonal
fluctuations, although the financial services business experiences a lower
volume of business during the summer months due to vacations.

CAPITAL RESOURCES AND LIQUIDITY

As of December 31, 1997 the Company had a working capital deficit of $19,278 and
had discontinued its previous operations.  Management plans on raising capital
through the issuance of its common stock, initially in private transactions, and
commencing new operations based upon the opportunities made available to the
Company.

At December 31, 1996, the Company had a negative working capital position of
$1,852,911, as compared to a working capital surplus of $1,135,670 at December
31, 1995.

On February 1, 1994, the Company completed the acquisition of Navigato A/S, a
Danish corporation, through the issuance of 3,400,000 shares of Common Stock of
the Company. In addition, the Company simultaneously completed the sale of
1,200,000 shares of Common Stock to certain foreign investors for total
aggregate consideration of $1,200,000.

On March 31, 1995 the Company completed an additional Regulation S offering of
500,000 shares, each sold for $1.125 per share.  This generated proceeds of
$562,500 to the Company.

Capital expenditures for the Company increased during 1996 and included costs
relating to the fit-up of a new central data center in Copenhagen.  This data
center was primarily used to support the Internet service business and corporate
administrative activities.

As of December 31, 1996 cash and cash equivalents had decreased by $107,029 from
1995 to $686,544.  Accounts receivable rose from $2,281,653 to $2,853,344 and
reflected an increase in sales.

There can be no future assurance, that the Company's business will generate
sufficient cash flow from operations or that future working capital borrowings
will be available in sufficient amounts and required time frames to accomplish
all of the Company's operating requirements.

As stated in earlier filings the financial service companies are under
evaluation by the Danish Finanstilsyn (the equivalent of the Securities and
Exchange Commission). According to the law set in effect from January 1, 1996
the financial companies needs the Finanstilsyn approval to conduct financial
services in Denmark and the rest of the European Union (EU).

The Company filed the application with the Finanstilsyn on the June 30, 1996.
The negotiations with the Finanstilsyn did not begin before April of 1997. The
Finanstilsyn's evaluation resulted in denial, which management had not
anticipated, and as a result the Company's foreign subsidiaries became
insolvent, as such the Company abandoned the foreign subsidiaries and their
operations.

                                                                            9
DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

The disclosures included in this Form 10-KSB, incorporated documents included by
reference herein and therein, contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements are
identified by words such as "expects", "very satisfactory", "confident" and
words of similar import. Forward-looking statements are inherently subject to
risks and uncertainties, many of which cannot be predicted with accuracy and
some of which might not even be anticipated.  Future events and actual results,
financial and otherwise, may differ materially from the results discussed in the
forward-looking statements. Factors that might cause such a difference
include, but are not limited to, those discussed in this Form 10-KSB and other
matters detailed from time-to-time in the Company's Securities and Exchange
filings, including the Company's periodic filings on Form 10-QSB and Form 10-
KSB.


















































                                                                           10
                             PART IV

ITEM 7.     Financial Statement and Supplementary Data

  (a) (1)   The following documents are filed as part of this report:

a.     Consolidated Financial Statements of the Registrant, BusinessNet Holdings
       Corp.                                                 Page
Report of Independent Accountants'                                         F-1

Report of Independent Auditors'                                            F-2

Consolidated Balance Sheet of BusinessNet Holdings Corp.
  as of December 31, 1997                                                  F-3

Consolidated Statements of Operations of BusinessNet
  Holdings Corp. for the years ended
  December 31, 1997 and 1996                                               F-4

Consolidated Statements of Changes in Stockholders
  Equity of BusinessNet Holdings Corp. for the
  period from January 1, 1995 to December 31, 1997                         F-5

Consolidated Statements of Cash Flows of BusinessNet
  Holdings Corp. for the years ended
  December 31, 1997 and 1996                                               F-6

Notes to the Financial Statements of BusinessNet
 Holdings Corp.                                                    F-7 to F-22

b.     Interim Financial Statements

  Not Applicable

c.     Financial Statements of Business Acquired
    and to be Acquired





























                                                                            11














                INDEPENDENT ACCOUNTANTS' REPORT






To the Board of Directors and Stockholders
of BusinessNet Holdings Corp. (formerly BusinessNet International, Inc.) and
Subsidiaries


We have compiled the accompanying consolidated balance sheet of BusinessNet
Holdings Corp and Subsidiaries as of December 31, 1997, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the year then ended, in the accompanying index to the financial
statements (Item 7.), in accordance with Statements on Standards for Accounting
and Review Services issued by the American Institute of Certified Public
Accountants.

A compilation is limited to presenting in the form of financial statements
information that is the representation of management.  We have not audited or
reviewed the accompanying 1997 financial statements and, accordingly, do not
express an opinion or any other form of assurance on them.

In the prior years financial statement footnotes concerning contingencies,
management had anticipated the approval by Danish authorities to continue to
operate its financial services subsidiaries in Denmark as the companies became
subject to the control of a regulatory body for the first time.  The financial
services subsidiaries did not obtain this approval and as such the European
subsidiaries of the Company become insolvent.

The financial statements for the year ended December 31, 1996, were audited by
us and Mazars Danmark, and we expressed an unqualified opinion in our report
dated April 9, 1997, but we have not performed any auditing procedures since
that date.




                                         /s/Schuhalter, Coughlin & Suozzo, LLC
                                            SCHUHALTER, COUGHLIN & SUOZZO, LLC



Raritan, New Jersey

April 30, 1999

                                                                           F-1

                            INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders

BusinessNet Holdings Corp. (formerly BusinessNet International, Inc.)

We have audited the accompanying consolidated statements of income of
BusinessNet Holdings Corp. and subsidiaries as of December 31, 1996 and the
related consolidated statements of changes in stockholders' equity, and cash
flows for the year ended December 31, 1996. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

The consolidated financial statements as of December 31, 1996 have been restated
to reflect the pooling of interest with BusinessNet International, Inc. as
described in Note 2 to the consolidated financial statements.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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.

In our opinion, based on our audits including unaudited investees, the
consolidated financial statements referred to in the first paragraph present
fairly, in all material respects, the financial position of BusinessNet Holdings
Corp. and subsidiaries as of December 31, 1996, and the results of their
operations and their cash flows for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.








/s/MAZARS, DANMARK           /s/Schuhalter, Coughlin & Suozzo, LLC
 MAZARS, DANMARK              SCHUHALTER, COUGHLIN & SUOZZO, LLC
Kobenhavn, Danmark              Raritan, New Jersey

April 9, 1997
















                                                                          F-2
             BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEET
                        DECEMBER 31, 1997





      Assets

Current Assets
  Cash                                                              $ 647

      Total Current Assets                                            647

      Total Assets                                                  $ 647


      Liabilities and Stockholders' Equity

Current Liabilities
  Accounts payable and accrued expenses                          $ 20,375

       Total Current Liabilities                                   20,375

Stockholders' Equity
  Common stock, par value $.01 per share, authorized
    50,000,000 shares, issued and outstanding
    15,824,010 shares at December 31, 1997                        158,240
  Preferred stock, authorized 1,000,000 shares,
    par value $5.00 no shares issued                                    -
Additional paid in capital                                       (177,968)
Retained deficit subsequent to reorganization (12-31-97)                -

  Total Stockholders' Deficit                                     (19,728)

      Total Liabilities and Stockholders' Equity                 $    647



















The accompanying notes are an integral part of these financial statements.

                                                                          F-3
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS




                                                          For The
                                                         Year Ended
                                                         December 31,
                                                     1997          1996
                                                  (Unaudited)   (Restated)

Commissions and Fees                             $12,361,171 $21,110,944
Interest and dividends                                15,768     240,249
Other Revenue                                        327,145     549,156

      Total Revenue                               12,704,084  21,900,349

Operating Expenses
  Direct Operating Expenses                        1,584,214   2,365,706
  Selling and administrative expenses              6,139,094  15,425,185
  Research and development                           235,968     689,940
  Depreciation expenses                              131,473     532,045
  Bad debt expense                                         -     343,505

      Total Operating Expenses                     8,090,752  19,356,381

Income from operations                             4,613,332   2,543,968

Other Income (Expense)
  (Loss) on principal trading                     (2,810,316) (3,008,490)
  (Loss) from unconsolidating investees             (344,414)   (494,724)
  Interest expense                                   (81,085)   (340,595)
  Non recurring charge                                     -  (1,066,000)

      Total Other Income (Expenses)               (3,235,815) (4,909,809)

Loss from discontinued operations of European
  subsidiaries                                    (2,040,905)          -

      (Loss) before taxes                           (668,388) (2,365,841)

Benefit from (provision for) taxes                         -     408,620

      Net (Loss)                                 $  (668,388)$(1,957,221)

  (Loss) per share                               $     (.042)$     (.125)

Weighted average shares outstanding               15,824,010  15,679,522








The accompanying notes are an integral part of these financial statements.
                                                                          F-4
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               FOR THE PERIOD FROM JANUARY 1, 1996
                    THROUGH DECEMBER 31, 1997


                                                                 Additional
                                                Common Stock       Paid In
                                            Shares       Amount     Capital

Balance, January 1, 1996                15,641,760      156,418   3,080,144

Issuance of common stock
  for services                              22,250          222      15,078

Issuance of shares from
  treasury stock at cost                         -            -      35,510

Issuance of common stock
 for services charged to
 additional paid in capital
 in connection with the merger             160,000        1,600      (1,600)

Reduction of deferred tax
  assets acquired in merger                      -            -     (77,800)

Net loss for the year                            -            -           -

Net cumulative translation
  adjustment for the year                        -            -           -

Balance, December 31, 1996              15,824,010    $ 158,240  $3,051,332

Reduction of deferred tax
  assets acquired in merger
  (unaudited)                                    -           -    (387,707)

Net loss for the year (unaudited)                -           -           -

Net cumulative translation
  adjustment for the year (unaudited)            -           -           -

Equity adjustment for the abandonment
 of subsidiaries (unaudited)                     -           -      52,809

Reorganization due to abandoned
  subsidiaries charged to additional
  paid in capital (unaudited)                    -           - (2,894,402)

Balance, December 31, 1997 (unaudited)  15,824,010   $ 158,240 $ (177,968)











The accompanying notes are an integral part of these financial statements.
                                                                           16





                                         Cumulative
                Treasury Stock           Translation     Retained
            Shares          Amount       Adjustment      Deficit        Total

            597,290      (5,973)          81,954        (268,793)   3,043,750


                  -           -                -               -       15,300


            (97,290)        973                -               -       36,483





                  -           -                -               -            -


                  -           -                -               -      (77,800)

                  -           -                -      (1,957,221)  (1,957,221)

                  -           -          (85,237)              -      (85,237)

            500,000   $  (5,000)       $  (3,283)    $(2,226,014)    $975,275



                  -           -                -               -     (387,707)

                  -           -                -        (668,388)    (668,388)


                  -           -          (82,202)              -      (82,202)


           (500,000)      5,000           85,485               -      143,294



                  -           -                -       2,894,402            -

                  0   $       0        $       0      $        0   $  (19,728)












                                                                          F-5
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                        For the Years Ended
                                                            December 31,
                                                         1997          1996
DISCONTINUED OPERATING ACTIVITIES
  Cash Flows Provided by Operating Activities:
    Net (loss) income                                $1,372,517   $(1,957,221)
    Adjustments to reconcile net loss to
    cash provided by operating activities:
    Depreciation and amortization                       131,473       532,045
    Expense paid by issuance of common stock                  -        15,300
    Loss from unconsolidated investees                  344,414       494,724
    Provision for bad debts                                   -       343,505
    (Increase) decrease in securities purchased        (301,605)            -
    (Increase) in inventories                                 -      (422,871)
    (Increase) in accounts receivable                (1,206,366)     (964,689)
    Decrease in other receivables                       124,635        41,339
    Decrease in prepaid expenses                         14,011         9,573
    Increase in accounts payable and accrued
      expenses                                        2,047,811       426,869
    (Decrease) increase in taxes payable                359,358       (20,102)
    Increase in security deposits                       (16,268)      (51,322)
    (Decrease) increase in other liabilities             14,707     1,595,380
    (Decrease) increase in due to customers          (1,376,245)      674,257
    (Decrease) increase in securities sold and
      not yet purchased                                (185,712)      972,205
    Decrease in other assets                              6,506        27,745
    Decrease in deferred taxes                         (249,593)            -
      Net cash provided by operating
        activities                                    1,079,643     1,716,737

DISCONTINUED INVESTING ACTIVITIES
  Cash Flows Used In Investment Activities:
    Acquisition of fixed assets                        (138,107)     (908,979)
    Payment for purchase of investee                   (260,041)     (340,028)
    Investment in collectibles                          (26,122)     (340,719)
    Abandonment of subsidiaries                      (1,112,315)            -
      Net cash used in investing activities          (1,536,585)   (1,589,726)

DISCONTINUED FINANCING ACTIVITIES
  Cash Flows Used In Financing Activities:
    Issuance of treasury stock, at cost in 1996               -        36,483
    Proceeds from loan payable                           36,684     1,180,998
    Repayment of loans payable                         (105,035)     (184,184)
    Advances to related parties                        (150,301)   (1,093,839)
    Repayment of notes payable                                -      (279,321)
      Net cash used in financing activities            (218,652)     (339,863)

Effect of Exchange Rate Changes on Cash                 (10,303)      105,823

Net (decrease) increase in cash and cash
  equivalents                                          (685,897)     (107,029)

Cash and cash equivalents, beginning of year            686,544       793,573

Cash and cash equivalents, end of year               $      647    $  686,544


The accompanying notes are an integral part of these financial statements.
                                                                          F-6
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)

NOTE 1 - RECENT REORGANIZATION

     During 1997, a financial reorganization of the Company's foreign
     subsidiaries was required as a result of the failure of subsidiary Options
     Invest Danmark A/S to obtain a required financial services license from
     the Government of Denmark.  As a result of this financial reorganization,
     the Company has discontinued its European business operations effective
     June 30, 1997.  The Company at present has no administrative or operating
     control of any of the former subsidiary operations, and accounted for the
     abandonment of these subsidiaries during the year ended December 31, 1997.

     Consequently, the business operations of the Company are presently limited
     to its administrative operations, although it is currently reviewing its
     legal options with respect to recouping a portion of its investment in
     BusinessNet Europe, Ltd.  No asset values remain as of this time.

NOTE 2 - NATURE OF BUSINESS

     BusinessNet Holdings Corp. (formerly BusinessNet International, Inc. and
     Navigato International, Inc.) (the "Company") was originally incorporated
     under the laws of the State of Delaware on January 10, 1989 as Portfolio
     Publishing, Inc.

     After the completion of its public offering in February, 1990 as Portfolio
     Promotions, the company went through management and operational changes
     and on January 31, 1994 completed a reverse acquisition discussed in Note
     3.

     On January 31, 1994, the Company acquired 100% of the outstanding stock of
     Navigato A/S, a Danish company which had concluded the development of its
     first product line, a complete system for fleet management, including on-
     board computer, satellite communication equipment and software for the
     base station.  Navigato A/S has also signed agreements that give Navigato
     A/S the exclusive right to market a number of products within its business
     area in Denmark.

     The first period of financial reporting as an operating company was the
     fourth quarter 1994 as the company had its first significant sale to a
     South African customer in the Navigato A/S subsidiary which is now
     reported as a component of the discontinued technological segment.
     Preceding that period the Company had been in the development stage.

     On August 1, 1998 the Registrant changed its name to BusinessNet Holdings
     Corp., and undertook a reverse-split of its Common Stock on the basis of
     one new Share for each fifty (50) issued and outstanding Shares.

     As a result of the merger the Company had two distinct business segments.
     The business segments were technological product and services and the
     financial services division which assisted investors in options trading
     and hedging strategies in Europe, primarily in the countries of Denmark
     and England.









                                                              F-7

<PAGE>
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)


     BusinessNet U.K., LTD was acquired by the Company on June 4, 1996 by the
     issuance of 9,000,000 shares of common stock, $.01 par value, in exchange
     for all of the outstanding capital stock of BusinessNet U.K., LTD  The
     business combination has been accounted for as a pooling of interests
     pursuant to APB16, and, accordingly, the consolidated financial statements
     include the combined results of operations for 1996 and historical equity
     from the date BusinessNet U.K. commenced operations (January 10, 1992).

     Included in consolidated results of operations for the year ended December
     31, 1996 are the following results of the previously separate companies
     for the year ended December 31, 1996.


                   BusinessNet
                  International,                 Inter-
                     Inc.        BusinessNet    Company   Consolidated
                  (The Company)   (Europe)       Charges      Amounts

      Net Sales     $  75,691    $22,452,581  $ (627,923)  $ 21,900,349

      Net (Loss)    $(889,347)   $(  953,552) $ (114,322)  $( 1,957,221)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation (December 31, 1997 - Unaudited)

     The accompanying consolidated balance sheet at December 31, 1997 and the
     related statements of income, cash flows and stockholders' equity for the
     year then ended is unaudited.  In the opinion of the Company's management
     these reflect all adjustments necessary for a fair presentation of the
     results for the unaudited period.  Specifically, insufficient information
     was available for certain accounting records of the discontinued
     subsidiaries to be audited, which provided a scope limitation beyond the
     control of management, and the Company's independent accountant informed
     the Company that the compiled financial statements for December 31, 1997
     was the highest level of service that they could provide under the
     circumstances.  The Company believes the December 31, 1997 financial
     statements satisfy the filing requirements, under these circumstances, in
     reliance upon Exchange Act Rule 12B-21 as they represent the best and most
     current financial information that the Company has at this time.

     Acquisition of Navigato A/S and 1994 Recapitalization

     On January 31, 1994 the company entered into an agreement to acquire 100%
     of the issued and outstanding capital stock of Navigato A/S.

     For accounting purposes the acquisition has been treated as an acquisition
     of Navigato International, Inc. by Navigato A/S and as a recapitalization
     of Navigato A/S.  The historical financial statements prior to January 31,
     1994 are those of Navigato A/S which commenced operations November 1,
     1993.








                                                                          F-8
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)

     Restatement and Reclassification of Financial Statement Presentation

     Due to the recapitalization, historical stockholders' equity of the
     acquirer (Navigato A/S) prior to the 1994 merger is retroactively restated
     for the equivalent number of shares received in the merger after giving
     effect to any difference in par value of the issuer's and acquirer's stock
     with an offset to paid-in capital.  Retained deficit of the acquirer has
     been carried forward after the acquisition.  Due to the 1996 acquisition
     discussed in Note 2, and 1996 consolidated financial statements have been
     retroactively restated to include the results of BusinessNet U.K. for all
     periods presented.

     Principles of Consolidation

     The accompanying consolidated statements of income as of December 31, 1997
     and 1996 includes the accounts of the Company and the following
     subsidiaries including their results of operations, including discontinued
     operations, for all periods presented:

     BusinessNet Danmark A/S
     Navigato A/S
     Options Invest Danmark A/S
     Stock Options A/S
     BusinessNet Holding A/S
     Kilroy Kilroy APS
     Stock Options Sweden AB
     Dubesco Broker A/S
     BusinessNet HOLDINGS CORP.

     The balance sheet at December 31, 1997 includes only the accounts of
     BusinessNet Holdings Corp. (formerly BusinessNet International, Inc.)

     Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statement and the reported amounts of revenues and expenses
     during the reporting period.  Actual results could differ from these
     estimates.

     Revenue Recognition

     Revenue for technological products and services was recognized when the
     product was delivered and accepted by customers.  In the financial
     services segment customer security transactions were recorded on a
     settlement date basis with related commission income and expenses recorded
     on a trade date basis.  Securities transactions of the Company are
     recorded on a trade date basis.  Fees were recorded when considered earned
     based upon the specific relationship with the customer.

     Cash and Cash Equivalents

     For purposes of the statement of cash flows, cash equivalents include time
     deposits, certificates of deposit, and all highly liquid debt instruments
     with original maturities of three months or less.

                                                                          F-9
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)

     Property and Equipment

     Property and equipment are recorded at cost.  Depreciation is provided on
     the straight-line method over the estimated useful life of the asset.

     Concentration of Credit Risk and Economic Dependence

     The Company was dependent on its prior chairman and major shareholder who
     has personally guaranteed substantial amounts of the Company's debt with
     the bank through December 31, 1996.  Additionally, at December 31, 1996
     the Company has a material receivable from this shareholder.

     Product Warranties

     The Company provides customers with a limited one year warranty covering
     service costs only in the Fleet Information (Navigato) Division.  The
     Company has had only limited sales in its history.  No liability has been
     recognized in the accompanying financial statements at December 31, 1996
     as no additional expenses relating to sales during this period are
     anticipated.  Warranty expenses was nominal during the period presented

     Equity Method and Investments in unconsolidated entities

     The company has participating interests in the ownership of non-public
     entities with no established market value. As these represent than 50%
     interests they are treated as unconsolidated investees. Investments in
     entities using the Equity Method, in which revenue and expense details are
     not available and which the Company had no equity in undistributed
     earnings included in retained deficit as of December 31, 1996, totaled
     $170,508 as follows:
                                                                      Limited
                           of                 Percentage              Partners'
                           Limited            Owner-      Ending      Capital
     Selskab               Partnership        Ship        Capital     @12/31/96

     I/S Nordic Airleasing Kobenhavn          25.0%       402.834      67,789
     K/S Nordic Shipping   Kobenhavn           1.1%        72.036      12,122
     Rederiet af 9/12 K/S  Kobenhavn           7.7%       538.370      90,597

                                                        1,013,240     170,508

     Included in loss from unconsolidated investees for the above limited
     partnership were $170,508 and $185,035 for 1997 and 1996 respectively.
     This investment was held in the European subsidiaries and, as such, at
     December 31, 1997 the Company holds no interest in these partnerships.

     The company has a 16% interest in a limited liability company which is
     primarily involved in the manufacture and distribution of diet pills. The
     company had no accumulated equity in the undistributed earnings of the
     limited liability company included in Retained Deficit.  Additionally at
     December 31, 1996 the Limited Liability Company had been advanced $62,500
     which was included in amounts receivable other.








                                                                         F-10
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

     Equity Method and Investments in unconsolidated entities - (Continued)

     Condensed unaudited 1996 financial information for the limited liability
     company is as follows: (No information for 1997 is available)

          Summary of Statements of Financial Condition

                                                       December 31, 1996
     Assets
          Total assets$                                        2,547,503

      Liabilities and Members Equity
        Total Liabilities                                     $  788,704

      Members Equity
       Other members                                           1,672,840
       BusinessNet                                                85,959

         Total Liabilities and Members Equity                 $2,547,503

               Summary of Statement of Operations

     Revenues                                                $ 4,796,665

     Expenses                                                 (6,732,219)

        Net (Loss)                                           $(1,935,554)

     1996 net (loss) allocated to the Company (16%) was $(309,689).

     The balance of this investment, $85,959 was written off in 1997 in
     connection with the abandonment of the European subsidiaries.

     Inventories

     Inventories of the foreign subsidiaries were valued at the lower of cost
     (determined on a first-in, first-out basis) or market.  Inventory includes
     components which have the risk of technological obsolescence which is
     considered by management when to apply the lower of cost or market
     criteria.

     Inventories consisted of the following at December 31, 1996:

           Internet products                                 $ 412,720
           Transportation products                             136,777

                 Total                                       $ 549,497

     No inventories remained on hand as of December 31, 1997.

     Earnings Per Share

     Earnings per share are based on the weighted average shares outstanding
     for all periods presented giving retroactive recognition for the number of
     equivalent shares received by Navigato A/S as a result of the
     recapitalization, as well as retroactive recognition for the acquisition
     of BusinessNet accounted for as a pooling of interests.
                                                                         F-11
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

     Foreign Currency and Operations

     The financial statements and transactions of Navigato A/S are maintained
     in their functional currency (Danish Krona) and translated into U.S.
     dollars in accordance with Statement of Financial Accounting Standards No.
     52.  All balance sheet accounts are translated at the current exchange
     rate excluding equity which is translated at historical rates. Income
     statement items are translated at the average exchange rate for the
     applicable period.  Any translation adjustments are accumulated in a
     separate component of stockholders equity.

     At December 31, 1997 the cumulative translation adjustment is as follows:

      Balance January 1, 1995 as previously reported          $ (5,470)
      Increase due to acquisition accounted for as a
        pooling of interest                                    (55,640)
      Balance January 1, 1995 as restated                      (61,380)
      Translation adjustment - historical value of equity      (89,602)
      Current years (1995) translation adjustment from
        functional currency DKK                                277,488
      Other translation adjustments including fixed
        assets and effect on depreciation                      (44,551)
      Balance December 31, 1995                                 81,954

      Translation adjustment - historical value of equity       19,846
      Current years (1996) translation from functional
        currency DKK                                           (95,537)
      Other translation adjustments including fixed
        assets and effect on depreciation                       (9,546)
      Balance December 31, 1996                                 (3,283)

      Current years (1997) transactions from
        functional currency DKK                                (82,202)
      Effect of abandonment of subsidiaries                     85,485
      Balance at December 31, 1997                           $       0

                                                  For the Year Ended
                                                      December 31,
                                                     1997       1996
      Schedule of Non Cash Investing
      and Financing Activities:

      Non cash effect of translation
        adjustments                            $       -    $(190,520)

      22,250 shares issued for services                -       15,300

      160,000 shares in 1996 of common stock
        issued for services in connection with
        sale of securities and a like amount
        charged to additional paid in capital
        discussed in Note 4                    $       -   $  70,000





                                                                         F-12
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)

NOTE 4 - CAPITAL STOCK

  Common Stock

  In connection with the acquisition and recapitalization of Navigato A/S
  discussed in Note 3, the Company issued 3,400,000 shares of stock to
  acquire all of the outstanding shares of Navigato A/S.

  On May 14, 1993, the Company effected a reverse split of its common stock
  on a one share for five share basis, increased its authorized shares of
  common stock from 10,000,000 shares to 15,000,000 shares and changed the
  par value of each share of common stock from $.001 to $.01.  The number of
  shares issued and outstanding shares were reduced from 4,458,800 shares to
  891,760 shares.

  In January, 1994 the company completed a Regulation S offering of
  1,200,000 shares which generated gross proceeds of $1,200,000.  Direct
  offering costs of $87,328 were incurred bringing net proceeds to the
  company of $1,112,672. Additionally 50,000 shares, valued at $1.00 per
  share were granted to a market maker which assisted in this transaction
  pursuant to Rule 701 and a like amount was charged to additional paid in
  capital.

  On March 31, 1995 the Company completed an additional Regulation S
  offering of 500,000 shares, each sold for $1.125 per share.  This
  generated net proceeds of $562,500 to the Company.  Additionally 150,000
  shares, valued at $1.125 per share were granted to professionals which
  assisted in this transaction pursuant to Rule 701 and a like amount was
  charged to additional paid in capital.

  In the quarter ending June 30, 1996, the Company issued 22,250 shares for
  services which were valued at $15,300.

  On June 6, 1996, 9,000,000 shares were issued to the Company's chairman in
  connection with the acquisition discussed in Note 2, and the opening
  consolidated equity has been recorded at the historical values of the
  respective companies as the acquisition has been accounted for as a
  pooling of interests pursuant to APB16.

  Treasury Stock

  Shares on hand for the period preceding the acquisition held by the
  acquired company were valued at cost and recorded as treasury stock
  pursuant to the pooling of interest treatment.  These shares were held by
  a foreign subsidiary which the Company has abandoned and therefore no
  treasury stock is on hand at December 31, 1997.

  Additional Paid in Capital

  Additional paid in capital has been restated to record the opening balance
  at historical values of the respective companies as well as to include an
  increase for deferred tax assets expected to be realized as a result of
  the business combination.






                                                                         F-13
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)

NOTE 4 - CAPITAL STOCK - (Continued)

  Incentive stock option plan

  On October 1, 1994 the Company adopted a stock option plan for employees,
  directors, consultants and advisors, which provide for the issuance of up
  to 500,000 shares of common stock.  The Board of Directors authorized the
  issuance of up to 150,000 shares on October 14, 1994 based upon certain
  performance goals.  No options have been granted under this plan as of
  December 31, 1997.

  Preferred Stock

  The certificate of incorporation of the Company authorizes its board of
  directors to issue for value 1,000,000 shares of preferred stock, $5 par
  value.  Preferred stock may be issued in series with such designations,
  relative rights, preferences and limitations as may be fixed from time to
  time by the board of directors of the Company.  None of these shares have
  ever been issued and there are no shares of preferred stock outstanding.

NOTE 5 - TRANSACTIONS WITH RELATED PARTIES

  Prior to the merger in 1996 the Company kept funds with a company owned by
  the director and current chairman, who from time to time assisted the
  company with its efforts in capital markets. This director was considered
  an affiliate and is now the chairman of the Company.

  The Company also rented offices from a company owned by the chairman and
  included in rent expense for 1996 is approximately $33,000 paid to the
  chairman and or his company.

  Prior to the acquisition discussed in Note 2, "S" registrations described
  in Note 4 were fully subscribed by the company controlled by the current
  chairman.

  At December 31, 1996 accounts receivable - officer includes $1,052,976 of
  non-interest bearing advances to the chairman which were expected to be
  repaid in 1997.  This receivable was an asset of the abandoned foreign
  subsidiaries and as of December 31, 1997 no amounts are recorded due to
  the US parent.  If these amounts were collected, it is expected they would
  be used to satisfy obligations of the abandoned subsidiaries.

  Loan receivable officer represented advances to the president of the fleet
  management subsidiary, and bore an interest rate of 6% and was originally
  scheduled to be repaid February 1, 1997 and was extended for one year.
  This receivable was an asset of the abandoned foreign subsidiaries and as
  of December 31, 1997 no amounts are recorded due to the US parent.  If
  these amounts were collected, it is expected they would be used to satisfy
  obligations of the abandoned subsidiaries.

  Included in interest income for 1996 was $6,391 from related parties.









                                                                         F-14
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)

NOTE 6 - PROPERTY AND EQUIPMENT

     The Company generally estimated useful lives of 3-5 years on plant and
     machinery, 10 years on leasehold improvements and 50 years for buildings.

     As a result of the abandonment of the foreign subsidiaries, the Company
     has no fixed assets as of December 31, 1997.

NOTE 7 - LEASES

     The Company leased premises in Denmark and equipment under operating
     leases that expired through 1998 and the year 2000 with monthly rentals of
     approximately $37,800 for premises and $13,000 for office equipment.  As
     a result of the abandonment of the foreign subsidiaries, the Company has
     no lease commitments with an expiration date of more than one year from
     the balance sheet date.

     Rent expense for total operating leases for 1997 and 1996 was
     approximately $94,000 and $377,000 for premises, respectively and $37,000
     and $148,000 for equipment under operating lease, respectively.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

     The Company's financial services division was involved in several
     litigations with customers, primarily due to complaints in connection with
     either the suitability or results of the customers trading when they are
     not successful.  Frequently these actions were commenced in defense of the
     company enforcing default provisions in fee and credit arrangements.
     Generally, the Company had corresponding receivable balances which had
     been reserved and included in the allowance for bad debt.  The Company did
     not anticipate to have claims in excess of such reserves which are already
     recorded in the financial statements through December 31, 1996.

     During the fourth quarter of 1996, the Company recorded in the financial
     services subsidiaries as a non-recurring charge the write off of a
     receivable totaling $1,066,000 which arose from the reversal of payments
     the Company had already received in the form of checks from a customer.
     By agreement amongst Danish banks, the customers corresponding bank
     reversed the checks, and such reversal was recognized by the Company's
     bank.  Additionally, the customer claimed relief on $180,000 of fees paid
     by wire, such claims were not honored by the Company's bank and the
     Company does not expect this claim to be honored, nor has it recorded a
     charge for the same.  The customer's claim for such reversal is based upon
     losses incurred by the customer's president on unauthorized investments.
     The Company's counter claim is against the customer as frivolous, includes
     the customer's bank, as the Company alleges proceeds from the check
     reversal were used to offset debts the customer had with the bank.  The
     anticipated length of time such a counter claim will take on behalf of the
     Company to both prevail and ultimately realize proceeds has created an
     uncertainty that such amounts have been charged to operations currently
     and if a positive result is achieved from this litigation, the Company
     will record the same as income when the proceeds are in fact received.








                                                                         F-15
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)

NOTE 8 - COMMITMENTS AND CONTINGENCIES

     The Company's financial services companies primarily operated in Denmark
     and as such have not been subject to the control of a regulatory body.  In
     December 1995, the Danish authorities announced it would put into place
     such controls by June of 1997, including certain criteria for having the
     authority to perform many of the revenue producing activities the Company
     had performed and the requirement to maintain minimum levels of capital.
     The Company had applied for this approval and anticipated receiving the
     same by the required date.  The Company did not anticipate it would be
     unable to obtain this approval.  In accordance with Danish law, salaried
     employees are entitled to three months notice of termination after six
     months of employment with the terms of notice increasing one month for
     each three years of employment.  The prior years financial statements did
     not include any liabilities for such obligations as the Company had not
     prematurely terminated any current employees.  On July 2, 1997 the Company
     was informed that in fact it did not receive such approval, which rendered
     substantially all of the Company's operating subsidiaries in Europe
     insolvent, including a substantial liability for premature termination.
     As such, the Company has abandoned these subsidiaries, as discussed in
     Note 1, and the Company has been informed by counsel that liabilities in
     excess of the subsidiaries assets cannot be passed through to the parent.
     Under US law and the laws of Delaware, and as such the Company has
     accounted for the abandonment of these subsidiaries and the reorganization
     of the parent company.

     In connection with investment made by the subsidiaries in unconsolidated
     investees the Company had contingent liabilities, for limited partners'
     share of non-recourse liabilities, secured by assets of the limited
     partnership investees, totaling 24,024,000DKK or approximately $4,041,000.
     Due to the assets secured and the non-recourse nature of the debt, no
     provisions for loss contingencies had been recorded by the Company.




























                                                                         F-16
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)

NOTE 9 - INCOME TAXES

     The provision for income taxes consists of the following:

                                                      1996        1995
     Current
        Federal........................          $       -    $      -
        Foreign (UK)...................                  -     (54,800)

     Deferred:
        Federal........................                  -   (114,322)
     Foreign (UK)......................                  -    577,742

     Benefit from (Provision for) taxes.           $     -  $ 408,620


     The differences between the provision for income taxes and income taxes
     computed using the U.K. income tax rate were as follows:

                                                          1997        1996

     Amount computed using the statutory rate.....   $      -     $ 828,045

     (Increase) reduction in taxes resulting from:
                  Foreign income..................          -       (54,800)
                 Other...........................           -      (364,625)


     Benefit from (Provision for) income taxes      $       -     $ 408,620


     The domestic and foreign components of income before taxes were as follows:

                                                          1996        1995

     Domestic...............................        $ (20,375)   $   232,000
     Foreign................................         (648,013)    (2,597,841)

        Total (loss) before income taxes            $(668,388)   $(2,365,841)














                                                                         F-17
          BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)

NOTE 9 - INCOME TAXES

     The Company has available operating loss carryforwards, which may be used
     to reduce Federal and Danish corporate income tax liabilities in future
     years as follows:

     Available Through            Federal-USA

         1998                        $         -
         1999                                  -
         2000                                  -
         2001                                  -
         2005                            105,896
         2006                             14,003
         2007                             22,420
         2008                            333,793
         2009                            112,222
         2010                            260,183
         2011                             20,375

                                       $ 868,892


      Deferred taxes consist of the following at December 31, 1997:

                                       Federal-USA

      Total deferred tax assets          $ 295,425
      Less:  Valuation allowance          (295,425)

      Net deferred tax assets            $       0

     Deferred tax assets are attributable to available net operating loss
     carryforwards.  In connection with the acquisition discussed in Note 2,
     the Company recorded $707,300 as a deferred tax asset with a corresponding
     increase to additional paid in capital, which represents those amounts it
     expects to realize in the form of total benefits from loss carryforwards
     subsequent to the merger.  During 1996, a $77,800 reduction in the current
     benefit was recorded as a charge to additional paid in capital.  During
     1997, due to the abandonment of the foreign subsidiaries, the Company
     reversed all deferred tax assets and only retained the USA net operating
     losses.

NOTE 10 - DUE TO CREDIT INSTITUTIONS

     Included in due to credit institutions at December 31, 1996 was $133,638
     due to a factor to provide interim financing of accounts receivable from
     sales transactions, which are factored when the customer no longer has the
     right of return and has obtained an insured guarantee of a third party.
     The interest rate on outstanding balances was 13.25% per annum.
     Additionally, on December 31, 996 $285,979 represented a note payable to
     the bank with interest at the banks prime rate which was due upon demand.



                                                                         F-18
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)


NOTE 11 - LONG TERM DEBT

At December 31, 1996 long term debt was comprised of the following:
                                                                     1996
      Building loan payable
        Interest payable quarterly at 8% principle
        due in full due in 2003                               $  462,613

      Note payable to bank
        Personally guaranteed by the Company's
          chairman.  Interest at 7% due in equal
          quarterly installments of $63,084 including
          interest through 1997                                  504,668

      Term loan secured by computer equipment.
        Interest at 8.3% due in equal monthly
        installments of $4,480 including interest
        through 1999                                             135,850

      Term loan secured by auto
        Interest at 6% due in equal monthly
          installments of $614 including
          interest through 1999                                   18,615

      Term loan secured by auto
        Interest at 6% due in equal monthly
          installments of $1,127 including
          interest through 1999                                   36,609

      Term loan secured by auto
        Interest at 6% due in equal monthly
          installments of $694 including
          interest through 2000                                   29,416

      Term loan secured by auto
        Interest at 6.5% due in equal monthly
          installments of $421 including
          interest through 1999                                   13,389

      Term loan secured by auto
         Interest at 6.5% due in equal monthly
           installments of $960 including
           interest through 2001                                  43,553

      Term loan, secured by a demonstration
        vehicle with monthly payments of
        $717 including interest at 8%
        through February, 2000                                    23,389

      Total                                                    1,268,102

      Less:  current portion                                     312,451

      Long term portion                                       $  955,651



                                                                         F-19
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)

NOTE 11 - LONG TERM DEBT - (Continued)

     As a result of the abandonment of the foreign subsidiaries, in which all
     the above debt was held, the parent company has no amounts outstanding at
     December 31, 1997.

NOTE 12 - FAIR VALUE OF FINANCIAL INSTRUMENTS

     In accordance with the requirements of SFAS 107, Disclosure about Fair
     Value of Financial Instruments, the following fair values estimates and
     information about valuation methodologies are presented.  For all
     financial instruments not described below, fair value approximates book
     value.

     Cash and equivalents:  The carrying amount approximates fair value because
     of the short period to maturity.

NOTE 13 - SEGMENT INFORMATION - 1996

     The Company operated principally in two industries, financial services and
     technological services for the internet and transportation industries and
     other.  Operations in the financial service involve assistance to
     customers trading options and investment advise for fees and commissions.
     Operations in the technological divisions include internet products
     including internet access tools, website architecture and transportation
     monitoring equipment.  Total revenue by industry includes both sales to
     unaffiliated customers, as reported in the Company's consolidated income
     statement.

     Operating profit is total revenue less operating expenses.  In computing
     operating profit, none of the following items has been added or deducted:
     general corporate expenses, interest expense, income taxes, extraordinary
     gain.  Depreciation for internet services and the financial services
     division was $110,101 and $421,944 respectively.  In 1996 capital
     expenditures for the two segments were $672,016 for the internet segment
     and $236,963 in the financial services segment, respectively.

     Identifiable assets by industry are those assets that are used in the
     Company's operations in each industry.  Corporate assets are principally
     cash and marketable securities.

     To reconcile industry information with consolidated amounts, the following
     eliminations have been made:

      Intercompany charge for internet fees             $ 630,427

      Elimination of $77,800 tax benefit from
        current tax provision and $36,522 of
        prior years tax benefit realized in
        1996                                            $ 114,322










                                                                         F-20
           BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the year ended December 31, 1997)

NOTE 13 - SEGMENT INFORMATION - (Continued)

                                                                Adjustments
                       Financial    Technological                   &
                       Services        Services   Eliminations  Consolidated

Revenue from
  unaffiliated
  customers             $21,609,923    $   290,426  $       -    $21,900,349

Intersegment
  Revenue                         -        630,927   (630,427)             -

  Total Revenue         $21,606,919    $   921,353  $(630,427)   $21,900,349

Operating profit        $   162,857    $(1,756,959) $ 114,322    $(1,479,780)

Loss of
  unconsolidated
  investees                                                        (494,724)

  General
    corporate
    expenses                                                        (50,738)
  Interest
    expense                                                        (340,599)

  Income from
    continuing
    operations
    before income
    taxes                                                       $(2,365,841)

Identifiable
  assets at
  December
  31, 1996               $9,932,457   $1,503,743  $(2,248,487)           -

Total assets at
  December
  31, 1996                                                     $ 9,187,713













                                                                         F-21
          BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        (Unaudited for the year ended December 31, 1997)


NOTE 14 - SEGMENT INFORMATION - 1997 (Unaudited)

  The Company operated principally in two industries, financial services and
  technological services for the Internet and transportation industries and
  other.  Operations in the financial service involve assistance to
  customers trading options and investment advise for fees and commissions.
  Operations in the technological divisions include Internet products
  including Internet access tools, website architecture and transportation
  monitoring equipment.  Total revenue by industry includes both sales to
  unaffiliated customers, as reported in the Company's consolidated income
  statement

  Operating profit is total revenue less operating expenses.  In computing
  operating profit, none of the following items has been added to expenses,
  interest expense, income taxes or extraordinary gain.

  To reconcile industry information with consolidated amounts, the following
  eliminations have been made:

      Intercompany charge for Internet fees             $ 119,789


                                                    Adjustments
                        Financial    Technological       &
                         Services     Services       Eliminations  Consolidated

Revenue from
unaffiliated
customers              $12,376,939    $   327,145     $        -  $12,704,084

Intersegment  Revenue            -        119,789       (119,789)           -

  Total Revenue        $12,376,939    $   446,934      $(119,789) $12,704,084

Operating profit       $ 3,546,401   $ (1,039,175)    $   32,082  $ 2,539,308

Loss from  unconsolidated investees                     (344,414)

  General  corporate expenses                                       (766,292)
  Interest expense                                                   (81,085)

  Income from continuing
    operations  before income
    taxes                                                        $ 1,372,517

Loss from discontinued operations
 of European subsidiaries                                         (2,040,905)

Net loss before income taxes                                     $   668,388



                                                                         F-22
Item 8 - Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure

No disagreements exist with respect to accounting and/or financial disclosure.
Effective for this filing the Company retained Schuhalter, Coughlin & Suozzo,
LLC, one of the two principal accounting firms used in 1996.



                            PART III

Item 9 - Directors and Executive Officers of the Registrant

The Directors and Executive Officers of the Company as of December 31, 1997 were
as follows:


Name & Address
Age
Position







William J. Reilly
1 Bannisters Wharf
Newport, RI 02840
44
Acting Chairman


Rounsevelle W. Schaum
c/o Reilly
1 Bannisters Whart
Newport, RI 02840

Secretary,
Director



Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and have qualified. Officers are
appointed to serve until the meeting of the Board of Directors following the
next annual meeting of stockholders and until their successors have been
elected and qualified.



























                                                                           36
Item 10 - Executive Compensation

The following table sets forth all compensation awarded to, earned by, or paid
by the Company for services rendered in all capacities to the Company during
each
of the fiscal years ended December 31, 1997 and 1996:  (1) the Registrant's
Chief Executive Officer, and (2) each of the other executive officers whose
total salary and bonus for the fiscal year ended December 31, 1996 exceeded
$100,000.

ANNUAL COMPENSATION

Name and position                        Year            Salary

Carsten Bang Jensen,                     1996          $333,336
FormerPresident and Chief                1997          $138,890
Operating Officer

Harald Madsen,                           1996          $283,898
Former Chief Financial Officer           1997          $118,290

William J. Reilly                        1997          $  5,000
Chairman, Director








































                                                                           37
Item 11 - Security Ownership of Certain Beneficial Owners and Management

(a) Security Ownership of Certain Beneficial Owners - the following persons are
known to the Company to be the beneficial owners of more than 5% of the
15,824,010 shares of the Company's outstanding Common Stock as of December 31,
1997.

(b) Security Ownership of Management - the number and percentage of shares of
common stock of the Company owned of record and beneficially, by each officer
and director of the Company and by all officers and directors of the Company
as a group, is as follows as of December 31, 1997:


Name and Address of
Owner                          Position          Amount and         Percent of
                                                 Nature of          Class
                                                 Beneficial
                                                 Ownership

Morten Skjelborg              Chairman           9,106,943     (1)     57.55%
Flat 512, Butlers             of the
Wharf Build                   Board
36 Shad Thames                (Resigned
London SE1 2YE                during
United Kingdom                1997)

Carsten Bang Jensen           President              2,000     (1)       .00%
Skjoldnaesvej 119             and Chief
4174 Hystrup                  Operating
Denmark                       Officer,
                              Director

William J. Reilly             Chairman             265,000     (1)       .02%
396 Broadway                  of the
New York, NY 10013            Board
USA                           Director
                              (Resigned
                              during
                              1997)

Serdani Management                               2,288,000             14.46%
Ltd.
Euro-Canadian Centre
Marlborough St.
Massau, Bahamas




(1) Total Officers
     and
     Directors
    as a group                                   9,373,943             57.57%
























                                                                           38
Item 12 - Certain Relationships and Related Transactions

For the fiscal year ended December 31, 1997 there have not been any material
transactions between the Company and any of its officers and/or directors,
except as set forth in its aforesaid Financial Statements(SEE FOOTNOTE 5 (five))
for the year then ended December 31, 1997, the contents of which commence
on Page F1.
























































                                                                           39
                            PART IV

Item 13 - Exhibits, Schedules and Reports on Form 8-K

Following is a list of exhibits filed as part of this Annual Report on Form 10-
KSB. Where so indicated by footnote, exhibits which were previously filed are
incorporated by reference.

Exhibit Number
Reference      Description

(3a)*      Articles of Incorporation, as amended

(3b)*      By-laws, as amended

(4)*       Specimen of Common Stock certificate

(101)*     Agreement for purchase and sale of stock in connection with
           BusinessNet International Inc. (formerly known as Navigato
           International Inc.) (Purchaser) and BusinessNet U.K. Ltd.,
           (formerly known as Dubesco U.K. Ltd.) dated June 4, 1996.

* The above mentioned items were previously filed and are hereby incorporated by
reference.

Reports on Form 8-K

NONE.
































                                                                           40
                           SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

BUSINESSNET HOLDINGS CORP.



May 1, 1999                   by:/s/ William J. Reilly
and submitted effective              William J. Reilly
August 31, 1999                      Acting Chairman, Director


May 1, 1999                   by:/s/ Rounseville W. Schaum
and submitted effective              Rounseville W. Schaum
August 31, 1999                      Secretary, Director



In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


May 1, 1999                    by:/s/ William J. Reilly
and submitted effective               William J. Reilly
August 31, 1999                       Acting Chairman, Director


May 1, 1999                    by:/s/ Rounseville W. Schaum
and submitted effective               Rounseville W. Schaum
August 31, 1999                       Secretary, Director




























                                                                           41
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARY
COMPUTATION OF PER SHARE EARNINGS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)







                                                      For the Year Ended
                                                          December 31,
                                                      1997          1996
                                                   (Unaudited)    (Restated)

Computation of primary earnings per
  common share

  Average shares outstanding                       15,824,010   15,679,552
  Net effect dilutive stock options                         -            -
        Total                                      15,824,010   15,679,552

Net (Loss)                                           (668,388)  (1,957,221)

Net (loss) per share                                    (.042)     (.125)



1.   Earnings per share are based on the weighted average shares outstanding
     for all periods presented giving retroactive recognition for the number of
     equivalent shares received by Navigato A/S as a result of the
     recapitalization in 1994.

2.   Earnings per share have been restated to reflect the shares issued in the
     acquisition back to the beginning of the period.












                                                       Exhibit 11














                                                                           42