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, 1998.Commission File No. 33-27652-NY


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



Delaware
22-2946374


(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification No.)



(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:

                  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: ___            No:   X

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, 1998 is 776,482 shares of $.01 par value common stock.

                    BusinessNet Holdings Corp.
                            FORM 10-KSB,
                 Fiscal Year Ended December 31, 1998


                         TABLE OF CONTENTS


PART I

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

PART II
Item 5 - Market for Registrant's Common Equity and Related Stockholders
        Matters                                                       5
Item 6 - Management's Discussion and Analysis of Financial Condition
        and Results and Plan of Operations                            6
Item 7 - Financial Statement and Supplementary Data                   8
Item 8 - Changes In and Disagreements with Accountants on Accounting and
        Financial Disclosure                                          9

PART III
Item 9 - Directors and Executive Officers of the Registrant           9
Item 10- Executive Compensation                                      10
Item 11- Security Ownership of Certain Beneficial Owners and Management10
Item 12- Certain Relationships and Related Transactions              11

PART IV
Item 13 -Exhibits, Schedules and Reports on Form 8-K                 12

Signatures                                                           13





























                                   2
<PAGE>
                             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 office facility is located in leased premises at 1
Bannister's Wharf, Newport, RI, 02840, which is the office of the Registrant's
investment banking consultants, Newport Capital Partners.  The office facility
is provided to the Registrant at a monthly rent of $500.00 on a month-to-month
basis.

The Registrant believes that this lease arrangement is adequate for the
immediately foreseeable business needs of the Registrant.
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.

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

On June 1, 1998 the Shareholders of the Registrant, acting on written consent in
lieu of an Annual Meeting in accordance with the laws of the State of Delaware,
authorized the change of name of the Registrant and the retention of Schuhalter,
Coughlin & Suozzo, CPA, as independent auditor for calendar year 1998.































                                4
<PAGE>
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: BNHC) for the four quarters of 1998 and 1997, respectively,  as
reported by the National Quotation Bureau, Inc. and NASD.  Prices for the
third and fourth quarters of 1998 reflect the one-for-fifty reverse split of
Common Stock:


                                     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

                                   HIGH      LOW         HIGH     LOW
 1998                       BID PRICES       ASK PRICES

 January 1 - March 31             1 1/4      1        2 1/2        1 1/8
 April 1 - June 30                    5      1 1/4    7 1/2        1 1/8
 July 1 - September 30            1 1/4        1/2    1 1/2          3/4
 October 1 - December 31          3 3/4      2 1/4    2 1/4        4

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

(b) Holders- As of May 11, 1999 there were 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 220.

(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.
(d) Warrants and Options- In addition to the Company's aforesaid outstanding
Common Stock, there are, as of May 11, 1999, issued and outstanding Common Stock
Purchase Warrants and Options which are exercisable at the price-per-share
indicated, and which expire on the date indicated, as follows:
Description              Number            Exercise Price         Expiration
Class "A" Warrants        100,000            $ .50                 12/31/02
Class "B" Warrants        500,000            $5.00                 12/31/03



                                5
Item 6 - Management's Discussion and Analysis of Financial Condition and
     Results and Plan of Operations

RESULTS OF OPERATIONS

Twelve Months Ended December, 1998 vs. December 1997
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 are no longer reported by the
Registrant and therefore year-to-year comparisons are not meaningful.  The
Registrant did not conduct any business operations in 1998 apart from the
administrative functions, and did not receive any dividends or other revenue in
1998.

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 are no longer 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.

Plan of Operations

The Company has raised its present working capital from private equity
transactions and has formed a subsidiary, Omnicast Corporation (in May of 1999)
for the purpose of acquiring entertainment rights to market media productions
and media related products.  The Company, through its subsidiary, also has
opened its website, www.Omnicast.com.  As a holding company, the Company
believes it can maintain sufficient capital to fund the projects of its
subsidiary during the next twelve months.

EFFECT OF INFLATION ON OPERATION

The Registrant is at present undertaking no business operations and therefore is
not subject to the potential effects of inflation.

SEASONALITY

The Registrant is at present undertaking no business operations and therefore is
not subject to seasonal fluctuations.

CAPITAL RESOURCES AND LIQUIDITY

During the year ended December 31, 1997, the Company discontinued the operations
of its foreign operating subsidiaries.  As of December 31, 1998, the Company had
a working capital surplus of $110,125.

The Company had no material financial commitments at December 31, 1998.  The
Company expects that it will develop and/or acquire new business operations in
the future, and that it will  finance its capital requirements in the future
through equity offerings, cash generated from acquired operations and borrowings
from possible new credit facilities.

Based upon the financial condition at December 31, 1998 and the present lack of
business operations or financial commitments, management believes that the
Registrant's financial condition is adequate for the foreseeable future.

There can be no future assurance, that the Registrant's future business
operations 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 Registrant's potential future operating
requirements.
                                6
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-loking 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.


















































                                7
<PAGE>
                             PART IV

ITEM 7.   Financial Statement and Supplementary Data

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

a.   Consolidated Financial Statements of the Registrant, BusinessNet
     International, Inc.
                                                             Page

Report of Independent Auditors'                               F-1

Report of Independent Accountants'                            F-2

Consolidated Balance Sheet of BusinessNet International,
  Inc. as of December 31, 1998                                F-3

Consolidated Statements of Operations of BusinessNet
  International, Inc. for the years ended
  December 31, 1998 and 1997 (Unaudited)                      F-4

Consolidated Statements of Changes in Stockholders
  Equity of BusinessNet International, Inc. for the
  period from January 1, 1997 to December 31, 1998            F-5

Consolidated Statements of Cash Flows of BusinessNet
  International, Inc. for the years ended
  December 31, 1998 and 1997 (Unaudited)                      F-6

Notes to the Financial Statements of BusinessNet
  International, Inc.                                 F-7 to F-20

b.   Interim Financial Statements

     Not Applicable

c.   Financial Statements of Business Acquired
       and to be Acquired


























                                8









                   INDEPENDENT AUDITORS' REPORT



To the Board of Directors of

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



We have audited the accompanying balance sheet of BusinessNet Holdings Corp.
(formerly BusinessNet International, Inc.) as of December 31, 1998 and the
related statements of operations, stockholders' equity and cash flows for the
period from December 31, 1997 (date of reorganization) to December 31, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BusinessNet Holdings
Corp. (formerly BusinessNet International, Inc.) at December 31, 1998, and
the results of its operations and its cash flows for the period from December
31, 1997 (date of reorganization) to December 31, 1998, in conformity with
generally accepted accounting principles.

The financial statements for the year ended December 31, 1997 were compiled by
us, and our report thereon, dated April 30, 1999, stated that we did not audit
or review those financial statements and, accordingly, expressed no opinion or
any other form of assurance on them.


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



Raritan, New Jersey

August 31, 1999






                                                              F-1














                INDEPENDENT ACCOUNTANTS' REPORT






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


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-2
                    BUSINESSNET HOLDINGS CORP.
                    CONSOLIDATED BALANCE SHEET
                        DECEMBER 31, 1998





      Assets

Current Assets
  Cash and equivalents                                          $ 135,500

      Total Current Assets                                        135,500

      Total Assets                                              $ 135,500


      Liabilities and Stockholders' Equity

Current Liabilities
  Accounts payable and accrued expenses                         $  25,375

       Total Current Liabilities                                   25,375

Stockholders' Equity
  Common stock, par value $.01 per share, authorized
    50,000,000 shares, issued and outstanding
    776,482 shares at December 31, 1998                             7,765
  Preferred stock, authorized 1,000,000 shares,
    par value $5.00 no shares issued                                    -
Additional paid in capital                                        202,507
Retained deficit subsequent to reorganization (12-31-97)         (100,147)

  Total Stockholders' Deficit                                     110,125

      Total Liabilities and Stockholders' Equity                 $135,500























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



                                                              F-3
                    BUSINESSNET HOLDINGS CORP.
              CONSOLIDATED STATEMENTS OF OPERATIONS




                                                          For The
                                                         Year Ended
                                                         December 31,
                                                     1997          1998
                                                  (Unaudited)

Commissions and Fees                             $12,361,171  $        -
Interest and dividends                                15,768           -
Other Revenue                                        327,145           -

      Total Revenue                               12,704,084           -

Operating Expenses
  Direct Operating Expenses                        1,584,214           -
  Selling and administrative expenses              6,139,094       5,147
  Research and development                           235,968           -
  Depreciation expenses                              131,473           -
  Stock-based compensation                                 -      95,000

      Total Operating Expenses                     8,090,752     100,147

Income (loss) from operations                      4,613,332    (100,147)

Other Income (Expense)
  (Loss) on principal trading                     (2,810,316)          -
  (Loss) from unconsolidating investees             (344,414)          -
  Interest expense                                   (81,085)          -

      Total Other Income (Expenses)               (3,235,815)          -

Loss from discontinued operations of European
  subsidiaries                                    (2,045,905)          -

      (Loss) before taxes                           (668,388)   (100,147)

Benefit from (provision for) taxes                         -           -

      Net (Loss)                                 $  (668,388) $ (100,147)

  (Loss) per share                               $    (2.112) $    (.295)

Weighted average shares outstanding                  316,482     338,982















The accompanying notes are an integral part of these financial statements.
                                                              F-4
          BUSINESSNET INTERNATIONAL, INC. AND SUBSIDIARY
    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               FOR THE PERIOD FROM JANUARY 1, 1997
                    THROUGH DECEMBER 31, 1998



Additional
                                                Common Stock
Paid In
                                            Shares       Amount    Capital

Balance, January 1, 1997               15,824,010     $ 158,240  $3,051,322

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)

Reverse split of 1 share for every
 50 shares held                       (15,507,528)     (155,075)    155,075

Issuance of shares @ $.50 per share       270,000         2,700     132,300

Issuance of shares for services           190,000         1,900      93,100

Net loss for the year                           -             -           -

Balance, December 31, 1998                776,482     $   7,765  $  202,507
























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





                                Cumulative
        Treasury Stock          Translation     Retained
        Shares       Amount     Adjustment      Deficit          Total
        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              -

              -           -             -              -        (19,728)


              -           -             -              -              -

              -           -             -              -        135,000

              -           -             -              -         95,000

              -           -             -       (100,147)      (100,147)

      $       0   $       0     $       0     $ (100,147)    $  110,125
























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

                                                       For the Years Ended
                                                           December 31,
                                                       1997          1998
OPERATING ACTIVITIES                                       (Unaudited)
 Cash Flows provided by Operating Activities:
    Net (Loss)                                             -     $ (100,147)
    Adjustments to reconcile net loss to cash
      provided by operating activities:
      Expense paid by issuance of common stock             -         95,000
      Increase in accounts payable and accrued
        expenses                                           -          4,500
                                                           -           (647)
DISCONTINUED OPERATING ACTIVITIES
  Cash Flows Provided by Operating Activities:
    Net (loss) income                             $1,377,517              -
    Adjustments to reconcile net loss to
    cash provided by operating activities:
    Depreciation and amortization                    131,473              -
    Loss from unconsolidated investees               344,414              -
    (Increase) decrease in securities purchased     (301,605)             -
    (Increase) in accounts receivable             (1,206,366)             -
    Decrease in other receivables                    124,635              -
    Decrease in prepaid expenses                      14,011              -
    Increase in accounts payable and accrued
      expenses                                     2,047,811              -
    (Decrease) increase in taxes payable             359,358              -
    Increase in security deposits                    (16,268)             -
    (Decrease) increase in other liabilities          14,707              -
    (Decrease) increase in due to customers       (1,376,245)             -
    (Decrease) increase in securities sold and
      not yet purchased                             (185,712)             -
    Decrease in other assets                           6,506              -
    Decrease in deferred taxes                      (249,593)             -
      Net cash provided by operating
        activities                                 1,084,643              -

INVESTING ACTIVITIES
  Cash Flows Used In Investment Activities:
    Acquisition of fixed assets                     (138,107)             -
    Payment for purchase of investee                (260,041)             -
    Investment in collectibles                       (26,122)             -
    Abandonment of subsidiaries                   (1,117,315)             -
      Net cash used in investing activities       (1,541,585)             -

FINANCING ACTIVITIES
  Cash Flows Used In Financing Activities:
    Proceeds for the issuance of common stock              -        135,500
    Proceeds from loan payable                        36,684              -
    Repayment of loans payable                      (105,035)             -
    Advances to related parties                     (150,301)             -
      Net cash used in financing activities         (218,652)       135,500

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

Net increase (decrease) in cash and cash equivalents(685,897)       134,853
Cash and cash equivalents, beginning of year         686,544            647
Cash and cash equivalents, end of year            $      647      $ 135,500


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 of the Company's foreign
     subsidiaries 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.

     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).






                                                              F-7
           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

     Basis of Presentation (December 31, 1997 - Unaudited)

     The accompanying consolidated income statement for the year ended December
     31, 1997 and the related statements of 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.

     As a result of the abandonment of the foreign subsidiaries in 1997, the
     Company accounted for the December 31, 1997 equity adjustments as a quasi-
     reorganization as of that date.

     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 were 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)

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

     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
     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, 1998 and the statements of income and
     cash flows for the year then ended includes only the accounts of
     BusinessNet Holdings Corp. (formerly BusinessNet International, Inc.) (See
     also Note - 1 Recent Reorganization)

     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.

     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)


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

     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 had provided 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 had
     been recognized in the accompanying financial statements through December
     31, 1997 as no additional expenses relating to sales during this period
     are anticipated.  Warranty expenses was nominal during the period
     presented.  As a result of the abandonment of those subsidiaries, no
     obligations remain as of December 31, 1997.

     Equity Method and Investments in unconsolidated entities

     The company had 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













                                                            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)

     Included in loss from unconsolidated investees for the above limited
     partnership were $170,508 for 1997.  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, through its foreign subsidiaries had a 16% interest in a
     limited liability company which was 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.



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

     Earnings Per Share

     Earnings per share are based on the weighted average shares outstanding
     for all periods presented giving retroactive recognition for reverse stock
     split of 1 share for each 50 shares held on August 1, 1998.

                                                   For the Year Ended
                                                       December 31,
                                                      1998       1997
      Schedule of Non Cash Investing
      and Financing Activities:

      190,000 share issued in 1998 for services     $ 95,000   $      -



























                                                             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 were 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 was 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























                                                             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.

  In August 1998, the Company effected a 1 for 50 reverse split of shares of
  its common stock.

  In November 1998 the Company issued 270,000 shares of its common stock at
  $.50 per share including 50,000 shares pursuant to a warrant plan, in
  private transactions, generating $135,500 proceeds to the Company.

  In December 1998, the Company issued 190,000 shares valued at $95,000 to
  the acting president.

  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 after December 31, 1997.




                                                             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)

  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.

  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, 1998.

  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.

  Reserved Shares

  During 1998, the Company issued warrants (the "A" warrants) to purchase
  150,000 at $.50 per share through December 31, 2002 of which 50,000 were
  exercised in November 1998.  100,000 warrants remained unexercised as of
  December 31, 1998.

  During 1998 the Company issued warrants (the "B" warrants) to purchase
  500,000 shares at $5.00 per share, which expire December 31, 2003.  None
  of these warrants have been exercised.

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.

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


NOTE 5 - TRANSACTIONS WITH RELATED PARTIES - (Continued)

     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.  No value remains in the
     current balance sheet.

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

     During 1997 and 1998 the Company paid $5,000 and $95,000 for rental and
     administrative fees to the acting president.  The 1998 fees were paid by
     the issuance off 190,000 shares of common stock.

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 was approximately $94,000
     for premises, and $37,000 for equipment under operating lease.

     In 1997 and 1998 $5,000 per year was paid to the acting president for a
     month to month sublease of administrative offices.




















                                                             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
     of the present company 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.


































                                                             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:

                                                      1997        1998
      Current
        Federal...........................         $       -       $      -
        Foreign (UK)......................                 -              -

      Deferred:
        Federal...........................                 -              -
        Foreign (UK)......................                 -              -

      Benefit from (Provision for) taxes.          $       -       $      -


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

                                                         1997        1998

      Amount computed using the statutory rate.....  $      -   $       -

     (Increase) reduction in taxes resulting from:
        Foreign income..................                    -           -
        Other...........................                    -           -


       Benefit from (Provision for) income taxes    $       -  $        -


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

                                                        1997        1998

       Domestic...............................      $ (20,375)  $ 100,147
       Foreign................................       (648,013)          -

       Total (loss) before income taxes             $(668,388)  $ 100,147





















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

NOTE 9 - INCOME TAXES - (Continued)

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

      Available Through            Federal-USA

               2005                   $  105,896
               2006                       14,003
               2007                       22,420
               2008                      333,793
               2009                      112,222
               2010                      260,183
               2011                       20,375
               2012                      100,147

                                       $ 969,039


      Deferred taxes consist of the following at December 31, 1998:

                                       Federal-USA

      Total deferred tax assets          $ 329,400
      Less:  Valuation allowance          (329,400)

      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 - 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.










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



NOTE 11 - SEGMENT INFORMATION OF DISCONTINUED SUBSIDIARIES - 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                                         (736,292)
  Interest expense                                                     (81,085)

  Income from continuing
    operations  before income
    taxes                                                            1,377,517

Loss from discontinued operations
 of European subsidiaries                                           (2,045,905)

Net loss before income taxes                                        $ (668,388)









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


NOTE 12 - YEAR 2000 ISSUES

     Many computer systems and software programs, including several
     used by the Company may require modification and conversion to
     allow date code fields to accept dates beginning with the year
     2000.  Major system failures or erroneous calculations can
     result if computer system failures are not year 2000
     compliant.

     The Company is in the process of evaluating the computer
     systems they now have in use and does not anticipate a major
     undertaking to be compliant.

     All costs associated with year 2000 compliance that have been
     incurred by the Company have been expensed and have not been
     capitalized.  The overall cost to the Company of modifications
     and conversion for year 2000 compliance with relation to the
     financial statements taken as a whole is not material.  The
     Company is advised by a substantial majority of its vendors of
     computer products upgraded to be year 2000 compliant, or will
     not be affected by the year 2000 problem.  The Company's
     business could be materially adversely affected if the
     Company's computer-based systems are not year 2000 compliant
     in a timely manner, the Company incurs significant additional
     expenses pursuing year 2000 compliance, the Company's vendors
     do not timely provide year 2000 compliant products, or the
     Company is subject to warranty or other claims by the
     Company's clients related to product failures caused by the
     year 2000 problem.

NOTE 13 - SUBSEQUENT EVENTS

     In May, 1999 the Company formed its wholly owned subsidiary,
     Omnicast Corporation.

     In July, 1999 the Company issued a common stock dividend,
     which granted one share of common stock to each holder of the
     Company's then 917,492 shares outstanding, increasing the
     shares outstanding on July 31, 1999 to 1,834,964.  Per share
     amounts have not been adjusted for this dividend.

























                                                             F-20
Item 8 - Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure

No disagreements exist with respect to accounting and/or financial disclosure.




                            PART III

Item 9 - Directors and Executive Officers of the Registrant

The Directors and Executive Officers of the Company as of December 31, 1998 were
as follows:


Name & Address
Age
Position


Rounsevelle W. Schaum
1 Bannisters Wharf
Newport, RI 02840

Kenneth Brown
1007 Bismark Street
Klamath Falls, OR 97601
50



60
Chairman



Secretary-
Treasurer and
Director


William J. Reilly
55 Memorial Blvd.
Newport, RI 02840

Morten Skjelborg
Flat 512 Butlers Wharf
36 Shad Thames
London SE1 2YE
United Kingdom

45



36
President, CEO
and Director


Former Chairman
of the Board



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.




















                                9
<PAGE>
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, 1998 and 1997:  (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,
1998 exceeded $100,000.

ANNUAL COMPENSATION

Name and position                        Year            Salary

William Reilly,                          1997          $  5,000
Director and Former President            1998          $ 95,000

Rounseville W. Schaum,                   1997          $   NONE
Chairman                                 1998          $   NONE


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 776,482
shares of the Company's outstanding Common Stock as of December 31, 1999.

(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, 1999:


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

Morten Skjelborg       Former       179,999        (1)                  23.2%
Flat 512, Butlers      Chairman
Wharf Build            of the
36 Shad Thames         Board
London SE1 2YE
United Kingdom


William J. Reilly      President    144,400        (1) (2)              18.6%
55 Memorial Blvd.      and Chief
Newport, RI 02840      Operating
                       Officer,
                       Director

Serdani Management                   45,760                              5.9%
Ltd.
Euro-Canadian Centre
Marlborough St.
Massau, Bahamas


TOTAL OFFICERS & DIRECTORS
AS A GROUP:                         324,399                             41.8%

(1) Officer or Director
(2) Includes Shares held beneficially by family members individually or in trust

                                10
Item 12 - Certain Relationships and Related Transactions

For the fiscal year ended December 31, 1998 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 for the year then
ended December 31, 1998, the contents of which commence on Page F1.


























































                                11
                            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.































                                12
                           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.



August 31, 1999           by:/s/Rounsevelle W. Schaum
                                Rounsevelle W. Schaum
                                Chairman


August 31, 1999           by:/s/Kenneth Brown
                                Kenneth Brown
                                Secretary, Acting CFO


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.



August 31, 1999           by:/s/Rounsevelle W. Schaum
                                Rounsevelle W. Schaum
                                Chairman Of The Board


August 31, 1999          by:/s/Kenneth Brown
                               Kenneth Brown


August 31, 1999           by:/s/Kenneth Brown
                                Kenneth Brown