U.S. 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, 2000.     Commission File No. 33-27652-NY


                               INVICTA CORPORATION
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
             (Exact name of registrant as specified in its charter)


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



                    1121 Holland Drive, Boca Raton, FL 33496
                    ----------------------------------------
                    (Address of Principal Executive Offices)




Registrant's telephone number, including area code:  (561)  995-9980
                                                     ---------------

Securities registered pursuant to Section 12 (b) of the Act:  Common Stock
                                                             (.001 Par Value)
                                                             ----------------

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

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:
             ---                   ---


The number of shares outstanding of the registrant's classes of common stock as
of March 15, 2001 is 7,634,465 shares of $.001 par value common stock and no
shares of $10.00 par value convertible preferred stock. The Aggregate Market
Value of the voting common stock held by non-affiliates based upon a price of
$4.00 on March 15, 2001 is $14,476,656.



<PAGE>



DOCUMENTS INCORPORATED BY REFERENCE

Current Report on Form 8-K dated April 4, 2000
Current Report on Form 8-K dated February 2, 2001

                            SUPPLEMENTAL INFORMATION

See "Supplemental Information and Exhibits" with respect to additional documents
furnished or to be furnished to the Securities and Exchange Commission but not
deemed to be "filed" with the Securities and Exchange Commission or otherwise
subject to liabilities of Section 18 of the Securities Act.

Affiliates for the purposes of this item refer to the officers, directors and/or
any persons or firms owning 5% or more of the Company's common stock, both of
record and beneficially.





                                        2


<PAGE>




                               Invicta Corporation
                      (formerly BusinessNet Holdings Corp.)

                                  FORM 10-KSB,
                       Fiscal Year Ended December 31, 2000

                                TABLE OF CONTENTS


PART I

Item 1- BUSINESS...............................................................4
Item 2- PROPERTIES.............................................................9
Item 3- LEGAL PROCEEDINGS......................................................9
Item 4- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....................9

PART II

Item 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
         MATTERS..............................................................10
Item 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS AND PLAN OF OPERATIONS...................................11
Item 7 - FINANCIAL STATEMENT AND SUPPLEMENTARY DATA...........................15
Item 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.................................................16

PART III

Item 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...................16
Item 10- EXECUTIVE COMPENSATION...............................................17
Item 11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......18
Item 12- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................18

PART IV

Item 13 -EXHIBITS, SCHEDULES AND REPORTS ON FORM 8-K..........................19

Signatures....................................................................20





                                        3


<PAGE>



                                     PART I

ITEM 1 - BUSINESS

CORPORATE INFORMATION

     Invicta Corporation (the "Company"),  formerly  BusinessNet  Holdings Corp.
and  BusinessNet  International,  Inc., was  incorporated  under the laws of the
State of Delaware on January 10, 1989.

     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.

     On July 30,  1999,  the  Registrant  paid a Common  Stock  dividend  to its
shareholders  of  record  on that  date of one (1)  Share for each one (1) Share
owned of record as of July 23, 1999.

On June  13,  2000,  the  Company  announced  that it had  received  shareholder
approval to change the name of the corporation to Invicta Corporation  effective
at the close of business on June 30,  2000,  with a new  trading  symbol  "IVIA"
assigned to the Company's common stock.

In November, 2000, the Company named Alan Yuster as President of the Company and
a member  of the Board of  Directors.  Mr.  Yuster  was most  recently  based in
Munich,  Germany as Director of International  Sales for Rodenstock  Germany,  a
major  multi-national  optical industry  manufacturer,  following eight years as
National  Sales  Manager for  Younger  Optical  Manufacturing.  He brings to the
Company  over  twenty-five   years  of  experience  in  optical   manufacturing,
management and processing.

On October  27,  2000,  the  Company  announced  that its Common  Stock had been
accepted  for trading on the Boston  Stock  Exchange,  a member of the  National
Market System which  provides  marginability  and  additional  liquidity for its
listed  securities.  On the Boston  Stock  Exchange the  Company's  Common Stock
trades under the symbol "IVI".

The Registrant  maintains  executive and administrative  offices at 1121 Holland
Drive,  Boca Raton, FL 33487.  The telephone  number is (561) 995-9980,  and fax
number  is  (561)   995-9981.   Corporate   Internet   website   is  located  at
www.invictacorp.com.     E-mail     correspondence     may    be     sent     to
InvestorRelations@invictacorp.com.

GENERAL INTRODUCTION AND BUSINESS STRATEGY

Invicta Corporation is presently  structured as an optical technology  operating
company  which is focusing  its  business  plan and  acquisition  program on the
high-growth and high-margin consumer optical industry, particularly proprietary,
patent-protected products. The Company, through its subsidiaries, specializes in
optical technology,  products and services for the optical industry,  as well as
cutting-edge  consumer optical products,  including the patented SOLERA-TM- line
of photochromic  fashion lenses which are scheduled for their national  roll out
during the first quarter of 2001.

Management  believes  that its  recent  and  pending  acquisitions  within  this
industry  have  provided  the  Company  with  a  state-of-the-art  research  and
development  facility,  a new lens production  facility for the patented SOLERA-
TM- line of fashion  photochromic lenses, and new capabilities for manufacturing
and distributing  laboratory equipment,  chemicals and supplies to the worldwide
optical  industry.  In  addition,  its  acquisition  of Biz  Auctions,  Inc. has
provided the Company with two popular  optical  industry  business-to-  business
websites,  OpticalAuctions.com  and  OpticalMall.com.  Our most exciting product
line- the patented  Solera(TM)  lenses- has recently  introduced  to the world a
unique and innovative consumer lens products. These fashion

                                        4


<PAGE>



photochromic  lenses,  manufactured with our patented Solera process,  allow for
the widest  selection of fashion colors for eyeglass  lenses that are lighter in
density of color  indoors and darker  outdoors.  These  colored  lenses are true
fashion as well as function,  and include yellow,  orange,  rose, violet,  blue,
teal,  brown and gray.  The lenses  change very quickly  from the fashion  color
density  indoors to sunglass  density color  outdoors.  They maintain their true
color  throughout the  photochromic  process,  and also feature  ultraviolet and
scratch protection.  The lenses are presently available in both non-prescription
(plano) and prescription form.

As a result of the continuing  operations of its recently acquired  subsidiaries
and the  commencement  of full-scale  production  and marketing of the Company's
SOLERA-TM-  line  of  photochromic  lenses,  management  expects  a  significant
increase in revenues and positive  earnings  from  operations  during the second
half of 2001 and going forward. Continuing improvements in operating margins are
also expected as newly-acquired operations are integrated and economies of scale
achieved.

MANUFACTURING

The Company's present pilot manufacturing facilities and prototype equipment are
currently  being replaced by a new $2.5 million  manufacturing  facility that is
four times our current  size and one hundred  times our  current  capacity,  and
features  state-of-the-art  manufacturing and robotic technology.  By the second
half of this year we expect  that we will hit optimal  running  rates in the new
facility.

This new capacity  combined  with the patented  Solera(TM)  process will produce
photochromic  lenses with cost of  manufacturing in the low single digit dollars
per pair and we will earn average  selling  prices at the  wholesale  level of a
minimum in the high teens per pair.  This puts us in an  excellent  position  as
compared to our competition  costs and margins.  We expect  profitability in the
second half of the year and a  continuing  growth rate  throughout  our capacity
expansion.  Our margins  are high and  overheads  have been  reduced to the bare
bones. With one production line and one shift, we will have production  capacity
well in excess of 100,000 lenses per month, and we expect to be able to sell all
of the lenses which we will be able to manufacture for the  foreseeable  future.
As our production  capabilities  and order flow increases,  we will then ramp up
production with extra shifts and expand to 2, 3, and then 4 manufacturing lines.
These  subsequent lines are expected to lend to continued growth in revenues and
earnings during the next several years.

COMPETITION

Within the  photochromic  lens  industry,  the Company  has  several  strong and
well-financed competitors, including Transitions, Corning, and Rodenstock, which
have to date  dominated  the market but which have not been active or successful
at updating or expanding  their  product lines into fashion  colors.  Due to the
Company's proprietary manufacturing process and use of the most advanced robotic
manufacturing technology,  the Company can efficiently produce a wide variety of
fashion color lenses utilizing the highest-quality plastic lens materials.

MARKETING STRATEGY

Management  believes that the Solera(TM)  branded  lenses  represent a clear and
unique opportunity to capitalize on a new and fast-growing niche in the consumer
optical market.  Whereas no other  photochromic lens manufacturer is effectively
associating  their  product  with  the  premium  level  of  the  eyewear  market
(especially  in  designer  frames  and  sunglasses),  the  focus  of  Solera(TM)
marketing will be to give the high-end,  style-conscious  consumer the latest in
fashion eyewear. Our strategic relationships with major designer eyeglass



                                        5


<PAGE>



frame and sunglass  manufacturers  will  provide them with the unique  statement
that their products are "Solera(TM) Equipped", while at the same time having our
"Solera(TM)"  brand  actively  featured  in their  national  trade and  consumer
advertising.

To achieve our goal of reaching the affluent and  influential  consumer  market,
our primary  marketing  priority is to introduce and  reinforce our  proprietary
"Solera(TM)" brandname.  This trademark embodies the style and sophistication of
this unique  product,  and management  believes that this trademark will come to
represent a recognizable consumer eyewear brand.

Our  targeted  consumer  market  will be reached  through  established  industry
channels,  with an emphasis on providing  boutique optical retailers with unique
point-of-sales   materials  and  merchandising   aids.  In  addition,   we  will
aggressively  pursue  cooperative  advertising  opportunities  with national and
international sunglass manufacturers to join in their targeted marketed efforts.

SUBSIDIARIES OF THE COMPANY

INVICTA VISION (Formerly EyeAmerica) SUBSIDIARY

On January 30, 2000, the Company  completed its acquisition of EyeAmerica,  Inc.
(formerly Chemko Optical Supplies,  Inc.), a Hudson, FL based optical technology
company,  through an exchange of shares of Common Stock. This subsidiary,  which
has been renamed  Invicta Vision,  recently  developed and was awarded the first
(and only) process patent that allows the conversion of popular plastic CR-39(R)
lenses  into  photochromic  sunglass  lenses,  which are now being  offered in a
variety of fashion  colors  under the  SOLERA-TM-  brand-  name.  The lenses are
presently available in both non- prescription (plano) and prescription form, and
will soon also be available in other lens materials

The  CR-39(R)  plastic  lenses,   renowned  for  their  durability  and  optical
precision,  represent  52% of all lenses  sold in the United  States  with about
$1.66  billion in retail  sales in 2000.  The patented  SOLERA-TM-  photochromic
process  permits  lenses to change  density  and  darken  as  brightness  levels
increase, and provide comfort from glare. Until the application of the Company's
patented  process  chemistry  to  the  more  widely  available   CR-39(R)  lens,
photochromic   tinting  was   restricted   to   specialty   plastic   materials,
polycarbonate  and  glass  lenses,  and color  choices  were  limited  to mostly
conservative gray or brown.

About 20% of all lenses  processed  in the  United  States,  or $600  million at
retail in 2000, are photochromic  lenses, with a compound growth rate of 12% per
year (by pairs  sold).  The Invicta  Vision  photochromic  patent  substantially
expands the market for  photochromic  lenses to the most popular  plastic lenses
and a full spectrum of fashion  colors.  The founder of Chemko Optical (which is
now the Company's Invicta Vision subsidiary),  George Kohan, has been an optical
industry  pioneer for 40 years,  and created the first one-hour eye wear company
which was later sold to Pearle Vision in 1970.  Mr. Kohan  presently  serves the
Company as a Consultant for Research and Development.

Our  Invicta  Vision  subsidiary  operates  our  Boca  Raton,  FL  manufacturing
facility,  as well as the new facility  presently being  constructed to serve as
the primary manufacturing, warehouse and distribution facility for the Company's
Solera[TM] product line. Mr. Al de Rojas, the former CEO of True- Lite, Inc. and
a well-known  innovator of lens and resin  technology  with over thirty years of
experience  in the  ophthalmic  industry,  has  been  named  Vice  President  of
Manufacturing  for the Company's  Invicta Vision  subsidiary.  Mr. DeRojas has a
B.S.  degree  in  Chemistry  and  post-graduate   studies  in  lens  design  and
manufacturing. The Company has also recently hired Dr. P.M. Thangamathesvaran as
head of Polymer  Research and Chemistry.  Dr.  Thangamathesvaran  has a Ph.D. in
Aerospace  Engineering  (Novel  Polymetric  Binders) from the India Institute of
Science and a M.Sc. And B.Sc. in Polymer

                                        6


<PAGE>



Chemistry  from the  University  of  Madras.  He will work with Mr.  DeRojas  in
developing new and innovative  products for the Solera -TM- line of photochromic
lenses and assisting the Company in its efforts to remain on the cutting-edge of
optical technology.

ACTION SERVICES, INC. SUBSIDIARY (AKA Invicta Technologies)

In May, 2000, the Company completed its acquisition of Action Services,  Inc., a
Tennessee based optical products manufacturer and distributor with operations in
Knoxville,  TN and Miami, FL. The Company has merged Action Services' operations
with the Chemko Optical  Supplies  Division of its Invicta Vision  subsidiary to
create ASI,  which  management  believes  will be our  service  center for small
custom   orders  as  a  chemical  and   technology   suppliers   to   Opticians,
Ophthalmologists, Optometrists and optical laboratories worldwide.

By  combining  the  operations  of  two  long-established   former  competitors,
management believes that the new ASI will emerge as a custom service provider in
what has to date been a highly-fragmented  industry,  while allowing the Company
to  continue  to be a pioneer  in  developing,  manufacturing  and  distributing
innovative,  high-quality  and  high-value  products  to the  optical  industry.
Additional  gains in revenue and  profitability  are expected from joining ASI's
marketing  experience  with Chemko's  patented  products and new products  under
development,  and from the economies  which are expected to result from combined
management,  sales forces, advertising campaigns and a state-of-the-art Internet
business- to-business presence.

TRUE-LITE, INC. SUBSIDIARY

On May 2, 2000, the Company announced that it had acquired  True-Lite,  Inc., an
optical supplies manufacturer and laboratory headquartered in Boca Raton, FL. As
a result of the  Company's  continuing  efforts to simplify  its  organizational
structure and reduce  administrative  expenses,  this  subsidiary will be merged
into the Company's Invicta Vision subsidiary during the first quarter of 2001.

BIZ AUCTIONS, INC. SUBSIDIARY (AKA Invicta e-business)

The Company  announced on July 14, 2000 that its  Invicta Vision subsidiary  had
agreed to acquire  Biz  Auctions,  Inc.,  a pioneer in the  business-to-business
interactive  e-auction  format  whose  websites  specialize  in  the  ophthalmic
industry.  The acquisition,  which was completed in August,  2000,  includes two
popular optical industry websites, OpticalAuctions.com and OpticalMall.com.

Management  believes  that this  acquisition  will  provide  Invicta Vision with
proprietary  web sites and an  established  e-commerce  component,  will greatly
enhance  the  on-line  e-commerce  capabilities  which the  Company  has already
established with its  www.soleralens.com and Invictacorp.com web sites, and will
allow the  Company  to  market  and  distribute  optical  equipment,  chemicals,
services and products through a world-wide industry network.

OpticalAuctions.com is a leading optical industry  business-to-business Internet
auction  site,  with an exclusive  format which  allows  sellers an  alternative
distribution  channel  for  targeted  buyers  for  an  ever-changing  mix of new
products,   odd  lots,   closeouts   and   refurbished   goods  and   equipment.
OpticalMall.com  provides the worldwide optical industry with the largest,  one-
click information  resource,  including a data base of optical companies and web
site addresses, new product information,  an optical shopping cart, and a direct
link to OpticalAuctions.com.


                                        7


<PAGE>



OTHER INVESTMENTS

SUNRISE ENTERTAINMENT, INC.

As a  result  of  Management's  decision  to  re-focus  the  Company's  business
operations on the optical technology industry,  the Company announced on January
18,  2000  that it had  received  shareholder  approval  to  distribute  its 40%
interest in its Sunrise Entertainment, Inc. to Invicta Corporation shareholders,
through  a  taxable  distribution.   Subsequent  to  that  decision,  Management
determined that current market  conditions,  as well as the results of the audit
of the Sunrise Entertainment assets and operations, indicated that a reversal of
the  acquisition  transaction  would be in the best  interests of the  Company's
shareholders. This decision is currently being negotiated with all parties.

Sunrise   Entertainment   specializes  in   high-definition   television  (HDTV)
production  and  distribution.  Its most recent  project in the  high-definition
programming  market is "LIVING LEGENDS OF ROCK & ROLL: LIVE FROM ITCHYKOO PARK",
the first major rock & roll festival to be shot in HDTV format.  The programming
has been packaged as both a two-hour special, complete with artists' interviews,
and as a 90-minute,  music-only  version edited for NHK Enterprises  America for
broadcast on the NHK Japan Network.  Sunrise will also begin distribution of its
extensive library of finished products, as well as projects in development.

OMNICAST CORP.

On August 2, 2000,  the Company  entered into an agreement to sell the assets of
its Omnicast Corp. subsidiary,  which are not synergistic to the Company's focus
on optical  technology.  These  assets  include  fanclubmusic.com,  an  Internet
entertainment  content  producer  and web site which is  developing a full-time,
video-based  transactional  network  via  on-line  services,  and  its  $600,000
investment  for  production  costs of the  "Itchykoo  `99"  Classic  Rock  music
festival and over forty hours of high-  definition  television  (HDTV) video and
music  recordings.  The Omnicast  Corp.  subsidiary  has not had any revenues to
date. This transaction is expected to close during 20001.

WHYWAIT.COM (FORMERLY DOCUNET, INC.)

On August 17, 1999, the Company  exchanged 10,000 shares of its common stock for
80,000 shares of common stock of WhyWait.com,  formerly  Docunet,  Inc., and the
right to exchange an additional 20,000 Shares of Common Stock.  WhyWait.com is a
privately-held  Internet-based e-commerce company that has a patented technology
and  proprietary  "Super ATM"  machine  that will be capable of issuing  airline
tickets,  event tickets,  and prepaid phone cards as well as cash. The Company's
initial focus is on the U.S.  travel  industry,  where its Personal Travel Agent
(PTA) system search engine software allows end users to reduce  transaction time
and to self-process  travel reservations and itineraries over the Internet while
providing them with  instantaneous  access to a database of pricing,  scheduling
and seat  availability  information.  The  Company  intends  to  liquidate  this
investment during calendar year 2001.

INVESTMENT IN LINUXLAB, INC. CONVERTIBLE PREFERRED STOCK

On October 6, 1999, the Company  completed a private  placement of 30,000 shares
of Series A convertible preferred stock for total consideration of $300,000. The
proceeds of this  transaction were used to purchase 30,000 shares of class a PIK
convertible  preferred  stock of  Linuxlab,  Inc.  Linuxlab,  located in Silicon
Valley,  is a designer and  producer of servers  utilizing  the Linux  operating
system.  Their  servers are designed for web site  hosting,  file  sharing,  and
providing Internet audio,  video and data  transmission.  The Company intends to
liquidate this investment during calendar year 2001.


                                        8


<PAGE>



SUBSEQUENT EVENTS

During the first  quarter of 2001,  the Company  received a firm  commitment  of
$5,500,000  in capital  through the sale of the  Company's  Common  Stock at the
price of $1.00 per Share and the issuance of two Common Stock Purchase  Warrants
at an exercise price of $2.25 per Share for each Share purchased, which included
a 10% over-allotment which was exercised by the investors. The funds were raised
by the Company in a private placement without sales  commissions,  and a portion
of the net  $5,500,000  proceeds  from this funding  were  utilized to repay the
$500,000 Bridge financing.  This $5,500,000 funding includes $2,000,000 in short
term debt  financing  obtained by the Company prior to December 31, 2000,  which
will be  converted  to equity  based on the same terms  upon the  closing of the
entire financing. The private placement of these securities is expected to close
shortly.

Principal  investors in this private  placement  include LWG Capital LLC,  whose
managing member is Louis Gleckel,  MD, the Chairman of the Board of the Company,
Robert  Fromer,  and Gary Wexler.  Mr.  Fromer is in private law practice in New
York as Managing Partner of Hartman & Craven,  LLP, and has served as a Director
of numerous public and private corporations including Telerate, Inc. (NYSE), The
Fur Vault (ASE) and Nicholas Applegate Growth Fund, Inc. He is also a Trustee of
numerous   philanthropic   institutions.   Mr.  Wexler  is  President  of  We're
Associates,  Inc.,  one of Long  Island's  largest  privately-owned  real estate
development and management companies.

EMPLOYEES

     At March 15,  2001 the  Company  had 27  salaried  employees  and 17 hourly
employees, of which 8 employees were in executive or managerial positions and 36
were in sales/manufacturing/clerical positions.

ITEM 2 - PROPERTIES

     The Company's  principal  office facility is located at 1121 Holland Drive,
Boca Raton, FL 33487.  This facility is presently  occupied on a month- to-month
basis for approximately $6,000 per month. In January, 2001, the Company acquired
a long-term  leasehold with purchase option on a 25,000 sq.ft.  Executive Office
and  Manufacturing/Distribution  facility  in  Boca  Raton  which  is  presently
undergoing a $2.5 million build-out as the Company's primary operating facility.
Monthly rent for this new facility is approximately  $18,000.  The Company's ASI
subsidiary  occupies a 5,000 sq.ft.  Premises in  Knoxville,  TN, with a monthly
rent of approximately  $3,500. The research and development  facility in Hudson,
FL acquired by the Company in connection  with its  EyeAmerica  acquisition,  is
currently being offered for sale by the Company.

The  Company  believes  that  these  lease  arrangements  are  adequate  for the
immediately foreseeable business needs of the Company.

ITEM 3 - LEGAL PROCEEDINGS

     The  Company  and its  subsidiaries  are at  present  not  involved  in any
material legal proceedings,  nor are any material legal proceedings anticipated.
The Company has been named in a lawsuit filed by a shareholder of the Company in
connection  with a private  stock  transaction  to which the  Company  was not a
party, and the Company has asserted what it believes to be a meritorious defense
to the lawsuit.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On June 15,  2000 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, elected the present Board of Directors,  authorized the change of name
of the  Registrant,  ratified  the 2000 Stock  Option and  Incentive  Plan,  and
authorized the retention of Schuhalter,  Coughlin & Suozzo,  LLC, as independent
auditors for calendar year 2000.


                                       9




<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; prior to August 1, 1998; "BUII") from August 1, 1998, and "IVIA"
since July 1, 2001.  Since the fourth quarter of 2000 the Company's Common Stock
has also traded on the Boston Stock Exchange under the symbol "IVI"). The prices
shown for the four quarters of 2000 and 1999,  respectively,  are as reported by
the National  Quotation  Bureau,  inc. and NASD. Prices for the third and fourth
quarters of 1999 reflect the two-for-one stock dividend paid on July 30, 1999:

                             HIGH             LOW        HIGH            LOW
2000                               BID PRICES                  ASK PRICES
                             ----------------------      -----------------------
January 1 - March 31         3                1 7/8      3  1/8          1 15/16
April 1 - June 30            3  3/8           1 3/8      3  1/2          1 1/2
July 1 - September 30        15 1/8           3 3/8      15 1/4          3 1/2
October 1 - December 31      14 5/8           5 1/2      14 3/4          5 3/4


                              HIGH            LOW        HIGH            LOW
1999                               BID PRICES                 ASK PRICES
                             ----------------------      ----------------------
January 1 - March 31         6  1/4           2 1/2      10              5 3/4
April 1 - June 30            11               5          11 1/4          6
July 1 - September 30        11 3/4           9 3/8      13              9 3/4
October 1 - December 31      9  1/4           1 7/8      9  3/4          2

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

     (b) HOLDERS- As of March 15, 2001 there were 170  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 800.

     (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  March  15,  2001,  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 "B" Warrants          1,012,300           $ 2.50              12/31/03
Class "C" Warrants            645,200           $ 3.50              12/31/04
Class "D" Warrants            950,000           $ 6.00              12/31/05
Other Warrants:
  Issued November, 2000       200,000           $ 9.00              11/31/08
  Issued February, 2001*    1,000,000           $ 2.25               2/28/06

*    Subject to contingent  criteria based upon the individual  performances  of
     the recipients and of the Company.


2000 INVENTIVE STOCK OPTION PLAN

On June 15, 2000, the Shareholders of the Company ratified the Company's "2000
Incentive Stock Option Plan" and reserved 750,000 shares for issuance pursuant
to said Plan. As of March 15, 2001, no options have been awarded.

                                       10


<PAGE>



ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS AND PLAN OF OPERATIONS

The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed consolidated
financial statements.

RESULTS OF OPERATIONS

TWELVE MONTHS ENDED DECEMBER 31, 2000 VS. DECEMBER 31, 1999

     The Company reported $835,749 of revenue in 2000 and no revenue in 1999.

     The Company  reported a net loss of $8,639,712  for the year ended December
31, 2000 as compared to a loss of  $1,395,882  for the  comparable  period ended
December  31,  1999.  This loss  represents a loss per common share of $1.58 for
2000 as compared to a loss of $.74 for 1999.

     Selling and Administrative expenses were $3,304,081 for 2000 as compared to
$180,079 in 1999.  The  biggest  increase in other  expenses  were the  non-cash
charges for common stock and warrant  compensation  which totaled  $2,801,818 in
2000 vs.  $1,201,575  in 1999 and a reserve for  decline in market  value of the
Company's  investments in entities not related to its eyewear business  totaling
$2,049,295 during the year ended December 31, 2000.

     Direct operating expenses for 2000 of $462,679 include the cost of products
sold and may not be  indicative  of future  margins.  Research  and  Development
expenses in 2000 of $211,122  represents  costs the Company  incurred  producing
prototypes of its Solera(TM)
 product line.

TWELVE MONTHS ENDED DECEMBER 31, 1999 VS. DECEMBER 31, 1998

     The Company reported no revenue in 1999 or 1998.

     The Company  reported a net loss of $1,395,882  for the year ended December
31,  1999 as  compared to a loss of $100,147  for the  comparable  period  ended
December 31, 1998. This loss represents a loss per common share of $.74 for 1999
as compared to a loss of $.08 for 1998.

     Selling and  Administrative  expenses were $180,079 for 1999 as compared to
$5,147 in 1998. The biggest  increase in expenses were the non-cash  charges for
stock based compensation which totaled $1,201,575 in 1999 vs. $95,000 in 1998.

CURRENT PLAN OF OPERATIONS

Management  anticipates  that  the  recent  $5.5  million  financing  commitment
previously  announced by the Company will fully fund the national rollout of the
Solera -TM- product line as well as the $2.5 million  build-out of the Company's
new  state-of-the-art  manufacturing  facility  in  Boca  Raton,  FL  under  the
direction  of John  Catallano,  V.P.  of Bovis  Lend  Lease.  Completion  of the
build-out is expected by the end of the second quarter, which should result in a
significant  increase in manufacturing  capacity and sales volume for the second
half of 2001. Continuing  improvements in operating margins are also expected as
newly-acquired operations are integrated and economies of scale achieved.

It is  also  anticipated  that  the  Company's  investments  in  WhyWait.com  or
Linuxlabs, Inc., or both, will be liquidated during the course of 2001.

EFFECT OF INFLATION ON OPERATION

     Management  believes  inflation had no material effect on operations during
1999 and 2000.




                                       11


<PAGE>



SEASONALITY

     Management believes seasonality had no material effect on operations during
1999 and 2000 nor should it have a material effect on 2001.

CAPITAL RESOURCES AND LIQUIDITY

At December 31, 2000 the Company had an outstanding  $500,000  short-term Bridge
financing  which was repaid in March,  2001.  The Company  expects  that it will
achieve  significant  revenue  growth  during the  second  half of 2001 from the
national  roll-out of its patented  SOLERA (TM)  photochromic  product line, and
that it will  continue  to be able to finance its  capital  requirements  in the
future through cash generated from  operations and borrowings  from possible new
credit facilities including equipment lease financing, and that the Company does
not anticipate the need for future equity offerings.

At December 31, 2000 the Company has working  capital of $313,297  primarily due
to the  conversion of  outstanding  short-term  borrowings.  Through the quarter
ended  September  30,  2000,  the  Company  raised over  $2,000,000  through the
issuance of Common stock of its Invicta Vision (formerly EyeAmerica)  subsidiary
for  approximately  a 7%  minority  interest.  In October,  2000,  the Shares of
Invicta Vision were converted into Shares of Invicta Corporation at a conversion
price of $6.00 per Share.

During the first  quarter of 2001,  the Company  received a firm  commitment  of
$5,500,000  through the sale of the Company's Common Stock at the price of $1.00
per Share and the issuance of two Common Stock Purchase  Warrants at an exercise
price of $2.25  per  Share  for  each  Share  purchased,  which  included  a 10%
overallotment which was exercised by the investors. The funds were raised by the
Company without sales commissions,  and a portion of the net $5,500,000 proceeds
from this funding  were  utilized to repay the $500,000  Bridge  financing  plus
interest as well as to convert approximately  $2,000,000 of notes outstanding on
December 31, 2000.  The private  placement  of these  securities  is expected to
close shortly.

Based upon the current business operations and 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.

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.




                                       12


<PAGE>



RISK FACTORS WHICH MAY AFFECT OUR BUSINESS

     We have a  limited  operating  history  upon  which  you can  evaluate  our
performance. Before investing in our common stock, you should consider the risks
and  difficulties  we may  encounter  as an  early-stage  company in the new and
rapidly evolving e-commerce market. These risks include our ability to:

         -        implement our business model;

         -        anticipate and adapt to rapid changes in our markets;

         -        attract new customers and maintain customer satisfaction;

         -        introduce new and enhanced Web sites, services, products and
                  alliances;

         -        manage the timing or promotions and sales programs.

     If we do not successfully  manage these risks, our business will suffer. We
cannot  assure you that we will  successfully  address  these  risks or that our
business strategy will be successful.

WE MAY NEED ADDITIONAL CAPITAL TO CONTINUE OUR BUSINESS IF WE DO NOT GENERATE
ENOUGH REVENUE.

     We require  substantial  working  capital to fund our business and may need
more in the future. We will likely experience negative cash flow from operations
for the foreseeable  future.  If we need to raise  additional  funds through the
issuance  of  equity,  equity-related  or debt  securities,  your  rights may be
subordinate  to other  investors  and your  stock  ownership  percentage  may be
diluted. We cannot be certain that additional financing will be available to us.

OUR OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS.

     Our revenues and operating results may vary  significantly  from quarter to
quarter  due to a number of  factors.  Many of these  factors  are  outside  our
control and include:

         -      timing of production and market acceptance of our products;

         -      fluctuations in consumer purchasing patterns and advertising
                spending;

         -      actions of our competitors;

         -      the timing and amount of costs relating to the expansion of our
                operations and acquisitions of technology or business; and

         -      general economic and market conditions.

     Because  we have a limited  operating  history,  our  future  revenues  are
difficult  to  forecast.  A shortfall  in revenues  will damage our business and
would likely affect the market price of our common stock. Our limited  operating
history and the new and rapidly  evolving  Internet  market make it difficult to
ascertain the effects of seasonality  on our business.  If seasonal and cyclical
patterns emerge in Internet  purchasing,  our results of operations from quarter
to quarter may vary greatly and may cause our business to suffer.




                                       13


<PAGE>



WE NEED TO EFFECTIVELY MANAGE GROWTH OF OUR OPERATIONS.

     Our  success  depends  upon  effective   planning  and  growth  management.
Excluding part-time employees, at March 15, 2001 we had a total of 44 employees.
We intend to continue to increase the scope of our  operations and the number of
our employees. We also face challenges associated with upgrading and maintaining
our information systems and internal controls, particularly those related to our
purchase  and receipt of  inventory.  If we do not  successfully  implement  and
integrate  these new systems or fail to scale these systems with our growth,  we
may  not  have  adequate,   accurate  and  timely   forecasting   and  financial
information.

OUR STOCK PRICE COULD BE EXTREMELY VOLATILE, AS IS TYPICAL OF INTERNET-RELATED
COMPANIES.

     Our stock price has been volatile and is likely to continue to be volatile.
The stock market has experienced significant price and volume fluctuations,  and
the  market  price  of   securities  of   technology   companies,   particularly
Internet-related companies, have been highly volatile.

     The market price for  BusinessNet's  stock is likely to be highly  volatile
and subject to wide fluctuations in response to the following factors:

         -   actual or anticipated variations in our quarterly operating
             results;

         -   announcements of technological innovations or new products or
             services by us or our competitors;

         -   changes in financial estimated by securities analysts;

         -   announcements by us or our competitors of significant
             acquisitions, strategic partnership, joint ventures or capital
             commitments;

         -   additions or departures of key personnel;

         -   release of lock-up or other transfer restrictions on our
             outstanding shares of common stock or sales of additional shares
             of common stock; and

         -   potential litigation.

     In the past,  following  periods of  volatility  in the  market  price of a
company's  securities,   securities  class  action  litigation  has  often  been
instituted against such a company. The institution of such litigation against us
could  result in  substantial  costs to us and a diversion  of our  management's
attention and resources.




                                       14


<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, INVICTA
         CORPORATION (FORMERLY BUSINESSNET HOLDINGS CORP.)

                                                                            Page

Report of Independent Auditors'                                              F-1

Consolidated Balance Sheet of Invicta Corporation (formerly
  BusinessNet Holdings Corp.) as of December 31, 2000                        F-2

Consolidated Statements of Operations of Invicta Corporation
  (formerly BusinessNet Holdings Corp.) for the years ended
  December 31, 2000 and 1999 and for the period from
  January 1, 1998 (date of reorganization) through December 31, 2000         F-3

Consolidated Statements of Changes in Stockholders Equity of
  Invicta Corporation (formerly BusinessNet Holdings Corp.
  for the period from January 1, 1998 (Date of Reorganization)
  to December 31, 2000                                                  F-4, F-5

Consolidated Statements of Cash Flows of Invicta Corporation
  (formerly BusinessNet Holdings Corp.) for the years ended
  December 31, 2000 and 1999 and for the period from
  January 1, 1998 (date of reorganization) through December 31, 2000         F-6

Notes to the Financial Statements of Invicta Corporation
  (formerly BusinessNet Holdings Corp.)                                      F-7

b.       INTERIM FINANCIAL STATEMENTS

         Not Applicable

c.       FINANCIAL STATEMENTS OF BUSINESS ACQUIRED AND TO BE ACQUIRED





                                       15


<PAGE>



                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of

Invicta Corporation (formerly BusinessNet Holdings Corp.)

We have  audited  the  accompanying  balance  sheet of Invicta  Corporation  and
Subsidiaries  (formerly BusinessNet Holdings Corp.)(a development stage company)
as of December 31, 2000 and the related statements of operations,  stockholders'
equity  and  cash  flows  for  the  period   from   January  1,  1998  (date  of
reorganization)  to  December  31,  2000.  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 Invicta  Corporation  and
Subsidiaries (formerly BusinessNet Holdings Corp.) at December 31, 2000, and the
results of its operations and its cash flows for the period from January 1, 1998
(date of  reorganization)  to December 31, 2000,  in conformity  with  generally
accepted accounting principles.




                                   /s/SCHUHALTER, COUGHLIN & SUOZZO, LLC
                                   -------------------------------------
                                      SCHUHALTER, COUGHLIN & SUOZZO, LLC


Raritan, New Jersey

April 13, 2001




                                                                             F-1


<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                     (FORMERLY BUSINESSNET HOLDINGS CORP. )
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2000




ASSETS

Current assets
  Cash                                                             $    798,115
  Accounts receivable, net of allowance of $20,000                      108,251
  Inventory                                                             214,049
  Prepaid expenses and other current assets                              64,484
                                                                   ------------

      Total current assets                                            1,184,899

Fixed assets, net of accumulated depreciation of $34,527              1,304,939

Patents and other intangibles, net of accumulated
  amortization of $494,645                                            7,674,792

OTHER ASSETS
Investment in unconsolidated subsidiary,
  equity method, net of reserve for decline in
  value and cumulative share of loss of $1,334,884                      405,116
Entertainment assets, at cost, net of reserve for
  decline in value of $475,795                                          171,000
Investments, cost method, net of reserve for decline
  in value of $299,500                                                  108,000
Deposits and other assets                                               102,382
                                                                   ------------

      Total other assets                                                786,498
                                                                   ------------

      TOTAL ASSETS                                                 $ 10,951,128
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued expenses                            $    733,178
  Other short term loans                                                133,995
  Other current liabilities                                               4,429
                                                                   ------------

      Total current liabilities                                         871,602

Short term notes, expected to be converted to or
  be repaid from equity                                               2,594,005

Stockholders' Equity
  Common Stock, $.01 par value, 50,000,000 shares
    authorized; 7,474,465 issued and outstanding at
    December 31, 2000                                                    74,745
  Additional Paid-In Capital                                         17,640,962
  Deferred compensation                                                 (94,445)
  Retained Deficit Subsequent to Reorganization (1-1-98)            (10,135,741)
                                                                   ------------

      Total Stockholders' Equity                                      7,485,521
                                                                   ------------

      TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                    $ 10,951,128
                                                                   ============







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


                                                                             F-2


<PAGE>
<TABLE>
<CAPTION>



                      INVICTA CORPORATION AND SUBSIDIARIES
                     (FORMERLY BUSINESSNET HOLDINGS CORP. )
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                            From
                                                                          January 1,
                                                                            1998
                                                For The                   (Date of
                                               Year Ended               Reorganization)
                                               December 31,               December 31,
                                         1999             2000               2000
                                     ------------    ------------       ------------
<S>                                  <C>              <C>               <C>
Total Revenue                         $        -      $   835,749        $   835,749
                                     ------------    ------------       ------------
Operating Expenses
  Direct Operating Expenses                13,923         462,679            476,602
  Research and development                   --           211,122            211,122
  Selling and administrative
    expenses                              180,079       3,304,081          3,489,307
  Depreciation expense                        305         528,867            529,172
  Non-cash charges for common
   stock and warrant compensation       1,201,575       2,801,818          4,098,393
                                     ------------    ------------       ------------

      Total Operating Expenses          1,395,882       7,308,567          8,804,596
                                     ------------    ------------       ------------

      Loss from operations             (1,395,882)     (6,472,818)        (7,968,847)

Other Income (Expense)
  Interest and dividend income               --             2,017              2,017
  Interest expense                           --           (58,732)           (58,732)
  Minority interest loss in
    unconsolidated subsidiary                --           (60,884)           (60,884)
  Reserve for decline in value of
    investments                              --        (2,049,295)        (2,049,295)
                                     ------------    ------------       ------------

      Total Other Income (Expense)           --        (2,166,894)        (2,166,894)
                                     ------------    ------------       ------------
      (Loss) before taxes              (1,395,882)     (8,639,712)       (10,135,741)
                                     ------------    ------------       ------------

Provision for taxes                          --              --                 --
                                     ------------    ------------       ------------

      Net (Loss)                     $ (1,395,882)   $ (8,639,712)      $(10,135,741)
                                     ============    ============       ============


  (Loss) per share                   $       (.74)   $      (1.58)
                                     ============    ============

Weighted average shares
  outstanding
  Basic and Diluted                     1,879,048       5,479,463
                                     ============    ============





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

                                                                                    F-3

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                      INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                          (A Development Stage Company)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       FOR THE PERIOD FROM JANUARY 1, 1998
                            THROUGH DECEMBER 31, 2000


                                                                             Additional
                                                     Common Stock              Paid In
                                                Shares           Amount        Capital
<S>                                        <C>                 <C>           <C>
Balance, January 1, 1998                      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 at $.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

Issuance of shares at $.50 per share             141,000          1,410         69,090

Stock dividend, one share for each share
  outstanding on July 31, 1999                   917,482          9,175         (9,175)

Issuance of shares at $.50, $2.50 and
  $10.00, net of offering costs of $12,500       288,000          2,880        582,120

Issuance of 10,000 shares in exchange
  for 80,000 shares of Docunet, Inc.              10,000            100        107,400

Issuance of stock options and warrants
  for service                                       --             --          994,700

Issuance of 30,000 shares of convertible
  preferred stock at $10 per share                  --             --             --

Issuance of shares for services                  100,000          1,000        205,875

Net loss for the year                               --             --             --
                                             -----------    -----------    -----------

Balance, December 31, 1999                     2,232,964    $    22,330    $ 2,152,517
                                             -----------    -----------    -----------



</TABLE>


<PAGE>
<TABLE>
<CAPTION>





                                           Convertible
                                         Preferred Stock         Retained
                                     Shares         Amount        Deficit        Total
<S>                              <C>            <C>           <C>            <C>
Balance, January 1, 1998                 --            --            --             --

Reverse split of 1 share for
 every 50 shares held                    --            --            --          135,000

Issuance of shares at $.50
 per share                               --            --            --           95,000

Issuance of shares for
 services                                --            --        (100,147)      (100,147)
                                  -----------   -----------   -----------    -----------

Net loss for the                         --            --        (100,147)       110,125

Balance, December 31, 1998

Issuance of shares at $.50
 per share                               --            --            --           70,500

Stock dividend, on share for
 each share outstanding on
 July 31, 1999                           --            --            --             --

Issuance of shares at $.50,
 $2.50 and $10.00, net of
 offering costs of $12,500               --            --            --          585,000

Issuance of 10,000 shares in
 exchange for 80,000 shares
 of Docunet, Inc.                        --            --            --          107,500

Issuance of stock options and
 warrants for service                    --            --            --          994,700

Issuance of 30,000 shares of
 convertible preferred stock
 at $10 per share                      30,000       300,000          --          300,000

Issuance of shares for services          --            --            --          206,875

Net loss for the year                    --            --      (1,395,882)    (1,395,882)
                                  -----------   -----------   -----------    -----------

Balance, December 31, 1999             30,000   $   300,000   $(1,496,029)   $   978,818
                                  -----------   -----------   -----------    -----------







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


                                                                                     F-4

</TABLE>

<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                          (A Development Stage Company)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       FOR THE PERIOD FROM JANUARY 1, 1998
                            THROUGH DECEMBER 31, 2000
                                   (CONTINUED)

                                                                      Additional
                                               Common Stock            Paid In
                                           Shares         Amount       Capital


Balance, January 1, 2000                  2,232,964   $    22,330   $ 2,152,517

Issuance of shares in private
  placements at $2.00 and $6.00
  per share, net of costs of
  $ 148,927                                 761,001         7,610     3,241,463

Issuance of shares in connection
  with acquisitions                       3,195,000        31,950     8,302,925

Issuances of warrants for services
  and in connection with acquisitions          --            --       3,095,600

Issuance of shares pursuant to the
  exercise of warrants                    1,119,500        11,195       160,055

Conversion of $10.00 preferred
  stock to common stock at
  $6.67 per share                            45,000           450       299,550

Issuance of shares for services             121,000         1,210       288,852

Deferred employee stock option
  compensation                                 --            --         100,000

Amortization of deferred employee
  stock option compensation                    --            --            --

Net loss for the year                          --            --            --
                                        -----------   -----------   -----------

Balance, December 31, 2000                7,474,465   $    74,745   $17,640,962
                                        ===========   ===========   ===========





<PAGE>
<TABLE>
<CAPTION>



                                    Convertible
                                   Preferred Stock         Deferred        Retained
                               Shares        Amount      Compensation       Deficit            Total
<S>                           <C>        <C>            <C>             <C>              <C>
Balance,
 January 1, 2000               30,000    $    300,000    $       --      $ (1,496,029)   $    978,818

Issuance of shares
 in private placements
 at $2.00 and $6.00
 per share, net of
 costs of $148,927               --              --              --              --         3,249,073

Issuance of shares in
  connection with
  acquisitions                   --              --              --              --         8,334,875

Issuances of warrants
  for services and in
  connection with
  acquisitions                   --              --              --              --         3,095,600

Issuance of shares
  pursuant to the
  exercise of warrants           --              --              --              --           171,250

Conversion of $10.00
 preferred stock to
 common stock at
  $6.67 per share             (30,000)       (300,000)           --              --              --

Issuance of shares for
  services                       --              --              --              --           290,062

Deferred employee
  stock option
  compensation                   --              --          (100,000)           --              --

Amortization of
  deferred employee
  stock option
  compensation                   --              --             5,555            --             5,555

Net loss for the year            --              --              --        (8,639,712)     (8,639,712)
                         ------------    ------------    ------------    ------------    ------------

Balance,
December 31, 2000                --      $       --      $    (94,445)   $(10,135,741)   $  7,485,521
                         ============    ============    ============    ============    ============










The accompanying notes are an integral part of these financial statements.
                                                                                                 F-5

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                           INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                               (A Development Stage Company)
                           CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                              From
                                                                           January 1,
                                                                              1998
                                                    For The                (Date of
                                                   Year Ended           Reorganization)
                                                   December 31,            December 31,
                                               1999            2000           2000
<S>                                       <C>              <C>            <C>
OPERATING ACTIVITIES
Cash Flows provided by
  Operating Activities:
  Net (Loss)                               $ (1,395,882)   $ (8,639,712)   $(10,135,741)
  Adjustments to reconcile net
   loss to cash provided by
   operating activities:
  Expense paid by issuance of
   common stock and warrants                  1,201,575       2,801,818       4,098,393
  Reserve for decline in market value              --         2,049,295       2,049,295
  Loss from unconsolidated subsidiary              --            60,884          60,884

  Depreciation and amortization                     305         528,867         529,172
  Decrease in accounts receivable                  --            58,211          58,211
  Increase in other current assets                 --           (57,445)        (57,445)
  (Increase) in inventory                          --          (119,280)       (119,280)
  (Increase) in deposits and other
    assets                                         --           (97,176)        (97,176)
  Increase in accounts payable and
    accrued expenses                             52,993         560,732         618,225
                                           ------------    ------------    ------------

Net cash (used in) operating activities        (141,009)     (2,853,806)     (2,995,462)

INVESTING ACTIVITIES
Cash Flows Used In Investment
  Activities:
  Entertainment assets                         (646,795)           --          (646,795)
  Acquisition of fixed assets                    (3,046)     (1,294,698)     (1,297,744)
  Investment in Linux Labs                     (300,000)           --          (300,000)
  Cash payment for intangible assets               --          (615,000)       (615,000)
                                           ------------    ------------    ------------

Net cash used in investing activities          (949,841)     (1,909,698)     (2,859,539)
                                           ------------    ------------    ------------

FINANCING ACTIVITIES
Cash Flows Used In Financing Activities:
  Proceeds from notes                              --         2,460,000       2,460,000
  Payment on acquisition note                      --          (250,000)       (250,000)
  Payment on bank debt                             --           (61,412)        (61,412)
 Proceeds from the issuance of
  convertible preferred stock                   300,000            --           300,000
 Proceeds from the issuance of
  common stock                                  655,500       3,420,325       4,211,325
 Cash acquired in acquisitions                     --             3,406           3,406
 Payment on capital lease obligations              --           (10,850)        (10,850)
                                           ------------    ------------    ------------

Net cash provided by financing
  activities                                    955,500       5,561,469       6,652,469
                                           ------------    ------------    ------------

Net increase (decrease) in cash and
  cash equivalents                             (135,350)        797,965         797,468
Cash and cash equivalents,
  beginning of the period                       135,500             150             647
                                           ------------    ------------    ------------

Cash and cash equivalents,
  end of the period                        $        150    $    798,115    $    798,115
                                           ============    ============    ============



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

                                                                                    F-6

</TABLE>

<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

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

     The primary  business  of Invicta is to design,  develop,  manufacture  and
     market high quality prescriptionable sunglass lens and eyewear products.

     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,  whereby  Navigato
     International was considered the acquiror, and the Company changed its name
     to Navigato International, Inc.

     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 had also signed  agreements  that give Navigato
     A/S the exclusive  right to market a number of products within its business
     area in Denmark.  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, and the Company  changed its name to BusinessNet  International,
     Inc. During 1997 these subsidiaries  became insolvent and ceased operations
     and the Company completed a quasi-reorganization.

     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 has had no administrative or operating control of any
     of the former  subsidiary  operations  since then,  and  accounted  for the
     abandonment of these subsidiaries during the year ended December 31, 1997.

NOTE 2 - LOSSES DURING THE DEVELOPMENT STAGE

     The Company has recorded losses since the reorganization  effective January
     1, 1998 totaling  $10,135,741.  The Company has working capital of $313,297
     and recorded its initial  operating  revenue during the year ended December
     31, 2000 of $835,749.

     The  Company is in the  development  stage and its present  activities  are
     focused on the  completion  of its new factory to provide  prescriptionable
     sunglass  lens  and  associated   products.   Because  Invicta  is  in  the
     development  stage, the  accompanying  financial  statements  should not be
     regarded as typical for normal operating periods.






                                                                             F-7


<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


NOTE 2 - LOSSES DURING THE DEVELOPMENT STAGE - (Continued)

     The Company  believes  that its  remaining  cash  resources at December 31,
     2000,  along with cash flows expected to be generated from  financings that
     are  expected  to close in the short  term will be  sufficient  to fund the
     Company's  operations through 2001.  Additional funding will be required to
     complete the product deployment stage, and the transition,  ultimately,  to
     profitable operations.  However, there can be no assurance that the Company
     will  generate  sufficient  revenues  to provide  positive  cash flows from
     operations or that sufficient capital will be available,  when required, to
     permit the Company to realize its plans.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation

     The consolidated  financial statements include the accounts of the Company,
     its wholly owned subsidiaries: Invicta Vision, Inc., Action Services, Inc.,
     True-Lite Inc. and Biz Auctions,  Inc.,  which is a wholly owned subsidiary
     of  Invicta  Vision,  Inc.,  as  well  as  its  60%  owned  Omnicast  Corp.
     subsidiary.  Significant  intercompany  accounts and transactions have been
     eliminated in consolidation. No minority interest has been recorded for the
     Omnicast subsidiary as this has recorded losses since inception.

     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.

     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.

     Fair Value of Financial Instruments

     The  carrying  values  of  cash,  cash  equivalents  and  accounts  payable
     approximate their fair values due to their short  maturities.  The carrying
     value of the Company's investments in Docunet,  Inc.,  Linuxlabs,  Inc. and
     Sunrise  Entertainment,  Inc. and the carrying values of its  entertainment
     assets approximate their net realizable value.






                                                                             F-8


<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


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

     Investments in Unconsolidated Entities at Cost and Equity Method

     At December 31, 2000,  the Company's  investments  in  Linuxlabs,  Inc. and
     WhyWait,  Inc. are carried at cost.  These companies are privately held and
     although both  contemplated  completing  their initial  public  offering or
     another  capital  event in 2000,  no  quoted  market  for  their  common or
     preferred stock is available.


     Additionally,  both  Linuxlabs and WhyWait,  Inc. have a limited  operating
     history and no public financial information is available at this time.

     In January,  2000 the Company  issued  840,000  shares of its common stock,
     valued at $1,740,000 for a 40% interest in Sunrise Entertainment, Inc. This
     investment is accounted for using the equity method.

     At December 31, 2000,  management  reserved  $220,000 for decline in market
     value of its  investment in Linuxlabs,  Inc.,  $79,500 of its investment in
     WhyWait.com, Inc. and $1,274,000 of its investment in Sunrise Entertainment
     due to current  conditions in the equity markets and the Company's  present
     focus on its eyewear business.

     Entertainment Assets

     Entertainment  assets consist of the Company's  share of assets held in the
     Omnicast  subsidiary,  including  rights to recover  the first  $605,000 of
     gross  profit  after  producers  share  of  approximately  $250,000  in the
     "Itchykoo '99" project and  collectible  photographs,  net of a reserve for
     market value decline of $475,795 recorded during 2000.

     Research and Development

     Research and  development  costs are charged to  operations  as incurred in
     accordance with Statement of Financial Accounting  Standards ("SFAS"),  No.
     2, "Accounting for Research and Development Costs."

     Reclassification

     Certain   reclassifications  have  been  made  in  the  prior  consolidated
     financial statements to conform to the current period presentation.



                                                                             F-9


<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


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

     Loss Per Common Share, Basic and Diluted

     The Company  accounts for net loss per common share in accordance  with the
     provisions of Statements of Financial Accounting Standards ("SFAS") No. 128
     "Earnings per Share" ("EPS").  SFAS No. 128 reflects the potential dilution
     that could occur if  securities  or other  contracts  to issue common stock
     were  exercised or converted  into common stock or resulted in the issuance
     of common  stock that then shared in the  earnings  of the  entity.  Common
     equivalent  shares have been excluded from the  computation  of diluted EPS
     since their effect is antidilutive.

     Loss 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 and the stock dividend in
     July, 1991 of 917,482 shares for both periods presented.


                                                          For the Year Ended
                                                               December 31,
                                                           1999        2000
                                                         --------    --------
      SCHEDULE OF NON CASH INVESTING
      AND FINANCING ACTIVITIES:

      100,000 and 121,000 shares issued
        in 1999 and 2000 for services                    $206,875    $288,852
                                                          =======     =======

      Investment in 80,000 shares of common stock
        of WhyWait, Inc. at cost, based upon trading
        price of 10,000 shares of BusinessNet Holdings   $107,500    $      0
                                                          =======     =======

      Interest paid                                      $      0    $ 16,092
                                                          =======     =======

     Long-Lived Assets

     The Company accounts for long-lived assets under the provisions of SFAS No.
     121, "Accounting for the Impairment of Long-lived Assets and for Long-lived
     Assets to Be Disposed of, " which states that whenever events or changes in
     circumstances  indicate  that the  carrying  amount  of an asset may not be
     recoverable and long-lived assets and certain identifiable  intangibles are
     to be disposed of, they should be reported at the lower of carrying  amount
     or fair value less cost to sell. The Company does not believe that any such
     changes in circumstances have occurred.





                                                                            F-10


<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

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

     Income Taxes

     The Company accounts for income taxes using the asset and liability method.
     Under this method,  deferred tax assets and  liabilities are recognized for
     the  future  tax  consequences  attributable  to  differences  between  the
     financial statement carrying amounts of existing assets and liabilities and
     their respective tax bases and operating loss and tax credit carryforwards.
     Deferred tax assets and liabilities  are measured using  currently  enacted
     tax rates. The effect on deferred tax assets and liabilities of a change in
     tax rates is  recognized  in  results  of  operations  in the  period  that
     includes the  enactment  date.  Because of the  uncertainty  regarding  the
     Company's future  profitability,  the future tax benefit of its losses have
     been fully reserved for.  Therefore,  no benefit for the net operating loss
     has been recorded in the accompanying consolidated financial statements.

     Stock-Based Compensation

     The Company  accounts for stock-based  compensation in accordance with SFAS
     No. 123, "Accounting for Stock-Based  Compensation," which permits entities
     to  recognize  as expense  over the vesting  period,  the fair value of all
     stock-based awards on the date of grant.  Alternatively,  SFAS No. 123 also
     allows   entities  to  continue  to  apply  the  provisions  of  Accounting
     Principles  Board  ("APB")  Opinion No. 25 and provide pro forma net income
     and pro forma  earnings per share  disclosures  for  employee  stock option
     grants as if the fair value-based method, as defined, had been applied. The
     Company has elected to continue to apply the  provisions of APB Opinion No.
     25 and  provide  the  pro  forma  disclosure  required  by  SFAS  No.  123.
     Compensation expense is generally recorded on the date of grant only if the
     current market price of the underlying stock exceeded the exercise price.

     The Company accounts for nonemployee  stock-based  awards in which goods or
     services are the consideration  received for the equity  instruments issued
     based on the fair value of the consideration  received or the fair value of
     the equity instrument issued, whichever is more readily determinable.




                                                                            F-11


<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


NOTE 4 - BUSINESS COMBINATIONS

     For the year ended  December 31, 2000 the Company made a number of purchase
     acquisitions  pursuant  to APB 16. The  consolidated  financial  statements
     include  the   operating   results  of  each  business  from  the  date  of
     acquisition.  Amounts  allocated  to  patents  and  other  intangibles  are
     amortized on a straight-line  basis over 16 years and 7 years respectively.
     Each transaction is outlined as follows:
<TABLE>
<CAPTION>

                        Total           Effective          Form of Consideration and
Acquired Companies   Consideration         Date            Other Notes to Acquisition
-------------------------------------------------------------------------------------
<S>                  <C>             <C>                  <C>
Invicta Vision, Inc.   $6,687,635     January 31, 2000     1,925,000 share of the
 (formerly Eye                                             Company's common stock,
  America, Inc. and                                        $250,000 note payable,
  Chemko Optical                                           $75,000 of acquisition
  Supplies Inc.)                                           expenses and the
                                                           assumption of $139,610
                                                           liabilities in excess
                                                           of historical basis.
                                                           Cost allocated to patents.

Action                 $  441,205     May 31, 2000         100,000 shares of the
 Services, Inc.                                            Company's common stock,
                                                           the payment of $140,000
                                                           to certain prior shareholders
                                                           and the assumption of
                                                           $109,850 liabilities in
                                                           excess of historical
                                                           basis.   Cost allocated
                                                           to other intangibles.

True-Lite, Inc.        $  537,500     May 31, 2000         200,000 shares of the
                                                           Company's common stock
                                                           and a cash payment
                                                           of $150,000.  Cost allocated
                                                           to  other  intangibles.

Biz Auctions,
  Inc.                 $  503,097     July 31, 2000        100,000 shares of the
                                                           Company's common stock and
                                                           the assumption of $15,597
                                                           of liabilities in excess
                                                           of historical basis.
                                                           Cost allocated to other
                                                           intangibles.
</TABLE>

Proforma results had the above acquisitions occurred on January 1, 1999 are as
follows:
                                                    For the years ended
                                                        December 31,
                                                     1999           2000
                                                 ------------   -------------
Proforma Revenue                                 $ 1,633,500    $  1,522,904
Proforma Costs and Expenses                       (3,285,256)    (10,241,566)
                                                 ------------   -------------
Proforma Net Loss                                $(1,651,756)   $ (8,718,662)
                                                 ============   =============
Proforma Net Loss Per Share                      $      (.39)   $      (1.50)
                                                 ============   =============
Proforma Shares Outstanding                        4,204,043       5,823,414
                                                 ============   =============

                                                                            F-12


<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


NOTE 5 - CAPITAL STOCK

     Common Stock

     The Company has  authorized  50,000 shares of common stock with a par value
     of $.001.

     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.

     In May,  1999 the  Company  formed its wholly  owned  subsidiary,  Omnicast
     Corporation.  In July 1999 the  Company  issued  shares  of the  subsidiary
     representing  a  total  of 40%  to  the  subsidiaries  President  and  Vice
     President.

     Through June of 1999, the Company issued 141,000 shares of its common stock
     at $.50 per share  pursuant  to a warrant  plan,  in private  transactions,
     generating $70,500 proceeds to the Company.

     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 been adjusted for this dividend.

     On August 17, 1999, the Company issued 10,000 shares of the common stock in
     exchange for 80,000  shares of common  stock of Docunet,  Inc., a privately
     held company contemplating its initial public offering.

     Through  December  1999,  the Company  issued  286,000 shares of its common
     stock at  $.50,  $2.50  and  $10.00  in  private  transactions;  generating
     $585,000  proceeds to the Company.  In connection  with these  transactions
     2,000  shares were  issued to  consultants  and  $12,500 was  recorded as a
     charge to additional paid in capital.

     During  December  1999 and 2000,  the  Company  issued  100,000 and 121,000
     shares for services, valued at $206,875 and $290,062, respectively.

     During  2000,  the Company  issued  196,500  shares of its common  stock to
     accredited investors at $2.00 per share generating $393,000 proceeds to the
     Company.

     During  2000,  the Company  issued  500,833  shares of its common  stock to
     accredited  investors at $6.00 per share  generating  gross proceeds to the
     Company of  $3,005,000.  The Company also issued 63,668 shares for services
     in  connection  with the private  placement  and paid  $148,927 of offering
     costs.







                                                                            F-13


<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


NOTE 5 - CAPITAL STOCK - (Continued)

     Common Stock - (Continued)

     During 2000,  the Company  issued  3,195,000  shares of its common stock in
     connection with investments and  acquisitions  discussed in Note 3 and Note
     4.  These   included   870,000   shares  issued  in  connection   with  the
     unconsolidated  subsidiary  discussed in Note 3 and 2,325,000 shares issued
     to acquire the wholly owned subsidiaries discussed in Note 4.

     During  2000,  the  Company  issued  1,119,500  shares of its common  stock
     pursuant to the exercise of warrants.  These  include the cash  exercise of
     68,500  warrants at $2.50 for 68,500 shares of the  Company's  common stock
     and the  cashless  exercise of $2.50 and $5.00  warrants  in  exchange  for
     1,051,000 shares of the Company's common stock.

     Stock Options and Warrants

     During 1999, in connection with the consulting agreements and incentives to
     management the Company issued  750,000  warrants to purchase  shares of the
     Company's  common stock to consultants  and employees  which expire in five
     years.

     During 2000, in connection  with  consulting  agreements,  acquisition  and
     incentives to management, the Company issued 2,700,000 warrants to purchase
     shares of the Company's  common stock to  consultants  and employees  which
     expense in five years.

     A summary of the stock option and warrant  activity for the two years ended
     December 31, 2000, all of which were  nonqualified  stock warrants,  is set
     forth below:


                                                                      Weighted
                                                                      Average
                                                   Number of          Exercise
                                                   Warrants            Price
                                                   ---------        ----------
      Outstanding, January 1, 1999                 1,000,000         $   2.50
      Granted                                        750,000             3.50
      Exercised                                      250,000             2.50
      Canceled                                             -                -
                                                   ---------        ----------

      Outstanding at December 31, 1999             1,500,000             3.00
                                                   ---------        ----------

      Granted                                      2,700,000             3.99
      Exercised                                   (1,392,500)           (2.14)
      Canceled                                             -                -
                                                   ---------        ----------

      Outstanding at December 31, 2000             2,807,500          $  4.38
                                                   =========        ==========

      Exercisable at December 31, 2000             2,618,612          $  4.04
                                                   =========        ==========

     The  weighted  average  fair value of options  granted in 1999 and 2000 was
     estimated  as of the date of grant  using the  Black-Scholes  stock  option
     pricing model, based on the following weighted average assumptions;  annual
     expected  return  of 0%,  annual  volatility  of 197% and  172%,  risk-free
     interest rate of 4.74% and 6.5% and expected warrants life of 3 years.




                                                                            F-14


<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 5 - CAPITAL STOCK (Continued)

     Stock Options and Warrants - (Continued)

     The per share  weighted-average  fair value of warrants granted during 1999
     and 2000 was  $5.00 and $3.99  respectively.  The price per share  weighted
     average remaining life of the warrants  outstanding at December 31, 1999 is
     4.5 years and 3.8 years respectively.

     The Company has elected to continue to account for stock-based compensation
     under APB Opinion  No. 25,  under  which no  compensation  expense has been
     recognized for stock options granted to employees at fair market value. Had
     compensation  expense  for  stock  options  granted  under  the  Plan  been
     determined  based on fair value at the grant dates,  the Company's net loss
     for 1999 and 2000 would have been  increased to the pro forma amounts shown
     below.


                                                      December 31,
                                                  1999           2000
                                                --------       --------
         Net loss:
          As reported                         $(1,395,882)   $(8,639,712)
                                                =========      =========

          Pro forma                           $(2,250,932)   $(8,727,034)
                                                =========      =========

     For the years  ended  December  31,  1999 and 2000,  the  Company  recorded
     non-cash  charges  totaling  $977,200 in 1999  charged to the  statement of
     operations  and  in  2000,   $589,400  was  capitalized  to   acquisitions,
     $2,506,200  charged to the  statement  of  operations  and  $1,766,700  was
     included in additional  paid in capital with a similar  charge for offering
     costs,  in connection  with the grant of 400,000 and  2,500,000  options to
     consultants.  Such charges are the result of the fair value of the warrants
     granted using the Black-Scholes stock option pricing model applied warrants
     granted to non-employees.

     Incentive Stock Option Plans

     1994 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, 2000.

     2000 Incentive Stock Option Plan

     On June 15, 2000, the  Shareholders  of the Company  ratified the Company's
     "2000 Incentive Stock Option Plan" and reserved 750,000 shares for issuance
     pursuant  to said Plan.  As of  December  31,  2000,  no options  have been
     awarded.

     Convertible Preferred Stock

     In  October,  1999 the  Company  issued  30,000  shares of $10.00 par value
     Convertible  Preferred  Stock.  This was  originally  convertible to common
     stock at an exchange rate of $10 per share.

     During 2000 the conversion  rate was amended to $6.67 and these shares were
     converted into 45,000 shares of common stock in the fourth quarter of 2000.

                                                                            F-15


<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 5 - CAPITAL STOCK (Continued)

     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 were exercised under this plan
     in 1999. During 2000, 350,000 warrants were issued and exercised  resulting
     in the  issuance  of  260,000  shares of the  Company's  common  stock on a
     cashless basis.

     During 1998 the Company  issued  warrants  (the "B"  warrants)  to purchase
     1,000,000  shares at $2.50 (as adjusted  for the stock  dividend in July of
     1999) per share,  which  expire  December  31,  2003.  During 1999  250,000
     warrants were  exercised  and 750,000  remain  unexercised  at December 31,
     1999.  During  2000,  750,000 and 350,000  warrants  were issued and 68,500
     warrants were exercised for cash for 68,500 shares of the Company's  common
     stock and  769,200  warrants were exercised on a cashless basis for 631,000
     shares of the Company's common stock.

     During 1999 the Company  issued  750,000  warrants  (the "C"  warrants)  to
     purchase  750,000  shares at $5.00 (as adjusted  for the stock  dividend in
     July 1999) which expire December 31, 2004.  During 2000, the price of these
     warrants were amended to $3.50 and the Company  granted  100,000  warrants.
     During  2000,  204,800  warrants  were  exercised  on a cashless  basis for
     160,000 shares of the Company's common stock.

     During  2000 the Company  issue  950,000  warrants  (the "D"  warrants)  to
     purchase  950,000  shares at $6.00 which expire in December  2005.  None of
     these warrants have been exercised as of December 31, 2000.

     During  November  2000, in connection  with an  employment  agreement,  the
     Company issued 200,000  warrants to purchase 200,000 shares at $9.00 with a
     3 year vesting schedule.

     Subsequent  to  December  31,  2000,  in February  2001 the Company  issued
     400,000  warrants at a price of $2.25 with various vesting from two to four
     years  and  600,000  warrants  at  a  price  of  $2.25,  to  employees  and
     consultants, all of which are subject to contingent criteria based upon the
     individual performances of the recipients and of the Company.

NOTE 6 - TRANSACTIONS WITH RELATED PARTIES

     In 1998 the Company issue 190,000 shares to the acting president, valued at
     $95,000 for services.

     The  Company  paid  $6,000  in 1999  for  facilities  fees  to the  interim
     management.

     In 1999,  30,000 shares were also granted the former director and president
     for services.  In 2000,  60,000 shares were issued to the same director for
     services.

                                                                            F-16


<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


NOTE 7 - PROPERTY AND EQUIPMENT

     The  Company  generally  estimated  useful  lives of 3-7 years on plant and
     machinery, 10 years on leasehold improvements and 40 years for buildings.

     Fixed assets, at cost, at December 31, 2000 is as follows:

         Buildings                                              $   126,924
         Land                                                        49,500
         Machinery and equipment                                  1,144,100
         Office equipment                                            18,942
                                                                -----------
                                                                  1,339,466
           Less - Accumulated Depreciation                          (34,527)
                                                                -----------
                                                                $ 1,304,939
                                                                ===========
NOTE 8 - LEASES

     In 1998 and  1999  $5,000  and  $6,000  per  year  was  paid to the  acting
     president for a month to month sublease of administrative offices.

     The Company entered into a premises lease for its corporate headquarters in
     Midland Park, NJ, commencing in January 2000 for a period of two years with
     monthly  rentals of $2,077 per month.  The Company has the option for three
     annual renewals with increases of 3% each renewal. The Company has canceled
     this lease during 2000.

     The Company  leases its Knoxville  location for  approximately  $3,500 on a
     month to month basis and its present Florida headquarters for approximately
     $5,000 per month,  also on a month to month basis.  Upon  completion of the
     factory the Company  anticipates  the  Florida  factory and  administrative
     offices will be leased for  approximately  $18,000 per month upon the final
     terms of its lease.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

     The  Company's  predecessor   financial  services  subsidiaries   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.  The prior  years
     financial  statements did not include any  liabilities  for any obligations
     for termination costs associated with foreign subsidiaries. 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.

     The Company is  presently  building  its factory as a fit out to  leasehold
     improvements  in a building  the Company  rents with an option to buy,  and
     expects  these  costs  to  approximate  2.5  million   dollars,   of  which
     approximately $880,000 is included in equipment at December 31, 2000.



                                                                            F-17


<PAGE>

                      INVICTA CORPORATION AND SUBSIDIARIES
                      (FORMERLY BUSINESSNET HOLDINGS CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 10 - INCOME TAXES

     INCOME TAXES

     No provision  has been made for  corporate  income taxes due to  cumulative
     losses  incurred.  The Company has  available  unrealized  tax  benefits of
     approximately  $1,685,380  in  the  form  of  net  operating  loss  ('NOL')
     carryforwards of approximately  $4,957,000 for federal income tax purposes.
     If not  utilized,  the federal  NOL's expire at various dates through 2020.
     Certain changes in stock ownership can result in a limitation in the amount
     of net operating loss and tax credit  carryovers  that can be utilized each
     year.

     The Company has  recognized tax benefits as a deferred tax asset subject to
     a 100% valuation  allowance since it is uncertain  whether or not these tax
     benefits will be realized.

NOTE 11 - NOTES PAYABLE

     At December 31, 2000 the following notes payable are  outstanding  with the
     following terms:

                                      Balance at
                                     December 31,
           Note                         2000                    Terms
--------------------------           ----------         ---------------------

Bridge note with accrued             $  542,640         Paid in January, 2001
  interest at 9%

Acquired mortgage, interest              83,725         Paid in February, 2001
  at prime plus 1%

Convertible note, 6% interest         1,810,000         Converted in 2001 to
                                                          equity

Interim note, accrued interest at 9%    157,640         Paid in January, 2001
                                      ---------


  Subtotal                           $2,594,005
                                      =========

Credit line; interest at             $   79,507         Secured by corporate
  prime plus 1%                                         assets Invicta Vision

Other notes shareholders,
  none interest bearing                  54,488         Unsecured
                                      ---------

  Subtotal                           $  133,995
                                      =========












                                                                            F-18


<PAGE>




ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

NONE.

                                    PART III

ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Directors and Executive Officers of the Company as of March 15, 2001 were as
follows:

Name & Address                    Age               Position

Louis Gleckel, MD                 46                Chairman of the Board

Alan Yuster                       52                President and Director
c/O Company
1121 Holland Drive
Boca Raton, FL  33487

Kenneth A. Brown                  62                Secretary and Director

Charles Phillips                  53                Director

William J. Reilly, Esq.           47                Treasurer and 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.




                                       16


<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, 1999 and 2000. (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,  2000  exceeded
$100,000.

ANNUAL COMPENSATION


NAME AND POSITION                     Year                         Salary

Herman Burckhardt                 1/31/00 - 10/31/00               $ 65,192
Alan Yuster (1)(2)                11/1/00 - 12/31/00               $ 21,000

No Officer or Director of the Registrant received cash compensation for services
rendered during calendar year 1999.

(1)  200,000 warrants in November 2000, with a 3 year vesting schedule, at $9.00
     per share.

(2)  400,000 contingent warrants in February 2000, with various vesting at $2.25
     per share.







                                       17


<PAGE>



ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) 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 March 15, 2001:

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

Louis Gleckel, MD (1)     Chairman             207,000                  2.7%

Alan Yuster               President                  0                  .0%
                          Director

Kenneth Brown             Secretary,            40,000                  .5%
                          Director

Charles Phillips          Director              10,000                  .1%

William J. Reilly, Esq.   Treasurer,           240,000                  3.2%
                          Director

George Kohan              Shareholder          850,000                 11.1%
                                             ----------                -----


TOTAL OFFICERS, DIRECTORS &
SIGNIFICANT SHAREHOLDERS
AS A GROUP:                                  1,347,000                 17.6%
                                             =========                =======

(1)  All 207,00 shares were purchased by Dr. Gleckel in open market transactions
     prior to joining the Board of  Directors,  at prices  ranging from $3.81 to
     $15.00.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For the fiscal year ended  December  31,  2000 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,  2000,  the  contents  of which  commence  on Page F1.  The
Financial  Statements  detail the  short-term  financing and  subsequent  equity
financing provided to the Company by Louis Gleckel, MD, Chairman of the Board of
the Company and other investors.




                                       18


<PAGE>



                                     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

         REPORTS ON FORM 8-K

         Filed on April 4, 2000

         Filed on February 2, 2001







                                       19


<PAGE>



                                   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.



April 17, 2001            by:/s/  Louis Gleckel
                                  -------------------------------------------
                                  Louis Gleckel, MD
                                    Chairman


April 17, 2001            by:/s/  Alan Yuster
                                  -------------------------------------------
                                   Alan Yuster
                                  President, 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.

April 17, 2001            by:/s/  Kenneth Brown
                                  -------------------------------------------
                                  Kenneth Brown, Secretary and Director


April 17, 2001            by:/s/  Charles Phillips
                                  -------------------------------------------
                                  Charles Phillips, Director


April 17, 2001            by:/s/  William J. Reilly
                                  -------------------------------------------
                                  William J. Reilly, Treasurer and Director





                                       20