SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1998.Commission File No. 33-27652-NY
BusinessNet Holdings Corp.
(Exact name of registrant as specified in its charter)
Delaware
22-2946374
(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification No.)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:(401) 683-1570
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common stock, $.01 par value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934,
during the preceding 12 months (or for shorter period that the registrant was
required to file such report), and (2) has been subject to such filing
requirements for the past 90 days.
Yes: ___ No: X
Transitional Small Business Disclosure Format:
Yes: X No:
The number of shares outstanding of the registrant's classes of common stock
as of December 31, 1998 is 776,482 shares of $.01 par value common stock.
BusinessNet Holdings Corp.
FORM 10-KSB,
Fiscal Year Ended December 31, 1998
TABLE OF CONTENTS
PART I
Item 1- Business 3
Item 2- Properties 4
Item 3- Legal Proceedings 4
Item 4- Submission of Matters to a Vote of Security Holders 4
PART II
Item 5 - Market for Registrant's Common Equity and Related Stockholders
Matters 5
Item 6 - Management's Discussion and Analysis of Financial Condition
and Results and Plan of Operations 6
Item 7 - Financial Statement and Supplementary Data 8
Item 8 - Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure 9
PART III
Item 9 - Directors and Executive Officers of the Registrant 9
Item 10- Executive Compensation 10
Item 11- Security Ownership of Certain Beneficial Owners and Management10
Item 12- Certain Relationships and Related Transactions 11
PART IV
Item 13 -Exhibits, Schedules and Reports on Form 8-K 12
Signatures 13
2
<PAGE>
PART I
Item 1 - Business
GENERAL
BusinessNet Holdings Corp. (the "Company"), formerly known as BusinessNet
International, Inc. and Navigato International, Inc. (formerly known as
Portfolio Publishing, Inc.); was incorporated under the laws of the State of
Delaware on January 10, 1989.
In January, 1994 the Company acquired 100% of the capital stock of Navigato A/S,
a development stage company located in Skive, Denmark which develops,
manufactures and markets GPS (satellite-based) fleet management systems. With
the acquisition of Navigato A/S in January, 1994, the Company ceased all
aspects of its former publishing business and focused its business
exclusively on fleet management.
On June 5, 1996, the Registrant acquired 100% of the issued and outstanding
stock of BusinessNet U.K. Limited (formerly, Dubesco U.K. Limited), a United
Kingdom corporation from Morten Skjelborg and affiliates. BusinessNet Europe was
subsequently established as a holding company 100% owned by the Registrant, and
Mr. Skjelborg became Chairman of the Registrant.
Recent Reorganization
During 1997, a financial reorganization of the Registrant's foreign subsidiaries
was required as a result of the failure of subsidiary Options Invest Danmark A/S
to obtain a required financial services license from the Government of Denmark.
As a result of this financial reorganization, the Registrant has discontinued
its European business operations effective September 30, 1997. The Registrant
at present has no administrative or operating control of any of the former
subsidiary operations, and accounted for the abandonment of these subsidiaries
during the year ended December 31, 1997.
Consequently, the business operations of the Registrant are presently limited to
its administrative operations, although it is currently reviewing its legal
options with respect to recouping a portion of its investment in BusinessNet
Europe, Ltd. No asset values remain as of this time.
On August 1, 1998 the Registrant changed its name to BusinessNet Holdings Corp.,
and undertook a reverse-split of its Common Stock on the basis of one new Share
for each fifty (50) issued and outstanding Shares.
The Registrant maintains executive and administrative offices at 1 Bannister's
Wharf, Newport, RI 02840. The telephone number is (401) 683-1570.
Future Business Operations
Management of the Registrant is presently undertaking to explore various
options to acquire and/or develop new business operations for the Registrant,
including mergers with or acquisitions of other business corporations.
EMPLOYEES
At December 31, 1998 the Company had no salaried employees.
3
Item 2 - Properties
The Company's principal office facility is located in leased premises at 1
Bannister's Wharf, Newport, RI, 02840, which is the office of the Registrant's
investment banking consultants, Newport Capital Partners. The office facility
is provided to the Registrant at a monthly rent of $500.00 on a month-to-month
basis.
The Registrant believes that this lease arrangement is adequate for the
immediately foreseeable business needs of the Registrant.
Item 3 - Legal Proceedings
The Registrant is at present not involved in any legal proceedings. It is not
anticipated that the Registrant will be involved in any legal proceedings in
which its former subsidiaries are involved in Denmark.
The Registrant does not believe that the legal actions in Denmark involving its
former subsidiaries will result in any additional material adverse impact to the
Company.
The Registrant is currently reviewing its legal options with respect to
recouping a portion of its investment in BusinessNet Europe, Ltd., and which
is at present a non-performing asset.
Item 4 - Submission of Matters to a Vote of Security Holders
On June 1, 1998 the Shareholders of the Registrant, acting on written consent in
lieu of an Annual Meeting in accordance with the laws of the State of Delaware,
authorized the change of name of the Registrant and the retention of Schuhalter,
Coughlin & Suozzo, CPA, as independent auditor for calendar year 1998.
4
<PAGE>
PART II
Item 5 - Market for Registrant's Common Equity and Related Stockholders
Matters
(a) The Company's Common Stock was listed on the OTC Bulletin Board Market
(Symbol: BNHC) for the four quarters of 1998 and 1997, respectively, as
reported by the National Quotation Bureau, Inc. and NASD. Prices for the
third and fourth quarters of 1998 reflect the one-for-fifty reverse split of
Common Stock:
HIGH LOW HIGH LOW
1997 BID PRICES ASK PRICES
January 1 - March 31 1 1/4 1 1 5/8 1 1/4
April 1 - June 30 7/16 1/4 1/2 3/8
July 1 - September 30 6 1/4 3 1/2 3 1/2 7 1/2
October 1 - December 31 5 1 1/2 5 1/2 1 3/4
HIGH LOW HIGH LOW
1998 BID PRICES ASK PRICES
January 1 - March 31 1 1/4 1 2 1/2 1 1/8
April 1 - June 30 5 1 1/4 7 1/2 1 1/8
July 1 - September 30 1 1/4 1/2 1 1/2 3/4
October 1 - December 31 3 3/4 2 1/4 2 1/4 4
Sales prices do not include commissions or other adjustments to the selling
price.
(b) Holders- As of May 11, 1999 there were 95 stockholders of record of the
Company's Common Stock. Based upon information from nominee holders, the Company
believes that the number of beneficial holders of its Common Stock exceeds 220.
(c) Dividends - The Company has not paid or declared any dividends upon its
common stock and it intends for the foreseeable future to retain any earnings
to support the growth of its business. Any payment of cash dividends in the
future, as determined at the discretion of the Board of Directors, will be
dependent upon the Company's earnings and financial condition, capital
requirements, and other factors deemed relevant.
(d) Warrants and Options- In addition to the Company's aforesaid outstanding
Common Stock, there are, as of May 11, 1999, issued and outstanding Common Stock
Purchase Warrants and Options which are exercisable at the price-per-share
indicated, and which expire on the date indicated, as follows:
Description Number Exercise Price Expiration
Class "A" Warrants 100,000 $ .50 12/31/02
Class "B" Warrants 500,000 $5.00 12/31/03
5
Item 6 - Management's Discussion and Analysis of Financial Condition and
Results and Plan of Operations
RESULTS OF OPERATIONS
Twelve Months Ended December, 1998 vs. December 1997
As a result of the reorganization undertaken by the Registrant on September 30,
1997, at which time it discontinued its former subsidiary operations, the
financial results of the former subsidiaries are no longer reported by the
Registrant and therefore year-to-year comparisons are not meaningful. The
Registrant did not conduct any business operations in 1998 apart from the
administrative functions, and did not receive any dividends or other revenue in
1998.
Twelve Months Ended December, 1997 vs. December 1996
As a result of the reorganization undertaken by the Registrant on September 30,
1997, at which time it discontinued its former subsidiary operations, the
financial results of the former subsidiaries are no longer reported by the
Registrant and therefore year-to-year comparisons are not meaningful. The
Registrant undertook a quasi-reorganization in accordance with applicable FASB
standards on December 31, 1997, and has written off its investment in its former
operating subsidiaries.
Plan of Operations
The Company has raised its present working capital from private equity
transactions and has formed a subsidiary, Omnicast Corporation (in May of 1999)
for the purpose of acquiring entertainment rights to market media productions
and media related products. The Company, through its subsidiary, also has
opened its website, www.Omnicast.com. As a holding company, the Company
believes it can maintain sufficient capital to fund the projects of its
subsidiary during the next twelve months.
EFFECT OF INFLATION ON OPERATION
The Registrant is at present undertaking no business operations and therefore is
not subject to the potential effects of inflation.
SEASONALITY
The Registrant is at present undertaking no business operations and therefore is
not subject to seasonal fluctuations.
CAPITAL RESOURCES AND LIQUIDITY
During the year ended December 31, 1997, the Company discontinued the operations
of its foreign operating subsidiaries. As of December 31, 1998, the Company had
a working capital surplus of $110,125.
The Company had no material financial commitments at December 31, 1998. The
Company expects that it will develop and/or acquire new business operations in
the future, and that it will finance its capital requirements in the future
through equity offerings, cash generated from acquired operations and borrowings
from possible new credit facilities.
Based upon the financial condition at December 31, 1998 and the present lack of
business operations or financial commitments, management believes that the
Registrant's financial condition is adequate for the foreseeable future.
There can be no future assurance, that the Registrant's future business
operations will generate sufficient cash flow from operations or that future
working capital borrowings will be available in sufficient amounts and required
time frames to accomplish all of the Registrant's potential future operating
requirements.
6
DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS
The disclosures included in this Form 10-KSB, incorporated documents included by
reference herein and therein, contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements are
identified by words such as "expects", "very satisfactory", "confident" and
words of similar import. Forward-looking statements are inherently subject to
risks and uncertainties, many of which cannot be predicted with accuracy and
some of which might not even be anticipated. Future events and actual results,
financial and otherwise, may differ materially from the results discussed in
the forward-loking statements. Factors that might cause such a difference
include, but are not limited to, those discussed in this Form 10-KSB and
other matters detailed from time-to-time in the Company's Securities and
Exchange filings, including the Company's periodic filings on Form 10-QSB and
Form 10-KSB.
7
<PAGE>
PART IV
ITEM 7. Financial Statement and Supplementary Data
(a) The following documents are filed as part of this report:
a. Consolidated Financial Statements of the Registrant, BusinessNet
International, Inc.
Page
Report of Independent Auditors' F-1
Report of Independent Accountants' F-2
Consolidated Balance Sheet of BusinessNet International,
Inc. as of December 31, 1998 F-3
Consolidated Statements of Operations of BusinessNet
International, Inc. for the years ended
December 31, 1998 and 1997 (Unaudited) F-4
Consolidated Statements of Changes in Stockholders
Equity of BusinessNet International, Inc. for the
period from January 1, 1997 to December 31, 1998 F-5
Consolidated Statements of Cash Flows of BusinessNet
International, Inc. for the years ended
December 31, 1998 and 1997 (Unaudited) F-6
Notes to the Financial Statements of BusinessNet
International, Inc. F-7 to F-20
b. Interim Financial Statements
Not Applicable
c. Financial Statements of Business Acquired
and to be Acquired
8
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
BusinessNet Holdings Corp. (formerly BusinessNet International, Inc.)
We have audited the accompanying balance sheet of BusinessNet Holdings Corp.
(formerly BusinessNet International, Inc.) as of December 31, 1998 and the
related statements of operations, stockholders' equity and cash flows for the
period from December 31, 1997 (date of reorganization) to December 31, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BusinessNet Holdings
Corp. (formerly BusinessNet International, Inc.) at December 31, 1998, and
the results of its operations and its cash flows for the period from December
31, 1997 (date of reorganization) to December 31, 1998, in conformity with
generally accepted accounting principles.
The financial statements for the year ended December 31, 1997 were compiled by
us, and our report thereon, dated April 30, 1999, stated that we did not audit
or review those financial statements and, accordingly, expressed no opinion or
any other form of assurance on them.
/s/Schuhalter, Coughlin & Suozzo, LLC
SCHUHALTER, COUGHLIN & SUOZZO, LLC
Raritan, New Jersey
August 31, 1999
F-1
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Stockholders
of BusinessNet Holdings Corp. (formerly BusinessNet International, Inc.)
We have compiled the accompanying consolidated balance sheet of BusinessNet
Holdings Corp. and Subsidiaries as of December 31, 1997, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the year then ended, in the accompanying index to the financial
statements (Item 7.), in accordance with Statements on Standards for Accounting
and Review Services issued by the American Institute of Certified Public
Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying 1997 financial statements and, accordingly, do not
express an opinion or any other form of assurance on them.
In the prior years financial statement footnotes concerning contingencies,
management had anticipated the approval by Danish authorities to continue to
operate its financial services subsidiaries in Denmark as the companies became
subject to the control of a regulatory body for the first time. The financial
services subsidiaries did not obtain this approval and as such the European
subsidiaries of the Company become insolvent.
The financial statements for the year ended December 31, 1996, were audited by
us and Mazars Danmark, and we expressed an unqualified opinion in our report
dated April 9, 1997, but we have not performed any auditing procedures since
that date.
/s/Schuhalter, Coughlin & Suozzo, LLC
SCHUHALTER, COUGHLIN & SUOZZO, LLC
Raritan, New Jersey
April 30, 1999
F-2
BUSINESSNET HOLDINGS CORP.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998
Assets
Current Assets
Cash and equivalents $ 135,500
Total Current Assets 135,500
Total Assets $ 135,500
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses $ 25,375
Total Current Liabilities 25,375
Stockholders' Equity
Common stock, par value $.01 per share, authorized
50,000,000 shares, issued and outstanding
776,482 shares at December 31, 1998 7,765
Preferred stock, authorized 1,000,000 shares,
par value $5.00 no shares issued -
Additional paid in capital 202,507
Retained deficit subsequent to reorganization (12-31-97) (100,147)
Total Stockholders' Deficit 110,125
Total Liabilities and Stockholders' Equity $135,500
The accompanying notes are an integral part of these financial statements.
F-3
BUSINESSNET HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
For The
Year Ended
December 31,
1997 1998
(Unaudited)
Commissions and Fees $12,361,171 $ -
Interest and dividends 15,768 -
Other Revenue 327,145 -
Total Revenue 12,704,084 -
Operating Expenses
Direct Operating Expenses 1,584,214 -
Selling and administrative expenses 6,139,094 5,147
Research and development 235,968 -
Depreciation expenses 131,473 -
Stock-based compensation - 95,000
Total Operating Expenses 8,090,752 100,147
Income (loss) from operations 4,613,332 (100,147)
Other Income (Expense)
(Loss) on principal trading (2,810,316) -
(Loss) from unconsolidating investees (344,414) -
Interest expense (81,085) -
Total Other Income (Expenses) (3,235,815) -
Loss from discontinued operations of European
subsidiaries (2,045,905) -
(Loss) before taxes (668,388) (100,147)
Benefit from (provision for) taxes - -
Net (Loss) $ (668,388) $ (100,147)
(Loss) per share $ (2.112) $ (.295)
Weighted average shares outstanding 316,482 338,982
The accompanying notes are an integral part of these financial statements.
F-4
BUSINESSNET INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JANUARY 1, 1997
THROUGH DECEMBER 31, 1998
Additional
Common Stock
Paid In
Shares Amount Capital
Balance, January 1, 1997 15,824,010 $ 158,240 $3,051,322
Reduction of deferred tax
assets acquired in merger
(unaudited) - - (387,707)
Net loss for the year (unaudited) - - -
Net cumulative translation
adjustment for the year (unaudited) - - -
Equity adjustment for the abandonment
of subsidiaries (unaudited) - - 52,809
Reorganization due to abandoned
subsidiaries charged to additional
paid in capital (unaudited) - - (2,894,402)
Balance, December 31, 1997 (unaudited) 15,824,010 158,240 (177,968)
Reverse split of 1 share for every
50 shares held (15,507,528) (155,075) 155,075
Issuance of shares @ $.50 per share 270,000 2,700 132,300
Issuance of shares for services 190,000 1,900 93,100
Net loss for the year - - -
Balance, December 31, 1998 776,482 $ 7,765 $ 202,507
The accompanying notes are an integral part of these financial
statements.
Cumulative
Treasury Stock Translation Retained
Shares Amount Adjustment Deficit Total
500,000 $ (5,000) $ (3,283) $(2,226,014) $ 975,275
- - - - (387,707)
- - - (668,388) (668,388)
- - (82,202) - (82,202)
(500,000) 5,000 85,485 - 143,294
- - - 2,894,402 -
- - - - (19,728)
- - - - -
- - - - 135,000
- - - - 95,000
- - - (100,147) (100,147)
$ 0 $ 0 $ 0 $ (100,147) $ 110,125
F-5
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended
December 31,
1997 1998
OPERATING ACTIVITIES (Unaudited)
Cash Flows provided by Operating Activities:
Net (Loss) - $ (100,147)
Adjustments to reconcile net loss to cash
provided by operating activities:
Expense paid by issuance of common stock - 95,000
Increase in accounts payable and accrued
expenses - 4,500
- (647)
DISCONTINUED OPERATING ACTIVITIES
Cash Flows Provided by Operating Activities:
Net (loss) income $1,377,517 -
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and amortization 131,473 -
Loss from unconsolidated investees 344,414 -
(Increase) decrease in securities purchased (301,605) -
(Increase) in accounts receivable (1,206,366) -
Decrease in other receivables 124,635 -
Decrease in prepaid expenses 14,011 -
Increase in accounts payable and accrued
expenses 2,047,811 -
(Decrease) increase in taxes payable 359,358 -
Increase in security deposits (16,268) -
(Decrease) increase in other liabilities 14,707 -
(Decrease) increase in due to customers (1,376,245) -
(Decrease) increase in securities sold and
not yet purchased (185,712) -
Decrease in other assets 6,506 -
Decrease in deferred taxes (249,593) -
Net cash provided by operating
activities 1,084,643 -
INVESTING ACTIVITIES
Cash Flows Used In Investment Activities:
Acquisition of fixed assets (138,107) -
Payment for purchase of investee (260,041) -
Investment in collectibles (26,122) -
Abandonment of subsidiaries (1,117,315) -
Net cash used in investing activities (1,541,585) -
FINANCING ACTIVITIES
Cash Flows Used In Financing Activities:
Proceeds for the issuance of common stock - 135,500
Proceeds from loan payable 36,684 -
Repayment of loans payable (105,035) -
Advances to related parties (150,301) -
Net cash used in financing activities (218,652) 135,500
Effect of Exchange Rate Changes on Cash (10,303) -
Net increase (decrease) in cash and cash equivalents(685,897) 134,853
Cash and cash equivalents, beginning of year 686,544 647
Cash and cash equivalents, end of year $ 647 $ 135,500
The accompanying notes are an integral part of these financial statements.
F-6
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited for the year ended December 31, 1997)
NOTE 1 - RECENT REORGANIZATION
During 1997, a financial reorganization of the Company's foreign
subsidiaries was required as a result of the failure of subsidiary Options
Invest Danmark A/S to obtain a required financial services license from
the Government of Denmark. As a result of this financial reorganization,
the Company has discontinued its European business operations effective
June 30, 1997. The Company at present has no administrative or operating
control of any of the former subsidiary operations, and accounted for the
abandonment of these subsidiaries during the year ended December 31, 1997.
Consequently, the business operations of the Company are presently limited
to its administrative operations, although it is currently reviewing its
legal options with respect to recouping a portion of its investment in
BusinessNet Europe, Ltd. No asset values of the Company's foreign
subsidiaries remain as of this time.
NOTE 2 - NATURE OF BUSINESS
BusinessNet Holdings Corp. (formerly BusinessNet International, Inc. and
Navigato International, Inc.) (the "Company") was originally incorporated
under the laws of the State of Delaware on January 10, 1989 as Portfolio
Publishing, Inc.
After the completion of its public offering in February, 1990 as Portfolio
Promotions, the company went through management and operational changes
and on January 31, 1994 completed a reverse acquisition discussed in Note
3.
On January 31, 1994, the Company acquired 100% of the outstanding stock of
Navigato A/S, a Danish company which had concluded the development of its
first product line, a complete system for fleet management, including on-
board computer, satellite communication equipment and software for the
base station. Navigato A/S has also signed agreements that give Navigato
A/S the exclusive right to market a number of products within its business
area in Denmark.
The first period of financial reporting as an operating company was the
fourth quarter 1994 as the company had its first significant sale to a
South African customer in the Navigato A/S subsidiary which is now
reported as a component of the discontinued technological segment.
Preceding that period the Company had been in the development stage.
On August 1, 1998 the Registrant changed its name to BusinessNet Holdings
Corp., and undertook a reverse-split of its Common Stock on the basis of
one new Share for each fifty (50) issued and outstanding Shares.
BusinessNet U.K., LTD was acquired by the Company on June 4, 1996 by the
issuance of 9,000,000 shares of common stock, $.01 par value, in exchange
for all of the outstanding capital stock of BusinessNet U.K., LTD The
business combination has been accounted for as a pooling of interests
pursuant to APB16, and, accordingly, the consolidated financial statements
include the combined results of operations for 1996 and historical equity
from the date BusinessNet U.K. commenced operations (January 10, 1992).
F-7
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited for the year ended December 31, 1997)
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation (December 31, 1997 - Unaudited)
The accompanying consolidated income statement for the year ended December
31, 1997 and the related statements of cash flows and stockholders' equity
for the year then ended is unaudited. In the opinion of the Company's
management these reflect all adjustments necessary for a fair presentation
of the results for the unaudited period. Specifically, insufficient
information was available for certain accounting records of the
discontinued subsidiaries to be audited, which provided a scope limitation
beyond the control of management, and the Company's independent accountant
informed the Company that the compiled financial statements for December
31, 1997 was the highest level of service that they could provide under
the circumstances. The Company believes the December 31, 1997 financial
statements satisfy the filing requirements, under these circumstances, in
reliance upon Exchange Act Rule 12B-21 as they represent the best and most
current financial information that the Company has at this time.
As a result of the abandonment of the foreign subsidiaries in 1997, the
Company accounted for the December 31, 1997 equity adjustments as a quasi-
reorganization as of that date.
Acquisition of Navigato A/S and 1994 Recapitalization
On January 31, 1994 the company entered into an agreement to acquire 100%
of the issued and outstanding capital stock of Navigato A/S.
For accounting purposes the acquisition has been treated as an acquisition
of Navigato International, Inc. by Navigato A/S and as a recapitalization
of Navigato A/S. The historical financial statements prior to January 31,
1994 were those of Navigato A/S which commenced operations November 1,
1993.
F-8
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited for the year ended December 31, 1997)
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)
Restatement and Reclassification of Financial Statement Presentation
Due to the recapitalization, historical stockholders' equity of the
acquirer (Navigato A/S) prior to the 1994 merger is retroactively restated
for the equivalent number of shares received in the merger after giving
effect to any difference in par value of the issuer's and acquirer's stock
with an offset to paid-in capital. Retained deficit of the acquirer has
been carried forward after the acquisition. Due to the 1996 acquisition
discussed in Note 2, and 1996 consolidated financial statements have been
retroactively restated to include the results of BusinessNet U.K. for all
periods presented.
Principles of Consolidation
The accompanying consolidated statements of income as of December 31, 1997
includes the accounts of the Company and the following subsidiaries
including their results of operations, including discontinued operations,
for all periods presented:
BusinessNet Danmark A/S
Navigato A/S
Options Invest Danmark A/S
Stock Options A/S
BusinessNet Holding A/S
Kilroy Kilroy APS
Stock Options Sweden AB
Dubesco Broker A/S
BusinessNet HOLDINGS CORP.
The balance sheet at December 31, 1998 and the statements of income and
cash flows for the year then ended includes only the accounts of
BusinessNet Holdings Corp. (formerly BusinessNet International, Inc.) (See
also Note - 1 Recent Reorganization)
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statement and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these
estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, cash equivalents include time
deposits, certificates of deposit, and all highly liquid debt instruments
with original maturities of three months or less.
F-9
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited for the year ended December 31, 1997)
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)
Property and Equipment
Property and equipment are recorded at cost. Depreciation is provided on
the straight-line method over the estimated useful life of the asset.
Concentration of Credit Risk and Economic Dependence
The Company was dependent on its prior chairman and major shareholder who
has personally guaranteed substantial amounts of the Company's debt with
the bank through December 31, 1996. Additionally, at December 31, 1996
the Company has a material receivable from this shareholder.
Product Warranties
The Company had provided customers with a limited one year warranty
covering service costs only in the Fleet Information (Navigato) Division.
The Company has had only limited sales in its history. No liability had
been recognized in the accompanying financial statements through December
31, 1997 as no additional expenses relating to sales during this period
are anticipated. Warranty expenses was nominal during the period
presented. As a result of the abandonment of those subsidiaries, no
obligations remain as of December 31, 1997.
Equity Method and Investments in unconsolidated entities
The company had participating interests in the ownership of non-public
entities with no established market value. As these represent than 50%
interests they are treated as unconsolidated investees. Investments in
entities using the Equity Method, in which revenue and expense details are
not available and which the Company had no equity in undistributed
earnings included in retained deficit as of December 31, 1996, totaled
$170,508 as follows:
Limited
of Percentage Partners'
Limited Owner- Ending Capital
Selskab Partnership Ship Capital @12/31/96
I/S Nordic Airleasing Kobenhavn 25.0% 402.834 67,789
K/S Nordic Shipping Kobenhavn 1.1% 72.036 12,122
Rederiet af 9/12 K/S Kobenhavn 7.7% 538.370 90,597
1,013,240 170,508
F-10
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited for the year ended December 31, 1997)
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)
Equity Method and Investments in unconsolidated entities - (Continued)
Included in loss from unconsolidated investees for the above limited
partnership were $170,508 for 1997. This investment was held in the
European subsidiaries and, as such, at December 31, 1997 the Company holds
no interest in these partnerships.
The Company, through its foreign subsidiaries had a 16% interest in a
limited liability company which was primarily involved in the manufacture
and distribution of diet pills. The company had no accumulated equity in
the undistributed earnings of the limited liability company included in
Retained Deficit.
The balance of this investment, $85,959 was written off in 1997 in
connection with the abandonment of the European subsidiaries.
Earnings Per Share
Earnings per share are based on the weighted average shares outstanding
for all periods presented giving retroactive recognition for reverse stock
split of 1 share for each 50 shares held on August 1, 1998.
For the Year Ended
December 31,
1998 1997
Schedule of Non Cash Investing
and Financing Activities:
190,000 share issued in 1998 for services $ 95,000 $ -
F-11
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited for the year ended December 31, 1997)
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)
Foreign Currency and Operations
The financial statements and transactions of Navigato A/S are maintained
in their functional currency (Danish Krona) and translated into U.S.
dollars in accordance with Statement of Financial Accounting Standards No.
52. All balance sheet accounts were translated at the current exchange
rate excluding equity which is translated at historical rates. Income
statement items are translated at the average exchange rate for the
applicable period. Any translation adjustments are accumulated in a
separate component of stockholders equity.
At December 31, 1997 the cumulative translation adjustment was as follows:
Balance January 1, 1995 as previously reported $ (5,470)
Increase due to acquisition accounted for as a
pooling of interest (55,640)
Balance January 1, 1995 as restated (61,380)
Translation adjustment - historical value of equity (89,602)
Current years (1995) translation adjustment from
functional currency DKK 277,488
Other translation adjustments including fixed
assets and effect on depreciation (44,551)
Balance December 31, 1995 81,954
Translation adjustment - historical value of equity 19,846
Current years (1996) translation from functional
currency DKK (95,537)
Other translation adjustments including fixed
assets and effect on depreciation (9,546)
Balance December 31, 1996 (3,283)
Current years (1997) transactions from
functional currency DKK (82,202)
Effect of abandonment of subsidiaries 85,485
Balance at December 31, 1997 $ 0
F-12
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited for the year ended December 31, 1997)
NOTE 4 - CAPITAL STOCK
Common Stock
In connection with the acquisition and recapitalization of Navigato A/S
discussed in Note 3, the Company issued 3,400,000 shares of stock to
acquire all of the outstanding shares of Navigato A/S.
On May 14, 1993, the Company effected a reverse split of its common stock
on a one share for five share basis, increased its authorized shares of
common stock from 10,000,000 shares to 15,000,000 shares and changed the
par value of each share of common stock from $.001 to $.01. The number of
shares issued and outstanding shares were reduced from 4,458,800 shares to
891,760 shares.
In January, 1994 the company completed a Regulation S offering of
1,200,000 shares which generated gross proceeds of $1,200,000. Direct
offering costs of $87,328 were incurred bringing net proceeds to the
company of $1,112,672. Additionally 50,000 shares, valued at $1.00 per
share were granted to a market maker which assisted in this transaction
pursuant to Rule 701 and a like amount was charged to additional paid in
capital.
On March 31, 1995 the Company completed an additional Regulation S
offering of 500,000 shares, each sold for $1.125 per share. This
generated net proceeds of $562,500 to the Company. Additionally 150,000
shares, valued at $1.125 per share were granted to professionals which
assisted in this transaction pursuant to Rule 701 and a like amount was
charged to additional paid in capital.
In the quarter ending June 30, 1996, the Company issued 22,250 shares for
services which were valued at $15,300.
On June 6, 1996, 9,000,000 shares were issued to the Company's chairman in
connection with the acquisition discussed in Note 2, and the opening
consolidated equity has been recorded at the historical values of the
respective companies as the acquisition has been accounted for as a
pooling of interests pursuant to APB16.
In August 1998, the Company effected a 1 for 50 reverse split of shares of
its common stock.
In November 1998 the Company issued 270,000 shares of its common stock at
$.50 per share including 50,000 shares pursuant to a warrant plan, in
private transactions, generating $135,500 proceeds to the Company.
In December 1998, the Company issued 190,000 shares valued at $95,000 to
the acting president.
Treasury Stock
Shares on hand for the period preceding the acquisition held by the
acquired company were valued at cost and recorded as treasury stock
pursuant to the pooling of interest treatment. These shares were held by
a foreign subsidiary which the Company has abandoned and therefore no
treasury stock is on hand after December 31, 1997.
F-13
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited for the year ended December 31, 1997)
NOTE 4 - CAPITAL STOCK - (Continued)
Additional Paid in Capital
Additional paid in capital has been restated to record the opening balance
at historical values of the respective companies as well as to include an
increase for deferred tax assets expected to be realized as a result of
the business combination.
Incentive stock option plan
On October 1, 1994 the Company adopted a stock option plan for employees,
directors, consultants and advisors, which provide for the issuance of up
to 500,000 shares of common stock. The Board of Directors authorized the
issuance of up to 150,000 shares on October 14, 1994 based upon certain
performance goals. No options have been granted under this plan as of
December 31, 1998.
Preferred Stock
The certificate of incorporation of the Company authorizes its board of
directors to issue for value 1,000,000 shares of preferred stock, $5 par
value. Preferred stock may be issued in series with such designations,
relative rights, preferences and limitations as may be fixed from time to
time by the board of directors of the Company. None of these shares have
ever been issued and there are no shares of preferred stock outstanding.
Reserved Shares
During 1998, the Company issued warrants (the "A" warrants) to purchase
150,000 at $.50 per share through December 31, 2002 of which 50,000 were
exercised in November 1998. 100,000 warrants remained unexercised as of
December 31, 1998.
During 1998 the Company issued warrants (the "B" warrants) to purchase
500,000 shares at $5.00 per share, which expire December 31, 2003. None
of these warrants have been exercised.
NOTE 5 - TRANSACTIONS WITH RELATED PARTIES
Prior to the merger in 1996 the Company kept funds with a company owned by
the director and current chairman, who from time to time assisted the
company with its efforts in capital markets. This director was considered
an affiliate and is now the chairman of the Company.
The Company also rented offices from a company owned by the chairman and
included in rent expense for 1996 is approximately $33,000 paid to the
chairman and or his company.
Prior to the acquisition discussed in Note 2, "S" registrations described
in Note 4 were fully subscribed by the company controlled by the current
chairman.
At December 31, 1996 accounts receivable - officer includes $1,052,976 of
non-interest bearing advances to the chairman which were expected to be
repaid in 1997. This receivable was an asset of the abandoned foreign
subsidiaries and as of December 31, 1997 no amounts are recorded due to
the US parent. If these amounts were collected, it is expected they would
be used to satisfy obligations of the abandoned subsidiaries.
F-14
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited for the year ended December 31, 1997)
NOTE 5 - TRANSACTIONS WITH RELATED PARTIES - (Continued)
Loan receivable officer represented advances to the president of the fleet
management subsidiary, and bore an interest rate of 6% and was originally
scheduled to be repaid February 1, 1997 and was extended for one year.
This receivable was an asset of the abandoned foreign subsidiaries and as
of December 31, 1997 no amounts are recorded due to the US parent. If
these amounts were collected, it is expected they would be used to satisfy
obligations of the abandoned subsidiaries. No value remains in the
current balance sheet.
Included in interest income for 1996 was $6,391 from related parties.
During 1997 and 1998 the Company paid $5,000 and $95,000 for rental and
administrative fees to the acting president. The 1998 fees were paid by
the issuance off 190,000 shares of common stock.
NOTE 6 - PROPERTY AND EQUIPMENT
The Company generally estimated useful lives of 3-5 years on plant and
machinery, 10 years on leasehold improvements and 50 years for buildings.
As a result of the abandonment of the foreign subsidiaries, the Company
has no fixed assets as of December 31, 1997.
NOTE 7 - LEASES
The Company leased premises in Denmark and equipment under operating
leases that expired through 1998 and the year 2000 with monthly rentals of
approximately $37,800 for premises and $13,000 for office equipment. As
a result of the abandonment of the foreign subsidiaries, the Company has
no lease commitments with an expiration date of more than one year from
the balance sheet date.
Rent expense for total operating leases for 1997 was approximately $94,000
for premises, and $37,000 for equipment under operating lease.
In 1997 and 1998 $5,000 per year was paid to the acting president for a
month to month sublease of administrative offices.
F-15
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited for the year ended December 31, 1997)
NOTE 8 - COMMITMENTS AND CONTINGENCIES
The Company's financial services companies primarily operated in Denmark
and as such have not been subject to the control of a regulatory body. In
December 1995, the Danish authorities announced it would put into place
such controls by June of 1997, including certain criteria for having the
authority to perform many of the revenue producing activities the Company
had performed and the requirement to maintain minimum levels of capital.
The Company had applied for this approval and anticipated receiving the
same by the required date. The Company did not anticipate it would be
unable to obtain this approval. In accordance with Danish law, salaried
employees are entitled to three months notice of termination after six
months of employment with the terms of notice increasing one month for
each three years of employment. The prior years financial statements did
not include any liabilities for such obligations as the Company had not
prematurely terminated any current employees. On July 2, 1997 the Company
was informed that in fact it did not receive such approval, which rendered
substantially all of the Company's operating subsidiaries in Europe
insolvent, including a substantial liability for premature termination.
As such, the Company has abandoned these subsidiaries, as discussed in
Note 1, and the Company has been informed by counsel that liabilities in
excess of the subsidiaries assets cannot be passed through to the parent
of the present company under US law and the laws of Delaware, and as such
the Company has accounted for the abandonment of these subsidiaries and
the reorganization of the parent company.
F-16
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited for the year ended December 31, 1997)
NOTE 9 - INCOME TAXES
The provision for income taxes consists of the following:
1997 1998
Current
Federal........................... $ - $ -
Foreign (UK)...................... - -
Deferred:
Federal........................... - -
Foreign (UK)...................... - -
Benefit from (Provision for) taxes. $ - $ -
The differences between the provision for income taxes and income taxes
computed using the U.K. income tax rate were as follows:
1997 1998
Amount computed using the statutory rate..... $ - $ -
(Increase) reduction in taxes resulting from:
Foreign income.................. - -
Other........................... - -
Benefit from (Provision for) income taxes $ - $ -
The domestic and foreign components of income before taxes were as follows:
1997 1998
Domestic............................... $ (20,375) $ 100,147
Foreign................................ (648,013) -
Total (loss) before income taxes $(668,388) $ 100,147
F-17
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited for the year ended December 31, 1997)
NOTE 9 - INCOME TAXES - (Continued)
The Company has available operating loss carryforwards, which
may be used to reduce U.S. Federal corporate income tax
liabilities in future years as follows:
Available Through Federal-USA
2005 $ 105,896
2006 14,003
2007 22,420
2008 333,793
2009 112,222
2010 260,183
2011 20,375
2012 100,147
$ 969,039
Deferred taxes consist of the following at December 31, 1998:
Federal-USA
Total deferred tax assets $ 329,400
Less: Valuation allowance (329,400)
Net deferred tax assets $ 0
Deferred tax assets are attributable to available net
operating loss carryforwards. In connection with the
acquisition discussed in Note 2, the Company recorded $707,300
as a deferred tax asset with a corresponding increase to
additional paid in capital, which represents those amounts it
expects to realize in the form of total benefits from loss
carryforwards subsequent to the merger. During 1996, a
$77,800 reduction in the current benefit was recorded as a
charge to additional paid in capital. During 1997, due to the
abandonment of the foreign subsidiaries, the Company reversed
all deferred tax assets and only retained the USA net
operating losses.
NOTE 10 - FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with the requirements of SFAS 107, Disclosure
about Fair Value of Financial Instruments, the following fair
values estimates and information about valuation methodologies
are presented. For all financial instruments not described
below, fair value approximates book value.
Cash and equivalents: The carrying amount approximates fair
value because of the short period to maturity.
F-18
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited for the year ended December 31, 1997)
NOTE 11 - SEGMENT INFORMATION OF DISCONTINUED SUBSIDIARIES - 1997
(Unaudited)
The Company operated principally in two industries, financial services and
technological services for the Internet and transportation industries and
other. Operations in the financial service involve assistance to
customers trading options and investment advise for fees and commissions.
Operations in the technological divisions include Internet products
including Internet access tools, website architecture and transportation
monitoring equipment. Total revenue by industry includes both sales to
unaffiliated customers, as reported in the Company's consolidated income
statement
Operating profit is total revenue less operating expenses. In computing
operating profit, none of the following items has been added to expenses,
interest expense, income taxes or extraordinary gain.
To reconcile industry information with consolidated amounts, the following
eliminations have been made:
Intercompany charge for Internet fees $ 119,789
Adjustments
Financial Technological &
Services Services Eliminations Consolidated
Revenue from
unaffiliated
customers $12,376,939 $ 327,145 $ - $12,704,084
Intersegment Revenue - 119,789 (119,789) -
Total Revenue $12,376,939 $ 446,934 $ (119,789) $12,704,084
Operating profit $ 3,546,401 $(1,039,175) $ 32,082 $ 2,539,308
Loss from unconsolidated investees (344,414)
General corporate expenses (736,292)
Interest expense (81,085)
Income from continuing
operations before income
taxes 1,377,517
Loss from discontinued operations
of European subsidiaries (2,045,905)
Net loss before income taxes $ (668,388)
F-19
BUSINESSNET HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited for the year ended December 31, 1997)
NOTE 12 - YEAR 2000 ISSUES
Many computer systems and software programs, including several
used by the Company may require modification and conversion to
allow date code fields to accept dates beginning with the year
2000. Major system failures or erroneous calculations can
result if computer system failures are not year 2000
compliant.
The Company is in the process of evaluating the computer
systems they now have in use and does not anticipate a major
undertaking to be compliant.
All costs associated with year 2000 compliance that have been
incurred by the Company have been expensed and have not been
capitalized. The overall cost to the Company of modifications
and conversion for year 2000 compliance with relation to the
financial statements taken as a whole is not material. The
Company is advised by a substantial majority of its vendors of
computer products upgraded to be year 2000 compliant, or will
not be affected by the year 2000 problem. The Company's
business could be materially adversely affected if the
Company's computer-based systems are not year 2000 compliant
in a timely manner, the Company incurs significant additional
expenses pursuing year 2000 compliance, the Company's vendors
do not timely provide year 2000 compliant products, or the
Company is subject to warranty or other claims by the
Company's clients related to product failures caused by the
year 2000 problem.
NOTE 13 - SUBSEQUENT EVENTS
In May, 1999 the Company formed its wholly owned subsidiary,
Omnicast Corporation.
In July, 1999 the Company issued a common stock dividend,
which granted one share of common stock to each holder of the
Company's then 917,492 shares outstanding, increasing the
shares outstanding on July 31, 1999 to 1,834,964. Per share
amounts have not been adjusted for this dividend.
F-20
Item 8 - Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
No disagreements exist with respect to accounting and/or financial disclosure.
PART III
Item 9 - Directors and Executive Officers of the Registrant
The Directors and Executive Officers of the Company as of December 31, 1998 were
as follows:
Name & Address
Age
Position
Rounsevelle W. Schaum
1 Bannisters Wharf
Newport, RI 02840
Kenneth Brown
1007 Bismark Street
Klamath Falls, OR 97601
50
60
Chairman
Secretary-
Treasurer and
Director
William J. Reilly
55 Memorial Blvd.
Newport, RI 02840
Morten Skjelborg
Flat 512 Butlers Wharf
36 Shad Thames
London SE1 2YE
United Kingdom
45
36
President, CEO
and Director
Former Chairman
of the Board
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and have qualified. Officers are
appointed to serve until the meeting of the Board of Directors following the
next annual meeting of stockholders and until their successors have been
elected and qualified.
9
<PAGE>
Item 10 - Executive Compensation
The following table sets forth all compensation awarded to, earned by, or paid
by the Company for services rendered in all capacities to the Company during
each of the fiscal years ended December 31, 1998 and 1997: (1) the
Registrant's Chief Executive Officer, and (2) each of the other executive
officers whose total salary and bonus for the fiscal year ended December 31,
1998 exceeded $100,000.
ANNUAL COMPENSATION
Name and position Year Salary
William Reilly, 1997 $ 5,000
Director and Former President 1998 $ 95,000
Rounseville W. Schaum, 1997 $ NONE
Chairman 1998 $ NONE
Item 11 - Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners - the following persons are
known to the Company to be the beneficial owners of more than 5% of the 776,482
shares of the Company's outstanding Common Stock as of December 31, 1999.
(b) Security Ownership of Management - the number and percentage of shares of
common stock of the Company owned of record and beneficially, by each officer
and director of the Company and by all officers and directors of the Company
as a group, is as follows as of December 31, 1999:
Name and Address of Position Amount and nature of Percent of
Owner Beneficial Ownership Class
Morten Skjelborg Former 179,999 (1) 23.2%
Flat 512, Butlers Chairman
Wharf Build of the
36 Shad Thames Board
London SE1 2YE
United Kingdom
William J. Reilly President 144,400 (1) (2) 18.6%
55 Memorial Blvd. and Chief
Newport, RI 02840 Operating
Officer,
Director
Serdani Management 45,760 5.9%
Ltd.
Euro-Canadian Centre
Marlborough St.
Massau, Bahamas
TOTAL OFFICERS & DIRECTORS
AS A GROUP: 324,399 41.8%
(1) Officer or Director
(2) Includes Shares held beneficially by family members individually or in trust
10
Item 12 - Certain Relationships and Related Transactions
For the fiscal year ended December 31, 1998 there have not been any material
transactions between the Company and any of its officers and/or directors,
except as set forth in its aforesaid Financial Statements for the year then
ended December 31, 1998, the contents of which commence on Page F1.
11
PART IV
Item 13 - Exhibits, Schedules and Reports on Form 8-K
Following is a list of exhibits filed as part of this Annual Report on Form 10-
KSB. Where so indicated by footnote, exhibits which were previously filed are
incorporated by reference.
Exhibit Number
Reference Description
(3a)*Articles of Incorporation, as amended
(3b)*By-laws, as amended
(4)*Specimen of Common Stock certificate
(101)*Agreement for purchase and sale of stock in connection with BusinessNet
International Inc. (formerly known as Navigato International Inc.) (Purchaser)
and BusinessNet U.K. Ltd., (formerly known as Dubesco U.K. Ltd.) dated June 4,
1996.
* The above mentioned items were previously filed and are hereby incorporated by
reference.
Reports on Form 8-K
NONE.
12
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BUSINESSNET HOLDINGS CORP.
August 31, 1999 by:/s/Rounsevelle W. Schaum
Rounsevelle W. Schaum
Chairman
August 31, 1999 by:/s/Kenneth Brown
Kenneth Brown
Secretary, Acting CFO
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
August 31, 1999 by:/s/Rounsevelle W. Schaum
Rounsevelle W. Schaum
Chairman Of The Board
August 31, 1999 by:/s/Kenneth Brown
Kenneth Brown
August 31, 1999 by:/s/Kenneth Brown
Kenneth Brown
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