SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
May 18, 2000
Date of Report
(Date of Earliest Event Reported)
CAM DESIGNS INC.
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(Exact name of registrant as specified in its charter)
Delaware 38-2655325
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
1-13886
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(Commission File Number)
4 Ash Way
Woolaston
Gloucestershire
GL15 6QA, England
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(Address of principal executive offices (zip code))
011-44-(0)20 7691 9533
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(Registrant's telephone number, including area code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to a Agreement and Plan of Reorganization by and between CAM
Designs Inc. and the shareholders of theNETdigest.com, Inc. dated May 18, 2000
(the "Agreement"), CAM Designs, Inc., a Delaware corporation ("CAM Designs" or
the "Company") acquired in an exchange of shares all of the capital stock of
theNETdigest.com, Inc., a privately held Internet publishing company based in
Fort Lauderdale, Florida ("NETdigest") from the shareholders of NETdigest.
Under the Agreement, CAM Designs is issuing 12,250,000 shares of its common
stock in exchange for each and every share of common stock of NETdigest. As a
consequence of this exchange of shares, NETdigest becomes a wholly-owned
subsidiary of CAM Designs.
Prior to the transaction, CAM Designs had 1,700,007 shares of common stock
issued and outstanding. Following the transaction, CAM Designs has 13,925,007
shares of common stock issued and outstanding. A copy of the Agreement is filed
as an exhibit to this Form 8-K and is incorporated in its entirety herein. The
foregoing description is modified by such reference.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration provided by the parties pursuant to the Agreement
was negotiated between CAM Designs and the former NETdigest shareholders. In
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evaluating the transaction, Cam Designs used criteria such as the value of the
assets of NETdigest, NETdigest's ability to compete in its markets and the
current and anticipated business operations of NETdigest. Former NETdigest
shareholders considered the value of CAM Design's status as a publicly reporting
company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements and Proforma Financial Information
(i) and (ii) As of the date of filing the Current Report on Form 8K,
it is impracticable for the Company to provide the financial statements and
proforma financial information required by this Item 7. In accordance with the
Item 7 (a) (4) of Form 8K, such financial statements and proforma financial
information will be filed by amendment to this Form 8K no later than 60 days
after the date hereof.
(b) The Exhibits to this Report are listed in the Exhibit Index set forth
below.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAM DESIGNS INC.
By: /s/ Geoffrey Taylor
---------------------------
Geoffrey Taylor
President
May 31, 2000
EXHIBIT INDEX
2.1 Agreement and Plan of Reorganization by and between CAM Designs Inc. and the
shareholders of theNETdigest.com, Inc. dated May 18, 2000.
2.2. Press Release dated May 23, 2000, announcing the Agreement and Plan of
Reorganization by and between CAM Designs Inc. and the shareholders of
theNETdigest.com, Inc. dated May 18, 2000.
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AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization, dated as of May 18, 2000 (the
"Agreement") between CAM Designs Inc., a Delaware corporation ("CAM"), and the
persons listed in EXHIBIT A hereof (collectively the "Shareholders"), being the
owners of record of all of the issued and outstanding capital stock of
TheNETdigest.com, Inc., a Florida corporation ("NETDIGEST"), is entered into as
of May 18, 2000.
RECITALS
A. TheNETdigest.com, Inc., a Florida corporation ("NETDIGEST"), is a recently
formed corporation engaged in the development and commercialization of Internet
businesses within the health care industry.
B. The Shareholders own all of the 12,250,000 issued and outstanding shares of
Common Stock, par value $0.001 of NETDIGEST giving effect to the private
placement of NETDIGEST Common Stock contemplated by NETDIGEST (the "NETDIGEST
Stock").
C. The Shareholders have agreed to sell to CAM, and CAM has agreed to purchase,
the NETDIGEST Stock from the Shareholders in exchange for shares of CAM common
stock, pursuant to the terms and conditions set forth in this Agreement.
D. The Shareholders and CAM intend that the share exchange transaction
contemplated by this Agreement qualify as a reorganization within the meaning of
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
In consideration of the mutual representations, warranties, covenants and
agreements contained in this Agreement, the parties agree as follows:
1. EXCHANGE OF STOCK
(a) The Shareholders agree to transfer to CAM, and CAM agrees to purchase from
the Shareholders, all of the Shareholders' rights, title and interest in the
NETDIGEST Stock, representing 100% of the issued and outstanding capital stock
of NETDIGEST, free and clear of all mortgages, liens, pledges, security
interests, restrictions, encumbrances, or adverse claims of any nature.
(b) At the Closing (as defined in Section 2 below), upon surrender by the
Shareholders of the certificates evidencing the NETDIGEST Stock duly endorsed
for transfer to CAM or accompanied by stock powers executed in blank by the
Shareholders, CAM will cause 12,250,000 shares of the common voting stock, par
value $0.001 of CAM (the "CAM Stock") to
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be issued to the Shareholders, in full satisfaction of any right or interest
which each Shareholder held in the NETDIGEST Stock.
(c) The CAM Stock will be issued to the Shareholders on a one-for-one basis in
accordance with their ownership interest in the NETDIGEST Stock, as set forth on
EXHIBIT A. As a result of the exchange of the NETDIGEST Stock in exchange for
the CAM Stock, NETDIGEST will become a wholly-owned subsidiary of CAM.
2. CLOSING.
(a) The parties to this Agreement will hold a closing (the "Closing") for the
purpose of executing and exchanging all of the documents contemplated by this
Agreement and otherwise effecting the transactions contemplated by this
Agreement. The Closing will be held as soon as possible but not later than May
17, 2000, at the offices of NETDIGEST, unless another place or time is mutually
agreed upon by the parties. All proceedings to be taken and all documents to be
executed and exchanged at the Closing will be deemed to have been taken,
delivered and executed simultaneously, and no proceeding will be deemed taken
nor documents deemed executed or delivered until all have been taken, delivered
and executed. If agreed to by the parties, the Closing may take place through
the exchange of documents by fax and/or express courier.
(b) With the exception of any stock certificates which must be in their original
form, any copy, fax, e-mail or other reliable reproduction of the writing or
transmission required by this Agreement or any signature required thereon may be
used in lieu of an original writing or transmission or signature for any and all
purposes for which the original could be used, provided that such copy, fax,
e-mail or other reproduction is a complete reproduction of the entire original
writing or transmission or original signature.
3. REPRESENTATIONS AND WARRANTIES OF CAM.
CAM represents and warrants as follows:
(a) CAM is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Delaware.
(b) CAM is registered under Section 12(g) of the Securities Exchange Act of
1934. CAM has filed all necessary reports required to be filed as a reporting
company and such reports are complete and accurate in all material respects.
None of such periodic reports contain any untrue statement of a material fact or
omits to state any fact necessary to make any statement therein not material or
misleading or necessary to a complete and correct presentation of all material
aspects of CAM.
(c) The authorized capital stock of CAM consists of 19,000,000 shares of common
stock, $.001 par value per share and 1,000,000 shares of preferred stock $.001
par value per share.
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Based on the records of CAM's stock transfer agent, and after giving effect to
certain transactions in process, CAM has 1,750,000 shares issued and outstanding
effective as of May 1, 2000, on a fully diluted basis. To the knowledge of CAM,
all issued and outstanding shares of CAM's common stock are fully paid and
non-assessable.
(d) Execution of this Agreement and performance by CAM hereunder has been duly
authorized by all requisite corporate action on the part of CAM, and this
Agreement constitutes a valid and binding obligation of CAM, and CAM's
performance hereunder will not violate any provision of any charter, by-law,
indenture, mortgage, lease, or agreement, or any order, judgment, decree, or, to
CAM's knowledge any law or regulation, to which any property of CAM is subject
or by which CAM is bound.
(e) CAM has full corporate power and authority to enter into this Agreement and
to carry out its obligations hereunder, and will deliver at the Closing a
certified copy of resolutions of its board of directors authorizing execution of
this Agreement by its officers and performance hereunder.
(f) CAM has provided all financial statements and financial information in its
possession as have been requested by the Shareholders.
(g) There is no litigation or proceeding pending, or to the Company's knowledge
threatened, against or relating to CAM, its properties or business.
(h) CAM is acquiring the NETDIGEST Stock to be transferred to it under this
Agreement for investment and not with a view to the sale or distribution
thereof.
4. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS.
The Shareholders, jointly and severally, represent and warrant as follows:
(a) NETDIGEST is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Florida.
(b) The authorized capital stock of NETDIGEST consists of 50,000,000 shares of
common stock, $.001 par value per share and 5,000,000 shares of Preferred Stock,
$.001 par value per share. 12,250,000 shares are issued and outstanding giving
effect to the private placement of NET DIGEST Common Stock contemplated by
NETDIGEST (the "NETDIGEST Stock"). There are no shares of Preferred tock issued
and outstanding.
(c) There are no agreements purporting to restrict the transfer of the NETDIGEST
Stock, nor any voting agreements, voting trusts or other arrangements
restricting or affecting the voting of the NETDIGEST Stock, other than certain
lock up agreements that terminate upon the Closing. The NETDIGEST Stock held by
the Shareholders are duly and validly issued, fully paid and non-assessable, and
issued in full compliance with all federal, state, and local laws, rules and
regulations. Other than as set forth in Exhibit B, there are no subscription
rights, options,
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warrants, convertible securities, or other rights (contingent or otherwise)
presently outstanding, for the purchase, acquisition, or sale of the capital
stock of NETDIGEST, or any securities convertible into or exchangeable for
capital stock of NETDIGEST or other securities of NETDIGEST, from or by
NETDIGEST.
(d) The Shareholders have full right, power and authority to sell, transfer and
deliver the NETDIGEST Stock, and upon delivery of the certificates therefor as
contemplated in this Agreement, the Shareholders will transfer to CAM valid and
marketable title to the NETDIGEST Stock, including all voting and other rights
to the NETDIGEST Stock, free and clear of all pledges, liens, security
interests, adverse claims, options, rights of any third party, or other
encumbrances. Each of the Shareholders owns and holds that number of NETDIGEST
Stock, which are listed opposite their name on Exhibit A attached hereto.
(e) There is no litigation or proceeding pending, or to any Shareholder's
knowledge threatened, against or relating to NETDIGEST or to the NETDIGEST
Stock.
(f) NETDIGEST is not a party to any material contracts other than those listed
in the Financial Statements of NETDIGEST attached hereto as Exhibit B.
(g) NETDIGEST has only the assets and liabilities specified in Exhibit B.
(h) NETDIGEST has filed in correct form all federal, state, and other tax
returns of every nature required to be filed by it and has paid all taxes as
shown on such returns and all assessments, fees and charges received by it to
the extent that such taxes, assessments, fees and charges have become due.
NETDIGEST has also paid all taxes which do not require the filing of returns and
which are required to be paid by it. To the extent that tax liabilities have
accrued, but have not become payable, they have been adequately reflected as
liabilities on the books of NETDIGEST.
(i) The current residence address or principal place of business (for any
non-individual shareholder) of the NETDIGEST Shareholders is as listed on
EXHIBIT A attached hereto.
(j) The NETDIGEST Shareholders have had the opportunity to perform all due
diligence investigations of CAM and its business as they have deemed necessary
or appropriate and to ask questions of CAM's officers and directors and have
received satisfactory answers to all of their questions. The Shareholders have
had access to all documents and information about CAM and have reviewed
sufficient information to allow them to evaluate the merits and risks of the
acquisition of the CAM Stock.
(k) The Shareholders are acquiring the CAM Stock for their own account (and not
for the account of others) for investment purposes and not with a view to the
distribution thereof. The Shareholders will not sell or otherwise dispose of the
CAM Stock without registration under the Securities Act of 1933, as amended, or
an exemption therefrom, and the certificate or certificates representing the CAM
Stock will contain a legend to the foregoing effect.
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(l) The parties acknowledge and agree that the shareholders of NETDIGEST are
executing this Agreement to the best of their knowledge and that they shall not
be liable for any of the representations and warranties and other conditions of
the Agreement, except to the extent that they have actual knowledge and except
with respect to their ownership of their shares of capital stock of NETDIGEST.
5. CONDUCT PRIOR TO THE CLOSING.
CAM and the Shareholders covenant that between the date of this Agreement and
the Closing as to each of them:
(a) No change will be made in the charter documents, by-laws, or other corporate
documents of CAM or NETDIGEST.
(b) CAM and NETDIGEST will each use its best efforts to maintain and preserve
its business organization, employee relationships, and goodwill intact, and
NETDIGEST will not enter into any material commitment except in the ordinary
course of business. The Shareholders acknowledge that CAM is currently engaged
in a number of acquisition transactions and is pursuing such transactions
simultaneously with the transactions contemplated by this Agreement.
(c) None of the Shareholders will sell, transfer, assign, hypothecate, lien, or
otherwise dispose or encumber the NETDIGEST Stock owned by them.
6. CONDITIONS TO OBLIGATIONS OF SHAREHOLDERS.
The Shareholder's obligation to complete the transactions contemplated herein is
subject to fulfillment on or before the Closing of each of the following
conditions, unless waived in writing by the Shareholders as appropriate:
(a) The representations and warranties of CAM set forth herein will be true and
correct at the Closing as though made at and as of that date, except as affected
by transactions contemplated hereby.
(b) CAM will have performed all covenants required by this Agreement to be
performed by it on or before the Closing.
(c) This Agreement will have been approved by the Board of Directors of CAM.
(d) CAM will have delivered to the Shareholders the documents set forth below in
form and substance reasonably satisfactory to counsel for the Shareholders, to
the effect that:
(i) CAM is a corporation duly organized, validly existing, and in good
standing;
(ii) CAM's authorized capital stock is as set forth herein;
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(iii) Certified copies of the resolutions of the board of directors of CAM
authorizing the execution of this Agreement and the consummation
hereof;
(iv) Secretary's certificate of incumbency of the officers of CAM; and
(vi) Any further document as may be reasonably requested by counsel to
the Shareholders in order to substantiate any of the representations
or warranties of CAM set forth herein.
(d) There will have occurred no material adverse change in the business,
operations or prospects of CAM.
7. CONDITIONS TO OBLIGATIONS OF CAM.
CAM's obligation to complete the transaction contemplated herein will be subject
to fulfillment on or before the Closing of each of the following conditions,
unless waived in writing by CAM, as appropriate:
(a) The representations and warranties of the Shareholders set forth herein will
be true and correct at the Closing as though made at and as of that date, except
as affected by transactions contemplated hereby.
(b) The Shareholders will have performed all covenants required by this
Agreement to be performed by them on or before the Closing.
(c) The Shareholders will have delivered to CAM the documents set forth below in
form and substance reasonably satisfactory to counsel for CAM, to the effect
that:
(i) NETDIGEST is a corporation duly organized, validly existing, and in
good standing;
(ii) NETDIGEST's authorized capital stock is as set forth herein;
(iii) Any further document as may be reasonably requested by counsel to
CAM in order to substantiate any of the representations or
warranties of the Shareholders set forth herein.
(d) There will have occurred no material adverse change in the business,
operations or prospects of NETDIGEST.
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8. ADDITIONAL COVENANTS.
(a) Between the date of this Agreement and the Closing, the Shareholders, with
respect to NETDIGEST, and CAM, with respect to itself, will, and will cause
their respective representatives to,
(i) afford the other party and its representatives access to their
personnel, properties, contracts, books and records, and other
documents and data, as reasonably requested by the other party;
(ii) furnish the other party and its representatives with copies of all
such contracts, books and records, and other existing documents and
data as the other may reasonably request in connection with the
transaction contemplated by this Agreement; and
(iii) furnish the other party and its representatives with such additional
financial, operating, and other data and information as the other
may reasonably request. The Shareholders will cause NETDIGEST to,
and CAM will provide the Shareholders, with complete copies of all
material contracts and other relevant information on a timely basis
in order to keep the other party fully informed of the status of
their respective business and operations.
(b) CAM will procure that London Manhattan Limited, Inc., as consultants to CAM,
will deposit into escrow with Steven Adelstein, for a 15-month period, 25,000
shares of CAM common stock to assure the accuracy of the representations by CAM.
(c) CAM and the Shareholders will cooperate with each other in the preparation
of a Form 8-K to be filed with the SEC describing the transaction contemplated
by this Agreement and such other items as are required by the SEC rules and
regulations.
(d) The Shareholders will deliver NETDIGEST's corporate books and records,
including all records relating to NETDIGEST's financial statements, to CAM at
Closing.
(e) The parties agree that they will not make, and the Shareholders will not
permit NETDIGEST to make, any public announcements relating to this Agreement or
the transactions contemplated herein without the prior written consent of the
other party, except as may be required upon the written advice of counsel to
comply with applicable laws or regulatory requirements after consulting with the
other party hereto and seeking their consent to such announcement.
(f) All shareholders irrevocably issue, by their signature to this Agreement,
their power of attorney for all rights title and interest to Steven Adelstein,
President, NETDIGEST, to sign and execute all required documentation to close
this transaction on or before May 31, 2000.
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9. TERMINATION.
This Agreement may be terminated (i) by mutual consent in writing; (ii) by
either the Shareholders or CAM if there has been a material misrepresentation or
material breach of any warranty or covenant by any other party that is not cured
by May 17, 2000; or (3) by any of the Shareholders or CAM if the Closing has not
taken place within eight days following execution of this Agreement, unless
adjourned to a later date by mutual consent in writing.
10. EXPENSES.
Whether or not the Closing is consummated, each of the parties will pay all of
his, her, or its own legal and accounting fees and other expenses incurred in
the preparation of this Agreement and the performance of the terms and
provisions of this Agreement.
11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the Shareholders and CAM set out in this
Agreement will survive the Closing for a period of one year.
12 WAIVER.
Any failure on the part of either party hereto to comply with any of its
obligations, agreements, or conditions hereunder may be waived in writing by the
party to whom such compliance is owed.
13. BROKERS.
Each party agrees to indemnify and hold harmless the other party against any
fee, loss, or expense arising out of claims by brokers or finders employed or
alleged to have been employed by the indemnifying party.
14. NOTICES.
All notices and other communications under this Agreement must be in writing and
will be deemed to have been given if delivered in person or sent by prepaid
first-class certified mail, return receipt requested, or recognized commercial
courier service, as follows:
(i) If to CAM, to:
CAM Designs Inc.,
4 Ash Way,
Woolaston,
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Gloucestershire GL15 6QA,
UK.
(ii) If to the Shareholders, to
TheNETdigest.com, Inc
4950 West Prospect Road
Fort Lauderdale
FL 33309
(iii) If to NETDIGEST, to
TheNETdigest.com, Inc
4950 West Prospect Road
Fort Lauderdale
FL 33309
15. GENERAL PROVISIONS.
(a) This Agreement will be governed by and under the laws of the State of
Delaware, USA without giving effect to conflicts of law principles. If any
provision hereof is found invalid or unenforceable, that part will be amended to
achieve as nearly as possible the same effect as the original provision and the
remainder of this Agreement will remain in full force and effect.
(b) Any dispute arising under or in any way related to this Agreement will be
submitted to binding arbitration before a single arbitrator by the American
Arbitration Association in accordance with the Association's commercial rules
then in effect. The arbitration will be conducted in the State of New York. The
decision of the arbitrator will set forth in reasonable detail the basis for the
decision and will be binding on the parties. The arbitration award may be
confirmed by any court of competent jurisdiction.
(c) In any adverse action, the parties will restrict themselves to claims for
compensatory damages and/or securities issued or to be issued and no claims will
be made by any party or affiliate for lost profits, punitive or multiple
damages.
(d) This Agreement constitutes the entire agreement and final understanding of
the parties with respect to the subject matter hereof and supersedes and
terminates all prior and/or contemporaneous understandings and/or discussions
between the parties, whether written or verbal, express or implied, relating in
any way to the subject matter hereof. This agreement may not be altered,
amended, modified or otherwise changed in any way except by a written agreement,
signed by both parties.
(e) This Agreement will inure to the benefit of, and be binding upon, the
parties hereto and their successors and assigns; provided, however, that any
assignment by either party of its rights under this Agreement without the
written consent of the other party will be void.
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(f) The parties agree to take any further actions and to execute any further
documents that may from time to time be necessary or appropriate to carry out
the purposes of this Agreement. The Shareholders specifically agree to provide
reasonable assistance to CAM in connection with CAM including NETDIGEST in its
consolidated financial statements.
(g) The headings of the Sections, paragraphs and subparagraphs of this Agreement
are solely for convenience of reference and will not limit or otherwise affect
the meaning of any of the terms or provisions of this Agreement. The references
in this Agreement to Sections, unless otherwise indicated, are references to
sections of this Agreement.
(h) This Agreement may be executed in counterparts, each one of which will
constitute an original and all of which taken together will constitute one
document. This Agreement may be executed by delivery of a signed signature page
by fax to the other parties hereto and such fax execution and delivery will be
valid in all respects.
TWO SIGNATURE PAGES FOLLOW
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EXECUTED:
For and on behalf of CAM Designs Inc. For and on behalf of
TheNETdigest.com, Inc.
/s/ Geoffrey Taylor /s/ Steven Adelstein
------------------------- -------------------------
Geoffrey Taylor, President Steven Adelstein, President
By The Shareholders of TheNETdigest.com, Inc.
LIST INDIVIDUALLY
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New Castle Holdings LTD /s/ [ILLEGIBLE]
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Steven Adelstein /s/ Steven Adelstein
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The Storfer Family Trust /s/ [ILLEGIBLE]
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Tammi Adelstein-Shnider /s/ Tammi Adelstein-Shnider
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Todd Adelstein /s/ Todd Adelstein
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Stuart Adelstein /s/ Stuart Adelstein
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Phillip Adelstein /s/ Phillip Adelstein
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Gus Guilbert, Jr. /s/ Gus Guilbert, Jr.
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Uptown Studios & Production Centre, Inc. /s/ Gus Guilbert, Jr.- Pres.
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Mike Greene /s/ Mike Greene
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James Purpuro /s/ James Purpuro
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Howard Storfer /s/ Howard Storfer
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Eric Jacobs /s/ Eric Jacobs
--------------------------------------------------------------------------------
Herbert Zimmerman /s/ Herbert Zimmerman
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Tenor Guilbert /s/ Tenor Guilbert
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Robert Hussey /s/ Robert Hussey
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West Tropical Investments Corp. /s/ Steven Adelstein, President
--------------------------------------------------------------------------------
AUW, Inc. /s/ Steven Adelstein, President
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Eric Jacobs /s/ Eric Jacobs
--------------------------------------------------------------------------------
West Tropical Investments Corp. /s/ Steven Adelstein, President
--------------------------------------------------------------------------------
Larry Briley /s/ Larry Briley
--------------------------------------------------------------------------------
Atlas Pearlman P.A.
--------------------------------------------------------------------------------
Kathy Derrick /s/ Kathy Derrick
--------------------------------------------------------------------------------
Cory Goldberg /s/ Cory Goldberg
--------------------------------------------------------------------------------
Adam Wasserman /s/ Adam Wasserman
--------------------------------------------------------------------------------
West Tropical Investments Corp. /s/ Steven Adelstein, President
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EXHIBIT A
SCHEDULE OF NETDIGEST SHAREHOLDERS
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<TABLE>
<CAPTION>
Beneficial Owner Shares % Share
------------------------------------------------------ ---------- -----------
<S> <C> <C>
New Castle Holdings LTD 2,666,667 21.8%
Steven Adelstein 1,440,000 11.8%
The Storfer Family Trust 1,333,333 10.9%
Tammi Adelstein-Shnider 960,000 7.8%
Todd Adelstein 960,000 7.8%
---------- ----------
Sub-Total 7,360,000 60.1%
Others
Stuart Adelstein 166,667 1.4%
Phillip Adelstein 166,667 1.4%
Gus Guilbert, Jr 166,667 1.4%
Uptown Studios & Production Centre, Inc. 100,000 0.8%
Mike Greene 100,000 0.8%
James Purpuro 100,000 0.8%
Howard Storfer 100,000 0.8%
Eric Jacobs 30,000 0.2%
Herbert Zimmerman 30,000 0.2%
Tenor Guilbert 30,000 0.2%
Robert Hussey 16,667 0.1%
West Tropical Investments Corp. 16,666 0.1%
---------- ----------
Sub-Total 1,023,334 8.4%
Equity Funding
AUW, Inc. 2,125,000 17.3%
---------- ----------
Sub-Total 2,125,000 17.3%
Consultants
Eric Jacobs 75,000 0.6%
West Tropical Investments Corp. 66,667 0.5%
Larry Briley 41,667 0.3%
Atlas Pearlman P.A 25,000 0.2%
Kathy Derrick 20,833 0.2%
Cory Goldberg 20,833 0.2%
Adam Wasserman 20,833 0.2%
West Tropical Investments Corp. 12,500 0.1%
---------- ----------
Sub-Total 283,333 2.3%
Total Initial Common Shares 10,791,667 88.1%
---------- ----------
506 Private Placement 1,458,333 11.9%
---------- ----------
Total Outstanding Common Shares 12,250,000 100.00%
========== ==========
</TABLE>
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EXHIBIT B
THENETDIGEST.COM, INC.
FINANCIAL STATEMENTS
For the Period from Inception (January 21, 2000)
to April 30, 2000
iii
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CONTENTS
Financial Statements:
Notes to Financial Statements.................................v - vii
Balance Sheet................................................viii
Statement of Operations........................................ix
Statement of Changes in Stockholders' Deficit...................x
Statement of Cash Flows........................................xi
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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company
TheNETdigest.com, Inc. (the Company) was formed in January 2000 and is engaged
in the development and operation of websites that are focused on a specific and
highly researched subject matter including, but not limited to, diabetes,
cancer, arthritis and more. The Company has in excess of fifty (50) Internet
domain names registered.
The Company's principal offices are located in Fort Lauderdale, Florida.
Fair Market Value of Financial Instruments
The carrying amount reported in the balance sheet for accounts payable and
accrued liabilities approximates fair market value due to the immediate or
short-term maturity of these financial instruments.
Capitalized Costs
The Company generally capitalizes all costs incurred to develop each web site.
Such costs include the actual direct costs of production and domain name
registration. These costs will be amortized at such time the each specific
website is operational over a sixty (60) month period.
It is the Company's policy to write off capitalized costs associated with the
websites if, in management's opinion, the capitalized costs are in excess of net
realizable value.
Income Taxes
The Company utilizes the asset and liability method of accounting for deferred
income taxes. Under this method, deferred tax assets and liabilities are
established based on the differences between financial statement and income tax
bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse.
The Company provides a valuation allowance against deferred tax assets if, based
on the weight of available evidence, it is more likely than not that some or all
of the deferred tax assets will not be realized.
Use of Estimates
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period to
prepare these financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those estimates and
assumptions.
Loss per Common Share
Basic earnings per share are computed by dividing net loss by weighted average
number of shares of common stock outstanding during each period. Diluted loss
per share is computed by dividing net loss by the weighted average number of
shares of common stock, common stock equivalents and potentially
v
<PAGE>
dilutive securities outstanding during each period. Diluted loss per common
share is not presented because it is anti-dilutive.
Stock-Based Compensation
The Company uses 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 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 defined in SFAS
No. 123 has been applied. The Company has elected to continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions
of SFAS No. 123.
Recent Pronouncements
In December 1999, the SEC issued Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements, ("SAB 101""). SAB 101 requires that four
basic criteria must be met before revenue can be recognized: (1) persuasive
evidence of an arrangement exists, (2) delivery has occurred or services have
been rendered, (3) the fee is fixed and determinable, and (4) collectibility is
reasonably assured. The Company is required to comply with SAB 101 transactions
entered into on or after February 1, 2000, but does not expect it to have a
material impact on the Company's consolidated financial position or results of
operation.
NOTE 2 - CAPITALIZED COSTS
Capitalized costs consisted of the following:
Websites in process 39,650
Domain name registration 6,187
-------
$45,837
=======
NOTE 3 - RELATED PARTY TRANSACTIONS
A company/shareholder of the Company advanced funds to Company for operations.
These amounts are non-interest bearing, non-collateralized, and are payable on
demand. As of April 30, 2000, amounts due to this related company amounted to
$7,823.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
On January 21, 2000, the Company issued 8,383,334 shares of its $.001 par value
common shares for $8,383. As of April 30, 2000, the Company had a subscription
receivable amounting to $8,383 related to these shares.
On February 29, 2000, the Company issued 2,125,000 shares of common stock at a
price of $0.025 per share in for net proceeds of $53,125 to be used for the
operations of the Company.
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<PAGE>
On February 29, 2000, the Company issued 283,333 shares of common stock for
professional services rendered. These shares were valued at $.025 per share, the
approximate fair values, and charged to operations.
Preferred Stock
The Company authorized the board of directors, without stockholder approval, to
issue up to 5,000,000 shares of preferred stock, par value $.001 per share, to
establish one or more series of preferred stock and to determine, with respect
to each of these series, their preferences, voting rights and other terms. As of
April 30, 2000, no shares of preferred stock were outstanding.
NOTE 5 - COMMITMENTS
Operating Lease
The Company leases office and production space in Fort Lauderdale, Florida,
pursuant to an operating lease. The lease generally provides for fixed monthly
rental payments of approximately $1,500 through December 2001. For the period
from inception (January 21, 2000) to April 30, 2000, rent expense amounted to
$6,000.
At April 30, 2000, the future minimum annual rental payments under the
non-cancelable operating lease is as follows:
Year
----
2001 $18,000
2002 12,000
-------
$30,000
=======
NOTE 6 - SUBSEQUENT EVENT
Warrants
On May 1, 2000, the Company granted warrants to three directors to acquire an
aggregate of 360,000 restricted shares of common stock at an exercise price of
$.75 per share. . The options become exercisable in three annual installments of
120,000 shares beginning on May 1, 2000, and expire on April 30, 2006.
THENETDIGEST.COM, INC.
FINANCIAL STATEMENTS
For the Period from Inception (January 21, 2000) to April 30, 2000
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<PAGE>
THENETDIGEST.COM, INC.
BALANCE SHEET
April 30, 2000
(Unaudited)
ASSETS
<TABLE>
<S> <C>
CAPITALIZED COSTS $ 45,837
--------
Total Assets $ 45,837
========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 55,216
Due to Related Party 7,823
--------
Total Current Liabilities 63,039
--------
STOCKHOLDERS' DEFICIT
Preferred Stock ($.001 Par Value; 5,000,000 Shares Authorized)
No Shares Issued and Outstanding ) --
Common Stock ($.001 Par Value; 50,000,000 Shares Authorized;
10,791,667 Shares Issued and Outstanding) 10,791
Additional Paid-in Capital 57,800
Accumulated Deficit (77,410)
Less: Subscription Receivable (8,383)
--------
Total Stockholders' Deficit (17,202)
--------
Total Liabilities and Stockholders' Deficit $ 45,837
========
</TABLE>
viii
<PAGE>
THENETDIGEST.COM, INC.
STATEMENT OF OPERATIONS
For the Period from Inception (January 21, 2000) to April 30, 2000
(Unaudited)
REVENUES $ --
-----------
OPERATING EXPENSES:
Rent and Utilities 6,000
Printing 1,527
Marketing 22,856
Travel and Entertainment 1,373
Internet Connections 1,417
Website Maintenance 24,000
Professional Fees 20,237
-----------
Total Operating Expenses 77,410
-----------
LOSS FROM OPERATIONS (77,410)
PROVISION FOR INCOME TAXES --
-----------
NET LOSS $ (77,410)
===========
BASIC AND DILUTED:
Net Loss Per Common Share: $ (0.01)
===========
Weighted Common Shares Outstanding 7,269,140
===========
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<PAGE>
THENETDIGEST.COM, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period from Inception (January 21, 2000) to April 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
PREFERRED STOCK $.001 ADDITIONAL TOTAL
Par COMMON STOCK $.001 Par PAID-IN ACCUMULATED SUBSCRIPTIONS STOCKHOLDERS'
Shares Amount Shares Amount CAPITAL DEFICIT RECEIVABLE DEFICIT
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
Inception
(January 21, 2000) -- $ -- $ -- -- $ -- $ -- $ -- $ --
Shares Issued
to Shareholders
at Inception -- -- 8,383,334 8,383 -- -- (8,383) --
Shares Issued
in Exchange
for Services -- -- 283,333 283 6,800 -- -- 7,083
Share Issued in
Connection with
Private Placement -- -- 2,125,000 2,125 51,000 -- -- 53,125
Net Loss for the
Period from
Inception (January
21, 2000) to
April 30, 2000 -- -- -- -- -- (77,410) -- (77,410)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at
April 30, 2000 -- $ -- $10,791,667 10,791 $ 57,800 $ (77,410) $ (8,383) $ (17,202)
=========== =========== =========== =========== =========== =========== =========== ===========
</TABLE>
xi
<PAGE>
THENETDIGEST.COM, INC.
STATEMENT OF CASH FLOWS
For the Period from Inception (January 21, 2000) to April 30, 2000
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(77,410)
Adjustments to Reconcile Net Loss to Net Cash Flows
Used in Operating Activities:
Stock Issued for Services 7,083
Increase (Decrease) in:
Accounts Payable and Accrued Expenses 55,216
Due to Related Party 7,823
--------
Net Cash Flows Used in Operating Activities (7,288)
--------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in Capitalized Costs (45,837)
--------
Net Cash Flows Used in Investing Activities (45,837)
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Capital Contributions 53,125
--------
Net Cash Flows Provided by Financing Activities 53,125
--------
Net Increase (Decrease) in Cash --
Cash - Beginning of Period --
--------
Cash - End of Period $ --
========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ --
========
Income Taxes $ --
========
xi
<PAGE>
CAM Designs Inc. acquires theNETdigest.com, Inc.
NEW YORK -- (BUSINESS WIRE) -- May 23, 2000
CAM Designs Inc. (NQBEQS "Pink Sheets": FRTX) announced today its acquisition in
an exchange of shares of all of the capital stock of theNETdigest.com, Inc.
theNETdigest.com, Inc., a privately held Internet publishing company based in
Fort Lauderdale, Florida and Cam Designs Inc. will leverage their combined
strengths to produce premium health and lifestyle related informational sites on
the Internet.
Geoffrey Taylor, President, CAM Designs Inc., stated: "We have reviewed several
Internet potentials and felt what theNETdigest.com, Inc., is accomplishing is
both revolutionary and exciting and should be beneficial to our stockholders."
theNETdigest.com, Inc. (www.thenetdigest.com), a quality Internet publishing
company, is developing the parent site to in excess of fifty (50) web domain
sites. theNETdigest.com, Inc. intends meticulously to develop and maintain
state-of-the-art informational web sites for the end users on an impressive
variety of subject matter. Its goal is to provide totally comprehensive sites
updated daily for the most cutting-edge information and news articles. Each web
site will have a specific, highly researched subject matter and will be geared
toward supplying its users what they need in one convenient, user-friendly
arena. All sites developed will be supported by conventional advertising,
including radio and broadcast.
The first focused, in-depth web site currently under construction is
theDIABETICdigest.com. Research has demonstrated a strong market need for a
concentration of information on this serious disease. This site will offer an
Editorial Board consisting of prominent professionals in the industry, news
articles added daily as well as an archive of articles, up-to-date product
information, a healthcare database, and a shopping area. Each article will by
summarized by a brief paragraph explaining its content. With a glossary,
bulletin board and chatroom, this site will provide all the resources and
feedback diabetics and their families and friends need, in one web site. The
content is reputable, current and entertaining, presented in an easy to
understand language. This site will feature a large section devoted specifically
to Juvenile Diabetes, with the newest information on research and activities for
the parents and physicians of children with diabetes. TheDiabeticdigest.com will
be represented by spokesperson Michelle McGann, a professional golfer on the
LPGA. Michelle was diagnosed as a diabetic at the age of 13 and is a role model
for many younger diabetics.
TheDIABETICdigest.com will also include a complete section for children called
the KidZone. Focusing on the needs and concerns of children afflicted with
diabetes, this section will contain most of the information of our main site,
but written in a language children can easily understand. It will contain its
own glossary and articles and feature a chatroom for kids with diabetes to
interact
<PAGE>
with each other. Bold bright graphics and pictures and fun news items will
entertain the children as they learn to take better care of themselves. The
section will soon feature its own original animated theater-quality movie short.
Plans are underway to introduce theDiabeticdigest.com in mid-July in the year
2000. Other web domains being acquired by theNETdigest.com, Inc. include
seventeen (17) health digests and thirty-five (35) general lifestyle digests.
Future web sites currently in pre-production include one health digest and one
lifestyle digest. Each web site will be developed within the strict quality
guidelines of theNETdigest.com, Inc. and will include exercise videos and a
complete section for children.
theNETdigest.com, Inc. will operate from Uptown Studios in Fort Lauderdale,
Florida, a 16,000 square foot full service production facility complete with
professional broadcast quality video and audio services. Uptown Studios will
offer its state-of-the-art facilities and support to theNETdigest.com, Inc. and
its intellectual properties.
Dr. Howard Storfer, Co-Founder and Director of theNETdigest.com, Inc, stated:
"Being a publicly held company was always one of our immediate business goals
and this alliance accelerates our business plan by 18 months. We are very
excited about this partnership and are planning to utilize our combined
strengths and knowledge to their fullest potential."
Under the Agreement and Plan of Reorganization between CAM Designs Inc. and
theNETdigest.com, Inc. CAM Designs Inc. is issuing 12,250,000 shares of its
common stock in exchange for each and every share of common stock of
theNETdigest.com, Inc. As a consequence of this exchange of shares,
theNETdigest.com, Inc. becomes a wholly-owned subsidiary of CAM Designs Inc. Cam
Designs Inc. plans promptly to file with the State of Delaware to change its
name to theNETdigest.com, Inc. and take steps to reinstitute its former OTC
Bulletin Board listing.
This release contains forward-looking statements regarding potential future
events and developments affecting the business of CAM Designs, Inc. and
theNETdigest.com, Inc. These forward-looking statements involve unknown risks
and uncertainties including, but not limited to, changes in technology, ability
to launch web sites on time, intensive competition, general economic conditions
and other factors not under the control of CAM Designs, Inc. or
theNETdigest.com, Inc., which may cause actual results, performance or
achievements of the companies to be materially different from the future
results, performance, achievements or other expectations expressed or implied by
these forward-looking statements.
FOR CONTACT INFORMATION
LONDON MANHATTAN LIMITED
TEL/FAX: (212) 656 1129
EMAIL: [email protected]
