United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended: August 31, 2000
Commission file number: 1-13886
THENETDIGEST.COM, INC.
(Formerly Cam Design, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 38-2655325
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4950 West Prospect Road
Fort Lauderdale, Florida 33309
(Address of principal executive offices)
(Zip code)
(954) 745-8277
(Registrant's telephone number, including area code)
Indicate by check mark whether 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 such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------ ------
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of September 30, 2000: 13,200,000 shares of common stock, $.001
par value per share.
<PAGE>
THENETDIGEST.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
FORM 10-QSB
QUARTERLY PERIOD ENDED August 31, 2000
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Balance Sheet (Unaudited) - August 31, 2000 3
Statements of Operations (Unaudited)
For the Three Months Ended August 31, 2000 and for the
period from Inception (January 21, 2000) to August 31, 2000 4
Statements of Cash Flows (Unaudited)
For the Three Months Ended August 31, 2000 and for the
period from Inception (January 21, 2000) to August 31, 2000 5
Notes to Financial Statements 6-7
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 9
Item 2 - Changes in Securities 9
Item 4 - Submission of Matters to a Vote of Security Holders 9
Item 6 - Exhibits and Reports on Form 8-K 10
Signatures 10
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<PAGE>
THENETDIGEST.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
August 31, 2000
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 14,664
Prepaid Rent 6,000
---------
Total Current Assets 20,664
CAPITALIZED COSTS 11,342
---------
Total Assets $ 32,006
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $167,943
Due to Related Parties 18,320
---------
Total Current Liabilities 186,263
---------
STOCKHOLDERS' DEFICIT:
Preferred Stock ($.001 Par Value; 5,000,000 Shares Authorized)
No Shares Issued and Outstanding ) -
Common Stock ($.001 Par Value; 50,000,000 Shares Authorized;
12,975,000 Shares Issued and Outstanding) 12,975
Additional Paid-in Capital 234,484
Accumulated Deficit (399,049)
Less: Subscription Receivable (2,667)
---------
Total Stockholders' Deficit (154,257)
---------
Total Liabilities and Stockholders' Deficit $ 32,006
=========
See Accompanying Notes to Financial Statements.
-3-
<PAGE>
<TABLE>
<CAPTION>
THENETDIGEST.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
For the For the
Three Months Period from
Ended Inception
August 31, (January 21, 2000)
2000 to August 31, 2000
--------------------- ----------------------
<S> <C> <C>
REVENUES $ - $ -
--------------------- ----------------------
OPERATING EXPENSES:
Consulting Fees 30,000 44,683
Marketing 143,039 165,895
Professional Fees 28,013 50,840
Rent and Utilities 4,500 12,000
Website Maintenance and Development 21,658 95,585
Other General and Administrative 25,158 30,046
--------------------- ----------------------
Total Operating Expenses 252,368 399,049
--------------------- ----------------------
LOSS FROM OPERATIONS (252,368) (399,049)
PROVISION FOR INCOME TAXES - -
--------------------- ----------------------
NET LOSS $ (252,368) $ (399,049)
===================== ======================
BASIC AND DILUTED:
Net Loss Per Common Share: $ (0.02) $ (0.03)
===================== ======================
Weighted Common Shares Outstanding 12,617,581 11,645,754
===================== ======================
</TABLE>
See Accompanying Notes to Financial Statements.
-4-
<PAGE>
<TABLE>
<CAPTION>
THENETDIGEST.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the For the
Three Months Period from
Ended Inception
August 31, (January 21, 2000)
2000 to August 31, 2000
----------------------- --------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (252,368) $ (399,049)
Adjustments to Reconcile Net Loss to Net Cash Flows
Used in Operating Activities:
Stock Issued for Services 174,969 174,969
Shares Issued in connection with Recapitalization - (27,530)
(Increase) Decrease in:
Prepaid Rent (6,000) (6,000)
Increase (Decrease) in:
Accounts Payable and Accrued Expenses 13,379 167,943
Due to Related Party (7,539) 18,320
----------------------- --------------------------
Net Cash Flows Used in Operating Activities (77,559) (71,347)
----------------------- --------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in Capitalized Costs (5,155) (11,342)
----------------------- --------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock 96,120 97,353
----------------------- --------------------------
Net Increase (Decrease) in Cash 13,406 14,664
Cash - Beginning of Period 1,258 -
----------------------- --------------------------
Cash - End of Period $ 14,664 $ 14,664
======================= ==========================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ -
======================= ==========================
Income Taxes $ - $ -
======================= ==========================
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for services $ 174,969 $ -
======================= ==========================
</TABLE>
See Accompanying Notes to Financial Statements.
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<PAGE>
THENETDIGEST.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
August 31, 2000
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). The accompanying financial statements for the interim
periods are unaudited and reflect all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of management, necessary for a
fair presentation of the financial position and operating results for the
periods presented. The results of operations for the three months ended August
31, 2000 are not necessarily indicative of the results for the full fiscal year
ending May 31, 2001. These financial statements should be read in conjunction
with the financial statements for the year ended May 31, 2000 and notes thereto
contained in the Report on Form 10-KSB of Cam Design, Inc. (the "Company") as
filed with the Securities and Exchange Commission.
TheNETdigest.com, Inc. (the "Company") was incorporated on September 9, 1994 in
the State of Delaware as Cam Design, Inc. ("Cam"). On May 22, 2000, Cam approved
a corporate name change to theNETdigest.com, Inc. The Company is in the
development stage. On May 18, 2000, the board of directors of Cam voted to
acquire 100% of the outstanding shares of theNETdigest.com, Inc., a Florida
corporation, in exchange for the issuance of up to 12,250,000 shares of its
common stock.
As a result of the exchange of stock, the former stockholders of
theNETdigest.com, Inc. owned 10,791,667 restricted common shares or 86.2% after
the recapitalization of Cam. Accordingly, this transaction has been treated, for
financial reporting purposes, as a reverse acquisition in which
theNETdigest.com, Inc. was recapitalized by providing 1,725,018 shares of Cam
Design, Inc.'s common stock to Cam's existing stockholders. The stockholders'
equity section reflects the change in the capital structure due to the reverse
acquisition.
NOTE 2 - RELATED PARTY TRANSACTIONS
Certain shareholders of the Company and a company related through common
ownership from time to time, advanced funds to the Company for operations. These
amounts are non-interest bearing, non-collateralized, and are payable on demand.
As of August 31, 2000, amounts due to these related companies and individuals
amounted to $18,320.
NOTE 3 - STOCKHOLDERS' EQUITY
Common Stock
During the three months ended August 31, 2000, the Company issued 291,615 shares
of common stock for professional services rendered. These shares were valued at
$.60 per share or $174,969, the approximate fair values, and charged to
operations.
During the three months ended August 31, 2000, the Company issued 160,200 shares
of common stock at a price of $.60 per share for net proceeds of $96,120.
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<PAGE>
THENETDIGEST.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
August 31, 2000
NOTE 3 - STOCKHOLDERS' EQUITY (Continued)
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 annual installments of
120,000 shares with 120,000 options vesting on May 1, 2000, 120,000 options
vesting on May 1, 2001 and 120,000 options vesting on May 1, 2003. The options
expire on April 30, 2006.
2000 Equity Compensation Plan
During May 2000, the Company adopted and implemented the "2000 Equity
Compensation Plan" and reserved up to two (2) million common shares for issuance
hereunder. As of August 31, 2000, no shares had been issued under this plan.
NOTE 4 - SUBSEQUENT EVENT
During September 2000, the Company issued 225,000 shares of common stock at a
price of $.60 per share for cash of $18,000 and consulting services of $117,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND PLAN OF OPERATIONS
Plan of Operations
Prior to the acquisition of theNETdigest.com, Inc., we had no operations, no
revenues, owned no assets, and we had not engaged in any business activities
since October 22, 1998. Now, the business of theNETdigest effectively becomes
our business, we changed our name to theNETdigest.com, Inc. TheNETdigest
(www.theNETdigest.com), a quality Internet publishing company in the medical and
life style fields, is developing the parent site to in excess of five hundred
(500) web domain sites. TheNETdigest intends to develop and maintain
state-of-the-art informational web sites for end users on a variety of subject
matter. Its goal is to provide totally comprehensive sites updated weekly for
the most cutting-edge information and the most recent news articles. Each web
site will have a specific, highly researched subject matter and will be geared
toward supplying its users with what they need in one convenient, user-friendly
arena. Conventional advertising, including radio and broadcast, will support all
sites developed.
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 weekly as well as an archive of articles, up-to-date product
information, a healthcare database and a shopping area. Each article will be
summarized by a brief paragraph explaining its content. With a glossary,
bulletin board and chat room, this site will provide all the resources and
feedback diabetics and their families and friends need, in one web site. The
content is concise, current and entertaining and 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.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND PLAN OF OPERATIONS (Continued)
Plan of Operations (Continued)
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 chat room for kids
with diabetes to interact 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. We plan to introduce theDIABETICdigest.com in the
fourth quarter of fiscal 2000 in three different languages including English,
Portuguese and Spanish.
We have in excess of five hundred (500) domain names registered. 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 and will include exercise videos and a complete section for
children.
This report on Form 10-QSB contains forward-looking statements that are subject
to risks and uncertainties, which could cause actual results to differ
materially from those, discussed in the forward-looking statements and from
historical results of operations. Among the risks and uncertainties which could
cause such a difference are those relating to the Company's dependence upon
certain key personnel, its ability to manage its growth, the Company's success
in implementing its business strategy, the Company's success in arranging
financing where required, and the risk of economic and market factors affecting
the Company or its customers. Many of such risk factors are beyond the control
of the Company and its management.
Summary Of Operations
During May 2000, pursuant to an Agreement and Plan of Reorganization by and
between Cam Design, Inc. and the shareholders of theNETdigest.com, Inc., it was
agreed that we may issue a maximum of 12,250,000 shares of our common stock to
the shareholders of theNETdigest in exchange for each and every share of the
capital stock of theNETdigest. As a result of the exchange of shares,
theNETdigest became our wholly owned subsidiary. TheNETdigest, which was founded
on January 21, 2000, has, since its inception, been engaged in the development
of websites. TheNETdigest has as yet not generated any revenues. Its net loss
for the period from inception (January 21, 2000) to August 31,2000 and for the
three months ended August 31, 2000 amounted to $399,049 and $252,368,
respectively. These losses consist of website development and maintenance costs,
general operating and marketing expenses.
As a result of the foregoing factors, we incurred losses of approximately
$252,000 or ($.02) per share for the three months ended August 31, 2000.
Liquidity And Capital Resources
At August 31, 2000, we had a stockholders' deficit of approximately $154,000.
Our operations and growth have been funded by advances from related parties and
the sale of common stock with gross proceeds of approximately $100,000. These
funds were used for working capital, capital expenditures, and the acquisition
of domain names.
-8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND PLAN OF OPERATIONS (Continued)
Liquidity And Capital Resources (Continued)
We have no other material commitments for capital expenditures. We believes that
we have sufficient liquidity to meet all of our cash requirements for the next
twelve months and that subsequent capital stock sales and increased marketing
efforts will provide sufficient cash flows to meet our operating needs. We
believe, however, that additional funding will be necessary to expand the
website development efforts.
Net cash used in operations for the three months ended August 31, 2000 was
$77,559 and was primarily attributable to the loss from operations for the three
months ended August 31, 2000 of $244,342 offset by non-cash operating expenses
related to the issuance of common stock for services of $174,969.
Net cash used in investing activities for the three months ended August 31, 2000
was $5,155. This was attributable to the registration of domain names.
Net cash provided by financing activities for the three months ended August 31,
2000 was $96,120. This was attributable to the sale of common stock.
For reasons indicated above, our liquidity is severely restricted and we have
negative working capital. During the reporting period we were able to raise
limited funds to cover ongoing website development and maintenance and other
administrative expenses. We must now seek additional sources of both temporary
and long-term financing to continue in existence and carry out the Plan of
Business outlined above. As noted earlier, there can be no assurance that such
sources of financing will be available for us, or that we will survive as a
viable entity.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not involved in any material litigation
Item 2. Changes in Securities
On May 23, 2000, the Company issued 6,500 shares of common stock at a price of
$.60 per share for net proceeds of $3,900.
During the three months ended August 31, 2000, the Company issued 291,615 shares
of common stock for professional services rendered. These shares were valued at
$.60 per share or $174,969, the approximate fair values, and charged to
operations.
During the three months ended August 31, 2000, the Company issued 160,200 shares
of common stock at a price of $.60 per share for net proceeds of $96,120.
During September 2000, the Company issued 225,000 shares of common stock at a
price of $.60 per share.
-9-
<PAGE>
PART II - OTHER INFORMATION (Continued)
Item 4. Submission of Matters to Vote of Security Holders
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
(27) Financial Data Schedule
b. Reports on Form 8-K
There were no current reports on Form 8-K filed by the Company during
the three months ended August 31, 2000.
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, thereunto duly authorized.
THENETDIGEST.COM, INC.
Dated: October 10, 2000 By: /s/Steven Adelstein
-----------------------------------------
Steven Adelstein, Chief Executive Officer
and President
-10-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION LOCATION
------ ----------- --------
1 Financial Data Schedule 1
