UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2000
OR
|_| TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 1-13886
CAM DESIGNS 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, FL 33309
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1-954 745 8277
Securities registered under Section 12(b) of the Act: None.
Securities registered under Section 12(g) of the Act:
-- Common Stock, $.001 par value
-- Redeemable Warrants to Purchase Common Stock
-- Units (consisting of 2 shares of Common Stock and one Warrant)
(Title of class)
[Cover page 1 of 2 pages]
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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 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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
As of May 31, 2000, the aggregate market value, based on the average bid and
asked price of the issuer's voting stock, held by non-affiliates was
approximately $300,000. Exclusion of shares held by any person should not be
construed to indicate that such person possesses the power, direct or indirect,
to direct or cause the direction of management or policies of the issuer, or
that such person is controlled by or under common control of the issuer.
As of August 24, 2000, there were 12,648,685 shares of Common Stock outstanding.
Forward Looking Statements: This Report contains, or incorporates by reference,
certain statements that may be deemed "forward looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. All statements, other than statements of historical facts, that address
activities, events or developments that the Company intends, expects, projects,
believes or anticipates will or may occur in the future are forward-looking
statements. Such statements are based on certain assumptions and assessments
made by management of the Company in light of its experience and its perception
of historical trends, current conditions, expected future developments and other
factors it believes to be appropriate. The forward-looking statements included
in this Report are also subject to a number of material risks and uncertainties,
including but not limited to economic, competitive, governmental and
technological factors affecting the Company's operations, markets, services and
prices, and other factors discussed in the Company's filings under the
Securities Act and the Exchange Act. Stockholders and prospective investors are
cautioned that such forward-looking statements are not guarantees of future
performance and that actual results, developments and business decisions may
differ from those envisaged by such forward-looking statements.
DOCUMENTS INCORPORATED BY REFERENCE:
NONE.
[Cover page 2 of 2 pages]
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PART I
Item 1. Business.
On October 22, 1998, our United Kingdom-based subsidiaries, constituting all of
the assets and operations, were placed into receivership in the UK pursuant to
Section 48 of the Insolvency Act of 1986. This receivership was caused by an
erosion in the business operations of the subsidiaries caused by the
deterioration of the market for our goods and services in the Far East, as well
as the expiration of a major troubled contract for Rolls Royce, whereupon the
new owners of Rolls Royce advised the Company that no further contracts relating
to the completed contract would be forthcoming in the immediate future. This, in
turn, caused management to close operations at the facility in Warwick, England
and caused these entities to incur significant labor and other termination
costs. Following appointment of the receiver, certain of the existing contracts
were completed and the businesses were advertised for sale. On or about November
27, 1998, the manufacturing, plant and machinery sectors of the UK subsidiaries
were sold by the receiver to Group Lotus and the funds maintained by the UK
entities for payment of outstanding indebtedness.
In view of the foregoing, we, having disposed of our United Kingdom assets and
operations, are attempting to clear our liabilities. We owe approximately
$88,000 to professionals and others.
We also for a time failed to file our periodic reports with the Securities and
Exchange Commission and, as a result, were delisted from the National
Association of Securities Dealers' Electronic Bulletin Board. We are now current
with our filings and will shortly be seeking reinstatement.
Pursuant to an Agreement and Plan of Reorganization by and between our Company
and the shareholders of theNETdigest.com, Inc. dated May 18, 2000, we 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, we agreed to issue a maximum of 12,250,000 shares of our
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 our Company.
Prior to the transaction, we had 1,700,007 shares of common stock issued and
outstanding. Following the transaction, we had 12,523,185 shares of common stock
issued and outstanding as of May 31, 2000.
The consideration provided by the parties pursuant to the Agreement was
negotiated between our Company and the former NETdigest shareholders. In
evaluating the transaction, we 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 our status as a publicly reporting company.
Proposed Business.
Prior to the acquisition of NETdigest, 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 NETdigest effectively becomes our business and we
plan to change our name to theNETdigest.com, Inc.
NETdigest (www.thenetdigest.com), a quality Internet publishing company in the
medical and life style fields, is developing the parent site to in excess of
fifty (50) web domain sites. NETdigest 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 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.
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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 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. 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 the DIABETICdigest.com in late August 2000 in three
different languages including English, Portuguese and Spanish. We have in excess
of fifty (50) domain names registered. Other web domains being acquired by
NETdigest 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 NETdigest and will include exercise videos and
a complete section for children.
Item 2. Properties.
Our principal executive offices are located at Studios, 4950 West Prospect Road,
Fort Lauderdale, Florida 33309. NETdigest leases approximately 1,000 square feet
of Studio's 16,000 square foot full service production facility, which is
complete with professional broadcast quality video and audio services. We also
presently occupy a temporary office facility at 4 Ash Way, Netherend, Lydney,
Gloucestershire, United Kingdom on a zero cost basis.
Item 3. Legal Proceedings.
On October 22, 1998, our United Kingdom based subsidiaries, constituting all of
the assets and operations, were placed into receivership in the UK pursuant to
Section 48 of the Insolvency Act of 1986.
There are no pending material legal proceedings against our Company.
Item 4. Submission of Matters to a Vote of Security Holders.
During the fourth quarter of the fiscal year ended May 31, 2000, approval of the
holders of 71.8% of the Common Stock of our Company was given for the following:
On May 18, 2000, an Agreement and Plan of Reorganization between our
Company and theNETdigest.com, Inc. was approved.
Also, during the fourth quarter of the fiscal year ended May 31, 2000, approval
of 75.7% of the Common Stock of our Company was given on May 22, 2000, for the
following:
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(1) to change the name of our company from CAM Designs Inc. to "the
Netdigest.com, Inc.";
(2) to increase the number of authorized common shares from nineteen
(19) million to fifty (50) million and to increase the number of
authorized preferred shares from one (1) million to five (5)
million; and
(3) to adopt and implement the "2000 Equity Compensation Plan" and to
reserve up to two (2) million common shares for issuance thereunder.
PART II
Item 5. Market For Registrant's Common Equity and Related Stockholder Matters.
(a) Trading of our Company's shares of Common Stock and Warrants, until October
20, 1999, took place on the Electronic Bulletin Board of the National
Association of Securities Dealers, Inc. under the following symbols:
Common Stock CMDA
Warrants CMDAW
Subsequent to a 1 for 8 reverse split of our Company's Common Stock on December
20, 1999 the trading symbol was changed from CMDA to FRTX.
Our shares and warrants were delisted from the Electronic Bulletin Board of the
National Association of Securities Dealers, Inc. on October 20, 1999 and are
currently trading on the "Pink Sheets".
The following table sets forth the range of high and low sales prices for our
Common Stock for our two most recent fiscal years:
Fiscal 2000: High Low
------------ ---- ---
6/01/99 - 8/31/99 $ 0.125 $ 0.0625
9/01/99 - 11/30/99 $ 0.30 $ 0.06
12/01/00 - 2/29/00 $ 0.40 $ 0.15
3/01/00 - 5/31/00 $ 0.457 $ 0.10
Fiscal 1999: High Low
------------ ---- ---
6/01/98 - 8/31/98 $ 3.00 $ 0.625
9/01/98 - 11/30/98 $ 1.00 $ 0.125
12/01/98 - 2/29/99 $ 0.4375 $ 0.0625
3/01/99 - 5/31/99 $ 0.1875 $ 0.0625
The closing price per share of our Common Stock on May 31, 2000 was $0.10.
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(b) The number of record holders of our Company's Common Stock was approximately
76 on August 24, 2000, computed by the number of record holders, excluding
record holders for whom shares are being held in the name of brokerage houses
and clearing agencies.
(c) We paid a cash dividend at the annual rate of $.05 per share on its Common
Stock from July, 1996 through the period ending April 11, 1997, but have not
paid dividends since that date.
Item 6. Selected Financial Data.
The financial statements required by this Item are set forth at the pages
indicated following page 13 of this Report.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation.
General
On October 22, 1998, our United Kingdom based subsidiaries, constituting all of
the assets and operations, were placed into receivership in the UK pursuant to
Section 48 of the Insolvency Act of 1986. This receivership was caused by an
erosion in the business operations of the subsidiaries caused by the
deterioration of the market for its goods and services in the Far East, as well
as the expiration of a major troubled contract for Rolls Royce, whereupon the
new owners of Rolls Royce advised the Company that no further contracts relating
to the completed contract would be forthcoming in the immediate future. This, in
turn, caused management to close operations at the facility in Warwick, England
and caused these entities to incur significant labor and other termination
costs. Following appointment of the receiver, certain of the existing contracts
were completed and the businesses were advertised for sale. On or about November
27, 1998, the manufacturing, plant and machinery sectors of the UK subsidiaries
were sold by the receiver to Group Lotus and the funds maintained by the UK
entities for payment of outstanding indebtedness.
In view of the foregoing, we, having disposed of our United Kingdom assets and
operations, are attempting to clear our liabilities. We owe approximately
$88,000 to professionals and others.
Plan of Business
We had been restructuring ourselves in order to be used as a "public shell" for
a suitable privately-held company with both a business history and operating
assets that has the intention to become public. We believed that a
privately-held company would combine with our "public shell" in either a merger,
consolidation, reorganization, or any other form that would subsequently create
a publicly-held company when the two companies combined. We also believed that
such a combination would create the advantage of ownership in a public company
without the costs or the time that would be incurred when conducting an initial
public offering.
Pursuant to an Agreement and Plan of Reorganization by and between our Company
and the shareholders of theNETdigest.com, Inc. dated May 18, 2000, we acquired
in an exchange of shares all of the capital stock of theNETdigest.com, Inc., a
privately held Internet publishing company formed in January 2000 and based in
Fort Lauderdale, Florida, from the shareholders of NETdigest.
Under the Agreement, we agreed to issue a maximum of 12,250,000 shares of our
common stock in exchange for each and every share of common stock of NETdigest.
As a consequence of this exchange of shares, NETdigest became a wholly-owned
subsidiary of our Company and we plan to change our name to theNETdigest.com,
Inc.
Prior to the transaction, we had 1,700,007 shares of common stock issued and
outstanding. Following the transaction, we have 12,523,185 shares of common
stock issued and outstanding as at May 31, 2000. A copy of the Agreement was
filed as an exhibit to a Form 8-K.
Prior to this acquisition, we had no revenue, no operations and no assets. We
were an inactive corporation and may have remained dormant had we not combined
with another company. We are, however, still unable to predict the
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future financial condition of our Company and we may not be able to satisfy any
liabilities incurred prior to the acquisition of NETdigest.
We can not predict the resulting value of the acquisition of NETdigest as it may
be difficult for the combined companies to afford marketing campaigns, new
developments or the ability to manufacture or provide services. Neither can we
provide any assurance that the combined company will be able to raise additional
equity or debt financing or funding from a third-party if and when the combined
company requires it.
FISCAL YEAR ENDED MAY 31, 2000 ("FISCAL 2000") AS COMPARED TO FISCAL YEAR ENDED
MAY 31, 1999 ("FISCAL 99").
Summary of Operations
Since we had effectively no ongoing business during fiscal 2000, our revenues
for the year were nil compared to revenues from the discontinued UK operations
of $4,225,317 in fiscal 1999. The loss for fiscal 2000, excluding the results of
NETdigest, was $232,273 attributable primarily to writing off goodwill on the
balance sheet pertaining to the prior acquisition of a company that is no longer
operating and to accounting, legal and other administrative expenses relating in
part to the NETdigest acquisition, compared to a loss of $3,723,518 in fiscal
1999.
During the last quarter of fiscal 2000, pursuant to an Agreement and Plan of
Reorganization by and between our Company 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 NETdigest in exchange for each
and every share of the capital stock of NETdigest. As a result of the exchange
of shares, NETdigest became a wholly owned subsidiary of our Company. NETdigest,
which was founded on January 21, 2000, has, since its inception, been engaged in
the development of websites. NETdigest has as yet not generated any revenues.
Its net loss for the year ended May 31, 2000, was $146,681 which consists of
website development costs and general operating and marketing expenses. Our
consolidated loss for fiscal 2000, which included the loss from NETdigest,
amounted to $378,954.
FISCAL YEAR ENDED MAY 31, 1999 ("FISCAL 99") AS COMPARED TO FISCAL YEAR ENDED
MAY 31, 1998 ("FISCAL 98").
Summary of Operations
Our revenues from our discontinued operations for fiscal 1999 were $4,225,317
compared to $25,127,804 in fiscal 1998. The loss for fiscal 1999 was $196,394
compared to $3,723,518 in fiscal 1998.
Due to the receivership and subsequent liquidation of the our UK operating
subsidiaries in October 1998, any further comparisons of financial performance
would, at best, be irrelevant and, at worst, misleading.
Liquidity and Capital Resources
Fiscal 2000 and Fiscal 1999:
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 accounting, legal and other administrative
expenses related mostly to the search for and completion of the business
combination referred to above. 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 our Company, or that it
will survive as a viable entity.
During the last quarter of fiscal 2000, we acquired NETdigest as a wholly owned
subsidiary of our Company. As consideration, we can issue a maximum of
12,250,000 shares of our common stock to the shareholders of NETdigest
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for each and every share of capital stock of NETdigest. We have not issued all
12,250,000 shares at this time. As stated earlier, NETdigest has not yet
generated any revenues and the capital it has raised since its inception went to
cover website development and operating expenses.
Net Operating Losses
Because past losses were largely generated by the UK discontinued operations, it
does not presently appear likely that we will have the availability of
significant loss carry forwards applicable against future U.S. tax liabilities,
if any.
Year 2000 Issues
We reviewed and tested our internal software programs and our computer systems
and determined that there are no significant Year 2000 issues. We have not
experienced any problems with our computer system relating to the
nonrecognition of certain dates in connection with the Year 2000. NETdigest,
our recently acquired business, has not experienced any computer system or
software problems as a result of Year 2000 issues. We do not anticipate any
material disruptions or any material expenses to our business or our recently
acquired business as a consequence of Year 2000 issues.
Item 8. Financial Statements and Supplementary Data.
The financial statements required by this Item are set forth at the pages
indicated following page 13 of this Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Our previous auditors, KPMG (located in Birmingham, England) resigned on
February 19, 1999 following the liquidation of the U.K. subsidiaries. There were
no disagreements with such auditors. Liebman Goldberg & Drogin, LLP, Garden
City, New York were appointed auditors of our Company and have completed audits
for the fiscal years ended May 31, 1999 and May 31, 2000.
Part III
Item 10. Directors and Executive Officers of the Registrant.
During the year ending May 31, 2000 the following individuals served as
executive officers and directors of our Company:
NAME AGE POSITIONS
Adrene Carty 47 President, Chief Executive Officer and Director
Geoffrey Taylor 58 President, Chief Executive Officer and Director
Franz A. Skryanz 62 Secretary, Treasurer and Director
Ira Lavin 81 Director
At May 31, 1999, Adrene Carty, who took office on April 21, 1999, was President,
Chief Executive Officer and the sole director of our Company.
Adrene Carty resigned as President, Chief Executive Officer and director of our
Company on September 7, 1999. On the same date, Geoffrey Taylor was appointed
director and president of our Company.
On October 14, 1999 the following appointments were made:
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Franz Skryanz Secretary, Treasurer and director
Ira Lavin Director
GEOFFREY TAYLOR Age 58, is Chairman of the Board, President and Chief Executive
Officer of our Company. For the past five years, he served as a management
consultant for Geoffrey Taylor & Associates, a management consulting company. He
is an experienced international business man and management consultant, having
worked with many sectors of commerce and industry in the UK and the USA.
FRANZ SKRYANZ Age 62, is Secretary and Treasurer of our Company. From December
1995 to July 1999, he served as Treasurer and Chief Financial Officer of Nyros
Telecom Services, Inc. ("Nyros"), a privately held company with telecom ventures
in Russia. Prior to Nyros, he was active as a private consultant to several
start up businesses. He has extensive experience both as chief corporate
financial officer and as a consultant in all areas of financial management and
corporate administration. He has held senior positions in diverse commercial
environments and is a seasoned financial executive with a broad background in
international business.
IRA LAVIN Age 81 is a director of our Company. For the past five years, he has
served as a private consultant. The former President and CEO of Camelback
Cablevision, he is an acknowledged media expert and, in partnership with Dick
Van Dyke, was responsible for developing the metro Phoenix cable market. He has
also owned and operated radio stations in the Phoenix market. Currently, he is
active in strategic planning in broad marketing activities.
Compliance with Section 16(a) of The Exchange Act.
During the fiscal year ended May 31, 2000, based solely upon an examination of
the public filings, none of our Company's officers and directors filed reports
on Forms 3 and 4.
Item 11. Executive Compensation.
The present directors and executive officers of our Company have not received
any compensation for their services other than common stock of the Company in
the amounts set out as follows:
Geoffrey Taylor 9,375 Common shares
Franz A. Skryanz 9,375 Common shares
Ira Lavin 6,250 Common Shares
At the time these common shares were awarded, the market value of our Company's
common shares was $0.06.
The following Summary Compensation Table shows certain compensation paid by the
Company for services rendered during fiscal years 2000 and 1999 to our Company's
Chief Executive Officer and our most highly compensated executive officers. No
executive officer of our Company received salary and bonus compensation that
exceeded $100,000 in those fiscal years.
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SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Annual Other
Principal Position Year Salary ($) Compensation ($)
-------------------- ---- ---------- ----------------
Adrene Carty (1) 2000 -- -- (2)
Chief Executive Officer, President 1999 -- 780 (3)
and Director
Geoffrey Taylor 2000 -- 560 (4)
Chief Executive Officer, President
and Director
Franz A. Skryanz 2000 -- 560 (5)
Secretary, Treasurer and
Director
(1) From April 21, 1999 until her resignation on September 7, 1999, Adrene
Carty served as the Chief Executive Officer, President and sole director
of our Company.
(2) Ms. Carty did not receive any compensation for her services during the
fiscal year ended 2000.
(3) Represents the approximate market value of 12,500 shares at the time they
were awarded. The shares were awarded during the fiscal year ended 1999.
(4) Represents the approximate market value of 9,375 shares at the time they
were awarded.
(5) Represents the approximate market value of 9,375 shares at the time they
were awarded.
1995 Stock Option Plan
We have a Stock Option Plan. One of the conditions of our Plan is that a holder
of an Option under the Plan is required to exercise that Option within 90 days
of termination of employment. No Options were exercised and there are no Options
currently extant under the Plan. Nor is it our intention to grant any new
Options under this Plan, but it is our intention to substitute a new Stock
Option Plan in the near future.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table of stock ownership and notes thereto relate as of August 24,
2000 to the Common Stock of our Company by (i) each person known to be the
beneficial owner of more than 5% of such voting security, (ii) each director,
(iii) each named executive officer and (iv) all executive officers and directors
as a group. The percentages have been calculated by taking into account all
shares of Common Stock owned on such date as well as all such shares with
respect to which such person has the right to acquire beneficial ownership at
such date or within 60 days thereafter. Unless otherwise indicated, all persons
listed below have sole voting and sole investment power over the shares owned.
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Amount and
Nature of
Beneficial
Name and Address Ownership
of Beneficial Owner of Class (1)(2) Percent
------------------- --------------- -------
New Castle Holdings Ltd. 2,666,667 21.08%
c/o Carr & Associates
2701 West Bush Blvd
Tampa
FL 33618
Steven Adelstein (3) 3,565,000 28.18%
4950 West Prospect Road
Ft. Lauderdale
FL 33309
The Storfer Family Trust 1,333,333 10.54%
KeyWest Swiss Investment
Pilot House 2nd Floor
West Wing
East Bay Street
Nassau, Bahamas
Tammi Adelstein-Shnider 960,000 7.59%
4442 Mahogany Ridge Drive
Weston
FL 33331
Todd Adelstein 960,000 7.59%
1141 SE 7th Court
Apt 303
Dania Beach
FL 33004
Franz A. Skryanz 9,375 0.07%
30 East 81st Street
New York, New York 10028
Geoffrey Taylor 9,375 0.07%
4 Ash Way,
Woolaston,
Gloucestershire GL15 6QA,
England
Ira Lavin 6,250 0.05%
5203 N. 24th Street, #102
Phoenix, AZ 85016
All directors and executive officers
as a group (3 Persons) 25,000 0.20%
(1) Based on a total of 12,648,685 shares of Common Stock issued and
outstanding at August 24, 2000.
(2) All such ownership is direct unless otherwise stated.
(3) Includes 2,125,000 shares owned by A.U.W., Inc., a company which is
controlled by Mr. Adelstein.
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Item 13. Certain Relationships and Related Transactions.
N/A
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.
(a) Documents filed as part of this report:
1. Financial Statements:
Consolidated Financial Statements of CAM Designs Inc. and
Subsidiaries
Independent Auditors' Report
Consolidated Balance Sheets - Years Ended May 31, 2000 and 1999
Consolidated Statements of Operations - Years Ended May 31, 2000
and 1999
Consolidated Statements of Stockholders' Equity (Deficit) - Years
Ended May 31, 2000 and 1999
Consolidated Statement of Cash Flows - Years Ended May 31, 2000 and
1999
Notes to Consolidated Financial Statements - Year Ended May 31,
2000
2. Financial Statement Schedules:
Financial Statement Schedules have been omitted because the
required information is inapplicable or because the information is
presented in the financial statements or related notes.
3. Exhibits and Index:
The following exhibits are filed herewith or are incorporated by
reference to exhibits previously filed with the Commission (* Filed
as exhibits to the Company's Registration Statement on Form SB-2 -
File number 33-92456):
Exhibit No. Description
----------- -----------
3.1 Restated Certificate of Incorporation of the Registrant. *
3.1A Amended Certificate of Incorporation of the Registrant. *
3.2 By-Laws of the Registrant. *
4.1 Form of Warrant Agreement between the Registrant and American
Stock Transfer & Trust Company, including form of Warrant. *
4.2 Specimen Common Stock, Warrant and Unit Certificates. *
10.1 1995 Stock Option Plan. *
10.5 Form of Unit Purchase Option between the Registrant and the
Underwriter. *
11 Statement Re Computation of Per Share Earnings
21 Subsidiary of Registrant
27 Financial Data Schedule.
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(b) The following Report on Form 8-K was filed by the Registrant
during the last fiscal quarter ended May 31, 2000:
- On May 31, 2000 a Form 8-K was filed detailing (i)
Changes in Control of Registrant, and (ii) Acquisition of Assets.
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CAM DESIGNS INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
WITH
INDEPENDENT AUDITORS' REPORT
MAY 31, 2000 AND 1999
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CAM DESIGNS INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
Contents
Independent Auditors' Report 1
Consolidated balance sheets at May 31, 2000 and 1999 2
Consolidated statements of operations for the years ended
May 31, 2000 and 1999 3
Consolidated statements of stockholders' (deficit) for the
years ended May 31, 2000 and 1999 4
Consolidated statements of cash flows for the years ended
May 31, 2000 and 1999 5
Notes to consolidated financial statements for the year ended
May 31, 2000 6 - 16
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Independent Auditors' Report
The Board of Directors
CAM Designs Inc. and Subsidiaries
(A Development Stage Company)
We have audited the accompanying consolidated balance sheet of CAM Designs Inc.
and Subsidiaries (A Development Stage Company) as of May 31, 2000 and 1999 and
the related consolidated statements of operations, stockholders' (deficit), and
cash flows for the years then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CAM Designs Inc. and
Subsidiaries (A Development Stage Company) at May 31, 2000 and 1999, and the
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has a net capital deficiency that raises substantial doubt
about its ability to continue as a going concern. Additionally, the company
became a development stage company upon its merger completion and is presently
not generating cash from operations which raise additional doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
Garden City, New York
August 22, 2000
<PAGE>
CAM DESIGNS INC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
Assets
<TABLE>
<CAPTION>
May 31, 2000 May 31, 1999
------------ ------------
<S> <C> <C>
Current Assets:
Cash in bank $ 1,258 $ 65
----------- -----------
Total current assets 1,258 65
----------- -----------
Capitalized costs 6,187 --
Goodwill, less accumulated amortization -- 46,555
----------- -----------
6,187 46,555
----------- -----------
Total assets $ 7,445 $ 46,620
=========== ===========
Liabilities and Stockholders' Deficit
Current Liabilities:
Trade accounts payable $ 146,677 $ 140,884
Due to related party 25,859 --
Accrued expenses 7,887 15,500
----------- -----------
Total current liabilities 180,423 156,384
----------- -----------
Total liabilities 180,423 156,384
----------- -----------
Stockholders' Deficit
Preferred stock, $.001 par value 1,000,000 shares
authorized -0- shares issued and outstanding -- 1
Common stock, $.001 par value, 19,000,000 shares
authorized 12,523,185 and 330,357 shares issued
and outstanding, respectively. 18,774 2,643
Additional paid-in-capital 6,544,652 6,242,375
Deficit (6,258,737) (5,879,783)
Subscription receivable (2,667) --
Treasury stock: 9,375 common shares at cost (475,000) (475,000)
----------- -----------
Total Stockholders' deficit (172,978) (109,764)
----------- -----------
Total liabilities and Stockholders' deficit $ 7,445 $ 46,620
=========== ===========
</TABLE>
See notes to financial statements.
2
<PAGE>
CAM DESIGNS INC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended May 31,
<TABLE>
<CAPTION>
March 1, 1999
(Development
Stage)
to
2000 1999 May 31, 2000
--------- ----------- -------------
<S> <C> <C> <C>
Net sales $ -- $ 4,225,317
Cost of goods sold -- -- --
--------- ----------- ---------
Gross profit -- 4,225,317 --
Selling, general and
administrative expenses 378,954 4,313,006 378,954
--------- ----------- ---------
Loss before other expenses and
provision for income taxes (378,954) (87,689) (378,954)
--------- ----------- ---------
Other (Income) Expenses
Depreciation and amortization -- 175,480
Interest expense -- 48,114
--------- ----------- ---------
Total other expenses -- 223,594 --
--------- ----------- ---------
Loss before provision for income taxes (378,954) (311,283) (378,954)
Provision for income taxes -- 114,889 --
--------- ----------- ---------
Net (loss) $(378,954) $ (196,394) $(378,954)
========= =========== =========
Basic and diluted weighted average loss per ordinary share
after giving effect to the 1 for 8 stock split, based
on 1,250,509, 330,357 and 1,073,948 shares,
respectively $ (0.30) $ (0.59) $ (0.35)
========= =========== =========
</TABLE>
See notes to financial statements.
3
<PAGE>
CAM DESIGNS INC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
For the year ended May 31, 2000 and 1999
<TABLE>
<CAPTION>
CONVERTIBLE ADDITIONAL CURRENCY
COMMON PREFERRED PAID IN TRANSLATION ACCUMULATED TREASURY
SHARES STOCK STOCK CAPITAL ADJUSTMENT DEFICIT STOCK
------------ --------- -------------- -------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance June 1, 1998 $ 2,643 $ 1 $ 6,242,375 $ 237,283 $ (5,683,389) $ (475,000)
Net loss (196,394)
Effect of write off (237,283)
--------- -------------- -------------- -------------- --------------- -------------
Balance - May 31, 1999 2,642,859 2,643 1 6,242,375 -- (5,879,783) (475,000)
Stock issued for services 4,501,194 4,501 179,398
1 for 8 split (6,251,046)
Stock issued for services 487,000 487 6,333
Shares issued Re:settlement 7,500 8 (8)
Shares for debt 62,500 63 55,134
Exchange of stock 275,000 275 (1) (274)
Rounding fractional shares 11
Shares issued Re: merger 10,798,167 10,798 61,694
Net (loss) for the year (378,954)
------------ --------- -------------- -------------- -------------- --------------- -------------
Balance - May 31, 2000 12,523,185 $18,774 $ -- $ 6,544,652 $ -- $ (6,258,737) $ (475,000)
============ ========= ============== ============== ============== =============== =============
</TABLE>
See notes to financial statements
4
<PAGE>
CAM DESIGNS INC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended May 31,
<TABLE>
<CAPTION>
March 1, 1999
(Development
Stage)
to
2000 1999 May 31, 2000
----------- -------------- ------------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net cash provided by (used in) operating activities $(314,549) $ 441,376 (314,549)
----------- -------------- ----------
Cash Flows from Financing Activities
Proceeds from issuance of ordinary stock 318,409 -- 318,409
Subscription receivable (2,667) -- (2,667)
----------- -------------- ----------
Net cash provided by financing
activities 315,742 -- 315,742
----------- -------------- ----------
Net increase in cash and cash equivalents 1,193 441,376 1,193
Cash and cash equivalents at beginning of year 65 (1,846,708) 65
Writeoff of bank overdraft -- 1,642,680 --
Exchange gain -- (237,283) --
----------- -------------- ----------
Cash and cash equivalents at end of year $ 1,258 $ 65 $ 1,258
=========== ============== ==========
</TABLE>
See notes to financial statements.
5
<PAGE>
CAM DESIGNS INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000
Note 1 - Summary of Significant Accounting Policies
Organization and Description of Business
On May 18, 2000, the Company completed its acquisition of the Net
Digest.Com, Inc., a privately held internet publishing company based in
Florida. The Company issued 10,798,167 common shares to acquire all the
outstanding shares of Net Digest. Net Digest is presently in the
development stage and has not yet begun operations or received any
revenues. It is developing state of the art informational web sites in the
medical and life style fields. The Company has in excess of fifty domain
names registered.
On May 22, 2000, the Company approved the eventual name change from "CAM"
to The Net Digest.Com, Inc.
On September 9, 1994, CAM Designs Inc. was incorporated as MGA Holdings
Inc. The Company name was changed to CAM Designs Inc. ("CAM") on April 18,
1996. CAM was a holding Company and had not engaged in any commercial
operations since incorporation.
On October 4, 1995, MGA Holdings Limited changed its name to CAM Designs
Limited and on July 27, 1995, the shareholders of MGA Holdings Limited
("MGA") surrendered 100% of the issued shares of MGA (63,200 cumulative
convertible participating preference shares of (pound) 1 each, 54,551
ordinary shares of (pound) 1 each) to CAM. As a result, MGA became a
wholly owned subsidiary of CAM. No new basis of accounting was deemed to
have arisen and as such, the difference in book values on acquisition was
charged to additional paid-in capital.
As part of the acquisition of MGA, 785,000 class "B" common shares were
issued to Company management in exchange for their shareholding in MGA and
$2,030,851 in consideration was paid to a corporate stockholder, for its
common stock held in MGA. The consideration was satisfied by $1,602,851 in
cash and (pound) 270,000 promissory notes. The promissory notes were
payable in two installments, without interest, with the first installment
paid on May 31, 1996 and the second installment on May 31, 1997.
CAM Designs Limited (formerly MGA Holdings Limited) and its Subsidiaries
operated three sites in the United Kingdom engaged in the provision of
vehicle design and engineering services to the automotive and aerospace
industries. During recent years, a significant portion of sales were to
customers in the automotive sector. The Company's raw materials are
readily available and the Company was not dependent on a single supplier.
On October 22, 1998, the Company's United Kingdom subsidiaries,
constituting all of its assets and operations, were placed into
receivership. On November 27, 1998 all operating facilities were closed,
certain contracts completed and certain equipment and facilities sold with
payments used to liquidate outstanding indebtedness. All subsidiaries of
the Company were dissolved with as part of the receivership proceedings.
6
<PAGE>
CAM DESIGNS INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000
Note 1 - Summary of Significant Accounting Policies (Continued)
Basis of Consolidation
The consolidated financial statements include the financial statements of
CAM Designs Inc. and its wholly owned subsidiaries prior to their
dissolution. Additionally, the acquisition of Net Digest as a subsidiary
is included. All significant inter-company balances and transactions have
been eliminated on consolidation.
Going Concern
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As a development stage company,
the Company has no revenue from operations and limited financing. The
Company's continued existence is dependent upon its ability to meet its
financing requirements on a continuing basis, and to succeed in its future
operations. The financial statements do not include any adjustments that
might result from this uncertainty. Management is in the process of
finalizing the development of its website and other operating plans.
Additionally, the liquidation of the United Kingdom subsidiaries and
discontinuance of prior business activities raises doubts about the
Company's ability to continue as a going concern.
The Company has relied upon to equity financing from stockholders' and
other sources since inception. Additional equity is planned to be raised
by private placement sales of common stock to new and existing investors
in order to fund continuing development stage activities. The Company
anticipates the filing of a limited offering as well in the near future to
raise additional capital. Subsequent to May 31, 2000, the Company issued
160,000 shares of its common stock for $100,000.
Foreign Currency Translation
All assets and liabilities of operations outside the United States were
translated into US dollars at period end exchange rates and income and
expenses are translated at average rates for the period. Gains and losses
resulting from translation are usually included in the foreign currency
translation adjustment component of stockholders' equity, however, the
severance of the subsidiaries has effected the translation as a cash flow
item only.
Revenue Recognition
Prior to receivership of the foreign subsidiaries, revenues on short-term
contracts were accounted for on the completed contract method and included
in income upon substantial completion or shipment to the customer.
Long-term contracts were valued at cost plus attributable profits less
provisions for future losses where appropriate. Attributable profit is
recognized, where in the opinion of the Company, the outcome of the
contract can be assessed with reasonable certainty and is the difference
between the reported values of work completed in turnover and the costs
for that contract.
7
<PAGE>
CAM DESIGNS INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000
Note 1 - Summary of Significant Accounting Policies (Continued)
Capitalized Costs
Costs directly related to the development and design of websites are
expensed as incurred. These costs may include the utilization of outside
services, content and graphic development, computerization, etc. Once a
website becomes operational, all costs will be charged as normal operating
expenses.
Certain costs incurred to register domain names have been capitalized. It
is managements policy to write these capitalized costs off when it is
determined they have no net realizable value or the domain name is being
developed as a website.
Plant and Machinery
Plant and machinery were stated at cost. Plant and machinery held under
capital leases is stated at the equivalent of the present value of minimum
lease payments.
Depreciation on property, plant and machinery was calculated using the
straight-line method over the estimated useful lives of the assets. Plant
and machinery held under capital leases and leasehold property are
amortized using the straight line method over the shorter of the lease
term or estimated useful life of the asset.
All fixed assets were written off as part of the receivership and
severance of the subsidiaries.
Impairment of Long-Lived Assets - Goodwill
The Company has not completed its evaluation of the adoption of SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of." However, management believes any such effect
will not be material. Goodwill, which represents the excess of purchase
price over fair value of net assets acquired, was amortized on a
straight-line basis over the expected periods to be benefited. The Company
assessed the recoverability of this intangible asset by determining
whether the amortization of the goodwill balance over its remaining life
can be recovered through undiscounted future operating cash flows of the
acquired operation. The amount of goodwill impairment, if any, was
measured based on projected discounted future operating cash flows using a
discount rate reflecting the Company's average cost of funds. Since the
Company entered receivership in 1999, it was determined that goodwill
should be written off.
8
<PAGE>
CAM DESIGNS INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000
Note 1 - Summary of Significant Accounting Policies (Continued)
Income Taxes
Under the asset and liability method of FASB Statement 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities, and their respective tax bases
and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Deferred tax assets are reduced by a
valuation allowance, when in the Company's opinion it is likely that some
portion or all of the deferred tax asset will not be realized.
Pension
The group had a defined contribution pension plan. Total contributions to
the plan during the year ended May 31, 1999 was $102,462. Upon entering
receivership, the plan was terminated and all assets distributed to vested
participants.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist primarily of cash and cash
equivalents. The Company's investment policy is to invest in low risk,
highly liquid investments. The Company has not experienced any losses in
such account and does not believe it is exposed to any significant credit
risk in its cash investment.
Cash and Cash Equivalents
All highly liquid debt instruments with original maturities of three
months or less are considered to be cash equivalents.
Loss Per Common Share
Basic loss per common share is based upon the weighted average number of
common shares outstanding during the year. Diluted earnings (loss) per
common share include the effects of potential dilution that would occur if
securities (such as warrants) or other contracts (such as options) to
issue common stock were exercised or converted into common stock. Such
instruments that are convertible into common stock are excluded from the
computation in periods in which they have an anti-dilutive effect. The
weighted average number of common shares used to calculate loss per common
share during May 31, 2000 and 1999 was 1,250,509 and 330,357,
respectively. Because of the reverse stock split of the Company, the
weighted average number of shares outstanding has been retroactively
restated.
9
<PAGE>
CAM DESIGNS INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000
Note 1 - Summary of Significant Accounting Policies (Continued)
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 balance sheet dates
and the reported amounts of revenues and expenses during the years then
ended. Actual results could differ from those estimates.
Fair Value of Financial Instruments
SFAS No. 107, "Disclosures About Fair Value of Financial Instruments",
requires disclosure of the fair value information, whether or not
recognized in the balance sheet, where it is practicable to estimate that
value. The carrying value of cash, cash equivalents, accounts receivable
and notes payable approximates fair value.
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 provision 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.
10
<PAGE>
CAM DESIGNS INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000
Note 2 - Industry Segment Information
Principal financial data by industry segment is as follows:
Net sales 2000 1999
---- ----
Automotive industry -0- $ 1,955,561
Aerospace industry -0- 496,108
Placement of personnel -0- 1,773,648
----- -----------
Total revenues $ -0- $ 4,225,317
===== ===========
Segment information is provided only for the period in 1999 prior to the
Company entering receivership as discussed in Note 1. Subsequent to that
date, the Company became a development stage company.
Note 3 - Related Party Transactions
A company/shareholder of the Company advanced funds to the Company for
operations. These amounts are non-interest bearing, non-collateralized,
and are payable on demand. As of May 31, 2000, amounts due to this related
company amounted to $25,859.
Note 4 - Income Taxes
No provision for federal or state taxes has been recorded as the Company
has incurred net operating losses. Ay May 31, 2000 the Company has
approximately $ 575,000 of net operating loss carryforwards for federal
income tax purposes available to offset future taxable income. The
carryforwards expire beginning in 2019.
Income tax benefit/(expense) attributable to income consists of:
Net Current Deferred
--- ------- --------
Year ended May 31, 2000 $ 0 $ 0 $ 0
Year ended May 31, 1999 $ 114,889 $ 114,889 $ 0
Income tax expense/(benefit) attributable to loss was $-0- and $(114,889)
for the years ended May 31, 2000 and 1999 respectively and differed from
the amounts computed by applying the statutory United Kingdom rate of 31%
to pre-tax (loss)/income as a result of the following:
Corporate benefit (tax) at United Kingdom 2000 1999
---- ----
Statutory rate $ 0 $114,889
Non-deductible expenses 0 0
Non-deductible expenses in respect of
Prior years 0 0
Taxable losses not recorded 0 0
------ --------
Benefit (Provision) for income taxes $ 0 $114,889
====== ========
Effective rate 0% 0%
====== ========
11
<PAGE>
CAM DESIGNS INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000
Note 4 - Income Taxes (Continued)
The tax effects of temporary differences that gave rise to significant
portions of the deferred tax asset at May 31, 2000 and 1999 are presented
below:
Deferred tax assets relating to: 2000 1999
---- ----
Short-term timing differences $ 0 $ 0
Taxable losses available net of liabilities
for future profits 170,863 0
Valuation allowance (170,863) 0
--------- -------
$ 0 $ 0
========= =======
Note 5- Stockholders' Deficit
The Company has two categories of authorized stock as follows:
Authorized
2000 1999
---- ----
Common stock 19,000,000 9,000,000
Preferred stock 1,000,000 1,000,000
Common stock is subject to any express rights of Preferred Stock. There
are no express rights set out in the constitution, but authority is given
to the Board of Directors to issue Preferred Stock on such rights as they
deem fit. No preferred stock has been issued.
Shareholders are entitled to a preference dividend of $0.05 per share per
annum.
Each share of the Series A Convertible Preferred Stock is convertible into
share of Common Stock based on the following formula:
The issue price of $1,000 of each Preferred Stock (as such value is
increased by an annual premium of 7%) is divided by the then current
conversion price of the Series A Common Stock. The current conversion
price is determined, generally, by reference to 80 percent of the average
of the two lowest sales prices of the Common Stock during the thirty
consecutive trading days immediately preceding the date of determination.
Based on a conversion price of $2.75 per share, the 800 shares issued of
Convertible Preferred Stock would be convertible into approximately
704,000 shares of Common Stock at maturity.
In addition, an additional 250,000 shares of Common Stock are issuable
under the terms of the Certificate of Description in the event of certain
failures of the Company to comply with various provisions. The Company has
reserved 954,000 shares of Common Stock following the issuance of the 800
shares of Convertible Preferred Stock.
12
<PAGE>
CAM DESIGNS INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000
Note 5- Stockholders' Deficit (Continued)
No dividends are payable on the Series A Preferred Stock, and the holders
of the Series A Preferred Stock shall have no voting rights.
All shares of the Preferred Stock shall rank prior to the Common Stock as
to distribution of assets upon liquidation, dissolution or winding up of
the Company, whether voluntary or involuntary.
The Company has the following warrants all of which are held over the
Common Shares of the Company, outstanding as at May 31, 2000:
Number of Warrants Price at which warrants are exercisable
500,000 $3.50
150,000 $4.00
100,000 $6.00
587,500 $8.00
---------
1,337,500
=========
All of the above warrants are exercisable from their immediate date of
issue for an indefinite period.
During the year ended May 31, 2000, CAM issued 5,325,694 common shares to
various parties for services rendered prior to May 31, 2000 at a value of
$234,819. Additionally, Net Digest prior to the merger (and as part of the
10,798,167 shares exchanges) issued 283,333 of its common shares valued at
$7,083 for services rendered. Net Digest as part of its capitalization of
shares outstanding and during the period January 21, 2000 (inception) to
May 31, 2000 issued 8,383,334 shares to its founding shareholders who
still owe $2,667 (original par value) as a stock subscription. This amount
is still collectible. Also, Net Digest issued 2,131,500 shares in a
private placement, receiving net proceeds of $57,025.
On December 20, 1999, CAM's (prior to the Net Digest acquisition), board
of directors approved a 1:8 reverse stock split. The Company's shares
outstanding on December 20, 1999 were 7,144,053 which included 4,501,194
shares issued between June 1, 1999 and December 20, 1999 and 2,642,859
shares outstanding May 31, 1999.
Preferred Stock
The Company authorized the issuance of 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 May 31, 2000, no
shares of preferred stock were outstanding.
13
<PAGE>
CAM DESIGNS INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000
Note 5- Stockholders' Deficit (Continued)
On May 1, 2000, Net Digest 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.
Reverse Stock Split
On December 20, 1999, the Board of Directors authorized a 1 for 8 reverse
stock split of the Company's common stock which became effective prior to
the acquisition of Net Digest. Such reverse stock split has been
retroactively reflected in all share and per share disclosures in the
accompanying financial statements and notes.
Note 6- Stock Option Plan
As at May 31, 2000 there are options outstanding to officers, directors,
and employees covering 418,000 shares of Class A stock issued under the
Company's 1995 Stock Option Plan. Option prices may not be less than 100%
of the fair market value of the Common Stock on the date of grant. 30,000
options have an exercise price of $4,320,000 options have an exercise
price of $5.00, 10,000 options have an exercise price of $7.00, 7,500
options have an exercise price of $7.50 and 50,000 options have an
exercise price of $9.50.
A summary of the status of the Company's fixed stock option plan as of May
31, 2000 and 1999 and changes during the years ended on those dates is
presented below:
1999 1999 1998 1998
Shares Weighted Shares Weighted
average average
exercise price exercise price
Fixed options
Outstanding at beginning
of year 420 $ 5.67 420 $ 5.67
Lapsed (2) 7.50 (2) 7.50
--- ------- --- -------
Outstanding at end of year 418 $ 5.56 418 $ 5.56
=== ======= === =======
Options exercisable at year end 418 418
=== ===
14
<PAGE>
CAM DESIGNS INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000
Note 6- Stock Option Plan (Continued)
The following table summarizes information about fixed stock options
outstanding at May 31, 2000.
Options outstanding Options exercisable
Range of exercise prices Number of Weighted Number Weighted
outstanding average exercisable average
at May 31, exercise at May 31, exercise
1999 price 1999 price
$4 30 $4.00 30 $4.00
$5 320 $5.00 320 $5.00
$7 10 $7.00 10 $7.00
$7.50 8 $7.50 8 $7.50
$9 50 $9.50 50 $9.50
--- ---
418 418
=== ===
Subsequent to May 31, 1999, and as part of the receivership the stock
option plan was terminated.
Note 7- Contingencies
Operating Lease
The Company leases office and production space for Net Digest in Fort
Lauderdale, Florida, pursuant to an operating lease which provides for
fixed monthly rental payments of approximately $1,500 through December
2001. For the period from inception (January 21, 2000) to May 31, 2000,
rent expense amounted to $7,500.
At May 31, 2000 the future minimum annual rental payments under the
non-cancelable operating lease is as follows:
Year
2001 $ 18,000
2002 10,500
---------
$ 28,500
=========
To date, the Company has also utilized office space made available by an
officer of the Company. The officer has not charged the Company rent.
15
<PAGE>
CAM DESIGNS INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000
Note 7- Contingencies (Continued)
Subsequent Events
Subsequent to May 31, 2000, the Company issued 216,000 shares of its
common stock to various parties. The issuance included 56,000 shares for
services rendered in the amount of $ 33,600 and 160,000 shares to
investors who paid $ 100,000.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: August 24, 2000 CAM DESIGNS INC.
By: /s/Geoffrey Taylor
------------------------------------
Geoffrey Taylor
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
Signatures Title Date
---------- ----- ----
/s/Geoffrey Taylor Chairman of the Board,
------------------ President, Chief Executive
Geoffrey Taylor Officer and Director
(Principal Executive Officer) August 24, 2000
/s/Franz Skryanz Chief Financial Officer, Secretary,
------------------ Treasurer and Director (Principal
Franz Skryanz Financial and Accounting Officer) August 24, 2000
/s/Ira Lavin Director August 24, 2000
------------------
Ira Lavin
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