UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

(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]
<PAGE>

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.

To correct certain numerical and other details in Item 8. Financial Statements
and Supplementary Data, Cam Designs Inc. (the "Company" or "We") hereby restates
in its entirety the Financial Statements as provided for after page 13 of our
Company's Form 10-K for the fiscal year ended May 31, 2000, as filed with the
Securities and Exchange Commission on August 30, 2000.


                            [Cover page 2 of 2 pages]
<PAGE>

                        CAM DESIGNS INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                      WITH

                          INDEPENDENT AUDITORS' REPORT

                              MAY 31, 2000 AND 1999
<PAGE>

                        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 - 14
<PAGE>

                          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 had 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 completion of its acquisition of
theNETdigest.com, Inc. (as discussed in Note 1) 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 5,000,000 shares and
       1,000,000 shares authorized as of May 31, 2000
       and 1999, respectively -0- shares issued and
       outstanding                                                     --              1
    Common stock, $.001 par value, 50,000,000 shares
       and 9,000,000 shares as of May 31, 2000 and 1999
       respectively 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' EQUITY

                    For the year ended May 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                COMMON    CONVERTIBLE     ADDITIONAL      CURRENCY      ACCUMULATED      TREASURY
                                                 STOCK     PREFERRED       PAID IN       TRANSLATION     DEFICIT           STOCK
                                 SHARES                      STOCK         CAPITAL       ADJUSTMENT
                              -----------    -----------   -----------    -----------    -----------    -----------    -----------
<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

Reverse stock split, 1 for
  8 shares common stock
  outstanding                  (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             62                       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 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

      CAM Designs, Inc. and Subsidiaries includes the accounts of
      theNETdigest.com, Inc., a recently formed corporation and CAM Designs,
      Inc.

      On May 18, 2000, the Company completed its acquisition of
      theNETdigest.com, Inc. (incorporated January, 2000). CAM issued 10,798,167
      common shares to acquire all the outstanding shares of theNETdigest.com,
      Inc. These shares were issued subsequent to a reverse 1 for 8 stock split
      discussed in Note 5 (Stockholders Deficit). For accounting purposes, the
      acquisition has been treated as a reverse acquisition whereby
      theNETdigest.com, Inc. is treated as the acquirer and CAM as the acquiree.
      Prior to the reverse acquisition, CAM had a deficit (at May 31, 1999) of
      $5,879,783. Reference is made to Note 1 regarding a discussion of "Going
      Concern".

      On May 22, 2000, the Company approved the eventual name change from "CAM"
      to "theNETdigest.com, Inc."

      CAM Designs, Inc. (formerly MGA Holdings, Inc.) has been a holding company
      and had no commercial operations since its inception. CAM Designs, Inc.
      was the parent of CAM Designs Limited (formerly MGA Holdings Ltd.).

      CAM Designs Limited and its Subsidiaries had 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.

      On October 22, 1998, the Company's United Kingdom subsidiaries,
      constituting all of its assets and operations, were placed into
      receivership, and 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 as part of the receivership
      proceedings.

      Both CAM and theNETdigest.com, Inc. are presently development stage
      companies, since operations have not yet begun and no revenues have been
      received. theNETdigest.com, Inc. is developing state of the art
      informational web sites in the medical and life style fields. Also, the
      Company has in excess of fifty domain names registered.

      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 theNETdigest.com, Inc. as a
      subsidiary is included. All significant inter-company balances and
      transactions have been eliminated on consolidation.


                                       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)

      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 revenues from operations and limited financing. The
      Company's continued existence is dependent upon its ability to meet its
      financing requirements on an ongoing 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 relied upon equity financing from stockholders' and other
      sources. Additionally, theNETdigest plans to raise additional equity by
      private placement of common stock to new and existing investors to fund
      continuing development stage activities. The Company anticipates the
      filing of a limited offering as well as, in the near future to raise
      additional capital. Subsequent to May 31, 2000, the Company issued 160,000
      shares of its common stock for $96,000.

      Foreign Currency Translation

      Prior to the dissolution of the foreign subsidiaries, 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.

      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.

      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.


                                       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)

      Pension

      Prior to receivership, the foreign subsidiaries 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.

      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.


                                       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)

      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.
      Currently, no options have been granted. Reference is made to Note 6
      (Stock Option Plan).

      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 - Industry Segment Information

      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.


                                       10
<PAGE>

                        CAM DESIGNS INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  May 31, 2000

Note 2 - Industry Segment Information (Continued)

      Principal financial data by industry segment is as follows:

      Net sales                                                  1999
                                                                 ----
      Automotive industry                                    $ 1,955,561
      Aerospace industry                                         496,108
      Placement of personnel                                   1,773,648
                                                             -----------
      Total revenues                                         $ 4,225,317
                                                             ===========

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. At 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                                50,000,000     9,000,000
      Preferred stock (for 1999 $.05 cents
        preferred dividend)                        5,000,000     1,000,000

      Preferred Stock

      On May 22, 2000, 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.

      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.

      Common Stock

      In January, 2000, the company amended its certificate of incorporation
      increasing the number of authorized common shares to 19,000,000.

      On May 22, 2000, the Company approved an additional increase in the
      authorized common shares to 50,000,000.


                                       12
<PAGE>

                        CAM DESIGNS INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  May 31, 2000

Note 5- Stockholders' Deficit (Continued)

      Warrants

      On May 1, 2000, theNETdigest 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. As of May 31, 2000 no warrants have been exercised. The
      following is a summary table for May 31, 2000 of warrants granted,
      exercised and/or cancelled:

                                                                Weighted Average
                                                                 Exercise Price
      Warrants - outstanding - beginning of year     $      0       $   .00
          Granted                                     360,000           .75
          Exercised                                         0           .00
          Cancelled                                         0           .00
                                                     --------       -------

      Warrants - outstanding - end of year           $360,000       $   .75
                                                     ========       =======

      During the year ended May 31, 2000, CAM issued 1,049,649 common shares to
      various parties for services rendered prior to May 31, 2000 at a value of
      $234,819. Additionally, CAM issued 345,000 common shares as repayment of
      debt, in exchange for preferred stock and for a legal settlement. The
      issuance of these shares represents post stock split issuance as discussed
      below. Additionally, theNETdigest.com, Inc. prior to its acquisition by
      CAM (and as part of the 10,798,167 shares exchanged) issued 283,333 of its
      common shares valued at $7,083 for services rendered. theNETdigest.com,
      Inc. 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,
      theNETdigest.com, Inc. issued 2,131,500 shares in a private placement,
      receiving net proceeds of $57,025.

      On December 20, 1999, CAM's (prior to the theNETdigest.com, Inc.
      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.

      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 theNETdigest.com, Inc.. Such reverse stock split has
      been retroactively reflected in all share and per share disclosures in the
      accompanying financial statements and notes.


                                       13
<PAGE>

                        CAM DESIGNS INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  May 31, 2000

Note 6- Stock Option Plan

      On May 22, 2000, the Company adopted the "2000 Equity Compensation Plan".
      The plan sets aside 2,000,000 shares of its common stock to be granted to
      employees, members of the board and non-employees providing services to
      the company. To date, no options have been granted.

      Subsequent to May 31, 1999, and as part of the receivership, the former
      stock option plan was terminated.

Note 7- Contingencies

      Operating Lease

      The Company leases office and production space for theNETdigest.com, Inc.
      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.

      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 $96,000.


                                       14
<PAGE>

                                     PART I

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date: September 22, 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
Amendment 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)       September 22, 2000


/s/Franz Skryanz        Chief Financial Officer, Secretary,
--------------------    Treasurer and Director (Principal
Franz Skryanz           Financial and Accounting Officer)   September 22, 2000


/s/Ira Lavin
---------------
Ira Lavin               Director                            September 22, 2000


                                       15