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

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended May 31, 2001

                         Commission File Number 1-13886

                             THENETDIGEST.COM, INC.
                 (Name of small business issuer in its charter)

         Delaware                                                 38-2655325
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

            3200 West Oakland Park Blvd., Lauderdale Lakes, FL 33311
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (954) 745-0077
                        --------------------------------
                         (Registrant's telephone number,
                              including area code)

Securities registered under Section 12(b) of the Act: None.

Securities registered under Section 12(g) of the Act:

      -- Common Stock, $.001 par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for 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. |_|

State issuer's revenues for it most recent fiscal year:  $0

As of May 31, 2001, the aggregate market value, based on the average bid and
asked price of the issuer's voting stock, held by non-affiliates was
approximately $1,933,000. 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 March 15, 2002, there were 14,700,000 shares of Common Stock outstanding.

                            [Cover page 1 of 2 pages]
<PAGE>

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]
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page

PART I........................................................................1

    Item 1.  Description of Business..........................................1

    Item 2.  Description of Property..........................................3

    Item 3.  Legal Proceedings................................................3

    Item 4.  Submission of Matters to a Vote of Security Holders..............3

PART II...................................................................... 3

    Item 5.  Market for Common Equity and Related Stockholder Matters.........3

    Item 6.  Management's Discussion and Analysis or Plan of Operation........4

    Item 7.  Financial Statements...................................F-1 to F-15

    Item 8.  Changes In and Disagreements With Accountants on Accounting
                  and Financial Disclosure ...................................8

PART III......................................................................8

    Item 9.  Directors and Executive Officers of the Registrant...............8

    Item 10. Executive Compensation..........................................10

    Item 11. Security Ownership of Certain Beneficial Owners and Management..10

    Item 12. Certain Relationships and Related Transactions..................12

    Item 13. Exhibits and Reports on Form 8-K................................12






















                                       i
<PAGE>
                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

OVERVIEW

         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.

         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 1,725,018 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.

         In September 2001, the members of the Board of Directors of
theNETdigest.com, Inc. deems it to be in its best interest and in the interest
of its shareholders, for the Company to change direction of the Company's
business plan primarily as a result of the challenges of the economic downturn.
In order for the Company to remain in the internet publishing industry, the
Company would have to raise substantial working capital, which is not deemed
feasible by the Board of Directors at this time.





                                        1
<PAGE>

PROPOSED BUSINESS

         The members of the Board of Directors of TheNETdigest.com, Inc. have
deemed it to be in Company's best interest and in the interest of its
shareholders, for the Company to change direction of the Company's business plan
primarily as a result of the challenges of the economic downturn. In order for
the Company to remain in the internet publishing industry, the company would
have to raise substantial working capital, which is not deemed feasible by the
Board of Directors at this time. Our Company currently has no business
operations other than those pertaining to correcting deficiencies in filing
obligations under the Exchange Act and maintenance of our corporate existence.
As soon as our Company has become current in its filing obligations under the
Exchange Act, it plans to either obtain capital required to resume business
operations or to acquire complementary businesses in exchange for shares of our
Company's common stock. However, no assurances can be provided that such
business plan can be attained.

         Prior to the acquisition of theNETdigest.com, Inc., we had no
operations, no revenues, owned no assets, and we had not engaged in any business
activities since October 22, 1998. The business of theNETdigest effectively
became our business, we changed our name to theNETdigest.com, Inc. TheNETdigest
(www.theNETdigest.com), a quality Internet publishing company in the medical and
life style fields, has developed the parent site to in excess of three hundred
(300) web domain sites. TheNETdigest had intended to develop and maintain
state-of-the-art informational web sites for end users on a variety of subject
matter. Its goal was to provide totally comprehensive sites updated weekly for
the most cutting-edge information and the most recent news articles. Each web
site was to have a specific, highly researched subject matter and was to be
geared toward supplying its users with Information and product they need in one
convenient, user-friendly arena. Conventional advertising, including radio and
broadcast, was to support all sites developed. We have in excess of three
hundred (300) domain names registered.

         On February 15, 2001, we acquired 100% of the outstanding stock of
Planet Health, Inc. (Planet) in exchange for 800,000 shares of Company stock
with a fair value of $240,000. Planet is a development stage company and has no
revenues. Planet was engaged in the development, marketing and operation of
specifically formulated vitamins and other products primarily for a focused and
specifically defined groups. We accounted for this acquisition using the
purchase method of accounting and, accordingly, the operating results of Planet
have been included in our consolidated financial statements since the date of
acquisition. We intended to market Planet's products through our varied quality
health and medical related digest web sites that focus on specific illnesses and
conditions.

         In October 2001, the Company effectuated the recission of an Agreement
that resulted in the transfer of certain rights from Physician's Optimal Health
Care Plan ("POHCP") to Planet Health Inc., a whole owned unit of the Company.
Pursuant to a Memorandum of Agreement, all rights and privileges for the use,
advertisement, sale, formulation, or trademark of Vpak51 acquired by the Company
shall revert back to POHCP in exchange for the surrender and return of 890,000
shares of the Company's common stock to the Company.





                                        2
<PAGE>

COMPETITION

         General. The market for informational websites is relatively new,
intensely competitive, rapidly evolving and subject to rapid technological
change as the market is characterized by an increasing number of entrants that
have introduced or developed products and services similar to those offered by
us. Several competitors have longer operating histories, larger established user
bases, greater name recognition, and significantly greater financial, technical,
marketing and public relations resources.

GOVERNMENT REGULATIONS

         We are subject to little governmental regulation other than the
securities laws and regulations applicable to all publicly owned companies and
laws and regulations applicable to businesses generally. Relatively few laws or
regulations are currently directly applicable to access to, or commerce on, the
Internet. Due to the increasing popularity and use of the Internet, it is likely
that a number of laws and regulations may be adopted at the local, state,
national or international levels with respect to the Internet. Any new
legislation could inhibit the growth in use of the Internet and decrease the
acceptance of the Internet as a communications and commercial medium, which
could in turn decrease the demand for our services or otherwise have a material
adverse effect on our future operating performance.

EMPLOYEES

         As of November 30, 2001, we had no full-time employees.

ITEM 2.  DESCRIPTION OF PROPERTY

         Our principal executive offices are located at 3200 West Oakland Park
Blvd., Lauderdale Lakes, FL 33311. Currently, we are not obligated under any
operating lease for our property. NETdigest leases approximately 2,500 square
feet.

ITEM 3.  LEGAL PROCEEDINGS

         There are no pending material legal proceedings against our Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None
                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information.

         During the reporting period, our Company's common stock was traded on
the over-the-counter electronic bulletin board operated by NASD (the "OTC
Bulletin Board"). Bid, offer and transaction report prices for our Company's
common stock were available through the OTC Bulletin Board under the symbol NETD
and NETDE until the October 1, 2001. On October 1, 2001, due to the failure of
our Company to file periodic reports with the Commission on a timely basis, the
NASD precluded brokers or dealers in securities from using the OTC Bulletin
Board to publish quotes for our Company's securities.

                                        3
<PAGE>

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (Continued)

         Because of the lack of readily available quotations and the limited
trading volume frequently associated with over-the-counter securities, there is
a greater risk of market volatility of such securities than for securities
traded on national exchanges. The following over-the-counter quotations reflect
inter-dealer prices, without retail mark-up, mark-down, or commissions, and may
not necessarily represent actual transactions. The range of the reported high
and low bid quotations have been derived primarily from information quoted on
the OTC Bulletin Board and the Electronic Pink Sheets.

The following table sets forth the quarterly high and low bid prices (to the
nearest $0.125) of our Company's common stock for the years ended May 31, 2001
and May 31, 2000.

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 2001:                             High          Low
         ---------------------------------        ------        -------
         6/01/00 - 8/31/00 ...............        $1.25         $0.15
         9/01/00 - 11/30/00 ..............        $0.50         $0.20
         12/01/00 - 2/29/01 ..............        $0.65         $0.15
         3/01/01 - 5/31/01 ...............        $0.38         $0.1875

         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

The closing price per share of our Common Stock on May 31, 2001 was $0.20.

         The number of record holders of our Company's Common Stock was
approximately 120 on August 31, 2001, 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.

         We have never paid cash dividends on our common stock. We intend to
keep future earnings, if any, to finance the expansion of our business. We do
not anticipate that any cash dividends will be paid in the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND PLAN OF OPERATION

PLAN OF OPERATION

         The members of the Board of Directors of TheNETdigest.com, Inc. have
deemed it to be in Company's best interest and in the interest of its
shareholders, for the Company to change direction of the Company's business plan
primarily as a result of the challenges of the economic downturn. In order for
the Company to remain in the internet publishing industry, the Company would
have to raise substantial working capital, which is not deemed feasible by the
Board of Directors at this time.


                                        4
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND PLAN OF OPERATION (Continued)

         Prior to the acquisition of theNETdigest.com, Inc., we had no
operations, no revenues, owned no assets, and we had not engaged in any business
activities since October 22, 1998. The business of theNETdigest effectively
became our business, we changed our name to theNETdigest.com, Inc. TheNETdigest
(www.theNETdigest.com), a quality Internet publishing company in the medical and
life style fields, has developed the parent site to in excess of three hundred
(300) web domain sites. TheNETdigest had intended to develop and maintain
state-of-the-art informational web sites for end users on a variety of subject
matter. Its goal was to provide totally comprehensive sites updated weekly for
the most cutting-edge information and the most recent news articles. Each web
site was to have a specific, highly researched subject matter and was to be
geared toward supplying its users with Information and product they need in one
convenient, user-friendly arena. Conventional advertising, including radio and
broadcast, was to support all sites developed. We have in excess of three
hundred (300) domain names registered.

         On February 15, 2001, we acquired 100% of the outstanding stock of
Planet Health, Inc. (Planet) in exchange for 800,000 shares of Company stock
with a fair value of $240,000. Planet is a development stage company and has no
revenues. Planet was engaged in the development, marketing and operation of
specifically formulated vitamins and other products primarily for a focused and
specifically defined groups. We accounted for this acquisition using the
purchase method of accounting and, accordingly, the operating results of Planet
have been included in our consolidated financial statements since the date of
acquisition. We intended to market Planet's products through our varied quality
health and medical related digest web sites that focus on specific illnesses and
conditions.

         In September 2001, the members of the Board of Directors of
theNETdigest.com Inc. deemed it to be in the Company's best interest and in the
interest of its shareholders, for the Company to change direction of the
Company's business plan primarily as a result of the challenges of the economic
downturn. In order for the Company to remain in the internet publishing
industry, the Company would have to raise substantial working capital, which is
not deemed feasible by the Board of Directors at this time. Our Company
currently has no business operations other than those pertaining to correcting
deficiencies in filing obligations under the Exchange Act and maintenance of our
corporate existence. As soon as our Company has become current in its filing
obligations under the Exchange Act, it plans to either obtain capital required
to resume business operations or to acquire complementary businesses in exchange
for shares of our Company's common stock. However, no assurances can be provided
that such business plan can be attained.

         In September  2001,  TheNETdigest.com,  Inc.  removed Howard Storfer as
Executive Vice President.

         On September 25, 2001  TheNETdigest.com,  Inc. accepted the resignation
of Robert Hussey as Chairman of the Board of Directors.

         On September 30, 2001  TheNETdigest.com,  Inc. accepted the resignation
of Gus Guilbert, Jr. as Corporate Secretary and Director.

         On October 10, 2001 TheNETdigest.com,  Inc. relocated its primary place
of business to Lauderdale Lakes, Florida.

                                        5
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND PLAN OF OPERATION (Continued)

         In October 2001, the Company effectuated the recission of an Agreement
that resulted in the transfer of certain rights from Physician's Optimal Health
Care Plan ("POHCP") to Planet Health Inc., a whole owned unit of the Company.
Pursuant to a Memorandum of Agreement, all rights and privileges for the use,
advertisement, sale, formulation, or trademark of Vpak51 acquired by the Company
shall revert back to POHCP in exchange for the surrender and return of 890,000
shares of the Company's common stock to the Company.

         This report on Form 10-KSB contains forward-looking statements that are
subject to risks and uncertainties, which could cause actual results to differ
materially from those, discussed in the forward-looking statements and from
historical results of operations. Among the risks and uncertainties which could
cause such a difference are those relating to our dependence upon certain key
personnel, our ability to manage our growth, our success in implementing our
business strategy, our success in arranging financing where required, and the
risk of economic and market factors affecting the Company or our customers. Many
of such risk factors are beyond our control.

SUMMARY OF OPERATIONS

         During May 2000, pursuant to an Agreement and Plan of Reorganization by
and between Cam Design, Inc. and the shareholders of theNETdigest.com, Inc., it
was agreed that we may issue a maximum of 12,250,000 shares of our common stock
to the shareholders of theNETdigest in exchange for each and every share of the
capital stock of theNETdigest. As a result of the exchange of shares,
theNETdigest became our wholly owned subsidiary. TheNETdigest, which was founded
on January 21, 2000, has, since its inception, been engaged in the development
of websites. TheNETdigest has as yet not generated any revenues. Its net loss
for the period from inception (January 21, 2000) to May 31, 2001 and for the
year ended May 31, 2001 amounted to $1,117,439 and $970,758, respectively. These
losses consist of website development and maintenance costs, professional fees,
general operating and marketing expenses, and the write-off of goodwill
amounting to $228,264 associated with the acquisition of Planet Health, Inc.

         As a result of the foregoing factors, we incurred losses of $970,758 or
($.07) per share for the year ended May 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

         At May 31, 2001, we had a stockholders' deficit of $385,344. Our
operations and growth have been funded by advances from related parties and the
sale of common stock with gross proceeds of approximately $118,000. These funds
were used for working capital, capital expenditures, and the acquisition of
domain names.

         We have no other material commitments for capital expenditures. We may
not have sufficient liquidity to meet all of our cash requirements for the next
twelve months and that the sale of capital stock and increased marketing efforts
are needed to provide sufficient cash flows to meet our operating needs. We
believe that additional funding will be necessary to expand the website
development efforts.



                                        6
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND PLAN OF OPERATION (Continued)

         Net cash used in operations for the year ended May 31, 2001 was
$167,817 and was primarily attributable to the loss from operations for the year
ended May 31, 2001 of $970,758 offset primarily by non-cash operating expenses
related to the issuance of common stock for services of $309,599, the issuance
of stock options to consultants for $4,637 and the amortization and write off of
goodwill of $232,517. Additionally, accounts payable and accrued expenses
increased by $136,870 during the year ended May 31, 2001.

         Net cash used in investing activities for the year ended May 31, 2001
was $104 as compared to net cash used in investing activities of $6,187 for the
year ended May 31, 2000. In fiscal 2001, cash used by investing activities was
attributable to the registration of domain names and the purchase of computer
equipment of $7,847 offset by cash received from our acquisition amounting to
$7,743. In fiscal 2000, cash used by investing activities was attributable to
the registration of domain names of $6,187.

         Net cash provided by financing activities for year ended May 31, 2001
was $116,787. This was attributable to the sale of common stock. Also during
fiscal 2001, we received proceeds from a related party amounting to $50,000.

         For reasons indicated above, our liquidity is severely restricted and
we have negative working capital. During the reporting period we were able to
raise limited funds to cover ongoing website development and maintenance and
other administrative expenses. We must now seek additional sources of both
temporary and long-term financing to continue in existence and carry out the
Plan of Business outlined above. As noted earlier, there can be no assurance
that such sources of financing will be available for us, or that we will survive
as a viable entity.

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141, Business Combinations, and
No. 142, Goodwill and Other Intangible Assets (the "Statements"). Statement No.
141 is effective for all business combinations initiated after June 30, 2001,
while Statement No. 142 is effective for fiscal years beginning after December
15, 2001. Under the new rules, goodwill and intangible assets deemed to have
indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives. The Company will apply the new
rules on accounting for goodwill and other intangible assets beginning in the
first quarter of 2002. Application of the non-amortization provisions of
Statement No. 142 are not expected to have a material effect on the Company's
financial position or results of operations.

         In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition in Financial
Statements, which was adopted in fiscal 2001. SAB 101 did not have a material
effect on our financial position or results of operations in fiscal 2001.

ITEM 7.  FINANCIAL STATEMENTS

         The financial statements required by this Item are set forth at the
pages indicated F-1 to F-16 of this Report.

                                        7
<PAGE>
















                     THENETDIGEST.COM, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                      WITH

                          INDEPENDENT AUDITORS' REPORT

                              MAY 31, 2001 AND 2000

































<PAGE>
                     THENETDIGEST.COM, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS



                                    Contents

Independent Auditors' Report ....................................    F-2

Consolidated balance sheet at May 31, 2001 ......................    F-3

Consolidated statements of operations for the years ended
    May 31, 2001 and 2000 .......................................    F-4

Consolidated statements of stockholders' (deficit) for the
    years ended May 31, 2001 and 2000 ...........................    F-5

Consolidated statements of cash flows for the years ended
    May 31, 2001 and 2000 .......................................    F-6

Notes to consolidated financial statements for the year ended
    May 31, 2001 ................................................    F-7 to F-16


































                                      F-1
<PAGE>
                          Independent Auditors' Report

The Board of Directors
TheNETdigest.com, Inc. and Subsidiaries
(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of TheNETdigest.com,
Inc. and Subsidiaries (A Development Stage Company) as of May 31, 2001 and the
related consolidated statements of operations, stockholders' (deficit), and cash
flows for the year 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
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 TheNETdigest.com,
Inc. and Subsidiaries (A Development Stage Company) at May 31, 2001, and the
results of their operations and their cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.

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 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.



                                        /s/ Feldman Sherb & Co., PC.
                                        Feldman Sherb & Co., PC
New York, New York
October 5, 2001











                                      F - 2
<PAGE>
                      THENETDIGEST.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                  May 31, 2001



                                     ASSETS

CURRENT ASSETS:
    Cash .........................................................  $       124
    Prepaid Expenses .............................................          216
                                                                    -----------
        Total Current Assets .....................................          340

PROPERTY AND EQUIPMENT (Net of accumulated depreciation of $352) .        1,995

OTHER ASSETS:
    Capitalized Costs (Net of accumulated amortization of $3,900)         7,787
                                                                    -----------
        Total Assets .............................................  $    10,122
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts Payable and Accrued Expenses ........................  $   296,337
    Due to Related Parties .......................................       49,129
                                                                    -----------
        Total Current Liabilities ................................      345,466

NOTES PAYABLE - Related Party ....................................       50,000
                                                                    -----------
        Total Current Liabilities ................................      395,466
                                                                    -----------
STOCKHOLDERS' DEFICIT:
    Preferred Stock ($.001 Par Value; 5,000,000 Shares Authorized;
        No Shares Issued and Outstanding) ........................            -
    Common Stock ($.001 Par Value; 50,000,000 Shares Authorized;
        14,300,000 Shares Issued and Outstanding) ................       14,300
    Additional Paid-in Capital ...................................      717,795
    Accumulated Deficit ..........................................   (1,117,439)
                                                                    -----------
        Total Stockholders' Deficit ..............................     (385,344)
                                                                    -----------
        Total Liabilities and Stockholders' Deficit ..............  $    10,122
                                                                    ===========

          See accompanying notes to consolidated financial statements









                                      F-3
<PAGE>
                      THENETDIGEST.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                  For the             For the Period         For the Period
                                                 Year Ended           from Inception         from Inception
                                                   May 31,          (January 21, 2000)     (January 21, 2000)
                                                    2001             to May 31, 2000        to May 31, 2001
                                                -------------       ------------------     ------------------
<S>                                             <C>                    <C>                    <C>
REVENUES .......................................$          -           $          -           $          -
                                                -------------          ------------           ------------
OPERATING EXPENSES:
   Consulting Fees .............................     147,856                 14,683                162,539
   Marketing ...................................     184,054                 22,856                206,910
   Professional Fees ...........................     177,172                 22,827                199,999
   Rent ........................................      18,000                  7,500                 25,500
   Website Maintenance and Development..........     137,637                 73,927                211,564
   Amortization of Goodwill ....................     228,265                      -                228,265
   Other General and Administrative ............      77,774                  4,888                 82,662
                                                -------------          ------------           ------------
       Total Operating Expenses ................     970,758                146,681              1,117,439
                                                -------------          ------------           ------------
LOSS FROM OPERATIONS ...........................    (970,758)              (146,681)            (1,117,439)

PROVISION FOR INCOME TAXES .....................           -                      -                      -
                                                -------------          ------------           ------------
NET LOSS .......................................$   (970,758)          $   (146,681)          $ (1,117,439)
                                                =============          ============           ============
BASIC AND DILUTED:
   Net Loss Per Common Share: ..................$      (0.07)          $      (0.01)          $      (0.09)
                                                =============          ============           ============
   Weighted Common Shares Outstanding...........  13,347,415             10,246,264             12,528,361
                                                =============          ============           ============
</TABLE>
          See accompanying notes to consolidated financial statements





















                                      F-4
<PAGE>
                      THNETDIGEST.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
        For the Period from Inception (January 21, 2000) to May 31, 2000
                       and for the Year Ended May 31, 2001
<TABLE>
<CAPTION>
                            Preferred Stock        Common Stock
                               $.001 Par            $.001 Par           Additional                                     Total
                            ---------------   -----------------------    Paid-in     Accumulated    Subscriptions   Stockholders'
                            Shares   Amount     Shares       Amount      Capital       Deficit       Receivable        Deficit
                            ------   ------   ----------   ----------   ----------   ------------   -------------   -------------
<S>                         <C>      <C>      <C>          <C>          <C>          <C>            <C>             <C>
Balance at Inception
(January 21, 2000) .........    -    $   -     1,725,018   $    1,725   $       -    $         -    $          -   $       1,725

Shares Issued in Connection
with Recapitalization ......    -        -    10,791,667       10,791     (40,046)             -          (2,667)        (31,922)

Shares Issued in Connection
with Private Placement .....    -        -         6,500            7       3,893              -               -           3,900

Net Loss for the Period from
Inception (January 21, 2000)
to May 31, 2000 ............    -        -             -            -           -       (146,681)              -        (146,681)
                            ------   ------   ----------   ----------   ----------   ------------   -------------   -------------

Balance at May 31, 2000 ....    -        -    12,523,185       12,523     (36,153)      (146,681)         (2,667)       (172,978)

Shares Issued in Exchange
for Services ...............    -        -       786,615          787     396,181              -               -         396,968

Shares Issued in Connection
with Private Placement .....    -        -       190,200          190     113,930              -           2,667         116,787

Shares Issued in Connection
with Acquisition ...........    -        -       800,000          800     239,200              -               -         240,000

Stock Options Issued to
Consultants ................    -        -            -             -       4,637              -               -           4,637

Net Loss for the Year
Ended May 31, 2001 .........    -        -            -             -           -       (970,758)              -        (970,758)
                            ------   ------   ----------   ----------   ----------   ------------   -------------   -------------
Balance at May 31, 2001 ....    -    $   -    14,300,000   $   14,300   $ 717,795    $(1,117,439)   $          -    $   (385,344)
                            ======   ======   ==========   ==========   ==========   ============   =============   =============
</TABLE>
          See accompanying notes to consolidated financial statements











                                      F-5
<PAGE>
                      THENETDIGEST.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                         For the Year    For the Period from    For the Period from
                                                            Ended             Inception             Inception
                                                           May 31,       (January 21, 2000)     (January 21, 2000)
                                                             2001          to May 31, 2000        to May 31, 2001
                                                         ------------    -------------------    -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                       <C>                <C>                    <C>
    Net Loss ..........................................   $(970,758)         $(146,681)             $(1,117,439)

    Adjustments to Reconcile Net Loss to Net Cash Flows
        Used in Operating Activities:
           Depreciation and Amortization ..............     232,517                  -                  232,517
           Common Stock Issued for Services ...........     396,968                  -                  396,968
           Stock Options Issued to Consultants ........       4,637                  -                    4,637

           (Increase) Decrease in:
              Prepaid Expenses ........................       8,679                  -                    8,679

           Increase (Decrease) in:
              Accounts Payable and Accrued Expenses ...     136,870            124,367                  261,237
              Due to Related Parties ..................      23,270             25,859                   49,129
                                                          ----------         ----------             ------------
Net Cash Flows Used in Operating Activities ...........    (167,817)             3,545                 (164,272)
                                                          ----------         ----------             ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Cash Received from Acquisition ....................       7,743                  -                    7,743
    Purchase of Property and Equipment ................      (2,347)                 -                   (2,347)
    Increase in Capitalized Costs .....................      (5,500)            (6,187)                 (11,687)
                                                          ----------         ----------             ------------
Net Cash Flows Used in Investing Activities ...........        (104)            (6,187)                  (6,291)
                                                          ----------         ----------             ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from Notes Payable - Related Party .......      50,000                  -                   50,000
    Proceeds from Sale of Common Stock ................     116,787              3,900                  120,687
                                                          ----------         ----------             ------------
Net Cash Flows Provided by Financing Activities .......     166,787              3,900                  170,687
                                                          ----------         ----------             ------------
Net Increase (Decrease) in Cash .......................      (1,134)             1,258                      124

Cash - Beginning of Period ............................       1,258                  -                        -
                                                          ----------         ----------             ------------
Cash - End of Period ..................................   $     124          $   1,258              $       124
                                                          ==========         ==========             ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:
   Interest ...........................................   $       -          $       -              $         -
                                                          ==========         ==========             ============
   Income Taxes .......................................   $       -          $       -              $         -
                                                          ==========         ==========             ============

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Details of Acquisition:
   Fair value of assets ...............................   $  24,381          $       -              $    24,381
    Liabilities assumed ...............................      (4,902)                 -                   (4,903)
    Common Stock Issued ...............................    (240,000)                 -                  (11,735)
                                                          ----------         ----------             ------------
                                                           (220,521)                 -                    7,743
    Less: cash acquired ...............................      (7,743)                 -                   (7,743)
                                                          ----------         ----------             ------------
   Goodwill ...........................................   $(228,264)         $       -              $         -
                                                          ==========         ==========             ============
</TABLE>
          See accompanying notes to consolidated financial statements

                                      F-6
<PAGE>
                      THENETDIGEST.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

TheNETdigest.com, Inc. (the "Company") was incorporated on September 9, 1994 in
the State of Delaware as Cam Design, Inc. ("Cam"). On October 4, 1995, MGA
Holdings Limited changed its name to CAM Designs Limited.

On May 18, 2000, the board of directors of Cam voted to acquire 100% of the
outstanding shares of theNETdigest.com, Inc., a Florida corporation, in exchange
for the issuance of up to 12,250,000 shares of its common stock. As a result of
the exchange of stock, the former stockholders of theNETdigest.com, Inc. owned
10,791,667 common shares or 86.2% after the recapitalization of Cam.
Accordingly, this transaction has been treated, for financial reporting
purposes, as a reverse acquisition in which theNETdigest.com, Inc. was
recapitalized by providing 1,725,018 shares of Cam Design, Inc.'s common stock
to Cam's existing stockholders. The stockholders' equity section reflects the
change in the capital structure due to the reverse acquisition.

On May 22, 2000, Cam approved a corporate name change to theNETdigest.com, Inc.
The Company is in the development stage.

Basis of Consolidation

The consolidated financial statements include the financial statements of
theNETdigest.com, Inc. and its wholly owned subsidiary, Planet Health, Inc. All
significant inter-company balances and transactions have been eliminated on
consolidation.

Reclassification

Certain reclassifications have been made to prior year amounts in order for them
to conform to current year amounts.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts payable, and notes
payable approximate fair value due to the short-term maturities of these
instruments.

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.




                                      F - 7
<PAGE>
                      THENETDIGEST.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Going Concern

The accompanying consolidated 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.
Currently, the Company has no business operations, has recurring losses, had a
working capital deficiency of $345,126 and an accumulated deficit of $1,117,439
at May 31, 2001. The Company currently has no day-to-day business operations
other than those pertaining to the maintenance of our corporate existence and
the filing of reports required by the Commission. 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 consolidated
financial statements do not include any adjustments that might result from this
uncertainty.

The Company has relied upon equity financing from stockholders' and other
sources since inception. The Company is planning on raising capital by private
placement sale of common stock to new and existing investors in order to fund
continuing development stage activities or to acquire operating businesses.
There can be no assurance that the Company's efforts will be successful.

Cash and Cash Equivalents

All highly liquid debt instruments with original maturities of three months or
less are considered to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost. Depreciation on property and
equipment was calculated using the straight-line method over the estimated
useful lives of the assets. Property and equipment 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. Expenditures for major
renewals and betterments that extend the useful lives of property and equipment
are capitalized. Expenditures for maintenance and repairs are charged to expense
as incurred.

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.







                                      F - 8
<PAGE>
                      THENETDIGEST.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of Long-Lived Assets - Goodwill

The Company has 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, is measured based on projected discounted future operating
cash flows using a discount rate reflecting the Company's average cost of funds.
As of May 31, 2001, the Company determined that its goodwill was impaired and,
accordingly wrote off goodwill. For the year ended May 31, 2001, amortization of
goodwill amounted to $228,264.

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.

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, 2001 and 2000 was 13,347,415
and 10,246,264, respectively. Because of the reverse stock split of the Company,
the weighted average number of shares outstanding has been retroactively
restated.




                                      F - 9
<PAGE>
                      THENETDIGEST.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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.

Recent Pronouncements

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives. The Company will apply the new
rules on accounting for goodwill and other intangible assets beginning in the
first quarter of 2002. Application of the non-amortization provisions of the
Statement not expected to have a material effect on the Company's financial
position or operations.

Statement No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets" supercedes Statement No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121").
Though it retains the basic requirements of SFAS 121 regarding when and how to
measure an impairment loss, SFAS 144 provides additional implementation
guidance. SFAS 144 excludes goodwill and intangibles not being amortized among
other exclusions. SFAS 144 also supercedes the provisions of APB 30, "Reporting
the Results of Operations", pertaining to discontinued operations. Separate
reporting of a discontinued operation is still required, but SFAS 144 expands
the presentation to include a component of an entity, rather than strictly a
business segment as defined in SFAS 131, Disclosures about Segments of an
Enterprise and Related Information.




                                     F - 10
<PAGE>
                      THENETDIGEST.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001


NOTE 2 - CAPITALIZED COSTS

At May 31, 2001, capitalized costs consisted of the following the capitalization
of domain name registration amounting to $11,687. For the year ended May 31,
2001, amortization expense amounted to $3,900.

NOTE 3 - ACQUISITION

On February 15 2001, the Company acquired 100% of the outstanding stock of
Planet Health, Inc. (Planet) in exchange for 800,000 shares of Company stock
with a fair value of $240,000. Planet, a development stage company, has no
revenues. Planet is engaged in the development, marketing and operation of
specifically formulated vitamins and other products primarily for a focused and
specifically defined groups. The Company accounted for this acquisition using
the purchase method of accounting and, accordingly, the operating results of
Planet have been included in the Company's consolidated financial statements
since the date of acquisition. The purchase price exceeded the fair value of net
liabilities assumed by $228,264. The excess has been applied to goodwill and was
being amortized on a straight-line basis over 10 years. As of May 31, 2001, the
Company determined that its goodwill was impaired and, accordingly wrote off
goodwill. For the year ended May 31, 2001, amortization of goodwill amounted to
$228,264.

NOTE 4 - NOTES PAYABLE - RELATED PARTY

The Company borrowed $50,000 from a company related through common ownership.
The note is payable on November 30, 2002 and bears interest at 9.6% per annum.

NOTE 5 - INCOME TAXES

No provision for federal or state taxes has been recorded as the Company has
incurred net operating losses. At May 31, 2001 the Company has approximately
$490,000 of net operating loss carryforwards for federal income tax purposes
available to offset future taxable income. The carryforwards expire beginning in
2020.

The provision (benefit) for income taxes differs from the amounts computed by
applying the statutory federal income tax rate to income (loss) before provision
for income taxes is as follows:

                                               2001          2000
                                            ----------     ---------

Tax benefit computed at statutory rates     $(374,000)     $(57,000)
Permanent differences .................       242,000             -
Income tax benefit not utilized .......       132,000        57,000
                                            ----------     ---------
Net income tax benefit ................     $       -      $      -
                                            ==========     =========



                                      F- 11
<PAGE>
                      THENETDIGEST.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001


NOTE 5 - INCOME TAXES (Continued)

The components of the deferred tax asset as of May 31, 2001are as follows:

         Deferred Tax Asset:
           Net Operating Loss Carry forward   $ 189,000

           Less:  Valuation Allowance .....    (189,000)
                                              ----------
           Net Deferred Tax ...............   $       -
                                              ==========

NOTE 6 - RELATED PARTY TRANSACTIONS

A 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, 2001, amounts due to this related company amounted to $49,129.

NOTE 7 - STOCKHOLDERS' EQUITY

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, 2001, no shares of preferred stock
were outstanding.

2000 Equity Compensation Plan

During May 2000, the Company adopted and implemented the "2000 Equity
Compensation Plan" and reserved up to two (2) million common shares for issuance
hereunder. On November 10, 2000, options totaling 600,000 common shares have
been issued under this plan. The options are exercisable at $1.00 per common
share in annual installments of 200,000 common shares commencing on November 10,
2000. The options expire on November 10, 2006.

Warrants and Options

On May 1, 2000, the Company granted warrants to three directors to acquire an
aggregate of 360,000 restricted shares of common stock at an exercise price of
$.75 per share. . The options become exercisable in three annual installments of
120,000 shares beginning on May 1, 2000, and expire on April 30, 2006.

The exercise prices of all options and warrants granted by the Company is
greater than the market price at the dates of grant. No compensation expense has
been recognized. Had compensation cost for the warrants been determined based on
the fair value of the options at the grant dates consistent with the method of
SFAS 123, "Accounting for Stock Based Compensation", the Company's net loss and
loss per share would have been changed to the pro forma amounts indicated below
for the periods ended May 31, 2001 and 2000:

                                      F -12
<PAGE>
                      THENETDIGEST.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001

NOTE 7 - STOCKHOLDERS' EQUITY (Continued)

Warrants and Options - Continued

                                Fiscal 2001    Fiscal 2000
                                -----------    -----------
         Net loss
             As reported ....   $ (966,121)    $ (146,681)
             Pro forma ......   $ (982,951)    $ (212,561)

         Basic loss per share
             As reported ....   $     (.07)    $     (.01)
             Pro forma ......   $     (.07)    $     (.02)

The above pro forma disclosures may not be representative of the effects on
reported net earnings for future years as options vest over several years and
the Company may continue to grant options to employees.

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in fiscal 2001: dividend yield of -0- percent;
expected volatility ranging of 50 percent; risk-free interest rate of 5.00
percent and an expected holding periods of 3 to five years.

A summary of the status of the Company's outstanding stock options and warrants
as of May 31, 2001 and 2000 and changes during the year ending on that date is
as follows:

                                                                 Weighted
                                                                 Average
                                                                 Exercise
                                                   Shares         Price
                                                   -------       --------
Outstanding at Inception (January 21, 2000)              -         $   -
 Granted ..................................        360,000          0.75
 Exercised ................................              -             -
 Forfeited ................................              -             -
                                                   -------         -----
Outstanding at May 31, 2000 ...............        360,000         $0.75
 Granted ..................................        600,000          1.00
 Exercised ................................              -             -
 Forfeited ................................              -             -
                                                   -------         -----

Outstanding at May 31, 2001 ...............        960,000         $0.90
                                                   =======         =====

Options exercisable at end of year ........        440,000         $0.86
                                                   =======         =====




                                      F- 13
<PAGE>
                      THENETDIGEST.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001


NOTE 7 - STOCKHOLDERS' EQUITY (Continued)

Common Stock

On May 23, 2000, the Company issued 6,500 shares of common stock at a price of
$.60 per share for net proceeds of $3,900.

During the year ended May 31, 2001, the Company issued 190,200 shares of common
stock at a price of $.60 per share for net proceeds of $114,120.

During the year ended May 2001, the Company issued 536,615 shares of common
stock at a price of $.60 per share for professional services rendered. These
shares were valued at $.60 per share or $321,968, the approximate fair values.
The fair value of shares issued for services rendered were charged to
operations.

During the year ended May 2001, the Company issued 250,000 shares of common
stock for professional services rendered. These shares were valued at $.30 per
share or $75,000, the approximate fair values. The fair value of shares issued
for services rendered were charged to operations.

On February 15, 2001, the Company acquired 100% of Planet Health, Inc. in
exchange for 800,000 restricted shares of common stock. These shares were valued
at a fair value of $.30 per share.


NOTE 8 - COMMITMENTS

Operating Lease

The Company leased office and production space from a company related through
common ownership, in Fort Lauderdale, Florida pursuant to an operating lease.
The lease generally provides for fixed monthly rental payments of approximately
$1,500 through May 2001 and $4,500 per month from June 2001 to May 31, 2003. For
the year ended May 31, 2001 and for the period from inception (January 21, 2000)
to May 31, 2000, rent expense amounted to $18,000 and $7,500, respectively.

At May 31, 2001, the future minimum annual rental payments under the
non-cancelable operating lease is as follows:

                   Year
                   ----
                   2002        $ 54,000
                   2003          54,000
                               --------
                  Total        $108,000
                               ========





                                      F- 14
<PAGE>
                      THENETDIGEST.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001


NOTE 9 - SUBSEQUENT EVENTS

In August 2001, the Company issued 400,000 common shares in exchange for debt
amounting to $100,000.

In October 2001, the Company effectuated the recission of an Agreement that
resulted in the transfer of certain rights from Physician's Optimal Health Care
Plan ("POHCP") to Planet Health Inc., a whole owned unit of the Company.
Pursuant to a Memorandum of Agreement, all rights and privileges for the use,
advertisement, sale, formulation, or trademark of Vpak51 acquired by the Company
shall revert back to POHCP in exchange for the surrender and return of 890,000
shares of the Company's common stock to the Company.








































                                      F- 15
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

         On September 15, 2001, we approved the dismissal of Liebman Goldberg &
Drogin LLP ("LGD") as our independent accountants and auditors of record for the
financial statements as of and for the year ended May 31, 2001. The company did
not have any disagreements with LGD that were not resolved pertaining to
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         During the year ending May 31, 2001 the following individuals served as
executive officers and directors of our Company:

NAME                   AGE     POSITIONS

Steven Adelstein       54      President and Director
Howard Storfer         45      Executive Vice President and Director
Gus Guilbert, Jr.      41      Secretary, Treasurer and Director
Geoffrey Taylor        59      Director
Franz Skryanz          63      Director
Robert Hussey          53      Chairman of the Board

In September 2001, we removed Howard Storfer as Executive Vice President.

On September 25, 2001, we accepted the resignation of Robert Hussey as Chairman
of the Board of Directors.

On September 30, 2001, we accepted the resignation of Gus Guilbert, Jr. as
Corporate Secretary and Director.

STEVEN ADELSTEIN Age 54, Co-founder, President, Director and Shareholder. Mr.
Adelstein has the primary responsibility for the overall corporate management
and operations. Mr. Adelstein is also responsible for the identification of
target markets and the development and implementation of the Web sites. As a
graduate of University of South Florida, and currently a non-practicing
Certified Public Accountant, Mr. Adelstein during the previous 5 years founded
in May 1995 Realm Production and Entertainment, Inc., (currently known as
emailthatpays.com (EMTP) a publicly traded company) until October 1999, whereby
Mr. Adelstein became Chairman of the Board and President of VidKid Distribution,
Inc. (VidKid), currently in the process of becoming a publicly held corporation.
VidKid was a spin off of the entertainment assets (including but not limited to
the 130 episodes of "Howdy Doody", majority owner of a television editing
facility and 3D computer animation division) of its parent company (EMTP). Mr.
Adelstein has been involved in a variety of entrepreneurial ventures for several
years.

GUS GUILBERT, JR. Age 41, Corporate Secretary, Treasurer, Director and
Shareholder. After attending the University of Central Florida, Mr. Guilbert
obtained his Audio Engineering License and became the Music Producer for Miami
based Video Publishing Group (VPG), where he scored and edited music for video
and film. With the advent of the Internet, Mr. Guilbert turned his audio and
video expertise to media streaming and real time corporate presentations. Mr.
Guilbert is presently President of Uptown Studios, a major audio, video,
animation and postproduction facility that works with the company to produce and
create its audio and video presentations.

                                        8
<PAGE>

Dr. HOWARD STORFER Age 45, Co-founder, Executive Vice President and Director.
Dr. Storfer advises the Company on all matters related to strategic planning for
corporate development and marketing strategies. Dr. Storfer has long been
considered an innovator in Internet and Intranet technology. Dr. Storfer was
instrumental in bringing long distance Internet telephone service to Latin
America while the international coordinator for the Interworld Computer
Technologies/Innomedia "Infotalk" project. Dr. Storfer's distinguished career
has included the position of Vice President of Global Marketing for U.S.
Computer Corporation, which represented Hewlett Packard Products and Services
internationally and most recently Vice President and Chief Operating Officer of
Dynamic Imaging Group, a fabricator and distributor of display systems and large
format imaging having distribution worldwide. Dr. Storfer is a member of the
Broward Community College faculty Business Administration Department where he
teaches an E-Commerce Program that he co-authored. He received his Bachelor of
Science degree in Marketing from New York Institute of Technology, a Master of
Business Administration in International Marketing from the Fort Lauderdale
College School of Business at Florida Metropolitan University and his Doctor of
Philosophy degree in Business Administration from Columbia State University.

GEOFFREY TAYLOR Age 59, Director. Mr. Taylor is an experienced UK based British
management consultant with considerable international experience. He has worked
with companies, often start-ups, in diverse fields including biotechnology, IT,
computer software marketing, graphic arts, financial services and supermarket
retailing. A capable communicator and an accomplished negotiator, he combines an
international perspective with strong marketing and administrative capabilities
and proven organizational skills. Financially numerate, he has a good working
knowledge of investment banking, commercial practice, corporate finance, banking
and the international capital markets and venture capital markets of the USA and
UK. In the course of his work he has implemented assignments in the USA, the Far
East, France, Switzerland and the UK carrying out detailed analyses of companies
to determine new corporate strategies and marketing plans, defining existing
management strengths and deficiencies, writing business plans and financial
projections, structuring equity and debt financings, preparing appropriate
memoranda and legal documentation.

FRANZ SKRYANZ Age 63, Director. From December 1995 to July 1999, Mr. Skryanz
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.

ROBERT HUSSEY Age 53, Chairman of the Board. Mr. Hussey was President and CEO of
MetroVision of North America, Inc., a niche cable television company, from
February 1991 until April 1997, when it merged with York Hannover Health Care,
Inc. Mr. Hussey is a director of IVEX Corporation, Digital Data, Inc. and Nur
Macroprinters Ltd., as well as on the board of advisors for the Kaufmann Fund,
Argentum Capital Partners, I and II, and Josephthal & Company, Inc. Mr. Hussey
received an M.B.A. from George Washington University.

Compliance with Section 16(a) of The Exchange Act.

During the fiscal year ended May 31, 2001, based solely upon an examination of
the public filings the Company's officers and directors filed reports on Form 4.

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<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The following Summary Compensation Table shows certain compensation
paid by the Company for services rendered during fiscal years 2001 and 2000 to
our Company's President, Executive Vice President and Secretary, Treasurer.

                           SUMMARY COMPENSATION TABLE

                            Annual Compensation
                            -------------------
Name and                             Annual             Other
Principal Position           Year    Salary ($)    Compensation ($)
--------------------        ------  -----------    ----------------
Steven Adelstein(1)          2001          0           11,000(3)
President and Director       2000          0                0

Howard Storfer(1)            2001          0           11,000(3)
Executive Vice President     2000          0                0
and Director

Gus Guilbert, Jr.(2)         2001          0           11,000(3)
Secretary, Treasurer and     2000          0                0
Director
----------
Note (1): Commencing fiscal year 2002 (June 1, 2001) annual salary is $60,000
Note (2): Commencing fiscal year 2002 (June 1, 2001) annual salary is $30,000
Note (3): Board of Directors fees

2000 Equity Compensation Plan

         During May 2000 we adopted and implemented the "2000 Equity
Compensation Plan" and reserved up to 2,000,000 common shares for issuance
hereunder. At December 25, 2001 options totaling 600,000 common shares have been
issued under this plan at $1.00 per common share in annual installments of
200,000 common shares commencing on November 10, 2000. The options expire on
November 10, 2006.

Warrants

         In May 2000, we 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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table of stock ownership and notes thereto relate as of
March 14, 2002 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.

                                       10
<PAGE>
                                    Amount and Nature of
Name and Address                    Beneficial Ownership
of Beneficial Owner                 of Class (1)(2)                      Percent
-------------------                 --------------------                 -------
Steven Adelstein (1)                     3,540,000                        24.1%
4950 West Prospect Road
Ft. Lauderdale, FL 33309

Howard Storfer (2)                       1,603,333                        10.9%
4950 West Prospect Road
Ft. Lauderdale, FL 33309

Gus Guilbert, Jr. (3)                      553,372                         3.8%
4950 West Prospect Road
Ft. Lauderdale, FL 33309

Robert Hussey (4)                           47,122                         0.3%
424 Madison Avenue
New York, NY 10017

Tammi Adelstein-Shnider                  1,075,454                         7.3%
4442 Mahogany Ridge Drive
Weston, FL 33331

Todd Adelstein                           1,219,204                         8.3%
1141 SE 7th Court
Apt 303
Dania Beach, FL 33004

Franz A. Skryanz (5)                         9,375                         0.1%
30 East 81st Street
New York, NY 10028

Geoffrey Taylor (6)                          9,375                         0.1%
4 Ash Way, Woolaston,
Gloucestershire GL15 6QA,
England

New Castle Holdings Ltd.                   985,667                         6.7%
c/o Carr & Associates
2701 West Bush Blvd
Tampa, FL 33618

All directors and executive
officers as a group (5 Persons)          5,762,577                        39.2%

--------------
(1) Includes 2,700,000 common shares held by A.U.W., Inc. Does not include
    options and warrants for 190,000 common shares.
(2) Includes 1,603,333 common shares held by The Storfer Family Trust, Key West
    Swiss Investment, Pilot House 2nd Floor, West Wing, East Bay Street, Nassau,
    Bahamas. Does not include options and warrants for 190,000 common shares.
(3) Includes 35,000 common shares held by Tenor Guilbert (Mr. Guilbert's Son).
    Does not include options for 52,500 common shares.
(4) Does not include options for 280,000 common shares.
(5) Does not include options for 20,000 common shares.
(6) Does not include options for 20,000 common shares.

                                       11
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED 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, 2001, amounts due to this related company
amounted to $49,129.

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a)      Documents filed as part of this report:

         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. *


(b)      The following Reports on Form 8-K were filed by the Registrant during
         the fiscal year ended May 31, 2001:

         - On November 16, 2000 a Form 8-K was filed detailing (i)Change in name
         to TheNETdigest.com, Inc., (ii) Increase in the number of authorized
         Common Stock to fifty million (50,000,000) and the number of Preferred
         Stock to five million(5,000,000), both with a par value of $0.001 per
         share. The new CUSIP number for the Common Stock is 88 336 N 109 and
         the new stock symbol is NETD.

         - On March 12, 2001 a Form 8-K was filed detailing the Acquisition of
         Planet Health, Inc.







                                       12
<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: March 22, 2002                    THENETDIGEST.COM, INC.


                                        By: /s/Steven Adelstein
                                            -------------------
                                            Steven Adelstein
                                            President

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/Steven Adelstein        President and Director        March 22, 2002
----------------------
Steven Adelstein


































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