UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
333-65319
(Commission file number)
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
(Exact name of registrant as specified in its charter)
UTAH 736104 87-0562244
---- ------ ----------
(State or other (Primary Standard (IRS Employer Classifi-
jurisdiction of Industrial ID number) cation Code Number)
incorporation or
organization)
5295 SOUTH COMMERCE DRIVE, SUITE 300, SALT LAKE CITY, UTAH 84107
(Address of principal executive offices)
(801) 268-3232
(Registrant's telephone number)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
On December 22, 1999, the registrant's Board of Directors voted to engage
the firm of Hansen, Barnett & Maxwell, certified public accountants, a
professional corporation, to audit the consolidated balance sheet of the
registrant as of December 31, 1999, together with the related statements of
operations, stockholders' equity, and cash flows for the year then ended. This
engagement also includes the review of quarterly financial statements during the
year 2000, and preparation of tax returns for the fiscal year ended December 31,
1999.
The accounting firm engaged by the registrant for 1998 and 1999 to date,
David T. Thomson, P.C. was dismissed on December 22, 1999, with an expression of
appreciation by the registrant's Board of Directors, for the reason that
registrant's growth and the nature of its financial records has made it
increasingly difficult for this small firm to conduct audits within the time
limits specified by the Securities Exchange Act of 1934.
There have been no disagreements with the former accountant on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
Audit reports issued by the former firm expressed doubt about the Company's
ability to continue as a going concern. The engagement letter with the new firm
states that "based on discussions with management and our preliminary review of
the Company's financial position, it is likely that our report will contain an
explanatory paragraph regarding the contingency that the Company may be unable
to continue as a going concern."
Item 7. Financial Statements and Exhibits
Appended hereto as Exhibit 99.5 is a letter from the registrant's former
accountant, in which the accounting firm concurs with the response to Item 4
above.
Signatures
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
The Murdock Group Career Satisfaction Corporation
Dated this 23nd day of December, 1999
By /s/KC Holmes
------------
KC Holmes, CEO
2
<PAGE>
Index of Exhibits
================================================================================
Exhibit No. Description Page No.
- --------------------------------------------------------------------------------
1 Selected Dealer Agreement Previously Filed
- --------------------------------------------------------------------------------
3.1 Articles of Incorporation
dated November 5, 1997 Previously Filed
- --------------------------------------------------------------------------------
3.2 Bylaws dated November 5, 1997 Previously Filed
- --------------------------------------------------------------------------------
4.1 Stock certificate Previously Filed
- --------------------------------------------------------------------------------
4.2 Bond certificate Previously Filed
- --------------------------------------------------------------------------------
5 Opinion of Stanford Smith
regarding legality of shares
and bonds Previously Filed
- --------------------------------------------------------------------------------
10.1 Purchase of The Murdock Group
by Envision Career Services,
LLC dated July 26, 1996. Previously Filed
- --------------------------------------------------------------------------------
10.2 Exchange Agreement between The
Murdock Group and Envision
dated May 31, 1998. Previously Filed
- --------------------------------------------------------------------------------
10.3 Lease of Office Space by
Corporate Headquarters Previously Filed
- --------------------------------------------------------------------------------
23.1 Consent of David Thomson, C.P.A.,
independent auditor Previously Filed
- --------------------------------------------------------------------------------
23.2 Consent of Stanford Smith,
legal counsel Previously Filed
- --------------------------------------------------------------------------------
23.3 Updated Consent of David Thomson,
C.P.A., independent auditor Previously Filed
- --------------------------------------------------------------------------------
23.4 Second Updated Consent of
David Thomson, C.P.A.,
independent auditor Previously Filed
- --------------------------------------------------------------------------------
99.1 Subscription Agreement
(appears in prospectus) Previously Filed
- --------------------------------------------------------------------------------
99.2 Form of Convertible Bond dated
April 29, 1998 Previously Filed
- --------------------------------------------------------------------------------
99.3 Opinion of Counsel Respecting
Broker-Dealer Status of Company
Officers Selling Shares on Behalf
of Selling Shareholders Previously Filed
- --------------------------------------------------------------------------------
99.4 Calculation of Ratio of Earnings
to Fixed Charges Previously Filed
- --------------------------------------------------------------------------------
99.5 Letter from former accountant in
connection with dismissal 3
================================================================================
3
Exhibit 99.5
David T. Thomson, P.C.
Certified Public Accountant
P.O. Box 571605
Murray, Utah 84157
(801) 966-9481
To the Board of Directors
The Murdock Group Career Satisfaction Corporation
I have read Item 4 included in the attached Form 8-K dated December 23, 1999, of
The Murdock Group Career Satisfaction Corporation and am in agreement with the
statements contained therein.
Very truly yours,
Date December 23, 1999 /s/David T. Thompson
----------------- --------------------
David T. Thomson P.C.
Salt Lake City, Utah
4
