UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark one) [X] Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended
June 30, 2000
[ ] Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 0-29705
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
(Name of small business issuer in its charter)
UTAH 87-0574421
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
5295 SOUTH COMMERCE DRIVE, SUITE 475, SALT LAKE CITY, UTAH 84107
(Address of principal executive offices) (Zip Code)
(801) 268-3232
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 past 90 days. Yes [X] No [ ]
As of July 31, 2000, the issuer had 24,773,279 outstanding shares of class A
common voting shares (excluding 775,440 shares of Class A redeemable common
stock) and no outstanding shares of class B common non-voting shares.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
1
<PAGE>
Table of Contents
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statement of Operations 5
Condensed Consolidated Statement of Cash Flow 6
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis or Plan of Operation 10
Part II - Other Information
Item 2. Changes in Securities and Use of Proceeds 12
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
2
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THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
June 30, December 31,
2000 1999
---- ----
Current Assets
<S> <C> <C>
Cash $ 80,019 $ 1,907
Current portion of contracts receivable, net 479,615 712,219
Accounts receivable - related parties 370,611 361,147
Accrued interest receivable 162,810 120,820
Prepaid and other current assets 179,399 59,884
------------------- ------------------
Total Current Assets 1,272,454 1,255,977
------------------- ------------------
Property and Equipment, at cost
Computer equipment 487,016 972,026
Software 85,592 384,998
Furniture and fixtures 382,037 364,685
Leasehold improvements 75,357 77,574
------------------- ------------------
1,030,002 1,799,283
Less: accumulated depreciation and amortization (417,145) (369,849)
-------------------- ------------------
Net Property and Equipment 612,857 1,429,434
------------------- ------------------
Other Assets
Contracts receivable - less current portion, net 467,760 507,844
Deposit and other assets 165,978 96,854
Investments in real estate 22,096,410 11,067,850
------------------- ------------------
Total Other Assets 22,730,148 11,672,548
------------------- ------------------
Total Assets $ 24,615,459 $ 14,357,959
=================== ==================
</TABLE>
The notes to condensed consolidated financial statements are an integral
part of these financial statements.
3
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED) (CONTINUED)
LIABILITIES & STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------------- -----------------
Current Liabilities
<S> <C> <C>
Short-term notes payable $ 17,739,545 $ 12,521,900
Short-term notes payable - related parties 2,324,498 418,196
Current portion of notes payable 1,425,815 951,963
Current portion of notes payable - related parties 15,000 15,000
Current portion of obligations under capital leases 120,907 554,431
Accounts payable 1,125,722 2,676,957
Accrued liabilities 1,044,490 590,564
Unearned revenue -- 50,000
------------------- ------------------
Total Current Liabilities 23,795,977 17,779,011
------------------- ------------------
Notes Payable -- less current portion 3,801,583 2,915,083
Obligations Under Capital Leases - less current portion 74,609 642,754
------------------- ------------------
Total Long-Term Liabilities 3,876,192 3,557,837
------------------- ------------------
Redeemable Common Stock
Common Stock - Class A, no par value, 775,440
shares issued and outstanding, respectively;
redeemable at $1.50 per share
1,163,160 1,163,160
------------------- ------------------
Stockholders' Deficit
Common Stock - Class A, no par value, 100,000,000
shares authorized; 24,350,279 shares and
18,174,637 shares issuedand outstanding
respectively 23,348,651 13,536,661
Common Stock - Class B, no par value, 100,000,000
shares authorized; no shares issued or outstanding -- --
Accumulated deficit (27,568,521) (21,678,710)
------------------- ------------------
Total Stockholders' Deficit (4,219,870) (8,142,049)
------------------- ------------------
Total Liabilities and Stockholders' Deficit $ 24,615,459 $ 14,357,959
=================== ==================
</TABLE>
The notes to condensed consolidated financial statements are an integral
part of these financial statements.
4
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
---------------------------------- ---------------------------------
2000 1999 2000 1999
---------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
SERVICE REVENUE, inclusive of interest charge $ 783,885 $ 824,427 $ 1,414,224 $ 1,486,095
Less contract discounts and cancellations (59,743) (81,624) (115,383) (134,472)
---------------- -------------- -------------- --------------
Net Service Revenues 724,142 742,803 1,298,841 1,351,623
COST OF REVENUE 191,250 265,561 325,093 506,004
---------------- -------------- -------------- --------------
GROSS PROFIT 532,892 477,242 973,748 845,619
---------------- -------------- -------------- --------------
OPERATING EXPENSES
Selling, general and administrative 1,850,618 2,191,615 3,686,021 3,510,776
New products research and development 69,905 109,415 795,310 181,416
Depreciation and amortization 21,102 37,248 41,680 86,122
---------------- -------------- -------------- --------------
Total Operating Expenses 1,941,625 2,338,278 4,523,011 3,778,314
---------------- -------------- -------------- --------------
LOSS FROM OPERATIONS (1,408,733) (1,861,036) (3,549,263) (2,932,695)
---------------- -------------- -------------- --------------
OTHER INCOME (EXPENSE)
Interest expense (2,848,415) (1,629,938) (4,665,745) (2,303,735)
Write-off of non-trade receivables -- (44,582) -- (110,128)
Equity in Loss from unconsolidated (524,387) -- (524,387) --
subsidiary
Other income 2,095 56,492 12,990 112,827
Gain on issuance of securities by 1,961,247 -- 1,961,247 --
consolidated subsidiary
---------------- -------------- -------------- --------------
Total Other Income (expense) (1,409,460) (1,618,028) (3,215,895) (2,301,036)
---------------- -------------- -------------- --------------
LOSS BEFORE MINORITY INTERST (2,818,193) 3,479,064) (6,765,158) (5,233,731)
MINORITY INTEREST 874,168 -- 875,349 --
---------------- -------------- -------------- --------------
NET LOSS $ (1,944,025) $ (3,479,064) $ (5,889,809) $ (5,233,731)
================ ============== ============== ==============
BASIC AND DILUTED NET LOSS PER CLASS A
COMMON SHARE $ (0.11) $ (0.38) $ (0.32) $ (0.61)
================ ============== ============== ==============
WEIGHTED AVERAGE SHARES OUTSTANDING 18,331,568 9,169,315 18,278,269 8,513,329
================ ============== ============== ==============
</TABLE>
The notes to condensed consolidated financial statements are an integral
part of these financial statements.
5
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months
Ended June 30,
-------------------------------------
2000 1999
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net Loss (5,889,809) (5,233,731)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization 95,026 86,122
Expenses paid with common stock, options
and notes payable 1,554,270 --
Loss from subsidiary (consolidated and equity portion) 1,589,945 --
Gain on issuance of securities in consolidated (1,961,247) --
subsidiary
Change in operating assets and liabilities:
Contracts receivable 263,225 (725,059)
Other receivables (41,990) --
Other current assets (45,269) (210,857)
Accounts payable (72,158) 519,586
Accrued liabilities 720,265 (500,773)
Other liabilities -- (33,370)
--------------- ---------------
Net cash used in operating activities (3,787,742) (6,098,082)
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Loan to related parties (1,183,441) --
Purchases of property and equipment (17,353) (143,854)
Increase in other assets (97,954) --
--------------- ---------------
Net cash used in investing activities (1,298,748) (143,854)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable and related party note payable 14,824,338 12,023,643
Payments on notes payables, related party notes payable and capital lease (9,659,736) (11,400,680)
obligations
Proceeds from sale of stock -- 5,631,942
--------------- ---------------
Net cash provided by financing activities 5,164,602 6,254,905
NET INCREASE (DECREASE) IN CASH 78,112 12,969
--------------- ---------------
CASH -- BEGINNING OF PERIOD 1,907 4,289
--------------- ---------------
CASH -- END OF PERIOD 80,019 17,258
=============== ===============
</TABLE>
The notes to condensed consolidated financial statements are an integral
part of these financial statements.
6
<PAGE>
THE MURDOCK GROUP
CAREER SATISFACTION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months For the Six Months
Ended June 30, Ended June 30,
2000 1999
------------------- -------------------
Supplemental Cash Flow Information
<S> <C> <C>
Cash paid during period for interest $ 3,100,699 $ 2,203,878
Supplemental Disclosures of Noncash Investing and
Financing Activities
Stock issued for investments in real 9,179,262 --
estate
Debt issued for investments in real estate 1,849,298 --
Conversion of related party receivable --
into investment in subsidiary 1,800,000
Eliminate prior years' equity in 2,171,302 --
subsidiary
</TABLE>
The notes to condensed consolidated financial statements are an integral
part of these financial statements.
7
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Nature of Operations and Principles of Consolidation
The accompanying interim condensed financial statements are unaudited and have
been prepared consistent with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and Item
310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. These statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Company's annual report on Form 10-KSB for the fiscal year ended December
31, 1999. Unless the context otherwise requires, reference to "the Company" or
"The Murdock Group" includes The Murdock Group Career Satisfaction Corporation,
a Utah corporation, and its subsidiary, CareerWebSource.com, Inc., formerly
myjobsearch.com, inc., a Delaware corporation.
In the opinion of management, the accompanying unaudited condensed financial
statements contain all adjustments (consisting only of normal recurring
adjustments) necessary to fairly present the Company's financial position,
results of operations and cash flows. The results of operations for the three
months and six months ended June 30, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000.
Note 2 - Operations
In June 1999, the Company formed a Delaware subsidiary called myjobsearch.com
("MJS") and transferred to MJS all the Company's developmental materials for an
interest in the web site myjobsearch.com in exchange for 2,000,000 common shares
of MJS. During the quarter ended June 30, 2000 MJS changed its name to
CareerWebSource ("CWS").
On April 17, 2000, the Company converted a $1,800,000 note receivable from CWS
into 720,000 shares of CWS voting convertible preferred stock. On that same
date, CWS issued 1,632,800 shares of voting convertible preferred stock for $5.2
million after offering costs. As a result of the issuance of voting preferred
stock by CWS, the Company recognized a gain on issuance of securities by CWS in
the amount of $1,961,247. This transaction resulted in the Company's ownership
interest in CWS decreasing to 45% of the total voting shares.
The accompanying condensed consolidated financial statements include the
operations of CWS through April 16, 2000 on a consolidated basis and from April
17, 2000 by the equity method of accounting. Intercompany accounts and
transactions were eliminated through the date consolidation was discontinued.
The Company is a job-search and employment training company. In addition, the
Company has significant leveraged instruments in real estate. The Company
focuses on providing services to professionals with five or more years of
experience who are dissatisfied with their career direction or current job
situation. The Company offers job-search training workshops, consultants and
coaches, and access to a job-search resource center. The Company also provides
full-service hiring assistance, including training, recruiting, and outplacement
to corporations.
In September 1999, the Company established a real estate division to acquire
real property and prepare it for development or hold the undeveloped real
property for investment.
On June 30, 2000, the Company acquired a total of 750.68 acres of raw land in
Eagle Mountain, Utah in exchange for 6,070,308 Class A common voting shares and
$1,612,684 in cash. The Company plans to improve the property, complete concept
planning and rezoning, and sell the property to one or more developers over the
next two years. The seller leased back from the Company the right to farm the
property until the property is sold.
Note 3 - Investment in CareerWebSource
As described in Note 1, the Company's investment in CareerWebSource ("CWS") is
accounted for using the equity method of accounting from April 17, 2000.
Operations of CWS for the three and six months ended June 30, 2000 were as
follows:
8
<PAGE>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2000 2000
--------------------- ------------------
Net contract revenue $ 5,413 $ 6,563
Gross profit (241,204) (458,705)
Loss from operations (1,825,951) (3,346,546)
Net loss (1,761,554) (3,373,379)
The Company's share of CWS' loss from April 17, 2000 through June 30, 2000 was
$524,387, which reduced the Company's investment in CWS to zero.
Note 4 - Net Loss Per Class A Common Share
Basic net loss per Class A common share ("Basic EPS") includes both common stock
and redeemable common stock and is computed by dividing net loss by the weighted
average number of Class A common shares outstanding during the period. Diluted
net loss per Class A common share ("Diluted EPS") reflects the potential
dilution that could occur if stock options or other contracts to issue Class A
common stock were exercised or converted into common stock. The computation of
Diluted EPS does not assume exercise or conversion of securities that would have
an anti-dilutive effect in net loss per Class A common share.
At June 30, 2000, there were outstanding options to purchase 3,256,099 shares of
Class A common stock.
Note 5 - Segment Information
The Company has two operating segments: career services and real estate. To date
all operations have been derived from the career development services segment of
the Company.
Note 6 - Revenue Recognition
The Company's career development program provides the participant an opportunity
to attend training classes and the optional use of other resources of the
Company such as its career library, job search software, personal coaching and
referral services. Revenue from job training services is recognized by the
Company upon the participant's completion of the training classes.
Revenue is recognized completely in the month it is earned for those services
requiring less than one month to complete. Cash discounts, cancellations, and
write-offs are recognized based on certain criteria such as time since last
payment made, cancellation requests negotiated and granted, and contract price
reduction due to early cash payment.
Note 7 - Stock Options
At June 30, 2000, stock options outstanding were comprised of:
o Employee options totaling 1,951,565 shares with various vesting schedules.
During the six months ended June 30, 2000, 1,115,565 options were issued to
employees with no compensation expense required.
o Non-Employee options totaling 1,304,534 of which 1,154,534 shares were
issued during the six months ended June 30, 2000 with immediate vesting.
During the six months ended June 30, 2000, interest expense and settlement
charges relating to these options have been recognized in the amounts of
$385,488 and $163,038 respectively.
Note 8 - Subsequent Event
On July 31, 2000, the Company issued 423,000 Class A Common Shares
(non-redeemable) to two individuals pursuant to separate financial consulting
service agreements.
9
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
The following discussion and analysis should be read in conjunction with the
Company's financial statements and the notes thereto contained elsewhere in this
report. The discussion of these results should not be construed to imply any
conclusion that any condition or circumstance discussed herein will necessarily
continue in the future. When used in this report, the words "believes,"
"anticipates," "expects," and similar expressions are intended to identify
forward-looking statements. Those statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
that are modified by such statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. The Company undertakes no obligation to publicly release the results of
any revisions to these forward-looking statements that may be made to reflect
events or circumstances after the date of this report, or to reflect the
occurrence of unanticipated events.
The Company has incurred significant losses to date developing its proprietary
job-search technology into a training system that can service a larger volume of
customers than its original one-on-one coaching. The Company completed
development of this system and has marketed it to the public since May 1998.
The Company plans to refine its operating model and open additional branches in
the future. Additional profitable branches will allow the Company to allocate
administrative costs across multiple locations, thereby improving the
utilization of its infrastructure. With the completion of the new proprietary
job-search technology training system the Company has experienced a reduction in
client cancellations and discounts and improved collection of client
receivables.
On June 22, 1999, the Company formed CareerWebSource (formerly myjobsearch.com),
an Internet subsidiary that aggregates much of the job-search information on the
Internet into one location for the job seeker. CWS also provides tools for the
job seeker to enhance the job search process.
In September 1999, the Company formed a Real Estate Division to provide
operating capital by acquiring real property, generally undeveloped, in exchange
for shares of the Company's common stock, and pledging the property as
collateral for loans while seeking to sell the property to developers at a
profit.
Results of Operations
Three and six months ended June 30, 2000 compared to three and six months ended
June 30, 1999.
Net service revenues decreased to $1,298,841 during the six months ended June
30, 2000, compared to $1,351,623 for the same period in the prior year. The
decrease in service revenue was primarily a result of closing the Portland and
Seattle branches and the type of contract sold during the period. These
contracts do not provide guarantees for the customer and as a result make the
service more difficult to sell. Also, the Company requires clients to attend
certain career training sessions before the client's contract is accepted. This
has resulted in reductions in both service revenues and cancellations. The
Company has also tightened its credit policy with a focus on selling to those
customers with the ability to pay for the service.
Direct cost of services decreased to $191,250 during the quarter ended June 30,
2000, compared to $265,561 during the quarter ended June 30, 1999. The decrease
in direct cost of services is a result of lower sales and improved delivery of
the Company's products using a group setting as compared to one-on-one coaching.
The Company has also focused on costs associated with the delivery of the
product to the client and reduced such costs where possible. Gross profit as a
percentage of net service revenues was 74% during the second quarter of 2000,
compared to 64% during the second quarter of 1999. The improvement in gross
profit as a percentage of net service revenues was primarily a result of the
delivery of the Company's new product in a group setting, the target reduction
of expenses where possible and the reclassification of certain indirect costs
associated with advertising in 2000.
General and administrative expenses, which include selling expense, decreased to
$1,850,618 during the three-month period ended June 30, 2000, compared to
$2,191,615 during the three months ended June 30, 1999. The decrease in general
and administrative expense is a result of maintaining offices in Seattle and
Portland in 1999, which were closed for the year 2000.
10
<PAGE>
Interest expense increased to $2,848,415 during the quarter ended June 30, 2000,
compared to $1,629,938 during the same quarter in the prior year. The increase
in interest expense was a result of higher outstanding debt balances, increased
rates on funds borrowed, non-employee stock options and certain costs incurred
with obtaining financing. See "Liquidity and Capital Resources." The Company
anticipates that the acquisition of real estate to be used as collateral for
loans will reduce the interest rates on its borrowings.
Liquidity and Capital Resources
The Company has suffered recurring losses from operations since its inception in
1996 and as of June 30, 2000, had an accumulated deficit of $27,568,521 compared
to an accumulated deficit of $21,678,710 on December 31, 1999. The accumulated
deficit reflects losses associated with the development and startup of
operations and significant costs for research and development for the Company's
propriety job-search technology and training system and costs associated with
the startup of the Company's Real Estate Division and its Internet subsidiary.
The Company has also experienced losses from interest expense associated with
the large amount of debt the Company has incurred, which carries high interest
rates.
Once the branch model is perfected, this technology should enable the Company to
effectively service a large volume of customers in each office and provide a
model to expand operations into other locations. During the three-month period
ended June 30, 2000, the Company acquired a parcel of land primarily with its
common stock. Several other acquired parcels required cash down payments of
approximately 20% and the assumption of debt. During the quarter ended June 30,
2000, the Company acquired land with an estimated value of approximately
$10,745,000. To purchase this land the Company incurred additional debt totaling
approximately $1,990,000 in the form of cash down payments and closing costs,
debt assumptions or seller financing, and issued stock of the Company valued at
approximately $9,105,462. The Company intends to use the acquired land as
collateral to secure new favorable debt to replace the Company's existing
short-term, high interest rate debt.
On June 30, 2000, the Company had a working capital deficit of approximately
$22,523,523 compared to a deficit of $16,523,034 at December 31, 1999. This
working capital deficit is a result of funding operating losses primarily
through short-term borrowings. The interest rates associated with these
short-term borrowings are significantly higher than prime interest rates. The
Company believes that with its recent land acquisitions, it can significantly
reduce the short term, high interest rate debt and replace it with more
favorable lower interest rate debt and negotiate with current creditors. Some of
the land may also be sold to reduce the Company's total debt and fund future
operations.
The Company filed a registration statement for an initial public offering of its
securities on October 6, 1998, which was declared effective by the Securities
and Exchange Commission (SEC) on January 28, 1999. The offering was undertaken
by the Company on a best efforts no minimum basis, without an underwriter. The
proposed offering consisted of the offer and sale of 2,500,000 shares of class A
common stock at $5 per share, and $3,000,000 in 4-year term bonds. During the
period between January 28, 1999 and May 9, 1999, the Company received
subscriptions totaling $3,211,930 for the sale of shares and $12,000 for the
sale of bonds. These proceeds were initially intended to retire debt, however,
in May 1999, the Company terminated the offering and offered rescission to the
initial investors. By amendment to the registration statement, the Company
deregistered all unsold securities originally included in the offering and
contemporaneously terminated its offering in all states where it was registered.
During the quarter TMG borrowed $2,422,600 from CWS in order to satisfy loans
made to CareerWebSource during the development stage. During the three months
ended June 30, 2000, TMG made payments totaling $659,867. Accrued interest for
the three months ended June 30, 2000 was $51,346. Subsequent to June 30, 2000
additional payments of $140,351 were made.
Special Statement Concerning Forward-looking Statements
This Report, in particular the "Management's Discussion and Analysis or of
Operation" section, contains forward-looking statements concerning the
expectations and anticipated operating results of the Company. All such
forward-looking statements contained herein are intended to qualify for the safe
harbor protection provided by Section 21E of the Securities Exchange Act of
1934, as amended. The Company cautions the reader that numerous factors govern
whether events described by any forward-looking statement made by the Company
will occur. Any one of such factors could cause actual results to differ
materially from those projected by the forward-looking statements made in this
Report. These forward-looking statements include plans and objectives of
management for future operations, including plans and objectives relating to the
products and the future economic performance of the Company.
11
<PAGE>
Assumptions involve judgments with respect to, among other things, future
economic, competitive and market conditions, future business decisions, and the
results of the clinical trials and the time and money required to successfully
complete those trials, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that the assumptions underlying the forward-looking statements
in this Report are reasonable, any of these assumptions could prove inaccurate.
Therefore, there can be no assurance that the results contemplated in any of the
forward-looking statements will be realized. Budgeting and other management
decisions are subjective in many respects and are susceptible to interpretations
and periodic revision based on actual experience and business developments, the
impact of which may cause the Company to alter its marketing capital expenditure
plans or other budgets. This will affect the Company's results of operations. In
light of the significant uncertainties inherent in the forward-looking
statements, any such statement should not be regarded as a representation by the
Company or any other person that the objectives or plans of the Company will be
achieved.
Part II - Other Information
Item 2. Changes in Securities and Use of Proceeds
During the period covered by this report the registrant issued a total of
6,125,308 class A voting shares, consisting of (i) 55,000 shares to one trust
and one individual as an inducement to loan to the registrant, and (ii)
6,070,308 shares issued in exchange for real property as described in the
registrant's Form 8-K filed on July 14, 2000. In connection with all issuances
of restricted stock described above, the Company relied upon exemptions from the
registration requirements of the Securities Act of 1933, including the
exemptions afforded by Rule 506 and Section 4(2) under the Securities Act for
offers and sales of securities not involving any public offering. The purchasers
of such shares represented and warranted to the Company that they were acquiring
the shares for their own account and for investment and not with a view to the
public resale or distribution thereof.
In addition, the purchasers were advised that the securities issued in these
transactions are restricted securities and that there are significant
restrictions on transferability applicable to the securities by reason of
federal and state securities laws and that the purchasers could not sell or
otherwise transfer the securities except in accordance with the applicable
securities laws.
In each case the purchasers were provided with access to all material
information (and with the opportunity to ask questions and receive answers)
regarding the Company and the securities, and the purchasers represented that
they were accredited investors under Rule 501 of Regulation D or they have such
knowledge and experience in financial and business matters that they are capable
of evaluating the merits and risks of the acquisition and holding of the
securities issued in these transactions.
A legend was placed on all certificates and instruments representing these
securities stating that the securities evidenced by such certificates or
instruments have not been registered under the Securities Act and setting forth
the restrictions on their transfer and sale.
Item 6. Exhibits and Reports on Form 8-K
(a) The Company has filed the following exhibits as required under Item 601 of
Regulation S-B.
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description Page
<S> <C> <C>
3.1 Articles of Incorporation dated November 5, 1997 Previously filed
3.2 Bylaws dated November 5, 1997 Previously filed
3.3 Amended Bylaws of The Murdock Group Career Satisfaction Corporation dated Previously filed
January 3, 2000
4.1 Form of Stock certificate Previously filed
4.2 Form of Bond certificate Previously filed
10.1 Purchase of The Murdock Group by Envision Career Services, LLC dated July 26, Previously filed
1996.
12
<PAGE>
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
10.4 License Agreement with myjobsearch.com, inc. Previously filed
10.5 1999 Stock Option Plan Previously filed
10.6 Stock Option Form of Award Previously filed
10.7 Contract for Purchase of Real Property Previously filed
10.8 Contract for Purchase of Real Property Previously filed
10.9 Contract for Purchase of Real Property Previously filed
10.10 Contract for Purchase of Real Property Previously filed
10.11 Contract for Purchase of Real Property Previously filed
10.12 Contract for Purchase of Real Property Previously filed
10.13 Contract for Purchase of Real Property Previously filed
10.14 Contract for Purchase of Real Property Previously filed
10.15 Contract for Purchase of Real Property Previously filed
10.16 Contract for Purchase of Real Property Previously filed
10.17 Contract for Purchase of Real Property Previously filed
10.18 Contract for Purchase of Real Property Previously filed
10.19 Agreement and Plan of Merger with G&J Farms, Inc Previously filed
10.20 Agreement and Plan of Merger with G.F.S., Inc. Previously filed
10.21 Farm Lease Agreement Previously filed
16 Letter on change in certifying accountant Previously filed
21.1 List of subsidiaries Previously filed
23.1 Consent of Hansen Barnett & Maxwell, CPA Previously filed
23.2 Consent of David Thomson, CPA Previously filed
27 Financial Data Schedule
</TABLE>
(b) In a Form 8-K filed on July 14, 2000, the registrant announced its
acquisition of 750.68 acres of raw land in Eagle Mountain, a city in Utah
County, Utah, in exchange for 6,070,308 of its Class A common voting shares and
$1,612,684 in cash.
13
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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 21st day of August, 2000
/s/ KC Holmes
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KC Holmes, CEO
/s/ Chet Nichols
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Chet Nichols, Controller (Principal Accounting Officer)
