<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-QSB
AMENDMENT NO. 1
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO _____________.
Commission file number 0-29705
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
(Exact name of small business issuer as specified in its charter)
Utah 87-0574421
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5295 South Commerce Drive, Suite 300
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 May 1, 2000, the issuer had 18,224,971 shares of class A voting common
stock outstanding.
Transitional Small Business Disclosure Format
(Check one):
Yes [ ] No [X]
1
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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 Stockholder Deficit 6
Condensed Consolidated Statement of Cash Flow 7
Notes to Condensed Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis or Plan of Operation 11
Part II - Other Information
Item 2. Changes in Securities and Use of Proceeds 13
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
2
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THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
(Unaudited)
Current Assets
<S> <C> <C>
Cash $ 77,400 $ 1,907
Current portion of contracts receivable, net 486,849 712,219
Accounts receivable - related parties 283,148 361,147
Accrued interest receivable 144,233 120,820
Prepaid and other current assets 70,721 59,884
----------------------- -----------------------
Total Current Assets 1,062,351 1,255,977
----------------------- -----------------------
Property and Equipment, at cost
Computer equipment 1,137,820 972,026
Software 321,066 384,998
Furniture and fixtures 364,684 364,685
Leasehold improvements 77,574 77,574
----------------------- -----------------------
1,901,145 1,799,283
Less: accumulated depreciation and amortization (489,566) (369,849)
----------------------- -----------------------
Net Property and Equipment 1,411,579 1,429,434
----------------------- -----------------------
Other Assets
Contracts receivable - less current portion, net 680,224 507,844
Deposit and other assets 243,901 96,854
Investments 11,220,850 11,067,850
----------------------- -----------------------
Total Other Assets 12,144,975 11,672,548
----------------------- -----------------------
Total Assets $ 14,618,905 $ 14,357,959
======================= =======================
</TABLE>
The Notes to Condensed Consolidated Financial Statements are an
integral part of these financial statements.
3
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THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
LIABILITIES
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
(Unaudited)
Current Liabilities
<S> <C> <C>
Short-term notes payable $ 15,743,497 $ 12,521,900
Short-term notes payable - related parties 546,670 418,196
Current portion of notes payable 905,008 951,963
Current portion of notes payable - related parties 15,000 15,000
Current portion of obligations under capital leases 457,843 554,431
Accounts payable 3,326,761 2,676,957
Accrued liabilities 752,706 590,564
Unearned revenue 150,000 50,000
----------------------- -----------------------
Total Current Liabilities 21,897,485 17,779,011
----------------------- -----------------------
Notes payable 2,896,939 2,915,083
Obligations under capital leases 673,651 642,754
----------------------- -----------------------
Total Long-Term Liabilities 3,570,590 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; 18,224,971 shares and 18,174,637 shares issued
and outstanding respectively 13,612,164 13,536,661
Common Stock - Class B, no par value, 100,000,000 shares
authorized; no shares issued and/or outstanding -- --
Accumulated deficit (25,624,494) (21,678,710)
------------------------ ----------------------
Total Stockholders' Deficit (12,012,330) (8,142,049)
------------------------ ----------------------
Total Liabilities and Stockholders' Deficit $ 14,618,905 $ 14,357,959
======================= =======================
</TABLE>
The Notes to Condensed Consolidated Financial Statements are an
integral part of these financial statements.
4
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THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months For the Three Months
Ended March 31, Ended March 31,
2000 1999
(Unaudited) (Unaudited)
Revenue
<S> <C> <C>
Service revenue, inclusive of interest charged $ 630,339 $ 661,668
Less contract discounts and cancellations (55,640) (52,848)
----------------------- -----------------------
Net Revenue 574,699 608,820
Cost of Revenue 133,843 240,443
----------------------- -----------------------
Gross Profit 440,856 368,377
----------------------- -----------------------
Operating Expenses
Selling, general and administrative 1,765,541 1,319,161
New products research and development 725,405 72,001
Depreciation and amortization 90,440 48,874
----------------------- -----------------------
Total Operating Expense 2,581,386 1,440,037
----------------------- -----------------------
Other Income (Expense)
Interest expense (1,817,330) (673,797)
Other income 10,895 (9,208)
----------------------- ------------------------
Total Other Income (Expenses) (1,806,435) (683,006)
----------------------- -----------------------
Loss Before Minority Interest 3,946,965 --
Minority Interest in Loss of Consolidated Subsidiary 1,181 --
----------------------- -----------------------
Net Loss $ (3,945,784) $ (1,754,664)
======================= =======================
Basic and Diluted Net Loss Per Class A Common Share $ (0.22) $ (0.20)
======================= =======================
Weighted Average Class A Shares Used in Per Share Calculations 18,224,971 8,600,591
======================= ======================
</TABLE>
The Notes to Condensed Consolidated Financial Statements are an integral
part of these financial statements.
5
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THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
MARCH 31, 2000
<TABLE>
<CAPTION>
Class A Common Stock Accumulated
Shares Amount Deficit Total
<S> <C> <C> <C> <C>
Balance - December 31, 1997 9,880,000 $ 988 ($ 1,868,152) ($1,867,164)
Shares issued pursuant to offering of promissory notes at
a value 150,000 1,500 -- 1,500
Of $0.01 per share during January 1998
Shares issued for services at $1.22 per share 131,800 161,193 -- 161,193
Shares issued in exchange for members interest in LLC 8,205,800 -- --
Cancellation of shares received and dissolution of LLC (8,205,800) (821) -- (821)
Shares issued for services at $1.20 per share 675,940 810,030 -- 810,030
Shares purchased from initial shareholder (800,000) (80) -- (80)
Shares cancelled by initial shareholders (1,549,500) -- --
Redeemable shares (375,940) (563,910) (563,910)
Net Loss (6,636,101) (6,636,101)
------------- ------------ -------------- ---------------
Balance - December 31, 1998 8,112,300 408,900 (8,504,253) (8,095,353)
Shares issued for cash at a value of $1.00 per share 1,103,187 1,103,187 -- 1,103,187
Shares issued to employees as bonuses, valued at $1.00 per 113,600 113,600 -- 113,600
share
Shares issued for services; valued at $1.00 to $1.50 per 584,722 610,929 -- 610,929
share
Shares issued to pay off debt; valued at $1.00 to $1.25 3,060,539 3,532,617 -- 3,532,617
per share
Shares issued to purchase real estate property; valued at 5,678,789 8,485,178 -- 8,485,178
$1.50
per share
Shares purchased in connection with real estate
acquisitions at (79,000) (118,500) -- (118,500)
$1.50 per share
Redeemable shares (399,500) (599,250) -- (599,250)
Net Loss -- -- (13,174,457) (13,174,457)
------------- ------------ -------------- ---------------
Balance - December 31, 1999 18,174,637 13,536,661 (21,678,710) (8,142,049)
Shares issued for services; valued at $1.00 to $1.50 per 1,134 1,701 -- 1,701
share
Shares issued to purchase real estate property; valued at
$1.50 49,200 73,800 -- 73,800
per share
Net Loss (3,945,784) (3,945,784)
------------- ------------ -------------- ---------------
Balance -- March 31, 2000 18,224,971 $13,612,162 ($ 25,624,494) ($ 12,012,332)
============= ============ ============== ===============
</TABLE>
The Notes to Condensed Consolidated Financial Statements are an
integral part of these financial statements.
6
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THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Three Months For the Three Months
Ended March 31, Ended March 31,
2000 1999
---- ----
(Unaudited) (Unaudited)
Cash Flows From Operating Activities
<S> <C> <C>
Net Loss $ (3,945,784) $ (1,754,665)
Adjustments to reconcile net loss to net cash used in
operating activities:
Expenses paid by stock issuances 2,055
Depreciation and amortization 120,717 48,874
Noncash expenses 72,219
Change in operating assets and liabilities
Contracts receivable 52,990 (360,053)
Accrued interest receivable (16,948) --
Prepaid expenses and other (54,347) (120,357)
Deferred offering costs -- (63,557)
Deposits and other assets -- 110,878
Accounts payable 649,651 253,281
Accrued liabilities 162,142 (420,878)
Unearned revenue 100,000 --
Minority interest in loss of subsidiary (1,181) --
------------------ -----------------
Net Cash Used in Operating Activities (2,858,486) (2,306,479)
------------------ -----------------
Cash Flows From Investing Activities
Purchases of property and equipment (25,675) (126,902)
Increase in note receivable (34,643) --
------------------ -----------------
Net Cash Used In Investing Activities (60,318) (126,902)
------------------ -----------------
Cash Flows From Financing Activities
Increase in minority interests 826
Proceeds from notes payable 4,177,579 5,230,658
Proceeds from related party notes payable 426,926
Principal payments on notes payable (1,100,280) (3,668,764)
Principal payments on related party notes payable (292,517)
Payments on capital lease obligations (141,878)
Payments for private placement offering (76,359)
Proceeds from sale of stock -- 875,152
------------------ -----------------
Net Cash Provided by Financing Activities 2,994,297 2,437,046
------------------ -----------------
Net Increase (Decrease) in Cash 75,493 3,665
Cash at Beginning of Year 1,907 4,289
------------------ -----------------
Cash at End of Year $ 77,400 $ 7,954
================== =================
</TABLE>
The Notes to Condensed Consolidated Financial Statements are an
integral part of these financial statements.
7
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THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Three Months For the Three Months
Ended March 31, Ended March 31,
2000 1999
---- ----
(Unaudited) (Unaudited)
Supplemental Cash Flow Information
Cash paid during period for:
<S> <C> <C>
Interest $ 1,198,911 $ 591,000
======================= =======================
Supplemental Disclosures of Noncash Investing and
Financing Activities
Stock issued in conversion of notes payable 357,616 --
Stock issued for investments in real estate 73,800 --
Debt issued for investments in real estate 79,200 --
Equipment acquired under capital leases 0 --
</TABLE>
The Notes to Condensed Consolidated Financial Statements are an integral
part of these financial statements.
8
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THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Nature of Operations
The accompanying interim condensed consolidated 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, myjobsearch.com, inc., a Delaware
corporation.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments (consisting only of normal
recurring adjustments) necessary to fairly present the Company's financial
position as of March 31, 2000 and the results of operations and cash flows for
the three months ended March 31, 2000 and 1999. The interim financial statements
should be read in conjunction with the following explanatory notes. The results
of operations for the three months ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2000.
Note 2 - Operations
The Company is a job-search and employment training company. The Company is
focused to service 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. Substantially all of the Company's
revenue is from the services described above. At its inception, the Company
purchased assets, a copyright, rights to the business name, and miscellaneous
intangible assets from an individual operating as a sole proprietorship.
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.
MJS issued 1,362,449 shares to the shareholders of the Company on the basis of
one MJS share for each Company share held. The shares were sold at par value,
$.01 per share, raising $13,624.
On July 30, MJS sold 257,700 shares of common stock at $.15 per share, raising a
total of $379,050.
MJS is currently in development and to date has not recognized any revenue.
In September 1999, the Company established a real-estate division to acquire and
prepare for development or hold for investment undeveloped real property.
9
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Note 3 - Net Income (Loss) Per Common Share
Basic net income (loss) per common share ("Basic EPS") excludes dilution and is
computed by dividing net income (loss) by the weighted average number of common
shares outstanding during the period. Diluted net income (loss) per common share
("Diluted EPS") reflects the potential dilution that could occur if stock
options or other contracts to issue common stock including convertible preferred
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 on net income per common share.
At March 31, 2000, there were outstanding options and warrants to purchase
2,154,231 shares of common stock.
Note 4 - Segment Information
The Company has two operating segments, real estate and career services.
Management considers these segments of the Company to be the only reportable
operating segments. These operating segments are evaluated regularly by
management in determining the allocation of resources and in assessing the
performance of the Company. Management evaluates performance based on sales
revenue and the amount of operating income or loss.
Segment profit or loss is based on profit or loss from operations before income
taxes and includes a management fee charged by the domestic operation to each of
the foreign entities. All other intersegment transactions are eliminated from
the following segment information. Interest revenues and expenses, income taxes
and equity in the earnings of subsidiaries, while significant, are not included
in the Company's determination of segment profit or loss in assessing the
performance of a segment. To date all revenues from operations have been derived
from the career development services segment of the Company.
Note 5 - Revenue Recognition
The Company's career development program provides the participant an opportunity
to attend two training classes and the optional use of other resources of the
Company such as its career library, job search software and referral services.
Revenue from job training services is recognized by the Company upon the
participant's completion of the two 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 6 - Subsequent Event
On April 17, 2000, the subsidiary was successful in raising approximately $5.7
million ($5.2 million after deducting estimated cash offering costs) through a
private placement of convertible preferred stock. Of this amount, $1.8 million
was not received in cash but rather related-party notes payable were converted
into shares of convertible preferred stock. The private placement reduced the
Company's ownership interest in the subsidiary to less than fifty percent.
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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 MJS, an Internet subsidiary that aggregates
much of the job-search information on the Internet into one location for the job
seeker. MJS 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 months ended March 31, 2000 compared to three months ended March 31, 1999.
Net service revenues decreased to $574,699 during the three months ended March
31, 2000, compared to $608,820 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 quarter. 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 workshops 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 $133,843 during the quarter ended March 31,
2000, compared to $240,443 during the quarter ended March 31, 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
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percentage of net service revenues was 77% during the first quarter of 2000,
compared to 61% during the first 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, increased to
$1,765,541 during the three-month period ended March 31, 2000, compared to
$1,319,161 during the three months ended March 31, 1999. The increase in general
and administrative expense is a direct result of a write off of bad debt on
contracts of approximately $242,500.
Interest expense increased to $1,817,330 during the quarter ended March 31,
2000, compared to $673,797 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 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 March 31, 2000, had an accumulated deficit of $25,624,494
compared to an accumulated deficit of $21,678,710 at 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 March 31, 2000, the Company acquired a parcel of land primarily with its
common stock. Several parcels have also required cash down payments of
approximately 20% and the assumption of debt. During the quarter ended March 31,
2000, the Company acquired land with an estimated value of approximately
$135,000. To purchase this land the Company incurred additional debt totaling
approximately $62,000 in the form of cash down payments, debt assumptions or
seller financing, and issued stock of the Company valued at approximately
$73,800. 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. During the quarter ended March 31, 2000, the Company acquired 19%
ownership of a small career training company in Seattle, Washington at a cost of
$18,000.
At March 31, 2000, the Company had a working capital deficit of approximately
$20,835,134 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 with more favorable lower
interest rate debt. 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
12
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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.
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.
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
Issuance of Unregistered Equity Securities during the Quarter Ended March 31,
2000
During the quarter ended March 31, 2000, the Company issued a total of 49,200
restricted shares of common stock as partial consideration for the purchase of
real property.
In connection with the issuance 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 505 and Section 4(2) under
the Securities Act for offers and sales of securities not involving any public
offering.
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The acquirer of these shares represented and warranted to the Company that it
was acquiring the shares for its own account and for investment and not with a
view to the public resale or distribution thereof. In addition, the acquirer was
advised that the securities issued in this transaction are restricted securities
and that there are significant restrictions on transferability of the securities
by reason of federal and state securities laws and that the acquirer could not
sell or otherwise transfer the securities except in accordance with applicable
securities laws.
The acquirer of these securities was provided with access to all material
information (and with the opportunity to ask questions and receive answers)
regarding the Company and the securities, and represented that it was an
accredited investor under Rule 501 of Regulation D or that it had such knowledge
and experience in financial and business matters that it is capable of
evaluating the merits and risks of the acquisition and holding of the securities
issued in this transaction.
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. No underwriter was involved in this
transaction and no securities sales commission was paid.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. 27 Financial Data Schedule
14
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Signatures
In accordance with the requirements of the Exchange Act, the registrant caused
this amended report to be signed on its behalf by the undersigned, thereunto
duly authorized.
The Murdock Group Career Satisfaction Corporation
Dated this 15th day of June, 2000
/s/ KC Holmes
-------------------------------------
KC Holmes, CEO
(Principal Executive Officer)
/s/ Chet Nichols
------------------------------------
Chet Nichols, Controller
(Principal Accounting Officer)
15
