<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-KSB

           (Mark One)
[X]       Annual report under section 13 or 15(d) of the Securities Exchange Act
          of 1934 for the fiscal year ended December 31, 1999

[ ]       Transition report under section 13 or 15(d) of the Securities Exchange
          Act of 1934  for the  transition  period  from          to           .
                                                        ----------  -----------

Commission file no. 0-29705


                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION

                 (Name of small business issuer in its charter)


          Utah                                       87-0562244
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


5295 South Commerce Drive, Suite 475, Salt Lake City, Utah              84107
(Address of principal executive offices)                              (Zip Code)

Issuer's telephone number (801) 268-3232

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

Securities registered under Section 12(g) of the Exchange Act: Class A Common
Voting Shares

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  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[ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will 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-KSB or any
amendment to this Form 10-KSB.  [X]

The  Company's  revenues  for the fiscal  year  ending  December  31,  1999 were
$2,351,312.  As of April 1, 2000, the common stock of the Company had not traded
and there was no established  market price for the Company's  common stock.  The
Company's  common stock was approved for inclusion in the Nasdaq OTC  Electronic
Bulletin  Board on April 10, 2000 and limited  trading has been  reported  since
that date.

As of April 1, 2000, the Company had  19,031,322  shares of Class A Common Stock
outstanding.

    Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]


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                                Table of Contents

                                     PART I

                                                                           Page

Item 1.         Description of Business                                      3
Item 2.         Description of Property                                      7
Item 3.         Legal Proceedings                                            9
Item 4.         Submission of Matters to a Vote of Security Holders          9

                                     PART II

Item 5.         Market for Common Equity and Related Stockholder Matters     9
Item 6.         Management's Discussion and Analysis or Plan of Operation   11
Item 7.         Financial Statements                                        14
Item 8.         Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure                         14


                                    PART III

Item 9.         Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the Exchange
                Act                                                         15
Item 10.        Executive Compensation                                      16
Item 11.        Security Ownership of Certain Beneficial Owners
                and Management                                              17
Item 12.        Certain Relationships and Related Transactions              18
Item 13.        Exhibits and Reports on Form 8-K                            20
Signatures                                                                  21


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                                     Part I

Item 1.   Description of Business

         The Murdock Group Career  Satisfaction  Corporation  (the  "Company" or
"TMG") is a Utah corporation  organized November 5, 1997 to acquire and continue
development  and  operation  of  a  business   providing   career  training  and
improvement  services under a system originally  developed by Denis Murdock (the
"System").  In 1983,  Denis  Murdock  formed a sole  proprietorship  called "The
Murdock  Group"  in  Virginia  to  provide  job  search   assistance  to  senior
executives. Mr. Murdock moved the business to Salt Lake City, Utah in 1987.

         The  assets  of this  business,  including  all  intellectual  property
rights,  were  purchased  from Mr. Murdock and The Murdock Group in June 1996 by
Envision Career Services, L.L.C., a Utah limited liability company controlled by
KC Holmes and Heather Stone.  Envision  conducted its operations  under the name
"The  Murdock  Group."  On May  31,  1998,  the  Company  purchased  100% of the
membership  interests  of Envision in exchange  for  8,205,800  shares of voting
common stock. Envision was then dissolved.

         On June 22, 1999, the Company formed a subsidiary to provide job search
and career-based  content to businesses and individuals  over the Internet.  The
Company  owned  approximately  55% of the  outstanding  stock  of  this  entity,
myjobsearch.com,  inc., as of December 31, 1999. In September  1999, the Company
formed a real estate division to buy and sell undeveloped  real property.  Since
that  time,  the  Company's  business  has been  divided  into  three  principal
divisions: Career Development, Real Estate and Internet-based Career Services.

Career Development Division

         The Company's Career Development  Division markets and services the TMG
Job  Search  System.  This  System  sells for  approximately  $3,500  and can be
financed  over 2  years.  The  System  is  sold as a  package  and  consists  of
full-service job search,  career advancement and motivational training taught in
small  groups.  The package also  includes  access to a fully  staffed  resource
center containing job leads, computer workstations,  publications, and other job
search tools.

         The TMG Job Search System includes the following features:

          o    30 days of  access  to  Career  Insight  Sessions,  which  enable
               clients to learn and practice key aspects of the system including
               networking, interviewing, and negotiating.

          o    4  months  of  access  to an  extensive  Resource  Center,  which
               includes  on-call  specialists  to assist clients with job search
               advice,  job postings,  contact  databases,  business  databases,
               training center, job search  publications,  a computer center for
               on-line  research,  database  access,  and  job  search  document
               creation, and a phone/fax center.

          o    4 months of access to coaching from job search  professionals who
               provide personalized attention to each client's specific needs.

         Direct Products. The Career  Development  Division  also  develops  and
distributes direct products.  The first such product, the CareerIdeal "counselor
in a box," was released in 1999 and contains four  audiotapes  and two workbooks
designed  for people  looking  for their  ideal  job.  The  CareerIdeal  program
contains a variety of tests,  exercises,  and assessments designed to help users
understand their career options and plan specific,  tangible career change. This
product is marketed  directly by the Company and through the  Nightengale-Conant
Catalog.

         Corporate  Services.  The Company offers full and partial  outplacement
services to  businesses  that lay off  employees  and wish to help those  former
employees  find new jobs as quickly as  possible.  Outplaced  employees  receive
selected  training and resources from the TMG Job Search System.  These training
services are priced based upon the number of employees  serviced and the type of
training services to be performed.

         Events.  The Company  develops and markets career fairs. The first fair
was held in March  2000 and was  co-sponsored  by KSL AM, a Salt  Lake  City CBS
radio  affiliate.  That fair  attracted 37  exhibitors  and  approximately  1050
attendees. The Company plans to develop similar events in major US cities.



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Marketing

         The  Company   believes  that  the  desire  of   individuals   to  seek
satisfaction in their employment has created a significant  market for the types
of products and services offered by the Company.  The Company also believes that
the market for  career-related  services will continue to grow as job insecurity
and changes in the employment market compel individuals to take control of their
own careers.

         Target Customers. The target customers (clients) for Career Development
products are individual employees working for themselves or others, preparing to
work,  or searching  for work.  The typical  client works full time and has some
college or  professional  training.  Usually,  clients  have at least 5 years of
experience in the work force and are not top executives in an organization.

         Advertising. The Company seeks to attract clients through a variety of
advertising methods, including the following:

               o Direct mail. To date the Company has  experimented  with direct
               mail for the Career  Development  products  in the Salt Lake City
               area.

               o Internet.  The Company's web site,  www.themurdockgroup.com  is
               used    to    advertise     its     products    and     services.

               o  Radio.  60-second  radio  spots  to  advertise  the  Company's
               services air during drive time and sporting events.

               o  Newspaper.  The Company  advertises  weekly in the  classified
               sections of local newspapers.

               o Referrals  from  Satisfied  Job  Seekers.  Current  clients and
               satisfied customers are one of the best referral sources.

Competition

         In the  Company's  view,  the job  acquisition  industry  is large  and
fragmented with some competitors  successful only in certain niches, and with no
competitor dominating the industry.  Many competitors have products and services
that they market as being  similar to those of the Company,  but we believe that
our clients quickly  distinguish the difference  between the Company's  products
and services and those of its competitors.

         The Company's competitors are primarily privately owned companies. Some
of these competitors have greater financial, marketing, distribution,  technical
and  other  resources  than  those  available  to the  Company.  The  two  major
competitors for career consulting services are well established nationally. Both
of these companies were founded by career industry  experts who are still active
in the business. These companies are:

               o Bernard  Haldane,  founded in 1945 after World War II to assist
               returning  veterans  in the job  market and  servicing  primarily
               executives who earn over $100,000 per year, for a fee of up to 8%
               of the  executive's  salary  (generally  more than  twice the fee
               charged by the Company); and

               o Cornell  Business  Associates,  founded  in the 1980's and also
               primarily servicing  executives for an 8% fee, with sales offices
               around the country and a training facility in California.

         In addition  to these main  competitors,  Robert Half offers  staffing,
permanent  placement,  recruiting,  and consulting  services;  Right  Management
Consulting is involved in career  development,  management and  consulting;  and
Provant provides training, career development, and product sales.

         The principal  competitive  factors in obtaining customers appear to be
strong sales and marketing,  life-changing  and unique  principles,  competitive
pricing,  and good customer service.  The Company believes it maintains a strong
emphasis on these factors,  which will be an important competitive advantage for
the Company.


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Employees

         As of May  1,  2000,  the  Company  had 35  full  time  employees.  Its
employees  are not  represented  by a labor  union  and are not  subject  to any
collective  bargaining  arrangement.  The Company has never  experienced  a work
stoppage and believes that its relations with its employees are good. Corporate,
administrative and management services involves 11 of these full time employees.

Intellectual Property and Proprietary Rights

         The Company  relies on copyright  and  trademark  laws and  contractual
provisions  to protect  its  proprietary  rights.  The  Company  has applied for
trademark  registration for the marks "The Murdock Group" and "The Murdock Group
Career Satisfaction  Corporation," and copyright  protection for "The Jobseekers
Bible" and the Career Insight Sessions course materials. The Company anticipates
that it will continue to evaluate the  registration of additional  service marks
and trademarks, as appropriate.

         Litigation  may be  necessary  to  protect  these  proprietary  rights.
Litigation,  if it should become necessary,  may be  time-consuming  and costly.
Despite the Company's  efforts to protect its proprietary  rights,  unauthorized
parties  may  attempt  to copy  aspects  of its  services  or to obtain  and use
information that the Company regards as proprietary.  In addition, there are few
barriers  to entry into the market for the  Company's  services.  It is possible
that one or more of the Company's  competitors,  many with greater financial and
other resources than the Company,  will independently  develop technologies that
are substantially equivalent or superior to those of the Company.

Research and Development Expense

         The Company  expended  $883,967 in 1998 and no funds in 1999 to finance
research and development,  and to field-test multiple products, with the goal of
developing  a sales and  delivery  system that can be  duplicated  on a national
level.

Real Estate Division

         In  September  1999,  the  Company  created a real  estate  division to
acquire,  hold and sell real  estate.  This  division  has been  organized on an
experimental  basis;  if this  venture  succeeds,  the  Company  may  organize a
subsidiary to continue these  operations.  The vice president of the Real Estate
Division is a licensed real estate broker.

         As of December  31,  1999,  the  Company had  acquired a total of 2,425
acres of real property for  consideration  valued at  $11,067,850.  The purchase
price for these  properties was paid in cash,  stock and assumption of debt or a
combination  of one or more of these.  The Company may  continue to purchase raw
land with  development  potential  or  commercial  real  estate.  Shortly  after
acquiring  these  properties,  the Company  pledged them as collateral for loans
totaling  approximately  $8,528,795.  The  proceeds  of these loans were used as
working capital. See "Description of Property" in Item 2.

Myjobsearch.com, inc.

         On June 22, 1999, the Company formed myjobsearch.com,  inc., a Delaware
corporation  ("MJS"),  as a  subsidiary  to  provide  an  Internet-based  career
management  resource to  distribute  and  maintain  online  career  contents for
businesses and individuals.  At the time of its formation,  the Company licensed
to MJS the  non-exclusive  right to online  use of the career  insight  sessions
comprising  the System.  In  addition,  since  inception of MJS, the Company had
loaned MJS approximately $616,559 as of December 31, 1999. By April 1, 2000, the
amounts advanced to MJS totaled approximately $1,800,000.

         On April 10, 2000, the Board of Directors of the Company authorized the
conversion of this sum into 720,000 shares of MJS Series A Convertible Preferred
Stock as part of a $6 million private  placement.  Gross proceeds to MJS in that
offering as of the date of this report were  approximately $6 million (including
the conversion of amounts owed to the Company).


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         In June  1999,  MJS sold  approximately  30%  (approximately  1,372,449
shares) of its outstanding common stock to the Company's shareholders at a price
of $.01 per share.  Each  shareholder of the Company  purchased one share of MJS
common stock for each share of the Company's common stock the shareholder owned.
In July and August 1999, MJS obtained initial financing by selling approximately
7% (252,700  shares) of its common stock to nine  investors for $1.50 per share,
for gross proceeds to MJS of $379,050.

         The Company continues to own  approximately  55% (2,000,000  shares) of
the outstanding common stock and approximately 33% of the outstanding  preferred
stock of MJS. In addition,  the executive officers and directors of the Company,
as a group, are the beneficial  owners of  approximately  19% of the outstanding
common stock of MJS.

         On April 10, 2000,  MJS effected a reverse  split of its common  stock,
reducing the number of issued and outstanding shares of common stock by a factor
of 1 for  10.  Except  as  otherwise  noted,  all  information  in  this  report
concerning MJS reflects this one-for-ten reverse split.

MJS Business Approach

         MJS's  website,  located at  www.myjobsearch.com,  has compiled  online
resources  designed  to  empower  jobseekers  to find jobs they want or  advance
within their current employment. It aggregates contacts, community and coaching,
and includes  over 170,000 links to online job boards,  recruiters,  Fortune 500
companies, classified ads and other employment-related content.

         In addition to  maintaining  this  website  for use by  individual  job
seekers,  MJS syndicates this environment to online communities,  career service
providers,  content providers and educational and government entities looking to
add value to their own websites.  Representative  customers include  newspapers,
colleges and  universities,  community and  government  placement and counseling
centers.  Proceeds from the sale of MJS convertible preferred stock will be used
to increase marketing and sales efforts of the content and related services.

         MJS  operates  in  the  career  services  industry,  which  encompasses
multiple aspects of the job search,  career placement and career  counseling and
consulting  markets.  MJS estimates that the overall career  services  industry,
including classified  advertising,  executive recruitment and staffing services,
is greater than $80 billion annually in the U.S.

         MJS plans to use its website and the  Company's  experience  in the job
search and career services industry to become a significant  online resource for
the job seeker. To accomplish this objective,  MJS has developed a strategy with
the following main elements:

o Build the premier online job search  environment  tailored to the needs of the
individual job seeker; o Build a network of website partners who license and use
this  environment  and its  content;  o Build and develop the MJS brands;  and o
Become the online job  seeker's  career  agent by  providing  key  products  and
services needed in the job search process.

         MJS generates revenues through licensing fees from website partners who
want to improve  career  resource  content on their  websites.  MJS  charges its
partners initial setup fees and continued  monthly  maintenance fees in exchange
for site content.  MJS intends to sell sponsorship and banner advertising on its
website and on the websites of its  partners,  where the revenues will be shared
with those partners.  MJS also expects to generate  revenues through the sale of
services and products targeted to the job seeker.  Examples of such services and
products include coaching and consulting services,  instructional  videos, tapes
and books, computer programs and a broad range of additional useful products.

MJS Management and Employees

         The MJS management team includes KC Holmes and Heather Stone,  who also
serve as executive officers and directors of the Company.


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         As of April 15, 2000, MJS employed 35 people.  These  employees are not
represented  by a labor union and are not subject to any  collective  bargaining
arrangement.  MJS has never experienced a work stoppage and believes that it has
good relations with its employees.

Item 2. Description of Property

Office Space Leases

         The Company's  corporate  offices and  operations are housed in class A
office space. The Company  believes that a professional  appearance is important
when providing  services to  professionals.  The headquarters and Salt Lake City
Career  Development  and Real Estate  Divisions  offices are located at 5295 So.
Commerce Drive,  Suite 475, Salt Lake City, Utah 84107.  The telephone number is
(801)  268-3232.  These offices  occupy 9,245 square feet, for a rent payment of
$15,816 per month.  The lease term  expires on April 30,  2003.  Lease  payments
gradually  increase each year of the lease term and the monthly  payment for the
final year is $18,490.  The Real Estate Division  occupies  approximately  1,000
square feet of this space.

         During 1999 the Company  opened  offices in  Seattle,  Washington,  and
Portland,  Oregon. These offices have since been closed to improve the Company's
cash position, eliminate non-performing branches and facilitate reworking of the
branch  operating model to increase cash flow by developing  alternatives to the
2-year  client  financing  currently  offered to  clients.  Cancellation  of the
Seattle  lease   resulted  in  the  forfeiture  of  a  $150,000  lease  deposit.
Cancellation  of the Portland lease resulted in a charge of $103,807.  As of the
date of this report, both leases have been satisfied.

Investments in Real Property

         The Company owns the following real property:

               1. 71.32 acres in Bluff,  Utah,  for which the Company is seeking
          re-zoning for home and RV lot development.  This property was acquired
          for  1,293,334  shares of common  stock and  assumption  of $60,000 in
          debt.  The Company has pledged  this  property as  collateral  for two
          loans totaling $2,822,613,  as follows: (i) principal of $1,116,324 at
          24%  interest  per annum,  payable to a private  family trust and (ii)
          principal of $1,646,289 at 25% interest per year, payable to a private
          investment group with no stated due date. The assumed debt consists of
          $60,000 at 3% over prime, payable to a bank in monthly installments of
          principal and interest.

               2. 280 acres in  Eastland,  Utah,  for which the  Company  is now
          developing  plans.  This property was acquired  from a private  family
          trust for 346,667 shares of common stock and $480,000 on contract with
          the seller.  The Company has pledged this property as collateral for a
          loan with principal of $475,000 at 18% interest per annum,  payable to
          an unrelated  party with a due date in May 2000.  The contract loan of
          $480,000 is interest  free,  with payments of principal at $20,000 per
          month until paid.

               3. .62 acres in  Blanding,  Utah,  including a 4,774  square foot
          office  building  that is leased back by the  seller,  who also has an
          option to buy it back at a future  date.  This  property  was acquired
          from the same private family trust that sold the Company parcels 1 and
          2. The purchase price was paid with 546,667 shares of common stock and
          assumption of $30,000 in debt,  which has been paid.  This property is
          currently  leased to a retail  pottery shop for $1,000 per month.  The
          Company has pledged this  property as  collateral  for a $338,875 loan
          from a private company.  This loan bears interest of 18% and is due in
          May 2000.

               4. 86 acres in West Mountain, Utah, which is listed for sale with
          a real estate  broker.  This  property is located in an area zoned for
          5-acre  lots  minimum  and has  access  from  the main  highway.  This
          property was acquired from an unrelated  third party for $80,000 cash,
          220,000 shares of common stock and $96,000  payable on a contract with
          the seller.  This property is encumbered by a pledge as collateral for
          a loan in  principal  amount  of  $310,000  at 30%  interest  per year
          payable  to a  private  company  and  is due in  September  2002.  The
          contract with the seller requires repayment of principal of $96,000 at
          8% interest payable to the seller in August 2001.


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               5. 37.5 acres in Genola, Utah, for which the Company is currently
          developing  plans.  This property was acquired from an unrelated third
          party for  $48,900  cash and  293,400  shares of  common  stock.  This
          property has been  pledged as  collateral  for an  unrelated  party in
          principal amount of $313,000.  This loan bears 18% interest and is due
          in June 2000.

               6. 33.5 acres in Payson,  Utah, now zoned commercial (22.5 acres)
          and  industrial  (11.1  acres),  which is  currently  listed  for sale
          through a real estate  broker.  This  property  was  acquired  from an
          unrelated  third party for $268,000 cash and 714,667  shares of common
          stock.  The  property  has been  pledged as  collateral  for two loans
          totaling  $1,265,000,  as  follows:  (i)  $756,000  at 13.5%  interest
          payable  to a  private  lender  and due in  November  2001;  and  (ii)
          $509,000  at 18%  interest  to an  unrelated  party and due on May 10,
          2000. The Company intends to renegotiate or refinance this loan.

               7. 20 acres in Elk  Ridge,  Utah.  This is  residential  property
          located  in a  prestigious  area of south  Utah  County,  and has been
          listed for sale to a developer.  This  property  was acquired  from an
          unrelated  third party for 266,667 shares of common stock and $200,000
          payable on contract with the seller.  The property has been pledged as
          collateral  for a loan in  principal  amount of  $385,000  bearing 18%
          interest per annum and payable to an unrelated  party in May 2000. The
          contract  loan with the  seller is for  principal  of  $200,000  at 0%
          interest.

               8. 160 acres near Starvation  Reservoir,  Duchesne County,  Utah,
          for which the  Company  has  prepared a plat  containing  22 lots of 5
          acres or more. If the County Commission approves the plat, the Company
          intends to contract  with a local realtor to sell the lots as platted,
          unimproved  lots.  This property was acquired from an unrelated  third
          party for  106,667  shares of common  stock.  This  property  has been
          pledged as collateral for a loan from a private lender of $100,000, of
          which $20,000 remains in an escrow  account.  This loan bears interest
          at 30% per year and is due in December 2000.

               9. 1,227 acres near Fairview,  Utah.  This property is recreation
          and hunting land that the Company  intends to sell as a single  piece.
          This  property was acquired  from an  unrelated  party for  $250,000
          cash and  201,433  shares  of common  stock.  This  property  has been
          pledged as collateral for two loans totaling  $1,103,806 as follows:
          (i) $275,000 at 18% interest per year payable to the same private
          lender;  and (ii) $828,806  bearing interest at 25% per annum  payable
          to an unrelated group of investors.

               10. Two parcels totaling 7 acres near Woodland,  Utah, consisting
          of  two  building   lots  next  to  Wolf  Creek  Estates  (a  120-acre
          subdivision,  with lots selling from $800,000 to $1.6 million).  These
          lots are currently listed for sale. This property was acquired from an
          unrelated  third party for $41,750  cash and 127,500  shares of common
          stock.  This property has been pledged as collateral for a loan from a
          private lender of $100,000.

               11.  120  acres in  Francis,  Utah,  part of a 550 acre  proposed
          development  that, if all parties concur,  will include a golf course.
          The prospective  buyers are golf course developers who want to develop
          the golf course  before  developing  the  surrounding  property.  This
          property was acquired from the same  unrelated  party as parcel 10 for
          $72,000 cash and 272,000 shares of common stock. The property has been
          pledged as  collateral  for a loan of $256,000 at 13.5%  interest  per
          year payable to a private lender, due in December 2001.

               12.  82.95 acres in Spanish  Fork,  Utah,  which earns $4,000 per
          month  from  various  leases.  A large  section  of the  property  was
          recently used as a gravel pit. The Company is seeking county  approval
          to use the excavated area as an expanded sand and gravel operation, an
          asphalt  and  concrete  recycling  facility,  and a  construction  and
          demolition  landfill.  This  property was  acquired  from an unrelated
          third party for $808,000  cash and  1,288,000  shares of common stock.
          This property is pledged as  collateral  for a loan of $938,000 from a
          private  lender.  This loan bears 90% interest per annum and is due on
          demand.  The Company is presently  seeking to  refinance  this loan at
          more  favorable  rates and on more  favorable  terms with a  different
          lender.

         All  shares  of common  stock  issued  in the  above  transactions  are
restricted  shares and were issued without  registration  under  exemptions from
registration  available under federal and state  securities  laws. Total monthly
debt service on all  encumbrances  secured by the real property totals $108,428.
The Company  believes  that there is  sufficient  equity in these  properties to
permit it to refinance  the original  debt at more  favorable  rates and on more
favorable terms, which would improve cash flow and profitability of the Company.
However,  there is no  assurance  that the  Company  will be  successful  in its
efforts  to  refinance  its debt or to sell the  property  or that if a piece of
property  is sold that the  proceeds  from that sale will exceed the amounts due
under the various encumbrances to which the property may be subject.


                                       8
<PAGE>


         The  Company  expects  to use the  proceeds  from  the sale of any real
property to the extent the proceeds exceed  applicable liens and encumbrances to
help support its general  business  operations.  The Company  believes  that the
availability of these properties for financing and the potential for profit from
the sale of these  properties  provide the Company with  flexibility in pursuing
its business plan. With one exception, all of these properties are uninsured raw
land. The Company requires the tenant of the small building in Blanding, Utah to
maintain general insurance protection deemed adequate by the Company.

Myjobsearch.com, inc. Office Space

         The principal offices of  myjobsearch.com,  inc. are located at 56 West
400 South,  Suite 201,  Salt Lake City,  Utah.  MJS leases  approximately  9,644
square feet in a restored  historic building under a lease that expires in 2002.
Its Internet servers are located in leased  facilities in Sunnyvale,  California
owned and operated by Qwest Communications.

Item 3. Legal Proceedings

         The Company is not a party to, and none of its  property is subject to,
any pending or threatened legal proceedings which, in the opinion of management,
are likely to have a material adverse effect on the financial condition, results
of operations or cash flows of the Company.

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

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of fiscal year 1999.

                                     Part II

Item 5. Market for Common Equity and Related Stockholder Matters

Trading Market

         From inception and through the year ended December 31, 1999,  there was
no  established  market for the  Company's  securities.  The common stock of the
Company  was  approved  for  quotation  under the  symbol  "TMGS" on the  Nasdaq
Electronic Bulletin Board, an over-the-counter market, on April 10, 2000.

Holders

         As of April 1,  2000,  there  were  approximately  147  holders  of the
Company's voting common stock.

Dividends

         The  Company  has not paid cash  dividends  on any class of its  common
stock.  The Company  expects to invest its profits,  if any, for the foreseeable
future.

Recent Sales of Unregistered Securities

         The Company was formed in November  1997 and  succeeded to the business
currently  conducted under the name "The Murdock Group" in May 1998. During 1998
and 1999 the Company  sold the  following  securities  without  registering  the
securities under the Securities Act of 1933:


                                       9
<PAGE>

1998

         In January 1998, the Company issued 150,000 shares of common stock to
employees.  These shares were valued at $.001 per share.

         In March 1998,  the Company issued 30,000 shares of common stock to two
Company  executives as  compensation  for services.  These shares were valued at
$.001 per share.

         In April 1998,  the Company  issued  25,000  shares of common  stock to
lenders as consideration for extending credit to the Company.  These shares were
valued at $.001 per share.

         In August 1998,  the Company  issued  344,000 shares of common stock to
employees for services,  valued at $.001 per share.

         In September 1998, the Company  sold  375,000  shares of common stock
to an investor for a purchase price of $1.33 per share. Also that month the
Company  issued 84,000 shares of common stock to an employee as compensation.

         In October  1998,  the Company  issued 27,500 shares of common stock to
three lenders as additional  consideration  for extending credit to the Company.
These shares were valued at $1.00 per share for purposes of these transactions.

1999

         During the year ended  December 31, 1999, the Company issued a total of
113,600  shares of its common stock to certain  employees  for  compensation  as
follows:

               o June 1999, 74,600 shares

               o September 1999, 2,000 shares

               o October 1999, 35,000 shares

               o December 1999, 113,600 shares

         During the year ended  December 31,  1999,  the Company sold a total of
1,103,187  shares of its common  stock for cash without  registration  under the
Securities  Act as follows:

               o March 1999, 4,068 shares

               o June 1999, 1,023,669 shares

               o July 1999, 50,000 shares

               o September 1999, 25,450 shares

         The Company  also issued a total of 584,722  shares of its common stock
during 1999 to service  providers,  consultants and others for services rendered
to the Company as follows:

               o May 1999, 10,000 shares

               o June 1999, 345,000 shares

               o August 1999, 100,000 shares

               o September 1999, 48,880 shares

               o October 1999, 50,000 shares

               o November 1999, 9,534 shares

               o December 1999, 21,308 shares

         During 1999, the Company issued 3,060,539 shares of its common stock to
convert debt to equity as follows:

               o May 1999, 226,000 shares

               o June 1999, 2,834,539 shares


                                       10
<PAGE>

         The  Company  issued a total of  2,480,068  shares of  common  stock in
August  1999 as partial  consideration  for the  purchase of real  property,  as
described elsewhere in this report.

         In  connection  with all of the  sales 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.  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. 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.

General

         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.



                                       11
<PAGE>

Results of Operations

Year ended December 31, 1999 Compared to the Year Ended December 31, 1998

         Net service  revenues  increased 38% to  $2,351,313  for the year ended
December 31, 1999 compared to $1,709,055 for the prior year. The increase in net
service   revenues  was   primarily  a  result  of  reduction  in  the  rate  of
cancellations  and a reduction  in the amount of discounts  given to  customers.
Service  revenues  decreased to $2,577,366 for the year ended December 31, 1999,
compared to $2,852,705 for the prior year.  The decrease in service  revenue was
primarily a result of the type of contract sold.  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  $715,433  for the year  ended
December  31,  1999,  compared to  $1,479,049  for the prior  fiscal  year.  The
decrease in direct  cost of  services  is a result of lower  sales and  improved
delivery  of the  company's  product  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 70% for the year ended
December 31, 1999,  compared to 13% for the prior year. The improvement in gross
profit as a  percentage  of sales 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 1998.

         General and  administrative  expenses,  which include selling  expense,
increased  to  $8,842,386  for the year ended  December  31,  1999,  compared to
$5,099,807 for the prior fiscal year. The increase in general and administrative
expense is a direct result of a one-time write-off of deferred offering costs of
approximately $200,000 associated with the Company's initial public offering for
the  year  ended  December  31,  1999,   which  were  not  incurred  during  the
corresponding  period  of the prior  year.  In  addition  the  Company  incurred
approximately $254,000 in expenses associated with the closing of the Seattle
and Portland branches.

         Interest  expense  increased to $6,478,735  for the year ended December
31, 1999,  compared to $1,845,708  for 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 December 31, 1999,  had an  accumulated  deficit of
$21,678,710.  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 carry 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 year ended December 31, 1999, the Company  acquired  several
parcels of land  primarily  with its common  stock.  Several  parcels  have also
required cash down payments of approximately  20% and the assumption of debt. As
of December  31, 1999 the Company has acquired  land with an estimated  value of
approximately $11,067,850. To purchase this land the Company incurred additional
debt totaling approximately  $2,506,150 in the form of cash down payments,  debt
assumptions  or seller  financing,  and issued  stock of the  Company  valued at
approximately  $8,482,500.  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.

         At December  31,  1999,  the Company had a working  capital  deficit of
approximately  $16,523,033.  This working capital deficit is a result of funding
operating losses primarily  through  short-term  borrowings.  The interest rates


                                       12
<PAGE>

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  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. Recent Accounting Pronouncements

         For the year ended December 31, 1999, the Company adopted SFAS No. 130,
"Reporting   Comprehensive  Income"  (SFAS  130).  SFAS  130  requires  entities
presenting  a  complete  set of  financial  statements  to  include  details  of
comprehensive  income that arise in the reporting period.  Comprehensive  income
consists of net earnings or loss for the current period and other  comprehensive
income,  which consists of revenue,  expenses,  gains and losses that bypass the
statement  of earnings  and are  reported  directly in a separate  component  of
equity.  Other  comprehensive  income  includes,  for example,  foreign currency
items, minimum pension liability  adjustments and unrealized gains and losses on
certain investment securities.

         SFAS 130 requires that components of  comprehensive  income be reported
in a financial  statement  that is displayed  with the same  prominence as other
financial  statements.  SFAS is  effective  for  fiscal  years  beginning  after
December 15, 1997 and requires  restatement of prior period financial statements
presented for comparative purposes.

         During  January  1998,  the  American  Institute  of  Certified  Public
Accountants  ("AICPA") issued Statement of Position 98-5 "Reporting on the Costs
of Start-up  Activities" (SOP 98-5).  SOP 98-5 becomes  effective for all fiscal
years  beginning  after December 15, 1998.  The Company  adopted SOP 98-5 in its
fiscal year that began January 1, 1999.

Certain Risk Factors

         This Report  contains  forward-looking  statements that may be affected
by,  risks and  uncertainties  including  many that are  outside  the  Company's
control.  The Company's  actual operating  results could differ  materially as a
result of certain factors, including those set forth below and elsewhere in this
Report.

         Absence of Profitable Operations.  From its inception,  the Company has
not achieved profitable  operations and continues to operate at a loss. Although
the Salt Lake City-based Career Development  Division operated profitably during
1999, expenses associated with corporate headquarters,  interest expense and the
costs  associated with the start-up of the Real Estate Division and the Internet
subsidiary exceeded the profits generated by that location. The present business
strategy  is to  improve  profitability  and cash  flows by  generating  profits
through the sale of real property in the Real Estate  Division and adding to the
Company's  existing  product  line  and  distribution  channels  in  the  Career
Development  Division and  myjobsearch.com.  While management  believes the cash
generated  by  operations  together  with  the  proceeds  from  the sale of real
property owned by the Company will satisfy its ordinary cash requirements for at
least 12  months,  there  can be no  assurance  that the  Company  will  achieve
profitable  operations  or that it will  not  require  additional  financing  to
achieve its business plan. See "Management's  Discussion and Analysis or Plan of
Operation."

         "Going Concern"  Issues.  The financial  statements of the Company have
been prepared on the assumption  that it will continue as a going  concern.  The
Company's  revenues  have been  limited and it has been  necessary  to rely upon
loans and capital  contributions to sustain operations.  Additional financing is
required if the Company is to continue as a going concern. If additional funding
is not obtained,  the Company will be required to scale back or discontinue  its
operations.


                                       13
<PAGE>

         Uncertainty of Future  Financial  Results.  Profitability  depends upon
many factors,  including the success of its  marketing  program,  its ability to
identify  and obtain the rights to  additional  products to add to its  existing
product line,  expansion of its distribution  and customer base,  maintenance or
reduction  of expense  levels and the success of the  business  activities.  The
Company has an accumulated  deficit as of December 31, 1999 of $20,950,950.  The
Company  anticipates  that it will  continue  to incur  operating  losses in the
future.  The ability to achieve  profitable  operations  will also depend on its
ability to develop and maintain an adequate marketing campaign and control costs
and expenses. There can be no assurance that the Company will be able to develop
and maintain adequate  marketing and distribution  resources.  If adequate funds
are not  available,  the Company may be required to materially  curtail or cease
its operations. See "Management's Discussion and Analysis or Plan of Operation."

         Intense Competition.  The career development,  real estate and Internet
industries,  including those segments in which the Company is engaged,  are each
characterized  by intense  competition.  Many of the Company's  competitors  and
potential  competitors are much larger and  consequently  have greater access to
capital.  Moreover,  many of the  Company's  competitors  have far greater  name
recognition  and  experience.  There can be no assurance that  competition  from
other  companies  will not render the  Company's  products  and services and its
business generally, noncompetitive.

         Environmental Risks. The real property owned by the Company may pose or
contain environmental hazards or risks and the ownership, development or sale of
such  properties  may subject  the Company to federal,  state and local laws and
regulations  governing the use, manufacture,  storage,  handling and disposal of
such materials and certain waste  products.  Although the Company  believes that
its activities  currently comply with the standards  prescribed by such laws and
regulations,  the Company  could be held liable for any damages  that result and
any such liability could exceed the resources of the Company. In addition, there
can be no assurance  that the Company will not be required to incur  significant
costs to comply with such environmental laws and regulations in the future.

         Dilution.  A significant number of shares of the Company's common stock
are authorized but not issued.  In addition,  there are a substantial  number of
shares of common  stock  reserved  for  issuance  upon the  exercise  of certain
options,  warrants  and  similar  rights.  If and to the  extent  such  options,
warrants or rights are  exercised,  or if the Board of Directors  determines  to
issue  authorized but previously  unissued  shares of common stock in connection
with acquisitions of real property or other  transactions,  such issuances could
substantially dilute the voting power of the existing shareholders. Furthermore,
the  possibility  of such  issuances  may  adversely  affect  the market for the
Company's common stock, should such a market ever develop.

Item 7. Financial Statements

         The Company's financial statements and associated notes are included in
this report on pages F-1 through F-19.

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

         On December 22, 1999, the Company's  Board of Directors  authorized the
engagement  of  the  firm  of  Hansen,  Barnett  &  Maxwell,   certified  public
accountants, a professional corporation, to audit the consolidated balance sheet
of the Company as December 31, 1999,  together  with the related  statements  of
operations,  stockholders'  equity,  and cash flows for the year then ended. The
engagement also includes the review of quarterly financial statements during the
year 2000.

         The former  accounting  firm  engaged by the Company for the year ended
December  31,  1998 and from  January 1, 1999 to  December  22,  1999,  David T.
Thomson, P.C., was dismissed on December 22, 1999.

         The  report  of  the  former  auditor  on  the  Company's  consolidated
financial  statements  for the year ended December 31, 1998 contained no adverse
opinion or  disclaimer  of  opinion  and was not  qualified  or  modified  as to
uncertainty, audit scope or accounting principle, except that such report on the
consolidated financial statements included an explanatory paragraph with respect
to the Company being in the development stage and its having suffered  recurring
losses  which raise  substantial  doubt about its ability to continue as a going
concern.


                                       14
<PAGE>

         In connection with the audits for the year ended December 31, 1998, and
through December 22, 1999, the Company has had no disagreements  with the former
auditor on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure,  which disagreements if not resolved
to the  satisfaction  of such  auditor  would have  caused it to make  reference
thereto in its report on the consolidated financial statements for 1998.

         During the year ended December 31, 1998, and through December 22, 1999,
there have been no  reportable  events  (as  defined  in Item  304(a)(1)(iv)  of
Regulation S-B).

         The former  auditor has  provided to the Company a letter  addressed to
the  Securities  and  Exchange  Commission  stating  that  it has  reviewed  the
disclosure  provided  in this  section of this  report on Form 10-KSB and has no
disagreement  with the  relevant  portions of this  disclosure,  pursuant to the
requirements of Item 304(a)(3) of Regulation S-B. A copy of such letter is filed
as an Exhibit to this report.

                                    Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act

Directors

         KC Thane Holmes,  Chairman, Chief Executive Officer, age 32. Mr. Holmes
has  served  as a  director  and  executive  officer  of the  Company  since its
formation.  He received a BA degree from Brigham Young  University in Psychology
with a minor in Business  and  Accounting  in 1992.  Prior to founding  Envision
Career Services,  L.L.C. and acquiring The Murdock Group in 1996, he served as a
technical sales representative for Provider Solutions,  an Elk Ridge, Utah based
software  developer  from 1995 to 1996,  and an account  executive and technical
engineer  for  Ameritech  Library  Services of Provo,  Utah, a creator of custom
software for America's largest libraries,  from 1991 to 1995. He is the Chairman
of Open Sea Inc., a marketing  business,  a former owner of a  Provo-based  real
estate  investment  firm, and a former owner of Classic  Coupons,  a Provo-based
coupon business. Mr. Holmes also serves as a Director, Chairman and CEO of MJS.

         Heather J. Stone,  Director,  President,  age 30. Ms. Stone received an
MBA  from  the  University  of  Phoenix  with a focus on marketing and strategic
planning  in  1992  and  a BA  in English from Brigham Young University in 1990.
She served as Director of Product  Management for ViewSoft,  Inc., a Provo-based
software firm, from 1994 to 1996, and a Product Line Manager for Novell, Inc., a
networking  software  firm, for several  years.  She was a technical  writer for
Clyde Digital Systems (RAXCO), an Orem,  Utah-based software company,  from 1987
to 1991.  She has  contributed  articles to  technical  journals and won several
writing awards. She has served as a director since the company's formation.  Ms.
Stone also serves as a Director and President of MJS.  Lance  Heaton,  Director,
Treasurer,  age 29. For the four years before serving as a director and employee
of the Company,  Mr.  Heaton was Vice  President of Finance and  Operations  for
Garden  Country  Inc., a regional  retail  chain.  From 1994 to 1998, he was the
managing member of Heaton,  Hall and  Associates,  a real estate company and the
controller of financial  operations for Heaton  Enterprises,  a local restaurant
chain. Mr. Heaton received a BA in Economics from the University of Utah. He has
served as a director  since  December  13,  1999.  Mr.  Heaton  also serves as a
Director of MJS.  Mr.  Holmes and Mrs.  Stone are brother and sister.  Directors
serve for a one-year term or until their successor is elected and qualified.

Executive officers

         In addition to those executive officers who also serve as directors,
namely Mr. Holmes, Ms. Stone and Mr. Heaton, the following persons serve as
executive officers of the Company:

         Kathleen Gage, Vice President of Career  Development,  age 45. Ms. Gage
joined  The  Murdock  Group in 1999 as the Salt Lake City  Branch  Manager,  and
became the Vice  President in October 1999.  Since 1994,  she owned and operated


                                       15
<PAGE>

her own consulting business.  Kathleen is a prominent public speaker and is past
president of the Utah Speakers Association. As a Certified Practitioner of Neuro
Linguistics   Programming,   she  has  broad  experience  in  sales,  marketing,
management,   public  relations,  trade  show  management,  events  coordination
promotion  and  advertising  sales.  She is the  recipient of numerous  business
awards including the 1995 Utah Speakers Association Speaker of the Year.

         Perry Frandsen,  Vice President of Real Estate, age 45. Mr. Frandsen is
a licensed real estate broker in the State of Utah.  Before  joining the Company
in 1999, he  participated  in the  development of the state licensing exam while
licensed as a state real estate instructor. He is a member of the National Board
of Realtors (GRI  designee) and past member of the National  Association of Home
Builders  (HBA).  Mr.  Frandsen comes to The Murdock Group with over 24 years of
real  estate,  land  development  and  management  experience.  He has owned and
operated  a Salt  Lake  based  land  development  company  and  several  limited
partnerships with real estate holdings in Utah and Jackson Hole,  Wyoming.  Most
recently he managed the Salt Lake City Division of Pulte Home  Corporation,  the
nation's largest homebuilder.

         Stephen  Fitzwater,  Vice President of  Operations,  age 41. Before Mr.
Fitzwater  joined the Murdock Group in 1997 he founded Advanced Massage Therapy,
an  alternative  therapy  business.  From  1993 to 1998 he  owned  and  operated
Greentree  Properties,  a Utah-based real estate investment firm specializing in
turning  around  distressed  properties.  Before  moving  to Utah in  1993,  Mr.
Fitzwater  worked in the  entertainment  industry,  culminating  as the  general
manager of the largest nightclub on the West Coast.

         Chet Nichols,  Controller, age 41. Mr. Nichols joined The Murdock Group
in January 2000.  He graduated  from the  University  of Utah in Accounting  and
Business  Management  and  completed  his CPA Testing in 1993.  Mr.  Nichols has
worked in the accounting  profession since 1982 in the Financial  Services arena
as a Reporting, Budget, Forecasting, and Strategic Planning Manager. He has been
a  Controller  since  1990  in  the  Manufacturing  and  Professional   Services
industries,   and  has  broad  experience  in  Management,   Business  Planning,
Information Systems, Accounting infrastructure and procedures,  Human Resources,
Business Consulting, and Tax.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  executive  officers,  directors and persons who beneficially own more
than  10% of a  registered  class of the  Company's  equity  securities  to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than 10% shareholders are required
by regulation of the Securities  and Exchange  Commission to furnish the Company
with copies of all Section 16(a) forms they file.

         Based  solely upon its review of the copies of such forms  furnished to
it, and representations  made by certain persons subject to this obligation that
such filings were not required to be made, the Company believes that all reports
required to be filed by these  individuals  and persons under Section 16(a) were
filed and it is not aware of any  transactions in its outstanding  securities by
or on behalf of any  director,  executive  officer or 10%  holder,  which  would
require  the filing of any report  pursuant to Section  16(a)  during the fiscal
year ended December 31, 1999, that was not filed with the Commission.

Item 10. Executive Compensation.

         The following table  summarizes the compensation of the Chief Executive
Officer of the Company during the past three fiscal years. No executive  officer
of the Company  earned more than  $100,000  during the year ended  December  31,
1999.

<TABLE>
<CAPTION>
                           Summary Compensation Table

                                                                                              Long-Term
                                                   Annual Compensation                       Compensation
                                                   -------------------                   -----------------------
                                                                           Restricted    Securities Underlying
            Position                    Year           Salary ($)          Stock Awards  Options / SARs (#) (3)
---------------------------------    -----------    -----------------      ------------  -----------------------
<S>                                        <C>      <C>                        <C>            <C>
KC Holmes                                  1997     $          -                   0            0/0
CEO                                        1998     $          -                   0            0/0
                                           1999     $     73,728               1,000          8,000/0

</TABLE>


                                       16
<PAGE>


      Stock Option Grants

         The table below sets forth the stock option  grants made by the Company
to the Chief Executive Officer during the past fiscal year.

<TABLE>
<CAPTION>
                      Option/SAR Grants in Last Fiscal Year


                                        Percent of total
               Number of Securities    Options granted to
                Underlying Options         employees               Exercise Price         Expiration
                     granted             in fiscal year              per Share               Date


Name
<S>                   <C>                     <C>                       <C>               <C>
KC Holmes             8,000                   .85%                      $1                July 2003
</TABLE>

Compensation of Directors

         Directors  of the  Company  were not paid any  compensation  for  their
services as members of the Board during the year ended December 31, 1999.

1999 Stock Option and Incentive Plan

         On July 1,  1999,  the Board of  Directors  adopted  the TMG 1999 Stock
Option  and  Incentive  Plan (the "1999  Plan").  The 1999 Plan  authorizes  the
granting of awards of up to 5,000,000  shares of common stock to key  employees,
officers,  directors,  consultants,  advisors and sales representatives.  Awards
consist of stock options  (both  non-qualified  options and options  intended to
qualify as "incentive"  stock options under Section 422 of the Internal  Revenue
Code of 1986, as amended), restricted stock awards, deferred stock awards, stock
appreciation rights and other stock-based awards, as described in the 1999 Plan.

         The  1999  Plan  is  administered  by the  Board  of  Directors,  which
determines  the persons to whom awards will be granted,  the number of awards to
be granted, and the specific terms of each grant, including the vesting thereof,
subject to the  provisions  of the 1999 Plan.  The  exercise  price of qualified
options may not be less than 100% of the fair market  value of the common  stock
on the date of grant (or 110% of the fair market  value in the case of a grantee
holding more than 10% of our outstanding stock). The aggregate fair market value
of shares for which  qualified  stock options are exercisable for the first time
by such employee during any calendar year may not exceed $100,000. Non-qualified
stock options  granted under the 1999 Plan may be granted at a price  determined
by the  Board of  Directors,  not to be less than the fair  market  value of the
common stock on the date of grant.

         The 1999 Plan also contains certain change in control provisions, which
could  cause  options and other  awards to become  immediately  exercisable  and
restrictions and deferral limitations applicable to other awards to lapse in the
event  any  "person,"  as such term is used in  Sections  13(d) and 14(d) of the
Securities  Exchange  Act of 1934,  including  a "group"  as  defined in Section
13(d), but excluding  certain of  shareholders,  becomes the beneficial owner of
more than 30% of the Company's outstanding shares of common stock.

         As of April 1, 2000,  the  Company  had  granted  options to purchase a
total of  2,165,231  shares under the 1999 Plan to 64 option  holders.  Of these
awards,  options to purchase  826,000 shares have an exercise price of $1.00 per
share and options to purchase  1,339,231  shares have an exercise price of $1.50
per share.  These options vest over periods ranging from immediately vested upon
grant to 7 years from the date of grant.

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

         The  following  table sets forth,  as of March 21, 2000,  the number of
shares of the  Company's  voting  common stock owned by (1) each person known to
the  Company  to be the  beneficial  owner  of  more  than  5% of the  Company's
outstanding  common stock,  (2) by the  executive  officers and directors of the
Company  individually,  and (3) by the  executive  officers and directors of the
Company as a group.  Except as indicated  in the  footnotes  below,  each of the
persons listed exercises sole voting and investment power over the shares of the
Company's  common  stock listed for such person in the table.  Unless  otherwise


                                       17
<PAGE>

indicated, the mailing address of the shareholder is the address of the Company,
5295 South Commerce Drive, Suite 475, Salt Lake City, Utah 84107.

                                                 Number of Shares     Percent of
          Name / Address                         (1)             Class (2)
-------------------------------------     ------------------   -------------
5% Beneficial Owners
Howe Family Trust                              2,286,668             12.0%
4110 South Highland Drive
Salt Lake City, Utah 84107

Buckeneer Family Trust                         1,269,167              6.7%
4110 South Highland Drive
Salt Lake City, Utah 84107

Directors and Executive Officers
KC Holmes                                      3,044,342             16.0%
Chief Executive Officer
Chairman of the Board

Heather Stone, President and Director          3,039,842             16.0%

    Lance Heaton, Director                       301,000              1.6%

Kathleen Gage, Vice President                      1,000                 *
       Career Development Division
   Perry Frandsen, Vice President                 40,000                 *
       Real Estate Division
   Stephen Fitzwater, Vice President               1,000                 *
       Operations
Officers and Directors as a group
       (7 persons)                             6,427,184             33.8%

-----------------

         *           Less than 1%.

         (1)      Entries  exclude  beneficial   ownership  of  shares  issuable
                  pursuant  to  options  that  have not  vested  or that are not
                  otherwise exercisable as of the date hereof and which will not
                  become  vested  or  exercisable  within 60 days of the date of
                  this Proxy Statement.

         (2)      Percentages rounded to nearest one-tenth of one percent.


Item 12. Certain Relationships and Related Transactions

         In 1998 and 1999,  the Company made loans to KC Holmes,  an officer and
director of the Company.  These loans totaled  $277,824 and $441,086 at December
31, 1998 and 1999, respectively.  Each loan bears interest at the annual rate of
12%, has no maturity  date, and is based on an oral  agreement.  The Company has
provided an  allowance  on its  financial  statements  for these  related  party
receivables.

         In 1998 and 1999, the Company made loans to Heather  Stone,  an officer
and  director of the  Company.  These  loans  totaled  $96,803  and  $132,247 at
December 31, 1998 and 1999, respectively. Each loan bears interest at the annual
rate of 12%,  has no  maturity  date,  and is  based on an oral  agreement.  The
Company has provided an allowance on its financial  statements for these related
party receivables.


                                       18
<PAGE>

         During 1998, the Company  borrowed $70,000 from Scott Holmes, a brother
of KC Holmes and Heather Stone, directors and executive officers of the Company.
This loan was converted to stock of the Company.

         The  Company  regularly  purchases  computer  hardware,  software,  and
services from Coastlink Consulting, which is a sole proprietorship registered in
the State of Utah.  The owner of Coastlink  Consulting  is Chris Leonard who was
also an officer and employee of the Company  during 1998 and until June 1999 and
an officer of MJS from June 1999 to the date of this report. The amounts paid to
Coastlink Consulting for the years ended December 31, 1998 and 1999, were $7,102
and $0, respectively.

         Interest paid to related  parties for the years ended December 31, 1998
and 1999,  was  approximately  $37,184 and $109,660,  respectively.  The related
parties were  employees or immediate  family  members of executive  officers and
employees of the Company.

         The  Company  has a  revolving  credit  arrangement  at 24%  per  annum
calculated on month end outstanding balances, with Open Sea Corporation,  a Utah
corporation.  Open Sea is owned or  controlled  by KC Holmes  and Lance  Heaton,
directors  of the Company,  and Scott  Holmes,  the brother of KC Holmes.  As of
December 31, 1999 Open Sea owed the Company $328,147,  and the Company owed Open
Sea $0 under this arrangement.

         The  Company was  indebted to  employees  and former  employees  in the
amount of $123,500  as of December  31,  1999,  relating to a private  placement
offering.  The Company  also owed the  parents of an employee  $69,896 for funds
advanced to the Company  under a line of credit  arrangement  as of December 31,
1999.  As of that date,  the Company also owed  employees and parents of certain
employees a total of $229,800 for funds advanced under  promissory  notes to the
Company.

         In 1999, the Company purchased certain property in Eastland,  Utah from
the Howe Family Trust,  beneficial owner of  approximately  12% of the Company's
issued and outstanding  common stock. The terms of that transaction  included an
agreement  on the part of the trust to carry  back a note on the  balance of the
purchase price in principal  amount of $480,000.  The note bears no interest and
is payable in monthly principal installments over 12 months.

         KC Holmes and Heather Stone are also directors,  officers and principal
shareholders of MJS.

         During 1999, the Company provided accounting and other services for MJS
for which MJS was assessed an allocable share of the salaries and other expenses
of the  employees of the Company  providing  those  services.  From June through
December  31,  1999,  the net amount  accrued or paid to the  Company  for these
services totaled approximately $29,082.

         At the time MJS was formed,  the Company was its sole shareholder.  The
initial  capitalization  of MJS was a  contribution  of assets and  intellectual
property  developed by the Company for Internet  applications of its proprietary
job search  curriculum.  A total of  2,000,000  shares of MJS common  stock were
issued at inception of MJS to the Company.

         In June 1999, MJS sold 1,326,449 shares of common stock to the existing
shareholders of the Company. The offer and sale of these shares were made on the
basis of one share of MJS stock for each  share of the  Company's  common  stock
owned. The purchase price of the MJS shares in this offering was $.01 per share.
The  offer  and sale was not  registered  under  the  Securities  Act of 1933 in
reliance upon an exemption from  registration  under the rules promulgated under
the  Securities  Act. Our Chief  Executive  Officer and President each purchased
304,884  shares of MJS common stock in that  offering  based on their  ownership
interest in the Company.

         MJS  and  the  Company  entered  into a  license  agreement  for  MJS's
exclusive use on the Internet of the proprietary job search system  developed by
the Company.  Under the terms of the license  agreement,  MJS has the  exclusive
right in perpetuity to use the System in Internet  applications  without payment
of a royalty or fee of any kind.

         In June 1999,  the Company  entered into an agreement  with MJS to loan
MJS cash for working  capital.  The funds for this  transaction were obtained by
the Company from a private lender.  As consideration for this loan, the Company,
as the sole shareholder of MJS at the time,  agreed to cause MJS to issue common
stock purchase  warrants to the lender for the purchase of 296,459 shares of MJS
common  stock at a  purchase  price of  $3.00  per  share.  These  warrants  are
currently  exercisable  and expire in 2006.  Aspen Resources also has a security
interest in 1,000,000 shares of MJS common stock owned of record by the Company.
Amounts loaned to MJS under this arrangement totaled approximately $1,800,000 as
of April 10, 2000. At that date, the Company agreed to convert the amounts owing
by MJS to a  subscription  for the  purchase  of 720,000  shares of MJS Series A
Convertible Preferred Stock.


                                       19
<PAGE>

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

(a)   Exhibits

           The  Company  files  the  following  exhibits  with  this  report  or
      incorporates by reference to exhibits filed previously with the Securities
      and Exchange Commission by the Company.

Exhibit No.      Description
3.1              Articles of Incorporation dated November 5, 1997*
3.2              Bylaws dated November 5, 1997*
3.3              Amended Bylaws of The Murdock Group Career Satisfaction
                 Corporation dated January 3, 2000
4.1              Form of Stock certificate*
4.2              Form of Bond certificate*
10.1             Purchase of The Murdock Group by Envision Career Services, LLC
                 dated July 26, 1996.*
10.2             Exchange Agreement between The Murdock Group and Envision dated
                 May 31, 1998.*
10.3             Lease of Office Space by Corporate Headquarters*
10.4             License Agreement with myjobsearch.com, inc.
10.5             1999 Stock Option Plan
10.6             Stock Option Form of Award
10.7             Contract for Purchase of Real Property
10.8             Contract for Purchase of Real Property
10.9             Contract for Purchase of Real Property
10.10            Contract for Purchase of Real Property
10.11            Contract for Purchase of Real Property
10.12            Contract for Purchase of Real Property
10.13            Contract for Purchase of Real Property
10.14            Contract for Purchase of Real Property
10.15            Contract for Purchase of Real Property
10.16            Contract for Purchase of Real Property
10.17            Contract for Purchase of Real Property
10.18            Contract for Purchase of Real Property
16                Letter on change in certifying accountant
21.1             List of subsidiaries
23.1             Consent of Hansen Barnett & Maxwell, CPA
23.2             Consent of David Thomson, CPA
27               Financial Data Schedule

*  Filed as Exhibit to the Company's registration statement on Form SB-2,
Commission File No. 333-65319.

(b)   Reports on Form 8-K

      The Company  filed a report during the 4th quarter of the last fiscal year
to report a change in its auditor.


                                       20
<PAGE>


                                   Signatures

In  accordance  with  Section 13 or 15(d) of the  Securities  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 12th day of May, 2000
  /s/ KC Holmes
-----------------------------------------------
KC Holmes, CEO (Principal Executive Officer)

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

Dated this 12th day of May, 2000

  /s/ KC Holmes
-----------------------------------------------
KC Holmes, CEO and Director

  /s/ Heather Stone
-----------------------------------------------
Heather Stone, President and Director

  /s/ Lance Heaton
-----------------------------------------------
Lance Heaton, Director

  /s/ Chet Nichols
-----------------------------------------------
Chet Nichols, Controller (Principal Accounting Officer)


                                       21

<PAGE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION







               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                       AND
                        CONSOLIDATED FINANCIAL STATEMENTS







                                December 31, 1999


                            HANSEN, BARNETT & MAXWELL
                           A Professional Corporation
                          CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>






                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION


                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page

Report of Hansen, Barnett & Maxwell,
     Independent Certified Public Accountants...............................F-2

Report of David T. Thomson, P.C., Independent Auditor.......................F-3

Consolidated Balance Sheets - December 31, 1999 and 1998....................F-4

Consolidated Statements of Operations for the Years Ended December 31, 1999 and
  1998......................................................................F-6

Consolidated Statements of Stockholders' Deficit for the Years Ended
 December 31, 1998 and 1999.................................................F-7

Consolidated Statements of Cash Flows for the Years Ended December 31, 1999 and
  1998......................................................................F-8

Notes to Consolidated Financial Statements..................................F-9


                                       F-1

<PAGE>



HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS

                                                                 (801) 532-2200
Member of AICPA Division of Firms                            Fax (801) 532-7944
Member of SECPS                                   345 East 300 South, Suite 200
Member of Summit International Associates       Salt Lake City, Utah 84111-2693


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and the Shareholders
The Murdock Group Career Satisfaction Corporation

We have audited the accompanying consolidated balance sheet of The Murdock Group
Career  Satisfaction  Corporation,  a Utah  corporation,  and  Subsidiary  as of
December  31,  1999,  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 financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated 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.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of The Murdock Group
Career  Satisfaction  Corporation and  Subsidiaries as of December 31, 1999, and
the results of their operations and their cash flows for the year then ended, in
conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 8 in the
consolidated  financial  statements,  the Company has suffered  recurring losses
from operations,  had a working capital  deficiency of $16,523,034 and a capital
deficiency of $8,142,049  at December 31, 1999,  and has had recurring  negative
cash flows from  operating  activities.  These factors raise  substantial  doubt
about the Company's ability to continue as a going concern. Management's plan in
regard to these matters are also  described in Note 8. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
April 28, 2000

                                       F-2

<PAGE>






                          REPORT OF INDEPENDENT AUDITOR


Board of Directors
The Murdock Group Career Satisfaction Corporation

I have  audited  the  consolidated  balance  sheet of The Murdock  Group  Career
Satisfaction  Corporation  as of December 31, 1998 and the related  consolidated
statements of operations, stockholders' deficit and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  My  responsibility  is to  express  an  opinion  on  the  financial
statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatements. 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.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion,  the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of The Murdock Group
Career Satisfaction Corporation and Subsidiaries as of December 31, 1998 and the
results of their  operations  and their cash flows for the year then  ended,  in
conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As shown in the consolidated
financial  statements,  the Company has  experienced a consolidated  net loss of
$6,636,101 for the year ended December 31, 1998 and has incurred substantial net
losses since its inception.  At December 31, 1998,  current  liabilities  exceed
current  assets by  $6,818,038  and total  liabilities  exceed  total  assets by
$8,095,353. These factors, and the others discussed in Note 8, raise substantial
doubt  about  the  Company's  ability  to  continue  as  a  going  concern.  The
consolidated financial statements do not include any adjustments relating to the
recoverability  and  classification  of  recorded  assets,  or the  amounts  and
classification  of liabilities  that might be necessary in the event the Company
cannot continue in existence.


                                             /s/ David T. Thomson, P.C.

Salt Lake City, Utah
April 22, 1999



                                       F-3

<PAGE>



                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                            December 31,
                                                                                ---------------------------------------
                                                                                      1999                  1998
                                                                                -----------------     -----------------
Current Assets
<S>                                                                             <C>                   <C>
       Cash ....................................................................$           1,907     $           6,275
       Current portion of contracts receivable, net ............................          712,219               381,084
       Accounts receivable - related parties....................................          361,147                65,689
       Accrued interest receivable..............................................          120,820                   621
       Prepaid and other current assets.........................................           59,884                45,983
       Deferred offering costs..................................................              --                153,659
                                                                                -----------------     -----------------

             Total Current Assets...............................................        1,255,977               653,311
                                                                                -----------------     -----------------

Property and Equipment, at cost
       Computer equipment.......................................................          972,026               609,781
       Software.................................................................          384,998                   --
       Furniture and fixtures...................................................          364,685               162,014
       Leasehold improvements ..................................................           77,574                75,506
                                                                                -----------------     -----------------
                                                                                        1,799,283               847,301
       Less: accumulated depreciation and amortization..........................         (369,849)             (161,545)
                                                                                -----------------     -----------------

             Net Property and Equipment ........................................        1,429,434               685,756
                                                                                -----------------     -----------------

Other Assets
       Contracts receivable - less current portion, net.........................          507,844               170,958
       Deposits and other assets................................................           96,854               419,654
       Investments..............................................................       11,067,850                25,000
                                                                                -----------------     -----------------

             Total Other Assets.................................................       11,672,548               615,612
                                                                                -----------------     -----------------

Total Assets....................................................................$      14,357,959     $       1,954,679
                                                                                =================     =================
</TABLE>




              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       F-4

<PAGE>



                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)

                                   LIABILITIES
<TABLE>
<CAPTION>
                                                                                             December 31,
                                                                                ---------------------------------------
                                                                                     1999                  1998
                                                                                -----------------     -----------------
Current Liabilities
<S>                                                                             <C>                   <C>
       Short-term notes payable.................................................$      12,521,900     $       2,738,700
       Short-term notes payable - related parties...............................          418,196             1,075,989
       Current portion of notes payable.........................................          951,963             1,915,000
       Current portion of notes payable - related parties.......................           15,000                40,000
       Current portion of obligations under capital leases .....................          554,431               132,056
       Accounts payable.........................................................        2,676,957               351,154
       Accrued liabilities......................................................          590,564             1,218,450
       Unearned revenue ........................................................           50,000                   --
                                                                                -----------------     -----------------

             Total Current Liabilities..........................................       17,779,011             7,471,349
                                                                                -----------------     -----------------


Notes payable...................................................................        2,915,083             1,390,000
Notes payable - related parties.................................................              --                100,000
Obligations under capital leases................................................          642,754               524,773
                                                                                -----------------     -----------------

             Total Long-Term Liabilities........................................        3,557,837             2,014,774
                                                                                -----------------     -----------------

Redeemable Common Stock
       Common Stock - Class A, no par value , 775,440  shares and 375,940 shares
        issued and outstanding, respectively, redeemable
        at $1.50 per share......................................................        1,163,160               563,910
                                                                                -----------------     -----------------

Stockholders' Deficit
       Common  Stock - Class A, no par  value,  100,000,000  shares  authorized;
         18,174,637 shares and 8,112,300 shares issued and
         outstanding, respectively..............................................       13,536,661               408,900
       Common Stock - Class B, no par value, 100,000,000 shares
        authorized; no shares issued and outstanding............................              --                    --
       Accumulated deficit......................................................      (21,678,710)           (8,504,253)
                                                                                -----------------     -----------------

             Total Stockholders' Deficit........................................       (8,142,049)           (8,095,353)
                                                                                -----------------     -----------------

Total Liabilities and Stockholders' Deficit.....................................$      14,357,959     $       1,954,679
                                                                                =================     =================
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       F-5

<PAGE>



                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS




<TABLE>
<CAPTION>
                                                                                         For the Years Ended
                                                                                              December 31,
                                                                                ---------------------------------------
                                                                                     1999                   1998
                                                                                -----------------     -----------------
Revenue
<S>                                                                             <C>                   <C>
       Service revenue, inclusive of interest charged...........................$       2,577,366     $       2,852,705
       Less contract discounts and cancellations................................         (226,053)           (1,143,650)
                                                                                -----------------     -----------------

             Net Revenue........................................................        2,351,313             1,709,055
                                                                                -----------------     -----------------

Cost of Revenue.................................................................          715,433             1,479,049
                                                                                -----------------     -----------------

             Gross Profit.......................................................        1,635,880               230,006
                                                                                -----------------     -----------------

Operating Expenses
       Selling, general and administrative......................................        8,064,010             4,076,407
       New products research and development....................................          548,396               883,967
       Depreciation and amortization............................................          229,980               139,433
                                                                                -----------------     -----------------

             Total Operating Expenses...........................................        8,842,386             5,099,807
                                                                                -----------------     -----------------

Other Income (Expense)
       Interest expense.........................................................       (6,478,735)           (1,845,709)
       Other income.............................................................           57,464                79,409
                                                                                -----------------     -----------------

             Total Other Income (Expenses)......................................       (6,421,271)           (1,766,300)
                                                                                -----------------     -----------------

Loss Before Minority Interest...................................................      (13,627,777)           (6.636.101)
                                                                                -----------------     -----------------

Minority Interest in Loss of Consolidated Subsidiary............................          453,320                   --
                                                                                -----------------     -----------------

Net Loss     ...................................................................$     (13,174,457)    $      (6,636,101)
                                                                                =================     ==================


Basic and Diluted Net Loss Per Class A Common Share.............................$           (1.05)    $           (0.75)
                                                                                ==================    =================


Weighted Average Class A Shares Used in Per Share Calculations..................       12,500,000             8,887,000
                                                                                =================     =================
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       F-6

<PAGE>



                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                           DECEMBER 31, 1998 AND 1999



<TABLE>
<CAPTION>
                                                        Class A Common Stock                    Accumulated
                                                           Shares            Amount                   Deficit         Total

<S>                <C> <C>                       <C>                  <C>                   <C>                  <C>
Balance - December 31, 1997......................       9,880,000     $             988     $       (1,868152)   $    (1,867,164)

Shares issued pursuant to offering of
   promissory notes at a value of $0.01
   per share during January 1998.................         150,000                 1,500                   --               1,500
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.....................................         300,000               360,030                   --             360,030
Shares issued for cash at $1.20..................         375,940               450,000                   --             450,000
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 share.....................         113,600               113,600                   --             113,600
Shares issued for services; valued at
   $1.00 to $1.50 per share......................         584,722               610,929                   --             610,929
Shares issued to pay off debt; valued at
   $1.00 to $1.25 per share......................       3,060,539             3,532,617                   --           3,532,617
Shares issued to purchase real estate
   property; valued at $1.50 per share...........       5,678,789             8,485,178                   --           8,485,178
Shares purchased in connection with
 real estate acquisitions at $1.50 per share.....         (79,000)             (118,500)                                (118,500)
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)
                                                 ================     =================     =================    ===============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       F-7

<PAGE>



                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                       For the Years Ended
                                                                                            December 31,
                                                                                ---------------------------------------
                                                                                       1999                   1998
                                                                                -----------------     -----------------
Cash Flows From Operating Activities
<S>                                                                             <C>                   <C>
       Net loss.................................................................$     (13,174,457)    $      (6,636,101)
       Adjustments to reconcile net loss to net cash
        used in operating activities:
             Expenses paid by stock issuances...................................          784,360              522,810
             Depreciation and amortization......................................          229,980               139,433
             Noncash expenses...................................................          436,664                  --
             Loss on disposition of property and equipment......................            4,139                  --
             Loss on disposition of other assets................................           53,054                  --
       Change in operating assets and liabilities:
             Contracts receivable...............................................         (668,021)               95,570
             Contracts receivable - related party...............................          (24,821)                9,824
             Accrued interest receivable........................................         (120,199)                 --
             Prepaid expenses and other.........................................          (13,901)                 (455)
             Amounts due from related parties - current.........................              --                (82,794)
             Deferred offering costs............................................          153,659              (153,659)
             Intangible assets..................................................              --                (11,523)
             Deposits and other assets..........................................              --               (272,760)
             Amounts due from related parties...................................              --                 27,263
             Accounts payable...................................................        2,325,802               101,808
             Accrued liabilities................................................         (639,487)              976,687
             Unearned revenue...................................................           50,000              (579,543)
             Minority interest in loss of subsidiary............................         (453,320)                  --
                                                                                -----------------     -----------------
             Net Cash Used In Operating Activities                                    (11,056,548)           (5,863,440)
                                                                                ------------------    -----------------

Cash Flows From Investing Activities
       Acquisition of real estate investments...................................         (478,332)                  --
       Purchases of property and equipment......................................         (199,993)             (411,258)
       Decrease in deposits and other assets....................................          348,575                   --
       Proceeds (payments) from investments.....................................           25,400                   --
                                                                                -----------------     -----------------
             Net Cash Used In Investing Activities                                       (304,350)             (411,258)
                                                                                ------------------    -----------------

Cash Flows From Financing Activities
       Increase in minority interests...........................................          373,490                   --
       Proceeds from notes payable..............................................       22,118,138             9,912,672
       Proceeds from related party notes payable................................        3,250,944                   --
       Principal payments on notes payable......................................      (11,355,881)           (4,083,303)
       Principal payments on related party notes payable........................       (3,855,224)                  --
       Payments on capital lease obligations....................................         (217,295)                  --
       Payments for private placement offering..................................          (60,829)                  --
       Proceeds from sale of stock..............................................        1,103,187               450,000
                                                                                -----------------     -----------------
             Net Cash Provided by Financing Activities                                 11,356,530             6,279,369
                                                                                -----------------     -----------------

Net Increase (Decrease) in Cash                                                            (4,368)                4,671
Cash at Beginning of Year                                                                   6,275                 1,604
                                                                                -----------------     -----------------

Cash at End of Year                                                             $           1,907     $           6,275
                                                                                =================     =================
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       F-8

<PAGE>



                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                                     For the Years Ended
                                                                                                       December 31,
                                                                                    1999                   1998
                                                                               -----------------     -----------------

<S>                                                                            <C>                   <C>
Supplemental Cash Flow Information Cash paid during the year for:

             Interest                                                          $       3,655,289     $       1,021,236
                                                                               =================     =================

             Income Taxes                                                      $             --      $             --
                                                                               =================     =================


Supplemental Disclosures of Noncash Investing
   and Financing Activities
       Stock issued in conversion of notes payable                             $       3,532,617     $             --
       Stock issued for investments in real estate                                     8,485,178                   --
       Debt issued for investments in real estate                                      2,109,542                   --
       Equipment acquired under capital leases                                           106,052               200,811
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       F-9

<PAGE>


                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS

The Murdock Group Career Satisfaction  Corporation (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.  The Company's  main office is
located in Salt Lake City,  Utah.  The  Company  closed the  offices in Seattle,
Washington  and  Portland,  Oregon on June 16,  1999.  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 DBA The Murdock Group.

Envision Career Services LLC. DBA The Murdock Group (Envision), owned a majority
share of the corporation prior to the business  combination with the Company and
Envision's  dissolution.  Envision originally  conducted the business activities
explained above which now continue in the surviving corporate entity.

On June 22, 1999, the Company formed a subsidiary called myjobsearch.com,  inc.,
a  development  stage company that intends to provide an  Internet-based  career
management resource targeted to the individual as well as business to business.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 date of the financial
statements and the reported amounts of revenues and expenses during the reported
periods. Actual results could differ from those estimates.

Consolidation  Principles - The accompanying  consolidated  financial statements
include the accounts of the Companies as outlined in the business combination as
explained in note 4. Intercompany transactions and balances have been eliminated
in consolidation.

Net Loss Per Share - The  computation  of net income  (loss) per share of common
stock is based on the weighted average number of shares  outstanding  during the
period presented.

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.

Cash - The Company considers highly liquid investments with an original maturity
of three months or less to be cash.

Property  and  Equipment  -  Property  and  equipment  are  stated  at cost  and
depreciated  using the  straight-line  method over their estimated useful lives.
Leasehold  improvements are amortized over the terms of the respective leases or
the  estimated  economic  lives  of  the  assets,   whichever  is  shorter.  The
depreciation and amortization periods are as follows:

Computer equipment and software................................. 3-5 years
Office equipment................................................   5 years
Art, furniture and fixtures.....................................   7 years
Leasehold improvements and other................................   5 years

Depreciation expense for the years ended December 31, 1999 and 1998 was $229,980
and $139,433, respectively. Depreciation expense includes amortization of assets
under capital lease.

Upon  retirement or other  disposition of property and  equipment,  the cost and
related accumulated depreciation and amortization are removed from the accounts.
The resulting gain or loss is reflected in income. Major renewals and

                                      F-10

<PAGE>


                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

betterments  are  capitalized,  while minor  expenditures  for  maintenance  and
repairs are charged to expense as incurred.

Accounting  for the Impairment of Long-Lived  Assets - The Company  accounts for
impairment  of  long-lived  assets in  accordance  with  Statement  of Financial
Accounting  Standards  ("SFAS")  No.  121,  "Accounting  for the  Impairment  of
long-lived  Assets  and for  long-lived  Assets  to be  Disposed  of."  SFAS 121
requires that  long-lived  assets be reviewed for impairment  whenever events or
changes in  circumstances  indicate  that the book value of the asset may not be
recoverable. The Company evaluates at each balance sheet date whether events and
circumstances  have occurred that indicate  possible  impairment.  In accordance
with SFAS No. 121, the Company uses an estimate of the future  undiscounted  net
cash flows of the related  assets over the remaining  life in measuring  whether
the assets are recoverable.


Income Taxes - Income  taxes are  provided  for the tax effects of  transactions
reported in the  financial  statements  and consist of taxes  currently due plus
deferred  income  taxes  related   primarily  to  the  difference   between  the
corporation  reporting  income  on the  cash  basis  for  tax  purposes  and the
reporting of income on the accrual basis of accounting  for financial  statement
purposes.  Deferred  income taxes represent the future income tax consequence of
those timing differences, which will in the future be taxable or deductible when
the assets or liabilities are recovered or settled.

Concentrations  of  Credit  Risk  - The  Company's  financial  instruments  that
potentially  subject  the  Company  to  concentrations  of credit  risk  consist
principally of cash, contracts receivable,  and loans to related parties. In the
normal course of business,  the Company  provides credit terms to its customers.
The Company performs on going credit  evaluations of its customers and maintains
allowances for possible losses, but typically does not require collateral.

Research and Development  Costs - Research and Development costs are expensed as
incurred.

Advertising  - The  Company  expenses  the cost of  advertising  when  incurred.
Advertising  expense  for the  periods  ending  December  31,  1999 and 1998 was
$2,245,935 and $551,812.

Reclassification  - Certain  accounts  have been  reclassified  to conform  with
current presentations, which have no effect on net income (loss)

NOTE 3 - CONTRACTS RECEIVABLE - NON RELATED

<TABLE>
<CAPTION>
Contracts receivable consists of the following at December 31,
                                                                                         1999                  1998
                                                                                   -----------------     -----------------
<S>                                                                                <C>                   <C>
       Current
             Contracts receivable                                                  $         863,099     $         559,812
             Write-off allowance                                                            (135,126)             (178,728)
                                                                                   -----------------     -----------------

             Net                                                                   $         727,973     $         381,084
                                                                                   =================     =================

       Non-Current
             Contracts receivable                                                  $         626,609     $         227,230
             Write-off allowance                                                            (118,765)              (56,272)
                                                                                   -----------------     -----------------

             Net                                                                   $         507,844     $         170,958
                                                                                   =================     =================

       Total
             Contracts receivable                                                  $       1,473,954     $         773,086
             Write-off allowance                                                            (253,891)             (235,000)
                                                                                   -----------------     -----------------

             Net                                                                   $       1,220,063     $         552,042
                                                                                   =================     =================
</TABLE>




                                      F-11

<PAGE>


                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - BUSINESS COMBINATION

Effective May 31, 1998, the members of the limited liability company  (Envision)
exchanged  their  membership  interest for shares of stock in The Murdock  Group
Career  Satisfaction  Corporation  (Murdock),  a  Utah  Corporation.  Envision's
members  conveyed  all of their  membership  interest to Murdock in exchange for
8,205,800  shares of Murdock stock. As a result of the  transaction,  Envision's
membership interests in Envision were terminated and Envision was dissolved.  As
a result of the  exchange,  a majority  of Murdock  stock was owned by  Envision
members and they assumed the operating control of the combined entity,  Murdock.
Where the  ownership  and  operating  control in the combined  entity  reside in
shareholders  of  the  acquired   corporation,   generally  accepted  accounting
principles  require that  Envision be treated as the  purchaser  for  accounting
presentation.  The business  combination  of Murdock with Envision was accounted
for as a combination of entities under common  control,  similar to a pooling of
interests.  No  acquired  assets or  liabilities  were  adjusted  to fair value.
Murdock had no  operating  or material  assets or  liabilities  prior to May 31,
1998, and the financial  statements  are  essentially  the historical  financial
statements of Envision. Envision's equity has been adjusted to reflect the above
accounting treatment,  therefore,  consolidated historical data of Envision from
inception has been combined and shown in these financial statements.

NOTE 5 - INVESTMENTS IN REAL ESTATE

The Company has acquired  certain  parcels of real estate  primarily  within the
rural  areas of the State of Utah  which it  intends  to  develop or resell at a
future date. These  investments are carried at the lower of cost or market.  The
Company   acquired  these   properties   through  making   payments  in  various
combinations of stock issuances, new debt issuances or assumptions and cash. The
stock was valued at $1.50 per share on all of these investment acquisitions.  At
December  31,  1999,  the  Company  estimated  that its  carrying  amount in the
property was less than the related appraised values.

NOTE 6 - NONCANCELLABLE OPERATING LEASES

The Company leases office  facilities and office equipment under  noncancellable
operating leases.

Future  minimum lease  payments  under  noncancellable  operating  leases are as
follows:

<TABLE>
<CAPTION>
 Year Ending December 31,                             Amount
                                             ---------------
<S>     <C>                                  <C>
           2000                              $       319,175
           2001                                      336,166
           2002                                      328,812
           2003                                      310,709
           2004                                      323,601
        Thereafter                                   163,949
                                             ---------------
                                             $     1,782,412
                                             ===============
</TABLE>

Facility  rental  expense  for the  periods  ending  December  31, 1999 and 1998
totaled approximately $608,049 and $511,032, respectively.

NOTE 7 - CAPITAL LEASES

The  Company  leases  computer  software,  hardware,  and office  furniture  and
fixtures under capital leases.  The assets and liabilities  under capital leases
are recorded at the lower of the present value of the minimum lease  payments or
the fair value of the asset. The assets are amortized (or depreciated)  over the
lower  of  their  related  lease  terms or  their  estimated  productive  lives.
Amortization  (or  depreciation)  of assets under capital  leases is included in
depreciation expense for December 31, 1999 and 1998.

<TABLE>
<CAPTION>
Following is a summary of property held under capital leases at December 31,

                                                                                           1999                 1998
                                                                                ---------------     ----------------
<S>                                                                             <C>                 <C>
                  Computer equipment                                            $       317,797     $        205,811
                  Equipment, furniture and fixtures                                     770,078              107,967
                  Leasehold improvements and other                                       48,430               48,430
                                                                                ---------------     ----------------
</TABLE>

                                      F-12

<PAGE>


                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S>                                                                                   <C>                    <C>
                                                                                      1,136,305              362,208

                  Less: accumulated depreciation and amortization                      (167,098)             (67,851)
                                                                                ---------------     ----------------

                                                                                $       969,207     $        294,357
                                                                                ===============     ================
</TABLE>

<TABLE>
<CAPTION>
Minimum  future lease  payments  under capital  leases for each of the next five
years and in the aggregate at December 31, 1999 are:

<S>                                                                                             <C>
                           Fiscal Year Ending December 31,
                                        2000                                                    $       700,180
                                        2001                                                            444,396
                                        2002                                                            165,819
                                        2003                                                            116,177
                                        2004                                                             51,851
                                                                                                ---------------

                  Total Minimum Lease Payments                                                        1,478,423
                  Less: Executory Costs                                                                  (5,947)

                  Net minimum lease payments                                                          1,472,476
                  Less: Amount representing interest                                                   (275,291)

                  Present value of net minimum lease payments                                         1,197,185
                  Less: Current Portion                                                                (554,431)

                  Long-Term Portion                                                             $       642,754
                                                                                                ===============
</TABLE>

NOTE 8 - GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles, which contemplates continuation of the
Company as a going  concern.  However,  the  Company has  sustained  substantial
operating losses since inception.  In addition, the Company has used substantial
amounts of working  capital in its  operations.  Further,  December 31, 1999 and
1998,  current  liabilities  exceed current assets by $16,523,034 and $6,818,038
respectively,  and total  liabilities  exceed  total  assets by  $6,978,889  and
$7,531,444, respectively.

In view of these  matters,  realization  of a major portion of the assets in the
accompanying  balance  sheet  is  dependent  upon  continued  operations  of the
Company,  which in turn is  dependent  upon the  Company's  ability  to meet its
financing requirements, and the success of its future operations.

Management  believes that a major  contribution  of losses to date were incurred
while developing the Company's proprietary job-search technology into a training
system that  serviced a larger  volume of  customers.  The Company has completed
development  on the training  system and  anticipates  that it now has a product
that  can  operate  profitably.  Management  also  anticipates  a  reduction  in
cancellations, discounts, and write offs with the new product.

Management has supplemented the Career Training with Corporate Services division
and a Career  Fair  division  which are both  expected  to  generate  additional
revenues  independently  as well as  generating  leads for the  Career  Training
Division.

Additionally,   the  Company  has  formed  an  Internet   based  company  called
myjobsearch.com  which  distributes  and  maintains  online  career  content for
businesses. This company has recently completed equity fundings of approximately
$6,400,000.  The  Company  may  liquidate  some or all of its  holdings  in this
subsidiary to meet current and future obligations.

Management  has also  undertaken an effort to supplement  the  operations of the
career development program by pursuing investments in real estate ventures.  The
real estate acquired has been leveraged to obtain financing which

                                      F-13

<PAGE>


                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

has been used to fund the  operations  of the  Company.  The Company  intends to
develop these  properties or sell the properties at an appreciated  value in the
future,  however, there can be no guarantee that these real estate ventures will
prove profitable.

NOTE 9 - DUE FROM RELATED PARTIES

<TABLE>
<CAPTION>
Amounts due from related parties consists of the following at December 31,

                                                                                           1999                 1998
                                                                                ---------------     ----------------
<S>                                                                             <C>                 <C>
           Loans to officers and directors. The loans are
           unsecured with interest at 8%.                                       $       573,333     $        374,627

           Less: Allowance for uncollectibility due to
           personal guarantees on other Company debts.                                 (573,333)            (374,627)

           Loan due from employee at 6% interest, due
           July 14, 2000.                                                                    --                3,583

           Loan to an affiliated company through a revolving
           line of credit, interest at 10%, unsecured.                                  328,147               57,512

           Loans to employee, unsecured, non-interest bearing.                           33,000                  --

           Employee advances, no interest, unsecured.                                        --                4,594

           Total                                                                $       361,147     $         65,689
                                                                                ===============     ================
</TABLE>




NOTE 10 - RELATED PARTY TRANSACTIONS

KC Holmes, a director and officer of the Company,  owed the Company $441,086 and
$277,824 as of December  31, 1999 and 1998,  respectively.  This open loan bears
interest  at 8%, has no maturity  date,  and is based on an oral  agreement.  An
allowance has been provided for the full amount of the loan.

Heather  Stone, a former  director and officer of the Company,  owed the Company
$132,247 and $96,803 as of December 31, 1999 and 1998,  respectively.  This open
loan  bears  interest  at 8%,  has no  maturity  date,  and is  based on an oral
agreement. An allowance has been provided for the full amount of the loan.

During the year ended December 31, 1998, the Company borrowed $70,000 from Scott
Holmes,  a brother to both KC Holmes and Heather  Stone,  who are  directors and
officers of the Company. This amount was converted to stock in the Company.

The  Company  has a  revolving  line of credit  with  interest  at a rate of 10%
annually  calculated on month end outstanding  balances,  with Open Seas Trading
Company,  a Utah corporation  (Open Seas).  Open Seas is a related party through
common  ownership and control with the Company.  As of December 1999,  Open Seas
owed the Murdock  Group  $328,147 and as of December 31, 1998,  the Company owed
Open Seas $339,789.

The Company was indebted to employees  $123,500  and  $340,000,  of December 31,
1999, and 1998, respectively,  relating to a private placement offering and owed
the parents of an employee $69,896 and $48,189 for funds advances to the Company
under  a  line  of  credit  arrangement  as  of  December  31,  1999  and  1998,
respectively.

In each of these  related  party  transactions,  terms were as  favorable to the
issuer as those generally available from unaffiliated third parties.


                                      F-14

<PAGE>


                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - PUBLIC OFFERING

In 1999, the Company filed a prospectus for an initial public offering, and such
offering was given effective status on January 28, 1999. The offering  consisted
of the sale of Company  2,500,000  shares and the  issuance  of bonds  (repaying
principal  and  15%  interest  compounded  annually  at  the  end  of 4  years).
Subsequently, the Company offered bond and shareholders a refund on the offering
proceeds raised which they all accepted. Some of the investors who received this
refund chose to later invest in private placement offerings.

NOTE 12 - EMPLOYEE LEASING COMPANY

The Company is not the employer of record for the employees of the Company.  The
Company uses an employee leasing company named Employers  solutions Group (ESG).
ESG is the official  employer of record and all benefits are administered on its
plans. This includes, but is not limited to, medical and dental insurance,  flex
days off, 401K plan,  cafeteria plan, and all applicable payroll taxes,  filings
and notifications. ESG bills the Company for the services it provides.


NOTE 13 - INCOME TAXES

<TABLE>
<CAPTION>
The Company's  (benefit)  provision for income taxes for the year ended December
31, 1998 consisted of the following:
                                                                                           1999                 1998
                                                                                ---------------     ----------------
<S>                                                                             <C>                 <C>
                  Current
                          Federal                                               $           --      $            --
                          State                                                             --                   --
                                                                                ---------------     ----------------

                  Deferred
                          Federal                                               $           --      $            --
                                                                                ---------------     ---------------
</TABLE>

<TABLE>
<CAPTION>
The  (benefit)  provisions  for income  taxes as  percentage  of income,  before
provision for income taxes,  differed from the statutory federal rate due to the
following:

                                                                                           1999                 1998
                                                                                ---------------     ----------------
<S>                                                                             <C>                 <C>
                  Statutory federal income tax rate                                    (34.0%)              (34.0%)
                  Permanent differences                                                  6.0                  2.0
                  Change in deferred tax asset valuation allowance                      28.0                 32.0
                                                                                ---------------     ---------------

                                                                                $        0.0%       $         0.0%
                                                                                ===============     ===============
</TABLE>

<TABLE>
<CAPTION>
The  components of the net deferred tax asset and liability at December 31, 1998
were as follows:

                                                                                           1999                 1998
                                                                                ---------------     ----------------
<S>                                                                             <C>                 <C>
                  Deferred Tax Asset
                          Net operating loss carryforward                       $     5,330,397     $      1,342,785
                          Accrual to cash adjustments                                   203,350              495,606
                          Tax basis goodwill                                          1,101,772            1,183,892
                          Valuation allowance                                        (6,635,519)          (3,022,283)
                                                                                ---------------     ----------------

                  Net Deferred Tax Asset                                        $           --      $            --
                                                                                ===============     ================
</TABLE>


The  recognition of deferred tax assets is based upon  judgements  regarding the
potential  realization  of such assets in the future.  management  believes that
realization  is not assured  therefore  has provided an allowance for the entire
deferred tax asset.

The Company has net operating  loss  carryforwards  in the amount of $14,357,183
which will begin to expire in 2013

                                      F-15

<PAGE>


                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

if not utilized.

NOTE 14 - SHORT-TERM NOTES PAYABLE

<TABLE>
<CAPTION>
Short-term notes payable consist of the following:                                            1999                 1998
                                                                                   ---------------     ----------------

<S>                                                                                <C>                 <C>
           Short-term  notes  payable to  various  individuals,  family  trusts,
            partnerships or limited liability companies, interest
            rates from 20% to 120%, unsecured                                      $     2,501,796     $        678,700

           Short-term  notes  payable to  various  individuals,  family  trusts,
            partnerships or limited liability companies, interest
            rates from 15% to 48%, secured by real estate                                8,053,780            2,010,000

           Short-term notes payable to trusts, interest rates from 24%
            to 36%, collateralized by accounts receivable                                1,966,324               50,000
                                                                                   ---------------     ----------------

                                                                                   $    12,521,900     $      2,738,700
                                                                                   ===============     ================
</TABLE>

NOTE 15 - SHORT-TERM NOTES PAYABLE - RELATED PARTIES

The Company has various  short-term  notes  payable with various  employees  and
their immediate family members.  The notes bear interest between 12% and 36% per
annum and are  unsecured.  The balances of these notes were $294,696 and 338,689
at December 31, 1999 and 1998, respectively.

The  Company  has a  revolving  line of credit  with  interest  at a rate of 10%
annually  calculated on month end outstanding  balances,  with Open Seas Trading
Company,  a Utah  corporation.  Open  Seas is a  related  party  through  common
ownership  and control.  As of December  1999,  Open Seas owed the Murdock Group
$328,147 and as of December 31, 1998, the Company owed Open Seas $339,789.

In  January  1998,  the  Company  sold 375 units to related  parties.  Each unit
consisted of a $1,000  promissory  note and 400 shares of the Company's  Class A
common stock.  The notes  initially  carried an interest rate of 16% and matured
one year from the date of  issuance.  The Company  recorded  debt issue costs at
$.01 per share or $1,500 upon the issuance of the 150,000  shares of stock.  The
note holders had an option to extend the maturity date for an  additional  year,
whereupon, if exercised,  the note would bear interest at 18% for the entire two
year  period.  At December  31, 1999 and 1998,  the balances of these notes were
$123,500 and $340,000, respectively.

NOTE 16 - NOTES PAYABLE

<TABLE>
<CAPTION>
Notes payable consists of the following:                                                        1999                 1998
                                                                                     ---------------     ----------------

<S>                                                                                  <C>                 <C>
           24% note payable to individuals, due May
            2001, secured by accounts receivable                                     $       500,000     $        550,000

           20%-24.8%  notes  payable  to a company,  due at  various  times from
            December 2001through February
            2007, unsecured                                                                1,446,191              810,000

           30% convertible  bonds issued to family trusts and a company,  due at
            various times between April 2000
            and October 2000, unsecured                                                           --              165,000


           18% to 48% notes payable to various family trusts and companies,  due
            at various times between April 1999 and
            November 2001, unsecured                                                         908,855            1,680,000
</TABLE>

                                      F-16

<PAGE>


                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

<S>                                                                                  <C>                 <C>
           13 1/2 % notes payable to a company, due November 2001,
             secured by real estate                                                        1,012,000                   --

           24% note payable to a company, due February 2000, secured
            by accounts receivable                                                                --              100,000

                  Total   notes payable                                                    3,867,046            3,305,000

                  Less current portion                                                      (951,963)          (1,915,000)
                                                                                     ---------------           ----------

                  Notes payable less current portion                                 $     2,915,083     $      1,390,000
                                                                                     ===============     ================
</TABLE>



<TABLE>
<CAPTION>
The following table represents principal maturities of notes payable for each of
the next five years:

<S>                                       <C>                                   <C>
                                          2000                                  $       951,963
                                          2001                                        1,161,981
                                          2002                                          871,329
                                          2003                                           75,280
                                          2004                                           88,827
</TABLE>

NOTE 17 - NOTES PAYABLE - RELATED PARTY

<TABLE>
<CAPTION>
Notes payable to related parties consists of the following:                                1999                 1998
                                                                                ---------------     ----------------

<S>                                                                             <C>                 <C>
           30% convertible bond issued to a trust, due June 2000,               $       15,000      $        100,000
            unsecured
           24% note payable to an individual, due April 1999,
            unsecured                                                                        --               40,000

                  Total notes payable - related party                                    15,000              140,000

                  Less current portion                                                  (15,000)             (40,000)
                                                                                ---------------     ----------------

                  Notes payable - related party less current portion            $           --      $        100,000
                                                                                ===============     ================
</TABLE>

NOTE 18 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The book value of the Company's financial  instruments  approximates fair value.
The estimated fair values of financial  instruments  have been determined  using
appropriate market information and valuation methodologies.


NOTE 19 - COMMON STOCK TRANSACTIONS

In addition to the equity transactions described elsewhere,  the Company had the
following transactions relating to its common stock:

In 1998,  the Company  purchased  800,000 shares of Class A common stock from an
individual  who is a former  employee and founder at the founder's  price of $80
that he originally paid for those shares. In conjunction with this purchase, the
Company  has granted  him an option to buy back the  800,000  Company  shares of
Class A common stock in 1999 at a discount of 15% of the market  trading  price,
if any. This option expired at the end of 1999.

In 1998, the Company issued 384,000 shares of Class A common stock as incentives
for two officers.  The Company recorded selling,  general,  and  administrative,
expenses of $461,350 related to this stock issuance.


                                      F-17

<PAGE>


                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In 1998, existing shareholders canceled 1,549,500 shares of their Class A common
stock for no consideration.

The  Company  issued  375,940  shares of its  Class A common  stock in a private
placement in exchange for $450,000.

Concurrent with the initial public  offering,  an officer has acquired the right
to receive  100,000  shares of common Class A stock at $5 each,  with vesting at
25,000 share per year at issue date.  With the  rescission of the initial public
offering, the purchase price of this offering was dropped to $1.00 per share.

As part of the consideration given to a lender to acquire financing, the Company
issued 375,940 shares of stock. The Company agreed to repurchase these shares at
$1.50 per share by June 1, 2000 if the public  market  for these  shares had not
attained that level.  Accordingly,  these shares are considered to be redeemable
under this  agreement and have been  presented  under the caption of "Redeemable
Stock" in the financial statements.

In 1999,  the Company issued  10,540,837  shares of Class A common stock for the
following:

During  1999,  part of the  consideration  paid to acquire  investments  in real
estate was the issuance of 5,678,789 shares of Company stock at a price of $1.50
per share.

$3,532,617  of debt was converted to equity with the Company  issuing  3,060,539
shares of stock.

The Company  issued  1,103,187  shares of stock for cash at a price of $1.00 per
share.

The Company issued  113,600 shares to employees as bonuses,  valued at $1.00 per
share.

584,722  shares were issued for  services  relating to the  acquisition  of real
estate and financing needs, valued between $1.00 and $1.50 per share.

79,000 shares were cancelled by the company.

The Company's  president has  personally  guaranteed the value of 399,500 shares
issued to an  individual  at $1.50 per share as partial  consideration  given in
connection  with the  acquisition  of  certain  real  estate  investments.  This
guarantee is  exercisable by the  shareholder  between May 22, 2001 and June 22,
2001.  Accordingly,  these shares are  considered  to be  redeemable  under this
agreement and have been presented under the caption of "Redeemable Stock" in the
financial statements.

NOTE 20 - STOCK OPTIONS AND WARRANTS

Non-Qualified  Plan - On July 1, 1999,  the Company  adopted  The Murdock  Group
Career  Satisfaction  Corporation  1999 Stock Option and Incentive  Plan for the
benefit of officers and other key  employees.  The Company's  Board of Directors
approved  1,500,000  shares of authorized but unissued shares of common stock be
reserved for issuance under the plan. The Plan directs that a committee shall be
formed which will have the  authority to select  participants  in the plan,  the
number of options to be granted,  the  exercise  price and the  vesting  period.
Options granted under this plan are as follows:

<TABLE>
<CAPTION>
                                                                                                            Weighted
                                                                                                             Average
                                                                                                            Exercise
                                                                                       Shares                  Price
                                                                                ---------------     ----------------

<S>                                                                             <C>                 <C>
           Balance at December 31, 1998                                                     --      $            --
           Granted                                                                      812,000                 1.00
           Exercised                                                                        --                   --
           Canceled                                                                         --                   --
                                                                                ---------------     ----------------
           Balance December 31, 1999                                                    812,000     $           1.00
                                                                                ===============     ================


</TABLE>

                                      F-18

<PAGE>


                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The fair value of each option  granted and modified was estimated on the date of
grant or  modification  using the  Black-Scholes  option-pricing  model with the
following  weighted-average  assumptions  used for grants and  modifications  in
1999:  expected  volatility of 0,  risk-free  interest  rates ranging from 5% to
6.33%, and expected lives 7 years.

The Company  applies APB Opinion 25,  Accounting  for Stock Issued to Employees,
and related  Interpretations  in accounting for its plans. There were no options
granted at an exercise price which was less than the fair value of the Company's
stock on the date of grant. Had compensation cost for the Company's  stock-based
compensation plan been determined based on the fair value at the grant dates for
awards  under  those plans  consistent  with the method of FASB  Statement  123,
Accounting  for  Stock-Based  Compensation,  the Company's net loss and loss per
share would have been increased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                                            1999                 1998
                                                                                ----------------     ----------------

<S>                                                 <C>                         <C>                 <C>
                  Net Loss                          As reported                 $    (12,446,697)   $      (6,636,101)
                                                    Pro forma                   $    (12,557,967)   $      (6,636,101)

                  Net Loss per Share                As reported                 $          (1.00)   $           (0.75)
                                                    Pro forma                   $          (1.00)   $           (0.75)
</TABLE>

During 1999, the Company has also granted  warrants to non-employees to purchase
166,500 shares of common stock of which 151,500 were exercisable at December 31,
1999. 16,500 are exercisable at $1.00 per share while 150,000 are exercisable at
$1.50 per share.  The Company has not  recognized  any expense  related to these
warrants.

NOTE 21 - SUBSEQUENT EVENTS

Subsequent  to year end the  Company  increased  its  short-term  borrowings  by
$2,871,000.  These proceeds were used to fund the operations of  myjobsearch.com
and to service debt interest costs.

The Company  entered into an agreement  with a public  relations firm to promote
its stock.  The  agreement  calls for the firm to receive  $5,000 per month plus
25,000  shares of common  stock with  options to purchase an  additional  75,000
shares at the current prevailing market rate.

The Company's  majority owned subsidiary  entered into a lease agreement for new
office space for 5 years with monthly lease payments of around $11,000.

The Company's  majority owned  subsidiary  sold  2,400,000  shares of its common
stock for $2.50 per share raising  $6,000,000 in proceeds in a private placement
memorandum.  With this equity sale, the Company  ownership in the subsidiary was
reduced to a less than 50% ownership interest.




                                      F-19