<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to _______________.
Commission File No. 2-98747-D
OXFORD CAPITAL CORP.
(Name of small business issuer in its charter)
NEVADA 87-0421454
------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4615 SOUTHWEST FREEWAY, SUITE 420, HOUSTON, TEXAS 77027
--------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Include Area Code: (713) 622-2527
Securities Registered Pursuant to Section 13 of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
None None
Securities Registered Pursuant to Section 12(g) of the Act:
NONE
----------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past twelve (12) months (or
for such shorter period that the registrant was required to file such
reports); and (2) has been subject to such filing requirements for the past
ninety (90) days. Yes X No
----- -----
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. X
-----
The issuer had no revenues for its most recent fiscal year.
As of August 6, 1996, 5,155,392 shares of Common Stock of the Registrant
were outstanding. Based on the closing price of the Common Stock on August 6,
1996, the aggregate market value of voting stock held by non-affiliates of the
registrant was approximately $2,371,480.00.
DOCUMENTS INCORPORATED BY REFERENCE
No annual reports to security holders, proxy or information statements,
or prospectuses filed pursuant to Rule 424(b) or (c) have been incorporated by
reference in this report.
<PAGE>
TABLE OF CONTENTS
PAGE
----
PART I
ITEM 1. DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . I-3
ITEM 2. DESCRIPTION OF PROPERTIES . . . . . . . . . . . . . I-4
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . I-4
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS . . . . . . . . . . . . . . . . I-4
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . II-1
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS . . . . . . . II-1
ITEM 7. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . F-1
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . II-3
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT . . . . . . . . . III-1
ITEM 10. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . III-1
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . III-1
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . III-2
PART IV
ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K . . . . . . . . . IV-1
SIGNATURES IV-2
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
THE COMPANY
Oxford Investment, Inc. (the "Company"), was incorporated on May 2, 1985
under the laws of the State of Nevada and was originally a "blind pool" company.
In November, 1985, pursuant to a registration statements, the Company sold
2,500,000 Units at a price of $.20 per Unit. Each Unit consisted of two shares
of Common Stock and one Warrant which authorized the holder to purchase one
share of Common Stock at a price of $.20. A total of $500,000 was raised through
this public offering. In January 1988, the Company entered into negotiations to
acquire certain entertainment related assets. On February 25, 1988 the
Company's shareholders authorized the issuance of 7,493,878 shares of the
Company's common stock in exchange for three movie scripts and a 50% interest
in Bedlam Productions, Inc. ("Bedlam"). The purpose of the acquisition was to
procure assets and obtain management which could serve as a spring board for
the Company's entrance into the entertainment industry.
Bedlam was a New York corporation which developed television and video
projects. The movie scripts acquired from Bedlam were THE MADGEBURG AFFAIR,
NIGHT OF THE POSSUM, and QUEEN OF DIAMONDS. All of these scripts and the
remaining entertainment industry work produced no commercial results.
In October 1991, the Company contracted with its former president pursuant
to which the Company received 7,493,878 shares into treasury for the film
inventory cost of $564,000 and the Company's 50% ownership of Bedlam.
Since October of 1991, the Company has explored various acquisitions and
entered into various non-binding letters of intent to acquire operating
businesses, none of which were ever consummated.
In October of 1993, the controlling interest in the Company was sold and
new management was hired with the express purpose of accelerating the search
for the acquisition of an operating business. The controlling shareholders paid
all the existing liabilities of the Company. In December, 1993 the controlling
shareholders also contributed to the Company 200,000 shares of Common Stock of
Rhand Industries, Inc., a Canadian publicly held company, to build its asset
base. However, following the delisting of Rhand Industries, Inc. in 1994, the
Company wrote off this investment.
In the Spring of 1994, by means of a Private Placement, the Company sold
three Units for $50,000 per Unit, or an aggregate of $150,000. Each Unit
consisted of a $50,000 12% note, 50,000 shares of common stock and 25,000
warrants to purchase a like number of shares of common stock at $2.00 per
share exercisable at any time up to two years from the date of issue.
In the Spring of 1994, the Company through Caithness, Ltd. contracted to
acquire a 30% interest in Atlantis Diamonds Limited, a Jersey Island corporation
which was testing the feasibility of mining diamonds in Brazil. In May of 1994,
during the due diligence process, management determined to abandon the Atlantis
Diamond acquisition. In settlement of all claims relating to the termination of
this offer and for prior services rendered and other claims, the Company issued
to Caithness Ltd., 500,000 shares of common stock.
On May 19, 1995, the Company entered into an agreement with the shareholder
of Dunstable Rubber Holdings Limited ("Dunstable") for the acquisition of all
of the issued and outstanding shares of Dunstable in exchange for 1,500,000
shares of the Company's common stock, $0.001 par value. On June 24, 1995, the
Company contracted with the shareholders of Fenton-Ward Investments Limited
("Fenton-Ward") for the acquisition of 91.98% (38,000) of the issued and
outstanding shares of Fenton-Ward in exchange for $250,000 and 200,000 shares
of the Company's Common Stock and 200,000 shares of the Company's Convertible
Preferred Stock. Because of the inability of the parties to meet certain
conditions precedent to the closing of these acquisitions, both contracts were
terminated in October 1995.
The Company changed its name to Oxford Capital Corp., on September 13, 1995.
I-3
<PAGE>
On October 14, 1995, the Company entered into a Share Exchange Agreement
to acquire not less than 85% of the issued and outstanding shares of World
Star Holdings, Ltd.,("World Star") of Winnipeg Manitoba, Canada for 8,000,000
shares of Oxford Capital Common Stock, par value $0.001. World Star has
developed a proprietory multi-media communications platform, consisting of
VPAGE security software and the SHERPA SWITCH, which together facilitates
secure and fully interactive transactions on the Internet. Due to the
inability of the Company to obtain third party verification of the technology
and the inability of the major Shareholder of World Star to obtain a voting
tust and lock-up agreement with certain minority shareholders of World Star
the contract was reminated on March 1, 1996. The 1,500,000 shares of the
Company's Common Stock, par value $0.001, issued to Michael Burke Holdings,
Inc., the major shareholder of World Star, in anticipation of the closing,
were returned to the company on February 29, 1996.
On June 21, 1996, Oxford Capital Corp., (the "Company") entered into a
Stock Exchange Agreement (the "Agreement") with the shareholders of Rx Staffing
Corp., ("Rx") and Safety and Fatigue Consultants International, Inc., ("SFCI"),
for the acquisition of 100% of the issued and outstanding shares of Rx and SFCI
in exchange for newly issued shares of the Company's Common Stock, par value
$0.001, equal to 75% of the total issued and outstanding shares of the Company's
Common Stock fully diluted.
Because the Company has generated no revenues, the major shareholders and
management have funded all operational costs and have deferred the receipt of
compensation during this period. Management has agreed to continue to do so
until a successful merger or acquisition can be consummated.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company subleases on a month to month basis 400 square feet of office
space at 4615 Southwest Freeway, Suite 420, Houston, Texas 77027.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's shareholders through
the solicitation of proxies, during the fourth quarter of the Company's fiscal
year ended December 31, 1995.
I-4
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is available for trading on the NASDAQ
Electronic Bulletin Board. The Company's NASDAQ trading symbol is "OXFO".
The following table sets forth the high and low bid price per share for the
Company's Common Stock for each full quarterly period within the two most
recent fiscal years.
1994 1995
----------------- --------------
High Low High Low
First Quarter No Quote No Quote 1/8 1/8
Second Quarter 1/8 1/8 1/2 1/8
Third Quarter 1/8 1/8 1/8 1/8
Fourth Quarter 1/8 1/8 1.00 1/4
As of August 6, 1996, there were approximately 204 holders of record of
the Common Stock of the Company.
The Company has never declared or paid any cash dividend on its Common
Stock and does not expect to declare or pay any such dividend in the foreseeable
future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
From the Company's inception on May 2, 1985, the Company has engaged in the
search for an operating business to acquire and has entered into various
non-binding letters of intent to acquire such businesses.
In October of 1993, the controlling interest in the Company was sold and
new management was hired with the express purpose of accelerating the search
for the acquisition of an operating business. The controlling shareholders
paid all the existing liabilities of the Company. In addition, the Company
acquired 200,000 shares of Rhand Industries, Inc., ("Rhand") common stock
from a shareholder of the Company in exchange for 20,000,000 shares of the
Company's common stock. Rhand was a Canadian publicly traded company whose
shares traded on the Alberta Stock Exchange. Rhand was engaged in the operation
of alluvial mining for diamonds on claims it owned and had leases in the Belo
Horizante Region of Brazil. Initial exploration resulted in the finding of 15
carats of commercial grade diamonds. However, Rhand had insufficient capital
to acquire mining equipment and for working capital to explore property it owned
or leased.
On May 19, 1995, the Company entered into an agreement with the
shareholder of Dunstable Rubber Holdings Limited ("Dunstable") for the
acquisition of all of the issued and outstanding shares of Dunstable in
exchange for 1,500,000 shares of the Company's common stock, $0.001 par
value. On June 24, 1995, the Company contracted with the shareholders of
Fenton-Ward Investments Limited ("Fenton-Ward") for the acquisition of 91.98%
(38,000) of the issued and outstanding shares of Fenton-Ward in exchange for
$250,000 and 200,000 shares of the Company's Common Stock and 200,000 shares
of the Company's Convertible Preferred Stock. Because of the inability of the
parties to meet certain conditions precedent to the closing of these
acquisitions, both contracts were terminated in October 1995.
The Company changed its name to Oxford Capital Corp., on September 13,
1995.
On October 14, 1995, the Company entered into a Share Exchange Agreement
to acquire not less than 85% of the issued and outstanding shares of World
Star Holdings, Ltd.,("World Star") of Winnipeg Manitoba, Canada for 8,000,000
shares of Oxford Capital Common Stock, par value $0.001. World Star has
developed a proprietory multi-media communications platform, consisting of
VPAGE security software and the SHERPA SWITCH, which together facilitates
secure and fully interactive transactions on the Internet. Due to the
inability of the Company to obtain third party verification of the technology
and the
II-1
<PAGE>
inability of the major Shareholder of World Star to obtain a voting trust and
lock-up agreement with certain minority shareholders of World Star the contract
was terminated on March 1, 1996. The 1,500,000 shares of the Company's Common
Stock, par value $0.001, issued to Michael Burke Holdings, Inc., the major
shareholder of World Star, in anticipation of the closing, were returned to
the company on February 29, 1996.
On August 14, 1996 the debenture holders, holding notes including principal
and interest as of June 30,1996, of $189,789, agreed to an exchange of the
entire debt for newly issued shares of the Company's common stock, par value
$0.001, at an exchange rate of $.5312, per dollar of debt (357,283 shares).
The existing $2.00 warrants, due to expire on December 31, 1996, held by these
three debenture holders are being cancelled and an identical number, 75,000, are
being issued at an exercise price of $.5312 and will be exercisable until
June 30, 1998.
On June 21, 1996, Oxford Capital Corp., (the "Company") entered into a
Stock Exchange Agreement (the "Agreement") with the shareholders of Rx Staffing
Corp., ("Rx") and Safety and Fatigue Consultants International, Inc., ("SFCI"),
for the acquisition of 100% of the issued and outstanding shares of Rx and SFCI
in exchange for newly issued shares of the Company's Common Stock, par value
$0.001, equal to 75% of the total issued and outstanding shares of the Company's
Common Stock fully diluted.
There were no operating revenues for either the year-ended December 31,
1995 or 1994. Operating expenses for the year ended December 31, 1995
decreased by $80,598 to $410,136 from $490,730 for the year ended December 31,
1994. The decrease was attributable to costs associated with the search for
an acquisition of an operating business, not requiring overseas travel and
included the accrual of fees to consultants totaling $229,000. The net loss per
share decreased to $0.08 per share for the year ended December 31, 1995 from
$.012 per share for the year ended December 31, 1994, primarily due to the
additional share issue of 1,500,000 in anticipaton of the closing of the Share
Exchange Agreement with World Star.
The Company had no liquidity as of December 31, 1995 or 1994, and at
December 31, 1995, had notes payable due December of 1995 in the amount of
$180,879, plus accrued interest. The major shareholders and management have
agreed to fund the Company's operations until a suitable operating business
has been acquired. However, there is no guarantee that such funding will
continue on an indefinite basis.
II-2
<PAGE>
ITEM 7. INDEX TO FINANCIAL STATEMENTS
Page
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Independent Auditors' Report F-2
Balance Sheet as of December 31, 1995 F-3
Statement of Operations for the years ended
December 31, 1995, 1994, and from inception
(May 2, 1885) through December 31, 1995 F-4
Statement of Changes in Stockholders' Equity
from inception (May 2, 1985) through
December 31, 1995 F-5
Consolidated Statements of Cash Flows for the years
ended December 31, 1995, 1994 and from inception
(May 2, 1995) through December 31, 1995 F-6
Notes to Financial Statements F-7
Independent Auditors' Report (D. Brian MacBeth) F-12
Balance Sheet as of December 31, 1994 F-13
Statement of Operations for the years ended
December 31, 1994 1993, and from inception
(May 2, 1985) through December 31, 1994 F-14
Statement of Changes in Stockholders' Equity
from inception (May 2, 1985) through
December 31, 1994 F-15
Consolidated Statements of Cash Flows for the years
ended December 31, 1994, 1993 and from inception
(May 2, 1985) through December 31, 1994 F-16
Notes to Financial Statements F-18
F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To The Board of Directors and Shareholders of
Oxford Capital Corp.
We have audited the accompanying balance sheet of Oxford Capital Corp.
(formerly Oxford Investment, Inc.)(a Nevada corporation in the development
stage) as of December 31, 1995, and the related statements of operations,
stockholders' equity, and cash flows for the year then ended, and for the
period from May 2, 1985 (from inception and date of incorporation) to
December 31, 1995. These 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. The Company's financial statements
as of and for the year ended December 31, 1994, and for the period May 2,
1985 (from inception and date of incorporation) through December 31, 1994
were audited by other auditors. The report, dated June 8, 1995, for the
1994 financial statements, included an explanatory paragraph describing
conditions that raised substantial doubt about the Company's ability to
continue as a going concern. The financial statement for the period May 2,
1985 (from inception and date of incorporation) through December 31, 1994
reflect total revenues and net loss of $55,665 and $845,638, respectively, of
the related totals. The other auditors' report has been furnished to us, and
our opinion, insofar as it relates to the amounts included for such prior
period, is based solely on the report of such other auditors.
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 financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit and the report of other
auditors provide a reasonable basis for our opinion.
In our opinion, based on our audit and the report of other auditors,
such financial statements present fairly, in all material aspects, the
financial position of the Company as of December 31, 1995, and the results
of its operations and its cash flows for the year then ended, and for the
period from May 2, 1985 (from inception and date of incorporation) to
December 31, 1995 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note B to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency, which raise substantial doubt about its
ability to continue as a going concern. Management's plans regarding those
matters also are described in Note B. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
August 15,1996 THOMAS LEGER & CO. L.L.P.
Houston, Texas
F-2
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1995
ASSETS
CURRENT ASSETS
Cash $ 1,161
Accounts receivable 35,030
-----------
Total assets $ 36,191
-----------
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 756,174
Loans payable (Note E) 180,879
-----------
Total current liabilities 937,053
-----------
STOCKHOLDERS' EQUITY
Preferred stock, par value $.001, 1,000,000 -
shares authorized, none issued (Note G)
Common Stock, par value $.001, 50,000,000 6,655
shares authorized, 6,655,392 shares issued and outstanding
Additional paid-in-capital 348,253
Deficit accumulated during development stage (1,255,770)
-----------
Total Stockholders' Equity (900,862)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 36,191
-----------
-----------
See Notes to the Financial Statements.
F-3
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
<TABLE>
From Inception on
For the Year Ended May 2, 1985
December 31, Through
1995 1994 December 31, 1995
---------- ---------- -----------------
<S> <C> <C> <C>
REVENUES
Interest earned $ - $ - $ 50,665
Fees earned - - 5,000
---------- ---------- -----------
Total Revenue - - 55,665
---------- ---------- -----------
EXPENSES
General & administrative 392,132 477,833 1,142,779
Write-off of investment - 136,000 136,000
Interest expense 18,000 12,897 32,656
---------- ---------- -----------
Total expenses 410,132 626,730 1,311,435
---------- ---------- -----------
NET (LOSS) BEFORE FEDERAL
INCOME TAX (410,132) (626,730) (1,255,770)
Income Taxes - - -
---------- ---------- -----------
Net (Loss) $ (410,132) $ (626,730) $(1,255,770)
---------- ---------- -----------
---------- ---------- -----------
(LOSS) PER SHARE $ (0.08) $ (0.12)
---------- ----------
---------- ----------
AVERAGE SHARES OUTSTANDING 5,412,324 5,119,392
---------- ----------
---------- ----------
</TABLE>
See Notes to the Financial Statements.
F-4
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM INCEPTION (MAY 2, 1985) THROUGH DECEMBER 31, 1995
<TABLE>
Common Stock Preferred Stock
--------------------------------------------------- -----------------
Deficit
Additional Cost of Accum.
Paid-in Treasury During Dev.
Amount Capital Shares Shares Amount Shares Stage
--------- ---------- --------- --------- ------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at inception on
May 2, 1985 $ - $ - - $ - $ - - $ -
Issuance of 2,200,000 shares
of common stock to officers
& directors for $0.0114 per
share in May 1985 2,200 22,800 2,200,000 - - - -
Issuance of 5,000,000 shares
of common stock to the public
for cash for $0.10 5,000 495,000 5,000,000 - - - -
Payment of deferred stock
offering costs - (95,250) - - - - -
Net loss from inception on
May 2, 1985 through December
31, 1985 - - - - - - (6,458)
Net loss for the year ended
December 31, 1986 - - - - - - (1,565)
Net loss for the year ended
December 31, 1987 - - - - - - (14,989)
Issuance of 7,493,878 shares
of common stock for 50% of a
company and movie scripts 7,494 300,000 7,493,878 - - - -
Net loss for the year ended
December 31, 1988 - - - - - - (80,510)
Net loss for the year
December 31, 1989 - - - - - - (72,722)
Net loss for the year ended
December 31, 1990 - - - - - - (2,828)
Exchange of movie rights for
treasury (7,493,878 shares) - - - (571,494) - - -
Net loss for the year ended
December 31, 1991 - - - - - - (3,262)
Payment of expenses by
shareholder - 1,137 - - - - -
Net Loss for the year ended
December 31, 1992 - - - - - - (13,704)
Issuance of Treasury Shares
for service - (571,494) - 571,494 - - -
Sale of Shares for cash 7,000 45,021 7,000,000 - - - -
Contribution of Marketable
Securities 20,300 115,700 23,000,000 - - - -
Net Loss for the year ended
December 31, 1993 - - - - - - (22,870)
Reverse Split (1 for 10) (37,525) 37,525 (40,224,486) - - - -
-------- --------- ----------- --------- ------- ------- -----------
Balance, December 31, 1993 4,469 350,439 4,469,392 - - - (218,908)
Issuance of Shares 650 (650) 650,000 - - - -
Net Loss - - - - - - (626,730)
-------- --------- ----------- --------- ------- ------- -----------
Balance, December 31, 1994 5,119 349,789 5,119,392 - - - (845,638)
Issuance of shares
(Note E and H) 1,536 (1,536) 1,536,000 - - - -
Net Loss - - - - - - (410,132)
-------- --------- ----------- --------- ------- ------- -----------
Balance, December 31, 1995 $6,655 $ 348,253 6,655,392 $ - $ - - $(1,255,770)
-------- --------- ----------- --------- ------- ------- -----------
-------- --------- ----------- --------- ------- ------- -----------
</TABLE>
See Notes to the Financial Statements.
F-5
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
<TABLE>
For the Year Ended From Inception on
December 31, May 2, 1985 Through
1995 1994 December 31, 1995
--------- --------- ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(410,132) $(626,730) $(1,255,770)
Adjustment to reconcile net loss to
net cash provided by operating
activities
(Increase) in accounts receivable (35,030) - (35,030)
Increase in accounts payable 415,264 340,910 756,174
Increase in notes payable 30,879 - 30,879
Write-off of investment - 136,000 136,000
--------- --------- -----------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 981 (149,820) (367,747)
--------- --------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in film cost inventory - - (564,000)
--------- --------- -----------
NET CASH USED IN INVESTING ACTIVITIES - - (564,000)
--------- --------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale or issuance of common stock - - 877,021
Issuance of promissory notes - 150,000 150,000
Payment of deferred stock offering
costs - - (95,250)
Payment of expenses by shareholder - - 1,137
--------- --------- -----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES - 150,000 932,908
--------- --------- -----------
NET INCREASE IN CASH 981 180 1,161
Cash balance at beginning of period 180 - -
--------- --------- -----------
Cash balance at end of period $ 1,161 $ 180 $ 1,161
--------- --------- -----------
--------- --------- -----------
NON-CASH TRANSACTIONS
Exchange of fixed assets for
treasury shares $ - $ - $ 571,494
Exchange of shares for marketable
securities $ - $ - $ 136,000
Issuance of treasury shares for
service $ - $ - $ 571,494
Issuance of shares for potential
merger, shares returned in 1996 $ 1,500 $ - $ -
Issuance of share in connection with
notes payable payment extension $ 36 $ - $ -
</TABLE>
F-6
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
HISTORY AND NATURE OF BUSINESS
The financial statements presented are those of Oxford Capital Corp., (formerly
Oxford Investment, Inc.) (a development stage company). The Company was
incorporated in the State of Nevada on May 2, 1985 for the purpose of providing
an entity which could be utilized to raise capital and seek business
opportunities that hold a potential for profit. In February 1988, the Company
began to produce television shows and movies. However, in October of 1991, the
Company disposed of its movie and television productions. In October of 1993,
the controlling interest of the Company was sold, additional capital
contributed, and new management installed. Since then, the Company has
accelerated its business opportunity search.
USE OF ESTIMATES
The presentation of financial statements in conformity with generally accepted
accounting principles required management to make estimates and assumptions that
affect the reported amounts of asset 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 reporting period.
Actual results could differ from those estimated.
(LOSS) PER SHARE
The computations of (loss) per share of common stock are based on the weighted
average number of shares outstanding at the date of the financial statements
less the average number of shares held as treasury stock.
INCOME TAXES
The Company has adopted SFAS No. 109, "Accounting for Income Taxes," which
requires an asset and liability approach to financial accounting and reporting
for income taxes. The difference between the financial statement and tax
bases of assets and liabilities is determined annually. Deferred income tax
assets and liabilities are computed for those differences that have future
tax consequences using the currently enacted tax laws and rates that apply to
the periods in which they are expected to affect taxable income. Valuation
allowances are established, if necessary, to reduce the deferred tax asset to
the amount that will more likely than not be realized. Income tax expense is
the current tax payable or refundable for the period plus or minus the net
change in the deferred tax assets and liabilities.
See Note D for additional information about the Company's tax position.
CONCENTRATIONS OF CREDIT RISK
The Company maintains its cash account in a bank located in the Houston, Texas
metropolitan area. The cash balances are insured by the FDIC up to $100,000 at
each bank. At December 31, 1995 the Company did not have any deposits in excess
of $100,000 in a bank.
F-7
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, continued
At the present time, the Company does not have any operations and does not
extend credit.
STATEMENTS OF CASH FLOWS
The Company considers all cash investments with maturities of three months or
less to be cash equivalents. No interest or income taxes were paid in 1995 or
1994.
NOTE B - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and the liquidation of liabilities in the normal course
of business. However, the Company does not have either cash or other material
assets, nor does it have an established source of revenues sufficient to cover
its operating costs and to allow it to continue as a going concern. The Company
has relied upon its officers to fund its activities during the period and it is
seeking a merger with an existing operating company. The officers intend to
continue to provide such funding.
NOTE C - EXCHANGE OF ASSETS
In October, 1991 the Company executed an agreement with a former president of
the Company, pursuant to which the Company received the return of 7,493,878
(before the 1 for 10 reverse stock split) of its common stock in exchange for
its film inventory and its ownership in Bedlam Productions. Mr. Burdge was
also released from liability for the Company's debts. These shares were held
as Treasury Shares with a cost of $571,494 until July of 1993 when they were
issued to the then Company president, Mr. Nels Timm, in consideration for his
personal services. In October 1993, two other shareholders contributed $52,021
in exchange for 7,000,000 (before the 1 for 10 reverse stock split) shares of
Common Stock. This cash was used to retire all of the Company's outstanding
liabilities. On November 15, 1993, a shareholder contributed 200,000 common
shares of Rhand Industries, Inc., a Canadian publicly held company, in exchange
for 23,000,000 shares issued before the 1 for 10 reverse split of the Company's
common stock. The investment of $136,000 was written off in 1994.
NOTE D - FEDERAL INCOME TAXES
Because of tax losses, the Company did not pay any federal income taxes in 1995
or 1994.
F-8
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
NOTE D - FEDERAL INCOME TAXES, continued
Reconciliation of the statutory federal income tax with the income tax provision
follows:
1995 1994
---------- -----------
Income taxes computed at statutory
rates $ (139,444) $ (213,088)
Increase (decrease) in valuation
allowance 137,083 166,848
Permanent differences:
Nondeductible meals and
entertainment 2,361 -
Write-off of investment - 46,240
---------- -----------
Income taxes $ - $ -
---------- -----------
---------- -----------
The Company's deferred tax position reflects the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax reporting. Significant
components of the Company's deferred tax assets are as follows:
December 31,
1995
------------
Deferred tax assets:
Net operating loss carryforward $ 378,362
Valuation allowance (378,362)
------------
Total deferred tax asset $ -
------------
------------
The Company did not have any temporary difference resulting in a deferred
income tax benefit for December 31, 1995 and 1994. As of December 31, 1995,
the Company has tax loss carryforwards of approximately $1,113,000 which
begin to expire in 2000.
NOTE E - NOTES PAYABLE
In 1994, by means of a Private Placement, the Company sold 3 of its Units for
$50,000 per Unit, or an aggregate of $150,000. Each Unit consisted of a $50,000
12% note, due April 1, 1995, 50,000 shares of the common stock, and 25,000
warrants to purchase a like number of shares of common stock at $2.00 per share,
exercisable at any time up to two years from the date of issue. The repayment
of the notes, including accrued interest, has been extended to December 31,
1995. In consideration for the extension, the note holders received 36,000
shares of the Company's common stock and the warrants were extended to
December 31, 1996.
F-9
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
NOTE E - NOTES PAYABLE, continued
On August 14, 1996, the Company completed negotiations with the note holders
to convert their notes payable, including accrued interest, into 357,453
shares of the Company's common stock, with an effective date of June 30,
1996. The conversion rate is one share of the Company's common stock for
each $.5312 of debt ($.5312 is the closing price of the Company's common
stock on June 21, 1996). Also, the existing warrants will be canceled and new
warrants in the same amount will be issued at a price of $.5312, which may
then be exchanged for new common stock shares until June 30, 1998.
NOTE F - RELATED PARTIES
The Company is accruing $17,000 per month through December 31, 1996 for
management and administrative services to a corporation owned by the President
of the Company. The Company accrued a liability to the same corporation for all
out-of-pocket expenses incurred for the benefit and operation of the Company.
Included in accounts payable is $633,088 owed to the above company (see Note
H for conversion of debt to common stock). General and administrative expense
includes $204,000 and $180,000 for 1995 and 1994, respectively, for management
and administrative services and $310,701 and $357,988 for 1995 and 1994,
respectively, for reimbursed expenses related to the above.
NOTE G - PREFERRED STOCK
On June 26, 1995, the shareholders of the Company approved an amendment to the
articles of incorporation to authorize 1,000,000 shares of preferred stock,
$.001 par value, in one or more series. On establishing a preferred stock
series, the Board of Directors shall assign it a distinctive designation so
as to distinguish it from the shares of all other series and classes and shall
fix the number of shares in each series, and the preferences, rights, and
restrictions thereof.
NOTE H - SUBSEQUENT EVENT
Due to the inability of the Company to obtain third party verification of the
technology, and the inability of the major Shareholder of World Star to obtain
a voting trust and lock-up agreement with certain minority shareholders of
World Star, the contract was terminated in February, 1996. The 1,500,000
shares of the Company's Common Stock, par value $0.001, issued in October
1995 to Michael Burke Holdings, Inc., the major shareholder of World Star, in
anticipation of the closing, was returned to the Company in February, 1996. The
certificate for the 1,500,000 shares was canceled, effective February, 1996.
On June 21, 1996, the Company entered into a Stock Exchange Agreement (the
"Agreement") with the shareholders of Rx Staffing Corp., ("Rx") and Safety and
Fatigue Consultants International, Inc., ("SFCI"), for the acquisition of 100%
of the issued and outstanding shares of Rx and SFCI in exchange for newly issued
shares of the Company's Common Stock, par value $0.001, equal to 75% of the
total issued and outstanding shares of the Company's Common Stock, fully
diluted.
F-10
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
NOTE H - SUBSEQUENT EVENT, continued
In connection with the Agreement discussed in the above paragraph, $696,367
of accounts payable at December 31, 1995, of which $633,088 is the amount due
to a company owned by the president of the Company, will be converted into
warrants with an exercise price of $.5312 at the date of closing. The warrants
may be exercised at any time prior to the second anniversary of the issuance.
The shares to be issued under these warrants have registration rights which
shall be made available to the holders upon the next registration of the
Company's common stock.
NOTE I - COMMITMENTS
The Company rents office space on a month to month lease for $300 per month.
General and administrative includes rent expense of $3,600 for 1995 and $5,846
for 1994, respectively.
F-11
<PAGE>
D. BRIAN MACBETH
CERTIFIED PUBLIC ACCOUNTANT
16610 ALDENHAM DRIVE
SPRING, TEXAS 77379
To the Board of Directors and Shareholders of
Oxford Investment, Inc.
I have audited the accompanying balance sheet of Oxford Investment,
Inc., a development stage company, as of December 31, 1994 and the related
statements of operations, cash flows and shareholders' equity for the years
ended December 31, 1994 and 1993. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit. The financial
statements of Oxford Investment, Inc. from inception (May 2, 1985) through
December 31, 1992 were audited by other auditors.
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 misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Oxford
Investment, Inc. as of December 31, 1994, and the results of its operations
and its cash flows for the years ended December 31, 1994 and 1993 and from
the date of inception on May 2, 1985 through December 31, 1994, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a concern. As discussed in Note 3 to the
financial statements, the Company has no operating capital and no operations.
These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters
are also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ D. BRIAN MACBETH
D. BRIAN MACBETH
Certified Public Accountant
June 8, 1995
F-12
<PAGE>
OXFORD INVESTMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
12-31-94
--------
Cash 180
Investments $ 0
--------
Total Assets $ 180
--------
--------
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 340,910
Loans Payable 150,000
Accrued Taxes 0
State Taxes Payable 0
---------
Total Current Liabilities $ 490,910
Stockholders' Equity
Authorized shares 50,000,000
$0.001 par value; 5,119,392 and 4,169,892
outstanding as of 12-31-94 and 12-31-93
respectively 5,119
Paid in Capital 349,789
Deficit accumulated during
development stage (845,638)
---------
Total Stockholders Equity $(490,730)
---------
Total Liabilities & Stockholders Equity $ 180
---------
---------
*After giving effect to the 1 for 10 reverse split.
See Accountants' Report and Notes ot the Financial Statements
F-13
<PAGE>
OXFORD INVESTMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
<TABLE>
From Inception on
May 2, 1985
For the Year-Ended December 31, Through December 31,
----------------------------- --------------------
1994 1993 1994
------------ ------------ --------------------
<S> <C> <C> <C>
REVENUES
Interest earned $ 0 $ 0 $ 50,665
Fees earned 0 0 5,000
---------- ---------- ---------
Gross income $ 0 $ 0 $ 55,665
---------- ---------- ---------
---------- ---------- ---------
EXPENSES
Accounting & Legal 51,048 10,000 137,130
Amortization 110
Bad debt 44,500
Bank charges 299 747
Consulting 258,750 287,750
Fees 15,000 12,493 32,480
Interest 12,879 377 14,656
Office expenses 8,524 18,053
Officer compensation 49,011
Promotion 6,657
Rent 5,846 20,096
Taxes and licenses 6,287
Telephone and utilities 10,418 11,077
Travel and entertainment 102,911 111,694
Other Expenses 25,055 25,055
---------- ---------- ---------
Total Operating Expenses 490,730 22,870 765,303
---------- ---------- ---------
WRITE-OFF OF INVESTMENT 136,000 - 136,000
---------- ---------- ---------
NET (LOSS) (826,730) (22,870) (845,638)
---------- ---------- ---------
---------- ---------- ---------
(LOSS) PER SHARE (0.12) (0.01)
---------- ----------
---------- ----------
AVERAGE SHARES OUTSTANDING 5,119,392 4,168,392
---------- ----------
---------- ----------
</TABLE>
See Accountants' Report and Notes to the Financial Statements
F-14
<PAGE>
OXFORD INVESTMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM INCEPTION ON MAY 2, 1985 THROUGH DECEMBER 31, 1994
<TABLE>
Deficit
Accumulated
Capital in During Shares
Common Excess Par Development Issued Treasury
Stock Value Stage Outstanding Shares
-------- ---------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C>
Balance at Inception on May 2, 1985 $ - $ - $ - - -
Issuance of 2,200,000 shares of
common stock to officers &
directors for $0.0114 per share in
May 1985 2,200 22,800 - 2,200,000 -
Issuance of 5,000,000 shares of
common stock to the public for
cash for $0.10 5,000 495,000 - 5,000,000 -
Payment of deferred stock offering
costs - (95,250) - - -
Net loss from inception on May 2,
1985 through December 31, 1985 - - (6,458) - -
Net loss for the year ended
December 31, 1986 - - (1,565) - -
Net loss for the year ended
December 31, 1987 - - (14,989) - -
Issuance of 7,493,878 shares of
common stock for 50% of Bedlam
Production, Inc. and movie scripts 7,494 300,000 - 7,493,879 -
Net loss for the year ended
December 31, 1988 - - (80,510) - -
</TABLE>
See Accountants' Report and Notes to the Financial Statements
F-15
<PAGE>
OXFORD INVESTMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (Continued)
FROM INCEPTION ON MAY 2, 1985 THROUGH DECEMBER 31, 1994
<TABLE>
Deficit
Accumulated
Capital in During Shares
Common Excess Par Development Issued Treasury
Stock Value Stage Outstanding Shares
----- ----- ----- ----------- ------
<S> <C> <C> <C> <C> <C>
Net loss for the year December
31, 1989 - - (72,722) - -
Net loss for the year ended
December 31, 1990 - - (2,828) - -
-------- --------- --------- ------------ ---------
Balance, December 31, 1990 14,694 722,550 (179,072) 14,693,878 -
Exchange of movie rights for
treasury (7,493,878 shares) - - - - (571,494)
Net loss for the year ended
December 31, 1991 - - (3,262) - -
-------- --------- --------- ------------ ---------
Balance, December 31, 1991 14,694 722,550 (182,334) 14,693,878 (571,494)
Payment of expenses by
shareholder - 1,137 - - -
Net Loss for the year ended
December 31, 1992 - - (13,704) - -
-------- --------- --------- ------------ ---------
Balance, December 31, 1992 14,694 723,687 (196,038) 14,693,878 (571,494)
Issuance of Treasury Shares for
service - (571,494) - - 571,494
Sale of Shares 7,000 45,021 - 7,000,000 -
Contribution of Marketable
Securities 20,000 116,000 - 20,000,000 -
Net Loss for the year ended
December 31, 1993 - - (22,870) - -
Reverse Split (1 for 10) (37,525) 37,525 - (37,524,490) -
-------- --------- --------- ------------ ---------
Balance, December 31, 1993 4,169 350,739 (218,908) 4,169,892 -
Issuance of Shares 950 (950) - 949,500 -
Net Loss for the year ended
December 31, 1994 - - (626,730) - -
-------- --------- --------- ------------ ---------
$ 5,119 $ 349,789 $(845,838) 5,119,392 0
-------- --------- --------- ------------ ---------
-------- --------- --------- ------------ ---------
</TABLE>
See Accountants' Report and Notes to the Financial Statements
F-16
<PAGE>
OXFORD INVESTMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
<TABLE>
From Inception
on May 2, 1985
Through
For the Year Ended December 31, December 31,
------------------------------ --------------
1994 1993 1994
------------- --------- --------------
<S> <C> <C>
Cash Flows Operating Activities
Net Loss $(626,730) $(22,870) $(845,638)
Addition to organization costs - - (110)
Amortization of organization costs - - 110
Increase (decrease) in accounts payable 340,910 (28,751) 340,910
Increase (decrease) in taxes payable - 400 0
Write-off of Investment 136,000 136,000
--------- -------- ---------
Net Cash Provided by Operating Activities (149,820) (52,021) (368,728)
Cash Flows From Investing Activities
(Increase) decrease in refundable deposits - - -
Increase in film cost inventory - - (564,000)
--------- -------- ---------
Net Cash Provided by Investing Activities - - (564,000)
Cash Flows From Financing Activities
Sale of capital stock - - 877,021
Issuance of Promissory Notes 150,000 - 150,000
Payment of deferred stock offering costs - - (95,250)
Payment of expenses by shareholder - - 1,137
--------- -------- ---------
Net Cash Provided by Financing Activities 150,000 - 932,908
Net Increase (Decrease) in Cash 180 - 180
Cash Balance at Beginning of Period - - -
--------- -------- ---------
Cash Balance at End of Period $ 180 $ - $ 180
--------- -------- ---------
--------- -------- ---------
Non-Cash Transactions
Exchange of fixed assets for treasury shares - - 571,494
Exchange of shares for marketable securities - 136,000 136,000
</TABLE>
See Accountants' Report and Notes to the Financial Statements
F-17
<PAGE>
OXFORD INVESTMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Oxford Investments,
Inc. (a development stage company). The Company was incorporated in the
State of Nevada on May 2, 1985, for the purpose of providing an entity
which could be utilized to raise capital and seek business opportunities
which held a potential for profit. In February 1988, the Company began to
produce television shows and movies. However, in October of 1991 the
Company disposed of its movie and television productions. In October of
1993, the controlling interest of the Company was sold, additional capital
contributed, and new management installed. Since then, the Company has
accelerated its business opportunity search.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting.
c. Organization Costs
The Company amortized its organization costs over sixty (60) months
using the straight-line method.
d. Earning (Loss) Per Share
The computation of earnings (loss) per share of common stock are based
on the weighted average number of shares outstanding at the date of the
financial statements less the average number of shares held as treasury
stock. These numbers have been adjusted as of the year-ended December 31,
1993 to reflect the 1 for 10 reverse split which became effective
December 30, 1993.
e. Income Taxes
No provision for income taxes has been recorded due to operating
losses at December 31, 1994. The minimum state franchise tax of $100 for
each year has been accrued in operating expenses for each period ended
December 31.
f. Cash and Cash Equivalents
Cash equivalents includes short term highly liquid investments with
maturities of three months or less at the time of acquisition.
F-18
<PAGE>
OXFORD INVESTMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1994
NOTE 2 - EXCHANGE OF ASSETS
In October, 1991 the Company executed an agreement with Mark Burdge, the
former president of the Company, pursuant to which the Company received the
return of 7,493,878 of its common stock in exchange for its film inventory
and its ownership in Bedlam Productions. Mr. Burdge was also released from
liability for the Company's debts. These shares were held as Treasury Shares
until July of 1993 when they were issued to the then Company president, Mr.
Nels Timm, in consideration for his personal services. In October 1993, two
other shareholders contributed $52,021 in exchange for 7,000,000 shares of
Common Stock. This cash was used to retire all of the Company's outstanding
liabilities. On November 15, 1993, a shareholder contributed 200,000
common shares of Rhand Industries, Inc., a Canadian publicly held company, in
exchange for 20,000,000 shares of the Company's common stock. This
investment was written off in 1994.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and the liquidation of liabilities in the normal course
of business. However, the Company does not have either cash or other material
assets, nor does it have an established source of revenues sufficient to cover
its operating costs and to allow it to continue as a going concern. It is,
however, the intent of the Company to seek a manager with an existing, operating
company.
NOTE 4 - DEBENTURE OFFERING
In the Spring of 1994, by means of a Private Placement the Company sold
150,000 of Units for $50,000 per Unit, or an aggregate of $150,000. Each
Unit consisted of a $50,000 12% note, 50,000 shares of the common stock and
25,000 warrants to purchase a like number of shares of common stock at $2.00
per share exercisable at any time up to two years from the date of issue.
The repayment of the notes has been extended to December 31, 1995.
NOTE 5 - SUBSEQUENT EVENT
On May 19, 1995, the Company entered into an agreement with the
shareholder of Dunstable Rubber Holdings Limited ("Dunstable") for the
acquisition of all of the issued and outstanding shares of Dunstable in
exchange for 1,500,000 shares of the Company's common stock, $.001 par value.
Dunstable is engaged in the production of single ply roofing membrane as well
as roof liners. Dunstable operates from rented premises in Bedordshire,
England. Closing on the Dunstable acquisition is scheduled for June 30, 1995.
F-19
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
D. Brian MacBeth did not stand for reelection as the Registrant's
Certifying Accountant. The principal accountant's report on the financial
statements for each of the past two years did not contain an adverse opinion
or a disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principals.
When D. Brian MacBeth notified the Registrant that he would not stand
for re-election, the decision to change auditors was approved by the Board of
Directors. During the Registrant's two most recent fiscal years and the
subsequent interim periods preceding the resignation of D. Brian MacBeth
there were no disagreements between the Registrant and the former accountant
on any matters of accounting principals or practice, financial statement
disclosure or auditing scope of procedure, which disagreement, if not
resolved to the satisfaction of the former accountant would have caused it to
make reference to the subject matter of the disagreement in connection with
its report. Furthermore, there are no unresolved issues with the prior
accountant.
On August 7, 1996, the Board of Directors appointed Thomas Leger & Co.
L.L.P. to be its auditor for its year ended December 31, 1995. Thomas Leger
& Co. L.L.P., was not consulted regarding the application of accounting
principals to any specific transaction, either completed or proposed or the
type of audit opinion that might he rendered on the Registrant's financial
statements, nor was a written report provided to the Registrant nor oral
advise given by the new accountant regarding important factors considered by
the Registrant in reaching its decision as to any accounting, auditing, or
financial reporting issue. Furthermore, there were no matters that were the
subject of any disagreement.
II-3
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
INFORMATION REGARDING PRESENT DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of the present
executive officers and directors of the Company and the positions held by
each.
Name Age Title
- ---- --- -----
Robert Cheney 54 President, Chief Executive Officer & Director
Beth A. Rich 29 Vice President, Chief Financial Officer & Director
Each of the directors has been elected to serve until the next annual
election of the directors by the shareholders or until their respective
successors have been duly elected and shall have qualified.
ROBERT CHENEY was elected President, Chief Executive Officer and Director in
January, 1994. For a number of years Mr. Cheney has been acting as a
consultant to troubled companies, assisting companies with both debt and
equity financing and served in other management consulting positions. From
1988 through 1989 Mr. Cheney was a consultant to Osborne Capital, S.A., a
merchant bank located in Paris, France and Genevea, Switzerland. In 1990 Mr.
Cheney returned to the golf course development company he left in 1986 to
complete the liquidation and restructuring of the company. From December 1991
to August 1992, Mr. Cheney served as Chairman and Chief Executive Officer of
Orbitron Capital Corporation. From September 1992 to February 1993 Mr.
Cheney completed the acquisition of a private company involved in the
aluminum window business.
BETH A. RICH was elected Vice President, Chief Financial Officer and Director
in May, 1994. From June, 1993 to October, 1993 Ms. Rich served as a director
of Orbitron Capital Corporation.
ITEM 10. EXECUTIVE COMPENSATION
No compensation has been paid to any officer, director or control person
during the prior three years. However, during 1995, the Company accrued
consulting fees payable to a company controlled by Robert Cheney in the
amount of $204,000.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF MANAGEMENT
No officer of director of the Company owned any shares of the Company,
either directly or beneficially.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of August 6, 1996, the number of
shares of the Company's Common Stock known to be held by beneficial owners of
more than five percent of the Company's Common Stock.
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
- ------------------- -------------------- ----------------
Atlas Overseas Investments
Limited
P.O. Box N-10144
Bitco Building East
Nassau Bahamas 750,000 11.2%
Atlas Overseas Limited
22 Markham Street
London, England SW3 750,000 11.2%
III-1
<PAGE>
Penguin Investments, Limited
P.O. Box N-10144
Bitco Building East
Nassau, Bahamas 700,000 10.5%
Caithness, Ltd.
c/o Reads Trust Company Limited
Wellington House,
Union Street
Jersey JE48YJ
Channel Islands 500,000 7.5%
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1995, the Company accrued, but did not pay, consulting fees
totaling $204,000 to a company controlled by Robert Cheney, the Company's
president.
III-2
<PAGE>
PART IV
ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K
(a) EXHIBITS
(C) Exhibits
16.1 Letter from D. Brian MacBeth
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
(1) Form 8-K dated March 26, 1996 reporting the cancellation of the merger
agreement with World Star Holdings, Ltd. (By reference)
IV-1
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
OXFORD INVESTMENT, INC.
BY: /S/ ROBERT CHENEY
-----------------------------------
ROBERT CHENEY, PRESIDENT
Dated: August 16 ,1996
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.
Signature Title Date
--------- ----- ----
/s/ Robert Cheney President & Director August 16, 1996
- ----------------------- (Principal Executive Officer)
Robert Cheney
/s/ Beth A. Rich Secretary/Treasurer & Director
- ----------------------- (Principal Accounting and Financial August 16, 1996
Beth A. Rich Officer)
IV-2
<PAGE>
August 12, 1996
United States Securities
and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20559
Re: Oxford Investment, Inc. Commission File No. 2-98747-D
Gentlemen:
I acted as the Certifying Accountant for the aforereferenced Registrant
for the fiscal year ended December 31, 1993, and December 31, 1994 but have
declined to stand for re-election as the Certifying Accountant for the fiscal
period ended December 31, 1995. Because of my resignation, the Registrant has
provided to this firm the disclosures required by Item 304(a)(1) of the
Regulation S-K made by the Registrant to the United States Securities and
Exchange Commission. Upon review of the disclosures and statements contained
in Form 8-K, this firm agrees with such disclosures and statements made by
the Registrant pursuant to Item 304(a)(1) of Regulation S-K and hereby
consents to the inclusion of this letter as an exhibit to Form 8-K.
Sincerely,
D. Brian Macbeth
IV-3
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