<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________.
Commission File No. 2-98747-D
OXFORD CAPITAL CORP.
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(Exact name of small business issuer as specified in its charter)
NEVADA 870421454
- -------------------------------- -------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4615 SOUTHWEST FREEWAY, SUITE 420, HOUSTON, TEXAS 77027
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(Address of principal executive offices)
(713) 622-2527
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(Issuer's telephone number)
OXFORD INVESTMENT, INC.
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(Former name, former address and former
fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes /X/ No
-------- ---------
As of August 6, 1996, 5,155,392 shares of Common Stock of the issuer were
outstanding.
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OXFORD INVESTMENT, INC.
INDEX
PAGE
NUMBER
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets - March 31, 1996 (unaudited) and
December 31, 1995 (audited).................................... 1
Unaudited Condensed Statements of Operations - For the three
months March 31, 1996 and 1995 and for the period from
inception (May 2, 1985) to March 31, 1996...................... 2
Unaudited Condensed Statements of Cash Flows - For the three
months ended March 31, 1996 and 1995 and for the period from
inception (May 2, 1985) to March 31, 1996...................... 3
Notes to Condensed Financial Statements.......................... 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................... 6
PART II - OTHER INFORMATION................................................ 7
SIGNATURES................................................................. 9
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OXFORD INVESTMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
MARCH 31, DECEMBER 31,
1996 1995
----------- ------------
(UNAUDITED) (AUDITED)
CASH $ 18 $ 1,161
----------- -----------
ACCOUNTS RECEIVABLE $ 35,030 $ 35,030
----------- -----------
TOTAL ASSETS $ 35,048 $ 36,161
----------- -----------
----------- -----------
LIABILITIES & STOCKHOLDERS EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 782,169 $ 756,174
LOANS PAYABLE OTHER 48,888 0
LOANS PAYABLE 185,379 180,879
----------- -----------
TOTAL CURRENT LIABILITIES $ 1,016,436 $ 937,053
STOCKHOLDERS EQUITY
AUTHORIZED SHARES 50,000,000
$0.001 PAR VALUE; 5,155,392 AND
6,655,392 ISSUED AS OF JUNE 30,
1995 AND DECEMBER 31, 1995
RESPECTIVELY $ 5,155 $ 6,655
PAID IN CAPITAL 349,753 348,253
DEFICIT ACCUMULATED DURING
DEVELOPMENT STAGE (1,336,296) (1,255,770)
----------- -----------
TOTAL STOCKHOLDER EQUITY $ (981,388) $ (900,862)
----------- -----------
TOTAL LIABILITIES & STOCKHOLDERS EQUITY $ 35,048 $ 36,161
----------- -----------
----------- -----------
SEE ACCOUNTANTS' REPORT AND NOTES TO THE FINANCIAL STATEMENTS
1
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OXFORD INVESTMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
FROM INCEPTION
FOR THE THREE MONTHS ENDED ON MAY 2, 1985
MARCH 31 TO MARCH 31
-------------------------- --------------
1996 1995 1996
-------- -------- -----------
REVENUES
Interest earned $ 0 $ 0 $ 50,665
Fees earned 0 0 5,000
-------- -------- -----------
Gross Income $ 0 $ 0 $ 55,665
-------- -------- -----------
EXPENSES
Accounting & Legal $ 2,375 0 172,630
Amortization 0 0 110
Bad debt 0 0 44,500
Bank charges 43 0 1,004
Consulting 51,000 51,000 567,250
Fees 700 0 35,680
Interest 4,500 4,500 37,156
Office expenses 1,169 614 18,916
Officer compensation 0 0 49,011
Promotion 0 0 6,657
Rent 900 900 24,596
Taxes and licenses 0 0 6,552
Telephone and utilities 6,349 2,306 30,361
Travel and entertainment 13,490 12,301 236,265
Other Expenses 0 0 25,273
-------- -------- -----------
Total Operating Expenses $ 80,526 $ 71,621 $ 1,255,961
-------- -------- -----------
Write-off of Investment 0 0 136,000
NET (LOSS) $(80,526) $(71,621) $(1,336,296)
-------- -------- -----------
(LOSS) PER SHARE $ (.02) $ (.01)
-------- --------
AVERAGE SHARES OUTSTANDING 5,155,392 5,119,392
--------- ---------
--------- ---------
SEE NOTES TO THE FINANCIAL STATEMENTS
2
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OXFORD INVESTMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE FOR THE FROM INCEPTION
THREE MONTHS THREE MONTHS ON MAY 2, 1985
ENDED ENDED THROUGH
MARCH 31, MARCH 30, MARCH 31,
1996 1995 1996
------------ ------------ -------------
Cash Flow from Operating Activities:
Net Loss $(80,526) $(71,621) $(1,336,296)
Addition to Organization Costs 0 0 (110)
Amortization of Organization Costs 0 0 110
Increase in Accounts Receivable (35,030)
Increase in Accounts and Notes
Payable 79,383 71,621 866,436
Write-off of Investment 0 0 136,000
-------- -------- -----------
Net Cash Used by Operating
Activities $ 1,143 $ 0 $ (368,890)
Cash Flows from Investing Activities:
Increase in Film Cost Inventory 0 0 (564,000)
Net Cash Used by Investing
Activities $ 0 $ 0 $ (564,000)
Cash Flows from Financing Activities:
Sale of Common Stock 0 0 877,021
Sale of Debentures 0 0 150,000
Payment of Stock Offering Costs 0 0 (95,250)
Payment of Expenses by Shareholder 0 0 1,137
-------- -------- -----------
Net Cash Provided by Financing
Activities $ 0 $ 0 $ 932,908
Net Increase (Decrease) in Cash (1,143) 0 18
Cash Balance at Beginning of Period 1,161 0 0
-------- -------- -----------
Cash Balance at End of Period $ 18 $ 0 $ 18
-------- -------- -----------
-------- -------- -----------
SEE NOTES TO THE FINANCIAL STATEMENTS
3
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 199
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Oxford Capital Corp.,
(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 computations 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 on December 30, 1993.
e. Income Taxes
No provision for income taxes has been recorded due to operating
losses at December 31, 1995. 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.
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
4
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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 merger 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. These notes
are now past due and negotiations with the debenture holders for further
extension are now being discussed. There is no assurance that these notes
will be extended. 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.
NOTE 5 - CANCELLATION OF MERGER AGREEMENT
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 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.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31, 1995
REVENUE AND GROSS INCOME. The Company had no revenues and no gross
income in either the three months ended March 31, 1996 or the corresponding
period of the prior year.
OPERATING EXPENSES. Operating expenses were $80,526 for the three
months ended March 31, 1996, an increase of approximately 13% from the $71,621
for the comparable period in 1995. This decrease was primarily attributable the
reduction in travel and entertainment and other fees.
NET LOSS. The Company's net loss increased to $80,526 for the three
months ended March 31, 1996, an increase of approximately 13% from the $71,621
for the comparable period in 1995. The increase in the Company's net loss is
primarily attributable to the increase in travel and other fees.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary liquidity needs are to fund its overhead until a
suitable acquisition can be found. The Company has historically funded its
working capital needs through a combination of equity, debentures and loans from
officers and affiliates.
The Company's ability to survive is dependent on its ability to borrow
additional funds from its officer, affiliates, or third parties or to acquire a
profitable operating company through the issuance of stock. Without the success
of one of these options, the Company does not have sufficient cash to satisfy
its working capital requirements for the next twelve months.
6
<PAGE>
PART II - OTHER INFORMATION
ITEM 5. OTHER EVENTS
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 odf 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 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 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.
7
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - Exhibit 27
(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)
8
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
OXFORD INVESTMENT, INC.
Date: August 19, 1995 By: /s/ Robert Cheney
------------------------------------
Robert Cheney, President
and Principal Executive Officer
By: /s/ Beth Rich
------------------------------------
Beth Rich, Treasurer and
Principal Financial Officer
9
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<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 18
<SECURITIES> 0
<RECEIVABLES> 35,030
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 35,048
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 35,048
<CURRENT-LIABILITIES> 1,016,436
<BONDS> 0
0
0
<COMMON> 5,155,392
<OTHER-SE> 981,388
<TOTAL-LIABILITY-AND-EQUITY> 35,048
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 76,026
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,500
<INCOME-PRETAX> (80,526)
<INCOME-TAX> 0
<INCOME-CONTINUING> (80,526)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (80,526)
<EPS-PRIMARY> (.015)
<EPS-DILUTED> 0
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