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 September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
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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 87-0421454
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
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
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As of November 1, 1996, 32,914,284 shares of Common Stock of the issuer were
outstanding.
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OXFORD INVESTMENT, INC.
INDEX
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<CAPTION>
Page
Number
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets - September 30, 1996 (unaudited)
and December 31, 1995 (audited)..............................1
Unaudited Condensed Statements of Operations - For the
nine months September 30, 1996 and 1995......................2
Unaudited Condensed Statements of Cash Flows - For the
nine months ended September 30, 1996 and 1995...............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.................................................................10
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
OXFORD CAPITAL CORP.
Balance Sheet
ASSETS
SEPTEMBER 30,1996 DECEMBER 31, 1995
(UNAUDITED) (AUDITED)
<S> <C> <C>
Cash $ 71,669 $ 1,161
Accounts Receivable 123,138 35,030
Accrued Payroll Receivables 490,495 0
Inventory 20,700 0
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Total Current Assets $ 706,002 $ 36,191
Fixed Assets (Net) 43528 0
Other Assets 1,099,943 0
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TOTAL ASSETS $1,849,473 $ 36,191
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LIABILITIES & STOCKHOLDERS EQUITY
- ---------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $1,441,502 $ 756,174
Loans payable 153,587 180,879
Current portion long term debt 18,175 0
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TOTAL CURRENT LIABILITIES $1,613,264 937,053
Long Term Debt 508,520 0
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TOTAL LIABILITIES $2,121,784 $ 937,053
STOCKHOLDERS EQUITY
Authorized shares 50,000,000 $0.001
par value; 32,914,284 and 6,655,392
issued as of September 30, 1996 and
December 31, 1995 respectively $ 32,914 $ 6,655
Paid in Capital 3,452 348,253
Subscription Receivable (1,000) 0
Accumulated deficit (307,677) (1,255,770)
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TOTAL STOCK HOLDER EQUITY (272,311) (900,862)
Total Liabilities & Stockholders Equity $1,849,473 $ 36,161
========== ==========
</TABLE>
See Notes to the Financial Statements
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OXFORD CAPITAL CORP.
Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
1996 1995 1996 1995
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<S> <C> <C> <C> <C>
REVENUES
Employee leasing $ 5,093,516 0 $15,307,916 0
Safety & fatigue 0 0 2,747 0
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Total revenues 5,093,516 0 15,310,663 0
Cost of goods sold 4,628,141 0 14,286,025 0
---------- -------- ---------- ---------
Gross profit 465,375 0 1,024,638 0
EXPENSES
General and administrative 455,523 114,150 1,332,315 313,768
Income (loss)from OPS 9,852 (114,150) (307,677) 313,768
========== ========= ========== =========
Income (loss) per shares $ .0003 $(.02) $(.009) $(.06)
========== ========= ========== =========
Average shares outstanding 32,914,284 5,155,392 32,914,284 5,155,392
========== ========= ========== =========
</TABLE>
See Notes to the Financial Statements
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OXFORD CAPITAL CORP.
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the Nine For the Nine
Months Ended Months Ended
September 30, September 30,
1996 1995
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<S> <C> <C>
Cash Flow from Operating Activities:
Net Loss $(307,677) $(313,768)
Adjustments to reconcile net income to
net cash provided by operating activities
Amortization 115,632 0
Depreciation 3,296 0
Increase in Accounts Payable and
Accrued Expenses 554,111 313,868
Increase in Accounts Receivable and
Accrued receivables (578,603) 0
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Increase in Inventory (20,700) 0
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Net Cash Used by Operating Activities $(233,941) $(100)
Cash Flows from Investing Activities:
Purchase of Equipment (25,824) 0
Purchase of covenant not to compete (600,000) 0
Net Cash Used by Investing Activities (625,824) $ 0
Cash Flows from Financing Activities:
Exchange of Rx Staffing and S&FCI stock
for Oxford Stock (10,136) 0
Conversion of Notes payable and accrued
interest expense to common stock 190,236 0
Conversion of accounts payable and
accrued expenses to warrants 757,128 0
Reduction of obligation payable (6,955) 0
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Net Cash Provided by Financing Activities $ 930,273 $ 0
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Net Increase (Decrease) in Cash 70,508 100
Cash Balance at Beginning of Period 1,161 180
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Cash Balance at End of Period $ 71,669 $280
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</TABLE>
See Notes to the Financial Statements
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Oxford Capital Corp.
Notes to the Financial Statements
September 30, 1996
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. In September 1996 the company merged with Rx Staffing
Corp., and Safety and Fatigue Consultants International, Inc.
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 - DEBENTURE OFFERING
In the September of 1994, a private individual placed $150,000 within the
Company and received a $150,000 12% note, 150,000 shares of the common stock
and 75,000 warrants to purchase a like number of shares of common stock at
$1.50 per share exercisable at any time up to two years from the date of issue.
This note is due on January 3, 1997. 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 canceled and
an identical number, 75,000, are being issued at an exercise price of $.5312
and will be exercisable until June 30, 1998.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1995
REVENUE AND GROSS INCOME. The Company had revenues of $15,310,663 and gross
income of $1,024,638 in the nine months ended September 30, 1996. The Company
had no revenues and no gross income in the nine months ended September 30, 1995.
OPERATING EXPENSES. Operating expenses were $1,447,899 for the nine months
ended September 30, 1996, a increase of approximately 461% from the $313,768
for the comparable period in 1995. This increase was attributable to the
merger with Rx Staffing Corp., and Safety and Fatigue Consultants
International, Inc., and the operations of their business.
NET LOSS. The Company's net loss decreased to $307,677 for the nine months
ended September 30, 1996, a decrease of approximately 1.5% from the $313,768
for the comparable period in 1995. The decrease in the Company's net loss is
primarily attributable to the merger with Rx Staffing Corp., and Safety and
Fatigue Consultants International, Inc., and the operations of their business.
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1995
REVENUE AND GROSS INCOME. The Company had revenues of $5,093,516 and gross
income of $465,375 in the three months ended September 30, 1996. The Company
had no revenues and no gross income in the nine months ended September 30, 1995.
OPERATING EXPENSES. Operating expenses were $623,056 for the three months
ended September 30, 1996, a increase of approximately 546% from the $144,150
for the comparable period in 1995. This increase was attributable to the
merger with Rx Staffing Corp., and Safety and Fatigue Consultants
International, Inc., and the operations of their business.
NET LOSS. The Company's net loss increased to $157,681 for the three months
ended September 30, 1996, a increase of approximately 40% from the $114,150
for the comparable period in 1995. The increase in the Company's net loss is
primarily attributable to the merger with Rx Staffing Corp., and Safety and
Fatigue Consultants International, Inc., and the operations of their business
mainly from the staffing of Safety and Fatigue Consultants International, Inc.,
preparing for the introduction of its safety and wellness program.
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PART II - OTHER INFORMATION
Item 5. OTHER EVENTS
On June 21, 1996, the Company entered into a Share Exchange Agreement with the
shareholders of Rx Staffing Corp., ("Rx") and Safety and Fatigue Consultants
International, Inc., ("SFCI") located in Dallas, Texas. This agreement was
modified on August 20, 1996, and was subsequently closed on August 28 , 1996.
Under the terms of the Agreement(s) the Company exchanged 100% of the issued
and outstanding shares of Rx for 4,108,601 shares of authorized but previously
unissued common stock, par value $0.001, of the Company and 232,930 warrants
with an exercise price of $2.00 and 232,930 warrants with an exercise price of
$3.00. The warrants are exercisable for a period of two years from the date of
the closing. The Company exchanged 100% of the issued and outstanding shares of
SFCI common stock in exchange for 23,293,005 shares of authorized but
previously unissued common stock, par value $0.001, of the Company, and 931,720
warrants with an exercise price of $2.00 and 931,720 warrants with an exercise
price of $3.00. The warrants are exercisable for a period of two years from the
date of the closing. These shareholders now represent a controlling interest in
the Company.
Rx Staffing, Inc. ("Rx") was chartered in December 1995 and acquired a major
portion of its business by contract with Creative Employment Concepts, Inc.
("CECI"). The purchase was concluded by the issuance of a non-recourse note
from Rx to CECI for $1,068,000. Rx is a leading professional employer
organization ("PEO"), which provides small and medium-sized businesses with
an outsourcing solution to the complexities and costs related to employment and
human resources. The Company's continuum of integrated employment-related
services consists of human resource administration, employment regulatory
compliance management, workers' compensation coverage, health care and other
employee benefits. The Company establishes a co-employer relationship with its
clients and contractually assumes substantial employer responsibilities with
respect to workaday employees. The Company believes its services assist
business owners in: (I) managing escalating costs associated with workers'
compensation, health insurance coverage, workplace safety programs, and
employee-related litigation, (ii) providing employers, and (iii) reducing the
time and effort required by business owners and executives to deal with the
increasingly complex legal and regulatory environment affecting employment. As
of September 30, 1996, the Company provided professional employer services to
approximately 65 client organizations with nearly 1,300 employees, primarily
in Texas.
SFCI is a development stage company that has developed a comprehensive training
and consulting program for the transportation industry with current emphasis
being placed in the areas of safety, operations and fatigue training for both
management and over the road staff within trucking industry. SFCI emphasizes
fatigue training and sleep disorder testing for client companies and their
staff and has the support of major associations and insurance companies
involved within the trucking industry. The staff of SFCI includes Gary
Thibodeux ( recent recipient of the 1996 National Safety Professional of the
Year Award from the National Private Truck Council) and Albert Wauquier,
Ph.D., a prominent researcher and academia, a Diplomat of the American Board of
Sleep Medicine and author of 12 books and some 230 published research articles
in Sleep and Neurophysiological research.
The incorporation of SFCI was a result of extensive discussions related to the
comprehensive nature of Mr. Thibodeux's fatigue and safety training, lifestyle
awareness experience, sleep diagnostic techniques with implementation of all of
these factors in the transportation industry and more specifically for the long
haul carrier. Driven from a heightened sense of urgency from both federal
regulators at the US Department of Transportation and private industry
interests represented by entities like the National Private Truck council and
the Canadian Safety Council, fatigue training and sleep disorder were combined
into SFCI. Using the extensive academic and industry research on this issue and
the operational implementation experience of the SFCI development team, SFCI
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has developed a pragmatic training and wellness program which the industry can
use to reduce the risk inherent in the trucking and transportation industry.
Response to the preliminary marketing and awareness program provided industry
leaders and regulators has been overwhelming and very supportive of our
efforts. Endorsements have come from every sector along with anticipation of
market availability.
Currently there is virtually no competition when compared to what the market
has available to address these issues. No other entity has such a comprehensive
program available and it is not unreasonable to assume that there will not be
any product but SFCI's available for at least one year and probably two years
if a true apples to apples comparison is made. This is due in large part to
practical logistical issues surrounding the human resource and operational
necessities of potential transportation and industrial clients. The SFCI
program was designed with these concerns as paramount so the program can be
implemented without undue cost and disruption to ongoing operations. Another
major reason for the lack of competition stems from the industry's reluctance
to spend R&D funds to find the "critical path" technology which SFCI has
already incurred, analyzed, adjusted and enhanced. SFCI's development team
experience in the complex implementation of such a program has proven much more
difficult and challenging than the expense which goes with that development
process.
SFCI has a four (4) tier marketing segmentation to take this product to the
industry. Utilizing existing training companies and organizations with
extensive driver training experience through consultation contracts already
negotiated and also the consultation and operational audit capabilities of our
safety and engineering staff at SFCI, cost effective risk reduction can be
achieved. Tier ONE is the base training program itself. It consists of
instructor manuals and guide; driver training workbooks, tests and polls;
driver handbooks and guides, a teaching video, certification documentation and
sleep disorder analysis reports for management. This is meant to be a shelf
product for the widest possible distribution and not restricted by the size of
the potential client company, thus allowing for maximum market and industry
penetration. Tier ONE is, by design, meant to satisfy the current industry
associations and regulators who have been clamoring for immediate solutions to
this very high profile problem. Tier One will go along way toward satisfaction
of the "good faith effort" requirement regulators have decided the
transportation industry is lacking. This is not because the entities have not
wanted to address the fatigue issue but nothing has been available to them,
until now. Not surprisingly interest in the Tier One product has been soaring
and verbal commitments from many major trucking companies and industrial
applications (particularly the energy and refining industry) has outsold the
first printing run before it has been produced. Tier TWO involves the training
by our staff or our contracted training associates of both instructors and
drivers of interested clients for a fee. Pre scheduled training classes will
allow companies, both large and small, to have their staffs trained to teach
the course or to send their drivers to one of the training sessions we conduct.
Thus we can maximize market penetration even if the company is to small to
have human resource or safety departments of their own. Additionally, many of
the manuals, workbooks and guides have been set up as exhaustible available for
repurchase giving SFCI sales longevity as these clients expand grow.
Tier THREE is full consultation analysis of a given client company where SFCI
goes into a client company (in most cases much larger size) for a daily fee and
performs a complete audit of their operations and safety program in order to
recommend changes and adjustments which would be necessary to achieve risk
reduction by taking away many of the inherent and sometimes unknown
disincentives to safety that the client company may be unaware exists. Tier
FOUR is the level where sleep disorder testing, analysis and treatment is
implemented. This is done through mobile testing units which have been designed
to allow for a driver or worker to be identified as having a sleeping disorder,
test that person in a medically sanctioned setting; treat that person for the
disorder and have them back to work in most cases in as little as seventy-two
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hours. By far the most difficult and challenging aspect of the SFCI program is
this tier of service which excites the industry. It is through this segment
that the SFCI program can make the most significant contribution to risk
reduction in the industry and also where SFCI is alone relative to any
competition which may exist.
Regulatory issues are currently in process driven by the DOT's need to address
the urgency of accidents caused by fatigue training or lack thereof. Very soon
such training will be mandatory, if one is to be in compliance with the
requirement for a Commercial Drivers License (CDL).The SFCI program will be at
the forefront of this new regulation expected to be enacted sometime in 1997.
SFCI is poised to take advantage of this urgent need and is ready to accept the
challenge of being the industry leader in safety and fatigue training.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits - None
b. Reports on Form 8-K
1. Form 8-K dated October 4, 1996 reporting the merger of Rx
Staffing Corp., and Safety and Fatigue Consultants
International, Inc. (By reference)
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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,
hereunto duly authorized.
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(REGISTRANT) OXFORD CAPITAL CORP.
BY (SIGNATURE) /s/ Robert Cheney
(NAME AND TITLE) Robert Cheney
Principal Executive Officer
(DATE) November 15, 1996
BY (SIGNATURE) /s/ Jerry Stovall
(NAME AND TITLE) Jerry Stovall
Treasurer and Principal Financial Officer
(DATE) November 15, 1996
</TABLE)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 71,669
<SECURITIES> 0
<RECEIVABLES> 613,633
<ALLOWANCES> 20,700
<INVENTORY> 0
<CURRENT-ASSETS> 706,002
<PP&E> 43,528
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,849,473
<CURRENT-LIABILITIES> 1,613,264
<BONDS> 0
0
0
<COMMON> 32,914
<OTHER-SE> (272,311)
<TOTAL-LIABILITY-AND-EQUITY> 1,849,473
<SALES> 15,307,916
<TOTAL-REVENUES> 15,310,663
<CGS> 14,286,025
<TOTAL-COSTS> 14,286,025
<OTHER-EXPENSES> 1,332,315
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (307,677)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (307,677)
<EPS-PRIMARY> (.009)
<EPS-DILUTED> (.009)
</TABLE>
