SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
AMENDMENT NO. 1
(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)
4245 North Central Expressway, Suite 300
Dallas, Texas 75205
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(Address of principal executive offices)
(214) 520-0100
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(Issuer's telephone number)
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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 May 1, 1997, 33,064,284 shares of Common Stock of the issuer were
outstanding.
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OXFORD CAPITAL CORP.
INDEX
Page
Number
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets - September 30, 1996 and
June 30, 1996.......................................... 3
Condensed Statements of Operations - For the three
months ended September 30, 1996 and 1995............... 4
Statements of Cash Flows - For the three
months ended September 30, 1996 and 1995............... 5
Notes to Condensed Financial Statements................. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 7
PART II - OTHER INFORMATION......................................... 8
SIGNATURES.......................................................... 8
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OXFORD CAPITAL CORP.
Balance Sheet
September 30, June 30,
1996 1996
------------- --------------
ASSETS
Cash $ 918 $ 1,398
Investment 125,000 -
------------ --------------
Total Assets $ 125,918 $ 1,398
============ ==============
LIABILITIES AND STOCKHOLDER EQUITY
Current Liabilities
Accounts Payable $ 110,684 $ 823,160
Notes Payable 150,000 189,879
------------ --------------
Total current liabilities $ 260,684 $ 1,013,039
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STOCKHOLDER EQUITY
Common stock, par value $.001,
50,000,000 shares authorized,
5,155,392 and 5,662,845 shares
issued and outstanding respectively $ 5,663 $ 5,155
Additional Paid-in-Capital 1,297,750 349,753
Retained Earnings (deficit) (1,438,179) (1,366,549)
Total Stockholder Equity $ (134,766) $(1,011,641)
----------- -----------
Total Liabilities and Stockholder Equity 125,918 1,398
=========== ===========
See accompanying notes to condensed consolidated financial statements
3
<PAGE>
OXFORD CAPITAL CORP.
Statement of Operations
Three Months Ended September 30,
1996 1995
---------- ----------
Revenues $ 0 $ 0
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Expenses
General and Administrative $ 71,630 $ 114,150
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Total Expenses $ 71,630 $ 114,150
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Net Income (loss) before Federal
Income Tax $ (71,630) $ (114,150)
Income Taxes - -
---------- ----------
Net (loss) $ (71,630) $ (114,150)
========== ==========
(Loss) per share $ (0.01) $ (0.02)
---------- ----------
Average Share Outstanding 5,347,786 5,155,392
========== ==========
See accompanying notes to condensed consolidated financial statements
4
<PAGE>
OXFORD CAPITAL CORP.
Statement of Cash Flows
Three Months Ended September 30,
1996 1995
--------- ----------
Cash Flows From Operating Activities
Net loss $ (71,630) $(114,150)
Adjustments to reconcile net loss
in net cash provided by (used in)
operating activities
Increase in accounts payable 46,150 78,679
Increase in notes payable 34,679
--------- ---------
Net cash provided by (used in) operating
activities $ (25,480) $ (792)
--------- ---------
Cash Flows From Investing Activities
Increase in Investments $(125,000) $ -
--------- ---------
Net cash used in investing activities $(125,000) $ -
--------- ---------
Net Cash Provided By Financing Activities
Issuance of Promissory Note $ 150,000 $ -
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Net Cash Provided by Financing Activities $ 150,000 $ -
--------- ---------
Net Increase (Decrease) in Cash $ (480) $ (792)
Cash Balance at Beginning of Period 1,398 1,072
--------- ---------
Cash Balance at End of Period $ 918 $ 280
--------- ---------
NON-CASH TRANSACTIONS
Issuance of Shares for Accounts Payable $ 758,626 -
Issuance of Shares for Promissory Notes 189,879 -
See accompanying notes to condensed consolidated financial statements
5
<PAGE>
OXFORD CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
September 30, 1996
1. The interim financial statements are prepared pursuant to the requirements
for reporting on Form 10-QSB. The June 30, 1996 balance sheet data was
derived from audited financial statements but does not include all
disclosures required by generally accepted accounting principles. The
interim financial statements and notes thereto should be read in
conjunction with the financial statements and footnotes thereto including
in the Company's report on Form 10-KSB for the year ended June 30, 1996. In
the opinion of management, the interim financial statements reflect all
adjustments of a normal recurring nature necessary for a fair statement of
the results for the interim periods presented. Accordingly, the future
operating results and capital needs of the Company will vary substantially
from the historical operations and needs of the Company and will conform
substantially to the historical operations and needs of Rx and SFCI.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Material Changes in Results of Operations
Revenues. The Company had no revenue for either the three months ended
September 30, 1996 or the corresponding period of the prior year.
General and Administrative Expenses. General and administrative expenses
were $71,630 for the three months ended September 30, 1996, a decrease of
$42,520 or 37.2% from the $114,150 for the corresponding period of the prior
year. This reduction is principally attributable to a reduction in consulting
fees, office expenses and travel. Because of this reduction in expenses the
Company's net loss decreased by a corresponding amount.
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.
Net cash provided by operating activities was $(25,480) and $(792) for the
three months ended September 30, 1996 and 1995 respectively. Net cash flows from
the Company's operating activities are attributable to the Company's income and
change in operating assets and liabilities.
Net cash used in investing activities was $125,000 and $0 for the three
months ended September 30, 1996 and 1995 respectively as the Company made an
equity investment in a company it has agreed to acquire.
Net cash provided by financing activities was $150,000 and $0 for the three
months ended September 30, 1996 and 1995 respectively. In the three months ended
September 30, 1996, the Company issued $150,000 of promissory notes.
The Company's ability to survive is dependent on its ability to borrow
additional funds from its officer, affiliates, or third parties 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.
Pursuant to the Company's ongoing efforts to identify an operating business
to acquire or merge with, on October 1, 1996, the Company completed its
acquisition of Rx Staffing, Inc. ("Rx") and Safety & Fatigue Consultants
International, Inc. ("SFCI"). Under the terms of the Agreement(s) the Company
received 100% of the issued and outstanding shares of Rx for 4,108,601 shares of
authorized but previously unissued common stock, par value $.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 received 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 $.001, of the
Company, and 931,720 warrants with an exercise price of $2.00 and 931,720
warrants with and exercise price of $3.00. The warrants are exercisable for a
period of two years from the date of the closing. Subsequent to the closing,
these shareholders represent a controlling interest in the Company.
7
<PAGE>
PART II - OTHER INFORMATION
None
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 CAPITAL CORP.
Date: May 22, 1997 By: /s/ Robert Cheney
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Robert Cheney, President
By: /s/ Beth A. Rich
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Beth A .Rich, Secretary/Treasurer
8
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<ARTICLE> 5
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<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 918
<SECURITIES> 125,000
<RECEIVABLES> 0
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0
0
<COMMON> 5,663
<OTHER-SE> (140,429)
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