SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 1997
OXFORD CAPITAL CORP.
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(Exact name of registrant as specified in its charter)
Nevada 2-98747-D 87-0421454
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
4245 North Central Expressway, Suite 300, Dallas, Texas 75205
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 520-0100
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
(a) Resignation of Independent Accounting Firm
(i) Thomas Leger & Co. L.L.P. (the "principal accountants"), the
independent accounting firm which audited the financial statements of the
registrant during fiscal year 1996, declined to stand for re-election in
such capacity on October 13, 1997.
(ii) None of the principal accountant's reports on the financial
statements of the registrant has contained an adverse opinion or a
disclaimer of opinion, or was qualified or modified as to uncertainty,
audit scope, or accounting principles.
(iii) Not applicable.
(iv) During the preceding two years and any subsequent interim period
preceding their dismissal, the registrant had no disagreements with the
principal accountants on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the principal
accountants, would have caused it to make reference to the subject matter
of the disagreements in connection with its report.
(v) None of the kinds of events listed in paragraph (a)(1)(v)(A)
through (D) of Regulation S-K Item 304 occurred during the two most recent
fiscal years and any subsequent interim periods.
(b) Engagement of New Independent Accountants
On October 13, 1997, the registrant's board of directors formally
engaged Cheshier & Fuller, L.L.P. as its new principal accountants (the
"new accounting firm") to audit the registrant's financial statements.
The new accounting firm served as the principal accounting firm for
certain subsidiaries acquired by the registrant during fiscal 1997 with
respect to the financial statements of such subsidiaries for fiscal 1996.
Other than its services in that regard, the registrant, during the two most
recent fiscal years and any subsequent interim period prior to the
engagement of the new accounting firm, did not consult with the new
accounting firm with regard to any of the matters listed in Regulation S-K
Items 304(a)(2)(i) or (ii).
Item 7. Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter from Thomas Ledger & Co. re change in certifying
accountant
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OXFORD CAPITAL CORP.
Date: October 14, 1997 By: /s/ Robert Cheney
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Robert Cheney, President
3
October 13, 1997
United States Securities
and Exchange Commission
450 Fifth Street, N. W.
Washington, DC 20559
Re: Oxford Capital Corp. Commission File No. 2-98747-D
Gentlemen:
I acted as the Certifying Accountant for the aforementioned Registrant for
the fiscal year ended June 30, 1996, but have declined to stand for re-election
as the Certifying Accountant for the fiscal year ended June 30, 1997. Because of
my resignation, the Registrant has provided 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.
Yours truly,
/s/ John L. Lovelace
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John L. Lovelace
Thomas Leger & co., L.L.P.
