SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[ ] 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
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from January 1, 1996 to June 30, 1996.
Commission File No. 2-98747-D
OXFORD CAPITAL CORP.
----------------------------------------------
(Name of small business issuer in its charter)
Nevada 87-0421454
- ---------------------------------- --------------------------------
(State or other jurisdiction (I.R.S. Identification Number)
of incorporation or organization)
4245 North Central Expressway, Suite 300,
Dallas, Texas 75205
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Include Area Code: (214)-520-0100
Securities Registered Pursuant to Section 13 of the Act:
Title of Each Class Name of Each Exchange on Which
------------------- ------------------------------
None Registered
----------
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 February 27, 1997, 33,064,248 shares of Common Stock of the
Registrant were outstanding. Based on the closing price of the Common Stock on
February 27, 1997, the aggregate market value of voting stock held by
non-affiliates of the registrant was approximately $2,371,480.
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. INDEX TO 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
I-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
1-3
<PAGE>
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$250,00 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
proprietary 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, 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 June 30, 1996.
1-4
<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.
1995 1996
High Low High Low
---- --- ---- ----
First Quarter 1/8 1/8 1/8 1/8
Second Quarter 1/8 1/8 1/8 1/8
Third Quarter 1/8 1/8 1/8 1/8
Fourth Quarter 1.00 1/8 1/8 1/8
As of February 27, 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$250,00 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.
II-1
<PAGE>
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
proprietary 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 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.
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 the year-ended June 30, 1995 or
December 31, 1995. Operating expenses for the year ended June 30, 1995 were
145,749 and were$410,136 the year ended December 31, 1995. The net loss per
share was $0.02 per share for the year ended June 30, 1996 and $.012 per share
for the year ended December 31, 1995.
The Company had no liquidity as of June 30, 1996 or December 31, 1995. 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
Independent Auditors' Report F-2
Balance Sheet as of June 30, 1996 F-3
Statement of Operations for the six months
ended June 30, 1996, for the year
ended December 31, 1995, and from inception
(May 2, 1885) through June 30, 1996 F-4
Statement of Changes in Stockholders' Equity
from inception (May 2, 1985) through June 30, 1996 F-5
Consolidated Statements of Cash Flows for the
six months ended June 30, 1996, for the year ended
December 31, 1995, and from inception
(May 2, 1985) through the June 30, 1996 F-6
Notes to Financial Statements F-7
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 June 30, 1996, and the related statements of operations,
stockholders' equity, and cash flows for the six months ended June 30, 1996, for
the year ended December 31, 1995, and for the period from May 2, 1985 (from
inception and date of incorporation) through June 30, 1996. 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 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 June 30, 1996, and the results of its operations
and its cash flows for the six months ended June 30, 1996, for the year ended
December 31, 1995, and for the period from May 2, 1985 (from inception and date
of incorporation) through June 30, 1996 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 16,1996 THOMAS LEGER & CO. L.L.P.
Houston, Texas
F-2
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 1996
ASSETS
CURRENT ASSETS, Cash $ 1,398
-----------
Total assets $ 1,398
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 823,160
Loans payable (Note E) 189,879
-----------
Total current liabilities 1,013,039
-----------
STOCKHOLDERS' EQUITY
Preferred stock, par value $.001, 1,000,000
shares authorized, none issued (Note G) -
Common Stock, par value $.001, 50,000,000 5,155
shares authorized, 5,155,392 shares issued and
outstanding
Additional paid-in-capital 349,753
Deficit accumulated during development stage (1,366,549)
Total Stockholders' Equity (1,011,641)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,398
===========
See Notes to the Financial Statements
F-3
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER'S EQUITY
FROM INCEPTION (MAY 2, 1985 THROUGH JUNE 30, 1996
<TABLE>
<CAPTION>
For the
Six Months From Inception on
Ended Year Ended May 2, 1985
June 30, December 31, Through
1996 1995 June 30, 1996
<S> <C> <C> <C>
REVENUES
Interest earned $ - $ - $ 50,665
Other income 34,970 - 39,970
------- ---------- -----------
Total Revenue 34,970 - 90,635
------- ---------- -----------
EXPENSES
General & administrative 136,749 392,132 1,279,528
Write-off of investment - - 136,000
Interest expense 9,000 18,000 41,656
------- ---------- -----------
Total expenses 145,749 410,132 1,457,184
------- ---------- -----------
NET (LOSS) BEFORE FEDERAL
INCOME TAX (110,779) (410,132) (1,366,549)
Income Taxes - - -
-------- ---------- -----------
Net (Loss) $(110,779) $ (410,132) $(1,366,549)
========= ========== ===========
(LOSS) PER SHARE $ (.02) $ (0.08)
========== ==========
AVERAGE SHARES 5,633,414 5,412,324
========== ==========
OUTSTANDING
</TABLE>
See Notes to the Financial Statements
F-4
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER'S EQUITY
FROM INCEPTION (MAY 2, 1985 THROUGH JUNE 30, 1996
<TABLE>
<CAPTION>
Preferred
---------
Common Stock Stock
--------------------------------------- -----
Deficit
Cost of Accum.
Additional Treasury During Dev.
Amount Paid-in 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)
Return of shares (Note H) (1,500) 1,500 (1,500,000) - - - -
Net Loss - - - - - - (110,779)
-------- -------- ----------- -------- ------ ------ -----------
Balance, June 30, 1996 $ 5,155 $349,753 5,155,392 $ - $ - - $(1,366,549)
======== ======== =========== ======== ====== ====== ===========
</TABLE>
See Notes to the Financial Statements
F-5
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 1996
<TABLE>
<CAPTION>
For the
------------
Six Months From Inception on
Ended Year Ended May 2, 1985
June 30, December 31, Through
1996 1995 June 30, 1996
---------- ---------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (110,779) $ (410,132) $(1,366,549)
Adjustment to reconcile net loss to net
cash provided by operating activities
(Increase) decrease in accounts
receivable 35,030 (35,030) -
Increase in accounts payable 66,986 415,264 823,160
Increase in notes payable 9,000 30,879 39,879
Write-off of investment - - 136,000
--------- --------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 237 981 (367,510)
--------- --------- -----------
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
Payment of deferred stock offering costs - - (95,250)
Payment of expenses by shareholder - - 1,137
--------- --------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES - - 932,908
--------- --------- -----------
NET INCREASE IN CASH 237 981 1,398
Cash balance at beginning of period 1,161 180 -
--------- --------- -----------
Cash balance at end of period $ 1,398 $ 1,161 $ 1,398
========= ========= ===========
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) $ - $ 1,500
Issuance of share in connection with $ - $ - $ 36
notes payable payment extension
</TABLE>
F-6
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 1996
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.
Change in Reporting Period
The fiscal reporting period has been changed, effective June 30, 1996, from a
calendar year to a fiscal year ended June 30. The reported results of operations
for the six months ended June 30, 1996 are not necessarily indicative of the
results for a full year period.
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 basis
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.
F-7
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 1996
NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, continued
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 June 30, 1996 the Company did not have any deposits in excess of
$100,000 in a bank.
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 for the six
months ended June 30, 1996 or for the period ended December 31, 1995.
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 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 for the
six months ended June 30, 1996 or for the period ended December 31, 1995.
F-8
<PAGE>
OXFORD CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 1996
NOTE D - FEDERAL INCOME TAXES, continued
Reconciliation of the statutory federal income tax with the income tax provision
follows:
<TABLE>
<CAPTION>
For the
-----------------------------
Six months Year ended
ended June 30, December 31,
1996 1995
--------- ----------
<S> <C> <C>
Income taxes computed at statutory
rates $(37,663) $(139,444)
Increase (decrease) in valuation
allowance 36,643 137,083
Permanent differences:
Nondeductible meals and
entertainment 1,020 2,361
-------- ---------
Income taxes $ - $ -
======== =========
</TABLE>
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:
June 30,
1996
------------
Deferred tax assets:
Net operating loss carryforward $ 415,044
Valuation allowance (415,044)
------------
Total deferred tax asset $ -
============
The Company did not have any temporary difference resulting in a deferred income
tax benefit for the six months ended June 30, 1996 and for the year ended
December 31, 1995. As of June 30, 1996, the Company has tax loss carryforwards
of approximately $1,220,600 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 THE FINANCIAL STATEMENTS
JUNE 30, 1996
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 $685,630 owed to the above company (see Note H
for conversion of debt to common stock). General and administrative expense
includes $102,000 and $204,000 for the six months ended June 30, 1996 and for
the period ended December 31, 1995, respectively, for management and
administrative services and $116,262 and $310,701 for the six months ended June
30,1996 and for the period ended December 31, 1995, 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 - OTHER EVENTS
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.
In connection with the Agreement discussed in the above paragraph, $757.751 of
accounts payable at June 30, 1996, of which $685,630 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.
F-10
<PAGE>
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 $1,800 for the six months
ended June 30, 1996 and $3,600 for the period ended December 31, 1995,
respectively.
F-11
<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 AND June 30, 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 Geneva, 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 know 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 Percent of Class
Beneficial Owner Beneficial ownership ----------------
- ------------------- --------------------
Atlas Overseas Investments
Limited
P.O. Box N-10144
Bitco Building East
Nassau Bahamas 750,000 11.2%
III - 1
<PAGE>
Atlas Overseas Limited
22 Markham Street
London, England SW3 750,000 11.2%
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
$240,000 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
(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, hereunto duly
authorized.
OXFORD INVESTMENT, INC.
By: /s/ Robert Cheney
---------------------------------
Robert Cheney, Chairman & CEO
Dated: March 25, 1997
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 Chairman and CEO March 25, 1997
- ---------------------- Principal Executive Offficer
Robert Cheney
/s/ Jerry Stovall Secretary/Treasurer March 25, 1997
- ---------------------- Principal Accounting
Jerry Stovall And Financial Officer
IV-2
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 afore referenced 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
