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 December 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.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 87-0421454
- -------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4245 North Central Expressway, Suite 300, Dallas, Texas 75205
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(214) 520-0100
---------------------------
(Issuer's telephone number)
--------------------------------------------------------------------------
(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 1, 1997, 33,064,284 shares of Common Stock of the issuer were
outstanding.
<PAGE>
OXFORD CAPITAL CORP.
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - December 31, 1996
and June 30, 1996.............................................. 3
Condensed Consolidated Statements of Operations - For the
three months and six months ended December 31, 1996
and 1995....................................................... 4
Condensed Consolidated Statements of Cash Flows - For the
six months ended December 31, 1996 and 1995 ................... 5
Notes to Unaudited Consolidated Financial Statements........... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................ 7
SIGNATURES............................................................... 8
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OXFORD CAPITAL CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
ASSETS
<TABLE>
<CAPTION>
December 31, 1996 June 30, 1996
----------------- -------------
<S> <C> <C>
Current Assets:
Cash $ 237,087 $ 2,963
Accounts Receivable 174,457 414,962
Inventories 140,610 -
Employee Advances & Loans Receivable 9,255 -
Prepaid Expenses 19,064 -
---------- ----------
Total Current Assets 580,473 417,925
---------- ----------
Fixed Assets:
Furniture, Fixtures & Equipment 220,860 23,264
Accumulated Depreciation (13,092) (2,246)
---------- ----------
Total Fixed Assets 207,768 21,018
---------- ----------
Other Assets:
Goodwill 564,248 512,650
Accumulated Amortization (34,177) (17,088)
Covenant Not to Compete 600,000 600,000
Accumulated Amortization (120,000) (60,000)
Minority Interest Receivable 28,657 -
Other Assets - 27,000
Organization Costs, net 379 -
---------- ----------
Total Other Assets 1,039,107 1,062,562
---------- ----------
Total Assets: $1,827,348 $1,501,505
========== ==========
Liabilities & Shareholders' Equity
Current Liabilities
Accounts Payable $1,905,065 $1,024,955
Current Portion of Long-Term Debt 18,356 18,175
---------- ----------
Total Current Liabilities 1,923,421 1,043,130
Long-Term Debt 646,405 508,520
---------- ----------
Total Liabilities 2,569,826 1,551,650
---------- ----------
Shareholders' Equity
Common Stock 32,914 1,000
Additional Paid-In Capital - 99,000
Retained Earnings (775,392) (150,145)
---------- ----------
Total Shareholders' Equity (742,478) (50,145)
---------- ----------
Total Liabilities & Shareholders' Equity $1,827,348 $1,501,505
========== ==========
</TABLE>
See Notes to Financial Statements
3
<PAGE>
OXFORD CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
------------------------ -----------------------
1996 1995 1996 1995
----------- --------- ----------- --------
<S> <C> <C> <C> <C>
Revenues: $ 5,263,859 $ 0 $10,357,375 $ 0
Cost of Goods Sold 4,904,862 0 9,533,003 0
----------- --------- ----------- ---------
Gross Profit 358,997 0 824,372 0
----------- -----------
Expenses:
Selling General & Administrative 884,247 0 1,446,980 0
Interest 15,581 0 31,296 0
----------- --------- ----------- ---------
Total Expenses 899,828 0 1,478,276 0
----------- --------- ----------- ---------
Loss Before Taxes & Minority Interest (540,831) 0 (653,904) 0
Minority Interest 27,883 0 28,657 0
----------- --------- ----------- ---------
Loss Before Taxes (512,948) 0 (625,247) 0
Income Taxes - 0 -
----------- --------- -----------
Net Loss $ (512,948) $ 0 $ (625,247) $ 0
=========== ========= =========== =========
Weighted Average Shares Outstanding 31,988,454 0 18,498,609 0
=========== ========= =========== =========
Loss per share $ .02 $ .00 $ .03 $ .00
=========== ========= =========== =========
</TABLE>
See Notes to Financial Statements
4
<PAGE>
OXFORD CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended
December 31, 1996 June 30, 1996
----------------- ----------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Loss $(625,247) 0
Depreciation 10,846 0
Amortization 77,089 0
Minority Interest (28,657)
Adjustments to Reconcile Net Loss with Net 0
Cash Provided By Operating Activities
Decrease in Accounts Receivable 240,505 0
(Increase) in Inventories (140,610) 0
(Increase) in Advance and Loans Receivable (9,255) 0
(Increase) in Prepaid Expenses (19,064) 0
Increase in Accounts Payable 880,110 0
Increase in Current Portion of Long-Term Debt 181 0
--------- -----
Net Cash Provided By Operating Activities 385,898 0
--------- -----
Cash Flows From Investing Activities:
(Increase) in Property, Plant & Equipment (197,596) 0
Decrease In Other Assets 26,621 0
Reverse Acquisition of Business 31,316 0
--------- -----
Net Cash Used In Investing Activities (139,659) 0
--------- -----
Cash Flows From Financing Activities:
Repayment of Promissory Notes (12,115) 0
--------- -----
Net Cash Used In Financing Activities (12,115) 0
--------- -----
Increase In Cash 234,124 0
Beginning Cash 2,963 0
--------- -----
Ending Cash $ 237,087 0
========= =====
Reverse Acquisition of Business
Working Capital, Deficit $(109,766)
Other Assets $ 125,000
Long-term debt $(150,000)
Fair Value of Stock Exchanged $ 51,590
Common Stock & Paid-in Capital
Reduction Due to Reverse Acquisition $ 110,570
Common Stock Issued for Acquisition $ (27,402)
Cash Paid During Period For:
Taxes $ 0
Interest $ 31,296
</TABLE>
See Notes to Financial Statements
5
<PAGE>
OXFORD CAPITAL CORP. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 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 included on Form 8-K dated
October 4, 1996 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 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.
2. The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course
of business. However, the Company continues to incur net operating losses
and a deficit in cash flows which could impact its ability to continue as a
going concern. It is the intent of the Company to seek additional
acquisitions and equity to enable it to continue as a going concern.
3. The acquisition of Rx Staffing, Inc. and Safety and Fatigue Consultants
International, Inc. by the Company has been accounted for as a reverse
acquisition where for financial statement presentation, these companies
have been considered the acquirer of the Company as of October 1, 1996.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Material Changes in Results of Operation
Rx Staffing, Inc. was organized in December, 1995 but did not begin
conducting business until January, 1996. Safety and Fatigue Consultants
International, Inc. was organized in March, 1996 at which time it began business
operation. The Institute of Sleep and Neuroscreen did not begin business until
August, 1996. Because the acquisition of these companies has been treated as a
reverse acquisition and because more of these companies had operations in the
corresponding periods of the prior year a discussion of material changes in
their result of operations is meaningless and is therefore excluded.
Changes in Financial Condition, Liquidity and Capital Resources
For the past twelve months, the Company has funded its operations and
capital requirements with the private placement of its common stock and
internally generated cash flow. As of December 31, 1996, the Company had cash of
$237,087 and a deficit in working capital of $1,342,948. At December 31, 1996,
the Company had long-term debt of $646,405. This debt is repayable at the rate
of $6,700 per month and is without interest.
The Company's ability to survive as an ongoing business is dependent on its
ability to borrow additional funds, sell shares of its stock or acquire a
profitable business through the issuance of shares. There is no commitment at
present for any of these options. 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.
7
<PAGE>
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: August 29, 1997 By: /s/ Robert Cheney
-------------------------------
Robert Cheney, Chairman and
Principal Executive Officer
Date: August 29, 1997 By: /s/ Jerry Stovall
-------------------------------
Jerry Stovall, Treasurer and
Principal Financial Officer
8
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 237,087
<SECURITIES> 0
<RECEIVABLES> 174,457
<ALLOWANCES> 0
<INVENTORY> 140,610
<CURRENT-ASSETS> 580,473
<PP&E> 220,860
<DEPRECIATION> 13,092
<TOTAL-ASSETS> 1,827,348
<CURRENT-LIABILITIES> 1,923,421
<BONDS> 0
0
0
<COMMON> 32,914
<OTHER-SE> (775,392)
<TOTAL-LIABILITY-AND-EQUITY> 1,827,348
<SALES> 10,357,375
<TOTAL-REVENUES> 10,357,375
<CGS> 9,533,003
<TOTAL-COSTS> 9,533,003
<OTHER-EXPENSES> 1,446,980
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,296
<INCOME-PRETAX> (653,904)
<INCOME-TAX> 0
<INCOME-CONTINUING> (625,247)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (625,247)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
