U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 2-98747-D
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1997
------------------
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
----------------------
Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
- --------------------------------------------------------------------------------
PART I
REGISTRANT INFORMATION
- --------------------------------------------------------------------------------
Full Name of Registrant Oxford Capital Corp.
Former Name if Applicable
Address of Principal Executive Offices
(Street and Number) 4245 North Central Expressway, Suite 300
----------------------------------------
City, State and Zip Code Dallas, Texas 75205
---------------------------------------
- --------------------------------------------------------------------------------
PART II
RULE 12b-25(b) AND (c)
- --------------------------------------------------------------------------------
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the
following should be completed. (Check appropriate box)
/X/ (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/X/ (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q,
10-QSB, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
- --------------------------------------------------------------------------------
PART III
NARRATIVE
- --------------------------------------------------------------------------------
State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K.
20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof could not
be filed within the prescribed time period. (Attach extra sheets if needed.)
The registrant is involved in the employee leasing business and its
accounting staff has extensive year end tax reporting obligations. As a result
of the time and effort required in connection with such tax reporting
obligations it is not possible for the registrant to file its Form 10-QSB for
the quarter ended December 31, 1997 by the prescribed due date.
- --------------------------------------------------------------------------------
PART IV
OTHER INFORMATION
- --------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification
Hank Vanderkam 713 547-8900
------------------ ----------- ------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). [ ] Yes [X] No Form 8-K dated July 31, 1997; Form 8-K dated
October 15, 1997
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? [X]
Yes [ ] No If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
See rider attached.
OXFORD CAPITAL CORP.
---------------------------------
(Name of Registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 16, 1998 By: /s/ Robert Cheney
------------------ ----------------------------
Robert Cheney, President
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative.
The name and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the Form
will be made a matter of the public record in the Commission files. 3. A
manually signed copy of the form and amendments thereto shall be filed with each
national securities exchange on which any class of securities of the registrant
is registered. 4. Amendments to the notification must also be filed on Form
12b-25 but need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
RIDER TO FORM 12B-25
FORM 10-QSB - DECEMBER 31, 1997
OXFORD CAPITAL CORP.
PART IV (3)
As a result of the integration of operations acquired during the past year, the
Company anticipates a material change in results of operations to be reported
for the three and six months ended December 31, 1997 as compared to the same
periods in the prior fiscal year. Management anticipates that the Company will
report net income for the quarter of approximately $250,000 and a net loss for
the six months of approximately $150,000 as compared to a net loss of $513,000
during the same quarter of the prior year and a net loss of $625,000 during the
corresponding six month period of the prior year.
