OXFORD CAPITAL CORP /NV
NT 10-Q, 1999-02-16
BLANK CHECKS
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                     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, 1998    
                         -------------------  

[  ]  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.

<PAGE>


- --------------------------------------------------------------------------------
                                    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  presently  in  default  under  notes  relating  to its
acquisition of two of its principal  subsidiaries.  Management of the registrant
is  presently  engaged,  and  has  been  engaged,  in  ongoing  discussions  and
negotiations  with respect to curing those  defaults and the  potential  sale of
those subsidiaries. As a result of the substantial time and effort being devoted
by registrant's management to the default and potential sale of operations,  and
the limited support staff to assist  management during their involvement in such
activities,  it is not possible for the  registrant  to file its Form 10-QSB for
the quarter ended December 31, 1998 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). 
                                                            [X] Yes [ ] No

     ---------------------------------------------          
 
                                                                   

(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? 
                                                            [ ] Yes [X] 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.

- --------------------------------------------------------------------------------
                              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 15, 1999                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.



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