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, 1997

                                         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 No X

     As of February  12, 1998,  10,334,638  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, 1997
            and June 30, 1997..............................................    3

            Condensed Consolidated Statements of Operations - For the 
            three and six months ended December 31, 1997 
            and 1996.......................................................    5
 
            Condensed Consolidated Statements of Cash Flows - For the 
            six months ended December 31, 1997 and 1996 ...................    6

            Notes to Unaudited Consolidated Financial Statements...........    8

       Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results  of Operations...................................   11

PART II - OTHER INFORMATION

       Item 6.  Exhibits and Reports on Form 8-K...........................   16

SIGNATURES  ...............................................................   17

<PAGE>


                           PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

                        OXFORD CAPITAL CORP. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
 
<TABLE>

                                      December 31, 1997          June 30, 1997
                                     -------------------         ---------------
<S>                                  <C>                        <C>

Assets:
Current Assets:
   Cash                                $       373,457          $        437,410
   Accrued Payroll Receivable                        0                   415,860
   Accounts Receivable, Net of
      Allowance for Doubtful
      Accounts of $121,866 and
      $66,629 at December 31, 1997 
      and June 30, 1997, respectively         2,231,032                  141,210
Inventories                                           0                   53,495
Notes Receivable                                 48,375                        0
Employee Advances & Loans Receivable            278,515                        0
Prepaid Expenses and Other Assets                18,455                   13,900
                                             -----------             -----------
              Total Current Assets            2,949,834                1,061,875
                                             -----------             -----------
Fixed Assets:
Furniture, Fixtures & Equipment                 774,044                  209,678
   Accumulated Depreciation                    (183,597)                 (30,385)
                                             -----------             -----------
              Total Fixed Assets                590,447                  179,293
                                             -----------             -----------
Other Assets:
   Goodwill, Net of Accumulated
   Amortization of $1,322,524 at 
      December 31, 1997                      11,159,432                        0
   Covenant Not to Compete, Net of
   Accumulated Amortization of $20,000 at
   December 31, 1997                            651,991                        0
Notes Receivable                                348,634                        0
Accounts Receivable - Related Party                   0                   46,284
Accounts Receivable - Cost                            0                   45,140
Deferred Acquisition Costs - Webster                  0                   81,991
Other Assets                                    478,458                      337
                                            ------------             -----------
              Total Other Assets             12,638,515                  173,752
                                            ------------             -----------
Total Assets                            $    16,178,796           $    1,414,920
                                            ============             ===========
</TABLE>
                                     See Notes to Financial Statements
                                                     2
<PAGE>


                       OXFORD CAPITAL CORP. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                                      (Cont'd)

<TABLE>

                                       December 31, 1997           June 30, 1997
                                      -------------------          -------------
<S>                                   <C>                        <C>

Liabilities & Shareholders Equity
Current Liabilities
    Bank Overdraft                     $        240,445          $      159,643
    Accrued Payroll Payable                     335,300                 287,056
    Accounts Payable                          2,542,721                  90,749
    Accrued Expenses                            156,028                  98,174
    Payroll Taxes Payable                     4,689,081               4,037,601
    Note Payable                              6,187,500                       0
    Current Portion of Long-Term Debt            67,685                  77,563
                                           --------------           ------------
       Total Current Liabilities             14,218,760               4,750,786
                                           --------------           ------------
Long-Term Debt                                5,804,783                 399,028
                                           --------------           ------------
    Total Liabilities                        20,023,543               5,149,814
                                           --------------           ------------
Shareholders Equity
    Preferred Stock                                 100                       0
    Common Stock                                 10,334                  33,064
    Additional Paid-In Capital                1,439,549               1,370,475
    Retained Earnings                        (5,294,730)             (5,138,433)
                                           ---------------          ------------
       Total Shareholders Equity            (3,844,747)              (3,734,894)
                                           ---------------          ------------
       Total Liabilities & Shareholders
       Equity                              $ 16,178,796          $    1,414,920
                                           ===============          ============
</TABLE>

                          See Notes to Financial Statements

                                        3
<PAGE>


                       OXFORD CAPITAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>

                                 Three Months Ended                      Six Months Ended
                                    December 31,                            December 31,
                               ----------------------                   ---------------------
<S>                            <C>               <C>                   <C>                 <C>

                                   1997              1996                 1997                  1996
                               ------------      -------------         -------------        ------------
Revenues:                      $30,315,516       $ 5,263,859           $ 41,076,927         $ 10,357,375
Cost of Goods Sold              28,605,987         4,904,862             38,597,041            9,533,003
                               ------------      -------------         -------------         ------------
     Gross Profit                1,709,529           358,997              2,479,886              824,372
                               ------------      -------------         -------------         ------------
Expenses:
      Selling, General &
Administrative                   1,071,629           489,412             1,912,206             1,286,087
     Development Expenses           31,443           309,751               221,726                72,959
                               ------------      -------------         -------------         ------------
     Total Expenses              1,103,072           799,163             2,133,932             1,359,046
                               ------------      -------------         -------------         ------------
Earnings (Loss) Before 
Interest, Taxes, Depreciation 
& Amortization                     606,457          (440,166)              345,954              (534,674)
                               ------------      -------------         -------------         ------------
Other Income (Expense)
     Interest                     (112,492)          (15,581)             (153,396)              (31,296)
     Minority Interest                                27,883                                      28,657
     Depreciation                  (48,113)           (7,996)              (68,184)              (10,846)
     Amortization                 (173,101)          (77,088)             (280,670)              (77,088)
                               ------------      -------------         -------------
     Total Other Income
(Expense)                         (333,706)          (72,782)             (502,250)              (90,573)
Income Taxes                           -0-               -0-                   -0-                   -0-
                               ------------      -------------         -------------          ------------
Net Income (Loss)            $     272,751       $  (512,948)        $    (156,296)         $   (625,247)
                               ============      =============         =============          ============
Weighted Average Shares
    Outstanding                 12,820,371        31,988,454            22,942,328            18,498,609
                               ============      =============         =============          ============
Income (Loss) per share      $        0.02       $     (0.02)        $       (0.01)         $      (0.03)
                               ============      =============         =============          ============
</TABLE>

                          See Notes to Financial Statements

                                        4
<PAGE>


                       OXFORD CAPITAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>

                                                       Six Months Ended December 31,
                                                   -------------------------------------
                                                        1997                  1996
                                                   ---------------       ---------------
<S>                                                <C>                   <C>

Cash Flow From Operting Activites:
Net Loss                                            $    (156,296)        $    (625,247)
Depreciation                                                68,184                10,846
Amortization                                               280,670                77,089
Inventory Write-Down                                        53,495
Adjustments to Reconcile Net Loss with Net                                             0
Cash Provided By Operating Activities
    Decrease (Increase) in Accounts Receivable           (948,498)
    Decrease (Increase) in Accrued Payroll Receivable      415,860               240,505
    (Increase) in Inventory                                      0             (140,610)
    Minority Interest                                            0              (28,657)
    (Increase) in Notes Receivable                         223,265
    (Increase) in Prepaid Expenses and Employee 
       Advances                                          (274,786)                     0
    Increase (Decrease) in Accounts Payable              (252,882)              (28,319)
    Increase (Decrease) in Accrued Payroll                      94               880,110
    (Decrease) in Accrued Expenses                          57,854                     0
    Increase (Decrease) in Payroll Taxes Payable             2,686                     0
    Other                                                   36,878                   181
                                                     -------------         -------------
Net Cash Provided By (Used In) Operating Activities      (493,476)             (385,898)
                                                     -------------         -------------
Cash Flows From Investing Activities:
    Purchases of Property, Plant & Equipment              (51,218)             (197,596)
    Cash Acquired Through Acquisitions                     361,304                31,316
    Decrease In Deferred Acquisition Costs                  81,991                     0
    Decrease In Accounts Receivable - Crest                 45,140                     0
    Decrease In Accounts Receivable - Related Party         46,284                     0
    Decrease In Other Assets                                29,406                26,621
                                                     -------------         -------------
Net Cash (Used In) Investing Activities                    512,907             (139,659)
                                                     -------------         -------------
Cash Flows From Financing Activities:
       Bank Overdraft                                       80,802                     0
    Increase (Decrease) in Promissory Notes              (164,186)              (12,115)
                                                     -------------         -------------
Net Cash Used In Investing Activities                     (83,384)              (12,115)
                                                     -------------         -------------
Increase In Cash                                          (63,953)               234,124
Beginning Cash                                             437,410                 2,963
                                                     -------------         -------------
Ending Cash                                          $     373,457         $     237,087
                                                     =============         =============
</TABLE>

                          See Notes to Financial Statements

                                        5
<PAGE>


                       OXFORD CAPITAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>

                                                            Six Months Ended December 31,
                                                        ------------------------------------
                                                            1997                    1996
                                                        ------------            ------------
<S>                                                     <C>                     <C>

Supplemental disclosures of cash flow information
Non cash investing and financing activities
    Purchase of goodwill by issuance of short-term 
     and long-term debt                                  $ 12,481,956
Debentures payable converted to shares of common
    stock                                                                       $ 169,789
Accounts payable converted to warrants to acquire                               $ 757,752
common stock
</TABLE>

                          See Notes to Financial Statements

                                        6
<PAGE>


                       OXFORD CAPITAL CORP. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 December 31, 1997


1.    INTERIM PRESENTATION

     The accompanying  interim  financial  statements are prepared in accordance
with generally accepted accounting  principles for interim financial information
and with instructions for Form 10-QSB and Rule 10-01 of Regulation S-X. The June
30,  1997  balance  sheet data was derived  from  audited  financial  statements
included in Form 10-KSB dated June 30, 1997.  The interim  financial  statements
and notes thereto do not include all information  required by generally accepted
accounting  principles for complete  financial  statements and should be read in
conjunction with the financial statements included in Form 10-KSB for the period
ended June 30, 1997. The interim financial statements reflect all adjustments of
a normal recurring nature which are, in the opinion of management, necessary for
a fair presentation of the financial position, results of operations and of cash
flows for the interim periods presented.

2.    DISCONTINUANCE OF OPERATIONS OF SFCI

     The results of marketing and sales  efforts of the  Company's  wholly-owned
subsidiary, Safety and Fatigue Consultants International, Inc. ("SFCI") have not
met expectations  and,  accordingly,  in an effort to reduce operating costs and
overhead,  management  discontinued its operations  effective as of December 31,
1997.

3.    ACQUISITIONS

     The following acquisitions were accounted for under the purchase method of
accounting.

      (a)   Insource America, Inc.

          On July 31, 1997, the Company acquired substantially all of the assets
          of Insource America,  Inc.  (Insource),  an employee leasing firm with
          operations in Portland, Oregon and Missoula,  Montana, it subsequently
          entered into a management contract to operate United Staffing of Utah,
          Inc.  ("USU"),  a Salt Lake City,  Utah  subsidiary  of Insource.  The
          assets were acquired by United Staffing Corp.  ("USC"), a newly formed
          wholly-owned  subsidiary  incorporated  under the laws of the State of
          Nevada.  USC issued a promissory note guaranteed by Oxford to Insource
          in the amount of  $6,187,500  due and  payable  on or before  June 30,
          1998,  with a 10% principal  payment due on or before January 5, 1998.
          This payment date was extended to April 15, 1998 because the audits of
          Insource  and its  subsidiary  have not been  completed,  a  condition
          precedent to the acquisition.  The note was  subsequently  extended to
          July 31, 1998. Insource owes approximately  $5,700,000 to the IRS. The
          IRS has levied the note given by USC to Insource.

                                         7
<PAGE>

      (b)   PRC Enterprises, Inc.

          On September 2, 1997,  but  effective  September 1, 1997,  the Company
          acquired 100% of the issued and outstanding shares of PRC Enterprises,
          Inc.   (PRC),   headquartered   in  Houston,   Texas.   PRC   provides
          employee-leasing   services  for  approximately  1,950  employees.  In
          exchange  for the  shares  of PRC,  the  Company  issued a note in the
          amount of $4,500,000.  The note, which is collateralized  with the PRC
          stock, bears interest of 8%, is due as follows:

          (i)  Principal and interest are due annually in an amount equal to the
          greater of 30% of the gross profits of PRC, as defined, or $450,000.

          (ii) Any unpaid  principal  and  interest  is due three years from the
          date of execution.

      The PRC note is convertible into shares of Oxford as follows:

          (i) The payee is entitled to convert any unpaid  principal at the then
          market  price of the Oxford  stock in minimum  amounts of  $250,000 no
          more frequently than once during any one six-month period.

     After paying all accrued  interest and  principal  except  $1,000,000,  the
     outstanding  $1,000,000  is  convertible  to  shares  of Oxford at the then
     market price at the option of the Company.
 
      (c)   Crest Outsourcing, Inc.

          On February 14, 1997, the Company agreed to acquire 100% of the issued
          and outstanding shares of Crest Outsourcing Inc. (Crest) in exchange
          for  5,333,333  newly issued shares of Oxford common stock and 500,000
          newly  issued  shares of  Series A  Redeemable  Convertible  Preferred
          Stock.  On March 1, 1997,  Oxford  guaranteed  a Crest note payable to
          Continental  Casualty Company in the amount of $885,000.  On September
          30,  1997,  the Company  amended  the  purchase  agreement.  Under the
          amended agreement, the Company issued 100,000 newly issued shares of a
          Series A Redeemable  Convertible Preferred Stock, a note in the amount
          of $250,000 and warrants to purchase  250,000 common shares of Oxford.
          Each preferred stock share is convertible into 1 share of common stock
          and warrants to acquire 1 newly  issued  common share of Oxford at the
          following prices:  25,000 at $1 per share;  25,000 at $1.50 per share;
          and 50,000 at 80% of the then market price of Oxford common stock. The
          $250,000  note payable  bears 6% interest and is payable over a period
          of 58 months.  The  warrants  to  acquire  250,000  common  shares are
          exercisable at $1 per share for a period of three years. On October 1,
          1997, the acquisition of Crest was consummated.
 
      (d)   Webster Leasing, Inc.

          On March 13,  1997,  the Company  agreed to acquire 100% of the issued
          and outstanding

                                         8
<PAGE>

          shares of Webster Leasing, Inc.  (Webster),  in exchange for 772,393
          shares of Oxford common stock.  The former owners of Webster  continue
          to operate Webster under a management  contract pending  completion of
          an audit of Websters books and records. The acquisition was concluded
          on December 1, 1997.

4.    PRO FORMA INFORMATION

     The following unaudited pro forma financial information gives effect to the
     combined  historical  results of operations of the Company,  USC, Insource,
     PRC,  Crest and Webster for the three  months  ended  December 31, 1997 and
     1996,  and  assumes  that the  acquisitions  had been  effective  as of the
     beginning of each such period.  The pro forma information is not indicative
     of the actual results,  which would have occurred had the acquisitions been
     consummated  at the beginning of such periods,  or of future  operations of
     the Company.  The pro forma financial  information is based on the purchase
     method of accounting and reflects  adjustments  to eliminate  non-recurring
     expenses,  to amortize the excess purchase price over the underlying  value
     of net assets and to reflect additional interest expense.
<TABLE>

                             For the Three Months Ended          For the Six Months ended
                                    December 31,                       December 31,
                           ------------------------------      -----------------------------
                               1997             1996               1997             1996
                           ------------     -------------      ------------     ------------
<S>                        <C>              <C>                <C>              <C>

Revenue                    $ 32,753,282     $ 40,816,674       $61,762,620      $76,318,002 
Net Income (Loss)               324,948        5,021,510          (106,132)      (5,568,215)
Income (Loss) per share    $       0.03     $      (0.15)      $     (0.00)     $     (0.30)
</TABLE>


     The decrease in revenue and net income (loss) as reflected in the preceding
     pro forma  financial  information  for the three and six month period ended
     December  31,  1997,  as compared to the three and six month  period  ended
     December 31, 1996, is principally  attributable to the Companys efforts to
     terminate client contracts that do not meet its profitability  criteria and
     unusual  expenses  in  the  1996  periods  such  as  workers   compensation
     insurance, over staffing and uncollectability of certain receivables.


                                         9
<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS

Certain Factors Pertaining to Forward Looking Statements

     The  statements  contained  herein  which  are  not  historical  facts  are
forward-looking   statements  that  involve  various  risks  and  uncertainties.
Therefore,  the actual  results of the future events  described in such forward-
looking statements in this Form 10-QSB could differ materially from those stated
in such  forward-looking  statements.  Among the  factors  which could cause the
actual results to differ  materially are the risks and  uncertainties  described
both in this Form  10-QSB and the  uncertainties  set forth from time to time in
the Company's other public reports, filings and public statements. Many of these
factors are beyond the control of the Company, any of which, or a combination of
which,  could  materially  affect the results of the  Company's  operations  and
whether the  forward-looking  statements made by the Company ultimately prove to
be accurate.

Overview

     The  Company  through  its  subsidiaries  provides  small and  medium-sized
businesses with an outsourcing solution to the complexities and costs related to
employment and human  resources.  The Company's  integrated  employment  related
services  consists  of  human  resource  administration,  employment  regulatory
compliance  management,  workers' compensation  coverage,  health care and other
employee benefits.  The Company establishes a co- employer relationship with its
clients and contractually  assumes substantial  employer  responsibilities  with
respect to a company's  work site  employees.  In addition,  the Company  offers
certain  specialty  managed  care  services on a stand alone basis to health and
workers'  compensation  insurance  companies,  HMOs,  managed care providers and
large, self insured employers.

Financial Presentation

     The  following  discussion  should  be read  in  conjunction  with,  and is
qualified in its  entirety  by, the  foregoing  and the  Company's  Consolidated
Financial Statements and Notes thereto.All  references to the Company are of its
operating subsidiaries.

     The Company's  revenues  include billings to clients for gross salaries and
wages,  related  employment  taxes,  and health care and  workers'  compensation
coverage  of work site  employees.  The  Company is  obligated  to pay the gross
salaries and wages, related employment taxes as well as health care and workers'
compensation  costs of its work  site  employees  whether  or not the  Company's
clients pay the Company on a timely basis, or at all. The Company  believes that
including such amounts as revenues  appropriately  reflects the  responsibility,
which the  Company  bears  for such  amounts  and is  consistent  with  industry
practice. In addition, the Company's revenues are subject to fluctuations as the
result of (i)  changes  in the  volume of work site  employees  serviced  by the
Company,  (ii)  changes in the wage base and  employment  tax rates of work site
employees,  and  (iii)  changes  in the mark up charge  by the  Company  for its
services.

     The  Company's  primary  direct  costs  are  (i)  salaries,  wages  and the
employer's  portion of social  security  taxes,  Medicare  premiums  and federal
unemployment taxes, (ii) health care and  workers'compensation  costs, and (iii)
state  unemployment  taxes and other direct costs. The Company can significantly
impact its gross profit margin by actively  managing the direct costs  described
in item (ii) and (iii).  The  Company's  health  care  costs  consist of medical
insurance  premiums,  payments of and reserves for claims subject to deductibles
and the costs of vision care, disability,  employee assistance and other similar
benefit plans.  The Company's  health care benefit plans consist of a mixture of
fully insured,  minimum premium arrangements,  partially  self-insured plans and
guaranteed  cost  programs.  Under minimum  premium  arrangements  and partially
self-insured plans, liabilities for health care claims are recorded based on the
Company's health care loss history.


                                   10
<PAGE>

     Workers'  compensation  costs include medical costs and indemnity  payments
for lost  wages,  administrative  costs and  insurance  premiums  related to the
Company's workers' compensation coverage. Workers' compensation costs for fiscal
1997  also  include  reserves  for  claims,  which  have been  incurred  but not
reported, and for anticipated loss.

     The Company's  primary  operating  expenses are  administrative  personnel,
other  general and  administrative  expenses and sales and  marketing  expenses.
Administrative  personnel  expenses  include  compensation,  fringe benefits and
other personnel  expenses related to internal  administrative  employees.  Other
general and administrative  expenses include rent, office supplies and expenses,
legal and accounting  fees,  insurance and other operation  expenses.  Sales and
marketing  expenses  include  compensation of sales executives and the marketing
staff, as well as marketing and advertising expenses.

Material Changes in Results of Operation

     During the quarter  ended  December 31,  1997,  the Company  completed  the
acquisitions of (i) the assets of Crest Outsourcing,  Inc., ("Crest");  and (ii)
Webster leasing, Inc.,  ("Webster").  Crest provides staff leasing services from
offices in  Albuquerque,  New  Mexico and Los  Angles,  California  and  Webster
provides staff leasing services from offices in Waco, Texas.


                                         11
<PAGE>

Results of Operation

     The  following  table  sets  forth,  for the  periods  indicated,  certain
selected income statement data expressed as a percentage of revenues:

<TABLE>

                                           Three Months     Three Months    Six Months      Six Months
                                              Ended            Ended           Ended           Ended
                                           December 31,     December 31,    December 31,   December 31,
                                              1997             1996           1997            1996
                                         --------------    ------------   ------------    ------------
<S>                                        <C>               <C>             <C>             <C>
                                           100.0%          100.0%         100.0%          100.0%
Revenues                                    94.36           93.18          93.96           92.04
Direct cost
Gross profit                                 5.64            6.82           6.04            7.96
Expenses:
  Selling, general and administrative        3.53            9.29           4.65           12.41
  Development                                0.10            5.88            .53             .70
     Total expenses                          3.63           15.17           5.18           13.11
Earnings before interest, depreciation
and amortization                             2.00           (8.36)           .84           (5.16)
Other income (expenses)                     (1.10)          (1.38)         (1.22)           (.86)
Income (loss) before taxes                    .89           (9.74)          (.38)          (6.03)
Provision for income taxes                     -               -              -               -
Net income (loss)                             .89%          (9.74)%         (.38)%         (6.03)%
</TABLE>

Three Months Ended December 31, 1997 Compared to Three Months Ended December 31,
1996

Revenue. Gross revenues totalled $30,315,516 for the three months ended December
31, 1997 compared to $5,263,859 for the three months ended December 31, 1996, an
increase of $25,051,657 or 476%. The increase was  attributable to the aggregate
contribution  of gross revenues from the inclusion of Insource,  Webster PRC and
Crest, and partially offset by a decrease in Rx Staffing gross revenues. Without
the  inclusion of the acquired  businesses,  revenues for the three months ended
December 31, 1997 would have  totalled  $4,912,167 a decrease of 351,692 or 6.7%
from the  corresponding  period of the prior  year.  Rx  Staffing  terminated  a
client,  (which accounted for approximately 25% of its business in 1996) because
of  excessive  workers   compensation  losses  and  a  high  incident  of  State
unemployment  claims.  The average  number of worksite  employees paid per month
during the three  months  ended  December  31, 1997 was 4,595  compared to 1,060
during the three months  ended  December 31,  1996,  while  monthly  revenue per
worksite  employee was $2,199 during the three months ended December 31, 1997 as
compared to $3,257 during the three months ended December 31, 1996.

Gross  Profit.  Gross  profit  totalled  $1,709,529  for the three  months ended
December 31, 1997  compared to $358,997 for the three months ended  December 31,
1996,  an increase  of  $1,350,532  or 476%.  The  increase in gross  profit was
primarily  attributable  to the  aforementioned  increase in gross revenue.  The
gross margin for the two periods was 5.64% and 6.82%, respectively. The decrease
in gross margin was primarily  attributable  to lower margin  business  acquired
from  Insource,  Webster,  Crest and PRC.  Without the inclusion of the acquired
businesses, the gross profit for the three months ended December 31, 1997 would

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<PAGE>

have totalled $510,587,  an increase of $151,590 or 42.2% from the corresponding
period of the prior year.  Monthly gross mark-up per worksite  employee  totaled
$124 during the three months ended  December 31, 1997 as compared to $123 during
the three months ended December 31, 1996.

Selling, General and Administrative Expense. Selling, general and administrative
expenses ("S G & A") were  $1,071,629  for the three  months ended  December 31,
1997  compared to $489,412  for the three months  ended  December  31, 1996,  an
increase of $582,217 or 219%. The increase in S, G & A was  attributable  to the
inclusion  of S, G & A for USC,  Webster , Crest and PRC, as well as an increase
in corporate expenses.  Without the inclusion of the acquired  businesses,  SG&A
for the three months  ended  December  31, 1997 would have  totalled  $389,059 a
decrease of 969,987 or 286% from the corresponding  period of the prior year. As
a percentage of sales,  S, G & A decreased  from 9.29% to 3.53%.  The Company is
attempting  to  reduce   expenses  by  centralizing   operating   functions  and
eliminating excess personnel and other general and administrative costs.

Net Income. Net Income was $272,749 for the three months ended December 31, 1997
compared to a loss of ($512,948)  for the three months ended  December 31, 1996.
The increase in the net income is primarily  attributable  to the termination of
the business of SFCI and the acquisitions of USC, Webster, Crest and PRC.

Six Months  Ended  December 31, 1997  Compared to Six Months Ended  December 31,
1996

Revenue.  Gross revenues were  $41,076,927 for the six months ended December 31,
1997  compared to  $10,357,375  for the six months ended  December 31, 1996,  an
increase of $30,719,552 or 397%. The increase was  attributable to the aggregate
contribution  of gross revenues from the inclusion of Insource,  Webster PRC and
Crest,  and partially  offset by a decrease in Rx Staffing  gross  revenues.  Rx
Staffing  terminated one client,  which accounted for  approximately  25% of its
business in 1996 because of  excessive  workers  compensation  losses and a high
incident of State  unemployment  claims.  Without the  inclusion of the acquired
businesses,  revenues  for the six months  ended  December  31,  1997 would have
totalled  $9,862,904,  a decrease  of  $494,471  or 4.8% from the  corresponding
period of the prior year.  The average  number of  worksite  employees  paid per
month during the six months ended  December 31, 1997 was 4,594 compared to 1,060
during the six months  ended  December  31,  1996,  while  monthly  revenue  per
worksite  employee was $1,629  during the six months ended  December 31, 1997 as
compared to $1,100 during the six months ended December 31, 1996.

Gross Profit.  Gross profit was $2,479,886 for the six months ended December 31,
1997  compared  to $824,372  for the six months  ended  December  31,  1996,  an
increase of  $1,655,5614  or 301%.  The increase in gross  profit was  primarily
attributable to the aforementioned  increase in gross revenue.  Gross margin for
the two periods was 6.04% and 7.96%, respectively.  The decrease in gross margin
was primarily  attributable  to lower margin  business  acquired from  Insource,
Webster, Crest and PRC. Without the inclusion of the acquired businesses,  gross
profit for the six months ended December 31, 1997 would have totalled  $927,542,
and  increase of $103,170  or 12.5% from the  corresponding  period of the prior
year.  Monthly  gross mark-up per worksite  employee  totaled $90 during the six
months  ended  December 31, 1997 as compared to $130 during the six months ended
December 31, 1996.


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<PAGE>

Selling, General and Administrative Expense. Selling, general and administrative
expenses ("S G & A") were  $1,912,206 for the six months ended December 31, 1997
compared to $1,286,087  for the six months ended  December 31, 1996, an increase
of $626,119 or 149%. The increase in S, G & A was  attributable to the inclusion
of S, G & A for  USC,  Webster  ,  Crest  and  PRC,  as well as an  increase  in
corporate expenses.  As a percentage of sales, S, G & A decreased from 12.41% to
4.65%. Without the inclusion of the acquired businesses, SG&A for the six months
ended December 31, 1997 would have totalled $781,592,  a decrease of $504,495 or
39.2% from the corresponding period of the prior year. The Company is attempting
to reduce expenses by centralizing  operating  functions and eliminating  excess
personnel and other general and administrative costs.

Net Income.  Net Income was $156,296 for the six months ended  December 31, 1997
compared to a loss of ($625,247) for the six months ended December 31, 1996. The
increase in the net income is primarily  attributable  to the termination of the
business of SFCI and the acquisitions of USC, Webster, Crest and PRC.

Liquidity and Capital Resources

     The  Company  had cash of  $373,457  and a deficit  in  working  capital of
$11,268,926 at December 31, 1997,  compared to cash of $437,410 and a deficit in
working  capital of $3,688,911  at June 30, 1997.  The increase in the Company's
working  capital  deficit is  principally  attributable  to a note of $6,187,500
issued in  connection  with the  acquisition  of Insource,  a note of $4,500,000
issued in connection  with the  acquisition of PRC, a note of $250,000 issued in
connection with the acquisition of Crest and $4,000,000 of payroll taxes payable
which liabilities the Company inherited from the acquired companies.

Cash flows used in operating  activities  were $493,476 for the six months ended
December 31, 1997 period as compared to $385,898 for the corresponding period of
the prior  year.  This  increase  resulted  from  larger  receivables,  pre-paid
expenses  and a decrease  in accrued  expenses  which were  partially  offset by
improved earnings.

Cash used in  investing  activities  totaled  $512,907  for the six months ended
December 31, 1997 as compared to $139,659 of cash from investing  activities for
the  corresponding  period  of the  prior  year.  The  decrease  in cash used in
investing activity resulted principally from fewer purchases of property,  plant
and equipment, cash acquired through acquisition.

Cash flows used for financing activities were $(83,384) for the six months ended
December 31, 1997  compared to cash used in financing  activities of $12,115 for
the  corresponding  period of the prior  year.  Cash  flows  used for  financing
activities during the six months ended December 31, 1997 consisted  primarily of
the decrease in promissory  notes which was  partially  offset by an increase in
the Company's bank overdraft position.

At December 31, 1997,  the  Company's  principal  obligations,  other than those
relating to its ongoing  working  capital  needs,  consisted  of a  non-interest
bearing  note payable of  $6,187,500  due July 31, 1998 in  connection  with the
Company's  acquisition  of Insource,  a second note of  $1,068,000,  incurred in
connection with the Company's acquisition of Rx Staffing. This note provides for
monthly  payments  of  $6,700  until  $1,068,000  has  been  paid.  The note was
originally recorded at a discounted value of $533,650, reflecting a 12% discount
rate.  The  discounted  balance of the note  payable at  December  31,  1997 was
$386,428;  A note in the principal  amount of $4,500,0000 in connection with the
Companys acquisition of PRC, and a note in the amount of $250,000 in connection
with the Companys acquisition of Crest.

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<PAGE>

At December  31,  1997,  the Company was  obligated  under a lease  covering its
principal offices and two leases for office equipment expiring December 31, 1999
and 2000.  The  Company's  lease  obligations  at December 31, 1997 provided for
current  minimum  annual  payments of $193,836,  escalating  to $222,180 for the
fiscal year ending June 30, 2001.

During the six month period ended December 31, 1997,  the Company  requested and
received  the return to the  treasury  of  22,730,000  common  shares  issued in
connection  with the  acquisition of SFCI. One shareholder and former officer of
SFCI has not to date  returned  his shares.  The Company  intends to  diligently
pursue the return of those shares.

While management is working to reduce expenses,  negotiate  favorable terms with
creditors and raise  additional  equity capital,  there can be no assurance that
the  Company  will be  successful  in its  efforts to  alleviate  its  liquidity
problems.  There are no  commitments  at present  from  creditors  or  potential
investors.  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.

                             PART II - OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K

      (a)   Exhibits

            NONE

      Reports on Form 8-K
                  NONE



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<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: March 18, 1998                By:/s/ Robert Cheney
                                       -----------------------------------------
                                       Robert Cheney, Chairman and Principal
                                       Executive Officer

Date: March 18, 1998                By:/s/ Jerry Stovall
                                       -----------------------------------------
                                       Jerry Stovall, Treasurer and Principal 
                                       Financial Officer



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