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 March 31, 1998
 
                                       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 May 14,  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 - March 31, 1998      
              and June 30, 1997.........................................    3

            Condensed Consolidated Statements of Operations - 
            For the three and nine months ended March 31, 1998 and 1997.    5

            Condensed Consolidated Statements of Cash Flows - 
            For the nine months ended March 31, 1998 and 1997 ..........    6

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

   Item 2.  Management's Discussion and Analysis of Financial Condition
               and Results  of Operations...............................   12

PART II - OTHER INFORMATION

   Item 1.  Legal Proceedings...........................................   18
   Item 6.  Exhibits and Reports on Form 8-K............................   18

SIGNATURES .............................................................   18




                                       2
<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      OXFORD CAPITAL CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                              March 31, 1998      June 30, 1997
                                             ----------------     --------------
 Assets:                                     
 Current Assets:
   Cash                                     $        221,868       $    437,410
   Accrued Payroll Receivable                              0            415,860
   Accounts Receivable, Net                          684,097            141,210
   Inventories                                             0             53,495
   Notes Receivable                                   56,203                  0
   Employee Advances & Loans Receivable              297,554                  0
   Prepaid Expenses and Other Assets                 348,434             13,900
                                          ------------------       -------------
Total Current Assets                               1,608,156          1,061,875
                                          ------------------       -------------

Furniture, Fixtures & Equipment, Net                 367,163            179,293
                                          ------------------       -------------
                                          
Other Assets:
  Goodwill, Net                                    5,450,806                  0
  Covenant Not to Compete, Net                        81,991                  0
  Accounts Receivable - Related Party                      0             46,284
  Accounts Receivable - Crest                              0             45,140
  Deferred Acquisition Costs - Webster                     0             81,991
  Other Assets                                       249,083                337
                                          ------------------       -------------
Total Other Assets                                 5,781,880            173,752
                                          ------------------       -------------
Total Assets                                   $   7,757,199       $  1,414,920
                                          ==================       =============



      

                        See Notes to Financial Statements



                                       4
<PAGE>


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


                                            March 31, 1998       June 30, 1997
                                           ----------------    -----------------
 Liabilities & Shareholders' Equity
 Current Liabilities
   Bank Overdraft                        $        203,955       $       159,643
   Accrued Payroll Payable                         40,446               287,056
   Accounts Payable                               330,949                90,749
   Accrued Expenses                               243,388                98,174
   Payroll Taxes Payable                        4,853,713             4,037,601
   Current Portion of Long-Term Debt               67,685                77,563
                                        -----------------       ----------------
Total Current Liabilities                       5,740,136             4,750,786
                                        -----------------       ----------------
Long-Term Debt                                  6,343,235               399,028
                                        -----------------       ----------------
Total Liabilities                              12,083,371             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                           (5,776,155)            (5,138,433)
                                        -----------------       ----------------
Total Shareholders' Equity                    (4,326,172)            (3,734,894)
                                        -----------------       ----------------
 
Total Liabilities & Shareholders'Equity    $   7,757,199        $     1,414,920
                                        =================       ================





                        See Notes to Financial Statements



                                       5
<PAGE>



                      OXFORD CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>


                                              Three Months                                    Nine Months
                                            Ended March 31,                                 Ended March 31,
                                ----------------------------------------       ------------------------------------------

                                      1998                      1997                      1998                     1997
                                -------------------      -------------------      --------------------      -------------------
<S>                              <C>                      <C>                      <C>                      <C>    

 Revenues                       $        22,430,719        $       4,291,117        $       55,781,752        $      14,648,492
 Direct Cost                             21,324,430                4,151,912                53,368,304               13,684,915
                                -------------------      -------------------      --------------------      -------------------
      Gross Profit                        1,106,289                  139,205                 2,413,448                  963,577
                                -------------------      -------------------      --------------------      -------------------

 Expenses:
       Selling, General &                                                                                    
        Administrative                   1,438,988                  500,329                 2,282,319                1,442,660
       Development Expenses                      0                  303,954                   221,727                  720,668
       Depreciation &
        Amortization                       150,566                   49,475                   322,342                  137,410
                                -------------------      -------------------      --------------------      -------------------
      Total Expenses                     1,589,554                  853,758                 2,826,388                2,300,738
                                -------------------      -------------------      --------------------      -------------------

Operating Loss                            (483,265)                (714,553)                 (412,940)              (1,337,161)
                                -------------------      -------------------      --------------------      -------------------

Other Income (Expense)
      Interest                             (95,779)                 (33,607)                 (224,783)                 (64,903)
                                                          
Minority Interest                                0                   26,873                         0                   55,530

Income Taxes                                     0                        0                         0                        0
                                -------------------      -------------------      --------------------      -------------------

Net Loss                                 $(579,044)              $ (721,287)                $(637,723)             $(1,346,534)
                                ===================      ===================      ====================      ===================

Weighted Average Shares
Outstanding                             12,820,371               33,064,248                22,942,328               32,705,131
                                ===================      ===================      ====================      ===================

Basic Loss per share               $         (0.05)         $         (0.02)         $          (0.03)         $         (0.04)
                                ===================      ===================      ====================      ===================
</TABLE>
 


                        See Notes to Financial Statements



                                       6
<PAGE>

                      OXFORD CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
                                                                         Nine Months Ended March 31,
                                                            ---------------------------------------------
                                                                   1998                      1997
                                                            -------------------      --------------------
<S>                                                         <C>                      <C>    

Cash Flow From Operating Activities:                        
Net Loss                                                         $    (637,723)         $    (1,346,534)
   Depreciation and Amortization                                        322,342                  137,410
   Inventory Write-Down                                                  53,495                        0
Adjustments to Reconcile Net Loss with Net
  Cash Provided By (Used in) Operating Activities
    Decrease (Increase) in Accounts Receivable                           26,306                  260,132
    Decrease (Increase) in Accrued Payroll Receivable                   415,860                (178,393)
    (Increase) in Inventory                                                   0                 (55,530)
    Minority Interest                                                         0                        0
    Decrease  (Increase) in Notes Receivable                            (3,823)                        0
    (Increase) in Prepaid Expenses and Employee
       Advances                                                       (627,694)                 (23,278)
    Increase (Decrease) in Accounts Payable                           (383,432)                1,630,519
    Increase (Decrease) in Accrued Payroll                            (278,217)                        0
    Increase (Decrease) in Accrued Expenses                             145,214                        0
    Increase (Decrease) in Payroll Taxes Payable                        151,721                        0
    Other                                                                     0                      180
                                                            -------------------      -------------------
Net Cash Provided By (Used In) Operating Activities                   (808,241)                  424,506
                                                            -------------------      -------------------
                                                            
Cash Flows From Investing Activities:
    Purchases of Property, Plant & Equipment                           (89,717)                (228,706)
    Cash Acquired Through Acquisitions                                  482,245                   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 (Increase) In Other Assets                                 (7,678)                   26,607
                                                            -------------------      -------------------
Net Cash Provided By (Used In) Investing Activities                     558,265                (170,783)
                                                            -------------------      -------------------
                                                            
Cash Flows From Financing Activities:
    Bank Overdraft                                                       44,312                        0
    Increase (Decrease) in Promissory Notes                             (9,878)                 (48,416)
                                                            -------------------      -------------------
Net Cash Used In Investing Activities                                    34,434                 (48,416)
                                                            -------------------      -------------------
Increase In Cash                                                      (215,542)                  205,307
Beginning Cash                                                          437,410                    2,963
                                                            -------------------      -------------------
Ending Cash                                                       $     221,868         $        208,270
                                                            ===================      ===================
 

</TABLE>


                        See Notes to Financial Statements



                                       7
<PAGE>


                      OXFORD CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (Cont'd)


<TABLE>
                                                                 Nine Months Ended March 31,
                                                         -------------------------------------
                                                              1998                  1997
                                                         --------------      -----------------
<S>                                                      <C>                 <C>

Supplemental disclosures of cash flow information        

  Interest paid                                            $         0        $       64,903
                                                         ==============       ================

  Income tax paid                                          $         0        $            0
                                                         ==============       ================
                                                         
Non cash investing and financing activities
                                                         
  Purchase of goodwill by issuance
  of short-term and long-term debt                         $ 6,032,979
                                                         ==============
                                                         
  Debentures payable converted to shares of common
  stock                                                                        $      169,789
                                                                               ===============
                                                                        
  Accounts payable converted to warrants to acquire common stock               $      757,752
                                                                               ===============


</TABLE>

                        See Notes to Financial Statements






                                       8
<PAGE>


                      OXFORD CAPITAL CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1998

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

     Effective  December 31, 1997,  the Company  discontinued  operations of its
     wholly-owned subsidiary, Safety and Fatigue Consultants International, Inc.
     ("SFCI")  and  SFCI's  60% owned  subsidiary,  The  Institute  of Sleep and
     Neuroscience,  Inc. As a result of the discontinuation of those operations,
     the Company reported no minority  interest and no development  expenses for
     the quarter ended March 31, 1998.

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

     (a)  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% and 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:



                                       9
<PAGE>

 
          (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.

          (ii)  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.

     (b)  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.
 
     (c)  Webster Leasing, Inc.
 
          On March 13,  1997,  the Company  agreed to acquire 100% of the issued
          and  outstanding  shares of  Webster  Leasing,  Inc.  ("Webster"),  in
          exchange for 772,393 shares of Oxford common stock.  The former owners
          of Webster  continued to operate  Webster under a management  contract
          pending  completion  of an audit of Webster's  books and records.  The
          acquisition of Webster was concluded on December 1, 1997.

4.   MANAGEMENT AGREEMENT - UNITED STAFFING CORPORATION

     Effective August 1, 1997, the Company entered into a management contract to
     operate  United  Staffing  Corporation  ("USC"),  an employee  leasing firm
     located in Beaverton, Oregon.

     Previously,  on July 31, 1997, the Company had entered into an agreement to
     acquire   substantially  all  of  the  assets  of  Insource  America,  Inc.
     ("Insource"),  an employee leasing firm with operations in Portland, Oregon
     and Missoula, Montana. USC is successor to the operations of Insource.




                                       10
<PAGE>




     A condition  precedent  to closing of the  acquisition  of Insource was the
     successful completion of audits of the financial statements of Insource and
     its  subsidiary  as of and for the  years  ended  June 30,  1995 and  1996.
     Subsequently,  it was  determined  that audits  could not be  performed  in
     accordance with generally accepted auditing standards due the inadequacy of
     accounting  records.  Accordingly,  the  agreement to acquire  Insource was
     terminated  due to failure of Insource to satisfy  conditions  precedent to
     closing.   A  promissory  note  issued  in  connection  with  the  proposed
     acquisition  of  Insource  and  guaranteed  by  Oxford  in  the  amount  of
     $6,187,500  has been  canceled.  The Company  entered  into the  management
     agreement,  retroactive to July 31, 1998, with USC for the duration of time
     that must pass to enable it to meet the filing requirements of Rule 3-05 of
     Regulation S-K of the Securities  Exchange Act regarding  audited financial
     statements for businesses acquired.

5.   PRO FORMA INFORMATION

     The following unaudited pro forma financial information gives effect to the
     combined  historical  results of operations of the Company,  PRC, Crest and
     Webster  for the three and nine months  ended March 31, 1998 and 1997,  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 Nine Months Ended
                                         March 31,                                        March 31,
                        --------------------------------------------     ----------------------------------------
                               1998                      1997                   1998                    1997
                        ------------------        ------------------     ------------------      ----------------
<S>                      <C>                       <C>                     <C>                     <C>   

 Revenue                $22,430,719               $23,508,008              $74,781,461             $76,641,835
 Net Loss                  (579,045)               (1,030,338)                (495,023)             (5,405,684)
 Loss per share         $     (0.05)              $     (0.03)             $     (0.02)            $     (0.17)

</TABLE>


     The  decrease in revenue and net loss as  reflected  in the  preceding  pro
     forma financial  information for the three and nine periods ended March 31,
     1998,  as compared to the three and nine periods  ended March 31, 1997,  is
     principally  attributable to (a) the Company's  efforts to terminate client
     contracts  that do not  meet  its  profitability  criteria,  offset  by the
     addition of new, more profitable  clients,  and (b) unusual expenses in the
     1997  periods such as workers  compensation  insurance,  over  staffing and
     uncollectability of certain receivables.

6.   NET INCOME (LOSS) PER SHARE

     Statement of Financial  Accounting  Standards (SFAS) No. 128, "Earnings Per
     Share",  was  adopted in the  fourth  quarter  of 1997 and  supersedes  the
     Company's  previous  standards  for  computing net income (loss) per common
     share under Accounting  Principles Board No. 15. The new standard  requires
     dual  presentation of net income per common share and net income per common
     share assuming  dilution,  on the face of the income statement.  Net income
     per share data has been restated for fiscal 1997 in accordance with the new
     standard.  Dilutive  net loss per share is not  presented  since all of the
     dilutive shares are antidilutive for the periods presented.



                                       11
<PAGE>



7.   CONTINGENCIES

     The Internal Revenue Service has pursued various collection efforts against
     the Company and its  subsidiary,  RX  Staffing,  relating to payroll  taxes
     alleged to be owed in the amount of $3,721,504 plus statutory additions for
     the quarterly  periods ended  September 30, 1996 through June 30, 1997. The
     Company  has filed suit in United  States  Federal  District  Court for the
     Northern  District of Texas seeking to enjoin,  and was granted a temporary
     restraining  order  enjoining,  the collection of such payroll  taxes.  The
     temporary  restraining  order has since been  dissolved  and the Company is
     continuing  to pursue  permanent  injunctive  relief.  In  addition  to its
     injunctive action,  the Company is engaged in ongoing  discussions with the
     United States Department of Justice regarding the possible establishment of
     an installment schedule to pay any deficiency in payroll taxes which may be
     determined to be owing.









                                       12
<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 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.

     The Company's revenues include amounts billed 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.



                                       13
<PAGE>


                                                          
     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.

     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
1998  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 Operations

     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  Angeles,  California,  and Webster
provides  staff leasing  services from offices in Waco,  Texas.  Also during the
quarter,   management   discontinued   the  operations  of  Safety  and  Fatigue
Consultants  International,  Inc. ("SFCI") and SFCI's 60% owned subsidiary,  The
Institute of Sleep and  Neuroscience,  Inc.,  effective as of December 31, 1997.
Expenses  incurred  by SFCI are  included in the  statement  of  operations  for
periods  ending on or before  December  31, 1997 as  development  expenses  with
operating  results  of SFCI's  60% owned  subsidiary  being  reflected  for such
periods in minority interest.

     During the quarter  ended  September  30, 1997,  the Company  completed the
acquisition  of 100% of the issued and  outstanding  shares of PRC  Enterprises,
Inc.  ("PRC"),  which  provides  employee  leasing  services  from an  office in
Houston,  Texas.  Also, during the quarter,  the Company  terminated its pending
acquisition  agreement with Insource America,  Inc.  ("Insource") as a result of
Insource's  failure to satisfy  certain  conditions  precedent  to closing.  The
Company entered into a Management  Agreement,  retroactive to August 1, 1997, to
manage the  operations  of United  Staffing  Corporation  ("USC"),  an  employee
leasing firm with offices in Oregon and Utah and successor to the  operations of
Insource.  Under the  Management  Agreement with USC, the Company is entitled to
certain prescribed management fees for claims handling services provided to USC.




                                       14
<PAGE>

Results of Operations

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

<TABLE>

                                   Three Months Ended March 31,                       Nine Months Ended March 31,
                              --------------------------------------      ------------------------------------------
                                    1998                 1997                  1998                     1997
                             --------------------  ----------------       -----------------        -----------------
<S>                           <C>                 <C>                      <C>                      <C>   

 Revenues                          100.0%               100.0%                 100.0%                100.0%
 Direct cost                        95.1                 96.8                   95.7                  93.4
 Gross profit                        4.9                  3.2                    4.3                   6.6
 Expenses:
      Selling, general and
        administrative               6.4                 11.6                    4.1                   9.8
      Development                      -                  7.1                    0.4                   4.9
      Depreciation and               0.7                  1.2                    0.5                   0.9
        amortization
         Total expenses              7.1                 19.9                    5.0                  15.7
 Operating Loss                     (2.2)               (16.7)                  (0.7)                 (9.1)
 Other income (expenses)            (0.4)                (0.7)                  (0.4)                 (0.4)
 Minority Interest                     -                  0.6                      -                   0.4
 Provision for income taxes            -                    -                      -                     -
 Net loss                           (2.6)%              (16.8)%                 (1.1)%                (9.2)%

</TABLE>


Nine months ended March 31, 1998 compared to nine months ended March 31, 1997
-----------------------------------------------------------------------------
 
     Revenue.  Gross revenues were  $55,781,752  for the nine months ended March
31, 1998  compared to  $14,648,492  for the nine months ended March 31, 1997, an
increase  of  $41,133,260,  or 280.8%.  The  increase  was  attributable  to the
aggregate  contribution of gross revenues from the inclusion of Webster, PRC and
Crest,  and partially  offset by a decrease in Rx Staffing gross  revenues.  The
decrease in revenues of Rx Staffing  during the current period was  attributable
to the termination  (because of excessive workers compensation losses and a high
incident of State  unemployment  claims)  during the period of one client  which
accounted for approximately 25% of RX's business in the 1997 period. Without the
inclusion of the acquired  businesses,  revenues for the nine months ended March
31, 1998 would have totaled $11,487,760, a decrease of $3,160,732, or 4.8%, from
the  corresponding  period  of the  prior  year  primarily  attributable  to the
decrease in Rx Staffing revenues. The average number of work site employees paid
per month  during the nine months  ended  March 31,  1998 was 4,260  compared to
1,060  during the nine months ended March 31, 1997,  while  monthly  revenue per
work site  employee  was $13,094  during the nine months ended March 31, 1998 as
compared to $13,819 during the nine months ended March 31, 1997.




                                       15
<PAGE>

     Gross Profit.  Gross profit was  $3,482,685 for the nine months ended March
31, 1998  compared to $963,577  for the nine  months  ended March 31,  1997,  an
increase of  $2,519,108,  or 261.4%.  The increase in gross profit was primarily
attributable to the aforementioned  increase in gross revenue.  Gross margin for
the two periods was 6.2% and 6.6%,  respectively.  The  decrease in gross margin
was primarily  attributable  to the lower margin  business  acquired from Crest,
offset by higher  margin  business of Webster and PRC.  Without the inclusion of
the acquired  businesses,  gross profit for the nine months ended March 31, 1998
would have totaled  $1,349,626,  and increase of  $386,049,  or 40.1%,  from the
corresponding  period of the prior  year.  Monthly  gross  mark-up per work site
employee totaled $818 during the nine months ended March 31, 1998 as compared to
$909 during the nine months ended March 31, 1997.

     Operating Expenses.  Selling,  general and administrative expenses ("SG&A")
were  $3,371,556 for the nine months ended March 31, 1998 compared to $1,442,660
for the nine months ended March 31, 1997, an increase of $1,928,896,  or 133.7%.
The  increase in SG&A was  attributable  to the  inclusion  of SG&A for Webster,
Crest and PRC, as well as an increase in corporate expenses.  As a percentage of
sales,  SG&A decreased from 9.8% to 4.1%.  Without the inclusion of the acquired
businesses,  SG&A for the nine months  ended  March 31, 1998 would have  totaled
$1,534,072,  an increase of $91,412,  or 0.6%, 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.

     Development expenses were $221,727 for the nine months ended March 31, 1998
compared to $720,668  for the nine months  ended March 31,  1997,  a decrease of
69%.  Development  expenses consist of the cost of developing safety programs by
SFCI and its subsidiary.  The decrease in development  expenses was attributable
to the discontinuation of operations of SFCI.

     Depreciation and amortization  expense totaled $302,342 for the nine months
ended March 31, 1998  compared to $137,410  for the nine months  ended March 31,
1997, an increase of 120%. The increase in depreciation and amortization expense
was attributable to the acquisitions of Webster, Crest and PRC.

Other Income (Expense) and Minority Interest

     Other expense, consisting of interest expense, totaled $224,783 during nine
months  ended March 31, 1998  compared to $64,903  during the nine months  ended
March 31, 1997. The increase in interest expense was principally attributable to
interest on the promissory note relating to the acquisition of PRC.

     Minority  interest  totaled  $55,530 during the nine months ended March 31,
1997.  The Company  reported no minority  interest  during the nine months ended
March 31, 1998 as a result of the  termination of operations of SFCI and its 60%
owned subsidiary.

Seasonality, Inflation and Quarterly Fluctuations

     Historically,  the Company's  earnings  pattern has included  losses in the
first calendar quarter (the Company's third quarter ended March 31), followed by
improved profitability in subsequent quarters throughout the calendar year. This
pattern is due to the  effects of  employment-related  taxes  which are based on
each  employee's  cumulative  earnings  up to  specified  wage  levels,  causing
employment-related  taxes to be highest in the first  quarter  and then  decline
over the  course  of the  year.  Since  the  Company's  revenues  related  to an
individual  employee are generally earned and collected at a relatively constant
rate throughout each year,  payment of such  employment-related  tax obligations
has a  substantial  impact on the Company's  financial  condition and results of
operations during the first six months of each calendar year. Other factors that
affect direct costs could mitigate or enhance this trend.



                                       16
<PAGE>

Liquidity and Capital Resources

     The  Company  had cash of  $221,868  and a deficit  in  working  capital of
$5,148,430 at March 31, 1998, compared to a cash balance of $437,410 and working
capital  deficit of $3,688,911  at June 30, 1997.  The increase in the Company's
working capital deficit is principally attributable the loss from operations and
an increase in payroll taxes payable,  which liability the Company substantially
inherited from the acquired companies.

     Cash flows used in operating activities were ($808,241) for the nine months
ended March 31, 1998  period as  compared  to cash flows  provided by  operating
activities  of $424,506  for the  corresponding  period of the prior year.  This
decrease  resulted  from larger  prepaid  expenses  and  insurance  deposits,  a
decrease in accounts payable,  payrolls payable and accrued expenses, which were
offset by an increase in payroll taxes payable.

     Cash provided by investing  activities totaled $558,265 for the nine months
ended  March 31,  1998 as  compared  to  ($170,390)  of cash  used in  investing
activities for the  corresponding  period of the prior year. The change resulted
principally  from fewer  purchases of  property,  plant and  equipment  and cash
acquired through acquisition.

     Cash flows  provided  by  financing  activities  were  $34,434 for the nine
months  ended March 31, 1998  compared to cash used in financing  activities  of
($48,416) for the  corresponding  period of the prior year.  Cash flows used for
financing  activities  during the nine months  ended  March 31,  1998  consisted
primarily of an increase in the Company's  bank  overdraft  position,  partially
offset by principal payments.

     At March 31, 1998,  the  Company's  primary  obligations,  other than those
relating  to its  ongoing  working  capital  needs,  consisted  of a note in the
principal amount of $4,500,0000 in connection with the Company's  acquisition of
PRC,  a note  in the  amount  of  $250,000  in  connection  with  the  Company's
acquisition  of Crest and a 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 paid in full.  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 March 31, 1998 was $878,071.

     Additionally,  at  March  31,  1998,  the  Company  was  involved  in legal
proceedings  with the United  States  government  seeking  to obtain  injunctive
relief  against,  and/or a payment  schedule with, the Internal  Revenue Service
("IRS") in  connection  with the IRS's  efforts to collect  some  $3,721,504  of
delinquent payroll taxes which it contends are owed by the Company.  The alleged
payroll tax deficiency relates to operations of RX Staffing between September of
1996 and June of 1997. While the Company obtained a temporary  restraining order
barring  the IRS from  pursuing  certain  collection  remedies  relating to such
amounts and is attempting to negotiate a payment schedule for amounts ultimately
determined to be owing, the restraining order has since been dissolved and there
is no assurance that the Company will be successful settling the alleged payroll
tax  deficiencies on terms which are  satisfactory to the Company.  In the event
the Company is  unsuccessful  in its  efforts to settle the alleged  payroll tax
deficiencies,  the  Company  does not have the  financial  resources  to pay the
amounts allegedly owing and support its ongoing operations.



                                       17
<PAGE>



     At March 31, 1998,  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 March 31, 1998 provided for current
minimum annual payments of $193,836,  escalating to $222,180 for the fiscal year
ending June 30, 2001.

     During the nine month period ended March 31,  1998,  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  and a  satisfactory
resolution of the pending payroll tax dispute with the IRS, the Company does not
have sufficient cash to satisfy its working  capital  requirements  for the next
twelve months.

CERTAIN FACTORS AFFECTING FORWARD-LOOKING STATEMENTS

     The statements  contained in this  Quarterly  Report on Form 10-Q which are
not historical  facts are forward  looking  statements  that involve a number of
risks and uncertainties. In the normal course of business, Oxford Capital Corp.,
in an effort to help keep its  stockholders  and the public  informed  about the
Company's  operations,  may  from  time  to  time  issue  such  forward  looking
statements,  either orally or in writing.  Generally, these statements relate to
business  plans  or  strategies,  projected  or  anticipated  benefits  or other
consequences of such plans or strategies,  or projections  involving anticipated
revenues,  earnings or other  aspects of  operating  results.  All phases of the
Company's  operations are subject to a number of uncertainties,  risks and other
influences. Therefore, the actual results of the future events described in such
forward  looking  statements  could differ  materially from those stated in such
forward looking statements. Among the factors that could cause actual results to
differ materially are: (i) regulatory and tax developments including the ongoing
audit of the Company's 401(k) Plan and related  compliance  issues, and possible
adverse  application  of  various  federal,  state and local  regulations;  (ii)
changes in the Company's direct costs and operating expenses including increases
in health insurance premiums, workers' compensation rates and state unemployment
tax  rates,  liabilities  for  employee  and client  actions or  payroll-related
claims,  changes in the costs of  expanding  into new  markets,  and  failure to
manage growth of the  Company's  operations;  (iii)  changes in the  competitive
environment in the PEO industry or new market entrants. Any of these factors, or
a  combination  of such  factors,  could  materially  affect the  results of the
Company's  operations and whether forward looking statements made by the Company
ultimately prove to be accurate.




                                       18
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     On February  25, 1998,  suit was filed by the Company in the U.S.  District
Court in Dallas, Texas in a case styled,  Oxford Capital Corp. v. United States,
(Docket  No.  3-98CV0501-X).  In that suit,  the  Company is seeking  injunctive
relief  against  the  United  States  government  and  its  efforts  to  collect
$3,721,504  of  delinquent  payroll  taxes  which are  alleged to be owed by the
Company.  The Company was granted a temporary  restraining order which has since
been  dissolved.  The Company is continuing to pursue  injunctive  relief and is
involved  in  discussions  with  respect  to  a  payment  schedule  for  amounts
ultimately determined to be due.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          10.1 Management Agreement re: United Staffing Corporation

          27.1 Financial Data Schedule

     (b)  Reports on Form 8-K

          None 


                                   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: May 20, 1998                    By: /s/  Robert Cheney
                                         ---------------------------------------
                                         Robert Cheney, Chairman and
                                         Principal Executive Officer


Date: May 20, 1998                    By: /s/  Jerry Stovall
                                         ---------------------------------------
                                         Jerry Stovall, Treasurer and
                                         Principal Financial Officer