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, 1999

                                       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 June 30, 1999,  10,334,668  shares of Common Stock of the issuer were
outstanding.




<PAGE>

                              OXFORD CAPITAL CORP.

                                      INDEX


                                                                        Page
                                                                       Number
                                                                      -------
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

    Consolidated Balance Sheets - March 31, 1999
       and June 30, 1998..........................................        3

    Consolidated Statements of Operations - For the three
       and nine months ended March 31, 1999 and 1998...............       5

    Consolidated Statements of Cash Flows - For the three and nine
       months ended March 31, 1999 and 1998 .......................       6

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

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

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings........................................       17
Item 3.  Defaults Upon Senior Securities..........................       17
Item 6.  Exhibits and Reports on Form 8-K.........................       17

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






<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                      OXFORD CAPITAL CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                                   March 31,          June 30,
                                                     1999               1998
                                                --------------    --------------
 Assets

 Current assets:
   Cash                                          $    267,982         $   47,488
   Accrued payroll receivable                         133,692          2,313,668
   Accounts receivable, net                           588,400            610,476
   Asset sale proceeds receivable                     648,750
   Notes receivable                                   429,967
   Prepaid expenses and other assets                   81,065             64,194
   Net assets of discontinued operations and
         assets held for disposition                   32,325             32,325
                                             ----------------     --------------
Total current assets                                2,191,181          3,068,151
                                             ----------------     --------------

Furniture, fixtures and equipment, net                409,134            427,119
                                             ----------------     --------------

Other assets:
  Goodwill, net                                     4,651,498          5,122,589
  Covenant not to compete, net                                            31,991
  Notes receivable                                  1,506,750
  Receivable from related party                       144,937            124,388
                                             ----------------     --------------
Total other assets                                  6,303,185          5,278,968
                                             ----------------     --------------

Total assets                                    $   8,903,500      $   8,774,238
                                             =================    ==============











                        See Notes to Financial Statements


                                        3


<PAGE>





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


                                                  March 31,          June 30,
                                                    1999               1998
                                              ---------------    ---------------
 Liabilities and Shareholders' Equity

Current liabilities
   Bank overdraft                              $      269,738      $    201,497
   Accrued payroll payable                            247,796         2,246,288
   Accounts payable - trade                            75,228           232,099
   Accrued expenses                                 3,406,545         1,867,419
   Payroll taxes payable                            4,868,783         4,922,187
   Payable to related parties                       1,085,713           733,311
   Current portion of capital lease                     5,480             5,150
   Current portion of long-term debt                   52,936            23,215
   Notes payable                                    4,637,112         4,696,836
                                              ---------------    ---------------
Total current liabilities                          14,649,331        14,928,022
                                              ---------------    ---------------

Long-term debt
   Capital lease                                       16,188            12,343
   Other obligation                                   452,497           463,739
                                              ---------------    ---------------
Total liabilities                                  15,118,017        15,404,084
                                              ---------------    ---------------

Shareholders' Equity
  Preferred stock                                           0                 0
  Common stock                                         10,335            10,335
  Additional paid-in capital                        1,393,204         1,393,204
  Retained deficit                                 (7,618,057)       (8,033,385)
                                              ---------------    ---------------
Total shareholders' equity                         (6,214,518)       (6,629,846)
                                              ---------------    ---------------

Total liabilities and shareholders' equity      $   8,903,500     $   8,774,238
                                              ===============    ===============






                        See Notes to Financial Statements


                                        4

<PAGE>

                      OXFORD CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)

<TABLE>

<S>                                <C>                                   <C>
                                           Three Months Ended                   Nine Months Ended
                                                 March 31,                          March 31,
                                  -----------------------------------    ------------------------------
                                        1999                1998             1999             1998
                                  -----------------   ---------------    -------------  ---------------
<S>                               <C>                 <C>                <C>            <C>

Revenues
    Management fees                 $        90,000    $       90,000    $     270,000    $     429,767
    Employee leasing revenues            19,395,882        21,308,873       73,607,441       55,309,428
                                         ----------        ----------       ----------  ---------------
Total revenues                           19,485,882        21,398,873       73,877,441       55,739,195

Cost of revenues                         18,692,260        20,067,509       70,516,714       52,299,068
                                      -------------     -------------    -------------  ---------------

Gross profit                                793,622         1,331,364        3,360,727        3,440,127

General and administrative                1,020,470         1,240,674        3,232,865        3,006,225
Sales and marketing                         349,341           310,660        1,069,461          747,042
                                      -------------     -------------    -------------  ---------------

                                          (576,189)         (219,970)        (941,599)        (313,140)

Amortization                                142,981            38,883          456,340          240,500
Depreciation                                 27,994            31,714          101,727           81,842
Gain on sale of assets                  (2,435,635)                        (2,435,635)
IRS penalties and interest                   96,556           158,536          250,653          475,609
Interest                                     62,354            95,780          269,990          224,783
                                      -------------     -------------    -------------  ---------------
Income (loss) from continuing
operations                                1,529,561         (544,883)          415,326      (1,335,874)

Income tax expense                                0                0                0                0
                                      -------------     -------------    -------------  ---------------
Net income (loss) from continuing
operations                                1,529,561         (544,883)          415,326      (1,335,874)

Loss from discontinued operations                 0                 0                0        (197,967)
                                  -----------------   ---------------    -------------  ---------------

Net income (loss)                       $ 1,529,561     $   (544,883)        $ 415,326    $ (1,533,841)
                                  =================   ===============    =============  ===============

Weighted average shares
outstanding                              10,334,668        12,820,371       10,334,668       22,942,328
                                  =================   ===============    =============  ===============

Basic loss per share                 $         0.15   $        (0.04)     $       0.04    $      (0.07)
                                  =================   ===============    =============  ===============

</TABLE>

                        See Notes to Financial Statements


                                        5

<PAGE>


                      OXFORD CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>

<S>                                                      <C>
                                                               Nine Months Ended March 31,
                                                         -----------------------------------
<S>                                                      <C>                <C>

                                                              1999                1998
                                                         -----------------  ----------------
Cash Flow From Operating Activities:
Net Income (loss)                                             $    415,326  $    (1,533,841)
Adjustments to reconcile net loss with net
  cash provided by (used in) operating activities:
Depreciation and amortization                                      558,066           322,342
Gain on sale of assets                                         (2,435,635)
Inventory write-down                                                     0            53,495
(Increase) decrease in:
        Accrued payroll receivable                               2,179,976           415,860
        Accounts receivable                                         22,076       (1,242,905)
        Accounts receivable - related party                        124,388            45,284
        Prepaid expenses                                         (161,806)         (431,286)
Increase (decrease) in:
        Accounts payable - trade                                 (156,871)           335,359
        Accrued payroll                                        (1,998,492)            34,545
        Accrued expenses                                         1,539,126         1,151,894
        Payroll taxes payable                                     (53,404)           459,525
        Payable to related parties                                 352,402           134,339
        Other                                                    (126,397)           214,025
                                                         -----------------  ----------------
Net cash provided by (used in) operating activities                258,755          (41,364)
                                                         -----------------  ----------------

Cash Flows From Investing Activities:
     Purchases of furniture and equipment                         (60,434)          (34,592)
     Decrease in deferred acquisition costs                              0            81,991
     Decrease in accounts receivable - Crest                             0            46,257
                                                         -----------------  ----------------
Net cash provided by (used in) investing activities               (60,434)            93,656
                                                         -----------------  ----------------

Cash Flows From Financing Activities:
    Increase (decrease) in bank overdraft                           68,241         (159,643)
     Reduction of debt                                            (37,068)          (12,115)
                                                         -----------------  ----------------
Net cash provided by (used in) investing activities                 31,173         (171,758)
                                                         -----------------  ----------------
Increase in cash                                                   229,494         (119,466)

Beginning cash                                                      47,488           437,410
                                                         -----------------  ----------------

Ending cash                                                  $     276,982   $       317,944
                                                         =================  ================


</TABLE>



                        See Notes to Financial Statements


                                        6

<PAGE>



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


                                                     Nine Months Ended March 31,
                                                    ----------------------------
                                                        1999           1998
                                                    ------------   -------------
Supplemental disclosures of cash flow information

  Interest paid                                        $  24,086     $   32,231
                                                     ===========   =============

  Income tax paid                                      $       0     $        0
                                                     ===========   =============

Non cash investing and financing activities

  Purchase of goodwill by issuance
  of short-term and long-term debt                     $       0     $5,787,846
                                                     ===========   =============

  Purchase of furniture and equipment by
  issuance of long-term debt                          $        0     $  282,996
                                                     ===========   =============




                        See Notes to Financial Statements


                                        7

<PAGE>

                      OXFORD CAPITAL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   INTERIM PRESENTATION

The  accompanying  interim  consolidated  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, 1998 balance  sheet data was derived  from audited  financial
statements  included in Form 10-KSB dated June 30, 1998.  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,  1998.  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.   ACQUISITIONS AND SIGNIFICANT ASSET SALES

During fiscal 1998,  Oxford expanded its employee leasing  operations  through a
series of acquisitions  as described  below. In the current fiscal year, as part
of an effort to address its substantial debt burden,  including the default on a
note  incurred in  connection  with the  acquisition  of PRC  Enterprises,  Inc.
("PRC"),  the Company entered into agreements to sell  substantially  all of its
operating assets as described further below.

During fiscal 1998,  the Company  acquired (1) PRC effective  September 1, 1997,
(2) Crest Outsourcing, Inc. ("Crest") effective October 1, 1997, and (3) Webster
Leasing,  Inc.  ("Webster")  effective  December 1, 1997, and (4) entered into a
management  arrangement with United Staffing Corporation ("USC"). In addition to
the aforementioned  transactions during fiscal 1998, 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.
("ISN"),  effective as of December 31, 1997.  Expenses  incurred by SFCI and ISN
are included in the statement of operations for the three and nine month periods
ended March 31, 1998 as a loss from discontinued operations.

On March 31, 1999,  the Company  completed the sale of the  principal  assets of
Crest and Webster to US Personnel V L.P.  ("USP") and Brae Leasing LLC ("Brae"),
respectively.  Oxford  sold  the  customer  list of each  business  and  related
contracts  and  agreements,  and retained  substantially  all other  current and
non-current assets and liabilities.  Under terms of the purchase agreement,  the
acquired assets of Crest and Webster were purchased for $343,500  and$2,239,500,
respectively,  with 25% to be paid in cash following  closing and the resolution
of  certain  issues,  and the  balance  in the form of a note to be paid over 54
months. The notes bear interest at the rate of 7.75% and are unsecured.

Through  July 31,  1999,  an  aggregate  of $807,147 of the cash  portion of the
purchase price and payments on the notes has been received.


                                        8

<PAGE>

USP  effectively  took over control and management of Crest and Webster on March
1, 1999,  including  the hiring of  substantially  all of the employees of these
businesses.

In addition,  Oxford  entered  into an agreement  for the sale of the assets and
assumption  of certain  liabilities  of PRC to US Personnel  VI L.P.  ("USP VI")
effective  April 30, 1999.  As  consideration,  USP VI will assume the Company's
$4,500,000  obligation,  plus accrued interest,  to PRC that arose in connection
with the  Company's  acquisition  of PRC in  fiscal  1999.  Such  obligation  is
currently in default due to the  Company's  failure to meet certain debt service
requirements. USP VI hired substantially all of the employees of PRC.

Also, the Company entered into an agreement for the sale of the principal assets
of Rx Staffing to Brae  effective  June 30,  1999.  Rx Staffing  entered  into a
Subservice  Agreement effective March 1, 1999, under which Brae will perform the
operations  necessary to serve the clients of Rx Staffing  until  closing.  Brae
will hire substantially all of the employees of Rx Staffing after final closing.
During this period,  the Company will receive weekly payments of $750 as part of
the  consideration  for the assets  sold.  The sale is subject to the receipt of
Internal Revenue Service approval.  Upon final closing, the Company will receive
an additional $267,000, which will be paid to the Internal Revenue Service under
a to-be- negotiated agreement.  The closing date for this sale has been extended
until August 31, 1999, to afford  additional  time to reach  agreement  with the
Internal Revenue Service.

Oxford is  actively  seeking  other  businesses  to acquire or to operate  under
management agreement, and it is possible that in the future more asset sale such
as those described above may occur.

3.   PRO FORMA INFORMATION

The following  unaudited  pro forma  financial  information  gives effect to the
completed or pending sales of the assets of Crest,  Webster, PRC and Rx Staffing
and assumes  that the  acquisitions,  and sales,  had been  effective  as of the
beginning of each period presented.  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 reflects adjustments to eliminate
revenue  and  expenses  of  the  aforementioned  businesses,  certain  corporate
expenses  directly  related  to  management  thereof,   non-recurring  expenses,
amortization of goodwill,  interest  expense on acquisition  debt and to reflect
interest  income on notes  received  in  connection  with the sales of Crest and
Webster.

                             Nine Months Ended                Nine Months Ended
                              March 31, 1999                   March 31, 1998
                              --------------                   --------------

Revenue                      $          270,000              $          240,000
Net Loss                     $         (368,000)             $         (605,000)
Loss Per Share               $            (0.02)             $            (0.05)





                                        9

<PAGE>

                      OXFORD CAPITAL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                    (Cont'd)

4.   COMMITMENTS AND CONTINGENCIES

On February 25, 1998,  suit was filed by the Company in the U.S.  District Court
for the Northern  District of Texas in a case styled,  Oxford  Capital  Corp. v.
United  States,  (Docket No.  3-98CV0501-AH).  In that suit,  the Company sought
injunctive  relief  from an alleged  wrongful  levy  against  the Company by the
Internal  Revenue Service ("IRS") relating to alleged payroll tax obligations of
the Company's  subsidiary,  Rx Staffing  Corporation.  The IRS had, prior to the
filing of the suit,  levied bank accounts of Oxford Capital Corp.  alleging that
it was the nominee,  alter ego, agent and/or holder of a beneficial  interest of
Rx Staffing.  The alleged  payroll tax deficiency of Rx Staffing is in excess of
$5 million.

The court issued a temporary  restraining order on March 9, 1998, which was then
superceded  after hearing,  by the court's  denial of a temporary  injunction on
March 19, 1998.  After a trial on the merits on August 7, 1998, the court denied
the Company a permanent injunction and found that the levy was appropriate.  The
Company  filed a notice of appeal on  October  5,  1998,  and is  appealing  the
judgment to the Fifth Circuit Court of Appeals.

In  February of 1998,  suit was filed  against the  Company's  subsidiaries,  Rx
Staffing,  PRC and Webster, in the District Court of Dallas County, Texas, 191st
Judicial  District,  in a case styled,  Liberty  Mutual Fire Insurance Co. v. Rx
Staffing  Corporation,  et al.  (Cause  No.  DV 98-  1321).  In that  suit,  the
plaintiff  is  seeking  $1.9  million  based  on  claims  for  unpaid   workers'
compensation and employers'  liability insurance  premiums.  The Company settled
this matter for  $300,000.  On June 15,  1999,  payments of $225,000 and $75,000
were paid by PRC and the Company, respectively.

At March 31, 1999, the Company was in default with respect to  obligations  owed
relating to its acquisitions of PRC and Crest. Notice of intent to foreclose the
PRC note has been given and negotiations were ongoing with respect to curing the
default.  However,  on April 30, 1999,  USP VI completed the  acquisition of the
principal assets of PRC and assumed the obligation in connection therewith.

In addition to the  foregoing,  the Company is subject to threatened and pending
litigation and disputes arising in the normal course of business. Other than the
foregoing,  management believes that any such threatened or pending actions will
not materially affect the Company.




                                       10

<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.  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  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.

Results of Operations

     The following table sets forth, for the periods indicated, certain selected
statement  of  operations'  data  expressed as a  percentage  of  revenues.  The
following  discussion  should be read in conjunction  with the Company's  annual
report on Form 10-KSB for the year ended June 30, 1998, as well as the unaudited
consolidated  financial  statements and notes thereto included in this quarterly
report on Form 10-QSB.

                                         Three Months Ended    Nine Months Ended
                                              March 31,              March 31,
                                         ------------------    -----------------
                                          1999        1998       1999       1998
                                          ----        ----       ----       ----

Employee leasing revenue..............   99.5%      99.6%       99.6%      99.2%
Management fees.......................    0.5        0.4         0.4        0.8
                                        -----      -----       -----      ------
Total revenues........................  100.0      100.0       100.0      100.0
Direct costs..........................  (95.9)     (93.8)      (95.4)     (93.8)
                                        -----      -----       -----      ------
Gross profit..........................    4.1        6.2         4.6        6.2
General and administrative expense....   (5.2)      (5.8)       (4.4)      (5.4)
Sales and marketing expense...........   (1.8)      (1.4)       (1.4)      (1.4)
Other income (expenses) (net).........   10.8       (1.5)        1.8       (1.8)
Loss from discontinued operations.....   (0.0)      (0.1)       (0.0)      (0.4)
                                        -----      -----       -----      ------
Net income (loss).....................    7.9       (2.6)        0.6       (2.8)
                                        -----      -----       -----      ------
                                        -----      -----       -----      ------










                                       11

<PAGE>

Three months ended March 31, 1999 compared to three months ended March 31, 1998

     Revenues.  Total  revenues  for the three  months ended March 31, 1999 were
$19.5  million  compared to $21.4  million for the three  months ended March 31,
1998, a decrease of $1.9 million,  or 8.9%.  Employee leasing revenues decreased
by 9.0% from $21.3  million in the three  months  ended  March 31, 1998 to $19.4
million in three months ended March 31, 1999.  Management  fees amounted to $0.1
million for both the three months ended March 31, 1999 and 1998.

     The  decrease  in  total  revenues  and  employee   leasing   revenues  was
principally  attributable to the sale of Crest and Webster,  which accounted for
$5.2  million of  employee  leasing  revenues  for two months of the fiscal 1999
period  compared to $9.7  million of  employee  leasing  revenues  for the three
months included in the fiscal 1998 period, or a decrease of $4.5 million, offset
by a $2.9 million increase in PRC's employee leasing revenues in the fiscal 1999
period compared to the year ago period.

     Gross  Profit.  Gross profit  amounted to $0.8 million for the three months
ended March 31, 1999  compared to $1.3  million for the three months ended March
31, 1998, a decrease of $0.5  million,  or 40.4%.  This decrease in gross profit
was  principally  attributable to a $0.2 million  decrease in contribution  from
Crest and Webster due to higher workers compensation insurance expense and since
only two months of results are  included  in the fiscal 1999 period  compared to
three months in the fiscal 1998 period,  a $0.5 million  decrease in Rx Staffing
gross profit  resulting  from higher  workers  compensation  insurance  expense,
offset by an increase in gross profit of $0.2 million for PRC.  Gross margin was
4.1% of  revenues  during the fiscal  1999  period  compared  to 6.2% during the
fiscal  1998  period.  The  decrease  in gross  margin  during  fiscal  1999 was
principally  attributable  to lower gross  margins  generated by Rx Staffing and
Webster as a result of higher workers compensation insurance expense.

     General and Administrative  Expense.  General and  administrative  expenses
("G&A") totaled $1.0 million for the three months ended March 31, 1999, compared
to $1.2  million for the three  months  ended March 31, 1998, a decrease of $0.2
million,  or 17.7%.  The decrease in G&A was  principally  attributable to lower
corporate  expenses.  As a percentage  of revenues,  G&A  decreased to 5.2% from
5.8%,  due to  efficiencies  attributable  to  changes in  operating  procedures
instituted in fiscal 1998.

     Sales and Marketing Expense.  Sales and marketing expenses amounted to $0.3
million  for the three  months  ended March 31,  1999,  as well as for the three
months ended March 31, 1998.  As a percentage  of revenues,  sales and marketing
expense increased from 1.5% to 1.8% as a result of the decrease in revenue.

     Other Income (Expense) (Net).  Other income (expenses) was $2.1 million for
the three  months ended March 31,  1999,  as compared to ($0.3)  million for the
three  months ended March 31, 1998. A gain of $2.4 million on the sale of assets
of Crest and Webster in the current  fiscal  quarter  resulted in the  favorable
change.

     Loss  from  Discontinued  Operations.  The  Company  recorded  a loss  from
discontinued  operations  of $26,675 for the three  months ended March 31, 1998.
The loss from discontinued operations relates to the termination,  during fiscal
1998, of the operations of SFCI.

                                       12

<PAGE>

     Net Income (Loss).  The Company reported net income of $1.5 million for the
three months  ended March 31,  1999,  compared to a net loss of $0.5 million for
the three months ended March 31, 1998,  with the  favorable  change  principally
attributable to the gain on sale of assets.

Nine months  ended March 31,  1999  compared to the nine months  ended March 31,
1998

     Revenues.  Total  revenues  for the nine  months  ended March 31, 1999 were
$73.9  million  compared to $55.7  million  for the nine months  ended March 31,
1998,  an  increase  of $18.1  million,  or  32.5%.  Employee  leasing  revenues
increased  by $18.3  million,  or 33.1%,  from $55.3  million in the nine months
ended March 31, 1998 to $73.6  million in the nine months  ended March 31, 1999.
Management  fees  decreased from $0.4 million in the nine months ended March 31,
1998 to $0.3 million for nine months ended March 31, 1999.

     The  increase  in  total  revenues  and  employee   leasing   revenues  was
attributable to the  acquisition of PRC, Crest and Webster,  which accounted for
an aggregate of $70.4  million of employee  leasing  revenues  during the fiscal
1999 period compared to $44.3 million of employee leasing  revenues  included in
the fiscal 1998 period.  This increase is due to the inclusion of more months of
operations in the current fiscal year period.  Partially  offsetting this was an
$8.6 million  decrease in employee  leasing  revenues of Rx Staffing  during the
fiscal 1999 period  which was  attributable  to the  termination  of a number of
clients in fiscal 1998 and early fiscal 1999. The lower management fee total for
the nine months ended March 31, 1999, as compared to the nine months ended March
31, 1998, is attributable to the performance of management services for Crest in
the year ago period  only,  prior to the closing of its  purchase by the Company
effective October 1, 1997.

     On a pro  forma  basis,  assuming  the sales of the  assets of PRC,  Crest,
Webster and Rx Staffing as of the  beginning  of each  period,  revenues for the
nine months ended March 31, 1998  amounted to $270,000 of  management  fees,  as
compared to $240,000 for the prior year period.  The increase is attributable to
one additional month of management fees in the current period.

     Gross  Profit.  Gross  profit  amounted to $3.4 million for the nine months
ended March 31, 1999,  as well as for the nine months  ended March 31, 1998.  An
increase in gross profit attributable principally to the inclusion of additional
months of PRC,  Crest and Webster  during the fiscal 1999 period was offset by a
decrease  resulting  from the  aforementioned  decline in Rx Staffing  revenues.
Gross margin was 4.6% of revenues during the fiscal 1999 period compared to 6.2%
during the fiscal 1998 period.  The decrease in gross margin  during fiscal 1998
was principally  attributable to the lower gross margin generated by Rx Staffing
and Webster as a result of higher workers compensation insurance expense.

     General and Administrative  Expense.  G&A totaled $3.2 million for the nine
months ended March 31, 1999,  compared to $3.0 million for the nine months ended
March 31,  1998,  an increase of $0.2  million,  or 25.3%.  The  increase in G&A
expense  was  principally  attributable  to a charge of $0.3  million by PRC for
performance bonuses, as well as the inclusion of additional months of PRC, Crest
and Webster  operations and the associated  costs of supporting such operations,
offset by a decrease in certain unusual and  non-recurring  expenses incurred in
the year ago period.  As a percentage of revenues,  G&A  decreased  from 5.4% to
4.4%,  attributable to efficiencies associated with operating on a larger scale,
offset in part by the PRC charge.



                                       13

<PAGE>

     Sales and Marketing Expense.  Sales and marketing expenses amounted to $1.1
million for the nine months ended March 31,  1999,  compared to $0.7 million for
the nine months ended March 31, 1998, an increase of $0.3 million, or 43.2%. The
increase in sales and  marketing  expense was  attributable  to the inclusion of
additional  months of PRC, Crest and Webster  operations and associated costs of
supporting  such  operations.  As a percentage of revenues,  sales and marketing
expense remained essentially unchanged at 1.4%.

     Other Income (Expense)  (Net).  Other income (expense) was $1.4 million for
the nine month period ended March 31, 1999 as compared to ($1.0) million for the
nine month  period  ended March 31,  1998. A gain of $2.4 million on the sale of
assets of Crest and  Webster  in the  current  fiscal  quarter  resulted  in the
favorable change.

     Loss  from  Discontinued  Operations.  The  Company  recorded  a loss  from
discontinued  operations  of $0.2  million for the nine  months  ended March 31,
1998. The loss from discontinued  operations relates to the termination,  during
fiscal 1998, of the operations of SFCI.

     Net Income (Loss).  The Company reported net income of $0.4 million for the
nine months ended March 31, 1999,  compared to a net loss of ($1.5)  million for
the nine months  ended March 31, 1998,  with the  favorable  change  principally
attributable to the gain on sale of assets.

     On a pro forma  basis,  assuming  the sales of PRC,  Crest,  Webster and Rx
Staffing as of the beginning of each period,  net loss for the nine months ended
March 31, 1998 amounted to  ($368,000)  as compared to ($605,000)  for the prior
year  period.  The loss  from  discontinued  operations  in the  earlier  period
accounts for the period's higher net loss.

Liquidity and Capital Resources

     The Company had cash of $276,982 and a deficit in working  capital of $12.5
million at March 31,  1999,  compared  to a cash  balance of $47,488 and working
capital deficit of $11.9 million at June 30, 1998. The increase in the Company's
working  capital  deficit is  principally  attributable  to the  operating  loss
incurred  during the  period,  offset by the gain on the sale of assets of Crest
and Webster.

     Cash flows provided by (used in) operating activities were $258,755 for the
nine months ended March 31, 1999 as compared to ($41,364) for the  corresponding
period of the prior  year.  The  increase  resulted  from  decreases  in accrued
payroll receivable, accounts receivable and receivables from related parties and
increases in accrued expenses and payables to related parties,  offset partially
by an increase  in prepaid  expenses  and other  assets,  decreases  in accounts
payable,  accrued  payroll  payable and payroll taxes payable and a greater loss
from operations exclusive of the gain from sale of assets.

     Cash provided by (used in) investing  activities  totaled ($60,434) for the
nine  months  ended  March 31,  1999 as  compared to $93,656 for the nine months
ended March 31, 1998.  The decrease  resulted from the  favorable  impact in the
earlier period of decreases in deferred  acquisition costs and a receivable from
Crest.




                                       14

<PAGE>

     Cash  provided by (used in) financing  activities  was $31,173 for the nine
months  ended March 31, 1999  compared to  ($171,758)  for the nine months ended
March 31, 1998. The change resulted  primarily from an increase in the Company's
bank  overdraft  position in the current period as compared to a decrease in the
earlier period, offset partially by an increase in debt repayments.

     At March 31, 1999, the Company's  principal  obligations,  other than those
relating to meeting its ongoing working capital needs,  including  payroll taxes
payable, consisted of (1) a non-interest bearing note payable in connection with
the Company's  acquisition  of Rx Staffing,  (2) the note payable which arose in
connection  with the  acquisition  of PRC, and assumed by USP VI as of April 30,
1999 in  connection  with the sale of PRC, and (3) a note payable in  connection
with the acquisition of Crest.

     At March 31, 1999, the  discounted  balance of the note payable with regard
to the Rx Staffing  acquisition was $456,000.  As of March 31, 1999, the Company
was in default under the terms of the notes payable relating to the acquisitions
of both PRC and Crest.  Subsequent  to March 31, 1999,  in  connection  with its
purchase of the assets of PRC, USP VI assumed this obligation of the Company.

     Additionally,  at March 31, 1999,  the Company  continued to be involved in
legal  proceedings  with the IRS in connection with the IRS's efforts to collect
approximately $5 million of delinquent  payroll taxes and related  penalties and
interest which it contends are owed by Oxford Capital.  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.

     If the Company is unable to substantially improve operating results, secure
additional financing,  negotiate more favorable payment terms with its creditors
or sell assets on  favorable  terms,  the Company may be unable to continue  its
present operations.  The Company is presently negotiating with the IRS and other
creditors  to secure  more  favorable  terms with  respect to payment of amounts
owed.

Known Risks and Uncertainties Regarding Future Operations

     During the nine months ended March 31, 1999,  excluding gains from the sale
of assets, the Company's  operations continued to produce substantial losses. At
March 31,  1999,  the Company was in default with  respect to  obligations  owed
relating to its acquisition of PRC and Crest, although the former was assumed by
USP VI on April 30,  1999.  Additionally,  the  Company  owed  approximately  $5
million to the IRS.

     As previously  described,  in an effort to address the Company's  liquidity
problems and debt burden,  the Company  entered into several  agreements to sell
substantially  all of the  principal  assets of the operating  subsidiaries  for
consideration  consisting  of cash  and  notes  and the  assumption  of the $4.5
million note arising in connection with the PRC acquisition.






                                       15

<PAGE>

     As a result of the sales of its  operating  subsidiaries,  or the assets of
those  subsidiaries,  the Company  will  experience  a  substantial  decrease in
revenues  going  forward.  It is  possible  that the  Company  will be unable to
sustain its operations  given overhead and  substantial  debts that remain after
the sales.  Unless the Company  acquires  additional  businesses  or enters into
additional  management  agreements to operate other  businesses,  it is possible
that the Company will have  inadequate  financial  resources and operating  cash
flows to continue its operations.

Year 2000 Issue

     As the Company's  operations rely on several internal  computer systems and
third party vendor relationships,  the Company believes that the Year 2000 issue
presents potentially  significant  operational issues if not properly addressed.
The Year 2000 issue  generally  describes  the various  problems that may result
from the failure of computer and other  mechanical  systems to properly  process
certain dates and date sensitive information.

     The Company has not incurred and does not expect to incur significant costs
related  to Year  2000  issues  other  than the time of  internal  personnel  to
complete the Company's Year 2000 plans.

     The Company  believes that the risks associated with Year 2000 issues would
primarily affect the areas of payroll processing, electronic funds transfers and
the  dissemination  of  benefits  appropriate  planning  and  testing  are:  the
inability to transmit  direct deposit payroll through banking systems to deposit
funds into worksite  employees'  bank  accounts;  the inability to collect funds
electronically in payment of the Company's service fees; the failure to properly
calculate payroll information;  the untimely transmission of benefits enrollment
or claims  data to and from  benefit  providers;  and the  inability  to deliver
payroll checks to employees due to failure in transportation or courier systems.
As a result, the Company's plans,  including the testing of its systems,  vendor
assessment and contingency planning, will be focused in these areas.

     The Company has previously developed a disaster recovery plan to be used in
the  event of  unexpected  business  interruptions.  The  Company  is  currently
developing specific contingency plans, to complement its disaster recovery plan,
for those processes that are considered crucial in preventing an interruption of
business operations as a result of Year 2000 issues.

     The Company's  Year 2000 plans,  as discussed  above,  represent an ongoing
process which will continue throughout 1999. Although the Company believes it is
taking the appropriate  courses of action to ensure that material  interruptions
in  business  operations  do not occur as a result of the Year 2000  conversion,
there  can be no  assurances  that the  action  discussed  herein  will have the
anticipated  results or that the  Company's  financial  condition  or results of
operations will not be adversely affected as a result of Year 2000 issues. Among
the factors which might affect the success of the Company's Year 2000 plans are:
(1) the  Company's  ability to  properly  identify  deficient  systems;  (2) the
ability of third parties to adequately address Year 2000 issues or to notify the
Company of  potential  deficiencies;  (3) the  Company's  ability to  adequately
address any such internal or external deficiencies; (4) the Company's ability to
complete its Year 2000 plans in a timely  manner;  and (5)  unforeseen  expenses
related to the Company's Year 2000 plans.





                                       16

<PAGE>
                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     In June 1999, the Company entered into a settlement  agreement with respect
to a suit filed  against Rx Staffing,  PRC and Webster in the District  Court of
Dallas County, Texas, 191st Judicial District, in a case styled,  Liberty Mutual
Fire  Insurance Co. v. Rx Staffing  Corporation,  et al. (Cause No. DV 98-1321).
Pursuant to the  settlement  on June 15, 1999,  payments of $225,000 and $75,000
were  paid by PRC and the  Company,  respectively  and all  claims  against  the
Company were released.

Item 3. Default Upon Senior Securities

     A note  payable  in the amount of  $4,500,000  issued as  consideration  in
connection  with the acquisition of PRC was in default as of March 31, 1999. The
note was assumed by USP VI as of April 30,  1999,  as part of the  consideration
paid for the purchase of the assets of PRC.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          27.1 Financial Data Schedule

     (b)  Reports on Form 8-K

          Form 8-K dated March 31, 1999,  was filed  reporting  under Item 2 the
          sale of the assets of Crest and Webster.

                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                            OXFORD CAPITAL CORP.


Date: August 6, 1999                        By:    /s/ Robert Cheney
                                               --------------------------------
                                               Robert Cheney, Chairman and
                                               Principal Executive Officer


Date: August 6, 1999                        By:   /s/ Jerry Stovall
                                               --------------------------------
                                               Jerry Stovall, Treasurer and
                                               Principal Financial Officer


                                       17