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, 1997

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

              For the transition period from     to     .
                                            -----  -----

                          Commission File No. 2-98747-D

                              OXFORD CAPITAL CORP.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           Nevada                                         87-0421454
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


          4245 North Central Expressway, Suite 300, Dallas, Texas 75205
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (214) 520-0100
                           ---------------------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
                                                                      ---  ---

     As of October 10,  1997,  11,167,168  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, 1997
          and June 30, 1996.............................................   3

          Condensed Consolidated Statements of Operations - For the
          three months and nine months ended March 31, 1997 and 1996....   4

          Condensed Consolidated Statements of Cash Flows - For the
          nine months ended March 31, 1997 and 1996 ....................   5

          Notes to Unaudited Consolidated Financial Statements..........   6

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results  of Operations......................   8

SIGNATURES..............................................................   12

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                                                       March 31, 1997             June 30, 1996
                                                     ------------------           --------------
<S>                                                  <C>                          <C>
          Assets
Current Assets:
     Cash                                            $          208,270           $        2,963
     Accounts Receivable                                        154,830                  414,962
     Inventories                                                178,393                        -
     Employee Advances & Loans
      Receivable                                                  9,378                        -
     Prepaid Expenses                                            13,900                        -
                                                     ------------------           --------------
         Total Current Assets                                   564,771                  417,925
                                                     ------------------           --------------
Fixed Assets:
     Furniture, Fixtures & Equipment                            251,970                   23,264
     Accumulated Depreciation                          (         24,316  )           (     2,246  )
                                                     ------------------           --------------
         Total Fixed Assets                                     227,654                   21,018
                                                     ------------------           --------------
Other Assets:
     Goodwill                                                   564,248                  512,650
     Accumulated Amortization                          (         42,721  )           (     17,088 )
     Covenant Not to Compete                                    600,000                  600,000
     Accumulated Amortization                          (        150,000  )           (     60,000 )
     Minority Interest Receivable                                55,530                        -
     Other Assets                                                     -                   27,000
     Organization Costs, net                                        687                        -
                                                     ------------------           --------------
         Total Other Assets                                   1,027,744                1,062,562
                                                     ------------------           --------------
Total Assets:                                        $        1,820,169           $    1,501,505
                                                     ==================           ==============

          Liabilities & Shareholders' Equity
Current Liabilities
     Accounts Payable                                $        2,655,474           $    1,024,955
     Current Portion of Long-Term Debt                           18,356                   18,175
                                                     ------------------           --------------
         Total Current Liabilities                            2,673,830                1,043,130
Long-Term Debt                                                  610,104                  508,520
         Total Liabilities                                    3,283,934                1,551,650
                                                     ------------------           --------------
Shareholders' Equity
     Common Stock                                                32,914                    1,000
     Additional Paid-In Capital                                       -                   99,000
     Retained Earnings                                 (      1,496,679  )           (   150,145  )
                                                     ------------------           ---------------
         Total Shareholders' Equity                    (      1,463,765  )           (    50,145  )
                                                     ------------------           ---------------
Total Liabilities & Shareholders' Equity             $        1,820,169                 1,501,505
                                                     ==================           ===============
</TABLE>


                        See Notes to Financial Statements


                                        3
<PAGE>
                      OXFORD CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                    Three Months Ended                       Nine Months Ended
                                                        March 31,                               March 31,
                                               -----------------------------        ---------------------------------
                                                   1997              1996                1997                1996
                                               -----------      ------------        --------------      -------------
<S>                                            <C>              <C>                 <C>                 <C>
Revenues:                                      $ 4,291,117      $  4,830,631        $   14,648,492      $   4,830,631
Cost of Goods Sold                               4,151,912         4,498,196            13,684,915          4,498,196
                                               -----------      ------------        --------------      -------------
Gross Profit                                       139,205           332,435               963,577            332,435
                                               -----------      ------------        --------------      -------------

Expenses:
Selling,  General & Administrative                 853,758           370,215             2,300,738            566,694
Interest                                            33,607            20,468                64,903             29,468
                                               -----------      ------------        --------------      -------------
Total Expenses                                     887,365           390,683             2,365,641            596,162
                                               -----------      ------------        --------------      -------------

Loss Before Taxes & Minority Interest           (  748,160 )       (  58,248 )        (  1,402,064 )      (   263,727 )
Minority Interest                                   26,873                                  55,530                  0
                                               -----------      ------------        --------------      -------------
Income (Loss) Before Taxes                      (  721,287 )       (  58,248 )        (  1,346,534 )      (   263,727 )
Income Taxes
Net Loss                                       $(  721,287 )    $  (  58,248 )      $ (  1,346,534 )    $ (   263,727 )
                                               ===========                          ==============      =============
Weighted Average Shares Outstanding             33,064,248         5,115,392            32,705,131          5,115,392
                                               ===========      ============        ==============      =============
Loss per share                                 $(      .02 )    $  (     .01 )      $ (        .04 )    $ (       .04 )
                                               ===========      ============        ==============      =============
</TABLE>


                        See Notes to Financial Statements


                                        4
<PAGE>
                      OXFORD CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                           Nine Months Ended    Nine Months Ended
                                                             March 31, 1997      March 31, 1996
                                                             --------------      --------------
<S>                                                           <C>                <C>
Cash Flows From Operating Activities:
     Net Loss                                                 $( 1,346,534 )        (  263,727 )
     Depreciation                                                   21,778               1,050
     Amortization                                                  115,632              38,544
     Minority Interest                                          (   55,530 )
     Adjustments to Reconcile Net Loss with Net
      Cash Provided By Operating Activities
         Decrease (Increase) in Accounts Receivable                260,132           (  330,295 )
         (Increase) in Inventories                              (  178,393 )
         (Increase) in Advance and Loans Receivable             (    9,378 )         (      355 )
         (Increase) in Prepaid Expenses                         (   13,900 )
         Increase in Accounts Payable                            1,630,519              967,643
         Increase in Current Portion of
          Long-Term Debt                                               182               20,381
                                                              ------------       --------------
Net Cash Provided By Operating Activities                          424,506              433,241
                                                              ------------       --------------
Cash Flows From Investing Activities:
     (Increase) in Property, Plant & Equipment                  (  228,706 )         (   21,000 )
     Decrease In Other Assets                                       26,607
     Reverse Acquisition of Business                                31,316           (1,012,660 )
                                                              ------------       --------------
Net Cash Used In Investing Activities                           (  170,390 )         (1,033,650 )
                                                              ------------       --------------
Cash Flows From Financing Activities:
      Bank Overdraft                                                                     88,189
     (Repayment of) Addition to Promissory Notes                (   48,416 )            513,269
                                                              ------------       --------------
      Net Cash Used In Financing Activities                     (   48,416 )            601,458
                                                              ------------       --------------
Increase In Cash                                                   205,307                1,049
Beginning Cash                                                       2,963                1,069
                                                              ------------       --------------
Ending Cash                                                   $    208,270                2,118
                                                              ============       ==============
</TABLE>


                        See Notes to Financial Statements


                                        5
<PAGE>
                      OXFORD CAPITAL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   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, 1996  balance  sheet data was  derived  from
     audited  financial  statements  included on Form 8-K dated October 4, 1996.
     The interim  financial  statements and notes thereto do not include all the
     information  required  by  generally  accepted  accounting  principles  for
     complete  financial  statements and should be read in conjunction  with the
     audited financial statements.  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.   Oxford Capital Corp.  ("Oxford") was organized  under the laws of Nevada in
     May,  1985.  From 1993 until  October,  1996,  Oxford was not engaged in an
     active trade or business.  In October,  1996,  Oxford  acquired 100% of the
     issued and  outstanding  shares of Rx Staffing  Corp.  ("Rx  Staffing") and
     Safety and Fatigue Consultants International, Inc. ("SFCI") in exchange for
     an aggregate of  27,401,601  new shares and  1,329,300  warrants of Oxford.
     Oxford,  Rx Staffing and SFCI are hereinafter  collectively  referred to as
     "the Company".

3.   Rx Staffing was organized in December, 1995, under the laws of the state of
     Texas and is engaged in providing  employee leasing services,  primarily in
     the state of Texas.  Effective January 1, 1996, Rx Staffing contracted with
     Creative  Employment  Concepts,  Inc.  ("CECI") to acquire all the employee
     leasing  contracts and furniture and equipment in the possession of CECI as
     of that date for  payments  of $6,700 per month until  $1,068,000  is paid.
     Effective  January 1, 1996, Rx Staffing also entered into an agreement with
     a stockholder of CECI whereby, for $600,000,  the stockholder agreed not to
     compete  with the  Company  for a period  of five  years.  The costs of the
     January 1, 1996, acquisition were as follows:

                  Furniture and Equipment            $    21,000
                  Goodwill                               512,650
                  Covenant Not To Compete                600,000
                                                     -----------
                  Total Cost                         $ 1,133,650
                                                     ===========

     The above costs were financed as follows:

          Paid to stockholder  out of cash
          flow through June 30, 1997                 $   600,000

          Assumption of long-term debt
          payable to CECI.                               533,650
                                                     -----------
          Total Cost                                 $ 1,133,650
                                                     ===========


                                        6
<PAGE>
4.   SFCI was organized during March, 1996, under the laws of the state of Texas
     and is engaged in providing consultation services and training materials on
     safety and fatigue of truck drivers.

     The merger of Oxford,  Rx Staffing and SFCI was  accounted for as a reverse
     acquisition similar to a pooling of interests. The activity of all entities
     have  been   retroactively   presented.   All   intercompany   profits  and
     transactions  have  been  eliminated  in  consolidation,   including  those
     transactions entered into prior to the merger.

     The consolidated  financial  statements include the activity of the Company
     since January 1996, the date of RX Staffing began business operations.

5.   The Company's  consolidated  financial  statements have been prepared using
     generally  accepted  accounting  principles  applicable  to a going concern
     which contemplates the realization of assets and liquidation of liabilities
     in the  normal  course of  business.  However,  it  continues  to incur net
     operating losses and a deficit in cash flows which could impact its ability
     to continue as a going concern.  Management is working to reduce  expenses,
     negotiate  favorable  terms with creditors and to raise  additional  equity
     capital.  There can be no assurance  that the Company will be successful in
     its efforts to alleviate its liquidity problems.  The financial  statements
     do not include any  adjustments  that might result from the outcome of this
     uncertainty.

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

Certain Factors Pertaining to Forward Looking Statements

The statements  contained in this Form 10-QSB which are not historical facts are
forward-looking statements that involve a number of 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 that could cause actual  results of differ  materially are the risks and
uncertainties discussed in this Form 10-QSB and the uncertainties set forth from
time to time in the  Company's  other  public  reports  and  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 such  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 work
site employees.  In addition,  the Company offers certain specialty managed care


                                        7
<PAGE>
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 included elsewhere in this Form 10-QSB.

The Company's  revenues include all 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.

The Company's  primary  direct costs are (i)  salaries,  wages,  the  employer's
portion of social security,  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 items (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. The Company is insured under a large deductible
insurance  plan.  Workers'  compensation  costs for  fiscal  1997  also  include
reserves  for  claims  which  have  been  incurred  but  not  reported  and  for
anticipated loss development.

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.


                                        8
<PAGE>
Material Changes in Results of Operation

Rx Staffing, Inc. was organized in December,  1995, but did not begin conducting
business  until  January,  1996  following the  acquisition of certain assets of
CECI. Safety and Fatigue Consultants International, Inc. was organized in March,
1996, at which time it began to internally  develop programs and materials,  and
begin conducting marketing, sales and general business activities. The Institute
of Sleep and Neuroscreen did not begin business operations until August, 1996.

Results of Operation

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

<TABLE>
<CAPTION>

                                             Three                 Three                Nine                 Nine
                                            Months                Months               Months               Months
                                             Ended                 Ended                Ended                Ended
                                           March 31,             March 31,             March                March
                                             1997                  1996               31, 1997             31, 1996
                                        ---------------       ---------------      --------------       --------------
<S>                                     <C>                   <C>                  <C>                  <C>
Revenues                                         100.0 %              100.0 %            100.0 %               100.0 %
Direct cost                                       96.8                 93.1               93.4                  93.1
                                        ---------------       ---------------      --------------       --------------
Gross profit                                       3.2                  6.9                6.6                   6.9
                                        ---------------       ---------------      --------------       --------------
Expenses:
   Selling, general and
    administrative                                19.9                  7.7               15.7                  11.7
     Interest                                      0.8                  0.4                0.4                   0.6
            Total expenses                        20.7                  8.1               16.1                  12.3
                                        ---------------       ---------------      --------------       --------------
Operating income (loss)                          (17.4)                (1.2)              (9.6)                 (5.5)
Other income (loss)                                0.6                                      0.4
                                        ---------------       ---------------      --------------       --------------
Income (loss) before taxes                       (16.8)                (1.2)              (9.2)                 (5.5)
Provision for income taxes
                                        ---------------       ---------------      --------------       --------------
Net income (loss)                                (16.8)%               (1.2)%             (9.2)%                (5.5)%
                                        ===============       ===============      ==============       ==============
</TABLE>


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

Gross  Revenues.  Gross revenues from salaries,  wages,  workers'  compensation,
health care and employment  taxes of work site employees were $4,291,117 for the
three months ended March 31, 1997  compared to  $4,830,631  for the three months
ended March 31,  1996, a decrease of 11.1%.  The decrease in gross  revenues was
attributable to the loss of a large client in January,  1997. The average number
of worksite  employees  paid per month  during the three  months ended March 31,
1997 was 1,060 as  compared  to 1,042  during the three  months  ended March 31,
1996, while monthly revenue per worksite employee was  $4,046  during the  three


                                        9
<PAGE>
months ended March 31, 1997 as compared to $4,830  during the three months ended
March 31, 1996.

Gross  Profit.  Gross  profit was  $139,205 for the three months ended March 31,
1997  compared to $332,435 for the three months ended March 31, 1996, a decrease
of 107.8%. Gross margin for the two periods was 3.2%and 6.9%, respectively.  The
decrease in gross profit and gross margin was primarily attributable to the loss
of a large  client in January of 1997 which had  yielded a higher  than  average
administrative  fee.  Monthly  gross mark-up per worksite  employee  totaled $99
during the three months ended March 31, 1997 as compared to $98 during the three
months ended March 31, 1996.

Selling, General and Administrative Expense. Selling, general and administrative
expenses  ("S, G & A") were  $853,758  for the three months ended March 31, 1997
compared  to  $370,215  for the three  months  ended  March 31,  1996,  a 130.6%
increase.  As a percentage of sales, S, G & A increased from 7.7% to 19.9%.  The
increase  in S,  G & A in  absolute  terms  and as a  percentage  of  sales  was
attributable principally to the funding of SFCI.

Net Loss.  Net loss was  $721,287  for the three  months  ended  March 31,  1997
compared to $58,248 for the three months  ended March 31, 1996.  The increase in
loss  is  attributable  to  the  lower  gross  profit  and  increased  S,  G & A
experienced in the current quarter as compared to the prior period quarter. Loss
per share for the current  quarter and the prior  period  quarter  were $.02 and
$.01, respectively.

Nine Months Ended March 31, 1997 Compared to Nine Months Ended March 31, 1996

Gross  Revenues.  Gross revenues from salaries,  wages,  workers'  compensation,
health care and employment taxes of work site employees were $14,648,492 for the
nine  months  ended March 31, 1997  compared to  $4,830,631  for the nine months
ended March 31, 1996, an increase of 203.2%.  The increase was attributable to a
full nine months of  operations  in fiscal 1997 as compared to only three months
of operations for the fiscal 1996 period.

Gross Profit. Gross profit was $963,577 for the nine months ended March 31, 1997
compared to $332,435 for the nine months  ended March 31,  1997,  an increase of
189.9%. Gross profit was 6.6% of revenues for the fiscal 1997 period compared to
6.9% for the fiscal 1996  period.  The increase in gross  profits was  primarily
attributable  to operating for nine months in fiscal 1997 versus three months in
the prior fiscal period. The gross margin decreased was not material.

Selling,  General and Administrative  Expense.  S, G & A were $2,300,738 for the
nine months ended March 31, 1997  compared to $566,694 for the nine months ended
March 31, 1997, a 306.0%  increase.  As a percentage  of sales,  G & A increased
from  11.7% to  15.7%.  The  increase  in S, G & A in  absolute  terms  and as a
percentage  of sales  was  attributable  to the  increase  costs at RX  Staffing
attributable  to operating for nine months in fiscal 1997 versus three months in
the prior fiscal period, and the funding of SFCI.

Net Loss.  Net loss was  $1,346,534  for the nine  months  ended  March 31, 1997
compared to $263,727 for the nine months  ended March 31, 1996.  The increase in
loss  is  attributable  to  the  lower  gross  profit  and  increased  S,  G & A
experienced  in the current  fiscal year period as compared to the prior  fiscal
year period.


                                       10
<PAGE>
Loss per share for the  current  fiscal  year  period and the prior  fiscal year
period were $.04 and $.04, respectively.

Liquidity and Capital Resources

The Company had a cash balance of $208,270  and a deficit in working  capital of
$2,109,060  at March 31, 1997 compared to a cash balance of $2,963 and a deficit
in working  capital of $625,205 at June 30, 1996.  The increase in the Company's
working  capital  deficit was  attributable to the loss incurred during the nine
months ended March 31, 1997 and includes  $2,442,634 of payroll taxes payable in
July of 1997.

The Company's cash flows from operating  activities  were $451,113 in the fiscal
1997 period as compared to $433,241 for the fiscal 1996 period.  The decrease in
operating  cash flows during  fiscal 1997 reflects the loss for the period which
was offset principally by increases in payroll taxes payable.

Cash used in  investing  activities  totaled  $170,390 in the fiscal 1997 period
compared to $1,033,650 for the fiscal 1996 period.  Approximately $90,000 of the
cash used in  investing  activities  in fiscal  1997 and  $30,000 of the used in
investing in fiscal 1996 related to payments pursuant to a non-compete agreement
entered into in connection  with the acquisition of Rx. The balance of the funds
used in investing  activities in the fiscal 1997 period  related to purchases of
furniture and equipment and costs.

Cash flows from financing activities totaled $(48,416) for the nine months ended
March 31, 1997 as compared to cash used in financing  activities  of $601,458 in
the nine  months  ended March 31,  1997.  Cash flows from  financing  activities
during the nine months ended March 31, 1996 consisted of $100,000 of contributed
capital arising from the Rx acquisition and  approximately  $88,189 arising from
increases  in the  Company's  bank  overdraft.  The  use of  cash  in  financing
activities during fiscal 1997 reflects the net repayment of a loan in the amount
of $48,416.

At March 31,  1997,  the  Company's  principal  obligations,  other  than  those
relating  to  meeting  its  ongoing  working  capital  needs,   consisted  of  a
non-interest  bearing note payable in connection with the Company's  acquisition
of Rx. The note is unsecured  and provides for monthly  payments of $6,700 until
$1,068,000 has been paid. The note was originally recorded at a discounted value
of $533,650,  reflecting a 12% discount rate. The discounted balance of the note
payable at March 31, 1997 was $490,164.

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

While management is working to reduce expenses,  negotiate  favorable terms with
creditors and to raise additional equity capital, there can be no assurance that
the  Company  will be  successful  in its  efforts to  alleviate  its  liquidity
problems.  There is no commitment at present for any of these  options.  Without
the success of one of these options,  the Company does not have  sufficient cash
to satisfy its working capital requirements for the next twelve months.


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<PAGE>
                                   SIGNATURES


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


                                      OXFORD CAPITAL CORP.


Date:  October 31, 1997               By:  /s/ Robert Cheney
                                         ---------------------------------------
                                         Robert Cheney, Chairman and Principal
                                         Executive Officer


Date: October  31, 1997               By:  /s/ Jerry Stovall
                                         ---------------------------------------
                                         Jerry Stovall, Treasurer and Principal
                                         Financial Officer


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