SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1


(Mark One)

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

                For the quarterly period ended September 30, 1996

                                       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)


                                 (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 May 1, 1997,  33,064,284  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 Balance Sheets - September 30, 1996 and
             June 30, 1996..........................................      3

             Condensed Statements of Operations - For the three
             months ended September 30, 1996 and 1995...............      4

             Statements of Cash Flows - For the three
             months ended September 30, 1996 and 1995...............      5

            Notes to Condensed Financial Statements.................      6

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations...................      7

PART II - OTHER INFORMATION.........................................      8

SIGNATURES..........................................................      8


                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                              OXFORD CAPITAL CORP.
                                  Balance Sheet

                                            September 30,        June 30,
                                                 1996              1996
                                            -------------     --------------
ASSETS

Cash                                        $        918      $        1,398
Investment                                       125,000                   -
                                            ------------      --------------

Total Assets                                $    125,918      $        1,398
                                            ============      ==============

LIABILITIES AND STOCKHOLDER EQUITY

Current Liabilities

     Accounts Payable                      $    110,684       $      823,160
     Notes Payable                              150,000              189,879
                                           ------------       --------------

       Total current liabilities           $    260,684       $    1,013,039
                                           ------------       --------------

STOCKHOLDER EQUITY

Common stock, par value $.001,
  50,000,000 shares authorized,
  5,155,392 and 5,662,845 shares
  issued and outstanding respectively      $      5,663       $     5,155

Additional Paid-in-Capital                    1,297,750           349,753

Retained Earnings (deficit)                 (1,438,179)        (1,366,549)

       Total Stockholder Equity            $  (134,766)       $(1,011,641)
                                           -----------        -----------

Total Liabilities and Stockholder Equity       125,918              1,398
                                           ===========        ===========


      See accompanying notes to condensed consolidated financial statements


                                        3
<PAGE>
                              OXFORD CAPITAL CORP.
                             Statement of Operations

                                            Three Months Ended September 30,
                                               1996                1995
                                            ----------          ----------

Revenues                                    $        0          $        0
                                            ----------          ----------

Expenses
     General and Administrative             $   71,630          $  114,150
                                            ----------          ----------

Total Expenses                              $   71,630          $  114,150
                                            ----------          ----------

Net Income (loss) before Federal
     Income Tax                             $  (71,630)         $ (114,150)

Income Taxes                                         -                   -
                                            ----------          ----------

Net (loss)                                  $  (71,630)         $ (114,150)
                                            ==========          ==========

(Loss) per share                            $    (0.01)         $    (0.02)
                                            ----------          ----------

Average Share Outstanding                    5,347,786           5,155,392
                                            ==========          ==========


      See accompanying notes to condensed consolidated financial statements


                                        4
<PAGE>
                              OXFORD CAPITAL CORP.
                             Statement of Cash Flows

                                              Three Months Ended September 30,
                                                   1996             1995
                                                ---------        ----------
Cash Flows From Operating Activities

     Net loss                                   $ (71,630)       $(114,150)
     Adjustments to reconcile net loss
       in net cash provided by (used in)
       operating activities
          Increase in accounts payable             46,150           78,679
          Increase in notes payable                                 34,679
                                                ---------        ---------

Net cash provided by (used in) operating
     activities                                 $ (25,480)       $    (792)
                                                ---------        ---------

Cash Flows From Investing Activities

     Increase in Investments                    $(125,000)       $       -
                                                ---------        ---------

Net cash used in investing activities           $(125,000)       $       -
                                                ---------        ---------

Net Cash Provided By Financing Activities

     Issuance of Promissory Note                $ 150,000        $       -
                                                ---------        ---------

Net Cash Provided by Financing Activities       $ 150,000        $       -
                                                ---------        ---------

Net Increase (Decrease) in Cash                 $    (480)       $    (792)

Cash Balance at Beginning of Period                 1,398            1,072
                                                ---------        ---------

Cash Balance at End of Period                   $     918        $     280
                                                ---------        ---------

NON-CASH TRANSACTIONS

Issuance of Shares for Accounts Payable         $  758,626               -
Issuance of Shares for Promissory Notes            189,879               -


      See accompanying notes to condensed consolidated financial statements


                                        5
<PAGE>
                              OXFORD CAPITAL CORP.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1996


1.   The interim financial  statements are prepared pursuant to the requirements
     for  reporting  on Form 10-QSB.  The June 30, 1996  balance  sheet data was
     derived  from  audited  financial  statements  but  does  not  include  all
     disclosures  required by  generally  accepted  accounting  principles.  The
     interim   financial   statements  and  notes  thereto  should  be  read  in
     conjunction with the financial  statements and footnotes  thereto including
     in the Company's report on Form 10-KSB for the year ended June 30, 1996. In
     the opinion of management,  the interim  financial  statements  reflect all
     adjustments of a normal  recurring nature necessary for a fair statement of
     the results  for the interim  periods  presented.  Accordingly,  the future
     operating results and capital needs of the Company will vary  substantially
     from the  historical  operations  and needs of the Company and will conform
     substantially to the historical operations and needs of Rx and SFCI.


                                        6
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Material Changes in Results of Operations

     Revenues.  The  Company had no revenue  for either the three  months  ended
September 30, 1996 or the corresponding period of the prior year.

     General and Administrative  Expenses.  General and administrative  expenses
were  $71,630 for the three  months  ended  September  30,  1996,  a decrease of
$42,520 or 37.2% from the  $114,150  for the  corresponding  period of the prior
year.  This reduction is principally  attributable  to a reduction in consulting
fees,  office  expenses  and travel.  Because of this  reduction in expenses the
Company's net loss decreased by a corresponding amount.

Liquidity and Capital Resources

     The  Company's  primary  liquidity  needs are to fund its overhead  until a
suitable  acquisition  can be found.  The  Company has  historically  funded its
working capital needs through a combination of equity, debentures and loans from
officers and affiliates.

     Net cash provided by operating  activities was $(25,480) and $(792) for the
three months ended September 30, 1996 and 1995 respectively. Net cash flows from
the Company's operating  activities are attributable to the Company's income and
change in operating assets and liabilities.

     Net cash used in  investing  activities  was  $125,000 and $0 for the three
months ended  September  30, 1996 and 1995  respectively  as the Company made an
equity investment in a company it has agreed to acquire.

     Net cash provided by financing activities was $150,000 and $0 for the three
months ended September 30, 1996 and 1995 respectively. In the three months ended
September 30, 1996, the Company issued $150,000 of promissory notes.

     The  Company's  ability to survive is  dependent  on its  ability to borrow
additional  funds from its officer,  affiliates,  or third  parties to acquire a
profitable  operating company through the issuance of stock. 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.

     Pursuant to the Company's ongoing efforts to identify an operating business
to  acquire  or merge  with,  on October 1,  1996,  the  Company  completed  its
acquisition  of Rx  Staffing,  Inc.  ("Rx")  and  Safety &  Fatigue  Consultants
International,  Inc.  ("SFCI").  Under the terms of the Agreement(s) the Company
received 100% of the issued and outstanding shares of Rx for 4,108,601 shares of
authorized but previously unissued common stock, par value $.001, of the Company
and 232,930  warrants with an exercise price of $2.00 and 232,930  warrants with
an exercise  price of $3.00.  The warrants are  exercisable  for a period of two
years from the date of the closing.  The Company received 100% of the issued and
outstanding  shares of SFCI common  stock in exchange for  23,293,005  shares of
authorized  but  previously  unissued  common  stock,  par value  $.001,  of the
Company,  and  931,720  warrants  with an  exercise  price of $2.00 and  931,720
warrants with and exercise price of $3.00.  The warrants are  exercisable  for a
period of two years from the date of the  closing.  Subsequent  to the  closing,
these shareholders represent a controlling interest in the Company.


                                        7
<PAGE>
                           PART II - OTHER INFORMATION

     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 22, 1997                        By:  /s/ Robert Cheney
                                              ----------------------------------
                                                Robert Cheney, President


                                           By:  /s/ Beth A. Rich
                                              ----------------------------------
                                               Beth A .Rich, Secretary/Treasurer


                                        8