SECURITIES AND EXCHANGE COMMISSIONWashington, 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 September 30, 1998
 
                                       OR

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

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

                          Commission File No. 2-98747-D


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

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

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

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

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

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

     As of January 15,  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 - September 30, 1998 
          and June 30, 1998..............................................      3

         Consolidated Statements of Operations - For the three
         months ended September 30, 1998 and 1997........................      5

         Consolidated Statements of Cash Flows - For the three months
         ended September 30, 1998 and 1997 ..............................      6

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

 Item 2. Management's Discussion and Analysis of Financial Condition
         and Results  of Operations......................................     10

PART II - OTHER INFORMATION

 Item 3. Defaults Upon Senior Securities.................................     14
 Item 6. Exhibits and Reports on Form 8-K................................     14

SIGNATURES...............................................................     15

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                                             September 30, 1998    June 30, 1998
                                             ------------------    -------------
Assets

Current assets:
   Cash                                          $   554,334        $    47,488
   Accrued payroll receivable                      1,542,810          2,313,668
   Accounts receivable, net                          466,904            610,476
   Prepaid expenses and other assets                 302,571             64,194
   Net assets of discontinued operations and
         assets held for disposition                  32,325             32,325
                                                   ---------          ---------
Total current assets                               2,898,944          3,068,151
                                                   ---------          ---------
Furniture, fixtures and equipment, net               420,102            427,119
                                                   ---------          ---------
Other assets:
  Goodwill, net                                    4,982,377          5,122,589
  Covenant not to compete, net                        16,991             31,991
  Receivable from related party                       51,888            124,388
                                                   ---------          ---------
Total other assets                                 5,051,256          5,278,968
                                                   ---------          ---------
Total assets                                     $ 8,370,302        $ 8,774,238
                                                   =========          =========


                        See Notes to Financial Statements


                                       3
<PAGE>

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

                                               September 30, 1998  June 30, 1998
                                               ------------------  -------------
Liabilities and Shareholders' Equity

Current liabilities
   Bank overdraft                                 $   91,996       $    201,497
   Accrued payroll payable                         1,526,482          2,246,288
   Accounts payable - trade                          488,939            232,099
   Accrued expenses                                2,955,629          1,867,419
   Payroll taxes payable                           4,248,349          4,922,187
   Payable to related parties                        816,513            733,311
   Current portion of capital lease                    5,362              5,150
   Current portion of long-term debt                  68,921             23,215
   Notes payable                                   4,637,113          4,696,836
                                                  ----------         ----------
Total current liabilities                         14,839,304         14,928,002
                                                  ----------         ----------
Long-term debt
   Capital lease                                      11,131             12,343
   Other obligation                                  459,076            463,739
                                                  ----------         ----------
Total liabilities                                 15,309,511         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                                (8,342,748)        (8,033,385)
                                                  ----------          ----------
Total shareholders' equity                        (6,939,209)        (6,629,846)
                                                  ----------          ----------
Total liabilities and shareholders' equity       $ 8,370,302        $ 8,774,238
                                                  ==========          ==========
                                        


                        See Notes to Financial Statements


                                       4
<PAGE>


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

                                                             Three Months  
                                                        Ended September 30,
                                                      -----------------------
                                                      1998               1997
                                                      ----               ----
Revenues  
    Management fees                              $     90,000      $    279,767
    Employee leasing revenues                      26,182,482         7,941,810
                                                   ----------         ---------
Total revenues                                     26,272,482         8,221,577

Cost of revenues                                   24,952,471         7,690,836
                                                   ----------         ---------
Gross profit                                        1,320,011           530,741

General and administrative                            932,212           709,222
Sales and marketing                                   323,086           107,450
                                                   ----------         ---------
                                                       64,713          (285,931)

Amortization                                          155,222            36,614
Depreciation                                           39,622            11,043
IRS penalties and interest                             75,000           158,536
Interest                                              104,232            31,032
                                                   ----------         ---------
Loss from continuing operations                      (309,363)         (523,156)

Income tax expense                                         0                 0
                                                   ----------         ---------
Net loss from continuing operations                  (309,363)         (523,156)

Loss from discontinued operations                          0           (173,017)
                                                   ----------         ---------
Net loss                                         $   (309,363)     $   (696,173)
                                                   ==========         =========
Weighted average shares outstanding                10,334,668        33,064,284
                                                   ==========         =========
Basic loss per share                             $      (0.03)     $      (0.02)
                                                   ==========         =========


                        See Notes to Financial Statements


                                       5
<PAGE>


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

                                                Three Months Ended September 30,
                                                --------------------------------
                                                       1998            1997    
                                                ----------------  --------------
Cash Flow From Operating Activities:
Net Loss                                           $ (309,363)     $ (696,173)
Adjustments to reconcile net loss with net
cash provided by (used in) operating activities
  Depreciation and amortization                       194,844          47,657
  Inventory write-down                                      -          53,495
  (Increase) decrease in:
        Accrued payroll receivable                    770,858         415,860
        Accounts receivable                           143,572       (657,509)
        Accounts receivable - related party            72,500          34,667
        Prepaid expenses                            (238,377)        (60,197)
  Increase (decrease) in:
        Accounts payable - trade                      256,840          55,294
        Accrued payroll                             (719,806)          16,205
        Accrued expenses                            1,088,210         260,530
        Payroll taxes payable                       (673,838)         276,086
        Payable to related parties                     83,202         234,952
                                                    ---------        ---------
Net cash provided by operating activities             668,641        (19,132)
                                                    ---------        ---------
Cash Flows From Investing Activities:
     Purchases of furniture and equipment            (32,616)        (19,804)
     Increase in deferred acquisition costs                 -        (20,000)
     Decrease in accounts receivable - Crest                -          13,917
                                                    ---------        ---------
Net cash (used in) investing activities              (32,616)        (25,887)
                                                    ---------        ---------
Cash Flows From Financing Activities:
    Increase (decrease) in bank overdraft           (109,501)        (73,226)
    Reduction of debt                                (19,678)        (12,599)
                                                    ---------        ---------
Net cash (used in) investing activities             (129,179)        (85,825)
                                                    ---------        ---------
Increase in cash                                      506,846       (130,844)

Beginning cash                                         47,488         437,410
                                                    ---------        ---------
Ending cash                                      $    554,334    $    306,566
                                                    =========        =========

                        See Notes to Financial Statements


                                       6
<PAGE>


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

                                                Three Months Ended September 30,
                                                --------------------------------
                                                    1998               1997
                                                -------------     --------------
Supplemental disclosures of cash flow 
  information

  Interest paid                                $    11,459            $   12,425
                                                ==========             =========
  Income tax paid                              $         0            $        0
                                                ==========             =========

Non cash investing and financing activities

  Purchase of goodwill by issuance
  of short-term and long-term debt             $         0            $4,460,102
                                                ==========             =========
  Purchase of furniture and equipment by 
   issuance of long-term debt                  $         0            $  127,379
                                                ==========             =========








                        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.   PRO FORMA INFORMATION

     During fiscal 1998, Oxford expanded its employee leasing operations through
     the acquisitions of (1) PRC Enterprises, Inc. ("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
     through a management  arrangement with United Staffing Corporation ("USC").
     In  addition  to  the  aforementioned   acquisitions  during  fiscal  1997,
     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 month  period  September  30, 1997 as a loss from
     discontinued operations.

     The following unaudited pro forma financial information gives effect to the
     combined  historical  results of operations of the Company,  PRC, Crest and
     Webster for the three months ended September 30, 1997, and assumes that the
     acquisitions had been effective as of the beginning of such period. The pro
     forma  information is not indicative of the actual results which would have
     occurred had the  acquisitions  been  consummated  at the beginning of such
     period,  or of future  operations of the Company.  The pro forma  financial
     information  is based on the  purchase  method of  accounting  and reflects
     adjustments  to eliminate  non-recurring  expenses,  to amortize the excess
     purchase  price  over the  underlying  value of net  assets  and to reflect
     additional interest expense.

                  Revenue                $  26,250,519
                  Net Loss               $    (586,204)
                  Loss Per Share         $       (0.02)

                                       8
<PAGE>

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

3.   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 $4 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.
     Management  believes that the Company has good defenses and offsets against
     the claim and is vigorously contesting the matter.

     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.



                                       9
<PAGE>

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

Certain Factors Pertaining to Forward Looking Statements

     The  statements  contained  herein  which  are  not  historical  facts  are
forward-looking  statements  that involve various risks and  uncertainties.  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

Three months ended  September 30, 1998 compared to three months ended  September
30, 1997
 
     The  following  table  sets  forth,  for the  period=s  indicated,  certain
selected  income  statement  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 September 30,
                                             --------------------------------
                                               1997                    1998  
                                             --------                -------- 
Employee leasing revenue.................      99.7%                   96.6%
Management fees..........................       0.3                     3.4
                                             -------                 -------
Total revenues...........................     100.0                   100.0
Direct cost..............................      95.0                    93.5
                                             -------                 -------
Gross profit.............................       5.0                     6.5
General and administrative expense.......       3.6                     8.6
Sales and marketing expense..............       1.2                     1.3
                                             -------                 -------
Other expenses (net).....................      (1.4)                   (2.9)
Loss from discontinued operations........      (0.0)                   (2.1)
                                             -------                 -------
Net loss.................................      (1.2)                   (8.5)
                                             =======                 =======



                                       10
<PAGE>

     Revenues. Total revenues for the three months ended September 30, 1998 were
$26.3 million  compared to $8.2 million for the three months ended September 30,
1997,  an  increase  of $18.1  million,  or 219.6%.  Employee  leasing  revenues
increased by 229.7% from $7.9 million in the three  months ended  September  30,
1997 to $26.2 million in three months ended September 30, 1998.  Management fees
decreased from $0.3 million in the three months ended September 30, 1997 to $0.1
million for three months ended September 30, 1998.

     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 $24.9  million of employee  leasing  revenues  during the fiscal
1999 period compared to $3.0 million of employee leasing revenues of PRC for one
month only included in the fiscal 1998 period. Partially offsetting the increase
in employee  leasing  revenues  attributable to acquisitions  was a $3.6 million
decrease  in  employee  leasing  revenues  during the fiscal  1999  period of Rx
Staffing which was attributable to the termination (because of excessive workers
compensation  losses and a high incident of State unemployment  claims),  during
fiscal 1998 period of one client which  accounted  for  approximately  25% of Rx
Staffing=s  business in the fiscal 1998 period.  The lower  management fee total
for the three  months ended  September  30, 1998 as compared to the three months
ended  September  30, 1997, 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.

     The average  number of worksite  employees  paid per month during the three
months ended September 30, 1998 period was 4,620 as compared to 1,603 during the
three  months  ended  September  30, 1997,  while  monthly  revenue per worksite
employee was $1,869  during the fiscal 1999 period as compared to $1,651  during
the fiscal 1998 period.

     On a pro forma basis,  assuming the  acquisitions of PRC, Crest and Webster
as of July 1, 1997, total revenues for the three months ended September 30, 1997
amounted to $26.3 million. Actual revenues for the current period were unchanged
versus the fiscal 1998 period pro forma revenue,  principally reflecting the net
increase in PRC employee  leasing revenue of $4.2 million,  offset by a decrease
in Rx  Staffing  and Crest  employee  leasing  revenue of $3.6  million and $0.4
million, respectively.

     Gross  Profit.  Gross profit  amounted to $1.3 million for the three months
ended  September  30, 1998  compared to $0.5  million for the three months ended
September  30, 1997,  an increase of $0.8  million,  or 148.7%.  The increase in
gross profit was primarily  attributable  to the  acquisition  of PRC, Crest and
Webster  during  fiscal  1998,  partially  offset  by a  $0.3  million  decrease
resulting from the aforementioned decline in Rx Staffing revenues.  Gross margin
was 5.0% of revenues  during the fiscal 1998 period  compared to 6.4% during the
fiscal  1997  period.  The  decrease  in gross  margin  during  fiscal  1998 was
principally  attributable  to the lower gross  margin of 4.7%  generated by PRC.

     Monthly gross mark-up per worksite  employee  averaged $94 during the three
months ended  September  30,  1998,  as compared to $110 during the three months
ended September 30, 1997.



                                       11
<PAGE>

     General and Administrative  Expense.  General and  administrative  expenses
("G&A")  totaled $0.9 million for the three  months  ended  September  30, 1998,
compared to $0.7  million for the three  months ended  September  30,  1997,  an
increase  of $0.2  million,  or  31.4%.  The  increase  in G&A  was  principally
attributable to the  acquisitions of PRC, Crest and Webster and 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  7.4%  to  5.0%,  attributable  to  efficiencies
associated with operating on a larger scale.

     Sales and Marketing Expense.  Sales and marketing expenses amounted to $0.3
million for the three months ended September 30, 1998,  compared to $0.1 million
for the three months ended  September 30, 1997, an increase of $0.2 million,  or
200.7%.  The increase in sales and  marketing  expense was  attributable  to the
acquisition of PRC, Crest and Webster and  associated  costs of supporting  such
operations.  As a percentage of revenues,  sales and marketing expense decreased
by an insignificant amount, from 1.3% to 1.2%.

     Other Expense (Net).  Other expenses were $0.4 million for the three months
ended  September  30, 1998,  compared to $0.2 million for the three months ended
September  30,  1997.  The  increase  is  principally   attributable  to  higher
amortization  expense  ($0.1  million) for goodwill and interest  expense  ($0.1
million) for debt arising in connection  with the  aforementioned  acquisitions,
offset by lower IRS penalties and interest charges.

     Loss  from  Discontinued  Operations.  The  Company  recorded  a loss  from
discontinued operations of $0.2 million for the three months ended September 30,
1997. The loss from discontinued  operations relates to the termination,  during
fiscal 1998, of the operations of SFCI.

     Net Loss.  The  Company  reported a net loss of $0.3  million for the three
months ended  September 30, 1998,  compared to $0.7 million for the three months
ended September 30, 1997.

     On a pro forma basis,  assuming the  acquisitions of PRC, Crest and Webster
as of July 1, 1997, the net loss during the fiscal 1998 period  amounted to $0.6
million.  The $0.3 million  reduction in the actual net loss for the three month
period  ended  September  30,  1998  compared  to the  pro  forma  net  loss  is
principally  attributable to the Company's efforts to terminate client contracts
that do not meet its profitability criteria, offset by greater levels of certain
expenses  incurred  in the  1998  period,  such  as  professional  fees  and IRS
penalties and interest.

Seasonality, Inflation and Quarterly Fluctuations

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


                                       12
<PAGE>

Liquidity and Capital Resources

     The  Company  had cash of  $554,334  and a deficit  in  working  capital of
$11,905,898  at September  30,  1998,  compared to a cash balance of $47,488 and
working  capital  deficit of  $11,735,463  at June 30, 1998. The increase in the
cash balance at  September  30, 1998,  compared to  September  30, 1997,  is the
result of the timing of payment of certain accrued  liabilities such as workers=
compensation  premiums. The increase in the Company's working capital deficit is
principally attributable to the loss incurred during the period and increases in
accounts payable and accrued expenses and decreases in annual payroll receivable
and accounts receivable-clients,  offset by decreases in accrued payroll payable
and payroll taxes payable.

     Cash flows provided by (used in) operating activities were $668,642 for the
three  months  ended  September  30,  1998  as  compared  to  ($19,132)  for the
corresponding  period of the prior year.  This change resulted from decreases in
net  loss,  accrued  payroll  receivable  and  accounts  receivable-clients  and
increases  in accounts  payable and accrued  expenses,  offset by an increase in
prepaid  expenses and  decreases in accrued  payroll  payable and payroll  taxes
payable.

     Cash used in  investing  activities  totaled  $32,617 for the three  months
ended  September  30, 1998 as compared  to $25,887  for the three  months  ended
September 30, 1997. The change resulted  principally from increased purchases of
furniture and equipment during the current period.

     Cash used in financing  activities  was $129,179 for the three months ended
September 30, 1998 compared to $85,826 for the three months ended  September 30,
1997. Cash used in financing  activities during each period consisted  primarily
of a decrease in the Company's bank overdraft position.

     At September 30, 1998,  the  Company's  principal  obligations,  other than
those relating to meeting its ongoing working capital needs,  consisted of (1) a
non-interest  bearing note payable in connection with the Company's  acquisition
of Rx Staffing,  (2) a note payable in connection  with the  acquisition of PRC,
and (3) a note payable in connection with the acquisition of Crest.

     At September  30,  1998,  the  discounted  balance of the note payable with
regard to the Rx Staffing  acquisition  was $460,000 and the balance of the note
payable with regard to the Crest  acquisition  was  $137,112.  As of January 15,
1999,  the Company was in default under the terms of the notes payable  relating
to the acquisitions of both PRC and Crest. Notice of intent to foreclose the PRC
note has been given and  negotiations  are  presently  ongoing  with  respect to
curing the default.

     Additionally,  at September 30, 1998, 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.


                                       13
<PAGE>


     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 the
former  shareholders  of PRC to secure  more  favorable  terms  with  respect to
payment of amounts owed to such  creditors.  Absent an agreement in that regard,
the former  shareholders of PRC may foreclose on their security interest and the
Company  would lose its  ownership  interest in PRC and the IRS may levy against
assets of the Company to satisfy delinquent payroll tax obligations.

                           PART II - OTHER INFORMATION

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 January 15, 1999.
The event of  default  was the  Company's  failure  to make the  initial  annual
principal and interest payment of approximately $480,000 due September 30, 1998.
The note is  collateralized  by  shares  of PRC  stock,  bears  interest  at 8%,
requires  annual  payments of  principal  and interest in an amount equal to the
greater of $450,000 or 30% of the gross profits of PRC, and requires  payment of
unpaid  principal and interest in September  2000.  Notice has been given by the
holders of their intent to foreclose.  Negotiations  are presently  ongoing with
respect to curing the default on the note.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          27.1 Financial Data Schedule

     (b)  Reports on Form 8-K

          None



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                                   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: February 5 ,1999                        By: /s/ Robert Cheney
                                                  ---------------------------
                                                  Robert Cheney, Chairman and
                                                  Principal Executive Officer


Date: February 5,1999                        By:  /s/ Jerry Stovall
                                                  ----------------------------
                                                  Jerry Stovall, Treasurer and
                                                  Principal Financial Officer