UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                    FORM 10-Q/A
                                 (Amendment No. 1)

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

                     For the quarterly period ended March 31, 2008

                                         Or

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

                       Commission File Number: 0-49854

                           OXFORD TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
         (Exact name of registrant as specified in its charter)

                    DELAWARE                            04-3615974
--------------------------------------------------------------------------------
      (State or other jurisdiction of       (I.R.S. Employer
  incorporation or organization)                         Identification No.)

80 WALL STREET, SUITE 818, NEW YORK, NEW YORK             10005
--------------------------------------------------------------------------------
   (Address of principal executive offices)             (Zip Code)

                                  (212) 809-1200
--------------------------------------------------------------------------------
               (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                                COMMON STOCK, $.0001 PAR VALUE
--------------------------------------------------------------------------------
                                     (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non- accelerated filer.  See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

  Large accelerated filer  [ ]       Accelerated filer             [ ]
  Non Accelerated filer    [ ]       Smaller Reporting Company     [X]

Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).     Yes [ ]     No    [X]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant's most recently completed second fiscal
quarter:  There is no trading market for the registrant's securities.
Accordingly, no estimate as to the market value can be made.

State the number of shares outstanding of each of the issuer's classes of common
equity:  As of May 14, 2008, 18,564,002 shares of common stock were outstanding.




                             EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this "Amendment") amends the Company's
quarterly report on Form 10-Q for the quarter ended March 31, 2008, which was
originally filed with the Securities and Exchange Commission on May 16, 2008
(the "Original Filing").

Due to a revaluation being made on the buildings of the Company's subsidiary,
Axiom Manufacturing Services Ltd. ("Axiom"), and included in the asset figure,
as well as an adjustment made to Axiom's tax figure and the addition of an
asset, being leased from February 2008, the Company has restated its financial
statements for the quarter ended March 31, 2008 and recorded the new balances.
Except as set forth in the immediately preceding sentence, this Amendment No. 1
does not alter or restate any of the information set forth in the Original
Filing.

This Amendment No. 1 continues to speak as of the date of the Form 10-Q filed
on May 16, 2008 and we have not updated the disclosures contained herein to
reflect events that have occurred since the filing of the Original Filing.
Accordingly, this Amendment No. 1 should be read in conjunction with our other
filings, if any, made with the Commission subsequent to the filing of the
Original Filing.

As required, currently-dated certifications from the Company's Principal
Executive and Principal Financial Officer have been included as exhibits to this
Amendment.






                           OXFORD TECHNOLOGIES, INC.



                              Table of Contents



                                                                           Pages
                                                                           -----
                       Part I.  Financial Information


Item1.  Financial Statements

  Condensed Consolidated Balance Sheets............................         4-5
  Condensed Consolidated Statements of Operations
    and Comprehensive Income (Loss) (Unaudited)....................           6
  Condensed Consolidated Statements of Cash Flows (Unaudited)......           7
  Notes to Condensed Consolidated Financial Statements (Unaudited).           9

Item 2. Management's Discussion and Analysis or Plan of Operation..          14

Item 3. Quantitative and Qualitative Disclosure about Market Risk..          18

Item 4. Controls and Procedures....................................          18


                       Part II.   Other Information


Item 1.  Legal Proceedings.........................................          20
Item 1A  Risk Factors..............................................          20
Item 2.  Changes in Securities.....................................          20
Item 3.  Defaults upon Senior Securities...........................          20
Item 4.  Submission of Matters to a Vote of Security Holders.......          20
Item 5.  Other Information.........................................          20
Item 6.  Exhibits and Reports on Form 8-K..........................          20

Signatures.........................................................          22









Item 1.  Financial Statements





                                  OXFORD TECHNOLOGIES, INC.
                           CONDENSED CONSOLIDATED BALANCE SHEETS
                                      (Unaudited)

<TABLE>
<CAPTION>


                                      ASSETS

                                                                   March 31,       December 31
                                                                     2008            2007
                                                               ---------------  ---------------
                                                                   US $'000         US $'000
                                                                  (Restated)

                                                                   <c>             <c>
Current assets:
Cash and cash equivalents.................................      $        162      $        213
Accounts receivable, net of allowance for
  doubtful accounts of $ nil as of Mar 31, 2008
  and Dec. 31 2007 respectively...........................             8,900             8,424
Inventory.................................................             6,635             5,951
Other current assets......................................               652               394
                                                                -------------    --------------
     Total Current Assets.................................            16,349            14,982

Property and equipment, net of accumulated depreciation
 of $34,007 and $33,687 as of March 31, 2008 and
 December 31, 2007, respectively..........................            13,996            12,857

Other long term assets
Deferred taxation, non-current portion....................               284               284
Security Deposits.........................................                54                54
                                                                -------------   ---------------
Total Assets..............................................      $     30,683     $      28,177
                                                                =============   ===============



                              LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
Checks drawn in excess of bank balance....................       $     5,318      $      3,844
Accounts payable..........................................             4,174             3,336
Accounts payable, related party...........................               178               179
Capital leases, current portion...........................               161               198
Taxes payable.............................................               336               592
Accrued expenses and other payables.......................             1,033               459
Deferred income-grant, current portion....................                95               556
Deferred income-rent, current portion.....................               266               532
                                                                 ------------     -------------
     Total Current Liabilities............................            11,561             9,696

Long-term Liabilities:
Deferred income, non-current portion......................             1,036               671
Capital leases, non-current portion.......................               490               488
                                                                 ------------     -------------
     Total Long-term Liabilities..........................             1,526             1,159

Total Liabilities.........................................            13,087            10,855

Stockholders' Equity:
Preferred stock, $.0001 par value, 20,000,000 shares
  authorized, none issued and outstanding.................                 -                 -
Common stock, $.0001 par value, 80,000,000 shares
  authorized, 18,564,002 shares issued and outstanding....                 2                 2
Additional paid in capital................................            33,377            33,377
Accumulated other comprehensive income....................                46                37
Accumulated deficit.......................................          (15,829)          (16,094)
                                                                -------------      ------------
Total Stockholders' Equity................................            17,596            17,322
                                                                -------------      ------------
     Total Liabilities & Stockholders' Equity.............       $    30,683       $    28,177
                                                                =============      ============





The accompanying notes are an integral part of the condensed consolidated financial statements.


</TABLE>






                                  OXFORD TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                               AND COMPREHENSIVE INCOME (LOSS)
                                        (UNAUDITED)

<TABLE>
<CAPTION>




                                                            Three-Months Ended March 31,
                                                     --------------------------------------
                                                              2008                2007
                                                     -------------------   ----------------
(Dollars in thousands except per share data)                 US$'000            US$'000
                                                            (Restated)


                                                           <c>                 <c>

Net Sales.........................................       $        9,195     $        8,725
Cost of Sales.....................................              (7,953)            (7,730)
                                                        ----------------   ----------------
Gross Profit......................................                1,242                995

Operating Expenses
Selling, general and administrative...............                1,302              1,188
                                                        ----------------   ----------------
Operating Income/ (Loss)..........................                 (60)              (193)

Other Income and Expenses
Rental income.....................................                 289                 296
Economic development grant........................                  96                 137
Interest income...................................                  20                  12
Interest expense..................................                (79)                (40)
                                                         ---------------    ---------------
Net Income before income tax benefit/(charge).....                 266                 212

Income tax benefit/ (liability)...................                   -                   -
                                                         ---------------    ---------------
Net Income........................................                 266                 212

Foreign currency translation adjustment...........                   9                 195
                                                         ---------------    ---------------
Comprehensive Income (loss).......................        $        257        $         17
                                                         ===============    ===============


Basic and diluted income per share................        $       0.01        $       0.01
                                                         ===============    ===============
Weighted average common shares outstanding........              18,564              18,564
                                                         ===============    ===============




The accompanying notes are an integral part of the condensed consolidated financial statements.

</TABLE>








                               OXFORD TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


<TABLE>
<CAPTION>


                                                           Three-Months Ended March 31,
                                                        ----------------------------------
                                                              2008             2007
                                                        ----------------  ----------------
                                                             US $'000         US $'000
                                                            (Restated)

                                                             <c>              <c>

Cash Flows from Operating Activities:
Net Income............................................     $         266     $         212
Adjustments to reconcile net income to net cash
 Provided by (used in) operating activities:
  Depreciation and amortization.......................               300               247
  Amortization of grant received......................              (95)             (137)

Changes in operating assets and liabilities:
 Accounts receivable..................................             (473)           (2,672)
 Inventory............................................             (681)             (441)
 Other assets.........................................             (256)                81
 Accounts payable.....................................               834               733
 Taxes payable........................................             (256)              (67)
 Accrued expenses and other payable...................               574             (156)
 Deferred income - rent...............................             (266)                 -
                                                           --------------     -------------
     Cash used in operating activities................              (53)           (2,200)

Cash Flows from Investing Activities:
Purchase of property and equipment....................           (1,410)              (88)
                                                           --------------    --------------
     Cash used in investing activities................           (1,410)              (88)

Cash Flows from Financing Activities:
Changes in checks in excess of bank balance...........             1,473             2,344
Principal Payments on capital leases..................              (58)             (114)
Payments from RP payable..............................               (2)                 -
Repayment from note payable...........................                 -              (35)
                                                           --------------    --------------
     Cash provided by financing activities............             1,413             2,195

Effect of exchange rate changes on cash...............                 1               (7)
                                                           --------------    --------------
Increase (Decrease) in cash and cash equivalents......              (49)             (100)
Cash and Cash Equivalents, Beginning..................               213               165
                                                           --------------    --------------
Cash and Cash Equivalents, Ending.....................      $        162     $          65
                                                           ==============    =============


Supplemental Disclosure of Cash Flow Information:

Cash paid for interest................................      $         30     $          30
                                                           ==============    =============
Cash paid on income taxes.............................      $          -     $           -
                                                           ==============    =============

Non-cash Investing & Financing Activities:

Equipment obtained under capital lease obligation.....      $        379     $          33
                                                           ==============    ==============
Equipment obtained under 100% debt financing..........      $          -     $         213
                                                           ==============    ==============



The accompanying notes are an integral part of the condensed consolidated financial statements.


</TABLE>








                              OXFORD TECHNOLOGIES INC

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 March 31, 2008




1. NATURE OF OPERATIONS

Oxford Technologies, Inc. (the "Company") and its subsidiary, Axiom
Manufacturing Services Limited ("Axiom") provide electronic manufacturing
services (EMS) to third parties in the following market sectors: computers and
related products, industrial control equipment, testing and instrumentation
products and medical devices. Axiom offers its customers a comprehensive
integrated design and manufacturing service from initial design to volume
production, direct order fulfilment and aftermarket support. The Company's
customer base is primarily in the United Kingdom.

The Company was incorporated in the State of Delaware on March 8, 2002. On
February 12, 2003, the Company acquired Axiom by issuing 13,564,002 shares of
its common stock in exchange for all issued and outstanding capital shares of
Axiom owned by Great Admirer Limited ("Great Admirer"), a Hong Kong Corporation.
The Company as the legal acquirer was the registrant on that date and remains
the registrant with the Securities and Exchange Commission. The merger was
accounted for as a reverse acquisition under accounting principles generally
accepted in the United States of America. As a result of the acquisition, Axiom
became the Company's wholly owned subsidiary and Great Admirer became the
controlling shareholder of the Company. The continuing operations of the Company
will reflect the consolidated operations of Oxford and its wholly owned
subsidiary, Axiom.

At the time Great Admirer acquired Axiom in April 2002; Great Admirer was a non-
operating shell company and incurred minimal costs to acquire Axiom. Therefore
no costs incurred by Axiom were recorded in the accounts of Axiom.

Axiom's principal office and manufacturing facility is located at Technology
Park, Newbridge, South Wales, United Kingdom. Axiom is the owner of the above
mentioned facility.

Axiom was incorporated in South Wales, United Kingdom on September 3, 1980,
under the name of Aiwa (UK) Limited, with the Company subsequently being renamed
Axiom Manufacturing Services Limited on April 10, 2002.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statement Presentation - The accompanying unaudited condensed
consolidated financial statements have been prepared by the Company in
accordance with accounting principles generally accepted in the United States of
America for interim financial information. Accordingly they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States of America for full year financial statements. In
the opinion of management, all adjustments considered necessary for a fair
presentation have been included and are of a normal, recurring nature. Operating
results for the three months ended March 31, 2008 and 2008 are not necessarily
indicative of the results that may be accepted for the year ending December 31,
2008. These financial statements and notes included herein should be read in
conjunction with the company's audited consolidated financial statements and the
notes thereto that are included in the Company's annual report on Form 10-K for
the year ended December 31, 2007.

Principles of Consolidation - These financial statements include the accounts of
the company and its wholly-owned subsidiary Axiom. All inter-company balances
and transactions have been eliminated.

Net Income/(Loss) Per Common Share - Basic net income/(loss) per share of common
stock is calculated by dividing the net income/(loss) by the weighted average
number of shares of common stock outstanding during the period.

Foreign Currency Translation - The functional currency of the Company's
operations in the UK is the British Pound Sterling. The financial statements of
the Company were translated to US dollars using quarter-end exchange rates for
the balance sheets and weighted average exchange rates for the statements of
operations and statements of cash flows. Equity transactions were translated
using historical rates. Foreign currency translation gains or losses as a result
of fluctuations in the exchange rates are reflected in the statements of
stockholders' equity in total comprehensive income or loss.

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent asset and liabilities, at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Revenue Recognition - Sales revenues are generally recognized when the products
are shipped to the customers or services are rendered, net of discounts, returns
and allowance. All revenues generated and the associated cost of sale incurred
relate to the EMS service offering (manufacturing of OEM customer products) in
2008, with 99% of revenues coming from this source in 2007 with the remaining
percentage of revenue and cost of sale relating to the provision of a market
return and repair service.

Trade Receivables - Trade receivables are stated at net realisable value. This
value includes an appropriate estimated allowance for uncollectible accounts.
The allowance is calculated based upon an evaluation of the level of past due
accounts and the relationship with and financial status of our customers.

Inventories - Inventories are stated at the lower of cost or market value. Cost
is determined using the first-in, first-out method. Inventory quantities on hand
are regularly reviewed and where necessary, reserves for excess and unusable
inventories recorded.

Property, plant and equipment - Property, plant and equipment are recorded at
cost, net of accumulated depreciation. Depreciation is computed on a straight
line basis over estimated useful lives of various asset classes as follows:

      Building & building improvements       20 to 45 years
      Machinery & equipment                  5 to 10 years
      Fixtures and fittings                  3 to 8 years

Upon retirement or sales, the costs and related depreciation of the asset
disposed of, are removed from the accounts and any resulting gain or loss is
included in the determination of income. Repairs and maintenance costs are
expensed as incurred. The Company reviews its property and equipment annually
for impairment, and accordingly will write down those assets to their estimated
fair value.

Income Taxes - Deferred taxes are provided on an asset and liability method
whereby deferred tax assets are recognised for deductible temporary differences
and operating loss carry forwards and deferred tax liabilities are recognised
for taxable temporary differences.

Fair Value of Financial Instruments - The carrying amounts of the Company's
financial instruments, which include cash, accounts receivable, accounts payable
and accrued expenses are representative of their fair values due to the short
term maturity of these instruments.

Concentration of Credit Risk - Financial instruments that potentially subject
the Company to concentration of credit risk consist primarily of accounts
receivables.

Advertising Costs - The Company expenses advertising costs as incurred.

Comprehensive Income - The Company's comprehensive income for the three months
ended March 31, 2008 and 2007 includes foreign exchange translation gains.

Funding Arrangements - The Company has an invoice discounting facility provided
by its bankers under which the bank advances up to 80% of the value of
qualifying invoices on presentation. This is repaid when the customer settles
the invoice with the remaining 20% released to the Company less bank charges at
this time. The Company is responsible for collecting the debt. Security for the
advances under this facility is provided by a charge over the accounts
receivable of the Company, a chattels mortgage over fixed assets and a second
charge on the building at Technology Park, Newbridge, South Wales. The amount
held at this facility is shown in Other receivables on the balance sheet.

Recent Accounting Pronouncements - In February 2007, the FASB issued SFAS
No 159, "The Fair Value Option for Financial Assets and Financial Liabilities -
Including an amendment of FASB Statement No 115". The fair value option
established by this statement permits all entities to choose to measure eligible
items at fair value at specified election dates. A Business entity shall report
unrealized gains and losses on items for which the fair option has been elected
in earnings (or another performance indicator if the business entity does not
report earnings) at each subsequent reporting date. This statement is effective
as of the beginning of an entity's first fiscal year that begins after November
15, 2007.

In December 2007, the FASB issued SFAS No 160 "Noncontrolling Interests in
Consolidated Financial Statements" - an amendment of ARB No 51. The objective of
this statement is to improve the relevance, comparability and transparency of
the financial information that a reporting entity provides in its consolidated
financial statements. This Statement is effective as of the beginning of an
entity's first fiscal year that begins after December 15, 2008.

In December 2007, the FASB issued SFAS No 141(Revised) "Business Combinations".
The objective of this statement is to improve the relevance, representational
faithfulness, and comparability of the information that a reporting entity
provides in its financial reports about a business combination and its effects.
This Statement is effective as of the beginning of an entity's first fiscal year
that begins after December 15, 2008.

In March 2008, The FASB issued SFAS No 161 "Disclosures about Derivative
Instruments and Hedging Activities - an amendment of FASB Statement No 133".
The objective of this statement is that FASB No 133 does not provide adequate
information about how derivative and hedging activities affect an entity's
financial position, financial performance and cash flows. This statement
improves the transparency of financial reporting. This Statement is effective
as of the beginning of an entity's first fiscal year that begins after November
15, 2008.

None of the above new pronouncements has current application to the Company but
will be implemented in the Company's future financial reporting where
applicable.

3. RESTATEMENT

Due to a revaluation being made on the buildings of Axiom Manufacturing Services
and included in the asset figure, as well as an adjustment made to our tax
figure and the addition of an asset, being leased from February, we have
restated our financial statements for the three months ended March 31, 2008 and
recorded the new balances.

The following are the restated consolidated balance sheets as of March 31, 2008;
consolidated statement of operations and comprehensive income for the three
months ended March 31, 2008 and consolidated statement of cash flows for the
three months ended March 31, 2008:



                             OXFORD TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>



                                        ASSETS
                                                                March 31,
                                                       --------------------------------
                                                              2008            2008
                                                       -----------------   ------------
                                                            US $'000        US $'000
                                                           (Restated)      (Original)

                                                           <c>             <c>

Current assets:
Cash and cash equivalents...........................     $          162     $      162
Accounts receivable, net allowance for
   doubtful accounts of $ nil as of Mar 31, 2008
   and Dec. 31 2007 respectively....................              8,900          8,900
Inventory...........................................              6,635          6,635
Other current assets................................                652            652
                                                          -------------    ------------
     Total Current Assets...........................             16,349         16,349

Property and equipment, net of accumulated depreciation
 of $34,007 and $33,687 as of March 31, 2008 and
 December 31, 2007, respectively.....................            13,997         15,560

Other long term assets
Deferred taxation, non-current portion...............               284            284
Security Deposits....................................                54             54
                                                          -------------   ------------
     Total Assets....................................      $     30,683    $    32,247
                                                          =============   =============



                             LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
Checks drawn in excess of bank balance................      $    5,318     $     5,318
Accounts payable......................................           4,174		   4,174
Accounts payable, related party.......................             178             178
Capital leases, current portion.......................             161             161
Taxes payable.........................................             336             515
Accrued expenses and other payables...................           1,033             890
Deferred income-grant, current portion................              95              95
Deferred income-rent, current portion.................             266             266
                                                           ------------    ------------
     Total Current Liabilities........................          11,561          11,597

Long-term Liabilities:
Deferred income, non-current portion..................           1,036           1,036
Capital leases, non-current portion...................             490             490
                                                           ------------    ------------
     Total Long-term Liabilities......................           1,526           1,526

Total Liabilities.....................................          13,087          13,123

Stockholders' Equity:
Preferred stock, $.0001 par value, 20,000,000 shares
  authorized, none issued and outstanding..............              -               -
Common stock, $.0001 par value, 80,000,000 shares
  authorized, 18,564,002 shares issued and outstanding.              2               2
Additional paid in capital.............................         33,377          33,377
Accumulated other comprehensive income.................             46           1,574
Accumulated deficit....................................       (15,829)        (15,829)
                                                           ------------    ------------
Total Stockholders' Equity.............................         17,596          19,124
                                                           ------------    ------------
     Total Liabilities & Stockholders' Equity..........    $    30,683     $    32,247
                                                           ============    ============




The accompanying notes are an integral part of the condensed consolidated financial statements.


</TABLE>







                                 OXFORD TECHNOLOGIES, INC.
                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
                          COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

<TABLE>
<CAPTION>


                                                      Three-Months Ended March 31,
                                                    --------------------------------
                                                            2008          2008
                                                    ----------------  ---------------
(Dollars in thousands except per share data)             US$'000         US$'000
                                                        (Restated)      (Original)


                                                         <c>              <c>

Net Sales.......................................     $         9,195   $       9,195
Cost of Sales...................................             (7,953)         (7,953)
                                                     ---------------   --------------
Gross Profit....................................               1,242           1,242

Operating Expenses
Selling, general and administrative.............               1,302           1,302
                                                     ---------------   --------------
Operating Income/ (Loss)........................                (60)            (60)

Other Income and Expenses
Rental income...................................                 289             289
Economic development grant......................                  96              96
Interest income.................................                  20              20
Interest expense................................                (79)            (79)
                                                      ---------------  --------------
Net Income before income tax benefit/(charge)...                 266             266

Income tax benefit/(liability)..................                   -               -
                                                      ---------------  --------------
Net Income......................................                 266             266

Foreign currency translation adjustment.........                   9           1,536
                                                      ---------------  --------------
Comprehensive Income (loss).....................       $         257    $     (1,270)
                                                      ===============  ==============


Basic and diluted income per share..............       $        0.01    $        0.01
                                                      ===============  ==============
Weighted average common shares outstanding......              18,564           18,564
                                                      ===============  ==============





The accompanying notes are an integral part of the condensed consolidated financial statements.


</TABLE>





                                 OXFORD TECHNOLOGIES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



<TABLE>
<CAPTION>

                                                          Three-Months Ended March 31,
                                                    --------------------------------------
                                                             2008            2008
                                                    ------------------   -----------------
                                                           US $'000          US $'000
                                                          (Restated)        (Original)


                                                          <c>              <c>

Cash Flows from Operating Activities:
Net Income.........................................   $          266      $         266
Adjustments to reconcile net income to net cash
Provided by (used in) operating activities:
 Depreciation and amortization.....................              300                 300
 Amortization of grant received....................             (95)                (95)
 Revaluation of Building...........................                -             (1,565)

Changes in operating assets and liabilities:
 Accounts receivable...............................            (473)               (473)
 Inventory.........................................            (681)               (681)
 Other assets......................................            (256)                   -
 Accounts payable..................................              834                 834
 Taxes payable.....................................            (256)                (77)
 Accrued expenses and other payable................              574                 175
 Deferred income - rent............................            (266)               (266)
                                                       --------------      -------------
      Cash used in operating activities............             (53)             (1,582)

Cash Flows from Investing Activities:
Purchase of property and equipment.................          (1,410)             (1,410)
                                                       --------------      -------------
     Cash used in investing activities.............          (1,410)             (1,410)

Cash Flows from Financing Activities:
Changes in checks in excess of bank balance........            1,473               1,473
Principal Payments on capital leases...............             (58)                (58)
Payments from RP payable...........................              (2)                 (2)
Changes in Accumulated comprehensive income........                -               1,586
                                                        -------------       ------------
     Cash provided by financing activities.........            1,413               2,999

Effect of exchange rate changes on cash............                1                (58)
                                                        -------------       -------------
Increase (Decrease) in cash and cash equivalents...             (49)                (51)

Cash and Cash Equivalents, Beginning...............     $        213        $        213
                                                        -------------       -------------
Cash and Cash Equivalents, Ending..................     $        162        $        162
                                                        =============       =============


Supplemental Disclosure of Cash Flow Information:

Cash paid for interest.............................      $        30        $         30
                                                        =============       =============
Cash paid on income taxes..........................      $         -        $          -
                                                        =============       =============

Non-cash Investing & Financing Activities:

Equipment obtained under capital lease obligation..      $        379        $         24
                                                        =============       =============
Equipment obtained under 100% debt financing.......      $          -        $          -
                                                        =============       =============




The accompanying notes are an integral part of the condensed consolidated financial statements.

</TABLE>


4. CAPITAL LEASES.

The Company leased new Dell computer equipment as of January 2008. The lease
runs for a period of 36 months. At the end of the lease the Company will
purchase the equipment. The agreement carries a stated annual rate of interest
and calls for monthly principal and interest payments of $285.

In February 2008, the Company leased new Dell computer equipment. The lease runs
for a period of 36 months. At the end of the lease the Company will purchase the
equipment. The agreement carries a stated annual rate of interest and calls for
monthly principal and interest payments of $572

In January 2008, the Company leased SMT Equipment from Clydesdale Bank Asset
Finance. The lease term is for five years and expires in April 2013. At the end
of the lease the Company will own the equipment. The agreement carries a stated
annual rate of interest of 5% and calls for monthly principal and interest
payments of $13,609.

5. RENTAL INCOME

The Company's subsidiary has sublet surplus space on annual basis for $938,000
per year. The original lease term was from July 1, 2002 through June 30, 2004,
which was initially extended from July 1, 2004 to June 30, 2008 and has now
been further extended to June 30, 2009.




ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATIONS


Forward-Looking Statements

The discussion in this quarterly report on Form 10-Q contains forward looking
statements. Such statements are based upon beliefs of management as well as
assumptions made by and information currently available to management of the
Company as of the date of this report. These forward looking statements can be
identified by the use of such verbs as "expect", "anticipate", "believe" or
similar verbs or conjugations of such verbs. If any of these assumptions prove
incorrect or should unanticipated circumstances arise, the actual results of
the Company could materially differ from those anticipated by such forward
looking statements. The Company assumes no obligation to update any such forward
looking statements.

Overview

The Company was incorporated in the State of Delaware on March 8, 2002 as a
blank cheque company. On February 12, 2003, the Company acquired 100% of the
outstanding securities of Axiom Manufacturing Services Limited ("Axiom") with
the issuance and exchange of 13,562,002 shares of the Company's common stock
("the Merger"). Although the Company is the legal survivor in the Merger and
remains the registrant with the SEC, under accounting principles generally
accepted in the United States, the Merger was accounted for as a reverse
acquisition, whereby Axiom is considered the "acquirer" for financial reporting
purposes as its shareholders controlled more than 50% of the post transaction
combined company. Among other matters, this requires us to present all financial
statements, prior historical financial statements and other information of Axiom
and requires a retroactive restatement of Axiom historical shareholders
investment for the equivalent number of shares of common stock received in the
Merger. Accordingly, the Company's consolidated financial statements present the
results of the operations of Axiom for the year ended December 31, 2002, and
reflect the acquisition of the Company on February 12, 2003 under the purchase
method of accounting. Subsequent to February 12, 2003, the Company's operations
reflect the combined operations of the former Oxford and Axiom.

The Company conducts its business through its subsidiary Axiom Manufacturing
Services Limited. Prior to its acquisition by Great Admirer in April 2002, Axiom
was a wholly owned subsidiary of Aiwa Europe Limited, which in turn was a wholly
owned subsidiary of the Aiwa Company of Japan. (note that the Aiwa business was
acquired by the Sony Corporation on October 1, 2002). As the sole original
equipment manufacturer of Aiwa's own-brand products in Europe, Axiom was
responsible for producing consumer electronics products primarily audio and
visual equipment on behalf of the Aiwa Company of Japan, for distribution in the
UK, France, Germany, Poland and the Netherlands. In December 2000 due to
gradually declining profit margins, Axiom started to provide electronic
manufacturing services (EMS) for third parties. In July 2001 production of Aiwa
branded products was terminated and Axiom became solely an EMS provider offering
its customers a comprehensive and integrated design and manufacturing service,
from initial product design through to volume production and aftermarket
support.

The Company provides electronics manufacturing services in the business to
business or business to industry sectors and to original equipment manufacturers
in the following market sectors:

    *  Medical devices
    *  Industrial control equipment
    *  Domestic appliances
    *  Computer and related products
    *  Testing and instrumentation products
    *  Ministry of Defence products

As a result of efficiently managing costs and assets, Axiom is able to offer its
customers an outsourcing solution that represents a lower total cost of
acquisition than that typically provided by the OEM's own manufacturing
operation. OEM's contract with Axiom to build their products or to obtain
services related to product development and prototyping, volume manufacturing
or aftermarket support. In many cases Axiom builds products that carry the brand
name of its customers and substantially all of Axiom's manufacturing services
are provided on a turnkey basis where Axiom purchases customer specific
components from suppliers, assembles the components onto printed circuit boards,
performs post production testing and provides the customer with production
process and test documentation. Axiom also provides manufacturing services on a
consignment basis where material is free issued by the customer for Axiom to
build into finished printed circuit boards or product. Axiom offers its
customers flexible just in time delivery programmes which allow product
shipments to be closely coordinated with the customers' inventory requirements.
Additionally Axiom completes the assembly of final product for its customers by
integrating the manufactured printed circuit boards into the customers' finished
products.


RESULTS OF OPERATIONS

Three month periods ending March 31, 2008 and 2007.

Revenues

Revenues for the three month period ended March 31, 2008 were $9.20 million
which is an increase of $0.47 million or 5.4% as compared to $8.73million for
the same period in 2007.

Cost of sales

Cost of sales consists of the material cost of goods sold, direct overhead,
direct wages and direct depreciation expenses. For the three months ended
March 31, 2008, costs of sales were $7.95 million as compared to $7.73 million
for the three months ended March 31, 2007. This increase (2.9%) is due to
increase in sales for the same period. The cost of sales as a percentage of
sales decreased to 86.5% for the three months ended March 31, 2008 from 88.6%
for the three months ended March 31, 2007 as a result of a greater proportion of
higher margin product being shipped in 2008.

Operating Expenses

Operating expenses, consisting of selling, general and administrative expenses
as increased by $114,000 or 9.6% to $1,302,000 for the three months ended
March 31, 2008 as compared to $1,188,000 in the same period of the prior year.
The increase is as a result of higher spending in 2008 on, indirect wages and
salaries and associated costs, rental of a new SMT line, legal and professional
fees and sundry freight.

Rental Income and Economic Development Grant

For the quarter ended March 31, 2008, rental income and economic development
grant was $385,000 as compared to $433,000 for the same period of the previous
year. Rental income to March 31, 2008 was $7,000 lower than the first quarter
of 2007 as a result the amount of unused warehouse space being let to an
existing tenant being reduced. For the period March 31, 2008, the economic
development grant was amortized in the amount of $96,000 as compared to $137,000
for the same period of the previous year.

Interest expenses

Interest expenses for the three months ended March 31, 2008 was $79,000 as
compared to $40,000 for the same period of the previous year. Although showing
an increase year on year, this is attributable to a movement in the US dollar
against the British pound. Without the currency movement, interest expenses
would be unchanged and reflect similar levels of borrowing year on year.

Net Income

As a result of the factors discussed above, for the three month period ending
March 31, 2008, net income was $266,000 as compared to net income of $212,000
for the three month period ending March 31, 2007. This resulted in a basic
income per share of $0.014 on weighted average common shares outstanding of
18,564,002 for the three month period ended March 31,2008 as compared to basic
income per share of $0.011 on the same number of weighted average common shares
outstanding in the same period of the previous year.

Liquidity and Capital Resources

The Company's primary source of capital is cash provided by operations and
borrowings under its credit facilities. As of March 31, 2008, the company had
cash and cash equivalents of around $162,000.

For the three months ended March 31, 2008, net cash used in operating activities
was ($53,000) as compared to ($2,200,000) used in operating activities in the
same period of the prior year.

Net cash provided by financing activities for the three month period ended
March 31, 2008 was $1,413,000, as compared to ($2,195,000) for the same period
of the previous year.

For the three months ended March 31, 2008, short-term capital needs were met by
invoice discounting, finance lease arrangements, inter-company and bank loans.
The Company's banking facilities comprise an invoice discounting facility with
a maximum advance limit of $5,162,300 subject to the level of qualifying sales
invoiced and a bank overdraft limit of $198,550. Interest rates are calculated
with reference to bank base rates.  At March 31, 2008, interest on invoice
discounting facility was charged at 2% above Base and interest on the bank
overdraft at 2% above Base. The accounts receivable of the Company is collateral
for this arrangement.

The following summarizes our debt and other contractual obligations at March 31,
2008:

Description                   Amount                   Term
------------------------  --------------   -----------------------------------
Invoice discounting        $ 3,868,000     Ongoing until facility terminated
Inter-company Loan         $    82,000
Finance lease agreements   $   651,000   	 Mix of 5 and10 year term commencing
                                           August 2005 to March 2007
------------------------------------------------------------------------------
      Total                $ 4,601,000
------------------------------------------------------------------------------

As of the date of this report, we are in compliance with all covenants under our
existing credit facilities.

In the event that adequate funding is not available from existing credit
facilities, we would work with existing lenders to identify additional sources
of financing. We have no current plans to make significant capital expenditures.
At present we do not have any arrangements for financing except those mentioned
above. While there can be no assurance that we will have sufficient funds over
the next twelve months, we believe that funds generated from operations plus
borrowings under our invoice discounting facility will be adequate to meet our
anticipated operating expenses, capital expenditure and debt obligations for at
least the next twelve months. Nevertheless, our continuing operating and
investing activities may require us to obtain additional sources of financing.
There can be no assurance that any necessary additional financing will be
available to us on commercially reasonable terms, if at all.


Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.


Critical Accounting Policies

Disclosure of the Company's significant accounting policies is included in
Note 1 to the consolidated financial statements of the Company's Annual Report
on Form 10-K for the year ended December 31, 2007. Some of these policies
require management to make estimates and assumptions that may affect the
reported amounts in the Company's financial statement.




ITEM 3.   Quantitive & Qualitative Disclosures about Market Risk


Not required for smaller reporting companies.



ITEM 4.   Controls & Procedures

Under the supervision and with the participation of the Company's President (the
principal executive officer and the principal financial officer), management has
evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based on that evaluation, the President
concluded that the Company's disclosure controls and procedures were effective
as of March 31, 2008.

There were no changes in internal control over financial reporting that occurred
during the last fiscal quarter covered by this report that have materially
affected, or are reasonably likely to affect, the Company's internal control
over financial reporting.



PART II.  OTHER INFORMATION



Item 1.  Legal Information:   None.



Item 1A. Risk Factors: Not required for the Company.



Item 2.  Unregistered Sales of Equity Securities and use of Proceeds: None



Item 3.  Defaults upon Senior Securities:   None.



Item 4.  Submission of Matters to a Vote of Security Holders:   None.



Item 5.  Other Information:  None.


Item 6.  Exhibits

Exhibit No.                       Description
----------  -----------------------------------------------------------
   31.1           Section 302 Certification
   32.1           Section 906 Certification






                                    SIGNATURES

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



Oxford Technologies, Inc.


By: /s/Jacinta Sit
---------------------------------------------------------
Jacinta Sit, President and Chief Financial Officer
(Principal executive officer and principal financial officer)


August 26, 2008