UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10 – Q/A

Amendment No. 3

(Mark One)

|  |                                                                                        
|- | ---------------------------------------------------------------------------------------
|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2009

or



|  |                                                                                         
|- | ----------------------------------------------------------------------------------------
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ____________ to ________________



Commission file number:     000-49854



|                                                                 
|-----------------------------------------------------------------
|OXFORD TECHNOLOGIES, INC.                                        
|(Exact name of small business issuer as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 04-3615974                          
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification Number)



|                                                    
|----------------------------------------------------
|80 Wall Street, Suite 818, New York, NY 10005       
|(Address of principal executive offices)            
|                                                    
|(212)  809-1200                                     
|(Registrants telephone number, including area code)



Indicate by check mark whether the issuer (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, and (2) has been subject to such filing requirements for the past 90 days.   Yes x    No  ̈



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  The registrant has not been phased into the Interactive Data reporting system   Yes  ̈    No  ̈



Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):



|                          |  |                     |  |                                               |  |                           
|------------------------- |  | ------------------- |  | --------------------------------------------- |  | --------------------------
|Large accelerated filer  ̈ |  | Accelerated filer  ̈ |  | Non-accelerated filer  ̈                       |  | Smaller reporting companyx
|                          |  |                     |  | (Do not check if a smaller
reporting company) |  |                           



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



Applicable Only to Corporate Issuers



Indicate the number of shares outstanding of each issuer’s classes of common equity, as of the last practicable date: 18,564,002 share of common stock as of May 5, 2010.















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OXFORD TECHNOLOGIES, INC



FORM 10-Q/A

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009

TABLE OF CONTENTS





|        |                                                                                       |    |  |    |    |  |    |    |     
|------- | ------------------------------------------------------------------------------------- | -- |  | -- | -- |  | -- | -- | ----
|        |                                                                                       |    |  |    |    |  |    |    | PAGE
|        |                                                                                       |    |  |    |    |  |    |    |     
|        | Explanatory Note                                                                      |    |  |    |    |  |    | 03
|        |                                                                                       |    |  |    |    |  |    |    |     
|        | PART I - FINANCIAL INFORMATION                                                        |    |  |    |    | 
|        |                                                                                       |    |  |    |    |  |    |    |     
|Item 1  | Financial Statements                                                                  |    |  |    |    |  |    | 04
|        |                                                                                       |    |  |    |    |  |    |    |     
|Item 2  | Managements Discussion and Analysis of Financial Condition and Results of Operations | 12
|        |                                                                                       |    |  |    |    |  |    |    |     
|Item 3  | Quantitative and Qualitative Disclosures About Market Risk                            |    |  | 15
|        |                                                                                       |    |  |    |    |  |    |    |     
|Item 4T | Controls and Procedures                                                               |    |  |    |    |  | 15
|        |                                                                                       |    |  |    |    |  |    |    |     
|        | PART II  OTHER INFORMATION                                                           |    |  |    |    | 
|        |                                                                                       |    |  |    |    |  |    |    |     
|Item 1  | Legal Information                                                                     |    |  |    |    |  |    | 17
|        |                                                                                       |    |  |    |    |  |    |    |     
|Item 1A | Risk Factors                                                                          |    |  |    |    |  |    | 17
|        |                                                                                       |    |  |    |    |  |    |    |     
|Item 2  | Unregistered Sales of Equity Securities and Use of Proceeds                           |    |  | 17
|        |                                                                                       |    |  |    |    |  |    |    |     
|Item 3  | Defaults Upon Senior Securities                                                       |    |  |    |    |  | 17
|        |                                                                                       |    |  |    |    |  |    |    |     
|Item 4  | Submission of Matters to a Vote of Security Holders                                   |    |  |    | 17
|        |                                                                                       |    |  |    |    |  |    |    |     
|Item 5  | Other Information                                                                     |    |  |    |    |  |    | 17
|        |                                                                                       |    |  |    |    |  |    |    |     
|Item 6  | Exhibits                                                                              |    |  |    |    |  |    |    | 17  
|        |                                                                                       |    |  |    |    |  |    |    |     
|        | SIGNATURES                                                                            |    |  |    |    |  |    | 17









































2





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Explanatory Note



This Amendment No. 3 to the Quarterly Report on Form 10-Q/A (No. 2) for the quarter ended June 30, 2009 of Oxford Technologies, Inc. (the Company) is being filed in response to comments by the Staff of the Securities and Exchange Commission (the SEC) in connection with its review of the Companys Quarterly Report on Form 10-Q/A (No. 2) for the fiscal quarter ended June 30, 2009, filed with the SEC on April 1, 2010 (the Original Filing).



The Original Filing is being amended to: (1) revise our disclosure regarding Cost of Sales and Operating Expenses on Results of Operations for the three month periods ending June 30, 2009 and 2008 of Item 2, Managements Disclosure and Analysis or Plan of Operation by adding additional information.  Although $439,000 of the Cost of Sales is re-classified as Operating Expenses, this amendment has no impact on the balance sheet and net loss.



During the December 31, 2009 audit an error was discovered in the 2008 inventory which required the restatement of the 2008 year end. The error has resulted in WIP being decreased by $481,000 and accumulated deficit has been adjusted to reflect the prior periods change.



In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Form 10-Q/A (No. 2) contains new certifications by the Companys principal executive officer and the Companys principal financial and accounting officer, filed as exhibits hereto.



Except as set forth above, all other information in the Companys Original Filing remains unchanged, and the Company has not updated or amended the disclosure contained in the amended items to reflect events that have occurred since the filing of the original Form 10-Q.















































































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Item 1. FINANCIAL STATEMENTS





OXFORD TECHNOLOGIES, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS





|                        |                                                                  |                                            |         |        |          |            |          |            
|----------------------- | ---------------------------------------------------------------- | ------------------------------------------ | ------- | ------ | -------- | ---------- | -------- | -----------
|                        |                                                                  |                                            |         |        |          | June 30    |          | December 31
|                        |                                                                  |                                            |         |        |          | 2009       |          | 2008       
|                        |                                                                  |                                            |         |        |          | US $'000   |          | US $'000   
|                        | ASSETS                                                           |                                            |         |        |          | (Restated) |          | (Restated) 
|Current Assets:         |                                                                  |                                            |         |        |          |           
|                        | Cash and cash equivalents                                        |                                            |         | 1,553  |          | 1,445     
|                        | Accounts receivable                                              |                                            |         |        | 5,176    |            | 3,896   
|                        | Inventories                                                      |                                            |         |        |          | 4,263      |          | 4,104      
|                        | Other current assets                                             |                                            |         |        | 759      |            | 358     
|                        |                                                                  | Total Current Assets                       | 11,751  |        | 9,803   
|                        |                                                                  |                                            |         |        |          |            |          |            
|                        | Property and equipment, net of accumulated depreciation          |                                            |         |       
|                        | of $29,695 and $25,798.                                          |                                            |         | 11,195 |          | 10,324    
|                        |                                                                  |                                            |         |        |          |            |          |            
|Other Long-Term Assets: |                                                                  |                                            |         |        |          |           
|                        | Deferred income taxation, non-current portion                    |                                            | 469     |        | 414     
|                        | Security deposits                                                |                                            |         |        | 46       |            | 42      
|                        |                                                                  |                                            |         |        |          |            |          |            
|                        |                                                                  | Total Assets                               | 23,461  |        | 20,583  
|                        |                                                                  |                                            |         |        |          |            |          |            
|                        | LIABILITIES AND STOCKHOLDERS' EQUITY                             |                                            |         |        |         
|Current Liabilities     |                                                                  |                                            |         |        |          |           
|                        | Accounts payable                                                 |                                            |         |        | 2,396    |            | 1,571   
|                        | Accounts payable, related party                                  |                                            |         | 3,201  |          | 152       
|                        | Taxes payable                                                    |                                            |         |        | 161      |            | 323     
|                        | Checks in excess of cash in bank                                 |                                            |         | 500    |          | 2,168     
|                        | Accrued expenses and other payables                              |                                            |         | 475    |          | 655       
|                        | Capital Leases - current portion                                 |                                            |         | 382    |          | 428       
|                        | Note payable - related party                                     |                                            |         | 9      |          | 1,273     
|                        | Deferred income - grant, current portion                         |                                            | 1,444   |        | 8       
|                        |                                                                  | Total Current Liabilities                  | 8,568   |        | 6,578   
|                        |                                                                  |                                            |         |        |          |            |          |            
|Long-term Liabilities   |                                                                  |                                            |         |        |          |           
|                        | Capital leases, non-current portion                              |                                            |         | 1,194  |          | 1,098     
|                        |                                                                  | Total Long-term Liabilities                | 1,194   |        | 1,098   
|                        |                                                                  | Total Liabilities                          | 9,762   |        | 7,676   
|                        |                                                                  |                                            |         |        |          |            |          |            
|Stockholders' Equity    |                                                                  |                                            |         |        |          |           
|                        | Preferred stock, $.0001 par value, 20,000,000 shares authorized, |                                            |         |       
|                        | non 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                                       |                                            |         | 33,478 |          | 33,478    
|                        | Accumulated other comprehensive income                           |                                            | (2,899) |        | (4,552) 
|                        | Accumulated deficit                                              |                                            |         |        | (16,882) |            | (16,021)
|                        |                                                                  | Total Stockholders' Equity                 | 13,699  |        | 12,907  
|                        |                                                                  | Total Liabilities and Stockholders' Equity | 23,461  |        | 20,583  







See accompanying notes to the unaudited condensed consolidated financial statements



4





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OXFORD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)







|                                           |                                               |                     |                           |        |            |                             |            |                           |        |            |        |         
|------------------------------------------ | --------------------------------------------- | ------------------- | ------------------------- | ------ | ---------- | --------------------------- | ---------- | ------------------------- | ------ | ---------- | ------ | --------
|                                           |                                               |                     |                           |        |            | Three-Months Ended June 30, |            | Six-Months Ended June 30,
|                                           |                                               |                     |                           |        |            | 2009                        |            | 2008                      |        | 2009       |        | 2008    
|                                           |                                               |                     |                           |        |            | (Restated)                  |            |                           |        | (Restated) |        |         
|                                           |                                               |                     |                           |        |            | US $'000                    |            | US $'000                  |        | US $'000   |        | US $'000
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |            |        |         
|Net Sales                                  |                                               |                     |                           |        | 5,563      |                             | 10,629     |                           | 10,252 |            | 19,818
|Cost of Sales                              | (5,194)                                       |                     | (9,083)                   |        | (9,419)    |                             | (17,031)  
|                                           |                                               |                     | Gross Profit / (Loss)     | 369    |            | 1,546                       |            | 833                       |        | 2,787     
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |            |        |         
|Operating Expenses                         |                                               |                     |                           |        |            |                             |            |                           |        |           
|                                           | Selling, general and administrative           | 1,036               |                           | 1,400  |            | 2,037                       |            | 2,662                    
|                                           |                                               |                     | Operating Income / (Loss) | (667)  |            | 146                         |            | (1,204)                   |        | 125       
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |            |        |         
|Other Income and Expenses                  |                                               |                     |                           |        |            |                             |            |                           |       
|                                           | Rental income                                 |                     |                           |        | 243        |                             | 288        |                           | 463    |            | 576   
|                                           | Economic development grant                    |                     |                           | -      |            | 11                          |            | -                         |        | 107       
|                                           | Interest income                               |                     |                           |        | -          |                             | 16         |                           | -      |            | 36    
|                                           | Interest expense                              |                     |                           |        | (59)       |                             | (113)      |                           | (120)  |            | (233) 
|                                           | Net Income / (Loss) before Income Tax Benefit | (483)               |                           | 348    |            | (861)                       |            | 611                      
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |            |        |         
|Income tax benefit / (loss)                | -                                             |                     | -                         |        | -          |                             | -         
|                                           |                                               | Net Income / (Loss) | (483)                     |        | 348        |                             | (861)      |                           | 611   
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |            |        |         
|Other Comprehensive Income / (Loss)        |                                               |                     |                           |        |            |                             |           
|                                           | Foreign currency translation                  | 1,936               |                           | (47)   |            | 1,653                       |            | (55)                     
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |            |        |         
|                                           |                                               |                     |                           |        |            | 1,453                       |            | 301                       |        | 792        |        | 556     
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |            |        |         
|Basic and Diluted Earnings / (Loss) Income |                                               |                     |                           |        |            |                             |            |                          
|per Common Share                           |                                               |                     |                           | (0.03) |            | 0.02                        |            | (0.05)                    |        | 0.03      
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |            |        |         
|Weighted Average Common Shares Outstanding | 18,564,002                                    |                     | 18,564,002                |        | 18,564,002 |                             | 18,564,002





























See accompanying notes to the unaudited condensed consolidated financial statements











5





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OXFORD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                 |                                              |                                                   |                                                 |       |                           |       |         |     |        
|------------------------------------------------ | -------------------------------------------- | ------------------------------------------------- | ----------------------------------------------- | ----- | ------------------------- | ----- | ------- | --- | -------
|                                                 |                                              |                                                   |                                                 |       | Six-Months Ended June 30,
|                                                 |                                              |                                                   |                                                 |       | 2009                      |       | 2008   
|                                                 |                                              |                                                   |                                                 |       | US $000                   |       | US $000
|Cash Flows from Operating Activities:            |                                              |                                                   |                                                 |       |                           |      
|                                                 | Net Income                                   |                                                   | $                                               | (861) |                           | $     | 611    
|                                                 | Adjustments to reconcile net income to net   |                                                   |                                                 |       |                           |       |        
|                                                 |                                              | cash provided by operating activities:            |                                                 |       |                           |       |         |    
|                                                 |                                              |                                                   | Depreciation and amortization                   |       |                           | 542   |         |     | 650    
|                                                 |                                              |                                                   | Amortization of grant received                  |       |                           | -     |         |     | (107)  
|                                                 | Changes in operating assets and liabilities: |                                                   |                                                 |       |                           |       |        
|                                                 |                                              |                                                   | Accounts receivable                             |       |                           | (689) |         |     | (18)   
|                                                 |                                              |                                                   | Inventories                                     |       |                           | 357   |         |     | (868)  
|                                                 |                                              |                                                   | Other current assets                            |       |                           | (323) |         |     | (802)  
|                                                 |                                              |                                                   | Accounts payable                                |       |                           | 1,287 |         |     | 497    
|                                                 |                                              |                                                   | Tax payable                                     |       |                           | 98    |         |     | 215    
|                                                 |                                              |                                                   | Accrued expenses and other payables             |       |                           | (380) |         |     | 64     
|                                                 |                                              |                                                   | Interest payable - related party                |       |                           | 51    |         |     | -      
|                                                 |                                              |                                                   | Deferred income - rent                          |       |                           | -     |         |     | (533)  
|                                                 |                                              |                                                   | Cash provided by (used in) operating activities |       |                           | 82    |         |     | (291)  
|                                                 |                                              |                                                   |                                                 |       |                           |       |         |     |        
|Cash Flows from Investing Activities:            |                                              |                                                   |                                                 |       |                           |      
|                                                 | Purchase of property and equipment           |                                                   |                                                 | (69)  |                           |       | (1,843)
|                                                 |                                              |                                                   | Cash (used in) investing activities             |       |                           | (69)  |         |     | (1,843)
|                                                 |                                              |                                                   |                                                 |       |                           |       |         |     |        
|Cash Flows from Financing Activities:            |                                              |                                                   |                                                 |       |                           |      
|                                                 | Changes in checks in excess of bank balance  |                                                   |                                                 | (54)  |                           |       | 683    
|                                                 | Principal payments on capital leases         |                                                   |                                                 | (35)  |                           |       | (141)  
|                                                 | Payments from RP payable                     |                                                   |                                                 | -     |                           |       | 667    
|                                                 | Proceeds from capital leases                 |                                                   |                                                 | -     |                           |       | 858    
|                                                 |                                              |                                                   | Cash provided by (used in) financing activities |       |                           | (89)  |         |     | 2,067  
|                                                 |                                              |                                                   |                                                 |       |                           |       |         |     |        
|Effect of foreign currency translation on cash   |                                              |                                                   | 184                                             |       |                           | (2)  
|                                                 |                                              |                                                   |                                                 |       |                           |       |         |     |        
|Increase (decrease) in cash and cash equivalents |                                              |                                                   | 108                                             |       |                           | (69) 
|                                                 |                                              |                                                   |                                                 |       |                           |       |         |     |        
|Cash and Cash Equivalents, Beginning             |                                              | $                                                 | 1,445                                           |       | $                         | 213  
|                                                 |                                              |                                                   |                                                 |       |                           |       |         |     |        
|Cash and Cash Equivalents, Ending                |                                              | $                                                 | 1,553                                           |       | $                         | 144  
|                                                 |                                              |                                                   |                                                 |       |                           |       |         |     |        
|Supplemental Cash Flow Information:              |                                              |                                                   |                                                 |       |                           |      
|                                                 | Cash Payments For:                           |                                                   |                                                 |       |                           |       |        
|                                                 |                                              | Interest                                          |                                                 | $     | 14                        |       | $       | 30 
|                                                 |                                              |                                                   |                                                 |       |                           |       |         |     |        
|                                                 |                                              | Income Taxes                                      |                                                 | $     | -                         |       | $       | -  
|                                                 |                                              |                                                   |                                                 |       |                           |       |         |     |        
|                                                 | Non-cash Investing and Financing Activities: |                                                   |                                                 |       |                           |       |        
|                                                 |                                              | Equipment obtained under capital lease obligation |                                                 | $     | -                         |       | $       | 717
|                                                 |                                              |                                                   |                                                 |       |                           |       |        
|                                                 |                                              |                                                   |                                                 |       |                           |       |         |    





See accompanying notes to the unaudited condensed consolidated financial statements





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OXFORD TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2009





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 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.



On July 29, 2008 the Company acquired 100% of the share capital (1,000 shares) of Axiom M S Limited (AMS).



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



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 six months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. 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, 2008.



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 assets 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.



7





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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 2009, with 99% of revenues coming from this source and 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.



Inventory  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.





|                 |       |              |       |             
|---------------- | ----- | ------------ | ----- | ------------
|                 |       | Jun 30, 2009 |       | Dec 31, 2008
|                 |       | $000         |       | $000        
|                 |       |              |       |             
|Raw Materials    | 2,520 |              | 2,742
|Work in Progress | 1,446 |              | 678  
|Finished Goods   | 297   |              | 684  
|Total Inventory  | 4,263 |              | 4,104





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:





20 to 45 years



5 to 10 years



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.



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. The maximum advance limit is $4,312,620. Security for the advances under this facility is provided by a charge over the accounts receivable of the Company. The amount held at this facility is shown in Checks in excess of cash in bank on the balance sheet. Borrowings on this facility amounted to $2.3 million at 30 June 2009. Borrowings are included within Checks in Excess of Cash in Bank under the liability section of the balance sheet. Interest expense amounted to $0.03million for the six month period ending June 30, 2009. The interest charged on this facility is included within interest expense under other income and expenses. Charges incurred amounted to $0.03 million to June 30, 2009. Charges are included within Operating Expenses in the statement of operations and comprehensive income.

















8





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Checks in Excess of Cash in Bank  The components of this balance sheet account are shown below:



|                   |         |              |         |             
|------------------ | ------- | ------------ | ------- | ------------
|                   |         | Jun 30, 2009 |         | Dec 31, 2008
|                   |         | $000         |         | $000        
|                   |         |              |         |             
|Current Account    | 4       |              | 3      
|Deposit Account    | 1,139   |              | 1,962  
|Invoice Finance    | (2,270) |              | (2,430)
|Unpresented Checks | (1,269) |              | (1,703)
|                   |         | (2,396)      |         | (2,168)     



Recently Enacted Accounting Standards



In June 2009 the FASB established the Accounting Standards Codification (Codification or ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (GAAP). Rules and interpretive releases of the Securities and Exchange Commission (SEC) issued under authority of federal securities law are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.



Statement of Financial Accounting Standards (SFAS) SFAS No. 165 (ASC Topic 855), Subsequent Events, SFAS No. 166 (ASC Topic 810), Accounting for Transfers of Financial Assets -an Amendment of FASB Statement No. 140, SFAS No. 167 (ASC Topic 810), Amendments to FASB Interpretation No. 46(R), and SFAS No. 168 (ASC Topic 105), The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162 were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.



Accounting Standards Update (ASU) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures  Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASUs No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.



3. LONG-TERM CONTRACTS



Capital Leases



At the end of each lease the company will purchase the equipment. The leases are a mixture of 3 and 5 year terms.



4. SUBSEQUENT EVENTS



The Company has evaluated subsequent events from the balance sheet date through June 30, 2010.



5. RESTATEMENT



The restatement is due to an error being found in the way we reported our cost of goods sold and operating expenses. The error occurred because a heading in the 10-Q workings spreadsheet called expense recovery was used for small amounts of expenditure within the old accounting system. When we transferred to the new accounting system, the accounting staff member assumed the general ledger code Indirect Overhead  Expense Recovery was the same thing hence showing this negative balance under operating expenses instead of cost of sales. The error wont happen again because now the workings spreadsheet has been amended to pick up this code under cost of sales where it should be. The net effect of the change was a reclassification of approximately $439,000 between Cost of Sales and Selling, General and Administrative Expenses.



Also while the Company was transitioning/integrating into the new accounting system a material error was discovered.  A variance was noted in the amount of WIP being reported in the old accounting system.  After further investigation, it was discovered that a 2008 ending WIP balance was overstated by approximately $481,000.



The following schedules illustrate the changes between Cost of Sales and Selling, General and Administration, Inventories, Accumulated Other Comprehensive Income and Accumulated Deficit:



9





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OXFORD TECHNOLOGIES, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS





|                        |                                                                  |                                            |         |       |          |          |          |             |          |          |          |         
|----------------------- | ---------------------------------------------------------------- | ------------------------------------------ | ------- | ----- | -------- | -------- | -------- | ----------- | -------- | -------- | -------- | --------
|                        |                                                                  |                                            |         |       |          | June 31  |          | December 31
|                        |                                                                  |                                            |         |       |          | 2009     |          | 2009        |          | 2008     |          | 2008    
|                        |                                                                  |                                            |         |       |          | US $'000 |          | US $'000    |          | US $'000 |          | US $'000
|                        | ASSETS                                                           |                                            |         |       |          | restated |          | original    |          | restated |          | original
|Current Assets:         |                                                                  |                                            |         |       |          |          |          |             |          |         
|                        | Cash and cash equivalents                                        |                                            |         | 1,553 |          | 1,553    |          | 1,445       |          | 1,445   
|                        | Accounts receivable                                              |                                            |         |       | 5,176    |          | 5,176    |             | 3,896    |          | 3,896   
|                        | Inventories                                                      |                                            |         |       |          | 4,263    |          | 4,744       |          | 4,104    |          | 4,528   
|                        | Other current assets                                             |                                            |         |       | 759      |          | 759      |             | 358      |          | 358     
|                        |                                                                  | Total Current Assets                       | 11,751  |       | 12,232   |          | 9,803    |             | 10,227  
|                        |                                                                  |                                            |         |       |          |          |          |             |          |          |          |         
|                        | Property and equipment, net of accumulated depreciation          |                                            |         |       |          |          |          |            
|                        | of $29,695 and $25,798.                                          |                                            |         |       | 11,195   |          | 11,195   |             | 10,324   |          | 10,324  
|                        |                                                                  |                                            |         |       |          |          |          |             |          |          |          |         
|Other Long-Term Assets: |                                                                  |                                            |         |       |          |          |          |             |          |         
|                        | Deferred income taxation, non-current portion                    |                                            | 469     |       | 469      |          | 414      |             | 414     
|                        | Security deposits                                                |                                            |         |       | 46       |          | 46       |             | 42       |          | 42      
|                        |                                                                  |                                            |         |       |          |          |          |             |          |          |          |         
|                        |                                                                  | Total Assets                               | 23,461  |       | 23,942   |          | 20,583   |             | 21,007  
|                        |                                                                  |                                            |         |       |          |          |          |             |          |          |          |         
|                        | LIABILITIES AND STOCKHOLDERS' EQUITY                             |                                            |         |       |          |          |          |             |         
|Current Liabilities     |                                                                  |                                            |         |       |          |          |          |             |          |         
|                        | Accounts payable                                                 |                                            |         |       | 2,396    |          | 2,396    |             | 1,571    |          | 1,571   
|                        | Accounts payable, related party                                  |                                            |         | 3,201 |          | 3,201    |          | 152         |          | 152     
|                        | Taxes payable                                                    |                                            |         |       | 161      |          | 161      |             | 323      |          | 323     
|                        | Checks in excess of cash in bank                                 |                                            |         | 500   |          | 500      |          | 2,168       |          | 2,168   
|                        | Accrued expenses and other payables                              |                                            |         | 475   |          | 475      |          | 655         |          | 655     
|                        | Capital Leases - current portion                                 |                                            |         | 382   |          | 382      |          | 428         |          | 428     
|                        | Note payable - related party                                     |                                            |         | 9     |          | 9        |          | 1,273       |          | 1,273   
|                        | Deferred income - grant, current portion                         |                                            | 1,444   |       | 1,444    |          | 8        |             | 8       
|                        |                                                                  | Total Current Liabilities                  | 8,568   |       | 8,568    |          | 6,578    |             | 6,578   
|                        |                                                                  |                                            |         |       |          |          |          |             |          |          |          |         
|Long-term Liabilities   |                                                                  |                                            |         |       |          |          |          |             |          |         
|                        | Capital leases, non-current portion                              |                                            |         | 1,194 |          | 1,194    |          | 1,098       |          | 1,098   
|                        |                                                                  | Total Long-term Liabilities                | 1,194   |       | 1,194    |          | 1,098    |             | 1,098   
|                        |                                                                  | Total Liabilities                          | 9,762   |       | 9,762    |          | 7,676    |             | 7,676   
|                        |                                                                  |                                            |         |       |          |          |          |             |          |          |          |         
|Stockholders' Equity    |                                                                  |                                            |         |       |          |          |          |             |          |         
|                        | Preferred stock, $.0001 par value, 20,000,000 shares authorized, |                                            |         |       |          |          |          |            
|                        | non issued and outstanding                                       | -                                          |         | -     |          | -        |          | -          
|                        | Common stock, $.0001 par value, 80,000,000 shares authorized,    |                                            |         |       |          |          |          |            
|                        | 18,564,002 shares issued and outstanding                         | 2                                          |         | 2     |          | 2        |          | 2          
|                        | Additional paid in capital                                       |                                            |         |       | 33,478   |          | 33,478   |             | 33,478   |          | 33,478  
|                        | Accumulated other comprehensive income                           |                                            | (2,899) |       | (2,953)  |          | (4,552)  |             | (4,663) 
|                        | Accumulated deficit                                              |                                            |         |       | (16,882) |          | (16,347) |             | (16,021) |          | (15,486)
|                        |                                                                  | Total Stockholders' Equity                 | 13,699  |       | 14,180   |          | 12,907   |             | 13,331  
|                        |                                                                  | Total Liabilities and Stockholders' Equity | 23,461  |       | 23,942   |          | 20,583   |             | 21,007  

















10





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OXFORD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)



|                                           |                                               |                     |                           |        |            |                             |            |                           |        |          |        |         
|------------------------------------------ | --------------------------------------------- | ------------------- | ------------------------- | ------ | ---------- | --------------------------- | ---------- | ------------------------- | ------ | -------- | ------ | --------
|                                           |                                               |                     |                           |        |            | Three-Months Ended June 30, |            | Six-Months Ended June 30,
|                                           |                                               |                     |                           |        |            | 2009                        |            | 2009                      |        | 2009     |        | 2009    
|                                           |                                               |                     |                           |        |            | restated                    |            | original                  |        | restated |        | original
|                                           |                                               |                     |                           |        |            | US $'000                    |            | US $'000                  |        | US $'000 |        | US $'000
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |          |        |         
|Net Sales                                  |                                               |                     |                           |        | 5,563      |                             | 5,563      |                           | 10,252 |          | 10,252
|Cost of Sales                              | (5,194)                                       |                     | (5,633)                   |        | (9,419)    |                             | (10,401)  
|                                           |                                               |                     | Gross Profit / (Loss)     | 369    |            | (70)                        |            | 833                       |        | (149)   
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |          |        |         
|Operating Expenses                         |                                               |                     |                           |        |            |                             |            |                           |        |         
|                                           | Selling, general and administrative           | 1,036               |                           | 597    |            | 2,037                       |            | 1,055                    
|                                           |                                               |                     | Operating Income / (Loss) | (667)  |            | (667)                       |            | (1,204)                   |        | (1,204) 
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |          |        |         
|Other Income and Expenses                  |                                               |                     |                           |        |            |                             |            |                           |       
|                                           | Rental income                                 |                     |                           |        | 243        |                             | 243        |                           | 463    |          | 463   
|                                           | Economic development grant                    |                     |                           | -      |            | -                           |            | -                         |        | -       
|                                           | Interest income                               |                     |                           |        | -          |                             | -          |                           | -      |          | -     
|                                           | Interest expense                              |                     |                           |        | (59)       |                             | (59)       |                           | (120)  |          | (120) 
|                                           | Net Income / (Loss) before Income Tax Benefit | (483)               |                           | (483)  |            | (861)                       |            | (861)                    
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |          |        |         
|Income tax benefit / (loss)                | -                                             |                     | -                         |        | -          |                             | -         
|                                           |                                               | Net Income / (Loss) | (483)                     |        | (483)      |                             | (861)      |                           | (861) 
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |          |        |         
|Other Comprehensive Income / (Loss)        |                                               |                     |                           |        |            |                             |           
|                                           | Foreign currency translation                  | 1,936               |                           | 2,003  |            | 1,653                       |            | 1,710                    
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |          |        |         
|                                           |                                               |                     |                           |        |            | 1,453                       |            | 1,520                     |        | 792      |        | 849     
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |          |        |         
|Basic and Diluted Earnings / (Loss) Income |                                               |                     |                           |        |            |                             |            |                          
|per Common Share                           |                                               |                     |                           | (0.03) |            | (0.03)                      |            | (0.05)                    |        | (0.05)  
|                                           |                                               |                     |                           |        |            |                             |            |                           |        |          |        |         
|Weighted Average Common Shares Outstanding | 18,564,002                                    |                     | 18,564,002                |        | 18,564,002 |                             | 18,564,002





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 check 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



11





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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. On July 29, 2008 The Company acquired 100% of the share capital (1,000 shares) of Axiom MS Limited (AMS). AMS was incorporated on July 29, 2008 to seek new business opportunities



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 Defense 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 programs 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



Six-month periods ending June 30, 2009 and 2008



Revenues



Revenues for the six month period ended June 30, 2009 were $10.3 million which is a decrease of $9.5 million or 48% as compared to $19.8 million for the same period in 2008.  The decrease in sales is due to the financial decline within the UK, customers are being more cautious and keeping their order books to a minimum



Cost of sales



Cost of sales consists of the material cost of goods sold, direct overhead, direct wages and direct depreciation expenses. For the six months ended June 30, 2009, cost of sales was $9.4 million as compared to $17.0 million for the six months ended June 30, 2008. This decrease of 45% is due to a decrease in sales for the same period.







Operating Expenses



12





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Operating expenses consists of selling, general and administrative expenses. For the six months ended June 30, 2009 operating expenses were $2 million compared to $2.7 million for the same period of the previous year. The decrease of 26% is a result of lower spending on recruitment, test equipment, and marketing.



Rental Income



For the period ended June 30, 2009, rental income was $463,000 as compared to $576,000 for the same period of the previous year. The actual sterling value of rental income has increased but due to the decrease in the US Dollar against the British Pound the dollar value has decreased. The increase in rental income is due to more storage space being used by the existing tenant.



Interest expenses



Interest expense for the six months ended June 30, 2009 was $120,000 as compared to $233,000 for the same period of the previous year. The decrease is mainly due to the decrease in interest rates with the Bank of England base rate dropping from 5% in June 2008 to 0.5% in June 2009.



Net Income (loss)



As a result of the factors discussed above, for the six month period ending June 30, 2009, net loss was $861,000 as compared to net income of $611,000 for the same period of the previous year. This resulted in a basic loss per share of $0.05 on weighted average common shares outstanding of 18,564,002 for the six month period ended June 30, 2009 as compared to basic income per share of $0.03 on the 18,564,002 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 June 30, 2009, the company had cash and cash equivalents of around $1,553,000.



For the six months ended June 30, 2009, net cash provided by operating activities was $82,000 as compared to ($291,000) used in operating activities in the same period of the prior year. This amount is mainly made up of increases in accounts receivables and increases in accounts payables.



Net cash used in investing activities was $69,000 as compared to $1,843,000 used in investing activities for the same period of the prior year. This is due to the increase in the purchase of plant and equipment.



Net cash used in financing activities for the six month period ended June 30, 2009 was ($89,000), as compared to $2,067,000 provided by financing activities for the same period of the previous year. The amount is mainly made up of decreases in checks in excess of bank.



For the six months ended June 30, 2009, 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 $4,312,620 subject to the level of qualifying sales invoiced and a bank overdraft limit of $165,870. Interest rates are calculated with reference to bank base rates.  At June 30, 2009, interest on invoice discounting facility was charged at 2% above Base and interest on the bank overdraft at 2% above Base. The intercompany loan interest rate is 5%, the finance lease agreements have varying interest rates ranging from 6% to 7.5% and the note payable demands an interest rate of 8%. The accounts receivable of the Company is collateral for this arrangement.



The following summarizes our debt and other contractual obligations at June 30, 2009:



Description                  Amount                        Term

------------------------  --------------------   ------------------------------------------------------------------------------------------------





Ongoing until facility terminated



$    833,000





Mix of 3 and 5 year term commencing August 2005 to September 2008





Payable in full on 31 December 2009

------------------------------------------------------------------------------------------------------------------------------------------------



$5,569,000





13





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The intercompany loans are not eliminated on consolidation. The balance per the consolidated balance is shown as follows:





$161,000



$158,000



$514,000



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, 2008. 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.   Quantitative & Qualitative Disclosures about Market Risk



This item is not required for a smaller reporting company.



ITEM 4(T).   Controls & Procedures





Evaluation of Disclosure Controls and Procedures



Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2009.  Based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report.



As used herein, the term disclosure controls and procedures means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the rules and forms issued by the SEC.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Companys management, including its principal executive officer or officers and its principal financial officer or officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.



The reason our disclosure controls and procedures were ineffective as of June 30, 2009, was that, following the SEC Staffs comments, we found that we had failed to correctly record the cost of goods sold for June 30.



Management has discussed these material weaknesses with our board of directors and has engaged in the following remediation efforts to ensure that the significant deficiencies do not recur:



(1) Provide additional training to our accounting staff on the requirements of the U.S. generally accepted accounting principles to improve their familiarity with those standards, and ensure their proper application of the U.S. GAAP to various financial transactions; and





14





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(2) Adopt procedures (i) to conduct additional accounting review and control, and (ii) to confirm that our financial statements for each period, present fairly, in all material respects, our financial positions, results of operations and cash flows for the periods presented are in conformity with U.S. generally accepted accounting principles.



These remediation efforts are designed to address the material weaknesses identified and to improve and strengthen our overall control environment.  We believe these actions will prevent significant deficiencies from recurring.



(b) Changes in Internal Controls over Financial Reporting



During the first quarter of 2009 a change in accounting staff led to a lapse in the review process. Due to this an error in the way we reported our cost of goods sold and operating expenses went undetected into the second quarter of 2009. We have now implemented a more thorough review to ensure no such errors occur again.







PART II



OTHER INFORMATION





Item 1.  Legal Information



Not Applicable



Item 1A. Risk Factors



Our 2008 Form 10-K contains a detailed discussion of certain risk factors that could materially adversely affect our business, operating results or financial condition. There were no material changes in these risk factors since such disclosure.



Item 2.  Unregistered Sales of Equity Securities and use of Proceeds



Not Applicable



Item 3.  Defaults upon Senior Securities



Not Applicable



Item 4.  Submission of Matters to a Vote of Security Holders



Not Applicable



Item 5.  Other Information



Not Applicable



Item 6.  Exhibits



(a)  Exhibits



Exhibit No.                         Description

----------  ------------------------------------------------------------------------------------------------------------------------------

31.1        Certification Pursuant to rules 13a-14(a) and 15d-14(a) of the Exchange Act.

32.1        Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-

Oxley Act of 2002



















15





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SIGNATURES







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.







Oxford Technologies, Inc.









By:  /s/ Vivian Lam Lee Yu

Vivian Lam Lee Yu, President and Chief Financial Officer



May 5, 2010



16