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

                                FORM 10-QSB

(Mark One)

 (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended June 30, 2003

 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                  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            (IRS Employer Identification No.)
    incorporation or organization)

                  524 Westgate Drive, Edison, New Jersey 08820
-----------------------------------------------------------------------------
                      (Address of principal executive offices)

                                (908) 412-9210
-----------------------------------------------------------------------------
                          (Issuer's telephone number)

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

    Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.  Yes [X]    No [ ]

    State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 18,564,002 shares of common
stock, $.0001 par value, as of November 10, 2003.

    Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


<PAGE>                                    1



                                OXFORD TECHNOLOGIES INC.


                                      FORM 10-QSB

                                        INDEX


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

   Consolidated Balance Sheets as of June 30, 2003 (Unaudited)
     and December 31, 2002...............................................     3
   Consolidated Statements of Operations for the Three and Six Months
     Ended June 30, 2003 and 2002 (Unaudited)............................     4
   Consolidated Statements of Cash Flows for the Six Months Ended
     June 30, 2003 and 2002 (Unaudited)..................................     5
   Notes to Financial Statements (Unaudited).............................     6

Item 2.  Management's Discussion and Analysis or Plan of Operation.......    10
Item 3.  Controls and Procedures.........................................    13


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings...............................................    14
Item 2.  Changes in Securities...........................................    14
Item 3.  Defaults Upon Senior Securities.................................    14
Item 4.  Submission of Matters to a Vote of Security Holders.............    14
Item 5.  Other Information...............................................    14
Item 6.  Exhibits and Reports on Form 8-K................................    14

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


<PAGE>                                    2



                              OXFORD TECHNOLOGIES INC.

                            CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                     ASSETS

                                                   June 30, 2003    Dec. 31, 2002
                                                      Unaudited        Audited
                                                   --------------   --------------
                                                        US$'000         US$'000

                                                  <c>           <c>
Current assets:
Cash and cash equivalents.........................   $       20      $       47
Accounts receivable, net of allowance
  for doubtful accounts of $43 and $21, as of
  June 30, 2003 and Dec. 31, 2002, respectively...        3,601           3,177
Inventory.........................................        4,335           3,436
Other current assets..............................          606             338
                                                      ----------      ---------
     Total Current Assets.........................        8,562           6,998

Property and equipment, net of accumulated
 depreciation of $23,138 and $22,900 as of
 June 30, 2003 and Dec. 31, 2002, respectively....       14,895          14,955
                                                      ---------      ----------
                                                      $  23,457      $   21,953
                                                      =========      ==========


                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable..................................    $   4,406      $    2,908
Notes payable, current portion....................        1,337             192
Taxes payable.....................................           93             270
Accrued expenses..................................          314              90
Deferred income, current portion..................          616             859
Other current payable.............................          159               2
                                                      ---------      ----------
     Total Current Liabilities....................        6,925           4,321

Long-term Liabilities:
Deferred income, non-current portion..............        2,752           2,965
Notes payable, non-current portion................          370             459
                                                      ---------      ----------
                                                          3,122           3,424
Stockholders' Equity (Deficiency)
Common stock, 18,564,002 shares authorized,
 issued, and outstanding..........................       21,109          21,109
Additional paid in capital........................       11,865          11,865
Accumulated Other Comprehensive Income............          807             390
Accumulated Deficit...............................     (20,371)        (19,156)
                                                      ---------      ----------
Total Shareholders' Equity........................       13,410          14,208
                                                      ---------      ----------
                                                      $  23,457       $  21,953
                                                      =========      ==========

</TABLE>

           The accompanying notes are an integral part of the statements



<PAGE>                                   3



                               OXFORD TECHNOLOGIES INC.

                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (Unaudited)

<TABLE>
<CAPTION>

                                      Three-Month Period     Six-Month Period
                                        Ended June 30,        Ended June 30,
                                     ---------------------  --------------------
                                         2003       2002      2003      2002
                                     ---------- ----------  ---------  ---------
                                       US$'000    US$'000    US$'000    US$'000


                                   <c>        <c>        <c>        <c>
Sales............................     $  4,171   $  2,854    $ 7,080    $ 5,483
Cost of Sales....................        3,262      3,800      5,780      7,460
                                       -------   --------    -------    -------
Gross Income (Loss)..............          909      (946)      1,300    (1,977)

Operating Expenses
  Selling, general and administrative    1,254      1,669      2,486     2,557
                                       -------   --------    -------   --------
Operating Loss..................         (345)    (2,615)    (1,186)    (4,534)

Interest income.................             -          -          2         16
Interest expense................          (17)        (9)       (31)       (45)
                                       -------   --------    -------    --------
Loss Before Income Taxes........         (362)    (2,624)     (1,215)    (4,563)

Income tax benefit..............             -          -           -          -
                                      --------   --------    --------   --------
Net Loss........................      $  (362)   $(2,624)    $(1,215)   $($,563)
                                      ========   ========    ========   ========

Basic loss per common share.....      $ (0.02)   $ (0.19)    $ (0.07)   $ (0.38)
                                      ========   ========    ========   ========

Weighted average common shares..    18,564,002 13,654,002  17,403,781 12,015,604
                                    ========== ==========  ========== ==========

</TABLE>


            The accompanying notes are an integral part of the statements.


<PAGE>                                       4



                                  OXFORD TECHNOLOGIES INC.
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (Unaudited)

<TABLE>
<CAPTION>
                                                             Six-Month Period
                                                               Ended June 30,
                                                          -----------------------
                                                               2003         2002
                                                          ------------ ----------
                                                            US$'000     US$'000

                                                        <c>          <c>
Cash Flows From Operating Activities:
 Net Loss................................................  $ (1,215)   $ (4,563)
 Adjustments to reconcile net income to net cash
   used in operating activities:
    Depreciation and amortization........................       630         682
    Amortization of grant received.......................     (296)           -
    Gain/loss from disposal of property, plant and
     machinery...........................................         -        (43)

 Changes in operating assets and liabilities:
   Accounts receivable...................................     (424)       (966)
   Inventory.............................................     (899)     (1,198)
   Other assets..........................................       268       (371)
   Accounts payable......................................     1,498       3,646
   Taxes payable.........................................     (177)           -
   Accrued expenses......................................       224        (33)
   Deferred income.......................................     (160)         116
   Other payable.........................................       157           -
                                                            -------     -------
      Cash used in operating activities..................     (930)     (2,731)

Cash Flows From Investing Activities:
   Proceeds from sale of property and equipment..........         -          52
   Purchase of property and equipment....................     (109)       (436)
                                                            -------      ------
Cash used in investing activities........................     (109)       (384)

Cash Flows From Financing Activities:
  Proceeds from additional capital contribution..........        -        1,628
  Proceeds from notes payable............................     1,056           -
                                                            -------     -------
      Cash provided by financing activities..............     1,056       1,628

  Effect of exchange rate changes on cash and
    cash equivalents.....................................      (44)       1,484
                                                            -------     -------
  Increase (Decrease) in cash and cash equivalents.......      (27)         (3)

Cash and Cash Equivalents, Beginning.....................       47            9
                                                            ------      -------
Cash and Cash Equivalents, Ending........................   $   20       $    6
                                                            ======      =======


          The accompanying notes are an integral part of the statements.

</TABLE>


<PAGE>                                     5





                              OXFORD TECHNOLOGIES INC.

                         Notes to the Financial Statements
                                   June 30, 2003


NOTE 1. NATURE OF OPERATIONS

   Oxford Technologies Corp. ("the Company") and its subsidiary, Axiom
   Manufacturing Services Limited ("Axiom) provide electronic
   manufacturing services (EMS) to third party in the markets of
   telecommunication equipment, computers and related products, video,
   audio, entertainment products, industrial control equipment, testing
   and instrumentation products and medical devices. Axiom offers its
   customers comprehensive and integrated design and manufacturing
   services, from initial product design to volume production, direct
   order fulfillment and aftermarket support.

   Axiom's principal offices and manufacturing facilities are located in
   Technology Park, Newbridge, South Wales, United Kingdom. Axiom is the
   owner of the above-mentioned facilities.

   The Company was incorporated in the State of Delaware on March 8, 2002
   as a blank check company. On February 12, 2003, the Company entered
   into a Share Exchange Agreement with Great Admirer Limited ("Great
   Admirer"), a Hong Kong corporation for all issued and outstanding ordinary
   shares of Axiom, a wholly owned subsidiary of Great Admirer. 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
   acquisition was accounted for as a reverse merger in accordance with
   generally accepted accounting principles in the United States.

   Axiom was incorporated in South Wales, United Kingdom on September 3,
   1980 under the name of Aiwa (UK) Ltd. Axiom's name was changed to Axiom
   Manufacturing Services Limited on April 10, 2002, as a result of the
   acquisition of the Company by Great Admirer.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Basis of Presentation.  The accompanying unaudited consolidated
   ----------------------
   financial statements have been prepared in accordance with generally
   accepted accounting principles in the United States of America for
   interim financial information.  Accordingly, they do not include all
   of the information and footnotes required by generally accepted
   accounting principles in the United States of America for full year
   financial statements. In the opinion of management, all adjustments
   considered necessary for a fair presentation have been included and are
   of a normal, recurring nature.  Operating results for the three and
   six-month periods ended June 30, 2003, are not necessarily indicative
   of the results that may be expected for the year ended December 31, 2003.
   These consolidated financial statements should be read in conjunction with
   the consolidated financial statements and the notes thereto that are
   included in the Company's annual report on Form 10-KSB for the fiscal
   period ended December 31, 2002.

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

   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.

   Foreign Currency Translation.  The functional currency of the Company's
   ----------------------------
   operations in UK is the British Pound Sterling.  Results of operations and
   cash flows are translated at average exchange rates during the period while
   specific investing and financing activities are translated at rates in
   effect at the time of the cash inflow or outflow.  Assets and liabilities
   are translated at end-of-period exchange rates. Translation adjustments are
   shown as a separate component of stockholders' equity.  Foreign currency
   transaction gains or loss are included in the determination of net income.

   Revenue Recognition.  Sales revenues are generally recognized when the
   -------------------
   products are dispatched to the customers or services are rendered, net
   of provision for discounts, returns and allowance.

   Cash Equivalents.  The Company considers highly liquid instruments with
   ----------------
   original maturity of three months or less to be cash equivalents.

   Inventories.  Inventories are stated at the lower of cost or market. Cost
   -----------
   has been determined using the first-in, first-out method.

   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 assets classes
   as follows:

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

   Leasehold improvements are amortized over the shorter of related lease
   terms or the estimated useful lives.  Upon retirement or sale, the costs
   of the assets disposed and the related accumulated depreciation 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.

   Income Taxes.  Deferred taxes are provided on an asset and liability
   -------------
   method whereby deferred tax assets are recognized for deductible
   temporary differences and operating loss carryforwards and deferred tax
   liabilities are recognized for taxable temporary differences. Temporary
   differences are the difference between the reported amounts of assets
   and liabilities and their tax basis.  Deferred tax assets are reduced by
   a valuation allowance when, in the opinion of management, it is more
   likely than not that some portion or all of the deferred tax assets will
   be realized.  Deferred tax assets and liabilities are adjusted for the
   effects of changes in tax laws and rates on the date of enactment.

   Fair Value of Financial Instruments.  The carrying amounts of the
   ------------------------------------
   Company's financial instruments, which include cash, accounts receivable,
   accounts payable, and accrued expenses approximate their fair values at
   June 30, 2003 and December 31, 2002.

   Advertising Costs. The Company expenses advertising costs when incurred.
   ------------------

   Comprehensive Income.  The Company's comprehensive income for the periods
   --------------------
   ended June 30, 2003 and 2002 includes foreign exchange translation gains.

   Critical Accounting Policies. The Company considers the valuation of
   -----------------------------
   inventory and foreign currency translation as its significant accounting
   policies.  Some of these policies require management to make estimates
   and assumptions that may affect the reported amounts in the Company's
   financial statement.

   Forward Looking Statements.  When used in this discussion, the words
   ---------------------------
   "believes", "anticipates", "contemplated", "expects", or similar
   expressions are intended to identify forward looking statements.  Such
   statements are subject to certain risks and uncertainties that could cause
   actual results to differ materially from those projected. Those risks and
   uncertainties include changes in interest rates, the ability to control
   costs and expenses, significant variations in recognized revenue due to
   customer caused delays in installations, cancellations of contracts by
   our customers, and general economic conditions which could cause actual
   results to differ materially from historical earnings and those presently
   anticipated or projected. The Company undertakes no obligation to
   publicly release the results of any revisions to those forward looking
   statements that may be made to reflect events or circumstances after this
   date or to reflect the occurrence of unanticipated events.

   Recent Accounting Pronouncements.  In June 2001, the FASB issued SFAS No.
   --------------------------------
   143 "Accounting for Asset Retirement Obligations".  SFAS No. 143
   establishes accounting requirements for retirement obligations
   associated with tangible long-lived assets. The adoption of SFAS No. 143
   is not expected to have a material effect on the Company's financial
   position, results of operations, or cash flows.

   In August 2001, the FASB also approved SFAS No. 144, "Accounting for the
   Impairment or Disposal of Long-Lived Assets".  The provisions of SFAS No.
   144 are effective for financial statements issued for fiscal years
   beginning after December 15, 2001 and, generally are to be applied
   prospectively. At this time, the Company does not believe that the adoption
   of SFAS No. 144 will have a material effect on its financial position,
   results of operations, or cash flows.

   In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
   Associated with Exit or Disposal Activities" ("SFAS No. 146"). SFAS No.
   146 addresses significant issues regarding the recognition, measurement,
   and reporting of costs associated with exit and disposal activities,
   including restructuring activities. At this time, the Company does not
   believe that the adoption of SFAS No. 146 will have a material effect on
   its financial position, results of operations, or cash flows.

NOTE 3.  RELATED PARTY TRANSACTIONS

   In April 2002, Great Admirer acquired Axiom from Aiwa Europe Limited.
   Prior to the sale of Axiom, Aiwa Europe Limited subscribed for an
   additional 3,114,000 shares of capital stock of Axiom as consideration
   for the settlement of an inter-company debt in the amount of $4,471,000.
   Aiwa Europe Limited also waived an inter-company debt of $11,865,000
   which was recorded as additional paid-in capital.

NOTE 4.  DEFERRED INCOME

   In July 2002, the Company received a grant aid of $3,863,000 from the
   National Assembly for Wales. This funding was made available to
   safeguard jobs following the decision by Aiwa Europe Limited to end
   production of hi-fi units.  The National Assembly for Wales has been
   given security in the form of a first lien on the land and buildings at
   Technology Park, Newbridge and has the right to require repayment of
   part or all of the grants under certain circumstances. Upon receipt of
   the grant funds, the Company recorded them as deferred revenues. Each
   month, the Company records revenue based on a predetermined formula.

NOTE 5.  RECONCILIATION TO U.S. GAAP

   The Company's financial statements have been prepared in accordance
   with United Kingdom GAAP, which differs in certain significant respect
   from US GAAP. The effects of the application of U.S. GAAP to balance
   sheet are set out in the tables below:

                                                   6/30/03     12/31/02
                                          Notes    US$'000      US$'000
   --------------------------------------------------------------------
   Property & Equipment, net under UK GAAP         10,018       10,127

   US GAAP Adjustments:
   Prior period GAAP adjustments            (a)     4,142        6,116
   Reversal of impairment write back        (b)         -      (1,841)
   Increase in building depreciation        (c)     (103)        (133)
   Foreign currency translation adjustment  (d)       838          687
   --------------------------------------------------------------------
   Property & equipment, net under US GAAP         14,895       14,955

   (a) Prior period GAAP adjustments: The prior period GAAP adjustments
       represent adjustment made prior to the period ended June 30, 2003
       and December 31, 2002 to comply with US GAAP.

   (b) Reversal of write-offs due to impairment loss: Under UK GAAP, the
       valuation of building and building improvements was restated based
       upon fair market value accounting as of the balance sheet date while
       US GAAP requires the adoption of the historical cost.  For the period
       ended December 31, 2002, the impairment write back in the amount of
       $1,841 was recorded under UK GAAP.

   (c) Increase in building depreciation: The depreciation expense for
       building and building improvement was recalculated and recorded based
       on the historical cost under US GAAP.

   (d) Foreign currency translation adjustment: The foreign currency
       translation adjustment is resulted from application of different
       exchanges rates as results of operations are translated at average
       exchange rates while assets and liabilities are translated at end-of-
       period exchange rates.


Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

   This report on Form 10-QSB contains forward-looking statements. Such
statements are within the meaning of that term in Section 27A of the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, as
amended.  Such statements may include, but not be limited to, projections
of revenue, income, or loss, estimates of capital expenditures, plans for
future operations, products, or services, financing needs or plans, as well
as assumptions relating to the foregoing. The words "believe", "expect",
"anticipate", "estimate", "project", and similar expressions identify
forward-looking statements, which speak only as of the date the statement
was made.

   Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified. Future
events and actual results could differ materially from those set forth in,
contemplated by, or underlying the forward-looking statements. The Company
undertakes no obligation to publicly update or revise any forward looking
statements, whether as a result of new information, future events, or
otherwise.  The following disclosures, as well as other statements in this
Report on Form 10-QSB, including those in the notes to the Company's
consolidated financial statements, describe factors, among others, that could
contribute to or cause such differences, or that could affect the Company's
stock price.

   The following discussion of the results of the operations and financial
condition of the Company should be read in conjunction with its financial
statements and the related notes thereto.

Overview

   The Company, through its subsidiary Axiom, provides electronics
manufacturing services in the business-to-business or business-to-industrial
sectors, to original equipment manufacturers (OEMs) in the telecommunication
equipment, computers and related products for business enterprises, video/
audio/entertainment products, industrial control equipment, testing and
instrumentation products and medical devices markets.  Axiom provides its
customers with a total solution that includes a full range of services that
allow Axiom to take its customers' products from initial design through
production, test, distribution and after-market support. In many cases, Axiom
builds and services products that carry the brand names of its customers.

   Substantially all of Axiom's manufacturing services are provided on a
turnkey basis, whereby Axiom purchases customer-specified components from its
suppliers, assemble the components on printed circuit boards, perform post-
production testing and provides its customers with production process and
testing documentation. Axiom offers its customers flexible, "just-in-time"
delivery programs allowing product shipments to be closely coordinated with
its customers' inventory requirements. Additionally, Axiom completes the
assembly of its customers' products at Axiom's facilities by integrating
printed circuit board assemblies into other elements of Axiom's customers'
products. Axiom also provides manufacturing services on a consignment basis,
whereby Axiom utilizes components supplied by the customer to provide assembly
and post-production testing services.

Results of Operations


Three Months Ended June 30, 2003 Compared to Three Months Ended June 30,
2002

Revenues.  Revenues increased by $1.32 million, or 46.1%, to $4.17 million
during the three-month period ended June 30, 2003, from $2.85 million for the
three-month period ended June 30, 2002. The increase in revenue was primarily
attributable to the Company's continued marketing efforts, and the number of
the Company's customers was increased from nine at the end of March 2002 to
thirteen at the end of June 2003.

Cost of Sales.  Cost of sales, consisting of cost of goods sold, direct
overhead, direct wage and labor, and direct depreciation expenses, decreased
$538,000, or 14.1%, to $3.26 million during the three months ended June 30,
2003, from $3.80 million for the three months ended June 30, 2002. As we can
see, the cost of sales was decreased when sales were increased by $1.32
million during this period. The reasons for the decrease were primarily
attributable to a decrease in direct overhead, direct wage and labor costs.
Cost of sales as a percentage of revenues decreased to 78.2% during the three
months ended June 30, 2003, as compared to 133.1% during the three months
ended June 30, 2002.

Operating Expenses.  Operating expenses, consisting of selling, general and
administrative expenses, decreased $415,000, or 24.8 %, to $1.25 million
during the three months ended June 30, 2003, from $1.70 million for the
three months ended June 30, 2002. The decrease was largely due to decrease
in general and administrative expenses.

Net Loss.   As a result of the factors discussed above, for the three months
ended June 30, 2003, the Company had net loss of $362,000, or $0.02 per
common share, compared to a loss of $2.62 million, or $0.19 per common share,
for the same period of the previous year.


Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Revenues.  For the six months ended June 30, 2003, the Company's revenues
increased $1.60 million, or 29.1%, to $7.08 million from $5.48 million for
the six-month period ended June 30, 2002. The increase in revenue was
primarily attributable to the Company's continued marketing efforts, and
the number of the Company's customers was increased from nine at the end
of March 2002 to thirteen at the end of June 2003.

Cost of Sales.  Cost of sales, consisting of cost of goods sold, direct
overhead, direct wage and labor, and direct depreciation expenses, decreased
$1.68 million, or 22.5%, to $5.78 million for the six months ended June 30,
2003, from $7.46 million for the six months ended June 30, 2002. As we can
see, the cost of sales was decreased at the time sales were increased by
$1.60 million, or 29%, during this period. The reasons for the decrease were
primarily attributable to a decrease in direct overhead, direct wage and
labor costs. Cost of sales as a percentage of revenues decreased to 81.6%
during the six months ended June 30, 2003, as compared to 136% during the
three months ended June 30, 2002.

Operating Expenses.  Operating expenses, consisting of selling, general and
administrative expenses, decreased $71,000, or 2.8 %, to $2.49 million
during the six months ended June 30, 2003, from $2.56 million for the six
months ended June 30, 2002. The decrease was mostly due to decrease in
general and administrative expenses.

Net Loss.   As a result of the factors discussed above, for the six months
ended June 30, 2003, the Company had net loss of $1.22 million, or $0.07 per
common share, compared to a loss of $4.56 million, or $0.38 per common
share, for the same period of the prior year.

   The Company's operating losses were largely to (i) taking on low margin
business to secure market share; (ii) high staffing levels and therefore
costs following the transfer from original electronics manufacturing to
contract electronics manufacturing; and (iii) high facility costs, a
significant asset base was transferred from Aiwa to Axiom.

   The Company took actions in October 2002 to reduce headcount to more
normal levels and also to restructure its management team. This resulted in
headcount being reduced to 180 from 200. A new ERP computer system has been
introduced in November 2002, which gives better control over production
scheduling and procurement, and the benefits of this should be reflected
in the Company's financial performance going forward. Currently the Company
is concentrating on winning good quality, long-term customers who will
provide growth and stability for the Company.

Liquidity and Capital Resources

   At June 30, 2003, the Company's cash balance was $20,000, compared to
$47,000 at December 31, 2002.

   For the six months ended June 30, 2003, net cash used in operating
activities was $930,000, compared to $2.73 million for the same period of
the previous year. This decrease of $1.8 million was is due primarily to
the decrease in net loss by $3.35 million during the six-month period ended
June 30, 2003, and partially offset by changes in operating assets and
liabilities, largely by accounts receivable, accounts payable and deferred
income.

   Net cash used in investing activities for the six months ended June 30,
2003, was $109,000 compared to $384,000 for the same period in 2002. For the
six-month period ended June 30, 2003, as well as for the same period of the
prior year, net cash used in investing activities resulted primarily from
the purchase of property and equipment for capacity expansion and operating
activities.

   For the six months ended June 30, 2003, net cash provided by financing
activities was $1.06 million, primarily from proceeds from issuing short-term
debts, as compared to net cash provided by financing activities of $1.63
million, largely from additional capital contribution, during the six-month
period ended June 30, 2002.

   For the six months ended June 30, 2003, the operations of the Company were
funded primarily by cash generated from operations and with grant aid from
the Welsh Assembly Government.  This funding was made available to safeguard
jobs following the decision by Aiwa Wales Manufacturing to end production of
hi-fi units at the Newbridge site.  The Company also has bank credit facility,
which is composed of an invoice discounting facility with a maximum advance
limit of $1,604,000 subject to the level of qualifying sales invoiced. The
applicable interest rates for the invoice discounting facility are calculated
with reference to Bank Base rates.

   Because of the possible increase in the level of our business activity in
the second half of this year, we may need more working capital in order to
meet the needs of increased sales, the related costs of sales, and additional
acquisitions of property and equipment. Our capital requirements depend on
our ability to market, sell and support our manufacturing services on a
worldwide basis. We believe that our revenues from operations and our current
cash and cash equivalents will be sufficient to fund our operations for at
least the next 12 months. If we are unable to generate adequate operating cash
flows, we may need to seek additional sources of capital through equity or
debt financing, collaborative or other arrangements with other companies, bank
financing and other sources in order to realize our objectives and to continue
our operations. There can be no assurance that we will be able to obtain
additional debt or equity financing on terms acceptable to us, or at all.
Accordingly, the failure to obtain sufficient funds on acceptable terms when
eeded could have a material adverse effect on our business, results of
operations and financial condition.

Critical Accounting Policies

   Our consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America.
The preparation of financial statements requires our management to make
estimates and judgments that affect the reported amounts of assets and
liabilities, revenue and expenses and disclosures at the date of the financial
statements. We evaluate our estimates on an on-going basis, including those
related to revenue recognition, accounts receivable, legal contingencies and
income taxes. We use authoritative pronouncements, historical experience and
other assumptions as the basis for making estimates. Actual results could
differ from those estimates.

   We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our
consolidated financial statements.

Revenue Recognition

   We recognize revenue in accordance with SEC Staff Accounting Bulletin
No. 101, Revenue Recognition in Financial Statements (SAB 101), as amended
by SAB 101A and 101B. SAB 101 requires that four basic criteria must be
met before revenue can be recognized: (1) persuasive evidence of an
arrangement exists; (2) delivery has occurred or services rendered; (3)
the fee is fixed and determinable; and (4) collectibility is reasonably
assured.

   Revenue is recognized from sales when both title and risk of loss transfer
to the customer. Generally, both risk of loss and title pass to our customers
at the date of shipment via common carrier. Sales are recorded net of provision
for discounts, returns and allowance.

Inventories

   Our inventories are valued at the lower of cost or market. Cost has been
determined using the first-in, first-out (FIFO) method. Our inventory balances
are written down periodically to adjust for any obsolete or unmarketable
inventory as impairment of such inventories is identified. The estimated
write-downs for obsolete or unmarketable inventory are based upon our
understanding of market conditions and forecasts of future product demand.
If the actual amount of obsolete or unmarketable inventory significantly
exceeds the estimated amounts, our cost of sales and gross income would be
significantly adversely affected.

Foreign Currency Translation

   The functional currency of the Company's operations in UK is the British
Pound Sterling.  Results of operations and cash flows are translated at
average exchange rates during the period while specific investing and
financing activities are translated at rates in effect at the time of the
cash inflow or outflow.  Assets and liabilities are translated at end-of-
period exchange rates. Translation adjustments are shown as a separate
component of stockholders' equity.  Foreign currency transaction gains or
loss are included in the determination of net income.


Item 3.  CONTROLS AND PROCEDURES

   The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in its filings, under
the Securities Exchange act of 1934 is recorded, processed, summarized, and
reported within the periods specified in the rules and forms of the Securities
and Exchange Commission. This information is accumulated and communicated to
our management including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required
disclosures.

   Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of our disclosure controls and procedures as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded that
our disclosure controls and procedures are effective in alerting them on a
timely basis to material information required to be disclosed in our
periodic filings.

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


                       PART II.   OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS.     None.

Item 2.   CHANGES IN SECURITIES.     None.

Item 3.   DEFAULTS UPON SENIOR SECURITIES.   None.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  None.

Item 5.   OTHER INFORMATION.   None.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.

  (a)  Exhibits

   31.1  Certification of CEO and CFO Pursuant to Section 302 of the Sarbanes-
         Oxley Act of 2002

   32.1  Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-
         Oxley Act of 2002

 (b)  Reports on Form 8-K

      During the fiscal quarter ended June 30, 2003, the Registrant filed
      Forms 8-K on the following dates, reporting on the items listed below
      opposite the dates:

      April 24, 2003 -   Item 4, Changes in registrant's certifying accountant,
                         and Item 7, Exhibit 16.

      June 6, 2003 -     Form 8-K/A filed to amend the Form 8-K filed April 24,
                         2003 on Item 4, Changes in registrant's certifying
                         accountant.

      June 20, 2003 -    Item 4, Changes in registrant's certifying accountant,
                         and Item 7, Exhibit 16.




                                     SIGNATURE

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


Oxford Technologies Inc.

By:  /s/ Jacinta Sit
--------------------------
Jacinta Sit, President and
Chief Financial Officer


Date: November 10, 2003