UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q/A

Amendment No. 2



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



For the quarterly period ended March 31, 2009



or



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



For the transition period from  to .



Commission file number 000-49854



OXFORD TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)





|                                                               |                                        
|-------------------------------------------------------------- | ---------------------------------------
|                                                               |                                        
|Delaware                                                       | 04-3615974                             
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer identification number)
|                                                               |                                        
|80 Wall Street, Suite 818, New York, NY                        | 10005                                  
|(Address of principal executive offices)                       | (Zip Code)                             



(212) 809-1200

(Registrants telephone number, including area code)



Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the 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   ̈



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 Rule12b-2 of the Exchange Act.



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





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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 of the issuer's classes of common equity, as of the latest practicable date:  18,564,002 shares of common stock as of May 15, 2009.











Item 1.  FINANCIAL STATEMENTS





























































































2





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OXFORD TECHNOLOGIES, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS



|                                     |                                                                  |                                            |   |           |              |      |          |        | 
|------------------------------------ | ---------------------------------------------------------------- | ------------------------------------------ | - | --------- | ------------ | ---- | -------- | ------ | 
|                                     |                                                                  |                                            |   | March 31, | December 31,
|                                     |                                                                  |                                            |   | 2009      |              | 2008
|ASSETS                               |                                                                  | US $000                                    |   | US $000  
|Current Assets:                      |                                                                  |                                            |   |           |              |     
|                                     | Cash and cash equivalents                                        |                                            | $ | 1,394     |              | $    | 1,445   
|                                     | Accounts receivable                                              |                                            |   | 3,349     |              |      | 3,896   
|                                     | Inventories                                                      |                                            |   | 4,492     |              |      | 4,528   
|                                     | Other current assets                                             |                                            |   | 186       |              |      | 358     
|                                     |                                                                  | Total Current Assets                       |   |           | 9,421        |      |          | 10,227
|                                     |                                                                  |                                            |   |           |              |      |          |       
|                                     | Property and equipment, net of accumulated depreciation          |                                            |   |           |              |      |         
|                                     |                                                                  | of $25,455 and $25,798                     |   |           | 9,941        |      |          | 10,324
|                                     |                                                                  |                                            |   |           |              |      |          |       
|Other Long-Term Assets:              |                                                                  |                                            |   |           |              |     
|                                     | Deferred income taxation, non-current portion                    |                                            |   | 405       |              |      | 414     
|                                     | Security Deposits                                                |                                            |   | 41        |              |      | 42      
|                                     |                                                                  |                                            |   |           |              |      |          |       
|                                     |                                                                  | Total Assets                               |   | $         | 19,808       |      | $        | 21,007
|                                     |                                                                  |                                            |   |           |              |      |          |       
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                  |                                            |   |           |              |     
|Current Liabilities:                 |                                                                  |                                            |   |           |              |     
|                                     | Accounts payable                                                 |                                            | $ | 1,914     |              | $    | 1,571   
|                                     | Accounts payable -  related party                                |                                            |   | 150       |              |      | 152     
|                                     | Taxes payable                                                    |                                            |   | 303       |              |      | 323     
|                                     | Checks in excess of cash in bank                                 |                                            |   | 1,595     |              |      | 2,168   
|                                     | Accrued expenses and other payables                              |                                            |   | 567       |              |      | 655     
|                                     | Capital leases - current portion                                 |                                            |   | 404       |              |      | 428     
|                                     | Note payable - related party                                     |                                            |   | 1,245     |              |      | 1,273   
|                                     | Deferred income - grant, current portion                         |                                            |   | 8         |              |      | 8       
|                                     |                                                                  | Total Current Liabilities                  |   |           | 6,186        |      |          | 6,578 
|Long-term Liabilities:               |                                                                  |                                            |   |           |              |     
|                                     | Capital leases, non-current portion                              |                                            |   | 962       |              |      | 1,098   
|                                     |                                                                  | Total Long-term Liabilities                |   |           | 962          |      |          | 1,098 
|                                     |                                                                  | Total Liabilities                          |   |           | 7,148        |      |          | 7,676 
|Stockholders' Equity:                |                                                                  |                                            |   |           |              |     
|                                     | Preferred stock, $.0001 par value, 20,000,000 shares authorized, |                                            |   |           |              |      |         
|                                     |                                                                  | none issued and outstanding                |   |           | -            |      |          | -     
|                                     | Common stock, $.0001 par value 80,000,000 shares authorized,     |                                            |   |           |              |      |         
|                                     |                                                                  | 18,564,002 shares issued and outstanding   |   |           | 2            |      |          | 2     
|                                     | Additional paid in capital                                       |                                            |   | 33,478    |              |      | 33,478  
|                                     | Accumulated other comprehensive income                           |                                            |   | (4,956)   |              |      | (4,663) 
|                                     | Accumulated deficit                                              |                                            |   | (15,864)  |              |      | (15,486)
|                                     |                                                                  | Total Stockholders' Equity                 |   |           | 12,660       |      |          | 13,331
|                                     |                                                                  |                                            |   |           |              |      |          |       
|                                     |                                                                  | Total Liabilities and Stockholders' Equity |   | $         | 19,808       |      | $        | 21,007





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







3





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OXFORD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)



|                                                            |                                               |          |                             |          |      |            |      
|----------------------------------------------------------- | --------------------------------------------- | -------- | --------------------------- | -------- | ---- | ---------- | -----
|                                                            |                                               |          | Three-Month Ended March 31,
|                                                            |                                               |          | 2009                        |          | 2008
|(Dollars in thousands except per share data)                |                                               | US $'000 |                             | US $'000
|Net Sales                                                   |                                               | $        | 4,689                       |          |      | 9,195     
|Cost of Sales                                               |                                               |          | (4,768)                     |          |      | (7,953)   
|                                                            | Gross Profit / (Loss)                         |          |                             | (79)     |      |            | 1,242
|Operating Expenses                                          |                                               |          |                             |          |      |           
|                                                            | Selling, general and administrative           |          |                             | 458      |      |            | 1,262
|                                                            | Operating Income / (Loss)                     |          |                             | (537)    |      |            | (20) 
|                                                            |                                               |          |                             |          |      |            |      
|Other Income and Expenses                                   |                                               |          |                             |          |      |           
|                                                            | Rental income                                 |          |                             | 220      |      |            | 289  
|                                                            | Economic development grant                    |          |                             | -        |      |            | 96   
|                                                            | Interest income                               |          |                             | -        |      |            | 20   
|                                                            | Interest expense                              |          |                             | (61)     |      |            | (119)
|                                                            | Net Income / (loss) before income tax benefit |          |                             | (378)    |      |            | 266  
|                                                            |                                               |          |                             |          |      |            |      
|Income tax (liability) / benefit                            |                                               |          | -                           |          |      | -         
|                                                            |                                               |          |                             |          |      |            |      
|                                                            | Net Income / (Loss)                           |          | $                           | (378)    |      |            | 266  
|                                                            |                                               |          |                             |          |      |            |      
|Other comprehensive income / (loss)                         |                                               |          |                             |          |      |           
|                                                            | Foreign currency translation                  |          |                             | (293)    |      |            | (9)  
|Total comprehensive income / (loss)                         |                                               | $        | (671)                       |          |      | 257       
|                                                            |                                               |          |                             |          |      |            |      
|Basic and diluted earnings / (loss) income per common share |                                               | $        | (0.02)                      |          |      | 0.01      
|                                                            |                                               |          |                             |          |      |            |      
|Weighted average common shares outstanding                  |                                               |          | 18,564,002                  |          |      | 18,564,002











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































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OXFORD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



|                                                   |                                              |                                                   |                                                 |       |                    |       |              |     |        
|-------------------------------------------------- | -------------------------------------------- | ------------------------------------------------- | ----------------------------------------------- | ----- | ------------------ | ----- | ------------ | --- | -------
|                                                   |                                              |                                                   |                                                 |       | Three-Months Ended
|                                                   |                                              |                                                   |                                                 |       | Mar 31, 2009       |       | Mar 31, 2008
|                                                   |                                              |                                                   |                                                 |       | US $000            |       | US $000     
|Cash Flows from Operating Activities:              |                                              |                                                   |                                                 |       |                    |      
|                                                   | Net Income                                   |                                                   | $                                               | (378) |                    | $     | 266         
|                                                   | Adjustments to reconcile net income to net   |                                                   |                                                 |       |                    |       |             
|                                                   |                                              | cash provided by operating activities:            |                                                 |       |                    |       |              |    
|                                                   |                                              |                                                   | Depreciation and amortization                   |       |                    | 156   |              |     | 300    
|                                                   |                                              |                                                   | Amortization of grant received                  |       |                    | -     |              |     | (95)   
|                                                   | Changes in operating assets and liabilities: |                                                   |                                                 |       |                    |       |             
|                                                   |                                              |                                                   | Accounts receivable                             |       |                    | 456   |              |     | (473)  
|                                                   |                                              |                                                   | Inventories                                     |       |                    | (64)  |              |     | (681)  
|                                                   |                                              |                                                   | Other current assets                            |       |                    | 167   |              |     | (256)  
|                                                   |                                              |                                                   | Accounts payable                                |       |                    | 376   |              |     | 834    
|                                                   |                                              |                                                   | Taxes payable                                   |       |                    | (13)  |              |     | (256)  
|                                                   |                                              |                                                   | Accrued expenses and other payables             |       |                    | (98)  |              |     | 574    
|                                                   |                                              |                                                   | Interest payable - related party                |       |                    | 24    |              |     | -      
|                                                   |                                              |                                                   | Deferred income - rent                          |       |                    | -     |              |     | (266)  
|                                                   |                                              |                                                   | Cash provided by (used in) operating activities |       |                    | 626   |              |     | (53)   
|                                                   |                                              |                                                   |                                                 |       |                    |       |              |     |        
|Cash Flows from Investing Activities:              |                                              |                                                   |                                                 |       |                    |      
|                                                   | Purchase of property and equipment           |                                                   |                                                 | -     |                    |       | (1,410)     
|                                                   |                                              |                                                   | Cash provided by (used in) investing activities |       |                    | -     |              |     | (1,410)
|                                                   |                                              |                                                   |                                                 |       |                    |       |              |     |        
|Cash Flows from Financing Activities:              |                                              |                                                   |                                                 |       |                    |      
|                                                   | Checks in excess of bank balance             |                                                   |                                                 | (520) |                    |       | 1,473       
|                                                   | Payments from  note payable - related party  |                                                   |                                                 | -     |                    |       | (2)         
|                                                   | Principal payments on capital leases         |                                                   |                                                 | (127) |                    |       | (58)        
|                                                   |                                              |                                                   | Cash provided by (used in) financing activities |       |                    | (647) |              |     | 1,413  
|                                                   |                                              |                                                   |                                                 |       |                    |       |              |     |        
|Effect of foreign currency translation on cash     |                                              |                                                   | (30)                                            |       |                    | 1    
|                                                   |                                              |                                                   |                                                 |       |                    |       |              |     |        
|Net increase (decrease) in cash & cash equivalents |                                              |                                                   | (51)                                            |       |                    | (49) 
|                                                   |                                              |                                                   |                                                 |       |                    |       |              |     |        
|Cash and Cash Equivalents, Beginning               |                                              |                                                   | 1,445                                           |       |                    | 213  
|                                                   |                                              |                                                   |                                                 |       |                    |       |              |     |        
|Cash and Cash Equivalents, Ending                  |                                              | $                                                 | 1,394                                           |       | $                  | 162  
|                                                   |                                              |                                                   |                                                 |       |                    |       |              |     |        
|Supplemental Cash Flow Information:                |                                              |                                                   |                                                 |       |                    |      
|                                                   | Cash Payments For:                           |                                                   |                                                 |       |                    |       |             
|                                                   |                                              | Interest                                          |                                                 | $     | 20                 |       | $            | 30 
|                                                   |                                              | Income Taxes                                      |                                                 | $     | -                  |       | $            | -  
|                                                   |                                              |                                                   |                                                 |       |                    |       |              |     |        
|                                                   | Non-cash Investing and Financing Activities: |                                                   |                                                 |       |                    |       |             
|                                                   |                                              | Equipment obtained under capital lease obligation |                                                 | $     | -                  |       | $            | 379





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



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OXFORD TECHNOLOGIES INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 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s principal office and manufacturing facility is located at Technology Park, Newbridge, South Wales, United Kingdom. Axiom is the owner of the above mentioned facility.



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



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Financial Statement Presentation  The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for full year financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Operating results for the three months ended March 31, 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 asset and liabilities, at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Revenue Recognition - Sales revenues are generally recognized when the products are shipped to the customers or services are rendered, net of discounts, returns and allowance. All revenues generated and the associated cost of sale incurred relate



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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.





|                 |   |                |  |   |                  
|---------------- | - | -------------- |  | - | -----------------
|                 |   | March 31, 2009 |  |   | December 31, 2008
|                 |   | $000           |  |   | $000             
|                 |   |                |  |   |                  
|Raw Materials    | $ | 2,520          |  | $ | 2,742            
|Work in Progress |   | 1,675          |  |   | 1,102            
|Finished Goods   |   | 297            |  |   | 684              
|Total Inventory  | $ | 4,492          |  | $ | 4,528            





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. 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. Axiom Manufacturing Services accounts for this as a transfer of receivables as a secured borrowing with pledge of collateral Management believes that this treatment complies with guidance provided in FASB ASC 860-30-25-3.  Borrowings on this facility amounted to $1.4 million at March 31, 2009. Borrowings are included with Checks in Excess of Cash in Bank under the liability section of the balance sheet. Interest expense amounted to $0.02million for the period ended March 31, 2009. The interest charged on this facility is included within interest expense under Other Income and Expenses. Charges incurred amounted to $0.02 million to 31 March 2009. Charges are included within Operating Expenses in the statement of operations and comprehensive income.













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





|                   |   |                |  |   |                  
|------------------ | - | -------------- |  | - | -----------------
|                   |   | March 31, 2009 |  |   | December 31, 2008
|                   |   | $000           |  |   | $000             
|                   |   |                |  |   |                  
|Current Account    | $ | 2              |  | $ | 3                
|Deposit Account    |   | 982            |  |   | 1,962            
|Invoice Finance    |   | (1,356)        |  |   | (2,430)          
|Unpresented Checks |   | (1,223)        |  |   | (1,703)          
|                   | $ | (1,595)        |  | $ | (2,168)          





Recently Issued Accounting Pronouncements - In May 2008, The FASB issued SFAS No 162 the Hierarchy of Generally Accepted Accounting Principles. This statement identifies the sources of accounting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. The board believes it is the entity that is responsible for selecting accounting principles for financial statements. This Statement is effective 60 days following SECs approval of the Public Company Accounting Oversight Board amendments to remove the hierarchy of generally accepted accounting principles from the auditing standards. FAS 162 is not expected to have an impact on the consolidated financial statements.



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.







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 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



8





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



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





Medical devices



Industrial control equipment



Domestic appliances



Computer and related products



Testing and instrumentation products



Ministry of 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



Three month periods ending March 31, 2009 and 2008



Revenues



Revenues for the three month period ended March 31, 2009 were $4.7 million which is a decrease of $4.5 million or 49% as compared to $9.2 million for the same period in 2008.  Revenue decreases are attributable to the declining market conditions.  Many of Axioms clientele have either reduced or postponed orders for product during the reporting period.



Cost of sales



Cost of sales consists of the material cost of goods sold, direct overhead, direct wages and direct depreciation expenses. For the three months ended March 31, 2009, cost of sales was $4.8 million as compared to $7.9 million for the three months ended March 31, 2008. This decrease of 40% is due to a decrease in sales for the same period.  Furthermore, Axiom discovered that various costs were allocated incorrectly, and products were sold at below margin values.  Hence, we saw an average cost of sales to revenue percentage increase from 86% on March 31, 2008 to 102% on March 31, 2009.



Operating Expenses



Operating expenses, consisting of selling, general and administrative expenses have decreased by $804,000 or 64% to $458,000 for the three months ended March 31, 2009. The decrease is as a result of lower spending on training, test equipment, marketing and repairs and maintenance costs.



Rental Income



For the period ended March 31, 2009, rental income was $220,000 as compared to $289,000 for the same period of the previous year. This is due to the amount of unused warehouse space being let to an existing tenant being reduced.





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Interest expenses



Interest expense for the three months ended March 31, 2009 was $61,000 as compared to $119,000 for the same period of the previous year. The decrease is mainly due to the decrease in currency movement in the US dollar against the British pound.



Net Income (loss)



As a result of the factors discussed above, for the three month period ending March 31, 2009, net loss was $378,000 as compared to net income of $266,000 for the three month period ending March 31, 2008. This resulted in a basic loss per share of $0.02 on weighted average common shares outstanding of 18,564,002 for the three month period ended March 31, 2009 as compared to basic income per share of $0.01 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 March 31, 2009, the company had cash and cash equivalents of around $1,394,000.



For the three months ended March 31, 2009, net cash provided by operating activities was $626,000 as compared to ($53,000) used in operating activities in the same period of the prior year. This amount is mainly made up of decreases in accounts receivable.



Net cash used in financing activities for the three month period ended March 31, 2009 was ($647,000), as compared to $1,413,000 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 three months ended March 31, 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 $3,716,960 subject to the level of qualifying sales invoiced and a bank overdraft limit of $142,960. Interest rates are calculated with reference to bank base rates.  At March 31, 2009, interest on invoice discounting facility was charged at 2% above Base and interest on the bank overdraft at 2% above Base. The inter-company 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 March 31, 2009:



Description                  Amount                        Term

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





Ongoing until facility terminated



$    557,000





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





Payable in full on 31 December 2009

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



$4,116,000



The inter-company loans are not eliminated on consolidation, as the loans were from related parties which do not get consolidated with Oxford Technologies Inc. The balance per the consolidated balance is shown as follows:





$150,000



$100,000



$307,000

$557,000



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



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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 statements.





ITEM 3.   Quantitative & Qualitative Disclosures about Market Risk



This item is not required for a smaller reporting company.





ITEM 4(T).   Controls & Procedures



(a) 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 March 31, 2009. Based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective 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.



Despite the conclusion that our disclosure controls and procedures were effective as of March 31, 2009, we had a control deficiency so that we failed to file our Annual Report on Form 10-K for the fiscal years ended December 31, 2008 and 2007 within the time periods specified by the SEC.  The delay was largely the result of (i) later start of our audit process, and (ii) inadequate coordination between our operating subsidiarys statutory auditors in the UK and our registered public accounting firm in the US.



The deficiency as mentioned above is neither a material weakness nor a significant deficiencyunder the definitions of Rule 12b-2 of the Exchange Act.  When considering the effect of other compensating controls, such deficiency had no impact on our disclosure controls and procedures, and had no impact on our internal control over financial reporting and financial reporting per se.



Following our 2008 Annual Report, we have taken measures to address such deficiency through the following actions:



    Start our annual audit and quarterly review earlier; and



    Perform additional procedures to ensure better coordination between our UK auditors and US registered public accounting firm.





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We will continue to consider measures to improve the quality and timeliness of reporting and will continue to evaluate and address any issues we identify relating to the processes and resources necessary for effective disclosure controls and procedures.



(b) Changes in Internal Controls over Financial Reporting



There were no changes in the Companys internal control over financial reporting that occurred during the Companys last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.







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

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





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



Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



















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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/ Jacinta Sit

Jacinta Sit, President and Chief Financial Officer



November 25, 2009



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