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 September 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)

                   80 Wall Street, Suite 818, New York, NY 10005
-----------------------------------------------------------------------------
                      (Address of principal executive offices)

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

                   524 Westgate Drive, Edison, New Jersey 08820
------------------------------------------------------------------------------
             (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 18, 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 September 30, 2003 (Unaudited)
     and December 31, 2002...............................................     3
   Consolidated Statements of Operations for the Three and Nine Months
     Ended September 30, 2003 and 2002 (Unaudited).......................     4
   Consolidated Statements of Cash Flows for the Nine Months Ended
     September 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.........................................    14


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings...............................................    15
Item 2.  Changes in Securities...........................................    15
Item 3.  Defaults Upon Senior Securities.................................    15
Item 4.  Submission of Matters to a Vote of Security Holders.............    15
Item 5.  Other Information...............................................    15
Item 6.  Exhibits and Reports on Form 8-K................................    15

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


<PAGE>                                    2



                              OXFORD TECHNOLOGIES INC.

                            CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                     ASSETS

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

                                                  <c>           <c>
Current assets:
Cash and cash equivalents.........................   $        -      $       47
Accounts receivable, net of allowance
  for doubtful accounts of $43 and $21, as of
  Sept. 30, 2003 and Dec. 31, 2002, respectively..        4,370           3,177
Inventory.........................................        4,955           3,436
Other current assets..............................          359             338
                                                      ----------      ---------
     Total Current Assets.........................        9,684           6,998

Property and equipment, net of accumulated
 depreciation of $22,791 and $22,900 as of
 Sept. 30, 2003 and Dec. 31, 2002, respectively...       14,328          14,955
                                                      ---------      ----------
                                                      $  24,012      $   21,953
                                                      =========      ==========


                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable..................................    $   3,372      $    2,908
Notes payable, current portion....................        1,669             192
Taxes payable.....................................          376             270
Accrued expenses..................................           23              90
Deferred income, current portion..................          599             859
Other current payable.............................        2,183               2
                                                      ---------      ----------
     Total Current Liabilities....................        8,222           4,321

Long-term Liabilities:
Deferred income, non-current portion..............        2,527           2,965
Notes payable, non-current portion................          342             459
                                                      ---------      ----------
                                                          2,869           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............          440             390
Accumulated Deficit...............................     (20,493)        (19,156)
                                                      ---------      ----------
Total Shareholders' Equity........................       12,921          14,208
                                                      ---------      ----------
                                                      $  24,012       $  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     Nine-Month Period
                                        Ended Sept. 30,        Ended Sept. 30,
                                     ---------------------  --------------------
                                         2003       2002      2003      2002
                                     ---------- ----------  ---------  ---------
                                       US$'000    US$'000    US$'000    US$'000


                                   <c>        <c>        <c>        <c>
Sales............................     $  6,070   $  3,807   $ 13,150   $  9,290
Cost of Sales....................        4,951      4,666     10,731     12,126
                                       -------   --------    -------    -------
Gross Income (Loss)..............        1,119      (859)      2,419    (2,836)

Operating Expenses
  Selling, general and administrative    1,196        250      3,682     2,808
                                       -------   --------    -------   --------
Operating Loss..................          (77)    (1,109)    (1,263)    (5,644)

Interest income.................             -          8          2         24
Interest expense................          (45)        (7)       (76)       (52)
                                       -------   --------    -------    --------
Loss Before Income Taxes........         (122)    (1,109)    (1,337)    (5,672)

Income tax benefit..............             -          -           -          -
                                      --------   --------    --------   --------
Net Loss........................      $  (122)   $(1,109)    $(1,337)   $(5,672)
                                      ========   ========    ========   ========


Basic loss per common share.....      $ (0.01)   $ (0.08)    $ (0.08)   $ (0.45)
                                      ========   ========    ========   ========

Weighted average common shares..    18,564,002 13,564,002  17,794,771 12,537,409
                                    ========== ==========  ========== ==========

</TABLE>


            The accompanying notes are an integral part of the statements.


<PAGE>                                       4



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

<TABLE>
<CAPTION>
                                                             Nine-Month Period
                                                               Ended Sept. 30,
                                                          -----------------------
                                                               2003         2002
                                                          ------------ ----------
                                                            US$'000     US$'000

                                                        <c>          <c>
Cash Flows From Operating Activities:
 Net Loss................................................  $ (1,337)   $ (5,672)
 Adjustments to reconcile net income to net cash
   used in operating activities:
    Depreciation and amortization........................       917         982
    Amortization of grant received.......................     (446)       (144)
    Gain/loss from disposal of property, plant and
     machinery...........................................         -        (43)

 Changes in operating assets and liabilities:
   Accounts receivable...................................   (1,193)     (2,362)
   Inventory.............................................   (1,519)     (2,449)
   Other assets..........................................      (21)       (313)
   Accounts payable......................................       464       3,851
   Taxes payable.........................................       106           -
   Accrued expenses......................................      (67)          68
   Deferred income.......................................     (252)       (138)
   Other payable.........................................     2,181           -
                                                            -------     -------
      Cash used in operating activities..................   (1,167)     (6,220)

Cash Flows From Investing Activities:
   Proceeds from sale of property and equipment..........         -          52
   Purchase of property and equipment....................     (236)       (667)
                                                            -------      ------
Cash used in investing activities........................     (236)       (615)

Cash Flows From Financing Activities:
  Proceeds from grants...................................         -       3,734
  Proceeds from additional capital contribution..........         -       1,628
  Proceeds from notes payable............................     1,360         585
                                                            -------     -------
      Cash provided by financing activities..............     1,360       5,947

  Effect of exchange rate changes on cash and
    cash equivalents.....................................       (4)       1,583
                                                            -------     -------
  Increase (Decrease) in cash and cash equivalents.......      (47)         694

Cash and Cash Equivalents, Beginning.....................        47           9
                                                            -------     -------
Cash and Cash Equivalents, Ending........................   $     -      $  703
                                                            =======      ======


          The accompanying notes are an integral part of the statements.

</TABLE>


<PAGE>                                     5

 OXFORD TECHNOLOGIES INC.
                       Notes to the Financial Statements
                          September 30, 2003 (Unaudited)



NATURE OF OPERATIONS

   Oxford Technologies Corp. ("the Company"), through its subsidiary
   Axiom Manufacturing Services Ltd. ("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. The Company offers its
   customers with 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 owns above-
   mentioned facilities.

   The Company was incorporated in the State of Delaware on March 8, 2002 as
   a blank check company for the purpose of either merging with or acquiring
   an operating company with operating history and assets. On February 12,
   2003, the Company entered into a Share Exchange Agreement with Great Admirer
   Ltd. ("Great Admirer"), a Hong Kong corporation. Pursuant to the agreement,
   the Company issued 13,564,002 shares of its common stock to Great Admirer
   in exchange for all issued and outstanding ordinary shares of Axiom, a
   wholly owned subsidiary of Great Admirer, on a one-to-one basis. As a
   result, 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 Ltd. on April 10, 2002, as a result of the
   acquisition of Axiom by Great Admirer.

1.  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 nine-month periods ended September 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 September
   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 September 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.

2. 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.

3. DEFERRED INCOME

   In July 2002, the Company received a grant aid of $3,734,000 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.

4. 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:

                                          Notes       9/30/03     12/31/02
                                                      US$'000      US$'000
---------------------------------------------------------------------------
Property & Equipment, net under UK GAAP                9,627       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)        (145)        (133)
Foreign currency translation adjustment     (d)          704          687
---------------------------------------------------------------------------
Property & equipment, net under US GAAP               14,328       14,955
                                                      ======       ======

  (a)  Prior period GAAP adjustments: The prior period GAAP adjustments
       represent adjustment made prior to the period ended September 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

    Except for the historical information contained herein, the matters
discussed in this Form 10-QSB are forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
and Section 27A of the Securities Act of 1933, as amended. These forward-
looking statements involve risks and uncertainties and often depend on
assumptions, data or methods that may be incorrect or imprecise. The Company's
future operating results may differ materially from the results discussed in,
or implied by, forward-looking statements made by the Company.  Factors that
may cause such differences include, but are not limited to, those discussed
below and the other risks detailed in the Company's other reports filed with
the Securities and Exchange Commission. The words such as "believes,"
"anticipates," "expects," "future," "intends," "would," "may," and similar
expressions are intended to identify forward-looking statements. The Company
undertakes no obligation to revise any of these forward-looking statements to
reflect events or circumstances after the date hereof.

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

Net Sales.  Net sales increased by $2.26 million, or 59.4%, to $6.07 million
during the three-month period ended September 30, 2003, from $3.81 million
for the three-month period ended September 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 September 2003.

Cost of Sales.  Cost of sales, consisting of cost of goods sold, direct
overhead, direct wage and labor, and direct depreciation expenses, increased
$285,000, or 6.1%, to $4.95 million during the three months ended September
30, 2003, from $4.67 million for the three months ended September 30, 2002. The
increase in cost of sales (6.1%) was primarily attributable to the increase of
sales (59.4%).  For the three months ended September 30, 2003, the operations
of the Company was much more efficient. The cost of sales as a percentage of
sales decreased to 81.6% for the three months ended September 30, 2003, as
compared to 122.6% for the three months ended September 30, 2002.

Operating Expenses. Operating expenses, consisting of selling, general and
administrative expenses, increased $946,000, or 378 %, to $1.20 million during
the three months ended September 30, 2003, from $250,000 million for the
three months ended September 30, 2002. The increase was largely due to the
increase in general and administrative expenses.

Net Loss.  As a result, for the three months ended September 30, 2003, the
Company had net loss of $122,000, or $0.01 per common share, compared to a
loss of $1.11 million, or $0.08 per common share, for the same period of the
previous year.


Nine Months Ended September 30, 2003 Compared to Nine Months Ended September
30, 2002

Net Sales.  For the nine months ended September 30, 2003, the Company's net
sales increased $3.86 million, or 41.6%, to $13.2 million from $9.29 million
for the nine-month period ended June 30, 2002. The increase in sales 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 September 2003.

Cost of Sales.  Cost of sales, consisting of cost of goods sold, direct
overhead, direct wage and labor, and direct depreciation expenses, decreased
$1.40 million, or 11.5%, to $10.73 million for the nine months ended September
30, 2003, from $12.13 million for the nine months ended September 30, 2002.
As we can see, the cost of sales was decreased at the time sales were increased
by $3.86 million, or 41.6%, during this period.  For the nine months ended
September 30, 2003, the operations of the Company was much more efficient than
the same period of the prior year. The cost of sales as a percentage of sales
decreased to 81.6% for the nine months ended September 30, 2003, as compared
to 130.5% for the nine months ended September 30, 2002.

Operating Expenses. Operating expenses, consisting of selling, general and
administrative expenses, increased $874,000, or 31.1 %, to $3.68 million
during the nine months ended September 30, 2003, from $2.81 million for the
nine months ended September 30, 2002. The increase in operating expenses was
mostly due to the increase in sales.

Net Loss.   As a result of the factors discussed above, for the nine months
ended September 30, 2003, the Company had net loss of $1.34 million, or $0.08
per common share, compared to an net loss of $5.67 million, or $0.45 per
common share, for the same period of the prior year.

    The Company's operating losses were largely due 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 September 30, 2003, the Company has no cash balance, as compared to
$47,000 at December 31, 2002.

    For the nine months ended September 30, 2003, net cash used in the
Company's operating activities was $1.17 million, compared to $6.22 million
for the same period of the previous year. This decrease of $5.05 million was
primarily due to the decrease in net loss by $4.33 million during the nine-
month period ended September 30, 2003, and partially offset by changes in
operating assets and liabilities, largely by accounts receivable, inventory,
and accounts payable.

    Net cash used in the Company's investing activities for the nine months
ended September 30, 2003, was $236,000 compared to $615,000 for the same period
in 2002. For the nine-month period ended September 30, 2003, as well as for
the same period of the prior year, net cash used in investing activities were
mostly due to the purchase of property and equipment.

    For the nine months ended September 30, 2003, net cash provided by the
Company's financing activities was $1.36 million, primarily from proceeds
from short-term borrowings, as compared to net cash provided by the Company's
financing activities of $5.95 million, of which $3.73 million was proceeds
from government grants, $1.63 million from additional capital contribution,
and $585,000 from short-term borrowings, during the nine-month period ended
June 30, 2002.

    For the nine months ended September 30, 2003, the Company funded its
operations 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.

    For the three months ended September 30, 2003, the Company's level of
business activity, in terms of sales, was increased by 45%, as compared for
the three months ended June 30, 2003. Therefore, more working capital was
needed in order to meet the needs of increased sales, the related costs of
sales, and additional acquisitions of property and equipment. The Company
believes that its revenues from its operations with grant aid from the Welsh
Assembly Government will be sufficient to fund the Company's operations for
at least the next 12 months. If the Company is unable to generate adequate
operating cash flows, it 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 its
objectives and to continue its operations. There can be no assurance that the
Company will be able to obtain additional debt or equity financing on terms
acceptable to the Company, or at all. Accordingly, the failure to obtain
sufficient funds on acceptable terms when needed could have a material adverse
effect on the Company's business, results of operations and financial
condition.

Critical Accounting Policies

    The Company's 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 the
Company's 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. The Company evaluates its estimates on
an on-going basis, including those related to revenue recognition, accounts
receivable, legal contingencies and income taxes. The Company uses
authoritative pronouncements, historical experience and other assumptions as
the basis for making estimates. Actual results could differ from those
estimates.

    The Company believes the following critical accounting policies affect
its more significant judgments and estimates used in the preparation of the
Company's consolidated financial statements.

Revenue Recognition

    The Company recognizes 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

    The Company's inventories are valued at the lower of cost or market. Cost
has been determined using the first-in, first-out (FIFO) method. The
Company's 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 the management of
the Company, including the Company's principal executive officer and principal
financial officer, the Company conducted an evaluation of its disclosure
controls and procedures as of the end of the period covered by this report.
Based on this evaluation, the Company's principal executive officer and
principal financial officer concluded that the Company's 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,
the Company's 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.   Certification of CEO and CFO Pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002

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

   (b)  Reports on Form 8-K

        On September 9, 2003, the Company filed a Form 8-K/A to amend the
        Form 8-K dated March 3, 2003 to provide audited financial statements
        of Axiom Manufacturing Services Ltd. (formerly AIWA Wales Manufacturing
        Ltd.)






                                   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 20, 2003