SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form 20-F/A


[ ]  Registration Statement pursuant to Section 12(b) or 12(g) of the Securities
     Exchange Act of 1934;

[X]  Annual Report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934. For the fiscal year ended: December 31, 2008

[ ]  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934.

[ ]  Shell  company  report  pursuant  to Section 13 or 15(d) of the  Securities
     Exchange Act of 1934 Date of event requiring this shell company report


Commission file number: 000-31188
                        ---------


                        OXFORD INVESTMENTS HOLDINGS INC.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

                                 Not Applicable
                                 --------------
                 (Translation of Registrant's name into English)

                                 Ontario, Canada
                                 ---------------
                 (Jurisdiction of incorporation or organization)

                            1315 Lawrence Avenue East
                                    Suite 520
                                Toronto, Ontario
                                 Canada M3A 3R3
                    (Address of principal executive offices)

Securities  registered  or to be  registered  pursuant  to Section  12(b) of the
Exchange Act: None.
              ----

Securities  registered  or to be  registered  pursuant  to Section  12(g) of the
Exchange Act:
         Title of Class: Common Stock, no par value
                         --------------------------

Securities for which there is a reporting  obligation  pursuant to Section 15(d)
of the Act: None.
            ----

The number of outstanding shares of the issuer's common Stock as of December 31,
2008: 48,454,810

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act

       Yes [ ]       No[X]


If this report is an annual or transition report,  indicate by check mark if the
registrant  is not required to file  reports  pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.

       Yes [ ]       No[X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

       Yes [X]       No[ ]


<PAGE>

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 (ss.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).


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

       Yes [ ]       No[ ]

Large accelerated filer [ ]  Accelerated filer [ ]    Non-accelerated filer [X]


Indicate  by check mark which basis of  accounting  the  registrant  has used to
prepare the financial statements included in this filing:

               International Financial Reporting Standards as issued
U.S. GAAP  [X] by theInternational Accounting Standards Board  [ ]     Other [ ]


 If other has been  checked by the  previous  statement,  indicate by check mark
which financial statement item the registrant has elected to follow.

       Item 17 [ ]     Item 18 [X]

If this is an annual report,  indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).

       Yes [ ]       No[X]










                                       2
<PAGE>


                                TABLE OF CONTENTS
                                                                            Page

   FORWARD - LOOKING STATEMENTS                                                5
--------------------------------------------------------------------------------

                                     PART I
Item 1.     Identity of Directors, Senior Management and Advisers              *
Item 2.     Offer Statistics and Expected Timetable                            *
Item 3.     Key Information                                                    5
                     Selected Financial Data                                   5
                     Capitalization and Indebtedness                           *
                     Reason for the Offer and Use of Proceeds                  *
                     Risk Factors                                              7
Item 4.     Information on the Company                                        14
                     History and Development of the Company                   14
                     Business Overview                                        14
                     Organizational Structure                                 19
                     Property, Plants and Equipment                           20
Item 4A     Unresolved Staff Comments                                          *
Item 5.     Operating and Financial Review and Prospects                      20
                     Operating Results                                        20
                     Liquidity and Capital Resources                          26
                     Research and Development                                 27
                     Trend Information                                        27
                     Off-balance sheet arrangements                            *
                     Tabular disclosure of contractual obligations             *
                     Safe harbor                                              28
Item 6.     Directors, Senior Management and Employees                        29
                     Directors and Senior Management                          29
                     Compensation of Directors and Officers                   30
                     Board Policies                                           30
                     Employees                                                31
                     Share Ownership                                          31
Item 7.     Major Shareholders and Related Party Transactions                 32
                     Major Shareholders                                       32
                     Related Party Transactions                               32
Item 8.     Financial Information                                             33
                     Consolidated Statements and Other Financial Information  33
                     Significant Changes                                      33
Item 9.     The Offer and Listing                                             34
Item 10.    Additional Information                                            35
                     Share Capital                                             *
                     Memorandum and articles of incorporation                 35
                     Material Contracts                                       35
                     Exchange Controls                                        36
                     Taxation                                                 36
                     Dividends and paying agents                               *
                     Statements by experts                                     *
                     Documents on display                                     41
                     Subsidiary Information                                    *
Item 11.    Quantitative and Qualitative Disclosures About Market Risk         *
Item 12.    Description of Securities Other Than Equity Securities             *


                                       3
<PAGE>



                               PART II
Item 13.    Defaults, Dividends Arrearages and Delinquencies                   *
Item 14.    Material Modifications to the Rights of Security Holders and
               Use of Proceeds                                                 *
Item 15T.   Controls and Procedures                                           42
Item 16A.   Audit Committee Financial Expert                                  44
Item 16B.   Code of Ethics                                                    44
Item 16C.   Principal Accountant Fees and Services                            44
Item 16D.   Exemptions from the Listing Standards for Audit Committees         *
Item 16E.   Purchases of Equity Securities by the Issuer and Affiliated
               Purchases                                                       *
Item 17.    Financial Statements                                              45
Item 18.    Financial Statements                                              45
Item 19.    Exhibits                                                          46
SIGNATURES                                                                    47
CERTIFICATIONS                                                                48
* Omitted pursuant to General Instruction E(b) of Form 20-F.






















                                       4
<PAGE>



                           FORWARD LOOKING STATEMENTS

     Oxford Investments Holdings Inc., or the Company, desires to take advantage
of the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 and is including  this  cautionary  statement in connection  with this safe
harbor legislation.  This document and any other written or oral statements made
by us or on our behalf may include forward-looking statements, which reflect our
current views with respect to future events and financial performance. The words
"believe", "expect", "anticipate", "intends", "estimate", "forecast", "project",
"plan",  "potential",  "will", "may", "should", "expect" and similar expressions
identify  forward-looking  statements.  Please note in this annual report, "we",
"us", "our", "the Company",  all refer to Oxford  Investments  Holdings Inc. and
its subsidiaries.

     The  forward-looking  statements  in this  document  are based upon various
assumptions,  many of which  are  based,  in  turn,  upon  further  assumptions,
including without limitation,  management's  examination of historical operating
trends,  data  contained  in our  records  and other data  available  from third
parties.  Although we believe that these  assumptions were reasonable when made,
because these  assumptions are inherently  subject to significant  uncertainties
and  contingencies  which are  difficult or impossible to predict and are beyond
our  control,  we cannot  assure you that we will  achieve or  accomplish  these
expectations, beliefs or projections.

     In addition to these  important  factors  and matters  discussed  elsewhere
herein,  important  factors  that,  in our view,  could cause actual  results to
differ materially from those discussed in the forward-looking statements include
the strength of world economies,  fluctuations in currencies and interest rates,
general market conditions,  changes in the Company's operating expenses, changes
in   governmental   rules  and   regulations  or  actions  taken  by  regulatory
authorities,  potential  liability  from pending or future  litigation,  general
domestic and  international  political  conditions and other  important  factors
described  from  time to time in the  reports  filed  by the  Company  with  the
Securities and Exchange Commission.


                                     PART I


Item 1.           Identity of Directors, Senior Management and Advisers

         Not Applicable.


Item 2.           Offer Statistics and Expected Timetable

         Not Applicable.

Item 3.           Key Information

         A.       Selected Financial Data

         The following  selected financial data for the years ended December 31,
2004,  2005,  2006,  2007 and 2008 is  derived  from  our  audited  consolidated
financial  statements.  The selected financial data, as well as the consolidated
financial  statements and  accompanying  notes,  are prepared in accordance with
accounting  principles  generally  accepted in the United States. The Registrant
presents its  consolidated  financial  statements in United States dollars.  All
dollar  amounts in this Form 20-F are in United  States  dollars,  except  where
otherwise  indicated.  You  should  read  the  following  selected  consolidated
financial data with "Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations"  and the  consolidated  financial  statements  and
accompanying  notes and other financial  information  included elsewhere in this
annual report.


                                       5
<PAGE>
<TABLE>
<CAPTION>


                                              Year Ended       Year Ended      Year Ended     Year Ended      Year Ended
                                            Dec. 31, 2004    Dec. 31, 2005   Dec. 31, 2006  Dec. 31, 2007   Dec. 31, 2008
                                            -------------    -------------   -------------  -------------   -------------
<S>                                                                                                         <C>
Statement of Operations Data:
      Total revenues from                   $    692,069    $    163,889    $     72,095    $      4,886    $       0.00
          Continuing Operations
      Total Revenues from                           0.00            0.00         113,204           1,246           7,770
          Discontinued Operations
      Net Income/(Net Loss)                     (139,368)       (471,308)       (961,889)     (3,096,225)       (593,186)
      Basic and diluted
       net loss per share -                        (0.01)          (0.02)          (0.04)          (0.09)          (0.01)
     Weighted average number of
      Shares used in computing basic and
      Diluted net loss per share-             20,958,721      21,765,254      23,368,008      33,640,665      43,216,873
Balance Sheet Data:
     Cash and cash equivalents              $     28,553    $    (13,697)   $     37,969    $       0.00    $       0.00
     Total current assets                        286,095          58,290          90,855            0.00           4,399
     Total assets                                292,883          62,727          94,321          14,215           8,132
     Total current liabilities                 1,260,151       1,544,956       1,431,884       1,365,394       1,202,780
     Total liabilities                         1,260,151       1,544,956       1,431,884       1,365,394       1,202,780
     Total accumulated deficit                (3,438,087)     (3,909,395)     (4,871,284)     (7,967,509)     (8,560,695)
     Total stockholders' equity (deficit)       (967,268)     (1,482,229)     (1,337,563)     (1,351,179)     (1,194,648)
</TABLE>


EXCHANGE RATES

The following  table sets out the exchange  rates for the conversion of Canadian
dollars into United  States  dollars,  expressed in United States  dollars.  The
exchange  rates used are the closing rates  provided by The Bank of Canada.  The
table lists the rate in effect at the end of the following periods,  the average
exchange  rates (based on the average of the  exchange  rates on the last day of
each month in such  periods),  and the range of high and low exchange  rates for
such periods.

Year ended December 31,
--------------------------------------------------------------------------------
                            2008       2007      2006      2005      2004
-----------------------
End of Period                .83       1.01       .86       .86       .83

-----------------------
Average for Period           .94        .97       .87       .83       .81

-----------------------
High for Period             1.02       1.09       .91       .86       .85

-----------------------
Low for Period              0.77        .84       .85       .80       .72

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

                                       6
<PAGE>


The following table sets out the range of high and low exchange  rates,  for the
conversion  of  Canadian  dollars  into  United  States  dollars for each of the
corresponding  months  during  2007 and 2008.  The  exchange  rates used are the
closing rates as provided by the Bank of Canada.
-------------------------------------------------
Month                     High            Low
-------------------------------------------------
December 2008             0.83           0.77
-------------------------------------------------
January 2009              0.84           0.78
-------------------------------------------------
February 2009             0.81           0.77
-------------------------------------------------
March 2009                0.81           0.77
-------------------------------------------------
April 2009                0.83           0.79
-------------------------------------------------
May 2009                  0.92           0.84
-------------------------------------------------

The  exchange  rate on December  31, 2008 for the  conversion  of United  States
dollars into Canadian  dollars was $0.83 (CDN$1.00 = US$0.8256).  As of June 15,
2009,  the close rate of exchange for the  conversion of United  States  dollars
into Canadian  dollars was $0.87  (CDN$1.00=US$1.1324).  The exchange rates used
are the nominal noon exchange rates as published by the Bank of Canada.

B.       Capitalization and Indebtedness.

         Not Applicable.

C. Reasons for the Offer and Use of the Proceeds.

         Not Applicable.

D.       Risk Factors.

The risks described below are not the only ones we face.  Additional  risks that
generally  apply to publicly  traded  companies,  that are not yet identified or
that are  currently  perceived  as  immaterial,  may also  impair  our  business
operations.  Our business,  operating  results and financial  condition could be
adversely  affected by any of the following risks. You should refer to the other
information set forth in this document,  including our financial  statements and
the related notes.

This annual report also contains certain forward-looking statements that involve
risks  and   uncertainties.   These  statements  relate  to  our  future  plans,
objectives,  expectations and intentions.  These statements may be identified by
the use of  words  such as  "expects,"  "anticipates,"  "intends,"  "plans"  and
similar  expressions.  Our actual  results  could differ  materially  from those
discussed in these statements. Factors that could contribute to such differences
include,  but are not limited to, those  discussed  below and  elsewhere in this
annual report.


                      RISK FACTORS RELATED TO OUR BUSINESS

                                       7
<PAGE>


We Have A Limited  Operating  History So It May Be Difficult For You To Evaluate
Our Business And Its Future Prospects

It may be difficult to evaluate  our  business and  prospects  because we have a
limited  operating  history.  We were  incorporated in October 2000 and we began
operations in November  2000. In our first two years of  operations,  we focused
our business on the Internet e-gaming market, however in early 2003; we expanded
our operations into the lifestyle  consumables market.  Through our subsidiaries
Celebrity  Tan,  Inc. and Ontario  Private  Water  Labeling  Ltd, we entered the
UV-free  sunless  tanning and private water  labeling  markets.  During 2006, we
entered  into the  stored-value  credit/debit  card market  through our suite of
"FocusKard"  products and our acquisition of ownership interests of companies in
China.  Our prospects  must be  considered  in light of the risks,  expenses and
difficulties  frequently  encountered  by  companies  in  their  early  stage of
development,  particularly  companies in new and rapidly evolving  markets.  The
risks, expenses and difficulties that we expect to encounter include:

     o    implementing an evolving and unpredictable business model that relies,
          in large part, on customer  growth and  word-of-mouth  publicity among
          the targeted audiences;
     o    building our corporate  brand to attract  purchasers,  advertisers and
          affiliates, and our network brands to expand our audience;
     o    increasing our product offerings on existing networks through internal
          development and affiliate partnerships;
     o    developing and integrating new networks addressing our target audience
          and customer base;
     o    diversifying  our revenue  sources by focusing on  different  business
          opportunities for a consumer market and by launching various marketing
          initiatives;
     o    expanding  our sales and  marketing  efforts to increase our affiliate
          and customer  base and our reach within the  stored-value  card market
          audience;
     o    attracting, retaining and motivating qualified personnel; and
     o    responding to competitive developments.

There can be no assurance  that we will  effectively  address the risks we face,
and the failure to do so could have a material  adverse  effect on our business,
financial condition and results of operations.

We Have A History Of Operating Losses And A Significant Accumulated Deficit, And
We May Not Maintain Revenue Or Achieve Profitability In The Future.

         We have not been  profitable  since our  inception in October  2000. We
have an  accumulated  deficit of  ($8,560,695).  We expect to  continue to incur
additional  losses  for the  next  fiscal  year as a result  of a high  level of
operating expenses, significant up-front expenditures,  pursuing new initiatives
for the Company  and our  marketing  activities.  We have had to rely on raising
money  through  private  placement  of  our  stock  to  fund  our  ventures  and
operations.  We may never realize significant revenues from our core business or
be  profitable.  Factors that will influence the timing and amount of our growth
and profitability include:

     . the success of implementing our business plan;

     . obtaining the necessary funding to grow our business; and

     . our ability to expand, diversify and grow our business.

Our Ability To Continue As A Going Concern

         We face significant  challenges in shifting from the development  stage
to the commercialization of the products that we offer. We have also changed our
business  focus within the past year. Our business may fail if we do not achieve
significant  revenue growth or obtain sufficient  funding.  Our accountants have
raised substantial doubts about our ability to continue as a going concern.  Our


                                       8
<PAGE>

prospects  must be considered in light of the risks,  expenses and  difficulties
frequently encountered in such a transition,  and there can be no assurance that
we will be successful or that we will ever achieve profitable operations.

Our Capital Resources Have Not Been Generated Primarily From Operations,  We May
Be  Dependent  On Our  Ability  To  Sell  Additional  Stock  To  Fund  Continued
Operations.

         To  date,  we have  generated  most of our  cash  flow  from  financing
activities.  This has been primarily  from sales of our common stock,  and loans
from Michael Donaghy,  our founder,  President and Chief Executive  Officer.  We
have used a  significant  portion of the capital we raised to fund cash outflows
for operating and investing  activities.  Since we have not attained  profitable
operations  and are  dependent  upon  obtaining  financing to pursue our plan of
operations,  there is no assurance that we will not require additional resources
in the future or that we will be able to obtain financing in the amount required
or terms satisfactory to us.

Our Rapid  Growth May Strain Our  Resources  And Hinder Our Ability To Implement
Our Business Strategy

         Our historical  growth has placed,  and any further growth is likely to
continue to place, a significant strain on our limited resources.  If we fail to
manage  our growth  effectively,  our  business  could be  materially  adversely
affected.  Our ability to achieve and maintain  profitability will depend on our
ability to manage our growth  effectively,  to implement and expand  operational
and customer support systems and to hire personnel worldwide. We may not be able
to augment or improve  existing  computer  systems and controls or implement new
systems and controls to respond to any future growth. In addition, future growth
may result in increased responsibilities for our management personnel, which may
limit their ability to effectively manage our business.

Operational Risks

         Our revenue and operating  results may fluctuate in future  periods and
we may fail to meet expectations,  which may cause the price of our common stock
to decline. As a result of our limited operating history and the emerging nature
of the markets in which we compete,  we are unable to forecast  our revenue with
precision.  We  anticipate  that the  results of our  operations  may  fluctuate
significantly  in the future as a result of a variety of factors,  many of which
are  outside our  control.  Factors  that may affect our  results of  operations
include, but are not limited to:

     o    the addition or loss of customers  for our  FocusKard or  stored-value
          card suite of products, or our failure to add new customers;
     o    our ability and the ability of our  affiliates to attract and retain a
          large retail audience for our products;
     o    our ability to attract and retain advertisers and sponsors;
     o    our ability to successfully  manage our  relationships  with our joint
          venture partners, particularly in the Asian market;
     o    the amount and timing of expenditures for expansion of our operations,
          including  the  acquisition  of  new  affiliates,  the  hiring  of new
          employees, capital expenditures and related costs;
     o    our ability to continue to enhance,  maintain and support our networks
          and technology and avoid system downtime; and
     o    the introduction of new or enhanced offerings by our competitors.

Security And Privacy Breaches In Our Electronic Transactions May Damage Customer
Relations And Inhibit Our Growth.

         Any failures in our security and privacy measures could have a material
adverse effect on our business,  financial  condition and results of operations.
We  electronically  transfer large sums of money and store personal  information
about  consumers,  including  bank account and credit card  information,  social
security numbers,  and merchant account numbers. If we are unable to protect, or
consumers  perceive  that we are unable to protect,  the security and privacy of
our  electronic  transactions,  our  growth  and the  growth  of the  electronic
commerce market in general could be materially adversely affected. A security or
privacy breach may:


                                       9
<PAGE>

     o    cause our customers to lose confidence in our services;
     o    deter consumers from using our services;
     o    harm our reputation;
     o    expose us to liability;
     o    increase our expenses from potential remediation costs; and
     o    decrease market acceptance of electronic commerce transactions.

         While we  believe  that we utilize  proven  applications  designed  for
premium data security and integrity to process  electronic  transactions,  there
can be no assurance  that our use of these  applications  will be  sufficient to
address  changing  market  conditions  or the security  and privacy  concerns of
existing and potential subscribers.


We Rely On Third  Parties To Distribute  Our  FocusKard  and Other  Stored-Value
Products, Which May Not Result In Widespread Adoption.

         In  electronic  commerce,  we  rely  on our  contracts  with  financial
services organizations,  businesses, internet portals and other third parties to
provide branding for our electronic commerce services and to market our services
to their  customers.  These  contracts are an important  source of the growth in
demand for our  electronic  commerce  products.  If any of these  third  parties
abandon,  curtail or insufficiently  increase their marketing efforts,  it could
have a material adverse effect on our business,  financial condition and results
of operations.

If We Do Not Respond To Rapid  Technological  Change Or Changes In The  Industry
Standards, Our Products And Services Could Become Obsolete And We Could Lose Our
Existing And Future Customers.

         If our  competitors  introduce new products and services  embodying new
technologies,  or if new industry  standards and practices emerge,  our existing
product and service  offerings,  proprietary  technology  and systems may become
obsolete.  Further,  if we fail to adopt or develop new technologies or to adapt
our products and services to emerging  industry  standards,  we may lose current
and  future  customers,  which  could  have a  material  adverse  effect  on our
business, financial condition and results of operations. The electronic commerce
industry is changing rapidly. To remain competitive, we must continue to enhance
and  improve  the  functionality  and  features of our  products,  services  and
technologies.

Changes In Banking Regulations Could Hurt Our Business.

         We have  designed  our systems and card  programs to comply and work in
association  with applicable  banking rules and  regulations.  A change of those
rules and  regulations  could  require  us to  dramatically  alter our  software
programs,  the  hardware  upon  which  we  operate  and our  implementation  and
operation of stored value cards. Such changes could be costly or impractical and
we may not be able to modify  our  operations  and  technology  to  comply  with
dramatic changes in banking regulations.

Changes In The Patriot Act Could Impede Our Ability To Circulate  Cards That Can
Be Easily Loaded Or Issued.

         Our  current  screening  process is  designed to comply with the United
States  Patriot  Act  requirements   that  financial   institutions  know  their
cardholders. If the Patriot Act or subsequent legislation increases the level of
scrutiny  that we or our  affiliated  banks or the  load or  point  of  purchase
locations  are  required to adopt to know their  customers,  it may be costly or
impractical  for us to  continue  to  profitably  issue  and load  cards for our
customers or even comply with new regulations.

If Major Banks Begin To Target The Sub-Prime Market, It Will Create  Substantial
Competition For Us And Our Products And Services.

         We operate among major financial  institutions,  providing products and
services designed to service the sub-prime credit market.  Large and small banks


                                       10
<PAGE>

alike have  traditionally not sought the typically  unprofitable and undesirable
sub-prime market. This allows the symbiotic  relationship  between us and banks,
where the  banks  get  access to the  cumulative  deposits  of the  cardholders,
without the trouble of administering thousands of very small individual accounts
of less reliable  depositors.  If banks decide to directly  target the sub-prime
market before we are able to establish a strong foothold, we will not be able to
compete with established banks which have substantially greater resources.

Credit  Card  Fraud Or  Computer  Hacking  Could  Substantially  Harm Us And Our
Operators.

         As with any  technology  company,  we are  always  at risk of  computer
fraud,  hacking or other electronic crime. While we believe that we have adopted
substantial  systems to recognize and prevent  computer  fraud and hacking,  the
relentlessness of hackers means no system is yet absolutely  secure.  Due to our
limited financial resources,  any substantial computer crime and particularly an
electronic  embezzlement,  would  adversely  affect our ability to continue as a
going concern.

Internal  Processing  Errors  Could  Result If We Fail To  Appropriately  Deduct
Transactions From Customer Accounts.

         In the event of a system failure that goes undetected for a substantial
period  of  time,  we  could  allow  transactions  on  blocked  accounts,  false
authorizations,  fail  to  deduct  charges  from  accounts  or  fail  to  detect
systematic fraud or abuse.  Errors or failures of this nature could  immediately
adversely impact us, our credibility and our financial standing.

Key Individual

         Our future success will depend to a significant extent on the continued
services of senior  management  and other key  personnel,  particularly  Michael
Donaghy,  our founder,  President and Chief Executive Officer. Any loss of a key
employee could have a detrimental  effect on our business.  Currently no key-man
insurance is in place with respect to Mr. Donaghy or any of our other personnel.

         Our success is also  dependent  on our  ability to attract,  retain and
motivate  highly  skilled  technical  and  other  personnel.  While we have been
successful  in doing so thus  far,  there are a limited  number of  persons  who
possess the necessary  technical skills and understanding,  thus competition for
their services is intense. A failure to recruit or retain personnel could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

Protection And Enforcement Of Intellectual Property Rights

         We  regard  the   protection  of   trademarks,   copyrights  and  other
proprietary rights as important to our success and competitive  position.  We do
not have any patented  technology that would prevent  competitors  from entering
our market.  Although we seek to protect our  trademarks,  copyrights  and other
proprietary  rights through  confidentiality  and  "non-compete"  agreements and
common law  precedents,  these  actions may be  inadequate to protect them or to
prevent others from claiming violations of their patents, trademarks, copyrights
and  other  proprietary   rights.  As  a  result,   third  parties  could  claim
infringement by us with respect to current or future services.

         We currently license and may in the future license certain technologies
from third parties,  which may subject us to infringement actions based upon the
technologies  licensed from these third  parties.  Any of these claims,  with or
without merit, could subject us to costly litigation and divert the attention of
our technical and management  personnel.  These third party technology  licenses
may not continue to be available to us on  commercially  reasonable  terms.  The
loss of the ability to use such technology could require us to obtain the rights
to use  substitute  technology,  which  could be more  expensive  or offer lower
quality or  performance,  and therefore  have a material  adverse  effect on our
business.


                                       11
<PAGE>


Risks Associated With Foreign Operations

         It is anticipated that substantially all of our revenue will be derived
from fees in foreign countries.

         In addition, there are certain difficulties and risks inherent in doing
business  internationally,  including the burden of complying  with multiple and
often conflicting regulatory requirements,  foreign exchange controls, potential
restrictions or tariffs on gaming  activities  that may be imposed,  potentially
adverse  tax  consequences  and tax risks,  as well as  political  and  economic
instability.  Changes in the  political,  regulatory  and taxation  structure of
jurisdictions  in which we operate and in which our  customers are located could
have a material adverse effect on our business,  revenues, operating results and
financial condition.

         Likewise,  our  ability to expand our  business  in certain  countries,
including  China,  will  require  modification  of  our  products,  particularly
domestic  language  support.  There can be no assurance  that we will be able to
sustain or increase  revenue  derived from  international  operations or that we
will be able to penetrate linguistic,  cultural or other barriers to new foreign
markets.   The  failure  to  sustain  or  increase  revenue  from  international
operations  could  have a material  adverse  effect on our  business,  revenues,
operating results and financial condition.

         Our financial results are reported in United States currency,  which is
subject to  fluctuations  in respect of the currencies of the countries in which
we  operate.  Fluctuations  in the  exchange  rate of the  U.S.  dollar  and the
Canadian  dollar  could  have a  positive  or  negative  effect on our  reported
results.  Given the constantly  changing currency  exposures and the substantial
volatility of currency  exchange rates, we cannot predict the effect of exchange
rate fluctuations upon future operating results.  There can be no assurance that
we will not experience currency losses in the future which could have a material
adverse  effect on our  business,  revenues,  operating  results  and  financial
condition.

Uncertainty Of Enforcement Of U.S. Laws And Judgments Against Foreign Persons

         We and our  wholly-owned  subsidiaries  through  which we  operate  are
organized  under the laws of the  Province  of  Ontario,  Canada and St.  Johns,
Antigua,  respectively;  our executive offices are in Canada,  our directors and
officers and certain of our advisers are residents of Canada,  and a substantial
portion of our assets and assets of those persons are located outside the United
States.  As a result,  it may be difficult  for you to initiate a lawsuit in the
United States against us or these non-U.S. residents, or to enforce any judgment
obtained in the United States against us or any of these persons.

         Consequently,  you may be deterred or prevented from pursuing  remedies
under United  States  federal  securities  laws  against us or other  non-United
States residents.

We  Currently  Depend  On the Sale Of A Few  Products  To  Generate  Most Of Our
Revenue

         We expect the sales of our stored-value cards and fees from credit card
processing  to constitute  most of our revenue for the  foreseeable  future.  If
customers  do not  purchase  our  products  or we do not  earn  fees,  we do not
currently  offer any other products or services that would enable us to generate
revenue or to become profitable.


We May Not Have Sufficient Capital To Fund Our Operations And Additional Capital
May Not Be Available On Acceptable Terms If At All.

         If we do not have sufficient capital to fund our operations,  we may be
forced to  discontinue  product  development,  reduce  our  sales and  marketing
efforts or forego attractive business opportunities. Any of these outcomes could
adversely impact our ability to respond to competitive  pressures and could have
a material  adverse effect on our business,  financial  condition and results of
operations.

Our Operating Results May Be Impacted By Foreign Exchange Rates


                                       12
<PAGE>


         Substantially  all of our  revenue  is  expected  to be  earned in U.S.
dollars. A significant  portion of our expenses is incurred in Canadian dollars.
Changes in the value of the  Canadian  dollar  relative  to the U.S.  dollar may
result in currency  translation  gains and losses and could adversely affect our
operating results. To date, foreign currency exposure has been minimal. However,
in the future we may consider hedging all or a significant portion of our annual
estimated Canadian dollar expenses to minimize our Canadian dollar exposure.

                    RISK FACTORS RELATED TO OWNING OUR STOCK

Control By Existing Shareholders; Anti-Takeover Effects

         As of December 31,  2008,  Michael  Donaghy,  our  President  and Chief
Executive  Officer and  director,  indirectly  through his spouse,  beneficially
owned  approximately  shares  8,850,000  or  16.65 % of our  outstanding  common
shares.  As a result,  Mr. Donaghy can exert  substantial  influence over us and
influence most matters requiring shareholder approval, including the election of
directors, and thereby exercise significant control over our affairs. The voting
power of Mr.  Donaghy  under  certain  circumstances  could  have the  effect of
delaying or  preventing a change in our  control,  the effect of which may be to
deprive you of a control  premium that might otherwise be realized in connection
with our acquisition.

No Established Public Trading Market

         Our shares began trading on the Over the Counter Bulletin Board (OTCBB)
in May 2004,  however,  at present our shares are thinly traded, and there is no
assurance that a significant trading market will develop, or if developed,  that
such market will be sustained.

Possible Volatility Of Stock Price

         Many factors could affect the market price of our common shares.  These
factors include but are not limited to:

     o    Variations in our operating results;
     o    Variations in industry growth rates;
     o    Actual or anticipated  announcements  of technical  innovations or new
          products or product enhancements by us or our competitors;
     o    General  economic  conditions  in the  markets  for our  products  and
          services;
     o    Divergence of our operating results from analysts' expectations; and
     o    Changes in earnings estimates by research analysts.

         In particular, the market prices of the shares of many companies in the
technology and emerging  growth sectors  experience wide  fluctuations  that are
often unrelated to the operating performance of such companies.  When the market
price of a company's  stock drops  significantly,  shareholders  often institute
securities class action lawsuits against that company. Such a lawsuit against us
could  cause  us to  incur  substantial  costs  and  could  divert  the time and
attention of our management and other resources.  Any of these events could have
a material  adverse effect on our business,  financial  condition and results of
operations.

         Our common stock trades in the over-the-counter market on the OTCBB. As
a result,  an investor  may find it more  difficult  to dispose of, or to obtain
accurate  quotations  as to the value of, our common  stock.  Because our common
stock is subject to federal  securities  rules affecting penny stock, the market
liquidity for our common stock may be adversely affected.

         Our common  stock could become  subject to  additional  sales  practice
requirements for low priced securities. Our common stock could become subject to


                                       13
<PAGE>

Rule 15g-9 under the Securities  Exchange Act of 1934, which imposes  additional
sales practice  requirements  on  broker-dealers  that sell our shares of common
stock to persons other than established customers and "accredited  investors" or
individuals  with net worth in excess of $1,000,000 or annual incomes  exceeding
$200,000 or $300,000 together with their spouses.

         Rule  15g-9  requires  a  broker-dealer  to make a special  suitability
determination  for the  purchaser  and have  received  the  purchaser's  written
consent to the transaction prior to sale. Consequently,  the rule may affect the
ability of  broker-dealers  to sell our securities and may affect the ability of
our  shareholders  to  sell  any of our  securities  in  the  secondary  market;
generally define a "penny stock" to be any non-Nasdaq equity security that has a
market  price less than $5.00 per share or with an  exercise  price of less than
$5.00 per share,  subject  to certain  exceptions;  requires  broker  dealers to
deliver,  prior to a transaction  in a penny stock, a risk  disclosure  document
relating to the penny stock market.

         Disclosure  is also required to be made about  compensation  payable to
both the broker-dealer and the registered  representative and current quotations
for the securities.  In addition,  the rule requires that broker dealers deliver
to customers  monthly  statements that disclose recent price information for the
penny stock held in the account and  information  on the limited market in penny
stocks.

Item 4.  Information on the Company

A. History and Development of the Company

         The  Company  was  incorporated  under the laws of  Ontario,  Canada on
October 13, 2000,  as a holding  company under the name  International  E Gaming
Developers  Ltd. On May 17, 2001 the Company changed its name to Oxford Software
Developers  Inc.  and on  December  16,  2003 it  changed  its name from  Oxford
Software  Developers  Inc.  to Oxford  Investments  Holdings  Inc.  The  Company
operates its business through three  wholly-owned  subsidiaries  International E
Gaming  Developers,  Inc.  incorporated  under the laws of Antigua and  Barbuda,
British West Indies on November 3, 2000; Celebrity Tan, Inc.  incorporated under
the laws of Ontario,  Canada on May 28, 2003; and Ontario Private Water Labeling
Ltd. incorporated under the laws of Ontario, Canada on May 28, 2003.

         During 2006, we  reorganized  our core business to become a provider of
stored value cards for a wide variety of markets.  Our products and services are
aimed at  capitalizing  on the growing  demand for stored value and  re-loadable
ATM/prepaid  card  financial  products.  We  believe  stored  value  cards are a
fast-growing product segment in the financial services industry.

         On or  about  December  18,  2006,  we  entered  into a  joint  venture
arrangement with the Ko Ho Management Co. Ltd. of Hong Kong ("Ko Ho Group").  We
acquired a fifty  percent  (50%) equity  interest in the Ko Ho Group,  a company
wholly-owned  by Mr. Benny Lee. The Ko Ho Group is an investment  and management
company,  specializing  in company  mergers  and  acquisitions,  management  and
marketing  services in Asia Pacific with a focus in Hong Kong and China. To date
through  our  partnership  with the Ko Ho  Group,  we have  acquired  an  equity
interest  in three  Chinese  companies,  Arden  Trading  Company  Ltd.,  Hongxin
Insurance Agency and Foshan Foshantong Information Technology Co., Ltd.

         In this Annual Report, unless the context indicates otherwise, the term
"Company" refers to Oxford Investments Holdings Inc.

B. Business Overview

         We were  incorporated  with the objective of capitalizing on the growth
of  Internet  gaming  and  entertainment  -  e-gaming.  However,  as a result of
persistent   uncertainty  in  Internet  gaming  laws  in  various  jurisdictions


                                       14
<PAGE>

worldwide, particularly in the United States, we felt that it was beneficial for
us to closely review our strategic planning as we move forward.  As a result, we
did not renew our e-gaming  license and in May 2003,  we initiated  two business
ventures  to  further  diversify  the  Company's  interests  in  the  lifestyles
consumables  market. The first initiative was the distribution of a private line
of  UV-free  tanning  products  and booths  and the  second  initiative  was the
distribution of private labeled bottled spring water.

         Due to recent  changes in United  States law with  respect to  Internet
gaming, we are no longer involved in Internet gaming activities. The Company has
discontinued  the business  operations  of Internet  Gaming and private  labeled
bottled  spring water and has focused its core  operations on the direct banking
and  stored  card value  market.  It has  entered  into the  direct-banking  and
payment-card  solutions  business  by  concentrating  its  business  around  its
"FocusKard" suite of products.

The Product and the Market

         The "FocusKard" suite of products consists of an online-access  account
represented  by a  stored-value  card.  Stored-value  cards are a substitute for
cash,  gift  certificates,  and check  payments.  Monetary value is added to the
stored-value account before the card is used, with the value either being funded
by the  cardholder  directly,  or by the card  program  operator  in  commercial
applications.

         Stored-value  is believed to be the most rapidly growing segment in the
payment card industry. Its many applications include payroll products, gift-card
products,  travel products,  insurance products,  membership  products,  student
products, and incentive/promotional products.

The Opportunity

         The rapid  expansion  of  e-commerce  and  online  banking  brings  new
challenges  to payment  methods,  such as the need to protect  the  individual's
financial  information,  and the ease of  collection  for  online  merchants.  A
stored-value  product  such  as  the  FocusKard  expands  the  functionality  of
electronic  banking,  allowing new and innovative payment methods that may limit
risk exposure on both sides of the transaction.

Product

         FocusKard offers a complete  payment solution with world-class  service
at   competitive   rates.   The   Company's   expertise   in  risk   management,
authentication,  and fraud  detection has enabled us to develop a product backed
with  technological  protections  such as redundant  data centers,  while giving
customers the security of a PIN and a zero-liability policy.

         With  superior   customer  and  merchant  support  services   available
twenty-four  hours a day,  seven days a week,  the  FocusKard  is  available  in
various  languages  and  currencies.  Instant  customer  access  to a  real-time
paperless transaction statement is always available.

         FocusKard's revolutionary payment methods are available as a customized
white-label   solution  to  allow   gift-card   branding   and  other   merchant
applications,  thus  providing  a  complete  turnkey  product  for this  type of
application.

The Strategy

         The  FocusKard  platform is headlined by our  e-wallet  solution.  This
product  allows for instant  internet  transfers of funds  between  customer and
merchant and vice versa.  The product is seamless and secure.  Each user account
has a loadable  credit card  linked to their  account  enabling  access to funds
through any point of sale (POS) or automatic teller machine (ATM) worldwide.

         The programs  currently  underway for the "FocusKard" suite of products
involve  the  introduction  of a  payroll  card  and a  direct-debit  card.  The
FocusKard  payroll card offers  employers  and  employees a  check-free,  easily


                                       15
<PAGE>

distributed,  instant-access method to deal with the administration of wages and
employee  compensation.  The FocusKard  direct-debit  card is a  consumer-loaded
prepaid card for equivalent-to-cash transactions with statement benefits, and is
ideal for online  transactions,  corporate expense cards,  PIN-protected  travel
currency, and gift cards.

         This is only the beginning of the new vision of the FocusKard  products
-  comprehensive  direct-banking  and  payment-card  solutions  tailored  to the
requirements  of  today's  businesses.   The  goal  is  to  continually  develop
innovative  electronic  payment products that serve a broad range of markets and
are delivered on a stored-value platform technology.

Arden Trading Company Ltd.

         On or about February 28, 2007, we acquired a fifty percent (50%) equity
interest in Arden Trading Company Ltd. of China through our partnership with the
Ko Ho Group.

Corporate Profile

         Arden  Trading  Company Ltd  specializes  in the  operation of customer
loyalty program  redemption.  The Company has been in business for two years and
has been  profitable  since its  inception.  Arden  provides  services  to China
Construction  Bank  for  the  Province  of  Guangdong,  processing  bonus  point
redemptions  for the bank.  Arden will expand these  services  into Shanghai and
Beijing.

         Arden's  services  also include gift  sourcing,  catalogue  production,
logistics,  and call center customer support. It provides long-term  outsourcing
services  to  businesses  in its areas of  expertise.  The  Company's  clientele
include telecommunication operators, such as China Telecommunications; insurance
companies; and commercial banks, such as China Construction Bank.

The Product and The Market

         The Province of  Guangdong,  which is situated in the southern  part of
China mainland,  covers an area of over 180,000 square kilometers (69,502 square
miles) and has a permanent  population of  approximately  74,730,000.  Guangzhou
city is the main economic,  communication, and cultural center of Guangdong with
numerous railway and highway networks and a labyrinth of waterways.

         Arden   provides  bonus  point   fulfillment   services  to  the  China
Construction  Bank  for the  Province  of  Guangdong.  Customers  are  given  an
opportunity to redeem their points for gifts offered in Arden's catalogue. Arden
is responsible for bonus points management services, receiving orders, acquiring
products  to  fulfill  the  orders,  and  shipping  the  product  to the  Bank's
customers.

         Using Arden's services allows the Bank to offer an incentive program to
its customers,  while the Bank's  customers  benefit by receiving  valuable gift
items.

The Opportunity

The present  economic boom in China  provides a growing  market for all types of
products and services.  Arden plans to expand its geographical coverage area, in
addition to taking advantage of China's growing markets.

Product and Company Advantages

         Arden has already developed a customer base of several hundred thousand
consumers. The Company has positioned itself to expand its present contract with
China  Construction  Bank  into all  branches  in the  Provinces  of  Guangdong,
Shanghai, and Beijing.


                                       16
<PAGE>


         The  management  team has years of experience in operating and managing
call center, logistics, telemarketing, and customer relations services

The Strategy

         Arden  charges a service fee to the China  Construction  Bank to manage
and  fulfill  the Bank's  bonus  points  incentive  program.  Further  income is
provided by markup on the wholesale  value of gift items  provided by Arden.  As
the Company's  customer base expands,  bulk purchasing of gift items will reduce
the wholesale price charged to Arden, thus increasing the markup income per item
as well as the increasing in the number of fulfillment transactions.

         Arden  plans to  develop an online  catalogue  of its gift  items.  The
ecommerce  version of the gift catalogue  provides  additional  cost-cutting and
income-generating  opportunities for the Company.  Catalogue printing costs will
be  reduced  as more  users take  advantage  of the  continually-updated  online
catalogue,  ordering  procedures  will become  more  automated,  and  additional
revenue can be generated through the sale of advertising space on the web site.

         Oxford's  partnership  with Arden  will allow  Oxford to enter into the
loyalty and  electronic  payment  market in China  through  Arden's  present and
projected  customer  base,  thus  ensuring the  successful  introduction  of the
FocusKard suite of payment solutions into the huge Chinese consumer card market.

Hongxin Insurance Agency

         On or about March 14, 2007,  we acquired a fifty  percent  (50%) equity
interest in Hongxin  Insurance  Agency of China through our partnership with the
Ko Ho Group.

Corporate Profile

         Hongxin is an insurance agency selling insurance policies and financial
instruments for most major insurance  companies in China since 2004. It is under
license issued by China Insurance Supervisory Committee to provide corporate and
individual insurance products,  risk management,  and consultation services. The
managing director of Hongxin,  Mr. Ming-Wei Ye, as a FLMI of Loma (USA) has more
than 20 years of experience in  professional  management of banking,  insurance,
and investment services.

The Product and The Market

         Like Arden Trading Company Ltd., Hongxin serves the large market of the
Province of Guangdong in China.  China's economic  prosperity is resulting in an
increase  in  disposable  income for an  increasing  segment of the  population.
Hongxin's  product  offerings  serve this increase in wealth by  protecting  the
value  of  property,  through  insurance;  and by  providing  opportunities  for
investment, such as mutual funds and other financial instruments.

The Opportunity

         Hongxin has developed partnerships that provide the Company with a huge
customer  base to which the Company can market its  products and  services.  The
growing  Chinese  market  welcomes  access to the types of products and services
provided by Hongxin.

Product and Company Advantages

         In addition to established  relationships  with some major enterprises,
Hongxin has established partnership relationships with some major banks in China
to provide insurance to their  cardholders.  Currently Hongxin is the designated
sole insurance agent for the cardholders of China  Construction  Bank (Guangdong


                                       17
<PAGE>

Branch)'s  "Automotive Card". The "Automotive Card" is a roadside assistance and
automotive  services program,  and it offers a discount on automotive  insurance
purchased through Hongxin.

         Hongxin also has an agreement with the largest mail-ordering company in
China,  which has more than 4 million  clients,  allowing  Hongxin to market its
products and services to those clients.

         Hongxin has had the foresight to become  licensed in Thailand,  and can
work within the regulated insurance business in that country.

The Strategy

         Hongxin is setting up more branch  offices,  as well as a customer call
center, and telemarketing  services  division.  These offices and divisions will
allow Hongxin to more aggressively promote its products to potential customers.

         Those potential  customers will initially be acquired through Hongxin's
present business agreements. Hongxin will approach the China Construction Bank's
"Automotive   Card"  members,   and  the  4  million   clients  of  the  largest
mail-ordering  company in China with  offers for  property  insurance  and other
financial products, in addition to automotive insurance.

         These  financial  products  include  the  FocusKard  suite  of  payment
solutions, which will thus be exposed to the huge market accessed by Hongxin.

         Hongxin  has  further  plans  to build  loyalty  "gift"  programs  with
insurance companies and financial services companies, providing customers with a
further  incentive to purchase  Hongxin's  products,  and  providing  additional
revenues to Hongxin through markup on gift items.

Foshan Foshantong Information Technology Co., Ltd.

         On or about April 7, 2007,  we acquired a fifty  percent  (35%)  equity
interest in Foshan  Foshantong  Information  Technology  Co.,  Ltd.  through our
partnership with the Ko Ho Group.

Corporate Profile

         Foshantong is a local  government  initiative to build the municipality
as an  electronic  payment model in the Pearl River Delta region and is the only
prepaid card  authorized by the government to be issued by a non-bank  entity in
the Foshan  urban  region.  Citizens are  encouraged  to use this card for small
payment  transactions.  Foshantong is an  electronic  payment smart card program
used  for  public   transportation   and  small  payment   transactions  in  the
municipality  and is an accepted form of payments for many designated  merchants
in the Foshan urban region.

The Product and the Market

         The  electronic  purse of the card can be built  into  many  sub-brands
smart cards, such as student card, worker card,  resident card, library card, or
transportation  card and is  expected  to  evolve  into an all  around  use card
similar to the  "Octopus"  card used for the complete  Hong Kong  transportation
system and all general shopping transactions.

Product and Strategy

         Wanzhi  is  now  converting  300,000  existing  card  accounts  to  the
Foshantong Card program.  The portfolio  includes the existing Foshan  Education
One  Card,   Smart  Cards   issued  to  the  staff  of  Chigo   Air-Conditioning
Manufacturing  Co., Watson's loyalty cards,  library membership cards and Foshan


                                       18
<PAGE>

residential  district  cards.  Wanzhi shall  provide 500 P.O.S.  (point of sale)
card-processing units for use by Foshantong at merchant locations in addition to
the existing 500 units now placed with  merchants.  A bonus point based  loyalty
card program and a gift card program are also being planned.

          These  programs  may be  named to  Oxford's  choice  of a brand  name.
Revenues are generated from initial card fees, the merchant transaction fees and
interest  earned on the float  (prepaid  deposit).  At the moment,  a refundable
deposit of RMB 30 is charged for the card in addition to the initial  deposit of
funds.  The Company  plans to abolish the deposit and replace it with a one-time
non-refundable  fee of RMB 15, but in return cardholders will be given goods and
services in excess of such value.

Celebrity Tan, Inc.
-------------------

         Celebrity Tan, our wholly-owned subsidiary, entered the UV-free tanning
market in 2003,  marketing a line of instant mist tanning  booths and  supplies.
The  Company  has  developed  a  national  network  of sales  agents to  promote
Celebrity Tan booths to salons,  health spas, fitness centers, and hotels across
Canada  and in other  countries,  including  Europe and the  United  States.  In
addition  to booth  sales to salon  owners  internationally,  the first  year of
operation saw the set up of the Company's Ontario showroom and training facility
and other showrooms introduced during 2004.

         In 2008, the Company  discontinued  the operations of Celebrity Tan and
has focused its  operations on the  direct-banking  and  payment-card  solutions
business concentrating around our "FocusKard" suite of products.

International E Gaming Developers, Inc.
---------------------------------------

         International   E  Gaming   Developers,   Inc.   ("Egaming"),   is  our
wholly-owned  subsidiary through which we operated our gaming business. In April
2001, we acquired the assets of Suchow Holdings Ltd., a  Bahamian-based  company
that provided back-end  administrative  software solutions for e-commerce driven
websites.  In 2003, we did not renew our online gaming license since the Company
decided to no longer operate an online  casino.  Due to recent changes in United
States  law with  respect  to  Internet  gaming,  we are no longer  involved  in
Internet gaming activities.

Ontario Private Water Labeling Ltd.
-----------------------------------

         Ontario  Private  Water  Labeling  Ltd.  ("OPWLL"),   our  wholly-owned
subsidiary,  specializes  in  bottled  water  distribution  and  sales.  We have
discontinued   operations   of  OPWLL  as  we  focus  our   operations   on  the
direct-banking  and payment-card  solutions  business  concentrating  around our
"FocusKard" suite of products.

Competition
-----------

         The  markets for the  financial  and  stored-value  card  products  and
services offered by us are intensely  competitive.  We compete with a variety of
companies  in  various  segments  of the  financial  service  industry  and  its
competitors vary in size, scope and breadth of products and services they offer.
Certain  segments  of  the  financial   services  industry  tend  to  be  highly
fragmented,   with  numerous  companies   competing  for  market  share.  Highly
fragmented  segments  currently include financial account  processing,  customer
relationship management solutions, electronic funds transfer and card solutions.
We face a number of  competitors in the debit card and payment  market.  We also
face  substantial  competition  for the wholesale  distribution  of stored-value
cards.

Joint Venture with Concept Payments Corp.
-----------------------------------------

         On July 19, 2007 the Company  entered into a joint venture  partnership
with Concept  Payments  Corp whereby the Company  obtained a fifty percent (50%)
ownership  interest in Serenity  Investments  Holdings  Corp.,  a British Virgin
Islands  corporation,  to obtain a Payment  Processing  Engine  and an  E-Wallet
Platform  that will provide the  technology  for the  backbone to the  Company's
FocusKard suite of payment solutions.


                                       19
<PAGE>



C. Organizational Structure

                         OXFORD INVESTMENTS HOLDINGS INC
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INTERNATIONAL EGAMING   CELEBRITY TAN,  ONTARIO PRIVATE  KO HO  SERENITY
DEVELOPERS, INC. (100%) INC. (100%)     WATER LABELLING, GROUP  INVESTMENT
                                        LTD. 100%)       (50%)  HOLDINGS (50%)
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ARDEN TRADING COMPANY    HONGXIN INSURANCE   FOSHAN FOSHANTONG INFORMATION
LTD. (50%)               AGENCY (50%)        TECHNOLOGY CO. LTD. (35%)
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D. Property, Plants and Equipment

         Our registered  office and principal  executive  offices are located in
the City of Toronto, in the Province of Ontario, Canada, at 1315 Lawrence Avenue
East, Suite 520,  Toronto,  Canada M3A 3R3. The term of the lease is three years
beginning December 1, 2003, with rent of $3,500 per month.

Item 4A.    Unresolved Staff Comments

         Not Applicable.

Item 5.  Operating and Financial Review and Prospects

A.  Operating Results

You should read the following  discussion in conjunction  with our  consolidated
financial  statements and the  accompanying  notes  appearing  elsewhere in this
annual report.

Overview

We were  incorporated  with the  objective  of  capitalizing  on the  growth  of
Internet gaming and entertainment - e-gaming. However, as a result of persistent
uncertainty  in  Internet  gaming  laws  in  various  jurisdictions   worldwide,
particularly  in the United  States,  we felt that it was  beneficial  for us to
closely review our strategic  planning as we move forward.  As a result,  we did
not renew our  e-gaming  license  and in May 2003,  we  initiated  two  business
ventures  to  further  diversify  the  Company's  interests  in  the  lifestyles
consumables  market.  The first initiative is the distribution of a private line
of  UV-free  tanning  products  and  booths  and the  second  initiative  is the
distribution of private  labeled bottled spring water.  Due to recent changes in
United States law with respect to Internet gaming,  we are no longer involved in
Internet gaming activities. The Company has discontinued the business operations



                                       20
<PAGE>

of Internet  Gaming and private labeled bottled spring water and has focused its
core  operations  on the direct  banking  and stored card value  market.  It has
entered  into  the  direct-banking   and  payment-card   solutions  business  by
concentrating its business around its "FocusKard" suite of products.

Our  consolidated  financial  statements  are prepared in  accordance  with U.S.
generally  accepted  accounting  principles.  Our  functional  currency  is  the
Canadian dollar. Our financial statements are reported in United States dollars.

Sources of Revenue

For  2008,  we  had  no  product  revenue  as  our  business  model  shifted  to
direct-banking  and  payment-card  solutions  and away from the UV free  Tanning
Booths and related  supplies,  bottled water and bottled water private labeling,
software  sub-license  fees  and web  site  customization  fees.  We also had no
services revenue.

Revenue Recognition

For product  sales,  the  Company  generally  recognizes  revenue at the time of
delivery  of goods.  Sales are  reflected  net of  discounts  and  returns.  For
services,   revenue  is  recognized  as  services  are  provided.  Revenue  from
operations,  advertising  and royalties are recognized as earned.  Our licensing
agreements contain multiple fee elements such as web customization, web hosting,
licensing and marketing fees. Fees are allocated to the various components based
on objective  evidence of fair value, which includes the price charged as if the
element was sold  separately.  We  recognize  revenue  when there is  persuasive
evidence of an  arrangement,  such as a licensing  agreement,  when delivery has
occurred,  when there is a fixed or determinable fee and when  collectibility is
probable.  When the fee is not fixed or determinable or when  collectibility  is
not assured, the revenue is recognized when received.  As amounts are collected,
the appropriate  revenue is recognized and deferred  revenue is recorded for the
annual amortizable portion as described below.

Current Sources Of Revenue

UV-Free Tanning Booths and Related Products

Up until 2008,  we  manufactured  and sold  UV-Free  Tanning  Booths and related
supplies to our  customers.  During  2008 we  discontinued  the UV-Free  Tanning
Booths  business.  Revenue  on such  sales are  recognized  when the  product is
delivered  and  installed  at a  customer's  location.  Revenue from the sale of
related products is recognized upon the sale and delivery of such products.

License Fees

Our sub-licensees pay us up-front software  licensing fees for the purchase of a
web site.  Licensing  fees for e-gaming  web sites are  deferred and  recognized
throughout the first year of a sub-licensee's operation.


           Operating Results

         The following is management's  discussion and analysis of our financial
condition and results of its  operations for the fiscal years ended December 31,
2004, 2005, 2006, 2007 and 2008.  Because we are an emerging company and we have
recently  diversified  our  business  operations,  the  comparisons  between our
financial statements may not be meaningful and may not necessarily be indicative
of our future results of operation.

Fiscal Year Ended December 31, 2008
-----------------------------------

         Revenues
         --------


                                       21
<PAGE>


         For the fiscal year ended  December 31, 2008, we reported a net loss of
($593,186) or ($0.01) per share. Revenue from operations amounted to $0.00 as we
discontinued  our  tanning  booth  business  and shifted our focus to the stored
value and  reloadable  pre-paid  card market,  with the  development  of our new
"FocusKard" product.

         Our revenue decreased by 100% over the comparable period from the prior
year.  The  decrease  in  revenue  was a result  of the  discontinuation  of our
e-gaming  activities and the  tanning-booth  business and the development of our
new "FocusKard" product. Due to recent changes in United States law with respect
to Internet gaming,  the Company has discontinued its e-gaming business and does
not expect to receive  continued  revenues  from this  source in the next fiscal
year. There continues to be a dramatic slow-down in the UV-Free tanning business
and  therefore  there was also a dramatic  decrease of sales in UV-free  tanning
booths and related products,  therefore,  the Company discontinued this business
in 2008.

         Cost of Revenues
         ----------------

         Cost of  revenues  amounted  to $0.00 from  $(25,745),  an  increase of
$25,745 or 100% from the  comparable  period from the prior year. The Company is
in the process of  repositioning  itself,  shifting from its previous markets to
the stored value card market; as a result, revenue and cost of revenue was $0.00
for 2008.

         Selling, General and Administrative Expense
         -------------------------------------------

         Selling,  general  and  administrative  expense  ("SG&A")  amounted  to
$559,261 from  $3,038,977,  a decrease of  $2,479,716.00 or 81.6%, and consisted
principally  of  advertising  and marketing  costs  ($94,051),  consulting  fees
($171,653), general and office costs ($185,859), professional fees (comprised of
accounting,  audit and legal)  ($52,052),  rent  ($40,022),  depreciation  costs
($1,104) other administrative and communication expenses ($14,520).

         The decrease in SG&A expenses was due  primarily to decreased  costs in
advertising, marketing and consulting due to the discontinuance of our e-gaming,
UV-free tanning and the spring water branding businesses.

         Financial Condition, Liquidity and Capital Resources
         ----------------------------------------------------

         At December 31, 2008,  the Company had total  current  assets of $4,399
consisting of prepaid expenses.

         Operations  used $287,799 for the fiscal year ended  December 31, 2008.
Funds used in operations  primarily  relate to the increased cost in stock-based
compensation,  advertising,  marketing  and  consulting  due to the shift in our
business  plan away from  e-gaming,  the UV-free  tanning  and the spring  water
branding business,  to the stored value card business and our expansion into new
markets. In addition,  we had increased advertising and marketing costs relating
to our stored value card business, and increased general and office costs.

         Investing  activities  used $863 for the fiscal year ended December 31,
2008.

         Financing  activities  provided  $291,733  for the  fiscal  year  ended
December 31, 2008. Funds provided by financing  activities were from the sale of
7,000,000  shares of the Company's common stock. The Company used $0.00 to repay
loans made to the Company from related parties.  The Company received $30,424 in
loans from related parties.

         We had no long-term debt at December 31, 2008.


Fiscal Year Ended December 31, 2007
-----------------------------------

         Revenues
         --------


                                       22
<PAGE>


         For the fiscal year ended  December 31, 2007, we reported a net loss of
$3,096,225 or $0.09 per share. Revenues amounted to $4,886.

         Our revenue  decreased by 93% over the comparable period from the prior
year.  The decrease in revenue was a result of the  discontinuation  of e-gaming
activities.  Due to recent changes in United States law with respect to Internet
gaming,  the Company has discontinued its e-gaming  business and does not expect
to receive  continued  revenues from this source in the next fiscal year.  There
continues  to be a  dramatic  slow-down  in the  UV-Free  tanning  business  and
therefore there was also a dramatic  decrease of sales in UV-free tanning booths
and related products.

         Cost of Revenues
         ----------------

         Cost of revenues  amounted  to  ($25,745)  from  $231,462 a decrease of
$257,207 or 111% from the comparable period from the prior year and consisted of
a recovery of ($25,745) from licensing  fees relating to  discontinued  e-gaming
activities. Costs of revenue were $10,013 for discontinued operations due to the
slowdown in the manufacturing and distribution of our UV-free tanning booths and
material, e-gaming royalties and services, and gaming license expenses.

         Selling, General and Administrative Expense
         -------------------------------------------

         Selling,  general  and  administrative  expense  ("SG&A")  amounted  to
$3,038,977  from  $692,994,  an increase  of  $2,345,983  or 339% and  consisted
principally  of  advertising   and  marketing   ($1,333,673),   commissions  and
subcontracts  ($194,933),professional  fees (comprised of accounting,  audit and
legal)   ($84,509),   consulting   fees   ($1,279,368),   rent  ($35,607)  other
administrative and communication expenses ($110,887).

         The increase in SG&A  expenses was due  primarily to increased  cost in
advertising, marketing and consulting due to the shift in our business plan away
from e-gaming,  the UV-free tanning and the spring water branding  business,  to
the  stored  value  card  business  and our  partnerships  in  China.  SG&A also
increased  because of increased  consulting  costs in connection with our stored
value card business, business development, promotion and marketing.

         Financial Condition, Liquidity and Capital Resources
         ----------------------------------------------------

         At December 31, 2007, the Company had total current assets of $0.00.

         Operations  used $934,431 for the fiscal year ended  December 31, 2007.
Funds used in operations  primarily  relate to the increased cost in stock-based
compensation,  advertising,  marketing  and  consulting  due to the shift in our
business  plan away from  e-gaming,  the UV-free  tanning  and the spring  water
branding business,  to the stored value card business and our expansion into new
markets. In addition,  we had increased advertising and marketing costs relating
to our stored value card business

         Investing  activities used $0.00 for the fiscal year ended December 31,
2007.

         Financing  activities  provided  $1,001,012  for the fiscal  year ended
December 31, 2007. Funds provided by financing  activities were from the sale of
8,350,628  shares of common stock.  The Company used $35,368 to repay loans made
to the Company from related  parties.  The Company received $48,444 from related
parties.

         We had no long-term debt at December 31, 2007.

Fiscal Year Ended December 31, 2006
-----------------------------------

         Revenues
         --------

                                       23
<PAGE>


         For the fiscal year ended  December 31, 2006, we reported a net loss of
$961,889 or $0.04 per share.  Revenues amounted to $185,299 of which $28,620 was
from the sale of UV-Free Tanning Booths and related supplies, $0.00 was from the
sale of spring water and $156,679 was from licensing and royalties from e-gaming
activities.

         Our revenue  increased by 13% over the comparable period from the prior
year.  The increase in revenue was a result of greater than  expected  licensing
fees for software  from  e-gaming  activities.  Due to recent  changes in United
States law with respect to Internet  gaming,  the Company has  discontinued  its
e-gaming  business and does not expect to receive  continued  revenues from this
source in the next fiscal year.  There  continues to be a dramatic  slow-down in
the  UV-Free  tanning  business  and  therefore  a decrease  of sales in UV-free
tanning booths and related  products.  Our licensing fees increased by 100% over
the comparable  period from the prior year and accounted for 36% of our revenue.
The sales from  tanning  booths and related  products  accounted  for 15% of our
revenue, a decrease of 49% from the prior year and e-gaming royalties  accounted
for 49% of revenue, a decrease of 16% over the prior year.

         Cost of Revenues
         ----------------

         Cost of  revenues  amounted to  $231,462  from  $141,423 an increase of
$90,039 or 64% from the  comparable  period  from the prior  year and  consisted
principally of lower costs associated with the slowdown in the manufacturing and
distribution of our UV-free tanning booths and material,  e-gaming royalties and
services, and gaming license expenses.

         Selling, General and Administrative Expense
         -------------------------------------------

         Selling,  general  and  administrative  expense  ("SG&A")  amounted  to
$692,994 from $473,495, an increase of $219,499 or 46% and consisted principally
of stock-based  compensation  ($507,662),  advertising  and marketing  ($3,607),
consulting fees ($155,860),  and other administrative and communication expenses
($25,865).

         The increase in SG&A  expenses was due  primarily to increased  cost in
stock-based compensation, advertising, marketing and consulting due to the shift
in our  business  plan away from  e-gaming,  the UV-free  tanning and the spring
water branding business, to the stored value card business.  SG&A also increased
because of increased costs relating to private placement of our common shares to
raise  money to fund our  stored  value  card  business,  business  development,
promotion and marketing.

         Financial Condition, Liquidity and Capital Resources
         ----------------------------------------------------

         At December 31, 2006,  the Company had total current  assets of $90,855
consisting  of cash and cash  equivalents  of  $37,969,  inventory  of  $12,872,
receivables of $7,451 and prepaid expenses of $32,563.

         Operations  used $470,387 for the fiscal year ended  December 31, 2006.
Funds used in operations  primarily  relate to the increased cost in stock-based
compensation,  advertising,  marketing  and  consulting  due to the shift in our
business  plan away from  e-gaming,  the UV-free  tanning  and the spring  water
branding business,  to the stored value card business and our expansion into new
markets. In addition, we had increased operational costs relating to the private
placement  of our common  shares to raise  money to fund our  stored  value card
business

         Investing  activities used $0.00 for the fiscal year ended December 31,
2006.

         Financing  activities  provided  $513,041  for the  fiscal  year  ended
December 31, 2006. Funds provided by financing  activities were from the sale of
3,374,832  shares of common stock.  The Company used $23,335 to repay loans made
to the Company from related parties.

         We had no long-term debt at December 31, 2006.


                                       24
<PAGE>

Fiscal Year Ended December 31, 2005
-----------------------------------

         Revenues
         --------

         For the fiscal year ended  December 31, 2005, we reported a net loss of
$471,308 or $0.02 per share.  Revenues amounted to $163,889 of which $56,248 was
from the sale of UV-Free Tanning Booths and related supplies, $0.00 was from the
sale of spring water and $107,641 was from royalties from e-gaming activities.

         Our revenue  decreased by 76% over the comparable period from the prior
year.  The  decrease in revenue was due to a dramatic  slow-down  in the UV-Free
tanning business and therefore a decrease of sales in UV-free tanning booths and
related  products.  The  decrease  also was a result  of  slower  than  expected
royalties on e-gaming activities. Sales from tanning booths and related products
accounted  for 34% of our  revenue,  a  decrease  of 81% from the prior year and
e-gaming  royalties  accounted  for 66% of revenue,  an decrease of 73% over the
prior year.

         Cost of Revenues
         ----------------

         Cost of  revenues  amounted to  $141,423  from  $350,251 an decrease of
$208,828 or 60% from the  comparable  period  from the prior year and  consisted
principally of costs associated with the  manufacturing  and distribution of our
UV-free  tanning booths and material  ($74,138),  casino  operations  ($26,644),
bottled spring water ($0.00) and gaming license expenses ($40,641).

         Selling, General and Administrative Expense
         -------------------------------------------

         Selling,  general  and  administrative  expense  ("SG&A")  amounted  to
$473,495 from $482,211, a decrease of $8,716 or 2% and consisted  principally of
payroll  ($45,713),   advertising  and  marketing  ($8,146),  professional  fees
(comprised  of  accounting,   audit  and  legal)   ($58,227),   consulting  fees
($171,147),  bad  debts  ($82,600),  rent  ($50,968)  other  administrative  and
communication expenses ($56,694).

         SG&A expenses were due to our  continuing  investment  into the UV-free
tanning and the spring water branding business,  increased  corporate  activity,
business  development,  promotion and marketing.  SG&A increased  because of our
increased  marketing and  manufacturing  costs  relating to the UV-free  tanning
business.

         Financial Condition, Liquidity and Capital Resources
         ----------------------------------------------------

         At December 31, 2005,  the Company had total current  assets of $58,290
consisting  of cash  and  cash  equivalents  of  $0.00,  inventory  of  $17,154,
receivables of $32,587 and prepaid expenses of $8,549.

         Operations  used  $45,054 for the fiscal year ended  December 31, 2005.
Funds used in  operations  primarily  relate to the Company's  manufacturing  of
UV-Free Tanning Booths and expansion into new markets.

         Investing  activities  used $0 for the fiscal year ended  December  31,
2005.

         Financing  activities  provided  $54,488  for  the  fiscal  year  ended
December 31, 2005. Funds provided by financing  activities were from the sale of
365,000  shares of common  stock and from the  advancement  of a bank loan.  The
Company received $9,416 in loans from related parties.

         We had no long-term debt at December 31, 2005.

Fiscal Year Ended December 31, 2004
-----------------------------------

         Revenues
         --------


                                       25
<PAGE>


         For the fiscal year ended  December 31, 2004, we reported a net loss of
$139,368 or $0.01 per share. Revenues amounted to $692,069 of which $293,628 was
from the sale of UV-Free  Tanning Booths and related  supplies,  $2,508 was from
the  sale of  spring  water  and  $395,933  was  from  royalties  from  e-gaming
activities.

         Our  revenue  increased  by 57.6% over the  comparable  period from the
prior year. The increase in revenue was mainly due to the Company's  increase in
sales in the  UV-Free  Tanning  business  and to a lesser  extent  spring  water
branding and sales. Sales from tanning booths and related products accounted for
42% of our revenue  and spring  water  branding  and sales  accounted  for 1% of
revenue.

         Cost of Revenues
         ----------------

         Cost of  revenues  amounted to  $350,251  from  $321,388 an increase of
$28,863  or 9% from the  comparable  period  from the prior  year and  consisted
principally of costs associated with the  manufacturing  and distribution of our
UV-free tanning booths and material  ($134,943),  casino operations  ($204,559),
bottled spring water ($1,200) and gaming license expenses ($9549).

         Selling, General and Administrative Expense
         -------------------------------------------

         Selling,  general  and  administrative  expense  ("SG&A")  amounted  to
$482,211  from  $428,687,   an  increase  of  $53,524  or  12.5%  and  consisted
principally  of  payroll   ($33,757),   advertising  and  marketing   ($43,958),
professional  fees  (comprised  of  accounting,   audit  and  legal)  ($93,660),
consulting   fees   ($194,769),   rent  ($46,128)   other   administrative   and
communication expenses ($69,939).

         SG&A expenses were due to our  continuing  investment  into the UV-free
tanning and the spring water branding business,  increased  corporate  activity,
business  development,  promotion and marketing.  SG&A increased  because of our
increased  marketing and  manufacturing  costs  relating to the UV-free  tanning
business.

         Financial Condition, Liquidity and Capital Resources
         ----------------------------------------------------

         At December 31, 2004,  the Company had total current assets of $286,095
consisting  of cash and cash  equivalents  of  $28,553,  inventory  of  $80,941,
receivables of $159,179 and prepaid expenses of $17,422.

         Operations  used $127,307 for the fiscal year ended  December 31, 2004.
Funds used in  operations  primarily  relate to the Company's  manufacturing  of
UV-Free Tanning Booths and expansion into new markets.

         Investing  activities  used $0 for the fiscal year ended  December  31,
2004.

         Financing  activities  provided  $227,571  for the  fiscal  year  ended
December 31, 2004. Funds provided by financing  activities were from the sale of
952,750  shares of common stock.  The Company used $3,522 to repay loans made to
the Company from related parties.

         We had no long-term debt at December 31, 2004.

         B.  Liquidity and Capital Resources

         We have financed our operations from the issuance of equity  securities
and, to a lesser  extent,  from  non-interest  bearing  loans from our  founder,
President and Chief Executive Officer Michael Donaghy.


         From January 1, 2008 to June 15, 2009, we sold approximately  7,000,000
shares  of  our  common  shares  through  private   placements  with  accredited
investors. The offering is being conducted pursuant to the exemption provided by
Regulation S, under the Securities Act of 1933. We have raised  approximately  $
270,952, net of expenses, for working capital to fund our continuing operations.

         As of  December  31, 2008 we had  approximately  $0.00 of cash and cash
equivalents.


                                       26
<PAGE>


         To provide working capital for its operations and project  development,
the Company will need to raise new funds. Traditionally,  the Company has raised
capital through the issuance of common shares. In addition, from time to time in
the past,  Michael Donaghy,  the President of the Company,  personally  advanced
non-interest-bearing  loans to the Company for the day-to-day  operations of the
Company.  It is contemplated that it will continue to raise capital primarily in
private placements through investors.  No assurance,  however, can be given that
the Company's future capital requirements will be obtained. The Company's access
to  capital  is  always  dependent  upon  future  financial  market  conditions,
especially those pertaining to early-stage companies.  There can be no guarantee
that  the  Company  will be  successful  in  obtaining  future  financing,  when
necessary, on economically acceptable terms.

         For the year ended December 31, 2009, the Company believes that it will
need  approximately  CAD$1,000,000  of cash to cover  administrative  costs  and
approximately   CAD$60,000  for  payment  of  lease   properties.   The  Company
anticipates that it will pay for its 2009  administrative  and operational costs
from existing  working  capital,  from current  revenue streams and from private
placements  through  investors.  The Company  believes  it can raise  sufficient
working  capital to complete its anticipated  expenditures  during the remaining
portion of 2009,  however,  no assurances  can be given that the Company will be
able to raise cash from additional  financing efforts.  If the Company is unable
to obtain sufficient funds from future financing,  or from current revenues, the
Company may not be able to become profitable.

         C. Research and development, patents and licenses, etc.

         We are  not  involved  in any  research  and  development  and  have no
registered  patents or licenses.  In the fiscal years 2008, 2007, 2006, 2005 and
2004 the Company did not have any research, development or patent expenses.

         D.  Trend Information

         In 2009,  we intend to  continue  our tight  cost  control  in order to
achieve  the  highest  profitability  possible.  See  Item  5A.  "Operating  and
Financial  Review and Prospects - Results of  Operation"  for  additional  trend
information.

The Internet

         The Internet continues to grow at a high rate in terms of the number of
users online,  the total revenue being  generated  online and the speed at which
communications  can be carried.  All of these  factors  contribute to a parallel
growth in the number and value of stored  value and  payment  card  transactions
globally and the market audience for our stored value card business.

         According to published reports,  the popularity of the Internet and the
continuing  increase in the on-line  population has established it as one of the
fastest  growing  communications  mediums in history,  reaching an  estimated 50
million users worldwide within only 5 years since its establishment for business
and personal use. Comparably, radio did not reach the same level of exposure for
38 years,  television  for 13 years and cable for 10 years.  Today the  Internet
reaches over one billion users worldwide.

         The intense  increase in Internet  penetration  is due to several major
factors,  the  first  and  foremost  relating  to PC  penetration.  Most PCs are
equipped with some form of Internet access,  and most homes have telephone lines
or other forms of internet access. Once a PC is inside a home, the Internet is a
natural part of its use. Second,  technology  advances in personal computers for
the home and office, as well as those that help connection speed,  encourage the
use of the Internet.  Most product  developments,  such as computers  that offer
Internet  access by the touch of a button,  make the  Internet  experience  more
enjoyable and, therefore,  consumers are drawn to it. Lastly, the content on the


                                       27
<PAGE>

Internet is self-enforcing.  Advertising on the Internet directs consumers go to
other  websites,  thus  extending  the average time that users spend on the web.
North America has dominated the  development  of the Internet,  but the greatest
growth potential is outside that region.

         We  expect  these  growth  trends  will have a  positive  impact on the
Company's sales and revenues. See "Forward Looking Information," below.

The Economy

         We believe that significant  opportunities  exist in the economy in the
stored-value  credit/debit  card  market.  Specifically,  we  believe  that  our
FocusKard  suite of product  sales will  increase as our brand name becomes more
entrenched in the market and as we focus on developing more partner distribution
channels,  particularly  with our joint  acquisitions  in China and other  Asian
countries.  In  addition,  we  anticipate  that  our  stored-card  branding  and
affiliation  purchases  and  activity  will  continue to increase as we focus on
providing a wide variety of product  opportunities  to new customers.  We expect
such  increases  to occur  primarily as a result of our  marketing  plan and the
development of relationships  with various companies with built-in  distribution
channels; such as trade organizations and large companies.

         E.   Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

         F.   Tabular Disclosure of Contractual Obligations

The Company has no contractual  obligations of the type required to be disclosed
in this section.

         G.  Safe harbor (Forward Looking Information)

We are projecting increased expenses.

         We are  projecting  increased  expenses  for  the  fiscal  year  ending
December 31, 2009 as our  stored-value  card business grows. It is expected that
these expenses will be caused primarily by:

o    Cost to start-up and operate new lines of business
o    marketing costs
o    costs for software and related applications
o    startup, including personnel and office costs
o    customer acquisition costs
o    legal and accounting costs

We are in the emerging stage.

         We have a  limited  operating  history  since our  operations  began in
November 2000.  Consistent with other  early-stage  companies,  expenditures are
heavily  weighted  in  favor  of  our  company  branding,   marketing,  customer
acquisition and partnering affiliations.  We realize that these expenditures are
necessary in order to compete for customers  more  effectively  and to develop a
profitable company capable of surviving and prospering well into the future.

         We expect to continue  developing our  stored-value  credit/debit  card
line  of  business   through   expanding   our  customer   base  and   improving
functionalities based on customer needs, requests and requirements. In the event
that we target other  appropriate  acquisition or licensing  candidates,  we may
require additional funding to consummate such a relationship.


                                       28
<PAGE>


         We do not currently  have  sufficient  financial  resources to meet the
funding  requirements  referenced above.  Accordingly,  we are currently seeking
funding from outside sources,  including private placements of our common stock.
At the  date  hereof,  we  have no  firm  commitments  from  anyone  to  provide
additional funding.

Item 6.           Directors, Senior Management and Employees

         A.  Directors and senior  management.  Set forth below are  particulars
respecting  our directors and executive  officers as of June 24, 2006,  and each
person's business experience:

    Name                Business Address                Position
    ----                ----------------                --------
    Michael Donaghy     1315 Lawrence Ave. East         Chief Executive Officer,
                        Suite 520                       President and Director
                        Toronto, Ontario
                        Canada M3A 3R3

    Paul Bilewicz       c/o 1315 Lawrence Ave. East     Director
                        Suite 520
                        Toronto, Ontario
                        Canada M3A 3R3

    Hon. Doug Lewis     77 Coldwater Street, East       Director
                        Orillia, Ontario
                        Canada, L3V 1W6

         Michael  Donaghy,   President.  Mr.  Donaghy,  age  49,  has  been  our
President,  Chief Executive Officer and a member of our Board of Directors since
inception.  From February 2000 to October 2000 he served as Interim President of
Zaurak Capital Corp.,  an e-gaming  holding  company.  In 1999 he formed and was
named  President  and Chief  Executive  Officer of  CyberGaming  Inc., a company
engaged in the business of Internet e-gaming sub-licensing, website creation and
hosting.  Mr.  Donaghy  resigned as  President  and CEO of  CyberGaming  Inc. in
September  2000,  just prior to joining  us. Mr.  Donaghy is also  President  of
Citywebsites.com, a website design company, since March 1995.

         Paul Bilewicz, Director. Mr. Bilewicz, age 59, has been a member of our
Board of Directors since April, 2007. From 2003 to present, he owns and operates
a Resort/ Retreat,  Pretty River Valley Inn located in the Blue Mountain area in
central Ontario.  Prior to that, from approximately 1996 to 2000 he was employed
with  Glaxo  Canada  or its  parent  company  GlaxoWellcome  Plc.  He was  Chief
Information  Officer  at Glaxo  Canada;  he also  assumed  additional  executive
responsibility for Finance, Human Resources and Business Process Re-engineering.
He was a member of the Glaxo Canada, Board of Directors.  In 2000, he joined the
Royal  Bank  of  Scotland  in  Edinburgh  as  Director  of  Systems  Application
Development and Operations for Retail Banking.  In 1996, he was appointed to the
position of Worldwide Director of Information Technology for the parent company,
GlaxoWellcome  Plc  and  relocated  to  London,  England.  In  that  role he was
responsible for systems and networks globally for their manufacturing,  research
and  development  and  commercial  operations,  as well as being a member of the
Executive  Committee of the US subsidiary.  Mr. Bilewicz  received a Bachelor of
Mathematics from the University of Waterloo in 1973 and also completed Executive
Programs at the Darden  Graduate  School of Business  (University  of Virginia),
Insead,  in  Fontainbleu,  France  and the  Fuqua  School  of  Business  at Duke
University in North Carolina.

         Doug Lewis,  Director.  The  Honorable  Doug Lewis,  age 71, has been a
member of our Board of  Directors  since March,  2007.  From  September  2001 to
present, Mr. Lewis practices corporate and commercial law, negotiating and elder
law,  including estate  administration  with a partnership he formed.  Mr. Lewis
served as a lawyer member of the Ontario Consent and Capacity Board from October


                                       29
<PAGE>
<TABLE>
<CAPTION>

2002 to October 2005. From 1993 until September 2001, Mr. Lewis pursued a number
of business interests, utilizing his experience in law, accounting, business and
government while serving as informal "House Counsel" for various companies.

         Mr. Lewis has served in a number of positions in government,  including
Parliamentary  Secretary to the Secretary of the Treasury Board. In 1987, he was
appointed to the Cabinet by Prime  Minister  Brian  Mulroney  where he served as
Minister of State-Government House Leader. From 1988 to 1990, Mr. Lewis held the
positions  of  Government  House  Leader and  Minister of Justice  and  Attorney
General of Canada.  In 1990, he was appointed  Minister of Transport and in 1991
he was appointed  Solicitor  General of Canada, a post he held until the Federal
election of 1993. In 1984, he was appointed a Queen's Counsel by the Province of
Ontario and by the Canadian Federal Government in 1992. Mr. Lewis maintained his
membership  in the Law Society of Upper  Canada  during his years as a Member of
Parliament and returned to the practice of law in 2001.

         In 1979, Mr. Lewis was elected to the House of Commons as the Member of
Parliament  for the  riding of  Simcoe  North and  continued  to so serve  until
October 1993. In Opposition,  Mr. Lewis served as Housing  critic,  Deputy House
Leader, House Leader and then, Chairman of the Public Accounts Committee.

         After  completing  his  degree as a  Chartered  Accountant,  Mr.  Lewis
attended  Osgoode Hall Law School from 1964 to 1967 and was called to the Bar in
the Province of Ontario in 1969.  Mr. Lewis  trained as a Chartered  Accountant,
received his degree from the  Institute of Chartered  Accountants  of Ontario in
1962 and was named Fellow of the Institute of Chartered  Accountants  of Ontario
in 1982 for his service to the community and his profession.

         B.  Compensation.  Mr.  Donaghy  received a salary of $125,000  for the
fiscal years ended December 31, 2006, December 31, 2007 and December 31, 2008 as
the Company's  President and Chief Executive Officer.  No other compensation was
paid to our executive officers.

         We do not presently pay any cash  compensation to directors for serving
on our board,  but we do  reimburse  directors  for  out-of-pocket  expenses for
attending board meetings.

Executive Compensation

       The  following  table  sets forth the a summary  of  compensation  earned
during the  Company's  last three fiscal years by the  Company's  directors  and
members  of  its  administrative,  supervisory  or  management  bodies  and  its
subsidiaries for services in all capacities to the company and its subsidiaries.


                           SUMMARY COMPENSATION TABLE

                                                                          Long Term Compensation

                                Annual Compensation                 Awards                    Payouts

                                                              Restricted   Securities   LTIP       All Other
Name and               Fiscal    Cash          Other Annual   Stock        Underlying   Payouts    Compensation
Principal position     Year      compensation  Compensation   Award(s)     Options (#)
                                     (US$)        (US$)
<S>                                                                                                <C>
Michael Donaghy
Director and            2008       $125,000        -             -          400,000       -           -
President & Chief       2007       $125,000        -             -              -         -           -
Executive Officer       2006       $125,000        -             -        1,600,000       -           -

Paul Bilewicz           2008       $   0.00        -             -          400,000       -           -
Director                2007       $   0.00        -             -              -         -           -

Hon. Doug Lewis         2008       $   0.00        -             -          400,000       -           -
Director                2007       $   0.00        -             -              -         -           -

</TABLE>

                                       30
<PAGE>


         C. Board Practices. While not required, each of the Company's directors
is a resident of Canada and holds office until the Company's  annual  meeting or
until his  successor  is duly  elected  or  appointed.  Officers  are  appointed
annually by the Board of Directors to serve at the Board's will. The Company has
no  contracts  with  any  of  its  Directors  that  provide  for  payments  upon
termination.  The Board has formed an Audit  Committee.  Two Directors,  Michael
Donaghy and Hon.  Doug Lewis,  comprise  this  committee,  and Hon.  Doug Lewis,
because of his extensive  background in business and finance,  will serve as the
Audit Committee financial expert.

         D.  Employees.  As of  December  31,  2008,  we had a total of four (4)
employees (two (2) full-time and two (2) part-time) in Toronto, Ontario. None of
our employees are covered by any  collective  bargaining  agreement.  We believe
that relations with our employees are good.

         E. Share Ownership. The following table sets forth information relating
to the  beneficial  ownership  of our common stock as of the date of this annual
report by those  persons who  beneficially  own more than 5% of our common stock
and by all of our directors and  executive  officers as a group,  as of June 15,
2009.  As of December  31,  2008 there were  48,454,810  shares of common  stock
outstanding.

                                                           Number of
Name and Address of          Position with the             Shares
Beneficial Owner (1)         Company                       Owned         Percent
--------------------         -------                       -----         -------
Michael Donaghy (2)          Director, President &        8,850,000       16.65%
                             Chief Executive Officer

Paul Bilewicz                Director                        80,000           *
Hon. Doug Lewis              Director                       528,000           *

CEDE & Co.                   N/A                         21,278,936       40.03%
P.O. Box 222
Bowling Green Station
New York, NY 10274

All Officers and Directors                                9,458,000       17.79%
as a Group
(1 Person)

(*) Owns less than one percent (1%) of the Company's common stock.
(1) All  officer and  director  addresses  are c/o the Company at 1315  Lawrence
Avenue East, Suite 520,  Toronto,  Canada M3A 3R3.
(2) Mr. Donaghy  beneficially owns these shares indirectly through his spouse.

Stock Option Plan
-----------------


                                       31
<PAGE>
<TABLE>
<CAPTION>


         At the  Company's  2006  Annual  Meeting,  the  shareholders  adopted a
Non-Qualified  Stock Option Plan for the Company (the "Stock  Option  Plan").  A
total  of up to  ten  percent  (10%)  of  the  common  shares  of  the  Company,
outstanding  from time to time,  are reserved for the issuance of stock  options
pursuant  to the Stock  Option  Plan.  Options may be issued to  directors,  key
personnel and consultants to the Company,  its subsidiaries and affiliates.  The
holders of options  under all of the Stock Option Plan are  responsible  for all
personal tax  consequences  relating to the options.  The exercise prices of the
options are based on the fair value of the  Company's  common shares at the time
of grant as determined by our board of  directors.  The current  practice of our
board of directors is to grant options with  exercise  prices that equal 100% of
the closing price of our common shares on the  applicable  date of grant.  There
are  currently  3,550,000  options  issued under the Stock  Option  Plan.  As of
December 31, 2008 a total of 1,950,000 stock options are  outstanding  under the
Stock Option Plan.

 The  following  table  sets out  stock  option  awards  received  by the  Named
Executive Officers during the year ended December 31, 2008.

          Option grants of Oxford Investments Holdings Inc. during 2008

                               % of Total            Market Value
                    Securities  Option               of Underlying
                       Under    Grants    Exercise   Options on      Expiration
Name                 Options    in Year    Price     Date of Grant      Date
--------------------------------------------------------------------------------

Michael Donaghy      400,000     33.3%    $ 0.10    $ 40,000.00   March 20, 2013

        The following table shows, for each Named Executive Officer,  the number
of common shares acquired  through the exercise of options of the Company during
the year ended December 31, 2008, the aggregate value realized upon exercise and
the number of unexercised options under the Stock Option Plan as at December 31,
2008.  The value  realized  upon exercise is the  difference  between the market
value of  common  shares  on the  exercise  date and the  exercise  price of the
option.  The value of unexercised  in-the-money  options at December 31, 2008 is
the difference between the exercise price of the options and the market value of
the Company's  common shares on December 31, 2008,  which was $0.02 per share of
the Company's common stock.

        Aggregate option exercises during 2008 and year end option values

                                                                                   Value of unexercised
                                   Aggregate           Unexercised options at        in-the-money options at
                     Securities    value                 December 31, 2008           December 31, 2008 (C$)
                     acquired at   realized              -----------------           ----------------------
Name                 exercise       ($)            Exerciseable   Unexerciseable   Exerciseable  Unexerciseable
----                 --------       ---            ------------   --------------   ------------  --------------
<S>                                                                                              <C>
Michael Donaghy          0          NIL              400,0000            0             %0.00           NIL
</TABLE>


Item 7.           Major Shareholders and Related Party Transactions

         A.  Major  shareholders.  The  Company  is not aware of any  beneficial
owners of 5% or more of the Company's common stock other than those disclosed in
Item 6.E. above.


                                       32
<PAGE>

         B. Related party transactions.

         As of December  31,  2008,  the Company was  indebted to its  officers,
directors and stockholders  $204,288 (Dec. 31, 2007-$268,735) for cash advances,
consulting  fees and expenses paid on behalf of the Company.  As at December 31,
2008,  2007 and 2006,  the  Company  was  indebted  to certain of its  officers,
directors and stockholders $204,288, $268,735, and $407,004,  respectively,  for
cash advances,  consulting  services and expenses paid on behalf of the Company.
These related party loans are uncollateralized,  non-interest bearing and due on
demand.

         The  Company  was  indebted  to a director  in the  amount of  $43,962,
bearing interest at 5% per annum, due upon demand. The loan was repaid in fiscal
year 2007.  Remaining interest for the year ended December 31, 2008, amounted to
$32,761. The Company owes a director $492,550, as of December 31, 2008.

         The  Company  rents  space  in  Toronto  Ontario  on  a  month-to-month
agreement from a corporation that is controlled by a director.  The monthly rent
is $3,500  (CDN).  Rent expense for the year ended  December 31, 2008 under this
lease  amounted  to $40,022 . As of December  31,  2008,  the  Company  owed the
corporation $14,368 in back rent.

         During  November  2000, we issued to Mr.  Donaghy  8,400,000  shares of
common  stock at  $0.0009  per share in  exchange  for office  equipment  with a
historical  cost of $3,472 and expenses valued at $3,992,  which  represents his
historical cost.


Item 8.           Financial Information

         A. Consolidated Statements and Other Financial Information. This annual
report on Form 20-F contains the financial information set forth under Item 18.

         B.  Significant  Changes.  In May 2003,  the Company  entered  into two
initiatives to further  diversify  it's interests in the lifestyles  consumables
market.  The first is the  distribution  of a private  line of  UV-free  tanning
booths  and  related  products  and the  second is the  distribution  of private
labeled  bottled spring water.  In April 2006,  the Company  acquired all of the
assets WebStar Internet Solutions,  a company that delivers revolutionary online
payment  solutions  for  companies  that wish to  accept  payments  through  the
Internet for entertainment,  products and services. The Company has discontinued
its e-gaming, UV-free tanning and private water branding businesses.

         During  2006,  the  Company   entered  into  the   direct-banking   and
payment-card  solutions  business  by  concentrating  its  business  around  its
"FocusKard" suite of products.  On or about December 18, 2006, we entered into a
joint venture arrangement with the Ko Ho Management Co. Ltd. We acquired a fifty
percent  (50%)  equity  interest  in the Ko Ho Group  of Hong  Kong,  a  company
wholly-owned  by Mr. Benny Lee. The Ko Ho Group is an investment  and management
company,  specializing  in company  mergers  and  acquisitions,  management  and
marketing  services in Asia Pacific with a focus in Hong Kong and China. To date
through  our  partnership  with the Ko Ho  Group,  we have  acquired  an  equity
interest  in three  Chinese  companies,  Arden  Trading  Company  Ltd.,  Hongxin
Insurance Agency and Foshan Foshantong Information Technology Co., Ltd.

         On July 19, 2007 the Company  entered into a joint venture  partnership
with Serenity  Investments Holdings Corp., a British Virgin Islands corporation,
to obtain a Payment Processing Engine and an E-Wallet Platform that will provide
the  technology  for the backbone to the  Company's  FocusKard  suite of payment
solutions.  The Company issued  1,500,000  common shares in connection with this
joint venture.

         On March 20,  2008,  the Board of Directors  agreed that the  directors
would accept 60,000  shares  common stock of the Company,  valued at $0.05 CDN a
share as  consideration  for directors'  fees to the end of December,  2008. The
directors received these shares on March 20, 2008.


                                       33
<PAGE>


         On March 20,  2008,  the Board of Directors  agreed that each  director
would be  granted an option to  purchase  200,000  shares of the  Company at the
price of $0.12 CDN each for serving as a Director in the year 2007.  The options
expire March 2013.

         Subsequent to December 31, 2008,  the Company issued  4,450,000  common
shares for a total consideration of $75,000 cash.


Legal Proceedings

         The  Company is not a party to any  pending or ongoing  material  legal
proceeding nor is the company aware of any  threatened or  anticipated  material
legal proceeding against it.

Dividend Policy

         The Company has not paid and does not plan to pay any cash dividends on
its capital stock. The Company  currently  intends to retain any future earnings
to fund growth,  and therefore  does not expect to pay any cash dividends in the
foreseeable future.

Item 9.           The Offer and Listing

Price History of Shares

         The  Company's  common  shares are  listed in the United  States on the
National Association of Securities Dealers OTC Bulletin Board, and began trading
in May 2004  under the  symbol  OXIHF.  Even  though  our stock is listed on the
OTCBB,  it is very thinly  traded and trading can be sporadic and as of December
31,  2008,  no active  established  market  within or outside the United  States
existed for our common stock.

         The high and low sale  prices for the common  shares of the  Company on
the OTC Bulletin  Board for each of the last six months,  each fiscal quarter in
each of the last two full financial years and subsequent  period and each of the
last five full financial years are as follows:
                               OTC Bulletin Board
                             (United States Dollars)

                                          High                     Low
2009
June (through June 10, 2009)             $0.03                    $0.03
May                                      $0.03                    $0.02
April                                    $0.04                    $0.02
March                                    $0.02                    $0.02
February                                 $0.02                    $0.02
January                                  $0.05                    $0.01
2008                                     $0.25                    $0.01
December                                 $0.02                    $0.01
Fourth Quarter                           $0.10                    $0.01
Third Quarter                            $0.10                    $0.03
Second Quarter                           $0.16                    $0.05
First Quarter                            $0.25                    $0.07


                                       34
<PAGE>

2007                                     $0.65                    $0.04
December                                 $0.40                    $0.06
Fourth Quarter                           $0.40                    $0.06
Third Quarter                            $0.50                    $0.35
Second Quarter                           $0.65                    $0.38
First Quarter                            $0.10                    $0.04
2006                                     $1.19                    $0.04
December                                 $0.40                    $0.36
Fourth Quarter                           $0.40                    $0.28
Third Quarter                            $1.19                    $0.27
Second Quarter                           $0.50                    $0.13
First Quarter                            $0.10                    $0.04
2005                                     $0.15                    $0.01
December                                 $0.08                    $0.06
Fourth Quarter                           $0.08                    $0.06
Third Quarter                            $0.08                    $0.01
Second Quarter                           $0.15                    $0.02
First Quarter                            $0.15                    $0.06
2004                                     $0.55                    $0.10
Fourth Quarter                           $0.25                    $0.10
Third Quarter                            $0.55                    $0.20
Second Quarter                           $0.55                    $0.10

         The closing price of the  Company's  common shares on the OTCBB on June
15, 2009 was $0.04.

Item 10.          Additional Information

A.  Share Capital.

         Not Applicable

B. Memorandum and articles of incorporation.

         Incorporated by reference from the Company's  registration statement on
Form 20-F filed on December 19, 2001.

C. Material contracts.

         The Company has employment  agreements  with its President as discussed
more fully below.

         The Company  entered into an employment  agreement with Michael Donaghy
dated July 1, 2001 to serve as our President and also as the general  manager of
our  wholly-owned  subsidiary  International  E Gaming  Developers  Inc.  At the
expiration,  the Company and Mr. Donaghy signed an agreement to extend the terms
of the  employment  agreement  for an  additional  four (4) years until June 30,
2008. The agreement  renews  automatically  on a year to year basis  thereafter,
unless  terminated by the parties.  Mr. Donaghy is entitled to receive an annual
salary of $125,000 plus customary vacation,  medical,  dental and life insurance
benefits and  reimbursement of certain business  expenses.  We may terminate the
employment  agreement for "cause" which includes,  (i) failure by Mr. Donaghy to


                                       35
<PAGE>

perform  his  duties  in  accordance  with the  employment  agreement;  (ii) Mr.
Donaghy's conviction for a criminal offense involving fraud, misappropriation of
monies,  property or rights of the Company or an act of moral  turpitude;  (iii)
Mr. Donaghy's willful malfeasance or willful gross misconduct;  (iv) a breach of
certain provisions of the employment agreement; and (v) for any reason permitted
by law that would allow the Company to terminate the agreement without notice or
for payment in lieu of notice.

         The Company may also  terminate the employment  agreement  prior to the
end  of the  term  by  payment  to  Mr.  Donaghy  of a  lump  sum  equal  to his
compensation and benefits payable under the remaining term of the agreement.

D. Exchange controls.

         The Company is an Ontario corporation. Canada has no system of exchange
controls.  There are no Canadian  restrictions on the repatriation of capital or
earnings of a Canadian  public company to non-resident  investors.  There are no
laws in Canada or exchange  restrictions  affecting the remittance of dividends,
profits,  royalties and other payments to  non-resident  holders of the Canadian
securities.

         There are no limitations under the laws of Canada or in the controlling
documents of the Company on the right of foreigners  to hold or vote  securities
of the Company,  except that the  Investment  Canada Act may require  review and
approval  by the  Minister  of  Industry  (Canada)  of certain  acquisitions  of
"control" of the Company by a "non-Canadian."  The threshold for acquisitions of
control is generally  defined as being one-third or more of the voting shares of
the Company.  "Non-Canadian" generally means an individual who is not a Canadian
citizen,  or  a  corporation,  partnership,  trust  or  joint  venture  that  is
ultimately controlled by non-Canadians.

E.  Taxation.

Canadian Federal Income Tax Consequences

         The  following  is a brief  summary of some of the  principal  Canadian
federal  income tax  consequences  to a U.S.  Holder (as  defined  below) of the
Company's  common  shares who deals at arm's  length with and is not  affiliated
with the Company, holds the shares as capital property and who, for the purposes
of the  Income  Tax  Act  (Canada)  and  the  Canada-United  States  Income  Tax
Convention,  is at all relevant  times  resident or deemed to be resident in the
United  States  and is not nor is deemed  to be in Canada  and does not carry on
business in Canada.

         This summary is of a general  nature only and is not, and should not be
interpreted  as,  legal or tax  advice  to any  particular  U.S.  Holder  and no
representation  is made with respect to the Canadian income tax  consequences to
any particular  person.  Accordingly,  U.S. Holders are advised to consult their
own tax advisers with respect to their particular circumstances.

         Under the Income Tax Act  (Canada)  and  pursuant to the  Canada-United
States Income Tax Convention,  a U.S. Holder of common shares will be subject to
a 15 percent  withholding  tax on  dividends  paid or  credited or deemed by the
Income  Tax Act  (Canada)  to have been paid or  credited  on such  shares.  The
withholding tax rate is 5 percent,  where the U.S. Holder is a corporation  that
beneficially owns at least 10 percent of the voting shares of the Company.

         In general, a U.S. Holder will not be subject to Canadian income tax on
capital gains arising on the disposition of the Company common shares unless (i)
at any time in the five-year period  immediately  preceding the disposition,  25
percent or more of the shares of any class or series of the capital stock of the
Company  were owned (or were under  option or subject to an interest  in) by the
U.S.  Holder,  by persons with whom the U.S. Holder did not deal at arm's length
and (ii) the  value  of the  common  shares  of the  Company  at the time of the
disposition   derives   principally  from  real  property  (as  defined  in  the
Canada-United States Income Tax Convention) situated in Canada.

United States Federal Income Tax Consequences


                                       36
<PAGE>

         The following is a general  discussion of certain possible U.S. federal
income tax  consequences,  under  current law,  generally  applicable  to a U.S.
Holder of common shares of the Company.  This  discussion is of a general nature
only and does not take into account the particular facts and circumstances, with
respect to U.S. federal income tax issues,  of any particular U.S. Holder.  This
discussion  does not cover any state,  local or foreign tax  consequences.  (See
"Taxation-- Canadian Federal Income Tax Consequences", above).

         The  following  discussion  is based upon the  sections of the Internal
Revenue Code of 1986, as amended (the "Code"),  Treasury Regulations,  published
Internal Revenue Service ("IRS") rulings,  published administrative positions of
the IRS and court decisions that are currently  applicable,  any or all of which
could be materially and adversely  changed,  possibly on a retroactive basis, at
any time and which are subject to  differing  interpretations.  This  discussion
does not consider the potential  effects,  both adverse and  beneficial,  of any
proposed  legislation  which,  if  enacted,  could  be  applied,  possibly  on a
retroactive basis, at any time.

         This discussion is for general  information only and it is not intended
to be, nor should it be construed to be, legal or tax advice to any U.S.  Holder
or prospective  U.S.  Holder of common shares of the Company,  and no opinion or
representation  with respect to the U.S.  federal income tax consequences to any
such U.S. Holder or prospective U.S. Holder is made.  Accordingly,  U.S. Holders
and  prospective  U.S.  Holders of common shares of the Company  should  consult
their own financial  advisor,  legal  counsel or  accountant  regarding the U.S.
federal,  state,  local and foreign tax  consequences of purchasing,  owning and
disposing of common shares of the Company.

U.S. Holders
------------

         As used herein, a "U.S.  Holder" means a holder of common shares of the
Company  who is (i) a  citizen  or  individual  resident  of  the  U.S.,  (ii) a
corporation or partnership created or organized in or under the laws of the U.S.
or of any political subdivision thereof, (iii) an estate whose income is taxable
in the U.S.  irrespective  of  source  or (iv) a trust  subject  to the  primary
supervision  of a court  within  the U.S.  and  control of a U.S.  fiduciary  as
described Section 7701(a)(30) of the Code.

Persons Not Covered
-------------------

         This summary does not address the U.S.  federal income tax consequences
to  persons  (including  persons  who  are  U.S.  Holders)  subject  to  special
provisions  of  U.S.   federal   income  tax  law,   including  (i)   tax-exempt
organizations,  (ii) qualified  retirement  plans,  (iii) individual  retirement
accounts and other  tax-deferred  accounts,  (iv)  financial  institutions,  (v)
insurance  companies,  (vi)  real  estate  investment  trusts,  (vii)  regulated
investment companies, (viii) broker-dealers,  (ix) persons or entities that have
a "functional  currency" other than the U.S. dollar,  (x) persons subject to the
alternative minimum tax, (xi) persons who own their common shares of the Company
as part of a straddle,  hedging,  conversion  transaction,  constructive sale or
other arrangement  involving more than one position,  (xii) persons who acquired
their  common  shares of the  Company  through the  exercise  of employee  stock
options or otherwise as  compensation  for services,  (xiii) persons that own an
interest in an entity that owns common shares of the Company,  (xiv) persons who
own,  exercise or dispose of any  options,  warrants or other  rights to acquire
common shares of the Company, or (xv) persons who own their common shares of the
Company  other than as a capital asset within the meaning of Section 1221 of the
Code.

Distribution on Common Shares of the Company
--------------------------------------------

         U.S.   Holders   receiving   distributions    (including   constructive
distributions)  with  respect to common  shares of the Company  are  required to
include in gross income for U.S. federal income tax purposes the gross amount of
such distributions,  equal to the U.S. dollar value of such distributions on the
date of receipt  (based on the exchange  rate on such date),  to the extent that
the Company has current or accumulated  earnings and profits,  without reduction
for any Canadian income tax withheld from such distributions.  Such Canadian tax
withheld  may be  credited,  subject to certain  limitations,  against  the U.S.
Holder's U.S. federal income tax liability or, alternatively, may be deducted in


                                       37
<PAGE>

computing the U.S.  Holder's U.S.  federal  taxable  income by those who itemize
deductions. (See more detailed discussion at "Foreign Tax Credit" below). To the
extent  that  distributions  from the  Company  exceed  current  or  accumulated
earnings and profits of the Company, such distributions will be treated first as
a return of capital,  to the extent of the U.S.  Holder's  adjusted basis in the
common  shares,  and  thereafter as gain from the sale or exchange of the common
shares of the Company.  (See more detailed  discussion at "Disposition of Common
Shares of the Company" below)

         In the case of foreign currency  received as a distribution that is not
converted  by the  recipient  into U.S.  dollars on the date of receipt,  a U.S.
Holder will have a tax basis in the foreign  currency  equal to its U.S.  dollar
value on the date of  receipt.  Generally  any  gain or loss  recognized  upon a
subsequent  sale or other  disposition  of the foreign  currency,  including the
exchange  for  U.S.  dollars,  will be  ordinary  income  or loss.  However,  an
individual  whose  realized  gain does not exceed $200 will not  recognize  that
gain, to the extent that there are no expenses  associated  with the transaction
that meet the  requirements  for  deductibility  as a trade or business  expense
(other than travel expenses in connection with a business trip) or as an expense
for the production of income.

         Dividends  paid on the common shares of the Company  generally will not
be  eligible  for  the  "dividends  received  deduction"  allowed  to  corporate
shareholders receiving dividends from certain U.S.  corporations.  Under certain
circumstances,  a U.S.  Holder  that  is a  corporation  and  that  owns  shares
representing  at least 10% of the total  voting power and the total value of the
Company's  outstanding  shares may be entitled to a 70%  deduction  of the "U.S.
source"  portion of  dividends  received  from the  Company  (unless the Company
qualifies  as  a  "Foreign  Personal  Holding  Company"  or a  "Passive  Foreign
Investment  Company"  as  defined  below).  The  availability  of the  dividends
received  deduction is subject to several complex  limitations  which are beyond
the scope of this  discussion,  and U.S. Holders of common shares of the Company
should  consult  their  own  financial  advisor,  legal  counsel  or  accountant
regarding the dividends received deduction.

         Certain  information  reporting and backup  withholding rules may apply
with respect to certain  payments  related to the Company's  common  shares.  In
particular,  a payor or middleman  within the U.S.,  or in certain cases outside
the U.S., will be required to withhold 31% (which rate is scheduled for periodic
adjustment) of any payments to a U.S.  Holder of the Company's  common shares of
dividends  on, or proceeds from the sale of, such common shares within the U.S.,
if a U.S. Holder fails to furnish its correct taxpayer  identification number or
otherwise  fails to comply with,  or establish  an  exemption  from,  the backup
withholding  tax  requirements.  Any  amounts  withheld  under  the U.S.  backup
withholding  tax rules will be allowed as a refund or a credit  against the U.S.
Holder's U.S. federal income tax liability, provided the required information is
furnished to the IRS. U.S.  Holders should consult their own financial  advisor,
legal  counsel or  accountant  regarding  the  information  reporting and backup
withholding rules applicable to the Company's common shares.

Foreign Tax Credit
------------------

         A U.S. Holder who pays (or has withheld from distributions) Canadian or
other  foreign  income tax with respect to the ownership of common shares of the
Company may be entitled,  at the option of the U.S. Holder,  to either receive a
deduction or a tax credit for U.S.  federal  income tax purposes with respect to
such foreign tax paid or withheld.  Generally,  it will be more  advantageous to
claim a  credit  because  a  credit  reduces  U.S.  federal  income  taxes  on a
dollar-for-dollar  basis, while a deduction merely reduces the taxpayer's income
subject to U.S.  federal  income tax.  This  election is made on a  year-by-year
basis and applies to all foreign taxes paid by (or withheld  from  distributions
to) the U.S. Holder during that year.

         There are significant and complex limitations that apply to the foreign
tax credit,  among which is the general limitation that the credit cannot exceed
the proportionate  share of the U.S. Holder's U.S. income tax liability that the
U.S.  Holder's  "foreign  source"  income bears to his or its worldwide  taxable
income.  In applying this limitation,  the various items of income and deduction
must be classified as either "foreign  source" or "U.S.  source."  Complex rules
govern this classification  process. In addition,  this limitation is calculated
separately with respect to specific classes of income such as "passive  income,"
"high withholding tax interest," "financial services income," "shipping income,"
and  certain  other  classifications  of income.  Dividends  distributed  by the


                                       38
<PAGE>

Company  will  generally   constitute  "foreign  source"  income,  and  will  be
classified  as  "passive  income"  or,  in the  case of  certain  U.S.  Holders,
"financial services income" for these purposes.

         In addition,  U.S.  Holders that are  corporations  and that own 10% or
more of the voting stock of the Company may be entitled to an "indirect" foreign
tax  credit  under  Section  902 of the Code  with  respect  to the  payment  of
dividends  by the Company  under  certain  circumstances  and subject to complex
rules and  limitations.  The  availability  of the  foreign  tax  credit and the
application of the  limitations  with respect to the foreign tax credit are fact
specific,  and each U.S.  Holder of common shares of the Company  should consult
their own financial advisor,  legal counsel or accountant  regarding the foreign
tax credit rules.

Disposition of Common Shares of the Company
-------------------------------------------

         A U.S.  Holder  will  recognize  gain or loss  upon  the  sale or other
taxable disposition of common shares of the Company equal to the difference,  if
any,  between (i) the amount of cash plus the fair market  value of any property
received,  and (ii) the  shareholder's  tax  basis in the  common  shares of the
Company. This gain or loss will be capital gain or loss if the common shares are
a capital asset in the hands of the U.S. Holder, which will be long-term capital
gain or loss if the  common  shares  of the  Company  are held for more than one
year.

         Preferential tax rates apply to long-term capital gains of U.S. Holders
that are individuals,  estates or trusts.  Deductions for net capital losses are
subject to significant limitations.  For U.S. Holders that are not corporations,
any unused  portion of such net capital  loss may be carried  over to be used in
later tax years  until  such net  capital  loss is thereby  exhausted.  For U.S.
Holders that are corporations  (other than corporations  subject to Subchapter S
of the Code),  an unused net  capital  loss may be carried  back three years and
carried forward five years from the loss year to be offset against capital gains
until such net capital loss is thereby exhausted.

Currency Exchange Gains or Losses
---------------------------------

         U.S. holders  generally are required to calculate their taxable incomes
in United States dollars. Accordingly, a U.S. holder who purchases common shares
of the Company with Canadian dollars will be required to determine the tax basis
of such shares in United States dollars based on the exchange rate prevailing on
the  settlement  date of the  purchase  (and may be  required to  recognize  the
unrealized  gain or loss, if any, in the Canadian  currency  surrendered  in the
purchase  transaction).  Similarly,  a U.S. holder receiving  dividends or sales
proceeds from common shares of the Company in Canadian  dollars will be required
to compute the dividend  income or the amount  realized on the sale, as the case
may be, in United States  dollars  based on the exchange rate  prevailing at the
time of receipt in the case of dividends and on the settlement  date in the case
of sales on an established securities exchange. Gain or loss, if any, recognized
on  a  disposition  of  Canadian  currency  in  connection  with  the  described
transactions generally will be treated as ordinary gain or loss.

Other Considerations for U.S. Holders
-------------------------------------

         In the following  circumstances,  the above sections of this discussion
may not  describe  the U.S.  federal  income tax  consequences  to U.S.  Holders
resulting from the ownership and disposition of common shares of the Company:

Foreign Personal Holding Company
--------------------------------

         If at any time  during a  taxable  year (i) more  than 50% of the total
voting power or the total value of the  Company's  outstanding  shares is owned,
directly  or  indirectly,  by five or  fewer  individuals  who are  citizens  or
residents  of the U.S.  and (ii) 60% (or 50% in  certain  cases)  or more of the
Company's  gross  income  for such year is  "foreign  personal  holding  company
income"  as  defined  in Section  553 of the Code  (e.g.,  dividends,  interest,
royalties,  certain  gains from the sale of stock and  securities,  and  certain
gains from commodities  transactions),  the Company may be treated as a "Foreign
Personal Holding Company"  ("FPHC") In that event, U.S. Holders of common shares


                                       39
<PAGE>

of the Company  would be required to include in gross income for such year their
allocable  portions of such "foreign  personal  holding  company  income" to the
extent the Company does not actually distribute such income.

         The Company  does not believe  that it  currently  qualifies as a FPHC.
However,  there can be no assurance  that the Company  will not be  considered a
FPHC for the current or any future taxable year.

Foreign Investment Company
--------------------------

         If (i) 50% or more of the total  voting power or the total value of the
Company's  outstanding shares is owned,  directly or indirectly,  by citizens or
residents of the U.S., U.S.  partnerships or  corporations,  or U.S.  estates or
trusts (as  defined by the Code  Section  7701(a)(30)),  and (ii) the Company is
found to be engaged  primarily in the  business of  investing,  reinvesting,  or
trading in securities,  commodities, or any interest therein, the Company may be
treated as a "Foreign  Investment Company" ("FIC") as defined in Section 1246 of
the Code,  causing all or part of any gain realized by a U.S.  Holder selling or
exchanging  common shares of the Company to be treated as ordinary income rather
than capital gain.

         The Company  does not believe  that it  currently  qualifies  as a FIC.
However, there can be no assurance that the Company will not be considered a FIC
for the current or any future taxable year.

Controlled Foreign Corporation
------------------------------

         If more than 50% of the total  voting  power or the total  value of the
Company's  outstanding shares is owned,  directly or indirectly,  by citizens or
residents of the U.S., U.S.  partnerships or  corporations,  or U.S.  estates or
trusts (as defined by the Code Section 7701(a)(30)), each of which own, directly
or  indirectly,  10% or  more  of  the  total  voting  power  of  the  Company's
outstanding shares (each a "10% Shareholder"), the Company could be treated as a
"Controlled Foreign Corporation" ("CFC") under Section 957 of the Code.

         The  classification  of the Company as a CFC would  effect many complex
results,  including that 10%  Shareholders of the Company would generally (i) be
treated as having received a current  distribution  of the Company's  "Subpart F
income"  and (ii) would also be subject to current  U.S.  federal  income tax on
their pro rata shares of the Company's earnings invested in "U.S. property." The
foreign tax credit may reduce the U.S.  federal  income tax on these amounts for
such 10%  Shareholders  (See more  detailed  discussion  at "Foreign Tax Credit"
above). In addition, under Section 1248 of the Code, gain from the sale or other
taxable  disposition of common shares of the Company by a U.S. Holder that is or
was a 10%  Shareholder  at any time during the five-year  period ending with the
sale is treated as ordinary  income to the extent of earnings and profits of the
Company attributable to the common shares sold or exchanged.

         If the  Company  is  classified  as both a Passive  Foreign  Investment
Company as described below and a CFC, the Company  generally will not be treated
as a Passive Foreign Investment  Company with respect to 10% Shareholders.  This
rule generally will be effective for taxable years of 10% Shareholders beginning
after 1997 and for  taxable  years of the  Company  ending  with or within  such
taxable years of 10% Shareholders.

         The Company  does not believe  that it  currently  qualifies  as a CFC.
However, there can be no assurance that the Company will not be considered a CFC
for the current or any future taxable year. The CFC rules are very  complicated,
and U.S.  Holders should consult their own financial  advisor,  legal counsel or
accountant  regarding  the CFC rules and how these  rules may impact  their U.S.
federal income tax situation.

Passive Foreign Investment Company
----------------------------------

         The  Code  contains  rules  governing   "Passive   Foreign   Investment
Companies"  ("PFIC") which can have  significant tax effects on U.S.  Holders of
foreign  corporations.  Section 1297 of the Code defines a PFIC as a corporation
that is not formed in the U.S. and, for any taxable year, either (i) 75% or more


                                       40
<PAGE>

of its gross income is "passive income" or (ii) the average percentage,  by fair
market  value (or, if the  corporation  is not  publicly  traded and either is a
controlled foreign corporation or makes an election,  by adjusted tax basis), of
its assets that produce or are held for the  production  of "passive  income" is
50% or more.  "Passive  income"  includes,  for  example,  dividends,  interest,
certain  rents  and  royalties,  certain  gains  from  the  sale  of  stock  and
securities,  and certain gains from  commodities  transactions.  However,  gains
resulting  from  commodities   transactions  are  generally  excluded  from  the
definition of passive income if "substantially all" of a merchant's,  producer's
or  handler's  business  is as an active  merchant,  producer or handler of such
commodities.

         For purposes of the PFIC income test and the assets test,  if a foreign
corporation  owns (directly or indirectly) at least 25% by value of the stock of
another corporation, such foreign corporation shall be treated as if it (a) held
a proportionate share of the assets of such other corporation,  and (b) received
directly its proportionate share of the income of such other corporation.  Also,
for purposes of such PFIC tests,  passive  income does not include any interest,
dividends,  rents or  royalties  that are  received or accrued  from a "related"
person to the extent  such amount is  properly  allocable  to the income of such
related  person which is not passive  income.  For these  purposes,  a person is
related  with respect to a foreign  corporation  if such person  "controls"  the
foreign  corporation or is controlled by the foreign  corporation or by the same
persons  that control the foreign  corporation.  For these  purposes,  "control"
means  ownership,  directly or indirectly,  of stock possessing more than 50% of
the total voting power of all classes of stock  entitled to vote or of the total
value of stock of a corporation.

         U.S.  Holders owning common shares of a PFIC are subject to the highest
rate of tax on ordinary income in effect for the applicable  taxable year and to
an interest  charge based on the value of deferral of tax for the period  during
which the common  shares of the PFIC are owned with  respect to certain  "excess
distributions" on and dispositions of PFIC stock under Section 1291 of the Code.
However,  if the  U.S.  Holder  makes a  timely  election  to  treat a PFIC as a
qualified  electing  fund ("QEF") with  respect to such  shareholder's  interest
therein,  the  above-described  rules  generally  will not apply.  Instead,  the
electing  U.S.  Holder would  include  annually in his gross income his pro rata
share of the PFIC's ordinary earnings and net capital gain regardless of whether
such  income  or gain was  actually  distributed.  A U.S.  Holder  of a QEF can,
however,  elect to defer the payment of U.S.  federal  income tax on such income
inclusions.  In addition,  subject to certain limitations,  U.S. Holders owning,
actually or constructively, marketable (as specifically defined) stock in a PFIC
will be permitted to elect to mark that stock to market annually, rather than be
subject to the tax regime of Section  1291 of Code as described  above.  Amounts
included in or deducted from income under this alternative (and actual gains and
losses  realized  upon  disposition,  subject  to certain  limitations)  will be
treated as ordinary gains or losses.

         The Company  believes  that it was not a PFIC for its fiscal year ended
December  31,  2007 and does not  believe  that it will be a PFIC for the fiscal
year ending  December 31, 2008.  There can be no  assurance  that the  Company's
determination  concerning  its PFIC status will not be challenged by the IRS, or
that it will be able to satisfy record keeping requirements that will be imposed
on QEFs in the event that it qualifies as a PFIC.

         The PFIC rules are very  complicated,  and U.S.  Holders should consult
their own financial  advisor,  legal  counsel or  accountant  regarding the PFIC
rules and how these rules may impact their U.S. federal income tax situation.

F. Dividends and paying agents.

         Not Applicable.

G. Statements by experts.

         Not Applicable

H. Documents on display.

         Documents filed as exhibits to this annual report are described in Item
18(b).


                                       41
<PAGE>


I.   Subsidiary Information

         There is no information  relating to the Company's  subsidiaries  which
must be provided in Canada and which is not otherwise  called for by the body of
generally  accepted  accounting  principles  used  in  preparing  the  financial
statements.

Item 11.          Quantitative and Qualitative Disclosures About Market Risk

         Not Applicable.

Item 12.          Description of Securities Other Than Equity Securities

         Not Applicable.

                                     PART II

Item 13.          Defaults, Dividends Arrearages and Delinquencies

         Not Applicable.

Item 14.          Material Modifications to the Rights of Security Holders and
                  Use of Proceeds

         Not Applicable.

Item 15T.        Controls and Procedures

Disclosure Controls and Procedures
----------------------------------

         The Interim Chief Financial  Officer has evaluated the effectiveness of
our  disclosure  controls and  procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e)  of the  Exchange  Act) as of the end of the  period  covered  by this
report.  Based on that  evaluation,  the  Interim  Chief  Financial  Officer has
concluded  that,  as  of  December  31,  2008,  these  disclosure  controls  and
procedures  were not  effective  to ensure that all  information  required to be
disclosed by us in the reports that we file or submit under the Exchange Act is:
(i)  recorded,  processed,  summarized  and  reported,  within the time  periods
specified  in  the  Commission's  rule  and  forms;  and  (ii)  accumulated  and
communicated  to our  management,  as  appropriate  to  allow  timely  decisions
regarding required disclosure,  primarily due to the Company's minimal financial
staff which prevents us from segregating duties,  which management believes is a
material weakness in our internal controls and procedures.  We intend to address
such  weakness  and work with our outside  advisors to improve our  controls and
procedures as and when the circumstances of the Company permit this.

Management's Annual Report on Internal Control Over Financial Reporting
-----------------------------------------------------------------------

         Management is responsible for  establishing  and  maintaining  adequate
internal control over financial  reporting,  as such term is defined in Exchange
Act Rules 13a-15(f) and 15d-15(f).  Internal control over financial reporting is
a  process  designed  by the  Chief  Executive  Officer,  who is also the  Chief
Financial Officer, and effected by our Board, management and other personnel, to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting  principles.  Internal control over financial
reporting  includes  those  policies  and  procedures  that (1)  pertain  to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the  transactions  and  dispositions  of the assets of the Company;  (2) provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation  of financial  statements  in  accordance  with  generally  accepted

                                       42

<PAGE>

accounting  principles,  and that our receipts and  expenditures  are being made
only in accordance  with  authorizations  of management and  directors;  and (3)
provide  reasonable  assurance  regarding  prevention  or  timely  detection  of
unauthorized  acquisition,  use, or  disposition of our assets that could have a
material effect on our financial statements.

         Because of its inherent  limitations,  internal  control over financial
reporting may not prevent or detect  misstatements.  Forward looking  statements
regarding the  effectiveness  of internal  controls  during  future  periods are
subject to the risk that  controls may become  inadequate  because of changes in
conditions,  or that the degree of compliance  with the policies and  procedures
may deteriorate.

         Management   completed  an  assessment  of  the  effectiveness  of  the
Company's internal control over financial  reporting ("ICFR") as of December 31,
2008, using the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") framework as contemplated by Rule 13a-15(c).  Based on this assessment,
the Company  concluded  that it did not have  effective  internal  controls over
financial  reporting as of December 31, 2008.  The  Company's  assessment of the
effectiveness  of the ICFR at December  31,  2008  identified  certain  material
weaknesses as of that date:

      1.   Weakness:  It is not possible to  adequately  segregate  incompatible
           duties among the  officers of the  Company,  because the Company only
           has two executive management  positions--Chief  Executive Officer and
           Chief Financial  Officer--which are both fulfilled by one person, and
           one accounting consultant.

           Remediation:  Appoint a separate Chief Financial Officer, in addition
           to the current Chief  Executive  Officer,  to formally  segregate the
           duties of  maintaining  accounting  records and  preparing  financial
           statements, from the executive duties of the current officer.

      2.   Weakness:The  Company is small,  with only one officer (who is also a
           director),  thereby creating a risk of override of existing  controls
           by management.

           Remediation:  Require the newly appointed  Chief Financial  Officer's
           approval of all expenditures and other dispositions of assets.

      3.   Weakness: The Company maintains limited audit evidence in documentary
           form  which is used to test the  operating  effectiveness  of control
           activities.

           Remediation: Increase the documentation of expenditures and receipts,
           under the joint  supervision of the newly  appointed  Chief Financial
           Officer,  and the Chief Executive  Officer,  to insure received goods
           and third-party services conform to contract terms.

         The Company  intends to add additional  levels of executive  management
and personnel to remediate the weaknesses,  in the specific manners described in
paragraphs 1 through 3 above,  as and when the Company has sufficient  financial
resources to effect the remediations.

          This  Annual  Report  does not  include an  attestation  report of the
Company's  registered  public  accounting firm regarding  internal  control over
financial  reporting.  Management's report was not subject to attestation by the
Company's  registered  public accounting firm pursuant to temporary rules of the
Securities  and  Exchange  Commission  that permit the  Company to provide  only
management's report in this Annual Report.

                                       43

<PAGE>


Changes in Internal Control over Financial Reporting
----------------------------------------------------

         As  disclosed  above,  in  fiscal  2009,  the  Company   completed  its
assessment of its ICFR in place for the year ended December 31, 2008,  using the
COSO framework.  Although the assessment was completed, there were no changes in
the ICFR  during the 2008  fiscal  year that have  materially  affected,  or are
reasonably likely to materially affect, the Company's ICFR.

Item 16A.         Audit Committee Financial Expert

         The Company has established an Audit Committee.  The Audit Committee is
composed of Mr. Michael Donaghy and The Honorable Doug Lewis. The Honorable Doug
Lewis currently:

     o    is considered an "independent" director;
     o    meet the criteria for independence as defined by Rule 10A-3 adopted by
          the SEC;
     o    have not  participated in the preparation of our financial  statements
          or the financial  statements of any of our current subsidiaries at any
          time during the past three years; and
     o    is able to read and understand fundamental financial statements.

Our Board of Directors  has  determined  that the audit  committee  will have at
least one member, Hon. Doug Lewis, who qualifies as an Audit Committee Financial
Expert, as defined by relevant SEC rules. As previously stated,  Hon. Doug Lewis
is an  independent  director.  The  Audit  Committee  will  be  responsible  for
reviewing the Company's financial reporting procedures,  internal controls,  and
the performance of the Company's external  auditors.  The functions of the Audit
Committee will also include selecting, appointing,  retaining,  compensating and
overseeing our independent auditors,  deciding upon and approving in advance the
scope of audit and non-audit  assignments and related fees, reviewing accounting
principles  we use in financial  reporting,  and  reviewing  the adequacy of our
internal  control  procedures,   including  the  internal  audit  function.  The
committee is also  responsible  for  reviewing the annual  financial  statements
prior to their  approval  by the  Board of  Directors.  The Board  will  adopt a
charter for the Audit Committee for fiscal year 2009.


Item 16B.         Code of Ethics

         The Company has adopted a code of ethics  applicable  to all  employees
and directors.  A copy is available upon request to the Chief Executive Officer,
Oxford Investments Holdings Inc., 1315 Lawrence Avenue East, Suite 520, Toronto,
Ontario, Canada M3A 3R3


Item 16C.         Principal Accountant Fees and Services

         The Company paid the following fees to MSCM LLP, Chartered Accountants,
respectively, during the following fiscal years:



                                2007                       2008

Audit fees             CDN$35,000.00              CDN$32,000.00
Other Fees                  -0-                        -0-
Total                  =============              =============


                                       44
<PAGE>


         Audit fees  consist  of audit  work  performed  in the  preparation  of
financial  statements and services that are normally provided in connection with
statutory and regulatory filings.

POLICY ON PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

         Since the Company did not have an audit  committee as of Dec. 31, 2008,
the Board  approved in advance all audit  services  and all  non-audit  services
provided by the independent auditors based on a policy adopted by the Board.

         Under the policy,  proposed  services either (i) may be pre-approved by
the Board without  consideration of specific  case-by-case  services as "general
pre-approval";  or (ii)  require  the  specific  pre-approval  of the  Board  as
"specific  pre-approval".  These  services  are subject to annual  review by the
Board.


Item 16D.    Exemptions from the Listing Standards for Audit Committees

        Not applicable.

Item 16E.    Purchases of Equity Securities by the Issuer and Affiliated
             Purchasers

        Not applicable.

                                    PART III

Item 17.          Financial Statements

         Financial Statements.  The consolidated  financial statements set forth
under Item 18 are included as part of this annual report.



Item 18.         Financial Statements

         The following auditors' reports and consolidated  financial  statements
are included in this Form 20-F:

Oxford Investments Holdings Inc.                                     Sequential
Consolidated Financial Statements                                    Page Number
---------------------------------                                    -----------

Report of Independent Registered Public Accounting Firm......................F-1
Consolidated Balance Sheet as at December 31, 2007
 and December 31, 2008 ......................................................F-2
Consolidated Statements of Operations for the years ended December 31, 2006
 December 31, 2007 and December 31, 2008.....................................F-3
Consolidated Statement of Shareholders' Deficiency for the year ended,
 December 31, 2006 December 31, 2007 and December 31, 2008...................F-4
Consolidated Statements of Cash Flows for the year ended
 December 31, 2006, December 31, 2007 and December 31, 2008 .................F-5
Notes to Consolidated Financial Statements...................................F-6




                                       45
<PAGE>




                        OXFORD INVESTMENTS HOLDINGS INC.
                        Consolidated Financial Statements
                        December 31, 2008, 2007 and 2006



<PAGE>


                        OXFORD INVESTMENTS HOLDINGS INC.

                                      INDEX

                        December 31, 2008, 2007 and 2006

                                                                            PAGE


2008 REPORT OF INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM                                                            1

2007 AND 2006 REPORT OF INDEPENDENT REGISTERED PUBLIC
   ACCOUNTING FIRM                                                             2

CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets - Statement I                                 3

     Consolidated Statements of Operations - Statement II                      4

     Consolidated Statements of Shareholders' Deficiency - Statement III       5

     Consolidated Statements of Cash Flows - Statement IV                      6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                7 - 23






<PAGE>


                        REPORT OF INDEPENDENT REGISTERED
                             PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of:
OXFORD INVESTMENTS HOLDINGS INC.

We have audited the consolidated  balance sheet of Oxford  Investments  Holdings
Inc. (the "Company") as at December 31, 2008 and the consolidated  statements of
operations,  shareholders'  deficiency  and cash flows for the year then  ended.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  an audit to obtain  reasonable  assurance  whether  the  financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2008
and the results of its  operations and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. As more fully discussed in note 2, the Company
has  incurred  operating  losses  and must  continue  to fund  negative  working
capital.  These conditions raise substantial doubt about its ability to continue
as a going  concern.  Management  plans  in  regard  to these  matters  are also
discussed in note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.



/s/ MSCM LLP


MSCM LLP
Toronto, Canada
June 3, 2009



                                                                          Page 1
<PAGE>



                        REPORT OF INDEPENDENT REGISTERED
                             PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of:
OXFORD INVESTMENTS HOLDINGS INC.

We  have  audited  the  accompanying   consolidated  balance  sheets  of  Oxford
Investments  Holdings Inc. as at December 31, 2007 and 2006 and the consolidated
statements  of  operations,  shareholders'  equity  and cash flows for the years
ended December 31, 2007 and 2006. These  consolidated  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain  reasonable  assurance  whether the  consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our  opinion,  these  consolidated  financial  statements  referred  to above
present fairly, in all material respects,  the financial position of the Company
as at December 31, 2007 and 2006 and the results of its  operations and its cash
flows for the  years  then  ended,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. As more fully discussed in note 2, the Company
has incurred operating losses and must continue to fund negative working capital
that raise  substantial  doubt about its ability to continue as a going concern.
Management  plans in regard to these  matters are also  discussed in note 4. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ Danziger Hochman Partners LLP


Danziger Hochman Partners LLP
Toronto, Ontario
June 8, 2008



                                                                          Page 2
<PAGE>
<TABLE>
<CAPTION>


OXFORD INVESTMENTS HOLDINGS INC.                                     Statement I
Consolidated Balance Sheets
As at December 31, 2008 and 2007
======================================================================================================
                                                                                  2008           2007
======================================================================================================
<S>                                                                                             <C>
ASSETS
    CURRENT
        Prepaid expenses and deposits                                       $     4,399    $      --
------------------------------------------------------------------------------------------------------

                                                                                  4,399           --
        Property and equipment                                                    3,420          4,461
        Assets of discontinued operations                                           313          9,754
------------------------------------------------------------------------------------------------------

                                                                            $     8,132    $    14,215
======================================================================================================

LIABILITIES
    CURRENT
        Bank indebtedness                                                   $     1,938    $     2,733
        Accounts payable and accrued liabilities                                566,224        570,923
        Note payable                                                            170,495        187,049
        Loans payable                                                           171,523        224,773
        Liabilities of discontinued operations                                  292,600        379,916
------------------------------------------------------------------------------------------------------

                                                                              1,202,780      1,365,394
------------------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
    COMMON STOCK                                                              6,761,103      6,407,601
    ADDITIONAL PAID-IN CAPITAL                                                1,050,160        917,333
    PREPAID SHARE SUBSCRIPTION                                                 (156,000)      (156,000)
    ACCUMULATED DEFICIT                                                      (8,560,695)    (7,967,509)
    ACCUMULATED OTHER COMPREHENSIVE LOSS                                       (289,216)      (552,604)
------------------------------------------------------------------------------------------------------

                                                                             (1,194,648)    (1,351,179)
------------------------------------------------------------------------------------------------------

                                                                            $     8,132    $    14,215
======================================================================================================


Going concern (note 2)
Contingencies (note 15)
Approved on behalf of the Board of Directors

__________________________, Director

__________________________, Director


(The  accompanying  notes are an integral part of these  consolidated  financial
statements.)


                                                                          Page 3
<PAGE>


OXFORD INVESTMENTS HOLDINGS INC.                                    Statement II
Consolidated Statements of Operations
For The Years Ended December 31, 2008, 2007 and 2006
===============================================================================================================
                                                                          2008            2007            2006
===============================================================================================================
REVENUES
    Licenses                                                       $       --      $       --      $     66,132
    Services                                                               --             4,886           5,963
---------------------------------------------------------------------------------------------------------------
                                                                           --             4,886          72,095
---------------------------------------------------------------------------------------------------------------

COST OF REVENUES
    Licenses (recovery)                                                    --           (25,745)        231,462
---------------------------------------------------------------------------------------------------------------
GROSS PROFIT (LOSS)                                                        --            30,631        (159,367)
---------------------------------------------------------------------------------------------------------------
SELLING EXPENSES
    Advertising and marketing                                            94,051       1,333,673           3,607
    Commissions and subcontracts                                          2,880         194,933            --
    Consulting                                                           46,653       1,154,368          30,860
    Communications                                                         --             9,304          24,998
    Travel                                                                3,048           9,520             867
---------------------------------------------------------------------------------------------------------------
                                                                        146,632       2,701,798          60,332
---------------------------------------------------------------------------------------------------------------

GENERAL AND ADMINISTRATIVE EXPENSES
    Consulting                                                          125,000         125,000         125,000
    Depreciation                                                          1,104           1,000            --

    General and office                                                  185,859          82,570            --
    Professional fees                                                    52,052          84,509            --
    Rent                                                                 40,022          35,607            --
    Telephone                                                             8,592           8,493            --
    Wages and benefits                                                     --              --           507,662
---------------------------------------------------------------------------------------------------------------
                                                                        412,629         337,179         632,662
---------------------------------------------------------------------------------------------------------------
LOSS FROM CONTINUING OPERATIONS                                        (559,261)     (3,008,346)       (852,361)
OTHER EXPENSES
    Interest expense                                                    (40,366)        (53,331)           --
---------------------------------------------------------------------------------------------------------------
NET LOSS FROM CONTINUING OPERATIONS                                    (599,627)     (3,061,677)       (852,361)
NET INCOME (LOSS) FROM
    DISCONTINUED OPERATIONS                                               6,441         (34,548)       (109,528)
---------------------------------------------------------------------------------------------------------------
NET LOSS                                                               (593,186)     (3,096,225)       (961,889)

OTHER COMPREHENSIVE INCOME (LOSS)
    Foreign currency translation gain (loss)                            263,388        (161,528)         (4,685)
---------------------------------------------------------------------------------------------------------------
COMPREHENSIVE LOSS                                                 $   (329,798)   $ (3,257,753)   $   (966,574)
===============================================================================================================
BASIC AND DILUTED NET LOSS PER SHARE
    From continuing operations                                     $      (0.01)         $(0.09)   $      (0.04)
    From discontinued operations                                           --              --              --
---------------------------------------------------------------------------------------------------------------
BASIC AND DILUTED NET LOSS PER SHARE                               $      (0.01)   $      (0.09)   $      (0.04)
===============================================================================================================

WEIGHTED AVERAGE NUMBER OF BASIC AND
    DILUTED COMMON SHARES OUTSTANDING                                43,216,873      33,640,665      23,368,008
===============================================================================================================


(The  accompanying  notes are an integral part of these  consolidated  financial
statements.)


                                                                          Page 4
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
                                                                   Statement III
Consolidated Statements of Shareholders' Deficiency
For The Years Ended December 31, 2008, 2007 and 2006
=====================================================================================================================

                                                                    Common Stock           Additional       Prepaid
                                                              Number of                      Paid-In         Share
                                                               shares          Amount        Capital     Subscription
=====================================================================================================================


Balance, December 31, 2005                                    21,874,350   $ 2,813,557   $      --     $      --


Stock issued for approximately $0.18 per share,                3,374,832       404,225          --
    $604,785, less expenses of $200,560
Stock issued for services                                        450,000        79,353          --
Stock options issued                                                --            --         507,662
Stock options exercised                                          800,000       120,000          --
Other comprehensive loss                                            --            --            --
Net loss for the year                                               --            --            --
---------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2006                                    26,499,182     3,417,135       507,662          --

Stock issued for approximately $0.20 per share,
    $1,650,503 less expenses of $659,915                       8,350,628       990,588
Stock issued for services                                      3,502,774     1,666,197
Prepaid share subscription                                       400,000       156,000                    (156,000)
Stock issued for extinguishment of debt                          192,226        75,753
Stock options issued                                                                         409,671
Stock options exercised                                          800,000       101,928
Other comprehensive loss
Net loss for the year
---------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2007                                    39,744,810     6,407,601       917,333      (156,000)

Stock issued for approximately $0.04 per share,
   $287,886 less expenses of $16,934                           7,000,000       270,952
Stock issued for services                                        460,000        35,647
Stock issued for extinguishment of debt                        1,250,000        46,903
Stock options issued                                                                         132,827
Other comprehensive income
Net loss for the year
---------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2008                                    48,454,810   $ 6,761,103   $ 1,050,160   $  (156,000)
=====================================================================================================================


<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
                                                                   Statement III
Consolidated Statements of Shareholders' Deficiency
For The Years Ended December 31, 2008, 2007 and 2006
(Continued)

======================================================================================================
                                                                Accumulated
                                                                   Other
                                                               Comprehensive  Accumulated
                                                                   Loss         Deficit       Total
======================================================================================================


Balance, December 31, 2005                                   $  (386,391)   $(3,909,395)   $(1,482,229)


Stock issued for approximately $0.18 per share,                     --             --          404,225
    $604,785, less expenses of $200,560
Stock issued for services                                           --             --           79,353
Stock options issued                                                --             --          507,662
Stock options exercised                                             --             --          120,000
Other comprehensive loss                                          (4,685)          --           (4,685)
Net loss for the year                                               --         (961,889)      (961,889)
------------------------------------------------------------------------------------------------------

Balance, December 31, 2006                                      (391,076)    (4,871,284)    (1,337,563)

Stock issued for approximately $0.20 per share,
    $1,650,503 less expenses of $659,915                                                       990,588
Stock issued for services                                                                    1,666,197
Prepaid share subscription                                                                        --
Stock issued for extinguishment of debt                                                         75,753
Stock options issued                                                                           409,671
Stock options exercised                                                                        101,928
Other comprehensive loss                                        (161,528)                     (161,528)
Net loss for the year                                                        (3,096,225)    (3,096,225)
------------------------------------------------------------------------------------------------------

Balance, December 31, 2007                                      (552,604)    (7,967,509)    (1,351,179)

Stock issued for approximately $0.04 per share,
   $287,886 less expenses of $16,934                                                           270,952
Stock issued for services                                                                       35,647
Stock issued for extinguishment of debt                                                         46,903
Stock options issued                                                                           132,827
Other comprehensive income                                       263,388                       263,388
Net loss for the year                                                          (593,186)      (593,186)
------------------------------------------------------------------------------------------------------

Balance, December 31, 2008                                   $  (289,216)   $(8,560,695)   $(1,194,648)
======================================================================================================

(The  accompanying  notes are an integral part of these  consolidated  financial
statements.)



                                                                          Page 5
<PAGE>


OXFORD INVESTMENTS HOLDINGS INC.                                    Statement IV
Consolidated Statements of Cash Flows
For The Years Ended December 31, 2008, 2007 and 2006
=======================================================================================================
                                                                    2008           2007          2006
=======================================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss for the year                                     $  (593,186)   $(3,096,225)   $  (961,889)
    Adjustments to reconcile net loss to net cash used
        by operating activities
            Depreciation                                            1,104          1,000            971
            Stock-based compensation                              132,827        409,671        507,662
            Shares issued for services                             35,647      1,666,197         79,353
    Changes in non-cash working capital items:
        Accounts receivable                                          --            7,451         25,136
        Prepaid expenses and deposits                               3,617         23,129        (24,014)
        Inventory                                                    --           12,872          4,282
        Interest accrued for note payable                          22,249
        Accounts payable and accrued liabilities                  109,943         41,474       (101,888)
-------------------------------------------------------------------------------------------------------

Net cash used by operating activities                            (287,799)      (934,431)      (470,387)
-------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
    (Repayments) borrowings under bank indebtedness                  (258)         2,412        (13,697)
    Repayments of bank loan                                        (9,381)        (5,064)        (8,564)
    Advances of note payable                                         --             --          154,412
    Advances (repayments) of related party loan                    30,424        (35,368)          --
    Proceeds from issuance of common stock                        270,952        990,588        404,225
    Advances (repayments) of loan payable                            --           48,444        (23,335)
-------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                          91,737      1,001,012        513,041
-------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                               (863)          --             --
-------------------------------------------------------------------------------------------------------

Net cash used in investing activities                                (863)          --             --
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
FOREIGN CURRENCY TRANSLATION LOSS                                  (3,075)      (104,550)        (4,685)
-------------------------------------------------------------------------------------------------------

NET (DECREASE) INCREASE IN CASH                                      --          (37,969)        37,969
CASH, BEGINNING OF THE YEAR                                          --           37,969           --
-------------------------------------------------------------------------------------------------------

CASH, END OF THE YEAR                                         $      --      $      --      $    37,969
=======================================================================================================


Supplemental cash flow information:
    Interest paid                                             $     7,213    $    55,662    $    26,876
Non-cash financing activities:
   Common stock issued upon reduction of related party loan   $    46,904    $   177,681    $   120,000
   Common stock to be issued to extinguish debt               $      --      $   156,000    $      --

</TABLE>

(The  accompanying  notes are an integral part of these  consolidated  financial
statements.)

                                                                          Page 6
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

1.   ORGANIZATION AND DESCRIPTION OF BUSINESS
     ----------------------------------------

     Oxford  Investments   Holdings  Inc.  (formerly,   International   E-Gaming
     Developers Ltd.) ("the Company") was incorporated on October 13, 2000 under
     the laws of the Province of Ontario,  Canada.  On May 17, 2001, the Company
     changed its name to Oxford  Software  Developers  Inc. and then changed its
     name to Oxford Investments Holdings Inc. on December 18, 2003.

     On November 3, 2000, the Company  incorporated its wholly owned subsidiary,
     International  E-Gaming Developers Inc. (hereinafter "E-Gaming Inc.") under
     the laws of Antigua and Barbuda.  E-Gaming Inc. has been primarily  engaged
     in the operation and marketing of internet gaming sites.

     On November 8, 2001, the Company  incorporated  a wholly owned  subsidiary,
     International E-Gaming Developers NV (hereinafter "E-Gaming NV"), a limited
     liability  company,  under the laws of Curacao,  Netherlands  Antilles,  to
     engage in the operation of games of chance on the international  market via
     service lines. E-Gaming NV was dissolved in 2003.

     In May 2003,  the  Company  incorporated  two  wholly  owned  subsidiaries,
     Ontario Private Water Labelling  Limited and Celebrity Tan Inc.,  under the
     laws of Canada to engage in the production and sale of bottled water and to
     market UV-free tanning products and booths, respectively. The businesses of
     Ontario  Private Water  Labelling  Limited and Celebrity Tan Inc. have been
     discontinued,  and their assets, liabilities and results of operations have
     been separately  reported as discontinued  operations in the balance sheets
     and statement of operations. Figures for 2007 and 2006 have been revised to
     reflect this presentation.

     Due to changes in United  States law, the Company is no longer  involved in
     internet gaming  activities.  During the fourth quarter of fiscal 2006, the
     Company  changed  its focus to become a  provider  of  stored  value  cards
     catering to a wide  variety of markets.  These  products  and  services are
     aimed  at  capitalizing  on  stored-value  and  re-loadable   prepaid  card
     financial products.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

     The  Company's  accounting  and  reporting  policies  conform to accounting
     principles  generally  accepted in the United  States of America,  and have
     been consistently applied in the preparation of the consolidated  financial
     statements.  The  reporting  currency of the  Company is the United  States
     dollar.

     Basis of Presentation

     The accompanying  consolidated financial statements include the accounts of
     Oxford  Investments   Holdings  Inc.  and  its  wholly-owned   subsidiaries
     Celebrity Tan Inc.,  Ontario Private  Labelling  Limited and  International
     E-Gaming  Developers Inc. All  wholly-owned  subsidiaries are inactive (See
     Note 4). All significant inter-company  transactions and balances have been
     eliminated upon consolidation.




                                                                          Page 7
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
     ------------------------------------------

     Going Concern

     The accompanying  consolidated financial statements have been prepared on a
     going concern basis and do not include any  adjustments to the  measurement
     and  classification  of the recorded  asset amounts and  classification  of
     liabilities  that  might be  necessary  should  the  Company  be  unable to
     continue  as a going  concern.  The Company has  experienced  losses  since
     inception and has a working  capital  deficiency of $1,198,381.  During the
     years  ended  December  31,  2008,  2007 and  2006,  the  Company  incurred
     comprehensive   net   losses  of   $329,798,   $3,257,753   and   $966,574,
     respectively,  and cash  used in  operations  was  $287,799,  $934,431  and
     $470,387, respectively. The Company financed its operations via the sale of
     common  stock,  through  bank loans and through the  issuance of debt.  The
     Company's  ability to realize its assets and discharge its  liabilities  in
     the normal course of business is dependent  upon  continued  support of its
     creditors and shareholders,  securing new sources of capital and financing,
     and the  establishment of operations that provide the Company with positive
     cash  flows.  The  Company is  currently  attempting  to obtain  additional
     financing from its existing  shareholders and other strategic  investors to
     continue  its  operations.  However,  there  can be no  assurance  that the
     Company will obtain additional funds from these sources.

     These conditions  create  substantial  doubt about the Company's ability to
     continue as a going concern. A failure to continue as a going concern would
     require  that stated  amounts of assets and  liabilities  be reflected on a
     liquidation  basis that could differ from the current  presentation  on the
     going concern basis.

     Use of Estimates

     The  preparation of  consolidated  financial  statements in conformity with
     United States 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  consolidated  financial  statements  and the  reported
     amounts of revenues and expenses during the year. Financial statement items
     subject to significant management judgment include revenue recognition; the
     completeness  of accounts  payable and accrued  liabilities,  and loans and
     notes  payable;  the valuation of  share-based  compensation;  and,  future
     income  tax  assets.  While  management  believes  that the  estimates  and
     assumptions  are reasonable and  appropriate in the  circumstances,  actual
     results may differ.

     Property and Equipment

     Property and equipment are recorded at cost less accumulated  depreciation.
     Depreciation of property and equipment is provided  annually on a declining
     balance  basis over the  estimated  useful lives of the assets,  except for
     current year  additions  on which 1/2 of the normal rate is  provided.  The
     declining balance rates are as follows:

                      Computer hardware               30%
                      Computer software              100%
                      Office equipment                20%



                                                                          Page 8
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
     ------------------------------------------

     Revenue Recognition

     The Company  recognizes  revenue in accordance with Securities and Exchange
     Commission  Staff  Accounting  Bulletin No. 101,  "Revenue  Recognition  in
     Financial  Statements"  ("SAB 101") as modified by Securities  and Exchange
     Commission  Staff  Accounting  Bulletin No. 104. Under SAB 101,  revenue is
     recognized  at the point of  passage to the  customer  of title and risk of
     loss,  there is persuasive  evidence of an arrangement,  the sales price is
     determinable,  and  collection  of the  resulting  receivable is reasonably
     assured for property.  For product sales, the Company generally  recognizes
     revenue  at the time of  delivery  of  goods.  Sales are  reflected  net of
     discounts and returns. For services,  revenue is recognized as services are
     provided.  Revenue from casino  operations,  advertising  and royalties are
     recognized when earned.

     Stock-Based Compensation

     The Company  accounts for its  stock-based  compensation in accordance with
     SFAS No. 123(R) ("SFAS 123(R)"), "Share-Based Payment", which replaced SFAS
     No. 123  "Accounting  for  Stock-Based  Compensation,"  and  superseded APB
     Opinion No. 25,  "Accounting  for Stock  Issued to  Employees."  Under SFAS
     123(R),  the Company  recognizes  compensation costs related to share-based
     payment transactions in the financial statements based on the fair value of
     the equity  (or  liability)  instruments  issued  over the  period  that an
     employee is expected to provide service in exchange for the award, based on
     the vesting terms of the specific stock compensation  awards.  Stock issued
     to non-employees is valued based on the fair value of the services received
     or the fair value of the stock given up.

     Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of

     In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal
     of  Long-Lived  Assets,"  the  Company  reviews its  long-lived  assets for
     impairment  whenever events or changes in  circumstances  indicate that the
     carrying  amount  of an asset  may not be  recoverable.  Recoverability  of
     assets to be held and used is  measured  by a  comparison  of the  carrying
     amount of an asset to future net cash flows expected to be generated by the
     asset.  If such assets are considered to be impaired,  the impairment to be
     recognized  is measured by the amount by which the  carrying  amount of the
     assets  exceeds the fair value of the assets.  Assets to be disposed of are
     reported  at the lower of the  carrying  amount or fair value less costs to
     sell.

     Income Taxes

     The  Company  accounts  for its income  taxes  under the  liability  method
     specified  by SFAS No. 109,  "Accounting  for Income  Taxes."  Deferred tax
     assets and liabilities are determined  based on the difference  between the
     financial  statement and tax bases of assets and liabilities as measured by
     the  effective  tax rates  which will be in effect  when these  differences
     reverse.  A valuation  allowance is recorded against deferred tax assets if
     management  does not believe the Company has met the "more likely than not"
     standard imposed by SFAS No. 109 to allow recognition of such an asset.



                                                                          Page 9
<PAGE>



OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
     ------------------------------------------

     Fair Value Measurement

     Effective  January 1, 2008,  the Company  adopted SFAS No. 157, "Fair Value
     Measurements"  ("SFAS  157"),  and the  related  effective  FSPs.  SFAS 157
     defines fair value,  establishes a framework  for measuring  fair value and
     enhances fair value measurement disclosure. Under this standard, fair value
     is defined as the price that would be  received to sell an asset or paid to
     transfer a liability  (i.e.,  the "exit  price") in an orderly  transaction
     between market participants at the measurement date.

     In determining fair value, the Company uses various  valuation  approaches,
     including  market,  income and/or cost  approaches.  SFAS 157 establishes a
     hierarchy for inputs used in measuring fair value that maximizes the use of
     observable inputs and minimizes the use of unobservable inputs by requiring
     that the most observable  inputs be used when available.  Observable inputs
     are inputs  that  market  participants  would use in  pricing  the asset or
     liability  based on market data  obtained from sources  independent  of the
     Company.   Unobservable  inputs  are  inputs  that  reflect  the  Company's
     assumptions about the assumptions market  participants would use in pricing
     the  asset or  liability  based on the best  information  available  in the
     circumstances.  The  hierarchy  is divided  into three  levels based on the
     reliability  of inputs.  The adoption of SFAS 157 and the related FSP's did
     not have a material effect on the Company's consolidated financial position
     and operating results.

     Foreign Currency Translation

     The Company  considers the  functional  currency to be the Canadian  dollar
     and, accordingly,  its financial  information  translated into U.S. dollars
     using exchange rates in effect at year-end for assets and  liabilities  and
     average  exchange  rates  during each  reporting  period for the results of
     operations.  Adjustments  resulting from the  translation of the functional
     currency to the  reporting  currency  are  included as a component of other
     comprehensive   income  (loss)  within  the  statements  of   shareholders'
     deficiency.

     Comprehensive Income

     The Company has adopted  SFAS No. 130,  "Reporting  Comprehensive  Income,"
     which establishes standards for reporting and presentation of comprehensive
     income, its components and accumulated  balances.  Comprehensive  income is
     defined to  include  all  changes in equity  except  those  resulting  from
     investments by or distributions to owners.  Among other  disclosures,  SFAS
     No. 130 requires  that all items that are required to be  recognized  under
     the current accounting  standards as a component of comprehensive income be
     reported  in  a  financial  statement  that  is  displayed  with  the  same
     prominence as other financial  statements.  SFAS 130 requires that items be
     included in other comprehensive  income according to their nature, such as:
     foreign currency items,  minimum liability pension  adjustments,  change in
     the fair value of derivative financial instruments and unrealized gains and
     losses on  certain  debt and  equity  securities.  Comprehensive  income is
     displayed in the statement of shareholders'  equity and in the consolidated
     balance sheet as a component of shareholders' equity.

     The  Company's  other   comprehensive   loss  comprises   foreign  currency
     translation  adjustments arising upon translation of the Company's Canadian
     dollar functional currency to its United States dollar reporting currency.



                                                                         Page 10
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
     ------------------------------------------

     Income (Loss) Per Share

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the  weighted  average  number of shares  outstanding  during the
     period.  The weighted  average number of shares is calculated by taking the
     number of shares  outstanding and weighting them by the amount of time that
     they were  outstanding.  Diluted earnings per share is computed by dividing
     the net  income  (loss) by the  weighted  average  number  of basic  shares
     outstanding  increased  by the number of shares  that would be  outstanding
     assuming conversion of any stock options,  warrants,  and convertible debt.
     Diluted net income (loss) per share for the years ended  December 31, 2008,
     2007 and 2006 is the same as basic net income (loss) per share as there are
     no shares of common  stock  equivalents  outstanding.  Diluted  net  income
     (loss)  per  share  for the  year  ended  December  31,  2008  has not been
     presented as the effect would be anti-dilutive.

     Accounting Principles Recently Adopted

     In February  2007, the FASB issued SFAS No. 159, "The Fair Value Option for
     Financial Assets and Financial Liabilities - Including an amendment of FASB
     Statement  No.  115,"  ("SFAS  159")  which  permits  entities to choose to
     measure many financial instruments and certain other items at fair value at
     specified   election  dates.  A  business  entity  is  required  to  report
     unrealized  gains and losses on items for which the fair  value  option has
     been elected in earnings at each subsequent  reporting date. This statement
     is expected to expand the use of fair value  measurement.  The  adoption on
     January  1, 2008 of this  standard  did not have a  material  impact on the
     Company's consolidated financial statements.

     In June  2007,  the  Emerging  Issues  Task  Force  ("EITF")  ratified  its
     conclusion on EITF Issue No. 06-11  "Accounting for the Income Tax Benefits
     of Dividends on  Share-Based  Payment  Awards" ("EITF  06-11").  EITF 06-11
     provides that tax benefits associated with dividends on share-based payment
     awards be  recorded as a  component  of  additional  paid-in  capital.  The
     adoption on January 1, 2008 of this standard did not have a material impact
     on the Company's consolidated financial statements.

3.   RECENT ACCOUNTING PRONOUCEMENTS
     -------------------------------

     In September 2006, the FASB issued SFAS No. 157, "Fair Value  Measurements"
     ("SFAS  157").  SFAS 157 defines fair value,  establishes  a framework  for
     measuring fair value in accordance  with  accounting  principles  generally
     accepted in the United  States,  and expands  disclosures  about fair value
     measurements. SFAS No. 157 is effective for financial statements issued for
     fiscal years beginning  after November 15, 2007,  with earlier  application
     encouraged.  Any amounts  recognized  upon adoption as a cumulative  effect
     adjustment will be recorded to the opening balance of retained  earnings in
     the year of adoption.  On February 12, 2008, the FASB delayed the effective
     date for  non-financial  assets and  liabilities to fiscal years  beginning
     after November 15, 2008;  however,  the effective date for financial assets
     remains intact. The Company is currently evaluating the impact of the delay
     of the  effective  date for  non-financial  assets and  liabilities  on its
     consolidated results of operations and financial position.



                                                                         Page 11
<PAGE>



OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

3.   RECENT ACCOUNTING PRONOUCEMENTS (continued)
     -------------------------------

     In December 2007, the FASB issued SFAS No. 141(R),  "Business Combinations"
     which  revised  SFAS No.  141,  "Business  Combinations".  SFAS No.  141(R)
     establishes  principles and requirements for how an acquirer recognizes and
     measures in its financial statements the identifiable assets acquired,  the
     liabilities assumed,  any non-controlling  interest in the acquirer and the
     goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements
     which will enable users to evaluate the nature and financial effects of the
     business combination. This standard is effective for fiscal years beginning
     after  December 15, 2008. As the  provisions of SFAS No. 141(R) are applied
     prospectively,  the impact of this standard cannot be determined  until the
     transactions occur.

     In December 2007, the FASB issued SFAS No. 160,  "Noncontrolling  Interests
     in Consolidated Financial Statements".  SFAS No. 160 establishes accounting
     and reporting  standards for ownership  interests in  subsidiaries  held by
     parties  other  than the  parent,  the  amount of  consolidated  net income
     attributable to the parent and to the noncontrolling interest, changes in a
     parent's  ownership  interest and the valuation of retained  noncontrolling
     equity investments when a subsidiary is  deconsolidated.  SFAS No. 160 also
     establishes reporting requirements that provide sufficient disclosures that
     clearly  identify and  distinguish  between the interests of the parent and
     the interests of the noncontrolling  owners. This standard is effective for
     fiscal years  beginning  after  December 15, 2008. The Company is currently
     evaluating the impact of the adoption of SFAS No. 160.

     In March 2008, the Financial  Accounting  Standards  Board ("FASB")  issued
     SFAS  No.  161,  "Disclosures  about  Derivative  Instruments  and  Hedging
     Activities  - an  amendment to FASB  Statement  No.  133".  SFAS No. 161 is
     intended to improve  financial  standards for  derivative  instruments  and
     hedging activities by requiring enhanced disclosures to enable investors to
     better  understand  their  effects  on  an  entity's  financial   position,
     financial  performance,  and cash flows.  Entities  are required to provide
     enhanced  disclosures  about:  (a) how and why an  entity  uses  derivative
     instruments;  (b) how derivative  instruments  and related hedged items are
     accounted for under Statement 133 and its related interpretations;  and (c)
     how  derivative  instruments  and related  hedged  items affect an entity's
     financial position,  financial performance, and cash flows. It is effective
     for financial  statements  issued for fiscal years beginning after November
     15,  2008,  with  early  adoption  encouraged.  The  Company  is  currently
     evaluating the impact of SFAS No. 161 on its financial statements,  and the
     adoption of this  statement is not expected to have a material  effect t on
     the Company's financial statements.

     In April 2008, the FASB issued FSP SFAS 142-3, "Determination of the Useful
     Life of  Intangible  Assets"  ("FSP  142-3").  This guidance is intended to
     improve the consistency between the useful life of a recognized  intangible
     asset under SFAS No. 142,  "Goodwill and Other  Intangible  Assets"  ("SFAS
     142"), and the period of expected cash flows used to measure the fair value
     of the asset  under SFAS 141(R) when the  underlying  arrangement  includes
     renewal  or  extension  of terms that would  require  substantial  costs or
     result in a material  modification  to the asset upon renewal or extension.
     Companies estimating the useful life of a recognized  intangible asset must
     now consider their historical  experience in renewing or extending  similar
     arrangements  or, in the absence of  historical  experience,  must consider
     assumptions that market  participants  would use about renewal or extension
     as adjusted for SFAS 142's entity-specific  factors. FSP 142-3 is effective
     for  financial  statements  issued for  fiscal  years and  interim  periods
     beginning  January  1,  2009.  The  Company  is  currently  evaluating  the
     potential impact of the adoption of FSP 142-3.



                                                                         Page 12
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

3.   RECENT ACCOUNTING PRONOUCEMENTS (continued)
     -------------------------------

     In May 2008,  the FASB issued SFAS No. 162,  "The  Hierarchy  of  Generally
     Accepted Accounting  Principles." This Statement  identifies the sources of
     accounting  principles and the framework for selecting the 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  GAAP  hierarchy)  and is
     effective  for  financial  statements  issued for fiscal  years and interim
     periods beginning after June 15, 2008. The Company is currently  evaluating
     the impact of SFAS No. 162 on its consolidated  financial  statements,  and
     the adoption of this standard is not expected to have a material  impact on
     the Company's consolidated financial statements.

     In May 2008, the FASB issued FASB FSP APB 14-1, "Accounting for Convertible
     Debt  Instruments  That May Be Settled in Cash upon  Conversion  (Including
     Partial  Cash  Settlement)".  FSP APB 14-1  requires  the issuer of certain
     convertible  debt instruments that may be settled in cash (or other assets)
     on  conversion to  separately  account for the liability  (debt) and equity
     (conversion  option) components of the instrument in a manner that reflects
     the issuer's  non-convertible debt borrowing rate. Such separate accounting
     also  requires  accretion  of  the  resulting  discount  on  the  liability
     component  of the debt to result in interest  expense  equal to an issuer`s
     nonconvertible  debt  borrowing  rate.  In  addition,  the FSP provides for
     certain  changes  related  to the  measurement  and  accounting  related to
     derecognition,  modification  or exchange.  FSP APB 14-1 is  effective  for
     fiscal years beginning after December 15, 2008 on a retroactive  basis. The
     adoption of FASB FSP APB 14-1 is not expected to have a material  impact on
     the Company's consolidated financial statements.

     In September  2008, the FASB issued FSP EITF 03-6-1,  "Determining  Whether
     Instruments Granted in Share-Based  Payment  Transactions Are Participating
     Securities."  FSP EITF  03-6-1  addresses  whether  instruments  granted in
     share-based  payment  transactions  are  participating  securities prior to
     vesting and,  therefore,  need to be included in the earnings allocation in
     computing  income per share under the two-class method pursuant to SFAS No.
     128,  "Earnings  per  Share."  This  guidance   establishes  that  unvested
     share-based payment awards that contain  nonforfeitable rights to dividends
     or  dividend   equivalents  (whether  paid  or  unpaid)  are  participating
     securities  and shall be included in the  computation of earnings per share
     pursuant  to the  two-class  method.  FSP  EITF  03-6-1  is  effective  for
     financial  statements  issued for fiscal years beginning after December 15,
     2008. Furthermore, all prior period earnings per share data presented shall
     be  adjusted  retrospectively  to  conform  to the  provisions  of FSP EITF
     03-6-1.  The Company is currently  evaluating  the potential  impact of the
     adoption of FSP EITF 03-6-1.

     In  April  2009,  the  FASB  issued  SFAS No.  115-2  and  SFAS No.  124-2,
     "Recognition and Presentation of Other-Than-Temporary  Impairments," ("SFAS
     No.152-2  and SFAS  No.124-2")  which  provides  operational  guidance  for
     determining  other-than-temporary impairments ("OTTI") for debt securities.
     SFAS  No.152-2  and SFAS  No.124-2  are  effective  for  interim and annual
     periods ending after June 15, 2009. The Company is currently evaluating the
     impact of the adoption of SFAS No.152-2 and SFAS No.124-2.



                                                                         Page 13
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

3.   RECENT ACCOUNTING PRONOUCEMENTS (continued)
     -------------------------------

     In April 2009, the FASB issued FSP No. FAS 157-4,  "Determining  Fair Value
     When the  Volume  and Level of  Activity  for the Asset or  Liability  Have
     Significantly Decreased and Identifying  Transactions That Are Not Orderly"
     ("FSP  FAS  157-4").   FSP  FAS  157-4  provides  additional  guidance  for
     estimating  fair value in accordance with SFAS No. 157, when the volume and
     level of activity for the asset or liability have significantly  decreased.
     FSP FAS 157-4 also  includes  guidance on  identifying  circumstances  that
     indicate a  transaction  is not  orderly.  FSP FAS 157-4 is  effective  for
     interim and annual reporting periods ending after June 15, 2009, with early
     adoption permitted for periods ending after March 15, 2009; however,  early
     adoption is only permitted in conjunction  with the early  adoptions of FSP
     FAS 115-2 and FAS 124-2  and FSP FAS  107-1 and APB 28-1.  The  Company  is
     currently evaluating the impact of the adoption of FSP FAS 157-4.

     In April  2009,  the FASB  issued FSP No. FAS 107-1 and APB 28-1,  "Interim
     Disclosures about Fair Value of Financial  Instruments" ("FSP FAS 107-1 and
     APB  28-1").  FSP FAS 107-1 and APB 28-1  requires  disclosures  about fair
     value of financial  instruments for interim  reporting  periods of publicly
     traded companies as well as in annual financial  statements.  FSP FAS 107-1
     and APB 28-1 is effective for interim and annual  reporting  periods ending
     after June 15, 2009, with early adoption permitted for periods ending after
     March 15, 2009;  however,  early  adoption is only permitted in conjunction
     with the early  adoptions of FSP FAS 115-2 and FAS 124-2 and FSP FAS 157-4.
     The Company is currently  evaluating  the impact of the adoption of FSP FAS
     107-1 and APB 28-1.

4.   SUBSIDIARIES AND DISCONTINUED OPERATIONS
     ----------------------------------------

     International E-Gaming Developers Inc.

     On November 3, 2000, the Company  incorporated  a wholly-owned  subsidiary,
     International  E-Gaming  Developers,  Inc.  under the laws of  Antigua  and
     Barbuda  as  an  international  business  corporation.  E-Gaming  Inc.  was
     incorporated to engage in Internet gaming, including international betting,
     gaming,  sports  betting  and  bookmaking  activities  along with wagers on
     sporting  events taking place outside the Caribbean  Community  region from
     residents of countries  outside the Caribbean  Community  region.  E-Gaming
     Inc.  was  primarily  engaged in the  operation  and  marketing of Internet
     gaming sites.  During the 2002 fiscal year, the Company  assumed all of the
     operations  of  International  E-Gaming  Developers  Inc. Due to changes in
     United States law, the Company ceased its internet gaming activities during
     the fourth quarter of fiscal 2006. The  consolidated  financial  statements
     present  the  assets,  liabilities  and  results  of  operations  of  these
     activities separately as discontinued operations.

     Ontario Private Water Labelling Limited

     In 2003,  the  Company  incorporated  a wholly  owned  subsidiary,  Ontario
     Private Water  Labelling  Limited,  under the laws of Canada.  Through this
     subsidiary,  management  intends to approach  corporate and retail entities
     that  wish to use  their  own  label on  bottled  water as  promotional  or
     marketing tools. Additionally,  the Company intended to market its own line
     of bottled  spring water to sell at concerts,  sporting  events,  and other
     venues.  The business of Ontario Private Water  Labelling  Limited has been
     discontinued in 2007. The  consolidated  financial  statements  present the
     assets,   liabilities  and  results  of  operations  of  these   activities
     separately as discontinued operations.




                                                                         Page 14
<PAGE>
<TABLE>
<CAPTION>

OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

4.   SUBSIDIARIES AND DISCONTINUED OPERATIONS (continued)
     ----------------------------------------

     Celebrity Tan Inc.

     In 2003, the Company incorporated a wholly owned subsidiary,  Celebrity Tan
     Inc.  under the laws of Canada.  Celebrity  Tan Inc.  was  incorporated  to
     engage in the building and  distribution of UV-free  tanning stalls.  These
     stand-up  tanning booths spray a fine mist of sunless tanning solution onto
     the customer.  The Company also intends to market  through this  subsidiary
     its own line of sunless  tanning  products.  The business of Celebrity  Tan
     Inc. has been discontinued in 2007. The consolidated  financial  statements
     present  the  assets,  liabilities  and  results  of  operations  of  these
     activities separately as discontinued operations.

     Summarized financial information as a result of discontinued operations are
     as follows:


                                       December 31,        December 31,
                                           2008                2007
                                        =========           =========

Cash                                    $     200           $     320
Prepaid expenses and deposits                 113               9,434
                                        ---------           ---------
Total assets
   of discontinued operations                 313           $   9,754
                                        =========           =========

Bank loan                               $  10,947           $  23,539
Accounts payable
   and accrued liabilities                281,653             356,377
                                        ---------           ---------
Total liabilities
   of discontinued operations           $ 292,600           $ 379,916
                                        =========           =========

                                       December 31,        December 31,         December 31,
                                           2008                2007                 2007
                                        =========           =========            =========
<S>                                                                              <C>
Revenues                                $   7,770           $   1,246            $ 113,204
Cost of revenues                              668              10,013             (120,446)
                                        ---------           ---------            ---------
Gross profit (loss)                         7,102              (8,767)             233,650

Operating expenses                            661              25,781               43,178
                                        ---------           ---------            ---------
Income (loss) from
   discontinued operations              $   6,441           $ (34,548)           $(109,528)
                                        ---------           ---------            ---------

</TABLE>


                                                                         Page 15
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

5.   INVESTMENTS
     -----------

     On November 30, 2006,  the Company  entered into a joint venture  agreement
     with Ko Ho Management  Ltd. ("Ko Ho"), a Hong Kong based company,  with the
     goal of acquiring  business  operations in the People's  Republic of China.
     Under the terms of this agreement,  the Company  acquired a 50% interest in
     Ko Ho via the issuance of 250,000 shares of common stock (valued at $50,000
     based on the closing  share price on the date of  issuance)  of the Company
     and the  financing  of certain  working  capital  expenses  of Ko Ho in the
     amount of $60,000  over the course of the  following  10 months.  Under the
     terms of the joint venture agreement, the Company has agreed to issue up to
     an  additional  1,000,000  shares of common  stock and  provide  additional
     financing  to a maximum of $250,000 for Ko Ho to acquire  existing  Chinese
     corporations.  In  addition,  the  Company  has  agreed  to issue a further
     250,000 shares of common stock should certain  specified  performance goals
     of Ko Ho be  met,  and to pay  certain  professional  fees  and  e-commerce
     service fees of Ko Ho.

     To date  through our  partnership  with the Ko Ho, the Company has acquired
     interests in the following three Chinese companies:

     In February  2007,  the Company  acquired a 50%  interest in Arden  Trading
     Company Ltd.  ("Arden") of China through its partnership  with Ko Ho. Arden
     specializes  in the  operation  of customer  loyalty  redemption  programs.
     Arden's services include processing bonus point redemptions, gift sourcing,
     catalogue  productions,  logistics,  and call center customer  support.  It
     provides  long-term  outsourcing  services  to  businesses  in its areas of
     expertise.  The Company  issued  250,000  shares of common stock (valued at
     $150,000  based on the  closing  share  price on the date of  issuance)  in
     connection with this investment.

     In March 2007,  the Company  acquired a 50%  interest in Hongxin  Insurance
     Agency of China ("Hongxin")  through its partnership with Ko Ho. Hongxin is
     an insurance agency selling insurance policies and financial instruments to
     major insurance  companies in China since 2004. It operates under a license
     issued by China Insurance  Supervisory  Committee to provide  corporate and
     individual insurance products, risk management,  and consultation services.
     The Company issued 160,000 shares of common stock (valued at $102,000 based
     on the closing share price on the date of issuance) in connection with this
     investment.

     In April  2007,  the  Company  acquired  a 35%  equity  interest  in Foshan
     Foshantong  Information  Technology  Co., Ltd.  ("Foshantong")  through its
     partnership with Ko Ho. Foshantong  provides  electronic payment smart card
     programs for public  transportation  and small  payment  transactions.  The
     Company  issued 750,000 shares of common stock (valued at $457,000 based on
     the closing  share price on the date of issuance) in  connection  with this
     investment.

     In July  2007,  the  Company  entered  into an  investment  agreement  with
     Serenity Investments Holdings Corp. ("Serenity"),  a British Virgin Islands
     corporation, to obtain a payment processing engine and an E-Wallet platform
     that  will  provide  the  technology  for  the  backbone  to the  Company's
     "FocusKard" suite of payment solutions. The Company issued 1,500,000 shares
     of common stock (valued at $630,000 based on the closing share price on the
     date of issuance) in connection with this investment.



                                                                         Page 16
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

5.   INVESTMENTS (continued)
     -----------

     The  Company's  investments  in Ko  Ho,  Arden,  Hongxin,  Foshantong,  and
     Serenity were  accounted for using the cost method because it does not have
     the  ability to  exercise  significant  influence  over the  operating  and
     financial   policies  of  these  companies.   The  Company  monitors  these
     investments  for  impairment and makes  appropriate  reductions in carrying
     value when  impairment  is deemed to be other than  temporary.  The Company
     does not expect capital  appreciation or income from these  investments and
     has expensed these investments in prior years under advertising,  marketing
     and consulting expenses.  The purpose of these investments is to facilitate
     entry into target markets in the People's  Republic of China by funding the
     marketing  activities  of  these  entities.  Management  believes  that the
     Company has no further  obligations  or  contingencies  in respect of these
     entities  and  that  these   investments  do  not  meet  the  criteria  for
     consolidation  under FIN No.  46(R),  "Consolidation  of Variable  Interest
     Entities."


6.   RECLASSIFICATIONS
     -----------------

     Certain  prior year  amounts were  reclassified  to conform to current year
     presentation.  These reclassifications did not result in any changes to the
     Company's accumulated deficit or net losses.


7.   PROPERTY AND EQUIPMENT
     ----------------------


     The  following  is a summary of  property  and  equipment  and  accumulated
     depreciation:

                                            2008          2007
                                          =======       =======
     Office equipment                     $24,091       $29,601
     Computer hardware                      3,565         3,452
                                          -------       -------

     Total cost                            27,656        33,053
     Less: accumulated depreciation        24,236        28,592
                                          -------       -------

     Net book value                       $ 3,420       $ 4,461
                                          =======       =======

     Depreciation  expense for the years ended December 31, 2008,  2007 and 2006
     was $1,104, $1,000 and $971 respectively.



                                                                         Page 17
<PAGE>



OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------


8.   BANK LOAN - DISCONTINUED OPERATIONS
     -----------------------------------

     The Company's subsidiary, Celebrity Tan Inc., was advanced a US $41,051 (CA
     $50,000) bank loan. The loan is repayable in monthly principal  payments of
     US $684 (CA $833) plus  interest at the TD Canada  Trust rate of prime plus
     1%. The loan is due on demand. Due to its demand feature,  the liability is
     presented on the accompanying  consolidated  financial statement as current
     liabilities, under liabilities of discontinued operations.

     Future principal payments are as follows:

                             2009        $ 8,210
                             2010        $ 2,737

9.   NOTES PAYABLE
     -------------

     The notes are due to an arm's length third party,  bearing  interest at 12%
     per annum, unsecured and repayable upon demand. Due to the demand features,
     these  notes  are  presented  in the  accompanying  consolidated  financial
     statements as current liabilities.

10.  LOANS PAYABLE - RELATED PARTIES
     -------------------------------

     As at  December  31,  2008,  the  Company  was  indebted  to certain of its
     officers,   directors  and  stockholders  $204,288  (December  31,  2007  -
     $268,735)  for cash  advances,  consulting  services and  expenses  paid on
     behalf of the Company.  $171,523 (December 31, 2007 - $224,773) owed by the
     Company is recorded  under loans  payable and $32,761  (December 31, 2007 -
     $43,962) owed is recorded under  discontinued  operations.  These loans are
     unsecured,  non-interest  bearing and  repayable  upon  demand.  Due to the
     demand features, these loans are presented in the accompanying consolidated
     financial statements as current liabilities.

11.  DEFERRED INCOME TAXES
     ---------------------

     As of December  31, 2008,  2007 and 2006,  the Company had net deferred tax
     assets,  calculated at an expected rate of 33.5%, 33% and 36% respectively,
     of  approximately  $1,580,000,   $1,461,000  and  $994,000,   respectively,
     principally  arising from net operating  loss carry forwards for income tax
     purposes.  As management of the Company  cannot  determine  that it is more
     likely  than not that the  Company  will  realize  the  benefit  of the net
     deferred  tax asset,  a valuation  allowance  equal to the net deferred tax
     asset has been recorded at December 31, 2008, 2007 and 2006.



                                                                         Page 18
<PAGE>
<TABLE>
<CAPTION>

OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

11.  DEFERRED INCOME TAXES (continued)
     ---------------------

     A reconciliation of combined federal and provincial  corporate income taxes
     at the Company's  effective tax rate of 33.5%,  33% and 36%,  respectively,
     for December 31, 2008, 2007 and 2006 is as follows:

                                                 2008           2007           2006
                                             ===========    ===========    ===========
<S>                                                                        <C>
     Net loss before income taxes            $  (593,186)   $(3,096,225)   $  (961,889)
                                             ===========    ===========    ===========
     Income taxes at statutory rates         $  (199,000)   $(1,022,000)   $  (348,000)
     Tax effect of expenses not
       deductible for income tax purposes:
     Stock based compensation                     45,000        135,000        183,000
     Shares issued for services                   12,000        550,000         28,500
     Effect of changes in loss
       Carry forwards from prior years          (891,000)          --             --
     Expiry of loss carry forwards               914,000
                                             -----------    -----------    -----------
                                                (119,000)      (337,000)      (136,500)
     Change in valuation allowance               119,000        337,000        136,500
                                             -----------    -----------    -----------

                                             $     --       $      --      $      --
                                             ===========    ===========    ===========

     The significant  components of the deferred tax asset at December 31, 2008,
     2007 and 2006 were as follows:


                                                  2008           2007           2006
                                              ===========    ===========    ===========

     Net operating loss carry forwards        $ 5,361,000    $ 4,427,000    $ 2,761,000
                                              ===========    ===========    ===========
     Deferred tax asset                       $ 1,580,000    $ 1,461,000    $   994,000
     Deferred tax asset valuation allowance   $(1,580,000)   $(1,461,000)   $  (994,000)
                                              -----------    -----------    -----------

                                              $     --       $      --      $      --
                                              ===========    ===========    ===========
</TABLE>


     At  December  31,  2008,  the  Company  had  unused  non-capital  losses of
     approximately  $5,361,000 to offset  future  taxable  income.  The ultimate
     realization of future tax assets is dependent upon the generation of future
     taxable  income  during future  periods.  These losses expire to the extent
     unutilized against future taxable income as follows:

                                 2009            $  430,000
                                 2010               530,000
                                 2014               169,000
                                 2025               386,000
                                 2026               645,000
                                 2027             2,829,000
                                 2028               372,000
                                             --------------

                                                $ 5,361,000
                                             ==============



                                                                         Page 19
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

12.  COMMON STOCK
     ------------

     The Company is  authorized to issue an unlimited  number of voting,  common
     stock without par value.  Shares may be  transferred  with the consent of a
     majority of the directors or the  shareholders  through  resolution or by a
     signed instrument.

     The Company has not issued any warrants in 2008, 2007 and 2006.

     During  the  year  ended  December  31,  2008,  the  Company  sold for cash
     7,000,000  shares of common  stock.  This stock was sold for  approximately
     $0.04 per share for a total of $287,886, less commissions of $16,934.

     The Company  also issued  460,000  shares of common  stock  during the 2008
     fiscal year for  services  provided  by  non-employees.  These  shares were
     valued at a total of $35,647  based on the closing  share price on the date
     of issuance.

     During  the  year  ended  December  31,  2007,  the  Company  sold for cash
     8,350,628  shares of common  stock.  This stock was sold for  approximately
     $0.20 per share for a total of $1,650,503, less commissions of $659,915.

     The Company  also issued  842,774  shares of common  stock  during the 2007
     fiscal year for services  provided by non-employees and 2,660,000 shares of
     common stock were issued  pursuant to the  establishment  of the  Company's
     joint venture  agreement  (See note 5). These shares were valued at a total
     of $1,666,197 based on the closing share price on the date of issuance.

     During  the  year  ended  December  31,  2006,  the  Company  sold for cash
     3,374,832  shares of common  stock.  This stock was sold for  approximately
     $0.18 per share for a total of $604,785, less commissions of $200,560.

     The Company  also issued  200,000  shares of common  stock  during the 2006
     fiscal year for services  provided by  non-employees  and 250,000 shares of
     common stock were issued  pursuant to the  establishment  of the  Company's
     joint venture  agreement  (See note 5). These shares were valued at a total
     of $79,353 based on the closing share price on the date of issuance.

13.  STOCK OPTIONS
     -------------

     The  Company  has a Stock  Option  Plan  (the  "Plan")  under  which  it is
     authorized  to grant  options  to  purchase  shares of common  stock of the
     Company to directors,  key personnel and  consultants  to the Company,  its
     subsidiaries and affiliates.  The aggregate number of shares of the Company
     which may be issued  and sold  under  the Plan will not  exceed  10% of the
     total number of shares of common stock issued and outstanding  from time to
     time. The exercise prices of the options are based on the fair value of the
     Company's  common stock at the time of grant as  determined by the Board of
     Directors.



                                                                         Page 20
<PAGE>
<TABLE>
<CAPTION>

OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

13. STOCK OPTIONS (continued)

     The following table reflects the continuity of options outstanding:

                                             Options                                      Average Exercise Price
                          =============================================        ============================================
                             2008             2007              2006              2008             2007             2006
                          ==========       ==========        ==========        ==========       ==========       ==========
    <S>                                                                                                          <C>
    Outstanding,
      beginning of year      750,000          800,000              --          $     0.59       $     0.15       $     --
    Granted                1,200,000          750,000         1,600,000              0.10             0.59             0.15
    Exercised                   --           (800,000)         (800,000)             --               0.15             0.15
    Cancelled/expired           --               --                --                --               --               --
                          ----------       ----------        ----------        ----------       ----------       ----------
    Outstanding,
      end of year          1,950,000          750,000           800,000        $     0.29       $     0.59       $     0.15
                          ==========       ==========        ==========        ==========       ==========       ==========

     The  weighted  average  remaining  contractual  life and  weighted  average
     exercise price of options  outstanding  and  exercisable as at December 31,
     2008 are as follows:

                                                                 Weighted
                                              Weighted            Average                               Weighted
                                              Average            Remaining                              Average
        Exercise            Number            Exercise          Contractual          Number             Exercise
         Prices           Outstanding          Price            Life (Years)       Exercisable           Price
   ====================================================    ======================================================

    $     0.10            1,200,000 (i)       $     0.10           4.22            1,200,000           $     0.10
    $     0.15              250,000 (ii)      $     0.15           8.02              250,000           $     0.15
    $     0.71              250,000 (ii)      $     0.71           0.25              250,000           $     0.71
    $     0.90              250,000 (ii)      $     0.90           8.02              250,000           $     0.90
    ----------------------------------------------------    ------------------------------------------------------

                          1,950,000           $     0.29           4.68            1,950,000           $     0.29
    ====================================================    ======================================================
</TABLE>


(i)      During the year ended  December 31, 2008,  the Company  issued  400,000
         options each to three directors (Total 1,200,000 options).  The options
         have exercise price of US $0.10 (CA $0.12), and vest immediately. These
         options expire on March 20, 2013. The fair value of the options granted
         was $132,827 and was calculated using the Black-Scholes  option pricing
         model using the following assumptions:

                      Expected volatility:              212%
                      Risk free interest rate:          2.36%
                      Expected life:                    5 years
                      Dividend yield:                   0%



                                                                         Page 21
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

13.      STOCK OPTIONS (continued)
         -------------

(ii)     During the year ended  December 31, 2007,  the Company  issued  250,000
         options each to three  individuals.  The options have exercise price of
         US $0.12 (CA  $0.15),  US $0.71 and US  $0.90,  respectively,  and vest
         immediately to one year from date of issuance.  These options expire at
         January 2017, April 2009 and January 2017, respectively. The fair value
         of the  options  granted  was  $409,671  and was  calculated  using the
         Black-Scholes options pricing model using the following assumptions:

                      Expected volatility:              254% - 260%
                      Risk free interest rate:          4.5%
                      Expected life:                    2 years
                      Dividend yield:                   0%

(iii)    On October 31, 2006, the Company issued 1,600,000 options to a director
         at an exercise  price of $0.15  vesting  immediately,  and a term of 10
         years.  The fair value of the  options  granted  was  $507,662  and was
         calculated  using the  Black-Scholes  option  pricing  model  using the
         following assumptions:

                      Expected volatility:              265%
                      Risk free interest rate:          4.5%
                      Expected life:                    2 years
                      Dividend yield:                   0%

         During the year ended December 31, 2007, 800,000 options were exercised
         at CA $0.15 (US $0.13) per share.  As payment  for these  options,  the
         Company  reduced  the  amount  of its  outstanding  liability  to  this
         director by $101,928.

         During the year ended December 31, 2006, 800,000 options were exercised
         at US $0.15 per  share.  As  payment  for these  options,  the  Company
         reduced the amount of its  outstanding  liability  to this  director by
         $120,000.

14.  RELATED PARTY TRANSACTIONS
     --------------------------

     The Company rented commercial space in Toronto,  Canada, beginning in 2003,
     with a  month-to-month  agreement for rent for $3,500 CDN. Rent expense for
     the year ended  December  31,  2008 under  this lease  amounted  to $40,022
     (December 31, 2007 and 2006 - $35,607 and $38,847, respectively).  Rent was
     paid to a corporation  that is controlled by a director of the Company.  As
     at December 31, 2008, the Company owed the  corporation  $14,368  (December
     31, 2007 - $3,531), which is recorded in accounts payable.

     The  Company  paid  $125,000  (December  31,  2007 and 2006 - $125,000  and
     $125,000,  respectively)  consulting fees to a director. As at December 31,
     2008,  the  Company  owed  the  director  $492,550  (December  31,  2007  -
     $527,425), which is recorded in accounts payable.

     The  Company's   related-party   transactions  were  consummated  on  terms
     equivalent to those that prevail in arm's length transactions.



                                                                         Page 22
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
Notes to Consolidated Financial Statements
December 31, 2008, 2007 and 2006
--------------------------------------------------------------------------------

15.  CONTINGENCIES
     -------------

     In November 2004, a Canadian  corporation  filed an action against Mega Sun
     Inc., Celebrity Tan Inc. and an independent  salesperson alleging breach of
     implied  warranty,  breach  of  contract,  misrepresentation  and sale of a
     defective  product in connection with the sale of a tanning mist booth. The
     booth was  manufactured by Mega Sun Inc., an entity  unaffiliated  with the
     Company or Celebrity Tan Inc., and sold to Nova Scotia Limited by Celebrity
     Tan Inc., through the independent salesperson.  The action seeks damages in
     the  amount  of the  purchase  price of  approximately  $50,000,  including
     interest and costs at December 31, 2006.  The outcome of the  litigation is
     not certain at this time. No accrual for this  litigation  has been made in
     the accompanying financial statements.

16.  SUBSEQUENT EVENTS
     -----------------

     Subsequent to December 31, 2008,  the Company  issued  4,450,000  shares of
     common stock for a total consideration of approximately $75,000, cash.

     Subsequent to December 31, 2008,  250,000 stock options expired on April 1,
     2009.

17.  FINANCIAL INSTRUMENTS
     ---------------------

     The Company's financial instruments comprise bank indebtedness,  bank loan,
     accounts  payable and accrued  liabilities and loans and notes payable.  In
     management's  opinion,  the fair  value of these  instruments  approximates
     carrying value due to their short maturities.

     Currency Risk

     The Company is exposed to certain  currency risks that the value of certain
     financial  instruments  will  fluctuate due to changes in foreign  exchange
     rates. Historically, the Company has not entered into derivatives contracts
     to hedge existing risks or for speculative purposes.

     Interest Rate Risk

     The Company is exposed to interest rate risk arising from  fluctuations  in
     interest rates on its  short-term  borrowings  and other  obligations.  The
     Company's  borrowing  and  obligations  loans  bear  interest  at fixed and
     variable  rates.  Management  is of the  opinion  that the  Company  is not
     exposed to significant  interest rate risks in respect of these instruments
     as these resemble rates available in the current market for debt of similar
     terms and maturities, except for debt with related parties.



                                                                         Page 23
<PAGE>

Item 19.               Exhibits

Exhibits and Exhibit  Index.  The  following  Exhibits are filed as part of this
Annual Report and incorporated herein by reference to the extent applicable.


                                  Exhibit Index

Exhibit No.           Description                                    Page Number
-----------           -----------                                    -----------

    1.1               Articles of Incorporation................................*
    1.2               Bylaws...................................................*
    2.1               Specimen Stock Certificate...............................*
    4.1               Agreement with Starnet Systems International Inc.,
                        dated January 25, 2001.................................*
    4.2               Specimen Affiliate Sub-License Agreement.................*
    4.3               Asset Purchase Agreement with Suchow Holdings Ltd.
                        dated April 26, 2001...................................*
    4.4               Exhibits to Agreement with Starnet Systems International
                        Inc., dated January 25, 2001...........................*
    4.5               Mutual Release with CCPC Biotech Inc. dated March 1, 2001*
    4.6               Sub-License Agreement between Starnet Systems N.V. and
                        International E-Gaming Developers N.V. dated
                        November 20, 2001......................................*
    4.7               Employment Agreement between Oxford Software Developers
                        Inc. and Michael Donaghy dated July 1, 2001............*
    4.8               Employment Agreement between Oxford Investments Holdings
                        Inc. and Victor DeLaet dated July 1, 2001..............*
    4.9               Agreement between Oxford Software Developers Inc. and West
                        America Securities Corp. dated March 7, 2002...........*
    4.10              Asset Purchase Agreement with Christopher Webster
                        dated April 5, 2006...................................**
    4.11              Oxford Investments Holdings Inc. Non-Qualified Stock
                        Option Plan..........................................***
    4.12              Oxford Investments Holdings Inc. Non-Qualified Stock
                        Option Agreement.....................................***
    4.13              Joint Venture Agreement between the Ko Ho Group and Oxford
                        Investments Holdings Inc. ...........................***
    4.14              Share Purchase Agreement between Ko Ho Group and Arden
                        Trading Company Ltd. and All the Shareholders dated
                        February 28, 2007.............. ***
    4.15              Share Purchase Agreement between Ko Ho Group and Hongxin
                        Insurance Agency of China and All the Shareholders
                        dated March 14, 2007 ***
    4.16              Agreement for Cooperation  between Foshan Wanzhi S&T
                        Company Ltd. and Ko Ho Management Ltd.
                        dated May 7, 2007....................................***
    8.1               List of Subsidiaries.....................................*
    10(g)             Consent of Independent Accountants........................
    12.1              Certification by Chief Executive Officer pursuant to
                         Section 302 of the Sarbanes-Oxley Act of 2002..........
    12.2              Certification by the Chief Financial Officer pursuant to
                         Section 302 of the Sarbanes-Oxley Act of 2002..........
    99.1              Certificate of Chief Executive Officer pursuant to
                        Section 906 of the Sarbanes-Oxley Act of 2002.......****
    99.2              Certificate of Chief Financial Officer pursuant to
                        Section 906 of the Sarbanes-Oxley Act of 2002.......****

         * Incorporated  by reference  from the Company's  annual report on Form
         20-F filed on June 28, 2002 or the Company's  registration statement on
         Form 20-F filed on December 19, 2001.
         ** Incorporated  by reference from the Company's  annual report on Form
         20-F filed on June 30, 2006.
         ***  Incorporated by reference from the Company's annual report on Form
         20-F filed on July 02, 2007.
         **** Previously Filed


 Financial Statement Schedules

            None.



                                       46
<PAGE>

                                   Signatures

The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the  undersigned to sign
this annual report on its behalf.

                                           OXFORD INVESTMENTS HOLDINGS INC.



 Date: September 4, 2009                   By:  /S/Michael Donaghy
                                                --------------------------------
                                                Michael Donaghy, President/
                                                Chief Executive Officer




                                       47