SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form 20-F


[_]  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, 2005

[_]  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934. For the transition period from _______ to ________

[_]  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:
                       -------------


                        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,
2005: 21,874,350

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 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):

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

<PAGE>

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 [_]
                                 ---     --

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                                 7
               Reason for the Offer and Use of Proceeds                        7
               Risk Factors                                                    7
Item 4.     Information on the Company                                        12
               History and Development of the Company                         12
               Business Overview                                              12
               Organizational Structure                                       19
               Property, Plants and Equipment                                 20
Item 4A     Unresolved Staff Comments                                         20
Item 5.     Operating and Financial Review and Prospects                      20
               Operating Results                                              22
               Liquidity and Capital Resources                                24
               Research and Development                                       25
               Trend Information                                              25
               Off-balance sheet arrangements                                  *
               Tabular disclosure of contractual obligations                   *
               Safe harbor                                                    26
Item 6.     Directors, Senior Management and Employees                        27
               Directors and Senior Management                                27
               Compensation of Directors and Officers                         27
               Board Policies                                                 28
               Employees                                                      28
               Share Ownership                                                28
Item 7.     Major Shareholders and Related Party Transactions                 28
               Major Shareholders                                             28
               Related Party Transactions                                     28
Item 8.     Financial Information                                             29
               Consolidated Statements and Other Financial Information        29
               Significant Changes                                            29
Item 9.     The Offer and Listing                                             30
Item 10.    Additional Information                                            31
               Share Capital                                                   *
               Memorandum and articles of incorporation                       30
               Material Contracts                                             31
               Exchange Controls                                              31
               Taxation                                                       31
               Dividends and paying agents                                     *
               Statements by experts                                           *
               Documents on display                                           37
               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 15.    Controls and Procedures                                           37
Item 16A.   Audit Committee Financial Expert                                  38
Item 16B.   Code of Ethics                                                    38
Item 16C.      Principal Accountant Fees and Services                         38
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                                              39
Item 18.    Financial Statements                                              39
Item 19.    Exhibits                                                          40
SIGNATURES                                                                    41
CERTIFICATIONS                                                                42
* 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,
2001,  2002,  2003,  2004 and 2005 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, 2001    Dec. 31, 2002    Dec. 31, 2003    Dec. 31, 2004    Dec. 31, 2005
                                            ---------------------------------------------------------------------------------
<S>                                         <C>              <C>              <C>              <C>              <C>
Statement of Operations Data:
-----------------------------
      Total revenues                        $     401,793    $     298,550    $     439,157    $     692,069    $     163,889
      Net Income/(Net Loss)                    (2,117,900)        (748,796)        (331,127)        (139,368)        (471,308)
      Basic and diluted
       net loss per share -                         (0.12)           (0.04)           (0.02)           (0.01)           (0.02)
     Weighted average number of
      Shares used in computing basic and
      Diluted net loss per share-              17,152,915       19,756,999       20,018,107       20,958,721       21,765,254
Balance Sheet Data:
-------------------
     Cash and cash equivalents              $         508    $         637    $      11,745    $      28,553    $        0.00
     Total current assets                         107,879           48,246          147,516          286,095           58,290
     Total assets                                 523,488           57,121          157,309          292,883           62,727
     Total current liabilities                    525,774          780,366        1,126,698        1,260,151        1,544,956
     Total liabilities                            525,774          780,366        1,126,698        1,260,151        1,544,956
     Total accumulated deficit                 (2,218,796)      (2,967,592)      (3,298,719)      (3,438,087)      (3,909,395)
     Total stockholders' equity (deficit)          (2,286)        (723,245)        (969,389)        (967,268)      (1,482,229)
</TABLE>


EXCHANGE RATES

     The  following  table sets out the  exchange  rates for the  conversion  of
Canadian  dollars into 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,
   ---------------------------------------------

                              2005       2004      2003       2002       2001
   --------------------
   End of Period
                              .86        .83       .77        .63        .63
   --------------------
   Average for Period
                              .83        .81       .71        .63        .65
   --------------------
   High for Period
                              .86        .85       .78        .65        .67
   --------------------
   Low for Period
                              .80        .72       .64        .63        .63
   --------------------

                                       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  2005 and 2006.  The  exchange  rates used are the
closing rates as provided by the Bank of Canada.

-------------------------------------------------
Month                       High        Low
-------------------------------------------------
December 2005               .86         .86
-------------------------------------------------
January 2006                .87         .86
-------------------------------------------------
February 2006               .87         .87
-------------------------------------------------
March 2006                  .87         .86
-------------------------------------------------
April 2006                  .88         .87
-------------------------------------------------
May 2006                    .90         .90
-------------------------------------------------

     The exchange rate on December 31, 2005 for the  conversion of United States
dollars into Canadian dollars was $1.16 (CDN$1.00 = US$0.86). As of May 31, 2006
the close rate of exchange  for the  conversion  of United  States  dollars into
Canadian dollars was $1.10 (CDN$1.00 = US$0.90). The exchange rates used are the
noon buying rates in New York City for cable transfers in foreign currencies, as
certified for customs purposes by the Federal Reserve Bank of New York.


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.


                                       7
<PAGE>

                      RISK FACTORS RELATED TO OUR BUSINESS

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 have entered the
UV-free sunless tanning and private water labeling  markets.  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 advertiser 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  consumables  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 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. While we have some
revenues, 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. 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 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.


                                       8
<PAGE>

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 tanning  booths and spring
          water private-labeling, or our failure to add new customers;
     o    our ability and the ability of our  customers  to attract and retain a
          large retail audience for our products;
     o    our ability to attract and retain advertisers and sponsors;
     o    seasonal trends in sunless tanning ;
     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.

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.


                                       9
<PAGE>

     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.

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  sub-licensee  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  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 tanning booths, tanning supplies and to a lesser
extent  the sale of  private-labeled  spring  water and  sub-licensing  of World
Gaming  e-gaming  software to constitute most of our revenue for the foreseeable
future. If customers do not purchase our products, 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.


                                       10
<PAGE>

     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

     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, 2005,  Michael  Donaghy,  our sole director,  indirectly
through his spouse,  beneficially owned approximately 8,300,000 shares or 37.94%
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.


                                       11
<PAGE>

     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
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  four   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;  Ontario  Private  Water  Labeling  Ltd.
incorporated  under the laws of  Ontario,  Canada on May 28,  2003;  and WebStar
Internet Solutions  incorporated  under the laws of Ontario,  Canada on March 9,
2006. 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   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.  The Company intends to
grow these segments of its business but is continuing to  aggressively  seek and
develop new business venture opportunities.  The Company will maintain sales and
distribution  control of its product  lines once they are  established  in their
respective  markets.  On April 5, 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 expects to brand its own line
of WebStar payment cards and also license the technology to other companies.


                                       12
<PAGE>

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

     International E Gaming Developers,  Inc.  ("Egaming"),  is our wholly-owned
subsidiary  through  which we operate 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.  Instead,  International E Gaming
Developers,  Inc. has limited its activities in the Internet  gaming industry to
the delivery of software solutions to that market.  However, the Company intends
to use Egaming's gaming experience to expand into the land-based casino industry
through the distribution of land-based  gaming kiosk and slot machine  equipment
and technology.

Gaming Business Strategy
------------------------

     A pioneer in the Internet gaming industry, International EGaming Developers
Inc.  began  building and selling  online gaming web sites in 1999.  Even though
Egaming no longer operates an online casino,  it uses its unique  combination of
experience and technical  expertise to continue to derive revenue from reselling
gaming software and from providing  consulting and  maintenance  services to the
site owners.  EGaming's  planned expansion into the land-based kiosk market will
exploit its extensive knowledge of the gaming industry and benefit from the vast
network of gaming contacts it has developed.

Gaming Market
-------------

     Legalized  gambling is one of the fastest growing  industries in the world.
The universal  appeal of gambling  provides a potential of huge returns to those
companies that can successfully tap into this developing market.  Online casinos
have quickly  increased in revenue  volume,  while the savings  realized in real
estate,   employee   payroll,   and   operations   costs  make  the  Internet  a
cost-effective  distribution channel. Combined with this is the ability to offer
casino  games and sports  wagering to  customers  anywhere in the world from the
convenience of their own home. All of this makes the outlook for this enterprise
fiscally  bright,  with some  experts  forecasting  that  growth  will  continue
exponentially for at least the next few years.  However,  due to the uncertainty
in Internet gaming laws in various jurisdictions worldwide,  particularly in the
United States there can be no assurance  that the online gaming market will grow
as predicted and in fact the market may be  negatively  impacted if adverse laws
are enacted.

     The addition of kiosk gaming  systems to EGaming 's product line will allow
the Company to market to land-based gaming organizations worldwide. Studies have
shown that industry professionals overwhelmingly agree that, in the near future,
casinos  will adopt  coinless  machines  and that the ability for  operators  to
download new games instead of having to physically  replace gaming machines will
be a huge benefit to casino operations. The Gaming Systems kiosks to be marketed
by EGaming will include these features,  making them a desirable  alternative to
the machine  games of the past.  There can be no  assurance,  however,  that the
kiosk gaming market will develop as  anticipated or if developed that it will be
profitable.

EGaming Product Offerings

     EGaming  has an  agreement  with World  Gaming  Plc,  the global  leader in
internet gaming software development.  While Egaming itself does not participate
in online gaming,  it resells World Gaming e-gaming software products to clients
wishing to participate in the potential profits of the online gambling business.

     EGaming  's also  intends  to enter into a  distribution  arrangement  that
allows the Company to exploit the movement  toward  coinless  machines on gaming
floors  throughout the world.  The Company will move rapidly to secure a product
line recognized by gaming organizations  worldwide,  in order to be the kiosk of
choice for upgrading and expansion by casino operators.


                                       13
<PAGE>

Product and Company Advantages

     EGaming 's long-term  involvement  in the online gaming  industry since its
beginnings has given the Company extensive experience in building,  maintaining,
and marketing  casino and  sportsbook  products.  Each gaming  presence  EGaming
markets is designed  to be  visually  enticing,  highly  functional,  and easily
managed. The company 's clients benefit from expert guidance and direction every
step of the way.

     The planned kiosk product lines feature a wide selection of  smooth-working
versions of casino games that gaming patrons know and understand, with brilliant
3D graphics,  full game speech and sound,  transaction security,  and management
reporting.  User IDs and passwords remain in a database to keep customer account
information for the benefit of both the casino patron and the operator.

     The gaming  kiosk  systems  will  feature  player  enhancements  such as an
interactive  multimedia  touch screen,  and built-in  bill acceptor  designed to
accept  almost any type of currency.  User IDs and  passwords  allow  players to
access their account at any kiosk whenever they desire.  The gaming kiosk system
will save the player's  balance,  and produce a bar-coded  receipt so the player
can claim his  winnings  to the  location  manager.  This allows the kiosk to be
accessible  24  hours  a  day,7  days  a  week.  The  games  themselves  operate
independently  within  each  kiosk,  with  transactions  controlled  through  an
internal gaming server.

     For the casino owner, the kiosks will feature fully-customizable  graphics,
allowing  branding of the  machines  for  marketing  and loyalty  purposes.  The
proprietary  software is available  separately from the cabinets,  so owners can
upgrade, add, or delete games as they desire.  Reporting tools can be customized
to suit the  casino 's needs and  control  what will be  visible  on the  gaming
terminal  reports page for various  levels of management  access.  Kiosks can be
monitored and managed anywhere  through the Internet.  Owners that have multiple
locations will be able to monitor individual  accounts,  separate locations,  or
multiple locations simultaneously.

World Gaming Online Products

     The  Internet-based  software and  electronic  commerce  software  products
licensed  to us by World  Gaming are used by  sub-licensees  to create  "virtual
casinos."  The software  package  transfers the "front end"  information  (i.e.,
playing cards, roulette wheel, dice numbers, etc.) between the user and a remote
server.  The  software  package  utilizes  each user's  computer to generate the
graphics of the virtual  casino  while the gaming  server  performs the "dealer"
function,  generating the random numbers of playing cards,  roulette numbers and
dice numbers, as applicable.

     Among other things the software contains  proprietary  encryption features,
which allow secure transmission of data. Our software generally does not require
the transmission of graphical  information  over the Internet,  which eliminates
the long waits which users of other software products  experience while graphics
are  redrawn as new hands are  dealt.  In  addition,  our  proprietary  Internet
software  package permits our  sub-licensees to offer  multi-player  games, a 3D
panoramic  virtual casino floor and Internet  browsing  features and facilitates
inter-player chatting.

     Enhanced  technology  and  networks,  and a flow of both  improved  and new
software products developed by and/or licensed from World Gaming will complement
a high level of  marketing.  This  provides the gaming  customer with the widest
diversity of gaming  experiences.  Venues offered range from currently available
casino games,  sportsbooks  and bingo,  to the live  horseracing  paramutual web
simulcasts,  international  lottery  ticket  brokerage  and other  live  webcast
events.  We  intend  to  make  this  type of  diversified  portfolio  of  gaming
experiences available to our sub-licensees and so to their customers.

EGaming Future Strategy

     EGaming no longer has a license to operate its own casino but will continue
to use the resources it has developed in order to market  turnkey gaming systems
for use by third-party  corporations.  The Company will establish  relationships
with  government  and  independent  gaming  organizations  to get its land-based
gaming  product  line  recognized,  and promote  benefits of the kiosk 's gaming
systems  in order to make it the  gaming  system of  choice  for  upgrading  and
expansion by casino operators.


                                       14
<PAGE>

     The company may also derive revenue from reselling  WorldGaming software to
parties that want to own and operate online casino web sites.

Government Gaming Licensing and Regulation and Related Risks

     Our subsidiary  EGaming  although no longer an owner and operator of online
casinos,  will resell World  Gaming,  Plc.,  online  gaming  software to various
third-party  entities,  which deploy such software for the purpose of conducting
interactive  gaming casinos utilizing the Internet.  These entities are licensed
to operate  interactive  casinos in the country where their gaming  equipment is
physically located.

     EGaming,  from its offices in Antigua,  provides consulting and maintenance
services to the site owners. . These entities operate their interactive  casinos
from servers  maintained by World Gaming through its subsidiary  Starnet Systems
and located in Antigua.

     A significant  debate exists whether the laws of any country other than the
country  where  the  computer   gaming  servers  are  physically   located  have
jurisdiction  over the  operations  of the  licensees  of  Starnet  Systems.  In
addition, a significant debate exists whether the laws of any country other than
the country  where the  computer  gaming  servers are  physically  located  have
jurisdiction  over the operations of companies,  which perform  services for the
licensees.

     Our  licensing  agreement is with World  Gaming Plc.,  which holds a gaming
license in the  Country of Antigua  and  Barbuda.  Our  licensees  each have the
responsibility  to  determine  from  which  countries  they will  accept  gaming
transactions and ensure that their own gaming license is maintained.  All of our
licensees gaming transactions are accepted on servers located in Antigua and are
governed  by the  conditions  of those  licensees  gaming  licenses.  No  gaming
transactions  are accepted or recorded by any  subsidiary  of the Company  other
than those  processed  on our  servers  located in Antigua  and  licensed by the
government of Antigua and Barbuda under our subsidiary, EGaming.

     Most countries and jurisdictions  within countries have laws or regulations
restricting gaming activities.  For example,  in the United States, the Wire Act
contains provisions that make it a crime for anyone in the business of gaming to
use an interstate or international  wire communication line to make wagers or to
transmit  information  assisting in the placing of wagers.  Other United  States
laws impacting  gaming  activities  include the Interstate Horse Racing Act, the
Interstate  Wagering  Paraphernalia  Act,  the Travel Act, the  Organized  Crime
Control Act and the Patriot Act.

     While we have been  advised  that  e-gaming  activities  of  Egaming do not
violate or are not subject to such laws and  regulations,  because there is very
little clear statutory and case law authority,  this conclusion is not free from
doubt.  We face the risk of either  civil or  criminal  proceedings  brought  by
governmental or private  litigants who disagree with our  interpretation of laws
and regulations. Because there is little guiding authority, there is a risk that
we could lose such lawsuits or actions and be subject to significant  damages or
civil or criminal  penalties  and fines.  Such  proceedings  could also  involve
substantial  litigation  expense,  diversion of the attention of key executives,
injunctions or other  prohibitions being invoked against our licensees or us and
our subsidiaries.  The uncertainty surrounding regulation of the Internet gaming
could  have a  material  adverse  effect on our  business,  revenues,  operating
results and financial condition.

     Currently, the U.S. Justice Department has taken the view that all offshore
gaming funds are tainted, because all offshore gaming is illegal. This creates a
serious disincentive for non-U.S.  banks to provide banking services to Internet
gaming operators, and thus negatively impacts our market of potential licensees.
MBNA,  Bank of America,  Chase  Manhattan  Bank and Citibank have announced that
they will decline  authorization  to Americans who try to use their credit cards
for online gaming.

     We believe  that if current  laws or any future laws become  applicable  to
activities of our licensor,  World Gaming,  or our subsidiary  that resell World
Gaming  Software,  such laws  would  have an  adverse  effect  on our  business,
revenues, operating results and financial condition


                                       15
<PAGE>

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.

     Through its  experience in marketing the Celebrity Tan booth  product,  and
through   research  into  competing   products,   Celebrity  Tan  has  developed
significant product  improvements,  which has led the Company to recently expand
its operations to include the manufacturing and development of the Celebrity Tan
UV-free mist tanning booth.

The Product and Market
----------------------

     Many people enjoy the healthy look of a beautiful  golden brown tan. In the
past there has been a market for year-round tanning within salons. However, with
increased  awareness of the  potential  of UV light to damage skin,  some people
have begun to avoid conventional tanning methods. There is also a segment of the
population  who has skin types that  resist  tanning  using  these  conventional
methods.

     Sunless  tanning creams have been developed to serve this market,  but they
are difficult to apply evenly,  and require the assistance of another person for
hard-to-reach  areas of the body. UV-free spray tanning using instant-tan booths
is the latest solution for this problem. Recent media exposure has increased the
awareness  and demand for this  service,  and tanning  studios are  increasingly
considering providing UV-free tanning to their clients. Moving into the areas of
product  development and manufacturing  gives the Company the ability to improve
upon the existing tanning booths in the market.  By ensuring that end users have
a satisfying result, the Company can ensure growth in this market, and develop a
brand with a reputation for quality results.

     Being a relatively new cosmetic tanning  service,  the target market is not
yet fully aware of the  availability  and benefits of spray  tanning.  As market
awareness increases,  we believe the demand for this service will also increase.
By  developing  and  providing a superior  product that  addresses  the needs of
salons and their customers,  Celebrity Tan has gained a distinct  advantage over
its  competitors.  Through  continuing  quality  improvements  and joint venture
arrangements,  the  Company  hopes to make its  booths  the choice of both salon
owners and instant tanners alike.

     The Company's new manufacturing division allows the Company to benefit from
the  increased  control over  quality,  production,  and delivery  times,  while
gaining from production cost savings and tax advantages.

Product and Company Advantages
------------------------------

     By  participating  in this early stage of the UV free spray tanning market,
both the  Company  and its  customers  expect to benefit  from the growth in the
industry.  The  Celebrity Tan mist tanning booth is designed to offer an upscale
atmosphere,  and has many features for spray  consistency  and  personalization,
customer comfort and safety, and ease of maintenance.  The booth makes efficient
use of the instant  tanning  product and can be installed in a small space.  The
Celebrity  Tan booth is more user  friendly,  and  easier  to  troubleshoot  and
maintain than any other booth on the market.

The Strategy
------------

     In addition to promoting the Celebrity Tan instant  tanning  booths through
its sales  representatives  across  Canada and in other  countries,  the Company
expects to embark on a direct  sales  campaign  to about  30,000  existing  spa,
esthetics,  and fitness facilities in the upcoming year. Celebrity Tan has begun
an international magazine advertising campaign in order to further promote brand
recognition.  The opening of Celebrity Tan 's manufacturing division will enable


                                       16
<PAGE>

the  Company  to  provide  superior  quality  control  while  allowing  for  the
development of  improvements  over existing  booths in this market.  The Company
will be better able to manage delivery times,  and will have the ability to ship
the booth as  components  that will maximize the  efficiency of assembly,  while
allowing the Company to coordinate  set-up and training  personnel with delivery
times.

     The  cost  reductions  and  tax  benefits  achieved  by  manufacturing  the
Celebrity  Tan booth  will  give the  Company  opportunities  to  provide  booth
purchasers with more financing options.  By increasing  affordability to salons,
we will further promote sales and corporate  branding.  Producing a product that
is recognized  for its quality will allow  Celebrity Tan more  opportunities  in
promoting the sales to  independent-run  operations.  With the knowledge  gained
through previous  experience with customers within the salon market, the Company
has the ability to provide  training for future  customers  and assist with site
development using premium store design techniques developed specifically for the
Celebrity Tan brand.

     Additional  income  potential  may be tapped  through  sales of the tanning
product to salons, and through the launch of the "Celebrity Tan " bottled lotion
for the retail market, for use when a full-body tan is not required. The Company
expects to sell this retail product at existing booth locations, and through the
Company 's existing Internet infrastructure.

     As this  industry  moves  forward we  anticipate  both salon owners and the
general  public will  recognize  Celebrity Tan as the sunless  tanning system of
choice.  The  Company  's goal is to  secure  its  position  as  Number 1 in the
industry by providing the "perfect tan ".

Customers
---------

     The  Company  maintains  long-term  relationships  with its  Celebrity  Tan
customers,  many  of  whom  are  seeking  significant  market  shares  in  their
respective locations. The Company premises its marketing strategy on its ability
to offer customers a package of services,  including product planning and design
tailored to the customers' needs, high-tech quality manufacturing,  distribution
and logistics setup and marketing strategies.

     Celebrity  Tan has a strong  in-house  manufacturing  team.  The  Company's
on-staff  equipment  designer has a 23-year  background in the use of air-driven
spraying equipment,  and has drawn upon this extensive expertise to develop what
the Company  believes is a distinctly  superior product to others in the market.
The Company's design  specialists  remain  constantly  apprised of technological
innovations in UV-free spray booth equipment. The Company's presence in both the
United  States  and its  planned  presence  in Europe  also  enable  its  design
personnel  to offer  significant  sales and  marketing  advice in both  markets.
Although  Celebrity  Tan's  products are sold under its own label and brand,  it
collaborates closely with its customers to manufacture and develop products. The
design  team  prepares  presentations  for  customers  and with  the  customer's
participation,  develops  and installs  tanning  booths that are relevant to the
customer's specific needs.  Celebrity Tan believes that the comprehensive nature
of the services it offers is a major factor in the strength of its  relationship
with its customers.


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

     Ontario Private Water Labeling Ltd. ("OPWLL"), our wholly-owned subsidiary,
specializes in bottled water distribution and sales. Through an arrangement with
an existing  water-bottling  company,  OPWLL has set up a sales and distribution
facility  through the Toronto  office of the Company.  The Company is developing
and  branding  its water  products  for global  distribution  and  sales.  These
corporate  brands,  which  include  the  "Water  Rocks " label,  are being  made
available  for both  wholesale  and  retail  consumption.  The  Company  is also
marketing a private label product for resellers who wish to carry  store-branded
water.


The Product and Market
----------------------

     People  are   increasingly   using  bottled  water  for  its  fresh  taste,
convenience,  and purity.  OPLWLL 's water is obtained  through a natural spring
located  near  Innisfil,  Ontario.  OPLWLL has a network of  connections  in the


                                       17
<PAGE>

entertainment  and food service  industries.  By retailing the corporate  brands
through  these  high-profile   connections,   the  Company  intends  to  develop
recognized brands that consumers will desire as status products.

Product and Company Advantages
------------------------------

The corporate brands,  such as "Water Rocks(TM) ", are designed to create appeal
in specific markets. By targeting markets  selectively,  the various brands will
become  recognized as the choice for their target groups.  In April 2004,  OPWLL
was granted a trademark in Canada for its product name "Water Rocks."

The Strategy
------------

     OPWLL is branding  its  exclusive  labels for a variety of target  markets.
Through  associations with the entertainment  industry,  the Company will market
its water product for sale at venues such as concerts, theatre performances, and
sporting  events,  with the ultimate  goal of making its branded  water a status
product available on the retail market. We will also approach both corporate and
retail  clients  who wish to brand  their own label of water  products  and make
custom labeling available for promotional and charity events.

Business Strategy

     Operating  within  the  lifestyle  consumables  industry,  we  developed  a
comprehensive  business  strategy designed to utilize our strengths and create a
sustainable  competitive  advantage.  The rapid  development of the Internet has
created  opportunities  to develop  new,  efficient  and secure  ways to deliver
business opportunity  information and life-enhancing  products to customers.  We
intend to expand our market  share of the  UV-free  tanning  market,  the spring
water private-labeling and branding market and become a leader in the land-based
gaming industry.

Initially, we will derive our revenue from the following sources:

o    Manufacture  and sale of UV-free  spray  tanning  booths to  customers  and
     partners;
o    Sale of tanning supplies to tanning booth purchasers;
o    Sale and private labeling of bottled water;
o    Provision  of  marketing  services,   support  maintenance  and  consulting
     services to customers;
o    Sale of gaming kiosk systems to land-based casino owners;

Specifically, our key strategic objectives are to:

o    Expand and continually improve our sale of UV-free spray tanning booths;
o    Develop an integrated network of UV-free spray tanning booth locations;

o    Develop our role as a leading  provider  of UV-free  spray  tanning  booth,
     tanning services and related products;
o    Expand geographically to other markets; and
o    Selectively  pursue  opportunities  that allow us to leverage our marketing
     and sale competencies into other market segments.

We will  employ a variety of  strategies  to  achieve  these  objectives.  These
strategies include:

o    Rapidly expanding our presence through our Internet web site;
o    Obtaining  rapid sales and increasing  market  penetration via the in-house
     manufacture  and  delivery  of  our  UV-free  spray  tanning  booths  at  a
     substantial  discount  from the cost of  purchasing  them from  third-party
     manufacturers;
o    Development and promotion of a solid marketable brand image;
o    Promoting our brand name and driving sales by combining traditional offline
     strategies,  including  public  relations and print,  with online marketing
     vehicles;
o    Negotiating  strategic  partnerships  with relevant  partners and expanding
     into foreign markets; and


                                       18
<PAGE>

o    Accessing our customer base to generate a rapidly  growing and  potentially
     fertile source for marketing and promotional activities.

Sales and Marketing

     The  Company  customizes  its sales and  marketing  strategy  according  to
individual  customers'  geographic regions and based on the market segment.  For
example,  through Ontario Private Water Limited, the Company intends to approach
corporate  and retail  entities that wish to insert their own labels and use the
water as promotional or marketing  tools.  Additionally,  the Company intends to
market  its own  line of  bottled  spring  water to sell at  concerts,  sporting
events, and other venues.

     With respect to Celebrity Tan, the Company has set up show-room  facilities
and  intends to set up more  show-room  type  facilities  to provide a model for
potential customers to experience the UV-free tanning process first hand.

     The Company employs experienced personnel who maintain ongoing contact with
its customers and respond to customers' needs promptly and effectively.

WebStar Internet Solutions Inc.
-------------------------------

WebStar  Internet  Solutions  Inc.  ("WebStar"),  our  wholly-owned  subsidiary,
delivers  revolutionary  online  payment  solutions for  companies  that wish to
accept payments through the Internet for  entertainment,  products and services.
The payment  solution is unique in its  provision of a secure  "pay- in",  "pay-
out" system integrated directly to online businesses, utilizing debit and credit
card platforms.  The WebStar system provides an  international  solution because
its potential to provide a  multicurrency  system  utilizing tier one banks.  It
virtually  eliminates  decline  transactions and charge-backs which have limited
the ease of online  payments to date,  particularly  in the very popular  gaming
industry.

The Product and Market
----------------------

Webstar  will be  operating  its  payment  platform  under  the  Trademark  name
"FocusKard."  FocusKard is a complete payment solution  utilizing  international
banking  agreements and with our  proprietary  e-wallet.  Our product will allow
persons to have an international  prepaid loadable credit card. This card can be
accepted  at any  web  based  business  approved  by  FocusKard  as  well as any
land-based merchant accepting the VISA brand.

Product and Company Advantages
------------------------------

The advantages of our product  include the ability for merchants to guarantee no
charge-backs  on high  risk  transactions  as well as to make  payouts  to their
customers  for  incentive and loyalty  purposes  etc.  Advantages  for end- user
customers include guaranteed payment acceptance by all approved merchants. Other
advantages  include the  ability  for a customer  to have a credit card  without
having a bank account or credit history.

Business Strategy

FocusKard  will  initially be  introduced  and  implemented  in the  marketplace
through  numerous  vendors within the online gaming industry and other web-based
industries such as online pharmacies. Our non-gaming applications will initially
focus on international payroll and repatriation of monies.


                                       19
<PAGE>

C. Organizational Structure


                         OXFORD INVESTMENTS HOLDINGS INC
                               --------------------
                                        |
                                        |
         ------------------------------------------------------------
         |                   |                 |                    |
         |                   |                 |                    |
----------------------   --------------   --------------     --------------
INTERNATIONAL EGAMING     CELEBRITY TAN,  ONTARIO PRIVATE    WEBSTAR INTERNET
DEVELOPERS, INC. (100%)   INC. (100%)     WATER LABELLING,   SOLUTIONS INC.
                                          LTD. 100%)         (100%)
----------------------   --------------   --------------     --------------



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 registered  office and principal
executive offices of our Antigua  subsidiary are located at No. 6 Temple Street,
St.  John's,  Antigua,  at our Antigua  counsel's  office,  without any lease or
charge.

     We lease  2000  square  feet of office  space at 1033 Toy  Avenue,  Unit 2,
Pickering, Ontario, Canada from an unaffiliated party. The office space provides
us with the necessary  office and  development  space.  The term of the lease is
three years beginning December 1, 2003, with rent of $1,443 per month. .

     We occupy the office  space at No. 6 Temple  Street,  St.  John's  Antigua,
without lease or charge, from our Antigua counsel.  The office space provides us
with the necessary office and development space.

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.


                                       20
<PAGE>

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

Sources of Revenue

     Our  product  revenue  consists  of UV  free  Tanning  Booths  and  related
supplies, bottled water and bottled water private labeling, software sub-license
fees and web site  customization  fees. Our services  revenue  includes  amounts
derived  from  hosting  fees,  royalties  and revenue  sharing  arrangements  on
e-commerce transactions.

Revenue Recognition

     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.

     Pursuant  to our  agreement  with World  Gaming,  we are  required to pay a
monthly royalty fee of 20% based on net monthly revenues.

Current Sources Of Revenue

     UV-Free Tanning Booths and Related Products

     We manufacture and sell UV-Free Tanning Booths and related  supplies to our
customers.  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.

     Spring Water

     We provide  private  labeling and sell spring water.  Revenue is recognized
upon the sale and delivery of the water to a customer.

     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.

     Web Site Customization Fees and Hosting Fees

     Our existing customers require us, and our potential  customers may require
us to customize, host and manage the server infrastructure and software platform
as part of the  purchase  of an  e-gaming  web  site.  Revenues  from  web  site
customization  fees are recognized as sold to third parties.  We provide hosting
service for a monthly fee. The web hosting fees are deferred and recognized over
a twelve-month  period.  Revenue from the sale of software  sub-licenses  to our
related reseller is recognized upon sell through to the unrelated third parties.

     Royalties/Marketing

     We earn monthly royalties and advertising  revenue from casino  operations.
Revenue from casino  operations,  marketing and royalties are recognized monthly
as earned.


                                       21
<PAGE>

     A. Operating Results

     The following is management's  discussion and analysis of the our financial
condition and results of its  operations for the fiscal years ended December 31,
2003,  2004 and 2005.  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, 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 8% from the prior  year and
e-gaming  royalties  accounted  for 66% of revenue,  an increase of 11% 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 $8716 or 0.02% 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 $8549.

     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 used
$9,416 to repay loans made to the Company from related parties.

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


                                       22
<PAGE>

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

     Revenues
     --------

     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 ($134,944),  casino operations  ($204,559),  bottled
spring water ($1200) 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
($81,621).

     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.

Fiscal Year Ended December  31, 2003
------------------------------------

     Revenues
     --------

     For the fiscal  year ended  December  31,  2003,  we reported a net loss of
$331,127 or $0.02 per share.  Revenues amounted to $439,157 of which $58,534 was
from the sale of UV-Free  Tanning Booths and related  supplies,  $0 was from the


                                       23
<PAGE>

sale of spring water, $ 96,600 was from the sale of software licenses and casino
operations,  $11,419 was from  advertising  and  marketing and $272,604 was from
royalties from e-gaming activities.

     Our  revenue  increased  by 47% over the  comparable  period from the prior
year. The increase in revenue was mainly due to the Company's  entering into the
UV-Free Tanning business and to a lesser extent spring water branding and sales.
Sales from tanning booths and related products  accounted for 13% of our revenue
and spring water branding and sales accounted for 0% of revenue.

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

     Cost of revenues  amounted to $321,388 from $70,752 an increase of $250,636
or 354% 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 ($41,067),  casino operations  ($209,345) and gaming
license expenses ($70,976).

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

     Selling,  general and administrative  expense ("SG&A") amounted to $428,687
from  $641,249,  a decrease  of  $212,562 or 33% and  consisted  principally  of
payroll  ($74,854),  advertising  and  marketing  ($49,614),  professional  fees
(comprised  of  accounting,   audit  and  legal)   ($73,906),   consulting  fees
($127,061),  rent ($38,086)  other  administrative  and  communication  expenses
($67,227).

     SG&A expenses were due to our entry into the UV-free tanning and the spring
water branding business,  increased  corporate activity,  business  development,
promotion  and  marketing.  SG&A  decreased  significantly  because  decrease in
consulting expenses and the professional  accounting and legal expenses that was
attributable  to our efforts to register as a public company with the Securities
& Exchange Commission.

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

     At December  31,  2003,  the Company had total  current  assets of $147,517
consisting  of cash and cash  equivalents  of  $11,746,  inventory  of  $43,977,
receivables of $3,721 and prepaid expenses of $88,073.

     Operations  provided  $1,369 for the fiscal year ended  December  31, 2003.
Funds used in operations  primarily  relate to the Company's  expansion into new
market.

     Investing  activities  used $1,684 for the fiscal year ended  December  31,
2003. Funds used in investing activities consisted of purchases of equipment and
software.

     Financing  activities  provided $187,727 for the fiscal year ended December
31, 2003.  Funds provided by financing  activities were from the sale of 796,500
shares of common  stock.  The  Company  used  $63,345 to repay loans made to the
Company from related parties.

     We had no long-term debt at December 31, 2003.

     B. Liquidity and Capital Resources

     The Company will require additional liquidity over the next 12 months. Even
though the Company partially funds its operations through revenues from the sale
of its  products,  the Company  will also  require  both  internal  and external
sources of liquidity.

     To provide working capital for its operations and project development,  the
Company  may 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


                                       24
<PAGE>

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, 2006,  the Company  believes  that it will
need  approximately  CAD$360,000  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 2006  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 2006,  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.

     On  January  25,  2001,  the  Company  entered  into a  software  licensing
agreement   with  World   Gaming  and  also  paid  World   Gaming  a   one-time,
non-refundable  software development fee for its own virtual casino. Pursuant to
the  agreement  with World  Gaming,  the  Company is  required  to pay a monthly
royalty fee of 20% based on net monthly  revenues.  According to the  agreement,
15% of the  net  monthly  casino  revenues  must be  spent  on  advertising  and
marketing  per month.  The term of the  license  agreement  is for one year with
automatic  one-year  extensions.  The license allows the Company to resell World
Gaming software.

     In January,  2004 the Company's  subsidiary Ontario Private Water Labelling
Limited  was  granted  a  trademark  in  Canada  for  its  product  name  "Water
Rocks(TM)."

     In the fiscal  years2005,  2004,  2003,  2002 and 2001, the Company did not
have any research, development or patent expenses.


     D. 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 online  gaming  transactions  globally and the
market audience for our UV free tanning and spring water distribution 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.

     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
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.


                                       25
<PAGE>

     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
lifestyle  enrichment and consumables  market,  including gaming activities,  UV
free tanning  services and products and spring water branding,  distribution and
sales.  Specifically,  we believe  that our UV-free  tanning  booths and product
sales will increase as our brand name becomes more  entrenched in the market and
as we focus on developing more partner distribution  channels.  In addition,  we
anticipate  that our gaming  purchases and activity will continue to increase as
we focus on  providing a wide  variety of gaming  opportunities.  We expect such
increases to occur primarily as a result of a marketing plan and the development
of relationships with various land-based casinos. We expect to grow sales of our
Water  Rocks(TM)  through  associations  with the  entertainment  industry.  The
Company  will  market its water  product  for sale at venues  such as  concerts,
theatre performances,  and sporting events, with the ultimate goal of making its
branded water a status product available on the retail market.

     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 positive cash flow.

     We are  projecting  positive cash flow for the fiscal year ending  December
31, 2006, but anticipate increased expenses.  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 three  lines of  business  through
expanding  our customer  base and  improving  functionalities  based on customer
needs,  requests and  requirements.  In the event that we target an  appropriate
acquisition or licensing candidate,  which we currently have not, we may require
additional funding to consummate such a relationship.

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


                                       26
<PAGE>
<TABLE>
<CAPTION>

Item 6.   Directors, Senior Management and Employees

A. Directors and senior management.  Set forth below are particulars  respecting
our sole  director  and  officer  as of  December  31,  2005,  and his  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


     Michael Donaghy,  President.  Mr. Donaghy,  age 42, has been our President,
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.

     B. Compensation.  Mr. Donaghy received a salary of $6,800 during the fiscal
period ended  December 31, 2000,  $78,500 for the fiscal year ended December 31,
2001,  $125,000 for the fiscal years ended December 31, 2002, December 31, 2003,
December 31, 2004 and December 31, 2005,  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>       <C>           <C>            <C>          <C>          <C>        <C>
Michael Donaghy        2005      $125,000           -            -             -          -            -
Director and
President & Chief      2004      $125,000           -            -             -          -            -
Executive Officer
                       2003      $125,000           -            -             -          -            -
</TABLE>


     C.  Board  Practices.  While not  required,  the  Company's  director  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.
With only one director on the Board, the Company does not have separate audit or
compensation committees.


                                       27
<PAGE>

     D. Employees. As of December 31, 2005, we had a total of five (5) employees
(four (4) full-time  and one (1)  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 25,
2006.  As of December  31,  2005 there were  21,874,350  shares of common  stock
outstanding.


Name and Address of     Position with the         Number of Shares
Beneficial Owner (1)    Company                   Owned              Percent
--------------------    -------                   -----              -------
Michael Donaghy (2)     Chief Executive Officer    8,300,000         37.94%






CEDE & Co.              N/A                       13,288,762         60.75%
P.O. Box 222
Bowling Green Station
New York, NY 10274




All Officers and                                   8,300,000         37.94%
Directors as a Group
(1 Person)



(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.

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.

     B. Related party transactions.

     As of June 15, 2006, the Company owed officers,  directors and stockholders
$387,637,  $540,923 and $544,447,  respectively,  for cash advances,  consulting
fees and expenses  paid on behalf of the Company.  These related party loans are
uncollateralized,  non-interest  bearing and due on demand.  The loan payable to
the director in the amount of $162,702  bears interest at a rate of five percent
(5%) per annum.

     Approximately 33% of the Company's Egaming customers are represented by one
entity,  which is owned and  operated  by a  stockholder  of the  Company.  This
related party currently has no accounts  receivables included in these financial


                                       28
<PAGE>

statements  but had  $497,000 of the  contracts in place in 2001.  In 2002,  the
majority of the casino websites were closed down or taken over by the Company.

     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.


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 except as follows:

     In November  2004,  3084735 Nova Scotia  Limited,  a corporation  organized
under the laws of Nova  Scotia,  Canada  filed an action  against Mega Sun Inc.,
Celebrity Tan Inc. and Ray Zinck 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  Ray  Zinck,  an  independent
salesperson.  The action seeks  damages in the amount of the  purchase  price of
approximately  US$30,000.00,  plus  interest  and costs.  Celebrity  Tan filed a
timely defense in response to the claim denying all allegations in the complaint
and also filed a cross  complaint  against Mega Sun Inc. The action is currently
in the pretrial stage and has been inactive for the past year.  While  Celebrity
Tan will  vigorously  defend this matter,  the outcome of the  litigation is not
certain at this time.

     In June 2005,  the Company and Michael  Donaghy  entered  into a settlement
agreement  and  undertaking  with  the  Alberta  Securities  Commission.  In the
agreement,  the Company and Mr. Donaghy acknowledged that they breached sections
75(1)(a) and 110(1) of the Securities  Act,  R.S.A.  2000, c. S-4 (the "Act") in
connection with an alleged illegal distribution of the securities of the Company
by an independent  consultant  hired by the Company to sell its securities.  The
Company and Mr. Donaghy relied on the accredited  investor  exemption of the Act
to  distribute  the shares of the Company and also relied upon the expertise and
experience of the sales  consultant  with which the Company had  contracted.  As
part of the  settlement,  the  Company  agreed to pay the  Commission  Forty Two
Thousand  dollars  ($42,000)  and Mr.  Donaghy  agreed  that all the  exemptions
contained in the Alberta  Securities Act will not apply to him for two (2) years
from the date of the  agreement,  except that he may trade in securities for his
personal account through an agent that is a registered dealer.

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.


                                       29
<PAGE>

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 as of December 31, 2005,  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 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
2006 (through June 27, 2006)          $0.43                       $0.04
May                                   $0.13                       $0.13
April                                 $0.17                       $0.15
March                                 $0.08                       $0.08
February                              $0.10                       $0.04
January                               $0.06                       $0.06
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 27,
2006 was $0.23.

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.


                                       30
<PAGE>

     On  January  25,  2001,  the  Company  entered  into a  software  licensing
agreement   with  World   Gaming  and  also  paid  World   Gaming  a   one-time,
non-refundable  software development fee of $100,000 for its own virtual casino.
Pursuant to the agreement  with World  Gaming,  the Company is required to pay a
monthly  royalty  fee of 20% based on net  monthly  revenues.  According  to the
agreement,  a minimum of 15% of the previous month's net monthly casino revenues
must be spent on  advertising  and marketing per month.  The term of the license
agreement is for one year with automatic  indefinite  one-year  extensions.  The
World Gaming license allows the Company to assign sub-licenses.


     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 30th
2008.  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 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


                                       31
<PAGE>

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  for  1999,  2000 and  2001,  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

     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,


                                       32
<PAGE>

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
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


                                       33
<PAGE>

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
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.


                                       34
<PAGE>

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 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.


                                       35
<PAGE>

     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 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,  2005 and does not  believe  that it will be a PFIC for the fiscal
year ending  December 31, 2006.  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.


                                       36
<PAGE>

G. Statements by experts.

     Not Applicable

H. Documents on display.

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

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 15.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

     Based on the evaluation of the Company's disclosure controls and procedures
in the 90 days prior to the date of this report,  the Company's  chief executive
officer/  chief  financial   officer  has  determined  that  such  controls  and
procedures were reasonably  designed to ensure that  information  required to be
disclosed  by the Company in reports it files or submits  under the Exchange Act
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the rules and forms of the Securities and Exchange Commission.

     There  are  inherent  limitations  to the  effectiveness  of any  system of
disclosure controls and procedures, including the possibility of human error and
the  circumvention  or overriding of such controls and procedures.  Accordingly,
even effective  disclosure  controls and procedures can only provide  reasonable
assurance of achieving their control objectives.

Changes in Internal Controls

     No significant change has occurred in the Company's internal controls or in
other factors since the date of the evaluation that could  significantly  affect
these  controls,  nor have  there been any  corrective  actions  with  regard to
significant  deficiencies  and material  weaknesses  in the  Company's  internal
controls.


                                       37
<PAGE>

Item 16A. Audit Committee Financial Expert

     Since  the  Company  has only one  member on its  Board of  Directors,  the
Company  does not yet have an audit  committee  and  therefore  does not have an
"audit  committee  financial  expert."  The Board is  currently  endeavoring  to
increase the members of its Board and establish an audit  committee  with such a
candidate and intends to as soon as an appropriate individual is found.

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 Williams and Webster,  P.S.  during
the last two fiscal years:



                                  2004                 2005

Audit fees                     $16,691.00           $7,300.00
Other Fees                        -0-                  -0-
Total                          ==========           =========


     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 does not yet have an audit committee,  the Board approves
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.


                                       38
<PAGE>

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

Auditors' Report      .......................................................F-1
Consolidated Balance Sheet as at December 31, 2003, December 31, 2004
 and December 31, 2005 ......................................................F-3
Consolidated Statements of Operations for the years ended December 31,
 2003December 31, 2004 and December 31, 2005.................................F-4
Statement of Stockholders Equity for the year ended, December 31, 2003
 December 31, 2004 and December 31, 2005.....................................F-5
Consolidated Statements of Cash Flows for the year ended
 December 31, 2003, December 31, 2004 and December 31, 2005 .................F-6
Notes to Consolidated Financial Statements...................................F-7















                                       39
<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

                                                                          Page
Exhibit No.   Description                                                 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...........................................
   8.1        List of Subsidiaries.............................................*
  23.1        Consent of Danziger & Hochman., Chartered Accountants...........
  99.1        Certificate of Chief Executive Officer pursuant to Section
                906 of the Sarbanes-Oxley Act of 2002.........................44
  99.2        Certificate of Chief Financial Officer pursuant to Section
                906 of the Sarbanes-Oxley Act of 2002.........................45


     * 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.


     Financial Statement Schedules

          None.





                                       40
<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: June 29, 2006                         By: /S/Michael Donaghy
                                                --------------------------------
                                                Michael Donaghy, President/Chief
                                                Executive Officer




















                                       41
<PAGE>

        Certification by Chief Executive Officer Pursuant to Section 302
                       of the Sarbanes-Oxley Act of 2002


I, Michael Donaghy, certify that:

1.   I have  reviewed  this  Annual  Report on Form  20-F of Oxford  Investments
     Holdings Inc. (the "Registrant");

2.   Based on my  knowledge,  this  Annual  Report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this Annual Report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this Annual Report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this Annual Report;

4.   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to the a  Registrant,  including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this Annual Report
          is being prepared;

     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this Annual Report (the "Evaluation Date"); and

     c)   presented   in  this   Annual   Report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls which could  adversely a affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

6.   The  Registrant's  other  certifying  officers and I have indicated in this
     Annual  Report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


By:    /S/ Michael Donaghy
      -----------------------
      Michael Donaghy
      Chief Executive Officer

Date: June 29, 2006


                                       42
<PAGE>

        Certification by Chief Financial Officer Pursuant to Section 302
                       of the Sarbanes-Oxley Act of 2002


I, Michael Donaghy, certify that:

1.   I have  reviewed  this  Annual  Report on Form  20-F of Oxford  Investments
     Holdings Inc. (the "Registrant");

2.   Based on my  knowledge,  this  Annual  Report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this Annual Report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this Annual Report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this Annual Report;

4.   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to the a  Registrant,  including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this Annual Report
          is being prepared;

     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this Annual Report (the "Evaluation Date"); and

     c)   presented   in  this   Annual   Report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls which could  adversely a affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

6.   The  Registrant's  other  certifying  officers and I have indicated in this
     Annual  Report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



By:     /S/ Michael Donaghy
       -----------------------
       Michael Donaghy
       Chief Financial Officer

Date:  June 29, 2006


                                       43
<PAGE>

                        OXFORD INVESTMENTS HOLDINGS INC.
                        Consolidated Financial Statements
                                December 31, 2005



















<PAGE>

                        OXFORD INVESTMENTS HOLDINGS INC.

                                      INDEX

                                December 31, 2005

                                                                            PAGE


2005 REPORT OF INDEPENDENT REGISTERED PUBLIC
   ACCOUNTING FIRM                                                           F-1

2004 REPORT OF INDEPENDENT REGISTERED PUBLIC
   ACCOUNTING FIRM                                                           F-2

CONSOLIDATED FINANCIAL STATEMENTS

      Consolidated Balance Sheets - Statement I                              F-3

      Consolidated Statements of Operations - Statement II                   F-4

      Consolidated Statements of Shareholders' Equity - Statement III        F-5

      Consolidated Statements of Cash Flows - Statement IV                   F-6


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          F-7 - 23











<PAGE>

                        REPORT OF INDEPENDENT REGISTERED
                             PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of:
OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)

We  have  audited  the  accompanying   consolidated  balance  sheets  of  OXFORD
INVESTMENTS  HOLDINGS  INC.  as  at  December  31,  2005  and  the  consolidated
statements of operations,  shareholders' equity 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. The Company's consolidated
financial statements for the years ended December 31, 2004 and 2003 were audited
by other auditors whose report dated September 29, 2005 expressed an unqualified
opinion of those financial statements.

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  consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  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, 2005
and the results of its  operations and their cash flows for the year then ended,
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue as a going concern.  As more fully discussed in note 2
to the consolidated  financial  statements,  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 consolidated financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


Toronto, Ontario
June 22, 2006                                              Chartered Accountants


                                                                             F-1
<PAGE>

Board of Directors
Oxford Investments Holdings Inc.
North York, Ontario
CANADA

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying  balance sheet of Oxford  Investments  Holdings
Inc., formerly Oxford Software  Developers Inc., (an Ontario  corporation) as of
December 31, 2004 and 2003,  and the related  statements of operations and other
comprehensive  income (loss),  stockholders' equity and cash flows for the years
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  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 the audit to obtain reasonable assurance about whether the 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  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Oxford  Investments  Holdings
Inc., as of December 31, 2004 and 2003, and the related statements of operations
and other comprehensive  income (loss),  stockholders' equity 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 that the
Company  will  continue  as a  going  concern.  As  discussed  in  note 2 to the
financial  statements,  the Company has generated  insufficient revenue to cover
expenses and therefore has suffered  recurring losses from operations  resulting
in an accumulated deficit of $3,438,087,  at December 31, 2004. These conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's  plans regarding this issue are also discussed in Note 2.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

/s/ Williams & Webster, P.S.

Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
September 29, 2005


                                                                             F-2
<PAGE>
<TABLE>
<CAPTION>

OXFORD INVESTMENTS HOLDINGS INC.                                                 Statement I
(Formerly Oxford Software Developers, Inc.)
Consolidated Balance Sheets
As at December 31, 2005
--------------------------------------------------------------------------------------------

                                                       2005           2004           2003
------------------------------------------------   -----------    -----------    -----------
<S>                                                <C>            <C>            <C>
ASSETS
    CURRENT
        Cash                                       $      --      $    28,553    $    11,745
        Accounts receivable (note 5)                    32,587        159,179          1,306
        Inventory                                       17,154         80,941         43,977
        Prepaid expenses and deposits                    8,549         17,422         90,488
------------------------------------------------   -----------    -----------    -----------

                                                        58,290        286,095        147,516
    Other
        Property and equipment (note 7)                  4,437          6,788          9,793
------------------------------------------------   -----------    -----------    -----------

                                                   $    62,727    $   292,883    $   157,309
------------------------------------------------   -----------    -----------    -----------


LIABILITIES
    CURRENT
        Bank indebtedness                          $    13,697    $      --      $      --
        Bank loan (note 8)                              37,167           --             --
        Accounts payable and accrued liabilities       943,753        719,228        562,933
        Loan payable (note 11)                         162,702           --             --
        Note payable (note 9)                             --             --           19,318
        Loans payable (note 10)                        387,637        540,923        544,447
------------------------------------------------   -----------    -----------    -----------

                                                     1,544,956      1,260,151      1,126,698
------------------------------------------------   -----------    -----------    -----------


SHAREHOLDERS' EQUITY
    COMMON STOCK (note 14)                           2,813,557      2,805,652      2,581,164
    ACCUMULATED DEFICIT                             (3,909,395)    (3,438,087)    (3,298,719)
    ACCUMULATED OTHER COMPREHENSIVE
        LOSS                                          (386,391)      (334,833)      (251,834)
------------------------------------------------   -----------    -----------    -----------

                                                    (1,482,229)      (967,268)      (969,389)
------------------------------------------------   -----------    -----------    -----------

                                                   $    62,727    $   292,883    $   157,309
------------------------------------------------   -----------    -----------    -----------
</TABLE>

Commitments and contingent liabilities (note 18)
__________________________, Director


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


                                                                             F-3
<PAGE>
<TABLE>
<CAPTION>

OXFORD INVESTMENTS HOLDINGS INC.                                               Statement II
(Formerly Oxford Software Developers, Inc.)
Consolidated Statements of Operations
For The Year Ended December 31, 2005
-------------------------------------------------------------------------------------------
                                                   2005            2004            2003
--------------------------------------------   ------------    ------------    ------------
<S>                                            <C>             <C>             <C>
REVENUES
    Licenses                                   $       --      $       --      $     96,600
    Services                                        107,641         395,933         284,023
    Product                                          56,248         296,136          58,534
--------------------------------------------   ------------    ------------    ------------
                                                    163,889         692,069         439,157
--------------------------------------------   ------------    ------------    ------------

COST OF REVENUES
    Licenses                                         40,641           9,549          70,976
    Services                                         26,644         204,559         209,345
    Product                                          74,138         136,143          41,067
--------------------------------------------   ------------    ------------    ------------
                                                    141,423         350,251         321,388
--------------------------------------------   ------------    ------------    ------------
GROSS PROFIT                                         22,466         341,818         117,769
--------------------------------------------   ------------    ------------    ------------
SELLING EXPENSES
    Advertising and marketing                         8,146          43,958          49,614
    Commissions and subcontracts                      5,282          34,252            --
    Consulting                                       34,263          33,579           7,115
    Communications                                   26,183          12,545          14,399
    Travel                                            4,986          16,742           4,044
--------------------------------------------   ------------    ------------    ------------
                                                     78,860         141,076          75,172
--------------------------------------------   ------------    ------------    ------------

GENERAL AND ADMINISTRATIVE EXPENSES
    Bad debts                                        82,600           1,166            --
    Consulting                                      136,884         161,190         119,946
    Depreciation                                      2,477           3,465           2,504
    General and office                               10,692           1,769          44,219
    Professional fees                                58,227          93,660          73,906
    Rent                                             50,968          46,128          38,086
    Telephone                                         7,074            --              --
    Wages and benefits                               45,713          33,757          74,854
--------------------------------------------   ------------    ------------    ------------
                                                    394,635         341,135         353,515
--------------------------------------------   ------------    ------------    ------------
LOSS FROM OPERATIONS                               (451,029)       (140,393)       (310,918)
OTHER INCOME (EXPENSES)
    Interest expense                                (20,279)        (16,303)        (20,209)
    Debt forgiveness                                   --            17,328            --
--------------------------------------------   ------------    ------------    ------------
LOSS BEFORE INCOME TAXES                           (471,308)       (139,368)       (331,127)
PROVISION FOR INCOME TAXES                             --              --              --
--------------------------------------------   ------------    ------------    ------------
NET LOSS FOR THE YEAR                              (471,308)       (139,368)       (331,127)
OTHER COMPREHENSIVE GAIN (LOSS)
    Foreign currency translation gain (loss)        (51,558)        (82,999)       (174,567)
--------------------------------------------   ------------    ------------    ------------
COMPREHENSIVE LOSS                             $   (522,866)   $   (222,367)   $   (505,694)
--------------------------------------------   ------------    ------------    ------------
BASIC AND DILUTED NET LOSS PER
    COMMON SHARE                               $      (0.02)   $      (0.01)   $      (0.02)
--------------------------------------------   ------------    ------------    ------------
WEIGHTED AVERAGE NUMBER OF BASIC AND
    DILUTED COMMON SHARES OUTSTANDING            21,765,254      20,958,721      20,018,107
--------------------------------------------   ------------    ------------    ------------
</TABLE>

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


                                      F-4
<PAGE>
<TABLE>
<CAPTION>

OXFORD INVESTMENTS HOLDINGS INC.                                                                         Statement III
(Formerly Oxford Software Developers, Inc.)
Consolidated Statements of Shareholders' Equity (Deficit)
For The Year Ended December 31, 2005
----------------------------------------------------------------------------------------------------------------------
                                                                        Accumulated
                                     Common Stock                          Other
                                         Number                        Comprehensive     Accumulated
                                       of Shares          Amount        Income/Loss       (Deficit)          Total
----------------------------------   -------------    -------------    -------------    -------------    -------------
<S>                                  <C>              <C>              <C>              <C>              <C>
Balance, January 1, 2003                19,770,100        2,321,614    $     (77,267)   $  (2,967,592)   $    (723,245)

Stock issued for approximately
    $0.77 per share, $615,455 less
    expenses of $355,905                   796,500          259,550             --               --            259,550

Other comprehensive loss                      --               --           (174,567)            --           (174,567)

Net loss for the year
                                              --               --               --           (331,127)        (331,127)
----------------------------------   -------------    -------------    -------------    -------------    -------------

Balance, December 31, 2003              20,566,600        2,581,164         (251,834)      (3,298,719)        (969,389)

Stock issued for approximately
    $0.47 per share, $445,684;
    less expenses of $220,927              952,750          232,791             --               --            232,791

    Shares cancelled                       (10,000)          (8,303)            --               --             (8,303)
Other comprehensive loss                      --               --            (82,999)            --            (82,999)
Net loss for the year                         --               --               --           (139,368)        (139,368)
----------------------------------   -------------    -------------    -------------    -------------    -------------

Balance, December 31, 2004              21,509,350        2,805,652         (334,833)      (3,438,087)        (967,268)

Stock issued for approximately
    $0.05 per share, $19,809
    less expenses of $11,904               365,000            7,905             --               --              7,905
Other comprehensive loss                      --               --            (51,558)            --            (51,558)

Net loss for the year                         --               --               --           (471,308)        (471,308)
----------------------------------   -------------    -------------    -------------    -------------    -------------

Balance, December 31, 2005              21,874,350    $   2,813,557    $    (386,391)   $  (3,909,395)   $  (1,482,229)
----------------------------------   -------------    -------------    -------------    -------------    -------------
</TABLE>











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


                                                                             F-5
<PAGE>
<TABLE>
<CAPTION>

OXFORD INVESTMENTS HOLDINGS INC.                                                Statement IV
(Formerly Oxford Software Developers, Inc.)
Consolidated Statements of Cash Flows
For The Year Ended December 31, 2005
--------------------------------------------------------------------------------------------
                                                            2005         2004         2003
------------------------------------------------------   ---------    ---------    ---------
<S>                                                      <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss for the year                                $(471,308)   $(139,368)   $(331,127)
    Adjustments to reconcile net loss to net cash used
        by operating activities
            Depreciation                                     2,477        3,465        2,504
            Debt forgiveness                                  --        (17,328)        --
    Change in assets and liabilities
        Accounts receivable                                126,592     (157,873)      14,487
        Prepaid expenses and deposits                        8,873       73,066      (58,672)
        Inventory                                           63,787      (36,964)     (43,977)
        Accounts payable and accrued liabilities           224,525      147,695      222,799
        Notes payable                                         --           --          3,458
        Payable to related party                              --           --        191,897
------------------------------------------------------   ---------    ---------    ---------

Net cash used by operating activities                      (45,054)    (127,307)       1,369
------------------------------------------------------   ---------    ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of equipment                                     --           --         (1,542)
    Purchase of software                                      --           --           (142)
------------------------------------------------------   ---------    ---------    ---------

Net cash used by investing activities                         --           --         (1,684)
------------------------------------------------------   ---------    ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
    Advances from bank loan                                 37,167         --           --
    Payment of note payable                                   --         (1,990)        --
    Cheques written in excess of common stock                 --          8,600       (8,478)
    Proceeds from sales of common stock, net                 7,905      232,791      259,550
    Shares cancelled                                          --         (8,308)        --
    Payments on related party loans                          9,416       (3,522)     (63,345)
------------------------------------------------------   ---------    ---------    ---------

Net cash provided by financing activities                   54,488      227,571      187,727
------------------------------------------------------   ---------    ---------    ---------

NET INCREASE IN CASH                                         9,434      100,264      187,412
FOREIGN CURRENCY TRANSLATION GAIN (LOSS)                   (51,684)     (83,456)    (176,304)
CASH, BEGINNING OF THE YEAR                                 28,553       11,745          637
------------------------------------------------------   ---------    ---------    ---------

CASH (BANK INDEBTEDNESS), END OF THE YEAR                $ (13,697)   $  28,553    $  11,745
------------------------------------------------------   ---------    ---------    ---------
Supplemental cash flow disclosures
    Income taxes paid                                    $    --      $    --      $    --
    Interest paid                                        $  14,853    $    --      $    --
Non-cash investing and financing activities
    Stock issued in exchange for assets                  $    --      $    --      $    --
    Stock issued in payment of expense                   $    --      $    --      $    --
    Stock subscriptions paid by customer deposits        $    --      $    --      $    --
    Stock issued for subscriptions                       $    --      $    --      $    --
</TABLE>


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


                                                                             F-6
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------


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

     Oxford  Investments   Holdings  Inc.  (formerly,   International   E-Gaming
     Developers  Ltd.)(hereinafter  "the Company") was  originally  incorporated
     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.

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 consolidated  financial  statements are prepared in United
     States dollars.

     Basis of Preparation

     The  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. The  consolidated  entities will hereinafter be referred to
     as "the Company". All significant  inter-company  transactions and balances
     have been eliminated upon consolidation.

     Going Concern

     These  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 in the
     period and there is negative  working  capital.  The  Company's  ability to
     realize its assets and  discharge its  liabilities  in the normal course of
     business is  dependent  upon  continued  support.  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  cause  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 going concern basis.


                                                                             F-7
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------


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

     Fair Value of Financial Instruments

     The  Company's  estimate  of the fair  value of  cash,  bank  indebtedness,
     accounts  receivable,  accounts  payable  and  accrued  liabilities,  loans
     payable and bank loan approximates their carrying value.

     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.

     Property and Equipment

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

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

     Comprehensive Income

     The Company has adopted  SFAS No. 130,  "Reporting  Comprehensive  Income",
     which  establishes  standards for  reporting  and display of  comprehensive
     income, its components and accumulated  balances.  Comprehensive  income is
     defined to  include  all  changes in equity  except  those  resulting  from
     investments by owners 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. Comprehensive income is displayed
     in the statement of shareholder's  equity and in the  consolidated  balance
     sheet as a component of shareholder's equity.





                                                                             F-8
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------


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

     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.  Actual  results  could
     differ from those estimates.

     Provision for Doubtful Accounts and Bad Debt Expense

     Provision  for  losses  on trade  accounts  receivable  is made in  amounts
     required to maintain an adequate  allowance to cover anticipated bad debts.
     Accounts receivable are charged against the allowance when it is determined
     by the Company that payment will not be received. Receivables are shown net
     of an allowance for bad debts.

     Impaired Asset Policy

     In complying with the Financial Accounting Standards Board Statement titled
     "Accounting  for Impairment of long-lived  Assets," the Company reviews its
     long-lived  assets  quarterly  to  determine  if any  events or  changes in
     circumstances have transpired which indicate that the carrying value of its
     assets  may  not be  recoverable.  The  Company  determines  impairment  by
     comparing the  undiscounted  future cash flows estimated to be generated by
     its assets to their respective carrying amounts. There was no impairment as
     at December 31, 2005, 2004 or 2003.

     Inventories

     Inventories  are  stated  at the  lower of cost or  market  on a  first-in,
     first-out basis.

     Foreign Currency Translation

     The Company considers the functional currency to be the local currency and,
     accordingly, their 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   translation  of   subsidiaries'   financial
     statements are included as a component of other comprehensive income (loss)
     within shareholders' equity.

     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.


                                                                             F-9
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------


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 as earned.

     During the year ended  December  31,  2004,  the  majority  of the  casinos
     involved in previous Company contracts were no longer operating or had been
     taken over by the  Company.  These  entities  have no balance  owing to the
     Company.

3.   ACCOUNTING PRONOUNCEMENTS
     -------------------------

     In May 2005,  the FASB issued SFAS 154,  which replaces APB Opinion No. 20,
     "Accounting  Changes",  and FASB  Statement  No. 3,  "Reporting  Accounting
     Changes in Interim  Financial  Statements".  The  statement  applies to all
     voluntary  changes in  accounting  principle  and  changes  resulting  from
     adoption of a new accounting pronouncement that does not specify transition
     requirements. SFAS 154 requires retrospective application to prior periods'
     financial  statements  for  changes in  accounting  principle  unless it is
     impracticable  to  determine  either  the  period-specific  effects  or the
     cumulative effect of the change.  SFAS 154 also requires that retrospective
     application  of a change in  accounting  principle be limited to the direct
     effects of the change. Indirect effects of a change in accounting principle
     should be recognized in the period of the  accounting  change.  SFAS 154 is
     effective for accounting  changes and  corrections of errors made in fiscal
     years beginning after December 15, 2005 with early implementation permitted
     for  accounting  changes and  corrections  of errors  made in fiscal  years
     beginning  after the date this  statement is issued.  SFAS 154 is effective
     for us beginning January 1, 2006 and will be applied when applicable.

     In December 2004, the Financial Accounting Standards Board issued Statement
     of Financial  Accounting  Standards No. 153. This  statement  addresses the
     /measurement  of  exchanges  of  nonmonetary  assets.  The  guidance in APB
     Opinion No. 29, "Accounting for Nonmonetary  Transactions," is based on the
     principle that exchanges of nonmonetary  assets should be measured based on
     the fair value of the  assets  exchanged.  The  guidance  in that  opinion,
     however,  included  certain  exceptions to that  principle.  This statement
     amends Opinion 29 to eliminate the exception for  nonmonetary  exchanges of
     similar  productive  assets and  replaces it with a general  exception  for
     exchanges of nonmonetary  assets that do not have commercial  substance.  A
     nonmonetary  exchange has commercial  substance if the future cash flows of
     the  entity  are  expected  to  change  significantly  as a  result  of the
     exchange.  This statement is effective for financial  statements for fiscal
     years beginning after June 15, 2005.  Earlier  application is permitted for
     nonmonetary  asset  exchanges  incurred during fiscal years beginning after
     the date of this statement is issued.  Management  believes the adoption of
     this statement will not impact on the financial statements of the Company.


                                                                            F-10
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------

3.   ACCOUNTING PRONOUNCEMENTS (continued)
     -------------------------

     In December 2004, the Financial Accounting Standards board issued Statement
     of Financial  Accounting Standards No. 152, which amends FASB statement No.
     66, "  Accounting  for Sales of Real  Estate," to reference  the  financial
     accounting and reporting guidance for real estate time-sharing transactions
     that is provided in AICPA Statement of Position (SOP) 04-2, "Accounting for
     Real Estate  Time-sharing  Transactions."  This  statement also amends FASB
     Statement No. 67,  "Accounting  for Costs and Initial Rental  Operations of
     Real  Estate  Projects,"  to state  that the  guidance  for (a)  incidental
     operations  and (b) costs  incurred to sell real estate  projects  does not
     apply to real estate  time-sharing  transactions.  The accounting for those
     operations and costs is subject to the guidance in SOP 04-2. This statement
     is effective for financial statements for fiscal years beginning after June
     15, 2005.  Management  believes the adoption of this statement will have no
     impact on the financial statements of the Company.

     In  December  2004,  the  Financial  Accounting  Standards  Board  issued a
     revision  to  Statement  of  Financial   Accounting   Standards  No.  123R,
     "Accounting for Stock Based  Compensation."  This statement  supersedes APB
     Opinion No. 25, "Accounting for Stock Issued to Employees," and its related
     implementation  guidance.  This  statement  establishes  standards  for the
     accounting  for  transactions  in  which an  entity  exchanges  its  equity
     instruments for goods or services. It also addresses  transactions in which
     an entity  incurs  liabilities  in exchange for goods or services  that are
     based on the fair value of the entity's  equity  instruments or that may be
     settled by the issuance of those equity instruments. This statement focuses
     primarily  on  accounting  for  transactions  in  which an  entity  obtains
     employee services in share-based payment transactions.  This statement does
     not change the accounting  guidance for  share-based  payment  transactions
     with  parties  other than  employees  provided in  Statement  of  Financial
     Accounting   Standards  No.  123.  This  statement  does  not  address  the
     accounting for employee share ownership  plans,  which are subject to AICPA
     Statement of Position  93-6,  "Employers'  Accounting  for  Employee  Stock
     Ownership  Plans."  The Company  has not yet  determined  the impact to its
     financial statements from the adoption of this statement.

     In November 2004, the Financial  Accounting  Standards  Board (FASB) issued
     Statement of Financial  Accounting Standards No. 151, "Inventory Costs - an
     amendment of ARB No. 43, Chapter 4." This statement  amends the guidance in
     ARB No. 43, Chapter 4,  "Inventory  Pricing," to clarify the accounting for
     abnormal  amounts of idle facility  expense,  freight,  handling costs, and
     wasted  material  (spoilage).  Paragraph 5 of ARB 43, Chapter 4, previously
     stated  that "...  under some  circumstances,  items such as idle  facility
     expense, excessive spoilage, double freight, and rehandling costs may be so
     abnormal  as to  require  treatment  as  current  period  charges..."  This
     statement requires that those items be recognized as current-period charges
     regardless  of  whether  they  meet  the  criterion  of "so  abnormal."  In
     addition,  this  statement  requires that  allocation  of fixed  production
     overheads to the costs of conversion be based on the normal capacity of the
     production  facilities.  This  statement is effective for  inventory  costs
     incurred during fiscal years beginning after June 15, 2005. Management does
     not believe the adoption of this statement will have any immediate material
     impact on the Company.


                                                                            F-11
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------


3.   ACCOUNTING PRONOUNCEMENTS (continued)
     -------------------------

     In May 2003, the Financial  Accounting  Standards Board issued Statement of
     Financial  Accounting  Standards No. 150, "Accounting for Certain Financial
     Instruments   with   Characteristics   of  Both   Liabilities  and  Equity"
     (hereinafter  "SFAS No.  150").  SFAS No.  150  establishes  standards  for
     classifying   and   measuring    certain    financial    instruments   with
     characteristics  of both  liabilities  and equity and  requires  that those
     instruments  be  classified  as  liabilities  in  statements  of  financial
     position.  Previously, many of those instruments were classified as equity.
     SFAS No. 150 is effective for financial statements entered into or modified
     after May 31, 2003 and otherwise is effective at the beginning of the first
     interim  period  beginning  after June 15, 2003. The Company has determined
     that the adoption of this statement will not impact the Company's financial
     statements.

     In April 2003, the Financial Accounting Standards Board issued Statement of
     Financial  Accounting  Standards  No. 149,  "Amendment  of Statement 133 on
     Derivative  Instruments  and  Hedging  Activities"  (hereinafter  "SFAS No.
     149").  SFAS No. 149 amends and clarifies  the  accounting  for  derivative
     instruments,  including certain  derivative  instruments  embedded in other
     contracts and for hedging  activities  under SFAS No. 133,  "Accounting for
     Derivative Instruments and Hedging Activities". This statement is effective
     for contracts  entered into or modified after June 30, 2003 and for hedging
     relationships  designated after June 30, 2003. The adoption of SFAS No. 149
     is not  expected  to have a material  impact on the  financial  position or
     results of operations of the Company.

     In December 2002, the Financial Accounting Standards Board issued Statement
     of Financial  Accounting  Standards No. 148,  "Accounting  for  Stock-Based
     Compensation - Transition  and  Disclosure"  (hereinafter  "SFAS No. 148").
     SFAS  No.  148  amends   SFAS  No.   123,   "Accounting   for   Stock-Based
     Compensation," to provide alternative methods of transition for a voluntary
     change  to the fair  value  based  method  of  accounting  for  stock-based
     employee  compensation.  In addition,  the statement  amends the disclosure
     requirements of SFAS No. 123 to require prominent disclosure in both annual
     and  interim  financial  statements  about  the  method of  accounting  for
     stock-based  employee  compensation  and the effect of the  method  used on
     reported  results.  The  provisions  of the  statement  are  effective  for
     financial  statements  for fiscal years ending after December 15, 2002. The
     Company currently reports stock issued to employees under the rules of SFAS
     123. Accordingly, there is no change in disclosure requirements due to SFAS
     148.

     In June 2002, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards No. 146,  "Accounting for Costs Associated
     with Exit or Disposal  Activities"  (hereinafter  "SFAS No. 146"). SFAS No.
     146 addresses  significant  issues regarding the recognition,  measurement,
     and  reporting  of costs  associated  with  exit and  disposal  activities,
     including restructuring activities. SFAS No. 146 also addresses recognition
     of certain  costs  related to  terminating a contract that is not a capital
     lease,  costs  to  consolidate   facilities  or  relocate  employees,   and
     termination   benefits   provided  to  employees  that  are   involuntarily
     terminated under the terms of a one-time benefit arrangement that is not an
     ongoing   benefit   arrangement  or  an  individual   deferred-compensation
     contract.  SFAS  No.  146 was  issued  in June  2002 and is  effective  for
     activities  after  December  31,  2002.  There  has been no  impact  on the
     Company's  financial  position or results of operations  from adopting SFAS
     No. 146.


                                                                            F-12
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------


3.   ACCOUNTING PRONOUNCEMENTS (continued)
     -------------------------

     In April 2002, the Financial Accounting Standards Board issued Statement of
     Financial  Accounting Standards No. 145, "Rescission of FASB Statements No.
     4,  44  and  64,   Amendment  of  FASB  Statement  No.  13,  and  Technical
     Corrections"  (hereinafter  "SFAS No. 145"),  which updates,  clarifies and
     simplifies existing accounting  pronouncements.  FASB No. 4, which required
     all gains and losses from the  extinguishment of debt to be aggregated and,
     if material, classified as an extraordinary item, net of related tax effect
     was  rescinded.  As a result,  FASB No. 64,  which  amended FASB No. 4, was
     rescinded,  as it was no longer  necessary.  FASB No.  44,  Accounting  for
     Intangible   Assets  of  Motor   Carriers,   established   the   accounting
     requirements  for the effects of transition to the  provisions of the Motor
     Carrier Act of 1980.  Since the transition has been completed,  FASB No. 44
     is no longer  necessary and has been  rescinded.  SFAS No. 145 amended FASB
     No. 13 to eliminate an  inconsistency  between the required  accounting for
     sale-leaseback  transactions and the required  accounting for certain lease
     modifications that have economic effects that are similar to sale-leaseback
     transactions.  The Company  adopted  SFAS No. 145 and does not believe that
     the adoption will have a material effect on the financial statements of the
     Company.

     In November  2002,  the Financial  Accounting  Standards  Board issued FASB
     Interpretation No. 45, "Guarantor's  Accounting and Disclosure Requirements
     for Guarantees,  including  Indirect  Guarantees of Indebtedness of Others"
     (hereinafter "FIN 45"). FIN 45 requires a company,  at the time it issues a
     guarantee,  to  recognize  an  initial  liability  for the  fair  value  of
     obligations   assumed  under  the  guarantee  and  elaborates  on  existing
     disclosure  requirements related to guarantees and warranties.  The initial
     recognition  requirements of FIN 45 are effective for guarantees  issued or
     modified after December 31, 2002 and do not have an impact on the financial
     statements  of the  Company.  The Company does not  anticipate  issuing any
     guarantees  which would be required to be recognized  as a liability  under
     the  provisions  of FIN 45 and thus does not  expect the  adoption  of this
     interpretation  to have an impact on its results of operations or financial
     position.

     Derivative Instruments

     The  Financial  Accounting  Standards  Board issued  Statement of Financial
     Accounting   Standards   ("SFAS")  No.  133,   "Accounting  for  Derivative
     Instruments   and  Hedging   Activities,"  as  amended  by  SFAS  No.  137,
     "Accounting for Derivative Instruments and Hedging Activities - Deferral of
     the  Effective  Date of FASB No. 133",  and SFAS No. 138,  "Accounting  for
     Certain Derivative  Instruments and Certain Hedging  Activities",  which is
     effective for the Company as of January 1, 2001. These standards  establish
     accounting and reporting  standards for derivative  instruments,  including
     certain derivative instruments embedded in other contracts, and for hedging
     activities. They require that an entity recognize all derivatives as either
     assets or liabilities in the  consolidated  balance sheet and measure those
     instruments at fair value.

     If certain conditions are met, a derivative may be specifically  designated
     as a hedge,  the  objective of which is to match the timing of gain or loss
     recognition  on the  hedging  derivative  with the  recognition  of (i) the
     changes  in the  fair  value of the  hedged  asset  or  liability  that are
     attributable  to the hedged risk or (ii) the earnings  effect of the hedged
     forecasted  transaction.  For a  derivative  not  designated  as a  hedging
     instrument,  the gain or loss is  recognized  in  income  in the  period of
     change.


                                                                            F-13
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------


3.   ACCOUNTING PRONOUNCEMENTS (continued)
     -------------------------

     Derivative Instruments (continued)

     Historically,  the Company has not entered  into  derivatives  contracts to
     hedge existing risks or for speculative purposes.

     At December  31,  2005,  2004 and 2003,  the Company has not engaged in any
     transactions  that would be considered  derivative  instruments  or hedging
     activities.

     Segment Information Segment Information

     The Company adopted  Statement of Financial  Accounting  Standards No. 131,
     "Disclosures  about  Segments of an  Enterprise  and Related  Information,"
     (hereinafter  "SFAS No. 131") during the year ended December 31, 2000. SFAS
     No. 131  established  standards for reporting  information  about operating
     segments in annual financial  statements and requires selected  information
     about   operating   segments  in  interim   financial   reports  issued  to
     stockholders.  It also established  standards for related disclosures about
     products and services and geographic areas.  Operating segments are defined
     as components of an enterprise about which separate  financial  information
     is available,  evaluated  regularly by the chief operating decision makers,
     or a decision  making group,  in deciding how to allocate  resources and in
     assessing  performance.  The  adoption  of SFAS No.  131 did not affect the
     Company's results of operations or financial  position,  but did affect the
     disclosure of segment information as reported in Note 19.

4.   LIQUIDITY
     ---------

     During the years  ended  December  31,  2005,  2004 and 2003,  the  Company
     incurred net losses of $522,866,  $222,367 and $505,694  respectively,  and
     cash used in operations  was $45,054,  $127,307 and ($1,369)  respectively.
     The Company  financed their  operations  using sales of their common stock,
     bank loans and other loans.

     Management  plans to seek  additional  capital  from new equity  securities
     issuances  which would  provide  funds needed to increase  liquidity,  fund
     internal growth and fully implement its business plan.

5.   ACCOUNTS RECEIVABLE
     -------------------

     Accounts receivable are stated net of an allowance for doubtful accounts of
     $29,819; (2004 - $nil, 2003 - $Nil).


                                                                            F-14
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------


6.   SUBSIDIARIES
     ------------

     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 year  ended  December  31,  2002,  the  Company  took  over all
     operations of E-Gaming Inc.

     International E-Gaming Developers NV

     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.
     E-Gaming NV was  incorporated to engage in the operation of games of chance
     in the  international  market via service  lines.  E-Gaming NV is primarily
     engaged in the operation and marketing of Internet gaming sites. During the
     year ended  December 31,  2002,  the Company  took over all  operations  of
     International E-Gaming Developers NV and dissolved the Company in 2003.

     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 intends to market its own line of bottled spring
     water to sell at concerts, sporting events, and other venues.

     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.


                                                                            F-15
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------

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

     Property and equipment is stated at cost.  Depreciation  is provided  using
     the declining  balance method over the estimated useful lives of the assets
     ranging from 20% to 100%.

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

                                            2005        2004        2003
                                          --------    --------    --------
Office equipment                          $ 25,167    $ 24,363    $ 24,216
Computer hardware                            1,713       1,658        --
Computer software                            1,444       1,398       1,301
                                          --------    --------    --------
Total cost                                  28,324      27,419      25,517
Accumulated depreciation                   (23,887)    (20,631)    (15,724)
                                          --------    --------    --------
Net book value                            $  4,437    $  6,788    $  9,793
                                          ========    ========    ========

     Depreciation  expense for the years ended December 31, 2005,  2004 and 2003
     was $2,477, $3,465 and $2,504 respectively.


8.   BANK LOAN
     ---------

     The  Company's  subsidiary  Celebrity Tan Inc. was advanced a $50,000 (CDN)
     loan.  The Company is required to make monthly  principal  payments of $800
     (CDN) and monthly  interest at the TD Canada  Trust prime rate plus 1%. The
     loan is due on demand.

     Future principal payments in U.S. dollars are as follows:

                             2006                  $8,234
                             2007                  $8,234
                             2008                  $8,234
                             2009                  $8,234
                             2010                  $4,231

     Interest expense for the period was $945.

9.   NOTE PAYABLE
     ------------

     On December 11, 2000, the Company signed a promissory note in the amount of
     $25,000  (CDN) in  connection  with a letter of intent.  (See Note 17). The
     note is non-interest bearing,  uncollateralized and is due on demand. As of
     December 31, 2003, this loan was recorded at $19,318. During the year ended
     December  31,  2004 the Company  terminated  the letter of intent and after
     paying $1,990,  wrote off the remaining  balance as forgiveness of debt and
     is included in the "Other Income and Expense"  section of the  consolidated
     statements of operations.


                                                                            F-16
<PAGE>
<TABLE>
<CAPTION>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------

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

     On December 31, 2005, 2004, and 2003, the Company owed officers,  directors
     and stockholders $387,637,  $540,923,  and $544,447 respectively,  for cash
     advances, consulting fees and expenses paid on behalf of the Company. These
     related party loans are  uncollateralized,  non-interest bearing and due on
     demand.

11.  LOAN PAYABLE - RELATED PARTY
     ----------------------------

     The  Company is  indebted  to the  director of the Company in the amount of
     $162,702,  bearing interest at 5% and due upon demand. The interest for the
     year was $13,908.

12.  DEFERRED INCOME TAX ASSETS
     --------------------------

     At December  31,  2005,  2004 and 2003,  the Company had net  deferred  tax
     assets, calculated at an expected rate of 44%, of approximately $1,056,000,
     $850,000 and $780,000 respectively,  principally arising from net operating
     loss  carryforwards  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 was recorded at December 31, 2005, 2004
     and 2003. The significant  components of the deferred tax asset at December
     31, 2005, 2004 and 2003 were as follows:

                                                  2005           2004           2003
<S>                                           <C>            <C>            <C>
     Net operating loss carryforwards         $ 2,401,000    $ 1,930,000    $ 1,790,000
                                              ===========    ===========    ===========

     Deferred tax asset                       $ 1,056,000    $   850,000    $   780,000
     Deferred tax asset valuation allowance   $(1,056,000)      (850,000)   $  (780,000)
</TABLE>


     At December 31, 2005, the Company had net operating loss  carryforwards  of
     approximately  $2,401,000.  The Company recognized approximately $1,458,000
     of losses from  issuance of  restricted  common stock and stock options for
     services in prior fiscal years,  which are not  deductible for tax purposes
     and are not  included in the above  calculation  of net  operating  loss or
     deferred tax assets.  The change in the allowance account from December 31,
     2003 to  December  31,  2004 was  $70,000  and the change in the  allowance
     account from December 31, 2004 to December 31, 2005 was $206,000.

     The operating losses will begin to expire in 2008 through to 2015.

13.  CONCENTRATIONS
     --------------

     Bank Accounts

     The Company  maintains  five cash accounts at a Canadian bank. The Canadian
     dollar  accounts  are insured up to a maximum of  $100,000,  and the United
     States dollar  accounts are not insured.  At December 31, 2005,  2004,  and
     2003, approximately $0, $0, and $400 were exposed to risk, respectively.


                                                                            F-17
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------

13.  CONCENTRATIONS (continued)
     --------------

     Customers

     Approximately 42% of the Company's sublicense agreements are represented by
     one entity,  which,  in turn,  resold the  agreements  to  unrelated  third
     parties. This entity is owned and operated by a stockholder of the Company.

     Licenses

     The Company's license to gaming software is issued by World Gaming pursuant
     to a gaming license issued by Antigua during 2001 and Curacao  beginning in
     November  2001.  World  Gaming  is one of the few  primary  developers  and
     operators  of casino and other  gaming  software  in the world.  During the
     years ended  December  31,  2005,  2004,  and 2003,  100% of the  Company's
     revenue from Internet gaming software was  attributable to the World Gaming
     relationship.  As part of the licensing  agreement  with World Gaming,  the
     Company has the right to sublicense  its software.  Because World Gaming is
     the  Company's  sole  licensor,  the loss of the World Gaming  relationship
     could have a material adverse effect on the Company's  revenues,  operating
     results and financial condition.  Although the Company expects to diversify
     risks   associated  with  dependence  on  World  Gaming  by  entering  into
     arrangements with additional  licensors or developing and licensing its own
     software  to  various  licensees,  there  can  be no  assurance  that  such
     diversification  will be  successful  or that the  Company  will be able to
     reduce its dependence on one or a small group of licensors.

14.  COMMON STOCK
     ------------

     The Company is  authorized  to issue an unlimited  number of common  shares
     according to its original charter.  The Company's shares have no stated par
     value.  Each  share  of  common  stock  is  entitled  to  one  vote  at the
     shareholders'  meetings.  Shares may be  transferred  with the consent of a
     majority of the directors or the  shareholders  through  resolution or by a
     signed instrument.  In its original articles of incorporation,  the Company
     limited  the number of  shareholders  to not more than  fifty  non-employee
     individuals  and any  invitation to the public to subscribe for or purchase
     securities  of the Company was  prohibited.  On  September  13,  2001,  the
     Company amended its articles of  incorporation  to lift the shareholder and
     invitation restrictions.

     On December 31, 2005, 2004 and 2003, the Company had 21,874,350, 21,509,350
     and 20,566,600 shares issued and outstanding respectively.

     The Company has not issued any options or warrants.

     During the year ended  December 31, 2003, the Company sold for cash 796,500
     shares of common stock. This stock was sold for $1.00 Canadian (approximate
     $0.77 U.S.) less commissions of $355,905.

     During the year ended  December 31, 2004, the Company sold for cash 942,750
     shares of common  stock.  This stock was sold for  approximately  $0.56 per
     share or a total of $536,451 CDN (approximately $0.47 per share or $445,684
     U.S.), less commissions of $220,927.

     Also during the year ended December 31, 2004, the Company  cancelled 10,000
     shares of common stock that is sold for $10,000 CDN  (approximately  $8,303
     U.S.) in 2004.


                                                                            F-18
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------

14.  COMMON STOCK (continued)
     ------------

     During the year ended  December 31, 2005, the Company sold for cash 365,000
     shares of common  stock.  This stock was sold for  approximately  $0.05 per
     share or a total of $23,095 CDN  (approximately  $0.05 per share or $19,809
     U.S.), less commissions of $11,904.


15.  RELATED PARTY TRANSACTION
     -------------------------

     The Company rented  commercial space in Toronto,  Ontario beginning in 2003
     with a month-to-month agreement for rent for $3,500 (CDN). Rent expense for
     the  year  ended  December  31,  2005  was  $37,608.  Rent  was  paid  to a
     corporation  that is controlled  by the director.  As at December 31, 2005,
     the Company  owed the  corporation  $39,025,  which is recorded in accounts
     payable.

16.  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) adjusted for interest  expense on convertible debt 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 is the same as basic  net  income  (loss)  per  share as there are no
     common stock equivalents outstanding.

17.  LETTER OF INTENT
     ----------------

     On December 4, 2000,  the Company  signed a letter of intent with a company
     listed on the Canadian Exchange. As a result of this agreement, the Company
     received  $25,000  Canadian  ($15,860 U.S.) and issued an  uncollateralized
     demand promissory note for the sum received.  While the companies  mutually
     withdrew  from the letter of intent  during  March 2001,  the related  note
     remains unpaid at December 31, 2003.

     In April 2004,  settlement for $2,500 CDN  (approximately  $1,990 U.S.) was
     made and the balance was written off. See Note 9.









                                                                            F-19
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------

18.  COMMITMENTS AND CONTINGENCIES
     -----------------------------

     Potential Lawsuit

     In November  2004,  3084735 Nova Scotia  Limited,  a corporation  organized
     under the Laws of Nova  Scotia,  Canada,  filed an action  against Mega Sun
     Inc., Celebrity Tan Inc. and Ray Zinck 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 Ray Zinck, an independent salesperson.  The action seeks damages in
     the amount of the purchase price of  approximately  $30,000,  plus interest
     and costs.  Celebrity  Tan Inc.  filed a timely  defense in response to the
     claim  denying  all  allegations  in the  complaint  and also filed a cross
     complaint  against  Mega Sun Inc.  The action is  currently in the pretrial
     stage.  While  Celebrity Tan Inc. will vigorously  defend this matter,  the
     outcome of the litigation is not certain at this time.

     Offer To Settle

     In June 2005, the Company and its Director, Michael Donaghy, entered into a
     settlement   agreement  and   undertaking   with  the  Alberta   Securities
     Commission. In the agreement, the Company and Mr. Donaghy acknowledged that
     they breached  sections  75(1)(a) and 110(1) of the Securities  Act, R.S.A.
     2000, c. S-4 (the "Act") in connection with an alleged illegal distribution
     of the securities of the Company by an independent  consultant hired by the
     Company to sell its  securities.  The Company and Mr. Donaghy relied on the
     accredited  investor  exemption of the Act to distribute  the shares of the
     Company and also  relied upon the  expertise  and  experience  of the sales
     consultant  with  which  the  Company  had  contracted.   As  part  of  the
     settlement, the Company has agreed to pay the Commission Forty Two thousand
     dollars  ($42,000  CDN) and Mr.  Donaghy  agreed  that  all the  exemptions
     contained in the Alberta  Securities  Act will not apply to him for two (2)
     years  from  the  date  of the  agreement,  except  that  he may  trade  in
     securities for his personal  account  through an agent that is a registered
     dealer.

     Uncertainty as to the Legal Status of Internet Gaming

     The Company,  its software  licensees and its  sub-licensees are subject to
     applicable  laws in the  jurisdictions  in which they  operate.  Due to the
     relatively recent development of casino gaming over the Internet, there are
     limited direct  regulations  that deal with this  application  and there is
     uncertainty in certain  jurisdictions as to the legal status of gaming over
     the  Internet.   Currently,   the  United  States  does  not  have  federal
     legislation regulating Internet gambling,  however, there have been several
     bills introduced to prohibit or restrict  Internet gaming.  There can be no
     assurance whether any such bill will become law in the future,  the effects
     of which are uncertain.





                                                                            F-20
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------


18.  COMMITMENTS AND CONTINGENCIES (continued)
     -----------------------------

     During the year ended December 31, 2003, the United States House of
     Representatives Financial Services committee introduced two resolutions
     regarding Internet gambling and the United States Senate Banking, Housing,
     and Urban Affairs committee introduced one bill of the same nature. The
     Senate bill and one of the House resolutions call for the prohibition of
     monetary banking transactions over the internet to gaming sites. This would
     make any payments to an online casino that take place through wires, credit
     cards, or debit cards illegal in the United States. The second House
     resolution calls for the formation of commission to study Internet gambling
     licensing and regulation. As of the date of these financial statements,
     none of the proposals has been finalized.

     Computer Security

     The Company  operates in an industry,  which is  vulnerable to attacks upon
     its computer operating security.  The risks to the Company's operations are
     significant and will require  continued  monitoring to minimize the effects
     of any possible attacks from outside.

     Dependence on Key Licensor and Licensees

     The original term of the Company's  license agreement with World Gaming was
     for one year.  In November  2001,  the Company  signed a five-year  license
     agreement  with  World  Gaming.  The  terms of the  underlying  license  or
     sublicense agreements vary, although averaging ten-year terms and providing
     for  automatic  renewal  periods  of ten  years.  There is a risk  that the
     Company's  license agreement with World Gaming or the license or sublicense
     agreements with licensees (or  sub-licensees,  as the case may be) will not
     be renewed or will otherwise be terminated in accordance  with the terms of
     such agreements.  In addition, in the event that a licensee or sub-licensee
     chooses to operate a different casino, there can be no assurances that such
     new casino will be operated using the Company's software.

     The  trademarks or trade names under which all of the  Company's  licensees
     operate are the property of the respective licensees.  Although the Company
     is generally entitled to continued  operation of a casino on termination of
     a license or sublicense  agreement,  in certain cases this  entitlement  is
     limited and it generally does not include the operation of the casino under
     the existing name. A change in the name of the casino may lead to a loss of
     goodwill,  as various  methods  needed to direct a customer to the new site
     cannot be completely relied upon.

     Office Lease

     The Company's wholly owned subsidiary,  Celebrity Tan Inc. leased corporate
     office space  located in Toronto,  Ontario on December 1, 2003 for a period
     of 36 months.  Lease payments are currently $1,349 Canadian  (approximately
     $1,113 U.S.) per month. Total payments for the year ended December 31, 2005
     were  $16,187  CDN  (approximately  $13,360  U.S.).  The lease  expires  on
     December 31, 2006, future payments in 2006 are $13,884.


                                                                            F-21
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------


19.  SEGMENT INFORMATION
     -------------------

     As described in Note 2, the Company adopted SFAS No. 131 in its fiscal year
     2000.  The  Company's   operations  are  classified  into  three  principal
     reporting  segments that provide different  products or services.  Separate
     management  of each  section is  required  because  each  business  unit is
     subject to different marketing, production, and technology strategies.

     Segment information (after intercompany eliminations) is as follows:

                                                 2005        2004        2003
                                              ---------   ---------   ---------

Revenues:
    Oxford Software Developers, Inc.          $ 107,641   $ 391,176   $ 380,623
    Ontario Private Water Labelling Limited        --         2,508        --
    Celebrity Tan Inc.                           56,248     301,565      58,534
                                              ---------   ---------   ---------
Total Revenues                                $ 163,889   $ 695,249   $ 439,157
                                              =========   =========   =========

Operating Income (Loss):
    Oxford Software Developers, Inc.          $(309,437)  $(117,178)  $(169,120)
    Ontario Private Water Labelling Limited      (4,923)     (2,149)        128
    Celebrity Tan Inc.                         (136,669)    (26,821)    (34,858)
                                              ---------   ---------   ---------
Net Loss                                      $(451,029)  $(146,148)  $(203,850)
                                              =========   =========   =========

Identifiable Assets:
    Oxford Software Developers, Inc.          $  28,421   $ 101,766   $ 100,601
    Ontario Private Water Labelling Limited        --         9,008         114
    Celebrity Tan Inc.                           34,306     176,980      56,595
                                              ---------   ---------   ---------
Total Identifiable Assets                     $  62,727   $ 287,754   $ 157,310
                                              =========   =========   =========

Depreciation
    Oxford Software Developers, Inc.          $  (2,477)  $  (3,465)  $  (2,504)
    Ontario Private Water Labelling Limited       (--)        (--)        (--)
    Celebrity Tan Inc.                            (--)        (--)        (--)
                                              ---------   ---------   ---------
Total Depreciation                            $  (2,477)  $  (3,465)  $  (2,504)
                                              =========   =========   =========

     All of the Company's assets are held in Canada at December 31, 2005.

     Oxford's  reportable  segments  are  strategic  business  units  that offer
     different  products or services.  They are managed  separately because each
     business requires different technology and marketing strategies.


                                                                            F-22
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
Notes to Consolidated Financial Statements
December 31, 2005
--------------------------------------------------------------------------------


20.  SUBSEQUENT EVENTS
     -----------------

     a)   On April 5, 2006, the Company entered into a definitive agreement with
          Christopher  Webster  for  the  acquisition  of all of the  assets  of
          WebStar Internet Solutions ("WebStar"),  a company wholly-owned by Mr.
          Webster.  The Company issued 1,000,000 shares of its common stock with
          no par value to Mr. Webster as  consideration  for the  acquisition of
          the assets of WebStar. The transaction was completed on April 5, 2006.

     b)   The Company issued 133,332 common shares in the subsequent  period for
          a total consideration of $20,000 (CDN).




















                                                                            F-23