SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   Form 20-F/A
                                (Amendment No. 1)


[_]  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, 2004

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


Commission file number:____________



                        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,
2004: 21,509,350.

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
                  -----        -----


<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                     PART I
Item 1.    Identity of Directors, Senior Management and Advisers              *
Item 2.    Offer Statistics and Expected Timetable                            *
Item 3.    Key Information                                                    3
               Selected Financial Data                                        3
               Risk Factors                                                   5
Item 4.    Information on the Company                                         9
               History and Development of the Company                         9
               Business Overview                                             10
               Organizational Structure                                      16
               Property, Plants and Equipment                                16
Item 5.    Operating and Financial Review and Prospects                      17
               Operating Results                                             17
               Liquidity and Capital Resources                               20
               Research and Development                                      20
               Trend Information                                             21
               Safe harbor                                                   21
Item 6.    Directors, Senior Management and Employees                        22
               Directors and Senior Management                               22
               Compensation of Directors and Officers                        22
               Board Policies                                                23
               Employees                                                     23
               Share Ownership                                               23
Item 7.    Major Shareholders and Related Party Transactions                 24
               Major Shareholders                                            24
               Related Party Transactions                                    24
Item 8.    Financial Information                                             24
               Consolidated Statements and Other Financial Information       24
               Significant Changes                                           24
Item 9.    The Offer and Listing                                             24
Item 10.   Additional Information                                            25
               Share Capital                                                  *
               Memorandum and articles of incorporation                      25
               Material Contracts                                            25
               Exchange Controls                                             26
               Taxation                                                      26
               Dividends and paying agents                                    *
               Statements by experts                                          *
               Documents on display                                          31
Item 11.   Quantitative and Qualitative Disclosures About Market Risk         *
Item 12.   Description of Securities Other Than Equity Securities             *
                                     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                                           31
Item 16A.  Audit Committee Financial Expert                                  31
Item 16B.  Code of Ethics                                                    32
Item 16C.      Principal Accountant Fees and Services                        32

Item 17.   Financial Statements                                              33
Item 18.   Financial Statements                                              33
Item 19.   Exhibits                                                          34
SIGNATURES                                                                   35
CERTIFICATIONS                                                               36
* Omitted pursuant to General Instruction E(b) of Form 20-F.



                                       2
<PAGE>
<TABLE>
<CAPTION>

                                EXPLANATORY NOTE

         This  Amendment  No. 1 on Form  20-F/A  (the  "Form  20-F")  amends the
Company's  Annual Report on Form 20-F for the year ended December 31, 2004 filed
on June 15, 2005.

                                     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 period from inception on
October 13, 2000 through  December 31, 2000 and for the years ended December 31,
2001,  2002,  2003 and 2004 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.

                                  From period of inception
                                     (October 13, 2000)
                                     through Year Ended   Year Ended       Year Ended       Year Ended       Year Ended
                                        Dec. 31, 2000    Dec. 31, 2001    Dec. 31, 2002    Dec. 31, 2003    Dec. 31, 2004
                                        ---------------------------------------------------------------------------------
<S>                                     <C>              <C>              <C>              <C>              <C>
Statement of Operations Data:
   Total revenues                       $     112,172    $     401,793    $     298,550    $     439,157    $     692,069
   Net Income/(Net Loss)                     (100,896)      (2,117,900)        (748,796)        (331,127)        (139,368)
   Basic and diluted
    net loss per share -                         (0.1)           (0.12)           (0.04)           (0.02)           (0.01)
   Weighted average number of
   Shares used in computing basic and
   Diluted net loss per share-             13,300,000       17,152,915       19,756,999       20,005,006       20,958,721
Balance Sheet Data:
   Cash and cash equivalents            $           0    $         508    $         637    $      11,745    $      28,553
   Total current assets                       121,880          107,879           48,246          147,516          286,095
   Total assets                               187,578          523,488           57,121          157,309          292,883
   Total current liabilities                  176,865          525,774          780,366        1,126,698        1,260,151
   Total liabilities                          176,865          525,774          780,366        1,126,698        1,260,151
   Total accumulated deficit                 (100,896)      (2,218,796)      (2,967,592)      (3,298,719)      (3,438,087)
   Total stockholders' equity (deficit)        10,713           (2,286)        (723,245)        (969,389)        (967,268)
</TABLE>


                                       3
<PAGE>

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,
--------------------------------------------------------------------------------

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

         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 2004 and 2005. The exchange rates used are the
closing rates as provided by the Bank of Canada.

-------------------------------------------------
Month                       High         Low
-------------------------------------------------
December 2004               .84          .81
-------------------------------------------------
January 2005                .83          .81
-------------------------------------------------
February 2005               .81          .80
-------------------------------------------------
March 2005                  .83          .80
-------------------------------------------------
April 2005                  .82          .80
-------------------------------------------------
May 2005                    .81          .79
-------------------------------------------------
June 2005                   .82          .80
-------------------------------------------------




                                       4
<PAGE>

         The  exchange  rate on December 31, 2004 for the  conversion  of United
States dollars into Canadian dollars was $1.20 (CDN$1.00 = US$.083).  As of June
30, 2005 the close rate of exchange for the  conversion of United States dollars
into Canadian  dollars was $1.23  (CDN$1.00 = US$0.82).  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.

                      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.



                                       5
<PAGE>

         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.

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.



                                       6
<PAGE>

Key Individual

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

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

Protection and Enforcement of Intellectual Property Rights

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

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

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.



                                       7
<PAGE>

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.

         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, 2004, Michael Donaghy, our sole director, indirectly
through his spouse,  beneficially owned approximately 8,300,000 shares or 38.59%
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.



                                       8
<PAGE>

Possible Volatility of Stock Price

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

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

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

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

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

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

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


Item 4.  Information on the Company

A. History and Development of the Company

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



                                       9
<PAGE>

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 are 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.

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.



                                       10
<PAGE>

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.

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



                                       11
<PAGE>

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.

         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.



                                       12
<PAGE>

         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

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



                                       13
<PAGE>

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 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



                                       14
<PAGE>

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
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.



                                       15
<PAGE>

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
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.



C. Organizational Structure

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



                                       16
<PAGE>

         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 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.

         The period from  inception  on October 20, 2000 to December 31, 2000 is
not  comparable to the fiscal year ended  December 31, 2001 because we were just
starting to engage in the operation and  management of Internet  gaming sites in
2000.

         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  include  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.



                                       17
<PAGE>

         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.

         A.  Operating Results

         The  following  is  management's  discussion  and  analysis  of the our
financial  condition and results of its operations from the date of inception on
October 13, 2000 to December  31, 2000 and for the fiscal  years ended  December
31, 2001,  2002, 2003 and 2004.  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, 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 $293,698 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)  ($81,978),
consulting   fees   ($194,769),   rent  ($46,128)   other   administrative   and
communication expenses ($81,621).



                                       18
<PAGE>

         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
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.



                                       19
<PAGE>

         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  used $7,108 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  $206,096  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.

Fiscal Year Ended December  31, 2002
------------------------------------

         Revenues
         --------

         For the fiscal year ended December 31, 2002, we reported a net loss of
$748,796 or $0.04 per share. Revenues amounted to $298,550, of which $171,551
was from the sale of software licenses and casino operations, $112,776 was from
advertising and marketing and $8,223 was from royalties from e-gaming
activities.

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

         Cost of revenues amounted to $70,752 for the same period and consisted
principally of casino operations ($62,850) and gaming license expenses ($7,902).

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

         Selling,  general  and  administrative  expense  ("SG&A")  amounted  to
$641,249 and consisted  principally of consulting fees ($152,413),  professional
fees (comprised of accounting,  audit and legal) ($191,743) other administrative
and communication expenses ($297,093).

         SG&A expenses were due to our increased  corporate  activity,  business
development,  sub-licensee  acquisition,  promotion and marketing.  Professional
accounting and legal expenses were  attributable to our efforts to register as a
public company with the Securities & Exchange Commission.

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

         At December 31, 2002,  the Company had total current  assets of $48,246
consisting  principally  of cash and cash  equivalents  of $637,  receivables of
$15,793 and prepaid license fees of 30,949.

         Operations  used $185,653 for the fiscal year ended  December 31, 2002.
Funds used in operations  primarily  relate to  professional  fees regarding the
registering of the company with the Securities and Exchange Commission.

         Investing activities used $3,617 for the fiscal year ended December 31,
2002, funds used in investing activities consisted of purchases of equipment.

         Financing  activities  provided  $188,300  for the  fiscal  year  ended
December 31, 2002.  Funds provided by financing  activities were from loans made
to the Company from related parties and from the sale of 17,000 shares of common
stock.

         We had no long-term debt at December 31, 2002.


                                       20
<PAGE>

         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
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, 2004, 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 2004  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 2004,  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 years 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.



                                       21
<PAGE>

         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.

         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.

         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, 2004, 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.



                                       22
<PAGE>
<TABLE>
<CAPTION>

         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.


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,  2004,  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 year ended  December  31, 2002,  $125,000 for the
fiscal  year ended  December  31,  2003 and  $125,000  for the fiscal year ended
December 31, 2004, 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 aggregate cash compensation paid for
the past fiscal year.

                           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        2004      $125,000             -            -             -           -            -
Director and
President & Chief
Executive Officer
</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.



                                       23
<PAGE>

         D. Employees.  As of December 31, 2004, we had a total of fourteen (14)
employees  (eleven (11) full-time and three (3) 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 July 13,
2005.



Name and Address of          Position with              Number of
Beneficial Owner (1)         the Company                Shares Owned     Percent
--------------------         -------------              ------------     -------

Michael Donaghy (2)          Chief Executive Officer    8,300,000        37.94%

CEDE & Co.                   N/A                        4,500,195        20.57%
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,  2004,  the  Company  owed  officers,  directors  and
stockholders $532,250 and $540,923,  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.

         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
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.



                                       24
<PAGE>

         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. .


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.  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.

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, under the symbol
OXIHF.  Even though our stock is listed on the OTCBB,  it is very thinly  traded
and as of December 31, 2004, no active  established market within or outside the
United States existed for our common stock.



                                       25
<PAGE>

         The high and low prices  expressed in United States  dollars  quoted on
the OTC Bulletin Board for the last twelve months are as follows:


                               OTC Bulletin Board
                             (United States Dollars)

Period
                                                                 High        Low

June 2005                                                        0.05       0.05
May 2005                                                         0.03       0.02
April 2005                                                       0.15       0.15
March 2005                                                       0.15       0.15
February 2005                                                    0.10       0.10
January 2005                                                     0.13       0.06
December 2004                                                    0.15       0.07
November 2004                                                    0.30       .020
October 2004                                                     0.20       0.20
September 2004                                                   0.20       0.20
August 2004                                                      0.43       0.20
July 2004                                                        0.55
0.45

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.

         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 a three  -year  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.  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.



                                       26
<PAGE>

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



D. Exchange controls.

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

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

E.  Taxation.

Canadian Federal Income Tax Consequences

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

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

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



                                       27
<PAGE>

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,  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)



                                       28
<PAGE>

         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 30% (which rate is scheduled for periodic
adjustment) of any payments to a U.S.  Holder of the Company's  common shares of
dividends  on, or proceeds from the sale of, such common shares within the U.S.,
if a U.S. Holder fails to furnish its correct taxpayer  identification number or
otherwise  fails to comply with,  or establish  an  exemption  from,  the backup
withholding  tax  requirements.  Any  amounts  withheld  under  the U.S.  backup
withholding  tax rules will be allowed as a refund or a credit  against the U.S.
Holder's U.S. federal income tax liability, provided the required information is
furnished to the IRS. U.S.  Holders should consult their own financial  advisor,
legal  counsel or  accountant  regarding  the  information  reporting and backup
withholding rules applicable to the Company's common shares.

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

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

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



                                       29
<PAGE>

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.

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



                                       30
<PAGE>

trusts (as defined by the Code Section 7701(a)(30)), each of which own, directly
or  indirectly,  10% or  more  of  the  total  voting  power  of  the  Company's
outstanding shares (each a "10% Shareholder"), the Company could be treated as a
"Controlled Foreign Corporation" ("CFC") under Section 957 of the Code.

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

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

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

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

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



                                       31
<PAGE>

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,  2003 and does not  believe  that it will be a PFIC for the fiscal
year ending  December 31, 2004.  There can be no  assurance  that the  Company's
determination  concerning  its PFIC status will not be challenged by the IRS, or
that it will be able to satisfy record keeping requirements that will be imposed
on QEFs in the event that it qualifies as a PFIC.

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

F. Dividends and paying agents.

         Not Applicable.

G. Statements by experts.

         Not Applicable

H. Documents on display.

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

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.



                                       32
<PAGE>

         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.

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:



                                               2002         2003         2004

Audit fees                                  $42,719.00   $23,865.00   $16,691.00
Other Fees                                   11,259.00     5,355.00            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.







                                       33
<PAGE>

                                    PART III

Item 17.          Financial Statements

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


Item 18..         Financial Statements

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

Oxford Investments Holdings Inc.                                     Sequential
Consolidated Financial Statements                                    Page Number
---------------------------------                                    -----------
                  .........
Auditors' Report      ...................................................F-1
Consolidated Balance Sheet as at December 31, 2002, December 31,
 2003 and December 31, 2004 .............................................F-2
Consolidated Statements of Operations for the years ended December
 31, 2002 December 31, 2003 and December 31, 2004........................F-3
Statement of Stockholders Equity for the year ended, December 31,
 2002 December 31, 2003 and December 31, 2004............................F-4
Consolidated Statements of Cash Flows for the year ended December 31,
 2001 December 31, 2002, December 31, 2003 and December 31, 2004 ........F-5
Notes to Consolidated Financial Statements...............................F-6


















                                       34
<PAGE>

   Item 19.               Exhibits

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

                                  Exhibit Index

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

   1.1          Articles of Incorporation.*

   1.2          Bylaws....................................................*
   2.1          Specimen Stock Certificate................................*
   4.1          Agreement with Starnet Systems International Inc.,
                  dated January 25, 2001..................................*
   4.2          Specimen Affiliate Sub-License Agreement..................*
   4.3          Asset Purchase Agreement with Suchow Holdings Ltd.
                  dated April 26, 2001....................................*
   4.4          Exhibits to Agreement with Starnet Systems
                International Inc., dated January 25, 2001................*

   4.5          Mutual Release with CCPC Biotech Inc. dated March 1,
                  2001....................................................*
   4.6          Sub-License Agreement between Starnet Systems N.V. and
                  International E-Gaming Developers N.V. dated
                  November 20, 2001.......................................*
   4.7          Employment Agreement between Oxford Software Developers
                  Inc. and Michael Donaghy dated July 1, 2001.............*
   4.8          Employment Agreement between Oxford Investments Holdings
                  Inc. and Victor DeLaet dated July 1, 2001...............*
   4.9          Agreement between Oxford Software Developers Inc. and
                  West America Securities Corp. dated March 7, 2002.......*
   8.1          List of Subsidiaries......................................*
   99.1         Certificate of Chief Executive Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002...........37
   99.2         Certificate of Chief Financial Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002...........38


* Incorporated by reference from the Company's  annual report on Form 20-F filed
on June 28, 2002.


         Financial Statement Schedules

            None.












                                       35
<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: October 12, 2005                      By: /S/ Michael Donaghy
                                                --------------------------------
                                                Michael Donaghy, President/Chief
                                                Executive Officer



























                                       36
<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: October 12, 2005





                                       37
<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:  October 12, 2005



                                       38

<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, 2003, and 2002, 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 Investments  Holdings Inc., as
of December 31, 2004,  2003, and 2002, 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-1
<PAGE>
<TABLE>
<CAPTION>

OXFORD INVESTMENT HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

                                                                  December 31,    December 31,    December 31,
                                                                      2004            2003            2002
                                                                  ------------    ------------    ------------
<S>                                                               <C>             <C>             <C>
ASSETS

   CURRENT ASSETS
      Cash                                                        $     28,553    $     11,745    $        637
      Accounts receivable                                              159,179           1,306          15,793
      GST Receivable                                                      --             2,415            --
      Inventory                                                         80,941          43,977            --
      Loan receivable, related party                                      --              --               867
      Prepaid expenses                                                  17,422          88,073          30,949
                                                                  ------------    ------------    ------------
          Total Current Assets                                         286,095         147,516          48,246
                                                                  ------------    ------------    ------------

   PROPERTY, PLANT AND EQUIPMENT
      Office equipment                                                  24,363          24,216          18,615
      Accumulated depreciation                                         (19,689)        (15,696)        (10,692)
      Hardware, net of amortization                                        795            --              --
      Software, net of amortization                                      1,319           1,273             952
                                                                  ------------    ------------    ------------
          Total Property, Plant and Equipment                            6,788           9,793           8,875
                                                                  ------------    ------------    ------------

TOTAL ASSETS                                                      $    292,883    $    157,309    $     57,121
                                                                  ============    ============    ============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

   CURRENT LIABILITIES
      Accounts payable                                            $    532,250    $    512,915    $    289,191
      Accrued liabilities                                                7,070           1,931            --
      Payroll liabilities                                              171,308          47,625          47,813
      Checks written in excess of bank funds                             8,600            --             8,478
      Deferred revenue                                                    --               462           3,130
      Note payable                                                        --            19,318          15,860
      Loans payable, related party                                     540,923         544,447         415,894
                                                                  ------------    ------------    ------------
          Total Current Liabilities                                  1,260,151       1,126,698         780,366
                                                                  ------------    ------------    ------------

   COMMITMENTS AND CONTINGENCIES                                          --              --              --
                                                                  ------------    ------------    ------------

   STOCKHOLDERS' EQUITY (DEFICIT)
      Common stock, no par value; unlimited shares authorized,
        21,509,350, 20,566,600 and 19,770,100 shares issued and
        outstanding, respectively                                    2,805,652       2,581,164       2,321,614
      Accumulated deficit                                           (3,438,087)     (3,298,719)     (2,967,592)
      Accumulated other comprehensive loss                            (334,833)       (251,834)        (77,267)
                                                                  ------------    ------------    ------------
          Total Stockholders' Equity (Deficit)                        (967,268)       (969,389)       (723,245)
                                                                  ------------    ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)              $    292,883    $    157,309    $     57,121
                                                                  ============    ============    ============
</TABLE>





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


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

OXFORD INVESTMENT HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
--------------------------------------------------------------------------------


                                                             Years Ended December 31,
                                                  --------------------------------------------
                                                      2004            2003            2002
                                                  ------------    ------------    ------------
<S>                                               <C>             <C>             <C>
REVENUES
   Revenues
     Licenses                                     $       --      $     96,600    $    177,551
     Services                                          395,933         284,023         120,999
     Products                                          296,136          58,534            --
                                                  ------------    ------------    ------------
        Total Revenues                                 692,069         439,157         298,550


COST OF REVENUES
     Licenses                                            9,549          70,976          42,077
     Services                                          204,559         209,345          28,675
     Products                                          136,143          41,067            --
                                                  ------------    ------------    ------------
        Total Cost of Revenues                         350,251         321,388          70,752
                                                  ------------    ------------    ------------

GROSS PROFIT                                           341,818         117,769         227,798
                                                  ------------    ------------    ------------

SELLING EXPENSES
   Advertising and marketing                            43,958          49,614          16,642
   Commissions and subcontracts                         34,252            --              --
   Consulting                                           33,579           7,115           9,765
   Communications                                       12,545          14,399          16,111
   Travel                                               16,742           4,044           4,245
                                                  ------------    ------------    ------------
      Total Selling Expenses                           141,076          75,172          46,763
                                                  ------------    ------------    ------------

GENERAL AND ADMINISTRATIVE EXPENSES
   Bad debt                                              1,166            --            40,033
   Consulting                                          161,190         119,946         152,413
   Depreciation                                          3,465           2,504           5,945
   Rent                                                 46,128          38,086          15,217
   Legal fees                                           57,810          34,728         159,066
   Payroll                                              33,757          74,854         131,276
   Taxes                                                   424           5,053          36,716
   Other administrative                                  1,345          39,166          21,143
   Professional expense                                 35,850          39,178          32,677
                                                  ------------    ------------    ------------
      Total General and Administrative Expenses        341,135         353,515         594,486
                                                  ------------    ------------    ------------

LOSS FROM OPERATIONS                                  (140,393)       (310,918)       (413,451)

OTHER INCOME (EXPENSES)
   Interest expense                                    (16,303)        (20,209)         (5,433)
   Loss on impairment of software                         --              --          (409,886)
   Debt forgiveness                                     17,328            --            79,974
                                                  ------------    ------------    ------------
       Total Other Income (Expenses)                     1,025         (20,209)       (335,345)
                                                  ------------    ------------    ------------

LOSS BEFORE INCOME TAXES                              (139,368)       (331,127)       (748,796)

PROVISION FOR INCOME TAXES                                --              --              --
                                                  ------------    ------------    ------------

NET LOSS                                              (139,368)       (331,127)       (748,796)

OTHER COMPREHENSIVE GAIN (LOSS)
   Foreign currency translation gain (loss)            (82,999)       (174,567)          3,078
                                                  ------------    ------------    ------------

COMPREHENSIVE LOSS                                $   (222,367)   $   (505,694)   $   (745,718)
                                                  ============    ============    ============

BASIC AND DILUTED NET LOSS
   PER COMMON SHARE                               $      (0.01)   $      (0.02)   $      (0.04)
                                                  ============    ============    ============

WEIGHTED AVERAGE NUMBER OF BASIC AND
   DILUTED COMMON SHARES OUTSTANDING                20,958,721      20,018,107      19,756,999
                                                  ============    ============    ============
</TABLE>












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


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

OXFORD INVESTMENT HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
--------------------------------------------------------------------------------


                                                  Common Stock                          Accumulated
                                           --------------------------                      Other
                                              Number                    Subscriptions  Comprehensive   Accumulated
                                            of Shares        Amount      Receivable     Income/Loss     (Deficit)         Total
                                           -----------    -----------    -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>            <C>            <C>

Balance, January 1, 2002                    19,753,100      2,304,614         (7,759)       (80,345)    (2,218,796)        (2,286)

Stock issued for $1.00 per share                17,000         17,000           --             --             --           17,000

Payment of subscriptions receivable               --             --            7,759           --             --            7,759

Other comprehensive income                        --             --             --            3,078           --            3,078

Net loss for the year ending
   December 31, 2002                              --             --             --             --         (748,796)      (748,796)
                                           -----------    -----------    -----------    -----------    -----------    -----------

Balance, December 31, 2002                  19,770,100      2,321,614           --          (77,267)    (2,967,592)      (723,245)

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

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

Net loss for the year ending
   December 31, 2003                              --             --             --             --         (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, 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 ending
   December 31, 2004                              --             --             --             --         (139,368)      (139,368)
                                           -----------    -----------    -----------    -----------    -----------    -----------

Balance, December 31, 2004                  21,509,350    $ 2,805,652    $      --      $  (334,833)   $(3,438,087)   $  (967,268)
                                           ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>







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

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

OXFORD INVESTMENT HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

                                                                Years Ended December 31,
                                                          -----------------------------------
                                                             2004         2003         2002
                                                          ---------    ---------    ---------
<S>                                                       <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                             $(139,368)   $(331,127)   $(748,796)
     Adjustments to reconcile net loss to net cash used
         by operating activities:
         Depreciation and amortization expense                3,465        2,504        5,945
         Loss on impairment of software                        --           --        409,886
         Debt forgiveness                                   (17,328)        --        (79,974)
     Change in assets and liabilities:
         Accounts receivable                               (157,873)      14,487       53,111
         GST receivable                                       2,415       (2,415)        --
         Related party loan                                    --            867        1,868
         Prepaid expenses                                    70,651      (57,124)       4,783
         Inventory                                          (36,964)     (43,977)        --
         Accounts payable                                    19,335      223,724      140,754
         Payroll liabilities                                123,683         (188)      47,813
         Accrued expenses                                     5,139        1,931         --
         Notes payable                                         --          3,458          142
         Payable to related party                              --        191,897       37,952
         Deferred revenue                                      (462)      (2,668)     (10,182)
         Customer deposits                                     --           --        (53,760)
                                                          ---------    ---------    ---------
               Net cash used by operating activities       (127,307)       1,369     (190,458)
                                                          ---------    ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment                                     --         (1,542)      (3,617)
     Purchase of software                                      --           (142)        --
                                                          ---------    ---------    ---------
         Net cash used by investing activities                 --         (1,684)      (3,617)
                                                          ---------    ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payment of loan                                         (1,990)        --           --
     Checks written in excess of bank funds                   8,600       (8,478)       4,805
     Proceeds from sales of common stock                    232,791      259,550       17,000
     Shares cancelled                                        (8,308)        --           --
     Proceeds from stock subscriptions                         --           --          7,759
     Proceeds from related party loans                         --           --        198,524
     Payments on related party loans                         (3,522)     (63,345)     (34,983)
                                                          ---------    ---------    ---------
         Net cash provided by financing activities          227,571      187,727      193,105
                                                          ---------    ---------    ---------

     Net decrease in cash and cash equivalents              100,264      187,412         (970)

     Foreign currency translation gain (loss)               (83,456)    (176,304)       1,099

     Cash and cash equivalents beginning of period           11,745          637          508
                                                          ---------    ---------    ---------

     Cash and cash equivalents at end of period           $  28,553    $  11,745    $     637
                                                          =========    =========    =========


SUPPLEMENTAL CASH FLOW DISCLOSURES:
     Income taxes paid                                    $    --      $    --      $    --
                                                          =========    =========    =========
     Interest paid                                        $    --      $    --      $    --
                                                          =========    =========    =========
</TABLE>


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

                                      F-5
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------

NOTE 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 changed its name to
Oxford  Investment  Holdings  Inc. on December 18, 2003.  The  Company's  fiscal
year-end is December 31.

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.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant  accounting  policies of Oxford Software  Developers
Inc. is presented to assist in understanding the Company's financial statements.
The  financial  statements  and  notes  are  representations  of  the  Company's
management,  which is responsible  for their  integrity and  objectivity.  These
accounting policies conform to accounting  principles  generally accepted in the
United States of America,  and have been consistently applied in the preparation
of the financial statements.

Principles of Consolidation
---------------------------
The consolidated  financial  statements  include the accounts of the Company and
its subsidiaries.  All significant inter-company  transactions and balances have
been eliminated in consolidation. See Note 3 on Company subsidiaries.

Accounting Method
-----------------
The  Company's  financial  statements  are prepared  using the accrual  basis of
accounting in accordance with accounting  principles  generally  accepted in the
United States of America.

Cash and Cash Equivalents
-------------------------
For purposes of its  statement  of cash flows,  the Company  considers  all bank
accounts,  certificates  of deposit,  money market  accounts and short-term debt
securities  purchased  with a  maturity  of  three  months  or  less  to be cash
equivalents.



                                      F-6
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------



Advertising and Marketing Expenses
----------------------------------
Advertising  and marketing  fees are charged to operations in the year incurred.
Advertising and marketing expenses were $43,958,  $49,614, and $16,642 for years
ended December 31, 2004, 2003, and 2002, respectively.

Use of Estimates
----------------
The process of preparing  financial  statements  in conformity  with  accounting
principles  generally  accepted in the United States of America requires the use
of estimates and  assumptions  regarding  certain types of assets,  liabilities,
revenues,   and  expenses.   Such  estimates   primarily   relate  to  unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.

Going Concern
-------------
The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.

As shown in the accompanying  financial  statements,  the Company incurred a net
loss of $139,368 in the year ended  December 31, 2004 and has  recurring  losses
from  operations.  The Company is currently  putting  licenses and technology in
place that will, if successful,  mitigate  these factors that raise  substantial
doubt  about the  Company's  ability to  continue  as a going  concern.  For the
twelve-month  period  subsequent to December 31, 2004,  the Company  anticipates
that its minimum cash  requirements  to continue as a going concern will be less
than $350,000.  The financial statements do not include any adjustments relating
to the  recoverability and classification of recorded assets, or the amounts and
classification  of liabilities  that might be necessary in the event the Company
cannot continue in existence.

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.

Management also believes that new  opportunities  in the lifestyles  consumables
market for bottled  water and UV-free  tanning  booths and supplies will provide
positive cash flow in the future. See Note 3 on Company Subsidiaries.

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 of as of December 31, 2004 and 2003, respectively.

During  the year  ended  December  31,  2002,  the  Company  determined  that an
impairment of accounts  receivable  had occurred and therefore  recognized a bad
debt expense of $40,033 in the accompanying  financial  statements.  The Company
determined that there has been no further  impairment of receivables at December
31, 2004 and 2003.



                                      F-7
<PAGE>
<TABLE>
<CAPTION>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------



Provision for Taxes
-------------------
Income taxes are provided based upon the liability method of accounting pursuant
to Statement of Financial  Accounting  Standards No. 109  "Accounting for Income
Taxes." Under this approach,  deferred  income taxes are recorded to reflect the
tax consequences in future years of differences  between the tax basis of assets
and  liabilities  and their  financial  reporting  amounts at each  year-end.  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.

At December 31, 2004,  2003,  and 2002, the Company had net deferred tax assets,
calculated at an expected rate of 44%, of approximately $850,000,. $780,000, and
$640,000,   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,  2004,  2003,  and 2002.  The
significant  components of the deferred tax asset at December 31, 2004, 2003 and
2002 were as follows:

                                         December31,    December31,    December31,
                                             2003           2003           2001
                                         -----------    -----------    -----------
<S>                                      <C>            <C>            <C>
Net operating loss carryforward          $ 1,930,000    $ 1,790,000    $ 1,460,000
                                         ===========    ===========    ===========

Deferred tax asset                       $   850,000    $   780,000    $   640,000
Deferred tax asset valuation allowance   $  (850,000)   $  (780,000)   $  (640,000)
</TABLE>

At December  31,  2004,  the Company has net  operating  loss  carryforwards  of
approximately  $1,930,000.  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, 2002 to December 31, 2003
was $1,400,000 and the change in the allowance account from December 31, 2003 to
December 31, 2004 was $70,000.

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.  During the year ended December 31, 2002, the
Company determined its software,  which had a book value of $409,886,  was fully
impaired. There were no additional impairments during 2004 or 2003.



                                      F-8
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------



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

Compensated Absences
--------------------
Employees  of the Company are  entitled to paid  vacation.  The  vacation pay is
equal to 4% of an employee's  gross  payroll.  The Company has accrued $1,327 in
vacation pay at December 31, 2004 and $1,327 at December 31, 2003.

Fair Value of Financial Instruments
-----------------------------------
The carrying amounts for cash,  prepaid  expenses,  receivables,  payables,  and
notes payable approximate their fair value.

Revenue Recognition and Deferred Revenue
----------------------------------------
Revenue is recognized when there is persuasive evidence of an arrangement,  when
delivery  has  occurred,  when  there  is a fixed or  determinable  fee and when
collectiblility  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.

When contracts  contain multiple  elements,  the fee is allocated to the various
components based on objective  evidence of fair value,  which includes the price
charged  as if the  element  was sold  separately.  Accordingly,  contracts  may
contain  customization,  web hosting,  licensing and marketing fees as described
and valued below.

One of the Company's  original  contracts was a premium  contract which included
$25,000  for  annual  marketing  and  support  offered to the  original  premium
holders.  That amount was  considered by the Company to be deferred  revenue and
was recorded as such and the amount will be amortized over the service period of
one year. This level of service is no longer available.

Revenues from  customization  fees are recognized as sold to third parties.  Web
hosting and annual  licensing  fees are deferred and  recognized  throughout the
first year of operation.  Revenue from the sale of software  sub-licenses to the
Company's  related  reseller is  recognized  upon sell through to the  unrelated
third  parties.  Revenue from casino  operations,  advertising  and royalties is
recognized monthly 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.

Functional Currency/Reporting Currency
--------------------------------------
Although the parent company's  functional  currency is the Canadian dollar,  the
Company's  active  operating  subsidiary  conducts  business  in  United  States
dollars.  Therefore,  the  Company's  reporting  currency  is the United  States
dollar.



                                      F-9
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------



Foreign Currency Translation Policy
-----------------------------------
All  transactions  in currencies  other than the United States dollar during the
year are translated at average  exchange rates for the period.  Monetary  assets
and  liabilities  denominated  in a  foreign  currency  are  translated  at  the
prevailing year-end rates of exchange.  Exchange gains or losses are included in
the consolidated statements of income (loss) and retained earnings.

For  foreign  subsidiaries  whose  functional  currency  is  the  local  foreign
currency,  balance sheet  accounts are translated at exchange rates in effect at
the end of the period and income  statement  accounts are  translated at average
exchange  rates for the  period.  Translation  gains and losses are  included in
accumulated  other  comprehensive  income (loss),  a component of  stockholders'
equity.

Accounting Pronouncements
-------------------------
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 have no impact on the financial statements of the Company.

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



                                      F-10
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------

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.

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  instruments
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.



                                      F-11
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------


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.

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



                                      F-12
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------


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.

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

At  December  31,  2004,  2003 and 2002,  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 14.



                                      F-13
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------


Reclassifications
-----------------
Certain  amounts  from prior  periods have been  reclassified  to conform to the
current period presentation. This reclassification has resulted in no changes to
the Company's accumulated deficit or net losses presented.

NOTE 3 - 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 who 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-14
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------


NOTE 4 - OFFICE EQUIPMENT

Office  equipment  is  stated  at  cost.  Depreciation  is  provided  using  the
straight-line  method over the estimated useful lives of the assets ranging from
three to five years.

The  following  is  a  summary  of  property  and   equipment  and   accumulated
depreciation at December 31, 2004:

                                                 2004        2003        2003
                                               --------    --------    --------

Office Equipment                               $ 24,363    $ 24,216    $ 18,465
Hardware                                          1,658        --          --
Software                                          1,398       1,301         952
                                               --------    --------    --------
    Total Property and Equipment                 26,160      25,517      20,417
                                               --------    --------    --------
Accumulated Depreciation                       $(20,631)   $(15,724)   $(10,692)

Depreciation  and  amortization  expense for the years ended  December 31, 2004,
2003, and 2002 was $4,907, $5,032, and $5,945 respectively.


NOTE 5 - INTANGIBLE ASSETS

During the year ended  December 31, 2002 the Company  reached an agreement  with
World  Gaming to  discontinue  their  relationship  and seek other  avenues  for
processing the casino revenues and payments.  As a result,  outstanding  amounts
owing to or from World  Gaming were  written  off with a residual  $12,688 to be
paid to World Gaming in monthly  installments.  The amount owing to World Gaming
is including in accounts  payable in the  financial  statements.  The net amount
owing to World Gaming that was written off as a  forgiveness  of debt is $28,995
and is included in other  income and  expenses in the  financial  statements  at
December 31, 2002.

Gaming License
--------------
On  November  20,  2001,  the  Company's  subsidiary,  E-Gaming  NV,  acquired a
five-year  sublicense  from World Gaming to engage in the  operation of games of
chance  in the  international  market  via  service  lines in the  territory  of
Curacao. The first year fee of $40,000 was paid in 2001 and will be amortized at
a rate of  approximately  $667 per month as a cost of revenues  over the life of
the sublicense.

Software License
----------------
During the year ended December 31, 2002, the Company and Suchow  Holdings,  Ltd.
came to an agreement.  Starnet Systems  International,  Inc. reserves 10% of the
total  winning  payout  on all  games as a  rolling  reserve  for a total of six
months.  This  rolling  reserve is used for  charge  backs  when  necessary.  At
December 31, 2002,  the rolling  reserve  amounted to $29,416 and is included in
the accounts receivable as an amount receivable from Starnet.  Additionally,  it
is included in the accounts payable as an amount due to affiliates.



                                      F-15
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------


During 2003,  this agreement was  terminated  and no rolling  reserve or related
receivables or payables are recorded.

Software
--------
On April 26, 2001,  the Company  entered into an asset  purchase  agreement with
Suchow Holdings,  Ltd., a Bahamian-based company.  According to the terms of the
agreement,  the Company  agreed to pay a total of $103,000  over five months and
issued  1,000,000  shares of common stock.  In return,  the Company  acquired an
Internet gaming and management  software  program and copyright,  hardware,  and
several existing casino  contracts.  The Company expects to customize the gaming
and management  software and sell it to another  vendor.  The total value of the
assets,  which amounted to $405,342,  were deemed to be impaired and written off
during 2002.  Also during the year ended December 31, 2002 the remaining  unpaid
balance  of $54,490  was  forgiven  and is  included  in the  "Other  Income and
Expense" section of the Statements of Operations.


NOTE 6 - NOTES AND LOANS 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 11. The note is
non-interest bearing,  uncollateralized and is due on demand. As of December 31,
2003 and 2002 this loan was  recorded  at  $19,318  and  $15,860,  respectively.
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
financial statements. See Note 11.

For information on the related party debt, see Note 7.


NOTE 7 - RELATED PARTY TRANSACTIONS

On December 31, 2004,  2003, and 2002, the Company owed officers,  directors and
stockholders $540,925,  $544,447, and $415,027 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.

Approximately  33% of the  Company's  casino  customers are  represented  by one
entity, which is owned and operated by a stockholder of the Company. See Note 8.
This  related  party  currently  has no accounts  receivables  included in these
financial  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. See Note 2.

On  December  31,  2002,  a  stockholder  owed the  Company  $867.  This loan is
non-interest  bearing,  uncollateralized  and due on demand.  During  2003,  the
amount was repaid.



                                      F-16
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------


NOTE 8 - CONCENTRATIONS

Bank Accounts
-------------
The Company maintains five cash accounts at a Canadian bank. The Canadian dollar
accounts are insured up to a maximum of $60,000,  and the United  States  dollar
accounts are not insured.  At December 31, 2004,  2003, and 2002,  approximately
$0, $400, and $600 was exposed to risk, respectively.

Customers
---------
Approximately 33% 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. See Note 7.

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,
2004,  2003,  and 2002,  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.


NOTE 9 - 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.

During the year ended  December 31, 2002,  the Company  issued $17,000 shares of
stock for cash for $1.00 per share.



                                      F-17
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------


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 $546,451 CDN  (approximately  $0.47 per share or $453,718 U.S.), less
commissions of $220,928.

Also during the year ended  December  31,  2004,  the Company  cancelled  10,000
shares of common  stock that it sold for  $10,000 CDN  (approx  $8,303  U.S.) in
2003.


NOTE 10 - 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.


NOTE 11 - 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. See Note 6.

In April 2004,  settlement for $2,500 CDN  (approximately  $1,990 U.S.) was made
and the balance was written off. See Note 6.


NOTE 12 - COMMITMENTS AND CONTINGENCIES

Potential Lawsuit
-----------------
During the year ended  December 31, 2002 the Company took over the operations of
one of its  customer's  casinos  due to  failure  to pay fee  owing.  The casino
customer in question has begun proceedings regarding breach of agreement against
the Company. At December 31, 2004 there was no financial impact and no potential
financial impact could be determined.



                                      F-18
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------


Celebrity Tan, Inc. Legal Proceedings
-------------------------------------
In November 2004, 3084735 Nova Scotia Limited, filed an action against Celebrity
Tan, Inc. and two other defendants  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 one of the
other  defendants a company,  and sold by the other,  an  individual.  The other
defendants are not related to the Company or any of its subsidiaries.  Celebrity
Tan has filed a defense  response,  as well as a cross complaint  against one of
the defendants.  The Company is going to vigorously defend itself and management
believes that any judgment would be immaterial;  therefore no liability has been
recorded by the Company at December 31, 2004.

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.

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.

Foreign Operations
------------------
The  accompanying  balance sheets for December 31, 2004,  2003, and 2002 include
approximately  $287,000,  $157,000, and $57,000,  respectively,  relating to the
Company's assets in Canada and Antigua.  Although these countries are considered
politically and economically  stable,  it is always possible that  unanticipated
events in foreign countries could disrupt the Company's operations.

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



                                      F-19
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------


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 signed a lease for office space in Calgary,  Alberta.  This one-year
lease  was in  effect  from  April 1, 2001  through  March 31,  2002 and was not
renewed.  The lease called for minimum  monthly rent  payments of  approximately
$560 Canadian with a deposit of $560 Canadian.

During the year ended December 31, 2001, the Company assumed a three-year office
lease in Oshawa,  Ontario.  The lease runs through  December 31, 2003. The lease
calls for a minimum  monthly  rent  payment of  approximately  $1,040  Canadian.
During the year ended December 31, 2002 the Company  decided to close the Oshawa
office  as it had no need  for the  additional  space  and the  Company  was not
satisfied that the rental  corporation  was upholding the lease  agreement.  The
rental corporation has not approached the Company for breaking the lease.

The  Company  rented  commercial  space in Toronto,  Ontario  during 2003 with a
month-to-month  agreement  for rent for $3,500  Canadian  (approximately  $2,200
U.S.),  plus expenses such as parking.  Rent expense for the year ended December
31, 2004 was $34,898.

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 $960 U.S.)
per month.  Total payments for the year ended December 31, 2004 were $14,583 CDN
(approximately $11,231 U.S.).

Future annual minimum lease payments for the terms of the lease agreements as of
December 31, 2004 are as follows for the years ending December 31:

                     Year       Annual Amount
                  ----------    -------------
                     2005       $      11,520
                     2006       $      10,560





                                      F-20
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------


NOTE 13 - PURCHASE OF SOFTWARE AND OTHER ASSETS

On April 26, 2001,  the Company  entered into an asset  purchase  agreement with
Suchow Holdings,  Ltd., a Bahamian-based company.  According to the terms of the
agreement,  the Company will pay a total of $103,000 and issue 1,000,000  shares
of common  stock.  In  return,  the  Company  acquired  an  Internet  gaming and
management software program and copyright, hardware, and several existing casino
contracts.  The Company expects to fully market,  license and operate the gaming
software. The total value of the assets amounted to $405,342.

During the year ended  December  31, 2002 the Company  reviewed the software and
determined that it would not be utilized in the near future. The Company further
determined  that  the  remaining  value  of  the  software  was  impaired.  This
impairment was expensed to operations during 2002 and totaled $409,886.


NOTE 14 - 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.

Prior to 2003, the Company was not required to use segment reporting.

Segment  information  (after  intercompany  eliminations)  for  the  year  ended
December 31, 2004 is as follows:

                                                   December 31,    December 31,
                                                       2004            2003
                                                   ------------    ------------
Revenues:
   Oxford Software Developers, Inc.                $    391,176    $    380,623
   Ontario Private Water Labelling Limited                2,508            --
   Celebrity Tan Inc.                                   301,565          58,534
                                                   ------------    ------------
             Total Revenues                        $    695,249    $    439,157
                                                   ============    ============

Operating income (loss):
   Oxford Software Developers, Inc.                $   (117,178)   $   (169,120)
   Ontario Private Water Labelling Limited               (2,149)
                                                                            128
   Celebrity Tan Inc.                                   (26,821)        (34,858)
                                                   ------------    ------------
              Net Loss                             $   (196,858)   $   (206,127)
                                                   ============    ============



                                      F-21
<PAGE>

OXFORD INVESTMENTS HOLDINGS INC.
(FORMERLY OXFORD SOFTWARE DEVELOPERS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
--------------------------------------------------------------------------------


Identifiable Assets::
   Oxford Software Developers, Inc.                $    101,766    $    100,601
   Ontario Private Water Labelling Limited                9,008             114
   Celebrity Tan Inc.                                   176,980          56,595
                                                   ------------    ------------
             Total Identifiable Assets             $    171,346    $    171,346
                                                   ============    ============

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



All of the Company's assets are held in Canada at December 31, 2004.

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.


NOTE 15 - SUBSEQUENT EVENT
In June 2005, the Company and its president entered into a settlement  agreement
with the Alberta Securities Commission. The Company and Mr. Donaghy acknowledged
that they breached  sections of the Securities  Act,  R.S.A.  2000 in connection
with  the  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.















                                      F-22