SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                  Form 20-F/A1


[ ]  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, 2006

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

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

Commission file number:
                       -------------


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

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

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

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

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


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


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


The number of outstanding shares of the issuer's common Stock as of December 31,
2006: 26,499,182

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act
         Yes[ ]             No[X]

If this report is an annual or transition report,  indicate by check mark if the
registrant  is not required to file  reports  pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
         Yes[ ]             No[X]

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

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


<PAGE>


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

         Yes[X]             No[ ]

Indicate by check mark which financial statement item the registrant has elected
to follow.

         Item 17[ ]         Item 18[X]


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

         Yes[ ]             No[X]










                                       2
<PAGE>

                                TABLE OF CONTENTS
                                                                            Page

   FORWARD - LOOKING STATEMENTS                                                5


                                     PART I
Item 1.           Identity of Directors, Senior Management and Advisers        *
Item 2.           Offer Statistics and Expected Timetable                      *
Item 3.           Key Information                                              5
                           Selected Financial Data                             5
                           Capitalization and Indebtedness                     7
                           Reason for the Offer and Use of Proceeds            7
                           Risk Factors
                                                                               7
Item 4.           Information on the Company                                  13
                           History and Development of the Company             13
                           Business Overview                                  14
                           Organizational Structure                           21
                           Property, Plants and Equipment                     21
Item 4A           Unresolved Staff Comments                                   21
Item 5.           Operating and Financial Review and Prospects                21
                           Operating Results                                  22
                           Liquidity and Capital Resources                    26
                           Research and Development                           27
                           Trend Information                                  27
                           Off-balance sheet arrangements                      *
                           Tabular disclosure of contractual obligations       *
                           Safe harbor                                        27
Item 6.           Directors, Senior Management and Employees                  28
                           Directors and Senior Management                    28
                           Compensation of Directors and Officers             29
                           Board Policies                                     30
                           Employees                                          31
                           Share Ownership                                    31
Item 7.           Major Shareholders and Related Party Transactions           32
                           Major Shareholders                                 32
                           Related Party Transactions                         32
Item 8.           Financial Information                                       33
                           Consolidated Statements and Other
                           Financial Information                              33
                           Significant Changes                                34
Item 9.           The Offer and Listing                                       34
Item 10.          Additional Information                                      35
                           Share Capital                                       *
                           Memorandum and articles of incorporation           35
                           Material Contracts                                 35
                           Exchange Controls                                  36
                           Taxation                                           36
                           Dividends and paying agents                         *
                           Statements by experts                               *
                           Documents on display                               40
                           Subsidiary Information                              *
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             *



                                       3
<PAGE>

Item 14.          Material Modifications to the Rights of Security
                           Holders and Use of Proceeds                         *
Item 15.          Controls and Procedures                                     41
Item 16A.         Audit Committee Financial Expert                            41
Item 16B.         Code of Ethics                                              42
Item 16C.             Principal Accountant Fees and Services                  42
Item 16D.         Exemptions from the Listing Standards for Audit Committees   *
Item 16E.             Purchases of Equity Securities by the Issuer and
                      Affiliated Purchases                                     *
Item 17.          Financial Statements                                        42
Item 18.          Financial Statements                                        42
Item 19.          Exhibits                                                    44
SIGNATURES                                                                    45
CERTIFICATIONS                                                                46
* Omitted pursuant to General Instruction E(b) of Form 20-F.









                                       4
<PAGE>

                           FORWARD LOOKING STATEMENTS

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

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

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


                                     PART I


Item 1. Identity of Directors, Senior Management and Advisers

     Not Applicable.


Item 2. Offer Statistics and Expected Timetable

     Not Applicable.

Item 3. Key Information

     A.   Selected Financial Data

     The  following  selected  financial  data for the years ended  December 31,
2002,  2003,  2004,  2005 and 2006 is  derived  from  our  audited  consolidated
financial  statements.  The selected financial data, as well as the consolidated
financial  statements and  accompanying  notes,  are prepared in accordance with
accounting  principles  generally  accepted in the United States. The Registrant
presents its  consolidated  financial  statements in United States dollars.  All
dollar  amounts in this Form 20-F are in United  States  dollars,  except  where
otherwise  indicated.  You  should  read  the  following  selected  consolidated
financial data with "Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations"  and the  consolidated  financial  statements  and
accompanying  notes and other financial  information  included elsewhere in this
annual report.



                                       5
<PAGE>
<TABLE>
<CAPTION>


                                              Year Ended       Year Ended       Year Ended      Year Ended      Year Ended

                                            Dec. 31, 2002    Dec. 31, 2003    Dec. 31, 2004   Dec. 31, 2005   Dec. 31, 2006
                                            -------------    -------------    -------------   -------------   -------------
<S>                                         <C>              <C>              <C>             <C>             <C>

Statement of Operations Data:
      Total revenues                        $    298,550    $    439,157    $    692,069    $    163,889    $    185,299
      Net Income/(Net Loss)                     (748,796)       (331,127)       (139,368)       (471,308)       (961,889)
      Basic and diluted
       net loss per share -                        (0.04)          (0.02)          (0.01)          (0.02)          (0.04)
     Weighted average number of
      Shares used in computing basic
      and Diluted net loss per share-         19,756,999      20,018,107      20,958,721      21,765,254      23,368,008
Balance Sheet Data:
     Cash and cash equivalents              $        637    $     11,745    $     28,553    $    (13,697)   $     37,969
     Total current assets                         48,246         147,516         286,095          58,290          90,855
     Total assets                                 57,121         157,309         292,883          62,727          94,321
     Total current liabilities                   780,366       1,126,698       1,260,151       1,544,956       1,431,884
     Total liabilities                           780,366       1,126,698       1,260,151       1,544,956       1,431,884
     Total accumulated deficit                (2,967,592)     (3,298,719)     (3,438,087)     (3,909,395)     (4,871,284)
     Total stockholders' equity (deficit)       (723,245)       (969,389)       (967,268)     (1,482,229)     (1,337,563)

</TABLE>

EXCHANGE RATES

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

      Year ended December 31,
      --------------------------------------------------------------------------
                                      2006    2005      2004     2003     2002

      --------------------
      End of Period                   .86      .86      .83     .77        .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  2006 and 2007.  The  exchange  rates used are the
closing rates as provided by the Bank of Canada.



                                       6
<PAGE>


-------------------------------------------------
Month                      High            Low
-------------------------------------------------
December 2006              0.88           0.86
-------------------------------------------------
January 2007               0.86           0.85
-------------------------------------------------
February 2007              0.86           0.84
-------------------------------------------------
March 2007                 0.87           0.85
-------------------------------------------------
April 2007                 0.90           0.86
-------------------------------------------------
May 2007                   0.93           0.90
-------------------------------------------------

     The exchange rate on December 31, 2006 for the  conversion of United States
dollars into  Canadian  dollars was $0.86  (CDN$1.00 = US$0.86).  As of June 22,
2007 the close rate of exchange for the conversion of United States dollars into
Canadian dollars was $0.94 (CDN$1.00 = US$0.94). 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 entered the
UV-free  sunless  tanning and private water  labeling  markets.  During 2006, we



                                       7
<PAGE>

entered  into the  stored-value  credit/debit  card market  through our suite of
"FocusKard"  products and our acquisition of ownership interests of companies in
China.  Our prospects  must be  considered  in light of the risks,  expenses and
difficulties  frequently  encountered  by  companies  in  their  early  stage of
development,  particularly  companies in new and rapidly evolving  markets.  The
risks, expenses and difficulties that we expect to encounter include:

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

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

We have a History of Operating Losses and a Significant Accumulated Deficit, and
we May Not Maintain Revenue or Achieve Profitability in the Future.

     We have not been profitable  since our inception in October 2000. We expect
to continue to incur additional losses for the next fiscal year as a result of a
high level of operating expenses,  significant up-front  expenditures,  pursuing
new  initiatives  for the Company and our marketing  activities.  We have had to
rely on  raising  money  through  private  placement  of our  stock  to fund our
ventures  and  operations.  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 Capital Resources Have Not Been Generated Primarily From Operations,  We May
Be  Dependent  On Our  Ability  To  Sell  Additional  Stock  To  Fund  Continued
Operations.

     To date, we have generated most of our cash flow from financing activities.
This has been primarily  from sales of our common stock,  and loans from Michael
Donaghy,  our founder,  President and Chief  Executive  Officer.  We have used a
significant portion of the capital we raised to fund cash outflows for operating
and investing  activities.  Since we have not attained profitable operations and
are dependent upon obtaining  financing to pursue our plan of operations,  there



                                       8
<PAGE>

is no assurance that we will not require  additional  resources in the future or
that we will  be able to  obtain  financing  in the  amount  required  or  terms
satisfactory to us.

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

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

Operational Risks

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

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

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

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

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

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



                                       9
<PAGE>

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

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

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

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

Changes In Banking Regulations Could Hurt Our Business.

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

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

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

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

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

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

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



                                       10
<PAGE>

going concern.

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

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

Key Individual

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

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

Protection and Enforcement of Intellectual Property Rights

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

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

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



                                       11
<PAGE>

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

Uncertainty of Enforcement of U.S. Laws and Judgments against Foreign Persons

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

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

We  Currently  Depend  On the Sale of a few  Products  to  Generate  Most of Our
Revenue

     We expect the sales of our  stored-value  cards 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, 2006,  Michael  Donaghy,  our sole director,  indirectly
through his spouse,  beneficially owned approximately 8,300,000 shares or 31.32%
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



                                       12
<PAGE>

could have the effect of delaying or  preventing  a change in our  control,  the
effect of which may be to deprive you of a control  premium that might otherwise
be realized in connection with our acquisition.

No Established Public Trading Market

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

Possible Volatility of Stock Price

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

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

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

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

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



                                       13
<PAGE>



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.

     Due to recent changes in United States law with respect to Internet gaming,
we are no longer involved in Internet gaming activities.

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

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

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

B.   Business Overview

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

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

The Product and the Market

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



                                       14
<PAGE>

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

The Opportunity

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

Product

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

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

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

The Strategy

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

     The  programs  currently  underway  for the  "FocusKard"  suite of products
involve  the  introduction  of a  payroll  card  and a  direct-debit  card.  The
FocusKard  payroll card offers  employers  and  employees a  check-free,  easily
distributed,  instant-access method to deal with the administration of wages and
employee  compensation.  The FocusKard  direct-debit  card is a  consumer-loaded
prepaid card for equivalent-to-cash transactions with statement benefits, and is
ideal for online  transactions,  corporate expense cards,  PIN-protected  travel
currency, and gift cards.

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

Arden Trading Company Ltd.

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

Corporate Profile

     Arden Trading Company Ltd specializes in the operation of customer  loyalty
program redemption.  The Company has been in business for two years and has been
profitable since its inception.  Arden provides  services to China  Construction



                                       15
<PAGE>

Bank for the Province of Guangdong,  processing bonus point  redemptions for the
bank. Arden will expand these services into Shanghai and Beijing during 2007.

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

The Product and The Market

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

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

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

The Opportunity

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

Product and Company Advantages

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

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

The Strategy

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

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

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



                                       16
<PAGE>


Hongxin Insurance Agency

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

Corporate Profile

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

The Product and The Market

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

The Opportunity

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

Product and Company Advantages

     In  addition  to  established  relationships  with some major  enterprises,
Hongxin has established partnership relationships with some major banks in China
to provide insurance to their  cardholders.  Currently Hongxin is the designated
sole insurance agent for the cardholders of China  Construction  Bank (Guangdong
Branch)'s  "Automotive Card". The "Automotive Card" is a roadside assistance and
automotive  services program,  and it offers a discount on automotive  insurance
purchased through Hongxin.

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

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

The Strategy

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

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

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



                                       17
<PAGE>


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

Foshan Foshantong Information Technology Co., Ltd.

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

Corporate Profile

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


The Product and the Market

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


Product and Strategy

     Wanzhi is now converting  300,000  existing card accounts to the Foshantong
Card program.  The portfolio  includes the existing  Foshan  Education One Card,
Smart Cards  issued to the staff of Chigo  Air-Conditioning  Manufacturing  Co.,
Watson's loyalty cards, library membership cards and Foshan residential district
cards. Wanzhi shall provide 500 P.O.S. (point of sale) card-processing units for
use by  Foshantong  at merchant  locations in addition to the existing 500 units
now placed with  merchants.  A bonus point based loyalty card program and a gift
card program are also being planned.

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

Celebrity Tan, Inc.

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

     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. We intend to discontinue the operations of Celebrity



                                       18
<PAGE>

Tan and sell the business as we focus our operations on the  direct-banking  and
payment-card  solutions business  concentrating  around our "FocusKard" suite of
products.

The Product and Market

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

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

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

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

Product and Company Advantages

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

The Strategy

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



                                       19
<PAGE>

     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.

International E Gaming Developers, Inc.

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


Ontario Private Water Labeling Ltd.

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

Competition

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



                                       20
<PAGE>


C. Organizational Structure

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

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. .


Item 4A. Unresolved Staff Comments

     Not Applicable.


Item 5. Operating and Financial Review and Prospects

A.   Operating Results

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

Overview

     We were  incorporated  with the objective of  capitalizing on the growth of
Internet gaming and entertainment - e-gaming. However, as a result of persistent
uncertainty  in  Internet  gaming  laws  in  various  jurisdictions   worldwide,
particularly  in the United  States,  we felt that it was  beneficial  for us to
closely review our strategic  planning as we move forward.  As a result,  we did
not renew our  e-gaming  license  and in May 2003,  we  initiated  two  business
ventures  to  further  diversify  the  Company's  interests  in  the  lifestyles
consumables  market.  The first initiative is the distribution of a private line



                                       21
<PAGE>

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

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

Sources of Revenue

     For 2006,  our  product  revenue  consists  of UV free  Tanning  Booths and
related  supplies,  bottled water and bottled water private  labeling,  software
sub-license fees and web site customization  fees. Our services revenue includes
amounts derived from hosting fees, royalties and revenue sharing arrangements on
e-commerce transactions.

Revenue Recognition

     Our  licensing  agreements  contain  multiple  fee  elements  such  as  web
customization,  web hosting, licensing and marketing fees. Fees are allocated to
the various components based on objective evidence of fair value, which includes
the price charged as if the element was sold  separately.  We recognize  revenue
when  there  is  persuasive  evidence  of an  arrangement,  such as a  licensing
agreement, when delivery has occurred, when there is a fixed or determinable fee
and when  collectibility is probable.  When the fee is not fixed or determinable
or when collectibility is not assured,  the revenue is recognized when received.
As amounts are  collected,  the  appropriate  revenue is recognized and deferred
revenue is recorded for the annual amortizable portion as described below.

Current Sources Of Revenue

     UV-Free Tanning Booths and Related Products

     We manufacture and sell UV-Free Tanning Booths and related  supplies to our
customers.  Revenue on such sales are  recognized  when the product is delivered
and  installed  at a  customer's  location.  Revenue  from the  sale of  related
products is recognized upon the sale and delivery of such products.

     Spring Water

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

     License Fees

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


A.   Operating Results

     The following is management's  discussion and analysis of the our financial
condition and results of its  operations for the fiscal years ended December 31,
2003,  2004,  2005 and 2006.  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.



                                       22
<PAGE>


Fiscal Year Ended December  31, 2006

     Revenues

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

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

     Cost of Revenues

     Cost of revenues  amounted to $111,016  from $141,423 a decrease of $30,407
or 22% from the comparable period from the prior year and consisted  principally
of  lower  costs  associated  with  the  slowdown  in  the   manufacturing   and
distribution  of our UV-free  tanning  booths and  material  ($1,043),  e-gaming
royalties and services ($17,641), and gaming license expenses ($92,332).

     Selling, General and Administrative Expense

     Selling, general and administrative expense ("SG&A") amounted to $1,001,405
from  $473,495,  an increase of $527,910 or 111% and  consisted  principally  of
stock-based  compensation  ($507,662),  advertising  and  marketing  ($101,601),
professional  fees  (comprised  of  accounting,   audit  and  legal)  ($69,311),
consulting   fees   ($211,417),   rent  ($53,230)   other   administrative   and
communication expenses ($58,184).

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

     Financial Condition, Liquidity and Capital Resources

     At December  31,  2006,  the Company  had total  current  assets of $94,321
consisting  of cash and cash  equivalents  of  $37,969,  inventory  of  $12,872,
receivables of $7,451 and prepaid expenses of $32,563.

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

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

     Financing  activities  provided $526,738 for the fiscal year ended December
31, 2006. Funds provided by financing activities were from the sale of 3,374,832
shares of common  stock.  The  Company  used  $23,335 to repay loans made to the
Company from related parties.



                                       23
<PAGE>


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

Fiscal Year Ended December  31, 2005

     Revenues

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

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

     Cost of Revenues

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

     Selling, General and Administrative Expense

     Selling,  general and administrative  expense ("SG&A") amounted to $473,495
from $482,211, a decrease of $8716 or 0.02% and consisted principally of payroll
($45,713),  advertising and marketing ($8,146),  professional fees (comprised of
accounting,  audit and legal) ($58,227),  consulting fees ($171,147),  bad debts
($82,600),  rent  ($50,968)  other  administrative  and  communication  expenses
($56,694).

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

     Financial Condition, Liquidity and Capital Resources

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

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

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

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

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


Fiscal Year Ended December  31, 2004

     Revenues



                                       24
<PAGE>


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

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

     Cost of Revenues

     Cost of revenues  amounted to $350,251 from $321,388 an increase of $28,863
or 9% from the comparable  period from the prior year and consisted  principally
of costs  associated  with the  manufacturing  and  distribution  of our UV-free
tanning booths and material ($134,944),  casino operations  ($204,559),  bottled
spring water ($1,200) and gaming license expenses ($9549).

     Selling, General and Administrative Expense

     Selling,  general and administrative  expense ("SG&A") amounted to $482,211
from  $428,687,  an increase of $53,524 or 12.5% and  consisted  principally  of
payroll  ($33,757),  advertising  and  marketing  ($43,958),  professional  fees
(comprised  of  accounting,   audit  and  legal)   ($81,978),   consulting  fees
($194,769),  rent ($46,128)  other  administrative  and  communication  expenses
($81,621).

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

     Financial Condition, Liquidity and Capital Resources

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

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

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

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

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

Fiscal Year Ended December 31, 2003

     Revenues

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



                                       25
<PAGE>

Sales from tanning booths and related products  accounted for 13% of our revenue
and spring water branding and sales accounted for 0% of revenue.

     Cost of Revenues

     Cost of revenues  amounted to $321,388 from $70,752 an increase of $250,636
or 354% from the comparable period from the prior year and consisted principally
of costs  associated  with the  manufacturing  and  distribution  of our UV-free
tanning booths and material ($41,067),  casino operations  ($209,345) and gaming
license expenses ($70,976).

     Selling, General and Administrative Expense

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

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

     Financial Condition, Liquidity and Capital Resources

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

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

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

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

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

B.   Liquidity and Capital Resources

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


     From January 1, 2007 to present we have sold approximately 4,810,750 shares
of our common shares through private placements with accredited  investors.  The
offering is being  conducted  pursuant to the exemption  provided by Rule 506 of
Regulation D, under the  Securities  Act of 1933.  We have raised  approximately
$1,080,655,  before  expenses,  for  working  capital  to  fund  our  continuing
operations and our joint venture acquisitions of Chinese companies.

     As of  December  31,  2006 we had  approximately  $37,969  of cash and cash
equivalents.

     To provide working capital for its operations and project development,  the
Company  will need to raise new funds.  Traditionally,  the  Company  has raised
capital through the issuance of common shares. In addition, from time to time in
the past,  Michael Donaghy,  the President of the Company,  personally  advanced



                                       26
<PAGE>

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, 2007,  the Company  believes  that it will
need  approximately  CAD$1,000,000  of cash to cover  administrative  costs  and
approximately   CAD$60,000  for  payment  of  lease   properties.   The  Company
anticipates that it will pay for its 2007  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 2007,  however,  no assurances  can be given that the Company will be
able to raise cash from additional  financing efforts.  If the Company is unable
to obtain sufficient funds from future financing,  or from current revenues, the
Company may not be able to become profitable.


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

     We are not involved in any research and  development and have no registered
patents or licenses.  In the fiscal years 2006,  2005,  2004, 2003 and 2002, the
Company did not have any research, development or patent expenses.


D.   Trend Information

     In 2007,  we intend to continue  our tight cost control in order to achieve
the highest profitability possible. See Item 5A. "Operating and Financial Review
and Prospects - Results of Operation" for additional trend information.

The Internet

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

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

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



                                       27
<PAGE>

The Economy

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

     E.   Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

     F.   Tabular Disclosure of Contractual Obligations

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

     G.   Safe harbor (Forward Looking Information)

We are projecting increased expenses.

     We are projecting  increased  expenses for the fiscal year ending  December
31, 2007 as our  stored-value  card  business  grows.  It is expected that these
expenses will be caused primarily by:

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

We are in the emerging stage.

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

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

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

Item 6. Directors, Senior Management and Employees



                                       28
<PAGE>


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

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

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


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

     Michael Donaghy,  President.  Mr. Donaghy,  age 43, has been our President,
Chief Executive  Officer and a member of our Board of Directors since inception.
From  February  2000 to October  2000 he served as Interim  President  of Zaurak
Capital  Corp.,  an e-gaming  holding  company.  In 1999 he formed and was named
President and Chief Executive  Officer of CyberGaming Inc., a company engaged in
the business of Internet e-gaming  sub-licensing,  website creation and hosting.
Mr. Donaghy resigned as President and CEO of CyberGaming Inc. in September 2000,
just prior to joining us. Mr. Donaghy is also President of  Citywebsites.com,  a
website design company, since March 1995.

     Paul Bilewicz,  Director.  Mr.  Bilewicz,  age 57, has been a member of our
Board of Directors since April, 2007. From 2003 to present, he owns and operates
a Resort/ Retreat,  Pretty River Valley Inn located in the Blue Mountain area in
central Ontario.  Prior to that, from approximately 1996 to 2000 he was employed
with  Glaxo  Canada  or its  parent  company  GlaxoWellcome  Plc.  He was  Chief
Information  Officer  at Glaxo  Canada;  he also  assumed  additional  executive
responsibility for Finance, Human Resources and Business Process Re-engineering.
He was a member of the Glaxo Canada, Board of Directors.  In 2000, he joined the
Royal  Bank  of  Scotland  in  Edinburgh  as  Director  of  Systems  Application
Development and Operations for Retail Banking.  In 1996, he was appointed to the
position of Worldwide Director of Information Technology for the parent company,
GlaxoWellcome  Plc  and  relocated  to  London,  England.  In  that  role he was
responsible for systems and networks globally for their manufacturing,  research
and  development  and  commercial  operations,  as well as being a member of the
Executive  Committee of the US subsidiary.  Mr. Bilewicz  received a Bachelor of
Mathematics from the University of Waterloo in 1973 and also completed Executive
Programs at the Darden  Graduate  School of Business  (University  of Virginia),
Insead,  in  Fontainbleu,  France  and the  Fuqua  School  of  Business  at Duke
University in North Carolina.

     Doug Lewis,  Director.  The Honorable Doug Lewis, age 69, has been a member
of our Board of Directors since March, 2007. From September 2001 to present, Mr.
Lewis  practices  corporate  and  commercial  law,  negotiating  and elder  law,
including estate  administration  with a partnership he formed. Mr. Lewis served
as a lawyer member of the Ontario  Consent and Capacity  Board from October 2002
to October 2005.  From 1993 until  September 2001, Mr. Lewis pursued a number of
business interests,  utilizing his experience in law,  accounting,  business and
government while serving as informal "House Counsel" for various companies.

     Mr.  Lewis has served in a number of  positions  in  government,  including
Parliamentary  Secretary to the Secretary of the Treasury Board. In 1987, he was
appointed to the Cabinet by Prime  Minister  Brian  Mulroney  where he served as
Minister of State-Government House Leader. From 1988 to 1990, Mr. Lewis held the
positions  of  Government  House  Leader and  Minister of Justice  and  Attorney
General of Canada.  In 1990, he was appointed  Minister of Transport and in 1991
he was appointed  Solicitor  General of Canada, a post he held until the Federal



                                       29
<PAGE>
<TABLE>
<CAPTION>

election of 1993. In 1984, he was appointed a Queen's Counsel by the Province of
Ontario and by the Canadian Federal Government in 1992. Mr. Lewis maintained his
membership  in the Law Society of Upper  Canada  during his years as a Member of
Parliament and returned to the practice of law in 2001.

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

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

     B.  Compensation.  Mr. Donaghy received a salary of $125,000 for the fiscal
years ended  December 31,  2004,  December 31, 2005 and December 31, 2006 as the
Company's  President and Chief Executive Officer. No other compensation was paid
to our executive officers.

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

Executive Compensation

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


                               SUMMARY COMPENSATION TABLE

                                                                          Long Term Compensation

                                Annual Compensation                 Awards                      Payouts

                                                              Restricted   Securities    LTIP       All Other
Name and             Fiscal     Cash           Other Annual   Stock        Underlying    Payouts    Compensation
Principal position   Year       compensation   Compensation   Award(s)     Options (#)
                                 (US$)            (US$)
<S>                 <C>          <C>            <C>           <C>          <C>           <C>        <C>



Michael Donaghy     2006         $   125,000         --         --         1,600,000         --         --
Director and
President & Chief   2005         $   125,000         --         --              --           --         --
Executive Officer
                    2004         $   125,000         --         --              --           --         --

Paul Bilewicz       2007         $      0.00         --         --              --           --         --
Director

Hon. Doug Lewis     2007         $      0.00         --         --              --           --         --
Director

</TABLE>

     C. Board Practices.  While not required, each of the Company's directors is
a resident of Canada and holds  office  until the  Company's  annual  meeting or
until his  successor  is duly  elected  or  appointed.  Officers  are  appointed
annually by the Board of Directors to serve at the Board's will. The Company has
no  contracts  with  any  of  its  Directors  that  provide  for  payments  upon
termination. The Company does not have separate audit or compensation committees
because  up until  2007  there was only one  member  on the Board of  Directors.
However,  since the  Company  has  recently  increased  the size of the Board of
Directors from zero to three,  the Company  intends to establish  separate audit
and compensation committees.



                                       30
<PAGE>
<TABLE>
<CAPTION>

     D. Employees. As of December 31, 2006, we had a total of five (5) employees
(four (4) full-time  and one (1)  part-time)  in Toronto,  Ontario.  None of our
employees are covered by any collective  bargaining  agreement.  We believe that
relations with our employees are good.

     E. Share Ownership.  The following table sets forth information relating to
the  beneficial  ownership  of our  common  stock as of the date of this  annual
report by those  persons who  beneficially  own more than 5% of our common stock
and by all of our directors and  executive  officers as a group,  as of June 25,
2007.  As of December  31,  2006 there were  26,499,182  shares of common  stock
outstanding.


Name and Address of Beneficial        Position with the Company          Number of Shares Owned            Percent
------------------------------        -------------------------          ----------------------            -------
<S>                                   <C>                                <C>                               <C>

Owner (1)
---------
Michael Donaghy (2)                   Director, President &                8,300,000                        31.32%
                                      Chief Executive Officer

Paul Bilewicz                         Director                                 0                              *
Hon. Doug Lewis                       Director                               500,000                         1.89%




CEDE & Co.                            N/A                                  7,619,475                        28.75%
P.O. Box 222
Bowling Green Station
New York, NY 10274




All Officers and
Directors as a Group                                                       8,300,000                        34.68%
(1 Person)

</TABLE>


(*)  Owns less than one percent (1%) of the Company's common stock.

(1)  All officer and  director  addresses  are c/o the Company at 1315  Lawrence
     Avenue East, Suite 520, Toronto, Canada M3A 3R3.

(2)  Mr. Donaghy beneficially owns these shares indirectly through his spouse.

Stock Option Plan

     At  the  Company's  2006  Annual  Meeting,   the  shareholders   adopted  a
Non-Qualified  Stock Option Plan for the Company (the "Stock  Option  Plan").  A
total of up to ten percent (10%) of the common shares of the Company, (currently
3,529,599  shares)  outstanding from time to time, are reserved for the issuance
of stock  options  pursuant to the Stock Option  Plan.  Options may be issued to
directors,  key personnel and consultants to the Company,  its  subsidiaries and
affiliates.  The  holders  of  options  under all of the Stock  Option  Plan are
responsible  for all personal  tax  consequences  relating to the  options.  The
exercise  prices of the  options  are based on the fair  value of the  Company's
common shares at the time of grant as determined by our board of directors.  The
current  practice of our board of  directors is to grant  options with  exercise
prices  that  equal  100% of the  closing  price  of our  common  shares  on the
applicable date of grant. There are currently 2,100,000 options issued under the
Stock Option Plan.  As of June 8, 2007 a total of 1,600,000  stock  options have
been exercised and a total of 500,000 stock options are outstanding.



                                       31
<PAGE>
<TABLE>
<CAPTION>


 The following table sets out stock option awards received by the Named
Executive Officers during the year ended December 31, 2006.


          Option grants of Oxford Investments Holdings Inc. during 2006
                                                                            Market Value of
                                                                              Underlying
                      Securities Under  % of Total Option                   Options on Date
Name                     Options          Grants in Year     Exercise Price   of Grant           Expiration Date
----                     -------          --------------     --------------   --------           ---------------
<S>                      <C>              <C>                <C>              <C>                <C>

Michael Donaghy          800,000                38               $ 0.15          NIL             November 16, 2016

</TABLE>


     The following table shows, for each Named Executive Officer,  the number of
common shares acquired through the exercise of options of the Company during the
year ended December 31, 2006, the aggregate value realized upon exercise and the
number of  unexercised  options  under the Stock  Option Plan as at December 31,
2006.  The value  realized  upon exercise is the  difference  between the market
value of  common  shares  on the  exercise  date and the  exercise  price of the
option.  The value of unexercised  in-the-money  options at December 31, 2006 is
the difference between the exercise price of the options and the market value of
the Company's  common shares on December 31, 2006,  which was $0.38 per share of
the Company's common stock.
<TABLE>
<CAPTION>

        Aggregate option exercises during 2006 and year end option values

                                                                  Unexercised options at           Value of unexercised in-the-money
                                                                   December 31,2006                options at December 31, 2006 (C$)
                                                                   ----------------                ---------------------------------
<S>                                                                <C>                             <C>
</TABLE>
<TABLE>
<CAPTION>

                          Securities      Aggregate value
                          acquired at        realized
Name                        exercise            ($)           Exerciseable  Unexerciseable            Exerciseable    Unexerciseable
----                       --------            ---           ------------  --------------            ------------     --------------
<S>                        <C>             <C>               <C>            <C>                      <C>               <C>

Michael Donaghy             800,000        $120,000.00           800,000              0                $184,000.00              0

</TABLE>


Item 7.           Major Shareholders and Related Party Transactions

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

     B. Related party transactions.

     As of June 15, 2007,  the Company was indebted to its  officers,  directors
and stockholders  $269,708.00,  for cash advances,  consulting fees and expenses
paid on behalf of the Company.  These related party loans are  uncollateralized,
non-interest bearing and due on demand. The Company is indebted to a director in
the amount of  $137,296,  bearing  interest  at 5% per annum,  due upon  demand.
Interest for the year ended December 31, 2006 amounted to $16,122.

     The Company rents space in Toronto  Ontario on a  month-to-month  agreement
from a  corporation  that is  controlled  by a  director.  The  monthly  rent is
$3500.00  (CDN) and as of December  31, 2006,  the Company owed the  corporation
$51,057 in back rent.

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


Item 8. Financial Information

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



                                       32
<PAGE>

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

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

Legal Proceedings

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

     In November  2004,  3084735 Nova Scotia  Limited,  a corporation  organized
under the laws of Nova  Scotia,  Canada  filed an action  against Mega Sun Inc.,
Celebrity Tan Inc. and Ray Zinck alleging breach of implied warranty,  breach of
contract,  misrepresentation  and sale of a defective product in connection with
the sale of a tanning mist booth.  The booth was  manufactured by Mega Sun Inc.,
an entity  unaffiliated with the Company or Celebrity Tan Inc., and sold to Nova
Scotia  Limited  by  Celebrity  Tan  Inc.  through  Ray  Zinck,  an  independent
salesperson.  The action seeks  damages in the amount of the  purchase  price of
approximately  US$30,000.00,  plus  interest  and costs.  Celebrity  Tan filed a
timely defense in response to the claim denying all allegations in the complaint
and also filed a cross  complaint  against Mega Sun Inc. The action is currently
in the  pretrial  stage  and has been  inactive  for the past two  years.  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,  and began trading in May
2004 under the symbol OXIHF. Even though our stock is listed on the OTCBB, it is



                                       33
<PAGE>

very thinly  traded and trading can be sporadic and as of December 31, 2006,  no
active  established  market within or outside the United States  existed for our
common stock.

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

                                High                   Low
 2007                           $0.85                  $0.34
 May                            $0.65                  $0.50
 April                          $0.75                  $0.51
 March                          $0.76                  $0.55
 February                       $0.85                  $0.55
 January                        $0.62                  $0.34
 First Quarter                  $0.85                  $0.34
 2006                           $1.19                  $0.04
 December                       $0.40                  $0.36
 Fourth Quarter                 $0.40                  $0.28
 Third Quarter                  $1.19                  $0.27
 Second Quarter                 $0.50                  $0.13
 First Quarter                  $0.10                  $0.04
 2005                           $0.15                  $0.01
 December                       $0.08                  $0.06
 Fourth Quarter                 $0.08                  $0.06
 Third Quarter                  $0.08                  $0.01
 Second Quarter                 $0.15                  $0.02
 First Quarter                  $0.15                  $0.06
 2004                           $0.55                  $0.10
 Fourth Quarter                 $0.25                  $0.10
 Third Quarter                  $0.55                  $0.20
 Second Quarter                 $0.55                  $0.10



     The closing price of the  Company's  common shares on the OTCBB on June 22,
2007 was $0.53.

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.



                                       34
<PAGE>


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

     The Company entered into an employment agreement with Michael Donaghy dated
July 1, 2001 to serve as our  President  and also as the general  manager of our
wholly-owned   subsidiary   International  E  Gaming   Developers  Inc.  At  the
expiration,  the Company and Mr. Donaghy signed an agreement to extend the terms
of the  employment  agreement for an  additional  four (4) years until June 30th
2008.  Mr.  Donaghy is  entitled to receive an annual  salary of  $125,000  plus
customary   vacation,   medical,   dental  and  life   insurance   benefits  and
reimbursement  of certain  business  expenses.  We may terminate the  employment
agreement for "cause" which includes,  (i) failure by Mr. Donaghy to perform his
duties  in  accordance  with  the  employment  agreement;   (ii)  Mr.  Donaghy's
conviction for a criminal offense involving fraud,  misappropriation  of monies,
property  or  rights  of the  Company  or an act of moral  turpitude;  (iii) Mr.
Donaghy's  willful  malfeasance  or willful gross  misconduct;  (iv) a breach of
certain provisions of the employment agreement; and (v) for any reason permitted
by law that would allow the Company to terminate the agreement without notice or
for payment in lieu of notice.

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


D.   Exchange controls.

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

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

E.   Taxation.

Canadian Federal Income Tax Consequences

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

     This  summary  is of a general  nature  only and is not,  and should not be
interpreted  as,  legal or tax  advice  to any  particular  U.S.  Holder  and no
representation  is made with respect to the Canadian income tax  consequences to
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.



                                       35
<PAGE>

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

United States Federal Income Tax Consequences

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

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

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

U.S. Holders

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

Persons Not Covered

     This summary does not address the U.S.  federal income tax  consequences to
persons  (including  persons who are U.S. Holders) subject to special provisions
of U.S.  federal income tax law,  including (i) tax-exempt  organizations,  (ii)
qualified  retirement  plans,  (iii)  individual  retirement  accounts and other
tax-deferred  accounts,  (iv) financial  institutions,  (v) insurance companies,
(vi) real estate investment trusts, (vii) regulated investment companies, (viii)
broker-dealers, (ix) persons or entities that have a "functional currency" other
than the U.S. dollar,  (x) persons subject to the alternative  minimum tax, (xi)
persons  who own their  common  shares  of the  Company  as part of a  straddle,
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



                                       36
<PAGE>

     U.S. Holders receiving distributions (including constructive distributions)
with  respect to common  shares of the Company are  required to include in gross
income  for  U.S.   federal  income  tax  purposes  the  gross  amount  of  such
distributions,  equal to the U.S. dollar value of such distributions on the date
of receipt  (based on the  exchange  rate on such date),  to the extent that the
Company has current or accumulated  earnings and profits,  without reduction for
any Canadian  income tax withheld  from such  distributions.  Such  Canadian tax
withheld  may be  credited,  subject to certain  limitations,  against  the U.S.
Holder's U.S. federal income tax liability or, alternatively, may be deducted in
computing the U.S.  Holder's U.S.  federal  taxable  income by those who itemize
deductions. (See more detailed discussion at "Foreign Tax Credit" below). To the
extent  that  distributions  from the  Company  exceed  current  or  accumulated
earnings and profits of the Company, such distributions will be treated first as
a return of capital,  to the extent of the U.S.  Holder's  adjusted basis in the
common  shares,  and  thereafter as gain from the sale or exchange of the common
shares of the Company.  (See more detailed  discussion at "Disposition of Common
Shares of the Company" below)

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

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

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

Foreign Tax Credit

     A U.S.  Holder who pays (or has withheld  from  distributions)  Canadian or
other  foreign  income tax with respect to the ownership of common shares of the
Company may be entitled,  at the option of the U.S. Holder,  to either receive a
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.



                                       37
<PAGE>

In applying this  limitation,  the various items of income and deduction must be
classified as either  "foreign  source" or "U.S.  source."  Complex rules govern
this  classification   process.  In  addition,  this  limitation  is  calculated
separately with respect to specific classes of income such as "passive  income,"
"high withholding tax interest," "financial services income," "shipping income,"
and  certain  other  classifications  of income.  Dividends  distributed  by the
Company  will  generally   constitute  "foreign  source"  income,  and  will  be
classified  as  "passive  income"  or,  in the  case of  certain  U.S.  Holders,
"financial services income" for these purposes.

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

Disposition of Common Shares of the Company

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

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

Currency Exchange Gains or Losses

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

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



                                       38
<PAGE>

income for such year is "foreign  personal holding company income" as defined in
Section 553 of the Code (e.g.,  dividends,  interest,  royalties,  certain gains
from the sale of stock  and  securities,  and  certain  gains  from  commodities
transactions),  the  Company  may be  treated  as a  "Foreign  Personal  Holding
Company"  ("FPHC") In that event,  U.S.  Holders of common shares of the Company
would be  required  to  include in gross  income  for such year their  allocable
portions of such "foreign  personal  holding  company  income" to the extent the
Company does not actually distribute such income.

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

Foreign Investment Company

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

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

Controlled Foreign Corporation

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

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

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

     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



                                       39
<PAGE>

not formed in the U.S. and, for any taxable year,  either (i) 75% or more of its
gross income is "passive income" or (ii) the average percentage,  by fair market
value (or, if the  corporation is not publicly traded and either is a controlled
foreign corporation or makes an election,  by adjusted tax basis), of its assets
that produce or are held for the production of "passive  income" is 50% or more.
"Passive income" includes, for example,  dividends,  interest, certain rents and
royalties,  certain  gains from the sale of stock and  securities,  and  certain
gains from commodities  transactions.  However, gains resulting from commodities
transactions  are generally  excluded from the  definition of passive  income if
"substantially  all" of a merchant's,  producer's or handler's business is as an
active merchant, producer or handler of such commodities.

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

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

     The  Company  believes  that it was not a PFIC for its  fiscal  year  ended
December  31,  2005 and does not  believe  that it will be a PFIC for the fiscal
year ending  December 31, 2006.  There can be no  assurance  that the  Company's
determination  concerning  its PFIC status will not be challenged by the IRS, or
that it will be able to satisfy record keeping requirements that will be imposed
on QEFs in the event that it qualifies as a PFIC.

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

F.   Dividends and paying agents.

     Not Applicable.

G.   Statements by experts.

     Not Applicable

H.   Documents on display.

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



                                       40
<PAGE>

I.   Subsidiary Information

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

Item 11.          Quantitative and Qualitative Disclosures About Market Risk

     Not Applicable.

Item 12.          Description of Securities Other Than Equity Securities

         Not Applicable.

                                     PART II

Item 13. Defaults, Dividends Arrearages and Delinquencies

     Not Applicable.

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

     Not Applicable.

Item 15. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

     "Disclosure  controls and  procedures":  are controls and other  procedures
that are designed to ensure that  information  required to be disclosed by us in
the reports we file with the  Securities  and Exchange  Commission  is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms and that the information is accumulated  and  communicated
to our management, including our Chief Executive Officer and our Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.
The Company has developed and  implemented a disclosure  controls and procedures
policy with a view to promoting  consistent  disclosure  controls and procedures
practices.

     We  carried  out an  evaluation  of the  effectiveness  of the  design  and
operation  of our  disclosure  controls  and  procedures  as defined in SEC Rule
13a-15(e) as of the end of the fiscal year covered by this Annual Report on Form
20-F.  This  evaluation  was  carried  out  under the  supervision  and with the
participation of our management,  including our Chief Executive  Officer and our
Acting Chief Financial Officer. Based upon that evaluation,  our Chief Executive
Officer and our Acting Chief  Financial  Officer  concluded  that our disclosure
controls  and  procedures  are  effective.  There was no changes in our internal
control over  financial  reporting  during the year ended December 31, 2006 that
have materially  affected,  or are reasonably likely to materially  affect,  our
internal control over financial reporting.

     We recognize that any controls and procedures,  no matter how well designed
and  operated,   can  provide  only  reasonable  assurance  of  achieving  their
objectives and our management necessarily applies its judgment in evaluating the
cost-benefit  relationship of possible  controls and procedures.  Projections of
any evaluation of  effectiveness  to future periods are also subject to the risk
that controls may become inadequate because of changes in conditions or that the
degree of  compliance  with the  policies  or  procedures  may  deteriorate.  In
addition, internal controls over financial reporting remains an evolving concept
and, as acknowledged by the SEC in both its rule-making and concept  releases as
well as its "Final Report of the Committee on Smaller Public Companies" released
in April 2006, no  definitive  industry  definition  or guidance for  management
currently exists as to what constitutes  adequate  internal controls for smaller
public companies like us. Accordingly,  in light of the continuing SEC dialog as
to what constitutes  effective control  procedures for smaller public companies,
our controls and procedures  are subject to on-going  review and revision by our
management.

Changes in Internal Controls

     There have been no changes in our internal control over financial reporting
identified  in  connection  with the  evaluation  described  above that occurred
during the period covered by this annual report that has materially affected, or
is reasonably likely to materially  affect,  our internal control over financial
reporting.

Item 16A. Audit Committee Financial Expert

     The Company does not have a separate  audit  committee at this time because
up until  April  2007  there  was only one  member  on the  Board of  Directors.
However,  since the  Company  has  recently  increased  the size of the Board of
Directors  from  one to  three,  the  Company  intends  to  establish  an  audit
committee.  The Company  therefore does not have an "audit  committee  financial
expert." The Board is currently endeavoring to establish an audit committee with
such a candidate  and intends to do so as soon as an  appropriate  individual is
identified.

                                       41
<PAGE>


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. and
Danziger & Hochman,  Chartered Accountants,  respectively,  during the following
fiscal years:



                                   2005                      2006

Audit fees                      US$7,300.00              CDN$38,000.00
Other Fees                         -0-                       -0-
Total                            =======                   =======


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

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

     Since the Company does not yet have an audit committee,  the Board approves
in  advance  all audit  services  and all  non-audit  services  provided  by the
independent auditors based on a policy adopted by the Board.

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


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

     Not applicable.

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

     Not applicable.


                                    PART III

Item 17. Financial Statements

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



Item 18. Financial Statements

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



                                       42
<PAGE>


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

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




                                       43
<PAGE>

Item 19. Exhibits

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

                                  Exhibit Index

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


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


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


         Financial Statement Schedules

            None.

                                       44
<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: December 13, 2007                        By:  /S/Michael Donaghy
                                                    ----------------------------
                                                Michael Donaghy, President/
                                                Chief Executive Officer




                                       45
<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  Registrant,   including  its
          consolidated  a  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  affect the  Registrant's  ability to a
          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: December 13, 2007




                                       46
<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  Registrant,   including  its
          consolidated  a  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  affect the  Registrant's  ability to a
          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: December 13, 2007




                                    Page 47
<PAGE>