UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A
(Mark One)

   [X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                               For the Fiscal Year Ended December 31, 2002

   [ ]    TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                               Commission File No. 000-49854

                           OXFORD TECHNOLOGIES INC.
                   ---------------------------------------------------
                     (Name of Small Business Issuer in its Charter)

                      Delaware                             04-3615974
  ---------------------------------------   --------------------------------
  (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)

     524 Westgate Drive, Edison, New Jersey                    08820
   -----------------------------------------------      --------------------
     Address of principal executive office                   Zip Code

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

Securities registered under Section 12(g) of the Exchange Act:

                           Common Stock, $.0001 Par Value
-----------------------------------------------------------------------------
                                  (Title of Class)

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months ( or for
such shorter period that the Registrant was required to file such reports), and
(2 ) has been subject to such filing requirements for the past 90 days.
Yes  [X]   No   [  ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in the form, and no disclosure will be


<PAGE>                                 1


contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form
10-KSB.  [  ]

     State issuer's revenues for its most recent fiscal year:   $ 0.

     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days:   Since there is no trading market
for Registrant's securities, no estimate as to the market value can be given.

     State the number of shares outstanding of each of the issuer's classes of
common equity:   As of August 29, 2003: 18,564,002 shares of common stock, par
value $.0001 per share, were outstanding.

     Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]




                               TABLE OF CONTENTS

PART I

ITEM 1.  Description of Business...........................................    3
ITEM 2.  Description of Properties.........................................   10
ITEM 3.  Legal Proceedings.................................................   10
ITEM 4.  Submission of Matters to a Vote of Security Holders...............   10

PART II

ITEM 5.  Market For Common Equity and Related Stockholder Matters..........   10
ITEM 6.  Management's Discussion and Analysis or Plan of Operation.........   11
ITEM 7.  Financial Statements..............................................   19
ITEM 8.  Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure.........................................   19

PART III

ITEM 9.  Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act................   20
ITEM 10. Executive Compensation............................................   22
ITEM 11. Security Ownership of Certain Beneficial Owners and Management....   22
ITEM 12. Certain Relationships and Related Transactions....................   23
ITEM 13. Exhibits and Reports on Form 8-K..................................   23

SIGNATURES

CERTIFICATION


<PAGE>                                    2



                                       PART I


Item 1.  DESCRIPTION OF BUSINESS

Acquisition of Axiom Manufacturing Services Limited

     On January 24, 2003, Waywood Investment Limited, the sole shareholder of
Oxford Technologies Inc. (the "Company"), entered into a Stock Purchase
Agreement with Great Admirer Limited, a Hong Kong corporation, ("Great
Admirer"), pursuant to which Great Admirer acquired 4,250,000 shares of common
stock of the Company owned by Waywood Investment Limited.  As a result, Great
Admirer owned 85% of the Company's then issued and outstanding shares.

     On February 12, 2003, the Company entered into a Share Exchange Agreement
with Great Admirer, pursuant to which the Company issued 13,564,002 shares of
its common stock to Great Admirer in exchange for all issued and outstanding
ordinary shares of Axiom Manufacturing Services Limited ("Axiom") on a one-to-
one basis (the "Acquisition"). Axiom is an electronics manufacturing service
provider in the United Kingdom, and a wholly owned subsidiary of Great Admirer.
As a result of the Acquisition, there was a change in control of the Company
in that Great Admirer, the former shareholder of Axiom, became the controlling
shareholder of the Company and Axiom becomes the Company's wholly owned
subsidiary. Accordingly, the Acquisition was accounted for as reverse
acquisition. Following the Acquisition, the officer and director of the Company
resigned, and new officers and directors were elected.  See Item 9. "Directors,
Executive Officers, Promoters and Control Persons, Compliance with Section 16
(a) of the Exchange Act."

Oxford Technologies Inc.

     Oxford Technologies Inc. (the "Company") was incorporated in the State of
Delaware on March 8, 2002 as a blank check company for the purpose of either
merging with or acquiring an operating company with operating history and
assets. It had been a developmental stage company since its inception. As of
December 31, 2002 and for the period from March 8, 2002 (inception) to December
31, 2002, the Company had no operating history, no cash assets or other assets,
and had no revenues from operations.

     The Company voluntarily filed a registration statement on Form 10-SB with
the Securities and Exchange Commission to become a reporting company under the
Securities and Exchange Act of 1934, as amended on June 10, 2002, which became
effective on about December 20, 2002.

Axiom Manufacturing Services Limited

     Axiom Manufacturing Services Limited ("Axiom") was originally incorporated
in South Wales, United Kingdom on September 3, 1980, under the name of Aiwa (UK)
Ltd. to engage in the business of consumer electronics manufacturing. The name
of Aiwa (UK) Ltd. was changed to Aiwa Wales Manufacturing Limited ("AWM") in
June 1997, and its name was changed again to Axiom Manufacturing Services
Limited on April 10, 2002, as a result of the acquisition of Axiom by Great
Admirer.

     Prior to its acquisition by Great Admirer in April 2002, Axiom was a
wholly-owned subsidiary of Aiwa Europe Ltd., which was 100%-owned by Aiwa Co.


<PAGE>                                  3


Ltd. of Japan. As the sole original equipment manufacturer of Aiwa's own-brand
consumer electronics products in Europe, AWM was responsible for manufacturing
Aiwa brand consumer electronics products, primarily audio and visual products,
on behalf of Aiwa Japan, for distribution in the UK, France, Germany,
Netherlands and Poland.

     In addition to being Aiwa's sole original equipment manufacturer in Europe,
In December 2000, due to a gradually decreasing profit margin, AWM began to
provide electronic manufacturing services to third parties.  This continued
until July 2001 when all Aiwa brand products were terminated, and AWM entirely
became an electronic manufacturing services provider.  In April 2002, Great
Admirer acquired 100% of AWM's capital stock.

     Axiom's principal executive offices, engineering and manufacturing
facilities are located in Technology Park, Newbridge, in South Wales, United
Kingdom. Axiom owns the above- mentioned properties, which is approximately
26.80 acres. Axiom does not lease any properties.  The Welsh Assembly holds a
legal charge over land and buildings.

Axiom's Business

     Axiom provides electronics manufacturing services, in the business-to-
business or business-to- industrial sectors, to original equipment
manufacturers (OEMs) in the telecommunication equipment, computers and related
products for business enterprises, video/audio/entertainment products,
industrial control equipment, testing and instrumentation products and medical
devices markets. Axiom offers OEMs comprehensive and integrated design and
manufacturing services, from initial product design to volume production,
direct order fulfillment and aftermarket support.  OEMs contract with Axiom
to build their products or to obtain services related to product development,
manufacturing and post-production requirements. In many cases, Axiom builds and
services products that carry the brand names of its customers. Axiom has
developed relationships with OEMs in a diverse range of industries, including
computer systems and peripherals, wired and wireless communications, networking
and storage equipment, consumer electronics, industrial equipment, medical
devices and commercial avionics. By efficiently and aggressively managing its
business, costs and asset base, Axiom is able to offer its customers an
outsourcing solution that represents a lower total cost of ownership than that
typically provided by their internal operations.

     Substantially all of Axiom's manufacturing services are provided on a
turnkey basis, whereby Axiom purchases customer-specified components from its
suppliers, assemble the components on printed circuit boards, perform post-
production testing and provides its customers with production process and
testing documentation. Axiom offers its customers flexible, "just-in-time"
delivery programs allowing product shipments to be closely coordinated with its
customers' inventory requirements. Additionally, Axiom completes the assembly of
its customers' products at Axiom's facilities by integrating printed circuit
board assemblies into other elements of Axiom's customers' products.  Axiom also
provides manufacturing services on a consignment basis, whereby Axiom utilizes
components supplied by the customer to provide assembly and post-production
testing services.

    Axiom serves several segments of the electronics products and technology
markets.  Much of Axiom's business is related to the following products:


<PAGE>                                 4


Networking equipment such as modems and data capture; Telecommunications
equipment; Consumer products such as high-end audio; Electronic sub-systems for
the medical, test and security industries; and other electronics equipment and
products.

Axiom's Services

     Axiom believes that OEMs are increasingly demanding an integrated
outsourcing solution from EMS companies and seeking collaborative relationships.
Axiom provides its customers with a total solution that includes a full range of
services that allow Axiom to take its customers' products from initial design
through production, test, distribution and after-market support.  The services
that Axiom offers OEMs include:

    Engineering and Design. Axiom offers engineering, design, prototype and
related services that help its customers design their products for optimal
manufacturing and testing.  Axiom's electrical, mechanical and packaging
engineers provide its customers with circuit design, printed circuit board
layout, mechanical design and test fixture design services.  Axiom also provides
design for procurement, design for manufacturability and design for testability
services. Axiom's design for procurement service identifies areas in which the
overall cost of its customers' products can be reduced through a decrease in
material costs and effective inventory management.  Axiom designs for
manufacturability service seeks to achieve defect-free and cost-effective
product designs, reduce product development cycles, create high initial
production yields and establish superior product quality.  Axiom's design for
testability service focuses on achieving the highest level of fault detection
and isolation before products are shipped

     Materials Procurement And Management. Materials procurement and management
consists of the planning, purchasing, expediting and warehousing of components
and materials.  Axiom's inventory management and volume procurement capabilities
contribute to cost reductions and reduce total cycle time.

     Product Assembly and System Integration. Axiom offers assembly and
manufacturing services that include assembly of subsystems of electronics
products, which include multiple components, and the final assembly and
integration of complete products that incorporate printed circuit board
assemblies, complex electromechanical subassemblies, enclosures, power supplies
and other components. Axiom builds a wide range of final products and it
believes it is well positioned to take advantage of the anticipated
acceleration in outsourcing of final product assembly and integration.  In
addition, Axiom's build-to-order and configure-to-order capabilities complement
its expertise in final product assembly by allowing it to postpone the final
configuration of its customers' products until actual end-user specifications
are received, thus reducing finished inventory levels for Axiom and its
customers.

     Testing. Axiom offers computer-aided testing of assembled printed circuit
boards, subsystems and systems, which contributes significantly to its ability
to deliver high-quality products on a consistent basis. Axiom works with its
customers to develop product-specific test strategies.  Axiom's test
capabilities include manufacturing defect analysis, in-circuit tests to test
the circuitry of the board and functional tests.  Axiom either custom designs


<PAGE>                                 5


test equipment and software itself or use test equipment and software provided
by its customers. In addition, Axiom provides environmental stress tests of
assemblies of boards or systems.

     Logistics and Distribution. Axiom offers services related to the
configuration and shipment of its customers' products.  Axiom performs final
product packaging and distribution services for completed products, as well as
direct order fulfillment.  Axiom increasingly delivers final products directly
into its customers' distribution channels and to its customers' end-users. Axiom
believes that these services complement Axiom's comprehensive manufacturing
solution, enabling its customers to be more responsive to changing market
demands and to get their products to market more quickly with less total cost.

     After-Market Services.  Axiom provides a wide range of after-market
services, including repair, refurbishment, remanufacturing, system upgrades and
spare part manufacturing.  These services are supported by specific information
systems and testing technologies and can be tailored to meet the specific
requirements of each customer.

Business Strategy

     Axiom's goal is to be the electronics manufacturing services outsourcing
provider of choice to leading original equipment manufacturers in the high
growth segments of the electronics industry. To meet this goal, Axiom has
implemented the following strategies:

    Maintain and Develop Close, Long-Term Relationships With Customers. Axiom's
core strategy is to maintain and establish long-term relationships with leading
original equipment manufacturers in expanding industries by becoming an integral
part of its customers' manufacturing operations.  To this end, Axiom works
closely with its customers throughout the design, manufacturing and distribution
process, and Axiom offers flexible and responsive services.  Axiom believes it
develops stronger customer relationships by relying on its local management
teams that respond to frequently changing customer design specifications and
production requirements.

   Focus on High-End Products in High Growth Sectors. Electronics manufacturing
services providers produce products for a wide range of original equipment
manufacturers in different high growth industries, such as consumer electronics,
Internet-focused businesses and telecommunications equipment. The product scope
ranges from easy to assemble, low-cost high-volume products targeted for the
consumer market to complicated state-of-the-art, mission critical electronic
hardware.  Similarly, original equipment manufacturers' customers range from
consumer-oriented companies that compete primarily on price and redesign their
products every year to manufacturers of high-end telecommunications equipment
and computer and related products for business enterprises that compete on
technology and quality.  Axiom currently offers state-of-the-art products for
industry leaders who require specialized engineering design and production
services as well as offering high volume manufacturing capabilities to its
customer base. Axiom's ability to offer both of these services enables it to
expand its business relationships.

     Deliver Complete High and Low Volume Manufacturing Solutions Globally.
Axiom believes original equipment manufacturers are increasingly requiring
from electronics manufacturing services providers a wide range of specialized


<PAGE>                                6


engineering and manufacturing services in order to reduce their costs and
accelerate their time-to-market and time-to-volume production. Building on its
integrated engineering and manufacturing capabilities, Axiom offers services
from initial product design and test to final product assembly and distribution
to the original equipment manufacturers' customers.  These full service
capabilities allow Axiom to offer customers the flexibility to move quickly from
design and initial introduction to production and distribution.

    Enhance Axiom's Integrated Design, Manufacturing and Related Services. Axiom
intends to continue to enhance its service offerings to meet the evolving needs
of its customers and to control and manage more effectively their supply chain.
OEMs are increasingly requiring a wider range of advanced services from EMS
companies. Axiom offers its customers a comprehensive range of services and
Axiom has expanded its engineering and design capabilities and its new product
introduction services through additional investments in these fields.  Axiom
believes that its ability to support customers in these areas provides it
insight into its customers' future manufacturing requirements, which is critical
to further penetrating the EMS market and attracting new customers.

     Increase Penetration of Axiom's Existing Customers and Expansion its
Customer Base.  Axiom believes that the increased penetration of its existing
customers and the continued expansion of its customer base are critical to its
future success. Axiom continually evaluates the requirements of its existing
customers, and seek the opportunity to provide them with additional services
from existing facilities, thereby strengthening its relationships with its
customers and increasing the utilization of existing manufacturing facilities.
Axiom actively pursues new customers by conducting a focused marketing effort,
designed to increase its brand awareness and the likelihood of winning new
business.

Marketing and Customers

     Axiom markets its services through a direct sales force and independent
marketing representatives. In addition, Axiom's divisional and executive
management teams are an integral part of its sales and marketing teams. The
following table sets forth the percentages of Axiom's sales by industry for
2002, 2001 and 2000.

                                            Year ended December 31,

                                         2002         2001        2000
                                        --------    ---------   --------
Computer related products
  for business enterprises               0.87%        0.09%         0%
Telecommunications equipment             0.00%        8.76%         0%
Video/Audio/Entertainment products      42.21%        8.76%         0%
Industrial control equipment            24.40%       27.44%         0%
Testing & instrumentation products       5.50%       43.36%         0%
Medical devices                         27.02%       11.58%         0%

              TOTAL                       100%         100%         0%

     Axiom's salespeople have knowledge of local markets, which Axiom believes
is critical to identifying new customers and developing new business
opportunities. Axiom's direct sales force is complemented by several independent


<PAGE>                                  7


firms who serve as its representatives in areas where Axiom believes the most
significant opportunities exist, and in areas where it has no direct
salespeople.

Suppliers

   Axiom maintains a network of suppliers of components and other materials used
in assembling products. Axiom procures components only when a purchase order or
forecast is received from a customer and occasionally utilize components or
other materials for which a supplier is the single source of supply.  Although
Axiom experiences component shortages and longer lead times of various
components from time to time, it has generally been able to reduce the impact
of the component shortages by working with customers to reschedule deliveries,
by working with suppliers to provide the needed components using just-in-time
inventory programs, or by purchasing components at somewhat higher prices from
distributors, rather than directly from manufacturers.  These procedures reduce,
but do not eliminate, Axiom's inventory risk.  In 2001 and 2000, customer
modifications to orders for inventory previously procured by Axiom resulted in
excess and obsolete inventory for the related customers that could not be
recovered through put backs to vendors or the specific customer concerned. In
addition, by developing long-term relationships with suppliers, Axiom has been
better able to minimize the effects of component shortages than manufacturers
without such relationships.

Research and Development

     The market for Axiom's services is characterized by rapidly changing
technology and continuing process development. Original equipment manufacturers
are demanding smaller, faster and higher performance products.  These demands
require increasingly complex engineering and manufacturing capabilities. Axiom
is committed to developing new design and manufacturing technologies and
enhancing its existing technologies.

   Axiom works with its customers and suppliers to develop and qualify advanced
process capabilities concurrent with, or prior to, its customers' needs. Axiom
is a member of an industry consortium consisting of original electronics
manufacturers, equipment suppliers and other electronics manufacturing services
companies.  This consortium supports process development and provides access to
manufacturing equipment, laboratory and research and development personnel that
complement Axiom's internal development work.

Backlog

     Backlog consists of contracts or purchase orders with delivery dates
scheduled within the next 12 months. At December 31, 2002, Axiom's backlog was
approximately $7.22 million. Because customers may cancel or reschedule
deliveries, backlog is not a meaningful indicator of future financial results.

Competition

     The electronics manufacturing services industry is highly competitive.
Some of Axiom's competitors are substantially larger and have greater financial,


<PAGE>                                 8


operating, manufacturing and marketing resources than Axiom does.  Some of
Axiom's competitors have broader geographic breadth and range of services than
Axiom does. In addition, some of Axiom's competitors may have better
relationships with its existing customers than Axiom does. Axiom also faces
competition from the manufacturing operations of its current and potential
customers, who continually evaluate the relative benefits of internal
manufacturing compared to outsourcing. As more OEMs dispose of their
manufacturing assets and increase their use of outsourcing, Axiom faces
increasing competitive pressures to grow its business in order to maintain its
competitive position.

Governmental Regulation

     Axiom's operations are subject to certain national and local regulatory
requirements relating to environmental, waste management and health and safety
measures relating to the use, release, storage, treatment, transportation,
discharge, disposal and clean-up of hazardous substances and wastes, as well as
practices and procedures applicable to the construction and operation of its
plants. Axiom operates in substantial compliance with all applicable
requirements and has achieved ISO 14001 an internationally recognized award.
However, material costs and liabilities may arise from these requirements or
from new, modified or more stringent requirements.  In addition, Axiom's past,
current and future operations may give rise to claims of exposure by employees
or the public or to other claims or liabilities relating to environmental,
waste management or health and safety concerns.

     Axiom periodically generates and temporarily handles limited amounts of
materials that are considered hazardous waste under applicable law.  Axiom
contracts for the off-site disposal of these materials and has implemented a
waste management program to address related regulatory issues. The current
costs of compliance are not material to Axiom, and Axiom is not presently aware
of any facts or circumstances that would cause it to incur significant costs or
liabilities in the future related to environmental, health and safety law
compliance.  Nevertheless, additional or modified requirements may be imposed in
the future.  If such additional or modified requirements are imposed on Axiom,
or if conditions requiring remediation are found to exist, Axiom may be required
to incur substantial additional expenditures.

Employees

     As of December 31, 2002, Axiom had 180 full-time employees, including 111
in production and quality, 18 in engineering, research and development, 30 in
procurement and materials management, 1 in information systems, 2 in program
management, 6 in sales and marketing and 12 in executive and administrative
functions.  Given the variability in Axiom's business and the quick response
time required by its customers, it is critical that Axiom be able to quickly
ramp-up and ramp-down its production to maximize efficiency.  Therefore, Axiom
may use skilled temporary labor as required.  No temporary employees were
employed as of December 31, 2002.

     Seven percent of Axiom's employees are represented by the General Municipal
Boilermakers Union. Axiom considers its employee relations to be good.


<PAGE>                                  9



Item 2.  Description of Property

   Axiom's principal executive offices, engineering and manufacturing facilities
are located in Technology Park, Newbridge in South Wales, United Kingdom. Axiom
owns the above- mentioned properties, which is approximately 26.80 acres. The
gross internal area is approximately 307,000 square feet.  Axiom does not lease
any properties.  The facilities are well maintained and suitable for their
respective operations.  Axiom believes that it is deemed to be suitable and
adequate for its present and proposed needs.  The Welsh Assembly holds a legal
charge over land and buildings.


Item 3.   EGAL PROCEEDINGS

     The Company is not a party to any material, threatened or pending legal
proceedings.


Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of security holders in the fourth
quarter of 2002.


                                        PART II


Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock is not currently traded on any public trading
market.  There is no assurance that a trading market will ever develop or, if
such a market does develop, that it will continue.

     The Securities and Exchange Commission has adopted a number of rules to
regulate "penny stocks." Such rules include Rule 3a51-1 and Rules 15g-1 through
15g-9 under the Securities Exchange Act of 1934, as amended.  Because the
Company's securities may constitute "penny stocks" within the meaning of the
rules (as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share), the rules would
apply to the Company and to the Company's securities.

     Pursuant to the Rule 15g-9, unless the transaction is exempt, it shall be
unlawful for a broker or dealer to sell a penny stock to, or to effect the
purchase of a penny stock by, any person unless prior to the transaction: (i)
The broker or dealer has approved the person's account for transactions in
penny stock pursuant to this rule and (ii) the broker or dealer has received
from the person a written agreement to the transaction setting forth the
identity and quantity of the Penny Stock to be purchased. In order to approve
a person's account for transactions in Penny Stock, the broker or dealer must:
(a) obtain from the person information concerning the person's financial
situation, investment experience, and investment objectives; (b) reasonably
determine that transactions in Penny Stock are suitable for that person, and


<PAGE>                                 10


that the person has sufficient knowledge and experience in financial matters
that the person reasonably may be expected to be capable of evaluating the
risks of transactions in Penny Stock; (c) deliver to the person a written
statement setting forth the basis on which the broker or dealer made the
determination (i) stating in a highlighted format that it is unlawful for the
broker or dealer to affect a transaction in Penny Stock unless the broker or
dealer has received, prior to the transaction, a written agreement to the
transaction from the person; and (ii) stating in a highlighted format
immediately preceding the customer signature line that the broker or dealer is
required to provide the person with the written statement; and (iii) the person
should not sign and return the written statement to the broker or dealer if it
does not accurately reflect the person's financial situation, investment
experience, and investment objectives; and (d) receive from the person a
manually signed and dated copy of the written statement. It is also required
that disclosure be made as to the risks of investing in Penny Stock and
the commissions payable to the broker-dealer, as well as current price
quotations and the remedies and rights available in cases of fraud in Penny
Stock transactions. Statements, on a monthly basis, must be sent to the
investor listing recent prices for the Penny Stock and information on the
limited market.

     The Company's authorized capital stock consists of 80,000,000 shares of
Common Stock, par value $.0001 per share and 20,000,000 shares of Preferred
Stock, par value $.0001 per share. At August 28, 2003, there were 18,564,002
shares of Common Stock outstanding and held of record by approximately 358
stockholders. No shares of Preferred Stock have been issued, and the Board has
not designated the rights or preferences of any class or series of Preferred
Stock.

     On March 8, 2002, the Company issued a total of 5,000,000 unregistered
shares of common stock at a price of $.0001 per share to Waywood Investment
Ltd. for services rendered.  The aforementioned securities were issued under
the exemption from registration provided by Section 4(2) of the Securities
Act of 1933, as amended.  We believed this exemption is available because
these issuances were transactions not involving a public offering.  There was
no general solicitation or advertising used to offer our shares; the sole
beneficial investor had the knowledge and experience in financial and business
matters to evaluate the merits and risks of this prospective investment and
therefore was either accredited or sufficiently sophisticated to undertake
such an investment.

     On February 12, 2003, the Company entered into a Share Exchange Agreement
with Great Admirer, pursuant to which the Company issued 13,564,002 shares of
its common stock to Great Admirer in exchange for all issued and outstanding
ordinary shares of Axiom Manufacturing Services Limited on a one-to-one basis.

     We have never utilized an underwriter for an offering of our securities.

     We have not declared any dividends and do not intend to so in the
foreseeable future.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     This Form 10-KSB contains forward-looking statements relating to our
financial condition, results of operations and business. Any statements
contained in this Form 10-KSB that are not statements of historical fact may
be deemed to be forward-looking statements.  Without limiting the foregoing,


<PAGE>                                11


words such as "may," "will," "expect," believe," "anticipate," "estimate" or
"continue" or the negative or other variations thereof or comparable terminology
are intended to identify forward-looking statements.  These statements by their
nature involve substantial risks and uncertainties, and actual results may
differ materially depending on a variety of factors, including those described
under this section and the section entitled "Risk Factors."  For these
statements, the Company claims the protection of the safe harbor for forward-
looking statements contained in the Private Securities Litigation Reform Act
of 1995.

     The following discussion of the results of the operations and financial
condition of the Company should be read in conjunction with its financial
statements and the related notes thereto.

Overview

     Oxford Technologies Inc. (the "Company") was incorporated in the State of
Delaware on March 8, 2002 as a blank check company for the purpose of either
merging with or acquiring an operating company with operating history and
assets. Since its inception the Company had no operating history and no revenue
until February 12, 2003, when the Company entered into a Share Exchange
Agreement with Great Admirer Limited, a Hong Kong corporation. Pursuant to the
agreement, the Company issued 13,564,002 shares of its common stock to Great
Admirer Ltd in exchange for all issued and outstanding ordinary shares of Axiom
Manufacturing Services Ltd. ("Axiom") on a one-to-one basis. Axiom is an
electronics manufacturing service provider in South Wales, United Kingdom, and
a wholly owned subsidiary of Great Admirer Ltd. As a result of the acquisition,
Axiom becomes the Company's wholly owned subsidiary, and the former shareholder
of Axiom became the controlling shareholder of Axiom. Accordingly, the
acquisition was accounted for as a reverse acquisition. The following discussion
is referred to the business and operations of Axiom.

   Axiom was originally incorporated in South Wales, United Kingdom on September
3, 1980 under the name of Aiwa (UK) Ltd. to engage in the business of consumer
electronics manufacturing. The name of Aiwa (UK) Ltd. was changed to Aiwa Wales
Manufacturing Limited ("AWM") in June 1997, and its name was changed again to
Axiom Manufacturing Services Limited on April 10, 2002, as a result of the
acquisition of AWM by Great Admirer Limited in April 2002.

     Prior to its acquisition by Great Admirer Limited, Axiom was a wholly owned
subsidiary of Aiwa Europe Limited, which was 100%-owned by Aiwa Co. Limited of
Japan.  As the sole original equipment manufacturer of Aiwa's own-brand consumer
electronics products in Europe, Axiom was responsible for manufacturing Aiwa
brand consumer electronics products, primarily audio and visual products, on
behalf of Aiwa Japan, for distribution in the UK, France, Germany, Netherlands
and Poland. In December 2000, due to a gradually decreasing profit margin, AWM
began to provide electronic manufacturing services to third parties until July
2001 when all Aiwa brand products were terminated, and AWM entirely became an
electronic manufacturing services provider. On March 31, 2002, Axiom completed
its first full year of operations as a contract electronics manufacturing
services provider.

     Axiom provides electronics manufacturing services in the business-to-
business or business-to- industrial sectors, to original equipment manufacturers
(OEMs) in the telecommunication equipment, computers and related products for
business enterprises, video/audio/entertainment products, industrial control


<PAGE>                                12


equipment, testing and instrumentation products and medical devices markets.
Axiom provides its customers with a total solution that includes a full range of
services that allow Axiom to take its customers' products from initial design
through production, test, distribution and after-market support. In many cases,
Axiom builds and services products that carry the brand names of its customers.

     Substantially all of Axiom's manufacturing services are provided on a
turnkey basis, whereby Axiom purchases customer-specified components from its
suppliers, assemble the components on printed circuit boards, perform post-
production testing and provides its customers with production process and
testing documentation. Axiom offers its customers flexible, "just-in-time"
delivery programs allowing product shipments to be closely coordinated with its
customers' inventory requirements. Additionally, Axiom completes the assembly
of its customers' products at Axiom's facilities by integrating printed circuit
board assemblies into other elements of Axiom's customers' products. Axiom also
provides manufacturing services on a consignment basis, whereby Axiom utilizes
components supplied by the customer to provide assembly and post-production
testing services.

     Following the acquisition, Axiom's fiscal year has been changed from
March 31 to December 31, as the same as that of Oxford.

RESULTS OF OPERATIONS

     The electronics manufacturing industry is subject to rapid technological
change, product obsolescence and price competition. These and other factors
affecting the electronics industry, or any of our major customers, in
particular, could materially harm our results of operations. See "Risk Factors"
for additional factors relating to possible fluctuations of the Company's
operating results.

Year Ended March 31, 2002 compared to Year Ended March 31, 2001

     Revenues.   Revenues for the Company decreased $17.28 million to $12.38
million for the year ended March 31, 2002 from $29.66 million for the same
prior year period.  The decrease in revenues reflects the Company's shift of
its primary focus from Aiwa Co. of Japan's sole original equipment manufacturer
in Europe to an electronic manufacturing services provider.  In July 2001, all
Aiwa brand products were terminated, and the Company entirely became an
electronic manufacturing services provider.

     Cost of Sales.  Cost of sales, consisting of cost of goods sold, direct
overhead, direct wage and labor, and direct depreciation expenses, decreased to
$19.86 million for the year ended March 31, 2002 from $36.60 million in the
prior year. However, the Company's cost of sales in fiscal 2002 was
approximately 160.4% of the Company's sales, compared to 123.4% in 2001. The
decrease in costs of sales of $16.74 million was largely attributable to the
decrease increase in sales.

     Operating Expenses.  Operating expenses, consisting of selling, general
and administrative expenses, increased by $197,000, or 44%, to $644,000 in
fiscal 2002, compared to $447,000 in fiscal 2000.


<PAGE>                                 13


     Net Loss. As a result of the factors discussed above, Axiom reported a net
loss of $7.83 million for the year ended March 31, 2002 compared to a loss of
$6.99 million for the same prior year period.

Nine Months ended December 31, 2002

     Revenues.  For the nine months ended December 31, 2002, Axiom's revenues
were $10.5 million. As we mentioned before, Axiom completed its first full year
of operations as a contract electronics manufacturing services provider on
March 31, 2002, the year 2002 was challenging for Axiom, due to worldwide
significant decrease in demand for electronics manufacturing services. The
number of Axiom's customers was increased from nine at the end of March 2002 to
thirteen as of December 31, 2002, although approximately 70% of the revenue came
from sales to two customers. Axiom's operating losses were largely to (i) taking
on low margin business to secure market share; (ii) high staffing levels and
therefore costs following the transfer from original electronics manufacturing
to contract electronics manufacturing; and (iii) high facility costs, a
significant asset base was transferred from Aiwa to Axiom.

   Axiom took actions in October 2002 to reduce headcount to more normal levels
and also to restructure its management team. This resulted in headcount being
reduced to 180 from 200. A new ERP computer system was introduced in November
2002, which will give better control over production scheduling and procurement,
and the benefits of this should be reflected in Axiom's financial performance
going forward. Currently Axiom is concentrating on winning good quality, long-
term customers who will provide growth and stability for Axiom.

     Cost of Sales.  Cost of sales, consisting of cost of goods sold, direct
overhead, direct wage and labor, and direct depreciation expenses, was $12.0
million for the nine months ended December 31, 2002.  During the period of time,
the cost of sales was approximately 114.3% of the sales, compared to 160.4 % for
the year ended March 31, 2001 and 123.4% for the year ended March 31, 2002,
respectively.

     Operating Expenses.  Operating expenses, consisting of selling, general and
administrative expenses, was $1.58 million.

     Net Loss.  As a result of the factors discussed above, Axiom reported a net
loss of $3.09 million for the nine months ended December 31, 2002 compared to a
loss of $7.83 million for the year ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

     The cash balance of Axiom at December 31, 2002 was $47,000.

     For the year ended March 31, 2002, Axiom's operations used cash of $4.13
million compared to $7.74 million of cash used in operating activities for the
same period of the prior year, primarily as a result of the decrease in
depreciation and amortization, decrease in accounts receivable, inventory and
in accrued expenses. Axiom's net working capital decreased $18.24 million to
$(14.25) million during the twelve months ended March 31, 2002 from $3.99
million at March 31, 2001. The decrease in working capital was primarily caused


<PAGE>                                 14


by the increase to related-parties, which was resulted from the purchase of
Axiom's factory premises located in Technology Park, Newbridge, South Wales, UK
in June 2001.

     Axiom's investing activities during the year ended March 31, 2002 used cash
of $12.01 million for purchase of property and equipment and leasehold
improvements.

     Axiom's financing activities during the year ended March 31, 2002 provided
cash of $16.72 million, of which $11.766 million was from Aiwa Europe Ltd, then
parent company of Aiwa Wales Manufacturing Ltd, for advancement of the Company
to assist in the acquisition of the real property at Technology Park.

     For the nine months ended December 31, 2002, Axiom's operating activities
used cash of  $318,000, investing activities used cash of $654,000, primarily
used for purchase of property and equipment. During the same period of time,
Axiom's financing activities provided net cash of $439,000.

     During 2002, operations were funded primarily by cash generated from
operations and with $3.86 million of grant aid from the Welsh Assembly
Government. This funding was made available to safeguard jobs following the
decision by Aiwa Wales Manufacturing to end production of hi-fi units at the
Newbridge site. A further $962,000 is payable in twelve months time subject to
Axiom meeting criteria for headcount, and fixed asset purchases.

     Axiom's bank credit facility is composed only of an invoice discounting
facility with a maximum advance limit of $1,604,000 subject to the level of
qualifying sales invoiced.  The applicable interest rates for the invoice
discounting facility are calculated with reference to Bank Base rates.  At
December 31, 2002 the interest rate on borrowings was 6.00% and the interest
rate on credit balances was 1.5%.

     The following summarizes Axiom's debt and other contractual obligations
at December 31, 2002:

          Description           Amount                  Term
----------------------------  -----------   ------------------------------------
Invoice discounting            $ 61,000     Ongoing until facility terminated
Bank loan                     $ 261,000     5 year term commencing June 2002
Finance lease agreements      $ 329,000     10 year term commencing August 2002
--------------------------------------------------------------------------------
             Total            $ 651,000

     Axiom is in compliance with all covenants under our existing credit
facilities as of December 31, 2002.  In the event that adequate funding is not
available from existing credit facilities, Axiom would work with existing
lenders to identify additional sources of financing. While there can be no
assurance that Axiom will have sufficient funds over the next twelve months,
it believes that funds generated from operations plus borrowings under Axiom's
invoice discounting facility will be adequate to meet its anticipated future
operating expenses, capital expenditure and debt obligations for at least the
next twelve months. Nevertheless, Axiom's continuing operating and investing


<PAGE>                                15


activities may require Axiom to obtain additional sources of financing. There
can be no assurance that any necessary additional financing will be available
to Axiom on commercially reasonable terms, if at all.

RISK FACTORS

   Axiom's business is subject to numerous risk factors, including, but not
limited to, the following:

   Axiom is Exposed to General Economic Conditions, Which Could have a Material
Adverse Impact on its Business, Operating Results and Financial Condition. As a
result of unfavorable general economic conditions in Europe and internationally,
and reduced capital spending as well as end-market demand, Axiom's operations
have not been profitable since 2000.  Continued weakness in this industry or any
further deterioration in the business or financial condition of its customers in
this industry could have a material adverse impact on our business, operating
results and financial condition.

     Because a Significant Portion of Axiom's Sales Currently Comes From a Small
Number of Customers, any Decrease in Sales From These Customers Could Harm its
Operating Results.  Axiom depends on a small number of customers for a large
portion of its business, and changes in such customers' orders have, in the
past, had a significant impact on its operating results.  If a major customer
significantly reduces the amount of business it does with Axiom, there would be
an adverse impact on its operating results.  Additionally Axiom generates
significant accounts receivable in connection with providing services to its
major customers.  If one or more of its customers were to become insolvent or
otherwise unable to pay for its services, or were to become unwilling to make
payments in a timely fashion, Axiom's operating results and financial condition
could be adversely affected.

    Axiom's Ability to Meet its Cash Requirements Depends on a Number of
Factors, Many of Which are Beyond Its Control. Axiom's ability to meet its cash
requirements is dependent upon its future performance, which will be subject to
financial, business and other factors affecting Axiom's operations, many of
which are beyond its control.  If Axiom is unable to meet its cash requirements
from operations it would be required to fund these cash requirements by
alternative financings.  The degree to which it may be leveraged could
materially and adversely affect its ability to obtain financing for working
capital, acquisitions or other purposes, could make it more vulnerable to
industry downturns and competitive pressures, or could limit its flexibility
in planning for, or reacting to, changes and opportunities in the electronics
manufacturing industry, which may place it at a competitive disadvantage
compared to its competitors.  There can be no assurance that Axiom will be able
to obtain alternative financing, that any such financing would be on acceptable
terms, or that it will be permitted to do so under the terms of its existing
financing arrangements.  In the absence of such financing, Axiom's ability to
respond to changing business and economic conditions, make future acquisitions,
react to adverse operating results, meet its debt service obligations or fund
required capital expenditures or increased working capital requirements, may be
adversely affected.

     Axiom May not be Able to Sell Excess or Obsolete Inventory to Customers or
Otherwise Which Could Have a Material Adverse Impact on its Financial Condition.
The majority of Axiom's inventory purchases and commitments are based upon
demand forecasts that its customers provide to it. The customer forecast, and


<PAGE>                                 16


any changes to the forecasts, including cancellations, may lead to on-hand
inventory quantities and on-order purchase commitments that are in excess of
the customer's revised needs, or that become obsolete. Axiom is solely
responsible for excess and obsolete inventory resulting from inventory purchases
in excess of inventory needed to meet customer demand forecasts at the time
the purchase commitments were made. Therefore, Axiom must bear the economic
loss of any such excess or obsolete inventory which could have a material
adverse impact on its financial condition.  In 2002, Axiom recorded a charge
of $1.12 million to reduce the carrying value of excess and obsolete
inventory.

     Long-Term Contracts are not Typical in the Electronics Manufacturing
Services Industry, and Reductions, Cancellations or Delays in Customer Orders
Would Adversely Affect Axiom's Operating Results.  As is typical in the
electronics manufacturing services industry, Axiom does not usually obtain long-
term purchase orders or commitments from its customers.  Instead, Axiom works
closely with its customers to develop non-binding forecasts of the future volume
of orders. Customers may cancel their orders, change production quantities from
forecasted volumes or delay production for a number of reasons beyond Axiom's
control.  Significant or numerous cancellations, reductions or delays in orders
by Axiom's customers would reduce its net sales.  In addition, because many of
Axiom's costs are fixed, a reduction in net sales could have a disproportionate
adverse effect on its operating results.  From time to time Axiom makes capital
investments in anticipation of future business opportunities.  There can be no
assurance that Axiom will receive the anticipated business.  If Axiom is unable
to obtain the anticipated business, its operating results and financial
condition may be harmed.

     Axiom Depends on its Suppliers, Some of Which are the Sole Source for it's
Components, and Axiom's Production Would be Substantially Curtailed if These
Suppliers are not Able to Meet Axiom's Demands and Alternative Sources are Not
Available. Axiom orders raw materials and components to fulfill its customers'
orders, and some of these raw materials and components are ordered from sole-
source suppliers.  Although Axiom works with its customers and suppliers to
minimize the impact of shortages in raw materials and components, it sometimes
experiences short-term adverse effects due to price fluctuations, extended lead
times and delayed shipments. In the past, there have been industry-wide
shortages of electronic components, particularly memory and logic devices. If a
significant shortage of raw materials or components were to occur, Axiom may
have to delay shipments to customers, and its operating results would be
adversely affected. In some cases, supply shortages of particular components
will substantially curtail production of products using these components. While
most of Axiom's significant customer contracts permit quarterly or other
periodic reviews of pricing based on decreases and increases in the prices of
raw materials and components, it is not always able to pass on price increases
to its customers. Accordingly, some raw material and component price increases
could adversely affect Axiom's operating results. Axiom also depends on a small
number of suppliers for many of the other raw materials and components that it
uses in its business.  If Axiom were unable to continue to purchase these raw
materials and components from its suppliers, Axiom's operating results would be
adversely affected. Because many of its costs are fixed, Axiom's margins depend
on its volume of output and a reduction in volume will adversely affect its
margins. If Axiom is left with excess inventory, its  operating results will be
adversely affected.


<PAGE>                                17


   Axiom typically purchases components and manufacture products in anticipation
of customer orders based on customer forecasts.  For a variety of reasons, such
as decreased end-user demand for the products it is being manufactured, Axiom's
customers may not purchase all of the products it has manufactured or for which
it has purchased components.  In such event, Axiom would attempt to recoup its
materials and manufacturing costs by means such as returning components to its
vendors, disposing of excess inventory through other channels or requiring its
OEM customers to purchase or otherwise compensate it for such excess inventory.
Axiom's customer agreements give it the ability to do this.  However in reality,
legal proceedings may be required, thus adding additional costs. To the extent
Axiom is unsuccessful in recouping its material and manufacturing costs, not
only would its net sales be adversely affected, but also its operating results
would be disproportionately adversely affected.

   Axiom Potentially Bears the Risk of Price Increases Associated with Shortages
in the Availability of Electronics Components. At various times, there have been
shortages of components in the electronics industry leading to increased
component prices. One of the services that Axiom performs for many customers is
purchasing electronics components used in the manufacturing of the customers'
products. As a result of this service, Axiom potentially bears the risk of price
increases for these components if Axiom is unable to purchase components at the
pricing level anticipated to support the margins assumed in our agreements with
our customers.

     Axiom's net Sales Could Decline if its Competitors Provide Comparable
Manufacturing Services and Improved Products at a Lower Cost. Axiom competes
with different electronic manufacturing services providers. These competitors
may have greater manufacturing, financial, R&D and/or marketing resources
than Axiom has. In addition, Axiom may not be able to offer prices as low as
some of its competitors because those competitors may have lower cost
structures as a result of their geographic location or the services they
provide.  Axiom's inability to provide comparable or better manufacturing
services at a lower cost than its competitors could cause its net sales to
decline.  Axiom also expects its competitors to continue to improve the
performance of their current products or services, to reduce their current
products or service sales prices and to introduce new products or services that
may offer greater value-added performance and improved pricing.  Any of these
could cause a decline in sales, loss of market acceptance of Axiom's products
or services, or profit margin compression.

     Axiom Depends on the Continuing Trend of OEMs to Outsource. A substantial
factor in Axiom's revenue growth was attributable to the transfer of
manufacturing and supply based management activities from its original
electronics manufacturing customers.  Future growth is partially dependent on
new outsourcing opportunities. To the extent that these opportunities are not
available, Axiom's future growth would be unfavorably impacted.

     Uncertainties and Adverse Trends Affecting the Electronics Industry or any
of Axiom's Major Customers May Adversely Affect its Operating Results. Axiom's
business depends on the electronics industry, which is subject to rapid
technological change, short product life cycles and pricing and margin pressure.
In addition, the electronics industry has historically been cyclical and subject
to significant downturns characterized by diminished product demand, rapid
declines in average selling prices and production over-capacity.  When these
factors adversely affect its customers, Axiom may suffer similar effects.


<PAGE>                                18


Axiom's customers' markets are also subject to economic cycles and are likely to
experience recessionary periods in the future.  The economic conditions
affecting the electronics industry in general or any of Axiom's major customers,
in particular, including the economic slowdown and heightened levels of
uncertainty related to the September 11 terrorist attacks in the United States,
may adversely affect Axiom's operating results.

Controls and Procedures

    Within the 90 days prior to the filing date of the report (evaluation date),
the Company carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Rule 13a-14
under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon the
evaluation, the management concluded that the Company's disclosure controls and
procedures are effective.

     There were no significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of the
most recent evaluation of such, including any corrective actions with regard to
significant deficiencies and material weaknesses.


Item 7.  FINANCIAL STATEMENTS

     The following audited financial statements are filed with this report:

     (i)  Audited financial statements as of December 31, 2002 and for the nine
months ended December 31, 2002; and

     (ii) Audited financial statements as of March 31, 2002 and 2001, and for
the years ended March 31, 2002 and 2001.


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     There have been no disagreements between the Company and its independent
accountants on any matter of accounting principles or practices or financial
statement disclosure.

     On April 19, 2003, Stan J. H. Lee, CPA, a member firm of DMHD Hamilton
Clark & Co. resigned as the independent auditor of the Company, following the
Company's acquisition of Axiom Manufacturing Services Ltd.  On April 21, 2003,
the Company engaged GRACE T. FAN, CPA, LLC, d/b/a ATA CAPS GROUP, as the
Company's new independent auditors.

     During the period from March 8, 2002 (inception) to December 31, 2002,
there were no disagreements between the Company and Stan J. H. Lee, CPA, on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure which, if not resolved to the satisfaction of
Stan J. H. Lee, CPA, would have caused Stan J. H. Lee, CPA, to make reference to
the matter in its reports on the Company's financial statements. During the
period from March 8, 2002 (inception) to December 31, 2002, there were no


<PAGE>                                 19


reportable events as the term described in Item 304(a) 1)(iv) of Regulation S-B.
Stan J. H. Lee, CPA's opinion in its report on the Company's financial
statements for the year ended December 31, 2002, expressed substantial doubt
with respect to the Company's ability to continue as a going concern.

     At no time preceding April 21, 2003 has the Company (or anyone on behalf
of the Company) consulted with GRACE T. FAN, CPA, LLC, d/b/a ATA CAPS GROUP, on
matters regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, or (ii) any matter that
was the subject of a disagreement with Stan J. H. Lee, CPA or a reportable
event.

    On June 17, 2003, the Company engaged Demetrius & Co., LLC, as the
independent public accountants for the Company and its subsidiary.  Following
this engagement, Demetrius & Co., LLC will audit the Company's financial
statements for the years and periods as specified by Regulation S-X in
connection with the Company's acquisition of Axiom Manufacturing Services
Limited.  Grace T. Fan, CPA, LLC, d/b/a ATA CPAs, Group was dismissed as the
Company's independent public accountants after the Company's Board of Directors
approved the appointment of a new independent auditor.

     Grace T. Fan, CPA, LLC, d/b/a ATA CPAs, Group served as the Company's
independent public accountants for the period from April 19, 2003, to June 17,
2003, during which Grace T. Fan, CPA, LLC never prepared or issued a report on
behalf of the Company.

     During the period from April 19, 2003, to Grace T. Fan, CPA, LLC's
dismissal on June 16, 2003, there were no disagreements between the Company
and Grace T. Fan, CPA, LLC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Grace T. Fan, CPA, LLC
would have caused Grace T. Fan, CPA, LLC to make reference to the matter of the
disagreement(s) in connection with its reports.  In addition, during the period
from April 19, 2003 to June 17, 2003, the date of Grace T. Fan, CPA, LLC's
dismissal, there were no reportable events as that term is described in Item
304(a)(1)(iv) of Regulation S-B.

     At no time prior to June 17, 2003, did the Company (or anyone on behalf
of the Company) consult with Demetrius & Co., LLC on matters regarding (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, or (ii) any matter that was the subject of
a disagreement with Grace T. Fan, CPA, LLC, or a reportable event, as defined
in Item 304(a)(2) of Regulation S-B.


                                     PART III


Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     As of December 31, 2002, the Company's sole officer and director was as
below.


<PAGE>                                    20



       Name        Age            Positions and Offices Held
---------------- -------  -----------------------------------------------------
Jianjun Zhang      33      President, Treasurer, Secretary, and Director

     As of December 31, 2002, there were no agreements or understandings for the
officer or director to resign at the request of another person and the above-
named officer and director is neither acting on behalf of nor will act at the
direction of any other person.

     Jianjun Zhang, the Company's sole officer and director resigned effective
upon completion of the Company's acquisition of Axiom Manufacturing Services in
February 2003.  Upon his resignation, the following persons were appointed to
the respective officers of the Company:

         Name       Age                 Positions Held
-----------------  -----   -----------------------------------------------
Jacinta Sit          30   President, Chief Financial Officer and Director,
Paul Pursey          55   Managing Director of Axiom Manufacturing Services Ltd.
Vivian Lee-Yu Lam    33   Corporate Secretary and Director
Woon Chew Chai       44   Independent Director, Member of Audit Committee

    JACINTA SIT has been President and a director of the Company since February
2003. From 2001 to the present, Ms. Sit holds various positions, most recently
as an Executive Director, of Sen Hong Resources Holdings Limited, a Hong Kong
corporation, whose principal business is the exploration and development of
crude oil.

     PAUL PURSEY was appointed as Managing Director of Axiom Manufacturing
Services Limited, a subsidiary of the Company, in September 2002. From 1998
to September 2002, Mr. Pursey was Senior Executive within the Human Resources
Group responsible for personnel, training, health & safety, administrative and
factory engineering. From July 1999, he also served as Company Secretary of
the Company. Mr. Pursey was a key member of the Wales Electronics Forum, a
group designed to promote electronics within Wales and was chairman of Aiwa/
Axiom Consultative Committee.  Mr. Pursey played an integral part in the
Company's transition from OEM to CEM.  Prior to 1998, Mr. Pursey was head of
Aiwa Wales Manufacturing Services Limited responsible for all aspects of
manufacturing.

     VIVIAN LEE-YU LAM was appointed director and Corporate Secretary of the
Company in February 2003.  From 2000 to the present, Ms. Lam holds various
positions, most recently as Company Secretary, of Sen Hong Resources Holdings
Limited, a Hong Kong corporation. Currently Ms. Lam also serves as a director
of Great Admirer Limited, the parent company of the Registrant.

     WOON CHEW CHAI was elected as independent director of the Company in
February 2003.  From 1994 to the present, Mr. Chai has been a partner at
Michael Chai & Co., a law firm in Kuala Lumpur, Malaysia.   From 1991 to 1994,
he was a legal associate with Shook Lin & Bok, a law firm in Kuala Lumpur,
Malaysia. From 2002 to the present, he has served as director of Sen Hong
Resources Holdings Limited, a Hong Kong corporation.  Mr. Chai holds a Bachelor


<PAGE>                                21


of Laws (Hons) degree from the University of Buckingham, and a Bachelor of
Science (Hons) degree in Chemistry from University of Surrey, UK.  Mr. Chai is
qualified as Barrister at Law from Lincoln's Inn, England.

     Above named directors and executive officers of the Company have not
involved in any legal proceedings as described in Item 401 of Regulation S-B.

     There are no agreements or understandings for the Company's officers or
directors to resign at the request of another person, and the above-named
officers and directors are neither acting on behalf of, nor will act at the
direction of, any other person. There is no family relationship among any of
the executive officers and directors.

    Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership of equity securities of the Company with
the Securities and Exchange Commission. Officers, directors and greater than
10% shareholders are required by the Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) filings.
For the period covered by this Annual Report, the Company was in compliance
with the Section 16(a) of the Securities Exchange Act of 1934.


ITEM 10.  EXECUTIVE COMPENSATION

     Currently none of the Company's executive officers receive salary or
other kind of compensation from the Company, except Paul Pursey, managing
director of Axiom Manufacturing Services Ltd., the Company's subsidiary,
received approximately $80,475 in salary and approximately $11,200 in medical
insurance and company car in 2002.

    There is no key man life insurance on any director or officer, and no
pension, profit sharing, stock option or insurance programs or other similar
programs have been adopted for the benefit of its executive officers and
officers.

     The directors of the Company receive no salary or any other type of
compensation from the Company in their capacity as directors of the Company.
As of the date hereof, the Company does not have in place a compensation
arrangement for its directors for their services as directors, for committee
participation, or special assignments.

     There are no employment contracts.


Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth each person known by the Company to be the
beneficial owner of five percent or more of our Common Stock, all directors
individually and all directors and officers of the Company as a group. Except


<PAGE>                                22


as noted, each person has sole voting and investment power with respect to the
shares shown. The below table is based on an aggregate of 18,564,002 shares of
Common Stock issued and outstanding as of August 29, 2003.  There are no
outstanding options or warrants to purchase, nor any securities convertible
into, our common shares.

                     Name and Address       Amount and Nature of    Percent of
  Title of Class     of Beneficial Owner    Beneficial Ownership      Class
-----------------  ---------------------  ------------------------- -----------
Common Stock       Great Admirer Limited         16,701,002            90.0%
                   2 Queen's Road, Suite 2602
                   Central, Hong Kong

Common Stock       All Officers and
                   Directors as a Group                   *
-------------------------------------------------------------------------------
     As of the date of this report, there are no arrangements which may result
in a change in control of the Company.


Item 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On March 8, 2002, in connection with the organization of the Company, the
Company issued a total of 5,000,000 shares of its common stock to Waywood
Investment Ltd. ("Waywood") for services valued at $500. At that time, the
Company's sole director and officer, Mr. Jianjun Zhang, was the controlling
shareholder and the sole officer and director of Waywood Investment Ltd.


Item 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

 Exhibit No.                    Description
 ---------    -----------------------------------------
  3.1         Certificate of Incorporation (1)
  3.2         By-Laws (1)
  4.1         Specimen Stock Certificate (2)
 10.1         Agreement with Waywood Investment Ltd. (1)
 10.2         Shareholder agreement (1)
 99.1         Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
              of 2002 (3)

  (1) Incorporated by reference from the Company's Registration Statement on
      Form 10-SB filed on June 10, 2002.

  (2) Incorporated by reference from the Company's Registration Statement on
      Form 10-SB/A filed on July 29, 2002.


<PAGE>                               23


  (3) Filed herewith.

(b)  Reports on Form 8-K

     No reports on Form 8-K were filed during the fourth quarter of 2002.

     On January 24, 2003, the Company filed a Form 8-K to report that Waywood
Investment Limited, the sole shareholder of the Company, entered into a Stock
Purchase Agreement with Great Admirer Limited, pursuant to which Great Admirer
acquired 4,250,000 shares of common stock of the Company owned by Waywood. As a
result, Great Admirer now owns 85% of the Company's issued and outstanding
shares.

     On February 12, 2003, the Company filed a Form 8-K to report that the
Company entered into a Share Exchange Agreement with Great Admirer Limited,
pursuant to which the Company issued 13,564,002 shares of its common stock to
Great Admirer in exchange for all issued and outstanding ordinary shares of
Axiom Manufacturing Services Limited ("Axiom") on a one-to-one basis.  Axiom
is an electronics manufacturing service provider in the United Kingdom and a
wholly-owned subsidiary of Great Admirer.  As a result of this transaction,
Axiom becomes Oxford's wholly-owned subsidiary.

    On March 3, 2003, the Company filed a Form 8-K/A to amend the Form 8-K the
Company filed on February 18, 2003 by submitting audited financial statements
of Axiom Manufacturing Services Limited.

     On April 22, 2003, the Company filed a Form 8-K to report that Stan J. H.
Lee, CPA, resigned as the Company's independent accountants, following the
Company's acquisition of Axiom Manufacturing Services Ltd. and the Company
engaged Grace T. Fan, CPA, LLC, d/d/a ATA CPAS GROUP, as the Company's
independent accountants.

     On June 20, 2003, the Company filed a Form 8-K to report that the Company
engaged Demetrius & Co., LLC as the Company's independent public accountants
in replace of Grace T. Fan, CPA as the Company's independent accountants.



<PAGE>                                  24



                                    SIGNATURES



     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Oxford Technologies Corp.

By:  /s/ Jacinta Sit
----------------------------------------------
Jacinta Sit
President, Chief Financial Officer and Director

Date: September 9, 2003


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.



By:  /s/ Vivian Lee Yu Lam
--------------------------------------------
Vivian Lee Yu Lam, Director and Secretary

Date:   September 9, 2003



<PAGE>                                  25




                      AXIOM MANUFACTURING SERVICES LIMITED
                  (Formerly Aiwa Wales Manufacturing Limited)


                             Financial Statements
   As of December 31, 2002 and for the Nine Months ended December 31, 2002




Independent Auditors' Report........................................      27

Balance Sheet (Audited).............................................      28
Notes to Balance Sheet (Audited)....................................      29
Statement of Operations for the Period from
  April 1, 2002 to December 31, 2002 (Unaudited)....................      36
Statement of Changes in Stockholders' Equity (Deficiency)(Unaudited)      37
Statement of Cash Flows for the Period from
  April 1, 2002 to December 31, 2002 (Unaudited)....................      38
Notes to Financial Statements (Unaudited)...........................      39




<PAGE>                                  26




                            DEMETRIUS & COMPANY, L.L.C.
                            CERTIFIED PUBLIC ACCOUNTANTS


                           INDEPENDENT AUDITORS' REPORT



Board of Directors and Stockholders
Axiom Manufacturing Services Limited
(Formerly Aiwa Wales Manufacturing Limited)

We have audited the accompanying balance sheet of Axiom Manufacturing Services
Limited (formerly Aiwa Wales Manufacturing Limited) at December 31, 2002. This
financial statement is the responsibility of the Company's management.  Our
responsibility is to express an opinion on this financial statement based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly in all
material respects the financial position of Axiom Manufacturing Services
Limited, as of December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.


/s/ Demetrius & Company, LLC
-----------------------------
 DEMETRIUS & COMPANY, L.L.C.

Wayne, New Jersey
July 17, 2003



<PAGE>                                    27





                       AXIOM MANUFACTURING SERVICES LIMITED
                   (formerly AIWA Wales Manufacturing Limited)

                                  BALANCE SHEET
                                DECEMBER 31, 2002

                                     ASSETS

                                                                US $'000
Current assets:
Cash and cash equivalents...................................      $   47
Accounts receivable, net of allowance for
    doubtful accounts of $21................................       3,177
Inventory...................................................       3,436
Other current assets........................................         338
                                                                --------
       Total Current Assets.................................       6,998

Property and equipment, net of accumulated
    depreciation of $22,900.................................      14,955
                                                               ---------
                                                               $  21,953
                                                               =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable............................................   $   2,908
Notes payable, current portion..............................         192
Taxes payable...............................................         270
Accrued expenses............................................          90
Deferred income, current portion............................         859
Other current payable.......................................           2
                                                               ---------
      Total Current Liabilities.............................       4,321

Long-term Liabilities:
Deferred income, non-current portion........................       2,965
Notes payable, non-current portion..........................         459
                                                                --------
                                                                   3,424

Stockholders' Equity (Deficiency)
Common stock, 13,564,002 shares authorized, issued,
   and outstanding..........................................      21,109
Additional paid in capital..................................      11,865
Accumulated Other Comprehensive Loss........................         390
Accumulated Deficit.........................................    (19,156)
                                                               ---------
      Total Shareholders' Equity............................      14,208
                                                               ---------
                                                               $  21,953
                                                               =========



         The accompanying notes are an integral part of the statements.


<PAGE>                                  28





                      AXIOM MANUFACTURING SERVICES LIMITED
                   (formerly AIWA Wales Manufacturing Limited)

                        NOTES TO FINANCIAL STATEMENTS

                              DECEMBER 31, 2002

NATURE OF OPERATIONS

Axiom Manufacturing Services Limited ("the Company") was incorporated in South
Wales, United Kingdom on September 3, 1980 under the name of Aiwa (UK) Ltd.
The Company's name was changed to Aiwa Wales Manufacturing Limited in June 1997
and was changed again to Axiom Manufacturing Services Limited on April 10,
2002, as a result of the acquisition of the Company by Great Admirer Limited.

Prior to its acquisition by Great Admirer Limited, the Company was a wholly
owned subsidiary of Aiwa Europe Limited, which was 100% owned by Aiwa Co.
Limited of Japan.  The Company was responsible for manufacturing Aiwa brand
consumer electronics products, primarily audio and visual products, on behalf
of Aiwa Japan, for distribution in the Europe.  In December 2000, due to a
gradually decreasing profit margin, the Company began to provide electronic
manufacturing services (EMS) to third parties.  In July 2001, Aiwa brand
products were terminated and the Company became entirely an EMS provider in
the markets of telecommunication equipment, computers and related products,
video/audio/entertainment products, industrial control equipment, testing and
instrumentation products and medical devices.  The Company offers its customers
comprehensive and integrated design and manufacturing services, from initial
product design to volume production, direct order fulfillment and aftermarket
support.

The company's principal offices and manufacturing facilities are located in
Technology Park, Newbridge, South Wales, United Kingdom.  The Company owns the
above-mentioned properties, which is approximately 26.80 acres.

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Use of Estimates.  The preparation of financial statements in conformity
     with generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities, at the
     date of the financial statements and the reported amount of revenues and
     expenses during the reporting period.  Actual results could differ from
     those estimates.

     Foreign Currency Translation.   The local currency is the functional
     currency of the Company's operations in UK.  Results of operations and
     cash flows are translated at average exchange rates during the period
     while specific investing and financing activities are translated at rates
     in effect at the time of the cash inflow or outflow.  Assets and


<PAGE>                                  29



     liabilities are translated at end-of-period exchange rates.  Translation
     adjustment is shown as a separate component of stockholders' equity.
     Foreign currency transaction gains or loss are included in the
     determination of net income.

    Reporting Entity.   The Company's balance sheet reflects the financial
    condition on a "Stand-alone" basis and did not include any transactions of
    any affiliates.

    Cash Equivalents.  The Company considers highly liquid instruments with
    original maturity of three months or less to be cash equivalents.

    Inventories.   Inventories are stated at the lower of cost or market. Cost
    has been determined using the first-in, first-out method.

    Property, plant and Equipment.   Property, plant and equipment are recorded
    at cost, net of accumulated depreciation.  Depreciation is computed on a
    straight-line basis over estimated useful lives of various assets classes
    as follows:

    Buildings & building improvements          20 to 45 years
    Machinery & equipment                      5 to 10 years
    Fixtures & fittings                        3 to 8 years

    Leasehold improvements are depreciated over the shorter of related lease
    terms or the estimated useful lives.  Upon retirement or sale, the costs
    of the assets disposed and the related accumulated depreciation are
    removed from the accounts and any resulting gain or loss is included in
    the determination of income.  Repairs and maintenance costs are expensed
    as incurred.

    Income Taxes. Deferred taxes are provided on an asset and liability method
    whereby deferred tax assets are recognized for deductible temporary
    differences and operating loss carryforwards and deferred tax liabilities
    are recognized for taxable temporary differences.  Temporary differences
    are the difference between the reported amounts of assets and liabilities
    and their tax basis.  Deferred tax assets are reduced by a valuation
    allowance when, in the opinion of management, it is more likely than not
    that some portion or all of the deferred tax assets will be realized.
    Deferred tax assets and liabilities are adjusted for the effects of
    changes in tax laws and rates on the date of enactment.

    Fair Value of Financial Instruments.   The carrying amounts of the Company's
    financial instruments, which include cash equivalents, accounts receivable,
    accounts payable, accrued expenses, deferred income and notes payable
    approximate their fair values at December 31, 2002.

    Recent Accounting Pronouncements.  In June 2001, the Financial Accounting
    Standards Board ("FASB") issued Statement of Financial Accounting
    Standards  ("SFAS") No. 141 "Business Combinations" and No. 142 "Goodwill
    and Other Intangible Assets". SFAS No.141 requires all business
    combinations initiated after June 30, 2001 to be accounted for under the
    purchase method. For all business combinations for which the date of
    acquisition is after June 30, 2001, SFAS No. 141 also establishes specific
    criteria for the recognition of intangible assets separately from goodwill


<PAGE>                                 30



    and requires unallocated negative goodwill to be written off immediately
    as an extraordinary gain, rather than deferred and amortized. SFAS No. 142
    changes the accounting for goodwill and other intangible assets after an
    acquisition. The most significant changes made by SFAS No. 142 are:(1)
    goodwill and intangible assets with indefinite lives will no longer be
    amortized; (2) goodwill and intangible assets with indefinite lives must
    be tested for impairment at least annually; and (3) the amortization
    period for intangible assets with definite lives will no longer be limited
    to forty years. At this time, the Company does not believe that the
    adoption of either of these statements will have a material effect on its
    financial position, results of operations, or cash flows.

    In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
    Obligations".  SFAS No. 143 establishes accounting requirements for
    retirement obligations associated with tangible long-lived assets, including
    (1) the timing of the liability recognition, (2) initial measurement of the
    liability, (3) allocation of asset retirement cost to expense, (4)subsequent
    measurement of the liability and (5) financial statement disclosures.  SFAS
    No. 143 requires that an asset retirement cost should be capitalized as part
    of the cost of the related long-lived asset and subsequently allocated to
    expense using a systematic and rational method. The adoption of SFAS No. 143
    is not expected to have a material effect on the Company's financial
    position, results of operations, or cash flows.

    In August 2001, the FASB also approved SFAS No. 144, "Accounting for the
    Impairment or Disposal of Long-Lived Assets".  SFAS No. 144 replaces SFAS
    No. 121. The new accounting model for long-lived assets to be disposed of
    by sale applies to all long-lived assets, including discontinued
    operations, and replaces the provisions of Accounting Principles Board
    (APB) Opinion No. 30,  "Reporting Results of Operations- Reporting the
    Effects of Disposal of a Segment of a Business", for the disposal of
    segments of a business.  SFAS No. 144 requires that those long-lived
    assets be measured at the lower of carrying amount or fair value less cost
    to sell, whether reported in continuing operations or in discontinued
    operations.  Therefore, discontinued operations will no longer be measured
    at net realizable value or include amounts for operating losses that have
    not yet occurred.  SFAS No. 144 also broadens the reporting of discontinued
    operations to include all components of an entity with operations that can
    be distinguished from the rest of the entity and that will be eliminated
    from the ongoing operations of the entity in a disposal transaction.  The
    provisions of SFAS No. 144 are effective for financial statements issued
    for fiscal years beginning after December 15, 2001 and, generally are to
    be applied prospectively. At this time, the Company does not believe that
    the adoption of SFAS No. 144 will have a material effect on its financial
    position, results of operations, or cash flows.

    In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
    Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
    Technical Corrections" (hereinafter "SFAS No. 145"), which updates,
    clarifies and simplifies existing accounting pronouncements.  FASB No. 4,
    which required all gains and losses from the extinguishment of debt to be
    aggregated and, if material, classified as an extraordinary item, net of
    related tax effect was rescinded.  As a result, FASB No. 64, which
    amended FASB No. 4, was rescinded, as it was no longer necessary.  FASB
    No. 44, Accounting for intangible Assets of Motor Carriers, established
    the accounting requirements for the effects of transition to the
    provisions of the Motor Carrier Act of 1980.  Since the transition has


<PAGE>                                   31



    been completed, FASB No. 44 is no longer necessary and has been rescinded.
    SFAS No. 145 amended FASB No. 13 to eliminate an inconsistency between
    the required accounting for sale-leaseback transactions and the required
    accounting for certain lease modifications that have economic effects
    that are similar to sale-leaseback transactions.  At this time, the
    Company does not believe that the adoption of SFAS No. 145  will have a
    material effect on the financial statements of the Company.

    In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
    Associated with Exit or Disposal Activities" ("SFAS No. 146").  SFAS No.
    146 addresses significant issues regarding the recognition, measurement,
    and reporting of costs associated with exit and disposal activities,
    including restructuring activities.  SFAS No. 146 also addresses
    recognition of certain costs related to terminating a contract that is not
    a capital lease, costs to consolidate facilities or relocate employees,
    and termination benefits provided to employees that are involuntarily
    terminated under the terms of a one-time benefit arrangement that is not
    an ongoing benefit arrangement or an individual deferred-compensation
    contract.  At this time, the Company does not believe that the adoption of
    SFAS No. 146 will have a material effect on its financial position,
    results of operations, or cash flows.

2.  INVENTORIES

    Inventories at December 31, 2002 consisted of the following:

		                               US$'000

    Raw materials                          $ 3,436
    Finished goods and goods for sale            -
                                          --------
    Total                                  $ 3,436


3.  PROPERTY AND EQUIPMENT

    Property, plant and equipment at December 31, 2002 consisted of the
    following:

		                               US $'000

    Building & building improvements       $ 15,134
    Machinery & equipment                    16,998
    Fixtures & fittings                       5,723
                                          ---------
                                             37,855
    Less accumulated depreciation          (22,900)
                                          ---------
    Total                                 $ 14,955

    Depreciation expense amounted to $925,000 for the period ended
    December 31, 2002.

4.  OTHER CURRENT ASSETS

    Other current assets at December 31, 2002 consisted of the following:



<PAGE>                                32




                                            US$'000

    Other receivables                         $  61
    Prepaid expense and accrued income          277
                                           --------
    Total                                     $ 338

5.  RELATED PARTY TRANSACTIONS

    In April 2002, Great Admirer Limited, a Hong Kong company, acquired the
    Company from Aiwa Europe Limited.

    Prior to the sale of the Company, Aiwa Europe Limited subscribed for an
    additional 3,114,000 shares of capital stock of the Company as consideration
    for the settlement of an inter-company debt in the amount of $4,471,000.
    Aiwa Europe Limited also waived an inter-company debt of $11,865,000 which
    was recorded as additional paid-in capital.

6.  LOAN PAYABLE

    At December 31, 2002, the Company's credit facility with HSBC was composed
    of an invoice discounting facility and finance arrangement for asset lease.
    The following is a breakdown of the loan payable as of December 31, 200

                                      Current portion    Non-current
                                      ---------------   -------------
	                                    US$'000           US$'000

    Invoice discounting                        61                 -
    Bank loan                                  58               203
    Finance lease agreements                   73               256
                                       ----------         ---------
    Total                                   $ 192             $ 459

    The following is a schedule of future payments required under the loan
    payable:

                                          US$'000
                                        -----------
    2003                                   $ 191
    2004                                   $ 130
    2005                                   $ 130
    2006                                   $ 131
    2007                                   $  69
                                         --------
    Total                                  $ 651




<PAGE>                                  33


7.  DEFERRED INCOME

    Deferred income as of December 31, 2002 was $3,824,000, which consisted
    of unamortized grant aid of $3,564,000 and other deferred income of
    $260,000. In July 2002, the Company received a grant aid of $3,863,000
    from the Nation Assembly for Wales. This funding was made available to
    safeguard jobs following the decision by Aiwa Europe Limited to end
    production of hi-fi units.  The National Assembly for Wales has been given
    security in the form of a first lien on the land and buildings at
    Technology Park, Newbridge and have the right to require repayment of part
    or all of the grants under certain circumstances.  Upon receipt of the
    grant funds, the Company recorded them as deferred revenues. Each month,
    the Company records revenue based on a predetermined formula. As of
    December 31, 2002, there were deferred grant fund and other deferred
    income as follows:

                     Unamortization     Unamortized       Monthly
       Category         Months          Grant Amount     Revenue
    --------------  ---------------  --------------   ------------
					           US$'000         US$'000

       Staff               54            $ 2,540          $ 47
       Building           426            $ 1,000          $  2
       Plant & machinery   78            $    24          $  1
                                         --------       --------

       Total unamortized grant fund      $ 3,664          $ 50
       Deferred rent income                 $107
       Deferred training fund               $153
                                         --------
            Total deferred income        $ 3,824
                                         ========

    The Company has recognized revenue of $299,000 from the grant funds as
    of December 31, 2002.

8.  INCOME TAXES

    The components of the deferred tax asset based on UK rates as of December
    31, 2002 are as follows:

    Deferred tax asset:	                        US $'000
                                              -----------
      Net operating loss carryforwards          $   6,389
      Valuation allowance                       $ (6,389)
                                              -----------
      Net deferred tax assets                   $  - 0 -

9.  Reconciliation to U.S. GAAP

    The Company's financial statements have been prepared in accordance with
    United Kingdom GAAP, differ in certain significant respects from US GAAP.
    The effects of the application of U.S. GAAP to balance sheet are set out
    in the tables below:



<PAGE>                                  34



                                                   Notes           US$'000
    ------------------------------------------------------------------------
    Property & Equipment, net under UK GAAP                         10,127

    US GAAP Adjustments:
    Prior period GAAP adjustment                    (a)              6,116
    Reversal of impairment write back               (b)            (1,841)
    Depreciation, building                          (c)              (133)
    Foreign currency translation adjustment         (d)                687
    ------------------------------------------------------------------------
    Property & Equipment, net reported under US GAAP                14,955
                                                                   =======

    (a)  Prior period GAAP adjustments:  The prior period GAAP adjustments
         were presented in the financial statements for the fiscal year
         ending March 31, 2002.

    (b)  Reversal of impairment write back: Under UK GAAP, the building and
         building improvements are presented at fair market value.  US GAAP
         requires that fixed assets be presented at the historical cost. A
         UK adjustment to fair value, at December 31, 2002, in the amount of
         US $1,841,000 was reversed.

    (c)  Depreciation, building: The depreciation expense/allowance for
         building and building improvement was recomputed and recorded based
         on the historical cost under US GAAP.

    (d)  Foreign currency translation adjustment: The foreign currency
         translation adjustment is resulted from application of different
         exchanges rates as results of operations are translated at average
         exchange rates while assets and liabilities are translated at end-
         of-period exchange rates.

                                                       Notes       US$'000
         ------------------------------------------------------------------
         Additional paid in capital under UK GAAP                     -0-

         US GAAP Adjustments:
         Inter-company debts                            (e)        12,628
         Foreign currency translation adjustment        (d)         (763)
         ------------------------------------------------------------------
         Additional paid in capital reported under US GAAP         11,865
                                                                  =======

    (e)  Inter-company debts:  Under UK GAAP, the cancellation of the
         inter-company debts had been credited to income.  US GAAP requires
         that the forgiveness of the inter-company debts be credited to paid
         in capital.


<PAGE>                                  35





                       AXIOM MANUFACTURING SERVICES LIMITED
                    (formerly AIWA Wales Manufacturing Limited)

                             STATEMENT OF OPERATIONS
               For the Period from April 1, 2002 to December 31, 2002
                                  (Unaudited)


                                                                 US $'000

Sales.......................................................    $  10,499
Cost of Sales...............................................       11,998
                                                               ----------
Gross Loss..................................................      (1,499)

Operating Expenses
  Selling, general and administrative.......................        1,583
                                                               ----------
      Operating Loss........................................      (3,082)

Interest income.............................................         (15)
Interest expense............................................           20
                                                               ----------
      Loss Before Income Taxes..............................      (3,087)

Income tax benefit..........................................            -
                                                               ----------
Net Loss....................................................   $  (3,087)
                                                               ==========




        The accompanying notes are an integral part of the statements.




<PAGE>                                 36






                         AXIOM MANUFACTURING SERVICES LIMITED
                      (formerly AIWA Wales Manufacturing Limited)

               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                                      (Unaudited)

<TABLE>
<CAPTION>

                                     Common Stock                                    Accumulated Other  Comprehensive
                                      par Value          Additional     Accumulated    Comprehensive       Income
                                 Shares      Amount    Paid in Capital    Deficit       Income (Loss)      (Loss)
                            ------------- ------------ ---------------  ------------ -----------------  ------------
                                              US$'000       US$'000        US$'000         US$'000          US$'000<

                         <c>            <c>            <c>           <c>            <c>              <c>
Balance, March 31, 2002
 10,450,002 shares at        10,450,002     $ 16,638        $   -        $ (16,069)      $  (1,322)
 $1.5922 par value

Issuance of common stock      3,114,000        4,471
 3,114,000 shares at
 $1.4358 par value

Additional paid-in capital
 Write-off of intercompany debt                             11,865

Comprehensive income (loss)
  Net loss                                                                (3,087)                     $   (3,087)
  Foreign currency translation adjustment                                                    1,712          1,712
                                                                                                       ----------
  Total comprehensive income (loss)                                                                    $  (1,375)
                                                                                                       ==========
                            -------------  ----------  -------------- ------------- ---------------
Balance, December 31, 2002   13,564,002     $ 21,109      $ 11,865       $ (19,156)       $    390
                            =============  ==========  ==============  ============ ===============


</TABLE>


                 The accompanying notes are an integral part of the statements.




<PAGE>                                    37






                           AXIOM MANUFACTURING SERVICES LIMITED
                        (formerly AIWA Wales Manufacturing Limited)

                                STATEMENT OF CASH FLOWS
                For the Period from April 1, 2002 to December 31, 2002
                                      (Unaudited)



                                                                   US $'000
Cash Flows From Operating Activities:
  Net Loss....................................................   $  (3,087)
  Adjustments to reconcile net income to net cash
    Used in operating activities:
      Depreciation and amortization...........................         925
      Allowance for bad debt..................................       (133)
      Gain/loss from disposal of property, plant and machinery           6

   Changes in operating assets and liabilities:
     Accounts receivable......................................       (989)
     Inventory................................................     (2,026)
     Other assets.............................................       (249)
     Accounts payable.........................................       1,456
     Taxes payable............................................         125
     Accrued expenses.........................................          11
     Other payable............................................           2
     Deferred income..........................................       3,641
                                                                 ---------
          Cash used in operating activities...................       (318)

Cash Flows From Investing Activities:
    Purchase of property and equipment
      and Leasehold improvements..............................       (654)
                                                                 ---------
          Cash used in investing activities...................       (654)

Cash Flows From Financing Activities:
    Proceeds of loans payable.................................        617
    Repayment of loan from related parties....................      (178)
                                                                ---------
          Cash provided by financing activities...............        439

Effect of exchange rate changes on cash and cash equivalents..       (33)
                                                                ---------
Decrease in cash and cash equivalents.........................      (566)

Cash and Cash Equivalents, Beginning..........................       613
                                                                --------
Cash and Cash Equivalents, Ending.............................   $    47
                                                                ========


       The accompanying notes are an integral part of the statements.




<PAGE>                                   38






                         AXIOM MANUFACTURING SERVICES LIMITED
                     (formerly AIWA Wales Manufacturing Limited)

                            NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


NATURE OF OPERATIONS

    Axiom Manufacturing Services Limited ("the Company") was incorporated in
    South Wales, United Kingdom on September 3, 1980 under the name of Aiwa
    (UK) Ltd. The Company's name was changed to Aiwa Wales Manufacturing
    Limited in June 1997 and was changed again to Axiom Manufacturing Services
    Limited on April 10, 2002, as a result of the acquisition of the Company
    by Great Admirer Limited.

    Prior to its acquisition by Great Admirer Limited, the Company was a
    wholly owned subsidiary of Aiwa Europe Limited, which was 100% owned by
    Aiwa Co. Limited of Japan.  The Company was responsible for manufacturing
    Aiwa brand consumer electronics products, primarily audio and visual
    products, on behalf of Aiwa Japan, for distribution in the Europe.  In
    December 2000, due to a gradually decreasing profit margin, the Company
    began to provide electronic manufacturing services (EMS) to third parties.
    In July 2001, Aiwa brand products were terminated and the Company became
    entirely an EMS provider in the markets of telecommunication equipment,
    computers and related products, video/audio/entertainment products,
    industrial control equipment, testing and instrumentation products and
    medical devices.  The Company offers its customers comprehensive and
    integrated design and manufacturing services, from initial product design
    to volume production, direct order fulfillment and aftermarket support.

    The company's principal offices and manufacturing facilities are located
    in Technology Park, Newbridge, South Wales, United Kingdom.  The Company
    owns the above-mentioned properties, which is approximately 26.80 acres.

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Use of Estimates.   The preparation of financial statements in conformity
    with generally accepted accounting principles requires management to make
    estimates and assumptions that may affect the reported amounts, at the
    date of the financial statement, of revenues and expenses during the
    reporting period. Actual results could differ from those estimates.

    Foreign Currency Translation.  The local currency is the functional
    currency of the Company's operations in UK.  Results of operations and
    cash flows are translated at average exchange rates during the period
    while specific investing and financing activities are translated at
    rates in effect at the time of the cash inflow or outflow. Assets and
    liabilities are translated at end-of-period exchange rates. Translation


<PAGE>                                 39



    adjustment is shown as a separate component of stockholders' equity.
    Foreign currency transaction gains or loss are included in the
    determination of net income.

    Reporting Entity.   The Company's financial statements reflect the
    financial transactions on a "Stand-alone" basis.

    Income Taxes.  Deferred taxes are provided on an asset and liability
    method whereby deferred tax assets are recognized for deductible
    temporary differences and operating loss carryforwards and deferred tax
    liabilities are recognized for taxable temporary differences.
    Temporary differences are the difference between the reported amounts
    of assets and liabilities and their tax basis.  Deferred tax assets are
    reduced by a valuation allowance when, in the opinion of management, it
    is more likely than not that some portion or all of the deferred tax
    assets will be realized.  Deferred tax assets and liabilities are
    adjusted for the effects of changes in tax laws and rates on the date
    of enactment.

    Advertising Costs.  The Company expenses advertising costs when the
    advertisement occurs.

    Comprehensive Income.  Net income for the period ended December 31,
    2002 is the same as comprehensive income defined pursuant to Statement
    of Financial accounting Statement Accounting Standards No. 130,
    "Reporting Comprehensive Income."

2.  INVENTORIES

    Inventories at December 31, 2002 consisted of the following:

                                                US$'000
                                           ------------

     Raw materials                               $3,436
     Finished goods and goods for sale                -
                                           ------------
     Total                                       $3,436
                                           ============

3.  DEPRECIATION

    Depreciation expense amounted to $925,000 for the period ended December
    31, 2002.

4.  RELATED PARTY TRANSACTIONS

    In April 2002, Great Admirer Limited, a Hong Kong company, acquired the
    Company from Aiwa Europe Limited.

    Prior to the sale of the Company, Aiwa Europe Limited subscribed for an
    additional 3,114,000 shares of capital stock of the Company as
    consideration for the settlement of an inter-company debt in the amount
    of $4,471,000.  Aiwa Europe Limited also waived an inter-company debt
    of $11,865,000 which was recorded as additional paid-in capital.


<PAGE>                                40


5.  DEFERRED INCOME

    Deferred income as of December 31, 2002 was $3,824,000, which consisted
    of unamortized grant aid of $3,564,000 and other deferred income of
    $260,000. In July 2002, the Company received a grant aid of $3,863,000
    from the Nation Assembly for Wales. This funding was made available to
    safeguard jobs following the decision by Aiwa Europe Limited to end
    production of hi-fi units.  The National Assembly for Wales has been given
    security in the form of a first lien on the land and buildings at
    Technology Park, Newbridge and have the right to require repayment of part
    or all of the grants under certain circumstances.  Upon receipt of the
    grant funds, the Company recorded them as deferred revenues. Each month,
    the Company records revenue based on a predetermined formula. As of
    December 31, 2002, there were deferred grant fund and other deferred
    income as follows:

                     Unamortization     Unamortized       Monthly
       Category         Months          Grant Amount     Revenue
    --------------  ---------------  --------------   ------------
					           US$'000         US$'000

       Staff               54            $ 2,540          $ 47
       Building           426            $ 1,000          $  2
       Plant & machinery   78            $    24          $  1
                                         --------       --------

       Total unamortized grant fund      $ 3,664          $ 50
       Deferred rent income                 $107
       Deferred training fund               $153
                                         --------
            Total deferred income        $ 3,824
                                         ========

    The Company has recognized revenue of $299,000 from the grant funds as
    of December 31, 2002.

  6.  INCOME TAXES

    The components of the deferred tax asset based on UK rates as of
    December 31, 2002 are as follows:

    Deferred tax asset:                             US$'000

      Net operating loss carryforwards              $   6,389
      Valuation allowance                           $	(6,389)
                                                  -----------
      Net deferred tax assets                       $   - 0 -



<PAGE>                                  41



7.  Reconciliation to U.S. GAAP

    The Company's financial statements have been prepared in accordance
    with United Kingdom GAAP, differ in certain significant respects from
    US GAAP.  The effects of the application of U.S. GAAP to net income and
    equity are set out in the tables below:

                                                   Notes        US$'000
    -----------------------------------------------------------------------
    Net income under UK GAAP                                     11,515

    US GAAP Adjustments:
    Reversal of impairment write back                (a)        (1,841)
    Inter-company debts                              (b)       (12,628)
    Depreciation - building                          (c)          (133)
    -----------------------------------------------------------------------
    Net loss reported under US GAAP                             (3,087)

   (a)  Reversal of impairment write back: Under UK GAAP, the valuation of
        the building and building improvements was restated based on UK fair
        market value accounting as of the balance sheet date. US GAAP
        requires the adoption of the historical cost.  For the period ended
        December 31, 2002, the impairment write-up in the amount of
        $1,841,000 was reversed.

   (b)  Inter-company debts:  Under UK GAAP, the cancellation of the inter-
        company bebts had been credited to income.  US GAAP requires the
        forgiveness of the inter-company debts be credited to capital.

   (c)  Depreciation - building: The depreciation expense/allowance for
        building and building improvement was recomputed and recorded based
        on the historical cost under US GAAP.



<PAGE>                                  42




                      AXIOM MANUFACTURING SERVICES LIMITED
                    (Formerly Aiwa Wales Manufacturing Limited)


                          Audited Financial Statements
                        As of March 31, 2002 and 2001, and
                    For the Years ended March 31, 2002 and 2001





Independent Auditors' Report..........................................    44

Balance Sheets........................................................    45
Statement of Operations for the Years ended March 31, 2002 and 2001...    46
Statement of Changes in Stockholders' Equity (Deficiency).............    47
Statement of Cash Flows for the Years ended March 31, 2002 and 2001...    48
Notes to Financial Statements.........................................    49











<PAGE>                                    43




                             DEMETRIUS & COMPANY, L.L.C.
                            CERTIFIED PUBLIC ACCOUNTANTS


                            INDEPENDENT AUDITORS' REPORT



Board of Directors and Stockholders
Axiom Manufacturing Services Limited
(Formerly Aiwa Wales Manufacturing Limited)

We have audited the accompanying balance sheets of Axiom Manufacturing Services
Limited (formerly Aiwa Wales Manufacturing Limited) at March 31, 2002 and 2001
and the related statements of operations, changes in stockholders' equity
(deficiency) and cash flows for the two year period ended March 31, 2002. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects the financial position of Axiom Manufacturing Services
Limited, as of March 31, 2002, and 2001 and the results of its operations and
its cash flows for each of the two years in the period ended March 31, 2002 in
conformity with accounting principles generally accepted in the United States
of America.


/s/ Demetrius & Company, LLC
-----------------------------
 DEMETRIUS & COMPANY, L.L.C.


Wayne, New Jersey
July 17, 2003





<PAGE>                                    44



                        AXIOM MANUFACTURING SERVICES LIMITED
                     (formerly AIWA Wales Manufacturing Limited)

                                   BALANCE SHEET

                                      ASSETS


                                                            March 31,
                                                  ----------------------------
                                                       2002           2001
                                                  --------------- ------------
                                                     US $'000       US $'000
Current assets:
 Cash and cash equivalents....................       $    613        $    50
 Accounts receivable, net of allowance for
   Doubtful accounts of $143 in 2002..........          1,767          2,134
 Inventory....................................          1,153          3,183
 Other current assets.........................             67            376
 Due from related parties.....................              -            497
                                                     --------       --------
     Total Current Assets.....................          3,600          6,240

Property and equipment, net of accumulated
  depreciation of $19,431 in 2002 and
  $19,979 in 2001.............................         13,499          3,020
                                                     --------       --------
                                                     $ 17,099       $  9,260
                                                     ========       ========


              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)


Current liabilities:
 Accounts payable.............................       $ 1,217        $ 1,195
 Taxes payable................................           122            403
 Accrued expenses.............................            70            656
 Deferred income..............................            53              -
 Due to related parties.......................        16,390              -
                                                   ---------       --------
    Total Current Liabilities.................        17,852          2,254

Stockholders' Equity (Deficiency)
 Common stock, $1.5922 par value,
  10,450,002 shares authorized, issued,
  and outstanding.............................        16,638         16,638
 Accumulated Other Comprehensive Loss.........       (1,322)        (1,391)
 Accumulated Deficit..........................      (16,069)        (8,241)
                                                   ---------      ---------
    Total Shareholders' Equity (Deficiency)...         (753)          7,006
                                                   ---------      ---------
                                                   $  17,099       $  9,260
                                                  ==========      =========



         The accompanying notes are an integral part of the statements.



<PAGE>                                  45





                          AXIOM MANUFACTURING SERVICES LIMITED
                       (formerly AIWA Wales Manufacturing Limited)

                                STATEMENT OF OPERATIONS



                                                        Years Ended March 31
                                                     --------------------------
                                                         2002            2001
                                                     ------------- ------------
                                                       US $'000        US $'000

Sales...........................................      $  12,383       $  29,655
Cost of Sales...................................         19,858          36,601
                                                     ----------      ----------
Gross Loss......................................        (7,475)         (6,946)

Operating Expenses
  Selling, general and administrative...........           644             447
                                                     ---------       ----------
     Operating Loss.............................       (8,119)          (7,393)

Interest income.................................           175              475
Interest expense................................         (140)             (72)
                                                      --------        ---------
     Loss Before Income Taxes...................       (8,048)          (6,990)

Income tax benefit..............................           256                -
                                                    ----------        ---------
Net Loss........................................    $  (7,828)       $  (6,990)
                                                    ==========       ==========





         The accompanying notes are an integral part of the statements.



<PAGE>                                  46





                             AXIOM MANUFACTURING SERVICES LIMITED
                          (formerly AIWA Wales Manufacturing Limited)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

<TABLE>
<CAPTION>


                                  Common Stock                      Accumulated Other
                                Par value $1.5922       Accumulated  Comprehensive   Comprehensive
                               Shares         Amount       Deficit         Loss       Iocome (Loss)
                         ---------------- ------------- ------------- -------------- --------------
                                             US$'000       US$'000        US$'000        US$'000


                          <c>           <c>           <c>             <c>          <c>
Balance, March 31, 2000       10,450,002    $ 16,638     $ (1,251)        $    -

Comprehensive income (loss)
  Net loss                                                 (6,990)                     $ (6,990)
  Foreign currency translation adjustment                                 (1,391)        (1,391)
                                                                                      ----------
  Total comprehensive income (loss)                                                    $ (8,381)
                           -------------- ------------- ------------- --------------    =========
 Balance, March 31, 2001     10,450,002     $ 16,638     $ (8,241)     $ (1,391)


Comprehensive income (loss)
  Net loss                                                 (7,828)                       $ (7,828)
  Foreign currency translation adjustment                                     69              69
                                                                                       ---------
  Total comprehensive income (loss)                                                    $ (7,759)
                           -------------- -------------- ------------ --------------   =========
Balance, December 31, 2002   10,450,002     $ 16,638     $ (16,069)     $ (1,322)
                             ==========    ==========    ==========    ==========



</TABLE>

                The accompanying notes are an integral part of the statements.



<PAGE>                                    47





                             AXIOM MANUFACTURING SERVICES LIMITED
                          (formerly AIWA Wales Manufacturing Limited)

                                   STATEMENT OF CASH FLOWS


                                                          Years Ended March 31,
                                                         ----------------------
                                                             2002          2001
                                                         ---------- -----------
                                                          US $'000    US $'000
Cash Flows From Operating Activities:
 Net Loss............................................    $ (7,828)    $ (6,990)
 Adjustments to reconcile net income to net cash
   Used in operating activities:
     Depreciation and amortization...................       1,746        3,024
     Allowance for bad debt..........................         143            -
     Gain/loss from disposal of property, plant
       and machinery.................................           8           12

  Changes in operating assets and liabilities:
    Accounts receivable..............................         234      (2,123)
    Inventory........................................       2,053          754
    Other assets.....................................         312          189
    Accounts payable.................................          17        (995)
    Taxes payable....................................       (284)         (19)
    Accrued expenses.................................       (591)      (1,595)
    Deferred income..................................          54            -
                                                         --------    ---------
         Cash used in operating activities...........     (4,134)      (7,743)

Cash Flows From Investing Activities:
    Purchase of property and equipment
      and Leasehold improvements.....................    (12,014)        (512)
                                                        ---------    ---------
        Cash used in investing activities............    (12,014)        (512)

Cash Flows From Financing Activities:
   Proceeds from related parties.....................     16,724        8,216
                                                        --------     --------
        Cash provided by financing activities........     16,724        8,216

Effect of exchange rate changes on cash and cash equivalents (13)        (10)
                                                        ---------    ---------
Increase (Decrease) in cash and cash equivalents.....        563         (49)

Cash and Cash Equivalents, Beginning.................         50           99
                                                        --------    ---------
Cash and Cash Equivalents, Ending....................    $   613      $    50
                                                        ========    =========




            The accompanying notes are an integral part of the statements.




<PAGE>                                  48





                       AXIOM MANUFACTURING SERVICES LIMITED
                    (formerly AIWA Wales Manufacturing Limited)

                          NOTES TO FINANCIAL STATEMENTS

                             MARCH 31, 2002 and 2001


NATURE OF OPERATIONS

    Axiom Manufacturing Services Limited ("the Company") was incorporated
    in South Wales, United Kingdom on September 3, 1980 under the name of
    Aiwa (UK) Ltd. The Company's name was changed to Aiwa Wales Manufacturing
    Limited in June 1997 and was changed again to Axiom Manufacturing Services
    Limited on April 10, 2002, as a result of the acquisition of the Company
    by Great Admirer Limited.

    Prior to its acquisition by Great Admirer Limited, the Company was a
    wholly owned subsidiary of Aiwa Europe Limited, which was 100% owned by
    Aiwa Co. Limited of Japan.  The Company was responsible for manufacturing
    Aiwa brand consumer electronics products, primarily audio and visual
    products, on behalf of Aiwa Japan, for distribution in the Europe.  In
    December 2000, due to a gradually decreasing profit margin, the Company
    began to provide electronic manufacturing services (EMS) to third parties.
    In July 2001, Aiwa brand products were terminated and the Company became
    entirely an EMS provider in the markets of telecommunication equipment,
    computers and related products, video/audio/entertainment products,
    industrial control equipment, testing and instrumentation products and
    medical devices.  The Company offers its customers comprehensive and
    integrated design and manufacturing services, from initial product design
    to volume production, direct order fulfillment and aftermarket support.

    The company's principal offices and manufacturing facilities are located
    in Technology Park, Newbridge, South Wales, United Kingdom.  The Company
    owns the above-mentioned properties, which is approximately 26.80 acres.

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Use of Estimates.   The preparation of financial statements in conformity
     with generally accepted accounting principles requires management to
     make estimates and assumptions that affect the reported amounts of assets
     and liabilities and disclosure of contingent assets and liabilities, at
     the date of the financial statements and the reported amount of revenues
     and expenses during the reporting period.  Actual results could differ
     from those estimates.

     Foreign Currency Translation.   The local currency is the functional
     currency of the Company's operations in UK.  Results of operations and
     cash flows are translated at average exchange rates during the period
     while specific investing and financing activities are translated at rates
     in effect at the time of the cash inflow or outflow.  Assets and
     liabilities are translated at end-of-period exchange rates.  Translation


<PAGE>                                 49



     adjustment is shown as a separate component of stockholders' equity.
     Foreign currency transaction gains or loss are included in the
     determination of net income.

     Reporting Entity.   The Company's financial statements reflect the results
     of operations on a "Stand-alone" basis and do not include any transactions
     of any affiliates.

     Revenue  Recognition.   Sales revenues are generally recognized when the
     products are dispatched to the customers or services are rendered, net of
     provision for discounts, return and allowance.

     Cash Equivalents.   The Company considers highly liquid instruments with
     original maturity of three months or less to be cash equivalents.

     Inventories.   Inventories are stated at the lower of cost or market.  Cost
     has been determined using the first-in, first-out method.

     Property, plant and Equipment.   Property, plant and equipment are recorded
     at cost, net of accumulated depreciation.  Depreciation is computed on a
     straight-line basis over estimated useful lives of various assets classes
     as follows:

     Buildings & building improvements	      20 to 45 years
     Machinery & equipment	                  5 to 10 years
     Fixtures & fittings	                  3 to 8 years

     Leasehold improvements are amortized over the shorter of related lease
     terms or the estimated useful lives.  Upon retirement or sale, the costs
     of the assets disposed and the related accumulated depreciation are
     removed from the accounts and any resulting gain or loss is included in
     the determination of income.  Repairs and maintenance costs are expensed
     as incurred.

     Income Taxes.   Deferred taxes are provided on an asset and liability
     method whereby deferred tax assets are recognized for deductible
     temporary differences and operating loss carryforwards and deferred tax
     liabilities are recognized for taxable temporary differences.  Temporary
     differences are the difference between the reported amounts of assets and
     liabilities and their tax basis.  Deferred tax assets are reduced by a
     valuation allowance when, in the opinion of management, it is more likely
     than not that some portion or all of the deferred tax assets will be
     realized.  Deferred tax assets and liabilities are adjusted for the
     effects of changes in tax laws and rates on the date of enactment.

     Fair Value of Financial Instruments.  The carrying amounts of the Company's
     financial instruments, which include cash, accounts receivable, accounts
     payable, and accrued expenses approximate their fair values at March 31,
     2002 & 2001.

     Advertising Costs.  The Company expenses advertising costs when incurred.



<PAGE>                                     50



     Comprehensive Income.   Net income for 2002 and 2001 is the same as
     comprehensive income defined pursuant to Statement of Financial accounting
     Statement Accounting Standards No. 130, "Reporting Comprehensive Income."

     Recent Accounting Pronouncements.   In June 2001, the FASB issued SFAS
     No. 143 "Accounting for Asset Retirement Obligations".  SFAS No. 143
     establishes accounting requirements for retirement obligations associated
     with tangible long-lived assets, including  (1) the timing of the
     liability recognition, (2) initial measurement of the liability, (3)
     allocation of asset retirement cost to expense, (4) subsequent measurement
     of the liability and (5) financial statement disclosures.  SFAS No. 143
     requires that an asset retirement cost should be capitalized as part of
     the cost of the related long-lived asset and subsequently allocated to
     expense using a systematic and rational method. The adoption of SFAS No.
     143 is not expected to have a material effect on the Company's financial
     position, results of operations, or cash flows.

     In August 2001, the FASB also approved SFAS No. 144, "Accounting for
     the Impairment or Disposal of Long-Lived Assets".  SFAS No. 144
     replaces SFAS No. 121. The new accounting model for long-lived assets
     to be disposed of by sale applies to all long-lived assets, including
     discontinued operations, and replaces the provisions of Accounting
     Principles Board (APB) Opinion No. 30,  "Reporting Results of Operations-
     Reporting the Effects of Disposal of a Segment of a Business", for the
     disposal of segments of a business.  SFAS No. 144 requires that those
     long-lived assets be measured at the lower of carrying amount or fair
     value less cost to sell, whether reported in continuing operations or
     in discontinued operations.  Therefore, discontinued operations will no
     longer be measured at net realizable value or include amounts for
     operating losses that have not yet occurred.  SFAS No. 144 also broadens
     the reporting of discontinued operations to include all components of an
     entity with operations that can be distinguished from the rest of the
     entity and that will be eliminated from the ongoing operations of the
     entity in a disposal transaction.  The provisions of SFAS No. 144 are
     effective for financial statements issued for fiscal years beginning
     after December 15, 2001 and, generally are to be applied prospectively.
     At this time, the Company does not believe that the adoption of SFAS No.
     144 will have a material effect on its financial position, results of
     operations, or cash flows.

     In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
     Associated with Exit or Disposal Activities" ("SFAS No. 146").  SFAS
     No. 146 addresses significant issues regarding the recognition,
     measurement, and reporting of costs associated with exit and disposal
     activities, including restructuring activities.  SFAS No. 146 also
     addresses recognition of certain costs related to terminating a
     contract that is not a capital lease, costs to consolidate facilities
     or relocate employees, and termination benefits provided to employees
     that are involuntarily terminated under the terms of a one-time benefit
     arrangement that is not an ongoing benefit arrangement or an individual
     deferred-compensation contract.  At this time, the Company does not
     believe that the adoption of SFAS No. 146 will have a material effect
     on its financial position, results of operations, or cash flows.

2.   INVENTORIES

     Inventories at March 31, 2002 & 2001 consisted of the following:


<PAGE>                                  51




		                               2002           2001
                                          -------        -------
		                              US$'000        US$'000

     Raw materials		            $1,086	   $1,728
     Work in progress		                 -            155
     Finished goods and goods for sale	    67             50
     Goods in transit		                 -          1,250
                                         -------        -------
     Total		                        $1,153         $3,183

3.   PROPERTY AND EQUIPMENT

     Property, plant and equipment at March 31, 2002 & 2001 consisted of
     the following:

		                               2002           2001
                                         --------       --------
		                              US$'000        US$'000

     Building & building improvements     $13,399         $1,432
     Machinery & equipment                 14,472         16,440
     Fixtures & fittings                    5,059          5,127
                                          -------         ------
                                           32,930         22,999
     Less accumulated depreciation       (19,431)       (19,979)
                                         --------       --------
     Total                                $13,499         $3,020


     Depreciation expense amounted to $1,746,000 and $3,024,000 for the
     years ended March 31, 2002 and 2001, respectively.


4.   OTHER CURRENT ASSETS

     Other current assets at March 31, 2002 & 2001 consisted of the
     following:

                                           2002          2001
                                        ---------      ---------
                                         US$'000        US$'000

     Other receivables                       $31            $35
     Prepaid rent & building insurance         -            324
     Prepaid security tax                     10             10
     Prepaid insurance, medical               17              6
     Other prepaid expense                     9              1
                                          -------        -------
     Total                                   $67           $376



<PAGE>                                 52




5.   RELATED PARTY TRANSACTIONS

     The Company was a member of Aiwa Europe Limited, an affiliate of Aiwa
     Co. Limited of Japan.  As of March 31, 2002 & 2001, the amounts due
     from related parties were $-0- & $497,000, respectively. The decrease
     in due from related party represents the decline in inter-company sales
     and the change in the nature of operations.

     The amounts due to related parties as of March 31, 2002 & 2001 were
     $16,390,000 and $-0-, respectively.  The increase in due to related
     parties resulted from the purchase of the Company's factory premises
     located in Technology Park, Newbridge, S. Wales, UK in June 2001. Aiwa
     Europe Limited advanced the Company $11,776,000 	to assist in the
     acquisition of the real property at Technology Park.

6.   MAJOR CUSTOMERS

     At March 31, 2002, the Company's manufacturing activity was all
     concentrated in the EMS business.  A number of significant EMS contracts
     were obtained in the year, including the following key customers:

                                                        Sales
             Name              Product Type         Amount US$'000
       -----------------    -----------------     -----------------

        Perkin Elmer           Medical equipment          $2,208
        Arcam                  Hi Fi equipment            $1,116
        Tellermate             Cash handling equipment    $1,440

7.   COMMITMENTS

     At March 31, 2001, the Company had an operating lease for the factory
     premises located at Technology Park, Newbridge,  with Welsh Development
     Agency.  Rent expenses under the operating lease were approximately
     $106,000 and $424,000 for the years ended March 31, 2002 and 2001. The
     Company's operating lease was terminated due to the acquisition of the
     factory premises in June 2001.

8.   INCOME TAXES

     Income taxes based on the UK rates converted to US$ for the years
     ended March 31, 2002 and 2001 included the following components:

			                       Years Ended March 31
                                       ------------------------
	                                      2002        2001
                                       -----------  ----------
			                        US$'000     US$'000

	Current tax benefit                $    256       $    -
                                        ---------    ---------
                                         $    256       $    -
                                        =========     ========



<PAGE>                                     53




                                         Years Ended March 31
                                       ------------------------
     Deferred tax asset:                   2002         2001
                                       -----------  ----------
                                          US$'000      US$'000

     Net operating loss carryforwards   $   5,463    $   3,115
     Valuation allowance                $ (5,463)    $ (3,115)
                                       ----------   ----------
     Net deferred tax assets            $   - 0 -    $   - 0 -


9.   Reconciliation to U.S. GAAP

     The Company's financial statements have been prepared in accordance
     with United Kingdom GAAP, and differ in certain significant respects
     from US GAAP.  The effects of the application of U.S. GAAP to net
     income and equity are set out in the tables below:

                                    Notes              2002         2001
                                                      US$'000      US$'000
     ----------------------------------------------------------------------

     Net loss under UK GAAP                           (13,975)      (6,990)

     US GAAP Adjustments:
     Reversal of write-offs due to
       impairment loss	             (a)                 6,264           -
     Depreciation - building         (b)                 (117)	       -
     ----------------------------------------------------------------------
     Net loss reported under US GAAP                   (7,828)      (6,990)
                                                       =======      =======

     (a)  Reversal of write-offs due to impairment loss: Under UK GAAP, the
          valuation of building and building improvements was restated based
          upon fair market value accounting as of the balance sheet date while
          US GAAP requires the adoption of the historical cost.  For the year
          ended March 31, 2002, the write-offs due to impairment loss in the
          amount of $6,264,000 was recorded under UK GAAP.

     (b)  Depreciation - building: The depreciation expense/allowance for
          building and building improvement was recalculated and recorded
          based on the historical cost under US GAAP.


<PAGE>                                  54




     The effects of the application of U.S. GAAP to balance sheet are se out
     in the tables below:

                                                 Notes    2002        2001
                                                         US$'000    US$'000
     -----------------------------------------------------------------------

     Property & Equipment, net under UK GAAP              7,383      3,020

     US GAAP Adjustments:
     Reversal of write-offs due to impairment loss  (c)   6,264          -
     Increase in building depreciation              (d)   (117)
     Foreign currency translation adjustment        (e)    (31)          -
     -----------------------------------------------------------------------
     Property & equipment, net under US GAAP             13,499      3,020
	                                                  =======     ======

     (c)  Reversal of write-offs due to impairment loss: Under UK GAAP, the
          valuation of building and building improvements was restated based
          upon fair market value accounting as of the balance sheet date
          while US GAAP requires the adoption of the historical cost.  For the
          year ended March 31, 2002, the write-offs due to impairment loss
          in the amount of $6,264,000 was recorded under UK GAAP.

     (d)  Increase in building depreciation: The depreciation expense for
          building and building improvement was recalculated and recorded
          based on the historical cost under US GAAP.

     (e)  Foreign currency translation adjustment: The foreign currency
          translation adjustment is resulted from application of different
          exchanges rates as results of operations are translated at average
          exchange rates while assets and liabilities are translated at
          end-of-period exchange rates.

10.   SUBSQUENT EVENT

      In April 2002, Great Admirer Limited, a Hong Kong company, acquired
      the Company from Aiwa Europe Limited.

      Prior to the sale of the Company, Aiwa Europe Limited subscribed for
      an additional 3,114,000 shares of capital stock of the Company as
      consideration for the settlement of the inter-company debt in the amount
      of $4,471,000.  Aiwa Europe Limited also waived the inter-company debt
      of $11,865,000 which was recorded as additional paid-in capital.



<PAGE>                                   55




                                 CERTIFICATION



I, Jacinta Sit, certify that:

  1.    I have reviewed this annual report on Form 10-KSB/A of Oxford
        Technologies Inc.;

  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
        we have:

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

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

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

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

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

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

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


   /s/ Jacinta Sit
-----------------------------------------------------
  Jacinta Sit, President and Chief Financial Officer

Date:  September 9, 2003