UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



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



For the Fiscal Year Ended December 31 2008



or



[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission File Number: 0-49854



OXFORD TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



|DELAWARE                                                     | 04-3615974                        
|------------------------------------------------------------ | ----------------------------------
|State or other jurisdiction of incorporation or organization | I.R.S. Employer Identification No.



80 WALL STREET, SUITE 818, NEW YORK, NEW YORK             10005

(Address of principal executive offices)                    (Zip Code)



(212) 809-1200

(Registrant's telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:  None



Securities registered pursuant to Section 12(g) of the Act:



COMMON STOCK, $.0001 PAR VALUE

(Title of Class)



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



Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes [  ]     No [X]



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes [X]     No [   ]



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    [   ]



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



Large accelerated filer   [    ]   Accelerated filer [   ]      Non-accelerated filer [   ]    Smaller Reporting Company [X]



Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes [   ]     No    [X]



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 the last business day of the registrant's most recently completed second fiscal quarter: There is no trading market for the registrant's securities. Accordingly, no estimate as to the market value can be made.



State the number of shares outstanding of each of the issuer's classes of common equity:  As of April 15, 2009, 18,564,002 shares of common stock were outstanding.







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|OXFORD TECHNOLOGIES INC.
|------------------------
|                        
|Table of Contents       
|                        
|                        
|                        
|PART I.                 
|Item 1.                 
|Item 1A.                
|Item 1B.                
|Item 2.                 
|Item 3.                 
|Item 4.                 
|                        
|PART II.                
|Item 5.                 
|                        
|Item 6.                 
|Item 7.                 
|Item 8.                 
|Item 8A.                
|Item 9.                 
|                        
|Item 9A.                
|Item 9B.                
|                        
|PART III.               
|Item 10.                
|Item 11.                
|Item 12.                
|                        
|Item 13.                
|Item 14.                
|                        
|PART IV.                
|Item 15.                
|                        
|                        











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PART I





ITEM 1.  DESCRIPTION OF BUSINESS



Background



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.  In furtherance of our business plan, on June 10, 2002, we 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. The registration statement became effective on or about August 10, 2002.



On January 24, 2003, Waywood Investment Ltd. (Waywood) entered into a Stock Purchase Agreement with Great Admirer Limited, a Hong Kong corporation, ("Great Admirer"), pursuant to which Great Admirer acquired 85%, or 4,250,000 shares, of our then issued and outstanding common stock from Waywood.



On February 12, 2003, we entered into a share exchange agreement with Great Admirer, pursuant to which we issued 13,564,002 shares of our common stock to Great Admirer in exchange for all issued and outstanding capital 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 our wholly-owned subsidiary, and the shareholders of Axiom became our controlling shareholders.  This transaction was accounted for as a reverse acquisition.



Axiom was incorporated in South Wales, United Kingdom on September 3, 1980, under the name of Aiwa (UK) Ltd., as a wholly-owned subsidiary of Aiwa Co., Ltd. of Japan, to engage in the business of consumer electronics manufacturing.  The name of Aiwa (UK) Ltd. was changed in June 1997 to Aiwa Wales Manufacturing Limited ("AWM"), which was changed again to Axiom Manufacturing Services Limited on April 10, 2002, as a result of the Acquisition of AWM by Great Admirer. Whatever organizational and acquisition costs incurred by Aiwa/Axiom were recorded on the books of Axiom.



Axiom was acquired by Great Admirer on April 10, 2002. Great Admirer was a non-operating shell company and incurred minimal costs to acquire Axiom, and therefore there was no need for adjustment for any costs incurred by Great Admirer to be "pushed down" in the accounts of Axiom.  Additionally, prior to the sale of Aiwa (UK) Ltd., now Axiom, Sony/Aiwa forgave US $11,864,000 of inter-company debt which Axiom recorded as paid-in capital under US GAAP and Sony/Aiwa did not incur any other costs that were required to be "pushed down" to Axiom for the completion of this transaction.



Prior to the acquisition by Great Admirer in April 2002, Axiom had been a wholly-owned subsidiary of Aiwa Europe Ltd., which was itself a wholly-owned subsidiary of Aiwa Co., Ltd, which was effectively acquired by Sony Corporation on October 1, 2002. 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 Co. of Japan, for distribution in the UK, France, Germany, Netherlands and Poland.



Axiom, as a subsidiary of Aiwa Europe Ltd., was a redundant manufacturing facility in Europe and Sony/Aiwa Company arranged for its sale to Great Admirer. Sony/Aiwa, rather than abandoning the facility, considered the need of the local economy and thus arranged for the transfer of ownership.



This transaction was accounted for as a reverse acquisition, whereby, under accounting principles generally accepted in the United States of America, after completion of the merger, Oxford filed prior historical financial information of Axiom, on a stand-alone basis, for the year prior to the acquisition (12/31/2002). The continuing operations of the Registrant reflect the consolidated operations of Oxford and its wholly-owned subsidiary, Axiom, commencing on January 1, 2003. The acquisition of Axiom by Great Admirer was treated as a reverse merger in accordance with purchase accounting under APB 16.



Axiom (formerly Aiwa Wales Manufacturing Limited) was responsible for manufacturing Aiwa brand consumer electronics products, primarily audio and visual products on behalf of Aiwa Japan, for distribution in Europe. In December 2000, due to a gradually decreasing profit margin, Axiom began to provide electronic manufacturing services (EMS) to third parties. In July 2001, Aiwa brand products were terminated and Axiom became entirely an EMS provider in the markets of telecommunication equipment, computer and related products, video, audio, and entertainment products, industrial control equipment, testing and instrumentation products and medical devices.  Axiom offers its customers comprehensive and integrated design and manufacturing services, from initial product design to volume production, direct order fulfillment and aftermarket support.



Axiom's principal offices and manufacturing facilities are located in Technology Park, Newbridge, South Wales, United Kingdom. Axiom owns the above-mentioned facilities, which occupies approximately 26.80 acres.  Axiom has a website, whose address is www.axiom-ms.com.



Description of the Business



The Company, through its subsidiary Axiom, provides electronics manufacturing services in the business to business or business to industry sectors and to original equipment manufacturers in the following market sectors:





o   Medical devices







---



o   Industrial control equipment



o   Domestic appliances



o   Computer and related products



o   Testing and instrumentation products



As a result of efficiently managing costs and assets, Axiom is able to offer its customers an outsourcing solution that represents a lower total cost of acquisition than that typically provided by the OEM's own manufacturing operation. OEM's contract with Axiom is for Axiom to build their products or to obtain services related to product development and prototyping, volume manufacturing or aftermarket support.  In many cases Axiom builds products that carry the brand name of its customers and substantially all of Axiom's manufacturing services are provided on a turnkey basis where Axiom purchases customer specific components from suppliers, assembles the components onto printed circuit boards, performs post production testing and provides the customer with production process and test documentation. Axiom also provides manufacturing services on a consignment basis where material is free issued by the customer for Axiom to build into finished printed circuit boards or products. Axiom offers its customers flexible just in time delivery programs which allow product shipments to be closely coordinated with the customers' inventory requirements.  Additionally Axiom completes the assembly of final product for its customers by integrating the manufactured printed circuit boards into the customers finished products.



Axiom operates in several sectors within the electronics and technology markets with most of its customers being located within the United Kingdom.



The Company's Services



The Company believes that demand from OEM's for an integrated outsourcing solution is increasing and that more and more OEM's are looking for a collaborative relationship. By providing a total solution that includes a full range of services allowing it to take customer products from initial design through production to testing, distribution and after market support, we believe that the company is well placed to provide the partnership solution OEM's require. The service offered includes:



Engineering and Design  The Company offers engineering, design, prototyping and related services that help its customers design their products for optimal manufacturing and testing. The Company's electrical, mechanical and packaging engineers provide customers with circuit design, printed circuit board layout, mechanical and test fixture design services. The Company also provides design for procurement, design for manufacture and design for test services. The Company's design for procurement service identifies areas where the overall cost of the customers' products can be reduced through lower material costs and effective inventory management. The Company's design for manufacture service seeks to achieve defect-free and cost-effective product designs, reduce the product development cycle, create high initial production yields and establish superior product quality. The design for test 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 planning, purchasing, expediting and warehousing of components and materials. The company's inventory management and volume procurement capability contributes to cost reductions and reduces overall cycle times.



Product Assembly and System Integration  The Company offers assembly and manufacturing services which include assembly of electronic subsystems of final product as well as final assemblies incorporating printed circuit board assemblies, complex electromechanical subassemblies, enclosures, power supplies and other components. In addition, the Company's ability to build and configure product to order enables it to postpone final configuration of the customers' product until the end-user specifications are received, thus reducing finished inventory levels for both the Company and its customers. The Company builds a wide range of final products and believes it is well placed to take advantage of the anticipated acceleration in outsourcing of final product assembly and integration.



Testing  The Company offers computer-aided testing of assembled printed circuit boards, subassemblies and finished product, which contributes significantly to its ability to deliver high-quality products on a consistent basis. Its test capabilities include manufacturing defect analysis, in circuit tests to check the integrity of the circuits within the board, and functional tests using its own custom designed test equipment and software or equipment and software supplied by its customers. The Company can also provide environmental stress tests of circuit boards and finished products and works with its customers to develop test strategies.



Logistics and Distribution The Company configures and ships customers' products, provides final product packaging and distribution services for completed products as well as direct order fulfillment. It is increasingly delivering final product directly to its customers' distribution channels and to its customers' end-users. The Company believes that these services complement its comprehensive manufacturing solution, and enables its customers to be more responsive to changing market demands and enables them to get their product to market more efficiently and at a lower total cost.



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



Business Strategy



The goal of the Company is to be the electronics manufacturing services outsourcing provider for leading original equipment manufacturers in high growth segments of the electronics industry. To meet this goal, the Company intends to implement the following strategies:









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Maintain and develop close, long-term relationships with Customers.  The Company'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, the Company works closely with its customers throughout the design, manufacturing and distribution process, where the Company offers a flexible and responsive service.  The Company develops strong customer relationships through dedicated account management teams who respond to frequently changing customer design specifications and production requirements.



Focus on high-end products in high growth sectors.  The Company as a relative newcomer to the OEM market place has positioned itself as a supplier of low volume, high added value services in niche markets. Its customers typically fall in the consumer, industrial, military, office equipment and medical sectors with the products manufactured ranging from easy to assemble low cost high volume products for the consumer market to complicated, state of the art, mission critical electronic hardware. The Company's ability to offer both of these services enables it to maintain and expand its customer base.



Deliver complete high and low volume manufacturing solutions globally. The Company believes original equipment manufacturers increasingly require a wide range of specialized engineering and manufacturing services in order that they can reduce their costs and accelerate their time to market and time to volume production. Building on its integrated engineering and manufacturing capabilities, the Company offers services from initial product design and test to final product assembly and distribution to the original equipment manufacturers' customers. This full service capability allows the Company to offer its customers the flexibility to move quickly from design and new product introduction to commercial production and distribution.



Enhance the Company's integrated design, manufacturing and related services. The Company intends to continue to enhance its service offerings to meet the needs of its customers and to control and manage more effectively the supply chain. The Company has expanded its engineering and design capabilities and invested in its new product introduction services and believes that its ability to support customers in these areas provides it with an insight into its customers' future manufacturing requirements.



Generating increased levels of business from the Company's existing Customers and expansion of its Customer base. The Company believes that organically growing the level of business from its existing customers and expanding its customer base are critical to its future success. The Company continually evaluates the requirements of its existing customers, and looks for opportunities to provide them with additional services thereby strengthening the relationship and increasing the customers' dependence on the Company thus creating long term business relationships.



The Company pursues new customers by focusing marketing effort on selected sectors and customers, and increasing its brand awareness to win new business.



Marketing and Customers



The Company's customer base is primarily in the United Kingdom.  The Company markets its services through selective media advertising, telemarketing, leveraging its contacts in the supply chain and direct contact by sales staff. The following table shows the percentages of the Company's sales by industry sector for the last two years.



|Year ended December 31, |  | 2008  |  | 2007 
|----------------------- |  | ----- |  | -----
|                        |  | %     |  | %    
|Computers & peripherals |  | -     |  | 3.0  
|Consumer                |  | 2.0   |  | 16.3 
|Aerospace               |  | 18.0  |  | 5.0  
|Medical                 |  | 40.0  |  | 39.6 
|Industrial              |  | 40.0  |  | 36.1 
|                        |  |       |  |      
|Total                   |  | 100.0 |  | 100.0



The Company uses a number of database products to identify market sectors and customers and then uses an external telemarketing company to identify the decision makers for a direct approach from the Company's sales force.



Suppliers



The Company maintains a network of suppliers of components and other material used in assembling products, and procures components when a purchase order or forecast is received from a customer. The majority of components are industry standard and available from a number of alternative suppliers but a number of custom-made components are used and in this case a supplier may be the single source of supply.  For the year ended December 31, 2008, and 2007, there was one supplier who accounted for more than 10% of the Company's purchases.



The Company procures components only when a purchase order has been received from the customer. Although the Company may experience component shortages and long lead times on some components from time to time, the Company has generally been able to reduce the impact of these shortages by working with customers to reschedule deliveries and by purchasing components from alternative sources of supply albeit at slightly higher prices.



Research and Development







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For the year ended December 31, 2008, there were no product research and development expenses. The Company has no current plan to conduct any product research and development activities in the next twelve months.



Order Backlog



We do not believe that a backlog as of any particular date is indicative of future results. Because customers may cancel or reschedule deliveries during the agreement term to reflect changes in the customers needs. In light of industry practice and our experience, we do not believe that such agreements are meaningful for determining backlog amounts.



Patents and Trademarks



We do not own any patents or trademarks.



Competition



The electronic manufacturing services industry is highly competitive. A number of the Company's competitors are substantially larger, have greater financial, operating, manufacturing and marketing resources and have a broader geographic breadth and range of services. As more OEMs dispose of their manufacturing assets and increase their use of outsourcing, the Company faces increasing pressure to grow its business in order to maintain its competitive position.



Environmental Matters



The Company's operations are subject to certain national and local regulatory requirements relating to the environment, health and safety and waste management, and 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 our plants. The Company is 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.



The Company periodically generates and temporarily handles limited amounts of material that are considered hazardous waste under applicable law. The Company 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 the Company, and the Company is not aware of any facts or circumstances that would cause it to incur significant costs or liabilities related to environmental or health and safety regulation compliance in the future. Nevertheless, additional or modified requirements may be imposed in the future which may result in the Company incurring additional expenditure.



Employees



The Company currently has 202 permanent employees. Fluctuations in workload may result in the Company hiring temporary workers. Five percent of the Company's employees are represented by the General Municipal Boilermakers Union. The Company considers its employee relations to be good. The Company does not expect significant changes in the number of employees in the next twelve months.







ITEM 1A.  RISK FACTORS







RISK FACTORS



The shares of common stock offered by this 10-K involve a high degree of risk.  You should carefully consider the following risk factors, in addition to the other information set forth in this prospectus, before you purchase these shares. The risks and uncertainties described below are those that we have identified as material.  If any of the events contemplated by the following discussion of risks should occur, our business, financial condition and results of operations may suffer.  As a result, the trading price of our common stock could decline and you could lose part or all of your investment in our common stock.



Risks Related to Our Business



WE HAVE EXPERIENCED LOSSES IN THE PAST, AND WE MAY NEVER ACHIEVE OR SUSTAIN PROFITABILITY.



Although we generated net income of $608,000 for December 31, 2008 and net income of $1,159,000 for the year ended December 31, 2007, our accumulated deficit as of December 31, 2008 was $15.5 million. We may incur additional losses in the future, and we may not sustain profitability, which may cause you to lose all or part of your investment in our common stock.



WE NEED ADDITIONAL CAPITAL TO IMPLEMENT OUR CURRENT BUSINESS STRATEGY, WHICH MAY NOT BE AVAILABLE TO US, AND IF WE RAISE ADDITIONAL CAPITAL, IT MAY DILUTE YOUR OWNERSHIP IN US.









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We currently depend on invoice discounting, bank loans and finance lease agreements to meet our short-term cash requirements. In order to grow revenues and sustain profitability, we will need additional capital. As of the date of this prospectus, we do not have any arrangements for financing.  Obtaining additional financing will be subject to a number of factors, including market conditions, our operating performance and investor sentiment. These factors may make the timing, amount, terms and conditions of additional financing unattractive to us. We cannot assure you that we will be able to obtain any additional financing. If we are unable to obtain the financing needed to implement our business strategy, our ability to increase revenues will be impaired and we may not be able to sustain profitability.



WE HAVE NO LONG-TERM MANUFACTURING CONTRACTS FROM OUR CUSTOMERS, AND REDUCTIONS, CANCELLATIONS OR DELAYS IN CUSTOMER ORDERS WOULD ADVERSELY AFFECT OUR OPERATING RESULTS.



As is typical in the electronics manufacturing service industry, we do not usually obtain long-term manufacturing orders or commitments from our customers. In addition, customers may cancel their orders, change production quantities or delay production for a number of reasons beyond our control. A significant number of cancellations, reductions or delays in orders by our customers would reduce our revenues and because many of our costs are fixed, this reduction in sales will have a disproportionate adverse effect on our operating results.



WE ARE DEPENDENT UPON A FEW LARGE CUSTOMERS, AND THE LOSS OF ANY OF THOSE CUSTOMERS, OR THEIR INABILITY TO PAY, COULD MATERIALLY REDUCE OUR REVENUES, LIQUIDITY AND CASH FLOWS.



A substantial portion of our revenues has been derived from our five largest customers, three of them accounted for 10% or more of our total sales. For the years ended December 31 2008 and 2007 sales to those five largest customers accounted for approximately 90%, 81% and 80% of our total sales, respectively. The loss of any of those customers, or their inability to pay, could materially reduce our revenues, liquidity and cash flows.



OUR QUARTERLY OPERATING RESULTS, REVENUES AND EXPENSES MAY FLUCTUATE SIGNIFICANTLY WHICH COULD HAVE AN ADVERSE EFFECT ON THE MARKET PRICE OF OUR COMMON STOCK.



Our operating results, revenues and expenses may fluctuate significantly from quarter to quarter due to a variety of factors including:



o     the timing, size and execution of orders and shipments,



o     lengthy and unpredictable sales cycles,



o    changes in our operating expenses,



o    changes in exchange rates, and



o    fluctuations in general economic conditions.



We believe that period-to-period comparisons of our results of operations are not a good indication of future performance. It is possible that our operating results will be below your expectations.  In that event, the trading price of our common stock will fall.



WE POTENTIALLY BEAR 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. After receiving manufacturing orders, we purchase electronics components to manufacture our customers' products. Although we work with both customers and suppliers to minimize the impact of such shortages, we potentially bear the risk of price increases for these components if we are unable to purchase components at the price level anticipated to support the margins assumed in our agreements with our customers.



WE OPERATE IN A COMPETITIVE BUSINESS ENVIRONMENT AND IF WE CANNOT COMPETE EFFECTIVELY, WE MAY NEVER BECOME PROFITABLE.



The market for our products and services is intensely competitive and subject to technological change. Competitors vary in size and in the scope and breadth of the products and services they offer. We compete in the United Kingdom with many large and small companies, to provide electronics manufacturing services to original equipment manufacturers. Some of our competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, engineering, technical, marketing and other resources than we do. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer demands or to devote greater resources to the development, promotion and sale of their products or services than we can. If we cannot compete effectively, we may never become profitable.



IF WE FAIL TO KEEP PACE WITH RAPID TECHNOLOGICAL CHANGES IN OUR INDUSTRY, WE COULD LOSE EXISTING CUSTOMERS AND BE UNABLE TO ATTRACT NEW BUSINESS.



The electronics manufacturing service market in which we operate is characterized by rapidly changing technologies, frequent new product and service introductions and evolving industry standards. We expect our competitors to provide new and additional service offerings, which will compete with, and reduce the demand for, our services. Our future success will depend, in part, on our ability to enhance the service offering introduce new technologies and processes to keep pace with technological developments and emerging industry standards, and to address the







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increasingly sophisticated needs of our customers. If we fail to keep pace with rapid technological changes in our industry, we could lose existing customers and be unable to attract new business.



OUR SUCCESS DEPENDS ON THE CONTINUING TREND OF ORIGINAL EQUIPMENT MANUFACTURERS TO OUTSOURCE.  UNCERTAINTIES AND ADVERSE TRENDS AFFECTING THE ELECTRONICS INDUSTRY OR ANY OF OUR MAJOR CUSTOMERS MAY ADVERSELY AFFECT OUR OPERATING RESULTS.



Our revenue growth is dependent upon the continuing trend of original equipment manufacturers to outsource. To the extent that there are no new outsourcing opportunities, our future growth would be unfavorably impacted.  In addition, our business depends on the electronics industry, which is subject to rapid technological changes, short product life cycles and pricing and margin pressure. When these factors adversely affect our customers, we may suffer similar effects.



FLUCTUATIONS IN THE EXCHANGE RATE BETWEEN THE BRITISH POUND STERLING AND THE UNITED STATES DOLLAR MAY ADVERSELY AFFECT OUR OPERATING RESULTS.



The functional currency of our operations in the United Kingdom is British Pound Sterling. Results of our operations are translated at average exchange rates into United States dollars for financial reporting purposes. As a result, fluctuations in exchange rates may adversely affect our expenses and results of operations as well as the value of our assets and liabilities. We have not entered into any foreign currency derivative financial instruments; however, we may choose to do so in the future in an effort to manage or hedge our foreign currency risk.



OUR ASSETS AND OFFICERS/DIRECTORS ARE LOCATED OUTSIDE OF THE U.S.; IT IS DIFFICULT TO AFFECT SERVICE OF PROCESS AND ENFORCEMENT OF LEGAL JUDGMENTS UPON US AND OUR OFFICERS AND DIRECTORS.



Our assets, our officers and directors are located outside of the United States. As a result, it may be difficult to effect service of process within the United States and enforce judgment of the US courts obtained against us and our executive officers and directors. Particularly, our stockholders may not able to:



o   effect service of process within the United States on us or any of our executive officers and directors;



o   enforce judgments obtained in U.S. courts against us based upon the civil liability provisions of the U.S. federal securities laws;



o   enforce, in a court outside of the United States, judgments of U.S. courts based on the civil liability provisions of the U.S. federal securities laws; and



o   bring an original action in a court outside of the United States to enforce liabilities against us or any of our executive officers and directors based upon the U.S. federal securities laws.



Risks Related to Investment in Our Securities



OUR PRINCIPAL STOCKHOLDER CONTROLS A SUBSTANTIAL PORTION OF OUR COMMON STOCK; INVESTORS WILL HAVE LITTLE CONTROL OVER OUR MANAGEMENT OR OTHER MATTERS REQUIRING STOCKHOLDER APPROVAL.



Great Admirer Ltd., our principal stockholder, currently owns approximately 94.4% of our outstanding common stock, giving it the ability to control all matters submitted to our stockholders for approval and to control our management and affairs, including the election of our directors; the acquisition or disposition of our assets, the future issuance of our shares and approval of other significant corporate transactions. It may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.



THERE IS NO AND THERE MAY NEVER BE A PUBLIC MARKET FOR OUR COMMON STOCK SHARES, WHICH MAY MAKE IT DIFFICULT FOR STOCKHOLDERS TO SELL THEIR SHARES.



There is currently no market for our common stock and we can provide no assurance that a market will develop. We intend to apply for quotation of our common stock on the OTC Bulletin Board. However, there is no assurance that our shares will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize. If no market is ever developed for our shares, it will be difficult for stockholders to sell their stock.



OUR COMMON STOCK IS DEEMED TO BE A PENNY STOCK.  AS A RESULT, TRADING OF OUR SHARES MAY BE SUBJECT TO SPECIAL REQUIREMENTS THAT COULD IMPEDE OUR STOCKHOLDERS' ABILITY TO RESELL THEIR SHARES.



The shares offered by this prospectus constitute penny stock under the Securities Exchange Act of 1934 ("Exchange Act"). The shares will remain penny stock for the foreseeable future. As defined in Rule 3a51-1 of the Exchange Act, penny stocks generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.



Section 15(g) of the Exchange Act and Rule 15g-2 of the Exchange Act require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account.  Moreover, Rule 15g-9 of the Exchange Act requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor.  This procedure requires the broker-dealer to:







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o   obtain from the investor information concerning his or her financial situation, investment experience and investment objectives;



o   reasonably determine, based on that information, that transaction in penny stocks are suitable for the investor and that the investor has significant knowledge and experience to be reasonably capable of evaluating the risks of penny stock transactions;



o provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and



o   receive a signed and dated copy of such statement from such investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objects.



Compliance with these requirements may make it more difficult for investors in our common stock to resell the shares to third parties or to otherwise dispose of them.







ITEM 1B. UNRESOLVED STAFF COMMENTS





None.







ITEM 2.  DESCRIPTION OF PROPERTIES





The Company's principal operating offices, engineering and manufacturing facilities are situated on approximately 18.77 acres of land located in Technology Park, Newbridge in South Wales, the United Kingdom. The Companys subsidiary owns the above-mentioned property. The gross internal area is approximately 307,000 square feet. The Company believes that its property is suitable and adequate for its present and proposed needs. The Welsh Assembly holds a legal charge over land and buildings.



The Company's subsidiary has subleased certain of its spaces on annual basis for $940,000 per year. The original lease term was from July 1, 2002 through June 30, 2004. The lessee has opted to extend the lease to June 30, 2009.



The Company leases approximately 1,000 square feet of office space at 80 Wall Street, Suite 818, New York, NY 10005 at a monthly rental of $2,604.  The lease expires in October 2008.







ITEM 3. LEGAL PROCEEDINGS





The Company is not a party to any material pending legal proceedings other than ordinary routine litigation incidental to its business, the outcome of which the Company believes will not have a material adverse affect on its business, financial condition, cash flows or results of operations.







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





There were no matters submitted during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K.



























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PART II





ITEM 5.    MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





Market Information



There is no public trading market for our common stock.



Holders



As of December 31, 2008, there were 357 holders of record for our common shares. We have only one class of stock outstanding.



Stock Options, Warrants and Convertible Securities



We have not granted any stock options or warrants to purchase shares of our common stock, and we have not issued and do not have any securities outstanding that may be converted into our common shares or have any rights convertible or exchangeable into shares of our common stock.



Dividends



We have not paid any dividends since our incorporation and we do not have current plan to pay dividends in the foreseeable future.



There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Delaware Revised Statutes, however, do prohibit us from declaring dividends, after giving effect to the distribution of the dividend: (i) we would not be able to pay our debts as they become due in the usual course of business; or (ii) our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.



Securities Authorized for Issuance under Equity Compensation Plans



We do not have any compensation plan under which equity securities are authorized for issuance.



Transfer Agent



Our transfer agent is Integrity Stock Transfer, 2920 N Green Valley Parkway, Building 5, Suite 527, Henderson, NV 89014.





ITEM 6.  SELECTED FINANCIAL DATA





Not required for smaller reporting companies.







ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





This Annual Report on Form 10-K contains forward-looking statements, as such term is defined in the Private Securities Litigation Reform Act of 1995, and information relating to the Company that is based on beliefs of the management of the Company, as well as assumptions made by and information currently available to management of the Company.  When used in this Report, the words "estimate," "project," "believe," "could," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events based on currently available information and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.















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Overview



The Company was incorporated in the State of Delaware on March 8, 2002, as a blank check company. On February 12, 2003, the Company acquired 100% of the outstanding securities of Axiom Manufacturing Services Ltd. ("Axiom") with the exchange and issuance of 13,564,002 shares of the Company's common stock (the "Merger"). Although the Company is the legal survivor in the Merger and remains the registrant with the SEC, under generally accepted accounting principles in the United States, the Merger was accounted for as a reverse acquisition, whereby Axiom is considered the "Acquirer" for financial reporting purposes as its stockholders controlled more than 50% of the post transaction combined company. Among other matters, this requires us to present all financial statements, prior historical financial and other information concerning Axiom, and requires a retroactive restatement of Axiom's historical stockholders investment for the equivalent number of shares of common stock received in the Merger. Accordingly, the Company's consolidated financial statements present the results of operations of Axiom for the year ended December 31, 2002, and reflect the acquisition of the Company on February 12, 2003, under the purchase method of accounting.  Subsequent to February 12, 2003, the Company's operations reflect the combined operations of the former Oxford and Axiom.



The Company conducts its business through its subsidiary, Axiom Manufacturing Services Limited. Prior to its acquisition by Great Admirer Ltd. in April 2002, Axiom was a wholly owned subsidiary of Aiwa Europe Limited, which was itself a wholly owned subsidiary of the Aiwa Company of Japan. The Aiwa Company of Japan was effectively acquired by Sony Corporation on October 1, 2002. As the sole original equipment manufacturer of Aiwa's own brand products in Europe, Axiom was responsible for producing consumer electronics products, primarily audio and visual products for distribution in the UK, France, Germany, Poland and the Netherlands. In December 2000, due to gradually declining profit margins, Axiom started to provide electronic manufacturing services (EMS) for third parties and in July 2001 production of all Aiwa branded products was terminated, with Axiom becoming solely an EMS provider. On March 31, 2002, Axiom completed its first full year of operations as a contract electronics manufacturing services provider.



On July 29, 2008 the company acquired 100% of the share capital (1,000 shares) of Axiom M S Limited (AMS).



The Company provides electronics manufacturing services in the business to business or business to industry sectors and to original equipment manufacturers in the following market sectors:



o     Medical devices

o     Industrial control equipment

o     Domestic appliances

o     Ministry of Defence products

o     Computer and related products

o     Testing and instrumentation products



As a result of efficiently managing costs and assets, Axiom is able to offer its customers an outsourcing solution that represents a lower total cost of acquisition that that typically provided by the OEM's own manufacturing operation. OEM contracts with Axiom to build their products or to obtain services related to product development and prototyping, volume manufacturing or aftermarket support. In many cases, Axiom builds products that carry the brand name of its customers. Substantially all of Axiom's manufacturing services are provided on a turnkey basis where Axiom purchases customer specific components from suppliers, assembles the components onto printed circuit boards, performs post production testing and provides the customer with production process and test documentation. Axiom also provides manufacturing services on a consignment basis where material is free issued by the customer for Axiom to build into finished printed circuit boards or product. Axiom offers its customers flexible just in time delivery programs which allow product shipments to be closely coordinated with the customers' inventory requirements. Additionally Axiom completes the assembly of final product for its customers by integrating the manufactured printed circuit boards into the customers finished products.



Results of Operations



The following table presents, for the periods indicated, the percentage relationship that certain items of the Company's statements of income bear to revenue and the percentage increase or (decrease) in the dollar amount of such items:



|Year Ended December 31,           |  |   | 2008     |       |  | 2007    
|--------------------------------- |  | - | -------- | ----- |  | --------
|                                  |  |   | US $'000 |       |  | US $'000
|                                  |  |   | Amount   | %     |  |         
|Net Sales                         |  | $ | 32,685   | 100.0 |  | $       
|Cost of sales                     |  |   | 29,050   | 88.9  |  |         
|Gross profit                      |  |   | 3,635    | 11.1  |  |         
|Operating expenses                |  |   | 5,110    | 15.6  |  |         
|Operating income (loss)           |  |   | (1,475)  | (4.5) |  |         
|Other income and expenses         |  |   | 2,066    | 6.3   |  |         
|Income (loss) before income taxes |  |   | 591      | 1.8   |  |         
|Income tax (expense) benefit      |  |   | 17       | 0.1   |  |         
|Net income (loss)                 |  | $ | 608      | 1.9   |  | $       







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The final results show that there was a slight drop in income between 2008 and 2007, but the gross profit margin is consistent with last year.



Comparison of Fiscal Years Ended December 31, 2008 and 2007



Revenues



Revenues for the year ended December 31, 2008 were $32.7 million representing a decrease of $2.37 million, or 6.8%, as compared to $35.1 million for the year ended December 31, 2007. In 2007 Ideal boilers moved their products to off shore manufacturing adding to additional loss in sales. The number of customers remained constant at 22 as of December 31, 2008.



Cost of Sales



Cost of sales consists of the material cost of goods sold, direct overhead, direct wages, and direct depreciation expense. For the year ended December 31, 2008 the Company's cost of sales was $29.1 million as compared to $30.8 million for the year ended December 31 2007 which was a decrease of $1.7 million, or 5%. The Company attributes this decrease mainly to a decrease in sales. The cost of sales as a percentage of sales has remained constant at 89% between the years ended December 31, 2008 and 2007.



Operating Expenses



Operating expenses consist of selling, general and administrative expenses, plus restructuring costs. These were $5.11 million in 2008 as compared to $4.52 million in 2007, an increase of $.59 million, or 13.1%.



The increased level of expenditures in 2008 is due to higher spending on recruitment, indirect wages and salaries, rental of a new SMT line, certification fees, sundry freight and car expenses.



Rental Income and Economic Development Grant



For the year ended December 31, 2008, the Company's rental income decreased by $95,000 to $1,110,000 compared with $1,205,000 for the same period of the previous year. The decrease in rental income was as a result of a reduction in the agreed letting fee with one of the existing tenants.



For the year ended December 31, 2008, the government economic development grant was amortized in the amount of $1,185,000 as compared to $562,000 for the year ended December 31, 2007. The grant was made by the Welsh Assembly Government to Axiom under Section 7 of the Industrial Development Act 1982: Regional Selective Assistance Grants to assist with a project to purchase the land, buildings and plant and machinery for contract electronics manufacture at Technology Park, Newbridge, Newport, United Kingdom. The grant is payable in two installments:



i)

When Axiom has defrayed $13.2million on fixed assets for the project and secured 180 jobs, $5.09million payable.



ii)

At least 1 year after the first installment when Axiom has defrayed $14.0million in total and 180 jobs safeguarded and a further 70 new full time jobs created, $966,000 payable. This has now been revised downwards to 180 jobs safeguarded and a further 35 new full time jobs created, $322,000 payable.



The $4.7million was paid over in July 2002 as cash into Axiom's bank account following the securing of 180 jobs and defraying the planned capital expenditure. Followed by a further $392,000 in September 2006. Failure to maintain at least 180 full time jobs will lead to part or all of the grant being repaid. The Welsh Assembly government may require the grant to be repaid under the following circumstances for a period starting with final payment of the grant and ending either 18 months later, or 5 years after the first payment of grant whichever is longer under the following circumstances:



1.    If progress to the job target is not satisfactory (initial 180 jobs and then a further 35 jobs);



2.   If the number of jobs created/safeguarded is not maintained;



3.   The Company becomes insolvent or makes a voluntary agreement with its creditors or goes into liquidation or takes or suffers any steps preparatory to winding up the Company or the appointment of an Administrator, Liquidator or Receiver or commits or suffers any act equivalent to the foregoing;



4.   There is a change of ownership or control of the Company;



5.   For a period of more than 6 months, the company ceases to own or stops using for the purposes of the project part or all of the premises or specified assets;



6.  If any information given in the grant application process changes substantially or is shown to be incorrect or misleading or any claim for a grant is based on misleading information;



7.  The Company fails to comply with the terms of the grant letter or Schedules;







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8.

The preconditions in the offer letter are not maintained or the guarantee becomes ineffective (preconditions are that Sen. Hong Resources acquires the business and assets of Aiwa Wales Manufacturing Limited, the National Assembly for Wales has a first charge over the land and buildings at Technology Park, Newbridge, and the valuation report dated September 11, 2001 is also addressed to the National Assembly for Wales and shows no material adverse changes).



Interest Income



There is interest income for year ending December 31, 2008 of $80,000 compared to interest income for year ending December 31, 2007, of $81,000.



Interest Expense



Interest expense for the year ended December 31 2008, was $309,000 which shows an increase of $47,000 or 18% compared to $262,000 for the year ended December 31, 2007.



Net Income



As a result of the factors discussed above, the Company reported net income of $.61million for the year ended December 31 2008, as compared to a net income of $1.2 million for the previous year. This resulted in basic and diluted net income per share of $0.03 on weighted average common shares outstanding of 18,564,002 for the year ended December 31, 2008, as compared to net income per share of $0.06 on weighted average common shares outstanding of 18,564,002 for the year ended December 31, 2007.



LIQUIDITY AND CAPITAL RESOURCES



Since 2002, we have been financed primarily through cash flow generated through operations, the Welsh Assembly Government grant, and to a lesser extent, limited short term financing. Our primary uses of cash are for working capital, capital expenditures and general corporate purposes.



In July 2002, we received a grant in aid of $4,700,000 from Welsh Assembly Government in the UK. This was followed by a further $392,000 in September 2006. The funding was made available to safeguard jobs following the decision by Aiwa Europe Ltd. to end production at Newbridge. The Welsh Assembly Government has been given security in the form of a first lien on the land and buildings at Technology Park, Newbridge and has the right to require repayment of part or all of the grant under certain circumstances. We have treated the grant in aid as deferred income and recognized a monthly amortization, based upon a formula, to reduce expenses.



Our cash and cash equivalents totaled $1.45million and $.21 at December 31, 2008, and 2007, respectively.



Operating activities.   During the twelve months ended December 31, 2008, operating activities provided $1.7million compared to using $3.0million in 2007. The cash mainly came from an increase in collections of receivables during 2008.



Investing activities.  Cash used by investing activities totaled $2.3 million for the twelve months ended December 31, 2008 compared to $.655 million in 2007. Our investing activities primarily consist of capital expenditures related to purchases of property and equipment.



Financing activities.  During the twelve months ended December 31, 2008, cash provided by financing activities was $2.2million consisting of checks in excess of bank accounts of $.84million. Capital in the amount $.101 million was also contributed during the year ended December 31, 2008. Financing activities in 2007 provided $3.7million of cash.



Some of our short-term liquidity needs were met by invoice discounting, finance lease arrangements, inter-company and bank loans. Our banking facilities comprise an invoice discounting facility with a maximum advance limit of $3,800,940 subject to the level of qualifying sales invoiced and a bank overdraft limit of $146,190. Interest rates are calculated with reference to bank base rates. At December 31, 2008 interest on invoice discounting facility was charged at 2% above Base and interest on the bank overdraft at 2% above Base. Our accounts receivable is collateral for this arrangement.



The following summarizes our debt and other contractual obligations at December 31, 2008:

Description                  Amount                             Term

Invoice discounting          $  2,430,000         Ongoing until facility terminated

Long term loan                 $  1,273,000         Payable in full on December 31, 2009

Inter-company Loan         $     620,000

Finance lease agreements $  1,057,000         Mix of 3 & 10 yr term commencing

August 2005 to Dec 2008

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

Total                            $ 5,380,000



As of the date of this prospectus, we are in compliance with all covenants under our existing credit facilities.



For the next two or three years, we will need to spend more capital on the acquisition of further plant, machinery and computer equipment which will enable us to remain competitive in our product offering, and ensure compliance with new European Commission directives as well as







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responding to changes in technology - smaller components, larger printed circuit boards.



In the event that adequate funding is not available from existing credit facilities, we would consider leasing or working with existing lenders to identify additional sources of financing. We have no current plans to make significant capital expenditures. At present we do not have any arrangements for financing except those mentioned above. While there can be no assurance that we will have sufficient funds over the next twelve months, we believe that funds generated from operations plus borrowings under our invoice discounting facility will be adequate to meet our anticipated operating expenses, capital expenditure and debt obligations for at least the next twelve months. Nevertheless, our continuing operating and investing activities may require us to obtain additional sources of financing. There can be no assurance that any necessary additional financing will be available to us on commercially reasonable terms, if at all.



Off-Balance Sheet Arrangements



The Company does not have any off-balance sheet arrangements.



Seasonality



The Company does not believe that seasonality has had a material effect on its operations.



Inflation



The Company does not believe that inflation has had a material effect on its operations.



CRITICAL ACCOUNTING POLICIES



The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. The Company bases its estimates and judgments on historical experience and on various other assumptions the Company believes to be reasonable under the circumstances. Future events, however, may differ markedly from the Company's current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements, the Company believes revenue recognition and accounts receivable and allowance for doubtful accounts are two critical accounting policies that involve the most complex, difficult and subjective estimates and judgments.



Revenue recognition



The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 104, "Revenue Recognition." SAB 104 requires that revenue generally can be recognized when all of the following four criteria are met: (1) Persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed or determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts.



Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period in which the related sales are recorded.  The Company defers any revenue for which the product has not been delivered or is subject to refund until such time when the Company and its customers jointly determine that the product has been delivered or no refund will be required.



Accounts Receivables and Allowance for Doubtful Accounts



The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The allowance is calculated based upon the evaluation and the level of past due accounts and the relationship with, and the economic status of, the Company's customers. The Company analyzes historical bad debts, customer credit worthiness, current economic trends and changes in our customer payment terms when evaluating the adequacy of the allowance for doubtful accounts.



The Company's customer base consists of 15 long term customers and relationships with Customer staff are maintained across the Company's business including the finance department. Most of the revenue growth comes from customers for whom the Company has provided an EMS service for some time and who have a strong financial status. Accounts receivable issues are identified and resolved with the customer prior to the date at which the invoice falls due for payment and issues escalated and resolved through the sales force if necessary. Equally late payments are followed up promptly to ensure the earliest identification of problems and that further product is not shipped to compound the problem. Thus the accounts receivable ledger reflects receivables which are current or one month past due and therefore the need for an allowance for doubtful debts are small.



Inventories and Reserves



Inventories are valued at the lower of cost and net realizable value after making due allowance for obsolete and slow moving items. Work in progress is valued based on materials at cost, labour time and a proportion of overhead costs. On an annual basis the Company takes a physical inventory verifying the materials on hand and comparing its perpetual records to physical counts.













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Newly Issued Accounting Pronouncements



In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS 157). This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.



In December 2007, the FASB issued SFAS No. 141R, Business Combinations  (SFAS No. 141R). SFAS No. 141R amends SFAS 141 and provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. It is effective for fiscal years beginning on or after December 15 2008 and will be applied prospectively. The Company is currently evaluating the impact of adopting SFAS no. 141R on its consolidated financial statements.



In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No.51 (SFAS No. 160 requires that ownership interests in subsidiaries held by parties other than the parent, and the amount of consolidated net income, be clearly identified, labeled, and presented in the consolidated financial statements. It also requires once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be intitally measured at fair value. Sufficient disclosures are required to clearly identify and distinguish between the interests of the parent and the noncontrolling owners. It is effective for fiscal years beginning on or after December 15 2008 and requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements shall be applied prospectively. The Company is currently evaluating the impact of adopting SFAS No. 160 on its consolidated financial statements.



In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities which requires enhanced disclosures about an entitys derivative and hedging activities. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15 2008. Since FAS 161 only provides for additional disclosure requirements, there will be no impact on the Companys results of operations and financial position.



In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles(SFAS 162). This Standard identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. FAS 162 directs the hierarchy to the entity, rather than the independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with generally accepted accounting principles. The Standard is effective 60 days following SEC approval of the Public Company Accounting Oversight Board amendments to remove the hierarchy of generally accepted accounting principles from the auditing standards. FAS 162 is not expected to have an impact on the consolidated financial statements.



In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60 (SFAS 163). This statement clarifies accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. SFAS 163 is effective for fiscal years and interim periods within those years, beginning after December 15 2008. Because the Company does not issue financial guarantee insurance contracts, it does not expect the adoption of this standard to have an effect on its financial position or results of operations.



In April 2008, the FASB issued Staff Position (FSP) FAS 142-3, Determination of the Useful Life of Intangible Assets,which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets.This Staff Position is effective for financial statements issued for fiscal years beginning after December 15 2008, and interim periods within those fiscal years. Early adoption is prohibited. Application of this FSP is not currently applicable to the Company as the Companys intangible assets consist of land used rights which has a fixed useful life of 50 years.



In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted Share-Based Payment Transactions are Participating Securities.This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method.



This FSP is effective for financial statements issued for fiscal years beginning after December 15 2008, and interim periods within those years. All prior-period EPS data presented shall be presented shall be adjusted retrospectively (including interim financial statements, summaries of earnings, and selected financial data) to conform with the provisions of this FSP. Early application is not permitted. The Company is currently evaluating the impact of adopting EITF 03-6-1 on its consolidated financial statements.





ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The audited financial statements required by Item 8 are set forth on pages F-1 through F-9 of this Form 10-K.





ITEM 8A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Not required for smaller reporting companies.







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ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



There were no disagreements between the Company and Child, Van Wagoner & Bradshaw, PLLC, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Child, Van Wagoner & Bradshaw PLLC would have caused them to make reference to the subject matter of the disagreement in connection with its report.  Further Child, Van Wagoner & Bradshaw PLLC has not advised the Company that:



1)  Internal controls necessary to develop reliable financial statements did not exist; or



2)   information has come to the attention of Child, Van Wagoner & Bradshaw PLLC which made it unwilling to rely upon management's representations, or made it unwilling to be associated with the financial statements prepared by management; or



3)  the scope of the audit should be expanded significantly, or information has come to the attention of Child, Van Wagoner & Bradshaw PLLC that they have concluded will, or if further investigated might, materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal year ended December 31 2008.



During the Company's two most recent fiscal years or subsequent interim period, the Company has not consulted with Child, Van Wagoner & Bradshaw, PLLC regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, nor did Child, Van Wagoner & Bradshaw, PLLC provide advice to the Company, either written or oral, that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue.



Further, during the Company's two most recent fiscal years or subsequent interim period, the Company has not consulted Child, Van Wagoner & Bradshaw, PLLC on any matter that was the subject of a disagreement or a reportable event.





ITEM 9A. CONTROLS AND PROCEDURES





(a) Evaluation of disclosure controls and procedures.The Companys Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) have concluded that, as of December 31, 2008, the Companys disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiary would be made known to them by others within those entities.



(b) Managements report on internal control over financial reporting.The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Companys management assessed the effectiveness of its internal control over financial reporting as of December 31 2008. The Companys management concluded that, as of December 31 2008, its internal control over financial reporting is effective.



(c) Changes in internal controls.There has been no change in the Companys internal control over financial reporting that occurred during the fourth quarter of fiscal 2008 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.



The Companys management, including its Chief Executive Officer and Chief Financial Officer, does not expect that the Companys disclosure controls and procedures or its internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.





ITEM 9B. OTHER INFORMATION



None





















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PART III





ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT





Directors and Executive Officers



Each of our directors is elected by the stockholders to a term of one (1) year and serves until his or her successor is elected and qualified, or until he or she resigns or is removed from office. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she resigns or is removed from office. The board of directors has no nominating or compensation committees.



The name, address, age and position of our officers and directors are as set forth below:



|                  |  |     |    |        |  |                                                       
|----------------- |  | --- | -- | ------ |  | ------------------------------------------------------
|Name              |  | Age |    | Office
|                  |  |     |    |       
|Jacinta Sit       |  |     | 37 |        |  | President, Chief Financial Officer and Director       
|Shaun Ashmead     |  |     | 42 |        |  | Managing Director of Axiom Manufacturing Services Ltd.
|Vivian Lee-Yu Lam |  |     | 40 |        |  | Secretary and Director                                
|Woon Chew Chai    |  |     | 50 |        |  | Director                                              



JACINTA SIT has been our president and chief financial officer and a director since February 2003.  From 2001 to the present, Ms. Sit holds various positions, most recently as an Executive Director, of South Sea Petroleum Holdings Limited, a Hong Kong corporation, whose principal business is the exploration and production of crude oil. Since September 2003, Ms. Sit has been the president, chief financial officer and a director of Cowley Technologies Corp., a magazine distributor in Hong Kong. Cowley is currently inactive.



SHAUN ASHMEAD has held the position of Managing Director of Axiom Manufacturing Services Ltd. since March 2004. Prior to that, he was Axiom's Operations Director (August 2003 to March 2004), responsible for all aspects of the business other than sales. From September 2002 to August 2003, Mr. Ashmead was Head of the Administration Group responsible for Finance, Human Resources and Factory Engineering, and acted as Company Secretary. From July 2001 to September 2002 he was Axiom's Head of Quality and Engineering Groups, responsible for Technical Engineering, including new product introduction, supplier and product quality, Test Engineering and the Market Quality Investigation Centre. Mr. Ashmead has been employed with Axiom since 1986, predominately within a Quality Management role and was instrumental in ensuring Axiom achieved quality accreditations including ISO 9002, ISO 14001, QS 9000 and TS16949. He continues to ensure that the recognized standards are met or exceeded.



VIVIAN LEE-YU LAM has been our director and Corporate Secretary since February 2003. From 2000 to the present, Ms. Lam holds various positions, most recently as Company Secretary, of South Sea Petroleum Holdings Limited, a Hong Kong corporation whose principal business is the exploration and production of crude oil. Currently Ms. Lam also serves as a director of Great Admirer Limited, the parent company of the registrant, and since September 2003, secretary and a director of Cowley Technologies Corp., a magazine distributor in Hong Kong. Cowley is currently inactive.



WOON CHEW CHAI was elected as an 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 South Sea Petroleum Holdings Limited, a Hong Kong corporation, whose principal business is the exploration and production of crude oil.  Mr. Chai holds a Bachelor 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.  Since September 2003, Mr. Chai has been serving as a director of Cowley Technologies Corp., a magazine distributor in Hong Kong. Cowley is currently inactive.



Significant Employees



There are no significant employees other than our executive officers.



Family Relationships



There are no family relationships among directors or officers.



Involvement in Certain Legal Proceedings



During the past five years, none of our officers, directors, promoters or control persons has had any of the following events occur:



1.   Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;









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2.   Any conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;



3.   Being subject to any order, judgment or decree, not substantially reversed, suspended or vacated, of any court of competent jurisdiction, permanently enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking business; and/or



4.  Being found by a court of competent jurisdiction, in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.



Code of Ethics



We have adopted a Code of Business Conduct and Ethics which applies to our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. Any person may request a free copy of the Code of Business Conduct and Ethics by writing to Oxford Technologies, Inc., 80 Wall Street, Suite 818, New York, NY 10005. We will disclose any waivers or amendments to our Code of Business Code and Ethics on Item 10 of a Form 8-K.



Audit Committee and Audit Committee Financial Expert



The Company's equity securities are not publicly traded. We do not have a separate audit committee. Instead, our board of directors performs the functions that an audit committee would customarily perform. None of the current members of our board of directors has been formally designated as an "audit committee financial expert" as that term is defined under the rules and regulations of the Securities and Exchange Commission.



Compliance with Section 16(a) of Exchange Act



Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the officers and directors of the Company as well as 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 with the Securities and Exchange Commission. Officers, directors and greater-than-10% stockholders are required by the regulations of the Securities and Exchange Commission to furnish the company with copies of all Section 16(a) forms that they file.



To our knowledge, based solely on a review of the copies of such reports furnished to us, all Section 16(a) requirements applicable to our officers, directors and greater-than-10% stockholders were satisfied during the fiscal year ended December 31, 2007.







ITEM 11.  EXECUTIVE COMPENSATION





None of the Company's executive officers receive salary or other kind of compensation from the Company, except Shaun Ashmead, Managing Director of the Company's subsidiary Axiom Manufacturing Services Ltd., who received approximately $446,631 in salary and approximately $19,796 in pension in 2008, approximately $241,718 in salary and approximately $19,793 in pension in 2007, approximately $166,481 in salary and $15,289 in pension on 2006 and approximately $145,602 in salary and approximately $13,832 in pension in 2005. Mr. Ashmead was appointed Axiom's managing director in March 2004. In accordance with Item 402(a) (5) of Regulation S-K, the Company has omitted certain columns from the table required by Item 402(b).



The Company has no profit sharing, stock option or other similar programs for the benefit of the Company's executive officers and directors.



Option/SAR Grants



The Company does not have a stock option plan.  No stock options have been granted or exercised by any of the officers or directors since the Company was founded.



Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Values



No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since the Company's inception; accordingly, no stock options have been granted or exercised by any of the officers or directors.



Long-Tem Incentive Plans and Awards



We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or directors or employees or consultants since we were founded.











---

Compensation of Directors



The members of our Board of Directors are not compensated for their service as members of the Board of Directors, but may be reimbursed for reasonable expenses incurred in connection with attendance of meetings of the board of directors. There are no arrangements pursuant to which directors are or will be compensated in the future for any services provided as a director.



Employment Contracts, Termination of Employment, Change-in-Control Arrangements



There are no employment agreements between the Company and its executive officers. There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to a named executive officer, if such plan or arrangement would result from the resignation, retirement or any other termination of such executive officer's employment with us or form a change in control or a change in the named executive officer's responsibilities following a change in control.







ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





Security Ownership of Certain Beneficial Owners



The following table sets forth certain information regarding the beneficial ownership of our common stock, as of December 31 2008, each person who is known by us to own beneficially more than 5% of our outstanding common stock. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.



Name and Address

Number of Shares

Percentage

Title of Class

of Beneficial Owner

Beneficially Owned

of the Class

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

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

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

Common Stock

Great Admirer Ltd. (i)

17,601,002

94.8% (ii)

99 Queens Road, Central

Hong Kong



Shaun Ashmead

600

0%

94 Lakeside Way, Nantyglo

Ebbw Vale, Gwent

NP23 4AL, South Wales, UK

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



(i) Great Admirer Ltd. is owned by South Sea Petroleum Holdings Ltd., a Hong Kong corporation.



(ii) Percentage of ownership is based on 18,564,002 shares of common stock outstanding as of December 31 2008.



As of the date of this prospectus, no options, warrants or rights to acquire shares have been granted.



Security Ownership of Management



Except Shaun Ashmead, the managing director of Axiom Manufacturing Services Ltd., who owns 600 shares, less than 0.01%, of our common stock, none of our executive officers and directors beneficially owned our securities.



Changes in Control



There are no arrangements that management is aware of that may result in changes in control as that term is defined by the provisions of Item 403(c) of Regulation S-K. There are no provisions within our Articles or Bylaws that would delay or prevent a change of control.







ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





Transactions with management and others



There were no additional transactions during 2008. At December 31 2008 the Company had outstanding loans to affiliates in the amount of approximately $152,000



As all lenders are related companies of the Company, the loans are unsecured, do not accrue interest, and have no structured repayment arrangements.









---

Certain business relationships



None



Indebtedness of management



None



Transactions with Promoters



None







ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES





(1)  Audit Fees: The aggregate fees billed by the Company's auditors for professional services rendered in connection with the audit of the Company's financial statements for the years ended December 31 2008 and 2007 and reviews of the Company's interim financial statements included in the Company's Forms 10-K for fiscal 2008, and 2007 were $61,858, and $55,000.



(2) Audit-Related Fees: The Company's auditors did not bill any additional fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit Fees" above.



(3)  Tax Fees:

None



(4)  All Other Fees: None.



(5)  Board Approval of Services: It is the policy of the Board of Directors of the Company to approve the engagement to render audit or non-audit services before the accountant is engaged by the Company.  The Board approved of 100% of the services provided by the independent accountant in 2008 and 2007.







PART IV





ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES



(a) The following documents are filed as part of this Annual Report:



(1)Financial Statements.Please see the accompanying Index to Consolidated Financial Statements, which appears on page F-1 of the Annual Report.



(2) Financial Statement Schedules. Financial Statement Schedules have been omitted because the information required to be set forth therein is either not applicable or is included in the Consolidated Financial Statements or the notes thereto.



(3) Exhibits. See Item 15(b) below.



(b) Exhibits.



Exhibit No.                                     Description and Location

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

3.1             Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Companys Registration Statement on Form 10-SB filed on June 10, 2002 Commission File No. 0-49854).



3.2             Bylaws (Incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form 10-SB filed on June 10, 2002, Commission File No. 0-49854).



4.1             Specimen Form of the Company's Stock Certificate (Incorporated by reference to Exhibit 4 to the Company's Amendment No. 1 to the Registration Statement on Form 10-SB, filed on July 29, 2002, Commission File No. 0-49854.



14.1           Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003).



21.1           Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21 to the  Company's Registration Statement on Form SB-2,







---

filed on July 20, 2004. Commission File No. 333-117500).



31.1            Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



32.1           Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



(c)  Financial Statement Schedules.    Reference is made to Item 15(a) (2) above.









SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





OXFORD TECHNOLOGIES INC.



a Delaware corporation





Dated:  April 23, 2009





|By:  Jacinta Sit       | 
|---------------------- | 
|Jacinta Sit, President | 





Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated.



|Signature             |  | Capacity                                                                | Date          
|--------------------- |  | ----------------------------------------------------------------------- | --------------
|                      |  |                                                                         |               
|/s/ Jacinta Sit       |  | President, Chief Financial Officer and Director                         | April 23, 2009
|                      |  | (Principal Executive Officer, Principal Financial Officer and Principal |               
|                      |  | Accounting Officer)                                                     |               
|                      |  |                                                                         |               
|/s/ Vivian Lee-Yu Lam |  | Director and Secretary                                                  | April 23, 2009
|                      |  |                                                                         |               









---













OXFORD TECHNOLOGIES, INC.

CONSOLIDATED AUDITED FINANCIAL STATEMENTS







Report of Independent Registered Public Accounting Firm................................................................................................

F-1



Consolidated Balance Sheets ..

F-2



Consolidated Statements of Operations...............................................................................................................................

F-3



Consolidated Statement of Changes in Stockholders Equity...............................................................................................

F-4



Consolidated Statements of Cash Flows.

F-5



Notes to Consolidated Financial Statements...................................................................................

F-6









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Officers and Directors

Oxford Technologies, Inc.



We have audited the accompanying consolidated balance sheets of Oxford Technologies, Inc. (the Company) as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders equity, and cash flows for the years ended December 31, 2008 and 2007.  These consolidated financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



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



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Oxford Technologies, Inc. as of December 31, 2008 and 2007, and the results of its consolidated operations and its consolidated cash flows for the year ended December 31, 2008 and 2007, in conformity with accounting principles generally accepted in the United States of America.





/s/ Child, Van Wagoner & Bradshaw, PLLC

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

Child, Van Wagoner & Bradshaw, PLLC

Certified Public Accountants

Salt Lake City, Utah

April 21, 2009













---

OXFORD TECHNOLOGIES, INC.



CONSOLIDATED BALANCE SHEETS



|                                     |                                                                  |                                            |   | December 31,
|------------------------------------ | ---------------------------------------------------------------- | ------------------------------------------ | - | ------------
|                                     |                                                                  |                                            |   | 2008        
|ASSETS                               |                                                                  | US $000                                    |   | US $000     
|Current Assets:                      |                                                                  |                                            |   |             
|                                     | Cash and cash equivalents                                        |                                            | $ | 1,445       
|                                     | Accounts receivable                                              |                                            |   | 3,896       
|                                     | Inventories                                                      |                                            |   | 4,528       
|                                     | Other current assets                                             |                                            |   | 358         
|                                     |                                                                  | Total Current Assets                       |   |             
|                                     |                                                                  |                                            |   |             
|                                     | Property and equipment, net of accumulated depreciation          |                                            |   |             
|                                     |                                                                  | of $25,798 and $33,677                     |   |             
|                                     |                                                                  |                                            |   |             
|Other Long-Term Assets:              |                                                                  |                                            |   |             
|                                     | Deferred income taxation, non-current portion                    |                                            |   | 414         
|                                     | Security Deposits                                                |                                            |   | 42          
|                                     |                                                                  |                                            |   |             
|                                     |                                                                  | Total Assets                               |   | $           
|                                     |                                                                  |                                            |   |             
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                  |                                            |   |             
|Current Liabilities:                 |                                                                  |                                            |   |             
|                                     | Accounts payable                                                 |                                            | $ | 1,571       
|                                     | Accounts payable -  related party                                |                                            |   | 152         
|                                     | Taxes payable                                                    |                                            |   | 323         
|                                     | Checks in excess of cash in bank                                 |                                            |   | 2,168       
|                                     | Accrued expenses and other payables                              |                                            |   | 655         
|                                     | Capital leases - current portion                                 |                                            |   | 428         
|                                     | Note payable - related party                                     |                                            |   | 1,273       
|                                     | Deferred income - grant, current portion                         |                                            |   | 8           
|                                     | Deferred income - rent                                           |                                            |   | -           
|                                     |                                                                  | Total Current Liabilities                  |   |             
|Long-term Liabilities:               |                                                                  |                                            |   |             
|                                     | Deferred income, non-current portion                             |                                            |   | -           
|                                     | Capital leases, non-current portion                              |                                            |   | 1,098       
|                                     |                                                                  | Total Long-term Liabilities                |   |             
|                                     |                                                                  | Total Liabilities                          |   |             
|Stockholders' Equity:                |                                                                  |                                            |   |             
|                                     | Preferred stock, $.0001 par value, 20,000,000 shares authorized, |                                            |   |             
|                                     |                                                                  | none issued and outstanding                |   |             
|                                     | Common stock, $.0001 par value 80,000,000 shares authorized,     |                                            |   |             
|                                     |                                                                  | 18,564,002 shares issued and outstanding   |   |             
|                                     | Additional paid in capital                                       |                                            |   | 33,478      
|                                     | Accumulated other comprehensive income                           |                                            |   | (4,663)     
|                                     | Accumulated deficit                                              |                                            |   | (15,486)    
|                                     |                                                                  | Total Stockholders' Equity                 |   |             
|                                     |                                                                  |                                            |   |             
|                                     |                                                                  | Total Liabilities and Stockholders' Equity |   | $           







The accompanying notes are an integral part of the consolidated financial statements.

F - 2



---

OXFORD TECHNOLOGIES, INC.



CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)



|                                                          |                                      |          | Years Ended December 31,
|--------------------------------------------------------- | ------------------------------------ | -------- | ------------------------
|                                                          |                                      |          | 2008                    
|(Dollars in thousands except per share data)              |                                      | US $'000 |                         
|Net Sales                                                 |                                      | $        | 32,685                  
|Cost of Sales                                             |                                      |          | 29,050                  
|                                                          | Gross Profit                         |          |                         
|Operating Expenses                                        |                                      |          |                         
|                                                          | Selling, general and administrative  |          |                         
|                                                          | Operating Income (Loss)              |          |                         
|                                                          |                                      |          |                         
|Other Income and Expenses                                 |                                      |          |                         
|                                                          | Rental income                        |          |                         
|                                                          | Economic development grant           |          |                         
|                                                          | Interest income                      |          |                         
|                                                          | Interest expense                     |          |                         
|                                                          | Net Income before income tax benefit |          |                         
|                                                          |                                      |          |                         
|Income tax (expense) benefit                              |                                      |          | 17                      
|                                                          |                                      |          |                         
|                                                          | Net Income (Loss)                    |          | $                       
|                                                          |                                      |          |                         
|Other comprehensive income (loss)                         |                                      |          |                         
|                                                          | Foreign currency translation         |          |                         
|Total comprehensive income (loss)                         |                                      | $        | (4,092)                 
|                                                          |                                      |          |                         
|Basic and diluted earnings (loss) income per common share |                                      | $        | 0.03                    
|                                                          |                                      |          |                         
|Weighted average common shares outstanding                |                                      |          | 18,564,002              



The accompanying notes are an integral part of the consolidated financial statements.

F - 3



---

OXFORD TECHNOLOGIES, INC.



CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY



|                           |                                                    |   |                 |   |              |   |            |   |               |   |                 |   |               |   | Accumulated |         |          |   |          |       |  
|-------------------------- | -------------------------------------------------- | - | --------------- | - | ------------ | - | ---------- | - | ------------- | - | --------------- | - | ------------- | - | ----------- | ------- | -------- | - | -------- | ----- | -
|                           |                                                    |   |                 |   |              |   |            |   |               |   |                 |   |               |   | Other       |         | Total    |   | Total   
|                           |                                                    |   | Preferred Stock |   | Common Stock |   | Additional |   | Comprehensive |   | Accumulated     |   | Stockholders'
|                           |                                                    |   | Shares          |   | Amount       |   | Shares     |   | Amount        |   | Paid in Capital |   | Income (Loss) |   | Deficit     |         | Equity  
|                           |                                                    |   |                 |   | USD $000     |   |            |   | USD $000      |   | USD $000        |   | USD $000      |   | USD $000    |         | USD $000
|Balance, December 31 2006  |                                                    | - |                 | $ | -            |   | 18,564,002 |   | $             | 2 |                 | $ | 33,277        |   | $           | (158)   |          | $ | (17,253) |       | $
|                           |                                                    |   |                 |   |              |   |            |   |               |   |                 |   |               |   |             |         |          |   |          |       |  
|Contributed Capital        |                                                    | - |                 |   | -            |   | -          |   |               | - |                 |   | 100           |   |             | -       |          |   | -        |       |  
|Comprehensive income:      |                                                    |   |                 |   |              |   |            |   |               |   |                 |   |               |   |             |         |          |   |          |       |  
|                           | Net income for the year                            |   | -               |   |              | - |            | - |               |   | -               |   |               | - |             |         | -        |   |          | 1,159 |  
|                           | Cumulative foreign currency translation adjustment |   | -               |   |              | - |            | - |               |   | -               |   |               | - |             |         | 195      |   |          | -     |  
|                           |                                                    |   |                 |   |              |   |            |   |               |   |                 |   |               |   |             |         |          |   |          |       |  
|Balance, December 31, 2007 |                                                    | - |                 |   | -            |   | 18,564,002 |   |               | 2 |                 |   | 33,377        |   |             | 37      |          |   | (16,094) |       |  
|                           |                                                    |   |                 |   |              |   |            |   |               |   |                 |   |               |   |             |         |          |   |          |       |  
|Contributed capital        |                                                    | - |                 |   | -            |   | -          |   |               | - |                 |   | 101           |   |             | -       |          |   | -        |       |  
|Comprehensive income:      |                                                    |   |                 |   |              |   |            |   |               |   |                 |   |               |   |             |         |          |   |          |       |  
|                           | Net income for the year                            |   | -               |   |              | - |            | - |               |   | -               |   |               | - |             |         | -        |   |          | 608   |  
|                           | Cumulative foreign currency translation adjustment |   | -               |   |              | - |            | - |               |   | -               |   |               | - |             |         | (4,700)  |   |          | -     |  
|                           |                                                    |   |                 |   |              |   |            |   |               |   |                 |   |               |   |             |         |          |   |          |       |  
|                           |                                                    |   |                 |   |              |   |            |   |               |   |                 |   |               |   |             |         |          |   |          |       |  
|Balance, December 31, 2008 |                                                    | - |                 | $ | -            |   | 18,564,002 |   | $             | 2 |                 | $ | 33,478        |   | $           | (4,663) |          | $ | (15,486) |       | $





The accompanying notes are an integral part of the consolidated financial statements.

F - 4



---

OXFORD TECHNOLOGIES, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                   |                                              |                                                   |                                                 |         | Years Ended December 31,
|-------------------------------------------------- | -------------------------------------------- | ------------------------------------------------- | ----------------------------------------------- | ------- | ------------------------
|                                                   |                                              |                                                   |                                                 |         | 2008                    
|                                                   |                                              |                                                   |                                                 |         | US $000                 
|Cash Flows from Operating Activities:              |                                              |                                                   |                                                 |         |                         
|                                                   | Net Income                                   |                                                   | $                                               | 608     |                         
|                                                   | Adjustments to reconcile net income to net   |                                                   |                                                 |         |                         
|                                                   |                                              | cash provided by operating activities:            |                                                 |         |                         
|                                                   |                                              |                                                   | Depreciation and amortization                   |         |                         
|                                                   |                                              |                                                   | Deferred taxation                               |         |                         
|                                                   |                                              |                                                   | Amortization of grant received                  |         |                         
|                                                   | Changes in operating assets and liabilities: |                                                   |                                                 |         |                         
|                                                   |                                              |                                                   | Accounts receivable                             |         |                         
|                                                   |                                              |                                                   | Inventories                                     |         |                         
|                                                   |                                              |                                                   | Prepaid expenses                                |         |                         
|                                                   |                                              |                                                   | Accounts payable                                |         |                         
|                                                   |                                              |                                                   | Security deposits                               |         |                         
|                                                   |                                              |                                                   | Taxes payable                                   |         |                         
|                                                   |                                              |                                                   | Accrued expenses and other payables             |         |                         
|                                                   |                                              |                                                   | Interest payable - related party                |         |                         
|                                                   |                                              |                                                   | Deferred income - rent                          |         |                         
|                                                   |                                              |                                                   | Cash provided by (used in) operating activities |         |                         
|                                                   |                                              |                                                   |                                                 |         |                         
|Cash Flows from Investing Activities:              |                                              |                                                   |                                                 |         |                         
|                                                   | Purchase of property and equipment           |                                                   |                                                 | (2,318) |                         
|                                                   |                                              |                                                   | Cash provided by (used in) investing activities |         |                         
|                                                   |                                              |                                                   |                                                 |         |                         
|Cash Flows from Financing Activities:              |                                              |                                                   |                                                 |         |                         
|                                                   | Contributed capital                          |                                                   |                                                 | 101     |                         
|                                                   | Checks in excess of bank balance             |                                                   |                                                 | (837)   |                         
|                                                   | Proceeds from stockholders loans             |                                                   |                                                 | -       |                         
|                                                   | Proceeds from capital leases                 |                                                   |                                                 | 1,605   |                         
|                                                   | Proceeds from  note payable - related party  |                                                   |                                                 | 1,606   |                         
|                                                   | Principal payments on capital leases         |                                                   |                                                 | (318)   |                         
|                                                   | Principal payments on notes payable          |                                                   |                                                 | -       |                         
|                                                   |                                              |                                                   | Cash provided by (used in) financing activities |         |                         
|                                                   |                                              |                                                   |                                                 |         |                         
|Effect of foreign currency translation on cash     |                                              |                                                   | (303)                                           |         |                         
|                                                   |                                              |                                                   |                                                 |         |                         
|Net increase (decrease) in cash & cash equivalents |                                              |                                                   | 1,232                                           |         |                         
|                                                   |                                              |                                                   |                                                 |         |                         
|Cash and Cash Equivalents, Beginning               |                                              |                                                   | 213                                             |         |                         
|                                                   |                                              |                                                   |                                                 |         |                         
|Cash and Cash Equivalents, Ending                  |                                              | $                                                 | 1,445                                           |         | $                       
|                                                   |                                              |                                                   |                                                 |         |                         
|Supplemental Cash Flow Information:                |                                              |                                                   |                                                 |         |                         
|                                                   | Cash Payments For:                           |                                                   |                                                 |         |                         
|                                                   |                                              | Interest                                          |                                                 | $       | -                       
|                                                   |                                              |                                                   |                                                 |         |                         
|                                                   |                                              | Income Taxes                                      |                                                 | $       | -                       
|                                                   |                                              |                                                   |                                                 |         |                         
|                                                   | Non-cash Investing and Financing Activities: |                                                   |                                                 |         |                         
|                                                   |                                              | Equipment obtained under capital lease obligation |                                                 | $       | -                       



The accompanying notes are an integral part of the consolidated financial statements.

F - 5



---

OXFORD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31 2008 and 2007





NATURE OF OPERATIONS



Oxford Technologies Inc. ("the Company") and its subsidiary, Axiom Manufacturing Services Limited ("Axiom") provide electronic manufacturing services (EMS) to third parties in the markets of telecommunication equipment, computers and related products, video/audio/entertainment products, industrial control equipment, testing and instrumentation products and medical devices. Axiom 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 customer base is primarily in the United Kingdom.



The Company was incorporated in the State of Delaware on March 8, 2002. On February 12, 2003, the Company acquired Axiom by issuing 13,564,002 shares of its common stock in exchange for all issued and outstanding capital shares of Axiom that were owned by Great Admirer Limited ("Great Admirer"), a Hong Kong corporation. The Company, as the legal acquirer, was the registrant on that date and remains the registrant with the Securities and Exchange Commission. The merger was accounted for as a reverse acquisition under accounting principles generally accepted in the United States of America. As a result of the acquisition, Axiom became the Company's wholly owned subsidiary and Great Admirer became the controlling stockholder of the Company. The continuing operations of the Company will reflect the consolidated operations of Oxford and its wholly owned subsidiary, Axiom.



At the time Great Admirer acquired Axiom in April 2002, Great Admirer was a non-operating shell company and incurred minimal costs to acquire Axiom. Therefore, no costs incurred by Great Admirer were recorded in the accounts of Axiom.



Axiom's principal offices and manufacturing facilities are located at Technology Park, Newbridge, South Wales, United Kingdom. Axiom is the owner of the above-mentioned facility.



Axiom was incorporated in South Wales, United Kingdom on September 3, 1980, under the name of Aiwa (UK) Ltd. Axiom's name was changed to Axiom Manufacturing Services Limited on April 10, 2002.



On July 29, 2008 the company acquired 100% of the share capital (1,000 shares) of Axiom M S Limited (AMS).



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Financial Statement Presentation - The consolidated financial statements include the transactions of the Company and its subsidiary.  All inter-company accounts and transactions have been eliminated in consolidation.



Net Income/ (Loss) Per Common Share - Basic net income/ (loss) per share of common stock is calculated by dividing the net income/ (loss) by the weighted average number of

shares of common stock outstanding during the period.



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 functional currency of the Company's operations in the UK is the British Pound Sterling. The financial statements of the Company were translated to US dollars using year-end exchange rates for the balance sheets and weighted average exchange rates for the statements of operations and statements of cash flows. Equity transactions were translated using historical rates. Foreign currency translation gains or losses as a result of fluctuations in the exchange rates are reflected in the statements of stockholders equity in total comprehensive income or loss.







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OXFORD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31 2008 and 2007





Revenue Recognition - Sales revenues are generally recognized when an agreement exists and price is determinable, the products are shipped to the customers or services are rendered, net of discounts, returns and allowance and collectibility is reasonably assured. In excess of 99% of both revenues generated and the cost of sale incurred relate to the EMS service offering (manufacturing of OEM customer products) with the remaining percentage of revenue and cost of sale relating to the provision of a market return and repair service.



Warranty  all products manufactured are warranted to be of satisfactory quality, comply with specification and free from defects in components (subject to the Company being able to prove they comply with specification) and workmanship. In the event that product fails to comply with this warranty, within 5 days of receipt the customer can return the product for replacement or beyond this period return the product for repair. For items repaired, the cost of the repair is expensed at the time it is incurred. This value is not material.



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



Trade Receivables - Trade receivables are stated at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts. The allowance is calculated based upon the level of past due accounts and the relationship with and financial status of our customers. The Company did not write off any bad debt during the years ended December 31, 2008 and 2007, and thus have not set an allowance for doubtful accounts for the years then ended.



Inventories - Inventories are stated at the lower of cost or market value. Cost has been determined using the first-in, first-out method. Inventory quantities on-hand are regularly reviewed, and where necessary, reserves for excess and unusable inventories are recorded. Inventory consists of raw materials (components), work in progress and finished goods and is valued as follows: raw materials are valued at the standard cost of the material; both

work in progress and finished goods are valued at the standard cost of the material used to

manufacture these products plus an allowance for labor and overhead utilized to get these products to their current stage of completion.



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:



|Building & building improvements |  |  | 20 to 45 years
|-------------------------------- |  |  | --------------
|Machinery & equipment            |  |  | 5 to 10 years 
|Fixtures & fittings              |  |  | 3 to 8 years  



Upon retirement or sale, the costs of the asset 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. Annually, the Company routinely reviews its property and equipment for impairment, and accordingly, will write-down those assets to their estimated fair value.



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 carry forwards 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 not 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 are representative of their fair





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OXFORD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31 2008 and 2007





values due to the short term maturity of these instruments.



Concentration of Credit Risk - Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of accounts receivable.



Advertising Costs - The Company expenses advertising costs when incurred.



Comprehensive Income - The Company's comprehensive income for the year ended December 31, 2008 and 2007 includes foreign currency translation gains.



Funding Arrangements  The Company has a full factoring facility provided by its bankers under which the bank advances up to 80% of the value of qualifying invoices on presentation. This is repaid when the customer settles the invoice with the remaining 20% released to the Company less bank charges at this time. The bank is responsible for collecting the debt and is supported in this by staff within the Company. Security for advances under this facility is provided by a charge over the accounts receivable of the

Company, a chattels mortgage over fixed assets and a second charge on the building at Technology Park, Newbridge, South Wales. The amount borrowed under this facility is shown in Other Receivables on the Balance sheet. Management believes that this treatment complies with guidance provided in SFAS 140.



Critical Accounting Policies - The Company considers revenue recognition and the valuation of accounts receivable, allowance for doubtful accounts, and inventory and reserves as its significant accounting policies. Some of these policies require management to make estimates and assumptions that may affect the reported amounts in the Company's financial statement.



Restructuring - To downsize and streamline operations and rationalize manufacturing facilities, the Company has periodically recorded restructuring costs.



Recent Accounting Pronouncements  In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS 157). This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.



In December 2007, the FASB issued SFAS No. 141R, Business Combinations  (SFAS No. 141R). SFAS No. 141R amends SFAS 141 and provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. It is effective for fiscal years beginning on or after December 15, 2008 and will be applied prospectively. The Company is currently evaluating the impact of adopting SFAS no. 141R on its consolidated financial statements.



In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No.51 (SFAS No. 160 requires that ownership interests in subsidiaries held by parties other than the parent, and the amount of consolidated net income, be clearly identified, labeled, and presented in the consolidated financial statements. It also requires once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be intitally measured at fair value. Sufficient disclosures are required to clearly identify and distinguish between the interests of the parent and the noncontrolling owners. It is effective for fiscal years beginning on or after December 15, 2008 and requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements shall be applied prospectively. The Company is currently evaluating the impact of adopting SFAS No. 160 on its consolidated financial statements.



In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities which requires enhanced disclosures about an entitys derivative and hedging activities. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after





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OXFORD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31 2008 and 2007





November 15, 2008. Since FAS 161 only provides for additional disclosure requirements, there will be no impact on the Companys results of operations and financial position.



In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles(SFAS 162). This Standard identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. FAS 162 directs the hierarchy to the entity, rather than the independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with generally accepted accounting principles. The Standard is effective 60 days following SEC approval of the Public Company Accounting Oversight Board amendments to remove the hierarchy of generally accepted accounting principles from the auditing standards. FAS 162 is not expected to have an impact on the consolidated financial statements.



In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60 (SFAS 163). This statement clarifies accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. SFAS 163 is effective for fiscal years and interim periods within those years, beginning after December 15, 2008. Because the Company does not issue financial guarantee insurance contracts, it does not expect the adoption of this standard to have an effect on its financial position or results of operations.



In April 2008, the FASB issued Staff Position (FSP) FAS 142-3, Determination of the Useful Life of Intangible Assets,which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets.This Staff Position is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. Application of this FSP is not currently applicable to the Company as the Companys intangible assets consist of land used rights which has a fixed useful life of 50 years.



In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted Share-Based Payment Transactions are Participating Securities.This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method.



This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior-period EPS data presented shall be presented shall be adjusted retrospectively (including interim financial statements, summaries of earnings, and selected financial data) to conform with the provisions of this FSP. Early application is not permitted. The Company is currently evaluating the impact of adopting EITF 03-6-1 on its consolidated financial statements.



2.  PROPERTY AND EQUIPMENT



Property, plant and equipment at December 31, 2008 and 2007, consisted of the following:



|                                 |  |           | 2008     |           |   | 2007    
|-------------------------------- |  | --------- | -------- | --------- | - | --------
|                                 |  | USD $'000 |          | USD $'000
|Building & building improvements |  | $         | 13,454   |           | $ | 18,262  
|Machinery & equipment            |  |           | 17,106   |           |   | 20,872  
|Fixtures & fittings              |  |           | 5,562    |           |   | 7,400   
|                                 |  |           | 36,122   |           |   | 46,534  
|Less: accumulated depreciation   |  |           | (25,798) |           |   | (33,677)





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OXFORD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31 2008 and 2007







|      |  |   |        |  |   |       
|----- |  | - | ------ |  | - | ------
|Total |  | $ | 10,324 |  | $ | 12,857



Depreciation expenses amounted to $1,242,000 and $1,019,000 for the years ended December 31, 2008 and 2007, respectively.



3.  INVENTORIES



Inventories at December 31, 2008 and 2007 consisted of the following:



|                 |  |           | 2008  |           |   | 2007 
|---------------- |  | --------- | ----- | --------- | - | -----
|                 |  | USD $'000 |       | USD $'000
|Raw materials    |  | $         | 2,742 |           | $ | 3,814
|Work in progress |  |           | 1,102 |           |   | 1,858
|Finished goods   |  |           | 684   |           |   | 279  
|                 |  |           |       |           |   |      
|Total            |  | $         | 4,528 |           | $ | 5,951





4. INVOICE DISCOUNTING



The invoice discounting facility is provided through the invoice finance arm of HSBC Bank where funds are advanced to the company based on the presentation of qualifying invoices up to a maximum level of $5.1million. There is no maturity date to this facility but it is renewed annually. The invoice discounting facility is secured by the accounts receivable plus a chattels mortgage on specified fixed assets and a second charge on the property at Technology Park, Newbridge, Newport, United Kingdom. Interest on borrowings under this facility is charged at a rate of 2% above the Bank of England base rate.



5. NOTES PAYABLE



The Overdraft facility of $146,190 is reviewed and renewed annually and is secured against the property at Technology Park, Newbridge, Newport, interest is charged at a rate of 2% above the Bank of England base rate.



6. NOTE PAYABLE RELATED PARTY



Axiom MS Limited, the wholly owned subsidy to Oxford Technologies, Inc. borrowed $1,272,922 from Global Select Limited, a subsidiary of a Hong Kong listed corporation.  The terms of the agreement require Axiom MS Limited to pay the loan within (5) business days upon the lenders demand.  If no demand is made, Axiom MS Limited will pay the loan in one payment of all outstanding principle plus all accrued unpaid interest on December 31, 2009.  Interest in the amount of $32,942 was accrued for the current period.



7. CAPITAL LEASES



The Company is leasing AOI equipment from HSBC Asset Finance. The lease term is five years with an expiration date of April 2010. At the end of the lease the equipment will be owned by the Company. Monthly payments including principal and interest at 3.97% are $2,467.



The Company is leasing Conformal coating Machine from HSBC Asset Finance. The lease term is five years with an expiration date of June 2010. At the end of the lease the equipment will be owned by the company. Monthly payments including principal and interest at 3.97% are $1,025.







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OXFORD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31 2008 and 2007





The Company is leasing a Flying Probe Machine from HSBC Asset Finance. The lease term is five years with an expiration date of December 2010. At the end of the lease the equipment will be owned by the Company. Monthly payments including principal and interest are $4,114.



The Company entered into an agreement to purchase a Dage XRay Machine from HSBC Asset Finance in January 2007. This agreement is for a term of five years and expires in Jan 2012: this agreement carries a stated annual rate of interest and calls for monthly and principal payments of $1,895.



The Company is leasing Board Etching Equipment from Clydesdale Bank Asset Finance. The lease term is five years with an expiration date of September 2012. At the end of the lease the equipment will be owned by the Company. Monthly payments including principal and interest are $1,999.



The Company is leasing a SMT Machine from Clydesdale Bank Asset Finance. The lease term is five years with an expiration date of April 2013. At the end of the lease the machine will be owned by the Company. Monthly payments including principal and interest are $10,017.



The Company is leasing a Flying Probe Machine from Clydesdale Bank Asset Finance. The lease term is five years with an expiration date of September 2013. At the end of the lease the machine will be owned by the Company. Monthly payments including principal and interest are $2,700.



The Company is currently leasing eleven computers from Dell. The computers are being leased for 35 to 36 months with leases expiring as late as July 2010. At the end of the lease the Company plans to purchase the equipment. Monthly payments including principal and interest range from $141 to $798.



Future principal lease payments are as follows:



Year Ended December 31 (amounts in thousands of dollars):



|2009                 |  | $ | 428  
|-------------------- |  | - | -----
|2010                 |  |   | 428  
|2011                 |  |   | 273  
|2012                 |  |   | 262  
|2013                 |  |   | 135  
|Total                |  |   | 1,526
|Less current portion |  |   | (428)
|Long term portion    |  | $ | 1,098



These assets are being depreciated over their estimated useful economic lives and are included in the depreciation expenses for the years ending December 31 2008 and 2007.



8. OPERATING LEASES



The Company is leasing a machine from GE Commercial Finance. The lease agreement runs for three (3) years beginning September 2006, and the Company is obligated to pay monthly payments of $15,983.



The Company is leasing a photocopier from GE Capital Solutions. The lease agreement runs for three (3) years beginning December 2008, and the Company is obligated to pay quarterly payments of $713.



The Company is leasing a vehicle from Lloyds TSB Autolease. The lease agreement runs for three (3) years beginning September 2008, and the Company is obligated to pay monthly payments of $979.



The Company is leasing a vehicle from Network Vehicles Limited. The lease agreement runs for three (3) years beginning June 2008, and the Company is obligated to pay monthly payments of $1,234.





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OXFORD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31 2008 and 2007







The Company is leasing five (5) vehicles from Sinclair Finance. Each lease runs for three (3) years. The lease agreements began in June 2006, July 2006, May 2007 and September 2007. The payments on the lease agreements are $369, $1,278, $439, $524 and $748 respectively.



The Company leases approximately 1,000 square feet of office space at Wall Street, Suite 818, New York, NY 10005 at a monthly rental of $2,604. The lease expires in October 2008.

Future minimum lease payments are as follows:



Year Ended December 31 (amounts in thousands of dollars):



|2009 |  | $ | 26
|---- |  | - | --
|2010 |  |   | 8 
|     |  |   |   
|     |  | $ | 34



9.  DEFERRED INCOME



In July 2002, the Company received grant aid of $4.7million from the Welsh Assembly Government. Further grant aid in the amount of $392,000 was received in September 2006. This funding was to assist in the acquisition of a number of fixed assets including the property at Technology Park, Newbridge, Newport and to safeguard jobs following the decision by Aiwa Europe Limited to end original equipment production at Newbridge in South Wales. The Welsh Assembly Government has been given security in the form of a first lien on the land and buildings at Technology Park, Newbridge and has the right to require the repayment of part or the entire grant under certain circumstances. The Company has treated the grant in aid as deferred income and recognises monthly amortization of the grant. The value of the monthly amortization of the grant was originally based in 2002 on estimates of the relative costs for the asset purchases and staff costs. The Company has transferred ownership of the land and buildings to Axiom M S Limited in January 2009 therefore, the balance on the grant has been amortised in full during the 2008 financial year.



10.   SELLING, GENERAL AND ADMINISTRATIVE EXPENSES



The main expense categories within this category and the values expensed during the years ended December 31 2008 and 2007:



|                           |  |           | 2008  |           |   | 2007 
|-------------------------- |  | --------- | ----- | --------- | - | -----
|                           |  | USD $'000 |       | USD $'000
|Facilities and Maintenance |  | $         | 1,138 |           | $ | 1,532
|Other personnel costs      |  |           | 2,200 |           |   | 1,688
|Bank charges               |  |           | 460   |           |   | 201  
|Advertising & promotion    |  |           | 108   |           |   | 121  
|Indirect materials         |  |           | 161   |           |   | 246  
|Travel                     |  |           | 62    |           |   | 75   
|Other                      |  |           | 981   |           |   | 657  
|                           |  |           |       |           |   |      
|Total                      |  | $         | 5,110 |           | $ | 4,520













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OXFORD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31 2008 and 2007





11.  RENTAL INCOME



The Company's subsidiary has subleased certain of its spaces on annual basis for $940,000 per year. The original lease term was from July 1, 2002 through June 30, 2004. The lessee has opted to extend the lease to June 30, 2009.



12.  INCOME TAX



The Company has implemented SFAS No. 109 Accounting for Income Taxes, which provides for a liability approach to accounting for income taxes.



The Company's subsidiary, Axiom has UK carry forward losses amounting to $19,224,000 and $21,075,000 in 2008 and 2007, respectively. The components of the deferred tax asset and the related tax benefit, based upon UK corporate tax rates of 30%, are as follows:



|                                 |  |   | Year Ended December 31,
|-------------------------------- |  | - | -----------------------
|Deferred tax asset:              |  |   | 2008                   
|                                 |  |   | US $'000               
|Net operating loss carry forward |  | $ | 19,224                 
|Deferred tax assets (30%)        |  |   | 5,767                  
|Valuation allowance              |  |   | (5,353)                
|Net deferred tax assets          |  | $ | 414                    



Deferred income taxes result from the effect of transactions that are recognized in different periods for financial and tax reporting purposes.



Deferred income taxes are recognized for the tax consequences of temporary differences by applying the statutory tax rates to differences between the financial reporting and the tax bases of existing assets and liabilities.  These temporary differences related primarily to property and equipment due to the difference between book and tax depreciation.





|                                    |  |   | Year Ended December 31,
|----------------------------------- |  | - | -----------------------
|                                    |  |   | 2008                   
|                                    |  |   | US $'000               
|Excess of depreciation over         |  |   |                        
|Taxation allowances on fixed assets |  | $ | 249                    
|Tax losses available                |  |   | 165                    
|Deferred tax assets                 |  | $ | 414                    



A reconciliation of income tax expense (benefit) to the amount of computed using statutory UK corporation tax rate of 30% is as follows:





| |  |  | Year Ended December 31,
| |  |  | -----------------------
| |  |  | 2008                   
| |  |  | US $'000               





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OXFORD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31 2008 and 2007







|Standard rate corporation tax charge |  | $ | 157   |  | $ | 990  
|------------------------------------ |  | - | ----- |  | - | -----
|Non-deductible expenses              |  |   | 11    |  |   | 8    
|Unused NOL                           |  |   | (185) |  |   | (844)
|Total taxable expense (benefit)      |  | $ | (17)  |  | $ | 154  



The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007.  As a result of the implementation of Interpretation 48, the Company recognized approximately no increase in the liability for unrecognized tax benefits.



The Company has no tax positions at December 31, 2008 and 2007, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.



The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  During the years ended December 31, 2008 and 2007, the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at December 31, 2008 and 2007.



13.  BENEFIT PLANS



The Company maintains a defined contribution plan for all its employees. The Company's contribution to the plan was $204,000 and $194,940 for the years 2008 and 2007, respectively.



14.  RELATED PARTY TRANSACTIONS



At December 31, 2007, the Company has outstanding loans to affiliates in the amount of approximately $82,000.



During the year ended December 31, 2007, the Company received $97,000 from the parent company, these funds are to be used for intercompany transactions.



In October 2007, Hong Kong headquarters sent $100,000 to New York as additional paid in capital.



During 2008, Hong Kong headquarters sent $100,000 to Oxford as contributed capital.



As all lenders are related companies of Oxford, the loans are unsecured, do not accrue interest, and have no structured repayment arrangements.



15.  CONCENTRATION



Five customers represent ninety percent (90%), seventy eight percent (78%) and eighty one percent (81%) of sales respectively in 2008 and 2007. Five customers represent eighty six percent (86%) eighty four percent (84%) and seventy nine percent (79%) of Accounts Receivable respectively in 2008 and 2007.



16.  SUBSEQUENT EVENTS



On January 21, 2009, Axiom Manufacturing Services Limited transferred the building to its wholly-owned subsidiary Axiom MS Limited. The building was transferred at historical cost minus accumulated depreciation.





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