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, 2006

                                       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             (IRS Employer Identification No.)
   incorporation or organization)

      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 [ ]     No [X]

     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 "accelerate
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]  Accelerated filer [ ]   Non-accelerated filer [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 October 16, 2007, 18,564,002 shares of common stock were
outstanding.







                               OXFORD TECHNOLOGIES, INC.

                                  Table of Contents



                                                                            Page

                                       PART I

Item 1.    Description of Business.......................................      4
Item 1A.   Risk Factors..................................................     11
Item 1B.   Unresolved Staff Comments.....................................     16
Item 2.    Description of Property.......................................     16
Item 3.    Legal Proceedings.............................................     16
Item 4.    Submission of Matters to a Vote of Security Holders...........     16

                                      PART II

Item 5.    Market for Common Equity, Related Stockholder Matters
             and Issuer Purchases of Equity Securities...................     16
Item 6.    Selected Financial Data.......................................     18
Item 7.    Management's Discussion and Analysis or Plan or Operations....     19
Item 8.    Financial Statements and Supplementary Data...................     30
Item 8A.   Quantitative and Qualitative Disclosures about Market Risk....     30
Item 9.    Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure........................     30
Item 9A.   Controls and Procedures.......................................     31
Item 9B.   Other Information.............................................     31

                                     PART III

Item 10.   Directors and Executive Officers of the Registrant............     32
Item 11.   Executive Compensation........................................     34
Item 12.   Security Ownership of Certain Beneficial Owners and
             Management and Related Stockholder Matters..................     35
Item 13.   Certain Relationships and Related Transactions................     36
Item 14.   Principal Accountant Fees and Services........................     37

                                      PART IV

Item 15.   Exhibits and Financial Statement Schedules....................     38

Signatures...............................................................     39









                                       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. OEMs contract with Axiom 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 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.

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 enable 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:

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 contract electronics manufacturing 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 four years.


Year ending Dec. 31,           2003        2004       2005        2006
------------------------   -----------  ----------  ---------  ----------
Computers & Peripherals        7.4%        11.3%       8.1%      13.5 %
Consumer                      44.8         15.6       15.4        9.2
Medical                       22.8         26.1       38.6       40.0
Industrial                    22.0         47.0       37.9       37.2
Office Equipment               3.0            -          -	      0.1
-----------------------    ----------   ----------  ----------  ----------
         TOTAL                100%         100%        100%	      100%

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, 2006 and 2005 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

For the year ended December 31, 2006, 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 OEMs 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 204 full-time 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


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 report, 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 a net income of $1,918,000, and $1,474,000, and $363,000
for the years ended December 31, 2006, 2005 and 2004, respectively, our
accumulated deficit as of December 31, 2006 was $17.3 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.

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.

For the past three years, a substantial portion of our revenues has been derived
from our five largest customers, each of them was accounting for 10% or more of
our total sales. For the years ended December 31, 2006, 2005 and 2004, sales to
those five largest customers accounted for approximately 81%, 80%, and 73% 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 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 shareholders 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 SHAREHOLDER CONTROLS A SUBSTANTIAL PORTION OF OUR COMMON STOCK;
INVESTORS WILL HAVE LITTLE CONTROL OVER OUR MANAGEMENT OR OTHER MATTERS
REQUIRING SHAREHOLDER APPROVAL.

Great Admirer Ltd., our principal shareholder, 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 SHAREHOLDERS 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 shareholders 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
SHAREHOLDERS' ABILITY TO RESELL THEIR SHARES.

The shares of our common stock constitute penny stock under the Securities
Exchange Act of 1934 ("Exchange Act") if and when our common stock is quoted on
the OTC Bulletin Board. 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:

      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 objectives.

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 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 an 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, 2008.

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 $2,576.  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.



                                      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, 2006, 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 plans 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 Status, 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 shareholders 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


The financial data as of and for the years ended December 31, 2006, 2005, 2004
and 2003 have been derived from our consolidated financial statements. The
selected financial data should be read in conjunction with the consolidated
financial statements and the notes thereto of the Company and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
<TABLE>
<CAPTION>

                                              2006         2005          2004       2003
                                           -----------   -----------  -----------  ---------

                                            <c>           <c>          <c>        <c>
(In thousand dollars)
Statement of Operations Data:

Net sales                                   $   36,743    $   30,684   $   27,818  $   20,421
Cost of goods sold                              33,362        27,788       25,572      20,949
                                            -----------   -----------  -----------  ----------
Gross profit (loss)                              3,381         2,896        2,246       (528)
Restructuring cost                                   -             -          275           -
Selling, general and administrative expenses   (3,029)         3,186        2,653       2,287
                                            -----------   -----------  -----------  ----------
Operating income (loss)                            352         (290)        (682)     (2,815)

Rental income                                      940           609          552         459
Economic development grant                         737           677          682         606
Gain on sale of land                                 -           364            -           -
Interest expenses                                (262)         (221)        (190)       (103)
Interest income                                     23             -            -          33
                                            -----------   -----------   ------------ ---------
Income (loss) before income tax benefit          1,790         1,139          363     (1,852)

Income tax benefit                               (127)         (335)            -           -
                                            -----------   -----------   -----------  ---------
Net income (loss)                           $    1,918     $   1,474    $     363    $ (1,852)

Basic net income (loss) per common share    $     0.10     $    0.08    $    0.02    $  (0.10)
Diluted net income (loss) per common share  $     0.10     $    0.08    $    0.02    $  (0.10)
                                            ==========    ===========   ===========  =========


Balance Sheet Data (at the end of year):

Working capital                             $   3,847      $  2,529     $  1,258     $  1,225
Long-term debt, less current portion            1,208         1,775        2,425        2,969
Total assets                                   23,671        26,884       28,428       27,221
Total liabilities (including long-term)         7,803        11,992       13,347       13,536
Stockholders' equity                        $  15,868      $ 14,892     $ 15,081     $ 13,685


</TABLE>




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.


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 shareholders 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 shareholders'
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.

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    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 contract 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 (dollars in thousands):

<TABLE>
<CAPTION>

                                                 Year Ended December 31,

                                       2006                 2005              2004
                                 -------------------  -----------------  ----------------
                                  Amount       %         Amount     %      Amount     %
                                 -----------  ------  ------------ ----  ----------- ----

                                  <c>        <c>       <c>       <c>      <c>      <c>

Revenue                          $   36,743   100%     $   30,884  100%   $  27,818  100%
Cost of sales                        33,362   90.8%        27,788  90.6%     25,572  91.9%
                                 -----------  ------  ------------ ----- ----------- -----
Gross profit                          3,381    9.2%         2,896   9.4%      2,246   8.1%
Operating expenses                    3,029    8.3%         3,186  10.4%      2,928  10.6%
                                 -----------  ------  -----------  ----- ----------- -----
Operating income (loss)                 352    0.9%         (290) (0.9%)      (682) (2.5%)
Other income (loss)                   1,439    3.9%         1,429   4.7%      1,045   3.8%
                                 -----------  ------  ----------- ------ ----------- -----
Income before income taxes            1,791    4.8%         11,39   3.7%        363   1.3%
Income tax benefit                      127    0.3%           335     -           -     -
                                 -----------  ------  ------------ ------ ----------- ----
Net Income                        $   1,918    5.1%     $   1,474   4.8%    $   363   1.3%

</TABLE>


The final results show that there is not much of a shift in figures between 2006
and 2005, apart from "Other income", this was due to the extra money received
for the grant. Results show that our fourth quarter sales are significantly
lower than the third quarter and average sales for the nine months ended
September 30, 2006. The reasons are (i) a major contract concluded in September
2006 and no further revenues arose from this in the fourth quarter. The typical
monthly sales from this contract in the nine months to September 2006 was
approximately $583,000, and (ii) two other major customer down-turned their
requirements for the fourth quarter due to lower demand for their products.


Comparison of Fiscal Years Ended December 31, 2006 and 2005

Revenues

Revenues for the year ended December 31, 2006 were $36.74 million representing
an increase of $6.06 million, or 19.75%, as compared to $30.68 million for the
year ended December 31, 2005. The increase in revenue was largely a result of
 generating additional revenues from existing customers by progressing from
simple printed circuit board manufacture through to full product assembly, as
well as an additional three new customers. Substantially all of the revenues are
derived from the provision of contract manufacturing services to OEM's however
$63,018 or 0.16% of revenues in 2005 and $86,000 or 0.28% of revenues in 2005
were derived from market returns, investigation and repair service offered to
OEM's to process field failures. The number of customers remained constant at 19
as of December 31, 2006.

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,
2006 the Company's cost of sales was $33.3 million as compared to $27.79 million
for the year ended December 31, 2005 which was an increase of $5.57 million, or
20.00%. The Company attributes this increase mainly to the growth in sales
revenue during the year ended December 31, 2006; however the Company also
achieved improved gross margins during 2006 due to better utilization and
efficiency of labor and better product scheduling using its manufacturing
resources planning system. As with revenues, the majority of cost of sales
incurred related to the EMS business, however $47,263 (0.13%) in 2006 and
$40,000 (0.14%) in 2005 related to the market return and repair service.

Operating Expenses

Operating expenses consist of selling, general and administrative expenses, plus
restructuring costs. These were $3.03 million in 2006 as compared to $3.19
million in 2005, a decrease of $0.16 million, or 5.02%.

The decreased level of expenditures in 2006 is due to lower expenditure on
marketing and promotions following a refocusing of telemarketing and advertising
activity, sundry freight to consolidation of deliveries, and recruitment fees.

Rental Income and Economic Development Grant

For the year ended December 31, 2006, the Company's rental income increased by
$331,000 to $940,000 compared with $609,000 for the same period of the previous
year. Since July 1, 2002, the Company has leased a total of 140,000 square feet
of its unused office spaces to two corporate entities. The increase in rental
income in fiscal 2005 was all due to renting out additional space.

For the year ended December 31, 2006, the government economic development grant
was amortized in the amounts of $737,000 as compared to $677,000 for the year
ended December 31, 2005. 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 $4.7 million 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.  This was 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 b
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 and 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;

   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).

Gain on Sale of Land

During 2005, the Company sold the surplus North car park at its premises at
Technology Park, Newbridge, Newport, United Kingdom. The gain on the sale of
$364,000 represents the excess of the selling price over the adjusted cost of
the land.

Interest Income

There is interest income for year ending December 31, 2006 of $24,000 compared
to no interest income for year ending December 31, 2005 and reflects the fact
that company held only small credit balances on its account.

Interest Expense

Interest expense for the year ended December 31, 2006, was $262,000 as compared
to $221,000 for the year ended December 31, 2005 and reflected higher average
borrowing levels throughout 2006.

Net Income

As a result of the factors discussed above, the Company reported a net income of
$1.918million for the year ended December 31, 2006, as compared to a net income
of $1.474 million for the previous year. This resulted in basic and diluted net
income per share of $0.10 on weighted average common shares outstanding of
18,564,002 for the year ended December 31, 2006, as compared to net income per
share of $0.079 on weighted average common shares outstanding of 18,564,002 for
the year ended December 31, 2005.

Comparison of the Fiscal Years Ended December 31, 2005 and 2004

Revenues

Revenues for the year ended December 31, 2005, were $30.68 million representing
an increase of $2.86 million, or 10.3%, as compared to $27.82 million for the
year ended December 31, 2004. The increase in revenue was largely a result of
generating additional revenues from existing customers by progressing from
simple printed circuit board manufacture through to full product assembly.
Substantially all the revenues are derived from the provision of contract
manufacturing services to OEM's however $584,000 or 2.1% of revenues in 2004 and
$86,000 or 0.28% of revenues in 2005 were derived from market returns,
investigation and repair service offered to OEM's to process field failures. The
number of customers remained constant at 15 as of December 31, 2005.

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,
2005, the Company's cost of sales was $27.79 million as compared to $25.57
million for the year ended December 31, 2004 which was an increase of $2.22
million, or 8.7%, on the year ended December 31, 2004. The Company attributes
this increase mainly to the growth in sales revenue during the year ended
December 31, 2005; however the Company also achieved improved gross margins
during 2005 due to better utilization and efficiency of labour and better
product scheduling using its manufacturing resources planning system. As with
revenues, the majority of cost of sales incurred related to the EMS business,
however $460,000 (1.8%) in 2004 and $40,000 (0.14%) in 2005 related to the
market return and repair service.

Operating Expenses

Operating expenses consist of selling, general and administrative expenses, plus
restructuring costs. These were $3.19million in 2005 as compared to $2.93million
in 2004, an increase of $0.26 million or 8.9%.

A significant proportion of the increase is attributable to the restructuring
costs (zero in 2005 and $275,000 in 2004 which relates to a reduction in
headcount from 210 in December 2003 to 161 in December 2004). Following its
transition from a large scale manufacturing operation for Aiwa to a small/medium
sized EMS with a small customer base there was a necessity to significantly
downsize the headcount of the company to ensure the successful transition to a
competitive EMS. Through 2004 further adjustments were still being made to the
organizational structure to refocus the business as a customer facing EMS. The
skills required for a business of this type are substantially different to those
needed for a multinational OEM. For example, as an OEM there were no sales staff
and the procurement roles were largely progress chasing rather than negotiating
prices with suppliers. A number of individuals were made redundant to further
realign and streamline the indirect headcount and reduce the Company's cost
base. This cost is the restructuring cost incurred in 2004 and resulted in
lower indirect headcount costs as a result of which the Company was able to
record its first profit. The lower cost base and improved organization structure
and shape will enable the business to continue to be profitable in future years.
Further restructuring costs are not anticipated at present.

Excluding the restructuring costs, there was an increase in operating expenses
of $553,000, or 20.10%. This was due to increases in other personnel costs
(recruitment costs) of $140,000, purchase of indirect materials which is linked
to the higher sales volumes increased by $67,000 and buildings maintenance costs
increased by $40,000 offset by small decreases in spending in a number of other
areas.

Rental Income and Economic Development Grant

For the year ended December 31, 2005, the Company's rental income increased by
$56,000 to $609,000 compared with $553,000 for the same period of the previous
year. Since July 1, 2002, the Company has leased a total of 42,000 square feet
of its unused office spaces to two corporate entities. The increase in rental
income in fiscal 2005 was primarily due to renting out additional space.

For the year ended December 31, 2005, the government economic development grant
was amortized in the amounts of $677,000 as compared to $682,000 for the year
ended December 31, 2004. 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. Please see discussion above on section of
results of operations for fiscal 2006 and 2005 for more detailed information.

Interest Income

There was no interest income for either of the years ending December 31, 2005 or
December 31, 2004 and reflects the fact that the company held only small credit
balances on its account.

Interest Expense

Interest expense for the year ended December 31, 2005, was $221,000 as compared
to $190,000 for the year ended December 31, 2004 and reflected the higher
borrowing levels in 2005.

Net Income/(Loss)

As a result of the factors discussed above, the Company reported a net income
of $1.474 million for the year ended December 31, 2005, as compared to net
income of $363,000 for the previous year. This resulted in basic and diluted
net income per share of $0.08 on weighted average common shares outstanding of
17,988,660 for the year ended December 31, 2005, as compared to net income per
share of $0.02 on weighted average common shares outstanding of 18,564,002 for
the year ended December 31, 2004.

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 total cash and cash equivalents totaled $165,000 and $556,000 at December
31, 2006, and 2005, respectively.

Operating activities.  During the twelve months ended December 31, 2006, we
generated $22,000 in cash from operating activities primarily from improvements
in stock holding and deferred income following drawdown of extra grant. This is
compared to Operating activities in 2005 provided $1,175,000 of cash compared to
using $1,031,000 of cash in 2004. The increase in 2005 was primarily due to an
increase in operating income, and cash used in 2004 was largely because of a
lower level of sales.

Investing activities.  Cash used by investing activities totaled ($658,000) for
the twelve months ended December 31, 2006. Investing activities in 2005 provided
$220,000 of net cash compared to the cash used of $300,000 in 2004. Our
investing activities primarily consist of capital expenditures related to
purchases of property and equipment. We received $0, $844,000 and $51,000 of
cash from proceeds from sale of property and equipment in 2006, 2005 and 2004,
respectively.

Financial activities.  During the twelve months ended December 31, 2006, cash
provided by financing activities was $203,000 consisting of proceeds from
economic development grant of $392,000, and offset by payments on outstanding
notes payable and assets under capital lease of $290,000. Capital in the amount
$101,000 was also contributed during the year ended December 31, 2006. Financing
activities in 2005 used $323,000 of cash compared to cash provided of $1,205,000
in 2004. During 2005, $323,000 of cash was repayment of long-term debt, and
during 2004, we received $1,205,000 of proceeds of long term debt.

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
$3,487,500 subject to the level of qualifying sales invoiced and a bank
overdraft of $161,400. Interest rates are calculated with reference to bank base
rates. At December 31, 2006, interest on invoice discounting facility was
charged at 1.65% 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 June 30,
2007 and December 31, 2006, respectively:
<TABLE>
<CAPTION>

                                Balance at      Balance at
     Description              June 30, 2007   December 31, 2006             Term
--------------------------- --------------- ------------------- --------------------------------

                               <c>              <c>                      <c>
Bank loan                    $     517,000   $      447,000      5 year term commencing Jun 2002
Loans from related party     $      82,000   $       82,000
Finance lease agreements     $     102,000   $      108,000      Mix of 5 & 10 yr term commencing
                                                                  August 2002 to Dec 2006
------------------------------------------------------------------------------------------------
       Total                 $     701,000   $      637,000

</TABLE>

In the fourth quarter of 2006, an additional loan of $328,500 was taken out with
HSBC Asset Finance to fund the purchase of capital equipment to increase our
service offering. The loan is repayable in monthly installments of $5,500 over
a 5 year term.

As of the date of this report, 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 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 work 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

We do 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
perations.


                            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 is
small. To date the company has only incurred one bad debt to the value of
$35,000.

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.

Newly Issued Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No. 115". The fair value option established by this statement permits
all entities to choose to measure eligible items at fair value at specified
elections dates. A business entity shall report unrealized gains and losses on
items for which the fair value option has been elected in earnings (or
performance indicator if the business entity does not report earnings) at each
subsequent reporting date. The statement is effective as of the beginning of an
entity's fiscal year that begins after November 15, 2007.

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.

None of the above new pronouncements has current application to the Company but
will be implemented in the Company's future financial reporting when applicable.




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


Interest Rate Risk

As of December 31, 2006, the Company was exposed to changes in interest rates
relating to its factoring facility and other debt obligations. The factoring
facility bears interest at a variable rate of 1.65% above the Bank of England
base rate. The Company's outstanding borrowings on the factoring facility,
including a bank loan, were approximately $447,000 as of December 31, 2006. The
remainder of the Company's interest-bearing debt obligations, including finance
lease obligations, is denominated in British pounds and bears interest at a
fixed rate. As of December 31, 2006, the face amounts of the outstanding
borrowings on these fixed rate debt obligations were approximately $108,000.
If interest rates were to change by a full percentage point, the net impact
on interest expense would be approximately $25,000 per year.

Foreign Currency Risk

The Company faces foreign currency risks primarily as a result that the
functional currency of the Company's operations in the UK is the British Pound
Sterling. Results of operations and cash flows are translated at average
exchange rates during the period while specific investing and financing
activities are translated at rates in affect at the time of the cash inflow or
outflow. Assets and liabilities are translated at end-of-period exchange rates.
Translation adjustments are shown as a separate component of stockholders'
equity.  Foreign currency transaction gains or loss are included in the
determination of net income. For the year ended December 31, 2006, the Company
recorded a foreign currency translation loss of approximately $1.29 million, and
for the years ended December 31, 2005 and 2004, the Company recorded a foreign
currency translation loss of approximately $1.67 million and gain of $1.03
million, respectively.

The Company has not entered into any foreign currency derivative financial
instruments; however, it may choose to do so in the future in an effort to
manage or hedge its foreign currency risk.



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

On January 10, 2007, the Company engaged Child, Van Wagoner & Bradshaw, PLLC, as
its independent registered accountant, and Demetrius & Company, LLC, the
independent accountant who was previously engaged as the principal accountant
to audit the Company's financial statements, resigned.  The decision to change
principal independent accountant was approved by the Board of Directors of the
Company.

None of the reports of Demetrius & Company, LLC, on the Company's financial
statements for either of the past two years or subsequent interim periods
contained an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles. During that
time period, no "reportable events" occurred, as that term is defined in Item
304 (a)(1)(v) of Regulation S-K.

There were no disagreements between the Company and Demetrius & Company, LLC,
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of Demetrius & Company, LLC would have caused them to make
reference to the subject matter of the disagreement in connection with its
report.  Further, Demetrius & Company, LLC 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 Demetrius & Company, LLC 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 Demetrius & Company, LLC 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, 2005.

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, 2006, 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, 2006. The Company's management concluded that, as of December
31, 2006, 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 2006 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.



                                        PART III




ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


Directors and Executive Officers

Each of our directors is elected by the shareholders 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         35    President, Chief Financial Officer and Director
Shaun Ashmead       40    Managing Director of Axiom Manufacturing Services Ltd.
Vivian Lee-Yu Lam   38    Secretary and Director
Woon Chew Chai      48    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;

    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, or
by 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% shareholders 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% shareholders were satisfied during the fiscal
year ended December 31, 2006.



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 $166,481 in salary and approximately $15,289 in pension in 2006,
approximately $145,602 in salary and $13,832 in pension on 2005 and
approximately $122,792 in salary and approximately $4,789 in pension in 2004.
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 the
compensation 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-Term 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 from 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, 2006, by 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.

<TABLE>
<CAPTION>

                        Name and Address              Number of Shares        Percentage
 Title of Class        of Beneficial Owner            Beneficially Owned     of the Class
---------------  ------------------------------  ----------------------   -----------------

                        <c>                              <c>                 <c>
  Common Stock    Great Admirer Ltd. (i)                17,601,002            94.8% (ii)
                  99 Queen's Road, Central
                  Hong Kong

		     Shaun Ashmead			               600               * (iii)
		     94 Lakeside Way, Nantyglo
		     Ebbw Vale, Gwent
		     NP23 4AL, South Wales, UK
-------------------------------------------------------------------------------------------

</TABLE>

   (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, 2006.

   (iii) Less than one percent.

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

During the year ended December 31, 2006, the Company received additional funding
of $50,000 from related parties and also converted $250,000 of related party
debt to equity. $200,000 of these funds was lent to the Company by the ultimate
parent company South Sea Petroleum Holdings Limited of Hong Kong. At
December 31, 2006, the Company had outstanding loans to affiliates in the amount
of approximately $82,000.

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

On March 8, 2002, in connection with our organization, we issued 5,000,000
shares of our common stock to Waywood Investment Ltd., the promoter of the
Company, for services valued at $500.



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, 2006, 2005 and 2004 and
reviews of the Company's interim financial statements included in the Company's
Forms 10-K for fiscal 2006, 2005, and Form 10-KSB for fiscal 2004 were $55,000,
$39,700 and $39,000 respectively.

(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:  The aggregate fees billed by the Company's auditors for taxation
services amounted to $3,500 in 2005 ($1,950 in 2005 and $0 in 2004,
respectively) for preparation of the Company's 2003 Corporate Income Tax return.

(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 2006, 2005 and 2004.





                                    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      Certifications pursuant to Section 302 of the Sarbanes-Oxley Act
              of 2002

    32.1      Certifications 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: October 16, 2007


By: /s/ 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.



/s/ Jacinta Sit
----------------
Jacinta Sit
President and Chief Financial Officer
(Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer) and Director

Date:  October 16, 2007



/s/ Vivian Lee-Yu Lam
-----------------------
Vivian Lee-Yu Lam
Director and Secretary

Date:  October 16, 2007










                           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-4

Consolidated Statement of Changes in Stockholders' Equity..............    F-5

Consolidated Statements of Cash Flows..................................    F-6

Notes to Consolidated Financial Statements.............................    F-8








        Report of Independent Registered Public Accounting Firm


Officers and Directors
Oxford Technologies, Inc.

We have audited the accompanying consolidated balance sheet of Oxford
Technologies, Inc. (the "Company") as of December 31, 2006, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the year ended December 31, 2006.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.  The consolidated
financial statements for the year ended December 31, 2005 and for the period
from inception to December 31, 2005 were audited by other auditors whose report
dated April 21, 2006 expressed an unqualified opinion on those financial
statements.

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 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 financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2006, and the results of its operations, stockholders' equity and
its cash flows for year ended December 31, 2006, in conformity with generally
accepted accounting principles in the United States of America.




/s/ Child, Van Wagoner & Bradshaw, PLLC
---------------------------------------
Child, Van Wagoner & Bradshaw, PLLC
Certified Public Accounts
Salt Lake City, Utah
September 13, 2007













                               OXFORD TECHNOLOGIES, INC.
                              CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>


                                                                    December 31,    December 31,
                                                                       2006            2005
                                                                   -------------  --------------
                                                                     US $,000         US$,000

                                   ASSETS

                                                                     <c>            <c>
Current assets:
Cash and cash equivalents.....................................     $       165     $       556
Accounts receivable...........................................           4,464           5,586
Inventory.....................................................           5,310           5,987
Deferred income taxation, current portion.....................               -             201
Other current assets..........................................             503             416
                                                                  ------------    -------------
   Total Current Assets.......................................          10,442          12,746

Property and equipment, net of accumulated depreciation
  of $32,244 and $24,498 as of Dec. 31, 2006 and
  2005, respectively..........................................          12,612          14,004

Other long-term assets
Deferred income taxes, non-current portion....................             617             134
                                                                  -------------    ------------
    Total Assets..............................................     $    23,671     $    26,884
                                                                  =============    ============



                   LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
Accounts payable..............................................     $     4,008     $     5,764
Accounts payable, related party...............................              82               -
Notes payable, current portion................................              18           2,642
Taxes payable.................................................             415             668
Accrued expenses and other payables...........................             985             504
Capital leases, current portion...............................             194               -
Deferred income, current portion..............................             893             639
                                                                  -------------   -------------
   Total Current Liabilities..................................           6,595          10,217

Long-term Liabilities:
Deferred income, non-current portion..........................             866           1,248
Capital leases, non current portion...........................             342             215
Notes payable, non-current portion............................               -             312
                                                                  -------------   -------------
   Total Long-term Liabilities................................           1,208           1,775
                                                                  -------------   -------------
Total Liabilities.............................................           7,803          11,992

Stockholders' Equity:
Preferred stock, $.0001 par value, 20,000,000 shares authorized,
  none issued and outstanding at December 31,2006 and 2005.                  -               -
Common stock, $.0001 par value, 80,000,000 shares authorized,
  18,564,002 shares issued and outstanding at December 31, 2006 and 2005     2               2
Additional paid in capital....................................          33,277          32,927
Accumulated other comprehensive income........................           (158)           1,134
Accumulated deficit...........................................        (17,253)        (19,171)
                                                                  -------------  --------------
   Total Stockholders' Equity.................................          15,868          14,892
                                                                  -------------  --------------
   Total Liabilities and Stockholders' Equity.................    $     23,671    $     26,884
                                                                  =============  =============






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

</TABLE>







                                OXFORD TECHNOLOGIES, INC.
                          CONSOLIDATED STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>


                                              	                         Years Ended December 31,
                                                              --------------------------------------------
                                               	                    2006            2005          2004
                                                              --------------- -------------- --------------
(Dollars in thousands except per share data)                       US$,000         US$,000       US$,000


                                                                   <c>             <c>           <c>

Net Sales..............................................        $      36,743   $      30,684  $     27,818
Cost of Sales..........................................               33,362          27,788        25,572
                                                              ---------------  -------------   -----------
Gross Profit...........................................                3,381           2,896         2,246

Operating Expenses
 Restructuring cost....................................                    -               -           275
 Selling, general and administrative...................                3,029           3,186         2,653
                                                              ---------------  --------------  -----------

     Operating Income/(Loss)...........................                  352           (290)         (682)

Other Income and Expenses
 Rental income.........................................                  940             609           553
 Economic development grant............................                  737             677           682
 Gain on sale of land..................................                    -             364             -
 Interest income.......................................                   24               -             -
 Interest expense......................................                (262)           (221)         (190)
                                                              ---------------  --------------  -----------
     Net income before income tax benefit..............                1,791           1,139           363
                                                              ---------------  --------------  -----------

Income tax benefit.....................................                  127             335             -
                                                              ---------------  --------------  -----------
Net income (loss)......................................        $       1,918    $      1,474    $      363
                                                              ===============  ==============  ===========

Basic and diluted income per share.....................        $        0.10    $       0.08    $     0.02
                                                              ===============  ==============  ===========

Weighted average common shares outstanding.............           18,564,002      18,564,002    18,564,002
                                                              ===============  ==============  ===========



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



</TABLE>




                               OXFORD TECHNOLOGIES, INC.
             CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>


                                                                                   Accumulated
                                                                     Additional      Other         Total     Total      Total
                                        Preferred         Common    Paid in  Comprehensive Accumulated Stockholders'Comprehensive
                                     Shares      Amount  Shares  Amount Capital    Income (Loss) Deficit    Equity   Income (Loss)
                                   ------------------- -------- ------- ---------- ------------- --------- ---------- ------------
                                              USD$,000         USD $,000    USD$,000    USD$,000  USD$,000  USD$,000   USD$,000


                                    <c>       <c>        <c>      <c>       <c>        <c>         <c>       <c>       <c>
Balance, January 1, 2004               -   $     -   18,564,002 $     2  $  32,927  $    1,764  $ (21,008)  $  13,683

Comprehensive income:
 Net income for the year                -        -           -         -         -            -        363       363      363
 Cumulative foreign currency translation adjustment          -         -         -         1,033        -      1,033    1,033
                                                                                                                       ------
 Net comprehensive income for the year  -       -             -        -         -            -        -          -     1,396
                                    ---------  ------- ----------- --------- ---------  ---------- -------- ---------  ======
Balance, December. 31, 2004             -       -    18,564,002        2    32,927        2,797    (20,645)   15,801

Comprehensive income:
 Net income for the year                -       -           -         -         -            -       1,474    1,474     1,474
 Cumulative foreign currency translation adjustment         -         -         -       (1,663)         -    (1,663)   (1,663)
                                                                                                                      -------
 Net comprehensive loss for the year    -       -           -         -         -            -          -        -       (189)
                                    ------  --------  ----------- -------- --------  ----------    -------- --------  ========
Balance, December 31, 2005              -       -    18,564,002       2    32,927       1,134      (19,171)  14,892

Contributed capital                     -       -           -        -       350          -             -      350
Comprehensive income:
 Net income for the year                -       -           -        -        -           -          1,918   1,918     1,918
 Cumulative foreign currency translation adjustment         -        -        -       (1,292)            -  (1,292)   (1,292)
                                                                                                                      -------
 Net comprehensive incomes for the year -       -           -        -        -          -              -        -       626
                                   ------- ---------  ---------- --------- --------  ---------  --------   --------   =======
Balance, December 31, 2006              -       -     18,564,002 $   2   $ 33,277   $   (158)  $ (17,253)  $ 15,868
                                  ======== =========  ========== ========= ========  ========= =========   ========



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


</TABLE>






                                        OXFORD TECHNOLOGIES, INC.
                                 CONSOLIDATED STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                             Years Ended December 31,
                                                                 ----------------------------------------------
                                                                        2006           2005           2004
                                                                 ----------------- -------------- -------------
                                                                      US $,000        US $,000      US $,000

                                                                    <c>               <c>           <c>
Cash Flows from Operating Activities:
Net income...................................................    $       1,918     $     1,474     $     363
Adjustments to reconcile net income to net cash
 provided by operating activities:
  Depreciation and amortization..............................              758             895           671
  Deferred taxation..........................................            (617)           (134)             -
  Amortization of grant received.............................            (737)           (639)         (682)
Changes in operating assets and liabilities:
  Accounts receivable........................................            2,054             972         (705)
  Inventory..................................................            1,513           (743)            32
  Other assets...............................................            (144)           (257)             2
  Accounts payable...........................................          (2,572)           (509)          (81)
  Accounts payable, related party............................               36               -             -
  Taxes payable..............................................              202             266         (337)
  Accrued expenses and other payables........................          (2,389)             141         (387)
  Deferred income............................................                -           (291)            93
                                                                ---------------  --------------  ------------
  Cash provided by (used in) operating activities............               22           1,175       (1,031)


Cash Flows from Investing Activities:
Purchase of property and equipment...........................            (658)           (624)         (351)
Proceeds from sale of property and equipment.................                -             844            51
                                                                ---------------  --------------  ------------
 Cash provided by (used in) investing activities.............            (658)             220         (300)


Cash Flows from Financing Activities:
Contributed capital.........................................               101               -             -
Proceeds from economic development grant....................               392               -             -
Principal payments on notes payable.........................              (71)           (323)             -
Principal payments on capital leases........................             (219)               -             -
Proceeds from notes payable.................................                 -               -         1,205
	                                                          ---------------  -------------- -------------
 Cash provided by (used in) financing activities............               203           (323)         1,205


Effect of foreign currency translation on cash..............                42           (535)         (157)
                                                               ----------------  ------------- -------------

Net increase/(decrease) in cash & cash equivalents..........             (391)             538         (283)
                                                               ----------------  ------------- -------------
Cash and Cash Equivalents, Beginning........................    $          556    $         18  $       301
                                                               ----------------  ------------- -------------
Cash and Cash Equivalents, Ending...........................    $          165    $        556  $        18
                                                                ===============  ============= =============



Supplemental cash flow information:

Cash Payments For:

   Interest..................................................   $          262     $       221   $       190
                                                                ==============   =============  ============
   Income taxes..............................................   $            -     $         -   $         -
                                                                ==============   =============  ============

Non-cash Investing and Financing Activities:

   Conversion of debt to equity..............................    $         250    $          -   $         -
                                                                ==============   ==============  ============
   Equipment obtained under capital lease obligation.........    $         356    $          -   $         -
                                                                ==============   ==============  ============






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


</TABLE>






                             OXFORD TECHNOLOGIES, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2006 and 2005



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 shareholder 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.

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.

Revenue Recognition

Sales revenues are generally recognized when the products are shipped to the
customers or services are rendered, net of discounts, returns and allowance. 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, 2006 and 2005 and thus has 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 asset classes as follows:

       Buildings & 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 bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

Fair Value of Financial Instruments

The carrying amounts of the Company's financial instruments, which include cash,
accounts receivable, accounts payable, and accrued expenses are representative
of their fair 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, 2006, 2005
and 2004 includes foreign exchange 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 statements.

Restructuring

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

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No 115."  The fair value option established by this statement permits
all entities to choose to measure eligible items at fair value at specified
election dates. A business entity shall report unrealized gains and losses on
items for which the fair value option has been elected in earnings (or another
performance indicator if the business entity does not report earnings) at each
subsequent reporting date. This statement is effective as of the beginning of
an entity's first fiscal year that begins after November 15, 2007.

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

None of the above new pronouncements has current application to the Company but
will be implemented in the Company's future financial reporting when applicable.

2.  PROPERTY AND EQUIPMENT

Property, plant and equipment at December 31, 2006 and 2005 consisted of the
following:

                                   	             2006             2005
                                   	       --------------   -------------
                                    	     US'000            US'000

Building & building improvements            $   18,106       $    15,818
Machinery & equipment                           19,518            16,472
Fixtures and fittings                            7,233             6,212
                               	       -------------   -------------
                                  	            44,857            38,502
Less: accumulated depreciation                (32,244)          (24,498)
                                	       -------------  --------------
                           Total            $   12,613     $      14,004
                               	       ============   ==============

Depreciation and amortization expenses amounted to $758,000, $895,000 and
$671,000 for the years ended December 31, 2006, 2005 and 2004 respectively.

3.  INVENTORIES

Inventories at December 31, 2006 and 2005 consisted of the following:

                                         2006           2005
                                   --------------   -------------
                                       US'000           US'000

      Raw Materials                  $   3,080       $    3,842
      Work in progress                   1,734            1,924
      Finished Goods                       496              221
                                   -------------    -------------
                   TOTAL             $   5,310       $    5,987


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 $5.1 million. 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 1.65% above the Bank of England base rate.

5.  NOTES PAYABLE

The Overdraft facility of $195,860 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.

The bank loans were provided by HSBC to assist in the purchase of Surface Mount
Technology (SMT) to enable the Company to compete in the EMS market place. The
loan was taken in June 2002 for a five year period expiring in May 2007.
Quarterly payments including principal and interest of 17.3% per annum total
$18,475. The loan is secured against the SMT equipment acquired.

6.  CAPITAL LEASES

The Company is leasing Multifunctional Placement Machine from HSBC Finance. The
lease term is five years with an expiration date of August 2007. At the end of
the lease the equipment will be owned by the Company. Quarterly payments
including principal and interest at 17.4% are $8,741.

The Company is leasing Wayne Kerr test platforms from HSBC Asset Finance. The
lease term is five years with an expiration date of June 2007. At the end of the
lease the equipment will be owned by the Company. Quarterly payments including
principal and interest at 18.4% are $17,464.

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. Quarterly payments including principal
and interest at 3.97% are $2,897.

The Company is leasing Wayne Kerr test platforms from HSBC Asset Finance. The
lease term is five years with an expiration date of June 2007. At the end of
the lease the equipment will be owned by the company. Quarterly payments
including principal and interest at 3.97% are $1,168.

The Company is currently leasing seven computers from Dell. The computers are
being leased for 35 to 36 months with leases expiring as late as September 2009.
At the end of the lease the Company plans to purchase the equipment. Monthly
payments including principal and interest range from $189 to $1,086.

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. Quarterly payments
including principal and interest are $5,512.

Future minimum lease payments are as follows:

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

       2007                   $       193
       2008                           130
       2009		                    121
	 2010	                           86
       2011                            15
   Less Interest Portion	        (9)
   Less current Portion             (194)
                              -----------
   Long Term Portion          $       342
                              ===========

These assets are being depreciated over their estimated useful economic lives
and are included in the depreciation expenses for the years ending December 31,
2006 and 2005.

Asset Balances at December 31 are as follows:

                                           2006             2005
                                     --------------    ---------------
                                         US$,000           US$,000
          Class of Asset:
          Machinery & Equip          $       1,171      $    1,032
          Less: Accum Depreciation           (552)           (401)
                                     -------------     ---------------
                      Total          $         619      $      631


7.  OPERATING LEASES

The Company is leasing a vehicle from BMW Financial Services. The lease
agreement runs for three (3) years beginning June 2005 and the Company is
obligated to pay monthly payments of $924.

The Company is leasing a vehicle from Lombard Vehicle Management. The lease
agreement runs for four (4) years beginning September 2005 and the Company is
obligated to pay monthly payments of $723.

The Company is leasing six (6) vehicles from Sinclair Finance. Each lease runs
for three (3) years. The lease agreements began in March 2004, June 2005, July
2005 and June 2006. The payments on the lease agreements are $646, $696, $715,
$991, $1358 and $392; 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 $2,576. The lease
expires in October 2008.

Future minimum lease payments are as follows:

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

            2007                $       103
            2008                         81
            2009                         22
                               ------------
            Total               $       206


8.  DEFERRED INCOME

In July 2002, the Company received a grant aid of $4.7 million from the Welsh
Assembly Government. Further grant aid in the amount of approximately $392,000
was received in September 2006. This funding was made available 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 repayment of part or
the entire grant under certain circumstances. The Company has treated the grant
in aid as deferred income and recognizes monthly amortization of the grant.

The Company plans to amortize the grant as follows:

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

            2007                   $      893
            2008                          866
                                   -------------
            Total                       1,759
       Less Current Portion             (893)
                                   -------------
       Long-Term Portion           $      866


9.   SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

The main expense categories within this category and the values expensed during
the years ended December 31, 2006, 2005, and 2004 are shown below:

                                    2006           2005            2004
                              ---------------  -------------  -------------
                                 USD$,000        USD $,000       USD$,000

Facilities & Maintenance      $      900       $       940     $     900
Other personnel costs              1,112               870           730
Bank charges                         261               305           359
Advertising & promotion              164               218           195
Indirect Materials                   341               187           120
Travel                                80                73            96
Other                                171               258           253
			            -------------     ------------   -----------
          TOTAL               $    3,029        $    3,186      $  2,653


10.  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, 2007.

11.  INCOME TAX

The Company's subsidiary, Axiom has UK carry forward losses amounting to
$23,284,000 and $25,163,000 in 2006 and 2005 respectively. The components of the
deferred tax asset and the related tax benefit, based upon UK corporate tax
rates of 30%, are as follows:

Deferred tax asset:
                                             2006               2005
                                      -----------------   -----------------
                                 	       US $,000           US $,000

Net operating loss carry forward       $     23,284        $       25,163
Deferred tax assets (30%)                     6,985                 7,548
Valuation allowance                 	  (6,368)               (7,213)
Net deferred tax assets         	   $        617        $          335
                                	  ===============      ===============

The balance of the deferred taxation account consists of the tax effect of
timing differences in respect of:

		                                     2006          2005
                                          ---------------  --------------
                                             US $'000         US $'000

Excess of depreciation over
  taxation allowances on fixed assets        $     262       $    134
Tax losses available                               355            201
Deferred tax assets                          $     617       $    335
                                          ==============   =============

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

                                               2006           2005
                                         --------------   --------------
                                             US $,000        US $,000

Standard rate corporation tax charge        $     537      $      342
Non-deductible expenses                           237               5
Unused NOL                                      (874)           (413)
                                          -------------   --------------
Total income tax (benefit)                  $   (100)      $     (66)
                                          =============   =============

12.  BENEFIT PLANS

The Company maintains a defined contribution plan for all its employees. The
Company's contribution to the plan was $119,157, $106,519 and $133,026 for the
years 2006, 2005 and 2004 respectively.

13.  RELATED PARTY TRANSACTIONS

During the year ended December 31, 2006, the Company received additional funding
of $50,000 from related parties and also converted $250,000 of related party
debt to equity. $200,000 of these funds was lent to the Company by the ultimate
parent company South Sea Petroleum Holdings Limited of Hong Kong. At
December 31, 2006, the Company had outstanding loans to affiliates in the amount
of approximately $82,000.

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

14.  RESTRUCTURING COSTS

During 2004, the Company recorded pre-tax restructuring of $275,000, relating
to downsizing and realigning the business structure from (OEM) Original
Equipment Manufacturing to EMS (Electronics Manufacturing Services).  The charge
is primarily related to employee termination benefits. Following its transition
from a large scale manufacturing operation for Aiwa to a small/medium sized EMS
with a small customer base there was a necessity to significantly downsize the
headcount of the Company to ensure the successful transition to a competitive
EMS. Through 2004 further adjustments were still being made to the
organizational structure to refocus the business as a customer facing EMS. The
skills required for a business of this type are substantially different to those
needed for a multinational OEM. For example, as an OEM there were no sales staff
and the procurement roles were largely progress chasing rather than negotiating
prices with suppliers. A number of individuals were made redundant to further
realign and streamline the indirect headcount and reduce the Company's cost
base. This cost is the restructuring cost incurred in 2004 and resulted in
lower indirect headcount costs as a result of which the Company was able to
record its first profit. The lower cost base and improved organization
structure and shape will enable the business to continue to be profitable in
future years. Further restructuring costs are not anticipated at present.

15.  CONCENTRATION

Five customers represent eighty one percent (81%), eighty percent (80%) and
seventy three percent (73%) of sales respectively in 2006, 2005 and 2004. Five
customers represent seventy nine percent (79%), seventy three percent (73%) and
seventy four percent (74%) of Accounts Receivable respectively in 2006, 2005
and 2004.