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

                              FORM 10-KSB

(Mark One)

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

              For the Fiscal Year Ended December 31, 2002

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

                       Commission File No. 000-49854

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

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

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

                   Issuer's telephone number:  (908) 412-9273
                 -----------------------------------------------

           SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT

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

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

<PAGE>

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in the form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form
10-KSB.     [X]

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

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

State the number of shares outstanding of each of the issuer's classes of
common equity:   As of March 27, 2003: 18,564,002 shares of common stock,
par value $.0001 per share, were outstanding.

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


<PAGE>                                2


                              TABLE OF CONTENTS



PART I

ITEM 1.  Description of Business......................................    4
ITEM 2.  Description of Properties....................................   11
ITEM 3.  Legal Proceedings............................................   11
ITEM 4.  Submission of Matters to a Vote of Security Holders..........   11

PART II

ITEM 5.  Market For Common Equity and Related Stockholder Matters.....   12
ITEM 6.  Management's Discussion and Analysis or Plan of Operations...   13
ITEM 7.  Financial Statements.........................................   20
ITEM 8.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure..........................   44

PART III

ITEM 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16(a) of the Exchange Act............   44
ITEM 10. Executive Compensation.......................................   46
ITEM 11. Security Ownership of Certain Beneficial Owners
         and Management...............................................   46
ITEM 12. Certain Relationships and Related Transactions...............   46
ITEM 13. Exhibits and Reports on Form 8-K.............................   47

SIGNATURES

CERTIFICATIONS


<PAGE>                                   3




Item 1.  Description of Business

Acquisition of Axiom Manufacturing Services Limited

On January 24, 2003, Waywood Investment Limited, the sole shareholder of Oxford
Technologies Inc. (the "Company"), entered into a Stock Purchase Agreement with
Great Admirer Limited, a Hong Kong corporation, ("Great Admirer"), pursuant to
which Great Admirer acquired 4,250,000 shares of common stock of the Company
owned by Waywood Investment Limited for a aggregate consideration of $42,500
in cash.  As a result, Great Admirer owned 85% of the Company's then issued and
outstanding shares.  The Company filed a Current Report on Form 8-K on January
27, 2003 to report the share acquisition.

On February 12, 2003, the Company entered into a Share Exchange Agreement with
Great Admirer, pursuant to which the Company issued 13,564,002 shares of its
common stock to Great Admirer in exchange for all issued and outstanding
ordinary shares of Axiom Manufacturing Services Limited ("Axiom") on a one-to-
one basis (the "Acquisition").  Axiom is an electronics manufacturing
service provider in the United Kingdom, and a wholly owned subsidiary of Great
Admirer.  As a result of the Acquisition, Axiom becomes the Company's wholly
owned subsidiary. Following the Acquisition, the Company's sole officer and
director resigned, and new officers and directors were elected.  See Item 9.
"Directors, Executive Officers, Promoters and Control Persons, Compliance with
Section 16 (a) of the Exchange Act."  The Company filed a current Report on
Form 8-K on February 18, 2003 reflecting the Acquisition.

Oxford Technologies Inc.

Oxford Technologies Inc. was incorporated in the State of Delaware on March 8,
2002 as a blank check company for the purpose of either merging with or
acquiring an operating company with operating history and assets. It has been
a developmental stage company since its inception.

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

At December 31, 2002, the Company had no operating history, no cash assets or
other assets, and had no revenues from operations.  The sole shareholder of
the Company agreed to pay all expenses of the Company without any expectation
of repayment until it effected a business combination.

In 2002, the Company's business plan was to seek, investigate, and if such
investigation warrants, consummate a merger or other business combination,
purchase of assets or other strategic transaction with a business entity
desiring the perceived advantages of becoming a publicly reporting
corporation. The Company consummated the Acquisition in February 2003.

<PAGE>                                4


Axiom Manufacturing Services Limited

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

Prior to its acquisition by Great Admirer Limited in April 2002, Axiom was
a wholly-owned subsidiary of Aiwa Europe Limited, which was 100%-owned by
Aiwa Co. Limited of Japan.  As the sole original equipment manufacturer of
Aiwa's own-brand consumer electronics products in Europe, Axiom was
responsible for manufacturing Aiwa brand consumer electronics products,
primarily audio and visual products, on behalf of Aiwa Japan, for
distribution in the UK, France, Germany, Netherlands and Poland.

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

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

Axiom's Business

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

<PAGE>                                 5



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

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

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

Axiom's Services

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

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

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

Product Assembly and System Integration. Axiom offers assembly and
manufacturing services that include assembly of subsystems of electronics
products, which include multiple components, and the final assembly and
integration of complete products that incorporate printed circuit board

<PAGE>                             6


assemblies, complex electromechanical subassemblies, enclosures, power
supplies and other components.  Axiom builds a wide range of final products
and it believes it is well positioned to take advantage of the anticipated
acceleration in outsourcing of final product assembly and integration.  In
addition, Axiom's build-to-order and configure-to-order capabilities
complement its expertise in final product assembly by allowing it to
postpone the final configuration of its customers' products until actual
end-user specifications are received, thus reducing finished inventory levels
for Axiom and its customers.

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

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

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

Business Strategy

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

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

Focus on High-End Products in High Growth Sectors.  Electronics
manufacturing services providers produce products for a wide range of
original equipment manufacturers in different high growth industries, such

<PAGE>                              7


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

Deliver Complete High and Low Volume Manufacturing Solutions Globally. Axiom
believes original equipment manufacturers are increasingly requiring from
electronics manufacturing services providers a wide range of specialized
engineering and manufacturing services in order to reduce their costs and
accelerate their time-to-market and time-to-volume production. Building on its
integrated engineering and manufacturing capabilities, Axiom offers services
from initial product design and test to final product assembly and distribution
to the original equipment manufacturers' customers.  These full service
capabilities allow Axiom to offer customers the flexibility to move quickly
from design and initial introduction to production and distribution.

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

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

Marketing and Customers

Axiom markets its services through a direct sales force and independent
marketing representatives.  In addition, Axiom's divisional and executive

<PAGE>                                8


management teams are an integral part of its sales and marketing teams.
During 2002, Axiom's four largest customers, each represented in excess of
10% of total sales and, in the aggregate, represented 73% of total sales.

The following table sets forth the percentages of Axiom's sales by industry
for 2002, 2001 and 2000.

                                          Year ended December 31,

                                       2002      2001       2000
                                     -------   ---------   ------
Computer related products for
 business enterprises	              0.87%       0.09%	 0%
Telecommunications equipment	        0.00%       8.76%      0%
Video/Audio/Entertainment products    42.21%      8.76%      0%
Industrial control equipment          24.40%      27.44%     0%
Testing & instrumentation products	  5.50%       43.36%     0%
Medical devices                       27.02%      11.58%     0%
                                      ------     -------   ------
            TOTAL                     100%         100%      0%

Axiom's salespeople have knowledge of local markets, which Axiom believes
is critical to identifying new customers and developing new business
opportunities.  Axiom's direct sales force is complemented by several
independent firms who serve as its representatives in areas where Axiom
believes the most significant opportunities exist, and in areas where it
has no direct salespeople.

Suppliers

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

Research and Development

The market for Axiom's services is characterized by rapidly changing technology
and continuing process development.  Original equipment manufacturers are

<PAGE>                               9


demanding smaller, faster and higher performance products.  These demands
require increasingly complex engineering and manufacturing capabilities. Axiom
is committed to developing new design and manufacturing technologies and
enhancing its existing technologies.

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

Backlog

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

Competition

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

Governmental Regulation

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

Axiom periodically generates and temporarily handles limited amounts of
materials that are considered hazardous waste under applicable law.  Axiom

<PAGE>                              10


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

Employees

As of December 31, 2002, Axiom had 179 full-time employees, including 110
in production and quality, 18 in engineering, research and development, 30
in procurement and materials management, 1 in information systems, 2 in
program management, 6 in sales and marketing and 12 in executive and
administrative functions.  Given the variability in Axiom's business and
the quick response time required by its customers, it is critical that Axiom
be able to quickly ramp-up and ramp-down its production to maximize efficiency.
Therefore, Axiom may use skilled temporary labor as required.  No temporary
employees were employed as of December 31, 2002.

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


Item 2.  Description of Property

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


Item 3.  Legal Proceedings

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


Item 4.  Submission of Matters to a Vote of Security Holders

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

<PAGE>                               11




                                   PART II


Item 5.  Market for Common Equity and Related Stockholder Matters

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

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

Pursuant to the Rule 15g-9, unless the transaction is exempt, it shall be
unlawful for a broker or dealer to sell a penny stock to, or to effect the
purchase of a penny stock by, any person unless prior to the transaction:
(i) The broker or dealer has approved the person's account for transactions
in penny stock pursuant to this rule and (ii) the broker or dealer has
received from the person a written agreement to the transaction setting
forth the identity and quantity of the Penny Stock to be purchased. In order
to approve a person's account for transactions in Penny Stock, the broker or
dealer must: (a) obtain from the person information concerning the person's
financial situation, investment experience, and investment objectives; (b)
reasonably determine that transactions in Penny Stock are suitable for that
person, and that the person has sufficient knowledge and experience in
financial matters that the person reasonably may be expected to be capable
of evaluating the risks of transactions in Penny Stock; (c) deliver to the
person a written statement setting forth the basis on which the broker or
dealer made the determination (i) stating in a highlighted format that it
is unlawful for the broker or dealer to affect a transaction in Penny
Stock unless the broker or dealer has received, prior to the transaction,
a written agreement to the transaction from the person; and (ii) stating in
a highlighted format immediately preceding the customer signature line that
the broker or dealer is required to provide the person with the written
statement; and (iii) the person should not sign and return the written
statement to the broker or dealer if it does not accurately reflect the
person's financial situation, investment experience, and investment
objectives; and (d) receive from the person a manually signed and dated copy
of the written statement. It is also required that disclosure be made as
to the risks of investing in Penny Stock and the commissions payable to the
broker-dealer, as well as current price quotations and the remedies and rights
available in cases of fraud in Penny Stock transactions. Statements, on a
monthly basis, must be sent to the investor listing recent prices for the
Penny Stock and information on the limited market.

The Company's authorized capital stock consists of 80,000,000 shares of Common
Stock, par value $.0001 per share and 20,000,000 shares of Preferred Stock,
par value $.0001 per share. At March 27, 2003, there were 18,564,002 shares
of Common Stock outstanding and held of record by approximately 359
stockholders.  No shares of Preferred Stock have been issued, and the Board
has not designated the rights or preferences of any class or series of
Preferred Stock.

<PAGE>                                12



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

Recent Sales of Unregistered Securities

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

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

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


Item 6.  Management's Discussion and Analysis or Plan of Operation

Forward-Looking Statement

Statements contained in this Plan of Operation of this Annual Report on
Form 10-KSB include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which could cause the actual results of the Company, performance (financial
or operating) or achievements expressed or implied by such forward-looking
statements not to occur or be realized. Such forward-looking statements
generally are based upon the Company's best estimates of future results,
general merger and acquisition activity in the marketplace, performance or
achievement, current conditions and the most recent results of operations.
Forward-looking statements may be identified by the use of forward-looking
terminology such as "may," "will," "project," "expect," "believe,"
"estimate," "anticipate," "intends," "continue", "potential," "opportunity"
or similar terms, variations of those terms or the negative of those terms
or other variations of those terms or comparable words or expressions. (See
the "RISK FACTORS" section below for a description of certain of the known
risks and uncertainties of the Company.

Results of Operations

Axiom's functional currency is pound sterling.  For your convenience,
conversion of amounts from pound sterling into United States dollars have
been made at the unified exchange rate of 1 pound sterling = US $ 1.60440,
the approximate rate of exchange as of December 31, 2002.

<PAGE>                             13



Axiom completed its first full year of trading as a CEM on March 31, 2002
and generated revenues of $7.22 million and turned in a loss of just under
$4.33 million. New customers were added regularly such that by the end of
the year there were nine customers although 69% of the revenue came from
sales to two customers. Although losses were made these were attributed to:

  *   taking on low margin business to secure market share
  *   high staffing levels and therefore costs following the transfer from
      OEM to CEM
  *   high facility costs, a significant asset base was transferred from
      Aiwa to Axiom.

As of December 31, 2002 (nine months of operations) turnover was $10.94 million
and the latest forecast indicates that the full year figure at March 2003 will
be $14.44 million, an increase of 100% on the previous year. The number of
customers has now increased to 13 and there is now a concentration on winning
good quality, long-term customers who will provide growth and stability for
Axiom. Although Axiom has made losses to December 2002 of $2.65 million and
is projecting losses of $2.64 million at year-end, it made its first monthly
profit in November 2002 and is forecasting small profits in both February and
March 2003. Actions were taken in October 2002 to reduce headcount to more
normal levels and also to restructure the management team, this has resulted
in headcount being reduced to 181 from 200. Cash balances at December 31, 2002
were $67,400 with borrowings against the invoice discounting facility of
$57,800.

A new ERP computer system was introduced in November 2002 which will give
better control over production scheduling and procurement, and the benefits
of this should be reflected in Axiom's financial performance going forward.

In July 2002, Axiom received a grant of $3.85 million from the National
Assembly for Wales.  A further $962,000 is payable in 12 months time subject
to Axiom meeting criteria for headcount, and fixed asset purchases.

Results of Operations

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

Nine Months Ended December 31, 2002 Compared to Nine Months Ended December
31, 2001

Net Sales.  For the nine months ended December 31, 2002, revenues increased
$7.27 million, 198%, to $10.94 million from $3.67 million in the prior period.
The increase in revenue was primarily due to $5.34 million of growth in
revenues from existing customers, and $1.92 million of revenues from new
customers.

Gross Profit.  Cost of sales increased by 122% from $4.06 million for the
nine months ended December 31, 2001 to $9.05 million for the nine months
ended December 31, 2002.  This is largely as a result of the higher proportion

<PAGE>                              14


of low margin contracts undertaken during the business start up period from
April to December 2001.  Cost of sales represented 110% of revenues for the
nine months ended December 31, 2001 as compared to 82% for the same period of
the previous year.  As a result the gross loss of $385,000 in December 31,
2001 has been improved to a gross profit of $1.89 million in the nine months
to December 31, 2002.

Selling, General and Administrative Expenses.  Selling, general and
administrative expenses increased by 52.2% from $3.37 million for the nine
months ended December 31, 2001 to $5.12 million for the nine months to
December 31, 2002.  The increase was primarily due to higher costs in
facilities, insurance and bank borrowing costs.  Selling, general and
administrative expenses were 91.6% of revenues for the nine months to
December 31, 2001 as compared to 46.7% of revenues for the nine months ended
December 31, 2002.

Other Income.  Other income increased by 286% from $218,000 for the nine
months to December 31, 2001 to $842,000 for the nine months to December
31, 2002. The increase is primarily as a result of additional space being
rent out at the Newbridge facility. Further income in the nine months to
December 31, 2002 comes from governmental training support grant.

Extraordinary Costs.   Extraordinary costs (restructuring costs) decreased
by 34.5% from $414,000 in the nine months to December 31, 2001 to $271,000
in the nine months to December 31, 2002. The figure for the nine months to
December 31, 2001 reflects the restructuring undertaken following the transfer
of CEM business to Great Admirer Ltd. where as the figure to December 31, 2002
reflects a realignment of the organization to address business needs.

Liquidity and Capital Resources

At December 31, 2002, Axiom had cash and cash equivalents of $67,400 and a
maximum of $1.55 million of unused borrowing capacity under an invoice
discounting facility. However the funds available under the invoice
discounting facility are governed by the level of qualifying sales invoices
raised; at the end of December 2002 the maximum facility available was
$794,000.

During 2002, operations were funded primarily by cash generated from
operations and with $3.85 million of grant aid from the Welsh Development
Agency.  This funding was made available to safeguard jobs following the
decision by Aiwa Wales Manufacturing to end production of hi-fi units at
the Newbridge site.

Net cash provided by operating activities was $11.80 million for the nine
months ended December 31, 2002 and resulted primarily from sales of finished
product. This net cash figure was used in the operating activity of the
business.

Net cash used in investing activities for the nine months to December 31, 2002
was $687,000 and all related to capital expenditure. This expenditure included
$160,000 on a new computer system and operating equipment, and $489,000 on
test and placement machinery. Capital expenditure in the nine months to
December 31, 2001 totaled $12.40 million of which the purchase of the facility
at Newbridge accounted for $12.18 million.

<PAGE>                                 15



Net cash used in financing activities for the nine months to December 2002
was $98,000 consisting primarily of fees and interest for the operation of
our invoice discounting facility, $114,000, offset by interest earned on 14-day
deposit account of $16,000.

Our bank credit facility is composed only of an invoice discounting facility
with a maximum advance limit of $1,604,000 subject to the level of qualifying
sales invoiced.  At December 31, 2002, borrowings under this facility were
$58,000.  The applicable interest rates for the invoice discounting facility
are calculated with reference to Bank Base rates.  At December 31, 2002 the
interest rate on borrowings was 6.00% and the interest rate on credit balances
was 1.5%.

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

      Creditor             Description        Amount     Completion Date
--------------------  -------------------  ----------  -------------------
HSBC Invoice Finance   Invoice discounting   $58,000      Ongoing until
                                                          facility terminated
HSBC Equipment Finance  Asset Lease          $122,000     August 2007
HSBC Equipment Finance  Asset lease          $242,000     July 2007
---------------------------------------------------------------------------

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

Critical Accounting Policies and Estimates

On December 12, 2001, the SEC issued FR-60, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies." FR-60 is an intermediate step
to alert companies to the need for greater investor awareness of the
sensitivity of financial statements to the methods, assumptions, and estimates
underlying their preparation, including the judgments and uncertainties
affecting the application of those policies, and the likelihood that materially
different amounts would be reported under different conditions or using
different assumptions.

Axiom's major accounting policies are as follows:

Revenue Recognition.  Revenue is recognized under IAS 18 recommendations
which state that there are five criteria which must be satisfied in order to
recognize the revenue from the sale of goods:

 a)  the enterprise has transferred to the buyer the significant risks and
     rewards of ownership of the goods.

 b)  The enterprise retains neither continuing managerial involvement to the
     degree usually associated with ownership nor effective control over the
     goods sold.

<PAGE>                                 16


 c)  The amount of revenue can be measured reliably.

 d)  It is probable that the economic benefits associated with the
     transaction will flow to the enterprise.

 e)  The costs incurred or to be incurred in respect of the transaction
     can be accurately measured.

In general our sales are made under the terms of a Supply Agreement which
specify the terms of the arrangements, the points at which the risks and
rewards of ownership occur, the selling prices and payment terms.

Inventories.  Inventory is valued at the lower of cost and net realisable
value and reduced by any provision for obsolete stock figure. Customers may
cancel their orders, change production quantities or delay production for
a number of reasons beyond our control. Where possible, the cost of surplus
inventory as a result of these activities is charged back to the customer,
where the stock is not chargeable Axiom is left holding "obsolete" stock.
This stock is valued and a provision created which reduces the overall stock
valuation.

Accounts Receivable. Accounts Receivable is valued net of any bad debt
provision.

Bad Debt Provision.  The collectibility of an account is evaluated based on
correspondence between the customer and Axiom.  In the event that Axiom
believes an account will not be paid, a specific provision is booked against
this account and the total accounts receivable figure reduced to reflect a
true collectible figure.

Evaluation of Internal and Disclosure Controls

The management of the Company has evaluated the effectiveness of the
issuer's disclosure controls and procedures as of a date within 90 days
prior to the filing date of the report  (evaluation date) and has concluded
that the disclosure controls and procedures are adequate and effective based
upon their evaluation as of the evaluation date.

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

RISK FACTORS

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

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

<PAGE>                               17


condition of its customers in this industry could have a material adverse
impact on our business, operating results and financial condition.

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

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

Axiom May not be Able to Sell Excess or Obsolete Inventory to Customers or
Otherwise Which Could Have a Material Adverse Impact on its Financial Condition.
The majority of Axiom's inventory purchases and commitments are based upon
demand forecasts that its customers provide to it.  The customer forecast, and
any changes to the forecasts, including cancellations, may lead to on hand
inventory quantities and on order purchase commitments that are in excess of
the customer's revised needs, or that become obsolete.  Axiom is solely
responsible for excess and obsolete inventory resulting from inventory
purchases in excess of inventory needed to meet customer demand forecasts at
the time the purchase commitments were made. Therefore, Axiom must bear the
economic loss of any such excess or obsolete inventory which could have a
material adverse impact on its financial condition.  In 2002, Axiom recorded
a charge of $1.12 million to reduce the carrying value of excess and obsolete
inventory.

Long-Term Contracts are not Typical in the Electronics Manufacturing Services
Industry, and Reductions, Cancellations or Delays in Customer Orders Would
Adversely Affect Axiom's Operating Results.  As is typical in the electronics
manufacturing services industry, Axiom does not usually obtain long-term

<PAGE>                               18


purchase orders or commitments from its customers.  Instead, Axiom works
closely with its customers to develop non-binding forecasts of the future
volume of orders.  Customers may cancel their orders, change production
quantities from forecasted volumes or delay production for a number of reasons
beyond Axiom's control.  Significant or numerous cancellations, reductions or
delays in orders by Axiom's customers would reduce its net sales.  In addition,
because many of Axiom's costs are fixed, a reduction in net sales could have a
disproportionate adverse effect on its operating results.  From time to time
Axiom makes capital investments in anticipation of future business
opportunities.  There can be no assurance that Axiom will receive the
anticipated business.  If Axiom is unable to obtain the anticipated business,
its operating results and financial condition may be harmed.

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

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

<PAGE>                                19



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

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

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

Uncertainties and Adverse Trends Affecting the Electronics Industry or any
of Axiom's Major Customers May Adversely Affect its Operating Results. Axiom's
business depends on the electronics industry, which is subject to rapid
technological change, short product life cycles and pricing and margin
pressure.  In addition, the electronics industry has historically been
cyclical and subject to significant downturns characterized by diminished
product demand, rapid declines in average selling prices and production
over-capacity.  When these factors adversely affect its customers, Axiom may
suffer similar effects. Axiom's customers' markets are also subject to
economic cycles and are likely to experience recessionary periods in the
future.  The economic conditions affecting the electronics industry in
general or any of Axiom's major customers, in particular, including the
economic slowdown and heightened levels of uncertainty related to the
September 11 terrorist attacks in the United States, may adversely affect
Axiom's operating results.


Item 7.  Financial Statements

The audited financial statements of the Company as of December 31, 2002 are
included herewith.

<PAGE>                             20


The audited financial statements for Axiom at December 31, 2002 and for the
period from April 1 to December 31, 2002 are included herewith.




                             OXFORD TECHNOLOGIES CORP
                           (A Development Stage Company)

                           AUDITED FINANCIAL STATEMENTS

                                December 31, 2002



                              TABLE OF CONTENTS


                                                                      Page No.


Independent Auditor's Report..........................................   21

Balance Sheet as of December 31, 2002..................................  22

Statement of Operations and for the period from March 8, 2002
 (Inception) through December 31, 2002.................................  23

Statement of Stockholders' Equity for the period from March 8, 2002
 (Inception) through December 31, 2002.................................  24

Statement of Cash Flows for the period from March 8, 2002
 (Inception) through December 31, 2002.................................  25

Notes to Financial Statements..........................................  26



<PAGE>                                21



Stan J. H. Lee, CPA
a member firm of DMHD Hamilton Clark & Co.              Tel: (760) 612-1269
2182 Lemoine Ave., Suite 200                            Fax: (815) 846-7550
Fort Lee, NJ 07024                               E-mail: stanL@dmhdxcpa.com


                    INDEPENDENT PUBLIC ACCOUNTANTS' REPORT


The Board of Directors
Oxford Technologies Corporation
(A Development Stage Company)
Edison, NJ

I have audited the accompanying balance sheet of Oxford Technologies
Corporation (a development stage company) as of December 31, 2002, and the
related statements of operations, shareholders' equity and cash flows for the
period from March 8, 2002 (inception) to December 31, 2002. These financial
statements are the responsibility of the Company's management.  My
responsibility is to express an opinion on these financial statements based
on our audits.

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

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Oxford Technologies
Corporation (a Development Stage Company) as of December 31, 2002, and the
results of its operations and cash flows for the period from March 8, 2002
(inception) to December 31, 2002 in conformity with generally accepted
accounting principles in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company was only recently formed, has no revenues
and has not yet commenced any formal business operations.  This factor raises
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also discussed in Note 1.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.


/s/ Stan J. H. Lee, CPA /s/
---------------------------
Stan J. H. Lee, CPA
License # CC 23007
March 24, 2003
Fort Lee, New Jersey



<PAGE>                                  22



                          OXFORD TECHNOLOGIES CORPORATION
                           (A Development Stage Company)

                                   BALANCE SHEET
                               As of December 31, 2002


                                     ASSETS

CURRENT ASSETS ..................................................   $    0
                                                                    -------
   TOTAL CURRENT ASSETS .........................................        0
                                                                    -------
OTHER ASSETS.....................................................        0
                                                                    -------
  TOTAL OTHER ASSETS ............................................        0
                                                                    -------
TOTAL ASSETS.....................................................    $   0
                                                                    =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES .............................................    $   0
                                                                    -------
  TOTAL CURRENT LIABILITIES .....................................        0
                                                                    -------
STOCKHOLDERS' EQUITY
  Preferred stock, $.0001 par value, 20,000,000 shares
  authorized, none share issued and outstanding .................        0

  Common stock, $.0001 par value, 80,000,000 shares
  authorized, 5,000,000 shares issued and outstanding ...........      500

Contributed capital by controlling shareholder...................    5,350

Deficit accumulated during development stage ....................   (5,850)
                                                                   --------
   TOTAL STOCKHOLDERS' EQUITY ...................................       0
                                                                   --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......................   $   0
                                                                   ========



The accompanying notes are an integral part of these financial statements


<PAGE>                                  23




                          OXFORD TECHNOLOGIES CORPORATION
                           (A Development Stage Company)


                               STATEMENT OF OPERATIONS
            For the Period from March 8 (Inception) to December 31, 2002



REVENUE.........................................................   $     0
                                                                   -------
EXPENSES
   Administrative and general expenses..........................     5,350
   Organization costs...........................................       500
                                                                   -------
TOTAL EXPENSES..................................................     5,850
                                                                    ------

NET LOSS........................................................   $(5,850)
                                                                   ========

Net Loss Per Share
    - Basic......................................................  $(.0012)
                                                                   ========

Weighted Average Number of Common Shares Outstanding............  5,000,000
                                                                  ==========



The accompanying notes are an integral part of these financial statements




<PAGE>                                   24





                        OXFORD TECHNOLOGIES CORPORATION
                          (A Development Stage Company)

                STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

      For the Period from March 8, 2002 (Inception) to December 31, 2002

<TABLE>
<CAPTION>


                         Common Stock     Contributed Capital Deficit Accumulated
                     Shares      Amount     by controlling         During
                                             shareholder       Development Stage   Total
                 -------------- -------  -------------------  ------------------  --------

               <c>            <c>           <c>                 <c>             <c>
March 8, 2002
Issuance of
 common stock
 for service       5,000,000     $ 500             ---               ---           $ 500

Contributed capital
 by controlling
  shareholder         ---         ---             5,350              ---           5,350

Net loss for the period
 From March 8, 2002
 (Inception) to
 December 31, 2002    ---         ---              ---           $ (5,850)       (5,850)

Balance at
 December 31, 2002  5,000,000   $ 500           $ 5,350          $ (5,850)        $   0
                    =========   =====           ========         =========       =======


    The accompanying notes are an integral part of these financial statements

</TABLE>

<PAGE>                                  25



                         OXFORD TECHNOLOGIES CORPORATION
                          (A Development Stage Company)


                            STATEMENT OF CASH FLOWS

           For the Period from March 8 (Inception) to December 31, 2002


CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss .....................................................   $ (5,850)
  Adjustment to reconcile net loss to
   net cash provided by operational activities
     Net cash used in operating activities ......................         0
                                                                    --------
     Net cash used by operating activities.......................    (5,850)
                                                                    --------

CASH FLOWS FROM INVESTING ACTIVITIES ............................         0
                                                                    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock for service...........................       500
  Contributed capital by controlling shareholder.................     5,350
                                                                    --------
Net cash provided by financing activities........................     5,850
                                                                    --------

NET INCREASE (DECREASE)..........................................    $    0
                                                                    ========

Cash, Beginning of period........................................    $    0
                                                                    ========
Cash, End of period..............................................    $    0
                                                                    ========



The accompanying notes are an integral part of these financial statements


<PAGE>                                  26



                              OXFORD TECHNOLOGIES CORP.
                          (A DEVELOPMENT STAGE CORPORATION)

                            NOTES TO FINANCIAL STATEMENTS
                                 DECEMBER 31, 2002


1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Going Concern

    The accompanying financial statements have been prepared in conformity
    with the U.S. generally accepted accounting principles, which contemplate
    continuation of the Company as a going concern.  However, the Company was
    only recently formed, has incurred losses since its inception and has not
    net been successful in establishing profitable operations. These factors
    raise substantial doubt about the ability of the Company to continue as a
    going concern.  The management's plans include the acquisition of a
    suitable business venture to provide the opportunity for the Company to
    continue as a going concern. However, there can be no assurance that
    management will be successful in this endeavor.

    Waywood Investment Limited, the sole shareholder of the Company, agreed to
    provide services to the Company without reimbursements and to pay for all
    corporate, organizational, and other costs incurred by the Company without
    repayment until such time as a business combination is effected (see Note 3
    - "Related Party Transactions - Agreement") and have successfully met such
    financial obligations under the agreement to this date.

    Development Stage Company

    Oxford Technologies Corporation has been in the development stage since its
    formation on March 8, 2002. Planned principal operations have not commenced
    since then and the company has not generated any revenue.

    Basis of Presentation

    This summary of significant accounting policies of the Company is presented
    to assist in understanding the Company's financial statements. The financial
    statements and notes are representations of the Company's management who is
    responsible for their integrity and objectivity. These accounting policies
    conform to the U.S. generally accepted accounting principles and have been
    consistently applied in the preparation of the financial statements, which
    are stated in U.S. Dollars.

    Organization

    Oxford Technologies Corporation (a development stage company) ("the
    Company") was incorporated in the State of Delaware on March 8, 2002 to

<PAGE>                             27


    serve as a vehicle to effect a merger, exchange of capital stock, asset
    acquisition or other business combination with a domestic or foreign
    private business. The Company's fiscal year end is December 31.

    The Company's ability to commence operations is contingent upon its ability
    to identify a prospective target business and raise the capital it will
    require through contributions by its shareholders, the issuance of equity
    securities, debt securities, loan from officers and directors, bank
    borrowings or a combination thereof.

    Cash and cash equivalents

    The Company considers all liquid investments with a maturity of three months
    or less from the date of purchase that are readily convertible into cash to
    be cash equivalents.

    Use of estimates

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect certain reported amounts and disclosures.
    Accordingly, actual results could differ from those estimates.

    Start-up expenses

    The Company is expensing all start up expenses in accordance with AICPA
    Statements of Position 98-5.

    Income taxes

    The Company records its income tax provision in accordance with SFAS 109,
    which requires the use of the liability method of accounting for deferred
    income taxes. As the Company has not generated taxable income since its
    inception, no provision for income taxes has been made. At December 31,
    2002, the Company did not have any significant net operating loss carry
    forwards. At December 31, 2002, the Company did not have any significant
    deferred tax liabilities or deferred tax assets.

    Basic and diluted net loss per share

    Net loss per share is calculated in accordance with Statement of Financial
    Accounting Standards 128, Earnings Per Share ("SFAS 128"), which superseded
    Accounting Principles Board Opinion 15 ("APB 15"). Basic net loss per share
    is based upon the weighted average number of common shares outstanding.
    Diluted net loss per share is based on the assumption that all dilutive
    convertible shares, stock options and warrants were converted or exercised.
    Dilution is computed by applying the treasury stock method. Under this
    method, options and warrants are assumed to be exercised at the beginning
    of the period (or at the time of issuance, if later), and as if funds
    obtained thereby were used to purchase common stock at the average market
    price during the period. At December 31, 2002 there were no dilutive
    convertible shares, stock options or warrants.

<PAGE>                               28


    Recent issued accounting standards

    In June 2001, the Financial Accounting Standards Board ("FASB") issued
    Statement of Financial Accounting Standards  ("SFAS") No. 141 "Business
    Combinations" and No. 142 "Goodwill and Other Intangible Assets". SFAS
    No. 141 requires all business combinations initiated after June 30, 2001
    to be accounted for under the purchase method. For all business
    combinations for which the date of acquisition is after June 30, 2001,
    SFAS No. 141 also establishes specific criteria for the recognition of
    intangible assets separately from goodwill and requires unallocated
    negative goodwill to be written off immediately as an extraordinary gain,
    rather than deferred and amortized. SFAS No. 142 changes the accounting
    for goodwill and other intangible assets after an acquisition. The most
    significant changes made by SFAS No. 142 are:(1) goodwill and intangible
    assets with indefinite lives will no longer be amortized; (2) goodwill
    and intangible assets with indefinite lives must be tested for impairment
    at least annually; and (3) the amortization period for intangible assets
    with finite lives will no longer be limited to forty years. At this time,
    the Company does not believe that the adoption of either of these
    statements will have a material effect on its financial position, results
    of operations, or cash flows.

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

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

    In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
    No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical
    Corrections."  SFAS 145 eliminates Statement 4 and, thus, the exception

<PAGE>                                 29


    to applying Opinion 30 to all gains and losses related to extinguishments
    of debt (other than extinguishments of debt to satisfy sinking-fund
    requirements, the exception to application of Statement 4 noted in
    Statement 64). As a result, gains and losses from extinguishment of debt
    should be classified as extraordinary items only if they meet the criteria
    in Opinion 30. This provision of SFAS 145 is effective for fiscal years
    beginning after May 15, 2002. The adoption of SFAS No. 145 is not expected
    to have a material effect on the Company's financial position, results of
    operations, or cash flows.

2.  SHAREHOLDERS' EQUITY

    Preferred Stock

    The Company is authorized to issue 20,000,000 shares of preferred stock at
    $.0001 par value, with such designation voting and other rights and
    preferences as may be determined from time to time by the Board of
    Directors. As of December 31, 2002, no preferred stock has been issued.

    Common Stock and Contributed Capital

    The Company is authorized to issue 80,000,000 shares of common stock at
    $.0001 par value.  On March 8, 2002, the Company issued 5,000,000 shares
    of its common stock to Waywood Investment Limited, the sole shareholder
    of the Company, pursuant to Section 4(2) of the Securities Act of 1933 for
    services valued at $500. As to date all expenses incurred or paid by the
    controlling shareholder on behalf of the Company are recorded as
    contributed capital by the Company's controlling shareholder.

3.  RELATED PARTY TRANSACTIONS

    Since its inception, the Company has not paid any compensation to any
    officer or director of the Company and no significant time and efforts
    have either incurred on the part of management.

    The Company neither owns nor leases any real property.  Office spaces are
    provided at nominal charge by the sole director and officer of the Company
    at $100 per month.

    On March 12, 2002, the Company signed an agreement with Waywood Investment
    Limited. ("Waywood"), the sole shareholder of the Company.  The Agreement
    calls for Waywood to provide the following services, without reimbursement
    from the Company, until the Company enters into a business combination
    as described in Note 1: (1) Preparation and filing of all required
    documents with the Securities and Exchange Commission; (2) Location and
    review of potential target companies, and (3) Payment of all corporate,
    organizational, and other costs incurred by the Company.

    All expenses incurred or paid by the controlling shareholder on behalf of
    the Company to the date have been recorded in the Company's statement of
    operations with a related credit to contributed capital and this include
    the costs of consulting agreements and finders' fee by the controlling
    shareholder for locating a target company.

<PAGE>                                  30



4.  SUBSEQUENT EVENTS

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

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




                      AXIOM MANUFACTURING SERVICES LIMITED

                INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS
                   PERIOD FROM 1 APRIL 2002 to 31 DECEMBER 2002


We have audited the interim financial statements on pages 5 to 15 which have
been prepared under the historical cost convention and the accounting policies
set out on pages 8 to 9.

RESPECTIVE RESPONSIBILITIES OF THE DIRECTORS AND THE AUDITORS The directors'
responsibilities for preparing the Annual Report and the financial statements
in accordance with applicable law and United Kingdom Accounting Standards are
set out in the Statement of Directors' Responsibilities on page 2.

Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and United Kingdom Auditing
Standards.

We report to you our opinion as to whether the financial statements give a
true and fair view and are properly prepared in accordance with the
Companies Act 1985. We also report to you if, in our opinion, the directors'
report is not consistent with the financial statements, if the company has
not kept proper accounting records, if we have not received all the
information and explanations we require for our audit, or if information
specified by law regarding directors' remuneration and transactions with the
company is not disclosed.

We read the directors' report and consider the implications for our report
if we become aware of any apparent misstatements within it. Our
responsibilities do not extend to any other information.

<PAGE>                             31



BASIS OF AUDIT OPINION
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a
test basis, of evidence relevant to the amounts and disclosures in the
interim financial statements. It also includes an assessment of the
significant estimates and judgments made by the directors in the preparation
of the interim financial statements, and of whether the accounting policies
are appropriate to the company's circumstances, consistently applied and
adequately disclosed.

We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the interim financial
statements are free from material misstatement, whether caused by fraud or
other irregularity or error. In forming our opinion we also evaluated the
overall adequacy of the presentation of information in the interim financial
statements.

OPINION
In our opinion the interim financial statements give a true and fair view
of the state of the company's affairs as at 31 December 2002 and of the
profit of the company for the period then ended, and have been properly
prepared in accordance with the Companies Act 1985.


/s/ BKR HAINES WATTS
---------------------
BKR HAINES WATTS
Chartered Accountants
& Registered Auditors

Pagefield House
24 Gold Tops
Newport
NP20 4PG

26 February 2003

<PAGE>                                  32




                            AXIOM MANUFACTURING SERVICES LIMITED

                                   PROFIT AND LOSS ACCOUNT
                         PERIOD FROM 1 APRIL 2002 TO 31 DECEMBER 2002

                                      (IN US DOLLARS)
<TABLE>
<CAPTION>


                                             Period to 31 Dec. 02     Year to 31 Mar 02
                                             --------------------     -----------------
                                            Continuing
                                    Note    Operations       Total            Total
                                    ------  -----------     -------       ------------

                                  <c>    <c>            <c>             <c>
Turnover                               2    $10,490,480    10,490,480      12,442,037
Cost of sales                                11,937,718    11,937,718      16,483,624
                                            -----------    ----------      -----------
Gross Loss                                  (1,447,238)    (1,447,238)     (4,041,587)
Net operating expenses                 3      2,791,568     2,791,568       2,510,318
                                            -----------    -----------     -----------
Operating Loss                         4    (4,238,806)    (4,238,806)     (6,551,905)

Impairment (write down)/write back    20      1,840,467      1,840,467     (6,293,639)
Write back of debt due to parent company 16  13,007,697     13,007,697              -
Cost of reorganization or restructuring               -              -     (1,345,348)
Write off of debt due from an associated
Company                                       (390,842)      (390,842)              -
                                            ------------   ------------    ------------
Profit (loss) on ordinary activities
 before interest                             10,218,516     10,218,516     (14,190,892)
                                            ============

Interest receivable                                             14,844         175,836
Interest payable                                     7        (19,241)       (140,733)
                                                            ----------     ------------


PROFIT (LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION        10,214,119     (14,155,789)

Tax on profit (loss) on ordinary activities           8              -        (258,197)
                                                            -----------   -------------
RETAINED PROFIT (LOSS) FOR THE FINANCIAL PERIOD            10,214, 119     (13,897,592)
                                                           ===========     =============



            All of the activities of the Company are classed as continuing

</TABLE>

<PAGE>                                    33



                         AXIOM MANUFACTURING SERVICES LIMITED

                    STATEMENT OF TOTAL RECOGNIZED GAINS AND LOSSES
                     PERIOD FROM 1 APRIL 2002 TO 31 DECEMBER 2002

                                    (IN US DOLLARS)

<TABLE>
<CAPTION>

                                                      Period to 31 Dec. 02  Year to 31 Mar 02
                                                       --------------------  -----------------

                                                         <c>                <c>
Profit/(Loss) for the financial period
Attributable to the shareholders                              $ 10,214,119     $ (13,897,592)
Exchange loss on translation of opening shareholders funds       (856,415)                 -
                                                               -------------    --------------
Total gains and losses recognized since the last annual report $ 9,357,704     $ (13,897,592)
                                                              ============     ==============

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

                                                       Period to 31 Dec. 02  Year to 31 Mar 02
                                                       --------------------  -----------------

Profit/(Loss) for the financial period                        $ 10,214,119      $ (13,897,592)
Exchange loss on translation of opening shareholders funds       (856,415)                  -
New equity share capital subscribed                              6,843,302                  -
                                                              -------------     --------------
Net addition/(reduction) to funds                               16,201,006        (13,897,592)

Opening shareholders' equity (deficit)/funds                   (6,866,749)          7,030,843
                                                               ------------     --------------
Closing shareholders' equity funds/(deficit)                   $ 9,334,257         (6,866,749)
                                                               ===========         ===========

</TABLE>

<PAGE>                                     34




                           AXIOM MANUFACTURING SERVICES LIMITED

                                       BALANCE SHEET
                                    AT 31 DECEMBER 2002

                                       (IN US DOLLARS)
<TABLE>
<CAPTION>


                                                  31 Dec. 02              31 Mar 02
                                             -------------------     ---------------------
                                   Note
                                  -------

                               <c>          <c>         <c>         <c>        <c>
FIXED ASSETS
Tangible assets                     9                      $ 10,08,031            $ 7,378,184

CURRENT ASSETS
Stocks                             10           $3,419,086              $1,152,344
Debtors                            11            3,497,493               2,021,677
Cash at bank and in hand                            47,112                 612,411
                                                -----------             -----------
                                                 6,963,691               3,786,432

CREDITORS: Amounts falling due
 Within one year                   12            4,301,405              13,232,214
                                                -----------             -----------
NET CURRENT ASSETS (LIABILITIES)                            2,6262,286            (9,445,782)
                                                            ----------            -----------
TOTAL ASSETS LESS CURRENT LIABILITIES                       12,740,317            (2,067,598)

CREDITORS: Amounts falling due
After more than one year          13                         3,406,060              4,799,151
                                                            -----------           -----------
                                                             9,334,257            (6,866,749)
                                                            ===========           ===========

CAPITAL AND RESERVES
Called-up equity share capital   17                         21,724,105             14,880,803
Profit and Loss Account          18                       (12,389,848)           (21,747,552)
                                                          -------------          ------------
SHAREHOLDERS' FUNDS (DEFICIENCY)                          $  9,334,257           $ (6866,749)




            The Notes on pages 8 to 16 form part of these financial statements.

</TABLE>

<PAGE>                                    35


                        AXIOM MANUFACTURING SERVICES LIMITED

                      NOTES TO THE INTERIM FINANCIAL STATEMENTS
                     PERIOD FROM 1 APRIL 2002 to 31 DECEMBER 2002


1.  ACCOUNTING POLICIES

    Basis of accounting

    The interim financial statements have been prepared under the historical
    cost convention, and in accordance with applicable accounting standards.

    Cash flow statement

    The directors have taken advantage of the exemption in Financial Reporting
    Standard No 1 (revised) from including a cash flow statement in the interim
    financial statements on the grounds that the company is wholly owned and
    its parent publishes a consolidated cash flow statement.

    Turnover

    The turnover shown in the profit and loss account represents amounts
    invoiced during the period, exclusive of Value Added Tax.

    Depreciation

    Depreciation is calculated so as to write off the cost of an asset, less
    its estimated residual value, over the useful economic life of that asset
    as follows:

	     Freehold Property	   -	over 25 years
	     Plant & Machinery     -	over 7 years
	     Fixtures & Fittings   -	over 3 to 7 years

    Stocks

    Stocks are valued at the lower of cost and net realisable value, after
    making due allowance for obsolete and slow moving items.

    Finance lease agreements

    Where the company enters into a lease which entails taking substantially
    all the risks and rewards of ownership of an asset, the lease is treated
    as a finance lease. The asset is recorded in the balance sheet as a
    tangible fixed asset and is depreciated in accordance with the above
    depreciation policies. Future instalments under such leases, net of
    finance charges, are included with creditors. Rentals payable are
    apportioned between the finance element, which is charged to the Profit

<PAGE>                             36


    and Loss Account on a straight line basis, and the capital element which
    reduces the outstanding obligation for future instalments.

    Operating lease agreements

    Rentals applicable to operating leases where substantially all of the
    benefits and risks of ownership remain with the lessor are charged against
    profits on a straight line basis over the period of the lease.

    Pension costs

    The company operates a defined contribution pension scheme for employees.
    The assets of the scheme are held separately from those of the company.
    The annual contributions payable are charged to the Profit and Loss
    Account.

    Foreign currencies

    Assets and liabilities in foreign currencies are translated into dollars
    at the rates of exchange ruling at the balance sheet date. Transactions
    in foreign currencies are translated into dollars at the rate of exchange
    ruling at the date of the transaction. Exchange differences are taken
    into account in arriving at the operating profit.

    Going Concern

    The company has incurred an operating loss, before non-recurring
    exceptional income, of $5,095,221 for the period and has a negative
    balance of $12,389,848 on the profit and loss account carried forward.

    The directors have prepared projections to 31 March 2004, which show that
    the company is expected to trade profitably in the future.

    Accordingly the directors consider it appropriate to prepare the interim
    financial statements on a going concern basis. These interim financial
    statements do not, therefore, include any adjustments to assets or
    liabilities that may be necessary should this basis be inappropriate.

2.  TURNOVER

    The turnover and profit before tax are attributable to the one principal
    activity of the company.

    An analysis of turnover is given below:

                                           Period to         Year to
                                           31 Dec 0 2       31 Mar 02
                                          -----------     -------------

United Kingdom                            $ 10,490,480     $ 9,041,975
Overseas sales                                       -       3,400,062
                                          ------------     -----------
                                          $ 10,490,480     $12,442,037
                                          ============     ===========

<PAGE>                                   37




3.   ANALYSIS OF COST OF SALES AND NET OPERATING EXPENSES

<TABLE>
<CAPTION>

                                        Continuing     Discontinuing       Total
                                        Operations       Operations
                                      -------------    --------------   ------------

                                 <c>                 <c>            <c>
PERIOD FROM 1 APRIL 2002
TO 31 DECEMBER 2002
Cost of sales                        $ 11,937,718              -        $ 11,937,718
                                     =============        =======       =============

Administrative expenses                 3,266,328              -           3,266,328
Other operating income                  (474,760)              -           (474,760)
                                     ------------        --------       -------------
Net operating expenses                $ 2,791,568              -         $ 2,791,568
                                     ============       ==========      =============

YEAR ENDED 31 MARCH 2002
Cost of sales                        $ 8,493,024       $ 7,990,600      $ 16,483,624
                                     ===========       ===========      =============

Administrative expenses                1,366,573         1,160,439         2,527,012
Other operating income                  (16,694)                 -          (16,694)
                                     -----------       ------------     -------------
Net operating expenses               $ 1,349,879      $  1,160,439       $ 2,510,318
                                     ===========      =============     =============

</TABLE>


4.  OPERATING LOSS

Operating loss is stated after charging /(crediting):

<TABLE>
<CAPTION>
                                               Period to 31 Dec. 02   Year to 31 Mar. 02
                                               --------------------   ------------------

                                               <c>                 <c>
Depreciation                                          $ 791,938        $ 1,671,727
Profit on disposal of fixed assets                      (3,357)           (66,218)
Auditors' remuneration
 - as auditors                                            9,708             34,533
Operating lease costs:
Land and building                                            -              32,445
Plant and equipment                                      44,324             73,237

Net loss/(profit) on foreign currency translation    $2,196,930         $ (134,516)
                                                     ==========        =============

</TABLE>


5.  PARTICULARS OF EMPLOYEES

The average number of staff employed by the company during the financial
period amounted to:

<PAGE>                                  38



                               Period to 31 Dec. 02   Year to 31 Mar. 02
                              ---------------------   ------------------

                                        No.                    No.

Number of production staff              98                     --
Number of administrative staff          81                     --
                                       =====                ======
                                       179                     --

The aggregate payroll costs of the above were (In US dollars):

                              Period to 31 Dec. 02    Year to 31 Mar. 02
                             ---------------------   -------------------

Wages and salaries                 $ 3,876,513           $ 5,768,187
Social security costs                  334,732               529,175
Other pension costs                    104,883               171,512
                                  ============           ============
                                   $ 4,316,128           $ 6,486,874


6.  DIRECTORS' EMOLUMENTS

The directors' aggregate emoluments in respect of qualifying services were:


                                Period to 31 Dec. 02   Year to 31 Mar. 02
                                --------------------   ------------------

Emoluments receivable              $  216,638               $ 300,725
                                   ==========               ==========


Emoluments of highest paid director:

                                 Period to 31 Dec. 02   Year to 31 Mar. 02
                                ---------------------   ------------------

Total emoluments
 (excluding pension contributions)     $ 59,954            $  174,104
                                      ==========           ==========


The number of directors who are accruing benefits under company pension
schemes were as follows:


                                 Period to 31 Dec. 02    Year to 31 Mar. 02
                                 --------------------    ------------------

                                           No.                   No.

Money purchase schemes                     1                      -
                                         ======                ======


7. Interest Payable

                                  Period to 31 Dec. 02    Year to 31 Mar. 02
                                 ----------------------   ------------------

Interest payable on bank borrowing     $ 12,994              $ 140,733
Finance charges                           6,247                      -
                                       ---------             ----------
                                       $ 19,241               $ 140,733
                                       ========               =========


<PAGE>                                      39




8.  TAX ON PROFIT OR (LOSS) ON ORDINARY ACTIVITIES


                                    Period to 31 Dec. 02   Year to 31 Mar. 02
                                     -------------------   ------------------

Current tax:

UK Corporation tax based on the results for
The period at 19% (To 31 March 2002 - 20%)          -               (258,197)
                                              ==========           ==========


9.  TANGIBLE FIXED ASSETS

     (In US Dollars)

<TABLE>
<CAPTION>

                                  Freehold
                                  Land and         Plant &      Fixtures &
                                  Buildings       Machinery      Fittings       Total
                               ---------------  -------------  ------------  -----------

                            <c>              <c>            <c>           <c>
COST
At 1 April 2002                 $ 13,389,997    $ 16,330,937   $ 5,055,286  $ 34,776,220
Additions/exchange adjustments       787,335         815,779        79,802     1,682,916
Disposals                                  -         (28,004)            -      (28,004)
                                ------------    -------------   ----------- ------------
At 31 December 2002             $ 14,177,332     $ 17,118,712   $ 5,135,088  $36,431,132
                                ============     ============   ===========  ===========


DEPRECIATION
At 1 April 2002                  $ 7,693,997     $ 15,209,890   $ 4,494,149  $ 27,398,036
Charge for the period                271,758          434,195       111,497       817,450
On disposals                               -         (21,918)             -      (21,918)
Revaluation adjustment           (1,840,467)                -             -   (1,840,467)
                                ------------     -------------   ----------- ------------
At 31 December 2002              $ 6,125,288      $15,622,167    $4,605,646  $ 26,353,101
                                ============      ============   =========== ============

NET BOOK VALUE
At 31 December 2002             $ 8,052,044       $ 1,496,545     $ 529,442  $10,078,031
                                ------------      ------------    ---------- ------------
At 31 March 2002                $ 5,696,000       $ 1,121,047     $ 561,137  $ 7,378,184
                                ============      ============    ========== ============

</TABLE>


The National Assembly for Wales has been given security in the form of a First
Legal Charge over the company's land and buildings at Technology Park,
Newbridge, South Wales.

<PAGE>                                 40


Finance lease agreements
Included within the net book value of $(10,078,031) is $(213,167) (To 31 Mar 02
- $Nil) relating to assets assets held under finance lease agreements. The
depreciation charged to the accounts in the period in respect of such assets
amounted to $(13,492) (To 31 Mar 02 - $Nil).


10.  STOCKS


                                          31 Dec 02        31 Mar 02
                                        -------------    -------------

Raw materials                            $ 3,419,086     $ 1,085,416
Finished goods                                     -          66,928
                                         ------------     -----------
                                         $ 3,419,086     $ 1,152,344
                                         ============    ============

11.   DEBTORS


                                              31 Dec 02     31 Mar 02
                                          -------------   -------------
Trade debtors                              $ 3,160,807     $ 1,766,099
Other debtors                                   61,262         219,978
Prepayments and accrued income                 275,424          35,600
                                           ------------    ------------
                                           $ 3,497,493     $ 2,021,677
                                          =============   =============


12.  CREDITORS: Amounts falling due within one year


                                             31 Dec 02       31 Mar 02
                                           -------------   ------------

Bank loans and overdrafts                    $  447,180     $         -
Trade creditors                               2,564,905       1,213,773
Amounts owed to group undertakings                    -      11,767,513
Other taxation and social security              269,495         123,036
Other creditors                                  74,452          58,116
Accruals and deferred income                    945,373          69,776
                                             -----------   -------------
                                            $ 4,301,405    $ 13,232,214
                                            ============   =============


The following liabilities disclosed under creditors falling due within
one year are secured by the company:

<PAGE>                                  41



                                              31 Dec 02       31 Mar 02
                                            -------------   -------------

Bank loans and overdrafts                     $ 447,180         $     -
Finance leases                                   72,604               -
                                             ------------   -------------
                                              $ 519,784         $     -
                                             ============    ============


13.  CREDITORS: Amounts falling due after more than one year



                                             31 Dec 02       31 Mar 02
                                            --------------  -------------

Bank loans and overdrafts                   $  201,802       $         -
Amounts owed to group undertakings                   -         4,799,151
Other creditors:
Finance lease agreements                       254,111                 -
                                             ----------       -----------
                                               455,913         4,799,151
Accruals and deferred income                 2,950,147                 -
                                           ------------      ------------
                                           $ 3,406,060       $ 4,799,151
                                           ============      ============

The following liabilities disclosed under creditors falling due after
more than one year are secured by the company:

                                               31 Dec 02       31 Mar 02
                                           --------------    ------------

Bank loans and overdrafts                    $  201,802         $    -
Finance leases                                  254,111              -
                                              ----------        --------
                                             $  284,661         $    -
                                            ============       ==========


14.  COMMITMENTS UNDER FINANCE LEASE AGREEMENTS

Future commitments under finance lease agreements are as follows:


                                               31 Dec 02        31 Mar 02
                                             --------------    -----------

Amounts payable within 1 year                    $  72,604       $      -
Amounts payable between 1 and 2 years               72,604              -
Amounts payable between 3 and 5 years              181,507              -
                                                 ----------      ---------
                                                 $ 326,715       $      -
                                                 ==========      =========

<PAGE>                                 42



15.  COMMITMENTS UNDER OPERATING LEASES

At 31 December 2002 the company had annual commitments under non-cancellable
operating leases as set out below.


                                   Assets Other Than Land & Buildings

                                           31 Dec 02         31 Mar 02
                                         --------------   ---------------

Operating leases which expire:
Within 1 year                               $  20,404          $     -
Within 2 to 5 years                            22,350                -
                                             ---------        ----------
                                             $ 42,754          $     -
                                            ==========        ==========

16.   RELATED PARTY TRANSACTIONS

On 2nd April 2002 the entire share capital of the company was transferred
from Aiwa Europe Limited to Great Admirer Limited, a wholly owned subsidiary
of Sen Hong Resources Holdings Limited.

Prior to disposal of the company's share capital the following transactions
were undertaken: - Aiwa Europe Limited waived $13,007,697 amounts due to
it from the company, - Aiwa Europe Limited subscribed to $4,987,382
additional share capital in consideration for the settlement of an amount
due from the company, as part of settlement of this debt the company waived
$390,842 due to it from Aiwa UK Limited.

No transactions with related parties were undertaken such as are required
to be disclosed under Financial Reporting Standard 8.

17.  SHARE CAPITAL

Authorised share capital:

                                            31 Dec 02       31 Mar 02
                                        -------------     ------------

13,564,002 Ordinary shares of
  pound stering 1 each                  $  21,724,105      $ 14,880,803
                                        =============      ============


                                            31 Dec 02        31 Mar 02
                                         -------------     ------------

Ordinary share capital brought forward    $ 14,880,803     $ 14,880,803
Issue of ordinary shares/
   exchange adjustment                       6,843,302               -
                                          ------------     ------------
                                          $ 21,724,105     $ 14,880,803
                                         =============     ============

<PAGE>                                    43



18.	PROFIT AND LOSS ACCOUNT


                                              Period to         Year to
                                              31 Dec 02        31 Mar 02
                                           --------------   ---------------

Balance brought forward                      $ (21,747,552)   $ (7,849,960)
Retained profit/(accumulated
  loss) for the financial period                 10,214,119    (13,897,592)
Exchange losses on translation
  of opening shareholders funds                   (856,415)
                                              -------------    ------------
Balance carried forward                      $ (12,389,848)  $ (21,747,552)
                                             ==============  ==============


19.	ULTIMATE PARENT COMPANY

The ultimate controlling party is Sen Hong Resources Holdings Limited, being
the parent of Great Admirer Limited, which owns 100% of the company's share
capital.

20.	IMPAIRMENT

The directors reviewed the impairment provision on its freehold property,
based on a professional valuation, and have credited $1,840,467 to the profit
and loss account to reflect the reduction in provision.



Item 8.    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure

            None.



                                PART III


Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act

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

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


<PAGE>                                44

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

Jianjun Zhang, the Company's sole officer and director resigned effective
upon completion of the Acquisition. Upon the resignation of the sole officer
and director of the Company, the following persons were appointed to the
respective officers of the Company:

       Name             Age                  Positions Held
--------------------  -------    -----------------------------------
Jacinta Sit             30       President, Chief Financial Officer
                                 and Director, Member of Audit Committee
Vivian Lee-Yu Lam       33       Corporate Secretary and Director
Woon Chew Chai          44       Independent Director, Member of Audit
                                 Committee

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

VIVIAN LEE-YU LAM was appointed director and Corporate Secretary of the
Company in February 2003.  From 2000 to the present, Ms. Lam holds various
positions, most recently as Company Secretary, of Sen Hong Resources Holdings
Limited, a Hong Kong corporation. Currently Ms. Lam also serves as a director
of Great Admirer Limited, the parent company of the Axiom Manufacturing
Services Limited.  Ms. Lam received her Bachelor's degree in Japanese Studies
from the University of Hong Kong, and a postgraduate diploma in Corporate
Administration from the City University of Hong Kong.

WOON CHEW CHAI was elected as independent director of the Company in February
2003.  From 1994 to the present, Mr. Chai has been a partner at Michael Chai
& Co., a law firm in Kuala Lumpur, Malaysia. From 1991 to 1994, he was a
legal associate with Shook Lin & Bok, a law firm in Kuala Lumpur, Malaysia.
From 2002 to the present, he serves director of Sen Hong Resources Holdings
Limited, a Hong Kong corporation.  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 qualified as
Barrister at Law from Lincoln's Inn, England.

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

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

<PAGE>                              45


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


Item 10.  Executive Compensation

Currently none of the Company's executive officers receive salary or other
kind of compensation from the Company.  There is no key man life insurance
on any director or officer, and no pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted for the
benefit of its executive officers.


Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth each person known by the Company to be the
beneficial owner of five percent or more of our Common Stock, all directors
individually and all directors and officers of the Company as a group. Except
as noted, each person has sole voting and investment power with respect to
the shares shown.  The below table is based on an aggregate of 18,564,002
shares of Common Stock issued and outstanding as of March 27, 2003.  There
are no outstanding options or warrants to purchase, nor any securities
convertible into, our common shares.

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

Common Stock     All Officers and
                 Directors as a Group (one person)                     *
-------------------------------------------------------------------------
*   Less than 1% of the outstanding shares.


Item 12.  Certain Relationships and Related Transactions

In connection with the organization of the Company, we issued a total of
5,000,000 shares of our Common Stock to Waywood Investment Ltd. for
incorporating the Company in the State of Delaware and clerical and
administrative services valued at $500 on March 8, 2002.  Our sole director
and officer in 2002, Mr. Jianjun Zhang, was the controlling shareholder
and the sole officer and director of Waywood Investment Ltd.

<PAGE>                                  46


On March 12, 2002, the Company entered into an agreement with Waywood,
pursuant to which Waywood will provide the following services to the Company,
without reimbursement, until the Company enters into a business combination,
(i) Preparation and filing of required documents with the Securities and
Exchange Commission, (ii) Locating and review of potential target companies,
and (iii) Payment of all corporate, organizational, and other costs incurred
by the Company.


Item 13.  Exhibits and Reports on Form 8-K

(a)   Exhibits

   Exhibit No.                    Description
   ----------   -----------------------------------------
    3.1         Certificate of Incorporation (1)
    3.2         By-Laws (1)
    4.1         Specimen Stock Certificate(2)
   10.1         Agreement with Waywood Investment Ltd. (1)
   10.2         Shareholder agreement (1)
   23.1         Consent of Independent Certified Public Accountants (3)

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

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

  (3)  Filed herewith.

(b)  Reports on Form 8-K

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

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

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

<PAGE>                                47

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




                                SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.


Oxford Technologies Corp.


By: /s/ Jacinta Sit
----------------------------------
Jacinta Sit, Director and President


Date: March 27, 2003



<PAGE>                                  48




                                   CERTIFICATION


I, Jacinta Sit, certify that:

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

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary
     to make the statements made, in light of the circumstances under which
     such statements were made, not misleading with respect to the period
     covered by this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all
     material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the periods presented in
     this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and we have:

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

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

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

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

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

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

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


Date:  March 27, 2003


  /s/ Jacinta Sit
 -----------------
 Jacinta Sit