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

                                 FORM 10-KSB/A
                                  (Mark One)

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

                For the Fiscal Year Ended December 31, 2002

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

                          Commission File No. 000-49854

                             OXFORD TECHNOLOGIES INC.
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               (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)

          80 Wall Street, Suite 818, New York                  10005
-------------------------------------------------------  -----------------
       Address of principal executive office                 Zip Code

        Issuer's telephone number:             (212) 809-1200
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Securities registered under Section 12(g) of the Exchange Act:

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

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

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

State issuer's revenues for its most recent fiscal year:  $13.10 million.

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 January 6, 2005: 18,564,002 shares of common stock, par value
$.0001 per share, were outstanding.

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




                                      TABLE OF CONTENTS



                                        PART I

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

                                        PART II

Item 5.  Market for Common Equity and Related Stockholder Matters....        10
Item 6.  Management's Discussion and Analysis or Plan of Operation...        12
Item 7.  Financial Statements........................................        20
Item 8.  Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure........................        21
Item 8A. Controls and Procedures.....................................        22

                                        PART III

Item 9.  Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the Exchange Act         22
Item 10. Executive Compensation......................................        24
Item 11. Security Ownership of Certain Beneficial Owners and Management      25
Item 12. Certain Relationships and Related Transactions..............        26
Item 13. Exhibits and Reports on Form 8-K............................        26
Item 14. Principal Accountant Fees and Services......................        27

Signatures


<PAGE>                                        2


Item 1.  DESCRIPTION OF BUSINESS

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

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

Acquisition of Axiom Manufacturing Services Limited

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

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

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

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


<PAGE>                                    3

Prior to the acquisition by Great Admirer in April 2002, Axiom had been a
wholly-owned subsidiary of Aiwa Europe Ltd., which was itself a wholly-owned
subsidiary of Aiwa Co., Ltd, which was effectively acquired by Sony Corporation
on October 1, 2002.  As the sole original equipment manufacturer of Aiwa's
own-brand consumer electronics products in Europe, Axiom was responsible for
manufacturing Aiwa brand consumer electronics products, primarily audio and
visual products, on behalf of Aiwa Co. of Japan, for distribution in the UK,
France, Germany, Netherlands and Poland.

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

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

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

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

Following the Acquisition, the officer and director of the Company resigned,
and new officers and directors were elected.  See Item 9. "Directors,
Executive Officers, Promoters and Control Persons, Compliance with Section
16 (a) of the Exchange Act."

Description of Axiom's Business

Axiom provides electronics manufacturing services, in the business-to-business
or business-to-industry sectors, and to original equipment manufacturers
(OEMs) in the following market sectors:

   o   video/audio/entertainment products
   o   medical devices
   o   industrial control equipment
   o   domestic appliances


<PAGE>                                  4


   o   computers and related products for business enterprises; and
   o   testing and instrumentation products

Axiom offers OEMs with comprehensive and integrated design and manufacturing
services, from initial product design to volume production, direct order
fulfillment and aftermarket support. OEMs contract with Axiom to build their
products or to obtain services related to product development, manufacturing
and post-production requirements.  Axiom has developed relationships with
OEMs in a diversified 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 managing costs and asset base, Axiom is
able to offer its customers an outsourcing solution that represents a lower
total cost of ownership than what is typically provided by their internal
operations.

In many cases, Axiom builds products that carry the brand names of its
customers, and substantially all of Axiom's manufacturing services are
provided on a turnkey basis, whereby Axiom purchases customer-specified
components from suppliers, assemble the components onto printed circuit
boards, perform post-production testing, and provide 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 customers' inventory requirements. Additionally,
Axiom completes the assembly of customers' final products at its facilities
by integrating printed circuit board assemblies into the customers'
finished 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 its customers are located in the United Kingdom, and much
of its business is related to the following products: networking equipment
such as modems and data capture; telecommunications equipment; consumer
products such as high-end audio and domestic appliances; electronic sub-
systems for the medical, testing and security industries; and other
electronics equipment and products.

Axiom's Services

Axiom believes that OEMs are increasingly demanding an integrated
outsourcing solution from electronic manufacturing service companies and
seeking collaborative relationships.  Axiom provides its customers with a
total solution that includes a full range of services that allow it to
take Axiom's customers' products from initial design through production,
testing, distribution and after-market support.  The services 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 the customers with circuit design,
printed circuit board layout, mechanical design and test fixture design
services.  Axiom also provides design for procurement, design for
manufacture and design for testing services. Axiom's design for
procurement service identifies areas in which the overall cost of Axiom's
customers' products can be reduced through a decrease in material costs
and effective inventory management. Axiom's designs for manufacturer's



<PAGE>                                   5


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 designs for testing
service focuses on achieving the highest level of fault detection and
isolation before products are shipped.

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

Product Assembly and System Integration:  Axiom offers assembly and
manufacturing services that include assembly of subsystems of electronics
products, which include multiple components, and the final assembly and
integration of complete products that incorporate printed circuit board
assemblies, complex electromechanical subassemblies, enclosures, power
supplies and other components. Axiom builds a wide range of final products
and Axiom 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 testing strategies.
Axiom's testing capabilities include manufacturing defect analysis,
in-circuit tests to test the circuitry of the board and functional tests.
Axiom either custom designs testing equipment and software itself or use
testing equipment and software provided by its customers.  Axiom also
provides environmental stress tests of assemblies of boards or systems.

Logistics and Distribution: Axiom offers services related to the
configuration and shipment of the 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 its
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 of its customers.



<PAGE>                                 6

Business Strategy

Axiom's goal is to be an electronics manufacturing services outsourcing
provider 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 offers flexible and responsive services,
responding to frequently changing customer design specifications and
production requirements.

Focus on High-End Products in High Growth Sectors. We produce products for
a wide range of original equipment manufacturers in different industries,
such as consumer electronics, Internet-focused businesses and telecommu-
nications 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 intends to offer state-of-the-art products
as much as possible for industry leaders who require specialized engineering
design and production services as well as offering high volume manufacturing
capabilities to its customers. Axiom will continue its strategy of adding
good quality long-term customers to the portfolio to provide it with growth
and stability.

Deliver Complete High and Low Volume Manufacturing Solutions. Axiom believes
original equipment manufacturers are increasingly requiring electronics
manufacturing service providers to deliver 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 intends to
offer services from initial product design and testing 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. Original electronics manufacturers are increasingly requiring
a wider range of advanced services from electronic manufacturing services
companies. Axiom intends to expand 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 with insight into the customers' future manufacturing
requirements, which is critical to further penetrating the electronics
manufacturing services 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


<PAGE>                                    7


success. Axiom intends continually to evaluate the requirements of its
existing customers, and seek the opportunity to provide them with additional
services from existing facilities, thereby strengthening Axiom's relationships
with its customers and increasing the utilization of existing manufacturing
facilities. Axiom intends to actively pursue new customers by conducting a
focused marketing effort, designed to increase its brand name awareness and
the likelihood of winning new business.

Marketing and Customers

Axiom markets its manufacturing services primarily in the United Kingdom. For
the year ended December 31, 2002, approximately 95% of Axiom's sales were
originated in the United Kingdom.  Axiom markets its services through its
direct sales force and independent marketing representatives.  Axiom's
divisional and executive management teams are also an integral part of its
sales and marketing teams.  The following table shows the percentages of
Axiom's sales by industry sector for the last two years:

                                               Year ended December 31,
                                                  2002      2001
                                               --------   ----------
  Computer related products
    for business enterprises                       0.87%       0.09%
  Telecommunications equipment                     0.00%       8.76%
  Video/Audio/Entertainment products              42.21%       8.76%
  Industrial control equipment                    24.40%      27.44%
  Testing & instrumentation products               5.50%      43.36%
  Medical devices                                 27.02%      11.58%
                                               ---------   ---------
                         Total                     100%         100%

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. For the year ended December 31, 2002, there were no
suppliers who accounted for 10% or more of Axiom's purchases. Axiom procures
components only when a purchase order has been received from a customer.
Although Axiom may experience component shortages and longer lead times of
various components from time to time, Axiom 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.



<PAGE>                                  8


Product Research and Development

For the year ended December 31, 2002, there were no product research and
development expenses. Axiom has no current plan to conduct any product research
and development activities in the next twelve months.

Patents and Trademarks

Axiom does not own any patents or trademarks.

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.

Environmental Matters

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 plant. Axiom is in substantial compliance with all applicable requirements
and has achieved ISO 14001 an internationally recognized award. However,
material costs and liabilities may arise from these requirements or from new,
modified or more stringent requirements.

Axiom periodically generates and temporarily handles limited amounts of
materials that are considered hazardous waste under applicable law.  Axiom
contracts for the off-site disposal of these materials and has implemented a
waste management program to address related regulatory issues.  The current
costs of compliance are not material to Axiom, and it is not 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, Axiom
may be required to incur substantial additional expenditures.

Employees

As of December 31, 2002, Axiom had 180 full-time employees, including 111
in production and quality control, 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, Axiom may use skilled
temporary labor as needed.  No temporary employees were employed as of
December 31, 2002.

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




<PAGE>                                   9


Item 2.   Description of Property

The Company's principal operating offices, engineering and manufacturing
facilities are located in Technology Park, Newbridge in South Wales, the
United Kingdom.  The Company owns the above-mentioned properties, which is
approximately 26.8 acres. The gross internal area is approximately 307,000
square feet.  The Company believes that its properties are deemed to be
suitable and adequate for our present and proposed needs. The Welsh Assembly
holds a legal charge over land and buildings.

Since July 2002, Axiom has leased a portion of its unused office spaces,
approximately 19,768 square feet, to General Dynamics UK Ltd., a defense
manufacturing company in the United Kingdom as office spaces.

In November 2003, the Company leased an office space, approximately 1,000
square feet, on 80 Wall Street, Suite 818, New York, NY 10005.  The lease
expires in October 2006. The monthly rent payment is $2,500.


Item 3.  EGAL PROCEEDINGS

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


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

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


                                    PART II


Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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

Pursuant to the Rule 15g-9, unless the transaction is exempt, it shall be
unlawful for a broker or dealer to sell a penny stock to, or to effect the



<PAGE>                                     10


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. As of the date of this report, there were
18,564,002 shares of common stock outstanding and held of record by
approximately 357 stockholders.  No shares of preferred stock have been
issued, and the Board has not designated the rights or preferences of any
class or series of Preferred Stock.

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

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

The Company has never utilized an underwriter for an offering of its
securities.



<PAGE>                                  11

The Company has not declared any dividends and do not intend to so in the
foreseeable future.


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

This Form 10-KSB contains forward-looking statements relating to the
Company's financial condition, results of operations and business. Any
statements contained in this Form 10-KSB that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," believe,"
"anticipate," "estimate" or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks
and uncertainties, and actual results may differ materially depending on a
variety of factors, including those described under this section and the
section entitled "Risk Factors."  For these statements, the Company claims
the protection of the safe harbor for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995.

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

Overview

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

On February 12, 2003, the Company entered into a Share Exchange Agreement with
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
capital shares of Axiom Manufacturing Services Limited, an operating company
in the UK ("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, and the shareholders of Axiom became the
controlling shareholders of Oxford. This transaction was accounted for as a
reverse acquisition.

Axiom Manufacturing Services Limited (formerly Aiwa Wales Manufacturing
Limited) was incorporated in South Wales, United Kingdom on September 3, 1980
under the name of Aiwa (UK) Ltd., as a wholly owned subsidiary of Aiwa Co.,
Ltd. of Japan, to engage in the business of consumer electronics
manufacturing.

Prior to April 2002, Axiom was a wholly owned subsidiary of Aiwa Europe
Limited, which was 100%-owned by Aiwa Co. Limited.  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



<PAGE>                                 12


Co. of Japan, for distribution in the UK, France, Germany, Netherlands, and
Poland. In December 2000, due to a gradually decreasing profit margin, AWM
began to provide electronic manufacturing services (EMS) to third parties
until July 2001 when all Aiwa brand products were terminated, and AWM
entirely became an electronic manufacturing services provider.

RESULTS OF OPERATIONS

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

Because of the acquisition, Axiom's fiscal year has been changed in 2002
from March 31 to December 31, the same as that of the Company.  Therefore,
Axiom's results of operations will be discussed in three sections, (i) for
the year ended December 31, 2002, (ii) for the year ended March 31, 2002,
as compared to 2001, and (iii) for the nine months ended December 31, 2002,
as compared to 2001.

For the Year Ended December 31, 2002

Sales.  For the year ended December 31, 2002, Axiom's sales were $13.1
million. Prior to December 2000, as the sole original equipment manufacturer
of Aiwa's own-brand consumer electronics products in Europe, Axiom was
responsible for manufacturing Aiwa brand consumer electronics products,
primarily audio and visual products, on behalf of Aiwa Japan, for
distribution in the UK, France, Germany, Netherlands, and Poland. In December
2000, due to a gradually decreasing profit margin, Axiom began to provide
electronic manufacturing services to third parties until July 2001 when all
Aiwa brand products were terminated, and Axiom entirely became an electronic
manufacturing services provider. On March 31, 2002, Axiom completed its
first full year of operations as a contract electronics manufacturing services
provider. The comparison of the results of operations for the year ended
December 31, 2002, and 2001 were not applicable.

Cost of Sales.  Cost of sales, consisting of cost of goods sold, direct
overhead, direct wage and labor, and direct depreciation expenses, for the
year ended December 31, 2002, was $15.7 million.

Operating Expenses.  Operating expenses, consisting of selling, general and
administrative expenses, was $3.0 million for the year ended December 31,
2002.

Rental Income and Economic Development Grant

In July 2002, Axiom received a grant in aid of $3,863,000 from the Nation
Assembly for Wales. This funding was made available to safeguard jobs
following the decision by Aiwa Europe Limited to end production of electronic
consumer goods.  The National Assembly for Wales has been given security in
the form of a first lien on the land and buildings at Technology Park,
Newbridge, and has the right to require repayment of part or all of the
grants under certain circumstances. Upon receipt of the grant funds, Axiom


<PAGE>                                13


recorded them as deferred revenues. Each month, Axiom records revenue based
on a predetermined formula. For the year ended December 31, 2002, Axiom
recoded $279,000 of economic development grant.

Since July 1, 2002, a portion of Axiom's unused office space has been leased
to a defense manufacturing company in the United Kingdom as office spaces.
For the year ended December 31, 2002, the rental income was $131,000.

Interest Income and Interest Expenses

For the year ended December 31, 2002, Axiom's interest income was $33,000 and
interest expenses were $58,000.

Net Loss

As a result of the factors discussed above, for the year ended December 31,
2002, our net loss was $5.17 million, which resulted in basic loss per share
of $.40 on weighted average common shares outstanding of 12,804,698 for the
year ended December 31, 2002.

For the Year Ended March 31, 2002, as compared to the Year Ended March 31,
2001

Sales.  Prior to December 2000, as the sole original equipment manufacturer
of Aiwa's own-brand consumer electronics products in Europe, Axiom was
responsible for manufacturing Aiwa brand consumer electronics products,
primarily audio and visual products, on behalf of Aiwa Japan, for
distribution in the UK, France, Germany, Netherlands, and Poland.  In
December 2000, due to a gradually decreasing profit margin, Axiom began to
provide electronic manufacturing services to third parties until July 2001
when all Aiwa brand products were terminated, and Axiom entirely became an
electronic manufacturing services provider. On March 31, 2002, Axiom completed
its first full year of operations as a contract electronics manufacturing
services provider. For the year ended March 31, 2002, Axiom's sales were
$12.4 million as compared to $29.7 million for the year ended March 31, 2001.
The decrease in sales, $17.3 million or 58.2%, reflects Axiom's shift of its
primary focus from Aiwa Co. of Japan's sole original equipment manufacturer
in Europe to an electronic manufacturing services provider.

Cost of Sales.  For the year ended March 31, 2002, Axiom's cost of sales was
$19.9 million as compared to $36.6 million for the same period of the previous
year. The decrease in cost of sales, approximately $16.7 million, was largely
due to the decrease in sales. However, Axiom's cost of sales in fiscal 2002
was approximately 160.4% of its sales, as compared to 123.4% in 2001.

Operating Expenses.  For the year ended March 31, 2002, Axiom's operating
expenses were $644,000 as compared to $447,000 for the year ended March 31,
2001.  The increase in operating expenses was primarily due to the increase
in administrative expenses.



<PAGE>                                 14



Interest Income and Interest Expenses

For the year ended March 31, 2002, Axiom's interest income was $175,000 as
compared to $475,000 of the prior year. Interest expenses for the year ended
March 31, 2002 was $140,000 as compared to $72.000 for the previous year.

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

For the Nine-Month Period Ended March 31, 2002 and 2001

Sales.  For the nine months ended December 31, 2002, Axiom's sales were $10.5
million as compared to $9.75 million for the same period of the previous year.
The slight increase in sales, $745,000 or 7.6%, was mostly due to Axiom's
effort to develop new clients.

Cost of Sales.  For the nine months ended December 31, 2002, Axiom's cost of
sales was $12.0 million as compared to $14.9 million for the same period of
the previous year.  As a percentage to sales, the cost of sales for the nine
months ended December 31, 2002 was approximately 114.3% of its sales as
compared to 152.4% in 2001.This means that during the nine-month period ended
December 31, 2002 Axiom's gross margin was improved, which was largely due
to its better utilization and efficiency of labor, and better product
scheduling using its manufacturing resources planning system. A new ERP
computer system was introduced in November 2002, which will give better
control over production scheduling and procurement. Since April 2002, Axiom
has been concentrating on winning good quality, long-term customers who will
provide growth and stability for Axiom.

Operating Expenses.  For the nine months ended December 31, 2002, Axiom's
operating expenses were $1.58 million, as compared to $1.10 million for the
same period of the previous year. The increase, $488,000 or 44.6%, in operating
expenses was primarily due to the increase in selling and general expenses.

Interest Income and Interest Expenses

For the nine months ended December 31, 2002, Axiom's interest income was $15,000
as compared to $159,000 of the same period of the prior year. Interest expenses
for the nine months ended December 31, 2002 was $20,000 as compared to
$103,000 for the same period of the previous year.

Net Loss.  As a result of the factors discussed above, Axiom reported a net loss
of $3.09 million for the nine-month period ended December 31, 2002 as compared
to a net loss of $5.89 million for the same period of the previous year.

LIQUIDITY AND CAPITAL RESOURCES

For the year ended December 31, 2002, Axiom's operations were primarily funded
by cash flows from operations, government grant, and to a lesser extent, limited
short term financing. In July 2002, we received a grant in aid of $3,863,000
from Nation Assembly for Wales, UK. The fund was made available to safeguard
jobs following the decision by Aiwa Europe Ltd. to end the original equipment


<PAGE>                                 15


production.  The Nation Assembly for Wales has been given security in the form
of a first legal charge of the land and buildings at Technology Park,
Newbridge, and has the right to require repayment of part or all of the grant
under certain circumstances. The grant in aid was treated as deferred income
and recognized a monthly amortization to reduce expenses. At December 31, 2003,
we had a cash balance of $47,000.

For the year ended December 31, 2002, our operations used $5.34 million of cash,
largely as a result of net loss, increase in accounts receivable, inventory and
in accounts payable. For the year ended December 31, 2002, we used $644,000 of
cash in our investing activities, primarily for purchase of property and
equipment. Our financing activities during the year ended December 31, 2002
provided cash of $6.23 million, of which $3.86 million were economic
development grants from Nation Assembly for Wales, UK, $1.76 million was
repayment of loan from related parties, and $363,000 and $281,000 were funded
by invoice discounting and bank loans, respectively.

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

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

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

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

Off-Balance Sheet Arrangements

Axiom does not have any off-balance sheet arrangements.



<PAGE>                                  16



CRITICAL ACCOUNTING POLICIES

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

Revenue recognition

The Company recognizes revenue in accordance with SEC Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements," as amended
by SAB 101A and 101B and as revised by SAB 104, "Revenue Recognition."  SAB
104 requires that revenue generally can be recognized when all of the
following four criteria are met: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred or services have been rendered; (3) the
selling price is fixed or determinable; and (4) collectibility is reasonably
assured. Determination of criteria (3) and (4) are based on management's
judgments regarding the fixed nature of the selling prices of the products
delivered and the collectibility of those amounts. Provisions for discounts
and rebates to customers, estimated returns and allowances, and other
adjustments are provided for in the same period in which the related sales
are recorded.  The Company defers any revenue for which the product has not
been delivered or is subject to refund until such time when the Company and
its customer jointly determine that the product has been delivered or no
refund will be required.

Accounts Receivables and Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. The
allowance is calculated based upon the evaluation and the level of past due
accounts and the relationship with, and the economic status of, our
customers.  The Company analyzes historical bad debts, customer credit
worthiness, current economic trends and changes in its customer payment terms
when evaluating the adequacy of the allowance for doubtful accounts.  The
Company believes that, as of December 31, 2002, there were no unusual credit
risk beyond the normal risk associated with the collection of its accounts
receivable.

RISK FACTORS

The Company's business is subject to numerous risk factors. The risks and
uncertainties described below are those that we have identified as material.
If any of the events contemplated by the following discussion of risks
should occur, our business, financial condition and results of operations
may suffer.  As a result, the trading price of our common stock could
decline and you could lose part or all of your investment in our common
stock.

Axiom has experienced losses in the past, and it may never achieve or
sustain profitability.


<PAGE>                                17



Axiom incurred a net loss of $5.17 million for our fiscal year ended December
31, 2002, and as of such dates Axiom's accumulated deficit were $19.16
million. Axiom anticipates incurring additional losses until its customer
base and its revenues are significantly increased. Axiom is not able to
estimate when, if ever, its revenues will increase to cover its cost of sales
and operating expenses. Axiom cannot assure you that its revenue will grow
in the future or that additional capital will be made available to it.  If
revenues grow slower than Axiom anticipates, or if Axiom's cost of sales and
operating expenses exceed its expectations or cannot be reduced accordingly,
or if Axiom cannot obtain additional capital, Axiom's business, operating
results and financial condition will be materially and adversely affected,
which could cause you to loss all or part of your investment in our common
stock.

Axiom depends on a few large customers, and the loss of any of those customers,
or their inability to pay, could materially reduce our revenues, liquidity and
cash flows.

A significant portion of our revenues has been coming from five (5) largest
customers.  For the year ended December 31, 2002, Axiom's sales to those
large customers who accounted for 10% or more each of its net sales aggregated
approximately 80% of its net sales. The loss of any of those customers or
their inability to pay in a timely fashion could materially reduce Axiom's
revenues, liquidity and cash flows.

Axiom may need additional capital to implement its business strategy, which
may not be available to it, and if Axiom raises additional capital, it may
dilute your ownership in us.

Axiom currently depends on invoice discounting, bank loans and finance lease
agreements to meet its short-term cash requirements. In order to grow
revenues and reach profitability, Axiom will require additional capital. At
present Axiom does not have any arrangements for financing. Obtaining
additional financing will be subject to a number of factors, including market
conditions, our operating performance and investor sentiment. These factors
may make the timing, amount, terms and conditions of additional financing
unattractive to Axiom.  Axiom cannot assure you that it will be able to
obtain any additional financing.  If Axiom is unable to obtain the financing
needed to achieve its business strategy, Axiom's ability to increase revenues
will be materially impaired and we may never reach profitability.
Additionally, any additional capital raised through the sale of equity or
convertible debt securities may dilute your ownership percentage in us.

Axiom has no long-term manufacturing contracts from its customers, and
reductions, cancellations or delays in customer orders would adversely affect
its operating results.

As is typical in the electronics manufacturing service industry, Axiom does
not usually obtain long-term manufacturing orders or commitments from its
customers. In addition, customers may cancel their orders, change production
quantities or delay production for a number of reasons beyond our control.
Significant or numerous cancellations, reductions or delays in orders by
Axiom's customers would reduce its revenues.  Because many of Axiom's costs
are fixed, a reduction in sales could have a disproportionate adverse effect
on Axiom's operating results.

Axiom's quarterly operating results, revenues and expenses may fluctuate
significantly, which could have an adverse effect on the market price of our
common stock.


<PAGE>                                     18



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

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

  	o  lengthy and unpredictable sales cycles,

   	o  changes in our operating expenses,

   	o  changes in exchange rates, and

   	o  fluctuations in general economic conditions.

Axiom believes that period-to-period comparisons of its results of operations
are not a good indication of future performance.  It is possible that Axiom's
operating results will be below your expectations.

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. After receiving manufacturing
orders, Axiom purchases electronics components used in the manufacturing of
its customers' products.  As a result, 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 Axiom's
agreements with its customers.

Axiom operates in a competitive business environment and if Axiom cannot compete
effectively, it may never become profitable.

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

If Axiom fails to keep pace with rapid technological changes in the industry,
Axiom could lose existing customers and be unable to attract new business.



<PAGE>                                   19



Electronics manufacturing service market in which we operate is characterized
by rapidly changing technologies, frequent new product and service introductions
and evolving industry standards.  Axiom expects new products and services to
continue to be developed and introduced by others, which will compete with,
and reduce the demand for, Axiom's products and services.  Axiom's future
success will depend, in part, on its ability to enhance the performance
features and reliability of its current products and introduce new products
and services that keep pace with technological developments and emerging
industry standards and to address the increasingly sophisticated needs of its
customers. If Axiom fails to keep pace with rapid technological changes in the
industry, Axiom could lose existing customers and be unable to attract new
business.

Axiom's success depends on the continuing trend of original electronics
manufacturers to outsource. Uncertainties and adverse trends affecting the
electronics industry or any of Axiom's major customers may adversely affect
our operating results.

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

Fluctuations in the exchange rate between the British Pound Sterling and the
United States dollar may adversely affect our operating results.

The functional currency of Axiom's operations in the United Kingdom is British
Pound Sterling.  Results of Axiom's operations are translated at average
exchange rates into United States dollars for purposes of reporting results.
As a result, fluctuations in exchange rates may adversely affect Axiom's
expenses and results of operations as well as the value of its assets and
liabilities. Fluctuations may also adversely affect the comparability of
period-to-period results.  Although Axiom may use hedging techniques in the
future (which it currently does not use), Axiom may not be able to eliminate
the effects of currency fluctuations. Thus, exchange rate fluctuations could
have a material adverse impact on Axiom's operating results and stock price.


Item 7.  FINANCIAL STATEMENTS

The following audited financial statements are filed with this report:

 (i)   Audited financial statements of Axiom Manufacturing Services Ltd. for
       the year ended December 31, 2002;

 (ii)  Audited financial statements of Axiom Manufacturing Services Ltd. for
       the years ended March 31, 2002 and 2001;

 (iii) Unaudited Statement of Operations of Axiom Manufacturing Services Ltd.
       for the nine months ended December 31, 2002.



<PAGE>                                  20



 (iv)  Pro forma balance sheet as of December 31, 2002

 (v)   Pro forma statements of operations for the year ended December 31, 2002


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

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

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

During the period from March 8, 2002 (inception) to December 31, 2002, there
were no disagreements between the Company and Stan J. H. Lee, CPA, on any
matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure which, if not resolved to the satisfaction of
Stan J. H. Lee, CPA, would have caused Stan J. H. Lee, CPA, to make reference
to the matter in its reports on the Company's financial statements. During
the period from March 8, 2002 (inception) to December 31, 2002, there were no
reportable events as the term described in Item 304(a) 1)(iv) of Regulation
S-B. Stan J. H. Lee, CPA's opinion in its report on the Company's financial
statements for the year ended December 31, 2002, expressed substantial doubt
with respect to the Company's ability to continue as a going concern.

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

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

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



<PAGE>                                  21


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

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


Item 8A.   CONTROLS AND PROCEDURES

Our management, with the participation of our President and Chief Financial
Officer (principal executive officer and principal financial officer),
evaluated the effectiveness our disclosure of controls and procedures as of
the end of the period covered by this report. Based on that evaluation, the
President and Chief Financial Officer concluded that our disclosure controls
and procedures as of the end of the period covered by this report are
functioning effectively to provide reasonable assurance that the information
required to be disclosed by us in reports filed under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms.

No change in our internal control over financial reporting occurred during our
fourth fiscal quarter that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.


                                      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>                                22


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.

In connection with the acquisition, on February 12, 2003, Mr. Jianjun Zhang,
then the Company's sole executive officer and director resigned.  New officers
and directors were elected. The following table sets forth certain information
regarding the executive officers and directors of the Registrant as of the date
of this Report.

    Name             Age                      Office
------------------  ------   ------------------------------------------------
Jacinta Sit           31      President, Chief Financial Officer and Director
Paul Pursey           56      Managing Director of Axiom Manufacturing Services
                              Ltd. (retired in March 2004)
Shaun Ashmead         37      Managing Director of Axiom Manufacturing Services
                              Ltd.
Vivian Lee-Yu Lam     33      Secretary and Director
Woon Chew Chai        44      Director

Our executive officers are appointed by and serve at the discretion of the Board
of Directors. There are no family relationships between any director and/or any
executive officer.

JACINTA SIT has been our President and Chief Financial Officer and a director
since February 2003.  From 2001 to the present, Ms. Sit holds various positions,
most recently as an Executive Director, of South Sea Petroleum Holdings Limited
(formerly Sen Hong Resources Holdings Ltd.), a Hong Kong corporation, whose
principal business is the exploration and production of crude oil.

PAUL PURSEY was appointed as Managing Director of Axiom Manufacturing Services
Limited, a subsidiary of the Company, in September 2002. From 1998 to September
2002, Mr. Pursey was Senior Executive within the Human Resources Group
responsible for personnel, training, health & safety, administrative and
factory engineering. From July 1999, he also served as Company Secretary of
the Company. Mr. Pursey was a key member of the Wales Electronics Forum, a
group designed to promote electronics within Wales and was chairman of Aiwa/
Axiom Consultative Committee.  Mr. Pursey played an integral part in the
Company's transition from OEM to CEM.  Prior to 1998, Mr. Pursey was head of
Aiwa Wales Manufacturing Services Limited responsible for all aspects of
manufacturing. Mr. Pursey retired in March 2004.

SHAUN ASHMEAD has been serving as Managing Director of Axiom Manufacturing
Services Ltd. since March 2004.  Prior to that, he was Axiom's Operations
Director (April 2004 to March 2004), responsible for all aspects of the business
other than Materials, Quality Engineering, Manufacturing, Finance and Human
Resources, Head of Administration Group responsible for Finance, Human
Resources and Factory Engineering, and Company Secretary (September 2002 to
August 2003).  From July 2001 to September 2002, Shaun was Axiom's Head of
Quality and Engineering Group, responsible for Technical Engineering, including
new product introduction, supplier and product quality, Test Engineering and
Market Quality Investigation Centre.  Shaun has been employed with Axiom since
1986, predominately within a Quality Managers role until 2001, and has been


<PAGE>                                    23


instrumental in ensuring that Axiom has achieved awards such as ISO 9002,
ISO 14001, QS 9000 and TS16949 and continues to ensure that the recognized
standards are met or exceeded.

VIVIAN LEE-YU LAM has been our director and Corporate Secretary since February
2003.  From 2000 to the present, Ms. Lam holds various positions, most
recently as Company Secretary, of South Sea Petroleum Holdings Limited, a
Hong Kong corporation whose principal business is the exploration and
production of crude oil.

WOON CHEW CHAI was elected as an independent director of the Company in
February 2003.  From 1994 to the present, Mr. Chai has been a partner at Michael
Chai & Co., a law firm in Kuala Lumpur, Malaysia. From 1991 to 1994, he was
a legal associate with Shook Lin & Bok, a law firm in Kuala Lumpur, Malaysia.
From 2002 to the present, he has served as director of South Sea Petroleum
Holdings Limited, a Hong Kong corporation, whose principal business is the
exploration and production of crude oil.  Mr. Chai holds a Bachelor of Laws
(Hons) degree from the University of Buckingham, and a Bachelor of Science
(Hons) degree in Chemistry from University of Surrey, UK.  Mr. Chai is qualified
as Barrister at Law from Lincoln's Inn, England.  Since September 2003, Mr. Chai
has been serving as a director of Cowley Technologies Corp., a magazine
distributor in Hong Kong.

There are no significant employees.  There is no person making significant
contribution to the business other than executive officers.

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

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

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


ITEM 10.  EXECUTIVE COMPENSATION

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


<PAGE>                                   24



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

The directors of the Company receive no salary or any other type of compensation
from the Company in their capacity as directors.

There are no employment contracts.


Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

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

                 Name and Address       Number of Shares     Percentage
Title of Class  of Beneficial Owner    Beneficially Owned   of the Class
-------------- ---------------------  -------------------- ---------------
Common Stock    Great Admirer Ltd. (i)     17,601,002         94.8% (ii)
                2 Queen's Road, Central
                Hong Kong
---------------------------------------------------------------------------
(i) Great Admirer Ltd. is owned by South Sea Petroleum Holdings Ltd., a Hong
Kong corporation.

(ii) Percentage of ownership is based on 18,564,002 shares of common stock
outstanding as of the date of this report.

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

Security Ownership of Management

Except Shaun Ashmead, the managing director of Axiom Manufacturing Services
Ltd., owns 600 shares of our common stock (less than one percent of our
outstanding shares of common stock), none of our executive officers and
directors beneficially owned our securities.

Changes in Control

There are no arrangements that management is aware of that may result in
changes in control as that term is defined by the provisions of Item 403(c)
of Regulation S-B.



<PAGE>                                    25



Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


Item 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

 Exhibit No.                    Description
 ---------  ------------------------------------------------------------
  3.1       Certificate of Incorporation (1)
  3.2       By-Laws (1)
  4.1       Specimen Stock Certificate (2)
 10.1       Agreement with Waywood Investment Ltd. (1)
 10.2       Shareholder agreement (1)
 31.1       Certification of CEO and CFO Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002
 32.1       Certification of CEO and CFO Pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002

(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.

(b)  Reports on Form 8-K

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

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

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




<PAGE>                                26


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

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

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


Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for professional services rendered by Demetrius
& Co., LLC. for the audit of our annual financial statements and review of
the financial statements included in our Form 10-QSB or services that are
normally provided by the accountant in connection with statutory and
regulatory filings or engagements for fiscal year 2002 was $39,000.

Audit-related Fees:   None

Tax Fees:  None.

All Other Fees:   None.

If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial
statements for the most recent fiscal year that were attributed to work
performed by persons other than the principal accountant's full-time,
permanent employees:   Not applicable.

The audit committee pre-approves all auditing and permitted non-audit
services to be performed for us by our independent auditor, including the
fees and terms of those services.




<PAGE>                                   27






                                      SIGNATURES


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


Oxford Technologies Corp.

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

Date: January 6, 2005



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


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

Date:   January 7, 2005






The following audited financial statements are filed with this report:

 (i)   Audited financial statements of Axiom Manufacturing Services Ltd. for
       the year ended December 31, 2002;

 (ii)  Audited financial statements of Axiom Manufacturing Services Ltd. for
       the years ended March 31, 2002 and 2001;

 (iii) Unaudited Statement of Operations of Axiom Manufacturing Services Ltd.
       for the nine months ended December 31, 2002.

 (iv)  Pro forma balance sheet as of December 31, 2002

 (v)   Pro forma statements of operations for the year ended December 31, 2002




<PAGE>                                     28



(i)   Audited financial statements of Axiom Manufacturing Services Ltd. for
      the year ended December 31, 2002;


              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

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

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

In our opinion, the financial statements referred to above presents fairly in
all material respects the financial position of Axiom Manufacturing Services
Limited (formerly Aiwa Wales Manufacturing Limited) as of December 31, 2002,
and the results of its operations and cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States
of America.


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


Wayne, New Jersey
February 26, 2004 except for
Note 1 which is dated
September 22, 2004



<PAGE>                                     29



                          AXIOM MANUFACTURING SERVICES LIMITED
                       (formerly AIWA Wales Manufacturing Limited)

                                  BALANCE SHEET
                                DECEMBER 31, 2002


                                      ASSETS

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

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

                    LIABILITIES AND STOCKHOLDERS' EQUITY

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

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

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



         The accompanying notes are an integral part of the statements.




<PAGE>                                  30


                         AXIOM MANUFACTURING SERVICES LIMITED
                      (formerly AIWA Wales Manufacturing Limited)

                               STATEMENT OF OPERATIONS
                         FOR THE YEAR ENDED DECEMBER 31, 2002


                                                                 US$'000 (a)

Sales.....................................................      $     13,095
Cost of Sales.............................................            15,655
                                                                ------------
Gross Loss................................................           (2,560)

Operating Expenses
 Selling, general and administrative......................            2,995
                                                                -----------

     Operating Loss.......................................          (5,555)

Other Income and Expenses
Rental income.............................................              131
Economic development grant................................              279
Interest income...........................................               33
Interest expense..........................................             (58)
                                                                -----------

     Net Loss.............................................       $  (5,170)
                                                                ===========

Basic loss per common share...............................       $   (0.40)
                                                                ===========

Weighted average common shares............................      12,804,698
                                                                ===========


(a) Except for per share data


          The accompanying notes are an integral part of the statements




<PAGE>                                  31



                          AXIOM MANUFACTURING SERVICES LIMITED
                      (formerly AIWA Wales Manufacturing Limited)

                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                          FOR THE YEAR ENDED DECEMBER 31, 2002

<TABLE>
<CAPTION>


                                        Common Stock           Additional                 Accumulated Other  Comprehensive
                                          Par value               Paid       Accumulated   Comprehensive       Income
                                   Shares          Amount      In Capital      Deficit     Income (Loss)       (Loss)
                              ---------------- -----------  ------------ -------------- ------------------- -------------

                                <c>            <c>            <c>           <c>             <c>
Balance, Dec. 31, 2001          10,450,002     $   16,638     $     -      $  (13,986)     $    (1,368)
 10,450,002 shares at
 $1.5922 par value

Issuance of common stock         3,114,000          4,471

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

Comprehensive income (loss)
 Net loss                                                                     (5,170)                         $   (5,170)
 Foreign currency translation adjustment                                                         1,758             1,758
                                                                                                              ------------
Total comprehensive income (loss)                                                                             $   (3,412)
                              -------------- ------------   -------------- ------------ -----------------    ============
Balance, Dec. 31, 2002          13,564,002    $   21,109    $   11,865      $ (19,156)       $      390
                              ============== ============   ==============  =========== =================


                                The accompany notes are an integral part of the statements.

</TABLE>



<PAGE>                                    32




                             AXIOM MANUFACTURING SERVICES LIMITED
                         (formerly AIWA Wales Manufacturing Limited)

                             CONSOLIDATED STATEMENT OF CASH FLOWS
                              FOR THE YEAR ENDED DECEMBER 31, 2002


                                                                  US $'000
Cash Flows from Operating Activities:
 Net Loss.................................................    $    (5,170)
 Adjustments to reconcile net income to net cash
  used in operating activities:
   Depreciation and amortization..........................           1,231
   Amortization of grant received.........................           (279)
   Gain/loss from disposal of property, plant and machinery           (43)
Changes in operating assets and liabilities:
Accounts receivable.......................................         (1,771)
Inventory.................................................         (2,135)
Other assets..............................................             123
Accounts payable..........................................           2,359
Taxes payable.............................................             252
Deferred income...........................................              99
Accrued expenses..........................................             (9)
                                                               -----------
   Cash used in operating activities......................         (5,344)

Cash Flows from Investing Activities:
Proceeds from sale of property and equipment..............             57
Purchase of property and equipment........................          (701)
                                                               -----------
   Cash used in investing activities......................          (644)

Cash Flows from Financing Activities:
Proceeds from grants......................................          3,863
Repayment of loan from related parties....................          1,762
Proceeds from financing leases............................            363
Payments on financing leases..............................           (36)
Proceeds from other loans payable.........................            281
                                                               -----------
   Cash provided by financing activities..................          6,233

Effect of exchange rate changes on cash and cash equivalents        (205)
                                                               -----------

Increase in cash and cash equivalents.....................             41

Cash and Cash Equivalents, Beginning......................     $        6
                                                               ===========
Cash and Cash Equivalents, Ending.........................     $       47
                                                               ===========

Additional cash flow information:
Cash paid for interest expense............................     $       58
                                                               ===========


          The accompanying notes are an integral part of the statements




<PAGE>                                      33




                         AXIOM MANUFACTURING SERVICES LIMITED
                      (formerly AIWA Wales Manufacturing Limited)

                             NOTES TO FINANCIAL STATEMENTS
                                  DECEMBER 31, 2002

NATURE OF OPERATIONS

Axiom Manufacturing Services Ltd. (Axiom) (the Company) has originally been
formed and incorporated in South Wales, United Kingdom on September 3, 1980 as
a wholly owned subsidiary of AIWA Co., Ltd. and named AIWA (UK) Ltd.  The name
of the Company was changed in June 1997 and to its current name on April 10,
2002.  Whatever organizational and acquisition costs incurred by AIWA/Axiom were
recoded on the books of Axiom.

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

Prior to the acquisition by Great Admirer, Axiom had been a wholly owned
subsidiary of AIWA Europe Ltd., which was itself a wholly owned subsidiary of
AIWA Co., Ltd., which was effectively acquired by Sony Corporation on October 1,
2002.

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

On February 12, 2003, Oxford Technologies, Inc. (Oxford), a blank check non-
operating company acquired Axiom, by exchanging its shares for the shares of
Axiom that were owned by Great Admirer.  Oxford, as the legal acquirer, was the
registrant on that date and remains the registrant with the Securities and
Exchange Commission. The merger was accounted for as a reverse acquisition,
whereby, under accounting principals generally accepted in the United States of
merica, after completion of the merger, Oxford will file prior historical
financial information of Axiom, on a stand-alone basis, for the year prior to
the acquisition (12/31/2002), which is contained in the accompanying financial
statements. The continuing operations of the Company will reflect the
consolidated operations of Oxford and its wholly owned subsidiary, Axiom,
commencing with January 1, 2003.  The acquisition of Axiom by Great Admirer
was treated as a reverse merger in accordance with purchase accounting under
APB 16.

The Company was responsible for manufacturing Aiwa brand consumer electronics
products, primarily audio and visual products on behalf of Aiwa Japan, for
distribution in the Europe. In December 2000, due to a gradually decreasing
profit margin, the Company began to provide electronic manufacturing services
(EMS) to third parties. In July 2001, Aiwa brand products were terminated and
the Company became entirely an EMS provider in the markets of telecommunication



<PAGE>                                  34



equipment, computer and related products, video/audio/entertainment products,
industrial control equipment, testing and instrumentation products and medical
devices.  The Company offers its customers comprehensive and integrated design
and manufacturing services, from initial product design to volume production,
direct order fulfillment and aftermarket support.

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

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Foreign Currency Translation - The functional currency of the Company's
operations in the UK is the British Pound Sterling. Results of operations and
cash flows are translated at average exchange rates during the period while
specific investing and financing activities are translated at rates in effect
at the time of the cash inflow or outflow.  Assets and liabilities are
translated at end-of-period exchange rates.  Translation adjustment is shown
as a separate component of stockholders' equity.  Foreign currency transaction
gains or loss are included in the determination of net income.

Reporting Entity - The Company's financial statements reflect the financial
condition on a "stand-alone" basis and did not include any transactions of
any affiliates.

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

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

Accounts Receivables - Accounts receivables are reported net of allowances for
doubtful accounts. The allowances are based upon the Company's regular
assessment of the credit worthiness and financial conditions of specific
customers, as well as its historical experience with bad debts, receivable
ageing, current economic trends and the financial condition of its customers'
business climate.

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

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


<PAGE>                                 35



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

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

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

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

Advertising Costs - The Company expenses advertising costs when incurred.

Comprehensive Income - The Company's comprehensive income for the year ended
December 31, 2002 includes foreign translation gains.

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

In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations".  SFAS No. 143 establishes accounting requirements for
retirement obligations associated with tangible long-lived assets, including
(1) the timing of the liability recognition, (2) initial measurement of the
liability, (3) allocation of asset retirement cost to expense, (4)
subsequent measurement of the liability and (5) financial statement
disclosures.  SFAS No. 143 requires that an asset retirement cost should be



<PAGE>                                 36



capitalized as part of the cost of the related long-lived asset and
subsequently allocated to expense using a systematic and rational method. The
adoption of SFAS No. 143 is not expected to have a material effect on the
Company's financial position, results of operations, or cash flows.

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

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections" (hereinafter "SFAS No. 145"), which updates, clarifies and
simplifies existing accounting pronouncements.  FASB No. 4, which required
all gains and losses from the extinguishment of debt to be aggregated
and, if material, classified as an extraordinary item, net of related tax
effect was rescinded.  As a result, FASB No. 64, which amended FASB No. 4,
was rescinded, as it was no longer necessary.  FASB No. 44, Accounting
for intangible Assets of Motor Carriers, established the accounting
requirements for the effects of transition to the provisions of the Motor
Carrier Act of 1980.  Since the transition has been completed, FASB
No. 44 is no longer necessary and has been rescinded. SFAS No. 145 amended
FASB No. 13 to eliminate an inconsistency between the required accounting
for sale-leaseback transactions and the required accounting for certain
lease modifications that have economic effects that are similar to sale-
leaseback transactions.  At this time, the Company does not believe that
the adoption of SFAS No. 145 will have a material effect on the financial
statements of the Company.

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

In December 2002, the Financial Accounting Standards Board (FASB) issued
SFAS No. 148, "Accounting for Stock-Based Compensation- - ransition and
Disclosure", which amends SFAS No. 123, "Accounting for Stock-Based



<PAGE>                               37



Compensation."  SFAS No. 148 provides alternative methods of transition
for a voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require more prominent and more
frequent disclosures in financial statements about the effects of stock-
based compensation.  The transition guidance and annual disclosure
provisions of SFAS No. 148 are effective for fiscal years ending after
December 15, 2002. The adoption of SFAS No. 148 did not have a material
effect on the financial statements of the Company.

2.  INVENTORIES

Inventories at December 31, 2002 consisted of the following:

                                                  US$'000

        Raw materials                           $   3,436
                                                 =========

3.  PROPERTY AND EQUIPMENT

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

                                                  US $'000

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

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

4.  OTHER CURRENT ASSETS

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

                                                    US$'000

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



<PAGE>                                  38




5.  RELATED PARTY TRANSACTIONS

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

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

6.  LOAN PAYABLE

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

                                    Current portion      Non-current
                                    ---------------    --------------

                                         US$'000           US$'000

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

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

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

7.  DEFERRED INCOME

In July 2002, the Company received a grant in aid of $3,863,000 from the Nation
Assembly for Wales. This funding was made available to safeguard jobs
following the decision by Aiwa Europe Limited to end production of electronic
consumer goods.  The National Assembly for Wales has been given security in
the form of a first lien on the land and buildings at Technology Park, Newbridge
and has the right to require repayment of part or all of the grants under
certain circumstances.  Upon receipt of the grant funds, the Company recorded
them as deferred revenues. Each month, the Company records revenue based on a
predetermined formula.



<PAGE>                                     39

8.  INCOME TAXES

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

                   Deferred tax asset:	                US $'000
                                                      ---------------

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

9.  EMPLOYEE BENEFIT PLAN

The Company maintains a defined contribution pension plan for all its employees.
The Company's contribution to the plan was $140,000 for the year 2002.

9.  RECONCILIATION TO U.S. GAAP

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

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

US GAAP Adjustments:
Prior period GAAP adjustment                 (a)                    6,115
Reversal of impairment write back            (b)                  (1,841)
Depreciation, building                       (c)                    (133)
Foreign currency translation adjustment      (d)                      687
----------------------------------------------------------------------------
Property & Equipment, net reported under US GAAP                   14,955
                                                                  =========

  (a)  Prior period GAAP adjustments:  The prior period GAAP adjustments were
presented in the financial statements for the year ending December 31, 2002 to
comply with US GAAP.

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

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

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



<PAGE>                                 40



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

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

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

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


<PAGE>                                41


(ii)  Audited financial statements of Axiom Manufacturing Services Ltd. for
      the years ended March 31, 2002 and 2001;



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


                           INDEPENDENT AUDITORS' REPORT


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

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

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

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


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

Wayne, New Jersey
July 17, 2003


<PAGE>                                     42



                          AXIOM MANUFACTURING SERVICES LIMITED
                      (formerly AIWA Wales Manufacturing Limited)

                                    BALANCE SHEET

                                       ASSETS
<TABLE>
<CAPTION>
                                                                             March 31,
                                                                  -------------------------------
                                                                     2002                2001
                                                                  --------------     ------------
                                                                     US  $'000          US $'000

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

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


                     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

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

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



                     The accompanying notes are an integral part of the statements.

</TABLE>

<PAGE>                                         43



                                   AXIOM MANUFACTURING SERVICES LIMITED
                              (formerly AIWA Wales Manufacturing Limited)

                                       STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

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

                                                           <c>               <c>

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

Operating Expenses
  Selling, general and administrative.........                   644               447
                                                         ------------    --------------

Operating Loss................................               (8,119)            (7,393)

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

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



               The accompanying notes are an integral part of the statements.


</TABLE>

<PAGE>                                        44

<TABLE>
<CAPTION>

                              AXIOM MANUFACTURING SERVICES LIMITED
                           (formerly AIWA Wales Manufacturing Limited)

                   STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)


                                          Common Stock                                Accumulated Other  Comprehensive
                                            Par value                Accumulated       Comprehensive        Income
                                      Shares            Amount         Deficit          Income (Loss)       (Loss)
                                -----------------  ------------- ------------------  -------------------- -------------

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

Comprehensive income (loss)
 Net loss                                                               (6,990)                            $   (6,990)
 Foreign currency translation adjustment                                                      (1,391)          (1,391)
                                                                                                           -----------

Total comprehensive income (loss)                                                                          $   (8,381)
                                -----------------  --------------- ----------------  --------------------  ===========
Balance, March 31, 2001            10,450,002       $  16,638       $   (8,241)        $      (1,391)
                                =================  ===============  ==============   ====================

Comprehensive income (loss)
 Net loss                                                               (7,828)                            $  (7,828)
 Foreign currency translation adjustment                                                          69              69
                                                                                                           ----------

Total comprehensive income (loss)                                                                          $  (7,759)
                               -----------------  ---------------   -------------    ------------------    ===========
Balance, March 31, 2002           10,450,002       $  16,638         $ (16,069)        $      (1,322)
                               =================  ===============   =============    ==================





                            The accompanying notes are an integral part of the statements.


</TABLE>

<PAGE>                                           45



                                     AXIOM MANUFACTURING SERVICES LIMITED
                                  (formerly AIWA Wales Manufacturing Limited)

                                          STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

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


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

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

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

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

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

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




                      The accompanying notes are an integral part of the statements.


</TABLE>


<PAGE>                                   46



                         AXIOM MANUFACTURING SERVICES LIMITED
                      (formerly AIWA Wales Manufacturing Limited)

                           NOTES TO FINANCIAL STATEMENTS

                              MARCH 31, 2002 and 2001

NATURE OF OPERATIONS

Axiom Manufacturing Services Limited ("Axiom) provides electronic manufacturing
services (EMS) to third parties in the markets of telecommunication equipment,
computers and related products, video/audio/entertainment products, industrial
control equipment, testing and instrumentation products and medical devices.
Axiom offers its customers comprehensive and integrated design and
manufacturing services, from initial product design to volume production, direct
order fulfillment and aftermarket support. The Company's customer base is
primarily in the United Kingdom.

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

At the time Great Admirer acquired Axiom in April 2002, Great Admirer was a
non-operating shell company and incurred minimal costs to acquire Axiom.
Therefore, no adjustments were made for any costs incurred by Great Admirer
to be "pushed down" in the accounts of Axiom.

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

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

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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


<PAGE>                                47


Foreign Currency Translation - The local currency is the functional currency
of the Company's operations in UK.  Results of operations and cash flows are
translated at average exchange rates during the period while specific
investing and financing activities are translated at rates in effect at the
time of the cash inflow or outflow.  Assets and liabilities are translated
at end-of-period exchange rates.  Translation adjustment is shown as a
separate component of stockholders' equity.  Foreign currency transaction
gains or loss are included in the determination of net income.

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

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

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

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

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

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

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

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

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

Advertising Costs - The Company expenses advertising costs when incurred.


<PAGE>                                  48



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

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

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

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

2.  INVENTORIES

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



<PAGE>                            49



                                          2002          2001
                                         US$'000       US$'000

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

3.   PROPERTY AND EQUIPMENT

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

                                          2002          2001
                                         US$'00       US$'000


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


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

4.   OTHER CURRENT ASSETS

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

                                           2002         2001
                                         US$'000      US$'000

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

5.   RELATED PARTY TRANSACTIONS

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



<PAGE>                               50


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

6.	MAJOR CUSTOMERS

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

      Name             Product Type            Sales Amount
                                                  US$'000

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

7.   COMMITMENTS

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

8.   INCOME TAXES

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

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

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


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

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




<PAGE>                                   51


9.   Reconciliation to U.S. GAAP

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

                                                Notes        2002       2001
                                                          US$'000   US$'000
--------------------------------------------------------------------------------
Net loss under UK GAAP                                   (13,975)     (6,990)
US GAAP Adjustments:
Reversal of write-offs due to impairment loss   (a)        6,264           -
Depreciation - building                         (b)         (117)          -
--------------------------------------------------------------------------------
Net loss reported under US GAAP                           (7,828)    (6,990)

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

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

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

                                                Notes        2002      2001
                                                           US$'000   US$'000
-----------------------------------------------------------------------------
Property & Equipment, net under UK GAAP                      7,383    3,020
US GAAP Adjustments:
Reversal of write-offs due to impairment loss     (c)        6,264        -
Increase in building depreciation                 (d)        (117)        -
Foreign currency translation adjustment           (e)         (31)        -
-----------------------------------------------------------------------------
Property & equipment, net under US GAAP                     13,499     3,020

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

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


<PAGE>                                   52



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

10.   SUBSQUENT EVENT

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

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


<PAGE>                                 53



(iii)  Unaudited Statement of Operations of Axiom Manufacturing Services Ltd.
       for the nine months ended December 31, 2002.

Please note that Oxford Technologies Inc. had no operations for the nine-month
periods ended December 31, 2002 and 2001, therefore, the numbers in the
following statement of operations are not consolidated numbers.


                          AXIOM MANUFACTURING SERVICES LIMITED
                      (formerly AIWA Wales Manufacturing Limited)

                                STATEMENT OF OPERATIONS
                                      (Unaudited)

<TABLE>
<CAPTION>
                                                    Nine-Month Ended
                                                      December 31
                                              --------------------------------
                                                     2002          2001
                                              ----------------- --------------
                                                   US $'000      US $'000

                                                   <c>           <c>

Sales......................................     $    10,499    $     9,754
Cost of Sales..............................          11,998         14,861
                                                ------------   ------------
Gross Loss.................................         (1,499)        (5,107)

Operating Expenses
   Selling, general and administrative.....           1,583         1,095
                                                ------------   -----------

     Operating Loss........................         (3,082)       (6,202)

Interest income............................             15            159
Interest expense...........................           (20)          (103)
                                                ------------   -----------
     Loss Before Income Taxes..............        (3,087)        (6,146)

Income tax benefit.........................              -           257
                                                ------------  ------------
Net Loss...................................     $   (3,087)   $  (5,889)
                                                ============  ============

</TABLE>



<PAGE>                                      54




(iv)  Pro forma balance sheet as of December 31, 2002




                               OXFORD TECHNOLOGIES CORP.
                         Consolidated Pro Forma Balance Sheet
                          DECEMBER 31, 2002 (in Thousands)


<TABLE>
<CAPTION>
            ASSETS

                                                        Axiom           Oxford        Pro Forma
                                                     Manufacturing   Technologies    Adjustments   Pro Forma

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

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

                                                     $  21,953        $      -                    $  21,953
                                                     =========        ===========                ==========


        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable & accrued expenses............      $  3,000         $      -                    $  3,000
Notes payable, current portion.................           192                -                         192
Taxes payable..................................           270                -                         270
Deferred income, current portion...............           859                -                         859
                                                    ----------       ------------               -----------
      Total Current Liabilities................         4,321                                        4,321

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

Stockholders' Equity
Common stock, Axiom, 13,564,002 shares authorized
 issued and outstanding........................        21,009                -      (21,009)   b         -
Common stock, Oxford, 5,000,000 shares issued and
  outstanding                                               -                1             1   a         2
Additional paid in capital......................       11,865                -        21,109 b      32,972
                                                                                          (1)  a
                                                                                          (1)  c
Accumulated Other Comprehensive Loss............          390                -                         390
Accumulated Deficit.............................     (19,156)              (1)             1   c   (19,156)
                                                   -----------      -----------                  ----------
     Total Shareholders' Equity.................       14,208                -                      14,208
                                                   -----------      -----------                  ----------
                                                   $   21,953       $        -                   $   21,953
                                                   ===========      ===========                  ==========



 a.  Issuance of 13,564,002 Oxford shares at $0.0001
 b.  Elimination of Axiom common shares
 c.  Elimination of Oxford deficit

</TABLE>

<PAGE>                                         56




(v)   Pro forma statements of operations for the year ended December 31, 2002



                                  OXFORD TECHNOLOGIES CORP.

                        CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
                              FOR THE YEAR ENDED DECEMBER 31, 2002
                            (In Thousands, except per share amounts)

<TABLE>
<CAPTION>


                                                    Axiom           Oxford         Pro Forma
                                                Manufacturing     Technologies    Adjustments     Pro Forma


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

Sales......................................      $    13,095       $       -                     $   13,095
Cost of Sales..............................           15,655               -                         15,655
                                                 -----------       ------------                 ------------
Gross Loss.................................          (2,560)               -                        (2,560)


Operating Expenses
 Selling, general and administrative.......           2,995                1                         2,996
                                                 -----------       ------------                  ----------

   Operating Loss..........................         (5,555)               (1)                      (5,556)

Other Income and Expenses
Rental income..............................            131                  -                         131
Economic development grant.................            279                  -                         279
Interest income............................             33                  -                          33
Interest expense...........................           (58)                  -                        (58)
                                                 ----------        ------------                 -----------

    Net Loss...............................      $ (5,170)         $      (1)                   $  (5,171)
                                                 ==========        ============                 ===========

Basic loss per common share................                                                     $   (0.28)
                                                                                                ===========

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


</TABLE>


<PAGE>                                                    57