<PAGE>   1

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

                                 AMENDMENT NO. 1
                                       TO
                                   FORM 10-QSB

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

                     FOR THE QUARTER ENDED DECEMBER 31, 1999

                                       OR

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

                    FOR THE TRANSITION PERIOD FROM _______ TO

                        COMMISSION FILE NUMBER 000-26377

                             OXIR INVESTMENTS, INC.

        (Exact name of small business issuer as specified in its charter)

         CALIFORNIA                                                88-0397134
          (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                    Identification No.)

         3980 HOWARD HUGHES PARKWAY, SUITE 340, LAS VEGAS, NEVADA 89109
                    (Address of principal executive offices)

         Registrant's telephone no., including area code: (702) 369-4260

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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       No  X
          ---      ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of the Company's common stock,
no par value, as of February 14, 2000: 21,182,200


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Heading                                                                                                   Page
-------                                                                                                   ----
                                         PART I. FINANCIAL INFORMATION

<S>               <C>                                                                                     <C>
Item 1.           Consolidated Financial Statements..............................................         1

                  Consolidated Balance Sheets -- December 31, 1999 and June 30, 1999.............         3

                  Consolidated Statements of Operations -- Three and Six Months Ended
                  December 31, 1999 and 1998.....................................................         5

                  Consolidated Statements of Stockholders' Equity................................         6

                  Consolidated Statements of Cash Flows -- Three and  Six Months Ended
                  December 31, 1999 and 1998.....................................................         7

                  Notes to Consolidated Financial Statements ....................................         9

Item 2.           Management's Discussion and Analysis and
                    Results of Operations........................................................         10

                                         PART II. OTHER INFORMATION

Item 1.           Legal Proceedings..............................................................         12

Item 2.           Changes In Securities..........................................................         12

Item 3.           Defaults Upon Senior Securities ...............................................         12

Item 4.           Submission of Matters to a Vote of Securities Holders .........................         12

Item 5.           Other Information .............................................................         12

Item 6.           Exhibits and Reports on Form 8-K...............................................         12

                           SIGNATURES ...........................................................         13
</TABLE>

                                       -i-


<PAGE>   3


                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

         The following unaudited Financial Statements for the period ended
December 31, 1999, have been prepared by the Company.


















                                       -1-


<PAGE>   4











                     OXIR INVESTMENTS, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                       DECEMBER 31, 1999 AND JUNE 30, 1999











                                     -2-
<PAGE>   5


                     OXIR INVESTMENTS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                               ASSETS
                                               ------

                                                                        December 31,                June 30,
                                                                            1999                      1999
                                                                 ------------------------   ------------------------
                                                                       (Unaudited)

<S>                                                              <C>                        <C>
CURRENT ASSETS

   Cash and cash equivalents                                     $                 48,617   $                 52,627
   Investment in trading securities                                             4,937,524                  4,672,246
   Prepaid expenses                                                                 3,969                      3,978
                                                                 ------------------------   ------------------------

      Total Current Assets                                                      4,990,110                  4,728,851
                                                                 ------------------------   ------------------------

PROPERTY AND EQUIPMENT                                                          4,450,042                  4,013,222
                                                                 ------------------------   ------------------------

OTHER ASSETS

   Investment                                                                     300,000                     -
   Related party receivable                                                         8,080                      8,080
   Deposits                                                                        15,000                     15,000
                                                                 ------------------------   ------------------------

      Total Other Assets                                                          323,080                     23,080
                                                                 ------------------------   ------------------------

      TOTAL ASSETS                                               $              9,763,232   $              8,765,153
                                                                 ========================   ========================
</TABLE>

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


                                     -3-
<PAGE>   6



                     OXIR INVESTMENTS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                     Consolidated Balance Sheets (Continued)

<TABLE>
<CAPTION>
                                     LIABILITIES AND STOCKHOLDERS' EQUITY
                                     ------------------------------------

                                                                        December 31,                June 30,
                                                                            1999                      1999
                                                                 ------------------------   ------------------------
                                                                       (Unaudited)

<S>                                                              <C>                        <C>
CURRENT LIABILITIES

   Accounts payable                                              $                 25,316   $                 39,121
   Margin account                                                               1,814,327                  1,981,464
   Client funds payable                                                         1,493,461                  1,252,131
   Provision for income taxes                                                      82,373                    398,760
   Deferred tax liability                                                         547,530                    550,134
   Current portion - mortgage payable                                               1,550                      1,303
                                                                 ------------------------   ------------------------

      Total Current Liabilities                                                 3,964,557                  4,222,913
                                                                 ------------------------   ------------------------

LONG-TERM LIABILITY

   Mortgage payable                                                               205,525                    206,492
                                                                 ------------------------   ------------------------

      Total Long-Term Liability                                                   205,525                    206,492
                                                                 ------------------------   ------------------------

      Total Liabilities                                                         4,170,082                  4,429,405
                                                                 ------------------------   ------------------------

COMMITMENTS

STOCKHOLDERS' EQUITY

   Common stock: 50,000,000 shares authorized of no
    par value, 21,182,200 and 21,090,600 shares issued
    and outstanding, respectively                                               2,956,769                  2,498,769
   Retained earnings                                                            2,636,381                  1,836,979
                                                                 ------------------------   ------------------------

      Total Stockholders' Equity                                                5,593,150                  4,335,748
                                                                 ------------------------   ------------------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $              9,763,232   $              8,765,153
                                                                 ========================   ========================
</TABLE>





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


                                     -4-
<PAGE>   7
                     OXIR INVESTMENTS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                         Consolidated Income Statements
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        For the                              For the
                                                   Six Months Ended                     Three Months Ended
                                                      December 31,                          December 31,
                                       ---------------------------------------------   ---------------------
                                                1999                    1998                    1999
                                       ---------------------   ---------------------   ---------------------
<S>                                    <C>                     <C>                     <C>
SALES                                  $              -        $              -        $              -

COST OF GOODS SOLD                                    -                       -                       -
                                       ---------------------   ---------------------   ---------------------

GROSS MARGIN                                          -                       -                       -
                                       ---------------------   ---------------------   ---------------------

COSTS AND EXPENSES

   Depreciation expense                              141,528                  13,869                 104,175
   Rent expense                                       28,067                   8,383                   8,254
   General and administrative                      2,274,920                 238,531                 294,260
                                       ---------------------   ---------------------   ---------------------

      Total Costs and Expenses                     2,444,515                 260,783                 406,689
                                       ---------------------   ---------------------   ---------------------

      Net Loss From Operations                    (2,444,515)               (260,783)               (406,689)
                                       ---------------------   ---------------------   ---------------------

OTHER INCOME (EXPENSE)

   Interest expense                                  (65,336)                (14,250)                (29,698)
   Net realized gain on sale of
    marketable securities                            825,939                 375,475                 160,068
   Net unrealized gain on
    marketable securities                          2,164,323               1,250,375               1,607,034
   Dividends                                          -                       -                       -
                                       ---------------------   ---------------------   ---------------------

      Total Other Income (Expense)                 2,924,926               1,611,600               1,737,404
                                       ---------------------   ---------------------   ---------------------

INCOME BEFORE TAXES                                  480,411               1,350,817               1,330,715
                                       ---------------------   ---------------------   ---------------------

INCOME TAX (Benefit)                                (318,991)                316,298                  -
                                       ---------------------   ---------------------   ---------------------

NET INCOME                             $             799,402   $           1,034,519   $           1,330,715
                                       =====================   =====================   =====================

BASIC INCOME PER SHARE                 $                0.04   $                0.10   $                0.06
                                       =====================   =====================   =====================

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                            21,128,074              10,200,490              21,170,000
                                       =====================   =====================   =====================
</TABLE>

<TABLE>
<CAPTION>
                                                                          From
                                              For the                  Inception on
                                        Three Months Ended               May 19,
                                            December 31,               1998 Through
                                       ---------------------           December 31,
                                                1998                      1999
                                       ---------------------   -----------------------
<S>                                    <C>                     <C>
SALES                                  $              -        $                -

COST OF GOODS SOLD                                    -                         -
                                       ---------------------   -----------------------

GROSS MARGIN                                          -                         -
                                       ---------------------   -----------------------

COSTS AND EXPENSES

   Depreciation expense                               13,392                   181,703
   Rent expense                                        8,383                    62,215
   General and administrative                        118,646                 2,749,503
                                       ---------------------   -----------------------

      Total Costs and Expenses                       140,421                 2,993,421
                                       ---------------------   -----------------------

      Net Loss From Operations                      (140,421)               (2,993,421)
                                       ---------------------   -----------------------

OTHER INCOME (EXPENSE)

   Interest expense                                  (14,250)                 (150,236)
   Net realized gain on sale of
    marketable securities                            375,475                 2,520,026
   Net unrealized gain on
    marketable securities                          1,250,375                 3,889,787
   Dividends                                          -                            128
                                       ---------------------   -----------------------

      Total Other Income (Expense)                 1,611,600                 6,259,705
                                       ---------------------   -----------------------

INCOME BEFORE TAXES                                1,471,179                 3,266,284
                                       ---------------------   -----------------------

INCOME TAX (Benefit)                                 316,298                   629,903
                                       ---------------------   -----------------------

NET INCOME                             $           1,154,881   $             2,636,381
                                       =====================   =======================

BASIC INCOME PER SHARE                 $                0.07
                                       =====================

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                            15,720,000
                                       =====================
</TABLE>

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

                                      -5-
<PAGE>   8



                     OXIR INVESTMENTS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>
                                                               Common Stock
                                            ------------------------------------------------------              Retained
                                                    Shares                         Amount                       Earnings
                                            ------------------------      ------------------------      ------------------------
<S>                                         <C>                           <C>                           <C>
Balance at inception                                          -           $                 -           $                 -

Net income from inception on May 19,
 1998 through June 30, 1998                                   -                             -                             -
                                            ------------------------      ------------------------      ------------------------

Balance, June 30, 1998                                        -                             -                             -

Shares issued to founders at
 predecessor cost of $0.00 per share                      13,770,000                        -                             -

Shares issued for trading securities
 at $0.70 per share                                        1,350,000                       939,764                        -

Common stock issued for cash at
 $1.00 per share                                             600,000                       600,000                        -

Stock issuance costs                                          -                           (250,000)                       -

Common stock issued for cash
 at $5.00 per share                                          100,600                       503,000                        -

Common stock issued for related
 party acquisitions, recorded at
 predecessor cost                                          5,270,000                       706,005                        -

Net income for the year ended
 June 30, 1999                                                -                             -                          1,836,979
                                            ------------------------      ------------------------      ------------------------

Balance, June 30, 1999                                    21,090,600                     2,498,769                     1,836,979

Common stock issued for services
 at $5.00 per share (unaudited)                               60,000                       300,000                        -

Common stock issued for cash at
 $5.00 per share (unaudited)                                  31,600                       158,000                        -

Net income for the six months ended
 December 31, 1999 (unaudited)                                -                             -                            799,402
                                            ------------------------      ------------------------      ------------------------

Balance, December 31, 1999 (unaudited)                    21,182,200      $              2,956,769      $              2,636,381
                                            ========================      ========================      ========================
</TABLE>






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


                                     -6-
<PAGE>   9



                     OXIR INVESTMENTS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              For the                                     For the
                                                         Six Months Ended                           Three Months Ended
                                                            December 31,                                December 31,
                                             ------------------------------------------  ------------------------------------------
                                                     1999                   1998                 1999                   1998
                                             -------------------   --------------------  -------------------   --------------------

<S>                                          <C>                   <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES

   Net income                                $           799,402   $          1,034,519  $         1,330,715   $          1,154,881
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
      Depreciation expense                               141,528                 13,869              104,175                 13,392
      Stock issued for services                          300,000                 -                    -                      -
   Changes in assets and liabilities:
      (Increase) decrease in prepaid
       expenses                                                9                 -                    -                      -
      (Increase) in related party receivables             -                      -                    -                      -
      (Increase) decrease in deposits                     -                     (81,667)              -                      33,333
      Increase (decrease) in accounts
       payable                                           (25,467)                24,040               (1,756)                13,040
      Increase (decrease) in accrued
       liabilities                                       252,992              1,202,125               (6,369)             1,202,125
      Increase (decrease) in provision
       for income taxes                                 (318,991)               316,298               -                     316,298
                                             -------------------   --------------------  -------------------   --------------------

         Net Cash Provided by Operating
          Activities                                   1,149,473              2,509,184            1,426,765              2,733,069
                                             -------------------   --------------------  -------------------   --------------------

CASH FLOWS FROM INVESTING
 ACTIVITIES

   Investment in bank                                   (300,000)                -                    -                      -
   (Increase) decrease in trading securities            (265,278)            (2,325,850)          (1,912,121)            (2,325,850)
   Increase (decrease) in margin account                (167,137)               981,112              557,602                981,112
   Purchase of property and equipment                   (578,348)            (1,473,452)            (294,479)            (1,370,789)
                                             -------------------   --------------------  -------------------   --------------------

         Net Cash (Used) by Investing
          Activities                                  (1,310,763)            (2,818,190)          (1,648,998)            (2,715,527)
                                             -------------------   --------------------  -------------------   --------------------

CASH FLOWS FROM FINANCING
 ACTIVITIES

   Proceeds from notes payable                            -                      -                    -                      -
   Payments on notes payable                                (720)                -                      (405)                -
   Stock issuance costs                                   -                    (250,000)              -                      -
   Common stock issued for cash                          158,000                600,000              158,000                 -
   Advances to related parties                            -                      -                    -                      -
   Cash from subsidiaries                                 -                      -                    -                      -
                                             -------------------   --------------------  -------------------   --------------------

         Net Cash Provided (Used) by
          Financing Activities               $           157,280   $            350,000  $           157,595   $             -
                                             -------------------   --------------------  -------------------   --------------------
</TABLE>

<TABLE>
<CAPTION>
                                                       From
                                                   Inception on
                                                      May 19,
                                                   1998 Through
                                                   December 31,
                                                       1999
                                               ---------------------

<S>                                            <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES

   Net income                                  $           2,636,381
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
      Depreciation expense                                   181,703
      Stock issued for services                              300,000
   Changes in assets and liabilities:
      (Increase) decrease in prepaid
       expenses                                               (3,969)
      (Increase) in related party receivables                 (8,080)
      (Increase) decrease in deposits                         -
      Increase (decrease) in accounts
       payable                                                 6,913
      Increase (decrease) in accrued
       liabilities                                           244,732
      Increase (decrease) in provision
       for income taxes                                      629,903
                                               ---------------------

         Net Cash Provided by Operating
          Activities                                       3,987,583
                                               ---------------------

CASH FLOWS FROM INVESTING
 ACTIVITIES

   Investment in bank                                       (300,000)
   (Increase) decrease in trading securities              (2,243,040)
   Increase (decrease) in margin account                   1,106,188
   Purchase of property and equipment                     (1,422,392)
                                               ---------------------

         Net Cash (Used) by Investing
          Activities                                      (2,859,244)
                                               ---------------------

CASH FLOWS FROM FINANCING
 ACTIVITIES

   Proceeds from notes payable                               208,000
   Payments on notes payable                                    (925)
   Stock issuance costs                                     (250,000)
   Common stock issued for cash                            1,261,000
   Advances to related parties                            (2,337,867)
   Cash from subsidiaries                                     40,070
                                               ---------------------

         Net Cash Provided (Used) by
          Financing Activities                 $          (1,079,722)
                                               ---------------------
</TABLE>

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


                                     -7-
<PAGE>   10



                     OXIR INVESTMENTS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         For the                            For the
                                                    Six Months Ended                   Three Months Ended
                                                       December 31,                       December 31,
                                         -------------------   --------------------   -------------------
                                                 1999                   1998                  1999
                                         -------------------   --------------------   -------------------

<S>                                      <C>                   <C>                    <C>
NET (DECREASE) INCREASE IN CASH
 AND CASH EQUIVALENTS                    $            (4,010)  $             40,994   $           (64,638)

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                  52,627                 -                    113,255
                                         -------------------   --------------------   -------------------

CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                           $            48,617   $             40,994   $            48,617
                                         ===================   ====================   ===================

SUPPLEMENTAL CASH FLOW
 INFORMATION

Cash paid for:

   Interest                              $            59,634   $             14,250   $            32,239
   Income taxes                          $            -        $             -        $            -

Schedule of Non-Cash Activities:

   Common stock issued for services      $           300,000   $             -        $            -
   Common stock issued for trading
     securities                          $            -        $            939,764   $            -
</TABLE>

<TABLE>
<CAPTION>
                                                                        From
                                              For the               Inception on
                                         Three Months Ended            May 19,
                                            December 31,            1998 Through
                                        --------------------        December 31,
                                                 1998                  1999
                                        --------------------   ---------------------

<S>                                     <C>                    <C>
NET (DECREASE) INCREASE IN CASH
 AND CASH EQUIVALENTS                   $             17,542   $              48,617

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                  23,452                  -
                                        --------------------   ---------------------

CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                          $             40,994   $              48,617
                                        ====================   =====================

SUPPLEMENTAL CASH FLOW
 INFORMATION

Cash paid for:

   Interest                             $             14,250   $             137,794
   Income taxes                         $             -        $              -

Schedule of Non-Cash Activities:

   Common stock issued for services     $             -        $             300,000
   Common stock issued for trading
     securities                         $             -        $             939,764
</TABLE>


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


                                     -8-
<PAGE>   11


                     OXIR INVESTMENTS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                December 31, 1999

NOTE 1 -        CONDENSED FINANCIAL STATEMENTS

                The accompanying consolidated financial statements have been
                prepared by the Company without audit. In the opinion of
                management, all adjustments (which include only normal recurring
                adjustments) necessary to present fairly the financial position,
                results of operations and cash flows at December 31, 1999 and
                1998 and for all periods presented have been made.

                Certain information and footnote disclosures normally included
                in consolidated financial statements prepared in accordance with
                generally accepted accounting principles have been condensed or
                omitted. It is suggested that these condensed consolidated
                financial statements be read in conjunction with the
                consolidated financial statements and notes thereto included in
                the Company's June 30, 1999 audited consolidated financial
                statements. The results of operations for periods ended December
                31, 1999 and 1998 are not necessarily indicative of the
                operating results for the full years.

NOTE 2 -        INCOME TAX EXPENSE

                There is no income tax expense for the three months ended
                December 31, 1999 as all of the securities were transferred
                into a wholly-owned subsidiary and its offshore accounts.

NOTE 3 -        SUBSEQUENT EVENTS

                In February 2000, the Company issued 8,000 shares of its common
                stock, no par value, for $40,000.

                In January 2000, the Company purchased 1,200 shares of its
                common stock for $6,000 and retired those shares.

                                     -9-
<PAGE>   12


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

RESULTS OF OPERATIONS

                For the three and six months ended December 31, 1999 compared to
the three and six months ended December 31, 1998.

                Net income for the three month (the "second quarter") and six
month (the "first half") periods ended December 31, 1999 was $1,330,735 ($.06
per share) and $787,471 ($.04 per share), respectively, compared to $1,154,881
($.07 per share) and $1,034,519 ($.10 per share) for the second quarter and
first half of 1998, respectively. The Company did not recognize any sales during
the second quarter or first half of 1999 or 1998. The 15% increase in net income
for the second quarter of 1999 is attributed primarily to the 29% increase in
net unrealized gains from $1,250,375 in the second quarter of 1998 to $1,607,034
in the second quarter of 1999. This gain was partially offset by the 57%
decrease in net realized gain on marketable securities, from $375,475 in the
second quarter of 1998 to $160,068 in the second quarter of 1999. During the
second quarter of 1999, total costs and expenses increased 190% from the second
quarter of 1998, primarily attributed to the 148% increase in general and
administrative expenses due to increased company size, and the 678% increase in
depreciation expense due to purchases of new property and equipment. The Company
pays taxes in the British Virgin Islands and United States.

                The 23% decrease in net income for the first half of 1999 is
attributed primarily to the 837% increase in total costs and expenses from
$260,783 in the first half of 1998 to $2,444,515 in the first half of 1999.
Also, interest expense for the second quarter and first half of 1999 increased
108% and 358%, respectively, when compared to the second quarter and first half
of 1998. This increase reflects interest paid on the Company's margin accounts.
The increase in total cost and expenses was offset by net realized gain on
marketable securities that increased 120% to $825,939 in the first half of 1999
from $375,475 in the first half of 1998. In addition net unrealized gain on
marketable securities increased 73% to $2,164,323 in the first half of 1999 from
$1,250,375 in the first half of 1998. General and administrative expenses
increased 854% during the first half of 1999 due to increased Company size,
depreciation expense increased 920% due to purchases of new properties and
equipment, and rent expense increased 235% due to new spaces leased for business
operations. The Company's income tax obligation decreased from $316,298 in the
first half of 1998 to a tax benefit of $318,991 for the first half of 1999.

LIQUIDITY AND CAPITAL RESOURCES

                Total cash and cash equivalents at December 31, 1999 was $48,617
compared to $52,627 at June 30, 1999. Also at December 31, 1999, the Company had
$4,937,524 in investments in trading securities compared to $4,672,246 at June
30, 1999. The 6% increase is due primarily to market appreciation.

                Net cash provided by operating activities for the second quarter
and first half of 1999 was $1,426,765 and $1,149,473, respectively, compared to
$2,733,069 and $2,509,184 for the second quarter and first half of 1998,
respectively. The 48% decrease during the second quarter of 1999 is primarily
attributed to the $1,202,125 increase in accrued liabilities in the second
quarter of 1998 compared to the $6,389 decrease in the second quarter of 1999.
The 54% decrease during the first half of 1999 is primarily attributed to the
decrease in net income, in accrued liabilities and in deposits.

                Net cash used by investing activities for the second quarter and
first half of 1999 was $1,648,998 and $1,310,763, respectively, compared to
$2,715,527 and $2,818,190 for the second quarter and first half of 1998,
respectively. These results are primarily attributed to decreased purchases of
property and equipment in the second quarter of 1999 and decrease in margin
account.

                Net cash provided by financing activities was $157,595 and
$157,280 for the second quarter and first half of 1999, respectively, compared
to $0 and $350,000 provided in the second quarter and first half of 1998,
respectively. This reflects the issuance of the Company's stock for $600,000
during the first half of 1998 and $250,000 in costs related to the issuance.



                                     -10-
<PAGE>   13


                At December 31, 1999 the Company had total assets of $9,763,232
and stockholders' equity of $5,593,150. In comparison, at June 30, 1999, the
Company had total assets of $8,765,153 and total stockholders' equity of
$4,335,748. Working capital was $1,025,553 at December 31, 1999, compared to
$505,938 at June 30, 1999.

                The Company anticipates meeting its working capital needs during
the next twelve months primarily with revenues from its operating and investing
activities or, if necessary from the sale of securities or from borrowing.
Management has not entered into any arrangements or definitive agreements for
additional sales of securities, either through a private placement or a public
offering. There can be no assurance that the Company will be able to
successfully secure funds either from the sale of its securities or from loans,
or that such funds may be available on terms favorable to the Company. If the
Company's operations are not adequate to fund its operations and it is unable to
secure financing from the sale of its securities or from private lenders, the
Company could experience a cash flow shortage which could curtail the Company's
operations. There can be no assurance that the Company will be able to obtain
financing.

                In the opinion of management, inflation has not had a material
effect on the operations of the Company.

YEAR 2000

                Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the applicable year. In
such case, programs that have time-sensitive logic may recognize a date using
"00" as the year 1900 rather than the year 2000, which could result in
miscalculations or system failures.

                The Company has completed its assessment of the Year 2000 issue,
including both technology and non-technology systems, and believes that any
costs of addressing the issue will not have a material adverse impact on its
financial position. The Company believes that its existing computer systems and
software will not need to be upgraded to mitigate the Year 2000 issues. Prior to
purchasing its technology systems, the Company received confirmation form its
vendors that the systems are year 2000 compliant. Currently, the Company's
technology system is equipped with an ASUS P2B-F motherboard and SuperMicro
P6DGE motherboard with the latest BIOS versions. The Company's servers are
functioning under LinuxREdHat 5.2 operational system and its www servers use the
Apache / 1.3.6 Unix mod. The Company's principal offices use Windows 2000 and
Windows NT4 SP5. The Company does not have any significant non-information
technology or systems.

                The Company has not incurred any material costs associated with
its assessment of the Year 2000 problem. In the event that Year 2000 issues
impact the Company's accounting operations and other operations aided by its
computer system, the Company believes, as part of a contingency plan to be
developed, that it has adequate personnel to perform those functions manually
until such time that any Year 2000 issues are resolved. The Company has not had
any problems regarding Year 2000 through February 2000.

                The Company believes that third parties with whom it has
material relationships will not materially be affected by the Year 2000 issues,
although the Company has not contacted these parties directly. These third
parties are relatively small entities, which do not rely heavily on information
technology ("IT") systems and non-IT systems for their operations. However, if
the Company and third parties upon which it relies are unable to address any
Year 2000 issues in a timely manner, it could result in a material financial
risk to the Company, including loss of revenue and substantial unanticipated
costs. Accordingly, the Company plans to devote all resources required to
resolve any significant Year 2000 issues in a timely manner.

                The Company is cognizant that Year 2000 compliance problems
could undermine the general infrastructure necessary to support its operations.
The Company depends on third party Internet Service Providers, or ISPs, or
hosting centers to provide connections to the Internet. Any interruption of
service from ISPs or hosting centers to provide connections could result in a
temporary interruption of the operation of the Company's web site. Any
interruption in the security, access, monitoring or power systems at the ISPs or
hosting centers could result in an interruption of services. Moreover, it is
difficult to predict what effect year 2000 compliance problems will have on the
integrity and stability of the Internet.

                Should the Company identify any problem with respect to its Year
2000 readiness, it will prepare a contingency plan, if necessary. The Company
does not have any material contracts with external contractors to



                                     -11-
<PAGE>   14


assist in completing its Year 2000 compliance effort. In addition, no employees
have been hired or reassigned to complete the Company's Year 2000 compliance.

FORWARD-LOOKING STATEMENTS

                This Form 10-QSB contains certain "forward-looking statements"
which represent the Company's expectations or beliefs, including, but not
limited to, statements concerning industry performance and the Company's
operations, performance, financial condition, plans, growth and strategies. Any
statements contained in this Form 10-QSB which are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may," "will," "expect,"
"anticipate," intent," "could," 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, certain of which are beyond the Company's control, and
actual results may differ materially depending on a variety of important
factors, many of which are beyond the control of the Company.

PART II

ITEM 1.  LEGAL PROCEEDINGS

                There are presently no material pending legal proceedings to
which the Company or any of its subsidiaries is a party or to which any of its
property is subject and, to the best of its knowledge, no such actions against
the Company are contemplated or threatened.

ITEM 2.  CHANGES IN SECURITIES

                During the three month period ended December 31, 1999, the
Company issued 31,600 shares of its common stock, no par value, valued at $5.00
per share, to one person and one entity for each. The issuances were made in
private transactions to persons familiar with the business of the Company. For
these transactions, the Company relied upon the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended, and
Regulation D promulgated thereunder.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                None.

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

                None.

ITEM 5.  OTHER INFORMATION

                None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                (a)      Exhibit 27.1 - Financial Data Schedule

                (b)      Reports on Form 8-K

                None.



                                     -12-
<PAGE>   15


                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                           OXIR INVESTMENTS, INC.

Date:  July 18, 2000                      By   /S/ VASSILI I. OXENUK
                                               ----------------------
                                               Vassili I. Oxenuk,
                                               President and Director
                                               (Principal Executive Officer)


Date:  July 18, 2000                      By   /S/ MICHAEL SMIRNOV
                                               ----------------------
                                               Michael Smirnov,
                                               Vice President, Chief Financial
                                               Officer and Director (Principal
                                               Accounting Officer)



                                     -13-