UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~September 30, 2012

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

Commission File Number: 0-49854

OXFORD TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 04-3615974

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

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

(Address of principal executive offices) (Zip Code)

(212) 809-1200

(Registrant's telephone number, including area code)

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

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

COMMON STOCK, $.0001 PAR VALUE

(Title of Class)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes [X] No [ ]

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

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

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

Applicable Only to Corporate Issuers

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 18,564,002 shares of common stock as of ~~July~~October 2531, 2012.

OXFORD TECHNOLOGIES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2012

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011	3
	Consolidated Balance Sheets as of September 30, 2012 (unaudited) and December 31, 2011	3
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2012 and 2011 (unaudited)	4
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2012 and 2011 (unaudited)	4
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 (unaudited)	5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011 (unaudited)	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Plan of Operations	9
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	12
Item 4.	Controls and Procedures	12
PART II – OTHER INFORMATION
Item 1	Legal Proceedings	12
Item 1A	Risk Factors	12
Item 2	Unregistered Sales of Equity and Securities and Use of Proceeds	13
Item 3	Defaults Upon Senior Securities	13
Item 4	Mine Safety Disclosures	13
Item 5	Other Information	13
Item 6.	Exhibits	13
SIGNATURES		13

Item 1.

Financial Statements

OXFORD TECHNOLOGIES, INC.

~~UNAUDITED~~ CONDENSED CONSOLIDATED BALANCE SHEETS

			June 30,	December 31,
			September 30,	December 31,
			2012	2011
			US $'000	US $'000
			(Unaudited)
	ASSETS
Current Assets:
	Cash and cash equivalents		2,~~062~~914	2,557
	Accounts receivable, net of allowance of $54 and $0		9,102	6,898
	Accounts receivable, net of allowance of $88 and $0		10,361	6,898
	Inventory, net		79,~~284~~633	7,144
	Other current assets		~~639~~434	323
		Total Current Assets	1923,~~087~~342	16,922
	Property and equipment, net of accumulated depreciation
	of $26,584 and $25,911		8,624	8,407
	of $27,634 and $25,911		9,163	8,407
	Deferred tax assets - net non current		1,~~127~~159	1,114
	Security deposits		4445	43
		Total Assets	2833,~~882~~709	26,486
	LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts payable		67,~~063~~039	4,964
	Accounts payable, related party		1,~~005~~122	999
	Taxes payable		~~973~~1,087	987
	Proceeds from line of credit		1,234	1,025
	Line of credit		1,934	1,025
	Accrued liabilities - current		~~815~~1,306	1,345
	Capital Leases - current portion		~~284~~249	365
	Note payable - related party		1,~~368~~407	1,353
	Deferred revenue		~~695~~2,142	1,824
		Total Current Liabilities	1216,~~437~~282	12,862
Long-term Liabilities
	Capital leases, non-current portion		4225	145
		Total Long-term Liabilities	4225	145
		Total Liabilities	1216,~~479~~307	13,007
Stockholders' Equity
	Preferred stock, $.0001 par value, 20,000,000 shares authorized,
	none issued and outstanding		-	-
	Common stock, $.0001 par value, 80,000,000 shares authorized,
	18,564,002 shares issued and outstanding		2	2
	Additional paid in capital		33,478	33,478
	Accumulated other comprehensive income		(32,~~316~~820)	(3,577)
	Accumulated deficit		(13,~~761~~258)	(16,424)
		Total Stockholders' Equity	1617,~~403~~402	13,479
		Total Liabilities and Stockholders' Equity	2833,~~882~~709	26,486

See accompanying notes to the unaudited condensed consolidated financial statements

OXFORD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) (UNAUDITED)

Three-Months Ended June 30,

Six-Months Ended June 30,

Three-Months Ended Sept. 30,

Nine-Months Ended Sept. 30,

2012

2011

2012

2011

US $'000

Net Sales

1012,~~855~~727

78,~~913~~509

2134,~~806~~533

1523,~~346~~855

Cost of Goods Sold

(810,~~280~~926)

(6,~~552~~958)

(1627,~~898~~824)

(1219,~~933~~891)

Gross Profit

21,~~575~~801

1,~~361~~551

46,~~908~~709

23,~~413~~964

Operating Expenses

Selling, general and administrative

1,~~342~~470

1,~~022~~221

24,~~675~~145

23,~~198~~419

Operating Income / (Loss)

~~1,233~~331

~~339~~330

2,~~233~~564

~~215~~545

Other Non-Operating Income and Expenses

Rental income

~~247~~199

~~245~~248

~~498~~697

~~484~~732

Interest income

Interest expense

(3128)

(5349)

(7098)

(~~106~~155)

Net Income / (Loss) before Income Tax Benefit

~~1,450~~503

~~533~~530

23,~~663~~166

~~595~~1,125

Income tax benefit / (expense)

Net Income / (Loss)

~~1,450~~503

~~533~~530

23,~~663~~166

~~595~~1,125

Other Comprehensive Income / (Loss)

Foreign currency translation and transaction adjustment, net of tax

~~(308)~~496

(3384)

~~261~~757

~~354~~(30)

Comprehensive Income / (Loss), net of tax

~~1,142~~999

~~530~~146

23,~~924~~923

~~949~~1,095

Basic and Diluted Earnings / (Loss) Income

per Common Share

0.0803

0.03

0.1417

0.0306

Weighted Average Common Shares Outstanding

18,564,002

See accompanying notes to the unaudited condensed consolidated financial statements

OXFORD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		Six-months Ended
		Nine-months Ended
		June 30,	June 30,
		September 30,	September 30,
		2012	2011
		US $'000	US $'000
Cash Flows from Operating Activities:
	Net Income	23,~~663~~166	~~595~~1,125
	Adjustments to reconcile net income to net
	cash used in operating activities:
	cash provided by (used in) operating activities:
	Depreciation and amortization	~~522~~795	~~403~~616
	Changes in operating assets and liabilities:
	Accounts receivable	(23,~~146~~126)	(~~980~~1,154)
	Inventory	(632,160)	(12,~~676~~941)
	Prepaid expenses	(318)	(145)
	Other current asset	(98)	28
	Accounts payable	1,~~055~~841	(~~445~~561)
	Taxes payable	~~(24)~~60	~~125~~362
	Accrued liabilities and other payables	(~~508~~70)	(~~597~~562)
	Interest payable - related party	(4120)	(7249)
	Deferred income	(1,158)	(475)
	Deferred revenue	239	1,268
	Cash used in operating activities	(18)	(3,267)
	Cash provided by (used in) operating activities	627	(1,868)
Cash Flows from Investing Activities:
	Purchase of property and equipment	(~~520~~1,075)	(92147)
	Cash used in investing activities	(~~520~~1,075)	(92147)
Cash Flows from Financing Activities:
	Proceeds from line of credit	~~199~~847	32,~~030~~796
	Debt instrument periodic payment - principal	(190)	(216)
	Proceeds from related party	100	100
	Cash provided by financing activities	9	2,814
	Principal payment on capital lease	(251)	(316)
Effect of foreign currency translation on cash		34	76
	Cash provided by financing activities	696	2,580
Net decrease in cash and cash equivalents		(495)	(469)
Effect of foreign currency translation on cash		109	(18)
Cash and Cash Equivalents, Beginning		2,557	2,546
Net increase in cash and cash equivalents		357	547
Cash and Cash Equivalents, Ending		2,062	2,077
Cash and Cash Equivalents, Beginning		2,557	2,456
Cash and Cash Equivalents, Ending		2,914	3,003
Supplemental Cash Flow Information:
	Cash Payments For:
	Interest	-	-
	Taxes	-	-

See accompanying notes to the unaudited condensed consolidated financial statements

OXFORD TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~JUNE~~SEPTEMBER 30, 2012

1. NATURE OF OPERATIONS

NATURE OF OPERATIONS

Oxford Technologies, Inc. (“the Company”) and its subsidiary, Axiom Manufacturing Services Limited (“Axiom”) provide electronic manufacturing services (EMS) to third parties in the following market sectors: computers and related products, industrial control equipment, testing and instrumentation products and medical devices. Axiom offers its customers a comprehensive integrated design and manufacturing service from initial design to volume production, direct order fulfilment and aftermarket support. The Company’s customer base is primarily in the United Kingdom.

The Company was incorporated in the State of Delaware on March 8, 2002. On February 12, 2003, the Company acquired Axiom by issuing 13,564,002 shares of its common stock in exchange for all issued and outstanding capital shares of Axiom 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 2002, Great Admirer was a non-operating shell company and incurred minimal costs to acquire Axiom. Therefore no costs incurred by Axiom were recorded in the accounts of Axiom.

Axiom was incorporated in South Wales, United Kingdom on September 3, 1980, under the name of Aiwa (UK) Limited, with the Company subsequently being renamed Axiom Manufacturing Services Limited on April 10, 2002.

~~On July 29, 2008~~ The Company ~~acquired~~established ~~100% of the share capital (1,000 shares) of~~ Axiom MS Limited (“AMS”) on July 29, 2008. AMS was incorporated on July 29, 2008 to seek new business opportunities.

Axiom’s principal office and manufacturing facility is located at Technology Park, Newbridge, South Wales, United Kingdom. AMS is the owner of the above mentioned facility.

In January 2011 the Company transferred all of its 13,564,002 shares in Axiom Manufacturing Services Limited to Axiom MS Limited. In exchange Axiom MS Limited issued 700 shares of its common stock to Oxford Technologies, Inc.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statements Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for full year financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Operating results for the ~~six~~nine months ended ~~June~~September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. These financial statements and notes included herein should be read in conjunction with the Company’s audited consolidated financial statements and ~~the notes thereto that are included in the Company’s annual report on Form 10-K for the year ended December 31, 2011.~~

the notes thereto that are included in the Company’s annual report on Form 10-K for the year ended December 31, 2011.

Net Income / (Loss) Per Common Share

Basic net income/ (loss) per share of common stock is calculated by dividing the net income/ (loss) by the weighted average number of shares of common stock outstanding during the period.

Foreign Currency Translation

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

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.

Revenue Recognition

Sales revenues are generally recognized when the products are shipped to the customers or services are rendered, net of discounts, returns and allowances. All revenues generated and the associated cost of sales incurred relate to the EMS service offering (manufacturing of OEM customer products) in 2012, with 99% of revenues coming from this source and the remaining percentage of revenue and cost of sales relating to the provision of a market return and repair service.

Trade Receivables

Trade receivables are stated at net realisable value. This value includes an appropriate estimated allowance for uncollectible accounts. The allowance is calculated based upon an evaluation of the level of past due accounts and the relationship with the financial status of our customers.

Inventory

Inventories are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. Inventory quantities on hand are regularly reviewed and where necessary, reserves for excess and unusable inventories recorded.

	June 30	December 31
	September 30, 2012	December 31, 2011
	2012	2011
	US $'000	US $'000
Raw Materials	45,~~347~~527	4,588
Work in Progress	23,~~837~~355	2,228
Finished Goods	~~100~~751	328
	7,284	7,144
	9,633	7,144

Property, Plant and Equipment

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

Building and building improvements

20 to 45 years

Machinery and equipment

5 to 10 years

Fixtures and fittings

3 to 8 years

Upon retirement or sales, the costs and related depreciation of the asset disposed of, 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. The Company reviews its property and equipment annually for impairment, and accordingly will write down those assets to their estimated fair value.

Income Taxes

Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognised for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognised for taxable temporary differences.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, which include cash, accounts receivable, accounts payable and accrued expenses are representative of their fair values due to the short-term maturity of these instruments.

Funding Arrangements

The Company has an invoice discounting facility provided by its bankers under which the bank advances up to 80% of the value of qualifying invoices on presentation. This is repaid when the customer settles the invoice with the remaining 20% released to the Company less bank charges at this time. The Company is responsible for collecting the debt. Security for the advances under this facility is provided by a charge over the accounts receivable of the Company. The amount held at this facility is shown in ~~Proceeds from~~ Line of Credit on the balance sheet. Axiom Manufacturing Services accounts for this as a transfer of receivables as a secured borrowing with pledge of collateral. Management believes that this treatment complies with guidance provided in FASB ASC 860-30-25-3.

~~The~~Borrowings ~~Company was in credit~~ on this facility as at ~~June~~September 30, 2012 were $0.03 million as compared to borrowings amounting to $1.43 million as at ~~June~~September 30, 2011. Borrowings are included within ‘~~Proceeds from~~ Line of Credit ’ under the liability section of the balance sheet.

Charges incurred amounted to $0.09 million to ~~June~~September 30, 2012 as compared to $0.08 million for the same period of the previous year. Interest amounted to $0.~~006~~008 million; a decrease of 80%. ~~The~~on the same period of the previous year, the decrease is ~~due~~ to the facility being used less. Charges are included within ‘Operating Expenses’ in the statement of operations and comprehensive income and interest charged on this facility is included within interest expense under ‘Other Income and Expenses’.

~~Proceeds from~~ Line of Credit

The components of this balance sheet account are shown below:

	June 30	December 31
	September 30, 2012	December 31, 2011
	2012	2011
	US $'000	US $'000
Current Account	2,653	251
Deposit Account	~~1,522~~49	47
Invoice Finance	47(26)	(1,315)
Unpresented Checks	(24,~~805~~606)	(8)
Total	(1,~~234~~930)	(1,025)

Recently Issued Accounting Pronouncements

We have reviewed recent accounting pronouncements and determined they will have no present or future impact on our business. Accounting standards updates have been issued through ~~2011~~2012-1207.

3. CAPITAL LEASE

~~COMMITMENTS~~At the end of each lease the Company will have the option to purchase the equipment. The leases are a mixture of 3 and 5 year terms.

~~Capital~~Future ~~Lease~~principal lease payments are as follows (in US$’000):

At the end of each lease the company will purchase the equipment. The leases are a mixture of 3 and 5 year terms.


	Year ended December 31,

2013	249
2014	21
2015	4
Total	274
Less current portion	(249)
Long term portion	25

4These assets are being depreciated over their estimated useful economic lives and are included in the depreciation expenses for the nine-months ended September 30, 2012 and 2011.

4. SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued. Per our evaluation we noted no significant subsequent event that requires disclosure.

ITEM 2. MANAGEMENT’S DISCUSSION & ANALYSIS OR PLAN OF OPERATIONS

Forward-Looking Statements

The discussion in this quarterly report on Form 10-Q contains forward-looking statements. Such statements are based upon beliefs of management as well as assumptions made by and information currently available to management of the Company as of the date of this report. These forward looking statements can be identified by the use of such verbs as “expect”, “anticipate”, “believe” or similar verbs or conjugations of such verbs. If any of these assumptions prove incorrect or should unanticipated circumstances arise, the actual results of the Company could materially differ from those anticipated by such forward-looking statements. The Company assumes no obligation to update any such forward-looking statements.

Overview

The Company was incorporated in the State of Delaware on March 8, 2002 as a blank check company. On February 12, 2003, the Company acquired 100% of the outstanding securities of Axiom Manufacturing Services Limited (“Axiom”) with the issuance and exchange of 13,562,002 shares of the Company’s common stock (“the Merger”). Although the Company is the legal survivor in the Merger and remains the registrant with the SEC, under accounting principles generally accepted in the United States, the Merger was accounted for as a reverse acquisition, whereby Axiom is considered the “acquirer” for financial reporting purposes as its shareholders

controlled more than 50% of the post transaction combined company. Among other matters, this requires us to present all financial statements, prior historical financial statements and other information of Axiom and requires a retroactive restatement of Axiom historical shareholders investment for the equivalent number of shares of common stock received in the Merger. Accordingly, the Company’s consolidated financial statements present the results of the operations of Axiom for the year ended December 31, 2002, and reflect the acquisition of the Company on February 12, 2003 under the purchase method of accounting. Subsequent to February 12, 2003, the Company’s operations reflect the combined operations of the former Oxford and Axiom.Overview

The Company ~~conducts~~was ~~its~~incorporated ~~business~~in ~~through~~the ~~its~~State ~~subsidiary~~of ~~Axiom~~Delaware ~~Manufacturing~~on ~~Services~~March ~~Limited.~~8, ~~Prior~~2002 toas ~~its~~a ~~acquisition~~blank bycheck ~~Great~~company. ~~Admirer~~On inFebruary ~~April~~12, ~~2002~~2003, ~~Axiom~~the ~~was~~Company aacquired ~~wholly-owned~~100% ~~subsidiary~~ of ~~Aiwa~~the ~~Europe~~outstanding ~~Limited,~~securities ~~which~~of inAxiom ~~turn~~Manufacturing ~~was~~Services aLimited ~~wholly-owned~~(“Axiom”) ~~subsidiary~~with of the ~~Aiwa~~issuance ~~Company~~and exchange of ~~Japan~~13,564,002 ~~(note~~shares ~~that~~of the ~~Aiwa~~Company’s ~~business~~common ~~was~~stock ~~acquired by~~ (“the ~~Sony Corporation on October 1, 2002~~Merger”). AsAlthough the ~~sole~~Company ~~original~~is ~~equipment~~the ~~manufacturer~~legal ofsurvivor ~~Aiwa's own-brand products~~ in ~~Europe,~~the ~~Axiom~~Merger ~~was~~and ~~responsible~~remains ~~for~~the ~~producing~~registrant ~~consumer~~with ~~electronics~~the ~~products~~SEC, ~~(primarily~~under ~~audio~~accounting ~~and~~principles ~~visual~~generally ~~equipment)~~accepted onin ~~behalf~~the ofUnited States, the ~~Aiwa~~Merger ~~Company~~was ofaccounted ~~Japan,~~ for ~~distribution~~as ina ~~the~~reverse UKacquisition, ~~France,~~whereby ~~Germany,~~Axiom ~~Poland~~is ~~and~~considered the ~~Netherlands.~~“accounting Inacquirer” ~~December~~for ~~2000,~~financial ~~due~~reporting topurposes ~~gradually~~as ~~declining~~its ~~profit~~shareholders ~~margins,~~controlled ~~Axiom~~more ~~started~~than to50% ~~provide~~of ~~electronic~~the ~~manufacturing~~post ~~services~~transaction ~~(EMS)~~combined ~~for~~company. ~~third~~Among ~~parties.~~other Inmatters, ~~July~~this ~~2001~~requires ~~production~~us ofto ~~Aiwa~~present ~~branded~~all ~~products~~financial ~~was~~statements, ~~terminated~~prior ~~and~~historical ~~Axiom~~financial ~~became~~statements ~~solely~~and another ~~EMS~~information ~~provider~~of ~~offering~~Axiom ~~its~~and ~~customers~~requires a ~~comprehensive~~retroactive ~~and~~restatement ~~integrated~~of ~~design~~Axiom ~~and~~historical ~~manufacturing~~shareholders ~~service,~~investment ~~from~~for ~~initial~~the ~~product~~equivalent ~~design~~number ~~through~~of toshares ~~volume~~of ~~production~~common ~~and~~stock ~~aftermarket~~received ~~support.~~in Onthe ~~July~~Merger. 29Accordingly, ~~2008,~~the ~~The~~ Company’s ~~acquired~~consolidated ~~100%~~financial ofstatements present the ~~share~~results ~~capital~~of ~~(1,000~~the ~~shares)~~operations of Axiom MSfor ~~Limited~~the ~~(“AMS”).~~year ~~AMS~~ended ~~was~~December ~~incorporated on July 29~~31, ~~2008~~2002, toand ~~seek~~reflect ~~new~~the ~~business~~acquisition ~~opportunities.~~of Inthe ~~January~~Company ~~2011~~on February 12, ~~The~~2003 ~~Company~~under ~~transferred~~pooling ~~all~~method of ~~its~~accounting. ~~shares~~Subsequent into ~~Axiom~~February to12, ~~AMS.~~2003, Inthe ~~exchange~~Company’s ~~AMS~~operations ~~issued~~reflect ~~700~~the ~~shares~~combined operations of ~~its~~Oxford ~~common~~and ~~stock~~all toof ~~The~~former ~~Company~~Axiom.

The Company conducts its business through its subsidiary Axiom Manufacturing Services Limited. Prior to its acquisition by Great Admirer in April 2002, Axiom was a wholly-owned subsidiary of Aiwa Europe Limited, which in turn was a wholly-owned subsidiary of the Aiwa Company of Japan (note that the Aiwa business was acquired by the Sony Corporation on October 1, 2002). As the sole original equipment manufacturer of Aiwa's own-brand products in Europe, Axiom was responsible for producing consumer electronics products (primarily audio and visual equipment) on behalf of the Aiwa Company of Japan, for distribution in the UK, France, Germany, Poland and the Netherlands. In December 2000, due to gradually declining profit margins, Axiom started to provide electronic manufacturing services (EMS) for third parties. In July 2001 production of Aiwa branded products was terminated and Axiom became solely an EMS provider offering its customers a comprehensive and integrated design and manufacturing service, from initial product design through to volume production and aftermarket support. On July 29, 2008, the Company established Axiom MS Limited (“AMS”) to seek new business opportunities. In January 2011, the Company transferred all of its shares in Axiom to AMS. In exchange AMS issued 700 shares of its common stock to The Company.

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

Medical devices

Industrial control equipment

Domestic appliances

Computer and related products

Testing and instrumentation products

Ministry of Defence products

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

RESULTS OF OPERATIONS

~~Six~~Three-month periods ending ~~June~~September 30, 2012 and 2011

Revenues

Revenues for the ~~six~~three month period ended ~~June~~September 30, 2012 were $2112.97 million, an increase of 4250% ~~or $6.5 million~~ as compared to the same period of the previous year. The increase in revenue is due to an increase in sales orders and new customers.

Cost of Sales

Cost of sales consists of the material cost of goods sold, direct overhead, direct wages, direct utilities and direct depreciation expenses. For the three months ended September 30, 2012 cost of sales were $10.9 million, an increase of 57% as compared to the three months ended September 30, 2011. The increase is in line with the increase in sales.

~~Cost~~Nine-month ofperiods ~~sales~~ending ~~consists~~September ~~of the material cost of goods sold, direct overhead, direct wages, direct utilities and direct depreciation expenses. For the six months ended June~~ 30, 2012 ~~cost~~and ~~of sales were $16.9 million, an increase of $4 million as compared to the six months ended June 30,~~ 2011~~. Cost of sales as a percentage of sales is 77% as compared to 84% for the same period of the previous year. The lower percentage is due to higher margins achieved on some products.~~

Revenues

Revenues for the nine month period ended September 30, 2012 were $34.5 million, an increase of 45% or $10.7 million as compared to the same period of the previous year. The increase in revenue is due to an increase in sales orders and new customers.

Cost of Sales

Cost of sales consists of the material cost of goods sold, direct overhead, direct wages, direct utilities and direct depreciation expenses. For the nine months ended September 30, 2012 cost of sales were $27.8 million, an increase of $7.9 million as compared to the nine months ended September 30, 2011. Cost of sales as a percentage of sales is 81% as compared to 83% for the same period of the previous year. The lower percentage is due to higher margins achieved on some products.

Operating Expenses

Operating expenses consist of selling, general and administrative expenses. For the ~~six~~nine months ended ~~June~~September 30, 2012 operating expenses were $24.71 million an increase of 2221% as compared to the same period of the previous year. The increase is mainly due to extra expenditure in the following: training, recruitment, wages, equipment hire, marketing, stationery and consumables.

Rental Income

For the ~~six~~nine months ended ~~June~~September 30, 2012 rental income was $0.5697 million ~~which~~as ~~remains~~compared ~~consistent~~to ~~with~~ $0.5732 million offor the same period of the previous year. The decrease was due to the tenant vacating part of the property.

Interest Expense

Interest expense for the ~~six~~nine months ended ~~June~~September 30, 2012 amounted to $0.07098 million ~~which~~as iscompared to $0.04155 million ~~lower~~for ~~than~~ the same period of the previous year. The decrease is due to the interest on the discounting facility decreasing as the facility was used less.

Net Income / (Loss)

For the ~~six~~nine months ended ~~June~~September 30, 2012 net income was $23.72 million as compared to $01.61 million for the ~~six~~nine months ended ~~June~~September 30, 2011. This resulted in a basic income per share of $0.1417 on weighted average common shares outstanding of 18,564,002 for the ~~six~~nine months ended ~~June~~September 30, 2012 as compared to $0.0306 for the same period of the previous year.

Liquidity and Capital Resources

The Company’s primary source of capital is cash provided by operations and borrowings under its credit facilities. As of ~~June~~September 30, 2012 the Company had cash and cash equivalents of around $2.9 million.

For the ~~six~~nine months ended ~~June~~September 30, 2012 net cash ~~used~~provided inby operating activities was $0.026 million as compared to net cash used in operating activities of $31.39 million for the same period of the previous year. Much of the ~~decrease~~increase in cash provided is due to increased net income, partially offset by an increase in inventories and an increase in accounts receivable.

For the ~~six~~nine months ended ~~June~~September 30, 2012 net cash used in investing activities was $01.51 million as compared to $0.1 million for the same period of the previous year. The increase is due to the purchase of fixed assets.

For the ~~six~~nine months ended ~~June~~September 30, 2012 net cash provided by financing activities was $0.097 million as compared to $2.86 million for the same period of the previous year. This amount is due to a smaller increase in proceeds from line of credit ~~and~~than awhat ~~decrease~~we inhave ~~capital~~seen ~~lease~~in ~~payments~~the past.

For the ~~six~~nine months ended ~~June~~September 30, 2012 short-term capital needs were met by invoice discounting, finance lease arrangements, inter-company and bank loans. The Company’s banking facilities comprise an invoice discounting facility with a maximum advance limit of $3.12 million subject to the level of qualifying sales invoiced and a bank overdraft limit of $0.2 million. Interest rates are calculated with reference to bank base rates. At ~~June~~September 30, 2012 interest on invoice discounting facility was charged at 2% above Base and interest on the bank overdraft at 2% above Base. The inter-company loan interest rate is 5%, the finance lease agreements have varying interest rates ranging from 6% to 7.5% and the note payable demands an interest rate of 6%. The accounts receivable of the Company is collateral for this arrangement.

The following summarizes our debt and other contractual obligations at ~~June~~September 30, 2012.:


	Amount
Description	$'000	Term
Invoice discounting	26	Ongoing until facility terminated.
Note Payable	1,407	Payable in full on December 31, 2013
Inter-company loan	1,216
Finance lease agreements	180	Mix of 3 & 10 yr term commencing August 2005 to December 2010

	2,829

	Amount
Description	$'000	Term
Invoice discounting	(1,522)	Ongoing until facility terminated.
Note Payable	1,368	Payable in full on December 31, 2013
Inter-company loan	1,063
Finance lease agreements	235	Mix of 3 & 10 yr term commencing August 2005 to December 2010
	1,144

The inter-company loans are not eliminated on consolidation, as the loans were from related parties which do not get consolidated with Oxford Technologies Inc. The balance per the consolidated balance is shown as follows:

Description	Amount
	$'000
Accounts payable related party	1,005
Capital lease current portion	91
Capital lease non-current portion	-
	1,063


Description	Amount
	$'000
Accounts payable related party	1,122
Capital lease current portion	94
Capital lease non-current portion	-

	1,216

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

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

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

Critical Accounting Policies

Disclosure of the Company’s significant accounting policies is included in Note 1 to the consolidated financial statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. Some of these policies require management to make estimates and assumptions that may affect the reported amounts in the Company’s financial statements.

ITEM 3. Quantitative & Qualitative Disclosures about Market Risk

This item is not required for a smaller reporting company.

ITEM 4. Controls & Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~June~~September 30, 2012. Based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

As used herein, the term “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms issued by the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

reported within the time periods specified in the rules and forms issued by the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls over Financial Reporting

During the ~~second~~third quarter of 2012 there was no change in internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Information

Not applicable

Item 1A. Risk Factors

Our 2011 Form 10-K contains a detailed discussion of certain risk factors that could materially adversely affect our business, operating results or financial condition. There were no material changes in these risk factors since such disclosure.

Item 2. Unregistered Sales of Equity Securities and use of Proceeds

Not Applicable

Item 3. Defaults upon Senior Securities

Not Applicable

Item 4. Mine Safety Disclosures

13Not Applicable

Item 5. Other Information

Not Applicable

Item 6. Exhibits

(a) Exhibits

Exhibit No.

Description

31.1 Certification Pursuant to rules 13a-14(a) and 15d-14(a) of the Exchange Act.

32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-~~Oxley Act of 2002~~

Oxley Act of 2002

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition ~~Linkbase Document~~Link

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Oxford Technologies, Inc.

By:/s/ Vivian Lam

Vivian Lam, President and Chief Financial Officer

~~(Principal~~Date: ~~Executive~~November ~~Officer~~6, ~~and Principal Financial Officer)~~2012

~~Date: July 26, 2012~~15

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