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 ~~September~~March 3031, ~~2012~~2013

[ ] 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 ~~October~~May 318, ~~2012~~2013.

OXFORD TECHNOLOGIES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2012~~2013

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of September 30, 2012 (unaudited) and December 31, 2011	3
	Consolidated Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012	3
	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 Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2013 and 2012 (unaudited)	4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011 (unaudited)	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012 (unaudited)	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of ~~Plan~~Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	1213
Item 4.	Controls and Procedures	1213
PART II – OTHER INFORMATION
Item 1	Legal Proceedings	1214
Item 1A	Risk Factors	1214
Item 2	Unregistered Sales of Equity and Securities and Use of Proceeds	1314
Item 3	Defaults Upon Senior Securities	1314
Item 4	Mine Safety Disclosures	1314
Item 5	Other Information	1314
Item 6.	Exhibits	1314
SIGNATURES		1315

Item 1.

Financial Statements

OXFORD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

			September 30,	December 31,
			March 31,	December 31,
			2012	2011
			2013	2012
			US $'000	US $'000
			(Unaudited)
	ASSETS		(unaudited)
	ASSETS
Current Assets:
	Cash and cash equivalents		2,~~914~~170	2,~~557~~517
	Accounts receivable, net of allowance of $88 and $0		10,361	6,898
	Accounts receivable, net of allowance of $33 and $0		9,270	10,724
	Inventory, net		96,~~633~~053	79,~~144~~276
	Other current assets		434	323
	Line of credit		186	2,893
		Total Current Assets	23,342	16,922
	Other current assets		114	282
		Total Current Assets	17,793	25,692
	Property and equipment, net of accumulated depreciation
	of $27,634 and $25,911		9,163	8,407
	of $26,675 and $28,229		7,978	8,823
	Deferred tax assets - net non current		1,159	1,114
	Deferred tax assets - (net non current)		1,271	1,359
	Security deposits		4542	4345
		Total Assets	3327,~~709~~084	2635,~~486~~919
	LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts payable		73,~~039~~965	49,~~964~~409
	Accounts payable, related party		1,~~122~~087	~~999~~1,124
	Taxes payable		1,~~087~~302	~~987~~1,495
	Line of credit		1,934	1,025
	Accrued liabilities		1,535	2,302
	Accrued liabilities - current		1,306	1,345
	Capital Leases - current portion		163	222
	Capital Leases - current portion		249	365
	Note payable - related party		1,324	1,416
	Note payable - related party		1,407	1,353
	Deferred income		754	3,375
	Deferred revenue		2,142	1,824
		Total Current Liabilities	10,130	19,343
		Total Current Liabilities	16,282	12,862
Long-term Liabilities
	Capital leases, non-current portion		25124	~~145~~151
		Total Long-term Liabilities	25124	~~145~~151
		Total Liabilities	1610,~~307~~254	1319,~~007~~494
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		(24,~~820~~007)	(3,~~577~~170)
	Accumulated deficit		(1312,~~258~~643)	(1613,~~424~~885)
		Total Stockholders' Equity	1716,~~402~~830	1316,~~479~~425
		Total Liabilities and Stockholders' Equity	3327,~~709~~084	2635,~~486~~919

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 Sept. 30,		Nine-Months Ended Sept. 30,
				2012	2011	2012	2011
				US $'000	US $'000	US $'000	US $'000
Net Sales				12,727	8,509	34,533	23,855
Cost of Goods Sold				(10,926)	(6,958)	(27,824)	(19,891)
			Gross Profit	1,801	1,551	6,709	3,964
Operating Expenses
	Selling, general and administrative			1,470	1,221	4,145	3,419
			Operating Income / (Loss)	331	330	2,564	545
Other Non-Operating Income and Expenses
	Rental income			199	248	697	732
	Interest income			1	1	3	3
	Interest expense			(28)	(49)	(98)	(155)
	Net Income / (Loss) before Income Tax Benefit			503	530	3,166	1,125
Income tax benefit / (expense)				-	-	-	-
		Net Income / (Loss)		503	530	3,166	1,125
Other Comprehensive Income / (Loss)
	Foreign currency translation and transaction adjustment, net of tax			496	(384)	757	(30)
Comprehensive Income / (Loss), net of tax				999	146	3,923	1,095
Basic and Diluted Earnings / (Loss) Income
per Common Share				0.03	0.03	0.17	0.06
Weighted Average Common Shares Outstanding				18,564,002	18,564,002	18,564,002	18,564,002

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013 AND 2012


				March 31,	March 31,
				2013	2012
				US $'000	US $'000

Net sales				13,544	10,951
Cost of sales				(11,165)	(8,618)
			Gross Profit / (Loss)	2,379	2,333

Operating Expenses
	Selling, general and administrative			1,323	1,333
			Operating Income / (Loss)	1,056	1,000

Other Income and Expenses
	Rental income			190	251
	Interest income			1	1
	Interest expense			(5)	(39)
	Net Income / (Loss) before Income Tax Benefit			1,242	1,213

Income tax benefit				-	-
		Net Income		1,242	1,213

Other Comprehensive Income / (Loss)
	Foreign currency translation			(837)	569

Total Comprehensive Income				405	1,782

Basic and Diluted Earnings / (Loss) Income
per Common Share				$ 0.07	$ 0.07

Weighted Average Common Shares Outstanding				18,564,002	18,564,002

See accompanying notes to the unaudited condensed consolidated financial statements

OXFORD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		Nine-months Ended
		September 30,	September 30,
		2012	2011
		US $'000	US $'000
Cash Flows from Operating Activities:
	Net Income	3,166	1,125
	Adjustments to reconcile net income to net
	cash provided by (used in) operating activities:
	Depreciation and amortization	795	616
	Changes in operating assets and liabilities:
	Accounts receivable	(3,126)	(1,154)
	Inventory	(2,160)	(2,941)
	Other current asset	(98)	28
	Accounts payable	1,841	(561)
	Taxes payable	60	362
	Accrued liabilities and other payables	(70)	(562)
	Interest payable - related party	(20)	(49)
	Deferred revenue	239	1,268
	Cash provided by (used in) operating activities	627	(1,868)
Cash Flows from Investing Activities:
	Purchase of property and equipment	(1,075)	(147)
	Cash used in investing activities	(1,075)	(147)
Cash Flows from Financing Activities:
	Proceeds from line of credit	847	2,796
	Proceeds from related party	100	100
	Principal payment on capital lease	(251)	(316)
	Cash provided by financing activities	696	2,580
Effect of foreign currency translation on cash		109	(18)
Net increase in cash and cash equivalents		357	547
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	-	-

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013 AND 2012


		Three Months Ended
		March 31,	March 31,
		2013	2012
		US $'000	US $'000
Cash Flows from Operating Activities:
	Net Income	1,242	1,213
	Adjustments to reconcile net income to net
	cash provided by (used in) operating activities:
	Depreciation and amortization	279	260
	Changes in operating assets and liabilities:
	Accounts receivable	1,051	(1,741)
	Inventory	2,658	406
	Other current assets	150	71
	Accounts payable	(4,902)	(656)
	Taxes payable	(98)	358
	Accrued liabilities and other payables	(625)	(325)
	Interest payable - related party		(47)
	Deferred income	(2,434)	(564)
	Cash used in operating activities	(2,679)	(1,025)

Cash Flows from Investing Activities:
	Purchase of property and equipment	(3)	(144)
	Cash used in investing activities	(3)	(144)

Cash Flows from Financing Activities:
	Net borrowings under line of credit	2,554	1,011
	Principal payments on capital lease	(62)	(106)
	Cash provided by financing activities	2,492	905

Effect of foreign currency translation on cash		(157)	81

Net decrease in cash and cash equivalents		(347)	(183)

Cash and Cash Equivalents, Beginning		2,517	2,557

Cash and Cash Equivalents, Ending		2,170	2,374

Supplemental Cash Flow Information:
	Cash Payments For:
	Interest	4	-

	Taxes	-	-

See accompanying notes to the unaudited condensed consolidated financial statements

OXFORD TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~SEPTEMBER~~MARCH 3031, ~~2012~~2013

1. 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 ~~established~~acquired 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

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 ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2012~~2013. 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, 2012.

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.

	September 30, 2012	December 31, 2011
	March 31, 2013	December 31, 2012
	US $'000	US $'000
Raw Materials	53,~~527~~697	43,~~588~~994
Work in Progress	31,~~355~~869	24,~~228~~101
Finished Goods	~~751~~487	~~328~~1,181
	9,633	7,144
	6,053	9,276

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.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company maintains cash balances at financial institutions within the UK which are insured by the Financial Services Authority up to limits of approximately $138,200. The Company also maintains cash balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits of $250,000 for banks located in the US. Balances at financial institutions within the UK that are not insured and in excess of the Financial Services Authority limits amounted to $139,000 and $138,200 at March 31, 2013 and 2012, respectively. As of March 31, 2013 and 2012 the Company did not have any deposits in excess of the federally insured limit in its US banks. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash bank accounts.

Accounts receivable are unsecured and are derived from revenues earned from customers located in the UK. Five customers represent seventy one percent (71%) and seventy percent (70%) of sales respectively in 2013 and 2012. Five customers represent seventy six percent (76%) and seventy five percent (75%) of Accounts Receivable respectively in 2013 and 2012. The majority of revenue is generated from the UK.

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 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.

~~Borrowings~~The Company was in credit on this facility as at ~~September~~March 3031, ~~2012~~2013 ~~were~~at $02.031 million as compared to ~~borrowings~~$0.8 ~~amounting~~million for the same period in 2012 due to ~~$1.3~~the ~~million~~drawdown facility not being needed as atoften ~~September~~as ~~30,~~in ~~2011~~previous years. ~~Borrowings~~The ~~are~~balance on this account is included within ‘Line of Credit ’on ~~under~~ the ~~liability section of the~~ balance sheet.

Charges incurred amounted to $0.0904 million to ~~September~~March 3031, ~~2012~~2013 as compared to $0.0805 million for the same period of the previous year. ~~Interest amounted to $0.008 million a decrease of 80% on the same period of the previous year, the decrease is 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’.

Line of Credit

The components of this balance sheet account are shown below:


	March 31, 2013	December 31, 2012
	US $'000	US $'000

Current Account	431	3,226
Deposit Account	46	49
Invoice Finance	2,074	(304)
Unpresented Checks	(2,365)	(78)

Total	186	2,893

	September 30, 2012	December 31, 2011
	US $'000	US $'000
Current Account	2,653	251
Deposit Account	49	47
Invoice Finance	(26)	(1,315)
Unpresented Checks	(4,606)	(8)
Total	(1,930)	(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 ~~2012~~2013-07.

3. ~~CAPITAL LEASE~~ COMMITMENTS

AtCapital ~~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.~~Lease

~~Future~~At ~~principal~~the end of each lease ~~payments~~the Company will purchase the equipment. The leases are asa ~~follows~~mixture ~~(in~~of ~~US$’000):~~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

Future principal lease payments are as follows:

These 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.


Year ended December 31,	US $'000

2013	163
2014	78
2015	46
Total	287
Less current portion	-163
Long term portion	124

4. SUBSEQUENT EVENTS

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

ITEM 2. MANAGEMENT’S DISCUSSION & ANALYSIS OROF ~~PLAN~~FINANCIAL CONDITION AND RESULTS 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,~~564~~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 “~~accounting~~ 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 ~~pooling~~the purchase method of accounting. Subsequent to February 12, 2003, the Company’s operations reflect the combined operations of the former Oxford and ~~all of former~~ 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~~The Company ~~established~~acquired 100% of the share capital (1,000 shares) of Axiom MS Limited (“AMS”). AMS was incorporated on July 29, 2008, to seek new business opportunities. In January 2011, ~~the~~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

Three-month periods ending ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012

Revenues

Revenues for the three month period ended ~~September~~March 3031, ~~2012~~2013 were $1213.75 million, an increase of 5024% as compared to $11.0 million for the same period of the previous year. The increase in revenue is ~~due~~attributable to an increase in sales orders and new customers bringing larger value contracts into the Company.

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~~March 3031, ~~2012~~2013 cost of sales were $1011.92 million, an increase of 5730% as compared to$8.6 ~~the~~million ~~three~~for ~~months~~same ~~ended~~period ~~September~~of ~~30,~~the ~~2011~~previous year. The Company would expect an increase due to the fact revenue has increased. Cost of sales as a percentage of revenue is in82% ~~line~~as ~~with~~compared to 79% for the same period of the previous year. The increase is due to an increase in ~~sales~~purchases, wages, depreciation and direct utilities.

~~Nine-month~~Operating ~~periods ending September 30, 2012 and 2011~~Expenses

~~Revenues~~Operating expenses consist of selling, general and administrative expenses. For the three months ended March 31, 2013 operating expenses were $1.3 million which is in line with $1.3 million for March 31, 2012.

~~Revenues~~Rental 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.Income

~~Cost~~For ofthe ~~Sales~~period ended March 31, 2013, rental income was $0.2 million as compared to $0.3 million for the three months ended March 31, 2012. The slight decrease is due to less space being leased for storage.

~~Cost~~Interest 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.Expense

~~Operating~~Interest ~~Expenses~~expense for the three months ended March 31, 2013 amounted to $0.005 million as compared to $0.04 million for the same period of the previous year. The decrease is due to the invoice discounting facility being used much less as one customer is not on the discount facility now.

~~Operating~~Net ~~expenses~~Income ~~consist~~/ of selling, general and administrative expenses. For the nine months ended September 30, 2012 operating expenses were $4.1 million an increase of 21% 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.(Loss)

~~Rental~~For ~~Income~~the three month period ending March 31, 2013, net income was $1.2 million as compared to $1.2 million for the three month period ending March 31, 2012. This resulted in a basic income per share of $0.07 on weighted average common shares outstanding of 18,564,002 for the three month period ended March 31, 2013 as compared to a basic income per share of $0.07 on the 18,564,002 of weighted average common shares outstanding in the same period of the previous year.

~~For~~During the ~~nine~~first ~~months~~quarter ~~ended~~less ~~September~~inventory ~~30,~~was ~~2012~~needed ~~rental~~which ~~income~~explains ~~was~~the ~~$0.697~~decrease ~~million~~in asthe ~~compared~~inventory ~~to $0~~balance.~~732~~ ~~million~~This ~~for~~also explains the ~~same~~decrease ~~period~~in ofaccounts ~~the~~payable ~~previous~~as ~~year~~less was purchased. ~~The~~One ~~decrease~~of the contracts that was ~~due~~accruing deferred income came to ~~the~~end ~~tenant~~leading ~~vacating~~to ~~part~~a ofdecrease in the ~~property~~balance on deferred income.

~~Interest~~Liquidity ~~Expense~~and Capital Resources

~~Interest~~The ~~expense~~Company’s ~~for~~primary ~~the~~source ~~nine~~of ~~months~~capital ~~ended~~is ~~September~~cash ~~30,~~provided ~~2012~~by ~~amounted~~operations toand ~~$0.098~~borrowings ~~million~~under asits ~~compared~~credit ~~to $0~~facilities.~~155~~ ~~million~~As ~~for the same period~~ of ~~the~~March ~~previous~~31, ~~year.~~2013 ~~The decrease is due to~~ the ~~interest~~Company onhad ~~the~~cash ~~discounting~~and ~~facility~~cash ~~decreasing~~equivalents asof ~~the~~around ~~facility~~$2.2 ~~was used less~~million.

11For the three months ended March 31, 2013 net cash used in operating activities was $2.7 million as compared to $1.0 million for the same period of the previous year. This amount is mainly due to a large decrease in accounts payable.

~~Net Income / (Loss)~~11

For the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 net ~~income~~cash ~~was~~used ~~$3.2 million as compared to $1.1 million for the nine months ended September 30, 2011. This resulted~~ in ainvesting ~~basic~~activities ~~income~~was ~~per share of~~ $0.17003 onmillion ~~weighted~~due ~~average~~to ~~common~~the ~~shares~~purchase ~~outstanding~~ of ~~18,564,002~~some ~~for~~fixed ~~the~~assets ~~nine months ended September 30, 2012~~ as compared to $0.061 million for the same period of the previous year.

~~Liquidity~~Net ~~and~~cash ~~Capital~~provided ~~Resources~~by financing activities for the three month period ended March 31, 2013 amounted to $2.5 million as compared to $0.9 million for the three month period ended March 31, 2012. This amount is mainly due to an increase in the line of credit.

~~The~~For ~~Company’s~~the ~~primary~~three ~~source~~months ofended March 31, 2013 short-term capital isneeds ~~cash~~were ~~provided~~met by ~~operations~~invoice discounting, finance lease arrangements, inter-company and ~~borrowings~~bank ~~under~~loans. ~~its~~The ~~credit~~Company’s banking facilities comprise an invoice discounting facility with a maximum advance limit of $3.0 Asmillion subject to the level of ~~September~~qualifying 30sales invoiced. Interest rates are calculated with reference to bank base rates. At March 31, ~~2012~~2013 interest on invoice discounting facility was charged at 2% above Base. The inter-company loan interest rate is 5%, the ~~Company~~finance ~~had~~lease ~~cash~~agreements have varying interest rates ranging from 6% to 7.5% and ~~cash~~the ~~equivalents~~note ofpayable ~~around~~demands $2an interest rate of 6%.9 The ~~million~~accounts receivable of the Company is collateral for this arrangement.

~~For~~The ~~the~~following ~~nine~~summarizes ~~months~~our ~~ended~~debt ~~September~~and ~~30,~~other ~~2012~~contractual ~~net~~obligations ~~cash~~at ~~provided~~March ~~by operating activities was $0~~2013.6 million as compared to net cash used in operating activities of $1.9 million for the same period of the previous year. Much of the 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 nine months ended September 30, 2012 net cash used in investing activities was $1.1 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.


	Amount
Description	$'000	Term
Invoice discounting	(2,074)	Ongoing until facility terminated.
Note Payable	1,324	Payable in full on December 31, 2013
Inter-company loan	1,122
Finance lease agreements	252	Mix of 3 & 10 yr term commencing May 2008 to October 2012

	624

~~For~~The ~~the~~inter-company ~~nine~~loans ~~months~~are ~~ended~~not ~~September~~eliminated 30on consolidation, ~~2012~~as ~~net~~the ~~cash~~loans ~~provided~~were byfrom ~~financing~~related ~~activities~~parties ~~was~~which ~~$0.7~~do ~~million~~not asget ~~compared~~consolidated towith ~~$2.6~~Oxford ~~million~~Technologies ~~for~~Inc. ~~the~~The ~~same~~balance ~~period~~per of the ~~previous~~consolidated ~~year.~~balance ~~This amount~~ is ~~due~~shown toas ~~a smaller increase in proceeds from line of credit than what we have seen in the past.~~follows:

For the nine months ended 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 $3.2 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 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.


Description	Amount
	$'000
Accounts payable related party	1,087
Capital lease current portion	35
Capital lease non-current portion	-

	1,122

~~The~~As ~~following~~of ~~summarizes~~the ~~our~~date ~~debt~~of ~~and~~this ~~other~~report, ~~contractual~~we ~~obligations~~are atin ~~September~~compliance ~~30,~~with ~~2012:~~all covenants under our existing credit facilities.

	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

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

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:12

12borrowings 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.

Description	Amount
	$'000
Accounts payable related party	1,122
Capital lease current portion	94
Capital lease non-current portion	-
	1,216

Off-Balance Sheet Arrangements

AsThere ~~of the date of this report, we~~ are inno ~~compliance~~off-balance ~~with~~sheet ~~all covenants under our existing credit facilities~~arrangements.

InCritical ~~the~~Accounting 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.Policies

~~Off~~Disclosure of the Company’s significant accounting policies is included in Note 2 to the consolidated financial statements of the Company’s Annual Report on Form 10-~~Balance~~K ~~Sheet~~for ~~Arrangements~~the year ended December 31, 2012. Some of these policies require management to make estimates and assumptions that may affect the reported amounts in the Company’s financial statements.

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 ~~September~~March 3031, ~~2012~~2013. 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 ~~third~~first quarter of ~~2012~~2013 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~~2012 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

~~Not Applicable~~None

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

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 ~~Link~~Linkbase Document

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

~~Date:~~May ~~November 6~~13, ~~2012~~2013

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