ERTIFICATION PURSUANT TO SECTION 302

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TG8OKbcMd19iZLDHQTeKwK16iqW9oH9/SrMma/OFnEBO0h9Bf7u3H9LIbED35+zo TwpUV+zi4j0GHAlS3OLcMQ== 0001169567-08-000006.txt : 20080516 0001169567-08-000006.hdr.sgml : 20080516 20080516133935 ACCESSION NUMBER: 0001169567-08-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080516 DATE AS OF CHANGE: 20080516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD TECHNOLOGIES INC CENTRAL INDEX KEY: 0001169567 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 043615974 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-49854 FILM NUMBER: 08841441 BUSINESS ADDRESS: STREET 1: 80 WALL STREET, SUITE 818 CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128091200 MAIL ADDRESS: STREET 1: 80 WALL STREET, SUITE 818 CITY: NEW YORK STATE: NY ZIP: 10005 10-Q 1 oxfordtechnologies10q33108.txt QUARTERLY REPORT, MARCH 31, 2008 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 March 31, 2008 Or [ ] 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 (I.R.S. Employer Identification No.) incorporation or organization) 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 is a large accelerated filer, an accelerated filer, or a non- accelerated filer. See definition of "accelerated filer and large accelerated filer" 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] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: There is no trading market for the registrant's securities. Accordingly, no estimate as to the market value can be made. State the number of shares outstanding of each of the issuer's classes of common equity: As of May 14, 2008, 18,564,002 shares of common stock were outstanding. OXFORD TECHNOLOGIES, INC. Table of Contents Pages Part I. Financial Information ------ Item1. Financial Statements Condensed Consolidated Balance Sheets.............................. 4-5 Condensed Consolidated Statements of Operations and Comprehensive Income(Unaudited).............................. 6 Condensed Consolidated Statements of Cash Flows (Unaudited)........ 7 Notes to Unaudited Condensed Consolidated Financial Statements..... 9 Item 2. Management's Discussion and Analysis or Plan of Operation.... 14 Item 3. Quantitative and Qualitative Disclosure about Market Risk.... 18 Item 4. Controls and Procedures...................................... 18 Part II. Other Information Item 1. Legal Proceedings............................................ 19 Item 1A Risk Factors................................................. 19 Item 2. Changes in Securities........................................ 19 Item 3. Defaults Upon Senior Securities.............................. 19 Item 4. Submission of Matters to a Vote of Security Holders.......... 19 Item 5. Other Information............................................ 19 Item 6. Exhibits and Reports on Form 8-K............................. 19 Signatures............................................................ 20 Item 1. Financial Statements OXFORD TECHNOLOGIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS

OXFORD TECHNOLOGIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

OXFORD TECHNOLOGIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

OXFORD TECHNOLOGIES INC NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2008 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 April 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's principal office and manufacturing facility is located at Technology Park, Newbridge, South Wales, United Kingdom. Axiom is the owner of the above mentioned facility. 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Financial Statement 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 three months ended March 31, 2008 and 2008 are not necessarily indicative of the results that may be accepted for the year ending December 31, 2008. 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, 2007. Principles of Consolidation - These financial statements include the accounts of the company and its wholly-owned subsidiary Axiom. All inter-company balances and transactions have been eliminated. 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 year-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 asset 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 allowance. All revenues generated and the associated cost of sale incurred relate to the EMS service offering (manufacturing of OEM customer products) in 2008, with 99% of revenues coming from this source in 2007 with the remaining percentage of revenue and cost of sale 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 and financial status of our customers. Inventories - 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. 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 & building improvements 20 to 45 years Machinery & 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 accounts receivables. Advertising Costs - The Company expenses advertising costs as incurred. Comprehensive Income - The Company's comprehensive income for the three months ended March 31, 2008 and 2007 includes foreign exchange translation gains. 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, a chattels mortgage over fixed assets and a second charge on the building at Technology Park, Newbridge, South Wales. The amount held at this facility is shown in Other receivables on the balance sheet. Recent Accounting Pronouncements In February 2007, the FASB issued SFAS No 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No 115". The fair value option established by this statement permits all entities to choose to measure eligible items at fair value at specified election dates. A Business entity shall report unrealized gains and losses on items for which the fair option has been elected in earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date. This statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. In December 2007, the FASB issued SFAS No 160 "Noncontrolling Interests in Consolidated Financial Statements" - amendment of ARB No 51. The objective of this statement is to improve the relevance, comparability and transparency of the financial information that a reporting entity provides in its consolidated financial statements. This Statement is effective as of the beginning of an entity's first fiscal year that begins after December 15, 2008. In December 2007, the FASB issued SFAS No 141(Revised) "Business Combinations". The objective of this statement is to improve the relevance, representional faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. This Statement is effective as of the beginning of an entity's first fiscal year that begins after December 15, 2008. In March 2008, The FASB issued SFAS No 161 "Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No 133". The objective of this statement is that FASB No 133 does not provide adequate information about how derivative and hedging activities affect an entity's financial position, financial performance and cash flows. This statement improves the transparency of financial reporting. This Statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2008. None of the above new pronouncements has current application to the Company but will be implemented in the Company's future financial reporting where applicable. 3. CAPITAL LEASES. The Company is leasing new Dell computer equipment as of January 2008. The lease runs for a period of 36 months. At the end of the lease the Company will purchase the equipment. The agreement carries a stated annual rate of interest and calls for monthly principal and interest payments of $285. In February 2008, the Company is leasing new Dell computer equipment. The lease runs for a period of 36 months. At the end of the lease the Company will purchase the equipment. The agreement carries a stated annual rate of interest and calls for monthly principal and interest payments of $572 4. RENTAL INCOME The Company's subsidiary has sublet surplus space on annual basis for $938,000 per year. The original lease term was from July 1, 2002 through June 30, 2004. The lessee has opted to extend this lease to June 30, 2008. 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 cheque 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. 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. 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 programmes 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 ended March 31, 2008 and 2007. Revenues Revenues for the three month period ended March 31, 2008 were $9.20million which is an increase of $0.47million or 5.4% as compared to $8.73million for the same period in 2007. Cost of sales Cost of sales consists of the material cost of goods sold, direct overhead, direct wages and direct depreciation expenses. For the three months ended March 31, 2008, cost of sales were $7.95million as compared to $7.73million for the three months ended March 31, 2007. This increase (2.9%) is due to increase in sales for the same period. The cost of sales as a percentage of sales decreased to 86.5% for the three months ended March 31, 2008 from 88.6% for the three months ended March 31, 2007 as a result of a greater proportion of higher margin product being shipped in 2008. Operating Expenses Operating expenses, consisting of selling, general and administrative expenses increased by $114,000 or 9.6% to $1,302,000 for the three months ended March 31, 2008 as compared to $1,188,000 in the same period of the prior year. The increase is as a result of higher spending in 2008 on, indirect wages and salaries and associated costs, rental of a new SMT line, legal and professional fees and sundry freight. Rental Income and Economic Development Grant For the quarter ended March 31, 2008, rental income and economic development grant was $385,000 as compared to $433,000 for the same period of the previous year. Rental income to March 31, 2008 was $7,000 lower than the first quarter of 2007 as a result of unused warehouse space being let to an existing tenant has been reduced. For the period March 31, 2008, the economic development grant was amortized in the amount of $96,000 as compared to $137,000 for the same period of the previous year. Interest expenses Interest expenses for the three months ended March 31, 2008 was $79,000 as compared to $40,000 for the same period of the previous year. Although showing a increase year on year, this is attributable to a movement in the US dollar against the British pound. Without the currency movement, interest expenses would be unchanged and reflect similar levels of borrowing year on year. Net Income As a result of the factors discussed above, for the three month period ending March 31, 2008, net income was $266,000 as compared to net income of $212,000 for the three month period ending March 31, 2007. This resulted in a basic income per share of $0.014 on weighted average common shares outstanding of 18,564,002 for the three month period ended March 31,2008 as compared to basic income per share of $0.011 on the same number of weighted average common shares outstanding in 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 March 31, 2008, the company had cash and cash equivalents of around $162,000. For the three months ended March 31, 2008, net cash used in operating activities was $1,582,000 as compared to ($2,200,000) used in operating activities in the same period of the prior year. Net cash provided by financing activities for the three month period ended March 31, 2008 was $2,999,000, as compared to ($2,195,000) for the same period of the previous year. For the three months ended March 31, 2008, 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 $5,162,300 subject to the level of qualifying sales invoiced and a bank overdraft limit of $198,550. Interest rates are calculated with reference to bank base rates. At March 31, 2008, interest on invoice discounting facility was charged at 2% above Base and interest on the bank overdraft at 2% above Base. The accounts receivable of the Company is collateral for this arrangement. The following summarizes our debt and other contractual obligations at March 31, 2008: Description Amount Term - ------------------------ ------------- ----------------------------------- Invoice discounting $ 3,868,000 Ongoing until facility terminated Inter-company Loan $ 82,000 Finance lease agreements $ 651,000 Mix of 5 and10 year term commencing August 2002 to March 2007 - ----------------------------------------------------------------------------- Total $ 4,601,000 - ----------------------------------------------------------------------------- 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, 2007. Some of these policies require management to make estimates and assumptions that may affect the reported amounts in the Company's financial statement. ITEM 3. QUANTITIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK There has been no significant change in the Company's exposure to market risk during the first three months of 2008. For a discussion of the Company's exposure to market risk, refer to Item 7A, Quantitative and Qualitative Disclosure about Market Risk contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2007, incorporated herein by reference. ITEM 4. CONTROLS AND PROCEDURES Under the supervision and with the participation of the Company's President (the principal executive officer and the principal financial officer), management has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the President concluded that the Company's disclosure controls and procedures were effective as of March 31, 2008. There were no changes in internal control over financial reporting that occurred during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to affect, the Company's internal control over financial reporting. PART II. OTHER INFORMATION Item 1. Legal Information: None. Item 1A. Risk Factors: None Item 2. Unregistered Sales of Equity Securities and use of Proceeds: None 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 (a) Exhibits Exhibit No. Description - ---------- ---------------------------------------- 31.1 Section 302 Certification 32.1 Section 906 Certification SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Oxford Technologies, Inc. By: /s/ Jacinta Sit - ---------------------------------------------------------- Jacinta Sit, President and Chief Financial Officer (Principal executive officer and principal financial officer) May 16, 2008 EX-31 2 e311.htm SECTION 302 CERTIFICATION ERTIFICATION PURSUANT TO SECTION 302

Exhibit 31.1

CERTIFICATION

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Jacinta Sit, certify that:

I have reviewed this Form 10-Q of Oxford Technologies, Inc.

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

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

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

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

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ Jacinta Sit
Jacinta Sit, President
(Principal Executive Officer and Principal Financial Officer)

Date: May 16, 2008

EX-32 3 e321.htm SECTION 906 CERTIFICATION ERTIFICATION PURSUANT TO SECTION 302

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

I, Jacinta Sit, President of Oxford Technologies, Inc. (the "Company") do hereby certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, based upon a review of the Annual Report of the Company on Form 10-Q for the quarter ended March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"):

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


By: /s/ Jacinta Sit
Jacinta Sit, President
(Principal Executive Officer and Principal Financial Officer)

May 16, 2008

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