SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 20-F

[ ] Registration Statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934;

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the fiscal year ended: December 31, ~~2007~~2009

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ~~For the transition period from _______ to ________~~

[ ] Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

Commission file number: ~~______________~~ 000-31188

OXFORD INVESTMENTS HOLDINGS ~~INC. (Exact~~INC.

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of ~~Registrant's~~Registrant’s name into English)

Ontario, Canada ~~--------------- (Jurisdiction~~

(Jurisdiction of incorporation or organization)

1315 Lawrence Avenue East

Suite 520

Toronto, Ontario

Canada M3A 3R3

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Exchange Act: None.

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

Title of Class: Common Stock, no par value

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

The number of outstanding shares of the ~~issuer's~~issuer’s common Stock as of December 31, ~~2007: 39,744,810~~ 2009: 85,614,384

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act ~~Yes [ ] No [X]~~

Yeso

Nox

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes [ ] No [X] 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 (Check one): Large accelerated filer Accelerated filer Non-accelerated filer [X]

Yeso

Nox

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 [ ]~~

Yesx

Noo

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).

Yesx

Noo

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 (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP x

International Financial Reporting Standards as issued by the International Accounting Standards Board o

Other o

If other has been checked by the previous statement, indicate by check mark which financial statement item the registrant has elected to follow. ~~Item 17 [ ] Item 18 [X]~~

Item 17 o

Item 18 x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~Yes [ ] No [X]~~

Yeso

Nox

TABLE OF CONTENTS ~~Page FORWARD - LOOKING STATEMENTS 5~~

Page

FORWARD – LOOKING STATEMENTS		5

PART I Item 1. Identity of Directors, Senior Management and Advisers * Item 2. Offer Statistics and Expected Timetable ............. * Item 3. Key Information .................................... 5 Selected Financial Data 5 Capitalization and Indebtedness 7 Reason for the Offer and Use of Proceeds 7 Risk Factors .............................. 7 Item 4. Information on the Company ......................... 13 History and Development of the Company 13 Business Overview 14 Organizational Structure 21 Property, Plants and Equipment 21 Item 4A Unresolved Staff Comments .......................... 21 Item 5. Operating and Financial Review and Prospects ....... 21 Operating Results 22 Liquidity and Capital Resources 26 Research and Development 27 Trend Information 27 Off-balance sheet arrangements * Tabular disclosure of contractual obligations * Safe harbor 27 Item 6. Directors, Senior Management and Employees ......... 28 Directors and Senior Management 28 Compensation of Directors and Officers 29 Board Policies 30 Employees 31 Share Ownership 31 Item 7. Major Shareholders and Related Party Transactions .. 32 Major Shareholders 32 Related Party Transactions 32 Item 8. Financial Information .............................. 33 Consolidated Statements and Other Financial Information 33 Significant Changes 34 Item 9. The Offer and Listing .............................. 34 Item 10. Additional Information ............................. 35 Share Capital * Memorandum and articles of incorporation 35 Material Contracts 35 Exchange Controls 36 Taxation 36 Dividends and paying agents * Statements by experts * Documents on display 40 Subsidiary Information * Item 11. Quantitative and Qualitative Disclosures About Market Risk * Item 12. Description of Securities Other Than Equity Securities * PART II Item 13. Defaults, Dividends Arrearages and Delinquencies ... *

Item 1.	Identity of Directors, Senior Management and Advisers	*
Item 2.	Offer Statistics and Expected Timetable	*
Item 3.	Key Information	5
	Selected Financial Data	5
	Capitalization and Indebtedness	*
	Reason for the Offer and Use of Proceeds	*
	Risk Factors	7
Item 4.	Information on the Company	14
	History and Development of the Company	14
	Business Overview	14
	Organizational Structure	19
	Property, Plants and Equipment	20
Item 4A	Unresolved Staff Comments	*
Item 5.	Operating and Financial Review and Prospects	20
	Operating Results	20
	Liquidity and Capital Resources	26
	Research and Development	27
	Trend Information	27
	Off-balance sheet arrangements	*
	Tabular disclosure of contractual obligations	*
	Safe harbor	28
Item 6.	Directors, Senior Management and Employees	29
	Directors and Senior Management	29
	Compensation of Directors and Officers	30
	Board Policies	30
	Employees	31
	Share Ownership	31
Item 7.	Major Shareholders and Related Party Transactions	32
	Major Shareholders	32
	Related Party Transactions	32
Item 8.	Financial Information	33
	Consolidated Statements and Other Financial Information	33
Item 9.	Significant Changes The Offer and Listing	33 34
Item 10.	Additional Information	35
	Share Capital	*
	Memorandum and articles of incorporation	35
	Material Contracts	35
	Exchange Controls	36
	Taxation	36
	Dividends and paying agents	*
	Statements by experts *
	Documents on display	41
	Subsidiary Information	*
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	*
Item 12.	Description of Securities Other Than Equity Securities	*

3 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds ................. * Item 15. Controls and Procedures ........................ 41 Item 16A. Audit Committee Financial Expert ............... 41 Item 16B. Code of Ethics ................................. 42 Item 16C. Principal Accountant Fees and Services ......... 42 Item 16D. Exemptions from the Listing Standards for Audit Committees * Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchases ................ * Item 17. Financial Statements ........................... 42 Item 18. Financial Statements ........................... 42 Item 19. Exhibits ....................................... 44 SIGNATURES ....................................................... 45 CERTIFICATIONS ................................................... 46

	PART II
Item 13.	Defaults, Dividends Arrearages and Delinquencies	*
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	*
Item 15.	Controls and Procedures	42
Item 16A.	Audit Committee Financial Expert	43
Item 16B.	Code of Ethics	43
Item 16C.	Principal Accountant Fees and Services	43
Item 16D.	Exemptions from the Listing Standards for Audit Committees	*
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchases	*
Item 17.	Financial Statements	44
Item 18. Item 19.	Financial Statements Exhibits	44 45
SIGNATURES		46
CERTIFICATIONS		47

* Omitted pursuant to General Instruction E(b) of Form 20-F.

FORWARD LOOKING STATEMENTS

Oxford Investments Holdings Inc., or the Company, desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. This document and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words ~~"believe"~~‘‘believe’’, ~~"expect"~~‘‘expect’’, ~~"anticipate"~~‘‘anticipate’’, ~~"intends"~~‘‘intends’’, ~~"estimate"~~‘‘estimate’’, ~~"forecast"~~‘‘forecast’’, ~~"project"~~‘‘project’’, ~~"plan"~~‘‘plan’’, ~~"potential"~~‘‘potential’’, ~~"will"~~‘‘will’’, ~~"may"~~ 216;‘may’’, ~~"should"~~‘‘should’’, ~~"expect"~~‘‘expect’’ and similar expressions identify forward-looking statements. Please note in this annual report, ~~"we"~~‘‘we’’, ~~"us"~~‘‘us’’, ~~"our"~~‘‘our’’, ~~"the Company"~~‘‘the Company’’, all refer to Oxford Investments Holdings Inc. and its subsidiaries.

The forward-looking statements in this document are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, ~~management's~~management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies, fluctuations in currencies and interest rates, general market conditions, changes in the ~~Company's~~Company’s operating expenses, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission.

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not Applicable.

Item 2. Offer Statistics and Expected Timetable

Not Applicable.

Item 3. Key Information

A. Selected Financial Data

The following selected financial data for the years ended December 31, ~~2003, 2004,~~ 2005, 2006, 2007, 2008 and ~~2007~~2009 is derived from our audited consolidated financial statements. The selected financial data, as well as the consolidated financial statements and accompanying notes, are prepared in accordance with accounting principles generally accepted in the United States. The Registrant presents its consolidated financial statements in United States dollars. All dollar amounts in this Form 20-F are in United States dollars, except where otherwise indicated. You should read the following selected consolidated financial data with ~~"Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations” and the consolidated financial ~~statements~~stateme nts and accompanying notes and other financial information included elsewhere in this annual report.

		Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
		Dec. 31, 2005			Dec. 31, 2006			Dec. 31, 2007			Dec. 31, 2008			Dec. 31, 2009

Statement of Operations Data:
Total revenues from	$	163,889		$	72,095		$	4,886		$	0.00		$	3,957
Continuing Operations
Total Revenues from		0.00			113,204			1,246			7,770			0.00
Discontinued Operations
Net Income/(Net Loss)		(471,308	)		(961,889	)		(3,096,225	)		(593,186	)		(406,077	)
Basic and diluted
net loss per share -		(0.02	)		(0.04	)		(0.09	)		(0.01	)		(0.01	)
Weighted average number of
Shares used in computing basic and
Diluted net loss per share-		21,765,254			23,368,008			33,640,665			3,216,873			61,456,942
Balance Sheet Data:
Cash and cash equivalents	$	(13,697	)	$	37,969		$	0.00		$	0.00		$	22,286
Total current assets		58,290			90,855			0.00			4,399			27,667
Total assets		62,727			94,321			14,215			8,132			31,601
Total current liabilities		1,544,956			1,431,884			1,365,394			1,202,780			1,435,107
Total liabilities		1,544,956			1,431,884			1,365,394			1,202,780			1,435,107
Total accumulated deficit		(3,909,395	)		(4,871,284	)		(7,967,509	)		(8,560,695	)		(8,966,772	)
Total stockholders’ equity (deficit)		(1,482,229	)		(1,337,563	)		(1,351,179	)		(1,194,648	)		(1,403,506	)

EXCHANGE RATES

The following table sets out the exchange rates for the conversion of Canadian dollars into United States dollars, expressed in United States dollars. The exchange rates used are the closing rates provided by The Bank of Canada. The table lists the rate in effect at the end of the following periods, the average exchange rates (based on the average of the exchange rates on the last day of each month in such periods), and the range of high and low exchange rates for such periods.

Year ended December 31,
	2009	2008	2007	2006	2059

End of Period	.96	.83	1.01	.86	.86

Average for Period	.88	.94	.97	.87	.83

High for Period	.98	1.02	1.09	.91	.86

Low for Period	.77	.77	.84	.85	.80

The following table sets out the range of high and low exchange rates, for the conversion of Canadian dollars into United States dollars for each of the corresponding months during ~~2007~~2009 and ~~2008.~~2010. The exchange rates used are the closing rates as provided by the Bank of Canada. 6 - ------------------------------------------------- Month High Low - ------------------------------------------------- December 2007 1.02 0.98 - ------------------------------------------------- January 2008 1.01 0.97 - ------------------------------------------------- February 2008 1.03 0.98 - ------------------------------------------------- March 2008 1.00 0.97 - ------------------------------------------------- April 2008 1.00 0.97 - ------------------------------------------------- May 2008 1.00 0.98 - -------------------------------------------------

Month	High		Low

December 2009		0.96		0.93

January 2010		0.98		0.94

February 2010		0.96		0.93

March 2010		0.99		0.96

April 2010		1.00		0.98

May 2010		0.99		0.93

The exchange rate on December 31, ~~2007~~2009 for the conversion of United States dollars into Canadian dollars was ~~$1.01~~$0.96 (CDN$1.00 = US$~~1.01)~~0.9555). As of June ~~25, 2008~~10, 2010, the close rate of exchange for the conversion of United States dollars into Canadian dollars was ~~$0.99~~$0.97 (CDN$~~1.00 =~~ 1.00=US$~~0.9867)~~0.9674). The exchange rates used are the nominal noon exchange rates as published by the Bank of Canada.

B. Capitalization and Indebtedness.

Not Applicable.

C. Reasons for the Offer and Use of the Proceeds.

Not Applicable.

D. Risk Factors.

The risks described below are not the only ones we face. Additional risks that generally apply to publicly traded companies, that are not yet identified or that are currently perceived as immaterial, may also impair our business operations. Our business, operating results and financial condition could be adversely affected by any of the following risks. You should refer to the other information set forth in this document, including our financial statements and the related notes.

This annual report also contains certain forward-looking statements that involve risks and uncertainties. These statements relate to our future plans, objectives, expectations and intentions. These statements may be identified by the use of words such as ~~"expects," "anticipates," "intends," "plans"~~“expects,” “anticipates,” “intends,” “plans” and similar expressions. Our actual results could differ materially from those discussed in these statements. Factors that could contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report.

RISK FACTORS RELATED TO OUR BUSINESS

We Have aA Limited Operating History soSo It May beBe Difficult ~~for~~For You toTo Evaluate Our Business ~~and~~And Its Future Prospects

It may be difficult to evaluate our business and prospects because we have a limited operating history. We were incorporated in October 2000 and we began operations in November 2000. In our first two years of operations, we focused our business on the Internet e-gaming ~~market,~~market; however in early 2003, we expanded our operations into the lifestyle consumables market. Through our subsidiaries Celebrity Tan, Inc. and Ontario Private Water Labeling Ltd, we entered the UV-free sunless tanning and private water labeling markets. We have since discontinued these businesses. During 2006, we entered into the stored-value credit/debit card market through our suite of ~~"FocusKard"~~“FocusKard” products and our acquisition of ownership interests of companies in China. Our prospects must be ~~considered~~cons idered in light of the risks, expenses and 7 difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. The risks, expenses and difficulties that we expect to encounter include: o implementing an evolving and unpredictable business model that relies, in large part, on customer growth and word-of-mouth publicity among the targeted audiences; o building our corporate brand to attract purchasers, advertisers and affiliates, and our network brands to expand our audience; o increasing our product offerings on existing networks through internal development and affiliate partnerships; o developing and integrating new networks addressing our target audience and customer base; o diversifying our revenue sources by focusing on different business opportunities for a consumer market and by launching various marketing initiatives; o expanding our sales and marketing efforts to increase our affiliate and customer base and our reach within the stored-value card market audience; o attracting, retaining and motivating qualified personnel; and o responding to competitive developments.

implementing an evolving and unpredictable business model that relies, in large part, on customer growth and word-of-mouth publicity among the targeted audiences;

building our corporate brand to attract purchasers, advertisers and affiliates, and our network brands to expand our audience;

increasing our product offerings on existing networks through internal development and affiliate partnerships;

developing and integrating new networks addressing our target audience and customer base;

diversifying our revenue sources by focusing on different business opportunities for a consumer market and by launching various marketing initiatives;

expanding our sales and marketing efforts to increase our affiliate and customer base and our reach within the stored-value card market audience;

attracting, retaining and motivating qualified personnel; and

responding to competitive developments.

There can be no assurance that we will effectively address the risks we face, and the failure to do so could have a material adverse effect on our business, financial condition and results of operations.

We ~~have a~~Have A History ofOf Operating Losses ~~and a~~And A Significant Accumulated Deficit, ~~and we~~And We May Not Maintain Revenue orOr Achieve Profitability ~~in the Future.~~ In The Future.

We have not been profitable since our inception in October 2000. We have an accumulated deficit of ($~~7,967,509)~~8,966,772). We expect to continue to incur additional losses for the next fiscal year as a result of a high level of operating expenses, significant up-front expenditures, pursuing new initiatives for the Company and our marketing activities. We have had to rely on raising money through private placement of our stock to fund our ventures and operations. We may never realize significant revenues from our core business or be profitable. Factors that will influence the timing and amount of our growth and profitability include:

. the success of implementing our business plan;

. obtaining the necessary funding to grow our business; and

. our ability to expand, diversify and grow our business.

Our Ability toTo Continue ~~as a~~As A Going Concern

We face significant challenges in shifting from the development stage to the commercialization of the products that we offer. We have also changed our business focus within the past year. Our business may fail if we do not achieve significant revenue growth or obtain sufficient funding. Our accountants have raised substantial doubts about our ability to continue as a going concern. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered in such a transition, and there can be no assurance that we will be successful or that we will ever achieve profitable operations.

Our Capital Resources Have Not Been Generated Primarily From Operations, We May Be Dependent On Our Ability To Sell Additional Stock To Fund Continued Operations.

To date, we have generated most of our cash flow from financing activities. This has been primarily from sales of our common stock, and from time to time loans from Michael Donaghy, our founder, President and Chief Executive Officer. We have used a significant portion of the capital we raised to fund cash outflows for operating and investing activities. Since we have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operations, there is no assurance that we will not require additional resources in the future or that we will be able to obtain financing in the amount required or terms satisfactory to us. 8

Our ~~Rapid~~ Growth May Strain Our Resources And Hinder Our Ability To Implement Our Business Strategy

Our historical growth has placed, and any further growth is likely to continue to place, a significant strain on our limited resources. If we fail to manage our growth effectively, our business could be materially adversely affected. Our ability to achieve and maintain profitability will depend on our ability to manage our growth effectively, to implement and expand operational and customer support systems and to hire personnel worldwide. We may not be able to augment or improve existing computer systems and controls or implement new systems and controls to respond to any future growth. In addition, future growth may result in increased responsibilities for our management personnel, which may limit their ability to effectively manage our ~~business.~~ busine ss.

Operational Risks

Our revenue and operating results may fluctuate in future periods and we may fail to meet expectations, which may cause the price of our common stock to decline. As a result of our limited operating history and the emerging nature of the markets in which we compete, we are unable to forecast our revenue with precision. We anticipate that the results of our operations may fluctuate significantly in the future as a result of a variety of factors, many of which are outside our control. Factors that may affect our results of operations include, but are not limited to: o the addition or loss of customers for our FocusKard or stored-value card suite of products, or our failure to add new customers; o our ability and the ability of our affiliates to attract and retain a large retail audience for our products; o our ability to attract and retain advertisers and sponsors; o our ability to successfully manage our relationships with our joint venture partners, particularly in the Asian market ; o the amount and timing of expenditures for expansion of our operations, including the acquisition of new affiliates, the hiring of new employees, capital expenditures and related costs; o our ability to continue to enhance, maintain and support our networks and technology and avoid system downtime; and o the introduction of new or enhanced offerings by our competitors.

the addition or loss of customers for our FocusKard or stored-value card suite of products, or our failure to add new customers;

our ability and the ability of our affiliates to attract and retain a large retail audience for our products;

our ability to attract and retain advertisers and sponsors;

our ability to successfully manage our relationships with our joint venture partners, particularly in the Asian market;

the amount and timing of expenditures for expansion of our operations, including the acquisition of new affiliates, the hiring of new employees, capital expenditures and related costs;

our ability to continue to enhance, maintain and support our networks and technology and avoid system downtime; and

the introduction of new or enhanced offerings by our competitors.

Security And Privacy Breaches In Our Electronic Transactions May Damage Customer Relations And Inhibit Our Growth.

Any failures in our security and privacy measures could have a material adverse effect on our business, financial condition and results of operations. We electronically transfer large sums of money and store personal information about consumers, including bank account and credit card information, social security numbers, and merchant account numbers. If we are unable to protect, or consumers perceive that we are unable to protect, the security and privacy of our electronic transactions, our growth and the growth of the electronic commerce market in general could be materially adversely affected. A security or privacy breach may: o

· cause our customers to lose confidence in our services; o

· deter consumers from using our services; o

· harm our reputation; o

· expose us to liability; o

· increase our expenses from potential remediation costs; and o

· decrease market acceptance of electronic commerce transactions.

While we believe that we utilize proven applications designed for premium data security and integrity to process electronic transactions, there can be no assurance that our use of these applications will be sufficient to address changing market conditions or the security and privacy concerns of existing and potential subscribers.

We Rely On Third Parties To Distribute Our FocusKard and Other Stored-Value Products, Which May Not Result In Widespread Adoption. 9

In electronic commerce, we rely on our contracts with financial services organizations, businesses, ~~Internet~~internet portals and other third parties to provide branding for our electronic commerce services and to market our services to their customers. These contracts are an important source of the growth in demand for our electronic commerce products. If any of these third parties abandon, curtail or insufficiently increase their marketing efforts, it could have a material adverse effect on our business, financial condition and results of operations.

If We Do Not Respond To Rapid Technological Change Or Changes In The Industry Standards, Our Products And Services Could Become Obsolete And We Could Lose Our Existing And Future Customers.

If our competitors introduce new products and services embodying new technologies, or if new industry standards and practices emerge, our existing product and service offerings, proprietary technology and systems may become obsolete. Further, if we fail to adopt or develop new technologies or to adapt our products and services to emerging industry standards, we may lose current and future customers, which could have a material adverse effect on our business, financial condition and results of operations. The electronic commerce industry is changing rapidly. To remain competitive, we must continue to enhance and improve the functionality and features of our products, services and technologies.

Changes In Banking Regulations Could Hurt Our Business.

We have designed our systems and card programs to comply and work in association with applicable banking rules and regulations. A change of those rules and regulations could require us to dramatically alter our software programs, the hardware upon which we operate and our implementation and operation of stored value cards. Such changes could be costly or impractical and we may not be able to modify our operations and technology to comply with dramatic changes in banking regulations.

Changes In The Patriot Act Could Impede Our Ability To Circulate Cards That Can Be Easily Loaded Or Issued.

Our current screening process is designed to comply with the United States Patriot Act requirements that financial institutions know their cardholders. If the Patriot Act or subsequent legislation increases the level of scrutiny that we or our affiliated banks or the load or point of purchase locations are required to adopt to know their customers, it may be costly or impractical for us to continue to profitably issue and load cards for our customers or even comply with new regulations.

If Major Banks Begin To Target The Sub-Prime Market, It Will Create Substantial Competition For Us And Our Products And Services.

We operate among major financial institutions, providing products and services designed to service the sub-prime credit market. Large and small banks alike have traditionally not sought the typically unprofitable and undesirable sub-prime market. This allows the symbiotic relationship between us and banks, where the banks get access to the cumulative deposits of the cardholders, without the trouble of administering thousands of very small individual accounts of less reliable depositors. If banks decide to directly target the sub-prime market before we are able to establish a strong foothold, we will not be able to compete with established banks which have substantially greater resources.

Credit Card Fraud Or Computer Hacking Could Substantially Harm Us And Our Operators.

As with any technology company, we are always at risk of computer fraud, hacking or other electronic crime. While we believe that we have adopted substantial systems to recognize and prevent computer fraud and hacking, the relentlessness of hackers means no system is yet absolutely secure. Due to our limited financial resources, any substantial computer crime and particularly an electronic embezzlement, would adversely affect our ability to continue as a going concern. 10

Internal Processing Errors Could Result If We Fail To Appropriately Deduct Transactions From Customer Accounts.

In the event of a system failure that goes undetected for a substantial period of time, we could allow transactions on blocked accounts, false authorizations, fail to deduct charges from accounts or fail to detect systematic fraud or abuse. Errors or failures of this nature could immediately adversely impact us, our credibility and our financial standing.

Key Individual

Our future success will depend to a significant extent on the continued services of senior management and other key personnel, particularly Michael Donaghy, our founder, President and Chief Executive Officer. Any loss of a key employee could have a detrimental effect on our business. Currently no key-man insurance is in place with respect to Mr. Donaghy or any of our other personnel.

Our success is also dependent on our ability to attract, retain and motivate highly skilled technical and other personnel. While we have been successful in doing so thus far, there are a limited number of persons who possess the necessary technical skills and understanding, thus competition for their services is intense. A failure to recruit or retain personnel could have a material adverse effect on our business, financial condition and results of operations.

Protection ~~and~~And Enforcement ofOf Intellectual Property Rights

We regard the protection of trademarks, copyrights and other proprietary rights as important to our success and competitive position. We do not have any patented technology that would prevent competitors from entering our market. Although we seek to protect our trademarks, copyrights and other proprietary rights through confidentiality and ~~"non-compete"~~“non-compete” agreements and common law precedents, these actions may be inadequate to protect them or to prevent others from claiming violations of their patents, trademarks, copyrights and other proprietary rights. As a result, third parties could claim infringement by us with respect to current or future services.

We currently license and may in the future license certain technologies from third parties, which may subject us to infringement actions based upon the technologies licensed from these third parties. Any of these claims, with or without merit, could subject us to costly litigation and divert the attention of our technical and management personnel. These third party technology licenses may not continue to be available to us on commercially reasonable terms. The loss of the ability to use such technology could require us to obtain the rights to use substitute technology, which could be more expensive or offer lower quality or performance, and therefore have a material adverse effect on our business.

Risks Associated With Foreign Operations

It is anticipated that substantially all of our revenue will be derived from fees in foreign countries.

In addition, there are certain difficulties and risks inherent in doing business internationally, including the burden of complying with multiple and often conflicting regulatory requirements, foreign exchange controls, potential restrictions or tariffs on gaming activities that may be imposed, potentially adverse tax consequences and tax risks, as well as political and economic instability. Changes in the political, regulatory and taxation structure of jurisdictions in which we operate and in which our ~~sub-licensee~~ customers are located could have a material adverse effect on our business, revenues, operating results and financial condition.

Likewise, our ability to expand our business in certain countries, including China, will require modification of our products, particularly domestic language support. There can be no assurance that we will be able to sustain or increase revenue derived from international operations or that we will be able to penetrate linguistic, cultural or other barriers to new foreign markets. The failure to sustain or increase revenue from international operations could have a material adverse effect on our business, revenues, operating results and financial condition.

Our financial results are reported in United States currency, which is subject to fluctuations in respect of the currencies of the countries in which we operate. Fluctuations in the exchange rate of the U.S. dollar and the 11 Canadian dollar could have a positive or negative effect on our reported results. Given the constantly changing currency exposures and the substantial volatility of currency exchange rates, we cannot predict the effect of exchange rate fluctuations upon future operating results. There can be no assurance that we will not experience currency losses in the future which could have a material adverse effect on our business, revenues, operating results and financial condition.

Uncertainty ofOf Enforcement ofOf U.S. Laws ~~and~~And Judgments ~~against~~Against Foreign Persons

We and our wholly-owned subsidiaries through which we operate are organized under the laws of the Province of Ontario, Canada and St. Johns, Antigua, respectively; our executive offices are in Canada, our directors and officers and certain of our advisers are residents of Canada, and a substantial portion of our assets and assets of those persons are located outside the United States. As a result, it may be difficult for you to initiate a lawsuit in the United States against us or these non-U.S. residents, or to enforce any judgment obtained in the United States against us or any of these persons.

Consequently, you may be deterred or prevented from pursuing remedies under United States federal securities laws against us or other non-United States residents.

We Currently Depend On the Sale ~~of a few~~Of A Few Products toTo Generate Most ofOf Our Revenue

We expect the sales of our stored-value cards and fees from credit card processing to constitute most of our revenue for the foreseeable future. If customers do not purchase our products or we do not earn fees, we do not currently offer any other products or services that would enable us to generate revenue or to become profitable.

We May Not Have Sufficient Capital To Fund Our Operations And Additional Capital May Not Be Available On Acceptable Terms ifIf At ~~All.~~ All.

If we do not have sufficient capital to fund our operations, we may be forced to discontinue product development, reduce our sales and marketing efforts or forego attractive business opportunities. Any of these outcomes could adversely impact our ability to respond to competitive pressures and could have a material adverse effect on our business, financial condition and results of operations.

Our Operating Results ~~may be~~May Be Impacted byBy Foreign Exchange Rates

Substantially all of our revenue is expected to be earned in U.S. dollars. A significant portion of our expenses is incurred in Canadian dollars. Changes in the value of the Canadian dollar relative to the U.S. dollar may result in currency translation gains and losses and could adversely affect our operating results. To date, foreign currency exposure has been minimal. However, in the future we may consider hedging all or a significant portion of our annual estimated Canadian dollar expenses to minimize our Canadian dollar exposure.

RISK FACTORS RELATED TO OWNING OUR STOCK

Control By Existing Shareholders; Anti-Takeover Effects

As of December 31, ~~2007,~~2009, Michael Donaghy, our ~~sole~~President and Chief Executive Officer and director, personally and indirectly through his spouse, beneficially owned ~~approximately 8,775,000~~approximately13,850,000 shares or ~~22.08%~~16.18 % of our outstanding common shares. As a result, Mr. Donaghy can exert substantial influence over us and influence most matters requiring shareholder approval, including the election of directors, and thereby exercise significant control over our affairs. The voting power of Mr. Donaghy under certain circumstances could have the effect of delaying or preventing a change in our control, the effect of which may be to deprive you of a control premium that might otherwise be realized in connection with our acquisition. 12

No Established Public Trading Market

Our shares began trading on the Over the Counter Bulletin Board (OTCBB) in May 2004, however, at present our shares are thinly traded, and there is no assurance that a significant trading market will develop, or if developed, that such market will be sustained.

Possible Volatility ofOf Stock Price

Many factors could affect the market price of our common shares. These factors include but are not limited to: o Variations in our operating results; o Variations in industry growth rates; o Actual or anticipated announcements of technical innovations or new products or product enhancements by us or our competitors; o General economic conditions in the markets for our products and services; o Divergence of our operating results from analysts' expectations; and o Changes in earnings estimates by research analysts.

Variations in our operating results;

Variations in industry growth rates;

Actual or anticipated announcements of technical innovations or new products or product enhancements by us or our competitors;

General economic conditions in the markets for our products and services;

Divergence of our operating results from analysts’ expectations; and

Changes in earnings estimates by research analysts.

In particular, the market prices of the shares of many companies in the technology and emerging growth sectors experience wide fluctuations that are often unrelated to the operating performance of such companies. When the market price of a company's stock drops significantly, shareholders often institute securities class action lawsuits against that company. Such a lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our management and other resources. Any of these events could have a material adverse effect on our business, financial condition and results of operations.

Our common stock trades in the over-the-counter market on the OTCBB. As a result, an investor may find it more difficult to dispose of, or to obtain accurate quotations as to the value of, our common stock. Because our common stock is subject to federal securities rules affecting penny stock, the market liquidity for our common stock may be adversely affected.

Our common stock could become subject to additional sales practice requirements for low priced securities. Our common stock could become subject to Rule 15g-9 under the Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker-dealers that sell our shares of common stock to persons other than established customers and "accredited investors" or individuals with net worth in excess of $1,000,000 or annual incomes exceeding $200,000 or $300,000 together with their spouses.

Rule 15g-9 requires a broker-dealer to make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and may affect the ability of our shareholders to sell any of our securities in the secondary market; generally define a "penny stock" to be any non-Nasdaq equity security that has a market price less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions; requires broker dealers to deliver, prior to a transaction in a penny stock, a risk disclosure document relating to the penny stock market.

Disclosure is also required to be made about compensation payable to both the broker-dealer and the registered representative and current quotations for the securities. In addition, the rule requires that broker dealers deliver to customers monthly statements that disclose recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Item 4. Information on the Company 13

A. History and Development of the Company

The Company was incorporated under the laws of Ontario, Canada on October 13, 2000, as a holding company under the name International E Gaming Developers Ltd. On May 17, 2001 the Company changed its name to Oxford Software Developers Inc. and on December 16, 2003 it changed its name from Oxford Software Developers Inc. to Oxford Investments Holdings Inc. The Company operates its business through three wholly-owned subsidiaries International E Gaming Developers, Inc. incorporated under the laws of Antigua and Barbuda, British West Indies on November 3, 2000; Celebrity Tan, Inc. incorporated under the laws of Ontario, Canada on May 28, 2003; and Ontario Private Water Labeling Ltd. incorporated under the laws of Ontario, Canada on May 28, 2003.

During 2006, we reorganized our core business to become a provider of stored value cards for a wide variety of markets. Our products and services are aimed at capitalizing on the growing demand for stored value and re-loadable ATM/prepaid card financial products. We believe stored value cards are a fast-growing product segment in the financial services industry.

On or about December 18, 2006, we entered into a joint venture arrangement with the Ko Ho Management Co. Ltd. of Hong Kong ("(“Ko Ho ~~Group"~~Group”). We acquired a fifty percent (50%) equity interest in the Ko Ho Group, a company wholly-owned by Mr. Benny Lee. The Ko Ho Group is an investment and management company, specializing in company mergers and acquisitions, management and marketing services in Asia Pacific with a focus in Hong Kong and China. To date through our partnership with the Ko Ho Group, we have acquired an equity interest in three Chinese companies, Arden Trading Company Ltd., Hongxin Insurance Agency and Foshan Foshantong Information Technology Co., ~~Ltd.~~ Ltd (“Foshantong”).

On April 2, 2010, the Company terminated its investment in Foshantong. The termination was mutually agreed upon by both parties. As a result of the termination, the Company received $200,000 as a recovery of the marketing expenses that the Company had spent in connection with this investment.

In this Annual Report, unless the context indicates otherwise, the term "Company" refers to Oxford Investments Holdings Inc.

B. Business Overview

Due to ~~recent~~ changes in United States law with respect to Internet gaming, we are no longer involved in Internet gaming activities. The Company has discontinued the business operations of Internet Gaming and private labeled bottled spring water and has focused its core operations on the direct banking and stored card value market. It has entered into the direct-banking and payment-card solutions business by concentrating its business around its ~~"FocusKard"~~“FocusKard” suite of products.

The Product and the Market

The ~~"FocusKard"~~“FocusKard” suite of products consists of an online-access account represented by a stored-value card. Stored-value cards are a substitute for cash, gift certificates, and check payments. Monetary value is added to the stored-value account before the card is used, with the value either being funded by the cardholder directly, or by the card program operator in commercial applications.

Stored-value is believed to be the most rapidly growing segment in the payment card industry. Its many applications include payroll products, gift-card products, travel products, insurance products, membership products, student products, and incentive/promotional products.

The Opportunity 14

The rapid expansion of e-commerce and online banking brings new challenges to payment methods, such as the need to protect the ~~individual's~~individual’s financial information, and the ease of collection for online merchants. A stored-value product such as the FocusKard expands the functionality of electronic banking, allowing new and innovative payment methods that may limit risk exposure on both sides of the transaction.

Product

FocusKard offers a complete payment solution with world-class service at competitive rates. The ~~Company's~~Company’s expertise in risk management, authentication, and fraud detection has enabled us to develop a product backed with technological protections such as redundant data centers, while giving customers the security of a PIN and a zero-liability policy.

With superior customer and merchant support services available twenty-four hours a day, seven days a week, the FocusKard is available in various languages and currencies. Instant customer access to a real-time paperless transaction statement is always available. ~~FocusKard's~~

FocusKard’s revolutionary payment methods are available as a customized white-label solution to allow gift-card branding and other merchant applications, thus providing a complete turnkey product for this type of application.

The Strategy

The FocusKard platform is headlined by our e-wallet solution. This product allows for instant internet transfers of funds between customer and merchant and vice versa. The product is seamless and secure. Each user account has a loadable credit card linked to their account enabling access to funds through any point of sale (POS) or automatic teller machine (ATM) worldwide.

The programs currently underway for the ~~"FocusKard"~~“FocusKard” suite of products involve the introduction of a payroll card and a direct-debit card. The FocusKard payroll card offers employers and employees a check-free, easily distributed, instant-access method to deal with the administration of wages and employee compensation. The FocusKard direct-debit card is a consumer-loaded prepaid card for equivalent-to-cash transactions with statement benefits, and is ideal for online transactions, corporate expense cards, PIN-protected travel currency, and gift cards.

This is only the beginning of the new vision of the FocusKard products - - comprehensive direct-banking and payment-card solutions tailored to the requirements of ~~today's~~today’s businesses. The goal is to continually develop innovative electronic payment products that serve a broad range of markets and are delivered on a stored-value platform technology.

Arden Trading Company Ltd.

On or about February 28, 2007, we acquired a fifty percent (50%) equity interest in Arden Trading Company Ltd. of China through our partnership with the Ko Ho Group.

Corporate Profile

Arden Trading Company Ltd specializes in the operation of customer loyalty program redemption. The Company has been in business for two years and has been profitable since its inception. Arden provides services to China Construction Bank for the Province of Guangdong, processing bonus point redemptions for the bank. Arden will expand these services into Shanghai and ~~Beijing during 2007.~~ Beijing.

Arden's services also include gift sourcing, catalogue production, logistics, and call center customer support. It provides long-term outsourcing services to businesses in its areas of expertise. The ~~Company's~~Company’s clientele 15 include telecommunication operators, such as China Telecommunications; insurance companies; and commercial banks, such as China Construction Bank.

The Product and The Market

The Province of Guangdong, which is situated in the southern part of China mainland, covers an area of over 180,000 square kilometers (69,502 square miles) and has a permanent population of approximately 74,730,000. Guangzhou city is the main economic, communication, and cultural center of Guangdong with numerous railway and highway networks and a labyrinth of waterways.

Arden provides bonus point fulfillment services to the China Construction Bank for the Province of Guangdong. Customers are given an opportunity to redeem their points for gifts offered in ~~Arden's~~Arden’s catalogue. Arden is responsible for bonus points management services, receiving orders, acquiring products to ~~fullfill~~fulfill the orders, and shipping the product to the ~~Bank's~~Bank’s customers.

Using ~~Arden's~~Arden’s services allows the Bank to offer an incentive program to its customers, while the ~~Bank's~~Bank’s customers benefit by receiving valuable gift items.

The Opportunity

The present economic boom in China provides a growing market for all types of products and services. Arden plans to expand its geographical coverage area, in addition to taking advantage of ~~China's~~China’s growing markets.

Product and Company Advantages

Arden has already developed a customer base in of several hundred thousand consumers. The Company has positioned itself to expand its present contract with China Construction Bank into all branches in the Provinces of Guangdong, Shanghai, and Beijing.

The management team has years of experience in operating and managing call center, logistics, telemarketing, and customer relations services

The Strategy

Arden charges a service fee to the China Construction Bank to manage and fulfill the ~~Bank's~~Bank’s bonus points incentive program. Further income is provided by markup on the wholesale value of gift items provided by Arden. As the ~~Company's~~Company’s customer base expands, bulk purchasing of gift items will reduce the wholesale price charged to Arden, thus increasing the markup income per item as well as the increasing in the number of fulfillment transactions.

Arden plans to develop an online catalogue of its gift items. The ecommerce version of the gift catalogue provides additional cost-cutting and income-generating opportunities for the Company. Catalogue printing costs will be reduced as more users take advantage of the continually-updated online catalogue, ordering procedures will become more automated, and additional revenue can be generated through the sale of advertising space on the web site. ~~Oxford's~~

Oxford’s partnership with Arden will allow Oxford to enter into the loyalty and electronic payment market in China through ~~Arden's~~Arden’s present and projected customer base, thus ensuring the successful introduction of the FocusKard suite of payment solutions into the huge Chinese consumer card market.

Hongxin Insurance Agency

On or about March 14, 2007, we acquired a fifty percent (50%) equity interest in Hongxin Insurance Agency of China through our partnership with the Ko Ho Group. 16

Corporate Profile

Hongxin is an insurance agency selling insurance policies and financial instruments for most major insurance companies in China since 2004. It is under license issued by China Insurance Supervisory Committee to provide corporate and individual insurance products, risk management, and consultation services. The managing director of Hongxin, Mr. Ming-Wei Ye, as a FLMI of Loma (USA) has more than 20 years of experience in professional management of banking, insurance, and investment services.

The Product and The Market

Like Arden Trading Company Ltd., Hongxin serves the large market of the Province of Guangdong in China. ~~China's~~China’s economic prosperity is resulting in an increase in disposable income for an increasing segment of the population. ~~Hongxin's~~Hongxin’s product offerings serve this increase in wealth by protecting the value of property, through insurance; and by providing opportunities for investment, such as mutual funds and other financial instruments.

The Opportunity

Hongxin has developed partnerships that provide the Company with a huge customer base to which the Company can market its products and services. The growing Chinese market welcomes access to the types of products and services provided by Hongxin.

Product and Company Advantages

In addition to established relationships with some major enterprises, Hongxin has established partnership relationships with some major banks in China to provide insurance to their cardholders. Currently Hongxin is the designated sole insurance agent for the cardholders of China Construction Bank (Guangdong Branch)~~'s "Automotive Card"~~’s “Automotive Card”. The ~~"Automotive Card"~~“Automotive Card” is a roadside assistance and automotive services program, and it offers a discount on automotive insurance purchased through Hongxin.

Hongxin also has an agreement with the largest mail-ordering company in China, which has more than 4 million clients, allowing Hongxin to market its products and services to those clients.

Hongxin has had the foresight to become licensed in Thailand, and can work within the regulated insurance business in that country.

The Strategy

Hongxin is setting up more branch offices, as well as a customer call center, and telemarketing services division. These offices and divisions will allow Hongxin to more aggressively promote its products to potential customers.

Those potential customers will initially be acquired through ~~Hongxin's~~Hongxin’s present business agreements. Hongxin will approach the China Construction ~~Bank's "Automotive Card"~~Bank’s “Automotive Card” members, and the 4 million clients of the largest mail-ordering company in China with offers for property insurance and other financial products, in addition to automotive insurance.

These financial products include the FocusKard suite of payment solutions, which will thus be exposed to the huge market accessed by Hongxin.

Hongxin has further plans to build loyalty ~~"gift"~~“gift” programs with insurance companies and financial services companies, providing customers with a further incentive to purchase ~~Hongxin's~~Hongxin’s products, and providing additional revenues to Hongxin through markup on gift items. 17

Foshan Foshantong Information Technology Co., Ltd.

On or about April 7, 2007, we acquired a fifty percent ~~(35%~~(50%) equity interest in Foshan Foshantong Information Technology Co., Ltd. through our partnership with the Ko Ho Group.

Corporate Profile

Foshantong is a local government initiative to build the municipality as an electronic payment model in the Pearl River Delta region and is the only prepaid card authorized by the government to be issued by a non-bank entity in the Foshan urban region. Citizens are encouraged to use this card for small payment transactions. Foshantong is an electronic payment smart card program used for public transportation and small payment transactions in the municipality and is an accepted form of payments for many designated merchants in the Foshan urban region.

The Product and the Market

The electronic purse of the card can be built into many sub-brands smart cards, such as student card, worker card, resident card, library card, or transportation card and is expected to evolve into an all around use card similar to the "Octopus" card used for the complete Hong Kong transportation system and all general shopping transactions.

Product and Strategy

Wanzhi is now converting 300,000 existing card accounts to the Foshantong Card program. The portfolio includes the existing Foshan Education One Card, Smart Cards issued to the staff of Chigo Air-Conditioning Manufacturing Co., Watson's loyalty cards, library membership cards and Foshan residential district cards. Wanzhi shall provide 500 P.O.S. (point of sale) card-processing units for use by Foshantong at merchant locations in addition to the existing 500 units now placed with merchants. A bonus point based loyalty card program and a gift card program are also being planned.

These programs may be named to Oxford's choice of a brand name. Revenues are generated from initial card fees, the merchant transaction fees and interest earned on the float (prepaid deposit). At the moment, a refundable deposit of RMB 30 is charged for the card in addition to the initial deposit of funds. The Company plans to abolish the deposit and replace it with a one-time non-refundable fee of RMB 15, but in return cardholders will be given goods and services in excess of such value.

The Company was no longer involved in the programs of Foshantong as a result of the Company’s termination of its investment therein, effective April 2, 2010. The termination was mutually agreed upon by both parties. As a result of the termination, the Company received $200,000 as a recovery of the marketing expenses that the Company had spent in connection with this investment.

Celebrity Tan, Inc. - ------------------- Celebrity Tan, our wholly-owned subsidiary, entered the UV-free tanning market in 2003, marketing a line of instant mist tanning booths and supplies. The Company has developed a national network of sales agents to promote Celebrity Tan booths to salons, health spas, fitness centers, and hotels across Canada and in other countries, including Europe and the United States.

In addition to booth sales to salon owners internationally, the first year of operation saw the set up of the Company's Ontario showroom and training facility and other showrooms introduced during 2004. Through its experience in marketing the Celebrity Tan booth product, and through research into competing products, Celebrity Tan has developed significant product improvements, which has led2008, the Company ~~to recently expand its operations to include the manufacturing and development of the Celebrity Tan UV-free mist tanning booth. We intend to discontinue~~discontinued the operations of Celebrity Tan and ~~sell the business as we focus our~~has focused its operations on the direct-banking and payment-card solutions business concentrating around our ~~"FocusKard"~~“FocusKard” suite of products. The Product and Market - ---------------------- Many people enjoy the healthy look of a beautiful golden brown tan. In the past there has been a market for year-round tanning within salons. However, with increased awareness of the potential of UV light to damage skin, some 18 people have begun to avoid conventional tanning methods. There is also a segment of the population who has skin types that resist tanning using these conventional methods. Sunless tanning creams have been developed to serve this market, but they are difficult to apply evenly, and require the assistance of another person for hard-to-reach areas of the body. UV-free spray tanning using instant-tan booths is the latest solution for this problem. Recent media exposure has increased the awareness and demand for this service, and tanning studios are increasingly considering providing UV-free tanning to their clients. Moving into the areas of product development and manufacturing gives the Company the ability to improve upon the existing tanning booths in the market. By ensuring that end users have a satisfying result, the Company can ensure growth in this market, and develop a brand with a reputation for quality results. Being a relatively new cosmetic tanning service, the target market is not yet fully aware of the availability and benefits of spray tanning. As market awareness increases, we believe the demand for this service will also increase. By developing and providing a superior product that addresses the needs of salons and their customers, Celebrity Tan has gained a distinct advantage over its competitors. Through continuing quality improvements and joint venture arrangements, the Company hopes to make its booths the choice of both salon owners and instant tanners alike. The Company's new manufacturing division allows the Company to benefit from the increased control over quality, production, and delivery times, while gaining from production cost savings and tax advantages. Product and Company Advantages - ------------------------------ By participating in this early stage of the UV free spray tanning market, both the Company and its customers expect to benefit from the growth in the industry. The Celebrity Tan mist tanning booth is designed to offer an upscale atmosphere, and has many features for spray consistency and personalization, customer comfort and safety, and ease of maintenance. The booth makes efficient use of the instant tanning product and can be installed in a small space. The Celebrity Tan booth is more user friendly, and easier to troubleshoot and maintain than any other booth on the market. The Strategy - ------------ In addition to promoting the Celebrity Tan instant tanning booths through its sales representatives across Canada and in other countries, the Company expects to embark on a direct sales campaign to about 30,000 existing spa, esthetics, and fitness facilities in the upcoming year. Celebrity Tan has begun an international magazine advertising campaign in order to further promote brand recognition. The opening of Celebrity Tan 's manufacturing division will enable the Company to provide superior quality control while allowing for the development of improvements over existing booths in this market. The Company will be better able to manage delivery times, and will have the ability to ship the booth as components that will maximize the efficiency of assembly, while allowing the Company to coordinate set-up and training personnel with delivery times. The cost reductions and tax benefits achieved by manufacturing the Celebrity Tan booth will give the Company opportunities to provide booth purchasers with more financing options. By increasing affordability to salons, we will further promote sales and corporate branding. Producing a product that is recognized for its quality will allow Celebrity Tan more opportunities in promoting the sales to independent-run operations. With the knowledge gained through previous experience with customers within the salon market, the Company has the ability to provide training for future customers and assist with site development using premium store design techniques developed specifically for the Celebrity Tan brand. Additional income potential may be tapped through sales of the tanning product to salons, and through the launch of the "Celebrity Tan " bottled lotion for the retail market, for use when a full-body tan is not required. The Company expects to sell this retail product at existing booth locations, and through the Company 's existing Internet infrastructure. 19 As this industry moves forward we anticipate both salon owners and the general public will recognize Celebrity Tan as the sunless tanning system of choice. The Company's goal is to secure its position as Number 1 in the industry by providing the "perfect tan ". Customers The Company maintains long-term relationships with its Celebrity Tan customers, many of whom are seeking significant market shares in their respective locations. The Company premises its marketing strategy on its ability to offer customers a package of services, including product planning and design tailored to the customers' needs, high-tech quality manufacturing, distribution and logistics setup and marketing strategies. Celebrity Tan has a strong in-house manufacturing team. The Company's on-staff equipment designer has a 23-year background in the use of air-driven spraying equipment, and has drawn upon this extensive expertise to develop what the Company believes is a distinctly superior product to others in the market. The Company's design specialists remain constantly apprised of technological innovations in UV-free spray booth equipment. The Company's presence in both the United States and its planned presence in Europe also enable its design personnel to offer significant sales and marketing advice in both markets. Although Celebrity Tan's products are sold under its own label and brand, it collaborates closely with its customers to manufacture and develop products. The design team prepares presentations for customers and with the customer's participation, develops and installs tanning booths that are relevant to the customer's specific needs. Celebrity Tan believes that the comprehensive nature of the services it offers is a major factor in the strength of its relationship with its customers.

International E Gaming Developers, Inc.

International E Gaming Developers, Inc. ~~- --------------------------------------- International E Gaming Developers, Inc. ("Egaming"~~(“Egaming”), is our wholly-owned subsidiary through which we operated our gaming business. In April 2001, we acquired the assets of Suchow Holdings Ltd., a Bahamian-based company that provided back-end administrative software solutions for e-commerce driven websites. In 2003, we did not renew our online gaming license since the Company decided to no longer operate an online casino. Due to ~~recent~~ changes in United States law with respect to Internet gaming, we are no longer involved in Internet gaming activities.

Ontario Private Water Labeling Ltd. ~~- ----------------------------------- Ontario Private Water Labeling Ltd. ("OPWLL"), our wholly-owned subsidiary, specializes in bottled water distribution and sales.~~

We have discontinued operations of ~~OPWLL~~Ontario Private Water Labeling Ltd. as we focus our operations on the direct-banking and payment-card solutions business concentrating around our ~~"FocusKard"~~“FocusKard” suite of products.

Competition

The markets for the financial and stored-value card products and services offered by us are intensely competitive. We compete with a variety of companies in various segments of the financial service industry and its competitors vary in size, scope and breadth of products and services they offer. Certain segments of the financial services industry tend to be highly fragmented, with numerous companies competing for market share. Highly fragmented segments currently include financial account processing, customer relationship management solutions, electronic funds transfer and card solutions. We face a number of competitors in the debit card and payment market. We also face substantial competition for the wholesale distribution of stored-value cards.

Joint Venture with ~~Serenity Investments Holdings~~Concept Payments Corp. ~~- ------------------------------------------------------~~

On July 19, 2007 the Company entered into a joint venture partnership with Concept Payments Corp whereby the Company obtained a fifty percent (50%) ownership interest in Serenity Investments Holdings Corp., a British Virgin Islands corporation, to obtain a Payment Processing Engine and an E-Wallet Platform that will provide the technology for the backbone to the ~~Company's~~Company’s FocusKard suite of payment solutions. 20

C. Organizational Structure OXFORD INVESTMENTS HOLDINGS INC -------------------- | | ------------------------------------------------------------ | | | | | | | | - ---------------------- -------------- -------------- -------------- INTERNATIONAL EGAMING CELEBRITY TAN, ONTARIO PRIVATE KO HO DEVELOPERS, INC. (100%) INC. (100%) WATER LABELLING, GROUP LTD. 100%) (50%) - ---------------------- -------------- -------------- -------------- | | ------------------------------------------------------------ | | | | | | - ---------------------- -------------- ------------------------------- ARDEN TRADING COMPANY HONGXIN INSURANCE FOSHAN FOSHANTONG INFORMATION LTD. (50%) AGENCY (50%) TECHNOLOGY CO. LTD. (35%) - ---------------------- -------------- -------------------------------

D. Property, Plants and Equipment

Our registered office and principal executive offices are located in the City of Toronto, in the Province of Ontario, Canada, at 1315 Lawrence Avenue East, Suite 520, Toronto, Canada M3A 3R3. The initial term of the lease iswas three ~~years beginning~~years. It began on December 1, 2003, with rent of $3,500 per ~~month.~~ month and automatically renews for additional one-year terms.

Item 4A. Unresolved Staff Comments

Not Applicable.

Item 5. Operating and Financial Review and Prospects

A. Operating Results

You should read the following discussion in conjunction with our consolidated financial statements and the accompanying notes appearing elsewhere in this annual report.

Overview

We were incorporated with the objective of capitalizing on the growth of Internet gaming and entertainment - e-gaming. However, as a result of persistent uncertainty in Internet gaming laws in various jurisdictions worldwide, particularly in the United States, we felt that it was beneficial for us to closely review our strategic planning as we move forward. As a result, we did not renew our e-gaming license and in May 2003, we initiated two business ventures to further diversify the Company's interests in the lifestyles consumables market. The first initiative is the distribution of a private line of UV-free tanning products and booths and the second initiative is the distribution of private labeled bottled spring ~~water.~~ water. Due to recent changes in United States law with respect to Internet gaming, we are no longer involved in Internet gaming activities. The Company has discontinued the business operations of Internet Gaming and private labeled bottled spring water and has focused its core operations on the direct banking and stored card value market. It has entered into the direct-banking and payment-card solutions business by concentrating its business around its ~~"FocusKard"~~“FocusKard” suite of products. 21

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. Our functional currency is the Canadian dollar. Our financial statements are reported in United States dollars.

Sources of Revenue

For ~~2007,~~2009, we had ~~minimal~~$0.00 in product revenue as our business model has shifted to direct-banking and payment-card solutions and away from the UV free Tanning Booths and related supplies, bottled water and bottled water private labeling, software sub-license fees and web site customization fees. ~~Our~~We did, however, have revenue in services ~~revenue includes amounts derived from consulting fees.~~ totaling $3,957.

Revenue Recognition

For product sales, the Company generally recognizes revenue at the time of delivery of goods. Sales are reflected net of discounts and returns. For services, revenue is recognized as services are provided. Revenue from operations, advertising and royalties are recognized as earned. Our licensing agreements contain multiple fee elements such as web customization, web hosting, licensing and marketing fees. Fees are allocated to the various components based on objective evidence of fair value, which includes the price charged as if the element was sold separately. We recognize revenue when there is persuasive evidence of an arrangement, such as a licensing agreement, when delivery has occurred, when there is a fixed or determinable fee and when collectibility is probable.&# 160; When the fee is not fixed or determinable or when collectibility is not assured, the revenue is recognized when received. As amounts are collected, the appropriate revenue is recognized and deferred revenue is recorded for the annual amortizable portion as described below.

Current Sources Ofof Revenue UV-Free Tanning Booths and Related Products We manufacture and sell UV-Free Tanning Booths and related supplies to our customers. Revenue on such sales are recognized when the product is delivered and installed at a customer's location. Revenue

Service Fees

Our service fees were derived from the sale of related products is recognized upon the sale and delivery of such products. Spring Water We provide private labeling and sell spring water. Revenue is recognized upon the sale and delivery of the water to a customer. License Fees Our sub-licensees pay us up-front software licensing fees for the purchase of a web site. Licensing fees for e-gaming web sites are deferred and recognized throughout the first year of a sub-licensee's operation. A. credit card processing charges.

Operating Results

The following is ~~management's~~management’s discussion and analysis of ~~the~~ our financial condition and results of its operations for the fiscal years ended December 31, ~~2003, 2004,~~ 2005, 2006, 2007, 2008 and ~~2007.~~2009. Because we are an emerging company and we have recently diversified our business operations, the comparisons between our financial statements may not be meaningful and may not necessarily be indicative of our future results of operation.

Fiscal Year Ended December 31, ~~2007 - -----------------------------------~~ 2009

Revenues ~~-------- 22~~

For the fiscal year ended December 31, ~~2007,~~2009, we reported a net loss of ~~$3,096,225~~($406,077) or ~~$0.09~~($0.01) per share. ~~Revenues~~Revenue from operations amounted to ~~$6,132~~$3,957.00 as we shifted our focus away from our tanning booth business toward the stored value and reloadable pre-paid card market and credit card processing. .

Our revenue increased to $3,957.00 from $0.00 for the comparable period from the prior year, 2008. The increase in revenue was a result of the increase in credit card processing fees.

Cost of Revenues

Cost of revenues amounted to $0.00 from $0.00—no change from the comparable period from the prior year. The Company continues to reposition itself, shifting from its previous markets to the stored value card and credit card processing markets; as a result, cost of revenue was $0.00 for 2009.

Selling, General and Administrative Expense

Selling, general and administrative expense (“SG&A”) amounted to$374,696 from $559,261, a decrease of $184,565 or 33%, and consisted principally of advertising and marketing costs ($~~4886~~80,856), consulting fees ($135,608), commissions and subcontracts ($52,980), professional fees (comprised of accounting, audit and legal) ($49,943), rent ($39,936) and other administrative and communication expenses ($15,373).

The decrease in SG&A expenses was due primarily to decreased costs in advertising, marketing and consulting due to the discontinuance of our e-gaming, UV-free tanning and the spring water branding businesses.

Financial Condition, Liquidity and Capital Resources

At December 31, 2009, the Company had total assets of $31,601 consisting of cash and cash equivalents ($22,286), prepaid expenses and deposits ($5,381), property and equipment ($3,605) and assets of discontinued operations ($329).

Operations used $310,349 for the fiscal year ended December 31, 2009. Funds used in operations primarily relate to costs in advertising, marketing, consulting and professional fees due to the shift in our business plan away from e-gaming, the UV-free tanning and the spring water branding business, to the stored value card and credit card processing business and our expansion into new markets. In addition, there were increased commissions and subcontracts costs.

Investing activities used $662 for the fiscal year ended December 31, 2009.

Financing activities provided $349,685 for the fiscal year ended December 31, 2009. Funds provided by financing activities were from the sale of 31,109,574 shares of the Company’s common stock for a ~~commission fee~~total of $297,902, and ~~$1246 for product sales).~~ via bank loans and the issuance of debt. The Company used $0.00 to repay loans made to the Company from related parties. The Company received $41,700 in loans from related parties.

We had no long-term debt at December 31, 2009.

Fiscal Year Ended December 31, 2008

Revenues

For the fiscal year ended December 31, 2008, we reported a net loss of ($593,186) or ($0.01) per share. Revenue from operations amounted to $0.00 as we discontinued our tanning booth business and shifted our focus to the stored value and reloadable pre-paid card market, with the development of our new “FocusKard” product.

Our revenue decreased by ~~97%~~100% over the comparable period from the prior year. The decrease in revenue was a result of the discontinuation of our e-gaming ~~business, private water branding~~activities and the tanning-booth business and the development of our ~~UV-free tanning booth business.~~new “FocusKard” product. Due to recent changes in United States law with respect to Internet gaming, the Company has discontinued its e-gaming business and does not expect to receive continued revenues from this source in the next fiscal year. There continues to be a dramatic slow-down in the UV-Free tanning business and therefore there was also a dramatic decrease of sales in UV-free tanning booths and related ~~products.~~ products, therefore, the Company discontinued this business in 2008.

Cost of Revenues ~~----------------~~

Cost of revenues amounted to $0.00 from $(25,745), an increase of $25,745 or 100% from the comparable period from the prior year. The Company is in the process of repositioning itself, shifting from its previous markets to the stored value card market; as a result, revenue and cost of revenue was $0.00 for 2008.

Selling, General and Administrative Expense

Selling, general and administrative expense (“SG&A”) amounted to $559,261 from $3,038,977, a decrease of $2,479,716.00 or 81.6%, and consisted principally of advertising and marketing costs ($94,051), consulting fees ($171,653), general and office costs ($185,859), professional fees (comprised of accounting, audit and legal) ($52,052), rent ($40,022), depreciation costs ($1,104) other administrative and communication expenses ($14,520).

Financial Condition, Liquidity and Capital Resources

At December 31, 2008, the Company had total current assets of $4,399 consisting of prepaid expenses.

Operations used $287,799 for the fiscal year ended December 31, 2008. Funds used in operations primarily relate to the increased cost in stock-based compensation, advertising, marketing and consulting due to the shift in our business plan away from e-gaming, the UV-free tanning and the spring water branding business, to the stored value card business and our expansion into new markets. In addition, we had increased advertising and marketing costs relating to our stored value card business, and increased general and office costs.

Investing activities used $863 for the fiscal year ended December 31, 2008.

Financing activities provided $291,737 for the fiscal year ended December 31, 2008. Funds provided by financing activities were from the sale of 7,000,000 shares of the Company’s common stock. The Company used $0.00 to repay loans made to the Company from related parties. The Company received $30,424 in loans from related parties.

We had no long-term debt at December 31, 2008.

Fiscal Year Ended December 31, 2007

Revenues

For the fiscal year ended December 31, 2007, we reported a net loss of $3,096,225 or $0.09 per share. Revenues amounted to $4,886.

Our revenue decreased by 93% over the comparable period from the prior year. The decrease in revenue was a result of the discontinuation of e-gaming activities. Due to recent changes in United States law with respect to Internet gaming, the Company has discontinued its e-gaming business and does not expect to receive continued revenues from this source in the next fiscal year. There continues to be a dramatic slow-down in the UV-Free tanning business and therefore there was also a dramatic decrease of sales in UV-free tanning booths and related products.

Cost of Revenues

Cost of revenues amounted to ($~~15,732)~~25,745) from ~~$111,016~~$231,462 a decrease of ~~$126,748~~$257,207 or ~~115%~~111% from the comparable period from the prior year and consisted of a recovery of ($25,745) from licensing fees relating to discontinued e-gaming ~~activities and product costs~~activities. Costs of revenue were $10,013 ~~associated with~~for discontinued operations due to the slowdown in the manufacturing and distribution of our UV-free tanning booths and material, e-gaming royalties and services, and gaming license expenses.

Selling, General and Administrative Expense ~~-------------------------------------------~~

Selling, general and administrative expense ("(“SG~~&A"~~&A”) amounted to ~~$3,062,428~~$3,038,977 from ~~$1,001,405,~~$692,994, an increase of ~~$2,061,023~~$2,345,983 or ~~206%~~339% and consisted principally of advertising and marketing ($~~1,333,769)~~1,333,673), commissions and subcontracts ($194,933),professional fees (comprised of accounting, audit and legal) ($~~86,184)~~84,509), consulting fees ($1,279,368), rent ($~~48,410)~~35,607) other administrative and communication expenses ($~~119,764)~~110,887).

The increase in SG&A expenses was due primarily to increased cost in advertising, marketing and consulting due to the shift in our business plan away from e-gaming, the UV-free tanning and the spring water branding business, to the stored value card business and our partnerships in China. SG&A also increased because of increased consulting costs in connection with our stored value card business, business development, promotion and marketing.

Financial Condition, Liquidity and Capital Resources ~~----------------------------------------------------~~

At December 31, 2007, the Company had total current assets of ~~$9,434 consisting of prepaid expenses.~~ $0.00.

Operations used $934,431 for the fiscal year ended December 31, 2007. Funds used in operations primarily relate to the increased cost in stock-based compensation, advertising, marketing and consulting due to the shift in our business plan away from e-gaming, the UV-free tanning and the spring water branding business, to the stored value card business and our expansion into new markets. In addition, we had increased advertising and marketing costs relating to our stored value card ~~business.~~ business

Investing activities used $0.00 for the fiscal year ended December 31, 2007.

Financing activities provided $1,001,012 for the fiscal year ended December 31, 2007. Funds provided by financing activities were from the sale of 8,350,628 shares of common stock. The Company used $35,368 to repay loans made to the Company from related parties. The Company received $48,444 from related parties.

We had no long-term debt at December 31, 2007.

Fiscal Year Ended December 31, 2006 ~~- -----------------------------------~~

Revenues ~~--------~~

For the fiscal year ended December 31, 2006, we reported a net loss of $961,889 or $0.04 per share. Revenues amounted to $185,299 of which $28,620 was from the sale of UV-Free Tanning Booths and related supplies, $0.00 was from the 23 sale of spring water and $156,679 was from licensing and royalties from e-gaming activities.

Our revenue increased by 13% over the comparable period from the prior year. The increase in revenue was a result of greater than expected licensing fees for software from e-gaming activities. Due to recent changes in United States law with respect to Internet gaming, the Company has discontinued its e-gaming business and does not expect to receive continued revenues from this source in the next fiscal year. There continues to be a dramatic slow-down in the UV-Free tanning business and therefore a decrease of sales in UV-free tanning booths and related products. Our licensing fees increased by 100% over the comparable period from the prior year and accounted for 36% of our revenue. The sales from tanning booths and related products ~~accounted~~acco unted for 15% of our revenue, a decrease of 49% from the prior year and e-gaming royalties accounted for 49% of revenue, a decrease of 16% over the prior year.

Cost of Revenues ~~----------------~~

Cost of revenues amounted to ~~$111,016~~$231,462 from $141,423 ~~a decrease~~an increase of ~~$30,407~~$90,039 or ~~22%~~64% from the comparable period from the prior year and consisted principally of lower costs associated with the slowdown in the manufacturing and distribution of our UV-free tanning booths and material, ~~($1,043),~~ e-gaming royalties and services, ~~($17,641),~~ and gaming license ~~expenses ($92,332).~~ expenses.

Selling, General and Administrative Expense ~~-------------------------------------------~~

Selling, general and administrative expense ("(“SG~~&A"~~&A”) amounted to ~~$1,001,405~~$692,994 from $473,495, an increase of ~~$527,910~~$219,499 or ~~111%~~46% and consisted principally of stock-based compensation ($507,662), advertising and marketing ($~~101,601), professional fees (comprised of accounting, audit and legal) ($69,311)~~3,607), consulting fees ($~~211,417)~~155,860), ~~rent ($53,230)~~and other administrative and communication expenses ($~~58,184)~~25,865).

The increase in SG&A expenses was due primarily to increased cost in stock-based compensation, advertising, marketing and consulting due to the shift in our business plan away from e-gaming, the UV-free tanning and the spring water branding business, to the stored value card business. SG&A also increased because of increased costs relating to private placement of our common shares to raise money to fund our stored value card business, business development, promotion and marketing.

Financial Condition, Liquidity and Capital Resources ~~----------------------------------------------------~~

At December 31, 2006, the Company had total current assets of $90,855 consisting of cash and cash equivalents of $37,969, inventory of $12,872, receivables of $7,451 and prepaid expenses of $32,563.

Operations used $470,387 for the fiscal year ended December 31, 2006. Funds used in operations primarily relate to the increased cost in stock-based compensation, advertising, marketing and consulting due to the shift in our business plan away from e-gaming, the UV-free tanning and the spring water branding business, to the stored value card business and our expansion into new markets. In addition, we had increased operational costs relating to the private placement of our common shares to raise money to fund our stored value card business

Investing activities used $0.00 for the fiscal year ended December 31, 2006.

Financing activities provided $513,041 for the fiscal year ended December 31, 2006. Funds provided by financing activities were from the sale of 3,374,832 shares of common stock. The Company used $23,335 to repay loans made to the Company from related parties.

We had no long-term debt at December 31, 2006.

Fiscal Year Ended December 31, 2005 ~~- -----------------------------------~~

Revenues ~~-------- 24~~

For the fiscal year ended December 31, 2005, we reported a net loss of $471,308 or $0.02 per share. Revenues amounted to $163,889 of which $56,248 was from the sale of UV-Free Tanning Booths and related supplies, $0.00 was from the sale of spring water and $107,641 was from royalties from e-gaming activities.

Our revenue decreased by 76% over the comparable period from the prior year. The decrease in revenue was due to a dramatic slow-down in the UV-Free tanning business and therefore a decrease of sales in UV-free tanning booths and related products. The decrease also was a result of slower than expected royalties on e-gaming activities. Sales from tanning booths and related products accounted for 34% of our revenue, a decrease of 81% from the prior year and e-gaming royalties accounted for 66% of revenue, an decrease of 73% over the prior year.

Cost of Revenues ~~----------------~~

Cost of revenues amounted to $141,423 from $350,251 an decrease of $208,828 or 60% from the comparable period from the prior year and consisted principally of costs associated with the manufacturing and distribution of our UV-free tanning booths and material ($74,138), casino operations ($26,644), bottled spring water ($0.00) and gaming license expenses ($40,641).

Selling, General and Administrative Expense ~~-------------------------------------------~~

Selling, general and administrative expense ("(“SG~~&A"~~&A”) amounted to $473,495 from $482,211, a decrease of $8,716 or 2% and consisted principally of payroll ($45,713), advertising and marketing ($8,146), professional fees (comprised of accounting, audit and legal) ($58,227), consulting fees ($171,147), bad debts ($82,600), rent ($50,968) other administrative and communication expenses ($56,694).

SG&A expenses were due to our continuing investment into the UV-free tanning and the spring water branding business, increased corporate activity, business development, promotion and marketing. SG&A increased because of our increased marketing and manufacturing costs relating to the UV-free tanning business.

Financial Condition, Liquidity and Capital Resources ~~----------------------------------------------------~~

At December 31, 2005, the Company had total current assets of $58,290 consisting of cash and cash equivalents of $0.00, inventory of $17,154, receivables of $32,587 and prepaid expenses of $8,549.

Operations used $45,054 for the fiscal year ended December 31, 2005. Funds used in operations primarily relate to the ~~Company's~~Company’s manufacturing of UV-Free Tanning Booths and expansion into new markets.

Investing activities used $0 for the fiscal year ended December 31, 2005.

Financing activities provided ~~$51,684~~$54,488 for the fiscal year ended December 31, 2005. Funds provided by financing activities were from the sale of 365,000 shares of common stock and from the advancement of a bank loan. The Company received $9,416 in loans from related parties.

We had no long-term debt at December 31, 2005. Fiscal Year Ended December 31, 2004 - ----------------------------------- Revenues -------- For the fiscal year ended December 31, 2004, we reported a net loss of $139,368 or $0.01 per share. Revenues amounted to $692,069 of which $293,628 was from the sale of UV-Free Tanning Booths and related supplies, $2,508 was from the sale of spring water and $395,933 was from royalties from e-gaming activities. 25 Our revenue increased by 57.6% over the comparable period from the prior year. The increase in revenue was mainly due to the Company's increase in sales in the UV-Free Tanning business and to a lesser extent spring water branding and sales. Sales from tanning booths and related products accounted for 42% of our revenue and spring water branding and sales accounted for 1% of revenue. Cost of Revenues ---------------- Cost of revenues amounted to $350,251 from $321,388 an increase of $28,863 or 9% from the comparable period from the prior year and consisted principally of costs associated with the manufacturing and distribution of our UV-free tanning booths and material ($134,944), casino operations ($204,559), bottled spring water ($1,200) and gaming license expenses ($9549). Selling, General and Administrative Expense ------------------------------------------- Selling, general and administrative expense ("SG&A") amounted to $482,211 from $428,687, an increase of $53,524 or 12.5% and consisted principally of payroll ($33,757), advertising and marketing ($43,958), professional fees (comprised of accounting, audit and legal) ($81,978), consulting fees ($194,769), rent ($46,128) other administrative and communication expenses ($81,621). SG&A expenses were due to our continuing investment into the UV-free tanning and the spring water branding business, increased corporate activity, business development, promotion and marketing. SG&A increased because of our increased marketing and manufacturing costs relating to the UV-free tanning business. Financial Condition,

B. Liquidity and Capital Resources ---------------------------------------------------- At December 31, 2004, the Company had total current assets of $286,095 consisting of cash and cash equivalents of $28,553, inventory of $80,941, receivables of $159,179 and prepaid expenses of $17,422. Operations used $127,307 for the fiscal year ended December 31, 2004. Funds used in operations primarily relate to the Company's manufacturing of UV-Free Tanning Booths and expansion into new markets. Investing activities used $0 for the fiscal year ended December 31, 2004. Financing activities provided $227,571 for the fiscal year ended December 31, 2004. Funds provided by financing activities were from the sale of 952,750 shares of common stock. The Company used $3,522 to repay loans made to the Company from related parties. We had no long-term debt at December 31, 2004. Fiscal Year Ended December 31, 2003 - ----------------------------------- Revenues -------- For the fiscal year ended December 31, 2003, we reported a net loss of $331,127 or $0.02 per share. Revenues amounted to $439,157 of which $58,534 was from the sale of UV-Free Tanning Booths and related supplies, $0 was from the sale of spring water, $ 96,600 was from the sale of software licenses and casino operations, $11,419 was from advertising and marketing and $272,604 was from royalties from e-gaming activities. Our revenue increased by 47% over the comparable period from the prior year. The increase in revenue was mainly due to the Company's entering into the UV-Free Tanning business and to a lesser extent spring water branding and sales. Sales from tanning booths and related products accounted for 13% of our revenue and spring water branding and sales accounted for 0% of revenue. 26 Cost of Revenues ---------------- Cost of revenues amounted to $321,388 from $70,752 an increase of $250,636 or 354% from the comparable period from the prior year and consisted principally of costs associated with the manufacturing and distribution of our UV-free tanning booths and material ($41,067), casino operations ($209,345) and gaming license expenses ($70,976). Selling, General and Administrative Expense ------------------------------------------- Selling, general and administrative expense ("SG&A") amounted to $428,687 from $641,249, a decrease of $212,562 or 33% and consisted principally of payroll ($74,854), advertising and marketing ($49,614), professional fees (comprised of accounting, audit and legal) ($73,906), consulting fees ($127,061), rent ($38,086) other administrative and communication expenses ($67,227). SG&A expenses were due to our entry into the UV-free tanning and the spring water branding business, increased corporate activity, business development, promotion and marketing. SG&A decreased significantly because decrease in consulting expenses and the professional accounting and legal expenses that was attributable to our efforts to register as a public company with the Securities & Exchange Commission. Financial Condition, Liquidity and Capital Resources ---------------------------------------------------- At December 31, 2003, the Company had total current assets of $147,517 consisting of cash and cash equivalents of $11,746, inventory of $43,977, receivables of $3,721 and prepaid expenses of $88,073. Operations provided $1,369 for the fiscal year ended December 31, 2003. Funds used in operations primarily relate to the Company's expansion into new market. Investing activities used $1,684 for the fiscal year ended December 31, 2003. Funds used in investing activities consisted of purchases of equipment and software. Financing activities provided $187,727 for the fiscal year ended December 31, 2003. Funds provided by financing activities were from the sale of 796,500 shares of common stock. The Company used $63,345 to repay loans made to the Company from related parties. We had no long-term debt at December 31, 2003. B. Liquidity and Capital Resources

We have financed our operations from the issuance of equity securities and, to a lesser extent, from non-interest bearing loans from our founder, President and Chief Executive Officer Michael Donaghy.

From January 1, ~~2007~~2009 to ~~present~~December 31, 2009, we ~~have~~ sold approximately ~~11,245,628~~31,100,000 shares of our common shares through private placements with accredited investors. The offering is being conducted pursuant to the exemption provided by ~~Rule 506 of~~ Regulation D,S, under the Securities Act of 1933. We have raised approximately ~~$1,200,687, before~~$ 297,902, net of expenses, for working capital to fund our continuing ~~operations and our joint venture acquisitions of Chinese companies.~~ operations.

As of December 31, ~~2007~~2009 we had approximately ~~$0.00~~$22,286 of cash and cash equivalents.

To provide working capital for its operations and project development, the Company will need to raise new funds. Traditionally, the Company has raised capital through the issuance of common shares. In addition, from time to time in the past, Michael Donaghy, the President of the Company, personally advanced non-interest-bearing loans to the Company for the day-to-day operations of the Company. It is contemplated that it will continue to raise capital primarily in private placements through investors. No assurance, however, can be given that the Company's future capital requirements will be obtained. The Company's access to capital is always dependent upon future financial market conditions, 27 especially those pertaining to early-stage companies. There can be no guarantee that the Company will be successful in obtaining future financing, when necessary, on economically acceptable terms.

For the year ended December 31, ~~2008,~~2010, the Company believes that it will need approximately CAD$1,000,000 of cash to cover administrative costs and approximately CAD$60,000 for payment of lease properties. The Company anticipates that it will pay for its ~~2007~~2010 administrative and operational costs from existing working capital, from current revenue streams and from private placements through investors. The Company believes it can raise sufficient working capital to complete its anticipated expenditures during the remaining portion of ~~2008,~~2010, however, no assurances can be given that the Company will be able to raise cash from additional financing efforts. If the Company is unable to obtain sufficient funds from future financing, or from current revenues, the Company may not be able to become profitable.

C. Research and development, patents and licenses, etc.

We are not involved in any research and development and have no registered patents or licenses. In the fiscal years 2009, 2008, 2007, 2006 ~~2005, 2004~~ and ~~2003,~~2005 the Company did not have any research, development or patent expenses.

D. Trend Information

In ~~2007,~~2010, we intend to continue our tight cost control in order to achieve the highest profitability possible. See Item 5A. "Operating and Financial Review and Prospects - Results of Operation" for additional trend information.

The Internet

The Internet continues to grow at a high rate in terms of the number of users online, the total revenue being generated online and the speed at which communications can be carried. All of these factors contribute to a parallel growth in the number and value of stored value and payment card transactions globally and the market audience for our stored value card business.

According to published reports, the popularity of the Internet and the continuing increase in the on-line population has established it as one of the fastest growing communications mediums in history, reaching an estimated 50 million users worldwide within only 5 years since its establishment for business and personal use. Comparably, radio did not reach the same level of exposure for 38 years, television for 13 years and cable for 10 years. Today the Internet reaches ~~over one~~almost two billion users worldwide.

The intense increase in Internet penetration is due to several major factors, the first and foremost relating to PC penetration. Most PCs are equipped with some form of Internet access, and most homes have telephone lines or other forms of internet access. Once a PC is inside a home, the Internet is a natural part of its use. Second, technology advances in personal computers for the home and office, as well as those that help connection speed, encourage the use of the Internet. Most product developments, such as computers that offer Internet access by the touch of a button, make the Internet experience more enjoyable and, therefore, consumers are drawn to it. Lastly, the content on the Internet is ~~self-enforcing.~~self-enforcing. Advertising on the Internet directs consumers go tot o other websites, thus extending the average time that users spend on the web. North America has dominated the development of the Internet, but the greatest growth potential is outside that region.

We expect these growth trends will have a positive impact on the ~~Company's~~Company’s sales and revenues. See ~~"Forward~~“Forward Looking Information,"” below.

The Economy 28

We believe that significant opportunities exist in the economy in the stored-value credit/debit card market and credit card processing market. Specifically, we believe that our FocusKard suite of product sales will increase as our brand name becomes more entrenched in the market and as we focus on developing more partner distribution channels, particularly with our joint acquisitions in China and other Asian countries. In addition, we anticipate that our stored-card branding and affiliation purchases and activity will continue to increase as we focus on providing a wide variety of product opportunities to new customers. We expect such increases to occur primarily as a result of our marketing plan and the development of relationships with various companies ~~with~~wi th built-in distribution channels; such as trade organizations and large companies. ~~E. Off-Balance Sheet Arrangements~~

E.	Off-Balance Sheet Arrangements

The Company has no off-balance sheet ~~arrangements.~~ arrangements.

F. Tabular Disclosure of Contractual Obligations

The Company has no contractual obligations of the type required to be disclosed in this section.

G. Safe harbor (Forward Looking Information)

We are projecting increased expenses.

We are projecting increased expenses for the fiscal year ending December 31, ~~2008~~2009 as our stored-value card business grows. It is expected that these expenses will be caused primarily by: o

· Cost to start-up and operate new lines of business ~~o marketing costs o costs for software and related applications o startup, including personnel and office costs o customer acquisition costs o legal and accounting~~

·	marketing costs

·	costs for software and related applications

·	startup, including personnel and office costs

·	customer acquisition costs

·	legal and accounting costs

We are in the emerging ~~stage.~~ stage.

We have a limited operating history since our operations began in November 2000. Consistent with other early-stage companies, expenditures are heavily weighted in favor of our company branding, marketing, customer acquisition and partnering affiliations. We realize that these expenditures are necessary in order to compete for customers more effectively and to develop a profitable company capable of surviving and prospering well into the future.

We expect to continue developing our stored-value credit/debit card line of business through expanding our customer base and improving functionalities based on customer needs, requests and requirements. In the event that we target other appropriate acquisition or licensing candidates, we may require additional funding to consummate such a relationship.

We do not currently have sufficient financial resources to meet the funding requirements referenced above. Accordingly, we are currently seeking funding from outside sources, including private placements of our common stock. At the date hereof, we have no firm commitments from anyone to provide additional funding.

Item 6. Directors, Senior Management and Employees

A. Directors and senior management. Set forth below are particulars respecting our directors and executive officers as of June 24, 2006, and each ~~person's~~person’s business experience: 29 ~~Name Business Address Position~~

Name	Business Address	Position
Michael Donaghy	1315 Lawrence Ave. East	Chief Executive Officer,
	Suite 520	President and Director
	Toronto, Ontario
	Canada M3A 3R3

Paul Bilewicz	c/o 1315 Lawrence Ave. East	Director
	Suite 520
	Toronto, Ontario
	Canada M3A 3R3

Michael Donaghy, ~~1315 Lawrence Ave. East Chief Executive Officer, Suite 520~~ President and Director Toronto, Ontario Canada M3A 3R3 Paul Bilewicz c/o 1315 Lawrence Ave. East Director Suite 520 Toronto, Ontario Canada M3A 3R3 Hon. Doug Lewis 77 Coldwater Street, East Director Orillia, Ontario Canada, L3V 1W6 Michael Donaghy, President.. Mr. Donaghy, age ~~48,~~50, has been our President, Chief Executive Officer and a member of our Board of Directors since inception. From February 2000 to October 2000 he served as Interim President of Zaurak Capital Corp., an e-gaming holding company. In 1999 he formed and was named President and Chief Executive Officer of CyberGaming Inc., a company engaged in the business of Internet e-gaming sub-licensing, website creation and hosting. Mr. Donaghy resigned as President and CEO of CyberGaming Inc. in September 2000, just prior to joining us. Mr. Donaghy is also President of Citywebsites.com, a website design company, since March 1995.

Paul Bilewicz, Director. Mr. Bilewicz, age ~~58,~~60, has been a member of our Board of Directors since April, 2007. From 2003 to present, he owns and operates a Resort/ Retreat, Pretty River Valley Inn located in the Blue Mountain area in central Ontario. Prior to that, from approximately 1996 to 2000 he was employed with Glaxo Canada or its parent company GlaxoWellcome Plc. He was Chief Information Officer at Glaxo Canada; he also assumed additional executive responsibility for Finance, Human Resources and Business Process Re-engineering. He was a member of the Glaxo Canada, Board of Directors. In 2000, he joined the Royal Bank of Scotland in Edinburgh as Director of Systems Application Development and Operations for Retail Banking. In 1996, he was appointed to the position of Worldwide Director of Information Technology for the parent company, GlaxoWellcome Plc and relocated to London, England. In that role he was responsible for systems and networks globally for their manufacturing, research and development and commercial operations, as well as being a member of the Executive Committee of the US subsidiary. Mr. Bilewicz received a Bachelor of Mathematics from the University of Waterloo in 1973 and also completed Executive Programs at the Darden Graduate School of Business (University of Virginia), Insead, in Fontainbleu, France and the Fuqua School of Business at Duke University in North Carolina. ~~Doug Lewis, Director.~~

The Honorable Doug Lewis, age ~~70, has been~~72, was a member of our Board of Directors ~~since~~from March, ~~2007. From September 2001 to present,~~2007 through April 2010. Mr. Lewis ~~practices corporate and commercial law, negotiating and elder law, including estate administration with a partnership he formed. Mr. Lewis served~~resigned as a ~~lawyer member~~director of the ~~Ontario Consent~~Company on April 28, 2010.

B. Compensation. Mr. Donaghy received a salary of $125,000 for the fiscal years ended December 31, 2007, December 31, 2008 and ~~Capacity Board from October 2002~~December 31, 2009 as the Company’s President and Chief Executive Officer. No other compensation was paid to ~~October 2005. From 1993 until September 2001, Mr. Lewis pursued~~our executive officers.

We do not presently pay any cash compensation to directors for serving on our board, but we do reimburse directors for out-of-pocket expenses for attending board meetings.

Executive Compensation

The following table sets forth the a ~~number~~summary of ~~business interests, utilizing his experience~~compensation earned during the Company's last three fiscal years by the Company’s directors and members of its administrative, supervisory or management bodies and its subsidiaries for services in law, accounting, business and government while serving as informal "House Counsel" for various companies. Mr. Lewis has served in a number of positions in government, including Parliamentary Secretaryall capacities to the Secretary of the Treasury Board. In 1987, he was appointed to the Cabinet by Prime Minister Brian Mulroney where he served as Minister of State-Government House Leader. From 1988 to 1990, Mr. Lewis held the positions of Government House Leadercompany and Minister of Justice and Attorney General of Canada. In 1990, he was appointed Minister of Transport and in 1991 he was appointed Solicitor General of Canada, a post he held until the Federal election of 1993. In 1984, he was appointed a Queen's Counsel by the Province of Ontario and by the Canadian Federal Government in 1992. Mr. Lewis maintained his membership in the Law Society of Upper Canada during his years as a Member of Parliament and returned to the practice of law in 2001. 30

its subsidiaries.

SUMMARY COMPENSATION TABLE

								Long Term Compensation
		Annual Compensation						Awards		Payouts

						Restricted		Securities				All
Name and	Fiscal	Cash		Other Annual		Stock		Underlying		LTIP		Other
Principal position	Year	Compensation		Compensation		Award(s)		Options (#)		Payouts		Comp.
		(US$)		(US$)

Michael Donaghy	2009	$	125,000		-		-		-		-		-
Director and
President & Chief	2008	$	125,000		-		-		400,000		-		-
Executive Officer
	2007	$	125,000		-		-		-		-		-
__________________
	2009	$	0.00		-		-		-		-		-
Paul Bilewicz
Director	2008	$	0.00		-		-		400,000		-		-

	2007	$	0.00		-		-		-		-		-
__________________
Hon. Doug Lewis	2009	$	0.00		-		-		-		-		-
Director
	2008	$	0.00		-		-		400,000		-		-

	2007	$	0.00		-		-		-		-		-

C. Board Practices. While not required, each of the ~~Company's~~Company’s directors is a resident of Canada and holds office until the ~~Company's~~Company’s annual meeting or until his successor is duly elected or appointed. Officers are appointed annually by the Board of Directors to serve at the ~~Board's~~Board’s will. The Company has no contracts with any of its Directors that provide for payments upon termination. The ~~Company does not have separate audit or compensation committees because up until 2007 there was only one member on~~Board has formed an Audit Committee. Presently, the ~~Board of Directors. However, since~~two Directors, Michael Donaghy and Paul Bilewicz, comprise this committee. Paul Bilewiczan will serve as the ~~Company has recently increased the size of the Board of Directors from zero to three, the Company intends to establish separate audit and compensation committees.~~ Audit Committee financial expert.

D. Employees. As of December 31, ~~2007,~~2009, we had a total of four (4) employees (two (2) full-time and two (2) part-time) in Toronto, Ontario. None of our employees are covered by any collective bargaining agreement. We believe that relations with our employees are good. 31

E. Share Ownership. The following table sets forth information relating to the beneficial ownership

of our common stock as of the date of this annual report by those persons who beneficially own more than 5% of our common stock and by all of our directors and executive officers as a group, as of June ~~25, 2008.~~15, 2010. As of December 31, ~~2007~~2009 there were ~~39,744,810~~85,614,384 shares of common stock outstanding. Name and Address of Position with the Number of Beneficial Owner (1) Company Shares Owned Percent - -------------------- ------- ------------ ------- Michael Donaghy (2) Director, President & 8,775,000 22.08% Chief Executive Officer Paul Bilewicz Director 60,000 * Hon. Doug Lewis Director 500,000 1.26% CEDE & Co. N/A 10,184,725 25.63% P.O. Box 222 Bowling Green Station New York, NY 10274 All Officers and 9,335,000 23.49% Directors as a Group (1 Person) (*) Owns less than one percent (1%) of the Company's common stock. (1) All officer and director addresses are c/o the Company at 1315 Lawrence Avenue East, Suite 520, Toronto, Canada M3A 3R3.

Name and Address of Beneficial Owner (1)	Position with the Company	Number of Shares Owned	Percent

Michael Donaghy (2)	Director, President & Chief Executive Officer	13,850,000	16.18%

Paul Bilewicz	Director	80,000	*

CEDE & Co. P.O. Box 222 Bowling Green Station New York, NY 10274	N/A	24,348,936	28.44%

All Officers and Directors as a Group (1 Person)		13,930,000	16.27%

(*)	Owns less than one percent (1%) of the Company’s common stock.

(1)	All officer and director addresses are c/o the Company at 1315 Lawrence Avenue East, Suite 520, Toronto, Canada M3A 3R3.

(2) Mr. Donaghy beneficially owns 5,000,000 of these shares personally and the remaining indirectly through his spouse.

Stock Option Plan ~~- -----------------~~

At the ~~Company's~~Company’s 2006 Annual Meeting, the shareholders adopted a Non-Qualified Stock Option Plan for the Company (the ~~"Stock~~“Stock Option ~~Plan"~~Plan”). A total of up to ten percent (10%) of the common shares of the Company, outstanding from time to time, are reserved for the issuance of stock options pursuant to the Stock Option Plan. Options may be issued to directors, key personnel and consultants to the Company, its subsidiaries and affiliates. The holders of options under all of the Stock Option Plan are responsible for all personal tax consequences relating to the options. The exercise prices of the options are based on the fair value of the ~~Company's~~Company’s common shares at the time of grant as determined by our board of directors. The current practice of our board of directors is to grant options with exercise prices that equal 100% of the closing price of our common shares on the applicable date of grant. There are currently ~~2,350,000~~3,550,000 options issued under the Stock Option Plan. As of December 31, ~~2007~~2009 a total of ~~1,600,000 stock options have been exercised and a total of 750,000~~1,700,000 stock options are ~~outstanding.~~ outstanding under the Stock Option Plan.

The following table sets out stock option awards received by the Named Executive Officers during the year ended December 31, ~~2007. 32~~

2009.

Option grants of Oxford Investments Holdings Inc. during 2009

Name		Securities Under Options		% of Total Option Grants in Year		Exercise Price		Market Value of Underlying Options on Date of Grant		Expiration Date
Michael Donaghy		0		0	$	NIL		NIL		N/A

The following table shows, for each Named Executive Officer, the number of common shares acquired through the exercise of options of the Company during the year ended December 31, 2009, the aggregate value realized upon exercise and the number of unexercised options under the Stock Option Plan as at December 31, 2009. The value realized upon exercise is the difference between the market value of common shares on the exercise date and the exercise price of the option. The value of unexercised in-the-money options at December 31, 2009 is the difference between the exercise price of the options and the market value of the Company's common shares on December 31, 2009, which was $0.05 per share of the Company's common stock.

Aggregate option exercises during 2009 and year end option values

Unexercised options at December 31, 2009

Value of unexercised in-the-

money options at

December 31, 2009 (C$)

Securities acquired at exercise

Aggregate value realized

($)

Name

Exerciseable

Unexerciseable

Exerciseable

Unexerciseable

Michael Donaghy

NIL

400,000

$0.00

NIL

Item 7. Major Shareholders and Related Party Transactions

A. Major shareholders. The Company is not aware of any beneficial owners of 5% or more of the ~~Company's~~Company’s common stock other than those disclosed in Item 6.E. above.

B. Related party transactions. As of June 15, 2008, the Company was indebted to its officers, directors and stockholders $268,735, for cash advances, consulting fees and expenses paid on behalf of the Company. As at December 31, 2007, 2006 and 2005, the Company was indebted to certain of its officers, directors and stockholders $268,735, $407,004, and $387,637, respectively, for cash advances, consulting services and expenses paid on behalf of the Company. These related party loans are uncollateralized, non-interest bearing and due on demand.

The Company was indebted to a director in the amount of $43,962, bearing interest at 5% per annum, due upon demand. The loan was repaid in fiscal year 2007. Interest for the year ended December 31, 2007 amounted to $33,309. The Company rentsrented commercial space in Toronto, ~~Ontario on~~Canada beginning in 2003, with a month-to-month agreement ~~from a corporation that is controlled by a director. The monthly~~for rent ~~is $3500(CDN).~~for $3,500 CDN. Rent expense for the year ended December 31, ~~2007~~2009 under this lease amounted to ~~$35,608.~~$39,936 (December 31, 2008 and 2007—$40,022 and $35,607, respectively). Rent was paid to a corporation that is controlled by a director of the Company. As ~~of May~~at December 31, ~~2008,~~2009, the Company owed the corporation ~~$21,000.00~~$42,769 (December 31, 2008—$14,368), which is included in ~~back rent. During November 2000, we~~accounts payable and accrued liabilities.

The Company paid $125,000 (December 31, 2008 and 2007—$125,000 and $125,000, respectively) consulting fees to a director. As at December 31, 2009, the Company owed the director $592,051 (December 31, 2008—$492,550), which is included in accounts payable and accrued liabilities.

The Company issued ~~to Mr. Donaghy 8,400,000~~5,000,000 shares of common stock ~~at $0.0009 per share in exchange for office equipment with~~(December 31, 2008 and 2007—1,250,000 shares and 192,226 shares, respectively) to extinguish debt due to a ~~historical cost~~director of ~~$3,472 and expenses~~the Company. These shares were valued at ~~$3,992, which represents his historical cost. 33~~ a total of $43,785 (December 31, 2008 and 2007—$46,903 and $75,753, respectively) based on the closing share price on the date of the issuance.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information. This annual report on Form 20-F contains the financial information set forth under Item 18.

B. Significant ~~Changes.~~ Changes. In May 2003, the Company entered into two initiatives to further diversify ~~it's~~it’s interests in the lifestyles consumables market. The first is the distribution of a private line of UV-free tanning booths and related products and the second is the distribution of private labeled bottled spring water. In April 2006, the Company acquired all of the assets WebStar Internet Solutions, a company that delivers revolutionary online payment solutions for companies that wish to accept payments through the Internet for entertainment, products and services. The Company has discontinued its e-gaming, UV-free tanning and private water branding businesses.

During 2006, the Company entered into the direct-banking and payment-card solutions business by concentrating its business around its ~~"FocusKard"~~“FocusKard” suite of products. On or about December 18, 2006, we entered into a joint venture arrangement with the Ko Ho Management Co. Ltd. We acquired a fifty percent (50%) equity interest in the Ko Ho Group of Hong Kong, a company wholly-owned by Mr. Benny Lee. The Ko Ho Group is an investment and management company, specializing in company mergers and acquisitions, management and marketing services in Asia Pacific with a focus in Hong Kong and China. To date through our partnership with the Ko Ho Group, we have acquired an equity interest in three Chinese companies, Arden Trading ~~Company~~Compan y Ltd., Hongxin Insurance Agency and Foshan Foshantong Information Technology Co., Ltd.

On July 19, 2007 the Company entered into a joint venture partnership with Serenity Investments Holdings Corp., a British Virgin Islands corporation, to obtain a Payment Processing Engine and an E-Wallet Platform that will provide the technology for the backbone to the ~~Company's~~Company’s FocusKard suite of payment solutions. The Company issued 1,500,000 common shares in connection with this joint venture.

On March 20, 2008, the Board of Directors agreed that the directors would accept 60,000 shares common stock of the Company, valued at $0.05 CDN a share as consideration for ~~directors'~~directors’ fees to the end of December, 2008. The directors received these shares on March 20, 2008.

On March 20, 2008, the Board of Directors agreed that each director would be granted an option to purchase 200,000 shares of the Company at the price of $0.12 CDN each for serving as a Director in the year 2007. The options expire March 2013.

Subsequent to December 31, ~~2007,~~2008, the Company issued ~~1,975,000~~4,450,000 common shares for a total consideration of ~~$102,308,~~$75,000 cash.

During the fiscal year ended December 31, 2009, the Company sold for cash 31,109,574 shares of common stock. This stock was sold for approximately $0.01 per share for a total of $297,902 cash.

Legal Proceedings

The Company is not a party to any pending or ongoing material legal proceeding nor is the company aware of any threatened or anticipated material legal proceeding against it.

Dividend Policy ~~- ---------------~~

The Company has not paid and does not plan to pay any cash dividends on its capital stock. The Company currently intends to retain any future earnings to fund growth, and therefore does not expect to pay any cash dividends in the foreseeable future.

Item 9. The Offer and Listing

Price History of Shares

The Company's common shares are listed in the United States on the National Association of Securities Dealers OTC Bulletin Board, and began trading in May 2004 under the symbol OXIHF. Even though our stock is listed on the 34 OTCBB, it is very thinly traded and trading can be sporadic and as of December 31, ~~2007,~~2009, no active established market within or outside the United States existed for our common stock.

The high and low sale prices for the common shares of the Company on the OTC Bulletin Board for each of the last six months, each fiscal quarter in each of the last two full financial years and subsequent period and each of the last five full financial years are as follows:

OTC Bulletin Board ~~(United~~

(United States Dollars) High Low 2008 June (through June 25, 2008) $0.08 $0.05 May $0.16 $0.05 April $0.12 $0.06 March $0.20 $0.10 February $0.25 $0.07 January $0.15 $0.09 First Quarter $0.25 $0.07 2007 $0.65 $0.04 December $0.40 $0.06 Fourth Quarter $0.40 $0.06 Third Quarter $0.50 $0.35 Second Quarter $0.65 $0.38 First Quarter $0.10 $0.04 2006 $1.19 $0.04 December $0.40 $0.36 Fourth Quarter $0.40 $0.28 Third Quarter $1.19 $0.27 Second Quarter $0.50 $0.13 First Quarter $0.10 $0.04 2005 $0.15 $0.01 December $0.08 $0.06 Fourth Quarter $0.08 $0.06 Third Quarter $0.08 $0.01 Second Quarter $0.15 $0.02 First Quarter $0.15 $0.06 2004 $0.55 $0.10 Fourth Quarter $0.25 $0.10 Third Quarter $0.55 $0.20 Second Quarter $0.55 $0.10

	High		Low
2010
June (through June 10)	$	0.09	$	0.03
May	$	0.10	$	0.05
April	$	0.09	$	0.04
March	$	0.07	$	0.03
February	$	0.06	$	0.04
January	$	0.05	$	0.04

2009	$	0.20	$	0.01
December	$	0.10	$	0.02
Fourth Quarter	$	0.20	$	0.02
Third Quarter	$	0.10	$	0.03
Second Quarter	$	0.04	$	0.02
First Quarter	$	0.05	$	0.01

2008	$	0.25	$	0.01
December	$	0.02	$	0.01
Fourth Quarter	$	0.10	$	0.01
Third Quarter	$	0.10	$	0.03
Second Quarter	$	0.16	$	0.05
First Quarter	$	0.25	$	0.07

2007	$	0.65	$	0.04
December	$	0.40	$	0.06
Fourth Quarter	$	0.40	$	0.06
Third Quarter	$	0.50	$	0.35
Second Quarter	$	0.65	$	0.38
First Quarter	$	0.10	$	0.04

2006	$	1.19	$	0.04
December	$	0.40	$	0.36
Fourth Quarter	$	0.40	$	0.28
Third Quarter	$	1.19	$	0.27
Second Quarter	$	0.50	$	0.13
First Quarter	$	0.10	$	0.04

2005	$	0.15	$	0.01
December	$	0.08	$	0.06
Fourth Quarter	$	0.08	$	0.06
Third Quarter	$	0.08	$	0.01
Second Quarter	$	0.15	$	0.02
First Quarter	$	0.15	$	0.06

The closing price of the Company's common shares on the OTCBB on June ~~24, 2008~~15, 2010 was ~~$0.05.~~ $0.04.

Item 10. Additional Information

A. Share Capital. 35

Not Applicable

B. Memorandum and articles of incorporation.

Incorporated by reference from the ~~Company's~~Company’s registration statement on Form 20-F filed on December 19, 2001.

C. Material contracts.

The Company has employment agreements with its President as discussed more fully below.

The Company entered into an employment agreement with Michael Donaghy dated July 1, 2001 to serve as our President and also as the general manager of our wholly-owned subsidiary International E Gaming Developers Inc. At the expiration, the Company and Mr. Donaghy signed an agreement to extend the terms of the employment agreement for an additional four (4) years until June 30, 2008. The agreement renews automatically on a year to year basis thereafter, unless terminated by the parties. Mr. Donaghy is entitled to receive an annual salary of $125,000 plus customary vacation, medical, dental and life insurance benefits and reimbursement of certain business expenses. We may terminate the employment agreement for ~~"cause"~~“cause” which includes, (i) failure by Mr. Donaghy to perform his duties in accordance with the employment agreement; (ii) Mr. ~~Donaghy's~~Donaghy’s conviction for a criminal offense involving fraud, misappropriation of monies, property or rights of the Company or an act of moral turpitude; (iii) Mr. ~~Donaghy's~~Donaghy’s willful malfeasance or willful gross misconduct; (iv) a breach of certain provisions of the employment agreement; and (v) for any reason permitted by law that would allow the Company to terminate the agreement without notice or for payment in lieu of notice.

The Company may also terminate the employment agreement prior to the end of the term by payment to Mr. Donaghy of a lump sum equal to his compensation and benefits payable under the remaining term of the agreement.

D. Exchange ~~controls.~~ controls.

The Company is an Ontario corporation. Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, royalties and other payments to non-resident holders of the Canadian securities.

There are no limitations under the laws of Canada or in the controlling documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of ~~"control"~~“control” of the Company by a ~~"non-Canadian."~~“non-Canadian.” The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. ~~"Non-Canadian"~~“Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

E. Taxation.

Canadian Federal Income Tax Consequences

The following is a brief summary of some of the principal Canadian federal income tax consequences to a U.S. Holder (as defined below) of the ~~Company's~~Company’s common shares who deals at ~~arm's~~arm’s length with and is not affiliated with the Company, holds the shares as capital property and who, for the purposes of the Income Tax Act (Canada) and the ~~Canada-United~~Canada–United States Income Tax Convention, is at all relevant times resident or deemed to be resident in the United States and is not nor is deemed to be in Canada and does not carry on business in Canada. 36

This summary is of a general nature only and is not, and should not be interpreted as, legal or tax advice to any particular U.S. Holder and no representation is made with respect to the Canadian income tax consequences to any particular person. Accordingly, U.S. Holders are advised to consult their own tax advisers with respect to their particular circumstances.

Under the Income Tax Act (Canada) and pursuant to the Canada-United States Income Tax Convention, a U.S. Holder of common shares will be subject to a 15 percent withholding tax on dividends paid or credited or deemed by the Income Tax Act (Canada) to have been paid or credited on such shares. The withholding tax rate is 5 percent, where the U.S. Holder is a corporation that beneficially owns at least 10 percent of the voting shares of the Company.

In general, a U.S. Holder will not be subject to Canadian income tax on capital gains arising on the disposition of the Company common shares unless (i) at any time in the five-year period immediately preceding the disposition, 25 percent or more of the shares of any class or series of the capital stock of the Company were owned (or were under option or subject to an interest in) by the U.S. Holder, by persons with whom the U.S. Holder did not deal at ~~arm's~~arm’s length and (ii) the value of the common shares of the Company at the time of the disposition derives principally from real property (as defined in the Canada-United States Income Tax Convention) situated in Canada.

United States Federal Income Tax Consequences

The following is a general discussion of certain possible U.S. federal income tax consequences, under current law, generally applicable to a U.S. Holder of common shares of the Company. This discussion is of a general nature only and does not take into account the particular facts and circumstances, with respect to U.S. federal income tax issues, of any particular U.S. Holder. This discussion does not cover any state, local or foreign tax consequences. (See "Taxation-- Canadian Federal Income Tax ~~Consequences"~~Consequences”, above).

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.

This discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any U.S. Holder or prospective U.S. Holder of common shares of the Company, and no opinion or representation with respect to the U.S. federal income tax consequences to any such U.S. Holder or prospective U.S. Holder is made. Accordingly, U.S. Holders and prospective U.S. Holders of common shares of the Company should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal, state, local and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.

U.S. Holders ~~- ------------~~

As used herein, a "U.S. Holder" means a holder of common shares of the Company who is (i) a citizen or individual resident of the U.S., (ii) a corporation or partnership created or organized in or under the laws of the U.S. or of any political subdivision thereof, (iii) an estate whose income is taxable in the U.S. irrespective of source or (iv) a trust subject to the primary supervision of a court within the U.S. and control of a U.S. fiduciary as described Section 7701(a)(30) of the Code.

Persons Not Covered ~~- -------------------~~

This summary does not address the U.S. federal income tax consequences to persons (including persons who are U.S. Holders) subject to special provisions of U.S. federal income tax law, including (i) tax-exempt organizations, (ii) qualified retirement plans, (iii) individual retirement accounts and other tax-deferred accounts, (iv) financial institutions, (v) insurance companies, (vi) real estate investment trusts, (vii) regulated 37 investment companies, (viii) broker-dealers, (ix) persons or entities that have a "functional currency" other than the U.S. dollar, (x) persons subject to the alternative minimum tax, (xi) persons who own their common shares of the Company as part of a straddle, hedging, conversion transaction, constructive sale or other arrangement involving more than one position, (xii) persons who ~~acquired~~acquir ed their common shares of the Company through the exercise of employee stock options or otherwise as compensation for services, (xiii) persons that own an interest in an entity that owns common shares of the Company, (xiv) persons who own, exercise or dispose of any options, warrants or other rights to acquire common shares of the Company, or (xv) persons who own their common shares of the Company other than as a capital asset within the meaning of Section 1221 of the Code.

Distribution on Common Shares of the Company ~~- --------------------------------------------~~

U.S. Holders receiving distributions (including constructive distributions) with respect to common shares of the Company are required to include in gross income for U.S. federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder's U.S. federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's U.S. federal taxable income by those who itemize deductions. (See more detailed discussion at "Foreign Tax Credit" ~~below)~~belo w). To the extent that distributions from the Company exceed current or accumulated earnings and profits of the Company, such distributions will be treated first as a return of capital, to the extent of the U.S. Holder's adjusted basis in the common shares, and thereafter as gain from the sale or exchange of the common shares of the Company. (See more detailed discussion at "Disposition of Common Shares of the Company" below)

In the case of foreign currency received as a distribution that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain, to the extent that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.

Dividends paid on the common shares of the Company generally will not be eligible for the "dividends received deduction" allowed to corporate shareholders receiving dividends from certain U.S. corporations. Under certain circumstances, a U.S. Holder that is a corporation and that owns shares representing at least 10% of the total voting power and the total value of the Company's outstanding shares may be entitled to a 70% deduction of the "U.S. source" portion of dividends received from the Company (unless the Company qualifies as a "Foreign Personal Holding Company" or a "Passive Foreign Investment Company" as defined below). The availability of the dividends received deduction is subject to several complex limitations which are beyond the scope of this discussion, and U.S. Holders of common shares of the Company ~~should~~s hould consult their own financial advisor, legal counsel or accountant regarding the dividends received deduction.

Certain information reporting and backup withholding rules may apply with respect to certain payments related to the Company's common shares. In particular, a payor or middleman within the U.S., or in certain cases outside the U.S., will be required to withhold 31% (which rate is scheduled for periodic adjustment) of any payments to a U.S. Holder of the Company's common shares of dividends on, or proceeds from the sale of, such common shares within the U.S., if a U.S. Holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, the backup withholding tax requirements. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder's U.S. federal income tax liability, provided the required information is furnished to the IRS. U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the information reporting and backup withholding rules applicable to the Company's common shares.

Foreign Tax Credit ~~- ------------------ 38~~

A U.S. Holder who pays (or has withheld from distributions) Canadian or other foreign income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for U.S. federal income tax purposes with respect to such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces U.S. federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from distributions to) the U.S. Holder during that year.

There are significant and complex limitations that apply to the foreign tax credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder's U.S. income tax liability that the U.S. Holder's "foreign source" income bears to his or its worldwide taxable income. In applying this limitation, the various items of income and deduction must be classified as either "foreign source" or "U.S. source." Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as "passive income," "high withholding tax interest," "financial services income," "shipping income," and certain other classifications of income. Dividends distributed by the Company will generally ~~constitute~~con stitute "foreign source" income, and will be classified as "passive income" or, in the case of certain U.S. Holders, "financial services income" for these purposes.

In addition, U.S. Holders that are corporations and that own 10% or more of the voting stock of the Company may be entitled to an "indirect" foreign tax credit under Section 902 of the Code with respect to the payment of dividends by the Company under certain circumstances and subject to complex rules and limitations. The availability of the foreign tax credit and the application of the limitations with respect to the foreign tax credit are fact specific, and each U.S. Holder of common shares of the Company should consult their own financial advisor, legal counsel or accountant regarding the foreign tax credit rules.

Disposition of Common Shares of the Company ~~- -------------------------------------------~~

A U.S. Holder will recognize gain or loss upon the sale or other taxable disposition of common shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder's tax basis in the common shares of the Company. This gain or loss will be capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder, which will be long-term capital gain or loss if the common shares of the Company are held for more than one year.

Preferential tax rates apply to long-term capital gains of U.S. Holders that are individuals, estates or trusts. Deductions for net capital losses are subject to significant limitations. For U.S. Holders that are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Currency Exchange Gains or Losses ~~- ---------------------------------~~

U.S. holders generally are required to calculate their taxable incomes in United States dollars. Accordingly, a U.S. holder who purchases common shares of the Company with Canadian dollars will be required to determine the tax basis of such shares in United States dollars based on the exchange rate prevailing on the settlement date of the purchase (and may be required to recognize the unrealized gain or loss, if any, in the Canadian currency surrendered in the purchase transaction). Similarly, a U.S. holder receiving dividends or sales proceeds from common shares of the Company in Canadian dollars will be required to compute the dividend income or the amount realized on the sale, as the case may be, in United States dollars based on the exchange rate prevailing at the time of receipt in the case of dividends and on the ~~settlement~~settle ment date in the case of sales on an established securities exchange. Gain or loss, if any, recognized on a disposition of Canadian currency in connection with the described transactions generally will be treated as ordinary gain or loss. 39

Other Considerations for U.S. Holders ~~- -------------------------------------~~

In the following circumstances, the above sections of this discussion may not describe the U.S. federal income tax consequences to U.S. Holders resulting from the ownership and disposition of common shares of the Company:

Foreign Personal Holding Company ~~- --------------------------------~~

If at any time during a taxable year (i) more than 50% of the total voting power or the total value of the Company's outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens or residents of the U.S. and (ii) 60% (or 50% in certain cases) or more of the Company's gross income for such year is "foreign personal holding company income" as defined in Section 553 of the Code (e.g., dividends, interest, royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions), the Company may be treated as a "Foreign Personal Holding Company" ("FPHC") In that event, U.S. Holders of common shares of the Company would be required to include in gross income for such year their allocable portions of such "foreign personal holding company income" to the extent the ~~Company~~Comp any does not actually distribute such income.

The Company does not believe that it currently qualifies as a FPHC. However, there can be no assurance that the Company will not be considered a FPHC for the current or any future taxable year.

Foreign Investment Company ~~- --------------------------~~

If (i) 50% or more of the total voting power or the total value of the Company's outstanding shares is owned, directly or indirectly, by citizens or residents of the U.S., U.S. partnerships or corporations, or U.S. estates or trusts (as defined by the Code Section 7701(a)(30)), and (ii) the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, the Company may be treated as a "Foreign Investment Company" ("FIC") as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gain.

The Company does not believe that it currently qualifies as a FIC. However, there can be no assurance that the Company will not be considered a FIC for the current or any future taxable year.

Controlled Foreign Corporation ~~- ------------------------------~~

If more than 50% of the total voting power or the total value of the Company's outstanding shares is owned, directly or indirectly, by citizens or residents of the U.S., U.S. partnerships or corporations, or U.S. estates or trusts (as defined by the Code Section 7701(a)(30)), each of which own, directly or indirectly, 10% or more of the total voting power of the Company's outstanding shares (each a "10% Shareholder"), the Company could be treated as a "Controlled Foreign Corporation" ("CFC") under Section 957 of the Code.

The classification of the Company as a CFC would effect many complex results, including that 10% Shareholders of the Company would generally (i) be treated as having received a current distribution of the Company's "Subpart F income" and (ii) would also be subject to current U.S. federal income tax on their pro rata shares of the Company's earnings invested in "U.S. property." The foreign tax credit may reduce the U.S. federal income tax on these amounts for such 10% Shareholders (See more detailed discussion at "Foreign Tax Credit" above). In addition, under Section 1248 of the Code, gain from the sale or other taxable disposition of common shares of the Company by a U.S. Holder that is or was a 10% Shareholder at any time during the five-year period ending with the sale is treated as ordinary income to the extent of earnings and profits of the Company attributable to the common shares sold or exchanged.

If the Company is classified as both a Passive Foreign Investment Company as described below and a CFC, the Company generally will not be treated as a Passive Foreign Investment Company with respect to 10% Shareholders. This 40 rule generally will be effective for taxable years of 10% Shareholders beginning after 1997 and for taxable years of the Company ending with or within such taxable years of 10% Shareholders.

The Company does not believe that it currently qualifies as a CFC. However, there can be no assurance that the Company will not be considered a CFC for the current or any future taxable year. The CFC rules are very complicated, and U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the CFC rules and how these rules may impact their U.S. federal income tax situation.

Passive Foreign Investment Company ~~- ----------------------------------~~

The Code contains rules governing "Passive Foreign Investment Companies" ("PFIC") which can have significant tax effects on U.S. Holders of foreign corporations. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the U.S. and, for any taxable year, either (i) 75% or more of its gross income is "passive income" or (ii) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of "passive income" is 50% or more. "Passive income" includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. 60;However, gains resulting from commodities transactions are generally excluded from the definition of passive income if "substantially all" of a merchant's, producer's or handler's business is as an active merchant, producer or handler of such commodities.

For purposes of the PFIC income test and the assets test, if a foreign corporation owns (directly or indirectly) at least 25% by value of the stock of another corporation, such foreign corporation shall be treated as if it (a) held a proportionate share of the assets of such other corporation, and (b) received directly its proportionate share of the income of such other corporation. Also, for purposes of such PFIC tests, passive income does not include any interest, dividends, rents or royalties that are received or accrued from a "related" person to the extent such amount is properly allocable to the income of such related person which is not passive income. For these purposes, a person is related with respect to a foreign corporation if such person "controls" the foreign corporation or is controlled by the foreign corporation or by the same persons that control the foreign corporation. For these purposes, "control" means ownership, directly or indirectly, of stock possessing more than 50% of the total voting power of all classes of stock entitled to vote or of the total value of stock of a corporation.

U.S. Holders owning common shares of a PFIC are subject to the highest rate of tax on ordinary income in effect for the applicable taxable year and to an interest charge based on the value of deferral of tax for the period during which the common shares of the PFIC are owned with respect to certain "excess distributions" on and dispositions of PFIC stock under Section 1291 of the Code. However, if the U.S. Holder makes a timely election to treat a PFIC as a qualified electing fund ("QEF") with respect to such shareholder's interest therein, the above-described rules generally will not apply. Instead, the electing U.S. Holder would include annually in his gross income his pro rata share of the PFIC's ordinary earnings and net capital gain regardless of whether such income or gain was actually distributed. A U.S. Holder of a QEF can, however, elect to defer the payment of U.S. federal income tax on such income inclusions. In addition, subject to certain limitations, U.S. Holders owning, actually or constructively, marketable (as specifically defined) stock in a PFIC will be permitted to elect to mark that stock to market annually, rather than be subject to the tax regime of Section 1291 of Code as described above. Amounts included in or deducted from income under this alternative (and actual gains and losses realized upon disposition, subject to certain limitations) will be treated as ordinary gains or losses.

The Company believes that it was not a PFIC for its fiscal year ended December 31, ~~2007~~2008 and does not believe that it will be a PFIC for the fiscal year ending December 31, ~~2008.~~ 2009. There can be no assurance that the Company's determination concerning its PFIC status will not be challenged by the IRS, or that it will be able to satisfy record keeping requirements that will be imposed on QEFs in the event that it qualifies as a PFIC.

The PFIC rules are very complicated, and U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the PFIC rules and how these rules may impact their U.S. federal income tax situation. 41

F. Dividends and paying agents.

Not Applicable.

G. Statements by experts.

Not Applicable

H. Documents on display.

Documents filed as exhibits to this annual report are described in Item 18(b).

I.Subsidiary Information

There is no information relating to the ~~Company's~~Company’s subsidiaries which must be provided in Canada and which is not otherwise called for by the body of generally accepted accounting principles used in preparing the financial statements.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 12. Description of Securities Other Than Equity Securities

Not Applicable.

PART II

Item 13. Defaults, Dividends Arrearages and Delinquencies

Not Applicable.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not Applicable.

Item 15. Controls and Procedures ~~Evaluation of~~

Disclosure Controls and Procedures ~~"Disclosure~~

The Interim Chief Financial Officer has evaluated the effectiveness of our disclosure controls and ~~procedures": are~~procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Interim Chief Financial Officer has concluded that, as of December 31, 2009, these disclosure controls and ~~other~~ procedures ~~that are designed~~were not effective to ensure that all information required to be disclosed by us in the reports that we file ~~with~~or submit under the ~~Securities and~~ Exchange ~~Commission is~~Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the ~~SEC's rules~~Commission’s rule and ~~forms~~forms; and ~~that the information is~~(ii) accumulated and communicated to our management, ~~including our Chief Executive Officer and our Chief Financial Officer,~~ as appropriate to allow timely decisions regarding required ~~disclosure. The Company has developed and implemented~~disclosure, primarily due to the Company’s minimal financial staff which p revents us from segregating duties, which management believes is a ~~disclosure~~material weakness in our internal controls and ~~procedures policy~~procedures. We intend to address such weakness and work with ~~a view~~our outside advisors to ~~promoting consistent disclosure controls and procedures practices. We carried out an evaluation of the effectiveness of the design and operation of~~improve our ~~disclosure~~ controls and procedures as ~~defined in SEC Rule 13a-15(e) as~~and when the circumstances of the ~~end of the fiscal year covered by this~~Company permit this.

Management’s Annual Report on ~~Form 20-F. This evaluation was carried out under the supervision~~Internal Control Over Financial Reporting

Management is responsible for establishing and with the participation of our management, including our Chief Executive Officer and our Acting Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Acting Chief Financial Officer concluded that our disclosure controls and procedures are effective. There was no changes in ourmaintaining adequate internal control over financial reporting, ~~during~~as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed by the ~~year ended December 31, 2007~~Chief Executive Officer, who is also the Chief Financial Officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that 42 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2 ) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have ~~materially affected, or are reasonably likely to materially affect,~~a material effect on our financial statements.

Because of its inherent limitations, internal control over financial ~~reporting. We recognize that any~~reporting may not prevent or detect misstatements. Forward looking statements regarding the effectiveness of internal controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Projections of any evaluation of effectiveness toduring future periods are ~~also~~ subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies orand procedures may deteriorate. ~~In addition,~~

Management completed an assessment of the effectiveness of the Company’s internal control over financial reporting (“ICFR”) as of December 31, 2009, using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework as contemplated by Rule 13a-15(c). Based on this assessment, the Company concluded that it did not have effective internal controls over financial reporting ~~remains an evolving concept and,~~ as ~~acknowledged by the SEC in both its rule-making and concept releases as well as its "Final Report~~of December 31, 2009. The Company’s assessment of the Committee on Smaller Public Companies" released in April 2006, no definitive industry definition or guidance for management currently exists as to what constitutes adequate internal controls for smaller public companies like us. Accordingly, in lighteffectiveness of the ~~continuing SEC dialog~~ICFR at December 31, 2009 identified certain material weaknesses as of that date:

Weakness: It is not possible to adequately segregate incompatible duties among the officers of the Company, because the Company only has two executive management positions--Chief Executive Officer and Chief Financial Officer--which are both fulfilled by one person, and one accounting consultant.

Remediation: Appoint a separate Chief Financial Officer, in addition to the current Chief Executive Officer, to formally segregate the duties of maintaining accounting records and preparing financial statements, from the executive duties of the current officer.

	2.	Weakness: The Company is small, with only one officer (who is also a director), thereby creating a risk of override of existing controls by management. Remediation: Require the newly appointed Chief Financial Officer’s approval of all expenditures and other dispositions of assets.

	3.	Weakness: The Company maintains limited audit evidence in documentary form which is used to test the operating effectiveness of control activities. Remediation: Increase the documentation of expenditures and receipts, under the joint supervision of the newly appointed Chief Financial Officer, and the Chief Executive Officer, to insure received goods and third-party services conform to contract terms.

The Company intends to ~~what constitutes effective control procedures~~add additional levels of executive management and personnel to remediate the weaknesses, in the specific manners described in paragraphs 1 through 3 above, as and when the Company has sufficient financial resources to effect the remediation.

The attestations report of our public accounting firm, MSCM LLP, has been made for ~~smaller public companies, our controls~~fiscal year 2009 and ~~procedures are subject to on-going review and revision by our management.~~ is presented on page F-1.

Changes in Internal ~~Controls There have been~~Control over Financial Reporting

As disclosed above, in fiscal 2010, the Company completed its assessment of its ICFR in place for the year ended December 31, 2009, using the COSO framework. Although the assessment was completed, there were no changes in ~~our internal control over financial reporting identified in connection with~~ the ~~evaluation described above that occurred~~ICFR during the ~~period covered by this annual report~~2009 fiscal year that ~~has~~have materially affected, or isare reasonably likely to materially affect, ~~our internal control over financial reporting.~~ the Company’s ICFR.

Item 16A. Audit Committee Financial Expert

The Company, ~~does not have a separate~~in 2008, established an Audit Committee. For fiscal year 2009 the Audit Committee was composed of Mr. Michael Donaghy and The Honorable Doug Lewis. Since the resignation of The Honorable Doug Lewis in April 2010, the Audit Committee is comprised of Michael Donaghy and Paul Bilewicz. Paul Bilewicz currently:

·	is considered an "independent" director;

·	meet the criteria for independence as defined by Rule 10A-3 adopted by the SEC;

·	have not participated in the preparation of our financial statements or the financial statements of any of our current subsidiaries at any time during the past three years; and

·	is able to read and understand fundamental financial statements.

Our Board of Directors has determined that the audit committee has at ~~this time.~~least one member, Paul Bilewicz, who qualifies as an Audit Committee Financial Expert, as defined by relevant SEC rules. As previously stated, Mr. Bilewicz is an independent director, and has the required experience, as recorded in Item 6A, to serve as the Audit Committee Financial Expert. The ~~Company intends~~Audit Committee is responsible for reviewing the Company's financial reporting procedures, internal controls, and the performance of the Company's external auditors. The functions of the Audit Committee also include selecting, appointing, retaining, compensating and overseeing our independent auditors, deciding upon and approving in advance the scope of audit and non-audit assignments and related fees, reviewing accounting principles we use in financial reporting, and reviewing th e adequacy of our internal control procedures, including the internal audit function. The committee is also responsible for reviewing the annual financial statements prior to ~~establish an audit committee in~~their approval by the ~~future. The Company therefore does not have an "audit committee financial expert."~~Board of Directors. The Board ~~is currently endeavoring to establish an audit committee with such~~adopted a ~~candidate and intends to do so as soon as an appropriate individual is identified.~~ charter for the Audit Committee for fiscal year 2009.

Item 16B. Code of Ethics

The Company has adopted a code of ethics applicable to all employees and directors. A copy is available upon request to the Chief Executive Officer, Oxford Investments Holdings Inc., 1315 Lawrence Avenue East, Suite 520, Toronto, Ontario, Canada M3A 3R3

Item 16C. Principal Accountant Fees and Services

The Company paid and accrued the following fees to ~~Danziger & Hochman,~~MSCM LLP, Chartered Accountants, respectively, during the following fiscal years: 2006 2007 Audit fees CDN$38,000.00 CDN$35,000.00 Other Fees -0- -0- Total ======= =======

	2008	2009
Audit fees	CDN$32,000.00	CDN$30,000
Other Fees	-0-	-0-
Total	=======	=======

Audit fees consist of audit work performed in the preparation of financial statements and services that are normally provided in connection with statutory and regulatory filings.

POLICY ON PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES OF INDEPENDENT AUDITORS 43 ~~Since the Company does not yet have an audit committee, the Board approves in advance~~

The Audit Committee’s policy is to approve all audit and audit-related services. Permissible non-audit services are pre-approved according to fee amount threshold. Permissible non-audit services may include tax services and ~~all non-audit~~other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services ~~provided by the independent auditors based~~and is generally subject to an initial estimated budget. The Audit Committee may also pre-approve particular services on a ~~policy adopted by the Board. Under the policy, proposed services either (i) may be pre-approved by the Board without consideration of specific~~ case-by-case ~~services as "general pre-approval"; or (ii) require the specific pre-approval of the Board as "specific pre-approval". These services are subject to annual review by the Board.~~ basis.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

PART III

Item 17. Financial Statements

Financial Statements. The consolidated financial statements set forth under Item 18 are included as part of this annual report.

Item ~~18..~~18. Financial Statements

The following ~~auditors'~~auditors’ reports and consolidated financial statements are included in this Form 20-F:

Oxford Investments Holdings Inc. ; Sequential

Consolidated Financial StatementsPage Number - --------------------------------- ----------- Report of Independent Registered Public Accounting Firm .....................F-1 Consolidated Balance Sheet as at December 31, 2006 and December 31, 2007 ......................................................F-2 Consolidated Statements of Operations for the years ended December 31, 2005 December 31, 2006 and December 31, 2007.....................................F-3 Consolidated Statement of Shareholders' Deficiency for the year ended, December 31, 2005 December 31, 2006 and December 31, 2007..................F-4 Consolidated Statements of Cash Flows for the year ended December 31, 2005, December 31, 2006 and December 31, 2007 .................F-5 Notes to Consolidated Financial Statements...................................F-6 44

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheet as at December 31, 2008
and December 31, 2009	F-2
Consolidated Statements of Operations for the years ended December 31, 2007
December 31, 2008 and December 31, 2009	F-3
Consolidated Statement of Shareholders’ Deficiency for the years ended, December 31, 2007
December 31, 2008 and December 31, 2009	F-4
Consolidated Statements of Cash Flows for the years ended
December 31, 2007, December 31, 2008 and December 31, 2009	F-5
Notes to Consolidated Financial Statements	F-6

Item 19. Exhibits

Exhibits and Exhibit Index. The following Exhibits are filed as part of this Annual Report and incorporated herein by reference to the extent applicable.

Exhibit Index Exhibit No. Description Page Number - ----------- ----------- ----------- 1.1 Articles of Incorporation.........................

Exhibit No.	Description	Page Number

1.1	Articles of Incorporation	*
1.2	Bylaws	*
2.1	Specimen Stock Certificate	*
4.1	Agreement with Starnet Systems International Inc.,
	dated January 25, 2001	*
4.2	Specimen Affiliate Sub-License Agreement	*
4.3	Asset Purchase Agreement with Suchow Holdings Ltd.
	dated April 26, 2001	*
4.4	Exhibits to Agreement with Starnet Systems International Inc., dated
	January 25, 2001	*
4.5	Mutual Release with CCPC Biotech Inc. dated March 1, 2001	*
4.6	Sub-License Agreement between Starnet Systems N.V. and
	International E-Gaming Developers N.V. dated November 20, 2001	*
4.7	Employment Agreement between Oxford Software Developers
	Inc. and Michael Donaghy dated July 1, 2001	*
4.8	Employment Agreement between Oxford Investments Holdings Inc.
	and Victor DeLaet dated July 1, 2001	*
4.9	Agreement between Oxford Software Developers Inc. and West
	America Securities Corp. dated March 7, 2002	*
4.10	Asset Purchase Agreement with Christopher Webster dated April 5, 2006
4.11	Oxford Investments Holdings Inc. Non-Qualified Stock Option Plan ……..	.***
4.12	Oxford Investments Holdings Inc. Non-Qualified Stock Option Agreement ……..	***
4.13	Joint Venture Agreement between the Ko Ho Group and Oxford
	Investments Holdings Inc.	***
4.14	Share Purchase Agreement between Ko Ho Group and Arden Trading
	Company Ltd. and All the Shareholders dated February 28, 2007	***
4.15	Share Purchase Agreement between Ko Ho Group and Hongxin Insurance Agency of China
	and All the Shareholders dated March 14, 2007
4.16	Agreement for Cooperation between Foshan Wanzhi S&T
	Company Ltd. and Ko Ho Management Ltd. dated May 7, 2007
8.1	List of Subsidiaries	*
99.1	Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2	Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* 1.2 Bylaws............................................* 2.1 Specimen Stock Certificate........................* 4.1 Agreement with Starnet Systems International Inc., dated January 25, 2001..........................* 4.2 Specimen Affiliate Sub-License Agreement..........* 4.3 Asset Purchase Agreement with Suchow Holdings Ltd. dated April 26, 2001............................* 4.4 Exhibits to Agreement with Starnet Systems International Inc., dated January 25, 2001......* 4.5 Mutual Release with CCPC Biotech Inc. dated March 1, 2001...................................* 4.6 Sub-License Agreement between Starnet Systems N.V. and International E-Gaming Developers N.V. dated November 20, 2001.........................* 4.7 Employment Agreement between Oxford Software Developers Inc. and Michael Donaghy dated July 1, 2001..............................* 4.8 Employment Agreement between Oxford Investments Holdings Inc. and Victor DeLaet dated July 1, 2001....................................* 4.9 Agreement between Oxford Software Developers Inc. and West America Securities Corp. dated March 7, 2002...................................* 4.10 Asset Purchase Agreement with Christopher Webster dated April 5, 2006............................** 4.11 Oxford Investments Holdings Inc. Non-Qualified Stock Option Plan.............................*** 4.12 Oxford Investments Holdings Inc. Non-Qualified Stock Option Agreement....................... *** 4.13 Joint Venture Agreement between the Ko Ho Group and Oxford Investments Holdings Inc. .........*** 4.14 Share Purchase Agreement between Ko Ho Group and Arden Trading Company Ltd. and All the Shareholders dated February 28, 2007..........*** 4.15 Share Purchase Agreement between Ko Ho Group and Hongxin Insurance Agency of China and All the Shareholders dated March 14, 2007........ *** 4.16 Agreement for Cooperation between Foshan Wanzhi S&T Company Ltd. and Ko Ho Management Ltd. dated May 7, 2007.............................*** 8.1 List of Subsidiaries..............................* 99.1 Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.... 99.2 Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.... * Incorporated by reference from the ~~Company's~~Company’s annual report on Form 20-F filed on June 28, 2002 or the ~~Company's~~Company’s registration statement on Form 20-F filed on December 19, 2001. **

** Incorporated by reference from the ~~Company's~~Company’s annual report on Form 20-F filed on June 30, 2006. **

*** Incorporated by reference from the ~~Company's~~Company’s annual report on Form 20-F filed on July 02, 2007.

Financial Statement Schedules

None. 45

Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. OXFORD INVESTMENTS HOLDINGS INC. Date: June 30, 2008 By: /S/Michael Donaghy ------------------------------------- Michael Donaghy, President/ Chief Executive Officer 46

	OXFORD INVESTMENTS HOLDINGS INC.

Date: June 29, 2010	By:	/s/ Michael Donaghy
		Michael Donaghy, President/ Chief Executive Officer

Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael Donaghy, certify that:

1. I have reviewed this Annual Report on Form 20-F of Oxford Investments Holdings Inc. (the ~~"Registrant"~~“Registrant”);

2. Based on my knowledge, this ~~Annual Report~~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 ~~Annual Report;~~ report;

3. Based on my knowledge, the financial statements, and other financial information included in this ~~Annual Report,~~report, fairly present in all material respects the financial condition, results of operations and cash flows of the ~~Registrant~~company as of, and for, the periods presented in this ~~Annual Report;~~ report;

4. The ~~Registrant's~~company’s other certifying ~~officers~~officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules ~~13a-14~~13a-15(e) and ~~15d-14)~~15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the ~~Registrant~~company and have: ~~a) designed~~

(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 ~~a Registrant,~~company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this ~~Annual Report~~report is being prepared; ~~b) evaluated~~

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the ~~Registrant's~~company’s disclosure controls and procedures ~~as of a date within 90 days prior to the filing date of this Annual Report (the "Evaluation Date");~~ and c) presented in this ~~Annual Report~~report our conclusions about the effectiveness of the disclosure controls and procedures, ~~based on our evaluation~~ as of the ~~Evaluation Date;~~ end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The ~~Registrant's~~company’s other certifying ~~officers~~officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the ~~Registrant's~~company’s auditors and the audit committee of ~~Registrant's~~the company’s board of directors (or persons performing the equivalent ~~function)~~functions): ~~a) all~~

(a) All significant deficiencies and material weaknesses in the design or operation of internal ~~controls~~control over financial reporting which ~~could~~are reasonably likely to adversely a affect the ~~Registrant's~~company’s ability to record, process, summarize and report financial ~~data~~information; and ~~have identified for the Registrant's auditors any material weaknesses in internal controls; and b) any~~

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the ~~Registrant's~~company’s internal controls; and 6. The Registrant's other certifying officers and I have indicated in this Annual Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. By: /S/ Michael Donaghy ------------------- Michael Donaghy Chief Executive Officer Date: June 30, 2008 47 control over financial reporting.

By:	/S/ Michael Donaghy
	Michael Donaghy Chief Executive Officer

Date: June 29, 2010

Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael Donaghy, certify that:

1. I have reviewed this Annual Report on Form 20-F of Oxford Investments Holdings Inc. (the ~~"Registrant"~~“Registrant”);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the ~~Registrant's~~company’s internal controls; and 6. The Registrant's other certifying officers and I have indicated in this Annual Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. By: /S/ Michael Donaghy ------------------- Michael Donaghy Chief Financial Officer control over financial reporting.

By:	/S/ Michael Donaghy
	Michael Donaghy Interim Chief Financial Officer

Date: June ~~30, 2008 48~~ 29, 2010

OXFORD INVESTMENTS HOLDINGS INC.

Consolidated Financial Statements

December 31, ~~2007, 2006~~2009, 2008 and ~~2005~~ 2007

OXFORD INVESTMENTS HOLDINGS INC. ~~CONSOLIDATED FINANCIAL STATEMENTS~~

INDEX

December 31, ~~2007, 2006~~2009, 2008 and ~~2005 Index PAGE~~ 2007

	PAGE
2009 AND 2008 REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM	1

2007 REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM	2

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets - Statement I	3

Consolidated Statements of Operations - Statement II	4

Consolidated Statements of Shareholders’ Deficiency – Statement III	5

Consolidated Statements of Cash Flows - Statement IV	6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7 - 24

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM 1 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets - Statement I 2 Consolidated Statements of Operations - Statement II 3 Consolidated Statements of Shareholders' Deficiency - Statement III 4 Consolidated Statements of Cash Flows - Statement IV 5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6 - 19 ~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

To the Board of Directors and Shareholders of:

OXFORD INVESTMENTS HOLDINGS INC. ~~(Formerly Oxford Software Developers, Inc.)~~

We have audited the ~~accompanying~~ consolidated balance sheets of ~~OXFORD INVESTMENTS HOLDINGS INC.~~Oxford Investments Holdings Inc. (the “Company”) as at December 31, ~~2007~~2009 and ~~2006~~2008 and the ~~accompanying~~ consolidated statements of operations, ~~shareholders'~~shareholders’ deficiency and cash flows for the years ~~ended December 31, 2007, 2006 and 2005.~~then ended. These ~~consolidated~~ financial statements are the responsibility of the ~~Company's~~Company’s management. Our responsibility is to express an opinion on these ~~consolidated~~ financial statements based on our ~~audit.~~ audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evi dence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As more fully discussed in note 2, the Company has incurred operating losses and must continue to fund negative working capital. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are discussed in note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MSCM LLP

MSCM LLP

Toronto, Canada

April 30, 2010

Page 1

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of:

OXFORD INVESTMENTS HOLDINGS INC.

We have audited the accompanying consolidated balance sheets of Oxford Investments Holdings Inc. as at December 31, 2007 and the consolidated statements of operations, shareholders’ equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In our opinion, ~~the~~these consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2007 and ~~2006 and~~ the results of its operations and its cash flows for the ~~years~~year then ended, ~~December 31, 2007, 2006 and 2005~~ in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As more fully discussed in note 2, the Company has incurred operating losses and must continue to fund negative working ~~capital which raises~~capital. These conditions raise substantial doubt about its ability to continue as a going concern. ~~Management~~Management’s plans in regard to these matters are ~~also~~ discussed in note 2. The ~~accompanying~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty. ~~/s/~~

/s/ Danziger Hochman Partners LLP

Danziger Hochman Partners LLP

Toronto, ~~Canada~~ Ontario

June ~~19,~~8, 2008

Page 1 2

OXFORD INVESTMENTS HOLDINGS INC. Statement I ~~(Formerly Oxford Software Developers, Inc.)~~

Consolidated Balance Sheets

As at December 31, ~~2007~~2009 and 2006 - ----------------------------------------------------------------------------- 2007 2006 - ----------------------------------------------------------------------------- ASSETS CURRENT Cash $ -- $ 37,969 Accounts receivable -- 7,451 Inventory -- 12,872 Prepaid expenses and deposits 9,434 2,563 - ----------------------------------------------------------------------------- 9,434 90,855 PROPERTY AND EQUIPMENT 4,461 3,466 - ----------------------------------------------------------------------------- $ 13,895 $ 94,321 ============================================================================= LIABILITIES CURRENT Bank indebtedness $ 2,412 $ -- Bank loan 23,539 28,603 Accounts payable and accrued liabilities 883,339 841,865 Notes payable 187,049 154,412 Loan payable -- 137,296 Loans payable 268,735 269,708 - ----------------------------------------------------------------------------- 1,365,074 1,431,884 - ----------------------------------------------------------------------------- SHAREHOLDERS' DEFICIENCY COMMON STOCK 6,407,601 3,417,135 ADDITIONAL PAID-IN CAPITAL 917,333 507,662 PREPAID SHARE SUBSCRIPTION (156,000) -- ACCUMULATED DEFICIT (7,967,509) (4,871,284) ACCUMULATED OTHER COMPREHENSIVE LOSS (552,604) (391,076) - ----------------------------------------------------------------------------- (1,351,179) (1,337,563) - ----------------------------------------------------------------------------- $ 13,895 $ 94,321 ============================================================================= Going concern and liquidity Contingencies /s/ Michael Donaghy, Director (The2008


2009				2008

ASSETS
CURRENT
Cash and cash equivalents	$	22,286		$	-
Prepaid expenses and deposits		5,381			4,399

		27,667			4,399
Property and equipment		3,605			3,420
Assets of discontinued operations		329			313

	$	31,601		$	8,132


LIABILITIES
CURRENT
Bank indebtedness	$	-		$	1,938
Accounts payable and accrued liabilities		685,270			566,224
Notes payable		221,308			170,495
Loans payable		194,999			171,523
Liabilities of discontinued operations		333,530			292,600

		1,435,107			1,202,780


SHAREHOLDERS’ DEFICIENCY
COMMON STOCK, unlimited shares authorized; 86,014,384 shares issued and 85,614,384 shares outstanding		7,147,013			6,761,103
CONTRIBUTED SURPLUS		1,050,160			1,050,160
PREPAID SHARE SUBSCRIPTION		( 156,000	)		( 156,000	)
ACCUMULATED DEFICIT		( 8,966,772	)		( 8,560,695	)
ACCUMULATED OTHER COMPREHENSIVE LOSS		( 477,907	)		( 289,216	)

		( 1,403,506	)		( 1,194,648	)

	$	31,601		$	8,132

Going concern (note 2)

Approved on behalf of the Board of Directors

/s Michael Donaghy__________, Director

/s/ Paul Bilewicz ____ ______, Director

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

Page 2

OXFORD INVESTMENTS HOLDINGS INC. Statement II (Formerly Oxford Software Developers, Inc.) Consolidated Statements of Operations For the Years Ended December 31, 2007, 2006 and 2005 - ------------------------------------------------------------------------------------------- 2007 2006 2005 - ------------------------------------------------------------------------------------------- REVENUES Licenses $ -- $ 66,132 $ -- Services 4,886 90,547 107,641 Products 1,246 28,620 56,248 - ------------------------------------------------------------------------------------------- 6,132 185,299 163,889 - ------------------------------------------------------------------------------------------- COST OF REVENUES Licenses (recovery) (25,745) 92,332 40,641 Services -- 17,641 26,644 Products 10,013 1,043 74,138 - ------------------------------------------------------------------------------------------- (15,732) 111,016 141,423 - ------------------------------------------------------------------------------------------- GROSS PROFIT 21,864 74,283 22,466 - ------------------------------------------------------------------------------------------- SELLING EXPENSES Advertising and marketing 1,333,769 101,601 8,146 Commissions and subcontracts 194,933 42,633 5,282 Consulting 1,154,368 86,417 34,263 Communications 9,304 10,775 26,183 Travel 9,520 8,883 4,986 - ------------------------------------------------------------------------------------------- 2,701,894 250,309 78,860 - ------------------------------------------------------------------------------------------- GENERAL AND ADMINISTRATIVE EXPENSES Bad debts (recovery) 7,013 (82,481) 82,600 Consulting 125,000 125,000 136,884 Depreciation 1,000 971 2,477 General and office 83,812 34,848 10,692 Professional fees 86,184 69,311 58,227 Rent 48,410 53,230 50,968 Telephone 9,115 7,678 7,074 Wages and benefits -- 542,539 45,713 - ------------------------------------------------------------------------------------------- 360,534 751,096 394,635 - ------------------------------------------------------------------------------------------- LOSS FROM OPERATIONS before the undernoted (3,040,564) (927,122) (451,029) OTHER EXPENSES - Interest (55,661) (34,767) (20,279) - ------------------------------------------------------------------------------------------- LOSS BEFORE INCOME TAXES (3,096,225) (961,889) (471,308) - ------------------------------------------------------------------------------------------- PROVISION FOR INCOME TAXES -- -- -- - ------------------------------------------------------------------------------------------- NET LOSS FOR THE YEAR (3,096,225) (961,889) (471,308) OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation loss - net (161,528) (4,685) (51,558) - ------------------------------------------------------------------------------------------- COMPREHENSIVE LOSS FOR THE YEAR $ (3,257,753) $ (966,574) $ (522,866) =========================================================================================== BASIC AND DILUTED NET LOSS PER COMMON SHARE $ (0.09) $ (0.04) $ (0.02) =========================================================================================== WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED COMMON SHARES OUTSTANDING 33,640,665 23,368,008 21,765,254 =========================================================================================== (The accompanying notes are an integral part of these financial statements.) Page 3 OXFORD INVESTMENTS HOLDINGS INC. Statement III (Formerly Oxford Software Developers, Inc.) Consolidated Statements of Shareholders' Deficiency For the Years Ended December 31, 2007, 2006 and 2005 - ------------------------------------------------------------------------------------------------------------------------------------ Accumulated Common Stock Additional Prepaid Other Number of Paid-In Share Comprehensive Accumulated Shares Amount Capital Subscription Income/Loss (Deficit) Total ==================================================================================================================================== - ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 2004 21,509,350 $ 2,805,652 $ -- $ -- $ (334,833) $(3,438,087) $ (967,268) Stock issued for cash - net 365,000 7,905 -- -- -- -- 7,905 Other comprehensive loss -- -- -- -- (51,558) -- (51,558) Net loss for the year -- -- -- -- -- (471,308) (471,308) - ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 2005 21,874,350 2,813,557 -- -- (386,391) (3,909,395) (1,482,229) Stock issued for cash - net 3,374,832 404,225 -- -- -- -- 404,225 Stock issued for services 450,000 79,353 -- -- -- -- 79,353 Stock options issued -- -- 507,662 -- -- -- 507,662 Stock options exercised - net 800,000 120,000 -- -- -- -- 120,000 Other comprehensive loss -- -- -- -- (4,685) -- (4,685) Net loss for the year -- -- -- -- -- (961,889) (961,889) - ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 2006 26,499,182 3,417,135 507,662 -- ($ 391,076) ($4,871,284) (1,337,563) Stock issued for cash - net 8,350,628 990,588 -- -- -- -- 990,588 Stock issued for services 3,502,774 1,666,197 -- -- -- -- 1,666,197 Prepaid share subscription 400,000 156,000 -- (156,000) -- -- -- Stock issued for extinguishment of debt 192,226 75,753 -- -- -- -- 75,753 Stock options issued -- -- 409,671 -- -- -- 409,671 Stock options exercised - net 800,000 101,928 -- -- -- -- 101,928 Other comprehensive loss -- -- -- -- (161,528) -- (161,528) Net loss for the year -- -- -- -- -- (3,096,225) (3,096,225) - ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 2007 39,744,810 $ 6,407,601 $ 917,333 $ (156,000) $ (552,604) $(7,967,509) $(1,351,179) ==================================================================================================================================== (The accompanying notes are an integral part of these financial statements.) Page 4 ~~OXFORD INVESTMENTS HOLDINGS INC. Statement IV (Formerly Oxford Software Developers, Inc.) Consolidated Statements of Cash Flows~~ 3
Statement II
OXFORD INVESTMENTS HOLDINGS INC.
Consolidated Statements of Operations
For The Years Ended December 31, 2009, 2008 and 2007

2009 2008 2007

REVENUES
    Services $ 3,957 $ - $ 4,886

COST OF REVENUES
    Licenses (recovery) - - ( 25,745 )
GROSS PROFIT 3,957 - 30,631
SELLING EXPENSES
    Advertising and marketing 80,856 94,051 1,333,673
    Commissions and subcontracts 52,980 2,880 194,933
    Consulting 10,608 46,653 1,154,368
    Communications - - 9,304
    Travel 2,014 3,048 9,520
146,458 146,632 2,701,798

GENERAL AND ADMINISTRATIVE EXPENSES
    Consulting 125,000 125,000 125,000
    Depreciation 992 1,104 1,000
    General and office 6,683 185,859 82,570
    Professional fees 49,943 52,052 84,509
    Rent 39,936 40,022 35,607
    Telephone 5,684 8,592 8,493
228,238 412,629 337,179
( 370,739 ) ( 559,261 ) ( 3,008,346 )
OTHER EXPENSES
    Interest expense ( 34,869 ) ( 40,366 ) ( 53,331 )
LOSS FROM CONTINUING OPERATIONS ( 405,608 ) ( 599,627 ) ( 3,061,677 )
NET INCOME (LOSS) FROM
    DISCONTINUED OPERATIONS
( 469 ) 6,441 ( 34,548 )
NET LOSS ( 406,077 ) ( 593,186 ) ( 3,096,225 )

OTHER COMPREHENSIVE INCOME (LOSS)
    Foreign currency translation gain (loss) ( 188,691 ) 263,388 ( 161,528 )
COMPREHENSIVE LOSS $ ( 594,768 ) $ ( 329,798 ) $ ( 3,257,753 )

BASIC AND DILUTED NET LOSS PER SHARE
    From continuing operations
$ ( 0.01 ) $ ( 0.01 ) $ ( 0.09 )
    From discontinued operations
( - ) - ( - )
BASIC AND DILUTED NET LOSS PER SHARE $ ( 0.01 ) $ ( 0.01 ) $ ( 0.09 )

WEIGHTED AVERAGE NUMBER OF BASIC AND
    DILUTED COMMON SHARES OUTSTANDING 61,456,942 43,216,873 33,640,665

(The Years Ended December 31, 2007, 2006 and 2005 - ------------------------------------------------------------------------------------------------------------------- 2007 2006 2005 - ---------------------------------------------------------------------------- ---------------- -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the year $(3,096,225) $ (961,889) $ (471,308) Adjustments to reconcile net loss to net cash used by operating activities Depreciation 1,000 971 2,477 Stock-based compensation 409,671 507,662 -- Shares issued for services 1,666,197 79,353 -- Changes in non-cash working capital items: Accounts receivable 7,451 25,136 126,592 Prepaid expenses and deposits 23,129 (24,014) 8,873 Inventory 12,872 4,282 63,787 Accounts payable and accrued liabilities 41,474 (101,888) 224,525 - ----------------------------------------------------------------------------------------------------------- Net cash used in operating activities (934,431) (470,387) (45,054) - ----------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Borrowings (repayments) under bank indebtedness - net 2,412 (13,697) 13,697 Advances (repayments) from bank loan - net (5,064) (8,564) 37,167 Advances under notes payable -- 154,412 -- Repayment of related party loan (35,368) -- -- Proceeds from issuance of common stock - net 990,588 404,225 7,905 Advances under (repayments on) loans payable - net 48,444 (23,335) 9,416 - ----------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 1,001,012 513,041 68,185 - ----------------------------------------------------------------------------------------------------------- FOREIGN CURRENCY TRANSLATION LOSS (104,550) (4,685) (51,684) - ----------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH (37,969) 37,969 (28,553) CASH, BEGINNING OF THE YEAR 37,969 -- 28,553 - ----------------------------------------------------------------------------------------------------------- CASH, END OF THE YEAR $ -- $ 37,969 $ -- =========================================================================================================== Supplemental cash flow information: Interest paid $ 55,662 $ 26,876 $ 14,853 Capital stock issued upon reduction of related party loan $ 101,928 $ 120,000 $ -- Capital stock issued upon reduction of related party loan2 $ 75,753 $ -- $ -- Shares to be issued to extinguish debt $ 156,000 $ -- $ --
~~(The~~ accompanying notes are an integral part of these consolidated financial statements.)

Page 5 4

Statement III

OXFORD INVESTMENTS HOLDINGS INC. ~~(Formerly Oxford Software Developers, Inc.~~ 60;

Consolidated Statements of Shareholders’ Deficiency

For The Years Ended December 31, 2009, 2008 and 2007


										Accumulated
	Common Stock						Prepaid			Other
	Number of				Contributed		Share			Comprehensive			Accumulated
	shares		Amount		Surplus		Subscription			Loss			Deficit			Total

Balance, December 31, 2006	26,499,182	$	3,417,135	$	507,662	$	-		$	( 391,076	)	$	( 4,871,284	)	$	(1,337,563	)

Stock issued for approximately $0.20 per share,
$1,650,503 less expenses of $659,915	8,350,628		990,588		-		-			-			-			990,588
Stock issued for services	3,502,774		1,666,197		-		-			-			-			1,666,197
Prepaid share subscription	400,000		156,000		-		( 156,000	)		-			-			-
Stock issued for extinguishment of debt	192,226		75,753		-		-			-			-			75,753
Stock options issued	-		-		409,671		-			-			-			409,671
Stock options exercised	800,000		101,928		-		-			-			-			101,928
Other comprehensive loss	-		-		-		-			( 161,528	)		-			(161,528	)
Net loss for the year	-		-		-		-			-			( 3,096,225	)		( 3,096,225	)

Balance, December 31, 2007	39,744,810		6,407,601		917,333		( 156,000	)		( 552,604	)		( 7,967,509	)		(1,351,179	)

Stock issued for approximately $0.04 per share, $287,886 less expenses of $16,934	7,000,000		270,952		-		-			-			-			270,952
Stock issued for services	460,000		35,647		-		-			-			-			35,647
Stock issued for extinguishment of debt	1,250,000		46,903		-		-			-			-			46,903
Stock options issued	-		-		132,827		-			-			-			132,827
Other comprehensive income	-		-				-			263,388			-			263,388
Net loss for the year	-		-		- -		-			-			( 593,186	)		( 593,186	)

Balance, December 31, 2008	48,454,810		6,761,103		1,050,160		( 156,000	)		( 289,216	)		( 8,560,695	)		( 1,194,648	)

Stock issued for approximately $0.01 per share	31,109,574		297,902		-		-			-			-			297,902
Stock issued for services	1,450,000		44,223		-		-			-			-			44,223
Stock issued for extinguishment of debt	5,000,000		43,785		-		-			-			-			43,785
Other comprehensive loss	-		-		-		-			( 188,691	)		-			( 188,691	)
Net loss for the year	-		-		-		-			-			( 406,077	)		( 406,077	)

Balance, December 31, 2009	86,014,384	$	7,147,013	$	1,050,160	$	( 156,000	)	$	( 477,907	)	$	( 8,966,772	)	$	(1,403,506	)

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

Page 5

Statement IV

OXFORD INVESTMENTS HOLDINGS INC.

Consolidated Statements of Cash Flows

For The Years Ended December 31, 2009, 2008 and 2007


	2009			2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year	$	( 406,077	)	$	( 593,186	)	$	(3,096,225	)
Adjustments to reconcile net loss to net cash used
by operating activities
Depreciation		992			1,104			1,000
Stock-based compensation		-			132,827			409,671
Shares issued for services		44,223			35,647			1,666,197
Changes in non-cash working capital items:
Accounts receivable		-			-			7,451
Prepaid expenses and deposits		(260	)		3,617			23,129
Inventory		-			-			12,872
Interest accrued for note payable		21,823			22,249			-
Accounts payable and accrued liabilities		28,950			109,943			41,474

Net cash used in operating activities		( 310,349	)		( 287,799	)		( 934,431	)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings (repayments) under bank indebtedness		18,840			( 258	)		2,412
Repayments of bank loan		( 8,757	)		( 9,381	)		( 5,064	)
Advances (repayments) of related party loan		41,700			30,424			(35,368	)
Proceeds from issuance of common stock		297,902			270,952			990,588
Advances of loan payable		-			-			48,444

Net cash provided by financing activities		349,685			291,737			1,001,012

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		( 662	)		( 863	)		-

Net cash used in investing activities		( 662	)		( 863	)		-

FOREIGN CURRENCY TRANSLATION LOSS		( 16,388	)		( 3,075	)		( 104,550	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		22,286			-			( 37,969	)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR		-			-			37,969

CASH AND CASH EQUIVALENTS, END OF THE YEAR	$	22,286		$	-		$	-
Supplemental cash flow information:
Interest paid	$	2,186		$	7,213		$	55,662

Non-cash financing activities:
Common stock to be issued to extinguish debt	$	43,785		$	46,903		$	75,753
Common stock issued upon reduction of related party loan	$	-		$	-		$	156,000

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

Page 6

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, ~~2007, 2006~~2009, 2008 and ~~2005 - --------------------------------------------------------------------------------~~ 2007

1. ORGANIZATION AND DESCRIPTION OF BUSINESS ---------------------------------------- Oxford Investments Holdings Inc. (formerly International E-Gaming Developers Ltd.) ("the Company") was incorporated on October 13, 2000, under the laws of the Province of Ontario, Canada. On May 17, 2001, the Company changed its name to Oxford Software Developers Inc. and then changed its name to Oxford Investments Holdings Inc. on December 18, 2003. On November 3, 2000, the Company incorporated its wholly owned subsidiary, International E-Gaming Developers Inc. ("E-Gaming Inc.") under the laws of Antigua and Barbuda. E-Gaming Inc. has been primarily engaged in the operation and marketing of internet gaming sites. On November 8, 2001, the Company incorporated a wholly owned subsidiary, International E-Gaming Developers NV ("E-Gaming NV"), a limited liability company, under the laws of Curacao, Netherlands Antilles, to engage in the operation of games of chance on the international market via service lines. E-Gaming NV was dissolved in 2003. In May 2003, the Company incorporated two wholly-owned subsidiaries, Ontario Private Water Labelling Limited and Celebrity Tan Inc., under the laws of Canada to engage in the production and sale of bottled water and to market UV-free tanning products and booths, respectively. The business of Ontario Private Water Labelling Limited has been discontinued, and its net assets and results of operations are not material to the accompanying financial statements. Due to changes in United States law, the Company is no longer involved in Internet gaming activities. During the fourth quarter of fiscal 2006, the Company changed its focus to become a provider of stored value cards catering to a wide variety of markets. These products and services are aimed at capitalizing on stored-value and reloadable prepaid card financial products. On November 30, 2006, the Company entered into a joint venture agreement with Ko Ho Management Ltd. ("Ko Ho"), a Hong Kong-based company, with the goal of acquiring business operations in the People's Republic of China. Under the terms of this agreement, the Company acquired a 50% interest in Ko Ho via the issuance of 250,000 common shares of the Company and the financing of certain working capital expenses of Ko Ho in the amount of $60,000 over the course of the following 10 months. Under the terms of the joint venture agreement, the Company has agreed to issue up to an additional 1,000,000 common shares and provide additional financing to a maximum of $250,000 for Ko Ho to acquire an existing Chinese corporation. In addition, the Company has agreed to issue a further 250,000 common shares should certain specified performance goals of Ko Ho be met, and to pay certain professional fees and e-commerce service fees of Ko Ho. Through its partnership with Ko Ho, the Company has acquired an equity interest in three Chinese companies, Arden Trading Company Ltd., Hongxin Insurance Agency and Foshan Foshantong Information Technology Co., Ltd. Page 6 OXFORD INVESTMENTS HOLDINGS INC. (Formerly Oxford Software Developers, Inc.) Notes to Consolidated Financial Statements December 31, 2007, 2006 and 2005 - -------------------------------------------------------------------------------- 1. ORGANIZATION AND DESCRIPTION OF BUSINESS (continued) ---------------------------------------- In February 2007, the Company acquired a 50% equity interest in Arden Trading Company Ltd. ("Arden") of China through our partnership with Ko Ho. Arden specializes in the operation of customer loyalty redemption programs. Arden's services include processing bonus point redemptions, gift sourcing, catalogue production, logistics, and call center customer support. It provides long-term outsourcing services to businesses in its areas of expertise. In March 2007, the Company acquired a 50% equity interest in Hongxin Insurance Agency of China ("Hongxin") through its partnership with Ko Ho. Hongxin is an insurance agency selling insurance policies and financial instruments to major insurance companies in China since 2004. It is under license issued by China Insurance Supervisory Committee to provide corporate and individual insurance products, risk management, and consultation services. In April 2007, the Company acquired a 35% equity interest in Foshan Foshantong Information Technology Co., Ltd. ("Foshantong") through its partnership with Ko Ho. Foshantong provides electronic payment smart card programs for public transportation and small payment transactions. In July 2007, the Company entered into a joint venture partnership with Serenity Investments Holdings Corp. ("Serenity"), a British Virgin Islands corporation, to obtain a payment processing engine and an E-Wallet platform that will provide the technology for the backbone to the Company's "FocusKard" suite of payment solutions. The Company issued 1,500,000 common shares in connection with this joint venture.

Oxford Investments Holdings Inc. (formerly, International E-Gaming Developers Ltd.) (“the Company”) was incorporated on October 13, 2000 under the laws of the Province of Ontario, Canada. On May 17, 2001, the Company changed its name to Oxford Software Developers Inc. and then changed its name to Oxford Investments Holdings Inc. on December 18, 2003.

On November 3, 2000, the Company incorporated its wholly-owned subsidiary, International E-Gaming Developers Inc. (hereinafter “E-Gaming Inc.”) under the laws of Antigua and Barbuda. E-Gaming Inc. was primarily engaged in the operation and marketing of internet gaming sites.

On November 8, 2001, the Company incorporated a wholly-owned subsidiary, International E-Gaming Developers NV (hereinafter “E-Gaming NV”), a limited liability company, under the laws of Curacao, Netherlands Antilles, to engage in the operation of games of chance on the international market via service lines. E-Gaming NV was dissolved in 2003.

In May 2003, the Company incorporated two wholly-owned subsidiaries, Ontario Private Water Labelling Limited and Celebrity Tan Inc., under the laws of Canada to engage in the production and sale of bottled water and to market UV-free tanning products and booths, respectively. The businesses of Ontario Private Water Labelling Limited and Celebrity Tan Inc. have been discontinued (See Note 4), and their assets, liabilities and results of operations have been separately reported as discontinued operations in the balance sheets and statements of operations. Figures for 2007 have been revised to reflect this presentation.

Due to changes in United States law, the Company is no longer involved in internet gaming activities. During the fourth quarter of fiscal 2006, the Company changed its focus to become a provider of stored value cards catering to a wide variety of markets. These products and services are aimed at capitalizing on stored-value and re-loadable prepaid card financial products.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ The Company's accounting and reporting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the accompanying consolidated financial statements. These consolidated financial statements have been prepared in United States dollars. AND GOING CONCERN

The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the consolidated financial statements. The reporting currency of the Company is the United States dollar.

Basis of Presentation The accompanying consolidated financial statements include the accounts of Oxford Investments Holdings Inc. and its wholly-owned subsidiaries Celebrity Tan Inc., International E-Gaming Developers Inc. and Ontario Private Water Labelling Limited, the latter of which is inactive. (See Note 4.) All significant inter-company transactions and balances have been eliminated. The Company's investments in Ko Ho, Arden, Hongxin, Foshantong and Serenity have been presented in the accompanying consolidated financial statements as advertising and marketing and consulting expenses. The purpose of these investments was to facilitate entry into target markets in the People's Republic of China by funding the marketing activities of these entities. Management believes that the Company has no further obligations or contingencies in respect of these entities (unless otherwise disclosed in note 1), will not earn any revenues from the activities of these entities, and that these investments do not meet the criteria for consolidation under SFAS No. 46(R), "Consolidation of Variable Interest Entities."

The accompanying consolidated financial statements include the financial statements of Oxford Investments Holdings Inc. and its wholly-owned subsidiaries Celebrity Tan Inc., Ontario Private Labelling Limited and International E-Gaming Developers Inc. All wholly-owned subsidiaries are inactive (See Note 4). All inter-company transactions and balances have been eliminated upon consolidation.

Page 7

OXFORD INVESTMENTS HOLDINGS INC. ~~(Formerly Oxford Software Developers, Inc.)~~

Notes to Consolidated Financial Statements

December 31, ~~2007, 2006~~2009, 2008 and ~~2005 - --------------------------------------------------------------------------------~~ 2007

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) ------------------------------------------ Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the measurement and classification of the recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has experienced losses in the three reporting periods and has a working capital deficiency of $1,355,640. During the years ended December 31, 2007, 2006 and 2005, the Company incurred comprehensive net losses of $3,257,753, $966,574 and $522,866, respectively, and cash used in operations was $934,431, $470,387, and $45,054, respectively. The Company financed its operations via the sale of common stock, through bank loans and through the issuance of debt. The Company's ability to realize its assets and discharge its liabilities in the normal course of business is dependent upon continued support of its creditors and shareholders, securing new sources of capital and financing, and the establishment of operations that provide the Company with positive cash flows. The Company is currently attempting to obtain additional financing from its existing shareholders and other strategic investors to continue its operations. However, there can be no assurance that the Company will obtain additional funds from these sources. These conditions cause substantial doubt about the Company's ability to continue as a going concern. A failure to continue as a going concern would require that the stated amounts of assets and liabilities be reflected on a liquidation basis that could differ from the current presentation on the going concern basis. Use of Estimates The preparation of financial statements in conformity with United States 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 amounts of revenues and expenses during the year. Financial statement items subject to significant management judgment include revenue recognition; the valuation of accounts receivable; the completeness of accounts payable and accrued liabilities and loans and notes payable; the valuation of share compensation expense; and, future income tax assets. While management believes that the estimates and assumptions are reasonable and appropriate in the circumstances, actual results may differ.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the measurement and classification of the recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has experienced losses since inception and has a working capital deficiency of $1,407,440 as at December 31, 2009. During the years ended December 31, 2009, 2008 and 2007, the Company incurred comprehensive losses of $594,768, $329,798 and $3,257,753, respectively, and cash used in operations was $310,349, $287,799 and $934,431, respectively. The Company financed its operations via the sale of common stock, through bank loans and through the issuance of debt. The Company’s ability to realize its assets and discharge its liabilities in the n ormal course of business is dependent upon continued support of its creditors and shareholders, securing new sources of capital and financing, and the establishment of operations that provide the Company with positive cash flows. The Company is currently attempting to obtain additional financing from its existing shareholders and other strategic investors to continue its operations. However, there can be no assurance that the Company will obtain additional funds from these sources.

These conditions create substantial doubt about the Company’s ability to continue as a going concern. A failure to continue as a going concern would require that stated amounts of assets and liabilities be reflected on a liquidation basis that would materially differ from the current presentation on the going concern basis.

Use of Estimates

The preparation of consolidated financial statements in conformity with United States 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 consolidated financial statements and the reported amounts of revenues and expenses during the year. Financial statement items subject to significant management judgment include revenue recognition; the completeness of accounts payable and accrued liabilities, and loans and notes payable; the valuation of share-based compensation; and future income tax assets. While management believes that the estimates and assumptions are reasonable and appropriate in the circumstances, actual results may differ.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation of property and equipment is provided annually on a declining balance basis over the estimated useful lives of the assets, except for current year additions on which 1/2 of the rates is applicable. The declining balance rates are as follows: Computer hardware 30% declining balance Computer software 100% declining balance Office equipment 20% declining balance basis over the estimated useful lives of the assets, except for current year additions on which half of the normal rate is provided. The declining balance rates are as follows:

Office equipment	20	%
Computer hardware	30	%
Computer software	100	%

Page 8

OXFORD INVESTMENTS HOLDINGS INC. ~~(Formerly Oxford Software Developers, Inc.)~~

Notes to Consolidated Financial Statements

December 31, ~~2007, 2006~~2009, 2008 and 2005 - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) ------------------------------------------ Stock-based Compensation The Company accounts for stock-based compensation in accordance with SFAS No. 123(R) ("SFAS 123(R)"), "Share-Based Payment", which replaced SFAS No. 123 "Accounting for Stock-Based Compensation," and superseded APB Opinion No. 25, "Accounting for Stock Issued to Employees." Under SFAS 123(R), the Company recognizes compensation costs related to share-based payment transactions in the financial statements based on the fair value of the equity (or liability) instruments issued over the period that an employee is expected to provide service in exchange for the award, based on the vesting terms of the specific compensation awards. Stock issued to non-employees is valued based on the fair value of the services received or the fair value of the stock given up. Advertising Expenses The Company expenses advertising costs as incurred. The Company's advertising and marketing expenses for the years ended December 31, 2007 2006 and 2005 are presented in the accompanying consolidated financial statements. Provision for Doubtful Accounts and Bad Debt Expense Provision for losses on trade accounts receivable is made in amounts required to maintain an adequate allowance to cover anticipated bad debts. Accounts receivable are charged against the allowance when it is determined by the Company that payment will not be received. Receivables are shown net of an allowance for bad debts. Accounts receivable are presented net of an allowance for doubtful accounts of $Nil (2006 - $8,951)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

The Company recognizes revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”) as modified by Securities and Exchange Commission Staff Accounting Bulletin No. 104 (codified within ASC Topic 605). Under SAB 101, revenue is recognized at the point of passage to the customer of title and risk of loss, there is persuasive evidence of an arrangement, the sales price is fixed or determinable, and collection of the resulting receivable is reasonably assured. For product sales, the Company generally recognizes revenue at the time of delivery of goods. Sales are reflected net of discounts and returns. For services, revenue is recognized as services are provided.

Stock-Based Compensation

The Company accounts for its stock-based compensation in accordance with SFAS No. 123(R) (“SFAS 123(R)”), “Share-Based Payment” (codified within ASC Topic 718), which replaced SFAS No. 123 “Accounting for Stock-Based Compensation,” and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees.” Under SFAS 123(R), the Company recognizes compensation costs related to share-based payment transactions in the financial statements based on the fair value of the equity (or liability) instruments issued over the period that an employee is expected to provide service in exchange for the award, based on the vesting terms of the specific stock compensation awards. Stock issued to non-employees is valued based on the fair value of the services received or the fair value of the stock given up.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company has not recorded an impairment loss as at December 31, 2007. Inventories Inventories are stated at the lower of cost or market on a first-in, first-out basis. Foreign Currency Translation The Company considers the functional currency to be the local currency and, accordingly, its financial information translated into U.S. dollars using exchange rates in effect at year-end for assets and liabilities and average exchange rates during each reporting period for the results of operations. Adjustments resulting from the translation of the functional currency and of subsidiaries' financial statements are included as a component of other comprehensive loss within the statements of shareholders' deficiency.

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (codified within ASC Topic 360), the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Income Taxes

The Company accounts for its income taxes under the liability method specified by SFAS No. 109, “Accounting for Income Taxes” (codified within ASC Topic 740). Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the effective tax rates which will be in effect when these differences reverse. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset.

Page 9

OXFORD INVESTMENTS HOLDINGS INC. ~~(Formerly Oxford Software Developers, Inc.)~~

Notes to Consolidated Financial Statements

December 31, ~~2007, 2006~~2009, 2008 and 2005 - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) ------------------------------------------ Reclassifications Certain prior year amounts were reclassified to conform to current year's basis of presentation. These reclassifications did not result in any changes to the Company's accumulated deficit or net losses. Revenue Recognition The Company recognizes revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101") as modified by Securities and Exchange Commission Staff Accounting Bulletin No. 104. Under SAB 101, revenue is recognized at the point of passage to the customer of title and risk of loss, there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured for property. For product sales, the Company generally recognizes revenue at the time of delivery of goods. Sales are reflected net of discounts and returns. For services, revenue is recognized as services are provided. Revenue from casino operations, advertising and royalties (which ceased in 2006) were recognized when earned. 2007

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value Measurement

Effective January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements” (“SFAS 157”) (codified within ASC Topic 820), and the related effective FSPs. SFAS 157 defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches, including market, income and/or cost approaches. SFAS 157 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is divided into three levels based on the reliability of inputs. The adoption of SFAS 157 and the related FSP’s di d not have a material effect on the Company’s consolidated financial position and operating results.

Foreign Currency Translation

The Company considers the functional currency to be the Canadian dollar (“CDN”) and, accordingly, its financial information is translated into U.S. dollars using exchange rates in effect at year-end for assets and liabilities and average exchange rates during each reporting period for the results of operations. Adjustments resulting from the translation of the functional currency to the reporting currency are included as a component of other comprehensive income (loss) within the statements of shareholders’ deficiency.

Comprehensive Income The Company has adopted SFAS No. 130, "Reporting Comprehensive Income," which establishes standards for reporting and presentation of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by or distributions to owners. Among other disclosures, SFAS No. 130 requires that all items that are required to be recognized under the current accounting standards as a component of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. SFAS 130 requires that items be included in other comprehensive income according to their nature, including certain foreign currency items, changes in the fair value of derivative financial instruments and unrealized gains and losses on certain debt and equity securities. The Company's other comprehensive loss comprises foreign currency translation adjustments arising upon translation of the Company's Canadian operating currency to its United States reporting currency. (Loss)

The Company has adopted SFAS No. 130, “Reporting Comprehensive Income (Loss)” (codified within ASC Topic 830), which establishes standards for reporting and presentation of comprehensive income (loss), its components and accumulated balances. Comprehensive income (loss) is defined to include all changes in equity (shareholders’ deficiency) except those resulting from investments by or distributions to owners. Among other disclosures, SFAS No. 130 requires that all items that are required to be recognized under the current accounting standards as a component of comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements. SFAS 130 requires that items be included in other comprehensive income (loss) according to their nature, such as: foreign currency items, minimum liability pension adju stments, change in the fair value of derivative financial instruments and unrealized gains and losses on certain debt and equity securities. Comprehensive income (loss) is displayed in the statement of shareholders’ deficiency and in the consolidated balance sheet as a component of shareholders’ deficiency.

The Company’s other comprehensive loss comprises foreign currency translation adjustments arising upon translation of the Company’s Canadian dollar functional currency to its United States dollar reporting currency.

Page 10

OXFORD INVESTMENTS HOLDINGS INC. ~~(Formerly Oxford Software Developers, Inc.)~~

Notes to Consolidated Financial Statements

December 31, ~~2007, 2006~~2009, 2008 and ~~2005 - -------------------------------------------------------------------------------- 3. ACCOUNTING PRONOUNCEMENTS -------------------------~~2007

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income (Loss) Per Share

Basic earnings (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares outstanding during the period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share is computed by dividing the net income (loss) by the weighted average number of basic shares outstanding increased by the number of shares that would be outstanding assuming conversion of any stock options, warrants, and convertible debt. Diluted net income (loss) per share for the years ended December 31, 2009, 2008 and 2007 is the same as basic net income (loss) per share as there are no shares of common stock equivalents outstanding. Diluted net income (loss) per share for the year ended December 31, 2009, 2009 and 2007 has not bee n presented as the effect would be anti-dilutive.

Accounting Principles Recently Adopted ~~Accounting Standards~~

In ~~May 2008,~~December 2007, the ~~Financial Accounting Standards Board ("FASB")~~FASB issued SFAS No. ~~163, "Accounting for Financial Guarantee Insurance Contracts - An interpretation of FASB Statement~~141(R), "Business Combinations" (codified within ASC Topic 805) which revised SFAS No. ~~60"~~141, "Business Combinations". SFAS ~~163 requires that~~No. 141(R) establishes principles and requirements for how an ~~insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred~~acquirer recognizes and measures in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective forits financial statements ~~issued~~the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquirer and the goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. This standard was effective for fiscal years beginning after December 15, 2008, except for some disclosures about the Company's insurance risk-management activities. SFAS 163 requires that disclosures about risk-management activities be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted.2008. The ~~Company is currently evaluating the impact of SFAS No. 163 on its financial statements, and the~~ adoption of this ~~statement is~~standard on January 1, 2009 did not ~~expected to~~ have a material ~~effect~~impact on the ~~Company's~~Company’s consolidated financial statements. In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles." SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles". The Company is currently evaluating the impact of SFAS No. 162 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company's financial statements. In March 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133". SFAS 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance and cash flows. Entities are required to provide enhanced disclosures about: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The Company is currently evaluating the impact of SFAS No. 161 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company's financial statements.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial ~~Statements - an Amendment of ARB~~Statements" (codified within ASC Topic 810). SFAS No. ~~51." SFAS~~ 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent's ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. ~~The Statement~~SFAS No. 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the ~~interest~~interests of the parent and the ~~interest~~interests of the noncontrolling owners. ~~SFAS 160 is~~This standard was effective for fiscal years beginning after December 15, ~~2008. Determination of the ultimate effect~~2 008. The adoption of this ~~pronouncement will depend~~standard on January 1, 2009 did not have a material impact on the ~~Company's structure at~~Company’s consolidated financial statements.

In March 2008, the ~~date of adoption. Page 11~~ ~~OXFORD INVESTMENTS HOLDINGS INC. (Formerly Oxford Software Developers, Inc.) Notes to Consolidated~~ Financial Statements December 31, 2007, 2006 and 2005 - -------------------------------------------------------------------------------- 3. ACCOUNTING PRONOUNCEMENTS (continued) ------------------------- In December 2007, the FASBAccounting Standards Board ("FASB") issued SFAS No. ~~141(R), "Business Combinations" ("SFAS 141R"), replacing~~161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133" (codified within ASC Topic 815). SFAS No. 141, "Business Combinations.". This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used161 is intended to improve financial standards for ~~all business combinations~~derivative instruments and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclosehedging activities by requiring enhanced disclosures to enable ~~users of the financial statements~~investors to ~~evaluate the nature and financial~~better understand their effects of the business combination. This Statement clarifies that acquirers will be required to expense costs related to any acquisitions. SFAS No. 141R will apply prospectively to business combinations for which the acquisition date is on or after fiscal years beginning December 15, 2008. Early adoption is prohibited. Determination of the ultimate effect of this pronouncement will depend on the Company's structure at the date of adoption. In June 2007, the Emerging Issues Task Force ("EITF") ratified its conclusion on EITF Issue No. 06-11 "Accounting for the Income Tax Benefits of Dividends on Share-Based Payment Awards" ("EITF 06-11"). EITF 06-11 provides that tax benefits associated with dividends on share-based payment awards be recorded as a component of additional paid-in capital. EITF 06-11 is effective, on a prospective basis, for fiscal years beginning after December 15, 2007. The Company is currently evaluating the impact that the adoption of EITF 06-11 will have on itsan entity's financial position, ~~results of operations~~financial performance, and cash flows. ~~In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets~~Entities are required to provide enhanced disclosures about: (a) how and ~~Financial Liabilities - Including~~why an ~~amendment of FASB Statement No. 115," ("SFAS 159") which permits entities to choose to measure many financial~~entity uses derivative instruments; (b) how derivative instruments and ~~certain other~~related hedged items ~~at fair value at specified election dates. A business entity is required to report unrealized gains~~are accounted for under Statement 133 and ~~losses on~~its related interpretations; and (c) how derivative instruments and related hedged items ~~for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. SFAS 159 is~~affect an entity’s f inancial position, financial performance, and cash flows. It was effective for financial statements issued for fiscal years beginning after November 15, ~~2007, and interim periods within those fiscal years.~~2008, with early adoption encouraged. The adoption of ~~SFAS 159 is~~this standard on January 1, 2009 did not ~~expected to~~ have a material impact on the ~~Company's~~Company’s consolidated financial ~~position, results of operation or cash flows.~~ statements.

Page 11

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2009, 2008 and 2007

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In ~~September 2006,~~April 2008, the FASB issued FSP SFAS 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP 142-3") (codified within ASC Topic 350). This guidance is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS No. ~~157, "Fair Value Measurements."~~142, "Goodwill and Other Intangible Assets" ("SFAS ~~157"~~142") ~~The Statement provides guidance for using fair value to measure assets~~, and ~~liabilities. The Statement also expands disclosures about~~ the ~~extent to which companies measure assets and liabilities at fair value, the information~~period of expected cash flows used to measure the fair value ~~and~~of the ~~effect~~asset under SFAS 141(R) when the underlying arrangement includes renewal or extension of ~~fair value measurement on earnings. This Statement applies under other accounting pronouncements~~terms that would require substantial costs or ~~permit fair value measurements. This Statement does not expand the use of fair value measurements~~result in ~~any new circumstances. Under this Statement, fair value refers~~a material modification to the ~~price~~asset upon renewal or extension. Companies estimating the useful life of a recognized intangible asset must now consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, must consider assumptions that ~~would be received to sell an asset or paid to transfer a liability in an orderly transaction between~~ market participants ~~in the market in which the entity transacts.~~would use about renewal or extension as adjusted for SFAS ~~157~~142's entity-specific factors. FSP 142-3 is effective for ~~the Company~~financial statements issued for ~~fair value measurements~~fiscal years and ~~disclosures made by the Company in its fiscal year~~interim periods beginning ~~in the 2008 fiscal year.~~January 1, 2009. The adoption of ~~SFAS 157 is~~this standard did not ~~expected to~~ have a material impact on the ~~Company's~~Company’s consolidated financial ~~position, results~~statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of ~~operation or cash flows. Page 12~~ ~~OXFORD INVESTMENTS HOLDINGS INC. (Formerly Oxford Software Developers, Inc.) Notes~~Generally Accepted Accounting Principles” (codified within ASC Topic 105). This Statement identifies the sources of accounting principles and the framework for selecting the principles to ~~Consolidated Financial Statements December 31, 2007, 2006~~be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy) and ~~2005 - -------------------------------------------------------------------------------- 3. ACCOUNTING PRONOUNCEMENTS (continued) -------------------------~~ was effective for financial statements issued for fiscal years and interim periods beginning after June 15, 2008. The adoption of this standard on January 1, 2009 did not have a material impact on the Company’s consolidated financial statements.

In ~~June 2006,~~May 2008, the FASB issued FASB ~~Interpretation No. 48,~~FSP APB 14-1, "Accounting for ~~Uncertainty~~Convertible Debt Instruments That May Be Settled in ~~Income Taxes, an interpretation~~Cash upon Conversion (Including Partial Cash Settlement)" (codified within ASC Topic 470). FSP APB 14-1 requires the issuer of ~~FASB Statements No. 109" ("FIN 48"). FIN 48 clarifies~~certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate Such separate accounting ~~for uncertainty in income taxes by prescribing a two-step method~~also requires accretion of ~~first evaluating whether a tax position has met a more likely than not recognition threshold and, second, measuring that tax position to determine~~ the ~~amount of benefit to be recognized in the financial statements. FIN 48 provides guidance~~resulting discount on the ~~presentation~~liability component of ~~such positions within a classified statement of financial position as well as on~~the debt to result in interest expense equal to an issuer`s nonconvertible debt borrowing rate. In addition, the FSP provides for certain changes related to the measurement and accountin g related to derecognition, ~~interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is~~modification or exchange. FSP APB 14-1 was effective for fiscal years beginning after December 15, ~~2006.~~2008 on a retroactive basis. The adoption of FASB FSP APB 14-1 did not have a material impact on the Company’s consolidated financial statements.

In September 2008, the FASB issued FSP EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities" (codified within ASC Topic 260). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing income per share under the two-class method pursuant to SFAS No. 128, "Earnings per Share". This guidance establishes that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 was effecti ve for financial statements issued for fiscal years beginning after December 15, 2008. Furthermore, all prior period earnings per share data presented shall be adjusted retrospectively to conform to the provisions of FSP EITF 03-6-1. The adoption of this ~~statement~~standard on January 1, 2009 did not have a material impact on the Company’s consolidated financial statements.

Page 12

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2009, 2008 and 2007

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In April 2009, the FASB issued SFAS No. 115-2 and SFAS No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” (“SFAS No.152-2 and SFAS No.124-2”) (codified within ASC Topic 320) which provides operational guidance for determining other-than-temporary impairments (“OTTI”) for debt securities. SFAS No.152-2 and SFAS No.124-2 are effective for interim and annual periods ending after June 15, 2009. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”) (codified within ASC Topic 820). FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157, when the volume and level of activity for the asset or liability have significantly decreased. FSP FAS 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP FAS 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2 009; however, early adoption is only permitted in conjunction with the early adoptions of FSP FAS 115-2 and FAS 124-2 and FSP FAS 107-1 and APB 28-1. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”) (codified within ASC Topic 825). FSP FAS 107-1 and APB 28-1 requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009; however, early adoption is only permitted in conjunction with the early adoptions of FSP FAS 115-2 and FAS 124-2 and FSP FAS 157-4. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, - Subsequent Events (SFAS 165) (codified within ASC Topic 855). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. Specifically, SFAS 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 1 65 is effective prospectively for interim and annual periods ending after June 15, 2009. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Page 13

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2009, 2008 and 2007

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In June 2009, the FASB issued SFAS No. 168, - The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162 (SFAS 168) (codified within ASC Topic 105) SFAS 168 stipulates that the FASB Accounting Standards Codification is the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. In conjunction with the issuance of SFAS 168, the SEC issued interpretive guidance Final Rule 80 (FR-80) regarding FASB’s Accounting Standards Codification. Under FR-80, the SEC clarified that the ASC is not the authoritative source for SEC guidance and that the ASC does not supersede any SEC rules or r egulations. Further, any references within the SEC rules and staff guidance to specific standards under U.S. GAAP should be understood to mean the corresponding reference in the ASC. FR-80 is also effective for interim and annual periods ending after September 15, 2009. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

3.RECENT ACCOUNTING PRONOUNCEMENTS

In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05, - Measuring Liabilities at Fair Value (ASU 2009-05) (codified within ASC Topic 820). It becomes effective for the Company on January 1, 2010. This amendment provides additional guidance on how companies should measure liabilities at fair value. While reaffirming the existing definition of fair value, this guidance introduces the concept of entry value into the determination of fair value. Entry value is the amount an entity would receive to enter into an identical liability. Under the new guidance, the fair value of a liability is not adjusted to reflect the impact of contractual restrictions that prevent its transfer. It is expected that the adoption of this new guidance will have no materia l effect on the Company’s consolidated financial statements.

In December 2009, the FASB issued ASU 2009-16, - Transfers and Servicing (codified within ASC Topic 860) – Accounting for Transfers of Financial Assets. ASU 2009-16 amends the accounting for transfers of financials assets and will require more information about transfers of financial assets, including securitizations, and where entities have continuing exposure to the risks related to transferred financial assets. ASU 2009-16 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, with early adoption not permitted. The Company will comply with the additional disclosures required by this guidance upon its adoption in January 2010.

In October 2009, the FASB issued ASU No. 2009-15, - Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing (codified within ASC Topic 420). ASU 2009-15 amends the accounting and reporting guidance for debt (and certain preferred stock) with specific conversion features or other options. ASU 2009-15 is effective for fiscal years beginning on or after December 15, 2009. The adoption of the guidance did not have a material effect on the ~~Company's reported~~Company’s consolidated financial position, or results of ~~operations. 4. SUBSIDIARIES AND DISCONTINUED OPERATIONS ----------------------------------------~~ operations, cash flows or related disclosures.

Page 14

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2009, 2008 and 2007

3.RECENT ACCOUNTING PRONOUNCEMENTS (continued)

In October 2009, the FASB issued ASU No. 2009-13, - Multiple Deliverable Revenue Arrangements - a consensus of the FASB Emerging Issues Task Force (ASU 2009-13) (codified within ASC Topic 605). ASU 2009-13 addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company is currently assessing the impact of ASU 2009-13 on its consolidated financial position, results of operations and cash flows.

In January 2010, the FASB issued ASU No. 2010-06, - Improving Disclosures about Fair Value Measurements (ASU 2010-06) (codified within ASC Topic 820). ASU 2010-06 improves disclosures originally required under SFAS No. 157. ASU 2010-16 is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those years. The Company will comply with the additional disclosures required by this guidance upon its adoption in January 2011.

4.	DISCONTINUED OPERATIONS

International E-Gaming Developers Inc. On November 3, 2000, the Company incorporated a wholly-owned subsidiary, International E-Gaming Developers, Inc. under the laws of Antigua and Barbuda as an international business corporation. E-Gaming Inc. was incorporated to engage in Internet gaming, including international betting, gaming, sports betting and bookmaking activities along with wagers on sporting events taking place outside the Caribbean Community region from residents of countries outside the region. E-Gaming Inc. was primarily engaged in the operation and marketing of Internet gaming sites. During the 2002 fiscal year, the Company assumed all of the operations of E-Gaming Inc. Due to changes in United States law, the Company ceased its Internet gaming activities during the fourth quarter of fiscal 2006. Management is of the opinion that the net assets and results of operations of the Company's gaming operations are not material to the accompanying consolidated financial statements. Accordingly, the financial statements do not present the assets, liabilities and results of operations of these activities separately as discontinued operations.

On November 3, 2000, the Company incorporated a wholly-owned subsidiary, International E-Gaming Developers, Inc. under the laws of Antigua and Barbuda as an international business corporation. E-Gaming Inc. was incorporated to engage in Internet gaming, including international betting, gaming, sports betting and bookmaking activities along with wagers on sporting events taking place outside the Caribbean Community region from residents of countries outside the Caribbean Community region. E-Gaming Inc. was primarily engaged in the operation and marketing of Internet gaming sites. During the 2002 fiscal year, the Company assumed all of the operations of International E-Gaming Developers Inc. Due to changes in United States law, the Company ceased its internet gaming activities during the fourth quarter of fiscal 2006. The consolidated financial statements pres ent the assets, liabilities and results of operations of these activities separately as discontinued operations.

Ontario Private Water Labelling Limited

In 2003, the Company incorporated a wholly-owned subsidiary, Ontario Private Water Labelling Limited, under the laws of Canada. Through this subsidiary, management intended to approach corporate and retail entities that wish to use their own label on bottled water as promotional or marketing tools. Additionally, the Company intended to market its own line of bottled spring water to sell at concerts, sporting events, and other venues. The business of Ontario Private Water Labelling Limited ~~has been~~was discontinued ~~and its net assets and results of operations are not material to the accompanying~~in 2007. The consolidated financial ~~statements. Accordingly, the financial~~ statements ~~do not~~ present the assets, liabilities and results of operations of ~~Ontario Private Water Labelling Limited~~these activities separately as discontinued operations.

Page 13 15

OXFORD INVESTMENTS HOLDINGS INC. ~~(Formerly Oxford Software Developers, Inc.)~~

Notes to Consolidated Financial Statements

December 31, ~~2007, 2006~~2009, 2008 and ~~2005 - --------------------------------------------------------------------------------~~ 2007

4. ~~SUBSIDIARIES AND~~ DISCONTINUED OPERATIONS (continued) ~~----------------------------------------~~

Celebrity Tan Inc. In 2003, the Company incorporated a wholly-owned subsidiary, Celebrity Tan Inc. under the laws of Canada. Celebrity Tan Inc. was incorporated to engage in the building and distribution of UV-free tanning stalls. These stand-up tanning booths spray a fine mist of sunless tanning solution onto the customer. The Company also intended to market through this subsidiary its own line of sunless tanning products. The business of Celebrity Tan Inc. has been discontinued, and its net assets and results of operations are not material to the accompanying financial statements. Accordingly, the financial statements do not present the assets, liabilities and results of operations of Celebrity Tan Inc. separately as discontinued operations.

In 2003, the Company incorporated a wholly-owned subsidiary, Celebrity Tan Inc. under the laws of Canada. Celebrity Tan Inc. was incorporated to engage in the building and distribution of UV-free tanning stalls. These stand-up tanning booths spray a fine mist of sunless tanning solution onto the customer. The Company also intended to market through this subsidiary its own line of sunless tanning products. The business of Celebrity Tan Inc. was discontinued in 2007. The consolidated financial statements present the assets, liabilities and results of operations of these activities separately as discontinued operations.

Summarized financial information as a result of discontinued operations isare as follows: December 31, December 31, 2007 2006 --------- --------- Cash $ 320 $ 128 Accounts receivable -- 7,451 Inventory -- 12,872 Prepaid expenses and deposits 9,434 32,563 --------- --------- Total Assets $ 9,754 $ 53,014 --------- --------- Bank loan $ 23,539 $ 28,603 Accounts payable and accrued liabilities 575,893 450,815 --------- --------- Total liabilities $ 599,432 $ 479,418 --------- --------- December 31, December 31, December 31, 2007 2006 2005 --------- --------- --------- Revenues $ 1,246 $ 113,204 $ 163,889 Cost of revenues 10,013 (120,446) 141,423 --------- --------- --------- Gross profit (loss) $ (8,767) $ 233,650 $ 22,466 Operating expenses 25,781 343,178 356,890 --------- --------- --------- Loss from discontinued operations $ (34,548) $(109,528) $(334,424) --------- --------- ---------

	December 31, 2009			December 31, 2008

Cash	$	198		$	200
Prepaid expenses and deposits		131			113
Total assets of discontinued operations	$	329		$	313

Bank loan	$	3,172		$	10,947
Accounts payable and accrued liabilities		290,869			248,892
Loans payable to related parties (see Note 9)		39,489			32,761
Total liabilities of discontinued operations	$	333,530		$	292,600

	December 31, 2009			December 31, 2008		December 31, 2007

Revenues	$	-		$	7,770	$	1,246
Cost of revenues					668		10,013
Gross profit (loss)					7,102		( 8,767	)

Operating expenses		469			661		25,781
Income (loss) from discontinued operations	$	( 469	)	$	6,441	$	( 34,548	)

Page 14 16

OXFORD INVESTMENTS HOLDINGS INC. ~~(Formerly Oxford Software Developers, Inc.)~~

Notes to Consolidated Financial Statements

December 31, ~~2007, 2006~~2009, 2008 and ~~2005 - -------------------------------------------------------------------------------- 5.~~ 2007

5.	INVESTMENTS

On November 30, 2006, the Company entered into a joint venture agreement with Ko Ho Management Ltd. (“Ko Ho”), a Hong Kong based company, with the goal of acquiring business operations in the People’s Republic of China. Under the terms of this agreement, the Company acquired a 50% interest in Ko Ho via the issuance of 250,000 shares of common stock (valued at $50,000 based on the closing share price on the date of issuance) of the Company and the financing of certain working capital expenses of Ko Ho in the amount of $60,000 over the course of the following 10 months. Under the terms of the joint venture agreement, the Company has agreed to issue up to an additional 1,000,000 shares of common stock and provide additional financing to a maximum of $250,000 for Ko Ho to acquire existing Chinese corporations. In addition, the Company has agreed to issue a further 2 50,000 shares of common stock should certain specified performance goals of Ko Ho be met, and to pay certain professional fees and e-commerce service fees of Ko Ho.

To date, the Company has issued 500,000 shares to Ko Ho pursuant to the terms of the joint venture agreement.

To date through our partnership with Ko Ho, the Company has acquired interests in the following three Chinese companies:

In February 2007, the Company acquired a 50% interest in Arden Trading Company Ltd. (“Arden”) of China through its partnership with Ko Ho. Arden specializes in the operation of customer loyalty redemption programs. Arden’s services include processing bonus point redemptions, gift sourcing, catalogue productions, logistics, and call center customer support. It provides long-term outsourcing services to businesses in its areas of expertise. The Company issued 250,000 shares of common stock (valued at $150,000 based on the closing share price on the date of issuance) in connection with this investment.

In March 2007, the Company acquired a 50% interest in Hongxin Insurance Agency of China (“Hongxin”) through its partnership with Ko Ho. Hongxin is an insurance agency selling insurance policies and financial instruments to major insurance companies in China since 2004. It operates under a license issued by China Insurance Supervisory Committee to provide corporate and individual insurance products, risk management, and consultation services. The Company issued 160,000 shares of common stock (valued at $102,000 based on the closing share price on the date of issuance) in connection with this investment.

In April 2007, the Company acquired a 35% equity interest in Foshan Foshantong Information Technology Co., Ltd. (“Foshantong”) through its partnership with Ko Ho. Foshantong provides electronic payment smart card programs for public transportation and small payment transactions. The Company issued 750,000 shares of common stock (valued at $457,000 based on the closing share price on the date of issuance) in connection with this investment.

In July 2007, the Company entered into an investment agreement with Serenity Investments Holdings Corp. (“Serenity”), a British Virgin Islands corporation, to obtain a payment processing engine and an E-Wallet platform that will provide the technology for the backbone to the Company’s “FocusKard” suite of payment solutions. The Company issued 1,500,000 shares of common stock (valued at $630,000 based on the closing share price on the date of issuance) in connection with this investment.

Page 17

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2009, 2008 and 2007

5.	INVESTMENTS (continued)

The Company’s investments in Ko Ho, Arden, Hongxin, Foshantong, and Serenity were accounted for using the cost method because it does not have the ability to exercise significant influence over the operating and financial policies of these companies. The Company monitors these investments for impairment and makes appropriate reductions in carrying value when impairment is deemed to be other than temporary. The Company does not expect capital appreciation or income from these investments and has expensed these investments in prior years under advertising, marketing and consulting expenses. The purpose of these investments is to facilitate entry into target markets in the People’s Republic of China by funding the marketing activities of these entities. Management believes that the Company has no further obligations or contingencies in respect of these entitie s and that these investments do not meet the criteria for consolidation under FIN No. 46(R) (codified within ASC Topic 810), “Consolidation of Variable Interest Entities”.

6. PROPERTY AND EQUIPMENT ---------------------- Property and equipment is stated at cost. Depreciation is provided using the declining balance method over the estimated useful lives of the assets ranging from 20% to 100%.

The following is a summary of property and equipment and accumulated depreciation:

	2009		2008

Office equipment	$	27,919	$	24,091
Computer hardware		4,851		3,565

Total cost		32,770		27,656
Less: Accumulated depreciation		29,165		24,236

Net book value	$	3,605	$	3,420

Depreciation expense for the years ended December 31, 2009, 2008 and 2007 2006 ------- ------- Office equipment $29,601 $25,167 Computer hardware 3,452 1,713 Computer software -- 1,444 ------- ------- Total cost 33,053 28,324 Less: accumulated depreciation 28,592 24,858 ------- ------- Net book valuewas $ 4,461 $ 3,466 ======= ======= 6. BANK LOAN --------- During fiscal 2004, The Company's wholly-owned subsidiary, Celebrity Tan Inc., received992, $1,104 and $1,000 respectively.

7.	BANK LOAN – DISCONTINUED OPERATIONS

The Company’s subsidiary, Celebrity Tan Inc., was advanced a US $47,575 (CDN $50,000) bank loan. The loan is unsecured and repayable in monthly principal payments of US $793 (CDN $833) plus interest at the TD Canada Trust rate of prime plus 1%. The loan is due on demand. Due to its demand feature, the liability is presented on the accompanying consolidated financial statement as current liabilities, under liabilities of discontinued operations.

Future principal payments are as follows:


2010		$	3,172

8.	NOTES PAYABLE

The notes are due to an arm’s length third party, bearing interest at 12% per annum, unsecured and repayable upon demand. Due to the demand features, these notes are presented in the accompanying consolidated financial statements as current liabilities.

Page 18

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2009, 2008 and 2007

9. LOANS PAYABLE – RELATED PARTIES

As at December 31, 2009, the ~~proceeds~~Company was indebted to certain of ~~a $50,000 CDN loan. The loan~~its officers, directors and stockholders $234,488 (December 31, 2008 - $204,288) for cash advances, consulting services and expenses paid on behalf of the Company. $194,999 (December 31, 2008 - $171,523) owed by the Company is ~~repayable in monthly principal payments of $833 CDN plus interest at prime plus 1%~~recorded under loans payable and $39,489 (December 31, 2008 - $32,761) owed is recorded under discontinued operations (see Note 4). The loan is unsecured and due on demand. Due to the demand feature, the liability is presented in the accompanying consolidated financial statements as current. Future principal payments in U.S. dollars are as follows: 2008 $10,088 2009 $10,088 2010 $ 3,363 7. NOTES PAYABLE ------------- The notes are due to an arm's-length third party, bear interest at 12% per annum, payable monthly, andThese loans are unsecured, non-interest bearing and repayable upon demand. Due to the demand features, these ~~notes~~loans are presented in the accompanying consolidated financial statements as current liabilities. 8. LOAN PAYABLE - RELATED PARTY - -- ---------------------------- The Company was indebted to a director. The loan bore interest at 5% per annum and was unsecured. The loan was repaid during fiscal 2007 through the issuance

10. DEFERRED INCOME TAXES

As of ~~stock for $101,928 and payment of cash of $35,368. Interest for the year ended December 31, 2007 amounted to $33,309 (2006 - $16,122). Page 15~~

A reconciliation of combined federal and provincial corporate income taxes at the ~~Company's~~Company’s effective tax rate of 33% ~~(2006~~, 33.5% and ~~2005 - 36%)~~33%, respectively, for December 31, 2009, 2008 and 2007 is as follows: ~~2007 2006 2005 ----------- ----------- -----------~~ Net loss before income taxes $(3,096,225) $ (961,889) $ (471,308) =========== =========== =========== Income taxes at statutory rates $(1,022,000) $ (348,000) $ (170,000) Tax effect of expenses not deductible for income tax purposes: Stock-based compensation $ 135,000 183,000 -- Shares issued for services $ 550,000 28,500 -- ----------- ----------- ----------- (337,000) (136,500) (170,000) Change in valuation allowance 337,000 136,500 170,000 ----------- ----------- ----------- $ -- $ -- $ -- =========== =========== ===========

	2009			2008			2007
Net loss before income taxes	$	( 406,077	)	$	( 593,186	)	$	(3,096,225	)

Income taxes at statutory rates	$	( 134,000	)	$	( 199,000	)	$	(1,022,000	)
Tax effect of expenses not deductible for income tax purposes:
Stock based compensation		( 15,000	)		45,000			135,000
Shares issued for services		-			12,000			550,000
Effect of tax rate changes and other adjustments		( 66,000	)		( 891,000	)		-
Expiry of loss carry forwards		164,000			914,000			-
		( 51,000	)		( 119,000	)		( 337,000	)
Change in valuation allowance		51,000			119,000			337,000
	$	-		$	-		$	-

The significant components of the deferred tax asset at December 31, 2007, 2006 and 2005 were as follows: 2007 2006 2005 ----------- ----------- ----------- Net operating loss carry forwards $ 4,427,000 $ 2,761,000 $ 2,401,000 =========== =========== =========== Deferred tax asset $ 1,461,000 $ 994,000 $ 864,000 Deferred tax asset valuation allowance $(1,461,000) $ (994,000) $ (864,000)

At December 31, 2009, 2008 and 2007 the Company had net operating losses for income tax purposes carried forward of approximately $4,427,000. These losses expire in 2008 through to 2027. The ultimate realization of future tax assets is dependent upon the generation of future taxable income. were as follows:

	2009			2008			2007
Net operating loss carry forwards	$	6,375,000		$	5,361,000		$	4,427,000

Deferred tax asset	$	1,631,000		$	1,580,000		$	1,461,000
Deferred tax asset valuation allowance		( 1,631,000	)		( 1,580,000	)		( 1,461,000	)
	$	-		$	-		$	-

Page 16 19

OXFORD INVESTMENTS HOLDINGS INC. ~~(Formerly Oxford Software Developers, Inc.)~~

Notes to Consolidated Financial Statements

December 31, 2009, 2008 and 2007 2006 and 2005 - -------------------------------------------------------------------------------- 11. COMMON STOCK ------------ The Company is authorized to issue an unlimited number of voting, common shares without par value. Shares may be transferred with the consent of a majority of the directors or the shareholders through resolution or by a signed instrument. On December 31, 2007, 2006 and 2005, the Company had 39,744,810; 26,499,182 and 21,874,350 shares issued and outstanding, respectively. The Company has not issued any warrants.

10.DEFERRED INCOME TAXES (continued)

At December 31, 2009, the Company had unused non-capital losses of approximately $6,375,000 to offset future taxable income. The ultimate realization of future tax assets is dependent upon the generation of future taxable income during future periods. These losses expire to the extent unutilized against future taxable income as follows:

2010	$	614,000
2014		196,000
2015		448,000
2026		748,000
2027		3,278,000
2028		602,000
2029		489,000

	$	6,375,000

11.	COMMON STOCK

The Company is authorized to issue an unlimited number of voting, common stock without par value. Shares may be transferred with the consent of a majority of the directors or the shareholders through resolution or by a signed instrument.

The Company has not issued any warrants in 2009, 2008 and 2007.

During the year ended December 31, ~~2007,~~2009, the Company sold for cash 31,109,574 shares of common stock. This stock was sold for approximately $0.01 per share for a total of $297,902.

The Company also issued 1,450,000 shares of common stock during the 2009 fiscal year for services provided by non-employees. These shares were valued at a total of $44,223 based on the closing share price on the date of issuance.

Furthermore, the Company issued ~~250,000 options~~5,000,000 shares of common stock during the 2009 fiscal year to ~~one related individual and 250,000 options each~~extinguish debt due to ~~two arm's-length individuals. The option have exercise~~a director of the Company. These shares were valued at a total of $43,785 based on the closing share price ~~of $0.15 CDN - $0.71 US, and vesting periods of immediately to one year from~~on the date of issuance. These options expire at dates between April 2009 and June 2117. The fair value of the options granted was $409,671 and was calculated using the Black-Scholes option pricing model using the following assumptions: Expected volatility: 254% -260% Risk free interest rate: 4.5% Expected life: 2 years Dividend yield: 0% At December 31, 2007, 750,000 options remained outstanding. On October 31, 2006, the Company issued 1,600,000 options to a director at an exercise price of $0.15 CDN vesting immediately, and a term of 10 years. The fair value of the options granted was $507,662 and was calculated using the Black-Scholes option pricing model using the following assumptions: Expected volatility: 265% Risk free interest rate: 4.5% Expected life: 2 years Dividend yield: 0%

During the year ended December 31, ~~2007, 800,000 options were exercised at $0.15CDN per share. As payment for these options,~~2008, the Company ~~reduced the amount~~sold for cash 7,000,000 shares of ~~its outstanding liability~~common stock. This stock was sold for approximately $0.04 per share for a total of $287,886, less commissions of $16,934.

The Company also issued 460,000 shares of common stock during the 2008 fiscal year for services provided by non-employees. These shares were valued at a total of $35,647 based on the closing share price on the date of issuance.

Furthermore, the Company issued 1,250,000 shares of common stock during the 2008 fiscal year to extinguish debt due to a director of the Company. These shares were valued at a total of $46,903 based on the closing share price on the date of issuance.

Page 20

OXFORD INVESTMENTS HOLDINGS INC.

Notes to ~~this director by $101,928. (See note 8.) During the year ended~~ Consolidated Financial Statements

December 31, ~~2006, 800,000 options were exercised at $0.15 CDN per share. As payment for these options, the Company reduced the amount of its outstanding liability to this director by $120,000.~~ 2009, 2008 and 2007

11.	COMMON STOCK (continued)

During the year ended December 31, 2007, the Company sold for cash 8,350,628 shares of common stock. This stock was sold for approximately $0.20 per share for a total of $1,650,503, ~~cash,~~ less commissions of $659,915. ~~Page 17~~ OXFORD INVESTMENTS HOLDINGS INC. (Formerly Oxford Software Developers, Inc.) Notes to Consolidated Financial Statements December 31, 2007, 2006 and 2005 - -------------------------------------------------------------------------------- 11. COMMON STOCK (continued) ------------

The Company also issued 842,774 shares of common stock during the 2007 fiscal year for services provided by non-employees and 2,660,000 shares of common stock were issued pursuant to the establishment of the ~~Company's~~Company’s joint venture ~~agreement.~~agreement (See note 5). These shares were valued at a total of ~~$1,666,197.~~ $1,666,197 based on the closing share price on the date of issuance.

The Company offered to issue 400,000 shares of common stock during the 2007 fiscal year to extinguish debt due to two creditors thereof and such proposal was originally accepted by the creditors. However, the creditors subsequently declined to accept the shares. These shares were valued at a total of $156,000 based on the closing share price on the date of issuance.

Furthermore, the Company issued 192,226 shares of common stock during the 2007 fiscal year to extinguish debt due to a director of the Company. These shares were valued at a total of $75,753 based on the closing share price on the date of issuance.

In addition, the Company issued 800,000 shares of common stock during the 2007 fiscal year as a result of the exercise of stock options by the option holders. These shares were valued at a total of $101,928 based on the exercise price.

12.	STOCK OPTIONS

The Company has a Stock Option Plan (the "Plan") under which it is authorized to grant options to purchase shares of common stock of the Company to directors, key personnel and consultants to the Company, its subsidiaries and affiliates. The aggregate number of shares of the Company which may be issued and sold under the Plan will not exceed 10% of the total number of shares of common stock issued and outstanding from time to time. The exercise prices of the options are based on the fair value of the Company’s common stock at the time of grant as determined by the Board of Directors.

The following table reflects the continuity of options outstanding:

	Options								Average Exercise Price
	2009			2008		2007			2009		2008		2007
Outstanding, beginning of year		1,950,000			750,000		800,000		$	0.29	$	0.59	$	0.15
Granted		-			1,200,000		750,000			-		0.10		0.59
Exercised		-			-		(800,000	)		-		-		0.15
Cancelled/expired		(250,000	)		-		-			0.71		-		-
Outstanding, end of year		1,700,000			1,950,000		750,000		$	0.23	$	0.29	$	0.59

Page 21

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2009, 2008 and 2007

12.STOCK OPTIONS (continued)

The weighted average remaining contractual life and weighted average exercise price of options outstanding and exercisable as at December 31, 2009 are as follows:

Exercise Prices	Number Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Number Exercisable		Weighted Average Exercise Price

$ 0.11		1,200,000	(i)	$	0.11		3.22		1,200,000	$	0.11
$ 0.14	250,000		(ii)	$	0.14		7.02		250,000	$	0.14
$ 0.71	-		(ii)		-		-		-		-
$ 0.90	250,000		(ii)	$	0.90		7.02		250,000	$	0.90
									1,700,000
		1,700,000		$	0.23		4.34			$	0.23

(i)

During the year ended December 31, 2008, the Company issued 400,000 options each to three directors (Total 1,200,000 options). The options have exercise price of US $0.11 (CA $0.12), and vested immediately. These options expire on March 20, 2013. The fair value of the options granted was $132,827 and was calculated using the Black-Scholes option pricing model using the following assumptions:

	Expected volatility:	212%
	Risk free interest rate:	2.36%
	Expected life:	5 years
	Dividend yield:	0%

(ii)

During the year ended December 31, 2007, the Company issued 250,000 options each to three individuals. The options have exercise price of US $0.14 (CDN $0.15), US $0.71 and US $0.90, respectively, and vested immediately. These options expire at January 2017, April 2009 and January 2017, respectively. The fair value of the options granted was $409,671 and was calculated using the Black-Scholes option pricing model using the following assumptions:

	Expected volatility:	254% - 260%
	Risk free interest rate:	4.5%
	Expected life:	2 years
	Dividend yield:	0%

(iii)

On October 31, 2006, the Company issued 1,600,000 options to a director at an exercise price of $0.15 vesting immediately, and a term of 10 years. The fair value of the options granted was $507,662 and was calculated using the Black-Scholes option pricing model using the following assumptions:

	Expected volatility:	265%
	Risk free interest rate:	4.5%
	Expected life:	2 years
	Dividend yield:	0%

Page 22

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2009, 2008 and 2007

12.STOCK OPTIONS (continued)

During the year ended December 31, ~~2006,~~2007, 800,000 options were exercised at US $0.13 (CDN $0.15) per share. As payment for these options, the Company sold for cash 3,374,832 shares of common stock. This stock was sold for $724,785 less commissions of $200,560. The Company also issued 200,000 common shares during the 2006 fiscal year for services provided by non-employees and 250,000 common shares were issued pursuant to the establishment of the Company's joint venture agreement. These shares were valued at a total of $79,353. During the year ended December 31, 2005, the Company sold for cash 365,000 shares of common stock. This stock was sold for $19,809, less commissions of $11,904. 12. RELATED PARTY TRANSACTIONS -------------------------- The Company rents space in Toronto, Canada, from a corporation controlled by a director of the Company, under a month-to-month agreement at $3,500 CDN per month. Rent expense for the year ended December 31, 2007 under this lease amounted to $35,608 (2006 and 2005 - $38,847 and $37,608, respectively). See also notes 8 and 9. Related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business. 13. INCOME (LOSS) PER SHARE ----------------------- Basic earnings (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares outstanding during the period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting these shares byreduced the amount of ~~time that they were outstanding. Diluted earnings per share is computed~~its outstanding liability to this director by dividing the net income (loss) adjusted for interest expense on convertible debt by the weighted average number of basic shares outstanding increased by the number of shares that would be outstanding assuming conversion of any stock options, warrants, and convertible debt. Diluted net income (loss) per share for the year ended December 31, 2005 is the same as basic net income (loss) per share as there were no common stock equivalents outstanding. Diluted net income (loss) per share for the two most recent years ended December 31 has not been presented as the effect would be anti-dilutive. Page 18 OXFORD INVESTMENTS HOLDINGS INC. (Formerly Oxford Software Developers, Inc.) Notes to Consolidated Financial Statements December 31, 2007, 2006 and 2005 - -------------------------------------------------------------------------------- 14. CONTINGENCIES ------------- In November 2004, a Canadian corporation filed an action against Mega Sun Inc., Celebrity Tan Inc. and an independent salesperson alleging breach of implied warranty, breach of contract, misrepresentation and sale of a defective product in connection with the sale of a tanning mist booth. The booth was manufactured by Mega Sun Inc., an entity unaffiliated with the Company or Celebrity Tan Inc., and sold to the plaintiff by Celebrity Tan Inc., through the independent salesperson. The action seeks damages in the amount of the purchase price of approximately $50,000, including interest and costs at December 31, 2006. Celebrity Tan Inc. has filed a defense in response to the claim, denying all allegations in the complaint, and has also filed a cross complaint against Mega Sun Inc. The action is currently in the pretrial stage. While Celebrity Tan Inc. will vigorously defend this matter, the outcome of the litigation is not certain at this time. No accrual for this litigation has been made in the accompanying financial statements. 15. SUBSEQUENT EVENTS ----------------- a) On March 20, 2008, the Board of Directors agreed that the directors would accept 60,000 common stock of the Company, valued at $0.05 CDN a share as consideration for directors' fees to the end of December, 2008. The directors received these shares on March 20, 2008. b) On March 20, 2008, the Board of Directors agreed that each director would be granted an option to purchase 200,000 shares of the Company at the price of $0.12 CDN each for serving as a Director in the year 2007. The options expire March 2013. c) Subsequent to December 31, 2007, the Company issued 1,975,000 common shares for a total consideration of $102,308, cash. 16. FINANCIAL INSTRUMENTS --------------------- The Company's financial instruments comprise accounts receivable, bank indebtedness and bank loan, accounts payable and accrued liabilities and loans and notes payable. In management's opinion, the fair value of these instruments approximates carrying value due to their short maturities. $101,928.

13. RELATED PARTY TRANSACTIONS

The Company rented commercial space in Toronto, Canada, beginning in 2003, with a month-to-month agreement for rent for $3,500 CDN. Rent expense for the year ended December 31, 2009 under this lease amounted to $39,936 (December 31, 2008 and 2007 – $40,022 and $35,607, respectively). Rent was paid to a corporation that is controlled by a director of the Company. As at December 31, 2009, the Company owed the corporation $42,769 (December 31, 2008 - $14,368), which is included in accounts payable and accrued liabilities.

The Company paid $125,000 (December 31, 2008 and 2007 – $125,000 and $125,000, respectively) consulting fees to a director. As at December 31, 2009, the Company owed the director $592,051 (December 31, 2008 - $492,550), which is included in accounts payable and accrued liabilities.

The Company issued 5,000,000 shares of common stock (December 31, 2008 and 2007 – 1,250,000 shares and 192,226 shares, respectively) to extinguish debt due to a director of the Company. These shares were valued at a total of $43,785 (December 31, 2008 and 2007 - $46,903 and $75,753, respectively) based on the closing share price on the date of issuance.

The Company’s related-party transactions were consummated on terms equivalent to those that prevail in arm’s length transactions.

14.	FINANCIAL INSTRUMENTS

The Company’s financial instruments comprise cash and cash equivalents, bank indebtedness, bank loan, accounts payable and accrued liabilities and loans and notes payable. In management’s opinion, the fair value of these instruments approximates carrying value due to their short maturities.

Currency Risk The Company is exposed to certain currency risks that the value of certain financial instruments will fluctuate due to changes in foreign exchange rates. Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

The Company is exposed to certain currency risks that the value of certain financial instruments will fluctuate due to changes in foreign exchange rates. Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

Interest Rate Risk

The Company is exposed to interest rate risk arising from fluctuations in interest rates on its short-term borrowings and other obligations. The ~~Company's~~Company’s borrowing and obligations loans bear interest at fixed and variable rates. Management is of the opinion that the Company is not exposed to significant interest rate risks in respect of these instruments as these resemble rates available in the current market for debt of similar terms and maturities, except for debt with related parties.