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, 2003

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

Commission file number:
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OXFORD INVESTMENTS HOLDINGS INC.
--------------------------------
(Exact name of registrant as specified in its charter)

Not Applicable
--------------
(Translation of Registrant's name into English)

Ontario, Canada
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(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.
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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.
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The number of outstanding shares of the issuer's common Stock as of December 31,
2003: 20,566,600.

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

Indicate by check mark which financial statement item the registrant has elected
to follow: Item 17 Item 18 X
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TABLE OF CONTENTS
Page
PART I
Item 1. Identity of Directors, Senior Management and Advisers *
Item 2. Offer Statistics and Expected Timetable *
Item 3. Key Information 3
Selected Financial Data 3
Risk Factors 5
Item 4. Information on the Company 9
History and Development of the Company 9
Business Overview 10
Organizational Structure 16
Property, Plants and Equipment 16
Item 5. Operating and Financial Review and Prospects 17
Operating Results 17
Liquidity and Capital Resources 20
Research and Development 20
Trend Information 21
Safe harbor 21
Item 6. Directors, Senior Management and Employees 22
Directors and Senior Management 22
Compensation of Directors and Officers 22
Board Policies 23
Employees 23
Share Ownership 23
Item 7. Major Shareholders and Related Party Transactions 24
Major Shareholders 24
Related Party Transactions 24
Item 8. Financial Information 24
Consolidated Statements and Other
Financial Information 24
Significant Changes 24
Item 9. The Offer and Listing 24
Item 10. Additional Information 25
Share Capital *
Memorandum and articles of incorporation 25
Material Contracts 25
Exchange Controls 26
Taxation 26
Dividends and paying agents *
Statements by experts *
Documents on display 31
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 14. Material Modifications to the Rights of Security Holders
and Use of Proceeds *
Item 15. Controls and Procedures 31
Item 16A. Audit Committee Financial Expert 31
Item 16B. Code of Ethics 32
Item 16C. Principal Accountant Fees and Services 32

Item 17. Financial Statements 33
Item 18. Financial Statements 33
Item 19. Exhibits 34
SIGNATURES 35
CERTIFICATIONS 36
* Omitted pursuant to General Instruction E(b) of Form 20-F.

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 period from inception on
October 13, 2000 through December 31, 2000 and for the years ended December 31,
2001, 2002 and 2003 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 Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and accompanying notes and
other financial information included elsewhere in this annual report.

From period of inception
(October 13, 2000)
through Year Ended Year Ended Year Ended Year Ended
Dec. 31, 2000 Dec. 31, 2001 Dec. 31, 2002 Dec. 31, 2003
-----------------------------------------------------------------------

Statement of Operations Data:
Total revenues $ 112,172 $ 401,793 $ 298,550 $ 439,157
Net Income/(Net Loss) (100,896) (2,117,900) (748,796) (331,127)
Basic and diluted
net loss per share - (0.01) (0.12) (0.04) (0.02)
Weighted average number of
Shares used in computing basic and
Diluted net loss per share- 13,300,000 17,152,915 19,756,999 20,005,006
Balance Sheet Data:
Cash and cash equivalents $ -- $ 508 $ 637 $ 11,745
Total current assets 121,880 107,879 48,246 147,516
Total assets 187,578 523,488 57,121 157,309
Total current liabilities 176,865 525,774 780,366 1,126,698
Total liabilities 176,865 525,774 780,366 1,126,698
Total accumulated deficit (100,896) (2,218,796) (2,967,592) (3,298,719)
Total stockholders' equity (deficit) 10,713 (2,286) (723,245) (969,389)

EXCHANGE RATES

The following table sets out the exchange rates for the conversion of Canadian
dollars into 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,
- --------------------------------------------------------------------------------
2003 2002 2001
- --------------------------------------------------------------------------------
End of Period .77 .63 .63
- --------------------------------------------------------------------------------
Average for Period .71 .63 .65
- --------------------------------------------------------------------------------
High for Period .78 .65 .67
- --------------------------------------------------------------------------------
Low for Period .64 .63 .63
- --------------------------------------------------------------------------------

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 2003 and 2004. The exchange rates used are the
closing rates as provided by the Bank of Canada.

Month High Low
- -------------------------------------
December 2003 .78 .75
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January 2004 .79 .74
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February 2004 .76 .74
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March 2004 .77 .74
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April 2004 .77 .72
- -------------------------------------
May 2004 .73 .72
- -------------------------------------
June (through June 15) .75 .73
- -------------------------------------

The exchange rate on December 31, 2003 for the conversion of United
States dollars into Canadian dollars was $1.2965 (CDN$1.00 = US$.77). As of June
15, 2004 the close rate of exchange for the conversion of United States dollars
into Canadian dollars was $1.3688 (CDN$1.00 = US$.73). The exchange rates used
are the noon buying rates in New York City for cable transfers in foreign
currencies, as certified for customs purposes by the Federal Reserve Bank of New
York.

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" 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 a Limited Operating History so It May be Difficult for You to Evaluate
Our Business 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, however in early 2003, we
expanded our operations into the lifestyle consumables market. Through our
subsidiaries Celebrity Tan Inc. and Ontario Private Water Labelling Limited, we
have entered the UV-free sunless tanning and private water labeling markets. Our
prospects must be considered in light of the risks, expenses and 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 advertiser 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
consumables market audience;
o attracting, retaining and motivating qualified personnel; and
o 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 History of Operating Losses and a Significant Accumulated
Deficit, and we May Not Maintain Revenue or Achieve Profitability in the Future.

We have not been profitable since our inception in October 2000. As of
December 31, 2003, we had an accumulated deficit of $3,298,719. 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. While we have some
revenues, 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 to Continue as a Going Concern

We face significant challenges in shifting from the development stage
to the commercialization of the products that we offer. 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 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.

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 tanning booths and
spring water private-labeling, or our failure to add new
customers;
o our ability and the ability of our customers to attract and
retain a large retail audience for our products;
o our ability to attract and retain advertisers and sponsors; o
seasonal trends in sunless tanning ;
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.

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 Enforcement of 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" 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 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
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 of Enforcement of U.S. Laws and Judgments 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 Products to Generate Most of Our
Revenue

We expect the sales of our tanning booths, tanning supplies and to a
lesser extent the sale of private-labeled spring water and sub-licensing of
World Gaming e-gaming software to constitute most of our revenue for the
foreseeable future. If customers do not purchase our products, 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 if At 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 Impacted by 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, 2003, Michael Donaghy, our sole director, indirectly
through his spouse, beneficially owned approximately 39.65% 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.

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 of 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.

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

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 Labelling
Limited incorporated under the laws of Ontario, Canada on May 28, 2003. In this
Annual Report, unless the context indicates otherwise, the term "Company" refers
to Oxford Investments Holdings Inc.

B. Business 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. The Company intends to
grow these segments of its business but are continuing to aggressively seek and
develop new business venture opportunities. The Company will maintain sales and
distribution control of its product lines once they are established in their
respective markets.

International E Gaming Developers, Inc.
- ---------------------------------------

International E Gaming Developers, Inc. ("Egaming"), is our
wholly-owned subsidiary through which we operate 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. Instead, International E Gaming
Developers, Inc. has limited its activities in the Internet gaming industry to
the delivery of software solutions to that market. However, the Company intends
to use Egaming's gaming experience to expand into the land-based casino industry
through the distribution of land-based gaming kiosk and slot machine equipment
and technology.

Gaming Business Strategy
- ------------------------

A pioneer in the Internet gaming industry, International EGaming
Developers Inc. began building and selling online gaming web sites in 1999. Even
though Egaming no longer operates an online casino, it uses its unique
combination of experience and technical expertise to continue to derive revenue
from reselling gaming software and from providing consulting and maintenance
services to the site owners. EGaming 's planned expansion into the land-based
kiosk market will exploit its extensive knowledge of the gaming industry and
benefit from the vast network of gaming contacts it has developed.

Gaming Market
- -------------

Legalized gambling is one of the fastest growing industries in the
world. The universal appeal of gambling provides a potential of huge returns to
those companies that can successfully tap into this developing market. Online
casinos have quickly increased in revenue volume, while the savings realized in
real estate, employee payroll, and operations costs make the Internet a
cost-effective distribution channel. Combined with this is the ability to offer
casino games and sports wagering to customers anywhere in the world from the
convenience of their own home. All of this makes the outlook for this enterprise
fiscally bright, with some experts forecasting that growth will continue
exponentially for at least the next few years. However, due to the uncertainty
in Internet gaming laws in various jurisdictions worldwide, particularly in the
United States there can be no assurance that the online gaming market will grow
as predicted and in fact the market may be negatively impacted if adverse laws
are enacted.

The addition of kiosk gaming systems to EGaming 's product line will
allow the Company to market to land-based gaming organizations worldwide.
Studies have shown that industry professionals overwhelmingly agree that, in the
near future, casinos will adopt coinless machines and that the ability for
operators to download new games instead of having to physically replace gaming
machines will be a huge benefit to casino operations. The Gaming Systems kiosks
to be marketed by EGaming will include these features, making them a desirable
alternative to the machine games of the past.

EGaming Product Offerings

EGaming has an agreement with World Gaming Plc, the global leader in
internet gaming software development. While Egaming itself does not participate
in online gaming, it resells World Gaming e-gaming software products to clients
wishing to participate in the potential profits of the online gambling business.

EGaming 's also intends to enter into a distribution arrangement that
allows the Company to exploit the movement toward coinless machines on gaming
floors throughout the world. The Company will move rapidly to secure a product
line recognized by gaming organizations worldwide, in order to be the kiosk of
choice for upgrading and expansion by casino operators.

Product and Company Advantages

EGaming 's long-term involvement in the online gaming industry since
its beginnings has given the Company extensive experience in building,
maintaining, and marketing casino and sportsbook products. Each gaming presence
EGaming markets is designed to be visually enticing, highly functional, and
easily managed. The company 's clients benefit from expert guidance and
direction every step of the way.

The planned kiosk product lines feature a wide selection of
smooth-working versions of casino games that gaming patrons know and understand,
with brilliant 3D graphics, full game speech and sound, transaction security,
and management reporting. User IDs and passwords remain in a database to keep
customer account information for the benefit of both the casino patron and the
operator.

The gaming kiosk systems will feature player enhancements such as an
interactive multimedia touch screen, and built-in bill acceptor designed to
accept almost any type of currency. User IDs and passwords allow players to
access their account at any kiosk whenever they desire. The gaming kiosk system
will save the player's balance, and produce a bar-coded receipt so the player
can claim his winnings to the location manager. This allows the kiosk to be
accessible 24 hours a day,7 days a week. The games themselves operate
independently within each kiosk, with transactions controlled through an
internal gaming server.

For the casino owner, the kiosks will feature fully-customizable
graphics, allowing branding of the machines for marketing and loyalty purposes.
The proprietary software is available separately from the cabinets, so owners
can upgrade, add, or delete games as they desire. Reporting tools can be
customized to suit the casino 's needs and control what will be visible on the
gaming terminal reports page for various levels of management access. Kiosks can
be monitored and managed anywhere through the Internet. Owners that have
multiple locations will be able to monitor individual accounts, separate
locations, or multiple locations simultaneously.

World Gaming Online Products

The Internet-based software and electronic commerce software products
licensed to us by World Gaming are used by sub-licensees to create "virtual
casinos." The software package transfers the "front end" information (i.e.,
playing cards, roulette wheel, dice numbers, etc.) between the user and a remote
server. The software package utilizes each user's computer to generate the
graphics of the virtual casino while the gaming server performs the "dealer"
function, generating the random numbers of playing cards, roulette numbers and
dice numbers, as applicable.

Among other things the software contains proprietary encryption
features, which allow secure transmission of data. Our software generally does
not require the transmission of graphical information over the Internet, which
eliminates the long waits which users of other software products experience
while graphics are redrawn as new hands are dealt. In addition, our proprietary
Internet software package permits our sub-licensees to offer multi-player games,
a 3D panoramic virtual casino floor and Internet browsing features and
facilitates inter-player chatting.

Enhanced technology and networks, and a flow of both improved and new
software products developed by and/or licensed from World Gaming will complement
a high level of marketing. This provides the gaming customer with the widest
diversity of gaming experiences. Venues offered range from currently available

casino games, sportsbooks and bingo, to the live horseracing paramutual web
simulcasts, international lottery ticket brokerage and other live webcast
events. We intend to make this type of diversified portfolio of gaming
experiences available to our sub-licensees and so to their customers.

EGaming Future Strategy

EGaming no longer has a license to operate its own casino but will
continue to use the resources it has developed in order to market turnkey gaming
systems for use by third-party corporations. The Company will establish
relationships with government and independent gaming organizations to get its
land-based gaming product line recognized, and promote the kiosk 's benefits in
order to make it the gaming system of choice for upgrading and expansion by
casino operators.

The company will also derive revenue from reselling WorldGaming
software to parties that want to own and operate online casino web sites.

GOVERNMENT GAMING LICENSING AND REGULATION AND RELATED RISKS

Our subsidiary EGaming although no longer an owner and operator of
online casinos, will resell World Gaming, Plc., online gaming software to
various third-party entities, which deploy such software for the purpose of
conducting interactive gaming casinos utilizing the Internet. These entities are
licensed to operate interactive casinos in the country where their gaming
equipment is physically located.

EGaming, from its offices in Antigua, provides consulting and
maintenance services to the site owners. . These entities operate their
interactive casinos from servers maintained by World Gaming through its
subsidiary Starnet Systems and located in Antigua.

A significant debate exists whether the laws of any country other than
the country where the computer gaming servers are physically located have
jurisdiction over the operations of the licensees of Starnet Systems. In
addition, a significant debate exists whether the laws of any country other than
the country where the computer gaming servers are physically located have
jurisdiction over the operations of companies, which perform services for the
licensees.

Our licensing agreement is with World Gaming Plc., which holds a gaming
license in the Country of Antigua and Barbuda. Our licensees each have the
responsibility to determine from which countries they will accept gaming
transactions and ensure that their own gaming license is maintained. All of our
licensees gaming transactions are accepted on servers located in Antigua and are
governed by the conditions of those licensees gaming licenses. No gaming
transactions are accepted or recorded by any subsidiary of the Company other
than those processed on our servers located in Antigua and licensed by the
government of Antigua and Barbuda under our subsidiary, EGaming.

Most countries and jurisdictions within countries have laws or
regulations restricting gaming activities. For example, in the United States,
the Wire Act contains provisions that make it a crime for anyone in the business
of gaming to use an interstate or international wire communication line to make
wagers or to transmit information assisting in the placing of wagers. Other
United States laws impacting gaming activities include the Interstate Horse
Racing Act, the Interstate Wagering Paraphernalia Act, the Travel Act, the
Organized Crime Control Act and the Patriot Act.

While we have been advised that e-gaming activities of Egaming do not
violate or are not subject to such laws and regulations, because there is very
little clear statutory and case law authority, this conclusion is not free from
doubt. We face the risk of either civil or criminal proceedings brought by
governmental or private litigants who disagree with our interpretation of laws
and regulations. Because there is little guiding authority, there is a risk that
we could lose such lawsuits or actions and be subject to significant damages or
civil or criminal penalties and fines. Such proceedings could also involve
substantial litigation expense, diversion of the attention of key executives,

injunctions or other prohibitions being invoked against our licensees or us and
our subsidiaries. The uncertainty surrounding regulation of the Internet gaming
could have a material adverse effect on our business, revenues, operating
results and financial condition.

Currently, the U.S. Justice Department has taken the view that all
offshore gaming funds are tainted, because all offshore gaming is illegal. This
creates a serious disincentive for non-U.S. banks to provide banking services to
Internet gaming operators, and thus negatively impacts our market of potential
licensees. MBNA, Bank of America, Chase Manhattan Bank and Citibank have
announced that they will decline authorization to Americans who try to use their
credit cards for online gaming.

We believe that if current laws or any future laws become applicable to
activities of our licensor, World Gaming, or our subsidiary that resell World
Gaming Software, such laws would have an adverse effect on our business,
revenues, operating results and financial condition

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, with the announcement of plans for other showrooms to be 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 led the Company to recently expand
its operations to include the manufacturing and development of the Celebrity Tan
UV-free mist tanning booth.

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
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.

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 22-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, develop and install 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.

Ontario Private Water Labelling Limited
- ---------------------------------------

Ontario Private Water Labelling Limited ("OPWLL"), our wholly-owned
subsidiary, specializes in bottled water distribution and sales. Through an
arrangement with an existing water-bottling company, OPWLL has set up a sales
and distribution facility through the Toronto office of the Company. The Company

is developing and branding its water products for global distribution and sales.
These corporate brands, which include the "Water Rocks " label, are being made
available for both wholesale and retail consumption. The Company is also
marketing a private label product for resellers who wish to carry store-branded
water.

The Product and Market
- ----------------------

People are increasingly using bottled water for its fresh taste,
convenience, and purity. OPLWLL 's water is obtained through a natural spring
located near Innisfil, Ontario. OPLWLL has a network of connections in the
entertainment and food service industries. By retailing the corporate brands
through these high-profile connections, the Company intends to develop
recognized brands that consumers will desire as status products.

Product and Company Advantages
- ------------------------------

The corporate brands, such as "Water Rocks(TM) ", are designed to
create appeal in specific markets. By targeting markets selectively, the various
brands will become recognized as the choice for their target groups. In April
2004, OPWLL was granted a trademark in Canada for its product name "Water
Rocks."

The Strategy
- ------------

OPWLL is branding its exclusive labels for a variety of target markets.
Through associations with the entertainment industry, the Company will market
its water product for sale at venues such as concerts, theatre performances, and
sporting events, with the ultimate goal of making its branded water a status
product available on the retail market. We will also approach both corporate and
retail clients who wish to brand their own label of water products and make
custom labeling available for promotional and charity events.

Business Strategy

Operating within the lifestyle consumables industry, we developed a
comprehensive business strategy designed to utilize our strengths and create a
sustainable competitive advantage. The rapid development of the Internet has
created opportunities to develop new, efficient and secure ways to deliver
business opportunity information and life-enhancing products to customers. We
intend to expand our market share of the UV-free tanning market, the spring
water private-labeling and branding market and become a leader in the land-based
gaming industry.

Initially, we will derive our revenue from the following sources:

o Manufacture and sale of UV-free spray tanning booths to customers and
partners;
o Sale of tanning supplies to tanning booth purchasers;
o Sale and private labeling of bottled water;
o Provision of marketing services, support maintenance and consulting
services to customers;
o Sale of gaming kiosk systems to land-based casino owners;

Specifically, our key strategic objectives are to:

o Expand and continually improve our sale of UV-free spray tanning
booths;
o Develop an integrated network of UV-free spray tanning booth locations;
o Develop our role as a leading provider of UV-free spray tanning booth,
tanning services and related products; o Expand geographically to other
markets; and
o Selectively pursue opportunities that allow us to leverage our
marketing and sale competencies into other market segments.

We will employ a variety of strategies to achieve these objectives. These
strategies include:

o Rapidly expanding our presence through our Internet web site;
o Obtaining rapid sales and increasing market penetration via the
in-house manufacture and delivery of our UV-free spray tanning booths
at a substantial discount from the cost of purchasing them from
third-party manufacturers;
o Development and promotion of a solid marketable brand image;
o Promoting our brand name and driving sales by combining traditional
offline strategies, including public relations and print, with online
marketing vehicles;
o Negotiating strategic partnerships with relevant partners and expanding
into foreign markets; and
o Accessing our customer base to generate a rapidly growing and
potentially fertile source for marketing and promotional activities.

Sales And Marketing

The Company customizes its sales and marketing strategy according to
individual customers' geographic regions and based on the market segment. For
example, through Ontario Private Water Labelling Limited, the Company intends to
approach corporate and retail entities that wish to insert their own labels and
use the water as promotional or marketing tools. Additionally, the Company
intends to market its own line of bottled spring water to sell at concerts,
sporting events, and other venues.

With respect to Celebrity Tan, the Company has set up show-room
facilities and intends to set up more show-room type facilities to provide a
model for potential customers to experience the UV-free tanning process first
hand.

The Company employs experienced personnel who maintain ongoing contact
with its customers and respond to customers' needs promptly and effectively.

C. Organizational Structure

OXFORD INVESTMENTS HOLDINGS INC
--------------------
|
|
------------------------------------------------------------
| | |
| | |
- ---------------------- -------------- -----------------------------
INTERNATIONAL EGAMING CELEBRITY TAN ONTARIO PRIVATE
DEVELOPERS, INC. (100%) INC. (100%) WATER LABELLING LIMITED 100%)
- ---------------------- -------------- -----------------------------

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 registered office and principal
executive offices of our Antigua subsidiary are located at No. 6 Temple Street,
St. John's, Antigua, at our Antigua counsel's office, without any lease or
charge.

We lease 2000 square feet of office space at 1033 Toy Avenue, Unit 2,
Pickering, Ontario, Canada from an unaffiliated party. The office space provides
us with the necessary office and development space. The term of the lease is
three years beginning December 1, 2003, with rent of $1,443 per month. .

We occupy the office space at No. 6 Temple Street, St. John's Antigua,
without lease or charge, from our Antigua counsel. The office space provides us
with the necessary office and development space.

Item 5. Operating and Financial Review and Prospects

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.

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

Sources of Revenue
- ------------------
Our product revenue consists of UV free Tanning Booths and related
supplies, bottled water and bottled water private labeling, software sub-license
fees and web site customization fees. Our services revenue include amounts
derived from hosting fees, royalties and revenue sharing arrangements on
e-commerce transactions.

Revenue Recognition
- -------------------
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. 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.

Pursuant to our agreement with World Gaming, we are required to pay a
monthly royalty fee of 20% based on net monthly revenues.

Current Sources Of 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 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.

Web Site Customization Fees
---------------------------
Our existing customers require us to maintain their software platform
as part of the purchase of an e-gaming web site. Revenues from web site
customization fees are recognized as sold to third parties. The web maintainence
fees are deferred and recognized over a twelve-month period.

Royalties/Marketing
-------------------
We earn monthly royalties and advertising revenue from casino
operations of sub-licensees that license World Gaming software. Revenue from
casino operations, marketing and royalties are recognized monthly as earned.

A. Operating Results

The following is management's discussion and analysis of our financial
condition and results of its operations for the fiscal years ended December 31,
2001, 2002 and 2003. 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, 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 from increased royalties from our e-gaming
customers. Sales from tanning booths and related products accounted for 13% of
our revenue and royalties from e-gaming activities accounted for 62% of revenue.

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 used $7,108 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 $206,096 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.

Fiscal Year Ended December 31, 2002
- ------------------------------------

Revenues
--------
For the fiscal year ended December 31, 2002, we reported a net loss of
$748,796 or $0.04 per share. Revenues amounted to $298,550, of which $171,551
was from the sale of software licenses and casino operations, $112,776 was from
advertising and marketing and $8,223 was from royalties from e-gaming
activities.

Cost of Revenues
----------------
Cost of revenues amounted to $70,752 for the same period and consisted
principally of casino operations ($62,850) and gaming license expenses ($7,902).

Selling, General and Administrative Expense
-------------------------------------------
Selling, general and administrative expense ("SG&A") amounted to
$641,249 and consisted principally of consulting fees ($152,413), professional
fees (comprised of accounting, audit and legal) ($191,743) other administrative
and communication expenses ($297,093).

SG&A expenses were due to our increased corporate activity, business
development, sub-licensee acquisition, promotion and marketing. Professional
accounting and legal expenses were attributable to our efforts to register as a
public company with the Securities & Exchange Commission.

Financial Condition, Liquidity and Capital Resources
----------------------------------------------------
At December 31, 2002, the Company had total current assets of $48,246
consisting principally of cash and cash equivalents of $637, receivables of
$15,793 and prepaid license fees of 30,949.

Operations used $185,653 for the fiscal year ended December 31, 2002.
Funds used in operations primarily relate to professional fees regarding the
registering of the company with the Securities and Exchange Commission.

Investing activities used $3,617 for the fiscal year ended December 31,
2002, funds used in investing activities consisted of purchases of equipment.

Financing activities provided $188,300 for the fiscal year ended
December 31, 2002. Funds provided by financing activities were from loans made
to the Company from related parties and from the sale of 17,000 shares of common
stock.

We had no long-term debt at December 31, 2002.

Fiscal Year Ended December 31, 2001
- -----------------------------------

Revenues
--------
For the fiscal year ended December 31, 2001, we reported a net loss of
($2,117,900) or ($0.12) per share. Revenues amounted to $401,793, of which
$239,283 was from the sale of software licenses and casino operations, $95,475
was from advertising, $50,352 was from royalties from e-gaming activities and
$16,683 was from the sale of domain names.

Cost of Revenues
----------------
Cost of revenues amounted to $502,740 for the same period and consisted
principally of casino operations ($241,718) software amortization and expenses
($55,785), commissions ($109,904) and gaming license amortization ($95,333).

Selling, General and Administrative Expense
-------------------------------------------
Selling, general and administrative expense ("SG&A") amounted to
$2,016,953 and consisted principally of consulting fees ($1,626,767),
professional fees (comprised of accounting, audit and legal) ($187,725) other
administrative and communication expenses ($202,461).

Financial Condition, Liquidity and Capital Resources
----------------------------------------------------
At December 31, 2001, the Company had total current assets of $107,879
consisting principally of cash and cash equivalents of $508, receivables of
$76,639 and prepaid license fees of $35,732.

Operations used $125,802 for the fiscal year ended December 31, 2001.
Funds used in operations primarily relate to professional fees regarding the
registering of the company with the Securities and Exchange Commission.

Investing activities used $73,494 for the fiscal year ended December
31, 2001, funds used in investing activities consisted of purchases of software
licenses to support operations.

Financing activities provided $280,149 for the fiscal year ended
December 31, 2001. Funds provided by financing activities were from the sale of
1,724,666 shares of our common stock.

We had no long-term debt at December 31, 2001.

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).

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 used $7,108 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.

We had no long-term debt at December 31, 2003.

Fiscal Year Ended December 31, 2002
- ------------------------------------

Revenues
- --------
For the fiscal year ended December 31, 2002, we reported a net loss of
$748,796 or $0.04 per share. Revenues amounted to $298,550, of which $171,551
was from the sale of software licenses and casino operations, $112,776 was from
advertising and marketing and $8,223 was from royalties from e-gaming
activities.

Cost of Revenues
- ----------------
Cost of revenues amounted to $70,752 for the same period and consisted
principally of casino operations ($62,850) and gaming license expenses ($7,902).

Selling, General and Administrative Expense
- -------------------------------------------
Selling, general and administrative expense ("SG&A") amounted to
$641,249 and consisted principally of consulting fees ($152,413), professional
fees (comprised of accounting, audit and legal) ($191,743) other administrative
and communication expenses ($297,093).

Financial Condition, Liquidity and Capital Resources
- ----------------------------------------------------
At December 31, 2002, the Company had total current assets of $48,246
consisting principally of cash and cash equivalents of $637, receivables of
$15,793 and prepaid license fees of 30,949.

Investing activities used $3,617 for the fiscal year ended December 31,
2002, funds used in investing activities consisted of purchases of equipment.

We had no long-term debt at December 31, 2002.

B. Liquidity and Capital Resources

The Company will require additional liquidity over the next 12 months.
Even though the Company partially funds its operations through revenues from the
sale of its products, the Company will also require both internal and external
sources of liquidity.

To provide working capital for its operations and project development,
the Company may 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,
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, 2004, the Company believes that it will
need approximately CAD$360,000 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 2004 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 2004, 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.

On January 25, 2001, the Company entered into a software licensing
agreement with World Gaming and also paid World Gaming a one-time,
non-refundable software development fee for its own virtual casino. Pursuant to
the agreement with World Gaming, the Company is required to pay a monthly
royalty fee of 20% based on net monthly revenues. According to the agreement,
15% of the net monthly casino revenues must be spent on advertising and
marketing per month. The term of the license agreement is for one year with
automatic one-year extensions. The license allows the Company to resell World
Gaming software.

In January, 2004 the Company's subsidiary Ontario Private Water
Labelling Limited was granted a trademark in Canada for its product name "Water
Rocks(TM)."

In the fiscal years 2003, 2002 and 2001, the Company did not have any
research, development or patent expenses.

D. 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 online gaming transactions globally and the
market audience for our UV free tanning and spring water distribution 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.

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. Advertising on the Internet directs consumers go to
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 sales and revenues. See "Forward Looking Information," below.

The Economy

We believe that significant opportunities exist in the economy in the
lifestyle enrichment and consumables market, including gaming activities, UV
free tanning services and products and spring water branding, distribution and
sales. Specifically, we believe that our UV-free tanning booths and product
sales will increase as our brand name becomes more entrenched in the market and
as we focus on developing more partner distribution channels. In addition, we
anticipate that our gaming purchases and activity will continue to increase as
we focus on providing a wide variety of gaming opportunities. We expect such
increases to occur primarily as a result of a marketing plan and the development
of relationships with various land-based casinos. We expect to grow sales of our
Water Rocks(TM) through associations with the entertainment industry. The
Company will market its water product for sale at venues such as concerts,
theatre performances, and sporting events, with the ultimate goal of making its
branded water a status product available on the retail market.

G. Safe harbor (Forward Looking Information)

We are projecting positive cash flow.

We are projecting positive cash flow for the fiscal year ending
December 31, 2004, but anticipate increased expenses. 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 costs

We are in the emerging 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 three lines of business through
expanding our customer base and improving functionalities based on customer
needs, requests and requirements. In the event that we target an appropriate
acquisition or licensing candidate, which we currently have not, 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. 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 sole director and officer as of December 31, 2003, and his business
experience:

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

Michael Donaghy, President. Mr. Donaghy, age 42, has been our
President, 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.

B. Compensation. Mr. Donaghy received a salary of $6,800 during the
fiscal period ended December 31, 2000, $78,500 for the fiscal year ended
December 31, 2001, $125,000 for the fiscal year ended December 31, 2002 and
$125,000 for the fiscal year ended December 31, 2003, as the Company's President
and Chief Executive Officer. No other compensation was paid to 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 aggregate cash compensation paid for
the past fiscal year.

SUMMARY COMPENSATION TABLE

Long Term Compensation

Annual Compensation Awards Payouts

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

Michael Donaghy 2003 $125,000 -- -- -- -- --
Director and
President & Chief
Executive Officer

C. Board Practices. While not required, the Company's director is a
resident of Canada and holds office until the 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 will. The Company has no
contracts with any of its Directors that provide for payments upon termination.
With only one director on the Board, the Company does not have separate audit or
compensation committees.

D. Employees. As of December 31, 2003, we had a total of fourteen (14)
employees (eleven (11) full-time and three (3) 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.

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,
2004.

Name and Address of Position with the Number of Shares
Beneficial Owner (1) Company Owned Percent
- -------------------- ---------------- ---------------- -------
Michael Donaghy (2) Chief Executive Officer 8,300,000 39.65%

Victor DeLaet N/A 1,289,500 6.16%

CEDE & Co. N/A 1,080,327 5.16%
P.O. Box 222
Bowling Green Station
New York, NY 10274

All Officers and Directors 8,300,000 39.65%
as a Group
(1 Person)

(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 these shares indirectly through his spouse.

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 common stock other than those disclosed in
Item 6.E. above.

B. Related party transactions. As of June 15, 2004, the Company owed
officers, directors and stockholders $398,629 and $415,027, respectively, for
cash advances, consulting fees and expenses paid on behalf of the Company. These
related party loans are uncollateralized, non-interest bearing and due on
demand.

Approximately 33% of the Company's Egaming customers are represented by
one entity, which is owned and operated by a stockholder of the Company. This
related party currently has no accounts receivables included in these financial
statements but had $497,000 of the contracts in place in 2001. In 2002, the
majority of the casino websites were closed down or taken over by the Company.

During November 2000, we issued to Mr. Donaghy 8,400,000 shares of
common stock at $0.0009 per share in exchange for office equipment with a
historical cost of $3,472 and expenses valued at $3,992, which represents his
historical cost.

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. In May 2003, the Company entered into two
initiatives to further diversify 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. .

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

As of December 31, 2003, no active market within or outside the United
States existed for our common stock. Effective May 5, 2004 the Company's common
shares are listed in the United States on the National Association of Securities
Dealers OTC Bulletin Board, under the symbol OXIHF.

The high and low prices expressed in United States dollars quoted on
the OTC Bulletin Board for the last two months are as follows:

OTC Bulletin Board
(United States Dollars)

Period
High Low

June 2004 0.55 0.30
May 2004 0.25 0.10

Item 10. Additional Information

A. Share Capital.

Not Applicable

B. Memorandum and articles of incorporation.

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

C. Material contracts.

On January 25, 2001, the Company entered into a software licensing
agreement with World Gaming and also paid World Gaming a one-time,
non-refundable software development fee of $100,000 for its own virtual casino.
Pursuant to the agreement with World Gaming, the Company is required to pay a
monthly royalty fee of 20% based on net monthly revenues. According to the
agreement, a minimum of 15% of the previous month's net monthly casino revenues
must be spent on advertising and marketing per month. The term of the license
agreement is for one year with automatic indefinite one-year extensions. The
World Gaming license allows the Company to assign sub-licenses.

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

The Company entered into a three -year 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. 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" which includes, (i) failure by Mr. Donaghy to perform his
duties in accordance with the employment agreement; (ii) Mr. 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 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.

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" of the Company by a "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" 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 common shares who deals at 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 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.

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 for 1999, 2000 and 2001, 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 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", 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
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
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). 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 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 30% (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
- ------------------
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 "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.

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 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
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. 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, 2003 and does not believe that it will be a PFIC for the fiscal
year ending December 31, 2004. 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.

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).

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

Based on the evaluation of the Company's disclosure controls and
procedures in the 90 days prior to the date of this report, the Company's chief
executive officer/ chief financial officer has determined that such controls and
procedures were reasonably designed to ensure that information required to be
disclosed by the Company in reports it files or submits under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission.

There are inherent limitations to the effectiveness of any system of
disclosure controls and procedures, including the possibility of human error and
the circumvention or overriding of such controls and procedures. Accordingly,
even effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives.

Changes in Internal Controls

No significant change has occurred in the Company's internal controls
or in other factors since the date of the evaluation that could significantly
affect these controls, nor have there been any corrective actions with regard to
significant deficiencies and material weaknesses in the Company's internal
controls.

Item 16A. Audit Committee Financial Expert

Since the Company has only one member on its Board of Directors, the
Company does not yet have an audit committee and therefore does not have an
"audit committee financial expert." The Board is currently endeavoring to
increase the members of its Board and establish an audit committee with such a
candidate and intends to as soon as an appropriate individual is found.

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 the following fees to Williams and Webster, P.S.
during the last two fiscal years:

2002 2003

Audit fees $ 42,719.00 $ 23,865.00
Other Fees 11,259.00 5,355.00
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

Since the Company does not yet have an audit committee, the Board
approves in advance all audit services and all non-audit services provided by
the independent auditors based 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.

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. Financial Statements

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

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

Oxford Investments Holdings Inc. Sequential
Consolidated Financial Statements Page Number
- --------------------------------- -----------
Auditors' Report .......................................................F-1
Consolidated Balance Sheet as at December 31, 2001, December 31, 2002
and December 31, 2003 ......................................................F-2
Consolidated Statements of Operations for the years ended December 31, 2001,
December 31, 2002 and December 31, 2003.....................................F-3
Statement of Stockholders Equity for the year ended, December 31, 2001,
December 31, 2002 and December 31, 2003.....................................F-5
Consolidated Statements of Cash Flows for the year ended
December 31, 2001, December 31, 2002 and December 31, 2003 .................F-6
Notes to Consolidated Financial Statements...................................F-7

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
- ----------- -----------

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...........................*
8.1 List of Subsidiaries.....................................................*
23.1 Consent of Williams & Webster, P.S., Certified Public Accountants.........

31.1 Certification by Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.........................
31.2 Certification by Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002...........................
32.1 Certificate of Chief Executive
Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.............................................
32.2 Certificate of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.............................................

* Incorporated by reference from the Company's annual report on Form
20-F filed on June 28, 2002.

Financial Statement Schedules

None.

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: July 15, 2004 By: /S/Michael Donaghy
------------------------------
Michael Donaghy, President/
Chief Executive Officer

Board of Directors
Oxford Investments Holdings Inc.
North York, Ontario
CANADA

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying consolidated balance sheets of Oxford
Investments Holdings Inc., formerly Oxford Software Developers Inc., (an Ontario
corporation) as of December 31, 2003, 2002, and 2001, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards established by the
Public Company Accounting Oversight Board. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
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 a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Oxford Investments Holdings
Inc., as of December 31, 2003, 2002, and 2001, and the related statements of
operations, stockholders' equity (deficit) and 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 that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has generated insufficient revenue to cover
expenses and therefore has suffered recurring losses from operations resulting
in an accumulated deficit of $3,298,719, at December 31, 2003. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans regarding this issue are also discussed in Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

/s/Williams & Webster, P.S.
- ---------------------------
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
June 30, 2004

F-1

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------

December 31, December 31, December 31,
2003 2002 2001
----------- ----------- -----------

ASSETS

CURRENT ASSETS
Cash $ 11,745 $ 637 $ 508
Accounts receivable 1,306 15,793 68,904
GST Receivable 2,415 --
Inventory 43,977 -- --
Loan receivable, related party -- 867 2,735
Prepaid expenses 88,073 30,949 35,732
------------ ------------ ------------
Total Current Assets 147,516 48,246 107,879
------------ ------------ ------------

PROPERTY, PLANT AND EQUIPMENT
Office equipment 24,216 18,615 14,998
Accumulated depreciation (15,696) (10,692) (4,731)
------------ ------------ ------------
Total Property, Plant and Equipment 8,520 7,923 10,267
------------ ------------ ------------

OTHER ASSETS
Software, net of amortization 1,273 952 405,342
------------ ------------ ------------
Total Other Assets 1,273 952 405,342
------------ ------------ ------------

TOTAL ASSETS $ 157,309 $ 57,121 $ 523,488
============ ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable $ 512,915 $ 289,191 $ 228,411
Payroll liabilities 47,625 47,813 --
Accrued liabilities 1,931 --
Checks written in excess of bank funds -- 8,478 3,673
Deferred revenue 462 3,130 13,312
Note payable 19,318 15,860 15,718
Loans payable, related party 544,447 415,894 210,900
------------ ------------ ------------
Total Current Liabilities 1,126,698 780,366 525,774
------------ ------------ ------------

COMMITMENTS AND CONTINGENCIES -- -- --
------------ ------------ ------------

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, no par value; unlimited shares authorized, 20,566,600
and 19,770,100 shares issued and outstanding, respectively 2,581,164 2,321,614 2,304,614
Subscriptions receivable -- -- (7,759)
Accumulated deficit (3,298,719) (2,967,592) (2,218,796)
Accumulated other comprehensive loss (251,834) (77,267) (80,345)
------------ ------------ ------------
Total Stockholders' Equity (Deficit) (969,389) (723,245) (2,286)
------------ ------------ ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 157,309 $ 57,121 $ 523,488

F-2

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

Years Ended December 31,
--------------------------------------------
2003 2002 2001
------------ ------------ ------------

REVENUES
Revenues
Licenses $ 96,600 $ 177,551 $ 76,773
Services 284,023 120,999 255,970
Product 58,534 -- --
------------ ------------ ------------
Total Revenues 439,157 298,550 332,743

Revenues from related party
Services -- -- 69,050
------------ ------------ ------------
Total revenues from related party -- -- 69,050
------------ ------------ ------------
Total Revenues 439,157 298,550 401,793
------------ ------------ ------------

COST OF REVENUES
Licenses 70,976 42,077 105,298
Services 209,345 28,675 397,442
Product 41,067 -- --
------------ ------------ ------------
Total Cost of Revenues 321,388 70,752 502,740
------------ ------------ ------------

GROSS PROFIT 117,769 227,798 (100,947)
------------ ------------ ------------

SELLING EXPENSES
Advertising and marketing 49,614 16,642 29,104
Consulting 7,115 9,765 128,480
Communications 14,399 16,111 20,578
Travel 4,044 4,245 13,713
------------ ------------ ------------
Total Selling Expenses 75,172 46,763 191,875
------------ ------------ ------------

GENERAL AND ADMINISTRATIVE EXPENSES
Bad debt -- 40,033 --
Consulting 119,946 152,413 1,498,287
Depreciation 2,504 5,945 4,548
Rent 38,086 15,217 12,205
Office expenses 7,401 12,669 17,947
Legal fees 34,728 159,066 153,225
Payroll 74,854 131,276 67,744
Taxes 5,053 36,716 24,761
Other administrative 31,765 8,474 11,861
Professional expense 39,178 32,677 34,500
------------ ------------ ------------
Total General and Administrative Expenses 353,515 594,486 1,825,078
------------ ------------ ------------

LOSS FROM OPERATIONS (310,918) (413,451) (2,117,900)

OTHER INCOME (EXPENSES)
Interest expense (20,209) (5,433) --
Loss on impairment of software -- (409,886) --
Debt forgiveness -- 79,974 --
------------ ------------ ------------
Total Other Income (Expenses) (20,209) (335,345) --
------------ ------------ ------------

LOSS BEFORE INCOME TAXES (331,127) (748,796) (2,117,900)

PROVISION FOR INCOME TAXES -- -- --
------------ ------------ ------------

NET LOSS (331,127) (748,796) (2,117,900)

OTHER COMPREHENSIVE GAIN (LOSS)
Foreign currency translation gain (loss) (174,567) 3,078 (80,345)
------------ ------------ ------------

COMPREHENSIVE LOSS $ (505,694) $ (745,718) $ (2,198,245)
============ ============ ============

BASIC AND DILUTED NET LOSS
PER COMMON SHARE $ (0.02) $ (0.04) $ (0.12)
============ ============ ============

WEIGHTED AVERAGE NUMBER OF BASIC AND
DILUTED COMMON SHARES OUTSTANDING 20,005,006 19,756,999 17,152,915
============ ============ ============

F-3

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
- --------------------------------------------------------------------------------

Common Stock Accumulated
-------------------------- Other
Number Subscriptions
of Shares Amount Receivable
----------- ----------- -----------

Balance, January 1, 2001 13,300,000 $ 111,609 $ --

Stock issued in May 2001 for cash and subscription
receivable at an average price of $0.1621,724,666 279,744 (97,759) --
per share

Stock issued in May 2001 in payment of expenses
at an average price of $0.42 per share 3,728,434 1,552,665 --

Stock issued in May 2001 in exchange for assets
at an average price of $0.34 per share 1,000,000 336,596 --

Payment of subscriptions receivable -- -- 70,000

Payment of subscriptions receivable via customers' -- -- 20,000
deposits at a price of $0.50 per share

Transfer of shares by an officer directly to a third party
for conversion of an outstanding liability at a
price of $0.50 per share -- 24,000 --

Other comprehensive loss -- -- --

Net loss for the year ending December 31, 2001 -- -- --
----------- ----------- -----------

Balance, January 1, 2002 19,753,100 2,304,614 (7,759)

Stock issued for $1.00 per share 17,000 17,000 --

Payment of subscriptions receivable -- -- 7,759

Other comprehensive income -- -- --

Net loss for the year ending December 31, 2002 -- -- --
----------- ----------- -----------

Balance, December 31, 2002 19,770,100 2,321,614 --

Stock issued for approximately $0.77 per share, net
of expenses of $355,905 796,500 259,550 --

Other comprehensive loss -- -- --

Net loss for the year ending December 31, 2003 -- -- --
----------- ----------- -----------

Balance, December 31, 2003 $20,566,600 $ 2,581,164 --
=========== =========== ===========

F-4

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)-Continued
- --------------------------------------------------------------------------------

Comprehensive Accumulated
Income/Loss (Deficit) Total
----------- ----------- -----------

Balance, January 1, 2001 $ -- $ (100,896) $ 10,713

Stock issued in May 2001 for cash and subscription
receivable at an average price of $0.1621,724,666 -- 181,985
per share

Stock issued in May 2001 in payment of expenses
at an average price of $0.42 per share -- -- 1,552,665

Stock issued in May 2001 in exchange for assets
at an average price of $0.34 per share -- -- 336,596

Payment of subscriptions receivable -- -- 70,000

Payment of subscriptions receivable via customers' -- -- 20,000
deposits at a price of $0.50 per share

Transfer of shares by an officer directly to a third party
for conversion of an outstanding liability at a
price of $0.50 per share -- -- 24,000

Other comprehensive loss (80,345) -- (80,345)

Net loss for the year ending December 31, 2001 -- (2,117,900) (2,117,900)
----------- ----------- -----------

Balance, January 1, 2002 (80,345) (2,218,796) (2,286)

Stock issued for $1.00 per share -- -- 17,000

Payment of subscriptions receivable -- -- 7,759

Other comprehensive income 3,078 -- 3,078

Net loss for the year ending December 31, 2002 -- (748,796) (748,796)
----------- ----------- -----------

Balance, December 31, 2002 (77,267) (2,967,592) (723,245)

Stock issued for approximately $0.77 per share, net
of expenses of $355,905 -- -- 259,550

Other comprehensive loss (174,567) -- (174,567)

Net loss for the year ending December 31, 2003 -- (331,127) (331,127)
----------- ----------- -----------

Balance, December 31, 2003 $ (251,834) $(3,298,719) $ (969,389)
=========== =========== ===========

F-5

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------

Years Ended December 31,
-----------------------------------------
2003 2002 2001
----------- ----------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (331,127) $ (748,796) $(2,117,900)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and amortization expense 2,504 5,945 60,179
Loss on impairment of software -- 409,886 --
Debt forgiveness -- (79,974) --
Stock issued in payment of expenses -- -- 1,552,665
Conversion of a liability to equity
due to transfer of shares from an officer -- -- 24,000
Stock issued in payment of expenses -- -- 20,000
Change in assets and liabilities:
Accounts receivable 14,487 53,111 (52,558)
GST receivable (2,415) --
Related party loan 867 1,868 (652)
Prepaid expenses (57,124) 4,783 67,719
Inventory (43,977) --
Accounts payable 223,724 140,754 185,095
Payroll liabilities (188) 47,813 --
Accrued expenses 1,931 --
Notes payable 3,458 142 (40,506)
Payable to related party 191,897 37,952 135,149
Deferred revenue (2,668) (10,182) (9,147)
Customer deposits -- (53,760) 53,760
----------- ----------- -----------
Net cash used by operating activities 1,369 (190,458) (122,196)
----------- ----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (1,542) (3,617) (1,588)
Purchase of software (142) -- (71,906)
----------- ----------- -----------
Net cash used by investing activities (1,684) (3,617) (73,494)
----------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Checks written in excess of bank funds (8,478) 4,805 (3,606)
Proceeds from sales of common stock 259,550 17,000 181,985
Proceeds from stock subscriptions -- 7,759 70,000
Proceeds from related party loans -- 198,524 118,051
Payments on related party loans (63,345) (34,983) (89,887)
----------- ----------- -----------
Net cash provided by financing activities 187,727 193,105 276,543
----------- ----------- -----------

Net decrease in cash and cash equivalents 187,412 (970) 80,853

Foreign currency translation gain (loss) (176,304) 1,099 (80,345)

Cash and cash equivalents beginning of period 637 508 --
----------- ----------- -----------

Cash and cash equivalents at end of period $ 11,745 $ 637 $ 508
----------- =========== ===========

SUPPLEMENTAL CASH FLOW DISCLOSURES:
Income taxes paid $ -- $ -- $ --
=========== =========== ===========
Interest paid $ -- $ -- $ 5,169
=========== =========== ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued in exchange for assets $ -- $ -- $ 336,596
Stock issued in payment of expenses $ -- $ -- $ 1,552,665
Stock subscriptions paid by customer deposits $ -- $ -- $ 20,000
Stock issued for subscriptions $ -- $ -- $ 97,759

F-6

OXFORD INVESTMENTS HOLDINGS INC.
(Formerly Oxford Software Developers, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
- --------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Oxford Investments Holdings Inc. (formerly, International E Gaming Developers
Ltd.)(hereinafter "the Company") was originally incorporated 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 changed its name to
Oxford Investments Holdings Inc. on December 18, 2003. The Company's fiscal
year-end is December 31.

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. 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 (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 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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Oxford Software Developers
Inc. is presented to assist in understanding the Company's financial statements.
The financial statements and notes are representations of the Company's
management, which is responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in the
United States of America, and have been consistently applied in the preparation
of the financial statements.

Principles of Consolidation
- ---------------------------
The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant inter-company transactions and balances have
been eliminated in consolidation. See Note 3 on Company subsidiaries.

Accounting Method
- -----------------
The Company's financial statements are prepared using the accrual method of
accounting.

Cash and Cash Equivalents
- -------------------------
For purposes of its statement of cash flows, the Company considers all bank
accounts, certificates of deposit, money market accounts and short-term debt
securities purchased with a maturity of three months or less to be cash
equivalents.

F-7

Advertising and Marketing Expenses
- ----------------------------------
Advertising and marketing fees are charged to operations in the year incurred.
Advertising and marketing expenses were $49,614 and $16,645 for years ended
December 31, 2003 and 2002, respectively.

Use of Estimates
- ----------------
The process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.

Going Concern
- -------------
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.

As shown in the accompanying financial statements, the Company incurred a net
loss of $331,127 in the year ended December 31, 2003 and has recurring losses
from operations. The Company is currently putting licenses and technology in
place that will, if successful, mitigate these factors that raise substantial
doubt about the Company's ability to continue as a going concern. For the
twelve-month period subsequent to December 31, 2003, the Company anticipates
that its minimum cash requirements to continue as a going concern will be less
than $350,000. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.

Management plans to seek additional capital from new equity securities issuances
which would provide funds needed to increase liquidity, fund internal growth and
fully implement its business plan.

Management also believes that new opportunities in the lifestyles consumables
market for bottled water and UV-free tanning booths and supplies will provide
positive cash flow in the future. See Note 3 on Company Subsidiaries.

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 as of December 31, 2003 and 2002.

During the year ended December 31, 2002, the Company determined that an
impairment of accounts receivable had occurred and therefore recognized a bad
debt expense of $40,033 in the accompanying financial statements. The Company
determined that there has been no further impairment of receivables at December
31, 2003.

F-8

Provision for Taxes
- -------------------
Income taxes are provided based upon the liability method of accounting pursuant
to Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes." Under this approach, deferred income taxes are recorded to reflect the
tax consequences in future years of differences between the tax basis of assets
and liabilities and their financial reporting amounts at each year-end. 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.

At December 31, 2003, 2002, and 2001, the Company had net deferred tax assets,
calculated at an expected rate of 44%, of approximately $780,000. $640,000, and
$260,000, respectively, principally arising from net operating loss
carryforwards for income tax purposes. As management of the Company cannot
determine that it is more likely than not that the Company will realize the
benefit of the net deferred tax asset, a valuation allowance equal to the net
deferred tax asset was recorded at December 31, 2003, 2002, and 2001. The
significant components of the deferred tax asset at December 31, 2003, 2002 and
2001 were as follows:

December31, December31, December31,
2003 2003 2001
----------- ----------- -----------

Net operating loss carryforward $ 1,790,000 $ 1,460,000 $ 603,000
=========== =========== ===========

Deferred tax asset $ 780,000 $ 600,000 $ 260,000
Deferred tax asset valuation allowance $ (780,000) $ (600,000) $ (260,000)

At December 31, 2003, the Company has net operating loss carryforwards of
approximately $1,790,000. The Company recognized approximately $1,458,000 of
losses from issuance of restricted common stock and stock options for services
in prior fiscal years, which are not deductible for tax purposes and are not
included in the above calculation of deferred tax assets. The change in the
allowance account from December 31, 2001 to December 31,2002 was $340,000 and
the change in the allowance account from December 31, 2002 to December 31, 2003
was $180,000.

Impaired Asset Policy
- ---------------------
In complying with the Financial Accounting Standards Board Statement titled
"Accounting for Impairment of Long-lived Assets," the Company reviews its
long-lived assets quarterly to determine if any events or changes in
circumstances have transpired which indicate that the carrying value of its
assets may not be recoverable. The Company determines impairment by comparing
the undiscounted future cash flows estimated to be generated by its assets to
their respective carrying amounts. During the year ended December 31, 2002, the
Company determined its software, which had a book value of $409,886, was fully
impaired. There were no additional impairments during 2003.

F-9

Inventories
- -----------
Inventories are stated at the lower of cost or market on a first-in, first-out
basis.

Compensated Absences
- --------------------
Employees of the Company are entitled to paid vacation. The vacation pay is
equal to 4% of an employee's gross payroll. The Company has accrued $3,175 in
vacation pay at December 31, 2003.

Fair Value of Financial Instruments
- -----------------------------------
The carrying amounts for cash, prepaid expenses, receivables, payables, and
notes payable approximate their fair value.

Revenue Recognition and Deferred Revenue
- ----------------------------------------
Revenue is recognized when there is persuasive evidence of an arrangement, when
delivery has occurred, when there is a fixed or determinable fee and when
collectiblility is probable. 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.

When contracts contain multiple elements, the fee is allocated to the various
components based on objective evidence of fair value, which includes the price
charged as if the element was sold separately. Accordingly, contracts may
contain customization, web hosting, licensing and marketing fees as described
and valued below.

One of the Company's original contracts was a premium contract which included
$25,000 for annual marketing and support offered to the original premium
holders. That amount was considered by the Company to be deferred revenue and
was recorded as such and the amount will be amortized over the service period of
one year. This level of service is no longer available.

Revenues from customization fees are recognized as sold to third parties. Web
hosting and annual licensing fees are deferred and recognized throughout the
first year of operation. Revenue from the sale of software sub-licenses to the
Company's related reseller is recognized upon sell through to the unrelated
third parties. Revenue from casino operations, advertising and royalties is
recognized monthly as earned.

At December 31, 2001, the Company had contracts in place totaling approximately
$827,000 which are not reflected in the financial statements because the
contract fee was not considered fixed and determinable due to payment terms
based on revenue generated by the customer. A total of $497,000 of these
contracts in place are attributable to a related party. See Note 7. Contracts in
place represent affiliate sub-license contracts with payment terms linked to the
activity generated on the virtual casinos. As these contracts are collected,
revenue will be reflected in the financial statements.

F-10

During the year ended December 31, 2003, the majority of the casinos involved in
previous Company contracts were no longer operating or had been taken over by
the Company. These entities have no balance owing to the Company.

Functional Currency/Reporting Currency
- --------------------------------------
Although the parent company's functional currency is the Canadian dollar, the
Company's active operating subsidiary conducts business in United States
dollars. Therefore, the Company's reporting currency is the United States
dollar.

Foreign Currency Translation Policy
- -----------------------------------
All transactions in currencies other than the United States dollar during the
year are translated at average exchange rates for the period. Monetary assets
and liabilities denominated in a foreign currency are translated at the
prevailing year-end rates of exchange. Exchange gains or losses are included in
the consolidated statements of income (loss) and retained earnings.

For foreign subsidiaries whose functional currency is the local foreign
currency, balance sheet accounts are translated at exchange rates in effect at
the end of the period and income statement accounts are translated at average
exchange rates for the period. Translation gains and losses are included in
accumulated other comprehensive income (loss), a component of stockholders'
equity.

Accounting Pronouncements
- -------------------------
In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity" (hereinafter
"SFAS No. 150"). SFAS No. 150 establishes standards for classifying and
measuring certain financial instruments with characteristics of both liabilities
and equity and requires that those instruments be classified as liabilities in
statements of financial position. Previously, many of those instruments were
classified as equity. SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003 and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. The Company
has determined that the adoption of this statement will not impact the Company's
financial statements.

In April 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" (hereinafter "SFAS No. 149").
SFAS No. 149 amends and clarifies the accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities". This statement is effective for contracts entered into
or modified after June 30, 2003 and for hedging relationships designated after
June 30, 2003. The adoption of SFAS No. 149 is not expected to have a material
impact on the financial position or results of operations of the Company.

F-11

In December 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation
- - Transition and Disclosure" (hereinafter "SFAS No. 148"). SFAS No. 148 amends
SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, the statement
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosure in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The provisions of the statement are effective for
financial statements for fiscal years ending after December 15, 2002. The
Company currently reports stock issued to employees under the rules of SFAS 123.
Accordingly, there is no change in disclosure requirements due to SFAS 148.

In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities" (hereinafter "SFAS No. 146"). SFAS No. 146
addresses significant issues regarding the recognition, measurement, and
reporting of costs associated with exit and disposal activities, including
restructuring activities. SFAS No. 146 also addresses recognition of certain
costs related to terminating a contract that is not a capital lease, costs to
consolidate facilities or relocate employees, and termination benefits provided
to employees that are involuntarily terminated under the terms of a one-time
benefit arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation contract. SFAS No. 146 was issued in June 2002 and is
effective for activities after December 31, 2002. There has been no impact on
the Company's financial position or results of operations from adopting SFAS No.
146.

In April 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44
and 64, Amendment of FASB Statement No. 13, and Technical Corrections"
(hereinafter "SFAS No. 145"), which updates, clarifies and simplifies existing
accounting pronouncements. FASB No. 4, which required all gains and losses from
the extinguishment of debt to be aggregated and, if material, classified as an
extraordinary item, net of related tax effect was rescinded. As a result, FASB
No. 64, which amended FASB No. 4, was rescinded, as it was no longer necessary.
FASB No. 44, Accounting for Intangible Assets of Motor Carriers, established the
accounting requirements for the effects of transition to the provisions of the
Motor Carrier Act of 1980. Since the transition has been completed, FASB No. 44
is no longer necessary and has been rescinded. SFAS No. 145 amended FASB No. 13
to eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions. The
Company adopted SFAS No. 145 and does not believe that the adoption will have a
material effect on the financial statements of the Company.

In November 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, including Indirect Guarantees of Indebtedness of Others"
(hereinafter "FIN 45"). FIN 45 requires a company, at the time it issues a
guarantee, to recognize an initial liability for the fair value of obligations
assumed under the guarantee and elaborates on existing disclosure requirements
related to guarantees and warranties. The initial recognition requirements of
FIN 45 are effective for guarantees issued or modified after December 31, 2002
and do not have an impact on the financial statements of the Company. The
Company does not anticipate issuing any guarantees which would be required to be
recognized as a liability under the provisions of FIN 45 and thus does not
expect the adoption of this interpretation to have an impact on its results of
operations or financial position.

F-12

In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (hereinafter "SFAS No. 144"). SFAS No. 144
replaces SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of." This standard establishes a single
accounting model for long-lived assets to be disposed of by sale, including
discontinued operations. SFAS No. 144 requires that these long-lived assets be
measured at the lower of carrying amount or fair value less cost to sell,
whether reported in continuing operations or discontinued operations. This
statement is effective beginning for fiscal years after December 15, 2001, with
earlier application encouraged. The Company's adoption of SFAS No. 144 caused
the Company to write down the remaining value of its software, totaling
$409,886. See note 5.

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" (hereinafter "SFAS No. 143"). SFAS No. 143 establishes guidelines
related to the retirement of tangible long-lived assets of the Company and the
associated retirement costs. This statement requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived assets. This statement is effective for financial statements
issued for the fiscal years beginning after June 15, 2002 and with earlier
application encouraged. The Company adopted SFAS No. 143 and does not believe
that the adoption will have a material impact on the financial statements of the
Company at December 31, 2002.

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations" (hereinafter
"SFAS No. 141") and Statement of Financial Accounting Standard No. 142,
"Goodwill and Other Intangible Assets" (hereinafter "SFAS No. 142"). SFAS No.
141 provides for the elimination of the pooling-of-interests method of
accounting for business combinations with an acquisition date of July 1, 2001 or
later. SFAS No. 142 prohibits the amortization of goodwill and other intangible
assets with indefinite lives and requires periodic reassessment of the
underlying value of such assets for impairment. SFAS No. 142 is effective for
fiscal years beginning after December 15, 2001. An early adoption provision
exists for companies with fiscal years beginning after March 15, 2001. On
January 1, 2002, the Company adopted SFAS No. 142. Application of the
nonamortization provision of SFAS No. 142 is expected to result in no change to
the Company's results of operations, as the Company does not have assets with
indeterminate lives.

F-13

Derivative Instruments
- ----------------------
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended by SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB No.
133", and SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities", which is effective for the Company as of January 1,
2001. These standards establish accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. They require that an entity
recognize all derivatives as either assets or liabilities in the consolidated
balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change.

Historically, the Company has not entered into derivatives contracts to hedge
existing risks or for speculative purposes.

December 31, 2003 and 2002, the Company has not engaged in any transactions that
would be considered derivative instruments or hedging activities.

Segment Information Segment Information
- ---------------------------------------
The Company adopted Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information,"
(hereinafter "SFAS No. 131") during the year ended December 31, 2000. SFAS No.
131 established standards for reporting information about operating segments in
annual financial statements and requires selected information about operating
segments in interim financial reports issued to stockholders. It also
established standards for related disclosures about products and services and
geographic areas. Operating segments are defined as components of an enterprise
about which separate financial information is available, evaluated regularly by
the chief operating decision makers, or a decision making group, in deciding how
to allocate resources and in assessing performance. The adoption of SFAS No. 131
did not affect the Company's results of operations or financial position, but
did affect the disclosure of segment information as reported in Note 14.

NOTE 3 - SUBSIDIARIES

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

F-14

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 year ended December 31, 2002, the Company took over all operations of
E-Gaming Inc.

International E-Gaming Developers NV
- ------------------------------------
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. E-Gaming NV
was incorporated to engage in the operation of games of chance in the
international market via service lines. E-Gaming NV is primarily engaged in the
operation and marketing of Internet gaming sites. During the year ended December
31, 2002, the Company took over all operations of International E-Gaming
Developers NV and dissolved the Company in 2003.

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 intends to approach corporate and retail entities who wish to use
their own label on bottled water as promotional or marketing tools.
Additionally, the Company intends to market its own line of bottled spring water
to sell at concerts, sporting events, and other venues.

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 intends to market through this subsidiary its own line of sunless
tanning products.

NOTE 4 - OFFICE EQUIPMENT

Office equipment is stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the assets ranging from
three to five years.

The following is a summary of office equipment and accumulated depreciation at
December 31, 2003:

2003 2002 2001
-------- -------- --------

Office Equipment $ 24,216 $ 18,465 $ 14,998

Accumulated Depreciation $(15,696) $(10,692) $ (4,731)

Depreciation expense for the years ended December 31, 2003, 2002, and 2001 was
$2,504, $5,945, and $4,548 respectively.

F-15

NOTE 5 - INTANGIBLE ASSETS

During the year ended December 31, 2002 the Company reached an agreement with
World Gaming to discontinue their relationship and seek other avenues for
processing the casino revenues and payments. As a result, outstanding amounts
owing to or from World Gaming were written off with a residual $12,688 to be
paid to World Gaming in monthly installments. The amount owing to World Gaming
is including in accounts payable in the financial statements. The net amount
owing to World Gaming that was written off as a forgiveness of debt is $28,995
and is included in other income and expenses in the financial statements.

Gaming License
- --------------
On November 20, 2001, the Company's subsidiary, E-Gaming NV, acquired a
five-year sublicense from World Gaming to engage in the operation of games of
chance in the international market via service lines in the territory of
Curacao. The first year fee of $40,000 was paid in 2001 and will be amortized at
a rate of approximately $667 per month as a cost of revenues over the life of
the sublicense.

Software License
- ----------------
On January 1, 2001, E-Gaming Inc. entered into a software licensing agreement
with Starnet Systems International Inc. ("Starnet"). E-Gaming Inc. paid a
one-time, non-refundable software development fee for its own virtual casino.
E-Gaming Inc. is also required to pay a decreasing monthly royalty fee based on
net monthly revenues. According to the agreement, 15% of the net monthly casino
revenues must be spent on advertising and marketing per month. In addition, the
Company is required to pay other operating charges. The license allows for
E-Gaming Inc. to assign sub-licenses, given certain provisions. The term of the
license agreement is one year with automatic one-year extensions. This license
is included in Other Assets on the financial statement and is being amortized
over one year. Amortization for the year ended December 31, 2001 amounted to
$55,785 and is included in cost of revenues.

During the year ended December 31, 2002, the Company and Suchow Holdings, Ltd.
came to an agreement. Starnet Systems International, Inc. reserves 10% of the
total winning payout on all games as a rolling reserve for a total of six
months. This rolling reserve is used for charge backs when necessary. At
December 31, 2002, the rolling reserve amounted to $29,416 and is included in
the accounts receivable as an amount receivable from Starnet. Additionally, it
is included in the accounts payable as an amount due to affiliates.

During 2003, this agreement was terminated and no rolling reserve is recognized
as owing to Starnet.

F-16

Software
- --------
On April 26, 2001, the Company entered into an asset purchase agreement with
Suchow Holdings, Ltd., a Bahamian-based company. According to the terms of the
agreement, the Company agreed to pay a total of $103,000 over five months and
issued 1,000,000 shares of common stock. In return, the Company acquired an
Internet gaming and management software program and copyright, hardware, and
several existing casino contracts. The Company expects to customize the gaming
and management software and sell it to another vendor. The total value of the
assets, which amounted to $405,342, were deemed to be impaired and written off
during 2002. Also during the year ended December 31, 2002 the remaining unpaid
balance of $54,490 was forgiven and is included in the "Other Income and
Expense" section of the Statements of Operations.

NOTE 6 - NOTES AND LOANS PAYABLE

On November 29, 2000, the Company's subsidiary, E-Gaming Inc., signed a
short-term note to purchase an Antiguan gaming license. The non-interest bearing
note was paid in full during the three months ending June 30, 2001.

On December 11, 2000, the Company signed a promissory note in the amount of
$25,000 (CDN) in connection with a letter of intent. See Note 11. The note is
non-interest bearing, uncollateralized and is due on demand. As of December 31,
2002 and 2001, this loan was recorded at $15,860 and $15,718, respectively.

For information on the related party debt, see Note 7.

NOTE 7 - RELATED PARTY TRANSACTIONS

On December 31, 2003, 2002, and 2001, the Company owed officers, directors and
stockholders $544,447, $415,027, and $210,900 respectively, for cash advances,
consulting fees and expenses paid on behalf of the Company. These related party
loans are uncollateralized, non-interest bearing and due on demand.

Approximately 33% of the Company's customers are represented by one entity,
which is owned and operated by a stockholder of the Company. See Note 8. This
related party currently has no accounts receivables included in these financial
statements but had $497,000 of the contracts in place in 2001. In 2002, the
majority of the casino websites were closed down or taken over by the Company.
See Note 2.

On December 31, 2002, a stockholder owed the Company $867. This loan is
non-interest bearing, uncollateralized and due on demand. During 2003, the
amount was repaid.

F-17

NOTE 8 - CONCENTRATIONS

Bank Accounts
- -------------
The Company maintains two cash accounts at a Canadian bank and one cash account
in Antigua. The Canadian dollar account is insured up to a maximum of $60,000,
and the United States dollar account and the Antiguan account are not insured.
At December 31, 2003, 2002, and 2001, approximately $400, $600, and $500 was
exposed to risk, respectively.

Customers
- ---------
Approximately 33% of the Company's sublicense agreements are represented by one
entity, which, in turn, resold the agreements to unrelated third parties. This
entity is owned and operated by a stockholder of the Company. See Note 7.

Licenses
- --------
The Company's license to gaming software is issued by World Gaming pursuant to a
gaming license issued by Antigua during 2001 and Curacao beginning in November
2001. World Gaming is one of the few primary developers and operators of casino
and other gaming software in the world. During the years ended December 31,
2003, 2002, and 2001, 100% of the Company's revenue from Internet gaming
software was attributable to the World Gaming relationship. As part of the
licensing agreement with World Gaming, the Company has the right to sublicense
its software. Because World Gaming is the Company's sole licensor, the loss of
the World Gaming relationship could have a material adverse effect on the
Company's revenues, operating results and financial condition. Although the
Company expects to diversify risks associated with dependence on World Gaming by
entering into arrangements with additional licensors or developing and licensing
its own software to various licensees, there can be no assurance that such
diversification will be successful or that the Company will be able to reduce
its dependence on one or a small group of licensors.

NOTE 9 - COMMON STOCK

The Company is authorized to issue an unlimited number of common shares
according to its original charter. The Company's shares have no stated par
value. Each share of common stock is entitled to one vote at the shareholders'
meetings. Shares may be transferred with the consent of a majority of the
directors or the shareholders through resolution or by a signed instrument. In
its original articles of incorporation, the Company limited the number of
shareholders to not more than fifty non-employee individuals and any invitation
to the public to subscribe for or purchase securities of the Company was
prohibited. On September 13, 2001, the Company amended its articles of
incorporation to lift the shareholder and invitation restrictions.

During October 2000, the Company issued 8,400,000 shares of common stock at
$0.0009 per share in exchange for office equipment with a historical cost of
$3,472, and expenses valued at $3,992, which represents the historical cost. The
Company also issued 2,800,000 shares of common stock at $0.0124 per share in

F-18

settlement of $34,715 of expenses paid on behalf of the Company by its chairman.
The Company also issued to certain foreign individuals 2,100,000 shares of
common stock at $0.0331 per share for $69,430 cash.

During the year ended December 31, 2001, the Company issued 1,724,666 shares of
common stock for $279,744 in cash and subscriptions, at an average of $0.1622
per share and issued 48,000 shares of common stock for cash at $0.50 per share
for a total of $24,000. The Company also issued 3,728,434 shares of common stock
in exchange for consulting expenses valued at $1,552,665 or an average of
$0.4164 per share. In addition, the Company issued 1,000,000 shares of common
stock in exchange for assets valued at $336,596, or $0.3366 per share. See Note
13.

During the year ended December 31, 2002, the Company issued $17,000 shares of
stock for cash for $1.00 per share.

During the year ended December 31, 2003, the Company sold for cash 796,500
shares of common stock. This stock was sold for $1.00 Canadian (approximate
$0.77 U.S.).

NOTE 10 - 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)
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 is the same as basic net income (loss)
per share as there are no common stock equivalents outstanding.

NOTE 11 - LETTER OF INTENT

On December 4, 2000, the Company signed a letter of intent with a company listed
on the Canadian Exchange. As a result of this agreement, the Company received
$25,000 Canadian ($15,860 U.S.) and issued an uncollateralized demand promissory
note for the sum received. While the companies mutually withdrew from the letter
of intent during March 2001, the related note remains unpaid at December 31,
2003. See Note 6.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Potential Lawsuit
- -----------------
During the year ended December 31, 2002 the Company took over the operations of
one of its customer's casinos due to failure to pay fee owing. The casino
customer in question has begun proceedings regarding breach of agreement against
the Company. At December 31, 2003 there was no financial impact and no potential
financial impact could be determined.

F-19

Uncertainty as to the Legal Status of Internet Gaming
- -----------------------------------------------------
The Company, its software licensees and its sub-licensees are subject to
applicable laws in the jurisdictions in which they operate. Due to the
relatively recent development of casino gaming over the Internet, there are
limited direct regulations that deal with this application and there is
uncertainty in certain jurisdictions as to the legal status of gaming over the
Internet. Currently, the United States does not have federal legislation
regulating Internet gambling, however, there have been several bills introduced
to prohibit or restrict Internet gaming. There can be no assurance whether any
such bill will become law in the future, the effects of which are uncertain.

During the year ended December 31, 2003, the United States House of
Representatives Financial Services committee introduced two resolutions
regarding Internet gambling and the United States Senate Banking, Housing, and
Urban Affairs committee introduced one bill of the same nature. The Senate bill
and one of the House resolutions call for the prohibition of monetary banking
transactions over the internet to gaming sites. This would make any payments to
an online casino that take place through wires, credit cards, or debit cards
illegal in the United States. The second House resolution calls for the
formation of commission to study Internet gambling licensing and regulation. As
of the date of these financial statements, none of the proposals has been
finalized.

Computer Security
- -----------------
The Company operates in an industry, which is vulnerable to attacks upon its
computer operating security. The risks to the Company's operations are
significant and will require continued monitoring to minimize the effects of any
possible attacks from outside.

Foreign Operations
- ------------------
The accompanying balance sheets for December 31, 2003, 2002, and 2001 include
$157,000, $57,000, and $458,340, respectively, relating to the Company's assets
in Canada and Antigua. Although these countries are considered politically and
economically stable, it is always possible that unanticipated events in foreign
countries could disrupt the Company's operations.

Dependence on Key Licensor and Licensees
- ----------------------------------------
The original term of the Company's license agreement with World Gaming was for
one year. In November 2001, the Company signed a five-year license agreement
with World Gaming. The terms of the underlying license or sublicense agreements
vary, although averaging ten-year terms and providing for automatic renewal
periods of ten years. There is a risk that the Company's license agreement with
World Gaming or the license or sublicense agreements with licensees (or
sub-licensees, as the case may be) will not be renewed or will otherwise be
terminated in accordance with the terms of such agreements. In addition, in the
event that a licensee or sub-licensee chooses to operate a different casino,
there can be no assurances that such new casino will be operated using the
Company's software.

F-20

The trademarks or trade names under which all of the Company's licensees operate
are the property of the respective licensees. Although the Company is generally
entitled to continued operation of a casino on termination of a license or
sublicense agreement, in certain cases this entitlement is limited and it
generally does not include the operation of the casino under the existing name.
A change in the name of the casino may lead to a loss of goodwill, as various
methods needed to direct a customer to the new site cannot be completely relied
upon.

Office Lease
- ------------
The Company signed a lease for office space in Calgary, Alberta. This one-year
lease was in effect from April 1, 2001 through March 31, 2002 and was not
renewed. The lease called for minimum monthly rent payments of approximately
$560 Canadian with a deposit of $560 Canadian.

During the year ended December 31, 2001, the Company assumed a three-year office
lease in Oshawa, Ontario. The lease runs through December 31, 2003. The lease
calls for a minimum monthly rent payment of approximately $1,040 Canadian.
During the year ended December 31, 2002 the Company decided to close the Oshawa
office as it had no need for the additional space and the Company was not
satisfied that the rental corporation was upholding the lease agreement. The
rental corporation has not approached the Company for breaking the lease.

The Company has rented new commercial space in Toronto, Ontario during 2003 with
a month-to-month agreement for rent for $3,500 Canadian (approximately $2,200
U.S.)

The Company's wholly owned subsidiary, Celebrity Tan Inc. leased corporate
office space located in Toronto, Ontario on December 1, 2003 for a period of 36
months. Lease payments are currently $1,349 Canadian (approximately $960 U.S.)
per month. Total payments for the year ended December 31, 2003 were $960.

Future annual minimum lease payments for the terms of the lease agreements as of
December 31, 2003 are as follows for the years ending December 31:

Year Annual Amount
---------------- ----------------
2004 $ 16,188
2005 $ 16,188
2006 $ 14,839

NOTE 13 - PURCHASE OF SOFTWARE AND OTHER ASSETS

On April 26, 2001, the Company entered into an asset purchase agreement with
Suchow Holdings, Ltd., a Bahamian-based company. According to the terms of the
agreement, the Company will pay a total of $103,000 and issue 1,000,000 shares
of common stock. In return, the Company acquired an Internet gaming and
management software program and copyright, hardware, and several existing casino
contracts. The Company expects to fully market, license and operate the gaming
software. The total value of the assets amounted to $405,342.

F-21

During the year ended December 31, 2002 the Company reviewed the software and
determined that it would not be utilized in the near future. The Company further
determined that the remaining value of the software was impaired. This
impairment was expensed to operations during 2002 and totaled $409,886.

NOTE 14 - SEGMENT INFORMATION

As described in Note 2, the Company adopted SFAS No. 131 in its fiscal year
2000. The Company's operations are classified into three principal reporting
segments that provide different products or services. Separate management of
each section is required because each business unit is subject to different
marketing, production, and technology strategies.

Prior to 2003, the Company did was not required to use segment reporting.

Segment information (after intercompany eliminations) for the year ended
December 31, 2003 is as follows:

December 31,
2003
---------
Revenues:
Oxford Software Developers, Inc. $ 380,623
Ontario Private Water Labelling Limited --
Celebrity Tan Inc. 58,534
---------
Total Revenues $ 439,157
=========

Operating income (loss):
Oxford Software Developers, Inc. $(169,120)
Ontario Private Water Labelling Limited (2,149)
Celebrity Tan Inc. (34,858)
---------
Net Loss $(206,127)
=========
Identifiable Assets::
Oxford Software Developers, Inc. $ 100,601
Ontario Private Water Labelling Limited 114
Celebrity Tan Inc. 56,595
---------
Total Identifiable Assets $ 157,310
=========

Depreciation and Amortization
Oxford Software Developers, Inc. $ (2,504)
Ontario Private Water Labelling Limited --
Celebrity Tan Inc. --
---------
Total Depreciation and Amortization $ (2,504)
=========

All of the Company's assets are held in Canada at December 31, 2003.

Oxford's reportable segments are strategic business units that offer different
products or services. They are managed separately because each business requires
different technology and marketing strategies.

F-22