Annual and Transition Report (foreign Private Issuer) (20-f)

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, 2012

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

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

Date of event requiring this shell company report

Commission file number: 000-31188

OXFORD INVESTMENTS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Ontario, Canada

(Jurisdiction of incorporation or organization)

1315 Lawrence Avenue East

Suite 520

Toronto, Ontario

Canada M3A 3R3

(Address of principal executive offices)

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

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

Title of Class: Common Stock, no par value

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

The number of outstanding shares of the issuer’s common Stock as of December 31, 2012: 197,344,159

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

Yes o No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o No x

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

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

U.S. GAAP x

International Financial Reporting Standards as issued by the

International Accounting Standards Board o

Other o

If other has been checked by the previous statement, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o

Item 18 x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

TABLE OF CONTENTS

Page

FORWARD-LOOKING STATEMENTS		5
	PART I
Item 1.	Identity of Directors, Senior Management and Advisers	*
Item 2.	Offer Statistics and Expected Timetable	*
Item 3.	Key Information	5
	Selected Financial Data	5
	Capitalization and Indebtedness	*
	Reason for the Offer and Use of Proceeds	*
	Risk Factors	7
Item 4.	Information on the Company	14
	History and Development of the Company	14
	Business Overview	15
	Organizational Structure	19
	Property, Plants and Equipment	20
Item 4A	Unresolved Staff Comments	*
Item 5.	Operating and Financial Review and Prospects	20
	Operating Results	20
	Liquidity and Capital Resources	26
	Research and Development	27
	Trend Information	27
	Off-balance sheet arrangements	*
	Tabular disclosure of contractual obligations	*
	Safe harbor	28
Item 6.	Directors, Senior Management and Employees	29
	Directors and Senior Management	29
	Compensation of Directors and Officers	30
	Board Policies	30
	Employees	30
	Share Ownership	30
Item 7.	Major Shareholders and Related Party Transactions	32
	Major Shareholders	32
	Related Party Transactions	32
Item 8.	Financial Information	32
	Consolidated Statements and Other Financial Information	32
	Significant Changes	32
Item 9.	The Offer and Listing	33
Item 10.	Additional Information	35
	Share Capital	*
	Memorandum and articles of incorporation	35
	Material Contracts	35
	Exchange Controls	35
	Taxation	36
	Dividends and paying agents	*
	Statements by experts	*
	Documents on display	41
	Subsidiary Information	*
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	*
Item 12.	Description of Securities Other Than Equity Securities	*
	PART II
Item 13.	Defaults, Dividends Arrearages and Delinquencies	*
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	*

Item 15.	Controls and Procedures	42
Item 16A.	Audit Committee Financial Expert	43
Item 16B.	Code of Ethics	44
Item 16C.	Principal Accountant Fees and Services	44
Item 16D.	Exemptions from the Listing Standards for Audit Committees	*
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchases	*
Item 16F	Change in Registrant’s Certifying Accountant
Item 16F	Corporate Governance
Item 16F	Mine Safety Disclosures
Item 17.	Financial Statements	45
Item 18.	Financial Statements	45
Item 19.	Exhibits	46
SIGNATURES		47
CERTIFICATIONS		48

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

FORWARD LOOKING STATEMENTS

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

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

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

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not Applicable.

Item 2. Offer Statistics and Expected Timetable

Not Applicable.

Item 3. Key Information

A. Selected Financial Data

The following selected financial data for the years ended December 31, 2008, 2009, 2010, 2011 and 2012 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.

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	Dec. 31, 2008			Dec. 31, 2009			Dec. 31, 2010			Dec. 31, 2011			Dec. 31, 2012
Statement of Operations Data :
Total revenues from	$	0.00		$	3,957		$	0.00		$	163,286		$	120,635
Continuing Operations
Total Revenues from		7,770			0.00			0.00			0.00			0.00
Discontinued Operations
Net Loss		(593,186	)		(406,077	)		(258,529	)	$	(258,484	)		(230,290	)
Basic and diluted
net loss per share -		(0.01	)		( 0.01	)		(0.003	)		( 0.003	)		(0.001	)
Weighted average number of
Shares used in computing basic and
Diluted net loss per share-		43,216,873			61,456,942			85,684,932			101,629,378			162,206,181
Balance Sheet Data :
Cash and cash equivalents	$	0.00		$	22,286		$	0.00		$	12,160		$	0.00
Total current assets		4,399			27,667			6,486			19,113			1,366
Total assets		8,132			31,601			9,477			21,346			2,986
Total current liabilities		1,202,780			1,435,107			1,689,407			1,740,339			1,867,332
Total liabilities		1,202,780			1,435,107			1,689,407			1,740,339			1,867,332
Total accumulated deficit		(8,560,695	)		(8,966,772	)		(9,225,301	)		(9,483,785	)		(9,714,075	)
Total stockholders’ deficiency		(1,194,648	)		(1,403,506	)		(1,679,930	)		(1,718,993	)		(1,864,346	)

EXCHANGE RATES

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

Year ended December 31,

	2012		2011		2010		2009		2008

End of Period		1.01		0.98		0 .96		0.83		1.01

Average for Period		1.00		1.00		0.88		0.94		0.97

High for Period		1.04		1.06		0 .98		1.02		1.09

Low for Period		0.97		0.94		0 .77		0.77		0.84

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 2012 and 2013. The exchange rates used are the closing rates as provided by the Bank of Canada.

Month	High		Low

December 2012		0.98		0.96

January 2013		1.03		0.98

February 2013		1.03		1.00

March 2013		1.03		1.02

The exchange rate on December 31, 2012 for the conversion of United States dollars into Canadian dollars was $0.99 (USD$1.00 = CDN$0.99). As of April 30, 2013, the close rate of exchange for the conversion of United States dollars into Canadian dollars was $1.01 (USD$1.00=CDN$1.01). The exchange rates used are the nominal noon exchange rates as published by the Bank of Canada.

B. Capitalization and Indebtedness.

Not Applicable.

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

Not Applicable.

D. Risk Factors.

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

This annual report also contains certain forward-looking statements that involve risks and uncertainties. These statements relate to our future plans, objectives, expectations and intentions. These statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans” 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 prior subsidiaries Celebrity Tan, Inc. and Ontario Private Water Labeling Ltd, we entered the UV-free sunless tanning and private water labeling markets. We have since discontinued these businesses. During 2006, we entered into the stored-value credit/debit card market through our suite of “FocusKard” products and our acquisition of ownership interests of companies in China. 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:

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

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

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

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

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

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

attracting, retaining and motivating qualified personnel; and

responding to competitive developments.

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

We Have A 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. We have an accumulated deficit of ($9,714,075). We expect to continue to incur additional losses for the next fiscal year as a result of a high level of operating expenses, significant up-front expenditures, pursuing new initiatives for the Company and our marketing activities. We have had to rely on raising money through private placement of our stock to fund our ventures and operations. We may never realize significant revenues from our core business or be profitable. Factors that will influence the timing and amount of our growth and profitability include:

. the success of implementing our business plan;

. obtaining the necessary funding to grow our business; and

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

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

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

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

Our 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:

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

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

our ability to attract and retain advertisers and sponsors;

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

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

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

the introduction of new or enhanced offerings by our competitors.

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

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

· cause our customers to lose confidence in our services;

· deter consumers from using our services;

· harm our reputation;

· expose us to liability;

· increase our expenses from potential remediation costs; and

· decrease market acceptance of electronic commerce transactions.

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

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

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

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

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

Changes In Banking Regulations Could Hurt Our Business.

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

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

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

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

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

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

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

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

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

Key Individual

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

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

Protection And 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 customers are located could have a material adverse effect on our business, revenues, operating results and financial condition.

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

Our financial results are reported in United States currency, which is subject to fluctuations in respect of the currencies of the countries in which we operate. Fluctuations in the exchange rate of the U.S. dollar and the 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 stored-value cards and fees from credit card processing to constitute most of our revenue for the foreseeable future. If customers do not purchase our products or we do not earn fees, we do not currently offer any other products or services that would enable us to generate revenue or to become profitable.

We May Not Have Sufficient Capital To Fund Our Operations And Additional Capital May Not Be Available On Acceptable Terms 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, 2012, Michael Donaghy, our President and Chief Executive Officer and director, personally and indirectly through his spouse, beneficially owned approximately 40,000,000 shares or 20.31% 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:

Variations in our operating results;

Variations in industry growth rates;

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

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

Divergence of our operating results from analysts’ expectations; and

Changes in earnings estimates by research analysts.

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

Our common stock trades in the over-the-counter market on the OTCQB. 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 began operating its business through three wholly-owned subsidiaries International E Gaming Developers, Inc. incorporated under the laws of Antigua and Barbuda, British West Indies on November 3, 2000; Celebrity Tan, Inc. incorporated under the laws of Ontario, Canada on May 28, 2003; and Ontario Private Water Labeling Ltd. incorporated under the laws of Ontario, Canada on May 28, 2003. The Company has since discontinued all business operations of all three subsidiaries mentioned above.

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

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

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

During 2011, the relationship between the Company and its Chinese investees (Arden and Hongxin) were terminated under a mutual agreement without any recovery.

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

B. Business Overview

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

The Product and the Market

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

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

The Opportunity

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

Product

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

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

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

The Strategy

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

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

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

Arden Trading Company Ltd.

On or about February 28, 2007, we acquired a fifty percent (25%) equity interest in Arden Trading Company Ltd. of China through our partnership with the Ko Ho Group. During 2011, the Company terminated its ownership interest in Arden Trading Company Ltd at no recovery to the Company of its investment.

Corporate Profile

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

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

The Product and The Market

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

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

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

The Opportunity

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

Product and Company Advantages

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

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

The Strategy

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

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

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

During 2011, the Company terminated its ownership interest in Arden Trading Company Ltd at no recovery to the Company of its investment.

Hongxin Insurance Agency

On or about March 14, 2007, we acquired a fifty percent (25%) equity interest in Hongxin Insurance Agency of China through our partnership with the Ko Ho Group. During 2011, the Company terminated its ownership interest in Hongxin Insurance Agency of China at no recovery to the Company of its investment.

Corporate Profile

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

The Product and The Market

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

The Opportunity

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

Product and Company Advantages

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

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

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

The Strategy

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

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

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

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

During 2011, the Company terminated its ownership interest in Hongxin Insurance Agency of China at no recovery to the Company of its investment.

Foshan Foshantong Information Technology Co., Ltd.

On or about April 7, 2007, we acquired an interest in Foshan Foshantong Information Technology Co., Ltd. through our partnership with the Ko Ho Group. In April 2010 we terminated our interest in Foshan.

Corporate Profile

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

The Product and the Market

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

Product and Strategy

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

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

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

International E Gaming Developers, Inc.

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

Competition

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

C. Organizational Structure

D. Property, Plants and Equipment

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

Item 4A. Unresolved Staff Comments

Not Applicable.

Item 5. Operating and Financial Review and Prospects

A. Operating Results

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

Overview

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

In addition, the Company started card-processing operations in 2010, but processing was put on hold for several months while China restructured the credit card processing industry as part of reforming its banking system. Non-compliant processors were closed down, institutions consolidated, and the Chinese Government implemented stringent regulatory controls over the industry. During this period, the Company, through its Chinese network, established a commission-oriented strategy with two of China’s largest processors, whereby the Company directs customers to these processors and collects commission revenue.

The implementation period involved a four month trial that combined strict business volume controls with other risk management procedures, which were designed to establish the Company’s credibility as an operator. In late-November 2010 the volume restrictions were lifted, enabling the Company to acquire new merchant identifiers (MIDs) from the banks and add new customers. As a result, the Company expects to see a steady stream of revenue growth in the coming year and beyond.

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

Sources of Revenue

For 2012, we had $0.00 in product revenue as our business model is being established in the direct-banking, credit card processing and payment-card solutions and away from our discontinued operations relating to the UV free Tanning Booths and related supplies, bottled water and bottled water private labeling, software sub-license fees and web site customization fees. In 2012, we generated $120,635 in revenue from our credit card processing business.

Revenue Recognition

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

Current Sources of Revenue

Service Fees

Our service fees were derived from credit card processing charges. In January 2010, we announced Oxford TPS, which offers customized, managed-services transaction processing solutions to enable corporations to efficiently and cost-effectively reduce their reliance on check-based payments and funds remittance infrastructures. In 2010, we did not generate any revenue because we were focused on building a strong infrastructure for our credit card processing business. We began receiving credit card processing fees in early 2011 and we generated $163,286 in gross revenue for 2011 and $120,635 in 2012.

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, 2012, 2011, 2010, 2009 and 2008. 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, 2012

Revenues

For the fiscal year ended December 31, 2012, we reported a net loss of ($230,290) or ($0.001) per share. Revenue from operations amounted to $120,635 as we continued our focus away from our product-based business toward the stored value and reloadable pre-paid card and credit card processing markets. Our revenue decreased $42,651 from $163,286 for the comparable period from the prior year, 2011. The decrease in revenue was a result of a delay in integrating the Oxford e-Wallet with a number of financial institutions resulting in fewer credit card processing fees from such customers.

Cost of Revenues

Cost of revenues amounted to $0.00 from $0.00—no change from the comparable period from the prior year. The Company continues to reposition itself, shifting from its previous markets to the stored value card and credit card processing markets; as a result, cost of revenue was $0.00 for 2012.

Selling, General and Administrative Expense

Selling, general and administrative expense (“SG&A”) amounted to $307,351 from $377,786, a decrease of $70,435 or 18.64%, and consisted principally of consulting fees ($133,500), advertising and marketing ($78,342) commissions and subcontracts ($7,428), professional fees (comprised of accounting, audit and legal), ($23,459), rent ($43,505) general and office expenses ($8,579), and other administrative and communication expenses ($12,538).

The decrease in SG&A expenses was due primarily to decreased costs in advertising and professional fees for 2012.

Financial Condition, Liquidity and Capital Resources

At December 31, 2012, the Company had total assets of $2,986 consisting of cash of $0, prepaid expenses and deposits ($1,366), and property and equipment ($1,620).

Operations used $144,344 for the fiscal year ended December 31, 2012. Funds used in operations primarily relate to costs in advertising, consulting and professional fees due to the shift in our business plan away from e-gaming, the UV-free tanning and the spring water branding business, to the stored value card and credit card processing business and our expansion into new markets.

Investing activities used $0.00 for the fiscal year ended December 31, 2012.

Financing activities provided $131,989 for the fiscal year ended December 31, 2012. Funds provided by financing activities were from the sale of 66,500,000 shares of the Company’s common stock for a total of $96,538, and advances of related party loan. The Company also borrowed $3,518 under bank indebtedness and $0.00 to repay loans made to the Company from related parties. The Company received $31,933 in loans from related parties.

We had no long-term debt at December 31, 2012.

Fiscal Year Ended December 31, 2011

Revenues

For the fiscal year ended December 31, 2011, we reported a net loss of ($258,484) or ($0.01) per share. Revenue from operations amounted to $163,286 as we shifted our focus away from our product-based business toward the stored value and reloadable pre-paid card and credit card processing markets. Our revenue increased from $0.00 for the comparable period from the prior year, 2010. The increase in revenue was a result of integrating the Oxford e-Wallet with a number of financial institutions and generating credit card processing fees from such customers.

Cost of Revenues

Selling, General and Administrative Expense

Selling, general and administrative expense (“SG&A”) amounted to $377,786 from $221,276, an increase of $156,510 or 70.73%, and consisted principally of consulting fees ($124,994), advertising and marketing ($89,226) commissions and subcontracts (24,264), professional fees (comprised of accounting, audit and legal), ($52,801), rent ($43,748) general and office expenses ($13,629), and other administrative and communication expenses ($7,931).

The increase in SG&A expenses was due primarily to increased costs in advertising and marketing for our credit card processing business and a recovery of $80,758 in advertising and marketing in 2010 (see Note 5 in the Consolidated Financial Statements for 2010).

Financial Condition, Liquidity and Capital Resources

At December 31, 2011, the Company had total assets of $21,346 consisting of cash of $12,160, prepaid expenses and deposits ($6,953), property and equipment ($2,098) and assets of discontinued operations ($135).

Operations used $117,188 for the fiscal year ended December 31, 2011. Funds used in operations primarily relate to costs in advertising, consulting and professional fees due to the shift in our business plan away from e-gaming, the UV-free tanning and the spring water branding business, to the stored value card and credit card processing business and our expansion into new markets. In addition, there were increased general and office costs.

Investing activities used $0.00 for the fiscal year ended December 31, 2011.

Financing activities provided $129,800 for the fiscal year ended December 31, 2011. Funds provided by financing activities were from the sale of 19,100,000 shares of the Company’s common stock for a total of $130,419, and advances of related party loan. The Company used $8,493 to repay borrowings under bank indebtedness and $0.00 to repay loans made to the Company from related parties. The Company received $7,874 in loans from related parties.

We had no long-term debt at December 31, 2011.

Fiscal Year Ended December 31, 2010

Revenues

For the fiscal year ended December 31, 2010, we reported a net loss of ($258,529) or ($0.01) per share. Revenue from operations amounted to $0.00 as we shifted our focus away from our product-based business toward the stored value and reloadable pre-paid card and credit card processing markets.

Our revenue decreased to $0.00 from $3,957 for the comparable period from the prior year, 2009. The decrease in revenue was a result of the transition process to the credit card processing fees market, the required testing and quality control procedures and delays caused by the Chinese government revamping its credit card processing system.

Cost of Revenues

Selling, General and Administrative Expense

Selling, general and administrative expense (“SG&A”) amounted to $221,276 from $370,739, a decrease of $149,463 or 40%, and consisted principally of consulting fees ($124,957), commissions and subcontracts (44,648), professional fees (comprised of accounting, audit and legal) ($46,419), rent ($43,174) general and office expenses ($21,198), and other administrative and communication expenses ($9,991). Costs were mitigated by an $80,758 recovery in advertising and marketing (see Note 5 in the Consolidated Financial Statements for 2010).

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

Financial Condition, Liquidity and Capital Resources

At December 31, 2010, the Company had total assets of $9,477 consisting of prepaid expenses and deposits ($6,486), property and equipment ($2,852) and assets of discontinued operations ($139).

Operations used $94,364 for the fiscal year ended December 31, 2010. Funds used in operations primarily relate to costs in consulting and professional fees due to the shift in our business plan away from e-gaming, the UV-free tanning and the spring water branding business, to the stored value card and credit card processing business and our expansion into new markets. In addition, there were increased general and office costs.

Investing activities used $0.00 for the fiscal year ended December 31, 2010.

Financing activities provided $71,577 for the fiscal year ended December 31, 2010. Funds provided by financing activities were from the sale of 3,000,000 shares of the Company’s common stock for a total of $29,265, and via bank loans and the issuance of debt. The Company used $3,236 to repay loans made to the Company from related parties. The Company received $37,395 in loans from related parties.

We had no long-term debt at December 31, 2010.

Fiscal Year Ended December 31, 2009

Revenues

For the fiscal year ended December 31, 2009, we reported a net loss of ($406,077) or ($0.01) per share. Revenue from operations amounted to $3,957 as we shifted our focus away from our tanning booth business toward the stored value and reloadable pre-paid card market and credit card processing.

Our revenue increased to $3,957 from $0.00 for the comparable period from the prior year, 2008. The increase in revenue was a result of the increase in credit card processing fees.

Cost of Revenues

Selling, General and Administrative Expense

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

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

Financial Condition, Liquidity and Capital Resources

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

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

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

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

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

Fiscal Year Ended December 31, 2008

Revenues

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

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

Cost of Revenues

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

Selling, General and Administrative Expense

Selling, general and administrative expense (“SG&A”) amounted to $559,261 from $3,038,977, a decrease of $2,479,716 or 81.6%, and consisted principally of advertising and marketing costs ($94,051), consulting fees ($171,653), general and office costs ($185,859), professional fees (comprised of accounting, audit and legal) ($52,052), rent ($40,022), depreciation costs ($1,104) other administrative and communication expenses ($14,520).

Financial Condition, Liquidity and Capital Resources

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

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

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

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

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

B. Liquidity and Capital Resources

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

From January 1, 2012 to December 31, 2012, we sold 66,500,000 shares of our common stock for cash through private placements with accredited investors. The offering is being conducted pursuant to the exemption provided by Regulation S, under the Securities Act of 1933. We have raised approximately $96,538, net of expenses, for working capital to fund our continuing operations.

As of December 31, 2012 we had $0.00 of cash and cash equivalents.

To provide working capital for its operations and project development, the Company will need to raise new funds. Traditionally, the Company has raised capital through the issuance of common shares, through bank loans and through the issuance of related party debt. 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, 2013, the Company believes that it will need approximately CAD$1,000,000 of cash to cover administrative costs and approximately CAD$60,000 for payment of lease properties. The Company anticipates that it will pay for its 2013 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 2013; however, no assurances can be given that the Company will be able to raise cash from additional financing efforts. If the Company is unable to obtain sufficient funds from future financing, or from current revenues, the Company may not be able to become profitable.

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

We are not involved in any research and development and have no registered patents or licenses. In the fiscal years 2012, 2011, 2010, 2009 and 2008, the Company did not have any research, development or patent expenses.

D. Trend Information

In 2013, we intend to continue our tight cost control in order to achieve the highest profitability possible. See Item 5A. "Operating and Financial Review and Prospects - Results of Operation" for additional trend information.

The Internet

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

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

The intense increase in Internet penetration is due to several major factors, the first and foremost relating to PC penetration and also the increased use of internet-ready mobile devices. Most PCs or mobile devices 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.

Credit Card Processing

Credit cards have always been a bane for those who spend within a certain limit. It allows a certain limit of flexibility and enables one to purchase any item and pay it later with a certain amount of interest on the principal sum. With the new technologies coming up every single day, even credit card processing has evolved and in the year 2013, we are witnessing newer trends of credit card processing. According to published reports, mobile credit card processing is becoming more available with the increase of smart phone applications. iPhone and Android operating system (OS) phones are being launched in the market with a credit card reader at an affordable price thereby enabling users to swipe their cards instantaneously.

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

E. Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements .

F. Tabular Disclosure of Contractual Obligations

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

G. Safe harbor (Forward Looking Information)

We are projecting increased expenses.

We are projecting increased expenses for the fiscal year ending December 31, 2013 as our stored-value card business grows. It is expected that these expenses will be caused primarily by:

·	Cost to start-up and operate new lines of business

·	marketing costs

·	costs for software and related applications

·	startup, including personnel and office costs

·	customer acquisition costs

·	legal and accounting costs

We are in the emerging stage .

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

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

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

Item 6. Directors, Senior Management and Employees

A. Directors and senior management. Set forth below are particulars respecting our directors and executive officers as of April 15, 2013 and each person’s 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

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

Michael Donaghy, President . Mr. Donaghy, age 53 has been our President, Chief Executive Officer and a member of our Board of Directors since inception. From February 2000 to October 2000 he served as Interim President of Zaurak Capital Corp., an e-gaming holding company. In 1999 he formed and was named President and Chief Executive Officer of CyberGaming Inc., a company engaged in the business of Internet e-gaming sub-licensing, website creation and hosting. Mr. Donaghy resigned as President and CEO of CyberGaming Inc. in September 2000, just prior to joining us. Mr. Donaghy is also President of Citywebsites.com, a website design company, since March 1995.

Paul Bilewicz , Director. Mr. Bilewicz, age 63, has been a member of our Board of Directors since April, 2007. From 2003 to present, he owns and operates a Resort/ Retreat, Pretty River Valley Inn located in the Blue Mountain area in central Ontario. Prior to that, from approximately 1996 to 2000 he was employed with Glaxo Canada or its parent company GlaxoWellcome Plc. He was Chief Information Officer at Glaxo Canada; he also assumed additional executive responsibility for Finance, Human Resources and Business Process Re-engineering. He was a member of the Glaxo Canada, Board of Directors. In 2000, he joined the Royal Bank of Scotland in Edinburgh as Director of Systems Application Development and Operations for Retail Banking. In 1996, he was appointed to the position of Worldwide Director of Information Technology for the parent company, GlaxoWellcome Plc and relocated to London, England. In that role he was responsible for systems and networks globally for their manufacturing, research and development and commercial operations, as well as being a member of the Executive Committee of the US subsidiary. Mr. Bilewicz received a Bachelor of Mathematics from the University of Waterloo in 1973 and also completed Executive Programs at the Darden Graduate School of Business (University of Virginia), Insead, in Fontainbleu, France and the Fuqua School of Business at Duke University in North Carolina.

The Honorable Doug Lewis, age 74, was a member of our Board of Directors from March, 2007 through April 2010. Mr. Lewis resigned as a director of the Company on April 28, 2010.

B. Compensation. Mr. Donaghy received a salary of $125,000 for the fiscal years ended December 31, 2009, $124,957 December 31, 2010, $124,994 December 31, 2011 and $124,997 December 31, 2012 as the Company’s President and Chief Executive Officer.

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

Executive Compensation

The following table sets forth the a summary of compensation earned during the Company's last three fiscal years by the Company’s directors and members of its administrative, supervisory or management bodies and its subsidiaries for services in all capacities to the company and its subsidiaries.

S UMMARY COMPENSATION TABLE

	Annual Compensation				Long Term Compensation
					Awards		Payouts

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

Michael Donaghy	2012	$	124,997	-	-	-	-	-
Director and
President & Chief	2011	$	124,994	-	-	-	-	-
Executive Officer
	2010	$	124,957	-	-	-	-	-

	2012	$	0.00	-	-	-	-	-
Paul Bilewicz
Director	2011	$	0.00	-	-	-	-	-

	2010	$	0.00	-	-	-	-	-

Hon. Doug Lewis	2012	$	0.00	-	-	-	-	-
Director
	2011	$	0.00	-	-	-	-	-

	2010	$	0.00	-	-	-	-	-

C. Board Practices. While not required, each of the Company’s directors 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. The Board has formed an Audit Committee. Presently, the two Directors, Michael Donaghy and Paul Bilewicz, comprise this committee. Paul Bilewicz will serve as the Audit Committee financial expert.

D. Employees. As of December 31, 2012, we had a total of four (4) employees (one (1) 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 April 15, 2013. As of December 31, 2012 there were 197,344,159 shares of common stock outstanding.

Name and Address of Beneficial Owner (1)	Position with the Company	Number of Shares Owned	Percent
Michael Donaghy (2)	Director, President & Chief Executive Officer	40,000,000	20.31%

Paul Bilewicz	Director	280,000	*

CEDE & Co. P.O. Box 222 Bowling Green Station New York, NY 10274	N/A	63,159,535	32.00%

All Officers and Directors as a Group (1 Person)		25,280,000	20.31%

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

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

(2) Mr. Donaghy beneficially owns 15,000,000 of these shares personally and the remaining indirectly through his spouse.

Stock Option Plan

At the Company’s 2006 Annual Meeting, the shareholders adopted a Non-Qualified Stock Option Plan for the Company (the “Stock Option Plan”). A total of up to ten percent (10%) of the common shares of the Company, outstanding from time to time, are reserved for the issuance of stock options pursuant to the Stock Option Plan. Options may be issued to directors, key personnel and consultants to the Company, its subsidiaries and affiliates. The holders of options under all of the Stock Option Plan are responsible for all personal tax consequences relating to the options. The exercise prices of the options are based on the fair value of the Company’s common shares at the time of grant as determined by our board of directors. The current practice of our board of directors is to grant options with exercise prices that equal 100% of the closing price of our common shares on the applicable date of grant. There are currently 3,550,000 options issued under the Stock Option Plan. As of December 31, 2012 a total of 1,700,000 stock options are outstanding under the Stock Option Plan.

The following table sets out stock option awards received by the Named Executive Officers during the year ended December 31, 2012.

Option grants of Oxford Investments Holdings Inc. during 2011

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

The following table shows, for each Named Executive Officer, the number of common shares acquired through the exercise of options of the Company during the year ended December 31, 2012, the aggregate value realized upon exercise and the number of unexercised options under the Stock Option Plan as at December 31, 2012. The value realized upon exercise is the difference between the market value of common shares on the exercise date and the exercise price of the option. The value of unexercised in-the-money options at December 31, 2012 is the difference between the exercise price of the options and the market value of the Company's common shares on December 31, 2012, which was $0.01 per share of the Company's common stock.

Aggregate option exercises during 2012 and year end option values

Unexercised options at December 31, 2010

Value of

unexercised

in-the-money

options at

December 31,

2010 (C$)

Securities

acquired at

exercise

Aggregate

value

realized

($)

Name

Exerciseable

Unexerciseable

Exerciseable

Unexerciseable

Michael Donaghy

NIL

400,000

$0.00

NIL

Item 7. Major Shareholders and Related Party Transactions

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

B. Related party transactions.

The Company rented commercial space in Toronto, Canada beginning in 2003, with a month-to-month agreement for rent for $3,500 CDN. Rent expense for the year ended December 31, 2012 under this lease amounted to $43,505 (December 31, 2011 and 2010— $43,748 and $43,174, respectively). Rent was paid to a corporation that is controlled by a director of the Company. As at December 31, 2012, the Company owed the corporation $113,074 (December 31, 2011 - $80,827), which is included in accounts payable and accrued liabilities.

The Company paid $124,997 (2011 - $124,994 and 2010 - $124,957) of consulting fees to a director. As at December 31, 2012, the Company owed the director $764,057 (December 31, 2011 - $724,445), which is included in accounts payable and accrued liabilities.

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

The Company issued 15,000,000 shares of common stock (December 31, 2011 and 2010—0.00 shares and 0.00 shares, respectively) to extinguish debt due to a director of the Company. These shares were valued at a total of $25,010 (December 31, 2011 and 2010—$0.00 and $0.00, respectively) based on the closing share price on the date of the issuance.

Item 8. Financial Information

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

B. Significant Changes .

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

During the fiscal year ended December 31, 2010, the Company sold for cash 3,000,000 shares of common stock. This stock was sold for approximately $0.01 per share for a total of $29,265 cash.

During the fiscal year ended December 31, 2011, the Company sold for cash 19,100,000 shares of common stock. This stock was sold for approximately $0.01 per share for a total of $130,419 cash.

The Company also issued 1,200,000 shares of common stock during the 2011 fiscal year for services provided by non-employees. These shares were valued at a total of $24,264. In addition, one of the Company’s creditors converted approximately 60% of notes payable, into 4,729,775 shares of common stock, valued at $25,500.

During the year ended December 31, 2012, the Company issued 66,500,000 shares of common stock for cash of $96,538. Of the total stock issued, 30,000,000 shares were issued at $0.002 per share and 36,500,000 shares at $0.001 per share.

Legal Proceedings

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

Dividend Policy

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

Item 9. The Offer and Listing

Price History of Shares

The Company's common shares are listed in the United States on the OTC Pink Sheets, and began trading in May 2004 under the symbol OXIHF. Even though our stock is listed on the OTCQB, it is very thinly traded and trading can be sporadic and as of December 31, 2012, no active established market within or outside the United States existed for our common stock.

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

OTC Bulletin Board

(United States Dollars)

		High		Low
2013
April	$	0.003	$	0.001
March	$	0.004	$	0.003
February	$	0.004	$	0.002
January	$	0.005	$	0.004
2012	$	0.008	$	0.002
	$	0.008	$	0.005
Fourth Quarter	$	0.008	$	0.005
Third Quarter	$	0.007	$	0.002
Second Quarter	$	0.007	$	0.003
First Quarter	$	0.007	$	0.005
2011	$	0.04	$	0.01
December	$	0.01	$	0.01
Fourth Quarter	$	0.01	$	0.01
Third Quarter	$	0.01	$	0.01
Second Quarter	$	0.02	$	0.01
First Quarter	$	0.04	$	0.01
2010	$	0.09	$	0.01
December	$	0.03	$	0.02
Fourth Quarter	$	0.04	$	0.01
Third Quarter	$	0.04	$	0.02
Second Quarter	$	0.09	$	0.03
First Quarter	$	0.06	$	0.03
2009	$	0.20	$	0.01
December	$	0.10	$	0.02
Fourth Quarter	$	0.20	$	0.02
Third Quarter	$	0.10	$	0.03
Second Quarter	$	0.04	$	0.02
First Quarter	$	0.05	$	0.01

The closing price of the Company's common shares on the OTCQB on April 27, 2013 was $0.001.

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.

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

The Company entered into an employment agreement with Michael Donaghy dated July 1, 2001 to serve as our President and also as the general manager of our wholly-owned subsidiary International E Gaming Developers Inc. At the expiration, the Company and Mr. Donaghy signed an agreement to extend the terms of the employment agreement for an additional four (4) years until June 30, 2008. The agreement renews automatically on a year to year basis thereafter, unless terminated by the parties. Mr. Donaghy is entitled to receive an annual salary of $125,000 plus customary vacation, medical, dental and life insurance benefits and reimbursement of certain business expenses. We may terminate the employment agreement for “cause” 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, 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 31% (which rate is scheduled for periodic adjustment) of any payments to a U.S. Holder of the Company's common shares of dividends on, or proceeds from the sale of, such common shares within the U.S., if a U.S. Holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, the backup withholding tax requirements. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder's U.S. federal income tax liability, provided the required information is furnished to the IRS. U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the information reporting and backup withholding rules applicable to the Company's common shares.

Foreign Tax Credit

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.

Currency Exchange Gains or Losses

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

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, 2010 and does not believe that it will be a PFIC for the fiscal year ending December 31, 2011. 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).

I. Subsidiary Information

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

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 12. Description of Securities Other Than Equity Securities

Not Applicable.

PART II

Item 13. Defaults, Dividends Arrearages and Delinquencies

Not Applicable.

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

Not Applicable.

Item 15. Controls and Procedures

Disclosure Controls and Procedures

The Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Financial Officer has concluded that, as of December 31, 2010, these disclosure controls and procedures were not effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure, primarily due to the Company’s minimal financial staff which prevents us from segregating duties, which management believes is a material weakness in our internal controls and procedures. We intend to address such weakness and work with our outside advisors to improve our controls and procedures as and when the circumstances of the Company permit this.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed by the Chief Executive Officer, who is also the Chief Financial Officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Forward looking statements regarding the effectiveness of internal controls during future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management completed an assessment of the effectiveness of the Company’s internal control over financial reporting (“ICFR”) as of December 31, 2012, using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework as contemplated by Rule 13a-15(c). Based on this assessment, the Company concluded that it did not have effective internal controls over financial reporting as of December 31, 2012. The Company’s assessment of the effectiveness of the ICFR at December 31, 2012 identified certain material weaknesses as of that date:

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

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

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

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

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

The attestations report of our public accounting firm, MSCM LLP, has been made for fiscal year 2012 and is presented on page F-1.

Changes in Internal Control over Financial Reporting

As disclosed above, in fiscal 2012, the Company completed its assessment of its ICFR in place for the year ended December 31, 2012, using the COSO framework. Although the assessment was completed, there were no changes in the ICFR during the 2012 fiscal year that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.

Item 16A. Audit Committee Financial Expert

The Company, in 2008, established an Audit Committee. For fiscal year 2012 the Audit Committee was composed of Mr. Michael Donaghy and Paul Bilewicz,. Paul Bilewicz currently:

·	is considered an "independent" director;

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

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

·	is able to read and understand fundamental financial statements.

Our Board of Directors has determined that the audit committee has at least one member, Paul Bilewicz, who qualifies as an Audit Committee Financial Expert, as defined by relevant SEC rules. As previously stated, Mr. Bilewicz is an independent director, and has the required experience, as recorded in Item 6A, to serve as the Audit Committee Financial Expert. The Audit Committee is responsible for reviewing the Company's financial reporting procedures, internal controls, and the performance of the Company's external auditors. The functions of the Audit Committee also include selecting, appointing, retaining, compensating and overseeing our independent auditors, deciding upon and approving in advance the scope of audit and non-audit assignments and related fees, reviewing accounting principles we use in financial reporting, and reviewing the adequacy of our internal control procedures, including the internal audit function. The committee is also responsible for reviewing the annual financial statements prior to their approval by the Board of Directors. The Board adopted a charter for the Audit Committee in fiscal year 2009.

Item 16B. Code of Ethics

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

Item 16C. Principal Accountant Fees and Services

The Company paid and accrued the following fees to MSCM LLP, Chartered Accountants, respectively, during the following fiscal years:

	2011		2012

Audit fees	CDN$30,385		CDN$30,900
Other Fees		-0-		-0-
Total

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

POLICY ON PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

The Audit Committee’s policy is to approve all audit and audit-related services. Permissible non-audit services are pre-approved according to fee amount threshold. Permissible non-audit services may include tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to an initial estimated budget. The Audit Committee may also pre-approve particular services on a case-by-case basis.

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

Not applicable.

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

Not applicable.

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance.

Not applicable.

Item 16H. Mine Safety Disclosures.

Not applicable.

PART III

Item 17. Financial Statements

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

Item 18. Financial Statements

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

Oxford Investments Holdings Inc.

Consolidated Financial Statements

Page Number

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheet as at December 31, 2010
and December 31, 2011	F-2
Consolidated Statements of Operations for the years ended December 31, 2009
December 31, 2010 and December 31, 2011	F-3
Consolidated Statement of Shareholders’ Deficiency for the years ended, December 31, 2008
December 31, 2010 and December 31, 2011	F-4
Consolidated Statements of Cash Flows for the years ended
December 31, 2009, December 31, 2010 and December 31, 2011	F-5
Notes to Consolidated Financial Statements	F-6

Item 19. Exhibits

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

Exhibit Index

Exhibit No.

1.1	Articles of Incorporation *
1.2	Bylaws *
2.1	Specimen Stock Certificate *
4.1	Agreement with Starnet Systems International Inc., dated January 25, 2001 *
4.2	Specimen Affiliate Sub-License Agreement *
4.3	Asset Purchase Agreement with Suchow Holdings Ltd. dated April 26, 2001 *
4.4	Exhibits to Agreement with Starnet Systems International Inc., dated January 25, 2001*
4.5	Mutual Release with CCPC Biotech Inc. dated March 1, 2001 *
4.6	Sub-License Agreement between Starnet Systems N.V. and International E-Gaming Developers N.V. dated November 20, 2001 *
4.7	Employment Agreement between Oxford Software Developers Inc. and Michael Donaghy dated July 1, 2001 *
4.8	Employment Agreement between Oxford Investments Holdings Inc. and Victor DeLaet dated July 1, 2001 *
4.9	Agreement between Oxford Software Developers Inc. and West America Securities Corp. dated March 7, 2002 *
4.10	Asset Purchase Agreement with Christopher Webster dated April 5, 2006 **
4.11	Oxford Investments Holdings Inc. Non-Qualified Stock Option Plan ***
4.12	Oxford Investments Holdings Inc. Non-Qualified Stock Option Agreement ***
4.13	Joint Venture Agreement between the Ko Ho Group and Oxford Investments Holdings Inc. ***
4.14	Share Purchase Agreement between Ko Ho Group and Arden Trading Company Ltd. and All the Shareholders dated February 28, 2007***
4.15	Share Purchase Agreement between Ko Ho Group and Hongxin Insurance Agency of China and All the Shareholders dated March 14, 2007 ***
4.16	Agreement for Cooperation between Foshan Wanzhi S&T Company Ltd. and Ko Ho Management Ltd. dated May 7, 2007***
8.1	List of Subsidiaries *
12.1	Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2	Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1	Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2	Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Interactive data files pursuant to Rule 405 of Regulation S-T.

* Incorporated by reference from the Company’s annual report on Form 20-F filed on June 28, 2002 or the Company’s registration statement on Form 20-F filed on December 19, 2001.

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

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

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: May 8, 2013	By: /S/ Michael Donaghy
	Michael Donaghy, President/ Chief Executive Officer

OXFORD INVESTMENTS HOLDINGS INC.

Consolidated Financial Statements

December 31, 2012, 2011 and 2010

OXFORD INVESTMENTS HOLDINGS INC.

INDEX

December 31, 2012, 2011 and 2010

PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets - Statement I	2

Consolidated Statements of Operations and Comprehensive Loss - Statement II	3

Consolidated Statements of Shareholders’ Deficiency – Statement III	4

Consolidated Statements of Cash Flows - Statement IV	5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	6 - 17

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of:

OXFORD INVESTMENTS HOLDINGS INC.

We have audited the consolidated balance sheets of Oxford Investments Holdings Inc. (the “Company”) as at December 31, 2012 and 2011 and the consolidated statements of operations and comprehensive loss, shareholders’ deficiency and cash flows for each of the three years ended December 31, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2012 and 2011 and the results of its operations and its cash flows for each of the three years ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As more fully discussed in note 1, the Company has incurred operating losses and must continue to fund negative working capital. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are discussed in note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Signed: “MSCM LLP”

MSCM LLP

Toronto, Canada

May 6, 2013

Page 1

OXFORD INVESTMENTS HOLDINGS INC. Statement I

Consolidated Balance Sheets

As at December 31, 2012 and 2011

	2012			2011
ASSETS
CURRENT
Cash	$	-		$	12,160
Prepaid expenses and deposits		1,366			6,953

		1,366			19,113
Property and equipment (note 6) Assets of discontinued operations (note 4)		1,620 -			2,098 135

	$	2,986		$	21,346


LIABILITIES
CURRENT
Bank indebtedness	$	3,518		$	-
Accounts payable and accrued liabilities (note 12)		944,713			886,399
Notes payable (note 7)		328,436			286,886
Loans payable – related parties (note 8) Liabilities of discontinued operations (note 4)		234,166 356,499			221,985 345,069

		1,867,332			1,740,339


SHAREHOLDERS’ DEFICIENCY
COMMON STOCK, unlimited shares authorized; 197,344,159 and 113,844,159 shares issued and outstanding at December 31, 2012 and 2011, respectively (note 10)		7,519,319			7,395,770
CONTRIBUTED SURPLUS		1,050,160			1,050,160
PREPAID SHARE SUBSCRIPTION		(156,000	)		(156,000	)
ACCUMULATED DEFICIT		(9,714,075	)		(9,483,785	)
ACCUMULATED OTHER COMPREHENSIVE LOSS		(563,750	)		(525,138	)

		(1,864,346	)		(1,718,993	)

	$	2,986		$	21,346

Going concern (note 1)

Investments and Commitments (note 5)

Approved on behalf of the Board of Directors

Signed: “ Michael Donaghy”

__________________________, Director

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

Page 2

OXFORD INVESTMENTS HOLDINGS INC. Statement II

Consolidated Statements of Operations and Comprehensive Loss

For The Years Ended December 31, 2012, 2011 and 2010

		2012			2011		2010

REVENUES	$	120,635		$	163,286		$	-
SELLING EXPENSES
Advertising and marketing (recovery)		78,342			89,226			(80,758	)
Commissions and subcontracts		7,428			24,264			44,648
Consulting		8,503			11,121			11,647
Travel		1,758			10,072			2,437
		96,031			134,683			(22,026	)

GENERAL AND ADMINISTRATIVE EXPENSES
Consulting (note 12)		124,997			124,994			124,957
Depreciation		522			711			924
General and office		8,579			13,629			21,198
Professional fees		23,459			52,801			46,419
Rent (note 12)		43,505			43,748			43,174
Telephone		5,906			7,220			6,630
Bad debts		4,352			-			-
		211,320			243,103			243,302
		(186,716	)		(214,500	)		(221,276	)
OTHER EXPENSES
Interest expense		(47,143	)		(43,984	)		(37,110	)
LOSS FROM CONTINUING OPERATIONS		(233,859	)		(258,484	)		(258,386	)
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS (note 4)		3,569			-			(143	)
NET LOSS FOR THE YEAR		(230,290	)		(258,484	)		(258,529	)

OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation (loss) gain		(38,612	)		39,238			(86,469	)
COMPREHENSIVE LOSS	$	(268,902	)	$	(219,246	)	$	(344,998	)

BASIC AND DILUTED NET LOSS PER SHARE
From continuing operations	$	(0.001	)	$	(0.003	)	$	(0.003	)
From discontinued operations		-			-			-
BASIC AND DILUTED NET LOSS PER SHARE	$	(0.001	)	$	(0.003	)	$	(0.003	)

WEIGHTED AVERAGE NUMBER OF BASIC AND
DILUTED COMMON SHARES OUTSTANDING		162,206,181			101,629,378			85,684,932

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

Page 3

OXFORD INVESTMENTS HOLDINGS INC. Statement III

Consolidated Statements of Shareholders’ Deficiency

For The Years Ended December 31, 2012 and 2011

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

Balance, December 31, 2010	88,814,384	$	7,215,587	$	1,050,160	$	(156,000	)	$	(564,376	)	$	(9,225,301	)	$	(1,679,930	)
Stock issued for cash (note 10)	19,100,000		130,419		-		-			-			-			130,419
Stock issued for services (note 10)	1,200,000		24,264		-		-			-			-			24,264
Stock issued for extinguishment of debt (note 10)	4,729,775		25,500		-		-			-			-			25,500
Other comprehensive income	-		-		-		-			39,238			-			39,238
Net loss for the year	-		-		-		-			-			(258,484	)		(258,484	)

Balance, December 31, 2011	113,844,159		7,395,770		1,050,160		(156,000	)		(525,138	)		(9,483,785	)		(1,718,993	)

Stock issued for cash (note 10)	66,500,000		96,538		-		-			-			-			96,538
Stock issued for services (note 10)	2,000,000		2,001		-		-			-			-			2,001
Stock issued for extinguishment of debt (note 10)	15,000,000		25,010		-		-			-			-			25,010
Other comprehensive loss	-		-		-		-			(38,612	)		-			(38,612	)
Net loss for the year	-		-		-		-			-			(230,290	)		(230,290	)

Balance, December 31, 2012	197,344,159	$	7,519,319	$	1,050,160	$	(156,000	)	$	(563,750	)	$	(9,714,075	)	$	(1,864,346	)

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

Page 4

OXFORD INVESTMENTS HOLDINGS INC. Statement IV

Consolidated Statements of Cash Flows

For The Years Ended December 31, 2012, 2011 and 2010

	2012			2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year	$	(230,290	)	$	(258,484	)	$	(258,529	)
Adjustments to reconcile net loss to net cash used
by operating activities
Depreciation		522			711			924
Shares issued for services		2,001			24,264			39,309
Bad debts		4,352			-			-
Miscellaneous income		(3,569	)		-			-
Changes in non-cash working capital items:
Prepaid expenses and deposits		1,500			(627	)		(772	)
Interest accrued for note payable		35,025			31,604			27,090
Accounts payable and accrued liabilities		46,115			85,344			97,614

Net cash used in operating activities		(144,344	)		(117,188	)		(94,364	)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings (repayments) under bank indebtedness		3,518			(8,493	)		8,153
Repayments of bank loan		-			-			(3,236	)
Advances from related party loan		31,933			7,874			37,395
Proceeds from issuance of common stock		96,538			130,419			29,265

Net cash provided by financing activities		131,989			129,800			71,577

FOREIGN CURRENCY TRANSLATION GAIN (LOSS)		195			(452	)		501

NET (DECREASE) INCREASE IN CASH		(12,160	)		12,160			(22,286	)
CASH, BEGINNING OF THE YEAR		12,160			-			22,286

CASH, END OF THE YEAR	$	-		$	12,160		$	-
Supplemental cash flow information:
Interest paid	$	2,365		$	3,083		$	1,673

Non-cash financing activities:
Common stock issued to extinguish debt	$	25,010		$	25,500		$	-

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

Page 5

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2012, 2011 and 2010

1. ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

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

The Company focuses on becoming a provider of stored value cards catering to a wide variety of markets and to acquire ownership interests of companies in China. These products and services are aimed at capitalizing on stored-value and re-loadable prepaid card financial products.

Going concern

The accompanying consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the measurement and classification of the recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has experienced losses since inception and has a working capital deficiency of $1,865,966 as at December 31, 2012. During the years ended December 31, 2012, 2011 and 2010, the Company incurred net losses of $230,290, $258,484, and $258,529, respectively, and cash used in operations was $144,344, $117,188, and $94,364, respectively. The Company financed its operations via the issuance of common stock, bank loans and related party debt. The Company’s ability to realize its assets and discharge its liabilities in the normal course of business is dependent upon continued support of its creditors and shareholders, securing new sources of capital and financing, and the establishment of operations that provide the Company with positive cash flows. The Company is currently attempting to obtain additional financing from its existing shareholders and other strategic investors to continue its operations. However, there can be no assurance that the Company will obtain additional funds from these sources. Even if additional funds are obtained, they may not be on terms favourable to the Company.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Presentation

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

Page 6

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2012, 2011 and 2010

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates

The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Financial statement items subject to significant management judgment include revenue recognition; the completeness of accounts payable and accrued liabilities, and notes payable and related party loans payable; and the valuation of share-based compensation. While management believes that the estimates and assumptions are reasonable and appropriate in the circumstances, actual results may differ.

Investments

Investments in private entities are accounted for at cost because the Company does not have the ability to exercise significant influence over the operating and financial policies of these companies. The Company does not expect capital appreciation or income from these investments and has written off these investments in prior years under advertising, marketing and consulting expenses.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation of property and equipment is provided annually on a declining balance basis over the estimated useful lives of the assets, except for current year additions on which half of the normal rate is provided. The declining balance rates are as follows:

Office equipment	20%
Computer hardware	30%

Revenue Recognition

Transaction fee revenues from the stored value cards are recognized on a net basis when the transactions occur. These revenues are reported net of any cancelled transactions. The dollar value of the transaction fee revenues are calculated based on the agreement between the Company and each of the merchants. In both 2012 and 2011, the average transaction fee revenue is 0.05% of the transaction amount and $0.18 per transaction.

Stock-Based Compensation

The Company accounts for its stock-based compensation in accordance with ASC Topic 718, “Share-Based Payment” (“ASC 718”). Under ASC 718, the Company recognizes compensation costs related to share-based payment transactions in the consolidated financial statements based on the fair value of the equity (or liability) instruments issued over the period that an employee is expected to provide service in exchange for the award, based on the vesting terms of the specific stock compensation awards. Stock issued to non-employees is valued based on the fair value of the services received or the fair value of the stock given up.

Page 7

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2012, 2011 and 2010

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of

In accordance with ASC Topic 360, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. As at December 31, 2012, there was no impairment issue.

Income Taxes

The Company accounts for its income taxes under the liability method specified by ASC Topic 740, “Accounting for Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the effective tax rates which will be in effect when these differences reverse. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740 to allow recognition of such an asset.

The Company is required to make certain estimates and judgments about the application of tax law, the expected resolution of uncertain tax positions and other matters. In the event that uncertain tax positions are resolved for amounts different than the Company's estimates, or the related statutes of limitations expire without the assessment of additional income taxes, the Company will be required to adjust the amounts of the related assets and liabilities in the period in which such events occur.

Fair Value Measurement

Effective January 1, 2008, the Company adopted ASC Topic 820, “Fair Value Measurements” (“ASC 820”), and the related effective FASB Staff Positions. ASC 820 defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches, including market, income and/or cost approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is divided into three levels based on the reliability of inputs. The adoption of ASC 820 and the related FSP’s did not have a material effect on the Company’s consolidated financial position and operating results.

Page 8

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2012, 2011 and 2010

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation

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

Comprehensive Income (Loss)

The Company has adopted ASC Topic 830, “Reporting Comprehensive Income (Loss)” (“ASC 830”), which establishes standards for reporting and presentation of comprehensive income (loss), its components and accumulated balances. Comprehensive income (loss) is defined to include all changes in equity (shareholders’ deficiency) except those resulting from investments by or distributions to owners. Among other disclosures, ASC 830 requires that all items that are required to be recognized under the current accounting standards as a component of comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements. ASC 830 requires that items be included in other comprehensive income (loss) according to their nature, such as: foreign currency items, change in the fair value of derivative financial instruments and unrealized gains and losses on certain debt and equity securities. Comprehensive income (loss) is displayed in the consolidated statements of shareholders’ deficiency and in the consolidated balance sheets as a component of shareholders’ deficiency.

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

Loss Per Share

Basic loss per share is computed by dividing the net 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 loss by the weighted average number of basic shares outstanding increased by the number of shares that would be outstanding assuming conversion of any stock options, warrants, and convertible debt. Diluted net loss per share for the years ended December 31, 2012, 2011 and 2010 is the same as basic net loss per share.

Page 9

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2012, 2011 and 2010

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting Principles Recently Adopted

In May 2011, the FASB issued ASU No. 2011-04, - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”) (ASU 2011-04) (codified within ASC Topic 820). ASU 2011-04 gives value the same meaning between U.S. GAAP and IFRS and improves consistency of disclosures relating to fair value. ASU 2011-04 is effective for fiscal years beginning after December 15, 2011. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, - Comprehensive Income: Presentation of Comprehensive Income (ASU 2011-05) (codified within ASC Topic 220). ASU 2011-05 requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 is effective for fiscal years beginning after December 15, 2011. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In December 2011, the FASB issued ASU No. 2011-12, - Comprehensive Income: Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12) (codified within ASC Topic 220). ASU 2011-12 intends to supersede certain pending paragraphs in ASU 2011-05, Comprehensive Income: Presentation of Comprehensive Income, to effectively defer only those changes therein that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. ASU 2011-12 is effective for fiscal years beginning after December 15, 2011. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In August 2012, the FASB issued ASU No. 2012-03, “Technical Amendments and Corrections to SEC Sections – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 114. Technical Amendments Pursuant to SEC Release No. 33-9230, and Corrections Related to FASB Accounting Standards Update 2010-22, which amends various SEC paragraphs pursuant to the issuance of SAB No. 114. This ASU became effective on issuance. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Page 10

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2012, 2011 and 2010

3. RECENT ACCOUNTING PRONOUNCEMENTS

In December 2011, the FASB issued ASU No. 2011-11, - Balance Sheet: Disclosures about Offsetting Assets and Liabilities (ASU 2011-11) (codified within ASC Topic 210). ASU 2011-11 intends to provide enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position. This includes the effect or potential effect of rights of setoff associated with an entity's recognized assets and recognized liabilities within the scope of ASU 2011-11. ASU 2011-11 is effective for fiscal years beginning after January 1, 2013. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements.

On October 2012, the FASB issued ASU No. 2012-04, Technical Amendments and Corrections. The updates to current guidance make the codification easier to understand and the fair value measurement guidance easier to apply by eliminating inconsistencies and providing needed clarification. ASU No. 2012-04 is effective for fiscal periods beginning after December 15, 2012. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements.

In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities" to clarify the scope of the disclosure requirements described in the FASB's ASU No. 2011-11"Balance Sheet: Disclosures about Offsetting Assets and Liabilities" ("ASU 2011-11"). ASU No. 2011-11 requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. This update clarifies that the scope is limited to include derivatives or securities borrowing and lending transactions that are offset or subject to an enforceable master netting arrangement or similar agreement. These updates are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013 applied retrospectively for comparative periods presented. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). This standard requires companies to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, companies are required to present, either on the face of the statement where net income is presented or in the accompanying notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, companies are required to cross-reference to other disclosures that provide additional detail on those amounts. ASU 2013-02 is effective prospectively for reporting periods beginning after December 15, 2012. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements.

Page 11

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2012, 2011 and 2010

4.	DISCONTINUED OPERATIONS

International E-Gaming Developers Inc.

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

Ontario Private Water Labelling Limited

In 2003, the Company incorporated a wholly-owned subsidiary, Ontario Private Water Labelling Limited, under the laws of Canada. Through this subsidiary, management intended to approach corporate and retail entities that wish to use their own label on bottled water as promotional or marketing tools. Additionally, the Company intended to market its own line of bottled spring water to sell at concerts, sporting events, and other venues. The business of Ontario Private Water Labelling Limited was discontinued in 2007. The consolidated financial statements present the assets, liabilities and results of operations of these activities separately as discontinued operations.

Celebrity Tan Inc.

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

Summarized financial information as a result of discontinued operations is as follows:

	December 31, 2012		December 31, 2011
Other receivable	$	-	$	135
Total assets of discontinued operations	$	-	$	135

Accounts payable and accrued liabilities	$	315,088	$	304,259
Loans payable to related parties (see note 8)		41,411		40,810
Total liabilities of discontinued operations	$	356,499	$	345,069


	December 31, 2012		December 31, 2011		December 31, 2010

Income (expenses)	$	3,569	$	-	$	(143	)
Net income (loss) from discontinued operations	$	3,569	$	-	$	(143	)

Page 12

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2012, 2011 and 2010

5.	INVESTMENTS AND COMMITMENTS

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

To date, the Company has issued 500,000 shares to Ko Ho pursuant to the terms of the joint venture agreement. No new shares were issued to Ko Ho in 2012.

Since the beginning of 2007, through the partnership with Ko Ho, the Company acquired interests in the following four Chinese companies: Arden Trading Company Ltd., Hongxin Insurance Agency of China, Foshan Foshantong Information Technology Co., Ltd., and Serenity Investments Holdings Corp. The purpose of these investments was to facilitate entry into target markets in the People’s Republic of China by funding the marketing activities of these entities. All these investments were terminated by December 31, 2011 under mutual agreements with the counterparties.

6. PROPERTY AND EQUIPMENT

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

	2012		2011

Office equipment	$	28,853	$	28,853
Computer hardware		5,013		5,013

Total cost		33,866		33,866
Less: Accumulated depreciation		32,246		31,768

Net book value	$	1,620	$	2,098

Depreciation expense for the years ended December 31, 2012, 2011 and 2010 was $522, $711 and $924, respectively.

7.	NOTES PAYABLE

The notes are due to an arm’s length third party, bearing interest at 12% per annum, unsecured and repayable upon demand. Due to the demand features, these notes are presented in the accompanying consolidated balance sheets as current liabilities. The interest expense accrued for the years ended December 31, 2012, 2011 and 2010 was $35,025, $31,604 and $27,098, respectively.

Page 13

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2012, 2011 and 2010

8. LOANS PAYABLE – RELATED PARTIES

As at December 31, 2012, the Company was indebted to certain of its officers, directors and stockholders in the amount of $275,577 (December 31, 2011 - $262,795) for cash advances, consulting services and expenses paid on behalf of the Company. $234,166 (December 31, 2011 - $221,985) owed by the Company is recorded under loans payable and $41,411 (December 31, 2011 - $40,810) owed is recorded under discontinued operations (see note 4). These loans are unsecured, non-interest bearing and repayable upon demand. Due to the demand features, these loans are presented in the accompanying consolidated balance sheet as current liabilities.

9. DEFERRED INCOME TAXES

As of December 31, 2012, 2011 and 2010, the Company had net deferred tax assets, calculated at expected rates of 26.5%, 25% and 25% respectively, of approximately $1,835,000, $1,594,000 and $1,630,000, respectively, principally arising from net operating loss carry forwards 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 has been recorded as at December 31, 2012, 2011 and 2010.

A reconciliation of combined federal and provincial corporate income taxes at the Company’s effective tax rate of 26.5%, 28.25% and 31%, respectively, for the years ended December 31, 2012, 2011 and 2010 is as follows:

	2012			2011			2010
Net loss before income taxes	$	(230,290	)	$	(258,484	)	$	(258,529	)
Income taxes at statutory rates	$	(61,000	)	$	(73,000	)	$	(80,000	)
Tax effect of expenses not deductible for income tax purposes:
Stock-based compensation		-			-			(12,000	)
Effect of tax rate changes and other adjustments		(154,000	)		109,000			(108,000	)
Expiry of loss carry forwards		-			-			201,000
Change in valuation allowance		215,000			(36,000	)		(1,000	)
	$	-		$	-		$	-

The significant components of the deferred tax asset at December 31, 2012, 2011 and 2010 were as follows:

	2012			2011			2010
Net operating loss carry forwards	$	6,959,000		$	6,579,000		$	6,519,000

Deferred tax asset	$	1,835,000		$	1,594,000		$	1,630,000
Deferred tax asset valuation allowance		(1,835,000	)		(1,594,000	)		(1,630,000	)
	$	-		$	-		$	-

Page 14

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2012, 2011 and 2010

9. DEFERRED INCOME TAXES (continued)

At December 31, 2012, the Company had unused non-capital losses of $6,959,000 to offset future taxable income. The ultimate realization of future tax assets is dependent upon the generation of future taxable income during future periods. These losses expire to the extent unutilized against future taxable income as follows:

2014	$	207,000
2015		473,000
2026		790,000
2027		3,463,000
2028		636,000
2029		639,000
2030		260,000
2031		260,000
2032		231,000
	$	6,959,000

10.	COMMON STOCK

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

The Company has not issued any warrants in 2012, 2011 and 2010.

The Company also issued 2,000,000 shares of common stock during the 2012 fiscal year for services provided by non-employees. These shares were valued at a total of $2,001 based on the closing share price on the date of issuance.

Furthermore, a director of the Company accepted 15,000,000 shares of common stock thereof valued at $25,010 to settle part of the shareholder loan. The conversions incurred on February 10, 2012, and September 20, 2012 with a closing share price of $0.002, and $0.001, respectively.

During the year ended December 31, 2011, the Company issued for cash 19,100,000 shares of common stock. This stock was issued for approximately $0.01 per share for a total of $130,419.

The Company also issued 1,200,000 shares of common stock during the 2011 fiscal year for services provided by non-employees. These shares were valued at a total of $24,264 based on the closing share price on the date of issuance.

Furthermore, one of the creditors of the Company converted approximately 60% of their notes payable into 4,729,775 shares of common stock thereof valued at $25,500. The conversions incurred on February 14, 2011, May 5, 2011, and September 1, 2011 with a closing share price of $0.03, $0.011, and $0.0075, respectively.

Page 15

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2012, 2011 and 2010

11.	STOCK OPTIONS

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

The following table reflects the continuity of options outstanding:

					Average Exercise
	Options				Price
	2012		2011		2012		2011
Outstanding, beginning of year		1,700,000		1,700,000	$	0.23	$	0.23
Granted		-		-		-		-
Exercised		-		-		-		-
Cancelled/expired		-		-		-		-
Outstanding, end of year		1,700,000		1,700,000	$	0.23	$	0.23

The weighted average remaining contractual life and weighted average exercise price of options outstanding and exercisable as at December 31, 2012 are as follows:

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

$	0.12		1,200,000	(i)	$	0.12		0.22		1,200,000	$	0.12
$	0.15		250,000	(ii)	$	0.15		4.02		250,000	$	0.15
$	0.71		-	(ii)		-		-		-		-
$	0.90		250,000	(ii)	$	0.90		4.02		250,000	$	0.90

			1,700,000		$	0.23		1.34		1,700,000	$	0.23

(i)

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

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

Page 16

OXFORD INVESTMENTS HOLDINGS INC.

Notes to Consolidated Financial Statements

December 31, 2012, 2011 and 2010

11. STOCK OPTIONS (continued)

(ii)

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

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

12. RELATED PARTY TRANSACTIONS

The Company rents commercial space in Toronto, Canada, beginning in 2003, with a month-to-month agreement for rent for CDN $3,500. Rent expense for the year ended December 31, 2012 under this lease amounted to $43,505 (December 31, 2011 and 2010 - $43,748 and $43,174, respectively). Rent was paid to a corporation that is controlled by a director of the Company. As at December 31, 2012, the Company owed the corporation $113,074 (December 31, 2011 - $80,827), which is included in accounts payable and accrued liabilities.

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

13. FINANCIAL INSTRUMENTS

The Company’s financial instruments comprised of cash, accounts payable and accrued liabilities, notes payable, loans payable – related parties, and liabilities of discontinued operations. In management’s opinion, the fair value of these instruments approximates carrying value due to their short maturities. The fair value of the loans payable is not determinable since these instruments are unsecured and non-interest bearing.

Currency Risk

The Company is exposed to certain currency risks that the value of cash, bank indebtedness and accounts payable and accrued liabilities will fluctuate due to changes in foreign exchange rates. Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

Interest Rate Risk

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

Page 17

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