OXFORD FINANCE CORP - 10-Q Quarterly Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended September 30, 2003.


o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 000-50049

OXFORD FINANCE CORPORATION

(Exact name of registrant as specified in its charter)


Maryland (State or other jurisdiction of incorporation or organization)		01-0615368 (I.R.S. Employer Identification No.)


133 North Fairfax Street
Alexandria, VA (Address of principal executive office)		22314 (Zip Code)

(703) 519-4900
(Registrant’s telephone number, including area code)

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.

(2) Indicate by check mark whether the registrant is an accelerated filer. Yes o No x.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of the issuer’s Common Stock, $.01 par value, outstanding as of November 14, 2003 was 5,200,000.

OXFORD FINANCE CORPORATION
TABLE OF CONTENTS


		PAGE

PART I.	FINANCIAL INFORMATION		3
Item 1.	Financial Statements		3
	Balance Sheets as of September 30, 2003 (unaudited) and December 31, 2002		3
	Statements of Operations for the three and nine months ended September 30, 2003 and 2002 (unaudited)		4
	Statement of Stockholders’ Equity for the nine months ended September 30, 2003 (unaudited)		5
	Statement of Cash Flows for the nine months ended September 30, 2003 and 2002 (unaudited)		6
	Schedule of Investments as of September 30, 2003 and December 31, 2002 (unaudited)		7
	Notes to Financial Statements (unaudited)		12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
	Overview		19
	Results of Operations		22
	Liquidity and Capital Resources		25
Item 3.	Quantitative and Qualitative Disclosure About Market Risk		28
Item 4.	Control Procedures		28
PART II.	OTHER INFORMATION		29
Item 1.	Legal Proceedings		29
Item 2	Changes in Securities and Use of Proceeds		29
Item 3	Defaults upon Senior Securities		29
Item 4	Submission of Matters to a Vote of Security Holders		29
Item 5	Other Information		29
Item 6	Exhibits and Reports on Form 8-K		29

Item I. Financial Statements

OXFORD FINANCE CORPORATION

BALANCE SHEETS


							Prior to becoming
				As a Business			a Business
				Development			Development
				Company			Company
				September 30, 2003			December 31, 2002
				(Unaudited)
	ASSETS
	Cash and cash equivalents			$	4,276,599		$	11,831,439
	Investments:
		Loans at fair value (cost of $57,988,072 and $39,963,137)			57,988,072			39,963,137
		Less: unearned income			(1,117,715	)		(932,503	)
		Investment in equity securities at fair value (cost of $1,599,200 and $1,028,279, respectively)			1,560,795			999,948
		Other Investments			302,865			—

			Total Investments		58,734,017			40,030,582
	Principal and interest receivable				1,546,754			663,911
	Interest receivable - cash and cash equivalents				2,752			15,336
	Intangible assets, net				206,850			224,580
	Prepaid & other assets				647,656			498,363

TOTAL ASSETS				$	65,414,628		$	53,264,211

	LIABILITIES & STOCKHOLDERS’ EQUITY
LIABILITIES
	Notes payable			$	18,848,841		$	7,131,205
	Accounts payable				6,104			17,578
	Accrued expenses and other liabilities				402,138			171,747
	Customer deposits				256,814			124,253

Total Liabilities				$	19,513,897		$	7,444,783

STOCKHOLDERS’ EQUITY
	Preferred stock, 10,000,000 shares authorized, no shares issued or outstanding			$	—		$	—
	Common stock, $0.01 par value, 40,000,000 shares authorized and 5,200,000 shares issued and outstanding				52,000			52,000
	Capital in excess of par value				45,739,152			45,849,434
	Earnings (loss) in excess of distributions				147,984			(53,675	)
	Net unrealized depreciation on investments				(38,405	)		(28,331	)

Total stockholders’ equity					45,900,731			45,819,428

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY				$	65,414,628		$	53,264,211

SEE ACCOMPANYING NOTES.

OXFORD FINANCE CORPORATION

STATEMENTS OF OPERATIONS

(UNAUDITED)


									(1)
			Prior to becoming						Prior to becoming
	As a Business		a Business			As a Business			a Business
	Development		Development			Development			Development
	Company		Company			Company			Company
	Three Months		Three Months			Nine Months			Nine Months
	Ended		Ended			Ended			Ended
	September 30, 2003		September 30, 2002			September 30, 2003			September 30, 2002
Interest and fee income
Interest and fee income - loans	$	1,560,769	$	710,274		$	4,755,036		$	1,153,130
Interest income - cash and cash equivalents		6,364		103,238			57,130			261,125

Total interest and fee income		1,567,133		813,512			4,812,166			1,414,255
Operating expenses
Salaries, payroll taxes and benefits		511,753		312,638			1,454,896			598,819
Interest and financing fees		187,473		—			459,459			26,301
General and administrative		243,442		236,111			772,152			594,901

Total operating expense		942,668		548,749			2,686,507			1,220,021

Net operating income (loss) before provision for loan losses		624,465		264,763			2,125,659			194,234
Provision for loan losses		—		(35,000	)		—			(85,000	)

Net operating income (loss), before income taxes and net unrealized depreciation on investments		624,465		229,763			2,125,659			109,234
Income tax (expense) / benefit		—		(80,212	)		—			(32,000	)

Income before net unrealized depreciation on investments		624,465		149,551			2,125,659			77,234
Net unrealized appreciation / (depreciation) on investments		9,599		—			(10,074	)		—

Net increase (decrease) in stockholders’ equity resulting from net income (loss)	$	634,064	$	149,551		$	2,115,585		$	77,234

Per common share data:
Earnings per common share - basic and diluted	$	0.12	$	0.03		$	0.41		$	0.02
Dividends paid per common share	$	0.11	$	0.02		$	0.37		$	0.02
Weighted average common shares outstanding - basic and diluted		5,200,000		5,200,000			5,200,000			4,644,444

(1) The Company commenced operations on March 20, 2002.

SEE ACCOMPANYING NOTES.

OXFORD FINANCE CORPORATION

STATEMENT OF STOCKHOLDERS’ EQUITY

(UNAUDITED)


					Capital in			Earnings			Net unrealized			Total
	Common Stock				Excess of Par			in excess of			depreciation			Stockholders’
	Shares		Amount		Value			distributions			on investments			Equity

Balance at December 31, 2002		5,200,000	$	52,000	$	45,849,434		$	(53,675	)	$	(28,331	)	$	45,819,428
Public filing costs						(110,282	)								(110,282	)
Net increase / (decrease) in stockholders’ equity resulting from net income									2,125,659			(10,074	)		2,115,585
Dividend declared and paid									(1,924,000	)					(1,924,000	)

Balance at September 30, 2003		5,200,000	$	52,000	$	45,739,152		$	147,984		$	(38,405	)	$	45,900,731

SEE ACCOMPANYING NOTES.

OXFORD FINANCE CORPORATION

STATEMENT OF CASH FLOWS AND CASH EQUIVALENTS

(UNAUDITED)


				Prior to becoming
	As a Business			a Business
	Development			Development
	Company			Company
	Nine Months			Nine Months
	Ended			Ended
	September 30, 2003			September 30, 2002 (1)
Cash Flows from Operating Activities:
Net increase in stockholders’ equity resulting from net income	$	2,115,585		$	77,233
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Provision for loan losses		—			85,000
Depreciation expense		39,477			9,069
Amortization expense		17,730			5,910
Accretion of original issue discount		(492,742	)		(78,551	)
Changes in operating assets and liabilities:
Interest receivable		(188,160	)		(120,842	)
Prepaid and other assets		(133,851	)		(335,893	)
Accounts payable		(11,474	)		34,254
Accrued and other liabilities		362,951			256,038

Net Cash Flows Provided by Operating Activities		1,709,516			(67,782	)

Cash Flows from Investing Activities:
Capital expenditures		(42,335	)		(114,508	)
Purchase of intangible asset		—			(236,400	)
Net increase in loans and equity investments		(18,905,376	)		(29,410,682	)

Net Cash Flows Used in Investing Activities:		(18,947,711	)		(29,761,590	)

Cash Flows from Financing Activities
Stock Issuance Costs		(110,282	)		46,126,242
Proceeds from borrowings, net		11,717,637			—
Dividends paid		(1,924,000	)		(104,000	)

Net Cash Flows Provided by Financing Activities		9,683,355			46,022,242

Net (Decrease) Increase in Cash and Cash Equivalents		(7,554,840	)		16,192,870
Cash and Cash Equivalents - Beginning of Period		11,831,439			—

Cash and Cash Equivalents - End of Period	$	4,276,599		$	16,192,870

Supplemental Data:
Cash paid for interest:	$	397,245		$	26,357

(1) The Company commenced operations on March 20, 2002.

SEE ACCOMPANYING NOTES.

OXFORD FINANCE CORPORATION

SCHEDULE OF INVESTMENTS

(UNAUDITED)


			September 30, 2003
Portfolio Company	Investment		Cost (2)		Fair Value (2)
Agilix Corporation	Senior Debt		$	1,201,769	$	1,201,769
	Warrants to Purchase
		Common Stock		19,453		19,453

Alphavax Human Vaccines, Inc.	Senior Debt			398,783		398,783
	Warrants to Purchase
		Common Stock		1,932		2,084

Altus Biologics, Inc.	Senior Debt			2,080,736		2,080,736
	Warrants to Purchase
		Common Stock		50,546		36,434

Ambit Biosciences, inc.	Senior Debt			470,947		470,947
	Warrants to Purchase
		Preferred Stock		13,723		11,114

Amnis	Senior Debt			251,337		251,337

Amphora Discovery, Inc.	Senior Debt			3,916,918		3,916,918
	Warrants to Purchase
		Common Stock		101,218		68,460

Ardent Pharmaceuticals, Inc.	Senior Debt			94,793		94,793
	Warrants to Purchase
		Common Stock		6,178		4,501

Athenix, Inc.	Senior Debt			264,771		264,771
	Warrants to Purchase
		Preferred Stock		20,018		14,213

Axya Medical, Inc.	Senior Debt			49,475		49,475

Beyond Genomics, Inc.	Senior Debt			2,387,954		2,387,954
	Warrants to Purchase
		Common Stock		76,695		84,000

BioTrove, Inc.	Senior Debt			1,052,572		1,052,572
	Warrants to Purchase
		Preferred Stock		22,973		29,714

Cellular Genomics, Inc.	Senior Debt			2,446,876		2,446,876
	Warrants to Purchase
		Preferred Stock		123,588		126,762

Ceptyr	Senior Debt			1,002,333		1,002,333
	Warrants to Purchase
		Preferred Stock		23,423		25,915

Chemcodes, Inc.	Senior Debt			673,674		673,674
	Warrants to Purchase
		Preferred Stock		31,492		25,080

Cogent Neuroscience, Inc. (1)	Intellectual Property			302,865		302,865

CropSolution, Inc.	Senior Debt			940,292		940,292
	Warrants to Purchase
		Common Stock		50,156		49,248

Dynogen Pharmaceuticals, Inc.	Senior Debt			1,110,306		1,110,306
	Warrants to Purchase
		Preferred Stock		30,821		29,797

Egea Biosciences, Inc.	Senior Debt			1,158,603		1,158,603
	Warrants to Purchase
		Preferred Stock		44,448		45,500

Elixir Pharmaceuticals, Inc.	Senior Debt			1,878,466		1,878,466
	Warrants to Purchase
		Common Stock		54,194		64,800

(Continued on next page)

OXFORD FINANCE CORPORATION

SCHEDULE OF INVESTMENTS

(UNAUDITED)

(Continued from prior page)


			September 30, 2003
Portfolio Company	Investment		Cost (2)		Fair Value (2)
Elusys Therapeutics, Inc.	Senior Debt			311,697		311,697
	Warrants to Purchase
		Preferred Stock		6,987		5,963

Entelos, Inc.	Senior Debt			889,906		889,906

Genecraft, Inc.	Senior Debt			374,601		374,601
	Warrants to Purchase
		Preferred Stock		6,272		6,382

ICAgen, Inc.	Senior Debt			892,218		892,218

Impact Rx	Senior Debt			501,265		501,265

Infinity Pharmaceuticals	Senior Debt			4,523,777		4,523,777
	Warrants to Purchase
		Preferred Stock		87,578		83,860

Iomai Corporation	Senior Debt			1,405,689		1,405,689
	Warrants to Purchase
		Preferred Stock		20,256		20,256

LipoScience, Inc.	Senior Debt			1,972,929		1,972,929
	Warrants to Purchase
		Common Stock		63,883		62,998

Locus Discovery, Inc.	Senior Debt			2,798,287		2,798,287
	Warrants to Purchase
		Common Stock		172,932		127,217

Memory Pharmaceuticals, Inc.	Senior Debt			2,383,041		2,383,041
	Warrants to Purchase
		Common Stock		107,432		157,826

Metabasis Therapeutics, Inc.	Senior Debt			729,468		729,468

Microbia, Inc.	Senior Debt			2,382,350		2,382,350

Navimedix, Inc.	Senior Debt			1,275,393		1,275,393
	Warrants to Purchase
		Common Stock		19,649		20,435

Nobex, Inc.	Senior Debt			495,836		495,836
	Warrants to Purchase
		Preferred Stock		22,762		19,180

Norak BioSciences	Senior Debt			985,081		985,081
	Warrants to Purchase
		Preferred Stock		17,104		18,141

Odyssey Thera, Inc.	Senior Debt			322,931		322,931
	Warrants to Purchase
		Preferred Stock		10,060		10,218

Optobionics Corporation	Senior Debt			1,185,129		1,185,129
	Warrants to Purchase
		Preferred Stock		48,339		48,339

Picoliter, inc.	Senior Debt			833,191		833,191
	Warrants to Purchase
		Preferred Stock		26,615		28,812

Plexxikon, Inc.	Senior Debt			1,776,180		1,776,180
	Warrants to Purchase
		Preferred Stock		75,104		76,260

Protometrix, Inc.	Senior Debt			732,666		732,666
	Warrants to Purchase
		Preferred Stock		58,634		45,149

Quantum Dot	Senior Debt			170,604		170,604
	Warrants to Purchase
		Preferred Stock		3,722		3,946

Sagres Discovery, Inc.	Senior Debt			1,460,706		1,460,706
	Warrants to Purchase
		Preferred Stock		36,304		39,095

Stemco Biomedical	Senior Debt			436,156		436,156
	Warrants to Purchase
		Preferred Stock		10,549		11,505

Stressgen Biotechnologies, Inc.	Senior Debt			743,344		743,344

(Continued on next page)

OXFORD FINANCE CORPORATION

SCHEDULE OF INVESTMENTS

(UNAUDITED)

(Continued from prior page)


			September 30, 2003
Portfolio Company	Investment		Cost (2)		Fair Value (2)
Structural GenomiX, Inc.	Senior Debt			3,535,351		3,535,351
	Warrants to Purchase
		Preferred Stock		91,806		94,618

Surface Logix, Inc.	Senior Debt			321,562		321,562
	Warrants to Purchase
		Common Stock		720		777

Transmolecular, Inc.	Senior Debt			103,963		103,963
	Warrants to Purchase
		Preferred Stock		6,004		5,056

TransTech Pharma, Inc.	Senior Debt			1,292,459		1,292,459
	Warrants to Purchase
		Common Stock		29,118		30,855

Triad Therapeutics, Inc.	Senior Debt			131,061		131,061
	Warrants to Purchase
		Common Stock		3,864		4,196

US Genomics, Inc.	Senior Debt			421,277		421,277

Xcyte Therapies, Inc.	Senior Debt			101,637		101,637
	Warrants to Purchase
		Preferred Stock		2,650		2,636

Total Investments			$	58,772,422	$	58,734,017

(Continued on next page)

OXFORD FINANCE CORPORATION

SCHEDULE OF INVESTMENTS

(Continued from prior page)


			December 31, 2002
Portfolio Company	Investment		Cost (2)		Fair Value (2)
3-Dimensional Pharmaceuticals, Inc. (3)	Senior Debt		$	6,502,591	$	6,502,591

Alphavax, Human vaccines, Inc.	Senior Debt			410,901		410,901

Altus Biologics, Inc.	Senior Debt			1,600,376		1,600,376
	Warrants to Purchase
		Common Stock		39,165		39,165

Ambit Biosciences, inc.	Senior Debt			405,094		405,094
	Warrants to Purchase
		Preferred Stock		10,915		10,915

Amphora Discovery, Inc.	Senior Debt			2,697,379		2,697,379
	Warrants to Purchase
		Common Stock		47,218		18,887

Ardent Pharmaceuticals, Inc.	Senior Debt			119,394		119,394
	Warrants to Purchase
		Common Stock		6,178		6,178

Athenix, Inc.	Senior Debt			345,931		345,931
	Warrants to Purchase
		Preferred Stock		20,018		20,018

Axya Medical, Inc.	Senior Debt			70,280		70,280

Beyond Genomics, Inc.	Senior Debt			1,659,648		1,659,648
	Warrants to Purchase
		Common Stock		64,485		64,485

Cellular Genomics, Inc.	Senior Debt			2,950,443		2,950,443
	Warrants to Purchase
		Preferred Stock		172,054		172,054

Chemcodes, Inc.	Senior Debt			614,936		614,936
	Warrants to Purchase
		Preferred Stock		25,460		25,460

Cogent Neuroscience, Inc. (1)	Senior Debt			533,144		533,144

CropSolution, Inc.	Senior Debt			1,073,339		1,073,339
	Warrants to Purchase
		Common Stock		47,608		47,608

Dynogen Pharmaceuticals, Inc.	Senior Debt			236,371		236,371
	Warrants to Purchase
		Preferred Stock		7,590		7,590

Elixir Pharmaceuticals, Inc.	Senior Debt			414,572		414,572
	Warrants to Purchase
		Common Stock		15,910		15,910

Entelos, Inc.	Senior Debt			729,140		729,140

ICAgen, Inc.	Senior Debt			476,509		476,509

Infinity Pharmaceuticals	Senior Debt			2,165,921		2,165,921
	Warrants to Purchase
		Preferred Stock		41,205		41,205

(Continued on next page)

OXFORD FINANCE CORPORATION

SCHEDULE OF INVESTMENTS

(Continued from prior page)


			December 31, 2002
Portfolio Company	Investment		Cost (2)		Fair Value (2)
LipoScience, Inc.	Senior Debt			2,454,335		2,454,335
	Warrants to Purchase
		Common Stock		87,755		87,755

Locus Discovery, Inc.	Senior Debt			3,473,822		3,473,822
	Warrants to Purchase
		Common Stock		166,244		166,244

Memory Pharmaceuticals, Inc.	Senior Debt			1,735,330		1,735,330
	Warrants to Purchase
		Common Stock		82,453		82,453

Microbia, Inc.	Senior Debt			1,467,927		1,467,927

Nobex, Inc.	Senior Debt			323,180		323,180
	Warrants to Purchase
		Preferred Stock		15,275		15,275

Plexxikon, Inc.	Senior Debt			1,691,146		1,691,146
	Warrants to Purchase
		Preferred Stock		44,091		44,091

Protometrix, Inc.	Senior Debt			752,483		752,483
	Warrants to Purchase
		Preferred Stock		49,618		49,618

Structural GenomiX, Inc.	Senior Debt			3,444,050		3,444,050
	Warrants to Purchase
		Preferred Stock		79,033		79,033

Transmolecular, Inc.	Senior Debt			129,061		129,061
	Warrants to Purchase
		Preferred Stock		6,004		6,004
US Genomics, Inc.	Senior Debt			553,331		553,331

Total Investments			$	40,058,913	$	40,030,582

(1) Non-income producing.

(2) Non-income producing. The warrants we hold represent, in each instance, less than 1% of the company issuing the warrants

(3) Publicly traded investment.

SEE ACCOMPANYING NOTES.

OXFORD FINANCE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2003

NOTE 1. UNAUDITED INTERIM FINANCIAL STATEMENTS

Interim financial statements of Oxford Finance Corporation (the “Company”, “Oxford”, “we” or “us”) are prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals, necessary for the fair presentation of financial statements for the interim periods have been included. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the year. These financial statements and the accompanying notes should be read in connection with the audited financial statements of Oxford Finance Corporation for the year ended December 31, 2002, which are included in its registration statement on Form 10, as amended, filed on March 21, 2003. The results of operations for interim periods are not necessarily indicative of results to be expected for the year.

NOTE 2. DESCRIPTION OF BUSINESS

The Company was incorporated under the General Corporation Laws of the State of Maryland on October 23, 2001. On December 31, 2002, the Company elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. In addition, the Company intends to elect to be regulated for tax purposes as a Regulated Investment Company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) for the calendar year 2003.

To qualify as a RIC for federal income tax purposes, the Company was required to distribute any “earnings and profits” (as determined for federal income tax purposes) from operations prior to the elective election to be taxed as a RIC. To meet this requirement, the Company paid dividends during 2002 of substantially all of the earning and profits for the year ended December 31, 2002.

As a RIC, the Company will be required to pay out as a dividend 90% of its ordinary income and short-term capital gains for each taxable year in order to maintain its status as a RIC under Subtitle A, Chapter 1 of Subchapter M of the Code. The Company intends to pay out as a dividend substantially all those amounts. The amount to be paid out as a dividend is determined by the Board of Directors each quarter and is based on the annual earnings estimated by the management of the Company. The Company has a policy of retaining long-term capital gains and not paying them out as dividends.

The Company’s investment objective is to achieve a high level of current income from interest payments from the loans made to portfolio companies and to achieve capital gains through an increase in the value of the warrants received from portfolio companies in connection with these loans. The Company provides loans primarily to emerging-growth life sciences companies. The Company generally secures loans with equipment and other assets.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements are based on the selection and application of significant accounting policies, which require management to make significant estimates and assumptions. The Company believes that the following are some of the more critical judgment areas in the application of the Company’s accounting policies that currently affect the Company’s financial condition and results of operations.

Conversion to Business Development Company

On December 31, 2002 the Company elected to be regulated as a BDC under the Investment Company Act of 1940. The results of operations for 2002 reflect the Company’s results prior to operating as a BDC and the cumulative effect of accounting change for the conversion to a BDC on December 31, 2002. Accounting principles used in the preparation of the financial statements as a BDC differ primarily related to the carrying value of investments and the accounting for income taxes.

Interest and Fee Income Recognition - Interest income is recorded on the accrual basis to the extent that such amounts are expected to be collected. Original issue discount is amortized into interest income using the effective interest method. It is

management’s practice to cease accruing interest on loans when payments are 90 days delinquent. However, management may elect to continue the accrual of interest when the estimated net realizable value of collateral is sufficient to cover the principal balance and accrued interest, and the loan is in the process of collection. Unearned fees are amortized over the term of the related loan using the effective interest method.

Cash and cash equivalents - Cash and cash equivalents consist of demand deposits and highly liquid investments with original maturities of three months or less.

Valuation of Investments - Substantially all of the Company’s investments are carried at fair value as determined by the Company’s Board of Directors. Prior to the Company’s conversion to a BDC, the Company recorded an allowance for loan losses and only marketable debt and equity securities and certain derivative securities were required to be carried at market value. As a BDC, because all of the Company’s investments were acquired in privately negotiated transactions and do not have readily determinable market values, the investments are required to be carried at fair value. Fair value is determined in good faith by the Company’s Board of Directors pursuant to the Company’s valuation policy, with changes in value reported quarterly through the Company’s statement of operations under the caption “unrealized appreciation (depreciation) on investments.” Determination of fair value involves subjective judgments and the resultant values may not represent amounts at which investments could be bought or sold in an independent third party transaction, and the difference could be material.

Commercial loans - Net unearned income includes unearned fees of $1,118,000 and $933,000 at September 30, 2003 and December 31, 2002, respectively. Unearned fees are amortized over the term of the related loan using the effective interest method for amortizing term loans. In general, the Company’s loans are collateralized by equipment and other assets pledged by the Company’s customers. At September 30, 2003 and December 31, 2002, the Company’s loans were carried at fair value. In making such a determination, loans for which no public trading market exists, the Board of Directors values loans at original cost less principal repayment, unless economic, industry, or company fundamentals have deteriorated to the degree that the market value or repayment expectation indicates otherwise. The board considered the following factors: enterprise value, enterprise performance asset liquidation, collateral value, comparable loan purchases/sales, or other sources of repayment.

Investments in equity securities - In certain loan arrangements, warrants are received from the borrower as additional origination fees. The Company’s equity securities are carried at fair value. These equity securities are warrants in non-public companies and typically have an exercise price equal to the price of the stock as determined in the most recent equity round of financing. On a quarterly basis, the board establishes the fair value of warrants using Black-Scholes valuation techniques and taking an assessment and review of the borrower’s business performance under consideration. The board will consider subsequent rounds of financing that establish a third-party confirmation of value. In the absence of a new round of financing consideration is given to the portfolio company’s performance.

Debt issuance costs - Debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These amounts of $355,000 at September 30, 2003 and $233,000 at December 31, 2002 are included in other assets on the balance sheet and are amortized into the statement of operations as interest expense ratably over the contractual term of the borrowing on the effective interest method.

Stock-based compensation - The Company accounts for stock-based compensation arrangements in accordance with the intrinsic value method as defined by the Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock-Based Compensation – Transition and Disclosure”, which for the Company requires certain disclosures related to the Company stock-based compensation arrangements. Under APB No. 25 and related interpretations, if the exercise price of the employee stock options equals or exceeds the fair value of the underlying stock on the date of grant, and other criteria are met, the Company records no compensation expense for the award of employee stock options.

On February 28, 2003, the Company granted 674,000 stock options with a strike price of $8.81, to executive management. One third of these options vested immediately, with the remainder then vesting on a quarterly basis ratably over the next three years. These options expire in February, 2013. The following tables presents the effect on net increase (decrease) in stockholders’ equity resulting from net earnings / net income (loss) and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, to the Company’s stock-based compensation.


	Three Months			Three Months
	Ended			Ended
	September 30, 2003			September 30, 2002
Net increase (decrease) in stockholders’ equity resulting form earnings / net income (loss)	$	634,064		$	149,551
Add: Stock-based compensation included in net increase (decrease) in stockholders’ equity resulting from earnings / net income (loss)		—			—
Less: Stock-based compensation expense determined under the fair value based method for all awards		(90,991	)		—

Pro Forma net increase (decrease) in stockholders’ equity resulting form earnings / net income (loss)	$	543,073		$	149,551

Earnings (loss) per share
Basic and diluted - as reported	$	0.12		$	0.04
Basic and diluted - pro forma	$	0.10		$	0.04


	Nine Months			Nine Months
	Ended			Ended
	September 30, 2003			September 30, 2002
Net increase (decrease) in stockholders’ equity resulting form earnings / net income (loss)	$	2,115,585		$	77,234
Add: Stock-based compensation included in net increase (decrease) in stockholders’ equity resulting from earnings / net income (loss)		—			—
Less: Stock-based compensation expense determined under the fair value based method for all awards		(545,942	)		—

Pro Forma net increase (decrease) in stockholders’ equity resulting form earnings / net income (loss)	$	1,569,643		$	77,234

Earnings (loss) per share
Basic and diluted - as reported	$	0.41		$	0.02
Basic and diluted - pro forma	$	0.30		$	0.02

Property and equipment - Property and equipment are carried at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets ranging from three to five years.

Intangible Assets - Intangible assets are recorded in accordance with SFAS No. 142 “Goodwill and Other Intangible Assets” issued in September 2001. This Statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, Intangible Assets. It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. The Company is amortizing these intangible assets over their expected life which is ten years.

Income Taxes - Through December 31, 2002 the Company was taxed under subchapter C of the Internal Revenue Code. The Company intends to elect to be taxed as a RIC under Subchapter M of the Internal Revenue Code effective January 1, 2003. Pursuant to this election, if the Company qualifies to be a RIC, Oxford generally will not pay corporate-level income taxes on any income distributed to stockholders as dividends, allowing the Company to substantially reduce or eliminate corporate-level income tax liability.

As of September 30, 2003 and December 31, 2002, tax assets of $78,000 represent refunds receivable of prior year payments.

Start up Costs - All start up costs are expensed as incurred.

Use of estimates in the preparation of financial statements - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ from those estimates. As a BDC, because all of the Company’s investments were acquired in privately negotiated transactions and do not have readily determinable market values, the investments are required to be carried at fair value. Fair value is determined in good faith by the Company’s Board of Directors pursuant to the Company’s valuation policy, with changes in value reported quarterly through the Company’s statement of operations under the caption “unrealized appreciation (depreciation) on investments.” Determination of fair value involves subjective judgments and the resultant values may not represent amounts at which investments could be bought or sold in an independent third party transaction, and the difference could be material.

Recently issued accounting pronouncements — In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“SFAS 150”). The Company has adopted this provision in the quarter ended September 30, 2003. There was no impact to the Company.

Reclassifications

Certain prior period information has been reclassified to conform to current year presentation.

NOTE 4. INVESTMENTS

At September 30, 2003 and December 31, 2002, investments consisted of the following:


	September 30, 2003						December 31, 2002
	Cost			Fair Value			Cost			Fair Value
Senior Debt	$	57,988,072			57,988,072		$	39,963,137		$	39,963,137
Investments in Equity Securities		1,599,200			1,560,795			1,028,279			999,948
Other Investments		302,865			302,865			—			—
Unearned income		(1,117,715	)		(1,117,715	)		(932,503	)		(932,503	)

Total	$	58,772,422		$	58,734,017		$	40,058,913		$	40,030,582

The composition of the Company’s portfolio of investments as of September 30, 2003 and December 31, 2002 at cost and fair values was as follows:


	Investments at Fair Value
	September 30, 2003				December 31, 2002
Senior Debt	$	56,870,357	96.8	%	$	39,030,634	97.5	%
Investments in Equity Securities		1,560,795	2.7	%		999,948	2.5	%
Other Investments		302,865	0.5	%		—	0.0	%

Total	$	58,734,017	100.0	%	$	40,030,582	100.0	%


	Investments at Cost
	September 30, 2003				December 31, 2002
Senior Debt	$	56,870,357	96.8	%	$	39,030,634	97.4	%
Investments in Equity Securities		1,599,200	2.7	%		1,028,279	2.6	%
Other Investments		302,865	0.5	%		—	0.0	%

Total	$	58,772,422	100.0	%	$	40,058,913	100.0	%

The Company provides loans primarily to emerging-growth life science companies. The Company’s loans are generally collateralized by a first priority security interest in essential-use assets, primarily laboratory equipment, and to a lesser extent, computers, furniture, software and manufacturing equipment that tends to retain secondary market value. The monthly amortization of the loans is intended to keep the loan balances in line with secondary market values based on management’s experience. Generally, the Company does not finance special purpose or customized equipment. The Company’s loans are amortizing term loans that generally mature between 30 and 48 months. Debt instruments are at fixed rates of interest which range from 600 to 1,000 basis points above coterminous Treasury Bills.

Set forth below is a table showing the composition of Oxford’s portfolio by industry section at cost and fair value at September 30, 2003 and December 31, 2002.


	Investments at Fair Value
	September 30, 2003					December 31, 2002
			Percent of					Percent of
Industry Sector:	Investment		Total			Investment		Total
Therapeutics	$	30,876,981		53	%	$	19,603,385		49	%
Enabling technology		19,645,738		33	%		15,606,906		39	%
Diagnostics		2,035,928		3	%		2,542,090		6	%
Agriculture Biotechnology		1,268,524		2	%		1,486,896		4	%
Other		4,906,847		8	%		819,636		2	%

Total	$	58,734,017		100	%	$	40,058,913		100	%


	Investments at Cost
	September 30, 2003					December 31, 2002
			Percent of					Percent of
Industry Sector:	Investment		Total			Investment		Total
Therapeutics	$	30,807,169		52	%	$	19,603,385		49	%
Enabling technology		19,747,296		34	%		15,578,575		39	%
Diagnostics		2,036,812		3	%		2,542,090		6	%
Agriculture Biotechnology		1,275,237		2	%		1,486,896		4	%
Other		4,905,909		8	%		819,636		2	%

Total	$	58,772,422		100	%	$	40,030,582		100	%

At September 30, 2003, approximately 75% of the Company’s investments are in portfolio companies located in the eastern United States.

Investments in portfolio companies increased from $40,030,582 to $58,734,017 during the first three quarters of 2003. Repayments during the first three quarters of 2003 include a prepayment in full of an investment in a portfolio company with a balance of $5,948,421 in 2003. This portfolio company was acquired during the first quarter of 2003, and the new parent company elected to repay the loan as well as a prepayment fee of $551,759 which is included in interest and fee income in the statement of operations. During the first three quarters of 2003, other portfolio companies made regularly scheduled principal repayments of $12,152,933.

Investments in equity securities represent the Company’s ownership of warrants received primarily as part of a loan arrangement. In certain loan arrangements, warrants are received from the borrower as additional origination fees to provide the Company with a potentially enhanced internal rate of return. At September 30, 2003, 80% of Oxford’s loans had associated warrants. When the Company receives a warrant to purchase stock in a borrower in connection with a loan, the warrant will typically have an exercise price, equal to the price of the stock as determined in the most recent equity round of financing, and entitles the Company to purchase a non-controlling percentage of the borrower’s stock. Any resulting discount on the loan from recordation of warrants is accreted into income over the term of the loan.

At September 30, 2003, there was one investment with a fair value of approximately $302,000, or approximately 0.5% of the investment portfolio on non-accrual status as compared to 1.3% of the investment portfolio at December 31, 2002. This portfolio company filed for Chapter 7 bankruptcy protection on December 3, 2002. During 2002, the Company recorded a loss of $315,000 related to this loan. We currently believe that the value of the collateral approximates the investment balance and that we will not incur any loss on its liquidation. However, there can be no assurance that the collateral value will be sufficient to repay the investment in full. This is presented on the Balance Sheet as Other Investments. We had no other delinquent loans or investments at September 30, 2003.

NOTE 5 BORROWINGS

On November 27, 2002, the Company entered into a Master Loan and Security Agreement with Farmers & Mechanics Bank (“F&M Bank”). Pursuant to the agreement, F&M Bank agreed to provide the Company $7,500,000 in term loans that must be drawn down by April 30, 2004. The Company has the option of selecting a fixed interest rate equal to F&M Bank’s like term cost of funds plus 320 basis points or a floating interest rate equal to the base rate plus 1 percent. The base rate is equal to the highest per annum rate published from time to time in the Wall Street Journal. The obligations to F&M Bank to

repay the loans are secured by certain eligible loans. The average interest rate on the Company’s borrowings was a fixed rate of 6.32% at September 30, 2003.

At September 30, 2003 the Company had outstanding $6,848,841 and pledged certain loans as collateral. The loans had terms coterminous with the Company’s pledged customer loans and ranged between 30 and 48 months with fixed interest rates ranging from 4.97% to 6.95%. Monthly principal and interest payments due on these term loans commenced on January 15, 2003 and end on November 15, 2006. The Company is subject to certain financial covenants including an interest rate coverage ratio and a maximum debt to net worth covenant.

On May 2, 2003, the Company entered into a Master Loan and Security Agreement with National City Bank. Pursuant to the agreement, as amended, National City Bank agreed to provide the Company $15,000,000 in revolving loans that are available to be drawn down by October 31, 2003 with a maximum term of 48 months. The Company has the option of selecting an interest rate equal to the 30-Day LIBOR plus 325 basis points or National City Bank’s base rate which is the prime rate plus 150 basis points. The obligations to National City Bank to repay the loans are secured by certain eligible loans.

At September 30, 2003 the Company had outstanding $12,000,000 in revolving loans and pledged certain loans as collateral. Monthly interest payments, at 4.37%, commenced in July, 2003. The Company is subject to a borrowing base and certain financial covenants including an interest rate coverage ratio and a maximum debt to net worth covenant.

NOTE 6. EARNINGS / (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted loss per share for the three months ended September 30:


	2003

Net increase in stockholder’s equity resulting from earnings/net income	$	634,064
Denominator for basic weighted average shares		5,200,000
Dilutive potential shares		—
Denominator for diluted weighted average shares		5,200,000
Basic earnings per common share	$	0.12
Diluted earnings per common share	$	0.12


	2002

Net increase in stockholder’s equity resulting from earnings/net income	$	149,951
Denominator for basic weighted average shares		5,200,000
Dilutive potential shares		—
Denominator for diluted weighted average shares		5,200,000
Basic earnings per common share	$	0.03
Diluted earnings per common share	$	0.03

The following table sets forth the computation of basic and diluted loss per share for the nine months ended September 30:


	2003

Net increase in stockholder’s equity resulting from earnings/net income	$	2,115,585
Denominator for basic weighted average shares		5,200,000
Dilutive potential shares		—
Denominator for diluted weighted average shares		5,200,000
Basic earnings per common share	$	0.41
Diluted earnings per common share	$	0.41


	2002

Net increase in stockholder’s equity resulting from earnings / net income	$	77,234
Denominator for basic weighted average shares		4,644,444
Dilutive potential shares		—
Denominator for diluted weighted average shares		4,644,444
Basic loss per common share	$	0.02
Diluted loss per common share	$	0.02

NOTE 7. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the nine months ended September 30, 2003:


	Nine Months			Three Months
	Ended			Ended
	September 30, 2003			September 30, 2003
Per Share Data - basic and diluted:
Net asset Value at beginning of period	$	8.81		$	8.82
Net operating income		0.41			0.12
Increase in unrealized depreciation on investments		(0.01	)		(0.00	)

Net increase in stockholders’ equity resulting from earnings		0.40			0.12
Dividends paid		(0.37	)		(0.11	)
Business Development Company reporting costs *		(0.01	)		—

Net decrease in stockholders’ equity resulting from distributions		(0.38	)		(0.11	)

Net asset value at end of period	$	8.83		$	8.83

Ratio/Supplemental Data:
Net Assets at end of period	$	45,900,731		$	45,900,731
Ratio of operating expenses to average net assets		5.8	%		2.0	%
Ratio of net operating income to average net assets		4.7	%		1.4	%

* Costs in connection with the Company’s conversion to a Business Development Company and filing of registration statement on Form 10, as amended on March 21, 2003.

NOTE 8. SUBSEQUENT EVENTS

On October 17, 2003, the Company entered into a Master Loan and Security Agreement with National City Bank, as administrative agent, and other lenders as part of a syndicate. Pursuant to the agreement, National City Bank and other lenders agreed to provide the Company $35,000,000 in revolving loans that must be drawn down by May 31, 2005. If the Company draws on the line of credit, the Company has the option of selecting an interest rate equal to the 30-Day LIBOR plus 325 basis points or the base rate which is the prime rate plus 150 basis points. The obligations to National City Bank and other lenders to repay the loans are secured by certain eligible loans. Concurrent with this agreement, the Company cancelled its previous Master Loan and Security Agreement, as amended, with National City Bank dated September 25, 2003. As of November 14, 2003, the Company has utilized $9,000,000 of this line and has $26,000,000 remaining available.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

ALL STATEMENTS CONTAINED HEREIN, OTHER THAN HISTORICAL FACTS, MAY CONSTITUTE “FORWARD-LOOKING STATEMENTS” THESE STATEMENTS MAY RELATE TO, AMONG OTHER THINGS, FUTURE EVENTS OR OUR FUTURE PERFORMANCE OR FINANCIAL CONDITION. IN SOME CASES, YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS “MAY,” “MIGHT,” “BELIEVE,” “WILL,” “PROVIDED,” “ANTICIPATE,” “FUTURE,” “COULD,” “GROWTH,” “PLAN,” “INTEND,” “EXPECT,” “SHOULD,” “WOULD,” “IF,” “SEEK,” “POSSIBLE,” “POTENTIAL” OR THE NEGATIVE OF SUCH TERMS OR COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FACTORS INCLUDE, AMONG OTHERS, (1) ADVERSE CHANGES IN INTEREST RATES; (2) OUR FAILURE OR INABILITY TO ESTABLISH OR MAINTAIN REFERRAL ARRANGEMENTS WITH VENTURE CAPITAL FUNDS TO GENERATE LOAN OPPORTUNITIES; (3) THE LOSS OF ONE OR MORE OF OUR EXECUTIVE OFFICERS,; (4) OUR INABILITY TO MAINTAIN A CREDIT FACILITY ON TERMS REASONABLY ACCEPTABLE TO US, IF AT ALL; (5) OUR INABILITY TO SUCCESSFULLY SECURITIZE OUR LOAN PORTFOLIO ON TERMS REASONABLY ACCEPTABLE TO US, IF AT ALL; (6) THE DECISION OF OUR COMPETITORS TO AGGRESSIVELY SEEK TO MAKE SENIOR LOANS TO LIFE SCIENCES BUSINESSES ON TERMS MORE FAVORABLE THAN WE INTEND TO PROVIDE; AND (7) THOSE FACTORS LISTED UNDER THE CAPTION “RISK FACTORS” IN OUR FORM 10, AS FILED ON MARCH 21, 2003. WE CAUTION READERS NOT TO PLACE UNDUE RELIANCE ON ANY SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE AFTER THE DATE OF THIS REPORT.

THE FOLLOWING ANALYSIS OF OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO CONTAINED ELSEWHERE IN THIS REPORT.

OVERVIEW

We were incorporated under the General Corporation Laws of the State of Maryland on October 23, 2001. On December 31, 2002, we elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. In addition, we intend to elect to be regulated for tax purposes as a Regulated Investment Company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code’’) for the calendar year 2003.

We commenced operations on March 20, 2002 and made our first loans in portfolio companies at the end of the first quarter of 2002. Results for the first quarter of 2002 include only a partial period of activity and thus are not indicative of future results, nor comparable to the results for the quarter ended September 30, 2003.

Our investment objective is to achieve a high level of current income from interest payments and from the loans we make to portfolio companies and to achieve capital gains through an increase in the value of the warrants we receive from our portfolio companies in connection with these loans.

We target private emerging-growth companies in the life science industry that meet our lending criteria, including substantial ownership by experienced private equity investors, adequate assets for loan collateral, strong cash position, experienced management teams with a meaningful ownership interest in the business, potential for growth and profitable operations, and potential opportunities for us to realize appreciation and gain liquidity in our equity position. We anticipate that this liquidity may be achieved through a merger or acquisition of the portfolio company or a public offering by the portfolio company.

On March 28, 2002 we completed a private offer and sale of 5,000,000 shares of common stock, $.01 par value per share. Proceeds to the Company, net of underwriting costs, were $46,500,000, and were used to fund loans, and for corporate and working capital purposes.

Conversion to Business Development Company

On December 31, 2002 we elected to be regulated as a BDC under the Investment Company Act of 1940. The results of operations for 2002 reflect our results prior to operating as a BDC and the cumulative effect of accounting change for the conversion to a BDC on December 31, 2002. Accounting principles used in the preparation of the financial statements as a BDC differ primarily related to the carrying value of investments and the accounting for income taxes.

PORTFOLIO COMPOSITION AND ASSET QUALITY

We make loans primarily to emerging-growth life sciences companies to finance equipment acquisitions that are essential to their businesses. Our loans will range from $100,000 to $6,500,000 (averaging approximately $1,750,000), and mature in approximately three to four years. Generally, our loans accrue interest at a fixed rate of from 9% to 14% and are not rated by any debt rating agency. The average effective rate and term of our loans at September 30, 2003 is approximately 12% and 40 months. Our loans are generally collateralized by a first priority security interest in essential-use assets, primarily laboratory equipment, and to a lesser extent, computers, furniture, software and manufacturing equipment that tends to retain secondary market value The monthly amortization of the loans is intended to keep the loan balances in line with secondary market values based on management’s experience. Generally, we do not finance special purpose or customized equipment. The loans are fully amortized over the term, with payments of principal and interest being required on a monthly basis.

We seek to provide our stockholders with long-term capital growth through the appreciation in the value of warrants or other equity instruments that we may receive when we make loans. When we receive a warrant to purchase stock in a borrower in connection with a loan, the warrant will typically have a nominal exercise price, equal to the price of the stock as determined in the most recent equity round of financing, and entitles us to purchase a non-controlling percentage of the borrower’s stock.

On December 31, 2002 we elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. In addition, the Company intends to elect to be regulated for tax purposes as a Regulated Investment Company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) for the year 2003. As a BDC, we are required to make available significant managerial assistance to our portfolio companies. The specific services we provide vary by portfolio company, but generally consist of reviewing existing credit facilities, reviewing business plans and providing general financial advice.

Prior to making a loan, we ordinarily enter into a non-binding proposal letter with the potential borrower. These proposals are generally subject to a number of conditions, including but not limited to the satisfactory completion of our due diligence investigations of the potential borrower’s business. Typically, upon execution of this non-binding proposal letter, the potential borrower pays us a non-refundable fee (usually no more than 1% of our proposed loan) for our services rendered through the commitment date. We recognize this fee, net of direct expenses, as revenue over the life of the associated loan.

Total investment activity as of and for the three months ended September 30, 2003 was:


Beginning Portfolio: July 1, 2003	$	52,024,385
Originations/Net Draws		11,300,398
Repayments		<4,600,321	>
Net Change in Unrealized Appreciation (Depreciation) on Loans and Warrants		9,555

Ending Portfolio September 30, 2003	$	58,734,017

Total investment activity as of and for the nine months ended September 30, 2003 was:


Beginning Portfolio: January 1, 2003	$	40,030,582
Originations/Net Draws		36,814,863
Repayments		<18,101,354	>
Net Change in Unrealized Appreciation (Depreciation) on Loans and Warrants		<10,074	>

Ending Portfolio September 30, 2003	$	58,734,017

Investments in portfolio companies increased from $40,030,582 to $58,734,017 during the first three quarters of 2003. Repayments during the first three quarters of 2003 include a prepayment in full of an investment in a portfolio company with a balance of $5,948,421 in 2003. This portfolio company was acquired during the first quarter of 2003, and the new parent company elected to repay the loan as well as a prepayment fee of $551,759 which is included in interest and fee income in the statement of operations. During the first quarter of 2003, other portfolio companies made regularly scheduled principal repayments of $12,152,933.

The majority of our investments are senior secured loans. Our investments in equity securities are warrants to acquire equity interests. The receipt of warrants

allows us to participate in positive changes in the value of the portfolio company. The following table shows the cost and fair value of our portfolio by asset class as of September 30, 2003 and December 31, 2002:


	Investments at Fair Value
	September 30, 2003				December 31, 2002
Senior Debt	$	56,870,357	96.8	%	$	39,030,634	97.5	%
Investments in Equity Securities		1,560,795	2.7	%		999,948	2.5	%
Other Investments		302,865	0.5	%		—	0.0	%

Total	$	58,734,017	100.0	%	$	40,030,582	100.0	%


	Investments at Cost
	September 30, 2003				December 31, 2002
Senior Debt	$	56,870,357	96.8	%	$	39,030,634	97.4	%
Investments in Equity Securities		1,599,200	2.7	%		1,028,279	2.6	%
Other Investments		302,865	0.5	%		—	0.0	%

Total	$	58,772,422	100.0	%	$	40,058,913	100.0	%

Set forth below is a table showing the composition of Oxford’s portfolio by industry section at fair value and cost at September 30, 2003 and December 31, 2002.


	Investments at Fair Value
	September 30, 2003					December 31, 2002
			Percent of					Percent of
Industry Sector:	Investment		Total			Investment		Total
Therapeutics	$	30,876,981		53	%	$	19,603,385		49	%
Enabling technology		19,645,738		33	%		15,606,906		39	%
Diagnostics		2,035,928		3	%		2,542,090		6	%
Agriculture Biotechnology		1,268,524		2	%		1,486,896		4	%
Other		4,906,847		8	%		819,636		2	%

Total	$	58,734,017		100	%	$	40,058,913		100	%


	Investments at Cost
	September 30, 2003					December 31, 2002
			Percent of					Percent of
Industry Sector:	Investment		Total			Investment		Total
Therapeutics	$	30,807,169		52	%	$	19,603,385		49	%
Enabling technology		19,747,296		34	%		15,578,575		39	%
Diagnostics		2,036,812		3	%		2,542,090		6	%
Agriculture Biotechnology		1,275,237		2	%		1,486,896		4	%
Other		4,905,909		8	%		819,636		2	%

Total	$	58,772,422		100	%	$	40,030,582		100	%

In addition to various risk management and monitoring tools, we also use a rating system to characterize and monitor our expected level of returns on each loan and warrant in our portfolio. We use the following 1 to 5 rating scale. Below is a description of the conditions associated with each rating:


Rating		Summary Description

	1	Capital gain expected

	2	Full return of principal and interest expected with customer performing in accordance with plan

	3	Full return of principal and interest expected but customer requires closer monitoring

	4	Some loss of interest expected but still expecting an overall positive internal rate of return

	5	Loss of interest and some loss of principal expected which would result in an overall negative internal rate of return

The following table shows the distribution of our loans, warrants and other investments on the 1 to 5 rating scale at fair value as of September 30, 2003 and December 31, 2002:


	September 30, 2003					December 31, 2002
Investment	Investments at		Percent of			Investments at		Percent of
Rating	Fair Value		Total Portfolio			Fair Value		Total Portfolio
1	$	10,271,527		17	%	$	13,100,432		33	%
2		45,052,960		77	%		25,413,193		64	%
3		3,106,665		5	%		983,813		2	%
4		302,865		1	%		533,144		1	%
5		—		—			—		—

	$	58,734,017		100	%	$	40,030,582		100	%

At September 30, 2003, we have made loans to 51 portfolio companies for a total of approximately $83.5 million. When a loan becomes 90 days or more past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will, as a general matter, place the loan on non-accrual status and cease recognizing interest income on that loan until all principal has been paid. However, we may make exceptions to this policy if the investment is well secured and in the process of collection.

The biotech industry had its strongest fund raising quarter since 2001 in the third quarter of 2003 Strong equity market performance was evidenced in the third quarter of 2003 by biotech companies that raised nearly $1.4 billion in secondary public offerings. In addition, of the nearly 50 initial public offering filings made during the third quarter, more than a quarter were in the biotech/pharmaceutical sector. During this period, biotech companies raised nearly $2.8 billion using convertible debt and $676 million in private placements. Venture Capital investments reached approximately $670 million. There also continued to be merger and acquisition as well as partnering deal activity in the sector during the period as companies attempted to broaden product lines and technology capabilities. We believe that based on growth in the life sciences industry, there will be a continuing demand for our products now and in the future.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 and 2002

Different accounting principles are used in the preparation of financial statements of a business development company, or BDC, under the Investment Company Act of 1940 and, as a result, the financial results for the periods ending before December 31, 2002 are not comparable to the period commencing on January 1, 2003 and are not expected to be representative of our future financial results.

INTEREST AND FEE INCOME

For the three months ended September 30, 2003 (“Third quarter of 2003”), total interest and fee income increased $753,621 over the three months ended September 30, 2002 (“Third quarter of 2002”).

Interest and fee income from loans to portfolio companies increased to $1,560,769 during the Third quarter of 2003 as compared to $710,274 during the Third quarter of 2002. Interest income is affected by both the level of net new investments and by changes in interest rates. The average interest rate on loans to portfolio companies was 12.0% and 13.0% at September 30, 2003 and 2002 respectively.

Interest income from cash and cash equivalents has decreased from $103,238 in the Third quarter of 2002 to $6,364 in the Third quarter of 2003. The interest on invested cash and cash equivalents primarily reflects the interest we received on the investment of the proceeds of our placement of common shares at the end of the first quarter of 2002. As we have funded additional investments and utilized our cash, income from

invested cash and cash equivalents has declined. The interest rate on invested cash was 1.0% and 1.8% at September 30, 2003 and 2002 respectively.

OPERATING EXPENSES

Operating expenses for the Third quarter of 2003 were $917,668 as compared to $548,749 for the Third quarter of 2002. This amount consisted primarily of salaries and benefits, interest and financing fees, and general and administrative expenses.

Salaries and benefits consisted of $486,753 for the Third quarter of 2003 as compared to $312,638 for the Third quarter of 2002. In the Third quarter of 2003, the results included additional loan officers and administrative staff.

Interest and financing fees of $187,473 represented costs associated with the loan facility and borrowings outstanding during the Third quarter of 2003. During the Third quarter of 2002 the Company did not incur any interest or fees as it had no financings outstanding during the quarter.

General and administrative expenses were $243,442 during the Third quarter of 2003 as compared to $236,111 during the Third quarter of 2002. During the Third quarter of 2003, major components of general and administrative expenses consisted of approximately $65,000 of legal and professional fees, travel and marketing costs of approximately $35,000, corporate director’s fees of $27,000, rent of $26,000, depreciation and amortization expenses of $20,000 and other general and administrative expenses of approximately $70,000.

INCOME TAXES

Through December 31, 2002 we were taxed under Subchapter C of the Internal Revenue Code. We intend to elect, effective as of January 1, 2003, to be a RIC under Subchapter M of the Internal Revenue Code and will not be subject to taxation of income to the extent such income is distributed to stockholders and we meet certain minimum dividend distribution and other requirements. Our effective tax rate for the three months ended September 30, 2002 was 40%. The effective rate includes both federal and state income tax components. As of September 30, 2003, tax assets of $78,000 represent refunds receivable of prior year payments.

UNREALIZED APPRECIATION OF INVESTMENTS

We value our investment portfolio each quarter. The valuations are reviewed by the Company’s senior management and presented to the Board of Directors, which reviews and approves the portfolio valuations in accordance with our valuation policy. During the Third quarter of 2003 the Company recorded an unrealized appreciation on investments of $9,599, related entirely to equity investments, based on the board’s valuation. During the Third quarter of 2002, prior to operating as a BDC, we had recorded an allowance for loan losses of $35,000.

NET INCREASE (DECREASE) IN STOCKHOLDERS’ EQUITY RESULTING FROM EARNINGS / NET INCOME (LOSS)

As a result of the operating income, operating expenses and unrealized depreciation on investments described above, we had a net increase in stockholder’s equity resulting from earnings / net income of $634,064 for the Third quarter of 2003 as compared to a net increase in stockholder’s equity resulting from earnings / net income of $149,551 for the Third quarter of 2002.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 and 2002

The Company commenced operations on March 20, 2002 and made our first loans in portfolio companies at the end of the first quarter of 2002. Results for the first three quarters of 2002 include only a partial period of activity and thus were neither indicative of future results, nor comparable to the results for the quarter ended September 30, 2003. Different accounting principles are used in the preparation of financial statements of a business development company, or BDC, under the Investment Company Act of 1940 and, as a result, the financial results for the periods ending before December 31, 2002 are not comparable to the period commencing on January 1, 2003 and are not expected to be representative of our future financial results.

INTEREST AND FEE INCOME

For the nine months ended September 30, 2003, total interest and fee income increased $3,397,911 over the nine months ended September 30, 2002.

Interest and fee income from loans to portfolio companies increased to $4,755,036 during the first three quarters of 2003 as compared to $1,153,130 during the first three quarters of 2002. Repayments during the First three quarters of 2003 include a prepayment in full of an investment in a portfolio company with a balance of $5,948,421 in 2003. This portfolio company was acquired during the first quarter of 2003, and the new parent company elected to repay the loan as well as a prepayment fee of $551,759 which is included in interest and fee income in the statement of operations. Interest income is affected by both the level of net new investments and by changes in interest rates. We did not close our first loans until the end of the first quarter of 2002, and realized minimal interest income during that period. The weighted average interest rate on loans to portfolio companies was 12.0% and 13.0% at September 30, 2003 and 2002 respectively.

Interest income from cash and cash equivalents decreased from $261,125 in the first three quarters of 2002 to $57,130 in the first three quarters of 2003. The interest on invested cash and cash equivalents primarily reflects the interest we received on the investment of the proceeds of our placement of common shares at the end of the first quarter of 2002. As we have funded additional investments and utilized our cash, income from invested cash and cash equivalents has declined. The interest rate on invested cash was 1.0% and 1.8% at September 30, 2003 and 2002 respectively.

OPERATING EXPENSES

Operating Expenses for the first three quarters of 2003 were $2,661,507 as compared to $1,220,021 for the first three quarters of 2002. This amount consisted primarily of salaries and benefits, interest and financing fees, and general and administrative expenses.

Salaries and benefits consisted of $1,429,896 for the first three quarters of 2003 as compared to $598,819 for the first three quarters of 2002. In the first three quarters of 2003, the results represented a full quarter of operations and include additional loan officers and administrative staff.

Interest and financing fees of $459,459 represented costs associated with the loan facility and borrowings during the first three quarters of 2003. During the first three quarters of 2002 the Company incurred $26,301 in interest and fees related to the financing utilized during the three quarters.

General and administrative expenses were $772,152 during the first three quarters of 2003 as compared to $594,901 during the first three quarters of 2002. During the first three quarters of 2003, major components of general and administrative expenses consisted of approximately $182,000 of legal and professional fees, travel and marketing costs of approximately $122,000, corporate director’s fees of $72,000, rent of $79,000, depreciation and amortization expenses of $57,000 and other general and administrative expenses of approximately $260,000.

INCOME TAXES

UNREALIZED DEPRECIATION OF INVESTMENTS

We value our investment portfolio each quarter. The valuations are reviewed by the Company’s senior management and presented to the Board of Directors, which reviews and approves the portfolio valuations in accordance with our valuation policy. During the first three quarters of 2003 the Company recorded an unrealized depreciation on investment of $10,074, related entirely to equity investments, based on the board’s valuation. During the Third quarter of 2002, prior to operating as a BDC, we had recorded an allowance for loan losses of $85,000.

NET INCREASE (DECREASE) IN STOCKHOLDERS’ EQUITY RESULTING FROM EARNINGS / NET INCOME (LOSS)

As a result of the operating income, operating expenses and unrealized depreciation on investments described above, we had a net increase in stockholder’s equity resulting from earnings / net income of $2,115,585 for the first three quarters of 2003 as compared to a net increase in stockholder’s equity resulting from earnings / net income of $77,234 for the first three quarters of 2002.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2003 and December 31, 2002, we had $4.3 million and $11.8 million, respectively, in cash and cash equivalents. We invest cash on hand in interest bearing deposit accounts. The decrease in cash from December 31, 2002 to September 30, 2003 is due to our continued investments in portfolio companies during the period, net of the borrowings under our debt facilities. Our objective is to maintain a low cash balance, while keeping sufficient cash on hand to cover current funding requirements and operations. We expect our cash on hand, cash generated from operations and available under credit facilities to be adequate to meet our cash needs at our current level of operations, including the next twelve months.

At September 30, 2003, we had loans to 50 private companies, totaling approximately $59 million. We currently have a number of non-binding proposal letters outstanding that we intend to close in the next ninety days.

Cash provided by operating activities during the first three quarters of 2003 consisting primarily of the items described under “Results of Operations,” was $1,734,516 as compared to a use of cash of $67,782 during the first three quarters of 2002. Higher operating cash flows from earnings during the first three quarters of 2003 were somewhat offset by increased working capital requirements.

Net cash used in investing activities was $18,947,711 during the first three quarters of 2003 as compared to $29,761,590 during the comparable period on 2002, and primarily consisted of the amounts used to make loans to portfolio companies. Net investments in portfolio companies decreased from approximately $29,411,000 during the first three quarters of 2002 to approximately $18,905,000 during the first three quarters of 2003. In 2003 net investments were reduced by the prepayment of one of our portfolio investments with a balance of approximately $5,948,000. This portfolio company was acquired during the first quarter of 2003, and the new parent company elected to repay the loan as well as a prepayment fee of approximately $552,000. During the first three quarters of 2003, customers also made scheduled principal repayments of approximately $12,153,000 compared to only $3,336,000 during the partial operating period in the first three quarters of 2002.

Net cash provided by financing activities was $9,658,355 during the first three quarters of 2003 as compared to $46,126,242 during the first three quarters of 2002. During 2003, we had net borrowings $18,905,000 from our debt facilities and paid dividends of $1,924,000. During 2002, we completed its private placement of equity and received net proceeds of approximately $46,126,000.

During the first three quarters of 2003, cash and cash equivalents decreased from $11,831,439 to $4,276,599 and during the first three quarters of 2002, cash and cash equivalents increased from zero at beginning of the year to $16,192,871 at September 30, 2002. These changes were the results of our operating and financing activities, described above. To fund growth in our investment portfolio, we anticipate needing to raise additional capital from various sources, including the public and private equity markets and debt-related markets.

On November 27, 2002, we entered into a Master Loan and Security Agreement with Farmers & Mechanics Bank (“F&M Bank”). Pursuant to the agreement, F&M Bank agreed to provide us $7,500,000 in term loans that can be drawn down through April 30, 2004. The Company has the option of selecting a fixed interest rate equal to F&M Bank’s like term cost of funds plus 320 basis points or a floating interest rate equal to the base rate plus 1 percent. The base rate is equal to the highest per annum rate published from time to time in the Wall Street Journal. The obligations to F&M Bank to repay the loans are secured by certain eligible loans. The average interest rate on our borrowings was a fixed rate of 6.32% at September 30, 2003.

On October 17, 2003, the Company entered into a Master Loan and Security Agreement with National City Bank, as administrative agent, and other lenders as part of a syndicate. Pursuant to the agreement, National City Bank and other lenders agreed to provide the Company $35,000,000 in revolving loans that must be drawn down by May 31, 2005. If the Company draws on the line of credit, the Company has the option of selecting an interest rate equal to the 30-Day LIBOR plus 325 basis points or the base rate which is the prime rate plus 150 basis points. The obligations to National City Bank and other lenders to repay the loans are secured by certain eligible loans. Concurrent with this agreement, the Company terminated its previous Master Loan and Security Agreement, as amended, with National City Bank dated September 25, 2003 and repaid all outstanding amounts. As of November 14, 2003, the Company has utilized $11,000,000 of this line and has $24,000,000 remaining available. During the fourth quarter of 2003, the Company is scheduled to receive principal repayments in the amount of $5,097,000.

The syndicated credit facility with National City Bank and other lenders are revolving loans with a current maturity date of May 31, 2005. The term loans with F&M Bank have remaining maturities as follows:


	Period Ending
	December 31:
2003	$	660,127
2004		2,746,582
2005		2,454,569
2006		987,563

Total	$	6,848,841

In connection with our election to be regulated as a BDC, we intend to elect to be treated as a RIC under Subchapter M of the Internal Revenue Code for the year 2003. As a RIC, we are required to distribute annually 90% or more of our investment company taxable income and 98% of our realized short-term capital gains to shareholders. As a BDC, our asset coverage must be at least 200% after each issuance of Senior Securities. As of September 30, 2003, the Company’s asset coverage was approximately 344%.

Dividends

We are required to distribute at least 90% of our investment company taxable income to avoid corporate level taxes on the amount distributed and at least 98% of our investment company taxable income to avoid an excise tax. We intend to make distributions on a quarterly basis to our stockholders of all of our income, except for certain net capital gains and adjustments for long-term incentive compensation expense.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage test for borrowings applicable to us as a BDC and due to provisions in our credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of our status as a regulated investment company. We cannot assure shareholders that they will receive any distributions or distributions at a particular level.

The following table summarizes our dividends declared to date:

Date Declared

Record Date

Payment Date

Amount

September 2, 2003

September 15, 2003

September 30, 2003

0.11

May 30, 2003

June 14, 2003

June 30 2003

0.19

February 28, 2003

March 15, 2003

March 31, 2003

0.07

November 4, 2002

December 15, 2002

December 31, 2002

0.03

September 5, 2002

September 15, 2002

September 30, 2002

0.02

The dividend which was declared on February 28, 2003 was based on our projected earnings of the Company for the first quarter of 2003. The Company subsequently received a fee from the prepayment in full of an investment in a portfolio company with a balance of $5,948,421 in 2003. This portfolio company was acquired during the first quarter of 2003, and the new parent company elected to repay the loan as well as a prepayment fee of $551,759 which is included in interest and fee income in the statement of operations during the first quarter of 2003. The dividend which was declared on May 30, 2003 was based on our projected earnings of the Company for the second quarter of 2003 as well as the one time distribution of the income from the prepayment fee.

PORTFOLIO COMPANIES

Set forth below are descriptions of the portfolio companies that are in excess of 5%

of our portfolio.

Amphora Discovery, Inc.

In September 2002, we provided a line of credit to and received warrants from Amphora Discovery, Inc. Amphora Discovery was formed to exploit opportunities in chemical genomics. By applying high precision screening across biological systems and surrogate therapeutic suitability assays, Amphora is able to efficiently deliver high quality drug candidates. As of September 30, 2003, the outstanding loan balance was $3,996,823.

Infinity Pharmaceuticals, Inc.

In October 2002, we provided a line of credit to and received warrants from Infinity Pharmaceuticals, Inc. Infinity Pharmaceuticals, Inc., is a drug discovery company that is developing and integrating unique approaches and capabilities in synthetic chemistry, chemical genetics, informatics, and biological screening. The company is positioned to capitalize on the enormous opportunity resulting from the genomics revolution by providing pharmaceutically active and selective new drug candidates to a broad, expanded range of well-validated biological targets. As of September 30, 2003, the outstanding loan balance was $4,591,610.

Structural GenomiX, Inc.

In July 2002, we provided a line of credit to Structural GenomiX, Inc. Structural GenomiX is a drug discovery company utilizing genomics-driven, high-throughput structure-based platform to increase the efficiency and effectiveness of the drug discovery process. As of September 30, 2003, the outstanding loan balance was $3,595,693.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are subject to financial market risks, including changes in interest rates. At September 30, 2003 100% of the loans in our portfolio were made at fixed rates. Substantially all of the remainder of our assets are invested in variable-rate money market instruments. A 1% change in the interest rate earned on money market instruments would result in a $42,000 annual change in interest income based on the balance invested at September 30, 2003. Our borrowings are at both fixed and variable rates. A 1% change in the interest charged on our variable rate debt would result in a $120,000 annual change in interest expense based on the balance borrowed at September 30, 2003. We also expect to borrow additional funds to finance future lending activities. These future borrowings may be at fixed rates or variable rates.

We invest primarily in illiquid debt securities of private companies. Our investments generally have no established trading market. Since there is no ready market for the investments in our portfolio, as a BDC, our Board of Directors determines in good faith the fair value of these investments pursuant to our valuation policy. We value substantially all of our investments at fair value as determined in good faith by the Board of Directors in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make.

We expect to hedge against possible interest rate fluctuations in the future by using standard hedging instruments such as futures, options and forward contracts. While hedging activities may insulate us against adverse fluctuations in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of loans.

ITEM 4. CONTROLS AND PROCEDURES

(a) As of the end of the period covered by this quarterly report on Form 10-Q, the Company’s chief executive officer and chief financial officer conducted an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934). Based upon this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them of any material information relating to the Company that is required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934.

(b) There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2003, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any material legal proceeding, nor, to the Company’s knowledge, is any material legal proceeding threatened against the Company.

ITEM 2. Changes in Securities and Use of Proceeds

None.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Submission of Matters to a Vote of Security Holders

None.

ITEM 5. Other Information

None.

ITEM 6. Exhibits and Reports on Form 8-K

On August 18, 2003, we filed a current report on Form 8-K, pursuant to Item 12, reporting the issuance of a press release announcing our financial results for the quarter ended June 30, 2003.

(b) Exhibits


10.7		Loan agreement dated October 17, 2003 between Oxford Finance Corporation and National City Bank as administrative agent and other lenders.

10.8		Custodial agreement dated October 17, 2003 between Oxford Finance Corporation, National City Bank as administrative agent, and Riggs Bank, N.A

10.9		Amendment to loan agreement dated September 25, 2003 between Oxford Finance Corporation and National City Bank.

31.1*		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Act of 1934.

31.2*		Certification of Chief Financial Officer Pursuant Rule 13a-14(a) or 15d-14(a) under the Securities Act of 1934.

32.1+		Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2+		Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith

+ Submitted herewith

Pursuant to the requirements of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SIGNATURE


	OXFORD FINANCE CORPORATION

	BY: /s/ Michael J. Altenburger


	Chief Financial Officer and Treasurer

	Date: November 14, 2003

(1)		Non-income producing.

(2)		Non-income producing. The warrants we hold represent, in each instance, less than 1% of the company issuing the warrants

(3)		Publicly traded investment.