Oxford City Football Club 10K 2013 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year endedJune 30, 2014

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _________ to ________

	Commission file number:000-54434

Oxford City Football Club, Inc.
(Exact name of registrant as specified in its charter)

Florida	05-0554762
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10 Fairway Drive, Suite 302 Deerfield Beach, FL	33441
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number:617.501.6766
(Former name and former address, if changed since last Report)
Securities registered under Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
none	not applicable

Securities registered under Section 12(g) of the Exchange Act:
Title of class
Common Stock, par value of $0.001

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant 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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer	[ ] Accelerated filer
[ ] Non-accelerated filer	[X] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $4,087,226.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date 15,653,399 as of September 19, 2014.

Table of Contents

TABLE OF CONTENTS
		Page
PART I
Item 1.	Business	3
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	8
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	16
Item 9A(T).	Controls and Procedures	16
Item 9B.	Other Information	16
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	17
Item 11.	Executive Compensation	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13.	Certain Relationships and Related Transactions, and Director Independence	21
Item 14.	Principal Accountant Fees and Services	22
PART IV
Item 15.	Exhibits, Financial Statement Schedules	22

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PART I

Item 1. Business

Company Overview

Oxford City Football Club, Inc., a Florida corporation (the “Company”, “Oxford City” or “OXFC”), is an international diversified holding company, which serves as the controlling owner of Oxford City Football Club (Trading) Limited, (the "Oxford City FC" or "Club") located in Oxford, England which owns the Oxford City Football Club and manages Oxford City Stadium, the Club’s home stadium. The Club also manages Oxford City 3G Training Facility. References to the "Company," including the financial information included or incorporated by reference in this Annual Report, refer to OXFC and the Club, unless the context requires otherwise.

The Company owns five (5) professional sports teams that are currently active and the rights to two (2) other expansion teams.

Oxford City FC is a professional outdoor soccer team, which competes in the “Conference North” of the English Football Association under the name Oxford City Football Club. The team has been in existence for 132 years, being established in 1882. The Conference North, and its member clubs, are collectively able to compete for the prestigious English FA Cup, competing against some of the best English teams in the world for this championship trophy.

Oxford City Nomads is the Company’s 2nd professional outdoor soccer team, which competes in the “Hellenic Premier League” of the English Football Association under the name Oxford City Nomads. The Hellenic Premier League, and its member clubs, are collectively able to compete for the prestigious English FA Vase, competing against some of the best English teams in the lower steps for this championship trophy.

Oxford City Futsal is the Company’s 1st professional indoor soccer team, which competes in the “Hellenic Premier League” of the English Football Association under the name Oxford City Futsal. The Premier League, and its member clubs, are collectively able to compete for the prestigious English FA Cup for Futsal, competing against some the best English Futsal teams for this championship trophy.

Oxford City FC of Texas is the Company’s 2^nd professional indoor soccer team was purchased in July 2014 and competes in the “MASL” of the Major Arena Soccer League in the United States under the name Oxford City FC of Texas. The MASL and its member clubs are collectively able to compete for the prestigious MASL Cup, competing against the best American teams for this championship trophy.

Oxford City FC Basketball is the Company’s professional basketball team, which competes in the “EBL” of the English Basketball League under the name Oxford City Basketball. The EBL and its member clubs are collectively able to compete for the prestigious EBL Championship, competing against the best English Basketball teams for this championship trophy.

The Company has reserved the rights to the home territories of Sioux Falls, South Dakota and Boca Raton/Detray Beach, Florida in the Premier Arena Soccer League.

The Company owns and operates the Oxford City Broadcasting, which broadcasts Oxford City content online around the world. In the past, Oxford City Broadcasting has purchased airtime on 740AM in South Florida through Beasley Broadcasting to broadcast content on terrestrial radio. At this time, Oxford City Broadcasting plans to only broadcast online as the Company believes that the internet is the best vehicle to reach listeners around the world.

The Company owns CIT University. CIT University has just completed the preparation of content for its’ first degree program, the Masters Degree in Sports Management. CIT University expects to partner with a regionally accredited institution to deliver the degree program globally online.

The Company is a Florida corporation incorporated on March 17, 1998. The Company's principal executive offices are located at 10 Fairway Drive, Suite 302, Deerfield Beach, FL 33441, and its telephone number is (866) 776-8674.

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Business Operations

Ticket Sales. Oxford City FC in England, ticket sales have seen an increase from 2013 at $52,725 (33,602 GBP) to $59,726 (36,734 GBP) in 2014. All tickets can be purchased at Oxford City Stadium. Oxford City FC anticipates that this increase in ticket sales will continue as the Club challenges for promotion out of the English FA Conference North. Ticket prices for regular season home games during the 2014-2015 season are expected to range from $18.73 (11.00 GBP) to $10.22 (6.00 GBP) per game and the average ticket price is $14.47 (8.50 GBP).

Oxford City FC of Texas has a contract with Ticketmaster, a national ticket outlet, for single game ticket sales other than ticket sold onsite at Fords Arena. Ticket prices for regular season home games during the 2014-2015 are expected to range from $10.00 to $15.00 per game and the average ticket price is $12.50.

Concessions. The Company has the exclusive right to operate all Oxford City Stadium concessions, including private room and catering, and to receive all concession revenues. In Texas the Company has an agreement for use of Ford Arena and we do not receive any of the concession revenue. In both venues the Company keeps 100% of the merchandise sold.

Merchandise Sales.The Company offers team oriented clothing items and novelties online and at Oxford City Stadium and Ford Arena. At Oxford City Stadium and Ford Arena, the Company operates a full-service Team Shop that is open during games.

Local Television and Radio. Many Oxford City FC games are broadcast on local radio on BBC Radio. In 2014, there will be a total of 42 games in England. There will be 21 regular season games at home and 21 away games. In addition there will be FA Cup Qualifying matches and potentially FA CUP and playoff games. In Texas there will be 20 regular season games. There will be 10 home games and 10 away games. There is a potential to have playoff games as well. We expect to have a minimum of 3 games throughout the season to be televised for the 2014-2015 season.

Advertising and Corporate Sponsorship.The Company typically coordinates the sale of advertising with the sale of advertising at locations in both Oxford City Stadium in England and at Ford Arena in Texas, including space on the main scoreboard, ancillary scoreboards, outfield walls and concourse signage. Advertising is sold in game programs and on the Club's Internet website. The Company also licenses the Club's name and logo in connection with corporate sponsorships and promotions globally. The Company has increased the advertising and corporate sponsorship revenue significantly. It has increased to $48,419 (29,780 GBP) in 2014, compared to $31,187 (19,876 GBP) in 2013.

Rental Income of Venue. The revenue generated from Oxford City Stadium and the Oxford City 3G Training Facility has increased to $424,465 (261,077 GBP) in 2014 from $338,607 (215,797 GBP) in 2013. This rental income is expected to increase significantly in 2015. In April 2015 the Company expects to initiate new ground improvements to Oxford City Stadium. A new 3G turf field is expected to increase rental income by at least 50% according to the Company’s projections. In addition the Company is planning to establish one of the largest indoor sports facility in all of Oxfordshire. This new facility will be the home to both Oxford City Futsal and Oxford City Basketball. The facility will also provide several additional fields, offices, and a restaurant that will increase the Company’s rental income.

Prize Money & Program Sales. In 2014 Oxford City FC earned $22,054 (13,564 GBP) in prize money and in 2013 Oxford City FC earned $28,118 (17,920 GBP) in prize money. The program sales in 2013 was $6,302 (3,657 GBP) and in 2014 the program sales increased to $6,302 (3,876 GBP).

The Company offers a number of promotional activities at Ford Arena in conjunction with the Club’s home games. The Club has scheduled 10 promotional events for the 2014-2015 MASL season. These promotional events typically include music entertainment and the distribution to fans of premiums, such as calendars, shirts, caps, player cards and replica uniform, or special events.

Player Contracts and Salaries. Player salaries constitute the Club's single largest item of expense. Both the English FA and the MASL require each team to enter into a uniform player contract with each of its players. Player contracts may be for single-year or multi-year terms. The Company is not obligated to continue to pay players under single-year or multi-year contracts if the player resigns, breeches team or organizational rules, or refuses to play.

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Teams

Recent Performance

Oxford City FC Record

The following table shows the regular season performance of Oxford City FC in each of the last few seasons:

2014-2015 (to date)	Conference North	Wins: 5	Ties: 3	Losses: 3
2013-2014	Conference North	Wins: 9	Ties: 13	Losses: 20
2012-2013	Conference North	Wins: 13	Ties: 16	Losses: 13
2011-2012	Southern League Premier (Promoted)	Wins: 22	Ties: 11	Losses: 9

Oxford City FC in recent years has competed in post-season play. In the 2011-2012 season the Club successfully gained promotion from the Southern Premier League to the Conference North.

Player Personnel

The Club's player management strategy is to build and maintain competitive teams, while managing the player rosters to reduce the uncertainties associated with salary arbitration and free agency. There is no limit to the amount of players under contract in the English FA. The MASL permits each team to have up to 20 players under contract but limits the active roster to 15 players on game day. The season runs through November through March.

Player Development

In the past decade, the Club has built a player development and scouting system based on a program-wide applied approach to player evaluation, instruction and coaching. In addition to providing a source of talent for the Oxford City rosters, the Club's player development efforts also enhance its ability to obtain players in transfers with other teams. Oxford City FC in England employs independent scouts in their player development program. The scouts are evaluated in part by the success of the prospects they find.

The Club's player development efforts are based on a standardized approach to the evaluation and development of player talent. The Club's staff of scouts is trained to assess and evaluate player talent consistently throughout the organization. In addition, the managerial and coaching staffs at all of the Club's affiliates use instructional principles that are applied consistently at all levels of the Club's system. The Club's tiered system involves the establishment of an individual plan for every player in the system. The plan is intended to cover all aspects of player development, including mental and physical development and sport fundamentals. The Company's player development program also includes the Offseason Development Program, which prepares prospects in the off-season to better prepare players for the transition to play at a higher level. Participants in the Offseason Development Program receive intensive instruction in various skills and conditioning methods.

Players from Europe and Latin American countries are an important source of talent for Oxford City and other professional clubs. Oxford City has full-time staff in the front office who are fluent in Spanish and who works closely with Latin American and European prospects, the Club's coaching staffs and other Oxford City personnel in order to promote the development of these players. The Club provides these prospects with instruction in the English language and assistance in adjusting to cultural differences between England and their native countries. Oxford City also work with Club personnel in order to promote an understanding of cultural differences and to prevent these differences from adversely affecting player development.

The Club also owns Oxford City Nomads, which allows them to develop players that are player at a lower but very competitive level in the Hellenic Premier League. No revenues are derived from the club-owned affiliates. A large portion of the expenses associated with all of the lower level teams, including player salaries, is paid by the Club.

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Regular Season and Post-Season Play

During the regular season for Oxford City FC, which typically begins in late August and extends to April is scheduled to play a total of 42 games. Half of the games are scheduled at home and half are scheduled away. For the most part, a club competes against other clubs in the same league during the regular season. However, a limited number of interleague games are scheduled through cup matches. At the end of the regular season, the first place team has an automatic promotion place, while the next four places (2^nd through 5^th) play in a single elimination playoff. The winner of this playoff will be promoted as well to the Conference Premier League.

During the regular season for Oxford City FC of Texas in the MASL, which typically begins in late October and extends to March is scheduled to play a total of 20 games. Half of the games are scheduled at home and half are scheduled away. For the most part, a club competes against other clubs in the same league during the regular season. However, a limited number of interleague games are scheduled through cup matches. At the end of the regular season, the first place team has an automatic bye to the Southern Division Championship, while the next two places (2^nd & 3^rd) play in a single elimination playoff with the winner playing the first place team in the Southern Division. The winner will then have the opportunity to play in the final four to compete for the MASL Championship.

Both Oxford City Futsal and Oxford City Basketball during the regular season, which typically begins in September and extends to June is scheduled to play a total of 20 games. Half of the games are scheduled at home and half are scheduled away. For the most part, a club competes against other clubs in the same league during the regular season. However, a limited number of interleague games are scheduled through cup matches. At the end of the regular season, the first place and second place team has an automatic promotion and have the opportunity to be the League Champion.

Competition

Oxford City competes with other sports, entertainment and recreational activities for entertainment and advertising dollars. During portions of its season in the MASL, Oxford City face competition from professional basketball (the Houston Rockets, Houston Dynamo, and the Houston Astros), but there is not a professional sports team within a 75 mile radius of Oxford City FC of Texas. Moreover, Oxford City FC in England has several competitors in a close geographical location but feels that doing well on the pitch they could claim a significant market share in the area.

Employees & Staff

The Company employed approximately 50 individuals both on and off the field in both full time and in the season capacities. The Company has offices in Oxford England, Deerfield Beach Florida, and Beaumont Texas. The Company considers relations with its employees to be good.

Oxford City Stadium

The current home of Oxford City FC is Oxford City Stadium, a soccer specific stadium in Oxford England located on Marsh Lane. This Stadium will be going under the first of several renovations in April 2015. The stadium’s field will be replaced with a new state of the art drainage system and 3G turf to allow for more usage and rental income to be derived from the stadium. The land where the stadium is on is under a long-term land lease with the city of Oxford. This lease has over 22 years remaining and the Club anticipates extending it to another 100 years in the near future. When the improvements to the ground are complete in the summer of 2015, the new and improved Oxford City Stadium will also become a potential attractive venue for other professional soccer teams to become tenants and utilize Oxford City Stadium as their home ground. There are also stands for concerts and other potential events. Additional seating could be added to accommodate several thousand additional spectators.

Oxford City 3G Training Facility

The Facility contains multiple grass fields, one state of the art 3G turf field, and several net ball courts. The Facility has numerous function rooms, classrooms, kitchen, and clubhouse facilities. All of these facilities have the potential to benefit from an improved Oxford City Stadium, increasing rental income for the Company.

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CIT University

The Company has worked with experts to create, design, and develop a Masters Degree Program in Sports Management. The company is currently in talks with and anticipates partnering with a regionally accredited academic institution to bring the Masters Degree Program to the market. This degree program is intended to be the first of many. The tuition is expected to be $9,900 per year, for this one year Masters Degree Program.

Oxford City Milestones

September 23, 2014

CIT University completes the preparation of content for their Master Degree Program in Sports Management.

September 15, 2014

Oxford City Football Club, Inc. wins Company of the year award and President & CEO Thomas Anthony Guerriero wins CEO/Executive of the year at the International Business Awards.

July 23, 2014

The Company successfully acquired the professional soccer team called the Texas Strikers, which play their games in Ford Arena in Beaumont, Texas in the Major Arena Soccer League (MASL). The team changed the name to Oxford City FC of Texas.

September 30, 2013

The Company successfully acquired Oxford City Basketball and Oxford City Futsal.

July 1, 2013

Company ceased to be a development stage company as our principal planned operations of operating the Oxford City Football Club, commenced.

July 1, 2013

The Company successfully takes the controlling interest in Oxford City FC. All the stockholders and directors of Oxford City Football Club (Trading) Limited entered into a Voting Agreement whereby we, as a 49% shareholder, have the right to appoint four Board members. Guerriero, LLC, a company which our CEO and director is the sole member and 1% shareholder of our company, has the right to appoint one Board member and Oxford City Youth Football Club Limited, a 50% shareholder, has the right to appoint five Board members. Guerriero, LLC has agreed to appoint a Board Member as directed by us. In the case of all and any ties in voting of the Board of Directors, the Directors have agreed to give the Managing Director, who is currently Colin Taylor, of the Company the authority to be the deciding vote. As a result of the Voting Agreement, the Company controls greater than 50% of the votes on the Board of Directors of Oxford City Football Club (Trading) Limited. In accordance with ASC 810, the Company on July 1, 2013 includes the accounts of Oxford City Football Club (Trading) Limited in its consolidated financial statements.

July 1, 2013

The parties of a Share Exchange Agreement entered into an amendment that changed the consideration payable to the our CEO and Director, Mr. Thomas Guerriero from 75,000 shares of our Series A Convertible Preferred Stock to 75,000 shares of our common stock. As a result of the Share Exchange Agreement, Oxford City Football Club, LLC became our wholly-owned subsidiary and we now carry on the business of Oxford City Football Club as our primary business.

April 29, 2013

We entered into a Share Exchange Agreement with Oxford City Football Club, LLC, a Florida limited liability company, and the sole member of Oxford City Football Club, LLC, Mr. Thomas Guerriero.

March 8, 2013

Our CEO and Director, Mr. Thomas Guerriero formed Oxford City Football Club, LLC in Florida on and the entity acquired a 49% interest in the Oxford City Football Club (Trading) Limited from Oxford City Youth Football Club Ltd. Mr. Guerriero transferred 6,250 shares that he held in our Company to acquire the 49% interest.

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Item 2. Properties

Our principal executive offices are located at 10 Fairway Drive, Suite 302, Deerfield Beach, FL 33441. Our offices are adequate for our current needs. Monthly rent is $2,437 and the lease expires on October 31, 2015.

On May 27, 2014, we purchased a commercial building located at 3141 S Military Trail, Lake Worth, Florida and assumed net financial assets (liabilities) of $22,360. In consideration for the building and net financial assets we paid $149,079 in cash and assumed a mortgage payable of $743,600. Mortgage payable matures on September 26, 2037 and is due in monthly installments of $5,930, including principal and interest at 7.99% and secured by the building.

Item 3. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted under the symbol “OXFC” on the OTCBB operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the OTCQB operated by OTC Markets Group, Inc. Few market makers continue to participate in the OTCBB system because of high fees charged by FINRA. Consequently, market makers that once quoted our shares on the OTCBB system may no longer be posting a quotation for our shares. As of the date of this report, however, our shares are quoted by several market makers on the OTCQB. The criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current in our SEC reporting.

Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

The following tables set forth the range of high and low prices for our common stock for the each of the periods indicated as reported by the OTCQB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Fiscal Year Ending June 30, 2014
Quarter Ended	High $	Low $
June 30, 2014	$12.50	$5.75
March 31, 2014	$5.84	$4.00
December 31, 2013	$4.50	$4.00
September 30, 2013	$4.55	$2.45

Fiscal Year Ending June 30, 2013
Quarter Ended	High $	Low $
June 30, 2013	$6.48	$1.60
March 31, 2013	$60.00	$4.00
December 31, 2012	$100.00	$32.00
September 30, 2012	$120.00	$40.00

On September 19, 2014, the last sales price per share of our common stock was $3.49.

Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

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The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

Holders of Our Common Stock

As of September 19, 2014, we had 15,653,399 shares of our common stock issued and outstanding, held by 255 shareholders of record.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

1.	we would not be able to pay our debts as they become due in the usual course of business, or;
2.	our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

From April 1, 2014 to June 30, 2014, the Company received $4,500 in cash in exchange for 1,800 shares of common stock ($2.50 per share), received $1,269,390 in cash in exchange for 1,270,120 shares of common stock ($1.00 per share), received $252,500 in cash in exchange for 505,000 shares of common stock ($0.50 per share), received $40,000 in cash for exchange for 90,000 shares of common stock ($0.44 per share), received $163,000 in cash for exchange for 400,000 shares of common stock ($0.41 per share) and received $1,415,000 in cash for 9,400,000 shares of common stock ($0.15 per share).

From April 1, 2014 to June 30, 2014, the Company issued 75,492 of common stock to satisfy obligations under share subscription agreements for $50,030.

From April 1, 2014 to June 30, 2014 the Company issued 105,000 shares of common stock to two investors for anti-dilution protection and no consideration.

On May 21, 2014, the Company issued 2,000 shares of common stock of the Company for services valued at $20,000 ($10.00 per share).

On June 4 2014, the Company issued 100,000 shares of common stock of the Company for services valued at $950,000 ($9.50 per share).

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

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Securities Authorized for Issuance under Equity Compensation Plans

On June 11, 2012, our Board of Directors adopted the 2012 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to attract and retain the best available personnel for positions of substantial responsibility with us, to provide additional incentive to employees, directors and consultants, and to promote our success. Under the Plan, we may issue up to an aggregate total of 13,750 incentive or non-qualified options to purchase our common stock. As of June 30, 2014, we have issued 10,000 shares of our common stock under the Plan.

Item 6. Selected Financial Data

A smaller reporting company is not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Results of Operations for the Years Ended June 30, 2014 and 2013.

Our operating results for the years ended June 30, 2014 and 2013 are summarized as follows:

		Year Ended June 30, 2014			Year Ended June 30, 2013
Revenue	$	622,522		$	53,435
Cost of sales		(104,854	)		—
Gross profit		517,668			53,435
Operating Expenses		(7,534,120	)		(3,748,315	)
Gain on re-measurement of equity		10,600			—
Share of loss		—			(17,045	)
Net Loss		(7,005,852	)		(3,711,925	)
Net income (loss) attributed to non-controlling interest		149,996			—
Net Loss attributable to Oxford City Football Club, Inc.	$	(6,855,856	)	$	(3,711,925	)

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Revenues

Our sales revenue increased by $569,087 for the year ended June 30, 2014, as compared with the year ended June 30, 2013. The increase in revenue is primarily due to the acquisition of Oxford City Football Club, Inc. on July 1, 2013. From our operations of the Oxford City Football Club we earn revenues from gate receipts, concessions, advertising, sponsorship and grants.

We recognize revenue from the following sources:

i) Executive Training Program revenue is recognized as the services are performed.

ii) Hourly rental of facilities is recognized as the rental occurs.

iii) Admission to sporting events is recognized as the event occurs.

iv) Food and beverages revenue is recognized on sale.

v) Sponsorship revenue is recognized ratably over the period of the agreement.

Cost of Sales

Our cost of sales increased by $104,854 for the year ended June 30, 2014, as compared with the year ended June 30, 2013. The increase is due to the purchase of food, drinks and goods for our concessions as a result of the consolidation of Oxford City Football Club.

Operating Expenses

Our expenses for the years ended June 30, 2014 and 2013 are outlined in the table below:

		Year Ended June 30, 2014		Year Ended June 30, 2013
General and administrative	$	1,746,353	$	193,747
Amortization		500,964		—
Depreciation		18,276		5,412
Bad debt – related party		21,302		—
Salaries and wages		391,203		—
Software development		1,341		3,491
Officer compensation		3,706,697		1,684,448
Professional fees		173,984		127,181
Professional stock-based fee		974,000		627,400
Loss on extinguishment of accounts payable and due to former directors		—		1,106,636
Total	$	7,534,120	$	3,748,315

Our operating expenses increased by $3,785,805 for the year ended June 30, 2014 as compared with the year ended June 30, 2013. Our large increase in operating expenses is largely attributable to general and administrative, amortization, officer compensation, salaries and wages and professional stock-based fees.

We anticipate that we will incur approximately $70,000 for operating expenses, including, legal, accounting and audit expenses associated with our reporting requirements as a public company under the Exchange Act during the next twelve months.

Net Loss

As a result of an increase in operating costs and other expenses, our net loss for the year ended June 30, 2014 was $7,005,852 compared to net loss of $3,711,925 for the year ended June 30, 2013.

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Liquidity and Capital Resources

Working Capital

	June 30, 2014			June 30, 2013
Current Assets	$	1,441,298		$	10,382
Current Liabilities	$	4,092,596		$	1,301,675
Working Capital (Deficit)	$	(2,651,298	)	$	(1,291,293	)

Cash Flows

	Year Ended June 30, 2014			Year Ended June 30, 2013
Cash used in Operating Activities	$	(3,757,211	)	$	(766,810	)
Cash provided by (used in) Investing Activities	$	(314,137	)	$	(197,219	)
Cash provided by Financing Activities	$	5,344,574		$	905,797
Foreign exchange gain (loss)	$	(18,956	)		—
Increase (Decrease) in Cash	$	1,254,270		$	(58,232	)

Cash Used In Operating Activities

Our net loss for the year ended June 30, 2014 was the main contributing factor for our negative operating cash flow, offset mainly by the amortization of $500,964, professional stock-based expenses of $974,000 and increase in officer compensation payable of $2,213,643.

Cash from Financing Activities

We generated $5,360,750 in cash from the issuance of common stock during the year ended June 30, 2014.

Going Concern

At June 30, 2014, we had deficit accumulated of $11,924,623 and as noted throughout this report and our financial statements and notes thereto, our independent auditors have expressed their substantial doubt as to our ability to continue as a going concern as of June 30, 2014. We anticipate incurring significant losses in the future. We do not have an established source of revenue sufficient to cover our operating costs. Our ability to continue as a going concern is dependent upon our ability to successfully compete, operate profitably and/or raise additional capital through other means. If we are unable to reverse our losses, we will have to discontinue operations.

The financial statements included in this quarterly report have been prepared assuming that we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.

Management’s plans include the raising of capital through the equity markets to fund future operations, seeking additional acquisitions, and generating of revenue through our business. However, even if we do raise sufficient capital to support our operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable us to develop business to a level where we will generate profits and positive cash flows from operations. These matters raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

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Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Revenue Recognition – Revenue is only recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the price to the buyer is fixed or determinable, and (4) collectability is reasonably assured. Executive Training Program revenue is recognized as the services are performed.

We recognize revenue from the following sources:

i) Executive Training Program revenue is recognized as the services are performed.

ii) Hourly rental of facilities is recognized as the rental occurs.

iii) Admission to sporting events is recognized as the event occurs.

iv) Food and beverages revenue is recognized on sale.

v) Sponsorship revenue is recognized ratably over the period of the agreement.

Impairment of Long-lived Assets - The carrying value of long-lived assets is evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable from the estimated undiscounted future cash flows expected to result from its use and eventual disposition. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment is measured as the amount by which the carrying amount of the assets exceeds the fair value as estimated by discounted cash flows. No impairment was recognized for the year ended June 30, 2014.

Stock-based compensation – The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

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Recently Issued Accounting Pronouncements

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management is currently evaluating the impact of the adoption of ASU 2014-15 on our financial statements and disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements Required by Article 8 of Regulation S-X:

Audited Financial Statements:

F-1	Report of Independent Registered Public Accounting Firm
F-2	Consolidated Balance Sheets as of June 30, 2014 and 2013;
F-3	Consolidated Statements of Operations for the years ended June 30, 2014 and 2013;
F-4	Consolidated Statement of Stockholders’ Deficit for the years ended June 30, 2014 and 2013;
F-5	Consolidated Statements of Cash Flows for the years ended June 30, 2014 and 2013;
F-6	Notes to Consolidated Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Oxford City Football Club, Inc.

We have audited the accompanying consolidated balance sheets of Oxford City Football Club, Inc. and its subsidiaries (formerly WMX Group Holdings, Inc.) (the “Company”) as of June 30, 2014 and 2013 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years ended June 30, 2014 and 2013. Oxford City Football Club, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these 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 the audit to obtain reasonable assurance about 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 audit 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 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Oxford City Football Club, Inc. as of June 30, 2014 and 2013 and the results of their operations and their cash flows for the years ended June 30, 2014 and 2013 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 discussed in Note 3 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ De Joya Griffith, LLC

Henderson, Nevada

September 29, 2014

Corporate Headquarters:

De Joya Griffith, LLC

2580 Anthem Village Drive,Henderson, NV 89052 Phone: (702) 563-1600 Fax: (702) 920-8049

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OXFORD CITY FOOTBALL CLUB, INC.
CONSOLIDATED BALANCE SHEETS
(Audited)

	June 30, 2014			June 30, 2013
ASSETS

Current assets:
Cash	$	1,259,359		$	5,089
Accounts receivable		21,395			—
Due from Academy of Healing Art, Message and Facial Skin Care, Inc.		62,895			—
Inventory		10,217			—
Prepaid expenses		77,432			5,293
Investment in WENR, Corp.		10,000			—
Total current assets		1,441,298			10,382

Property and equipment, net		959,361			20,593
Investment in Oxford City Football Club (Trading) Limited		—			162,814
Oxford City Basketball League membership, net		8,437			—
Premier Arena Soccer League membership deposit		10,000			—
Online course development		100,000			—

Total assets	$	2,519,096		$	193,789

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	366,401		$	41,738
Officer compensation payable		3,454,837			1,241,194
Deferred revenue		—			10,000
Loan payable		35,592			—
Due to related parties		219,316			8,743
Long-term debt, current portion		16,450			—
Total current liabilities		4,092,596			1,301,675

Long-term debt, net of current portion		716,308			—

Stockholders' deficit:
Preferred stock: $0.0001 par value; authorized 40,000,000 shares; issued and outstanding: 0 and 0, respectively		—			—
Series A Convertible Preferred Stock: $0.0001 par value; designated 10,000,000 shares; issued and outstanding: 2,500 and 2,500, respectively		—			—
Series B Convertible Preferred Stock: $0.0001 par value; designated 5,000,000 shares; issued and outstanding: 84,000 and 0, respectively		8			—
Common stock: $0.0001 par value; authorized 500,000,000 shares; issued and outstanding: 15,246,734 and 223,755, respectively		1,526			22
Additional paid-in capital		9,764,593			3,562,961
Stock payable		564,591			399,236
Treasury Stock		(1,338	)		(1,338	)
Accumulated other comprehensive loss		(87,522	)		—
Accumulated deficit		(11,924,623	)		(5,068,767	)
Total stockholders' deficit		(1,682,765	)		(1,107,886	)
Non-controlling interest		(607,043	)		—
Total shareholders' deficit		(2,289,808	)		(1,107,886	)

Total liabilities and stockholders' deficit	$	2,519,096		$	193,789

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

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OXFORD CITY FOOTBALL CLUB, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Audited)

	For the year ended June 30, 2014			For the year ended June 30, 2013

Sales	$	622,522		$	53,435
Cost of sales		104,854			—
Gross profit		517,668			53,435

Operating expenses:
General and administrative		1,746,353			193,747
Amortization		500,964			—
Depreciation		18,276			5,412
Bad debt - related party		21,302			—
Salaries and wages		391,203			—
Software development		1,341			3,491
Officer compensation		3,706,697			1,684,448
Professional fees		173,984			127,181
Professional stock-based fees		974,000			627,400
Loss on extinguishment of accounts and due to related parties		—			1,106,636
Total operating expenses		7,534,120			3,748,315

Other income (loss):
Gain on re-measurement of equity investment in Oxford City Football Club (Trading) Limited		10,600			—
Share of loss of Oxford City Football Club (Trading) Limited		—			(17,045	)
		10,600			(17,045	)

Loss before income taxes		(7,005,852	)		(3,711,925	)

Provision for income taxes		—			—

Net loss		(7,005,852	)		(3,711,925	)

Net loss attributable to non-controlling interest		149,996			—

Net loss attributable to Oxford City Football Club, Inc.		(6,855,856	)		(3,711,925	)

Other comprehensive income (loss)
Foreign exchange translation adjustment		(88,341	)		—

Comprehensive loss	$	(6,944,197	)	$	(3,711,925	)
Basic loss per common share	$	(1.91	)	$	(12.33	)
Basic weighted average common shares outstanding		3,584,194			300,973

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

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CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 2014 AND 2013
(Audited)

	Preferred A Stock			Preferred B Stock			Common Stock						Additional Paid-in			Stock			Treasury			Other comprehensive			Non-controlling						Total Stockholders’
	Shares		Amount	Shares		Amount	Shares			Amount			Capital			Payable			Stock			loss			Interest			Deficit			Deficit
Balance, June 30, 2012	—		—	—		—	386,392			38			311,001			218,824			—			—			—			(1,356,842	)		(826,979	)

Shares issued for cash	—		—	—		—	28,788			3			387,597			—			—			—			—			—			387,600

Issue of shares in satisfaction of accounts payable	—		—	—		—	16,908			2			1,042,618			—			—			—			—			—			1,042,620

Issue of shares in satisfaction of due to related parties	—		—	—		—	13,375			1			857,499			—			—			—			—			—			857,500

Stock-based compensation	—		—	—		—	11,000			1			627,399			—			—			—			—			—			627,400

Shares issued to waive anti-dilution clause - Richard Shergold	—		—	—		—	5,000			1			(1	)		—			—			—			—			—			—

Shares issued to waive anti-dilution clause - Thomas Guerriero	2,500		—	—		—	(250,000	)		(25	)		25			—			—			—			—			—			—

Issue of shares for stock payable	—		—	—		—	12,292			1			336,823			(336,824	)		—			—			—			—			—

Purchase of treasury stock	—		—	—		—	—			—			—						(1,338	)		—			—			—			(1,338	)

Stock payable issued for cash	—		—	—		—	—			—			—			510,791			—			—			—			—			510,791

Stock payable issued for investment in Oxford City Football Club (Trading) Limited	—		—	—		—	—			—			—			6,445			—			—			—			—			6,445

Net loss	—		—	—		—	—			—			—			—			—			—			—			(3,711,925	)		(3,711,925	)

Balance, June 30, 2013	2,500		—	—		—	223,755			22			3,562,961			399,236			(1,338	)		—			—			(5,068,767	)		(1,107,886	)

Acquisition of Oxford City Football Club (Trading) Limited	—		—	—		—	—			—			—			—			—			—			(317,136	)		—			(317,136	)

Shares issued for cash	—		—	—		—	14,063,880			1,406			4,844,314			—			—			—			—			—			4,845,720

Stock-based compensation	—		—	4,000		0	102,000			11			973,989						—			—			—			—			974,000

Shares issued for anti-dilution	—		—	—		—	405,212			41			(41	)		—			—			—			—			—			(0	)

Issue of shares for stock payable	—		—	—		—	451,887			46			349,628			(349,675	)		—			—			—			—			(1	)

Shares issued to Thomas Guerriero, CEO, in exchange for
the outstanding shares of Oxford City Basketball Club, Inc.	—		—	80,000		8	—			—			33,742			—			—			—			—			—			33,750

Stock payable issued for cash	—		—	—		—	—			—			—			515,030			—			—			—			—			515,030

Advances to Oxford City Youth Football Club Limited	—		—	—		—	—			—			—			—			—			—			(139,911	)		—			(139,911	)

Other comprehensive loss	—		—	—		—	—			—			—			—			—			(87,522	)		—			—			(87,522	)

Net loss	—		—	—		—	—			—			—			—			—			—			(149,996	)		(6,855,856	)		(7,005,852	)

Balance, June 30, 2014	2,500	$	—	84,000	$	8	15,246,734		$	1,526		$	9,764,593		$	564,591		$	(1,338	)	$	(87,522	)	$	(607,043	)	$	(11,924,623	)	$	(2,289,808	)

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

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OXFORD CITY FOOTBALL CLUB, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Audited)

	For the year ended June 30, 2014			For the year ended June 30, 2013

Cash flows from operating activities:
Net loss	$	(7,005,852	)	$	(3,711,925	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		(18,276	)		5,412
Amortization		(500,964	)		—
Bad debts - related party		(21,302	)		—
Share of loss of Oxford City Football Club (Trading) Limited		—			17,045
Professional stock-based fees		(974,000	)		627,400
Gain on sale of equity investment		(10,600	)		—
Loss on extinguishment accounts payable and related parties					1,106,636
Changes in operating assets and liabilities:
Decrease in accounts receivable		24,125			—
Increase in advances due from Academy of Healing Art, Massage and Facial Skin Care, Inc.		(62,895	)		—
Increase in inventory		—			—
Increase in prepaid expense		(72,139	)		(293	)
Increase in officer compensation payable		2,213,643			1,209,842
Decrease in accounts payable and accrued liabilities		(333,575	)		(30,927	)
Decrease in deferred revenue		(10,000	)		10,000
Increase in due to related parties		(14,460	)		—
Net cash used in operating activities		(3,755,211	)		(766,810	)

Cash flows from investing activities:
Purchase of fixed assets		(219,035	)		(23,805	)
Online course development		(100,000	)		—
Major Soccer Arena League membership		(10,000	)		—
Investment in WENR, Corp.		(10,000	)		—
Investment in Oxford City Football Club (Trading) Limited		—			(173,414	)
Cash received from acquisition of Oxford City Football Club (Trading) Limited and Anjo of SkyLake, Inc.		158,490			—
Payments to non-controlling interest		(133,592	)		—
Net cash used in investing activities		(314,137	)		(197,219	)

Cash flows from financing activities:
Proceeds from issuance of stock		5,360,750			898,392
Purchase of treasury stock		—			(1,338	)
Advance by related party		13,869			8,743
Payments to related party		(30,045	)		—
Payments to loan payable		—			—
Net cash provided by financing activities		5,344,574			905,797

Foreign exchange gain (loss)		(18,956	)		—

Net change in cash		1,256,270			(58,232	)

Cash, beginning of period		5,089			63,321

Cash, end of period	$	1,261,359		$	5,089

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—

Non-cash investing and financing activities:
Intangible asset	$	509,401		$	—
Assumption of long-term on purchase of building	$	743,600		$	—
Stock payable issued for investment in Oxford City Football (Trading) Limited	$	—		$	6,445
Stock issued for accounts payable	$	—		$	1,042,620
Stock issued for due to related parties	$	—		$	857,500

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

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OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

DESCRIPTION OF BUSINESS AND HISTORY

Description of business – Oxford City Football Club, Inc. (the "Company" or "Oxford City") is engaged in a vertically integrated growth strategy across a spectrum of sectors which includes professional sports teams, academic institutions, media and entertainment and real estate and property management. Oxford City has been a publicly listed company since 2009 and was incorporated in 2003.

At July 1, 2013, the Company ceased to be a development stage company as its principal planned operations of operating the Oxford City Football Club, commenced.

Effective July 1, 2013, all the stockholders and directors of Oxford City Football Club (Trading) Limited entered into a Voting Agreement whereby the Company, a 49% shareholder, has the right to appoint four Board members, Guerriero, LLC, a company which our CEO and director is the sole member and 1% shareholder of the Company, has the right to appoint one Board member and Oxford City Youth Football Club Limited, a 50% shareholder, has the right to appoint five Board members. Guerriero, LLC has agreed to appoint a Board Member as directed by the Company. In the case of all and any ties in voting of the Board of Directors, the Directors have agreed to give the Managing Director of the Company the authority to be the deciding vote. As a result of the Voting Agreement, the Company controls greater than 50% of the votes on the Board of Directors of Oxford City Football Club (Trading) Limited. In accordance with ASC 810, the Company on July 1, 2013 includes the accounts of Oxford City Football Club (Trading) Limited in its consolidated financial statements.

All activities of the Company to December 31, 2012 relate to its organization, share issuances for services and cash and the development of software platforms for e-commerce trade. Commencing on October 1, 2012, the Company started to implement its WMX Executive Training Program Strategic Action Plan. Currently, the Company is offering an Executive Education Certificate Program in Financial Planning. In order to facilitate the Strategic Action Plan, WMX has incorporated three wholly owned subsidiaries; CIT Cambridge Institute of Technology Christian University, Inc., WMX Wealth Advisors, LLC and WMX Insurance Group, Inc. On April 29, 2013, the Company acquired 100% of Oxford City Football Club, LLC, a commonly controlled entity that is owned by the Company’s CEO and Director, Mr. Thomas Guerriero, in a Share Exchange Agreement. Oxford City Football Club, LLC has a 49% equity method investment in Oxford City Football Club (Trading) Limited which operates the Oxford City Football Club located in the City of Oxford, England.

On June 20, 2012, the Board of Directors approved a change in fiscal year from December 31 to June 30.

On April 30, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WMX Group, Inc., a Nevada corporation ("WMX Private Co."), and SKGI Acquisition Corp., Nevada corporation, and a wholly-owned subsidiary of the Company (“Acquisition Sub”), pursuant to which Acquisition Sub merged with and into WMX Private Co. (the “Merger”) with the filing of the Articles of Merger with the Nevada Secretary of State on May 1, 2012 and became a wholly-owned subsidiary of the Company. In accordance with the terms of the Merger Agreement, at the closing an aggregate of 26,346 shares of the Company’s common stock was issued to the holders of WMX Private Co.’s common stock in exchange for their shares of WMX Private Co. WMX Private Co. was incorporated on January 18, 2011 in the Province of New Brunswick, Canada as World Mercantile Exchange, Ltd. and subsequently changed its name to WMX, Group, Inc. and re-domiciled to the State of Nevada.

The Merger has been accounted for as a reverse acquisition transaction for accounting purposes as WMX Private Co. was deemed to be the acquirer, and thus, these consolidated financial statements are the historical financial information and operating results of WMX Private Co. The carrying amounts of the Company’s assets and liabilities prior to the Merger (Smart Kids Group, Inc.) are included in these consolidated financial statements.

Oxford City Football Club, Inc. (formerly WMX Group Holdings, Inc.), (the "Company" or "Oxford City") was incorporated on February 11, 2003 in the State of Florida as Smart Kids Group, Inc. On June 11, 2012, the Company changed its name from Smart Kids Group, Inc. to WMX Holdings Group, Inc. and on July 8, 2013, the Company changed its name from WMX Holdings Group, Inc. to Oxford City Football Club, Inc.

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OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

SUMMARY OF SIGNIFICANT POLICIES

Consolidation – The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company balances and transactions have been eliminated. The Company and its subsidiaries will be collectively referred to herein as the “Company”.

Investment-Investments in unconsolidated affiliates over which we exercise significant influence, but do not control, including joint ventures, are accounted for using the equity method. Investments in unconsolidated affiliates over which we are not able to exercise significant influence are accounted for under the cost method.

Cash and cash equivalents – Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value.

We recognize revenue from the following sources:

i) Executive Training Program revenue is recognized as the services are performed.

ii) Hourly rental of facilities is recognized as the rental occurs.

iii) Admission to sporting events is recognized as the event occurs.

iv) Food and beverages revenue is recognized on sale.

v) Sponsorship revenue is recognized ratably over the period of the agreement.

Property and equipment - Property and equipment are stated at the lower of cost or fair value. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, as follows:

Description	Estimated Life
Building and improvements	39 years
Furniture and equipment	3 years
Computer equipment	3 years
Leasehold improvements	3 years

The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which the Company uses certain assets requiring a change in the estimated useful lives of such assets.

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OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

SUMMARY OF SIGNIFICANT POLICIES – (CONTINUED)

Property and equipment (continued)

Maintenance and repairs that neither materially add to the value of the asset nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the statements of operations. There were no dispositions during the periods presented.

Income taxes – The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.

The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

Earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.

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OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

SUMMARY OF SIGNIFICANT POLICIES – (CONTINUED)

Fair value of financial instruments- The Company's financial instruments consist of cash, accounts payable, accrued liabilities, advances, notes payable, and a loan payable. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Advances to Academy of Healing Art, Message and Facial Skin Care, Inc. are non-interest bearing, unsecured and and have no specific terms of repayment.

Concentration of credit risk – Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company places its cash with financial institutions with high-credit ratings.

Advertising costs - Advertising costs are anticipated to be expensed as incurred; however there were no advertising costs included in general and administrative expenses for the year ended June 30, 2013.

Recent Accounting Pronouncements – In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management is currently evaluating the impact of the adoption of ASU 2014-15 on our financial statements and disclosures.

GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has a cumulative retained deficit of $11,924,623 as of June 30, 2014. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

In order to mitigate the risk related with this uncertainty, the Company plans to issue additional shares of common stock for cash and services during the next 12 months.

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OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following as of June 30, 2014 and 2013.

	2014		2013
Building and improvements	$	651,008	$	—
Land		233,770		—
Furniture and equipment		77,781		11,710
Computer equipment		11,076		11,076
Leasehold improvements		10,854		4,659
		984,489		27,445
Less: accumulated depreciation		25,128		6,852
	$	959,361	$	20,593

Depreciation expense for the years ending June 30, 2014 and 2013 was $18,276 and 5,412, respectively.

INVESTMENT IN OXFORD CITY FOOTBALL CLUB (TRADING) LIMITED AND BUSINESS COMBINATION

On April 29, 2013, the Company acquired 100% of Oxford City Football Club, LLC, a commonly control entity that is owned by the Company’s CEO and Director, Mr. Thomas Guerriero, in a Share Exchange Agreement (See Note 8). Oxford City Football Club, LLC has a 49% equity method investment in of Oxford City Football Club (Trading) Limited which operates the Oxford City Football Club located in Oxford, England. The remaining outstanding capital stock is held by the following shareholders (i) 1% by Guerriero, LLC, a company controlled by the Company’s CEO and Director, Mr. Thomas Guerriero (ii) 50% by Oxford City Youth Football Club Limited, a charity located in Oxford, England. The financial results of Oxford City Football Club (Trading) Limited are included in the Company’s consolidated financial statements with a one month lag, using the equity method of accounting and with intercompany profits eliminated in accordance with the Company’s accounting policy.

Carrying Value of Investment
Issuance of stock payable for 75,000 shares of common stock of the Company on April 29, 2013	$	6,445
Capital contributions (April 29, 2013 to June 30, 2013)		173,414
49% share of loss of Oxford City Football Club (Trading) Limited (April 29, 2013 to May 31, 2013)		(17,045	)
Carrying value of investment on June 30, 2013	$	162,814

Results of Operations of Oxford City Football Club (Trading) Limited	April 29, 2013 to May 31 2013
Sales	$	50,450
Cost of sales		(8,694	)
Gross profit	$	41,757
Net income (loss)	$	(1,904	)

Balance Sheet of Oxford City Football Club (Trading) Limited		May 31, 2013
Current assets	$	71,168
Noncurrent assets		9
Total assets	$	71,177

Current liabilities	$	607,777
Noncurrent liabilities		194,515
Total liabilities	$	802,292
Net assets (deficiency)	$	(731,115	)

Reconciliation of the Carrying Value of the Investment and the Amount of Underlying Equity in Net Assets
Net assets (deficiency) of Oxford City Football Club (Trading) Limited at May 31, 2013	$	(731,115	)
49% interest in the net assets of Oxford City Football Club (Trading) Limited		(358,246	)
49% of amount due from Oxford City Youth Football Club Limited classified as net assets (deficiency)		155,397
49% interest in carrying value of unamortized intangible asset		192,249
Capital contributions		173,414
Carrying value of investment on June 30, 2013	$	162,814

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OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

INVESTMENT IN OXFORD CITY FOOTBALL CLUB (TRADING) LIMITED AND BUSINESS COMBINATION - (CONTINUED)

The difference between the consideration paid and the net asset (deficiency) of $481,599 was recognized as an intangible asset for the trade name of the Oxford City Football Club. The intangible asset is being amortized on a straight line over 12 months.

Effective July 1, 2013, all the stockholders and directors of Oxford City Football Club (Trading) Limited entered into a Voting Agreement whereby the Company, a 49% shareholder, has the right to appoint four Board members, Guerriero, LLC, a company which our CEO and director is the sole member and 1% shareholder of the Company, has the right to appoint one Board member and Oxford City Youth Football Club Limited, a 50% shareholder, has the right to appoint five Board members. Guerriero, LLC has agreed to appoint a Board Member as directed by the Company. In the case of all and any ties in voting of the Board of Directors, the Directors have agreed to give the Managing Director of the Company the authority to be the deciding vote. As a result of the Voting Agreement, the Company controls greater than 50% of the votes on the Board of Directors of Oxford City Football Club (Trading) Limited. In accordance with ASC 810,Consolidation the Company on July 1, 2013 includes the accounts of Oxford City Football Club (Trading) Limited in its consolidated financial statements with a one month lag.

The Company accounts for its business acquisitions under the acquisition method of accounting as indicated in ASC 805,Business Combinations, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed and any non-controlling interest in the acquiree; and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and non-controlling interest in the acquiree, based on fair value estimates as of the date of acquisition. In accordance with ASC 805, the Company recognizes and measures goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. All acquisition-related transaction costs have been expensed as incurred rather than capitalized as a part of the cost of the acquisition.

The following table summarizes the consideration paid for the acquired assets and the preliminary acquisition accounting for the fair values of the assets recognized and liabilities assumed in the consolidated balance sheet at the acquisition date. These balances are subject to change when final asset valuations are obtained and the potential for liabilities has been evaluated.

TOTAL ASSETS ACQUIRED
Current assets:
Cash	$	23,385
Accounts receivable		37,404
Inventory		9,130
Prepaid expenses		1,248
		71,167
Property and equipment, net		9
Oxford City Football Club trade name		475,651
		475,660
	$	546,827
TOTAL LIABILITIES ASSUMED
Account payable and accrued liabilities	$	639,580
Due to related parties		162,711
Due to Oxford City Football Club, Inc.		61,672
Non-controlling interest		(317,136	)
	$	546,827
PURCHASE PRICE	$	—

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OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

INVESTMENT IN OXFORD CITY FOOTBALL CLUB (TRADING) LIMITED AND BUSINESS COMBINATION - (CONTINUED)

Intangible assets is the fair value of trade names with a useful life of 12 months.

Supplemental Cash Flow Disclosure

The above table summarizing the preliminary acquisition accounting is based on the assets and liabilities of Oxford City Football Club (Trading) Limited as of May 31, 2013. In June 2013, the Company advanced $111,742 when the Company’s interest in Oxford City Football Club (Trading) Limited was accounted for as an equity investment. On consolidation of the investment in Oxford City Football Club (Trading) Limited on July 1, 2013, the $111,742 amount advanced was under control of the Company.

Cash acquired from Oxford City Football Club (Trading) – May 31, 2013	$	23,385
Advances under control of the Company on July 1, 2013		111,742
Cash received from acquisition of Oxford City Football Club (Trading) Limited – as reported on the Consolidated Statement of Cash Flow	$	135,127

Summary of Unaudited Pro-forma Information

The unaudited pro-forma information below for the years ended June 30, 2013 and 2012 gives effect to the acquisition as if the acquisition had occurred on July 1, 2011. The pro-forma financial information is not necessarily indicative of the results of operations if the acquisitions had been effective as of this date.

	Years ended June 30,
	2013			2012
Sales	$	715,208		$	394,149
Net loss	$	(3,693,488	)	$	(1,031,932	)
Net loss per common share:
Basic	$	(12.27	)	$	(3.42	)

INVESTMENT IN OXFORD CITY FOOTBALL CLUB (TRADING) LIMITED

Carrying Value of Investment

Carrying value of investment on June 30, 2013	$	162,814
Gain on remeasurement of equity investment		10,600
Elimination of inter-company advances on consolidation of Oxford City Football Club (Trading) Limited on July 1, 2013		(173,414	)
Carrying value of investment on June 30, 2014	$	—

F-12

Table of Contents

OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

INTANGIBLE ASSETS

Oxford City Football Club trade name was acquired on July 1, 2013 for $475,651. The trade name is amortized on a straight-line basis over 12 months. The trade name of $0 (intangible assets of $475,651 less accumulated amortization of $475,651) and $0 are recorded on the consolidated balance sheet at June 30, 2014 and June 30, 2013, respectively.

Oxford City Basketball League membership was acquired on October 1, 2013 for $33,750. The Company acquired the Oxford City Basketball League membership from Oxford City Basketball Club, Inc., a commonly controlled entity that is owned by Thomas Guerriero, the Company’s Chief Executive Officer and sole director, in exchange for 80,000 shares of Series B Convertible Preferred Stock. As the Company and Oxford City Basketball Club, Inc., prior to the exchange, was under the control of Thomas Guerriero, the membership was valued at it’s carrying value of $33,750. As of June 30, 2014, the Company recorded a total of $25,313 in amortization expense with a net intangible asset of $8,437.

On April 22, 2014, the Company paid a $10,000 deposit to reverse the home territories of Sioux Falls, South Dakota and Boca Raton/Detray Beach, Florida in the Premier Arena Soccer League. An additional $20,000 per team is due in the season which begins play. The deposits expires on April 2, 2016.

On February 14, 2013, entered into a contract with AlvaEDU, Inc. to develop a online courses in sports management and financial and economics for undergraduate and graduate degree curriculum. On April 28, 2014, the Company made a $100,000 contribution towards the development of these online courses.

LONG-TERM DEBT

On May 27, 2014, the Company purchased a commercial building located at 3141 S Military Trail, Lake Worth, Florida and assumed net financial assets (liabilities) of $22,360. In consideration for the building and net financial assets the Company paid $149,079 in cash and assumed a mortgage payable of $743,600. Mortgage payable matures on September 26, 2037 and is due in monthly installments of $5,930, including principal and interest at 7.99% and secured by the building. The building is leased month-to-month with annual expected lease revenue of $51,137.

Future aggregate minimum loan payments as of date are as follows:

2014	$	10,841
2015		12,119
2016		13,302
2017		14,421
2018		15,633
Thereafter		677,283
Total	$	743,599

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OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

INCOME TAXES

The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $354,846 which is calculated by multiplying a 25% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items:

		2014			2013
Net loss for the year	$	7.005,852		$	3,711,925
Adjustments:
Bad debts – related party		(21,302	)		—
Accrued payroll		(2,213,643	)		(1,209,842	)
Professional stock-based fees		(974,000	)		(627,400	)
Loss extinguishment		—			(1,106,636	)
Tax loss for the year		3,796,907			768,047
Estimated effective tax rate		25	%		25	%
Deferred tax asset	$	949,227		$	192,012

The total valuation allowance is $876,874 and $354,096 as of June 30, 2014 and 2013, respectively. Details are as follows:

		2014			2013
Deferred tax asset	$	949,227		$	354,846
Valuation allowance		(949,227	)		(354,846	)
Current taxes payable		—			—
Provision for income tax	$	—		$	—

Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire.

Year		Amount		Expiration
	2011	$	171,898		2031
	2012	$	479,440		2032
	2013	$	768,047		2033
	2014	$	3,796,907		2034

10.

STOCKHOLDERS’ EQUITY

Preferred Stock– The Company is authorized to issue 40,000,000 shares of $.0001 par value preferred stock. The Company has designated 10,000,000 shares of preferred stock as Series A Convertible Preferred Stock. As of June 30, 2014 and June 30, 2013, 2,500 and 2,500 Series A Convertible Preferred Stock are issued and outstanding, respectively.

The Company has designated 5,000,000 shares of preferred stock as Series B Convertible Preferred Stock. On November 20, 2013, 80,000 shares of Series B Convertible Preferred Stock was issued to Thomas Guerriero our Chief Executive Officer and sole director, in exchange for the transfer of the Oxford City Basketball Club league membership held by Oxford City Football Club, Inc. As the Company and Oxford City Basketball Club, Inc., prior to the exchange, was under the control of Thomas Guerriero, the membership was valued at its carrying value of $33,750.

On January 21, 2014, the Company issued 4,000 shares of Series B Convertible Preferred Stock for consulting services valued at $4,000.

As of June 30, 2014 and June 30, 2013, 84,000 and 0 Series B Convertible Preferred Stock are issued and outstanding, respectively.

Series A Convertible Preferred Stock have the right to cast one hundred (100) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock and provides that any one (1) share of Series A Convertible Preferred Stock are convertible into one hundred (100) shares of the Corporation’s common stock, par value $.0001 per share.

Series B Convertible Preferred Stock are entitled to vote together with the holders of our Series A Preferred Stock and common stock on all matters submitted to shareholders. The total aggregate issued shares of Series B Convertible Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 2 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of any Preferred Stock which are issued and outstanding at the time of voting.

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OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

10.

STOCKHOLDERS’ EQUITY - (CONTINUED)

Series B Convertible Preferred Stock shall have anti-dilution protection such that any issuance of Common Stock or other financial instruments shall result in an equal number of shares so issued be issued to the Series B Convertible Preferred Stock shareholders on a pro-rated basis to the number of shares then outstanding. If anti-dilution protection ends for whatever reason, then Holders of Series B Convertible Preferred Stock are entitled to dividends at the rate of 6% per annum. On June 30, 2014 and 2013, the Series B Convertible Preferred Stock holders are due 13,501,117 and 0 shares of common stock of the Company, respectively, for anti-dilution protection.

Series B Convertible Preferred Stock have a preference in any liquidation, dissolution or winding up of the company in an amount equal to $4 per share, plus any declared but unpaid dividends, and may, at any time after 18 months, have rights to convert each share of Series B Convertible Preferred Stock into three hundred (300) shares of common stock.

Common Stock - The Company is authorized to issue 500,000,000 shares of $.0001 par value common stock. As of June 30, 2014 and June 30, 2013, 15,246,734 and 223,755 shares were issued and outstanding, respectively.

From July 1, 2013 to June 30, 2014, the Company received $4,500 in cash in exchange for 1,800 shares of common stock ($2.50 per share), received $7,000 in cash in exchange for 6,075 shares of common stock ($1.15 per share), received $2,062,720 in cash in exchange for 2,063,450 shares of common stock ($1.00 per share), received $90,000 in cash in exchange for 100,000 shares of common stock ($0.90 per share), received $5,000 in cash in exchange for 5,805 shares of common stock ($0.87 per share), received $210,000 in cash for 298,750 shares of common stock ($0.70 per share), received $10,000 in cash in exchange for 15,000 shares of common stock ($0.67 per share), received $833,500 in cash in exchange for 1,668,000 shares of common stock ($0.50 per share), received $40,000 in cash for exchange for 90,000 shares of common stock ($0.44 per share), received $163,000 in cash for exchange for 400,000 shares of common stock ($0.41 per share), received $5,000 in cash in exchange for 15,000 shares of common stock ($0.33 per share) and received $1,415,000 in cash for 9,400,000 shares of common stock. ($0.15 per share).

From July 1, 2013 to June 30, 2014, the Company issued 376,887 of common stock to satisfy obligations under share subscription agreements for $343,230.

From July 1, 2013 to June 30, 2014 the Company issued 405,212 shares of common stock to thirteen investors for anti-dilution protection and no consideration.

On August 9, 2013, the Company issued 75,000 shares of common stock valued at $6,445 to satisfy obligations under the April 29, 2013 Share Exchange Agreement.

Stock Payable

From July 1, 2013 to June 30, 2014, the Company received $515,030 in cash in exchange for a common stock payable of 515,030 shares of common stock ($1.00 per share).

Share Exchange Agreement

On April 29, 2013, the Company entered into a Share Exchange Agreement with Oxford City Football Club, LLC, a Florida limited liability company (“Oxford City FC”), and the sole member of Oxford City FC (the “Oxford City FC Member”). The Company’s CEO and Director, Mr. Thomas Guerriero, is the Oxford City FC Member.

Pursuant to the terms of the Share Exchange Agreement, the Company agreed to acquire all of the issued and outstanding membership units of Oxford City FC in exchange for the issuance of stock payable for 75,000 shares of the common stock to the Oxford City FC Member. As a result of the Share Exchange Agreement, Oxford City FC became a wholly-owned subsidiary of the Company and the Company now carries on the business of Oxford City FC as its primary business. Oxford City FC’s sole asset is 49% of the outstanding capital stock of Oxford City Football Club (Trading) Limited which operates the Oxford City Football Club located in Oxford, England.

As the Company and Oxford City FC, prior to the Share Exchange Agreement, was under the common control of Mr. Thomas Guerriero, the investment in Oxford City FC upon recognition was valued at its carrying value of $6,445.

Treasury Stock

As of June 30, 2014 and June 30, 2013, the Company has a treasury stock balance of $1,338.

Stock-based Compensation

On May 21, 2014, the Company issued 2,000 shares of common stock of the Company for services valued at $20,000 ($10.00 per share).

On June 4 2014, the Company issued 100,000 shares of common stock of the Company for services valued at $950,000 ($9.50 per share).

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OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

11.

RELATED PARTY TRANSACTIONS

During the year ended June 30, 2014, the Company repaid total advances to GCE in the amount of $8,743. The amount due to or from related party is unsecured, non-interest bearing and have no specific terms of repayment.

At June 30, 2014 and June 30, 2013, $219,316 and $0, respectively, is due to the managing director of the Oxford City Football Club (Trading) Limited, a subsidiary of the Company. The advances are non-interest bearing, unsecured and due on demand.

Employment – On December 1, 2012, the Company executed a consulting agreement (the “Agreement”) with GCE Wealth, Inc. (“GCE”), a company controlled by our CEO, Mr. Thomas Guerriero. Pursuant to the terms and conditions of the Agreement, among other things GCE will act as our consultant through December 2015 and GCE will receive $950 per hour for services rendered. The total expense related to this agreement was $3,585,300 and $1,684,448 for the year ended June 30, 2014 and 2013, respectively.

As of June 30, 2014 and June 30, 2013, $3,454,837 and $1,241,194 of total officer compensation was unpaid and recorded as payable, respectively.

On December 1, 2013, the Company executed a consulting agreement (the “Agreement”) with Dorset Solutions Inc., and its representative Philip Clark. Pursuant to the terms and conditions of the Agreement, among other things Philip Clark will act as a Chief Financial Officer through November 30, 2014 and will receive $3,000 per month for services rendered. The total expense related to this agreement was $21,000 and $0 for the year ended June 30, 2014 and 2013, respectively. As of June 30, 2014 and June 30, 2013, $0 of total compensation was unpaid and recorded as payable.

12.LOSS ON EXTINGUISHMENT OF ACCOUNTS PAYABLE AND DUE TO FORMER OFFICERS

On September 10, 2012, the Company entered into a debt settlement agreement to settle amounts due to the attorney of $67,992 by paying a total of $45,000 cash payments. As a result, the Company recorded a gain on extinguishment of debt of $22,992.

On September 12, 2012, the Company entered issued 10,625 and 2,750 shares in common stock value at $857,500 ($64.00 per share) to settle amounts due to the former CEO and former COO of the Company of $475,588 and $112,184, respectively per debt settlement agreements. As a result the Company recorded a loss on extinguishment of debt of $269,758.

On September 12, 2012, the Company issued 16,908 shares in common stock valued at $1,042,620 ($61.60 per share) to settle accounts payable of $182,750 per debt settlement agreements. As a result, the Company record a loss on extinguishment of debt of $859,870.

During the year ended June 30, 2013, the Company settled a total of $587,742 due to former officers and $250,742 with 30,283 shares of common stock valued at $1,900,120 and cash payment of $45,000. The Company recorded a loss on extinguishment of accounts payable and due to former officers of $1,106,636 during the year ended June 30, 2013.

13.

SUBSEQUENT EVENTS

Common Stock

From July 1, 2014 to September 19 , 2014, the Company issued 406,665 shares of common stock to satisfy obligations under share subscription agreements for $376,995.

Stock Payable

From July 1, 2014 to September 19, 2014 the Company received $81,050 in cash in exchange for a common stock payable of 76,550 shares of common stock.

F-16

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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

No events occurred requiring disclosure under Item 304 of Regulation S-K during the fiscal year ending June 30, 2014.

Item 9A(T). Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being June 30, 2014. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of June 30, 2014 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of June 30, 2014, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending June 30, 2015: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Item 9B. Other Information

None

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following information sets forth the names, ages, and positions of our current directors and executive officers as of June 30, 2014.

Name	Age	Principal Positions With Us
Thomas Anthony Guerriero	38	Chief Executive Officer and Director
Philip Clark	51	Chief Financial Officer
Diana Lovera	31	Chief Operating Officer
Anthony Guerriero	67	Director of Marketing

Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.

Thomas Anthony Guerriero. Oxford City FC's President CEO Mr. Thomas Anthony Guerriero has over fifteen years of extensive upper executive experience. Mr. Guerriero began his career in the financial markets in 1998, and soon thereafter earned the position of Senior Vice President of the securities division of First Union (FTU: NYSE), one of the largest institutions in the world with over $400 billion in client assets. After First Union was acquired by Wachovia, (WB: NYSE) Mr. Guerriero continued to build his client base and team through several institutions and think tanks, eventually etching his name in stone industry wide, by becoming the CEO of a Member Firm, TAA. There he gained the prestigious recognition of being one of the youngest individuals to ever head a member firm.

His success at TAA led him towards the second acquisition in his career, this time by High Point Capital. Mr. Guerriero's unique ability to create unique systems both technical and fundamentally, recruit, train, mentor, and inspire individuals through his creative methodologies has led him to be known industry wide. His most recent acquisition was at the helm of Global Wealth as CEO. He was able to maximize profitability and surpass all expectations in the face of the toughest economic climate of our generation, leading towards the third acquisition of his career of Global Wealth and its Institute of Finance.

In 2011, he was nominated, accepted, and confirmed as one of the youngest into Marquis's Who's Who in America. Also in 2011 Mr. Guerriero became one of the youngest owners of a professional sports team. He became an owner of a professional basketball team, the Springfield Armor in the NBA D league (The NJ Nets Affiliate). In 2012 he was named to the Board of Z squared technology. Mr. Guerriero attended Graduate School at Harvard University, holds two Graduate Certificates from Boston University & University of Notre Dame, has two BA degrees from Fairleigh Dickinson University & Thomas Edison State. He has held several professional licenses over the course of his career Series 7, Series 63, Series 66, Series 24 licenses. Always looking for a challenge Mr. Guerriero is a former professional soccer player, climbed two of the seven summits, been featured in a major motion picture with Oliver Stone, been featured on television around the world, and is a published author with “How To Understand & Master The Stock Market”, "How to Understand & Master Securities Laws & Regulations" and "Plan For Crisis".

Philip Clark. Mr. Clark is a Chartered Accountant and Certified Public Accountant with over twenty years’ experience in public accounting. Most recently he has served as the CFO for a publicly traded company American Rare Earths & Material, Corp in the sporting goods and materials application sector from 2009 to 2012. From 2005 to 2008, Mr. Clark was a senior manager and partner of Danziger Hochman Partners LLP. From 1992 to 2005, Mr. Clark was a manager, then Partner, and then Managing Partner of Mackay Landau, Chartered Accountants. He has also served as Audit Committee Chair and Director of a Canadian crown corporation. Mr. Clark has experience in accounting and auditing SEC registrants, Canadian public companies, government entities and owner-managed businesses. He articled with Ernst & Young, Chartered Accountants, and received a Bachelor of Commerce degree (Honors) from McMaster University in 1986.

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Diana Lovera. Ms. Lovera has served as the Company’s Chief Operating Officer since January 2012. Prior to joining Oxford City Football Club, Inc., Ms. Lovera leveraged her expertise in strategic planning, communications and leadership development as Director of Sales and Marketing in a manufacturing organization from 2008 to 2011. Ms. Lovera also co-founded a non-profit organization, Lambda Theta Alpha Latin Sorority, Inc. Gamma Pi Division in 2003 to empower Latin women in achieving their highest potential. She embraces social and community responsibilities wholeheartedly by organizing and participating in various charities and community outreach programs throughout South Florida. Ms. Lovera holds a Bachelors Degree in Business Administration from American Intercontinental University.

Anthony Guerriero. Mr. Guerriero is currently our director of marketing. He was the former Director of Marketing Earth Thebault, a Division of Earth Color, Parsippany from January 2006 – to December 2008. There he created and managed this dual operation realizing a revenue income of $13 million/year, reducing costs by $1.3 million. His role was to oversee all print Production & Quality Control. He contracted and maintained a client base with companies such as HBO, Sony, Capital One, Bristol Myers, American Express, Person Education, Margraw Hill, BBDO.

Prior to Earth Thebault he was an Executive at Applied Printing Technology, in Moonachie, NJ from 1996 – 2006. There he sold $4 million in business per year, specializing in catalogs, direct mail material, poster reproductions, brochures, and corporate image booklets. He was able to acquire new client accounts with companies such as Saks Fifth Avenue, The Gap, McGraw Hill, and Pearson Education, while retaining existing clients through excellent service. He implemented strategic pricing models to win business from competing print houses. Prior to this he was the President of Glaser Printing Company, in New York, NY from 1982 – 1996. In 1987 transitioned from Production Manager to the President/Owner with the purchase of the company doing a print business and from stationery to corporate brochures. He grew the company from $1.5 million in revenue a year to $3.8 Million. Initiated and maintained key accounts with companies such as AT&T, Steinway & Sons, Diners Club, Staten Island University Hospitals, Rosenthal China, and the 96 office printing needs of Drake Bean Morin.

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Family Relationships

Anthony Guerriero and Thomas Guerriero are father and son.

Aside from the above, there are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

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Committees of the Board

Our company currently does not have nominating, compensation or audit committees or committees performing neither similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the board of directors can adequately perform the functions of such committees.

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our Chief Executive Officer, Thomas Guerriero, at the address appearing on the first page of this annual report.

Code of Ethics

As of June 30, 2014, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Item 11. Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended June 30, 2014 and 2013.

SUMMARY COMPENSATION TABLE

Name and

principal position

Year

Salary ($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings ($)

All Other

Compensation

($)

Total

($)

Thomas Guerriero, CEO and Director

2014

2013

3,585,300

1,684,448

3,585,300

1,684,448

Philip Clark, CFO

2014

2013

21,000⁽¹⁾

3,621⁽¹⁾

21,000

3,621

Diana Lovera

COO

2014

2013

100,397⁽²⁾

17,200⁽³⁾

100,397

17,200

Anthony Guerriero,

Director of Marketing

2014

2013

(1)

Mr. Clark invoiced $21,000 and $3,621for the years ended June 30, 2014 and 2013, respectively, for services he incurred through a company in which he is a shareholder and director.

(2)

Ms. Lovera invoiced $31,133 for services she incurred through a company in which she is a shareholder and director.

(3)

Ms. Lovera prior to and after her appointment as COO received commissions and educational consulting fees.

Narrative Disclosure to the Summary Compensation Table

On July 1, 2012, the board of directors agreed to compensate our CEO Thomas Guerriero $500,000 per year. This agreement has been terminated on November 30, 2012.

On December 1, 2012, the Company executed a consulting agreement with GCE Wealth, Inc. (“GCE”), a company controlled by our CEO, Mr. Thomas Guerriero. Pursuant to the terms and conditions of the Agreement, among other things GCE will act as our consultant through December 2015 and GCE will receive $950 per hour for services rendered.

Aside from the foregoing, we have not entered into any employment agreement or consulting agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.

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Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of June 30, 2014.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Thomas Guerriero	-	-	-	-	-	-	-	-	-
Philip Clark	-	-	-	-	-	-	-	-	-
Diana Lovera	-	-	-	-	-	-	-	-	-
Anthony Guerriero	-	-	-	-	-	-	-	-	-

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of September 19, 2014, certain information as to shares of our common stock, Series A Convertible Preferred Stock and Series B Preferred Stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group.

Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown. Unless otherwise indicated below, each entity or person listed below maintains an address of 10 Fairway Drive, Suite 302, Deerfield Beach, FL 33441.

	Common Stock					Series A Preferred Stock				Series B Preferred Stock
Name and Address of Beneficial Owner	Number of Shares Owned (1)			Percent of Class (2)		Number of Shares Owned (1)		Percent of Class (2)		Number of Shares Owned (1)		Percent of Class (2)
Thomas Guerriero		37,652,656	(3)		68.45%		2,500		100%		80,000		95.24%%
Philip Clark		-			-%		-		-%		-		-%
Diana Lovera		250			-%		-		-%		-		-%
Anthony Guerriero		-			-%		-		-%		-		-%
All Directors and Executive Officers as a Group (1 person)		37,652,906			68.45%		2,500		100%		80,000		95.45%
5% Holders
Nick Havas		10,000,000	(4)		18.18%		-		-%		-		-%

(1) Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.

(2) Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. The percent of class is based on 55,011,181 voting shares as of September 19, 2013, comprised of 15,653,399 shares of the Company’s common stock issued and outstanding as of September 19, 2014, 2,500 shares of the Company’s Series A Convertible Preferred Stock issued and outstanding as of September 19, 2014 which are convertible into 250,000 shares, 84,000 shares of the Company’s Series B Convertible Preferred Stock issued and outstanding as of September 19, 2014 which are convertible into 25,200,000 shares and 13,907,782 shares due to Series B Convertible Preferred Stock holders for anti-dilution protection.

(3) Includes 13,245,507 shares of common stock, 2,500 shares of Series A Convertible Stock that may be converted into 250,000 shares of common stock, and 80,000 shares of Series B Preferred Stock that may be converted into 24,000,000 shares of common stock.

(4) Includes 10,000,000 shares of common stock.

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Item 13. Certain Relationships and Related Transactions, and Director Independencee

Other than the transactions described below and under the heading “Executive Compensation” (or with respect to which such information is omitted in accordance with SEC regulations), since July 1, 2012 there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

Employment –On July 1, 2012, the board approved that the Company will compensate the Chief Executive Officer a base salary of $500,000 per annum. The total expense related to this agreement was $208,334 for the year ended June 30, 2013. This agreement was terminated on November 30, 2012.

On December 1, 2012, the Company executed a consulting agreement (the “Agreement”) with GCE Wealth, Inc. (“GCE”), a company controlled by our CEO, Mr. Thomas Guerriero. Pursuant to the terms and conditions of the Agreement, among other things GCE will act as our consultant through December 2015 and GCE will receive $950 per hour for services rendered. The total expense related to this agreement was $3,585,300 and $1,476,114 for the years ended June 30, 2014 and 2013, respectively.

As of June 30, 2014 and 2013, $3,454,837 and $1,241,194 of total officer compensation was unpaid and recorded as payable, respectively.

Series A Convertible Preferred Stock. On December 3, 2012, we filed an Articles of Amendment to the Articles of Incorporation with the Secretary of State of the State of Florida (the “Certificate of Designation”) setting forth the rights and preferences of our newly created Series A Convertible Preferred Stock. Among other things, the Certificate of Designation (i) authorized ten million (10,000,000) shares of our preferred stock to be designated as “Series A Convertible Preferred Stock”; (ii) provided that the holders of Series A Convertible Preferred Stock shall have the right to cast one hundred (100) votes for each share held of record on all matters submitted to a vote of holders of our common stock; (iii) and provides that any one (1) share of Series A Convertible Preferred Stock shall be convertible into one hundred (100) shares of our common stock, par value $.0001 per share.

On December 3, 2012, we issued 10,000,00 shares of Series A Convertible Preferred Stock to Thomas Guerriero, the Corporation’s CEO and Director, in exchange for 1,000,000,000 shares of his common stock in the Corporation and the waiver of his 95% non-dilutive provision to maintain 95% equity at all times of the Corporation’s common stock.

On March 21, 2013, we filed Articles of Amendment (the “Amendment”) to our Articles of Incorporation with the Secretary of State of Florida which, among other things, implemented a 1/4000 stock split that reduced the authorized and outstanding preferred stock. Following the stock split, Mr. Guerriero’s holdings of Series A Convertible Preferred Stock was reduced to 2,500 shares.

We agreed to issue to Mr. Guerriero an additional 75,000 shares of common stock in connection with the sale of his membership interests in Oxford City Football Club, LLC. On August 9, 2013, the Company issued 75,000 shares of common stock valued at $6,445 to satisfy obligations under the April 29, 2013 Share Exchange Agreement.

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Series B Convertible Preferred Stock. On November 20, 2013, we filed an Articles of Amendment to the Articles of Incorporation with the Secretary of State of the State of Florida (the “Certificate of Designation”) setting forth the rights and preferences of our newly created Series B Convertible Preferred Stock. Series B Convertible Preferred Stock are entitled to vote together with the holders of our Series A Preferred Stock and common stock on all matters submitted to shareholders. The total aggregate issued shares of Series B Convertible Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 2 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of any Preferred Stock which are issued and outstanding at the time of voting.

On November 20, 2013, we issued a total of 80,000 shares of our newly designated Series B Preferred Stock to our officer and director, Thomas Guerriero, in exchange for the transfer of his ownership in the Oxford City Basketball Club.

Voting Agreement. Effective July 1, 2013, all the stockholders and directors of Oxford City Football Club (Trading) Limited entered into a Voting Agreement whereby the Company, a 49% shareholder, has the right to appoint four Board members, Guerriero, LLC, a company which our CEO and director is the sole member and 1% shareholder of the Company, has the right to appoint one Board member and Oxford City Youth Football Club Limited, a 50% shareholder, has the right to appoint five Board members. Guerriero, LLC has agreed to appoint a Board Member as directed by the Company. In the case of all and any ties in voting of the Board of Directors, the Directors have agreed to give the Managing Director, who is currently Colin Taylor, of the Company the authority to be the deciding vote. As a result of the Voting Agreement, the Company controls greater than 50% of the votes on the Board of Directors of Oxford City Football Club (Trading) Limited. In accordance with ASC 810, Consolidation the Company on July 1, 2013 includes the accounts of Oxford City Football Club (Trading) Limited in its consolidated financial statements with a one month lag.

Item 14. Principal Accounting Fees and Services

Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements:

Year Ended June 30,

Audit Services

Audit Related Fees

Tax Fees

Other Fees

2013

34,200

5,000

8,800

2014

34,500

PART IV

Item 15. Exhibits, Financial Statements Schedules

(a)

Financial Statements and Schedules

The following financial statements and schedules listed below are included in this Form 10-K.

Financial Statements (See Item 8)

(b)

Exhibits

Exhibit Number	Description
3.1	Articles of Incorporation⁽¹⁾
3.2	Bylaws⁽¹⁾
3.3	Amendment to Bylaws⁽²⁾
3.4	Articles of Amendment to Articles of Incorporation⁽²⁾
3.5	Articles of Amendment to Articles of Incorporation⁽³⁾
3.6	Articles of Amendment to Articles of Incorporation⁽⁴⁾
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Annual Report on Form 10-K for the year ended June 30, 2012 formatted in Extensible Business Reporting Language (XBRL).

	Incorporated by reference to Registration Statement on Form S-1 filed on September 2, 2008

(2)

Incorporated by reference to Current Report on Form 8-K filed on July 26, 2012

(3)

Incorporated by reference to the Current Report on Form 8-K filed on December 7, 2012

(4)

Incorporated by reference to the Current Report on Form 8-K filed on March 27, 2013

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on September 30, 2014.

Oxford City Football Club, Inc.

/s/ Thomas Guerriero

Thomas Guerriero

President, Chief Executive Officer and Director

Oxford City Football Club, Inc.

/s/ Philip Clark

Philip Clark

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Thomas Guerriero

Thomas Guerriero

President, Chief Executive Officer and Director

/s/ Philip Clark

Philip Clark

Chief Financial Officer

September 30, 2014

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Oxford City Football Club (SKGP) Inactive 10-K2013 FY Annual report

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