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 ended June 30, 2014
	For the fiscal year ended June 30, 2015
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to ________
	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

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 208 Deerfield Beach, FL		33441
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number: 617.501.6766
10 Fairway Drive, Suite 302, Deerfield Beach, FL 33441 (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 [ ]

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 66,~~653,399~~588 as of ~~September~~October 199, ~~2014~~2015.

Table of Contents

TABLE OF CONTENTS

		Page

PART I

Item 1.	Business	3
Item 2.	Properties	10
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 8.	Financial Statements and Supplementary Data	20
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	21
Item 9A(T).	Controls and Procedures	21
Item 9B.	Other Information	22

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	23
Item 11.	Executive Compensation	26
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13.	Certain Relationships and Related Transactions, and Director Independence	28
Item 14.	Principal Accountant Fees and Services	30

PART IV

Item 15.	Exhibits, Financial Statement Schedules	30

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

Table of Contents

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~~First ~~included~~Portfolio ~~or incorporated by reference in this Annual Report, refer to~~ (OXFC ~~and~~Sports ~~the Club, unless the context requires otherwise.~~Portfolio)

~~The~~As provided ~~Company~~below, ~~owns~~we own an interest in five (5) professional sports teams that are currently active and the rights to two (2) other expansion teams.

1) We own 49% of Oxford City FCFootball isClub (Trading) Limited, which operates a professional outdoor soccer team, which competes in the “Conference ~~North~~South” 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~~South, 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.

2) Oxford City Nomads is ~~the~~our ~~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.

3) Oxford City Futsal is ~~the~~our ~~Company’s~~ 1st professional indoor soccer team, which competes in the “~~Hellenic~~Futsal Premier League” of the English ~~Football~~Futsal ~~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 for a championship trophy, competing against some the best English Futsal teams ~~for~~and the ~~this~~opportunity ~~championship~~to ~~trophy~~play in the UEFA Champions League.

4) We own a 10% interest in the Soles De Sonora team that competes in the Oxford City FCMajor ofArena ~~Texas~~Soccer League Franchise. The MASL is the ~~Company’s~~highest ~~2nd~~level of professional indoor soccer ~~team~~in ~~was~~North ~~purchased~~America, inwith ~~July~~teams ~~2014~~from Mexico, Canada, and ~~competes~~the inUS competing for the “MASL” ofCup. ~~the~~Until ~~Major~~recently, ~~Arena~~we ~~Soccer~~had ~~League~~two teams in the ~~United~~MASL: ~~States~~the ~~under~~Soles ~~the~~De ~~name~~Sonora ~~Oxford~~in ~~City~~Mexico FCand ofJupiter ~~Texas.~~City ~~The~~in ~~MASL~~Florida. ~~and~~As ~~its~~a ~~member~~result of ~~clubs~~difficulties ~~are~~in ~~collectively~~obtaining ~~able~~financing to ~~compete~~cover a field for play, we no longer have the ~~prestigious~~Jupiter ~~MASL~~team ~~Cup~~in Florida. We still have an option for two additional home territories in Sioux Falls, ~~competing~~South ~~against~~Dakota, and South Florida in the ~~best~~MASL ~~American~~and ~~teams~~we ~~for~~hope ~~this~~to ~~championship~~acquire a ~~trophy~~team in one or both territories if financing permits.

5) Oxford City FC Basketball is ~~the~~our ~~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,~~Second ~~South~~Portfolio ~~Dakota~~(OXFC ~~and~~Academic ~~Boca Raton/Detray Beach, Florida in the Premier Arena Soccer League.~~Portfolio)

~~The~~Our Academic ~~Company~~Portfolio ~~owns~~consists ~~and~~of ~~operates~~ the ~~Oxford~~CIT ~~City Broadcasting,~~University ~~which~~and ~~broadcasts~~the Oxford City ~~content~~Sports ~~online~~College ~~around~~in ~~the~~Oxford ~~world~~England. InWe ~~the~~own ~~past,~~CIT ~~Oxford City Broadcasting has purchased~~University ~~airtime~~in onthe ~~740AM~~US, inwhich ~~South~~has ~~Florida~~designed ~~through~~and ~~Beasley~~completed ~~Broadcasting~~their tofirst ~~broadcast~~Certificate ~~content~~Program, onAssociates ~~terrestrial~~Degree ~~radio.~~Program, AtBachelors ~~this~~Degree ~~time~~Program, ~~Oxford~~ ~~City~~and ~~Broadcasting~~Masters ~~plans~~Degree toProgram ~~only~~in ~~broadcast~~Sports ~~online~~Management, aswhich ~~the~~they ~~Company~~plan ~~believes~~to ~~that~~partner ~~the~~with ~~internet~~an isaccredited ~~the~~university ~~best vehicle~~ to ~~reach~~deliver ~~listeners~~the degree ~~around~~program ~~the~~globally ~~world~~online.

~~The~~On February ~~Company~~12, ~~owns~~2015, ~~CIT~~we ~~University.~~entered ~~CIT~~into ~~University has~~an ~~just~~Asset ~~completed~~Purchase Agreement (the ~~preparation~~“Purchase ofAgreement”), ~~content~~with ~~for~~AlvaEDU, ~~its’~~Inc., ~~first~~a ~~degree~~Florida Corporation ~~program~~(“AlvaEDU”), ~~the~~pursuant ~~Masters~~to ~~Degree~~which, inamong ~~Sports~~other ~~Management.~~things, ~~CIT University~~we ~~expects~~agreed to ~~partner~~acquire ~~with~~certain aassets ~~regionally~~from ~~accredited~~AlvaEDU ~~institution~~for an toaggregate ~~deliver~~purchase ~~the~~price ~~degree~~of ~~program~~14,000 ~~globally~~shares ~~online~~of our restricted stock.

The closing ~~Company~~of isthe aPurchase ~~Florida~~Agreement ~~corporation~~was ~~incorporated~~subject to customary closing conditions, including approval by the majority of shareholders onof AlvaEDU. On March 176, ~~1998.~~2015, ~~The~~we ~~Company's~~were ~~principal~~notified ~~executive~~by ~~offices~~AlvaEDU ~~are~~that ~~located~~the atPurchase 10Agreement ~~Fairway~~was ~~Drive,~~not ~~Suite~~approved ~~302,~~by ~~Deerfield~~the ~~Beach,~~majority FLof ~~33441,~~shareholders. ~~and~~As ~~its~~such, ~~telephone~~the ~~number~~Purchase isAgreement ~~(866)~~was ~~776-8674~~terminated.

~~Table~~On March 11, 2015, however, we were able to negotiate and enter into a modification of ~~Contents~~an Online Degree Program Development Agreement (the “Development Agreement”) between CIT University, the Company’s wholly-owned subsidiary, and AlvaEDU. Under the Development Agreement, dated February 14, 2014, AlvaEDU agreed to develop an online Master’s Degree curriculum in Sports Management. In consideration for developing the curriculum, CIT University agreed to pay AlvaEDU a combination of cash and a percentage of the gross annual tuition for each student enrolled in the program. The percentage was calculated as 20% of the gross annual tuition if the total number of students was greater than 1,000, or 30% if the total number of students was less than 1,000.

~~Business~~As a ~~Operations~~result of the March 11, 2015 modification to the Development Agreement, AlvaEDU has agreed to waive and release its right to any percentage of tuition in the program. Thus, in exchange for a release of claims in AlvaEDU’s favor, CIT is now entitled to 100% of the tuition from students’ enrollment in the program.

~~Ticket Sales. Oxford City FC in England,~~We ~~ticket~~do ~~sales~~not have ~~seen~~any anstudents ~~increase~~or tuition from ~~2013~~our atdegree ~~$52,725~~programs ~~(33,602~~of ~~GBP)~~CIT toUniversity. ~~$59,726~~Our ~~(36,734~~plan ~~GBP)~~with inregards ~~2014.~~to ~~All~~the ~~tickets~~program ~~can~~is ~~be purchased~~twofold. atFirst, ~~Oxford~~we ~~City~~hope ~~Stadium.~~to ~~Oxford~~partner ~~City~~with FCan ~~anticipates~~accredited university that ~~this increase in ticket sales~~ will ~~continue~~use asour ~~the~~program ~~Club~~at ~~challenges~~its ~~for promotion out of the English FA Conference North~~institution. ~~Ticket~~Second, ~~prices~~we ~~for~~hope ~~regular~~to ~~season home games during the 2014-2015 season are expected~~build toa ~~range~~campus ~~from~~of ~~$18.73~~our ~~(11.00~~own ~~GBP) to $10.22 (6.00 GBP) per game~~ and complete the ~~average~~accreditation ~~ticket~~process ~~price~~for isour ~~$14.47~~own (8students.~~50 GBP).~~

~~Oxford~~The Company ~~City~~also FCowns ofOxford ~~Texas~~City ~~has~~Sports aCollege ~~contract~~in ~~with Ticketmaster,~~Oxford ~~a national ticket outlet~~England, ~~for~~which ~~single~~expects ~~game~~the ~~ticket~~strong ~~sales~~ties ~~other~~in ~~than~~Oxford ~~ticket~~to ~~sold~~strategically ~~onsite~~put ~~at Fords Arena. Ticket prices~~the ~~for~~College ~~regular~~in ~~season~~a ~~home~~tremendous ~~games~~position ~~during~~for the ~~2014-2015 are expected to range from $10~~future.~~00 to $15.00 per game and the average ticket price is $12.50.~~

~~Concessions.~~ The ~~Company has the exclusive~~ ~~right~~Third toPortfolio ~~operate~~(OXFC ~~all~~Media ~~Oxford~~& ~~City~~Entertainment 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.Portfolio)

~~Merchandise~~Our Media ~~Sales.~~& ~~The~~Entertainment ~~Company~~Portfolio ~~offers team~~consists, ~~oriented~~as ~~clothing~~of ~~items~~now, ~~and~~solely ~~novelties~~of ~~online~~Oxford ~~and~~City Broadcasting Network, which is broadcasted online at 1882.tv. OCBN on 1882.tv is best known for broadcasting Oxford City ~~Stadium~~matches ~~and~~around ~~Ford~~the ~~Arena~~world via webcast. AtThis ~~Oxford~~brings ~~City~~global exposure ~~Stadium~~to our players and ~~Ford~~our ~~Arena~~sponsors. The network has a tradition of producing high quality production and programming, as well as combining resources and contributors. We anticipate this to become the ~~Company~~global ~~operates~~television aplatform ~~full-service~~for ~~Team~~our ~~Shop~~company ~~that~~and our isinterests ~~open~~now ~~during~~and ~~games~~in the future.

~~Local Television and Radio. Many Oxford~~The ~~City~~Fourth FCPortfolio ~~games~~(OXFC ~~are~~Real ~~broadcast~~Estate on& ~~local~~Property ~~radio~~Management 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.Portfolio)

~~Advertising and Corporate Sponsorship.~~ The ~~Company~~OXFC ~~typically~~Real ~~coordinates~~Estate ~~the~~& ~~sale~~Property ofManagement ~~advertising~~Portfolio ~~with~~manages ~~the~~a ~~sale~~diversified portfolio of ~~advertising~~real atestate ~~locations~~including ~~in both~~ Oxford City Stadium in, ~~England~~Oxford ~~and~~City atIndoor ~~Ford~~ Arena ~~in Texas~~, ~~including~~and ~~space on~~ the ~~main~~Oxford ~~scoreboard,~~City ~~ancillary~~3G ~~scoreboards,~~Training ~~outfield~~Facility. ~~walls~~OXFC ~~and~~benefits ~~concourse signage.~~from ~~Advertising~~these isfacilities ~~sold~~both in ~~game~~usage ~~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~~rental ~~sponsorship revenue significantly~~income. ~~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~~below ~~from~~table ~~Oxford~~shows ~~City~~all ~~Stadium~~of ~~and~~our ~~the Oxford City 3G Training Facility has increased to $424~~subsidiaries,~~465~~ ~~(261,077~~the ~~GBP)~~interest inwe ~~2014~~hold ~~from $338,607 (215,797 GBP)~~ in ~~2013.~~those ~~This~~subsidiaries ~~rental~~and ~~income is expected to increase significantly in 2015. In April 2015~~ the ~~Company~~operations ~~expects to~~that ~~initiate~~each ~~new ground improvements to Oxford City Stadium. A new 3G turf field is expected to increase rental income by at least~~subsidiary ~~50% according to the Company’s projections. In addition the Company~~ is ~~planning~~engaged ~~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).

Name of Subsidiary	Interest Held			Operations
Oxford City Football Club, LLC		100	%	Holds 49% interest in Oxford City Football Club (Trading) Limited
Oxford City Football Club (Trading) Limited		49% held indirectly through Oxford City Football Club, LLC, Voting Agreement gives the Company greater than 50% of the votes on the Board of Directors		Oxford City Football Club
Oxford City Basketball Club, Inc.		100	%	Holds the franchise rights for Oxford City FC Basketball in the English Basketball League (EBL)
CIT University, A Christian Institution, Inc.		100	%	Holds content for degree program for the Masters Degree in Sports Management
Oxford City Broadcasting Network, Inc.		100	%	Online broadcasting company

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.

~~Table~~Our Interest ofin ~~Contents~~the Oxford City Football Club

As stated in the above table, we own a minority interest in the team and the facilities of Oxford City Football Club (Trading) Limited. A 50% interest is owned by Oxford City Youth Football Club Ltd., a charitable company in England. The business side of the club is run through us, so all new revenue will be generated from our efforts. Oxford City Youth Football Club Ltd will still act as a charity with 30 teams and receiving donations. The remaining 1% interest is owned by Guerriero, LLC, a company which our CEO and director is the sole member.

Effective July 1, 2013, all the stockholders and directors of Oxford City Football Club (Trading) Limited entered into a Voting Agreement whereby we, 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 Oxford City Football Club (Trading) Limited, 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 of our company the authority to be the deciding vote. As a result of the Voting Agreement, we control greater than 50% of the votes on the Board of Directors of Oxford City Football Club (Trading) Limited. In accordance with ASC 810, on July 1, 2013 we included the accounts of Oxford City Football Club (Trading) Limited in our consolidated financial statements.

All revenue we generate comes from business dealings that we directly create, develop and manage in connection with the promotion and execution of the Club’s operations. For instance, we are involved as a consultant in the procurement of additional personnel and players and bring these impact individuals to the Club to add value and increase the Club’s revenue streams. We earn revenue for our role as consultant in that type of transaction. In addition, we have the ability to raise money to build facilities such as a new stadium, basketball arena, futsal court and sports bubbles. In this type of situation, we earn revenues not only in our capacity as a consultant for augmenting and expanding upon the current business of the Club, but for owning an interest in any new facilities and, as a landlord, leasing such facilities to the Club. These facilities will hopefully be an attractive option as a home ground to other professional teams and other sports like rugby, or for concerts and an array of events.

The majority owner of the Club, Oxford City Youth Football Club Ltd., is a charitable organization. Upon negotiating a sale of a minority interest to the Company, the majority holder consulting with Charity Commission in the UK to ensure that the transaction did not affect its charitable status. In a letter dated February 1, 2013 from the UK Charitable Commission under Reference # 06193368, the UK Charity Commission confirmed that the sale transaction did not cause any issue with the charitable status. The club’s normal course of business will continue under the new structure and further growth and success is anticipated.

Our Revenue Sources in the U.K.

There are four main potential revenue components to the clubs in the UK. The clubs that are under the Oxford City banner and play at the Oxford City Football Club stadium are the Oxford City Football Club and the Oxford City Nomads. We also have the Oxford City Training 3G Facility, where youth clubs and our outdoor football clubs train, and the Oxford City Indoor Arena, where the Oxford City Futsal and Basketball clubs play.

1. Property Management Revenue:

Unlike most professional football clubs, Oxford City manages properties, described above, which are managed internally. The club currently has Oxford City Stadium, which will be undergoing Phase I of the renovation plan, installing a completely new drainage system, and a new state of the art 3G artificial field. The facility has a current standing room capacity of approximately 10,000 and plans to bring in additional seating in the future. The club also has several netball courts, and a world class 3G training facility. Currently the club has utilized their restaurant-bar to generate additional revenue for private functions and parties throughout the year. At this time there are numerous clubs who are tenants, including three professional football clubs. We anticipate this revenue to increase as the facilities are improved and expanded with plans to build our state of the art arena.

2. Sponsorship Sales, Ticket Sales, Merchandise Sales

The club generates revenue from sponsorship sales, ticket sales and selling club merchandise. The club anticipates future success on the pitch and anticipates an increase in revenue on all fronts.

3. Player Transfers & Academy Development Players

4. Global Football Academies

The club has plans to establish academies around the world to build a global presence. By forming these strategic partnerships, Oxford City believes they could increase the revenue tenfold by allowing work with academy affiliates around the world.

5. Sponsorship Revenue

For the first time in the clubs history sponsors are signing on from around the world. With the continued success and attention the club is getting from this success, we anticipate a significant increase in the revenue generated from sponsorship.

Our Sources of Revenue in Mexico

We own a 10% interest in the Soles De Sonora team that competes in the Oxford City Major Arena Soccer League Franchise.

There are five main potential revenue components to the soccer club:

1. Property Management Revenue:

Oxford City retains a 10% ownership stake in sports club Soles De Sonora in the city of Hermosillo, Mexico, which is one of the most formidable teams in Mexico. The team will play its home games at the Centro de Usos Multiples Arena. This year will be first season Soles De Sonora will play in the MASL and the expectations are high.

2. Sponsorship Sales, Ticket Sales, Merchandise Sales

The club generates revenue from sponsorship sales, ticket sales and selling club merchandise. The club anticipates future success on the pitch and anticipates an increase in revenue on all fronts.

3. Player Transfers & Academy Development Players

On occasion, the club generates revenue from transferring players that have excelled and have attracted clubs interested in acquiring the player for a transfer fee. As the success of the club continues to improve, these opportunities will only increase as their global reach secures some of the best future prospects from around the world. Oxford City will use Soles de Sonora as a channel to reach upcoming talent in the many different areas of Mexico and give them the opportunity to play at the highest level of professional soccer.

4. Global Football Academies

The club has plans to establish academies around the world, including Hermosilla, Mexico, to build a global presence. By forming these strategic partnerships, Oxford City believes they could increase the revenue tenfold by allowing work with academy affiliates around the world.

5. Expansion

In the future, Oxford City has plans to establish a professional outdoor team in Hermosilla, Mexico. This will only strengthen the global reach for the company. This reach is for the intention of identifying players, developing players, and organizing the players to have the opportunity to play in England or be transferred to generate additional revenue for the company.

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:~~Conference 5South	~~Ties: 3~~	~~Losses~~Wins: 35	Ties: 3	Losses: 3
2013-2014	~~Conference North~~	~~Wins:~~Conference 9North	~~Ties: 13~~	~~Losses~~Wins: 209	Ties: 13	Losses: 20
2012-2013	~~Conference North~~	~~Wins:~~Conference 13North	~~Ties: 16~~	~~Losses~~Wins: 13	Ties: 16	Losses: 13
2011-2012	~~Southern League Premier (Promoted)~~	~~Wins:~~Southern 22League Premier (Promoted)	~~Ties: 11~~	~~Losses~~Wins: 922	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~~ South.

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~~from 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.7

~~The~~Players from ~~Club~~Europe ~~also~~and ~~owns~~Latin American countries are an important source of talent for Oxford City ~~Nomads,~~and ~~which~~other professional clubs. Oxford ~~allows~~City ~~them~~has tofull-time ~~develop~~staff ~~players~~in ~~that~~the front office who are ~~player~~fluent atin aSpanish ~~lower~~and ~~but~~who ~~very~~work ~~competitive~~closely ~~level~~with Latin American and European prospects, the Club’s coaching staffs and other Oxford City personnel in order to promote the ~~Hellenic~~development ~~Premier~~of ~~League~~these players. NoThe ~~revenues~~Club ~~are~~provides ~~derived~~these ~~from~~prospects with instruction in the ~~club-owned~~English ~~affiliates.~~language Aand ~~large~~assistance ~~portion~~in ofadjusting ~~the~~to ~~expenses~~cultural ~~associated~~differences between England and their native countries. Oxford City also works with ~~all~~Club ofpersonnel ~~the~~in ~~lower~~order ~~level~~to ~~teams,~~promote ~~including~~an understanding of cultural ~~player~~differences ~~salaries,~~and isto ~~paid~~prevent bythese ~~the~~differences ~~Club~~from adversely affecting player development.

5The Club also owns Oxford City Nomads, which allows them to develop players that are playing 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.

Table of Contents

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^ndthrough 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~~Jupiter City 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 (2nd & 3rd) 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~~Moreover, ~~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~~We employ ~~Company employed~~ approximately 50 individuals both on and off the field in both full time and in the season capacities. ~~The~~We ~~Company~~have ~~has~~ offices in Oxford England, and Deerfield Beach Florida~~, and Beaumont Texas~~. ~~The~~We ~~Company~~consider ~~considers~~ relations with ~~its~~our 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~~our ~~Company~~company.

Table of Contents

CIT University

~~The~~We have ~~Company has~~ worked with experts to ~~create,~~ design, and ~~develop~~complete athe ~~Masters~~first ~~Degree~~Certificate Program, inAssociates ~~Sports~~Degree ~~Management.~~Program, ~~The~~Bachelors ~~company~~Degree ~~is currently in talks with~~ Program, and ~~anticipates partnering with a regionally accredited academic institution to bring the~~ Masters Degree Program toin ~~the~~Sports ~~market.~~Management, ~~This~~which ~~degree~~we ~~program~~plan ~~is intended~~ to bepartner ~~the~~with ~~first~~an ofaccredited ~~many.~~university ~~The tuition is expected~~ to bedeliver ~~$9,900~~the ~~per~~degree programs ~~year,~~globally ~~for this one year Masters Degree Program~~online.

Below is the tuition fees we hope to obtain for each degree program.

Tuition Fees Breakdown

Certificate $999.99 + 49.99 registration fee

Associates $1999.99 + 99.99 registration fee

Bachelors $4,999.99 + 149.99 registration fee

Masters $9,999 + 199.99 registration fee

Joint Venture DMV Technology Projects

On July 10, 2014, we signed a joint venture agreement with Z-Square Technology, LLC for the development of knowledge testing for Washington DC departments of motor vehicles. We are to provide funding and Z-Square is required to create, develop and manage the technology operated by the joint venture. We own 50% of the joint venture and Z-Square owns the other 50%, which is to be named CIT University’s Knowledge Testing Washington DC DMV for NCDL & CDL (LN1-LN2). Under the agreement, we are required to invest $100,000 into the project. Upon completion of the project, the Joint Venture is required to distribute the original capital invested of $100,000 plus $15,000 for a total of $115,000. We have received the $115,000 as stipulated in the agreement.

We signed an additional agreement on November 23, 2014 with Z-Square for the US Virgin Island under the same structure above, except that we are to invest $150,000. The name of the joint venture is CIT University’s Knowledge Testing Virgin Islands DMV for NCDL& CDL. Upon completion of the project, the Joint Venture is required to distribute the original capital invested of $150,000 plus $15,000 for a total of $165,000. We have only received $50,000 from Z-Square, but the rest of the money is in default. In May 2015, we filed a lawsuit against Z Square Technology, Inc. and Syed Gilani. We are in the process of obtaining a default against defendant Z Square Technology, Inc.

Oxford City Sports College

We also own Oxford City Sports College in England. The location is based at the Oxford City Football Club stadium. This sports college thrives on providing student-athletes a comprehensive year-round curriculum administered in collaboration with the most well respected and accomplished firms in both football and academics. Our goal is to provide student-athletes superb education and extraordinary football training.

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~~ 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~~ We 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~~ We successfully acquired Oxford City Basketball and Oxford City Futsal.

July 1, 2013

~~Company~~ We 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~~ We successfully ~~takes~~took the controlling interest in the board of Oxford City FCFootball Club (Trading) Limited. 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~~Oxford ~~company~~City Football Club (Trading) Limited, 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, we ~~the~~control ~~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~~we included the accounts of Oxford City Football Club (Trading) Limited in ~~its~~our 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~~38 shares of our Series A Convertible Preferred Stock to ~~75,000~~38 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~~3 shares that he held in our Company to acquire the 49% interest.

7Item 2. Properties

~~Table~~Our principal ofexecutive ~~Contents~~offices are located at 10 Fairway Drive, Suite 208, 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.

~~Item 2. Properties~~10

~~Our principal executive offices are located~~Item ~~at 10 Fairway Drive, Suite 302, Deerfield Beach, FL 33441~~3. ~~Our~~Legal ~~offices are adequate for our current needs. Monthly rent is $2,437 and the lease expires on October 31, 2015.~~Proceedings

On October ~~May 27~~7, 2014, weOxford ~~purchased~~City aFootball ~~commercial building~~Club ~~located~~Inc.’s atwholly ~~3141~~owned ~~S Military Trail~~subsidiary, ~~Lake~~Anjo ~~Worth~~of SkyLake, ~~Florida~~Inc. ~~and assumed net financial assets~~ (~~liabilities~~“Anjo”) ~~of $22~~,~~360.~~ ~~In consideration~~filed ~~for~~a ~~the~~complaint ~~building~~in ~~and~~the ~~net~~County ~~financial~~Court ~~assets~~for wePalm ~~paid~~Beach ~~$149~~County,~~079~~ inFlorida, ~~cash~~to ~~and~~evict ~~assumed~~ a ~~mortgage~~holdover ~~payable of $743~~tenant,~~600.~~ ~~Mortgage~~Academy ~~payable matures~~of onPalm ~~September~~Beach 26(“Academy”), requesting ~~2037~~past ~~and is~~ due inrent, ~~monthly~~legal ~~installments of $5~~costs,~~930,~~ ~~including principal~~ and ~~interest at 7~~damages.~~99% and secured by the building.~~

~~Item~~On January 31, 2015, the Company entered into a Settlement Agreement and Mutual Release with Anjo, Academy, Angela K. ~~Legal~~Artemik ~~Proceedings~~and John M. Artemik (collectively, “Artemik”). Under the terms of the settlement, we agreed to execute all documents confirming that Anjo is solely owned and operated by Artemik. In exchange, Anjo will execute a promissory note and mortgage in the amount of $149,079 in favor of the Company. Artemik agreed to use their best efforts to sell the mortgaged property to satisfy the promissory note and mortgage. The promissory note is due no later than June 30, 2015. In the event payment in the amount of $75,000 is made no later than February 27, 2015, the Company agreed to record a satisfaction of mortgage. The mortgage will also be personally guaranteed by Angela K. Artemik and John M. Artemik. All parties agreed to a mutual release of claims and stipulated to a dismissal of the action.

WeOn January ~~are~~23, ~~not~~2015, we entered into a ~~party~~Mutual Release with Artemik. The agreement was designed to ~~any~~amend ~~pending~~the ~~legal~~January ~~proceeding. We~~1, ~~are~~2015 ~~not~~Settlement Agreement ~~aware~~and ofMutual ~~any~~Release ~~pending~~by ~~legal~~restructuring ~~proceeding~~the consideration to ~~which~~solve ~~any~~the ofmatter. ~~our~~As ~~officers,~~provided ~~directors~~in the Mutual Release, orall ~~any~~parties entered ~~beneficial~~into ~~holders~~a ofmutual 5%release orand ~~more of~~Artemik ~~our~~agreed ~~voting~~to ~~securities~~tender ~~are~~$75,000 ~~adverse~~as full payment, to ussubstitute orfor ~~have~~the apromissory ~~material~~note ~~interest~~and security ~~adverse~~instruments toenvisioned in the Settlement Agreement and Mutual Release. The agreement will net us $67,195.

~~Item~~On February 424, 2015, the Company received $75,000 in cash from Anjo of SkyLake Inc. ~~Mine~~in ~~Safety~~accordance ~~Disclosures~~with the Mutual Release with Artemik.

~~Not~~In May ~~applicable~~2015, we filed a lawsuit against Z Square Technology, Inc. and Syed Gilani. We are in the process of obtaining a default against defendant Z Square Technology, Inc.

8Item 4. Mine Safety Disclosures

~~Table~~Not ~~of Contents~~applicable.

~~PART II~~11

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

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

~~Our~~Market 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. Information

~~Only~~Our common astock ~~limited~~is ~~market~~quoted ~~exists~~under ~~for~~the ~~our~~symbol ~~securities.~~“OXFC” on the OTCBB operated by the Financial Industry Regulatory Authority, ~~There~~Inc. is(“FINRA”) noand ~~assurance~~the ~~that~~OTCQB aoperated ~~regular~~by ~~trading~~OTC Markets Group, Inc. Few market ~~will~~makers ~~develop,~~continue orto ifparticipate ~~developed~~in the OTCBB system because of high fees charged by FINRA. Consequently, market makers that itonce ~~will~~quoted our shares on the OTCBB system may no longer be ~~sustained~~posting a quotation for our shares. ~~Therefore~~As of the date of this report, ahowever, ~~shareholder~~our shares are quoted by several ~~may~~market bemakers ~~unable~~on tothe ~~resell~~OTCQB. ~~his~~The ~~securities~~criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current in our ~~company~~SEC reporting.

~~The following tables set forth the range of~~Only ~~high~~a ~~and~~limited ~~low~~market ~~prices~~exists for our ~~common~~securities. ~~stock~~There ~~for~~is ~~the~~no ~~each~~assurance ofthat ~~the~~a ~~periods~~regular ~~indicated~~trading asmarket ~~reported~~will bydevelop, ~~the~~or ~~OTCQB.~~if ~~These quotations reflect~~developed, ~~inter-dealer~~that ~~prices,~~it ~~without~~will ~~retail~~be ~~mark-up~~sustained. Therefore, ~~mark-down~~a orshareholder ~~commission~~may ~~and~~be ~~may~~unable ~~not~~to ~~necessarily~~resell ~~represent~~his ~~actual~~securities ~~transactions~~in our company.

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

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, 2013
Fiscal Year Ending June 30, 2015
Quarter Ended	~~High $~~	High $	~~Low $~~	Low $
June 30, 2013	$6.48		$1.60
June 30, 2015		$	132	$	14
March 31, 2013	$60.00		$4.00
March 31, 2015		$	1,500	$	49
December 31, 2012	$100.00		$32.00
December 31, 2014		$	6,980	$	1,500
September 30, 2012	$120.00		$40.00
September 30, 2014		$	25,000	$	5,020

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

Fiscal Year Ending June 30, 2014
Quarter Ended	High $		Low $
June 30, 2014	$	25,000	$	11,500
March 31, 2014	$	11,680	$	8,000
December 31, 2013	$	9,000	$	8,000
September 30, 2013	$	9,100	$	4,900

~~Penny~~On ~~Stock~~October 9, 2015, the last sales price per share of our common stock was $10.05.

~~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.Stock

9The 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.

~~Table of Contents~~12

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~~October 199, ~~2014~~2015, we had 1566,~~653,399~~ 588 shares of our common stock issued and outstanding, held by ~~255~~267 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 July ~~April~~ 1, 2014 to June 30, ~~2014~~2015, the Company ~~received~~ ~~$4,500 in cash in exchange for 1,800 shares of common stock ($2.50 per share),~~ received $1,~~269~~139,~~390~~995 in cash in exchange for 138,~~270,120~~379 shares of common stock (~~$1.00 per share), received $252,500 in cash in exchange for 505,000 shares of common stock~~average ($026.5005 per share), ~~received~~range ~~$40,000~~from ~~in cash for exchange for 90,000 shares of common stock (~~$~~0.44~~2 per share), ~~received~~to $~~163~~5,000 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~~On December ~~April 1~~15, 2014 ~~to June 30~~, ~~2014,~~we ~~the Company~~ issued ~~75,492~~165 shares of common stock tovalued ~~satisfy~~at ~~obligations~~$660,000 ~~under~~($4,000 per share) ~~subscription~~to ~~agreements~~settle ~~for~~a debt of Oxford City Youth Football Club Limited in the amount of $50306,~~030~~599 (£195,000).

From July ~~April~~ 1, 2014 to June 30, ~~2014~~2015, the Company issued ~~105,000~~155 shares of common stock to ~~two~~satisfy ~~investors~~obligations ~~for~~under ~~anti-dilution~~share ~~protection~~subscription ~~and~~agreements for ~~no consideration~~$279,000.

OnFrom July ~~May 21~~1, 2014 to June 30, ~~the~~2015, ~~Company~~we issued ~~2,000~~600 shares of common stock ofas ~~the~~a ~~Company~~stock-based compensation for the services valued at $209,000 ~~($10~~.~~00 per share).~~

OnFrom July ~~June~~1, 4 2014 to June 30, 2015 the Company issued ~~100,000~~ 59 shares of common stock ofto ~~the~~investors ~~Company~~ for ~~services~~various ~~valued~~fees atwith ~~$950,000~~a ~~($9.50~~fair ~~per~~value ~~share)~~of $3,662.

~~These~~From July ~~securities~~1, ~~were~~2014 ~~issued pursuant~~ to ~~Section 4(2)~~June of30, ~~the~~2015, ~~Securities~~we ~~Act~~issued ~~and/or~~1,017 ~~Rule~~shares ~~506~~of ~~promulgated~~common ~~thereunder.~~stock ~~The holders represented their intention to acquire the securities~~ for ~~investment only and not with~~ a ~~view~~common 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~~receivable ~~with~~of ~~the appropriate restrictive legend affixed to the restricted stock~~$25,000.

1013

~~Table~~From July 1, 2015 to September 30, 2015, we received $15,000 for cash in exchange for 15,000 shares of ~~Contents~~common stock.

~~Securities~~On June ~~Authorized~~15, ~~for~~2015, ~~Issuance~~we ~~under~~and Tarpon Bay entered into a release agreement and agreed to issue 3,074 shares of our common stock valued ~~Equity~~at ~~Compensation~~$49,183 ~~Plans~~($16 per share) and a warrant to purchase 1,927 shares of common stock valued $28,864 with an exercise price of $0.0001 per share and a legal life of 7 years.

On August ~~June 11~~18, ~~2012~~2015, ~~our Board of Directors adopted~~ the ~~2012~~Company ~~Equity~~issued ~~Incentive~~516 ~~Plan~~shares ~~(the “Plan”). The purpose~~ of ~~the~~common ~~Plan~~stock isin toconjunction ~~attract~~with ~~and retain~~ the ~~best~~1-for-2000 ~~available~~reverse ~~personnel for~~stock ~~positions~~split of ~~substantial~~issued and ~~responsibility~~outstanding ~~with~~common usstock, toSeries ~~provide~~A ~~additional~~Convertible ~~incentive~~Preferred toStock ~~employees, directors~~ and ~~consultants,~~Series ~~and to~~B ~~promote~~Convertible ~~our~~Preferred ~~success.~~Stock ~~Under~~due ~~the Plan, we may issue up~~ to anrounding ~~aggregate total of 13,750 incentive or non-qualified options to purchase~~and ~~our~~fractional ~~common stock. As of June 30, 2014, we have issued 10,000~~ shares ~~of our common stock under the Plan~~.

~~Item~~On September 23, 2015, the Company elected to prepay various promissory notes with principal totaling $6,200,000 in 801,900 shares of common stock. ~~Selected~~The ~~Financial~~promissory ~~Data~~notes provide that the Company may prepay the notes in common stock provided that any such prepayment will amount to 130% of the principal amount, which amount includes all accrued interest. The conversion price of our prepayment is based on the Weighted Average Price for the ten (10) trading days immediately preceding (but not including) the applicable repayment date.

AThese securities ~~smaller~~were ~~reporting~~issued ~~company~~pursuant isto ~~not~~Section ~~required~~4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to ~~provide~~acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information ~~required~~about byus ~~this~~to ~~Item~~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.

~~Item~~Securities Authorized 7.for ~~Management’s~~Issuance ~~Discussion~~under ~~and~~Equity ~~Analysis~~Compensation ~~of Financial Condition and Results of Operations~~Plans

~~Forward~~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 7 incentive or non-~~Looking~~qualified ~~Statements~~options to purchase our common stock. As of June 30, 2015, we have issued 5 shares of our common stock under the Plan. These 5 shares were issued in 2012.

~~Certain statements, other than purely historical~~Item 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 19346. ~~These~~Selected ~~forward-looking~~Financial 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.Data

~~Results~~A smaller ofreporting ~~Operations~~company ~~for~~is ~~the~~not ~~Years~~required ~~Ended June~~to ~~30,~~provide ~~2014~~the ~~and~~information ~~2013~~required by this Item.

~~Our~~Item 7. ~~operating~~Management’s ~~results~~Discussion ~~for~~and ~~the~~Analysis ~~years~~of ~~ended~~Financial ~~June~~Condition ~~30, 2014~~ and ~~2013 are~~Results ~~summarized~~of ~~as follows:~~Operations

		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	)

Forward-Looking Statements

11Certain 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.

~~Table of Contents~~14

~~Revenues~~Results of Operations for the Years Ended June 30, 2015 and 2014.

Our ~~sales~~operating results ~~revenue increased by $569,087~~ for ~~the~~ ~~year ended June 30, 2014, as compared with~~ the ~~year~~years ended June 30, ~~2013.~~2015 ~~The~~and ~~increase~~2014 inare ~~revenue~~summarized isas 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.follows:

We recognize revenue from the following sources:

	Year Ended			Year Ended
	June 30, 2015			June 30, 2014
				(restated)
Revenue	$	617,139		$	622,522
Cost of sales		(106,565	)		(104,854	)
Gross profit		510,574			517,668
Operating expenses		(7,576,661	)		(9,721,924	)
Loss on debt settlement		(317,253	)		-
Loss on issuance of promissory note		(211,908	)
Change in fair value of derivative liability		147,133			-
Amortization on debt discount		(205,359	)		-
Impairment of market securities		(10,000	)		-
Impairment of intangible asset		(25,000	)		-
Finance charge on investment		75,000			-
Gain on disposal of investment		30,000			-
Valuation allowance on investment		(190,000	)		-
Finance expense		(7,397	)		-
Gain on re-measurement of equity		-			10,600
Net loss		(7,780,871	)		(9,193,656	)
Net income (loss) attributed to non-controlling interest		337,720			149,996
Net loss attributable to Oxford City Football Club, Inc.	$	(7,443,151	)	$	(9,043,660	)

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

~~ii)~~ Our ~~Hourly~~revenues ~~rental~~are derived from Oxford City Football Club, Oxford City Nomads, Oxford City Futsal and Oxford City FC Basketball which is operated by Oxford City Football Club (Trading) Limited in United Kingdom and Oxford City FC of ~~facilities~~Texas which is ~~recognized~~operated asby Oxford City Football Club Inc. in the ~~rental~~United ~~occurs~~States.

~~iii)~~ Our ~~Admission~~revenue todecreased ~~sporting~~by ~~events~~$5,383 isfor ~~recognized~~the year ended June 30, 2015, as compared with the ~~event~~year ~~occurs~~ended June 30, 2014.

~~iv)~~ Ticket, ~~Food~~concessions and ~~beverages~~merchandise ~~revenue~~sales for the years ended June 30, 2015 and 2014 were $97,375 and $67,967, respectively. Ticket prices for regular season home games during the 2014-2015 season approximately ranged from $18.73 to $10.22 per game and the average ticket price is ~~recognized~~$14.47. onOxford ~~sale~~City FC of Texas had a contract with Ticketmaster, a national ticket outlet, for single game tickets sales other than tickets sold onsite at Fords Arena. Ticket prices for regular season home games during the 2014-2015 approximately ranged from $10.00 to $15.00 per game and the average ticket price is $12.50.

v) We ~~Sponsorship~~have ~~revenue~~the isexclusive ~~recognized~~right ~~ratably~~to ~~over~~operate ~~the~~all ~~period~~Oxford ofCity ~~the~~Stadium ~~agreement.~~concessions, including private room and catering, and to receive all concession revenues

~~Cost of Sales~~15

~~Our~~Advertising and ~~cost~~corporate ofsponsorship ~~sales~~revenue ~~increased~~in bythe ~~$104,854~~UK for the ~~year~~years ended June 30, ~~2014,~~2015 asand ~~compared~~2014 ~~with~~were ~~the year ended June 30~~$57,600 ~~2013.~~and ~~The increase is due to the purchase of food~~$94,517, ~~drinks~~respectively, $28,212 and ~~goods~~$13,500 ~~for~~earned ~~our~~by ~~concessions~~Oxford asCity aFC ~~result~~for of the ~~consolidation~~year ofended ~~Oxford~~June ~~City~~30, ~~Football~~2015 ~~Club~~and 2014, respectively.

~~Operating~~Many Oxford ~~Expenses~~City FC games are broadcast on local radio on BBC Radio. In 2015, 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.

~~Our~~We typically ~~expenses~~coordinate ~~for~~the sale of advertising with the ~~years~~sale ~~ended~~of ~~June~~advertising 30at locations in both Oxford City Stadium in England, including ~~2014~~space on the main scoreboard, ancillary scoreboards, outfield walls and concourse signage. Advertising is sold in game programs and ~~2013~~on ~~are~~the ~~outlined~~Club’s Internet website. We also license the Club’s name and logo in connection with corporate sponsorships and promotions globally. We have increased the ~~table~~advertising ~~below:~~and corporate sponsorship revenue significantly.

		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

Rental income of venue for the years ended June 30, 2015 and 2014 were $418,648 and $424,484, respectively. We expect that the revenue generated from Oxford City Stadium and the Oxford City 3G Training Facility will increase significantly in 2015. During the calendar year of 2015 we expect to initiate new ground improvements to the Oxford City Stadium. A new 3G turf field is expected to increase rental income by at least 50% according to our projections. The ground improvements is dependent on us receiving final approval from the Oxfordshire County Council. In addition, we are planning to establish one of the largest indoor sports facilities 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 are expected to increase rental income.

~~Our~~Prize money ~~operating~~revenue ~~expenses increased by $3,785,805~~ for the ~~year~~years ended June 30, ~~2014~~2015 asand ~~compared~~2014 ~~with~~were ~~the year ended June 30~~$15,304 ~~2013. Our large increase in operating expenses is largely attributable to general~~ and ~~administrative~~$22, ~~amortization~~054, ~~officer compensation, salaries and wages and professional stock-based fees~~respectively.

~~We anticipate that we will incur approximately~~Cost ~~$70,000~~of ~~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.~~ Sales

~~Net~~Our cost ~~Loss~~of sales increased by $1,711 for the year ended June 30, 2015, as compared with the year ended June 30, 2014. 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.

~~As a result of an increase in operating costs~~Operating ~~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.~~Expenses

12Our expenses for the years ended June 30, 2015 and 2014 are outlined in the table below:

Table of Contents

	Year Ended		Year Ended
	June 30, 2015		June 30, 2014
			(restated)
General and administrative	$	853,161	$	1,624,047
Amortization		8,437		500,964
Depreciation		26,676		18,276
Advertising		93,280		36,129
Event expenses		492,761		86,177
Bad debt		-		21,302
Salaries and wages		677,821		391,203
Software development		-		1,341
Officer compensation		5,111,500		3,706,697
Professional fees		300,363		173,984
Stock-based fees		12,662		3,161,804
Total	$	7,576,661	$	9,721,924

~~Liquidity~~Our operating expenses decreased by $2,145,263 for the year ended June 30, 2015 as compared with the year ended June 30, 2014. Our decrease in operating expenses is largely attributable to an increase in event expenses, advertising, professional fees, officer compensation and ~~Capital~~salaries ~~Resources~~and wages, offset by a decrease in general and administrative, amortization, and stock-based fees.

~~Working Capital~~16

	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	)

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. We are not obligated to continue to pay players under single-year or multi-year contracts if the player resigns, breaches team or organizational rules, or refuses to play. We currently do not have multi-year commitments with our players.

~~Cash~~General and ~~Flows~~administrative expenses have decreased due to decreases in promotion, subcontractor and travel costs. Much of the decrease in general and administrative expenses can be attributed to startup costs for Oxford City of Texas FC in the period ended June 30, 2014.

	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	)

Amortization costs decreased as the Oxford City Football Club trade name was fully amortized at June 30, 2014.

~~Cash~~Event expenses ~~Used~~relate Into ~~Operating~~rental ~~Activities~~of facilities and other cost of sporting events for football, futsal and basketball and has primarily increased as a result of the first year of operations of the Oxford City Football Club of Texas.

~~Our~~Salaries and ~~net~~wages ~~loss~~relate ~~for~~to ~~the~~player ~~year~~costs ~~ended~~and ~~June~~administrative ~~30,~~personnel ~~2014 was~~and ~~the~~has ~~main~~primarily ~~contributing~~increased ~~factor~~as ~~for~~a ~~our~~result ~~negative~~of ~~operating~~the ~~cash~~first ~~flow,~~year ~~offset~~of ~~mainly~~operations of by the ~~amortization~~Oxford ofCity ~~$500,964,~~Football ~~professional stock-based~~Club ~~expenses~~ of ~~$974,000~~Texas and ~~increase~~contracts inwith ~~officer~~higher ~~compensation~~caliber ~~payable~~players ofin ~~$2,213,643~~United Kingdom.

~~Cash~~Officer compensation ~~from~~relates ~~Financing~~to ~~Activities~~a consulting agreement we have with Mr. Thomas Guerriero. The total expense related to this agreement was $5,111,500 and $3,706,697 for the years ended June 30, 2015 and 2014, respectively.

WeAs of ~~generated~~June $530,~~360,750~~ in2015 ~~cash~~and ~~from~~2014, ~~the~~$8,132,337 ~~issuance~~ and $3,454,837 of ~~common~~total ~~stock~~officer ~~during~~compensation ~~the~~was ~~year~~unpaid ~~ended~~and ~~June~~recorded 30as payable, ~~2014~~respectively.

~~Going~~Professional fees ~~Concern~~comprise audit and legal costs for SEC compliance, fees related to evaluating acquisitions and for litigation.

AtWe anticipate ~~June~~that ~~30, 2014,~~ we ~~had~~will ~~deficit~~incur ~~accumulated of~~approximately $1190,~~924,623~~000 ~~and~~for asoperating ~~noted~~expenses, ~~throughout~~including, ~~this~~legal, ~~report~~accounting and ~~our~~audit ~~financial~~expenses ~~statements and notes thereto, our independent auditors have~~associated ~~expressed~~with ~~their substantial doubt as to~~ our ~~ability~~reporting torequirements ~~continue~~ as a ~~going~~public ~~concern~~company asunder ofthe ~~June~~Exchange ~~30,~~Act ~~2014.~~during ~~We anticipate incurring significant losses in~~ the ~~future.~~next Wetwelve ~~do not have an established source of revenue sufficient to cover our operating costs~~months. 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~~Net ~~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.~~Loss

~~Management’s plans include the raising~~As ofa ~~capital~~result ~~through the equity markets to fund future operations, seeking additional acquisitions, and generating~~ of ~~revenue~~a ~~through our~~decrease ~~business.~~in ~~However, even if we do raise sufficient capital to support our~~ operating ~~expenses~~costs and ~~generate~~other ~~adequate revenues~~expenses, ~~there~~ ~~can~~our benet noloss ~~assurances~~for ~~that~~ the ~~revenue~~year ~~will~~ended beJune ~~sufficient~~30, to2015 ~~enable~~was us$7,780,871 ~~to develop business to a level where we will generate~~compared ~~profits and positive cash flows from operations. These matters raise substantial doubt about our ability~~ to ~~continue~~net asloss aof ~~going concern.~~$9,193,656 ~~These~~for ~~financial statements do not include any adjustments relating to~~ the ~~recoverability~~year ~~and~~ended ~~classification~~June ~~of recorded asset amounts~~30, ~~or amounts and classification of liabilities that might result from this uncertainty~~2014.

13Liquidity and Capital Resources

~~Table of Contents~~Working Capital

Off-Balance Sheet Arrangements

	June 30, 2015			June 30, 2014
				(restated)
Current Assets	$	219,368		$	1,441,298
Current Liabilities	$	8,608,862		$	3,823,692
Working Capital (Deficit)	$	(8,389,494	)	$	(2,382,394	)

~~We did not have any off-balance sheet arrangements~~Cash 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.Flows

Critical Accounting Policies

	Year Ended June 30, 2015			Year Ended June 30, 2014
				(restated)
Cash used in Operating Activities	$	(2,120,443	)	$	(3,768,544	)
Cash used in Investing Activities	$	(82,512	)	$	(180,545	)
Cash provided by Financing Activities	$	1,144,378		$	5,222,314
Foreign exchange loss	$	(28,129	)	$	(18,956	)
Increase (Decrease) in Cash	$	(1,086,706	)	$	1,254,269

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.17

~~The Company believes the following critical~~Cash ~~accounting~~Used ~~policies~~In ~~affect~~Operating ~~its more significant judgments and estimates used in the preparation of its consolidated financial statements.~~Activities

~~Revenue~~Our net ~~Recognition~~loss –for ~~Revenue~~the year ended June 30, 2015 was the main contributing factor for our negative operating cash flow, offset mainly isby ~~only~~the ~~recognized~~loss ~~when~~on ~~all~~debt settlement of ~~the~~$317,253 ~~following~~and ~~criteria~~increase ~~are~~in ~~met:~~officer ~~(1) persuasive~~compensation ~~evidence~~payable of an$4,677,500. ~~arrangement~~The ~~exists~~officer compensation payable is due in accordance a consulting agreement with GCE Wealth, Inc. (2“GCE”) ~~delivery~~, a company controlled by our CEO, ~~has~~Mr. ~~occurred~~Thomas orGuerriero. ~~services~~Pursuant ~~have~~to ~~been~~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. On September 23, ~~(3)~~ 2015, the ~~price~~Agreement was amended to cancel and remove from the ~~buyer~~accounting isrecords ~~fixed~~of orthe ~~determinable~~Company all accruing compensation, ~~and~~including ~~(4) collectability~~officer compensation payable isof ~~reasonably~~$8,132,337 ~~assured.~~recorded ~~Executive~~in ~~Training~~the ~~Program~~consolidated ~~revenue~~balance issheet ~~recognized~~at asJune ~~the~~30, ~~services~~2015, ~~are~~and ~~performed~~to provide for an annual compensation of $500,000 per annum payable in monthly installments.

~~We recognize revenue~~ Cash from ~~the~~Investing ~~following sources:~~Activities

i) We ~~Executive~~used ~~Training~~$82,512 ~~Program~~in ~~revenue~~cash isfor ~~recognized~~the asyear ended June 30, 2015 for investment activities. Significant investing activities include $25,000 for the ~~services~~purchase ~~are~~of ~~performed~~the Oxford City FC of Texas franchise, $28,000 for online course development, $85,000 for investment in a joint venture project and $75,000 for recovery of investment in ANJO in SkyLake, Inc.

~~ii)~~ Cash ~~Hourly~~from ~~rental~~Financing ~~of facilities is recognized as the rental occurs.~~Activities

~~iii)~~ We ~~Admission~~generated to$1,152,385 ~~sporting~~in ~~events~~cash isfrom ~~recognized~~the asissuance of common stock during the ~~event~~year ~~occurs~~ended June 30, 2015.

ivWe entered into the Equity Purchase Agreement with Tarpon on September 23, 2014. Pursuant to the Equity Purchase Agreement, Tarpon committed to purchase up to $15,000,000 worth of our common stock, over a period of time terminating on the earlier of: (i) 24 ~~Food~~months ~~and~~from ~~beverages~~the ~~revenue~~effective isdate ~~recognized~~of a registration statement to be filed in connection therewith; or (ii) the date on ~~sale~~which Tarpon has purchased shares of our common stock pursuant to the Equity Purchase Agreement for an aggregate maximum purchase price of $15,000,000.

v) On ~~Sponsorship~~June ~~revenue~~15, is2015, ~~recognized~~however, ~~ratably~~we ~~over~~and Tarpon entered into a release agreement and agreed to terminate the ~~period~~Equity ofPurchase Agreement and promissory note associated with the ~~agreement~~financing. As consideration, we agreed to issue to Tarpon: (i) 3,074 shares of its common stock valued at $49,183 ($16 per share) and (ii) a warrant to purchase 1,927 shares of common stock valued at $28,864 with an exercise price of $0.0001 per share and a legal life of 7 years.

~~Impairment~~If we ofare ~~Long-lived~~unable ~~Assets~~to -find ~~The carrying~~alternative ~~value~~sources of ~~long-lived~~funding ~~assets~~we ismay ~~evaluated~~need ~~for~~to ~~impairment~~scale ~~whenever~~back ~~events~~our oroperations ~~changes~~until insuch ~~circumstances~~time ~~indicate~~as ~~that~~we ~~the~~have ~~carrying~~sufficient ~~value~~revenue ofto ansupport ~~asset~~increased ~~may~~operations. ~~not~~We becurrently ~~recoverable~~have ~~from~~insufficient ~~the estimated undiscounted future~~ cash ~~flows expected~~ to ~~result~~operate ~~from~~our ~~its~~business ~~use~~at ~~and eventual~~the ~~disposition.~~current ~~Recoverability~~level offor the ~~assets~~next totwelve bemonths ~~held~~ and ~~used~~insufficient ~~is measured by a comparison of the carrying amount of an asset to future net undiscounted~~ cash ~~flows expected~~ to beachieve ~~generated~~our bybusiness ~~the asset~~goals. IfWe ~~such~~require ~~assets~~additional ~~are~~working ~~considered~~capital to befund ~~impaired, the~~our ~~impairment~~business isand ~~measured~~to ascover ~~the~~our ~~amount~~payroll byand ~~which~~other ~~the carrying amount of the assets exceeds the fair value as estimated by discounted cash flows~~expenses. ~~No impairment was recognized for the year ended June 30, 2014.~~

~~Stock-based compensation – The~~Going 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.Concern

14At June 30, 2015, we had deficit accumulated of $21,555,578 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, 2015. 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.

~~Table~~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 ~~Contents~~assets and the satisfaction of liabilities in the normal course of business.

~~Recently~~Management’s plans ~~Issued~~include ~~Accounting~~the ~~Pronouncements~~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.

~~In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014~~Off-~~15, “Presentation of Financial~~Balance ~~Statements~~Sheet - 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.Arrangements

~~Other~~We did ~~recent~~not ~~accounting~~have ~~pronouncements~~any ~~issued by~~off-balance ~~the~~sheet ~~FASB,~~arrangements ~~including~~that ~~its~~have ~~Emerging~~or ~~Issues~~are ~~Task~~reasonably ~~Force,~~likely ~~the~~to ~~American~~have ~~Institute~~a ofcurrent ~~Certified~~or ~~Public~~future ~~Accountants,~~effect ~~and~~on ~~the~~our ~~Securities~~financial ~~and~~condition, ~~Exchange~~changes ~~Commission~~in ~~did~~financial ~~not~~condition, revenues or ~~are~~expenses, ~~not~~results ~~believed~~of byoperations, ~~management~~liquidity, tocapital ~~have~~expenditures aor ~~material~~capital resources ~~impact~~that onis ~~the~~material ~~Company's~~to ~~present or future consolidated financial statements~~investors.

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk~~18

~~A smaller reporting company is not required~~Critical toAccounting ~~provide the information required by this Item.~~Policies

~~Item~~The Company’s 8discussion 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. ~~Financial~~The ~~Statements~~preparation of these consolidated financial statements requires the Company to make estimates and ~~Supplementary~~judgments that ~~Data~~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.

~~Index~~The Company tobelieves ~~Financial~~the ~~Statements~~following ~~Required~~critical byaccounting ~~Article 8~~policies affect its more significant judgments and estimates used in the preparation of ~~Regulation~~its ~~S-X:~~consolidated financial statements.

~~Audited~~Revenue Recognition ~~Financial~~– ~~Statements~~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.

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

We recognize revenue from the following sources:

15i) 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. iv) Sponsorship revenue is recognized ratably over the period of the agreement.

~~Table~~Impairment of Long-lived Assets – The carrying value of ~~Contents~~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, 2015.

~~REPORT~~Stock-based compensation OF– ~~INDEPENDENT~~The ~~REGISTERED~~Company ~~PUBLIC~~accounts for equity instruments issued in exchange for the receipt of goods or services from ~~ACCOUNTING~~other ~~FIRM~~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.

~~To the Board of Directors and Stockholders~~Promissory Notes

~~Oxford~~i) Beneficial ~~City~~Conversion ~~Football Club, Inc.~~Feature

WeIf the ~~have~~conversion ~~audited~~features ~~the~~of ~~accompanying~~conventional ~~consolidated balance~~convertible ~~sheets~~debt provides for a rate of ~~Oxford~~conversion ~~City~~that ~~Football~~is ~~Club,~~below ~~Inc.~~market ~~and~~value, ~~its~~this ~~subsidiaries~~feature is ~~(formerly~~characterized ~~WMX~~as ~~Group~~a ~~Holdings,~~beneficial ~~Inc.)~~conversion ~~(the~~feature (“~~Company~~BCF”) as. ofA ~~June~~BCF ~~30,~~is ~~2014~~recorded ~~and~~by ~~2013~~the ~~and~~Company ~~the~~as ~~related~~a ~~consolidated~~debt ~~statements~~discount ofpursuant to ~~operations,~~ASC ~~stockholders’~~Topic ~~deficit~~470-20 ~~and~~“Debt ~~cash~~with ~~flows for~~Conversion ~~the~~and ~~years~~Other ~~ended~~Options.” ~~June~~In 30those circumstances, ~~2014~~the ~~and~~convertible ~~2013.~~debt ~~Oxford~~is ~~City~~recorded net ~~Football~~of ~~Club,~~the ~~Inc.’s~~discount ~~management~~related isto ~~responsible~~the ~~for~~BCF ~~these~~and ~~financial statements.~~the ~~Our~~Company ~~responsibility~~amortizes isthe discount to ~~express~~interest anexpense ~~opinion~~over onthe ~~these~~life ~~financial~~of ~~statements~~the ~~based~~debt onusing the ~~our~~effective ~~audits~~interest method.

~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States~~ii)~~. Those standards require that we plan and perform~~ ~~the~~Debt 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.Discount

InThe Company ~~our~~determines ~~opinion,~~if the ~~consolidated~~convertible ~~financial statements~~debenture ~~referred~~should tobe ~~above~~accounted ~~present~~for ~~fairly~~as liability or equity under ASC 480, inLiabilities ~~all~~— Distinguishing ~~material~~Liabilities ~~respects~~from Equity. ASC 480, ~~the~~applies ~~financial~~to ~~position~~certain ofcontracts ~~Oxford~~involving ~~City~~a ~~Football~~company’s ~~Club~~own equity, ~~Inc.~~and requires asthat ofissuers ~~June~~classify ~~30,~~the ~~2014~~following ~~and~~freestanding ~~2013~~financial ~~and~~instruments ~~the~~as ~~results~~liabilities. ofMandatorily ~~their~~redeemable ~~operations~~financial ~~and~~instruments, obligations ~~their~~that ~~cash~~require ~~flows~~or ~~for~~may require repurchase of the ~~years~~issuer’s ~~ended~~equity ~~June~~shares 30by transferring assets (e.g., ~~2014~~written put options and ~~2013 in~~forward ~~conformity~~purchase ~~with~~contracts), ~~accounting~~and ~~principles~~certain ~~generally~~obligations ~~accepted~~where inat inception the ~~United~~monetary ~~States~~value of ~~America.~~the obligation is based solely or predominantly on:

~~The accompanying consolidated financial statements~~– ~~have~~A ~~been~~fixed ~~prepared~~monetary ~~assuming~~amount ~~the~~known ~~Company~~at ~~will~~inception, ~~continue~~for asexample, a ~~going~~payable ~~concern.~~settleable Aswith ~~discussed~~a invariable ~~Note~~number 3of to the ~~financial~~issuer’s ~~statements, the~~equity ~~Company~~shares ~~has~~with ~~suffered~~an ~~losses~~issuance ~~from~~date ~~operations,~~fair ~~which~~value ~~raise~~equal ~~substantial doubt about its ability~~ to ~~continue as~~ a ~~going~~fixed ~~concern.~~dollar 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.amount,

/– Variations in something other than the fair value of the issuer’s/ Deequity ~~Joya~~shares, ~~Griffith~~for example, ~~LLC~~a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer’s equity shares, or

~~Henderson~~– Variations inversely related to changes in the fair value of the issuer’s equity shares, ~~Nevada~~for example, a written put that could be net share settled.

~~September~~If the 29entity determined the instrument meets the guidance under ASC 480 the instrument is accounted for as a liability with a respective debt discount. The Company records debt discounts in connection with raising funds through the issuance of promissory notes (see Note 8). These costs are amortized to non-cash interest expense over the life of the debt. If a conversion of the underlying debt occurs, ~~2014~~ a proportionate share of the unamortized amounts is immediately expensed.

~~Corporate~~iii) ~~Headquarters:~~Derivative Financial Instruments

DeDerivative ~~Joya~~financial ~~Griffith~~instruments, ~~LLC~~as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

~~2580~~The ~~Anthem~~Company ~~Village~~does ~~Drive~~not use derivative financial instruments to hedge exposures to cash-flow, ~~Henderson~~market or foreign-currency risks. However, the NVCompany ~~89052~~has ~~Phone:~~issued financial instruments including senior convertible promissory notes payable and freestanding stock purchase warrants with features that are either (~~702~~i) ~~563-1600~~not ~~Fax:~~afforded equity classification, (~~702~~ii) embody risks not clearly and closely related ~~920~~to host contracts, or (iii) may be net-~~8049~~cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our consolidated financial statements.

~~F-1~~19

~~Table~~Recently Issued ofAccounting ~~Contents~~Pronouncements

~~OXFORD~~In May ~~CITY~~2014, ~~FOOTBALL~~the ~~CLUB~~Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, ~~INC~~Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing ~~CONSOLIDATED~~revenue ~~BALANCE~~recognition ~~SHEETS~~guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ~~(Audited)~~ ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016, however, the FASB has proposed a one-year deferral. Early adoption is not permitted, and either full retrospective adoption or modified retrospective adoption is permitted. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

	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

In January 2015, the FASB issued Accounting Standards Update No. 2015-01 (Subtopic 225-20) – Income Statement – Extraordinary and Unusual Items. ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. Early adoption is permitted. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements.

~~The~~In February, ~~accompanying~~2015, ~~notes~~the FASB issued Accounting Standards Update No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are anrequired ~~integral~~to ~~part~~evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. Early adoption is permitted. The adoption of ~~these~~ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements.

FIn April 2015, the FASB issued ASU No. 2015-203, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The Company is currently evaluating the impact of ASU 2015-03 on the Company’s financial statements and disclosures.

~~Table~~Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of ~~Contents~~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.

~~OXFORD~~Item 7A. ~~CITY~~Quantitative ~~FOOTBALL~~and ~~CLUB,~~Qualitative ~~INC.~~Disclosures ~~CONSOLIDATED~~About ~~STATEMENTS~~Market ~~OF OPERATIONS (Audited)~~Risk

	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

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

~~The~~Item 8. ~~accompanying~~Financial ~~notes~~Statements ~~are~~and anSupplementary ~~integral part of these consolidated financial statements.~~Data

FIndex to Financial Statements Required by Article 8 of Regulation S-3X:

~~Table~~Audited Financial ~~of Contents~~Statements:

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

Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of June 30, 2015 and 2014;		F-2
Consolidated Statements of Operations and Comprehensive Loss for the years ended June 30, 2015 and 2014;		F-3
Consolidated Statement of Stockholders’ Deficit for the years ended June 30, 2015 and 2014;		F-4
Consolidated Statements of Cash Flows for the years ended June 30, 2015 and 2014;		F-5
Notes to Consolidated Financial Statements		F-6

	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~~2580 ~~accompanying~~Anthem ~~notes~~Village ~~are~~Drive anHenderson, ~~integral~~NV ~~part~~89052 of702.707.3970 ~~these consolidated financial statements~~www.rbsmllp.com

~~F-4~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Table~~To the Board of ~~Contents~~Directors and Stockholders of Oxford City Football Club, Inc.

~~OXFORD CITY FOOTBALL CLUB~~Deerfield Beach, ~~INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Audited)~~FL

	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

We have audited the accompanying consolidated balance sheets of Oxford City Football Club, Inc. and subsidiaries as of June 30, 2015 and 2014, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for each of the two years in the period ended June 30, 2015. These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~The~~We conducted ~~accompanying~~our ~~notes~~audits ~~are~~in anaccordance ~~integral~~with ~~part~~the standards of ~~these~~the ~~consolidated~~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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~F-5~~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. and subsidiaries as of June 30, 2015 and 2014, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2015, in conformity with accounting principles generally accepted in the United States of America.

~~Table~~The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raises 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 ~~Contents~~this uncertainty.

~~OXFORD~~As described ~~CITY~~in ~~FOOTBALL~~Note ~~CLUB~~16, ~~INC~~the consolidated financial statements for the year ended June 30, 2014 have been restated. We audited the adjustments described in Note 16 that were applied to restate the 2014 financial statements. In our opinion, such adjustments are appropriate and have been properly applied.

~~NOTES~~/s/ TORBSM, ~~CONSOLIDATED~~LLP ~~FINANCIAL~~RBSM, ~~STATEMENTS~~LLP October 21, 2015 Henderson, Nevada

~~(AUDITED)~~New York, NY Washington, DC San Francisco, CA Las Vegas, NV Kansas City, KS India Greece China

1.Member of ~~DESCRIPTION~~ANTEA OFInternational ~~BUSINESS~~with ~~AND~~offices ~~HISTORY~~worldwide

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.F-1

~~At July 1, 2013, the Company ceased~~OXFORD toCITY beFOOTBALL ~~a development stage company as its principal planned operations of operating the Oxford City Football Club~~CLUB, ~~commenced~~INC.

~~Effective July 1, 2013, all the~~CONSOLIDATED ~~stockholders~~BALANCE 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.SHEETS

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.

	June 30, 2015			June 30, 2014
				(restated)
ASSETS
Current assets:
Cash	$	172,653		$	1,259,359
Accounts receivable		14,070			21,395
Due from Academy of Healing Art, Message and Facial Skin Care, Inc.		—			62,895
Inventory		13,286			10,217
Prepaid expenses		19,359			77,432
Investment in WENR, Corp.		—			10,000
Total current assets		219,368			1,441,298
Property and equipment, net		65,208			959,361
Oxford City Basketball League membership, net		—			8,437
Premier Arena Soccer League membership, deposit		10,000			10,000
Online course development		128,000			100,000
Total assets	$	422,576		$	2,519,096

LIABILITIES AND DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	176,722		$	100,903
Officer compensation payable		8,132,337			3,454,837
Deferred revenue		5,968			—
Deposits		10,000			—
Loan payable		27,495			32,186
Due to related parties		256,340			219,316
Long-term debt, current portion		—			16,450
Total current liabilities		8,608,862			3,823,692
Promissory note(net of discount $2,351,872 and $0, respectively) – related party		248,128			—
Long-term debt, net of current portion		—			732,758
Total liabilities		8,856,990			4,556,450

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 and 2 respectively		—			—
Series B Convertible Preferred Stock: $0.0001 par value; designated 5,000,000 shares; issued and outstanding: 42 and 42, respectively		—			—
Common stock: $0.0001 par value; authorized 500,000,000 shares; issued and outstanding: 51,072 and 7,623, respectively		5			1
Additional paid-in capital		14,027,970			11,953,930
Stock payable		288,641			564,591
Shares subscription receivable		(20,000	)		—
Treasury Stock		(1,338	)		(1,338	)
Accumulated other comprehensive loss		(95,569	)		(87,522	)
Accumulated deficit		(21,555,578	)		(14,112,427	)
Total stockholders’ deficit		(7,355,869	)		(1,682,765	)
Non-controlling interest		(1,078,545	)		(354,589	)
Total deficit		(8,434,414	)		(2,037,354	)
Total liabilities and Deficit	$	422,576		$	2,519,096

OnThe accompanying ~~June~~notes ~~20,~~are ~~2012,~~an ~~the~~integral ~~Board~~part of ~~Directors approved~~these aconsolidated ~~change~~financial ~~in fiscal year from December 31 to June 30~~statements.

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 whollyF-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.2

~~The Merger has been accounted~~OXFORD ~~for~~CITY asFOOTBALL ~~a reverse acquisition transaction for accounting purposes as WMX Private Co. was deemed to be the acquirer~~CLUB, ~~and thus, these consolidated financial statements are the historical financial information and operating results of WMX Private Co~~INC. ~~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.~~CONSOLIDATED ~~(formerly~~STATEMENTS ~~WMX~~OF ~~Group~~OPERATIONS ~~Holdings,~~AND ~~Inc.),~~COMPREHENSIVE (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.LOSS

F-6

	For the year ended June 30, 2015			For the year ended June 30, 2014
				(restated)

Sales	$	617,139		$	622,522
Cost of sales		106,565			104,854
Gross profit		510,574			517,668

Operating expenses:
General and administrative		853,161			1,624,047
Amortization		8,437			500,964
Depreciation		26,676			18,276
Bad debt expenses		—			21,302
Advertising		93,280			36,129
Event expenses		492,761			86,177
Salaries and wages		677,821			391,203
Software development		—			1,341
Officer compensation		5,111,500			3,706,697
Professional fees		300,363			173,984
Stock-based fees		12,662			3,161,804
Total operating expenses		7,576,661			9,721,924

Other income (loss):
Loss on debt settlement		(317,253	)		—
Loss on issuance of promissory note		(211,908	)		—
Change in fair value of derivative liability		147,133			—
Amortization on debt discount		(205,359	)		—
Impairment of marketable securities		(10,000	)		—
Impairment of intangible asset		(25,000	)		—
Finance income on investment in joint venture		75,000			—
Gain on disposal of investment		30,000			—
Valuation allowance on investment in joint venture		(190,000	)		—
Finance expense		(7,397	)		—
Gain on measurement of equity method investment in Oxford City FC (Trading) Limited		—			10,600
		(714,784	)		10,600

Loss before income taxes		(7,780,871	)		(9,193,656	)

Provision for income taxes		—			—

Net loss		(7,780,871	)		(9,193,656	)

Net income attributable to non-controlling interest		337,720			149,996

Net loss attributable to Oxford City Football Club, Inc. stockholders’		(7,443,151	)		(9,043,660	)

Other comprehensive loss Foreign exchange translation adjustment		(8,047	)		(88,341	)

Comprehensive loss	$	(7,451,198	)	$	(9,132,001	)

Comprehensive loss attributable to non-controlling interest	$	4,024		$	44,171
Comprehensive loss attributable to Oxford City Football Club, Inc. stockholders’	$	(7,447,174	)	$	(9,087,830	)

Net loss per common share (basic and fully diluted)	$	(516.14	)	$	(5,118.96	)

Weighted average number of shares outstanding (basic and fully diluted)		15,075			1,796

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

~~OXFORD CITY FOOTBALL CLUB, INC.~~F-3

~~NOTES~~OXFORD TOCITY ~~CONSOLIDATED~~FOOTBALL CLUB, ~~FINANCIAL STATEMENTS~~INC.

~~(AUDITED)~~CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

2.FOR THE ~~SUMMARY~~YEARS OFENDED ~~SIGNIFICANT~~JUNE ~~POLICIES~~30, 2015 AND 2014

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”.

	Preferred A Stock				Preferred B Stock				Common Stock				Additional Paid-in			Stock			Shares			Treasury			Other comprehensive			Non-controlling			Accumulated			Total
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Payable			Receivable			Stock			loss			Interest			Deficit			Deficit

Balance, June 30, 2013		2	$	-		-	$	-		112	$	-	$	3,562,983		$	399,236		$	-		$	(1,338	)	$	-		$	-		$	(5,068,767	)	$	(1,107,886	)

Acquisition of Oxford City Football Club (Trading) Limited		-		-		-		-		-		-		-			-			-			-			819			(317,136	)		-			(316,317	)

Shares issued for cash		-		-		-		-		7,142		1		5,033,748			-			-			-			-			-			-			5,033,749

Stock-based compensation		-		-		2		-		51		-		974,000			-			-			-			-			-			-			974,000

Stock issued to investors for various fees		-		-		-		-		203		-		2,187,804			-			-			-			-			-			-			2,187,804

Issue of shares from stock payable		-		-		-		-		115		-		161,645			(161,645	)		-			-			-			-			-			-

Shares issued to Thomas Guerriero, CEO, in exchange for the outstanding shares of Oxford City Basketball Club, Inc.		-		-		40		-		-		-		33,750			-			-			-			-			-			-			33,750

Stock payable issued for cash		-		-		-		-		-		-		-			327,000			-			-			-			-			-			327,000

Advances to Oxford City Youth Football Club Limited		-		-		-		-		-		-		-			-			-			-			-			112,543			-			112,543

Other comprehensive loss		-		-		-		-		-		-		-			-			-			-			(88,341	)		-			-			(88,341	)

Net loss		-		-		-		-		-		-		-			-			-			-			-			(149,996	)		(9,043,660	)		(9,193,656	)

Balance, June 30, 2014 (restated)		2		-		42		-		7,623		1		11,953,930			564,591			-			(1,338	)		(87,522	)		(354,589	)		(14,112,427	)		(2,037,354	)

Shares issued for cash		-		-		-		-		38,379		4		1,139,991			-			-			-			-			-			-			1,139,995

Issue of shares from stock payable		-		-		-		-		155		-		279,000			(279,000	)		-			-			-			-			-			-

Stock payable issued for cash		-		-		-		-		-		-		-			3,050			-			-			-			-			-			3,050

Stock issued from shares receivable		-		-		-		-		1,017		-		25,000			-			(20,000	)		-			-			-			-			5,000

Stock issued to pay advances of Oxford City Youth Football Club Limited		-		-		-		-		165		-		660,000			-			-			-			-			(386,236	)		-			273,764

Stock issued to investors for various fees		-		-		-		-		59		-		3,662			-			-			-			-			-			-			3,662

Stock-based compensation		-		-		-		-		600		-		9,000			-			-			-			-			-			-			9,000

Transaction costs incurred in conjunction with the Equity Purchase Agreement		-		-		-		-		-		-		(120,660	)		-			-			-			-			-			-			(120,660	)

Stock issued for settlement of note payable		-		-		-		-		3,074		-		49,183																					49,183

Issue of warrant on settlement of note payable		-		-		-		-		-		-		28,864																					28,864

Other comprehensive loss		-		-		-		-		-		-		-			-			-			-			(8,047	)		-			-			(8,047	)

Net loss		-		-		-		-		-		-		-			-			-			-			-			(337,720	)		(7,443,151	)		(7,780,871	)

Balance, June 30, 2015		2	$	-		42	$	-		51,072	$	5	$	14,027,970		$	288,641		$	(20,000	)	$	(1,338	)	$	(95,569	)	$	(1,078,545	)	$	(21,555,578	)	$	(8,434,414	)

~~Investment -~~The ~~Investments~~accompanying innotes ~~unconsolidated affiliates over which we exercise significant influence, but do not control, including joint ventures,~~ are ~~accounted~~an ~~for~~integral ~~using~~part ~~the~~of ~~equity~~these ~~method.~~consolidated ~~Investments~~financial ~~in unconsolidated affiliates over which we are not able to exercise significant influence are accounted for under the cost method~~statements.

~~Cash and cash equivalents – Cash and cash equivalents consist of cash and short~~F-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.4

~~Revenue Recognition –~~OXFORD ~~Revenue~~CITY isFOOTBALL ~~only recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists~~CLUB, ~~(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~~INC. ~~Executive Training Program revenue is recognized as the services are performed.~~

WeCONSOLIDATED STATEMENTS ~~recognize~~OF ~~revenue~~CASH ~~from the following sources:~~FLOWS

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

	For the year ended June 30, 2015			For the year ended June 30, 2014
				(restated)

Cash flows from operating activities:
Net loss	$	(7,780,871	)	$	(9,193,656	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		26,676			18,276
Amortization		8,437			500,964
Bad debt expense		-			21,302
Stock-based fees		12,662			3,161,804
Finance income on investment in joint venture		(75,000	)		-
Non cash finance expense		7,397			-
Gain on sale of investment		(30,000	)		-
Valuation allowance on investment in joint venture		190,000			-
Gain on re-measurement of equity investment		-			(10,600	)
Impairment of investments in marketable securities		10,000			-
Impairment of intangible asset		25,000			-
Loss on debt settlements		317,253			-
Loss on issuance of promissory note		211,908
Amortization on debt discount		205,359			-
Change in fair value of derivative liability		(147,133	)		-
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(3,632	)		24,125
Decrease (increase) in advances due from Academy of Healing Art, Message and Facial Skin Care, Inc.		74,040			(62,895	)
Increase in inventory		(3,860	)		-
Decrease (increase) in prepaid expense		58,073			(72,139	)
Increase in officer compensation payable		4,677,500			2,213,643
Increase (decrease) in accounts payable and accrued liabilities		82,180			(344,908	)
Increase (decrease) in deferred revenue		5,968			(10,000	)
Increase in deposits		10,000			—
Decrease in due to related parties		(2,400	)		(14,460	)
Net cash used in operating activities		(2,120,443	)		(3,768,544	)

Cash flows from investing activities:
Purchase of fixed assets		(19,512	)		(219,035	)
Online course development		(28,000	)		(100,000	)
Oxford City Football club membership		(25,000	)		-
Major Soccer Arena League membership		-			(10,000	)
Investment in WENR, Corp.		-			(10,000	)
Recovery of investment in ANJO of SkyLake, Inc.		75,000			-
Investment in joint venture		(85,000	)		-
Cash received from acquisition of Oxford City Football
Club (Trading) Limited and Anjo of SkyLake, Inc.		-			158,490
Net cash used in investing activities		(82,512	)		(180,545	)

Cash flows from financing activities:
Proceeds from issuance of common stock		1,152,385			5,360,750
Advance by related party		54,040			13,869
Payments to related party		-			(30,045	)
Payments to loan payable		(2,218	)		(3,252	)
Promissory note, related party		20,000			—
Payments to non-controlling interest		(79,829	)		(119,008	)
Net cash provided by financing activities		1,144,378			5,222,314

Foreign exchange gain (loss)		(28,129	)		(18,956	)

Net change in cash		(1,086,706	)		1,254,269

Cash, beginning of period		1,259,359			5,090

Cash, end of period	$	172,653		$	1,259,359

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

Non-cash investing and financing activities:
Promissory note issued for equity financing	$	125,000		$	-
Derecognition of long-term debt	$	732,758		$	-
Intangible asset	$	-		$	509,401
Derecognition of Property, Plant and Equipment	$	883,086		$	-
Property, Plant and Equipment acquired from acquisition of ANJO of SkyLake, Inc.	$	-		$	870,319
Long-term debt assumed from acquisition of ANJO of SkyLake, Inc.	$	-		$	743,600

~~ii)~~ The ~~Hourly~~accompanying ~~rental~~notes ofare ~~facilities~~an isintegral ~~recognized~~part asof ~~the~~these ~~rental~~consolidated ~~occurs~~financial statements.

~~iii) Admission to sporting events is recognized as the event occurs.~~F-5

~~iv)~~ OXFORD ~~Food~~CITY ~~and~~FOOTBALL ~~beverages~~CLUB, ~~revenue is recognized on sale~~INC.

v) NOTES ~~Sponsorship~~TO ~~revenue~~CONSOLIDATED isFINANCIAL ~~recognized ratably over the period of the agreement.~~STATEMENTS

~~Property and equipment - Property and equipment are stated at the lower of cost or fair value~~1. ~~Depreciation~~DESCRIPTION isOF ~~provided~~BUSINESS onAND ~~a straight-line basis over the estimated useful lives of the assets, as follows:~~HISTORY

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

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 property management. Oxford City has been a publicly listed company since 2009 and was incorporated in 2003.

~~The~~Effective July ~~estimated~~1, ~~useful~~2013, ~~lives~~all ~~are~~the ~~based on~~stockholders ~~the~~and ~~nature~~directors of Oxford City Football Club (Trading) Limited entered into a Voting Agreement whereby Oxford City Football Club, LLC, a 49% shareholder, has the ~~assets~~right asto ~~well~~appoint asfour ~~current~~Board ~~operating~~members, ~~strategy~~Guerriero, LLC, a company which our CEO and ~~legal~~director ~~considerations~~is ~~such~~the assole ~~contractual~~member ~~life.~~and ~~Future~~1% ~~events~~shareholder of the Company, has the right to appoint one Board member and ~~such~~Oxford asCity ~~property~~Youth ~~expansions~~Football Club Limited, ~~property~~a ~~developments~~50% shareholder, ~~new~~has ~~competition~~the right to appoint five Board members. Oxford City Football Club, orLLC ~~new~~is ~~regulations~~a 100% owned subsidiary of the Company. Guerriero, ~~could~~LLC ~~result~~has inagreed to appoint a ~~change~~Board inMember as directed by the ~~manner~~Company. In the case of all and any ties in ~~which~~voting of the Board of Directors, the Directors have agreed to give the Managing Director of the Company ~~uses~~the ~~certain~~authority ~~assets~~to ~~requiring~~be the deciding vote. The Company has the ultimate right to select the Managing Director. As a ~~change~~result of inthe Voting Agreement, the ~~estimated~~Company ~~useful~~controls ~~lives~~greater than 50% of ~~such~~the ~~assets~~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.

FAll 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-7commerce trade. Commencing on October 1, 2012, the Company started to implement its WMX Executive Training Program Strategic Action Plan. 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.

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

~~OXFORD~~On April ~~CITY~~30, ~~FOOTBALL~~2012, ~~CLUB~~the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WMX Group, Inc., ~~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 13 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.

~~NOTES~~The Merger TOhas ~~CONSOLIDATED~~been ~~FINANCIAL~~accounted ~~STATEMENTS~~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. (~~AUDITED~~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.

~~2. SUMMARY OF SIGNIFICANT POLICIES – (CONTINUED)~~F-6

~~Property~~OXFORD CITY ~~and~~FOOTBALL ~~equipment~~CLUB, ~~(continued)~~INC.

~~Maintenance and repairs that neither~~NOTES ~~materially~~TO ~~add~~CONSOLIDATED toFINANCIAL 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.STATEMENTS

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 disposition2. ~~Recoverability~~BASIS ofOF 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.PREPARATION

~~Income taxes~~ Consolidation – The ~~Company~~ ~~records~~accompanying ~~income~~consolidated ~~taxes~~financial ~~under~~statements include the ~~asset~~accounts ~~and~~of ~~liability~~the ~~method,~~Company ~~whereby deferred tax assets~~ and ~~liabilities~~its ~~are~~subsidiaries. ~~recognized~~All ~~based~~inter-company onbalances ~~the~~and ~~future~~transactions ~~tax~~have ~~consequences~~been ~~attributable~~eliminated. toThe ~~temporary~~Company ~~differences between the financial statement carrying amounts of existing assets~~ and ~~liabilities~~its ~~and~~subsidiaries ~~their~~will ~~respective~~be ~~tax~~collectively ~~bases,~~referred ~~and attributable~~ to ~~operating~~herein ~~loss~~as ~~and tax credit carryforwards~~the “Company”. ~~Accounting standards~~The ~~regarding~~significant ~~income~~subsidiaries ~~taxes requires a reduction~~ of the ~~carrying~~Company ~~amounts~~include ofOxford ~~deferred~~City ~~tax~~Football ~~assets~~club, byLLC, aOxford ~~valuation~~City ~~allowance,~~Football ifClub ~~based~~(Trading) ~~on the available evidence~~Limited, itOxford isCity ~~more~~Basketball ~~likely than not that such assets will not be realized. Accordingly~~Club, ~~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~~Inc. ~~This~~CIT ~~assessment considers~~University, ~~among~~A ~~other~~Christian ~~matters~~Institution, ~~the~~Inc. ~~nature, frequency~~ and ~~severity~~Oxford ofCity ~~current and cumulative losses,~~Broadcasting ~~forecasts of future profitability~~Network, ~~the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives~~Inc.

~~The Company recorded valuation allowances~~Segment onReporting ~~the~~- ~~net~~The ~~deferred~~Company ~~tax~~operates ~~assets.~~in ~~Management~~two ~~will~~geographic ~~reassess~~segments ~~the~~in ~~realization~~accordance ofwith ~~deferred~~accounting ~~tax~~guidance ~~assets~~Financial ~~based~~Accounting ~~on the accounting standards~~Standards ~~for~~Board ~~income~~(“FASB”) ~~taxes~~ASC ~~each~~Topic ~~reporting~~280, ~~period~~Segment Reporting. ToThe ~~the~~Company’s ~~extent~~Chief ~~that~~Executive ~~the~~Officer ~~financial~~has ~~results~~been ofidentified ~~operations improve and it becomes more likely~~as ~~than not that~~ the ~~deferred~~chief ~~tax~~operating ~~assets~~decision ~~are realizable, the Company will be able to reduce the valuation allowance~~maker.

~~Significant~~Investments – ~~judgment~~Investments ~~is required~~ in ~~evaluating~~unconsolidated ~~the~~affiliates ~~Company’s~~over ~~tax~~which ~~positions~~we ~~and~~exercise ~~determining~~significant ~~its~~influence, ~~provision~~but ~~for~~do ~~income~~not ~~taxes.~~control, ~~During~~including joint ~~the ordinary course of business~~ventures, ~~there~~ are ~~many~~accounted ~~transactions and calculations~~ for ~~which~~using the ~~ultimate~~equity ~~tax determination is uncertain~~method. ~~Accounting~~Investments ~~standards regarding uncertainty~~ in ~~income~~unconsolidated ~~taxes~~affiliates ~~provides~~over awhich ~~two-step~~we ~~approach~~are ~~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~~able ~~second step is~~ to ~~measure~~exercise ~~the~~significant ~~tax~~influence ~~benefit~~are asaccounted ~~the~~for ~~largest~~under ~~amount which is more than 50% likely, based solely on~~ the ~~technical~~cost ~~merits, of being sustained on examinations~~method. ~~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~~Use of ~~(loss)~~estimates ~~per share~~ – ~~Basic~~The ~~earnings~~preparation ~~(loss)~~of ~~per~~financial ~~common~~statements ~~share~~in isconformity ~~computed~~with byaccounting ~~dividing~~principles ~~net~~generally ~~income~~accepted ~~(loss)~~in the ~~available~~United toStates ~~common~~of ~~shareholders~~America byrequires the ~~weighted-average~~ ~~number~~Company ofto ~~shares~~make ofestimates ~~common~~and ~~stock~~judgments ~~outstanding~~that ~~during~~affect the ~~period.~~reported ~~Diluted~~amounts ~~earnings~~of ~~per~~assets ~~common share is computed~~and byliabilities, ~~dividing~~revenues ~~income~~and ~~available~~expenses, toand ~~common~~related ~~shareholders~~disclosures byof ~~the~~contingent ~~weighted-average~~assets ~~number~~and ofliabilities. ~~shares~~These ofestimates ~~common~~and ~~stock outstanding during~~judgments ~~the~~are ~~period~~based ~~increased~~on tohistorical ~~include~~information, ~~the~~information ~~number~~that ofis ~~additional~~currently ~~shares~~available ofto ~~common~~the ~~stock~~Company ~~that~~and ~~would~~on ~~have~~various ~~been~~other ~~outstanding~~assumptions ~~if potentially~~that ~~dilutive~~the ~~securities~~Company ~~had~~believes ~~been~~to ~~issued.~~be ~~There~~reasonable ~~were~~under nothe ~~potentially~~circumstances. ~~dilutive~~Actual ~~securities~~results ~~outstanding~~could ~~during~~differ ~~the~~from ~~periods~~those ~~presented~~estimates.

FCash and cash equivalents – Cash and cash equivalents consist of cash and short-8term 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. At June 30, 2015, cash comprised $41,029 (2014 - $1,151,584) held in a bank in the United States and £83,746 ($131,624) (2014 - £63,293) ($107,775)) held in a bank in the United Kingdom. Cash held in a bank in the United States is insured by the Federal Deposit Insurance Corporation up to a maximum of $250,000.

~~Table~~Allowance for doubtful accounts – The Company records an allowance for doubtful accounts as a best estimate of ~~Contents~~the amount of probable credit losses in its accounts receivable. Each month, the Company reviews this allowance and considers factors such as customer credit, past transaction history with the customer and changes in customer payment terms when determining whether the collection of a receivable is reasonably assured. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Receivables are charged off against the allowance for doubtful accounts when it becomes probable that a receivable will not be recovered. At June 30, 2015 and 2014, the allowance for doubtful accounts amounted to $0 and $0, respectively.

~~OXFORD~~Inventory – ~~CITY~~Inventory ~~FOOTBALL~~comprises ~~CLUB~~finished goods held for sale and is stated at the lower of cost or market value. Cost is determined by the average cost method. The Company estimates the realizable value of inventory based on assumptions about forecasted demand, market ~~INC~~conditions and obsolescence. If the estimated realizable value is less than cost, the inventory value is reduced to its estimated realizable value. If estimates regarding demand and market conditions are inaccurate or unexpected changes in technology affect demand, the Company could be exposed to losses in excess of amounts recorded. On this basis management recorded a reserve of $0 at June 30, 2015 (June 30, 2014 - $0).

~~NOTES~~Revenue Recognition TO– ~~CONSOLIDATED~~Revenue ~~FINANCIAL~~is ~~STATEMENTS~~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.

~~(AUDITED)~~ We recognize revenue from the following sources:

2i) Executive Training Program revenue is recognized when the services are performed. ~~SUMMARY~~ii) OFHourly ~~SIGNIFICANT~~rental ~~POLICIES~~of –facilities ~~(CONTINUED~~is recognized when the rental occurs. iii) Admission to sporting events is recognized when the event occurs. iv) Food and beverages revenue is recognized at the time of sale. v) Sponsorship revenue is recognized ratably over the period of the agreement.

~~Stock-based compensation~~Foreign –Currency ~~The~~Translation ~~Company~~- ~~accounts~~The ~~for~~functional ~~equity~~currency ~~instruments~~of ~~issued~~our subsidiary in ~~exchange for~~ the ~~receipt~~United ofKingdom ~~goods~~is orthe ~~services~~local ~~from~~currency. ~~other~~Assets ~~than~~and ~~employees~~liabilities inare ~~accordance~~translated ~~with~~to ~~FASB~~US ~~ASC~~dollars ~~718~~at period-10end exchange rates (1.57 and ~~the~~1.70 ~~conclusions~~at ~~reached~~June by30, ~~the~~2015 ~~FASB~~and ~~ASC~~2014, ~~505-50.~~respectively), ~~Costs~~and ~~are~~our ~~measured~~consolidated statements atof ~~the~~operations ~~estimated~~and ~~fair market~~cash ~~value~~flows ofare ~~the~~translated ~~consideration~~at ~~received~~average orexchange rates during the ~~estimated~~reporting ~~fair~~periods ~~value~~(1.58 ofand 1.63 for the ~~equity~~years ~~instruments~~ended ~~issued~~June 30, ~~whichever~~2015 isand ~~more~~2014, ~~reliably measurable~~respectively). ~~The~~Resulting ~~value~~translation ofadjustments ~~equity~~are ~~instruments~~recorded ~~issued~~in ~~for~~accumulated ~~consideration~~ other ~~than~~comprehensive loss, ~~employee~~a ~~services~~separate iscomponent ~~determined~~of onstockholders' ~~the~~deficit. ~~earliest of~~A acomponent ~~performance~~of ~~commitment~~accumulated orother ~~completion~~comprehensive ofloss ~~performance~~will bybe ~~the~~released ~~provider~~into income ofwhen ~~goods~~the orCompany ~~services~~executes asa ~~defined~~partial byor ~~FASB~~complete ~~ASC~~sale ~~505-50~~its investment.

~~Fair~~Impairment of Long-lived Assets - The carrying value of ~~financial instruments~~ long-lived ~~The~~assets ~~Company's~~is ~~financial~~evaluated ~~instruments~~for ~~consist~~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, ~~accounts~~flows ~~payable,~~expected to ~~accrued~~result ~~liabilities,~~from ~~advances,~~its ~~notes~~use ~~payable,~~and eventual disposition. Recoverability of assets to be held and used is measured by a ~~loan~~comparison ~~payable~~of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. ~~The~~If such assets are considered to be impaired, the impairment is measured as the amount by which the carrying amount of ~~these~~the ~~financial~~assets ~~instruments~~exceeds ~~approximates~~the fair value ~~due~~as estimated toby ~~either~~discounted ~~length~~cash offlows. ~~maturity~~During ~~or interest~~the ~~rates~~years ~~that~~ended ~~approximate~~June ~~prevailing~~30, ~~market~~2015 ~~rates~~and ~~unless~~2014, ~~otherwise~~the ~~disclosed~~Company inrecognized ~~these~~an ~~financial~~impairment ~~statements~~loss of $25,000 and $0, respectively.

~~Advances to Academy of Healing Art, Message and Facial Skin Care, Inc. are non~~F-~~interest bearing, unsecured and and have no specific terms of repayment.~~7

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

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

~~Recent Accounting Pronouncements~~Earnings ~~– In August 2014, the Financial Accounting Standards Board~~ (~~“FASB”~~loss) ~~issued~~per ~~Accounting~~share ~~Standards~~– ~~Update~~Basic ~~(“ASU”) No.~~earnings ~~2014-15, “Presentation of Financial Statements - Going Concern~~ (~~Subtopic 205-40~~loss): ~~Disclosure~~per ofcommon ~~Uncertainties~~share ~~about~~is ~~an Entity’s~~computed ~~Ability~~by todividing ~~Continue~~net asincome ~~a Going Concern”~~ (~~“ASU 2014-15”~~loss). ~~ASU~~available ~~2014-15 is intended~~ to ~~define management’s~~common ~~responsibility~~shareholders toby ~~evaluate~~the ~~whether~~weighted-average ~~there~~number isof ~~substantial~~shares ~~doubt~~of ~~about~~common anstock ~~entity’s~~outstanding ~~ability~~during tothe ~~continue~~period. asDiluted aearnings ~~going~~per ~~concern and~~common toshare ~~provide~~is ~~related~~computed ~~footnote~~by ~~disclosures.~~dividing ~~Specifically,~~income ~~ASU~~available ~~2014-15~~to ~~provides~~common ashareholders ~~definition~~by of the ~~term~~weighted-average ~~substantial~~number ~~doubt~~of ~~and~~shares ~~requires an assessment for a period~~ of ~~one~~common ~~year~~stock outstanding ~~after~~during the ~~date~~period ~~that~~increased ~~the financial statements are issued (or available~~ to beinclude ~~issued).~~the ~~It also~~number ~~requires~~of ~~certain~~additional ~~disclosures~~shares ~~when~~of ~~substantial~~common ~~doubt~~stock isthat ~~alleviated~~would ashave abeen ~~result of consideration of management’s plans~~outstanding ~~and~~if ~~requires~~potentially andilutive ~~express~~securities ~~statement~~had ~~and~~been ~~other disclosures when substantial doubt is not alleviated~~issued. ~~The~~During ~~new~~the ~~standard~~years ~~will~~ended beJune ~~effective for~~30, ~~reporting~~2015 ~~periods~~and ~~beginning after December 15~~2014, ~~2016,~~common ~~with~~stock ~~early~~equivalents ~~adoption~~were anti-dilutive ~~permitted.~~due ~~Management~~to isnet ~~currently~~losses ~~evaluating the impact~~ of the ~~adoption~~Company ofand ~~ASU~~were ~~2014-15~~not onconsidered ~~our~~in ~~financial~~the ~~statements and disclosures~~computation.

~~Other recent accounting pronouncements~~Promissory 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.Notes

3.i) Beneficial ~~GOING~~Conversion ~~CONCERN~~Feature

~~The~~If the ~~accompanying~~conversion ~~financial~~features ~~statements have~~of ~~been~~conventional ~~prepared~~convertible ondebt aprovides ~~going~~for ~~concern~~a ~~basis,~~rate ~~which~~of ~~contemplates~~conversion ~~the~~that ~~realization~~is ofbelow ~~assets~~market ~~and~~value, ~~the~~this ~~satisfaction~~feature is ofcharacterized ~~liabilities~~as ~~in the~~a ~~normal~~beneficial ~~course~~conversion offeature ~~business~~(“BCF”). ~~The~~A ~~Company~~BCF ~~has~~is ~~incurred~~recorded ~~losses~~by ~~since~~the ~~inception~~Company ~~and~~as ~~has~~ a ~~cumulative~~debt ~~retained~~discount ~~deficit of $11,924,623~~pursuant asto ofASC ~~June~~Topic ~~30,~~470-20 ~~2014.~~“Debt ~~The~~with ~~Company~~Conversion ~~requires capital for its contemplated operational~~ and ~~marketing~~Other ~~activities~~Options.” ~~The~~In ~~Company’s ability~~those tocircumstances, ~~raise additional capital through~~ the ~~future~~convertible ~~issuances~~debt ~~of common stock~~ is ~~unknown. The obtainment of additional financing,~~recorded ~~the~~net ~~successful development~~ of the ~~Company’s~~discount ~~contemplated~~related ~~plan of operations, and its transition, ultimately,~~ to the ~~attainment of~~BCF ~~profitable~~and ~~operations are necessary for~~ the Company toamortizes ~~continue~~the ~~operations.~~discount ~~The ability~~ to ~~successfully~~interest ~~resolve~~expense ~~these~~over ~~factors raise substantial doubt about~~ the ~~Company’s~~life ~~ability to continue as a going concern. The financial statements~~ of the ~~Company do~~debt ~~not include any adjustments that may result from~~ using the ~~outcome~~effective ofinterest ~~these aforementioned uncertainties~~method.

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

~~F-9~~The Company determines if the convertible debenture should be accounted for as liability or equity under ASC 480, Liabilities — Distinguishing Liabilities from Equity. ASC 480, applies to certain contracts involving a company’s own equity, and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, obligations that require or may require repurchase of the issuer’s equity shares by transferring assets (e.g., written put options and forward purchase contracts), and certain obligations where at inception the monetary value of the obligation is based solely or predominantly on:

~~Table~~– A fixed monetary amount known at inception, for example, a payable settleable with a variable number of ~~Contents~~the issuer’s equity shares with an issuance date fair value equal to a fixed dollar amount,

~~OXFORD~~– Variations ~~CITY~~in ~~FOOTBALL~~something ~~CLUB~~other than the fair value of the issuer’s equity shares, ~~INC.~~for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer’s equity shares, or

~~NOTES~~– Variations TOinversely ~~CONSOLIDATED~~related ~~FINANCIAL~~to ~~STATEMENTS~~changes in the fair value of the issuer’s equity shares, for example, a written put that could be net share settled.

If the entity determined the instrument meets the guidance under ASC 480 the instrument is accounted for as a liability with a respective debt discount. The Company records debt discounts in connection with raising funds through the issuance of promissory notes (~~AUDITED~~see Note 8) . These costs are amortized to non-cash interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

4.iii) Derivative Financial ~~PROPERTY AND EQUIPMENT, NET~~Instruments

~~Property~~Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and ~~equipment~~Hedging Activities”, consist of ~~the~~financial ~~following~~instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, assecurity ofprice ~~June~~or 30other variable), ~~2014~~require no initial net investment and ~~2013~~permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

	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

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including senior convertible promissory notes payable and freestanding stock purchase warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our consolidated financial statements.

~~Depreciation expense for the years ending June 30, 2014 and 2013 was $18,276 and 5,412, respectively.~~F-8

~~5. INVESTMENT IN~~ OXFORD CITY FOOTBALL CLUB, ~~(TRADING) LIMITED AND BUSINESS COMBINATION~~INC.

~~On April 29, 2013, the Company acquired~~NOTES ~~100%~~TO ofCONSOLIDATED ~~Oxford~~FINANCIAL 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.STATEMENTS

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

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.

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	)

Fair value of financial instruments –

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	)

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC (“ASC 820-10”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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

The three levels of the fair value hierarchy are described below:

F-10

	Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

	Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

	Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

~~Table~~The Company’s financial instruments consist of ~~Contents~~cash, accounts receivable, investment in joint venture, accounts payable, accrued liabilities, loan payable, due to related parties and promissory note. 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. Promissory notes and derivative liabilities are measured at fair value based on “Level 3” inputs on the Company’s consolidated balance sheet as of June 30, 2015.

~~OXFORD~~Concentration of ~~CITY~~credit ~~FOOTBALL~~risk ~~CLUB,~~– ~~INC~~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.

~~NOTES~~Recent Accounting TOPronouncements ~~CONSOLIDATED~~– ~~FINANCIAL~~In ~~STATEMENTS~~May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016, however, the FASB has proposed a one-year deferral. Early adoption is not permitted, and either full retrospective adoption or modified retrospective adoption is permitted. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

In January 2015, the FASB issued Accounting Standards Update No. 2015-01 (~~AUDITED~~Subtopic 225-20) - Income Statement - Extraordinary and Unusual Items. ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. Early adoption is permitted. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements.

5.In February, ~~INVESTMENT~~2015, INthe ~~OXFORD~~FASB ~~CITY~~issued ~~FOOTBALL~~Accounting ~~CLUB~~Standards Update No. 2015-02, Consolidation (~~TRADING~~Topic 810): ~~LIMITED~~Amendments ~~AND~~to ~~BUSINESS~~the ~~COMBINATION~~Consolidation Analysis. ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (~~CONTINUED~~collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. Early adoption is permitted. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements.

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.F-9

~~Effective July 1, 2013, all the~~OXFORD ~~stockholders~~CITY ~~and~~FOOTBALL ~~directors of Oxford City Football Club (Trading) Limited entered into a Voting Agreement whereby the Company~~CLUB, 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 membersINC. 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~~NOTES ~~business~~TO ~~acquisitions~~CONSOLIDATED ~~under~~FINANCIAL 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.STATEMENTS

~~The~~In April ~~following~~2015, ~~table~~the ~~summarizes~~FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation ~~consideration~~of ~~paid~~Debt ~~for~~Issuance ~~the~~Costs. ~~acquired~~ASU ~~assets~~2015-03 ~~and~~requires debt issuance costs to be presented in the ~~preliminary~~balance ~~acquisition~~sheet ~~accounting~~as ~~for~~a direct deduction from the ~~fair~~carrying ~~values~~value of the ~~assets~~associated ~~recognized and~~debt ~~liabilities~~liability, ~~assumed~~consistent inwith the ~~consolidated~~presentation ~~balance~~of ~~sheet~~a atdebt discount. Prior to the ~~acquisition~~issuance of ~~date.~~the ~~These~~standard, ~~balances~~debt ~~are~~issuance ~~subject~~costs were required to ~~change~~be ~~when~~presented ~~final~~ in the balance sheet as an asset. ~~valuations~~ASU ~~are~~2015-03 ~~obtained~~is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The Company is currently evaluating the ~~potential~~impact ~~for~~of ~~liabilities~~ASU ~~has~~2015-03 ~~been~~on ~~evaluated~~the Company’s financial statements and disclosures.

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	$	—

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.

~~F-11~~3. GOING CONCERN

~~Table~~The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of ~~Contents~~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 $21,555,578 as of June 30, 2015. 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 consolidated 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.

~~OXFORD~~4. ~~CITY~~PROPERTY ~~FOOTBALL~~AND ~~CLUB~~EQUIPMENT, ~~INC.~~NET

~~NOTES~~Property and TOequipment ~~CONSOLIDATED~~consist ~~FINANCIAL~~of ~~STATEMENTS~~the following as of June 30, 2015 and 2014.

(AUDITED)

	2015		2014
Building and improvements	$	-	$	651,008
Land		-		233,770
Furniture and equipment		92,452		77,781
Computer equipment		18,060		11,076
Leasehold improvements		10,854		10,854
		121,366		984,489
Less: accumulated depreciation		56,158		25,128
	$	65,208	$	959,361

5.Depreciation expense ~~INVESTMENT~~for INthe ~~OXFORD~~years ~~CITY~~ending ~~FOOTBALL~~June ~~CLUB~~30, ~~(TRADING)~~2014 ~~LIMITED~~and ~~AND~~2013 ~~BUSINESS~~was ~~COMBINATION~~$26,676 -and ~~(CONTINUED)~~$18,276, respectively.

~~Intangible~~5. ~~assets~~DUE isFROM ~~the~~ACADEMY ~~fair~~OF ~~value of~~HEALING ~~trade~~ART, ~~names~~MASSAGE ~~with~~AND aFACIAL ~~useful~~SKIN ~~life~~CARE, ~~of 12 months~~INC.

~~Supplemental~~Advances to ~~Cash~~Academy ~~Flow~~of ~~Disclosure~~Healing Art, Massage and Facial Skin Care, Inc. are non-interest bearing, unsecured and have no specific terms of repayment. Advances outstanding are $0 and $62,895 at June 30, 2015 and 2014, respectively. The advance due to the Company at June 30, 2014 was paid in cash.

~~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~~6. InINVESTMENT ~~June~~IN ~~2013,~~JOINT 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.VENTURE

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

On July 10, 2014, the Company entered into a Joint Venture Agreement with Z-Square Technology, LLC (“Z-Square”) for the purpose of the development of technology of a single project. The Company is to provide funding of the project and Z-Square will provide the actual creation, development, and management of all technology. The contributions from each of the Joint Ventures (i) Company - $100,000 (ii) Z-Square - $0. Upon completion of the project, the Joint Venture will distribute the original capital invested of $100,000 plus $15,000 for a total of an $115,000. On October 21, 2014, the Company received $115,000 and the Joint Venture ended in accordance with the terms of the agreement. During the year ended June 30, 2015, a gain on disposal of investment of $15,000 is recorded in the consolidated statements of operations related to this Joint Venture Agreement.

~~Summary of Unaudited Pro~~F-~~forma Information~~10

~~The unaudited pro-forma information~~OXFORD ~~below~~CITY ~~for~~FOOTBALL ~~the years ended June 30~~CLUB, ~~2013 and 2012 gives effect to the acquisition as if the acquisition had occurred on July 1, 2011~~INC. ~~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	)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On November 23, 2014, the Company entered into a Joint Venture Agreement with Z-Square Technology, LLC (“Z-Square”) for the purpose of the development of technology of a single project. The Company is to provide funding of the project and Z-Square will provide the actual creation, development, and management of all technology. The contributions from each of the Joint Ventures (i) Company - $150,000 (ii) Z-Square - $0. Upon completion of the project, the Joint Venture will distribute the original capital invested of $150,000 plus $15,000 for a total of $165,000. On February 6, 2015 the Company received $50,000. ~~INVESTMENT~~As INof ~~OXFORD~~June ~~CITY~~30, ~~FOOTBALL~~2015, the ~~CLUB~~outstanding net balance of investment in Joint Venture is $0 (~~TRADING~~net of valuation allowance of $190,000). ~~LIMITED~~During the year ended June 30, 2015, a gain on disposal of investment of $15,000, finance income of $75,000 and valuation allowance of $190,000 are recorded in the consolidation statements of operations related to this Joint Venture Agreement.

~~Carrying~~In May ~~Value~~2015, we filed a lawsuit against Z Square Technology, Inc. and Syed Gilani. We are in the process of ~~Investment~~obtaining a default against defendant Z Square Technology, Inc.

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	$	—

7.	INVESTMENT IN ANJO OF SKYLAKE, INC.

~~F-12~~On May 27, 2014, the Company closed on the purchase of 100% of the outstanding common stock of Anjo of SkyLake, Inc. (“Anjo”). Anjo owns a commercial building located at 3141 S Military Trail, Lake Worth, Florida. In addition, on closing Anjo held net financial assets (liabilities) of $22,360 and a $743,600 mortgage was secured by the building. In consideration for the common stock of Anjo, the Company paid $149,079 in cash. A selling shareholder is also the shareholder of Academy of Palm Beach which is a holdover tenant in the commercial building.

~~Table~~In eviction proceedings brought forward by Anjo against Academy of ~~Contents~~Palm Beach, the selling shareholders are now disputing whether the closing actually took place and have called into question the ownership of Anjo common stock. Accordingly, the Company derecognized related assets and liabilities. The investment in Anjo is recorded at carrying value commencing July 1, 2014. The Company is fully asserting its rights under the stock purchase agreement and believes there are sufficient assets available to recover its investment.

~~OXFORD~~Assets and ~~CITY~~Liabilities ~~FOOTBALL~~the ~~CLUB~~Company has deconsolidated as of July 1, ~~INC.~~2014

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Current assets
Accounts receivable	$	10,076
Non-current assets
Property and equipment		883,086
Current liabilities
Accounts payable and accrued liabilities		(16,450	)
Non-current liabilities
Long-term debt		(732,758	)
Net assets deconsolidated at July 1, 2014		143,954
Net recoveries during the three months ended September 30, 2014		(8,745	)
Loss on debt settlement		(60,209	)
Cash received from Anjo of SkyLake, Inc.		(75,000	)
Carrying value of Investment in Anjo SkyLake, Inc. at December 31, 2014	$	-

~~(AUDITED)~~ The results of the Company reported in the consolidated statement of operations for the year ended June 30, 2014 includes a loss from the operations of Anjo of $19,585 for the period from May 27, 2014 to June 30, 2014.

~~7. INTANGIBLE ASSETS~~F-11

~~Oxford City Football Club trade~~OXFORD ~~name~~CITY ~~was~~FOOTBALL ~~acquired on July 1~~CLUB, ~~2013 for $475,651~~INC. 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~~NOTES ~~was~~TO ~~acquired~~CONSOLIDATED onFINANCIAL 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.STATEMENTS

On October ~~April 22~~7, 2014, the Company’s ~~paid a~~wholly ~~$10~~owned subsidiary,~~000~~ ~~deposit~~Anjo ~~to reverse the home territories~~ of ~~Sioux Falls~~SkyLake, ~~South~~Inc. ~~Dakota~~(“Anjo”), ~~and~~filed ~~Boca~~a ~~Raton/Detray~~complaint ~~Beach, Florida~~ in the ~~Premier Arena~~County ~~Soccer~~Court ~~League.~~for AnPalm ~~additional~~Beach ~~$20~~County,~~000~~ ~~per~~Florida, ~~team~~to isevict ~~due~~a inholdover ~~the~~tenant, ~~season~~Academy ~~which~~of ~~begins~~Palm ~~play.~~Beach ~~The~~(“Academy”), ~~deposits~~requesting past ~~expires~~due onrent, ~~April~~legal 2costs, ~~2016~~and damages.

On January ~~February 14~~1, ~~2013~~2015, the Company entered into a ~~contract~~Settlement Agreement and Mutual Release with ~~AlvaEDU~~Anjo, ~~Inc~~Academy, Angela K. Artemik and John M. Artemik (collectively, “Artemik”). Under the terms of the settlement, we agreed to ~~develop~~execute aall ~~online~~documents ~~courses~~confirming that inAnjo ~~sports~~is ~~management~~solely owned and ~~financial~~operated ~~and~~by ~~economics~~Artemik. ~~for~~In ~~undergraduate~~exchange, Anjo will execute a promissory note and mortgage in the amount ~~graduate~~of ~~degree~~$149,079 ~~curriculum~~in favor of the Company. OnArtemik ~~April~~agreed ~~28,~~to ~~2014~~use their best efforts to sell the mortgaged property to satisfy the promissory note and mortgage. The promissory note is due no later than June 30, 2015. In the ~~Company~~event ~~made~~payment ain the amount of $~~100~~75,000 ~~contribution~~is ~~towards~~made no later than February 27, 2015, the ~~development~~Company agreed to record a satisfaction of ~~these~~mortgage. ~~online~~The mortgage will also be personally ~~courses~~guaranteed by Angela K. Artemik and John M. Artemik. All parties agreed to a mutual release of claims and stipulated to a dismissal of the action.

8On January 23, 2015, we entered into a Mutual Release with Artemik. ~~LONG-TERM~~The ~~DEBT~~agreement was designed to amend the January 1, 2015 Settlement Agreement and Mutual Release by restructuring the consideration to solve the matter. As provided in the Mutual Release, all parties entered into a mutual release and Artemik agreed to tender $75,000 as full payment, to substitute for the promissory note and security instruments envisioned in the Settlement Agreement and Mutual Release.

On ~~May 27, 2014, the Company purchased~~ aFebruary ~~commercial building located at 3141 S Military Trail~~24, ~~Lake Worth~~2015, ~~Florida and assumed net financial assets (liabilities) of $22,360. In consideration for~~ the ~~building and net financial assets the~~ Company ~~paid~~received $~~149~~75,~~079~~000 in cash ~~and~~from ~~assumed~~Anjo aof ~~mortgage~~SkyLake ~~payable of $743,600~~Inc. ~~Mortgage payable matures on September 26, 2037 and is due~~ in ~~monthly~~accordance ~~installments~~with ~~of $5,930, including principal and interest at 7.99% and secured by~~ the ~~building.~~Mutual ~~The~~Release ~~building is leased month-to-month~~ with ~~annual expected lease revenue of $51,137~~Artemik.

~~Future~~8. ~~aggregate~~INTANGIBLE ~~minimum loan payments as of date are as follows:~~ASSETS

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

(i) Oxford City Football Club trade name

FOxford City Football Club trade name was acquired on July 1, 2013 for $475,651. The trade name is amortized on a straight-13line 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, 2015 and 2014, respectively.

~~Table~~(ii) Oxford ofCity ~~Contents~~Basketball League membership

~~OXFORD~~Oxford City ~~CITY~~Basketball ~~FOOTBALL~~League ~~CLUB~~membership was acquired on October 1, ~~INC~~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 40 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 its carrying value of $33,750. The membership of $0 (intangible assets of $33,750 less accumulated amortization of $33,750) and $8,437 are recorded on the consolidated balance sheet at June 30, 2015 and 2014, respectively.

~~NOTES~~(iii) MASL TOMajor ~~CONSOLIDATED~~Arena ~~FINANCIAL~~Soccer ~~STATEMENTS~~League

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

9On July 15, 2014, the Company paid $25,000 to acquire the franchise rights for the Oxford City FC of Texas. ~~INCOME~~At ~~TAXES~~June 30, 2015, the franchise rights was fully impaired due to the Company’s inability to formally secure an official home stadium. In the consolidated statements of operations the Company recorded an impairment of intangible asset of $25,000.

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.F-12

~~FASB ASC 740 requires the reduction~~OXFORD ofCITY ~~deferred~~FOOTBALL ~~tax assets by a valuation allowance~~CLUB, ~~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~~INC. 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~The total valuation allowance is~~(iv) ~~$876,874~~Online ~~and~~course ~~$354,096 as of June 30, 2014 and 2013, respectively. Details are as follows:~~development

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

On February 14, 2013, the Company entered into a contract with AlvaEDU, Inc. (“AlvaEDU”) to develop 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.

~~Below~~On February is12, a2015, ~~chart~~the ~~showing~~Company, entered into an Asset Purchase Agreement with AlvaEDU pursuant to which the ~~estimated~~Company will acquire ~~corporate~~certain ~~federal~~assets ~~net~~of ~~operating~~AlvaEDU. ~~loss~~On ~~(NOL)~~March ~~and~~6, 2015, the ~~year~~Company inwas ~~which~~notified itby ~~will~~AlvaEDU ~~expire~~that the Asset Purchase Agreement was not approved by the majority of shareholders. As such, the Purchase Agreement was terminated.

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

On March 11, 2015, however, the Company was able to negotiate and enter into a modification of an Online Degree Program Development Agreement (the “Development Agreement”) between CIT University, the Company’s wholly-owned subsidiary, and AlvaEDU. Under the Development Agreement, dated February 14, 2014, AlvaEDU agreed to develop an online Master’s Degree curriculum in Sports Management. In consideration for developing the curriculum, CIT University agreed to pay AlvaEDU a combination of cash and a percentage of the gross annual tuition for each student enrolled in the program. The percentage was calculated as 20% of the gross annual tuition if the total number of students was greater than 1,000, or 30% if the total number of students was less than 1,000. As a result of the March 11, 2015 modification to the Development Agreement, AlvaEDU has agreed to waive and release its right to any percentage of tuition in the program. Thus, in exchange for a release of claims in AlvaEDU’s favor, CIT is now entitled to 100% of the tuition from students enrollment in the program.

~~10.~~During the ~~STOCKHOLDERS’~~quarter ~~EQUITY~~ended June 30, 2015, the Company expended an additional $28,000 for development of the online learning platform and course content.

~~Preferred Stock – The~~At ~~Company~~June is30, ~~authorized~~2015 toand ~~issue 40~~2014,~~000,000~~ ~~shares~~the ofcarrying ~~$.0001 par~~ value ~~preferred stock. The Company has designated 10,000,000 shares~~ of ~~preferred~~the ~~stock~~online ascourse ~~Series~~development Aasset ~~Convertible~~is ~~Preferred Stock. As of June 30~~$128,000 ~~2014~~ and ~~June 30~~$100, ~~2013~~000, ~~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~~9. OnPROMISSORY 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.NOTES

OnIn conjunction ~~January~~with ~~21,~~the ~~2014,~~Equity Purchase Agreement (note 12) the Company issued 4a promissory note (“Note”) to Tarpon Bay Partners LLC (“Tarpon”) for $125,000, ~~shares~~due ofon ~~Series~~March B31, ~~Convertible~~2015, ~~Preferred~~with ~~Stock~~10% interest per annum as consideration for ~~consulting~~transaction costs ~~services~~incurred ~~valued~~by atTarpon. The $4125,000 of transaction costs (less recovery of $4,340) are treated as a reduction in additional paid-in capital since the transaction costs related to equity financing.

AsOn April 27, 2015, the promissory note was amended (“Amended Note”) as follows: (a) the Note and accrued interest is convertible into shares of ~~June~~common stock of the Company at a conversion price equal to 70% of the lowest closing bid price for the 30, ~~2014~~trading days preceding the conversion date and ~~June~~(b) 30the maturity date is extended to December 31, 2016. The Amended Note ~~2013~~was recorded, 84at inception,~~000~~ at a fully accreted value of $189,139 less unamortized debt discount of $189,139. Additional, the Amended Note was accounted for in accordance with ASC 815. The variable conversion price is not considered predominately based on a fixed monetary amount settleable with a variable number of shares due to the volatility and 0trading ~~Series~~volume Bof ~~Convertible~~the ~~Preferred~~Company’s common ~~Stock~~stock. ~~are~~The ~~issued~~Company’s convertible promissory note derivative liability has been measured at fair value of $343,368 and ~~outstanding~~$196,235 at April 27, 2015 and June 15, 2015, respectively, using the Black-Scholes model. The input into the Black-Scholes models are as follows:

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.

Conversion Price		$0.0039 - $0.0063
Risk free rate		0.05% - 0.072%
Expected volatility		181% - 205%
Dividend yield		0%
Expected life		1.55 – 1.68 years

~~Series B Convertible Preferred Stock~~As ~~are~~a ~~entitled~~result toof ~~vote together with~~ the ~~holders~~Amended ~~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~~Note, ~~regardless of their number, shall have voting rights equal to 2 times~~ the ~~sum~~Company ~~of:~~recorded i)a ~~the~~loss ~~total~~on ~~number~~extinguishment of ~~shares~~debt of ~~Common Stock which are issued and outstanding at the time of voting~~$210, ~~plus ii) the total number of shares of any Preferred Stock which are issued and outstanding at the time of voting~~971.

~~F-14~~On June 15, 2015, however, the Company and Tarpon entered into a release agreement and agreed to terminate the Equity Purchase Agreement, the Note and Amended Note. As consideration, the Company agreed to issue to Tarpon:

Table of Contents

	(i)	3,074 shares of its common stock valued at $49,183 ($16 per share).

	(ii)	A warrant to purchase 1,927 shares of common stock valued $28,863 with an exercise price of $0.0001 per share and a legal life of 7 years. Input into the Black-Scholes model: risk free interest (2.11%), expected volatility (188%), expected life (7 years), no dividends, exercise price ($0.0001).

~~OXFORD CITY FOOTBALL CLUB, INC.~~F-13

~~NOTES~~OXFORD CITY TOFOOTBALL ~~CONSOLIDATED~~CLUB, ~~FINANCIAL STATEMENTS~~INC.

~~(AUDITED)~~ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~10.~~As a ~~STOCKHOLDERS’~~result ~~EQUITY~~of -the ~~(CONTINUED)~~release agreement and mutual release of claims, the Company recorded loss on extinguishment of $307,328, amortization of debt discount of $189,139 and change in fair value of derivative liability of $147,133.

~~Series~~On June B25, ~~Convertible~~2015, ~~Preferred~~the ~~Stock shall~~Company ~~have~~issued ~~anti-dilution~~a ~~protection~~discounted ~~such~~promissory ~~that~~note ~~any issuance~~ of ~~Common~~$2,000,000 ~~Stock~~for ortotal ~~other~~proceeds ~~financial~~of ~~instruments~~$20,000 ~~shall~~in ~~result~~cash inand ana ~~equal~~principal ~~number~~amount of ~~shares~~$2,000,000 sobearing ~~issued~~a be15% ~~issued~~annual interest rate and maturing June 25, 2017, to Nick Havas, a shareholder of the ~~Series~~Company. The BCompany, ~~Convertible~~at ~~Preferred~~its ~~Stock~~option ~~shareholders~~only, onmay aupon ~~pro-rated~~five ~~basis~~days toprior written notice (i) prepay the ~~number~~promissory note and accrued interest in ofcash ~~shares~~in ~~then~~whole ~~outstanding.~~or Ifin ~~anti-dilution~~part ~~protection~~(ii) ~~ends~~prepay ~~for~~the ~~whatever~~promissory ~~reason,~~note ~~then~~in ~~Holders~~shares of ~~Series~~common Bstock ~~Convertible~~of ~~Preferred~~the Company at 130% of the outstanding principal ~~Stock~~amount, ~~are~~which ~~entitled~~includes toaccrued ~~dividends~~interest. atThe number of shares issued is based on the ~~rate~~weighted ofaverage 6%price ~~per~~for ~~annum~~10 days immediately preceding (but not including) the repayment date. OnAt June 30, ~~2014 and 2013~~2015, the ~~Series~~Note Bis ~~Convertible~~recorded ~~Preferred~~at ~~Stock holders~~a ~~are~~fully ~~due~~accreted 13value of $2,~~501~~600,~~117~~000 less ~~and~~unamortized 0debt ~~shares~~discount of ~~common~~$2,351,872. ~~stock~~This ofdiscounted ~~the~~promissory ~~Company,~~note ~~respectively,~~has been accounted for ~~anti-dilution~~in ~~protection~~accordance with ASC 480 Distinguishing Liabilities from Equity. See Note 13.

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.

Opening balance at June 30, 2014	$	0
Cash advanced – June 25, 2015		20,000
Loss on issuance of promissory note		211,908
Fair value of the promissory note – June 25, 2015		231,908
Accretion of debt discount		16,220
Closing balance at June 30, 2015	$	248,128

~~Common Stock -~~ The ~~Company~~ isCompany ~~authorized~~recorded tointerest ~~issue~~expense ~~500~~of $7,~~000,000~~397 ~~shares~~(2014 of- $~~.0001~~0) ~~par~~and ~~value~~amortization ~~common~~of ~~stock.~~debt Asdiscount of ~~June 30~~$205,359 (2014 ~~and~~- ~~June~~$0) ~~30,~~for ~~2013,~~the ~~15,246,734 and~~year ~~223,755~~ended ~~shares~~June ~~were issued and outstanding~~30, ~~respectively~~2015.

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~~LONG-TERM 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).DEBT

~~From~~On May ~~July~~27, 12014, ~~2013~~the toCompany ~~June~~purchased 30a commercial building located at 3141 S Military Trail, ~~2014~~Lake Worth, Florida and assumed net financial assets (liabilities) of $22,360. In consideration for the building and net financial assets the Company ~~issued~~paid ~~376~~$149,~~887~~079 in cash and assumed a mortgage payable of ~~common~~$743,600. ~~stock~~Mortgage topayable ~~satisfy~~matures ~~obligations~~on ~~under~~September ~~share~~26, ~~subscription~~2037 ~~agreements~~and ~~for~~is due in monthly installments of $~~343~~5,~~230~~930, including principal and interest at 7.99% and secured by the building. On July 1, 2014, the mortgage payable was derecognized. See Note 7.

~~From~~11. ~~July~~INCOME ~~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.~~TAXES

OnThe Company ~~August~~provides 9,for ~~2013~~income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the ~~Company~~use ~~issued~~of an asset and ~~75,000~~liability ~~shares~~approach ofin ~~common~~accounting ~~stock~~for ~~valued~~income attaxes. ~~$6,445~~Deferred totax ~~satisfy~~assets ~~obligations~~and ~~under~~liabilities are recorded based on the ~~April~~differences ~~29,~~between the ~~2013~~financial ~~Share~~statement ~~Exchange~~and ~~Agreement~~tax bases of assets and liabilities and the tax rates in effect currently.

~~Stock~~FASB ASC ~~Payable~~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 $2,528,290 which is calculated by multiplying a 34% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items:

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).

	2015			2014
Net loss for the year	$	7,780,871		$	9,193,656
Adjustments:
Bad debts		-			(21,302	)
Accrued payroll		(4,677,500	)		(2,213,643	)
Stock-based fees and compensation		(12,662	)		(3,161,804	)
Impairment losses and valuation allowances		(225,000	)		-
Amortization of debt discount		(205,359	)		-
Loss on issuance of promissory note		(211,908	)		-
Change in fair value of derivative liability		147,133			-
Tax loss for the year		2,595,575			3,796,907
Estimated effective tax rate		34	%		34	%
Deferred tax asset	$	882,496		$	1,290,948

~~Share Exchange Agreement~~F-14

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

~~Pursuant to the terms of the Share~~NOTES ~~Exchange~~TO ~~Agreement,~~CONSOLIDATED ~~the~~FINANCIAL 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.STATEMENTS

AsThe total ~~the~~valuation ~~Company~~allowance ~~and~~is ~~Oxford City FC~~$2, ~~prior~~528,290 toand ~~the Share Exchange Agreement~~$1,645,794 ~~was~~as ~~under the common control~~ of ~~Mr.~~June ~~Thomas Guerriero~~30, ~~the~~2015 ~~investment~~and in2014, ~~Oxford~~respectively. ~~City~~Details FCare ~~upon recognition~~as ~~was valued at its carrying value of $6,445.~~follows:

Treasury Stock

	2015			2014
Deferred tax asset	$	2,528,290		$	1,645,794
Valuation allowance		(2,528,290	)		(1,645,794	)
Current taxes payable		-			-
Provision for income tax	$	-		$	-

AsBelow is ofa ~~June~~chart ~~30,~~showing ~~2014~~the ~~and~~estimated ~~June~~corporate ~~30, 2013,~~federal ~~the~~net ~~Company~~operating ~~has~~loss a(NOL) ~~treasury~~and ~~stock~~the ~~balance~~year ofin ~~$1,338~~which it will expire.

Stock-based Compensation

Year	Amount		Expiration
2011	$	171,898	2031
2012	$	479,440	2032
2013	$	768,047	2033
2014	$	3,796,907	2034
2015	$	2,595,575	2035

~~On May 21, 2014, the Company issued 2,000 shares of common stock of the Company for services valued at $20,000 ($10~~12.00 ~~per~~STOCKHOLDERS’ ~~share).~~EQUITY

On August ~~June~~18, ~~4 2014~~2015, the Company ~~issued 100,000~~approved ~~shares~~and effected a 1-for-2000 reverse stock split of issued and outstanding common stock, ofSeries A ~~the~~Convertible ~~Company~~Preferred ~~for~~Stock ~~services~~and ~~valued~~Series atB ~~$950,000~~Convertible ~~($9~~Preferred Stock.50 ~~per~~Consequently, all share) information has been revised to reflect the reverse stock split from the Company’s inception.

~~F-15~~Preferred Stock – The Company is authorized to issue 40,000,000 shares of $0.0001 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, 2015 and 2014, 2 and 2 Series A Convertible Preferred Stock are issued and outstanding, respectively.

~~Table~~The Company has designated 5,000,000 shares of ~~Contents~~preferred stock as Series B Convertible Preferred Stock. As of June 30, 2015 and 2014, 42 and 42 Series B Convertible Preferred Stock are issued and outstanding, respectively.

~~OXFORD~~Series A ~~CITY~~Convertible ~~FOOTBALL~~Preferred ~~CLUB~~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, ~~INC~~par value $0.0001 per share.

~~NOTES~~Series B TOConvertible ~~CONSOLIDATED~~Preferred ~~FINANCIAL~~Stock ~~STATEMENTS~~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.

~~(AUDITED)~~ 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 to 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, 2015 and June 30, 2014, the Series B Convertible Preferred Stock holders are due 50,199 and 6,751 shares of common stock of the Company, respectively, for anti-dilution protection.

~~11.~~Series B ~~RELATED~~Convertible ~~PARTY~~Preferred ~~TRANSACTIONS~~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.

~~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~~F-~~interest bearing and have no specific terms of repayment.~~15

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

~~Employment – On December~~NOTES 1,TO ~~2012,~~CONSOLIDATED ~~the~~FINANCIAL 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.STATEMENTS

AsOn November 20, 2013, 40 shares of ~~June~~Series ~~30,~~B ~~2014~~Convertible Preferred Stock was issued to Thomas Guerriero our Chief Executive Officer and ~~June~~sole 30director, in exchange for the transfer of the Oxford City Basketball Club league membership held by Oxford City Football ~~2013~~Club, ~~$3,454,837~~Inc. As the Company and $1Oxford City Basketball Club,~~241~~ Inc.,~~194~~ ofprior ~~total~~to ~~officer~~the ~~compensation~~exchange, was ~~unpaid~~under ~~and~~the ~~recorded~~control asof ~~payable~~Thomas Guerriero, the ~~respectively~~membership was valued at its carrying value of $33,750.

On January ~~December 1~~21, ~~2013~~2014, the Company ~~executed~~ aissued ~~consulting~~2 ~~agreement~~shares ~~(the “Agreement”) with Dorset Solutions Inc., and its representative Philip Clark. Pursuant to the terms and conditions~~ of ~~the~~Series ~~Agreement,~~B ~~among~~Convertible ~~other~~Preferred ~~things~~Stock ~~Philip Clark will act as a Chief Financial Officer through November 30, 2014 and will receive $3,000 per month~~ for consulting services ~~rendered.~~valued ~~The~~at ~~total expense related to this agreement was~~ $214,000 ~~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.~~

12Common Stock - The Company is authorized to issue 500,000,000 shares of $0.0001 ~~LOSS ON~~par ~~EXTINGUISHMENT~~value OFcommon ~~ACCOUNTS~~stock. ~~PAYABLE~~As ~~AND~~of ~~DUE~~June TO30, ~~FORMER~~2015 ~~OFFICERS~~and 2014 51,072 and 7,623 shares were issued and outstanding, respectively.

OnFrom July ~~September 10~~1, ~~2012,~~2014 ~~the Company entered into a debt settlement agreement~~ to ~~settle~~June ~~amounts~~30, ~~due~~2015, to the ~~attorney~~Company ofreceived $671,~~992~~139,995 byin ~~paying~~cash ain ~~total~~exchange offor ~~$45~~38,~~000~~379 ~~cash~~shares ~~payments. As~~of acommon ~~result,~~stock ~~the~~(average $26.05 ~~Company~~per ~~recorded~~share, arange ~~gain~~from on$2 ~~extinguishment~~per ofshare ~~debt~~to of $225,~~992~~000 per share).

On September 1223, ~~2012~~2014, the Company entered ~~issued~~into ~~10,625~~an ~~and~~Equity ~~2,750~~Purchase ~~shares~~Agreement inand ~~common~~Registration ~~stock~~Rights ~~value~~Agreement atwith ~~$857,500~~Tarpon ~~($64.00~~Bay ~~per~~Partners LLC ~~share~~(“Tarpon”) towhereby ~~settle~~Tarpon ~~amounts~~is ~~due~~obligated, toproviding the ~~former CEO~~Company ~~and~~has ~~former~~met ~~COO~~certain ofconditions including the ~~Company~~ filing of ~~$475,588~~a ~~and~~Form ~~$112,184,~~S-1 ~~respectively~~Registration ~~per~~Statement ~~debt~~for ~~settlement~~the ~~agreements.~~shares Asto abe ~~result~~acquired, to purchase up to $15,000,000 of the Company’s common ~~recorded~~stock aat ~~loss~~the onrates ~~extinguishment~~set offorth ~~debt~~in ofthe ~~$269,758~~Equity Purchase Agreement.

OnIn conjunction ~~September~~with ~~12,~~the ~~2012,~~Equity Purchase Agreement (note 9) the Company issued ~~16,908~~a ~~shares~~promissory innote ~~common~~(“Note”) ~~stock~~to ~~valued~~Tarpon atBay Partners LLC (“Tarpon”) for $1125,~~042~~000,~~620~~ ~~($61.60~~due on March 31, 2015, with 10% interest per ~~share)~~annum toas ~~settle~~consideration ~~accounts~~for ~~payable~~transaction costs ofincurred by Tarpon. The $~~182~~125,~~750~~000 ~~per~~of ~~debt~~transaction ~~settlement agreements.~~costs As(less arecovery ~~result~~of $4,340) ~~the~~are ~~Company~~treated ~~record~~as a ~~loss~~reduction onin ~~extinguishment~~additional paid-in ofcapital ~~debt~~since ofthe ~~$859,870~~transaction costs related to equity financing.

~~During~~On April 27, 2015, the ~~year~~promissory ~~ended~~note ~~June~~was ~~30,~~amended ~~2013,~~(“Amended Note”) as follows: (a) the Note and accrued interest is convertible into shares of common stock of the Company ~~settled~~at a ~~total~~conversion price equal to 70% of ~~$587,742~~the ~~due~~lowest toclosing ~~former~~bid ~~officers~~price for the 30 trading days preceding the conversion date and ~~$250,742~~(b) ~~with~~the 30maturity date is extended to December 31,~~283~~ ~~shares~~2016. ofThe ~~common~~Amended ~~stock~~Note was ~~valued~~recorded, at inception, at a fully accreted value of $1189,~~900,120 and~~139 ~~cash~~less ~~payment~~unamortized debt discount of $45189,~~000~~139. Additionally, the Amended Note was accounted for in accordance with ASC 815. The ~~Company~~variable ~~recorded~~conversion aprice ~~loss~~is not considered predominately based on ~~extinguishment~~a offixed ~~accounts~~monetary ~~payable~~amount ~~and~~settleable with a variable number of shares due to ~~former~~the ~~officers~~volatility and trading volume of ~~$1,106,636~~the Company’s ~~during~~common ~~the~~stock. ~~year~~The ~~ended~~Company’s convertible promissory note derivative liability has been measured at fair value at April 27, 2015 and June 3015, ~~2013~~2015 using the Black-Scholes model. The input into the Black-Scholes models are as follows:

13. SUBSEQUENT EVENTS

Conversion Price		$0.0039 - $0.0063
Risk free rate		0.05% - 0.072%
Expected volatility		181% - 205%
Dividend yield		0%
Expected life		1.55 – 1.68 years

~~Common~~As result ~~Stock~~of the Amended Note, the Company recorded a loss on extinguishment of debt of $210,971.

~~From~~On June ~~July 1~~15, ~~2014 to September 19~~ 2015, ~~2014~~however, the Company ~~issued~~and ~~406,665~~Tarpon ~~shares~~entered ofinto ~~common~~a ~~stock~~release toagreement ~~satisfy~~and ~~obligations~~agreed ~~under~~to ~~share~~terminate ~~subscription~~the ~~agreements~~Equity ~~for~~Purchase ~~$376~~Agreement,~~995~~ the Note and Amended Note. As consideration, the Company agreed to issue to Tarpon:

Stock Payable

	(iii)	3,074 shares of its common stock valued at $49,183 ($16 per share).

	(iv)	A warrant to purchase 1,927 shares of common stock valued $28,864 with an exercise price of $0.0001 per share and a legal life of 7 years. Input into the Black-Scholes model: risk free interest (2.11%), expected volatility (188%), expected life (7 years), no dividends, exercise price ($0.0001).

~~From~~As a ~~July~~result 1,of ~~2014~~the torelease ~~September~~agreement 19and mutual release of claims, ~~2014~~ the Company ~~received~~recorded gain on extinguishment of $81307,~~050~~328, inamortization of ~~cash~~debt indiscount ~~exchange~~of ~~for~~$189,139 aand ~~common~~change ~~stock~~in ~~payable~~fair value of ~~76,550~~derivative ~~shares~~liability of ~~common stock~~$147,133.

~~F-16~~On December 15, 2014, the Company issued 165 shares of common stock valued at $660,000 ($4,000 per share) to settle a debt of Oxford City Youth Football Club Limited in the amount of $306,599 (£195,000). As a result, the Company recorded a loss on debt settlement of $353,401. Oxford City Youth Football Club Limited is a 50% shareholder of Oxford City Football Club (Trading) Limited.

~~Table of Contents~~F-16

~~Item~~OXFORD CITY 9.FOOTBALL ~~Changes~~CLUB, ~~In and Disagreements with Accountants on Accounting and Financial Disclosure~~INC.

~~No events occurred requiring disclosure under~~NOTES ~~Item~~TO ~~304~~CONSOLIDATED ofFINANCIAL ~~Regulation S-K during the fiscal year ending June 30, 2014.~~STATEMENTS

~~Item~~From July ~~9A(T).~~1, ~~Controls~~2014 ~~and~~to ~~Procedures~~June 30, 2015, the Company issued 155 shares of common stock to satisfy obligations under share subscription agreements for $279,000.

AsFrom July ~~required~~1, by2013 ~~Rule~~to ~~13a-15~~June ~~under~~30, 2014, the ~~Securities~~Company received $4,500 in cash in exchange for 2 shares of common stock ($5,000 per share), ~~Exchange~~received ~~Act~~$7,000 in cash in exchange for 4 shares of ~~1934~~common stock ($2,300 weper ~~have~~share), ~~carried~~received ~~out~~$2,062,720 anin ~~evaluation~~cash in exchange for 1,030 shares of ~~the~~common ~~effectiveness~~stock ($2,000 per share), received $90,000 in cash in exchange for 50 shares of ~~our~~common ~~disclosure~~stock ~~controls~~($1,800 ~~and~~per share), ~~procedures~~received as$5,000 in cash in exchange for 3 shares of ~~the~~common stock ($1,740 per share), received $210,000 in cash for 150 ~~end~~shares of ~~the~~common ~~period~~stock ~~covered~~($1,400 byper ~~this~~share), ~~annual~~received ~~report~~$10,000 ~~being~~in ~~June~~cash 30in exchange for 8 shares of common stock ($1,340 ~~2014.~~per ~~This~~share), received ~~evaluation~~$833,500 ~~was~~in ~~carried~~cash ~~out~~in ~~under~~exchange ~~the~~for ~~supervision~~833 ~~and~~shares of common stock ($1,000 per share), received $40,000 in cash for exchange ~~with~~for ~~the~~44 ~~participation~~shares of ~~our~~common ~~management~~stock ($880 per share), ~~including~~received ~~our~~$163,000 ~~Chief~~in ~~Executive~~cash ~~Officer~~for exchange for 200 shares of common stock ($820 per share), received $5,000 in cash in exchange for 8 shares of common stock ($660 per share) and ~~Chief~~received ~~Financial~~$1,415,000 ~~Officer~~in cash for 4,700 shares of common stock ($300 per share).

~~Disclosure controls and procedures are controls~~From ~~and~~July ~~other~~1, ~~procedures~~2013 ~~that are designed~~ to ~~ensure~~June ~~that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded~~30, ~~processed~~2014, ~~summarized and reported, within~~ the ~~time~~Company ~~periods~~issued ~~specified~~188 inof ~~the~~common ~~Securities and~~stock ~~Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed~~ to ~~ensure~~ ~~that~~satisfy ~~information~~obligations ~~required to be disclosed in our company’s reports filed~~ under ~~the~~share ~~Securities~~subscription ~~Exchange Act of 1934~~agreements isfor ~~accumulated and communicated to management~~$343, ~~including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure~~230.

~~Based~~On August ~~upon that evaluation~~9, ~~including our Chief Executive Officer and Chief Financial Officer~~2013, wethe ~~have~~Company ~~concluded~~issued ~~that~~38 ~~our~~shares ~~disclosure~~of ~~controls~~common ~~and~~stock ~~procedures~~valued ~~were~~at ~~ineffective~~$6,445 ~~as of~~to ~~the~~satisfy ~~end~~obligations ofunder the ~~period~~April ~~covered~~29, by2013 Share ~~this~~Exchange ~~annual report~~Agreement.

~~Management’s Report on Internal Control~~Stock ~~over Financial Reporting~~Payable

~~Our management is responsible for establishing~~From ~~and~~July 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 301, 2014 ~~based on~~to 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~~2015, ~~our internal control over financial reporting was not effective. Our management identified~~ the ~~following~~Company ~~material~~received ~~weaknesses~~$3,050 in ~~our~~cash ~~internal~~in ~~control~~exchange ~~over~~for ~~financial reporting,~~a ~~which~~common ~~are~~stock ~~indicative~~payable of ~~many~~2 ~~small~~shares ~~companies with small staff: (i) inadequate segregation~~ of ~~duties and effective risk~~common ~~assessment;~~stock ~~and~~ (~~ii)~~an ~~insufficient~~average ~~written policies and procedures for accounting and financial reporting with respect to the requirements and application~~ of ~~both~~$2,000 USper ~~GAAP and SEC guidelines~~share).

~~We plan to take steps to enhance and improve~~From ~~the~~July ~~design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K~~1, we2013 ~~have not been able~~ to ~~remediate~~June ~~the~~30, ~~material weaknesses identified above. To remediate such weaknesses~~2014, ~~we hope to implement~~ the ~~following changes~~Company ~~during~~received ~~our fiscal year ending June 30~~$327,000 ~~2015:~~in ~~(i)~~cash ~~appoint~~in ~~additional~~exchange ~~qualified~~for ~~personnel~~a tocommon ~~address~~stock ~~inadequate~~payable ~~segregation~~ of ~~duties~~147 ~~and~~shares ~~ineffective~~of ~~risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial~~common ~~reporting.~~stock ~~The remediation efforts set out in~~ (i)$2,224 ~~and~~per ~~(ii~~share) ~~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~~Stock 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.Receivable

~~Item~~From July ~~9B.~~1, ~~Other~~2014 ~~Information~~to June 30, 2015, the Company issued 1,017 shares of common stock for a common stock receivable of $25,000 out of which $5,000 has been received and a balance of $20,000 is receivable as at June 30, 2015.

~~None~~Share Exchange Agreement

16On 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.

~~Table~~Pursuant to the terms of ~~Contents~~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.

~~PART~~As the ~~III~~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.

~~Item 10. Directors, Executive Officers and Corporate Governance~~Treasury Stock

~~The~~As of ~~following~~June ~~information~~30, ~~sets~~2015 ~~forth~~and ~~the names~~2014, ~~ages,~~ ~~and~~the ~~positions~~Company ofhas ~~our~~a ~~current~~treasury ~~directors~~stock ~~and~~balance ~~executive officers as~~ of ~~June 30~~$1, ~~2014~~338.

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

Stock-based Compensation

~~Set~~From July ~~forth~~1, ~~below~~2014 isto aJune ~~brief~~30, ~~description~~2015, of the ~~background~~Company ~~and~~issued ~~business~~600 ~~experience~~shares of ~~each~~common ofstock ~~our~~as ~~current~~stock-based ~~executive~~compensation ~~officers~~for ~~and~~the ~~directors~~services valued at $9,000.

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.F-17

~~His success at TAA led him towards the second~~OXFORD ~~acquisition~~CITY inFOOTBALL ~~his career~~CLUB, ~~this time by High Point Capital~~INC. 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~~NOTES asTO ~~one~~CONSOLIDATED ofFINANCIAL 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".STATEMENTS

~~Philip Clark. Mr. Clark is a~~From ~~Chartered~~July 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 & Material1, ~~Corp~~2014 ~~in the sporting goods and materials application sector from 2009~~ to ~~2012.~~June ~~From 2005 to 2008~~30, ~~Mr.~~2015 ~~Clark~~the ~~was~~Company aissued ~~senior~~59 ~~manager~~shares ~~and partner~~ of ~~Danziger~~common ~~Hochman~~stock ~~Partners LLP. From 1992~~ to ~~2005,~~investors ~~Mr.~~for ~~Clark~~various ~~was~~fees with a ~~manager,~~fair ~~then~~value ~~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~~$3, ~~Canadian public companies, government entities and owner-managed businesses~~662. ~~He articled with Ernst & Young, Chartered Accountants, and received a Bachelor of Commerce degree (Honors) from McMaster University in 1986.~~

17From July 1, 2013 to June 30, 2014 the Company issued 203 shares of common stock to investors for various fees with a fair value of $2,187,804.

~~Table~~On May 21, 2014, the Company issued 1 share of ~~Contents~~common stock of the Company for services valued at $20,000 ($20,000 per share).

~~Diana Lovera. Ms. Lovera has~~On ~~served~~June ~~as the Company’s Chief Operating Officer since January 2012. Prior to joining Oxford City Football Club~~4, ~~Inc.~~2014, ~~Ms. Lovera~~the ~~leveraged~~Company ~~her~~issued ~~expertise~~50 inshares ~~strategic~~of ~~planning,~~common ~~communications~~stock ~~and leadership development as Director~~ of ~~Sales~~the ~~and~~Company ~~Marketing in~~for aservices ~~manufacturing~~valued ~~organization~~at ~~from 2008 to 2011. Ms. Lovera also co-founded a non-profit organization~~$950,000 ~~Lambda Theta Alpha Latin Sorority~~($19,000 ~~Inc.~~per ~~Gamma Pi Division in 2003 to empower Latin women in achieving their highest potential~~share). 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.~~Related ~~His~~Party 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.transactions

~~Prior to Earth Thebault he was an Executive~~At atJune ~~Applied Printing Technology~~30, in2015 ~~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~~2014, ~~The Gap~~$256,340 ~~McGraw Hill,~~ and ~~Pearson Education~~$219, 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 Company316, ~~in New York~~respectively, NYis ~~from~~due ~~1982 – 1996. In 1987 transitioned from Production Manager~~ to the ~~President/Owner~~managing ~~with~~director ~~the purchase~~ of the ~~company~~Oxford ~~doing~~City aFootball ~~print business and from stationery to corporate brochures. He grew~~Club ~~the~~(Trading) ~~company~~Limited, ~~from $1.5 million in revenue~~ a ~~year~~subsidiary toof ~~$3.8~~the ~~Million~~Company. ~~Initiated~~The ~~and~~advances ~~maintained~~are ~~key~~non-interest ~~accounts with companies such as AT&T~~bearing, ~~Steinway~~ &unsecured ~~Sons, Diners Club, Staten Island University Hospitals, Rosenthal China,~~ and ~~the~~due 96on ~~office printing needs of Drake Bean Morin~~demand.

~~Term~~The Company entered into a commercial lease with Nick Havas, a specified shareholder, for the period from May 1, 2014 to April 30, 2015 for a total rental amount of ~~Office~~$85,200. The rent was prepaid in full at the inception of the lease.

~~Our~~On ~~Directors~~June ~~are~~25, ~~appointed~~2015, the Company issued a discounted promissory note of $2,000,000 for total proceeds of $20,000 in cash and a ~~one-year~~principal amount of $2,000,000 bearing ~~term~~a 15% annual interest rate and maturing June 25, 2017, to ~~hold~~Nick ~~office~~Havas, ~~until~~a specified shareholder of the ~~next~~Company. ~~annual~~The ~~general~~Company, ~~meeting~~at its ofoption ~~our~~only, ~~shareholders~~may upon five days prior written notice (i) prepay the promissory note and accrued interest in cash in whole or ~~until~~in ~~removed~~part ~~from~~(ii) ~~office~~prepay the promissory note in ~~accordance~~shares ~~with~~of ~~our~~common stock of the Company at 130% of the outstanding principal amount, ~~bylaws~~which includes accrued interest. ~~Our~~The ~~officers~~number ~~are~~of ~~appointed~~shares byissued ~~our~~is ~~board~~based ofon ~~directors~~the ~~and~~weighted ~~hold~~average ~~office~~price ~~until~~for ~~removed~~10 bydays immediately preceding (but not including) the ~~board~~repayment date. At June 30, 2015, the Note is recorded at a fully accreted value of $2,600,000 less unamortized debt discount of $2,351,872. This discounted promissory note has been accounted for in accordance with ASC 480 Distinguishing Liabilities from Equity. See Note 9.

Family Relationships

Opening balance at June 30, 2014	$	0
Cash advanced – June 25, 2015		20,000
Loss on issuance of promissory note		211,908
Fair value of the promissory note – June 25, 2015		231,908
Accretion of debt discount		16,220
Closing balance at June 30, 2015	$	248,128

~~Anthony~~Employment – ~~Guerriero~~On ~~and~~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. ~~are~~Pursuant to the terms and conditions of the Agreement, ~~father~~among other things GCE will act as our consultant through December 2015 and ~~son~~GCE will receive $950 per hour for services rendered. The total expense related to this agreement was $5,111,500 and $3,706,697 for the year ended June 30, 2015 and 2014, respectively.

~~Aside~~As of ~~from~~June ~~the above~~30, ~~there~~2015 ~~are~~and no2014, ~~family~~$8,132,337 ~~relationships between~~and ~~or among the directors~~$3,454,837 ~~executive~~of ~~officers~~total orofficer ~~persons~~compensation ~~nominated~~was orunpaid ~~chosen~~and byrecorded usas topayable, ~~become directors or executive officers~~respectively.

~~Involvement~~On December in1, ~~Certain~~2013 ~~Legal~~and ~~Proceedings~~2014, the Company executed consulting agreements (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, 2015 and will receive $3,000 per month for services rendered. The total expense related to this Agreement was $36,000 and $21,000 for the years ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and 2014, $3,000 and $0 of total compensation was unpaid and recorded as payable.

To14. ~~the~~GEOGRAPHIC 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.SEGMENTS

18Reconciliation of revenues for the year ended June 30, 2015 and long-lived assets at June 30, 2015 by country.

Table of Contents

	Revenues		Long-lived assets
United States	$	69,390	$	161,992
United Kingdom		547,749		41,216
Consolidated total	$	617,139	$	203,208

~~Committees~~Revenues are attributed to countries based on the location of the ~~Board~~customers.

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 charter15. ~~Our~~SUBSEQUENT ~~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.~~EVENTS

~~Our company does not have any defined policy~~On orAugust ~~procedural~~18, ~~requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that~~2015, ~~given~~ the ~~stage~~Company ofapproved ~~our development, a specific nominating policy would be premature~~ and ofeffected ~~little assistance until our business operations develop to~~ a ~~more advanced level. Our company does not currently have any specific or minimum criteria~~ 1-for-2000 ~~the~~reverse ~~election of~~stock ~~nominees~~split ~~to the board~~ of ~~directors~~issued and weoutstanding docommon ~~not~~stock, ~~have~~Series A ~~any~~Convertible ~~specific~~Preferred ~~process~~Stock orand ~~procedure~~Series ~~for~~B ~~evaluating~~Convertible ~~such~~Preferred ~~nominees~~Stock. ~~The~~Consequently, ~~board of directors will assess~~ all ~~candidates,~~share ~~whether~~information ~~submitted~~has bybeen ~~management~~revised orto reflect ~~shareholders,~~the ~~and~~reverse ~~make~~stock ~~recommendations~~split ~~for~~from ~~election or~~the ~~appointment~~Company’s inception.

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.F-18

~~Code~~OXFORD CITY ofFOOTBALL ~~Ethics~~CLUB, INC.

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

~~Item 11. Executive Compensation~~Common Stock

~~Summary~~From July ~~Compensation~~1, ~~Table~~2015 to September 30, 2015, the Company received $15,000 for cash in exchange for 15,000 shares of common stock.

~~The~~On August ~~table~~18, ~~below~~2015, ~~summarizes~~the ~~all~~Company ~~compensation awarded~~issued ~~to,~~516 ~~earned~~shares ~~by,~~of orcommon ~~paid~~stock toin ~~our~~conjunction ~~former~~with orthe ~~current~~1-for-2000 ~~executive~~reverse ~~officers~~stock ~~for~~split ~~the~~of ~~fiscal~~issued and ~~years~~outstanding ~~ended~~common ~~June 30~~stock, ~~2014~~Series A Convertible Preferred Stock and ~~2013~~Series B Convertible Preferred Stock due to rounding and fractional shares.

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	0 0	0 0	0 0	0 0	0 0	0 0	3,585,300 1,684,448	3,585,300 1,684,448
Philip Clark, CFO	2014 2013	0 0	0 0	0 0	0 0	0 0	0 0	21,000(1) 3,621(1)	21,000 3,621
Diana Lovera COO	2014 2013	0 0	0 0	0 0	0 0	0 0	0 0	100,397(2) 17,200(3)	100,397 17,200
Anthony Guerriero, Director of Marketing	2014 2013	0 0	0 0	0 0	0 0	0 0	0 0	0 0	0 0

Promissory Notes

(From July 2, 2015 to September 1), ~~Mr.~~2015, ~~Clark~~the ~~invoiced~~Company issued discounted promissory notes with an aggregate price of $21303,~~000~~800 ~~and~~in cash with an aggregate principal amount of $32,~~621for~~620,000 ~~the~~bearing ~~years~~a ~~ended~~15% ~~June~~annual ~~30,~~interest ~~2014~~rate and ~~2013~~maturing on the second anniversary date. The Company, ~~respectively~~at its option only, ~~for~~may ~~services~~upon hefive ~~incurred~~days ~~through~~prior awritten ~~company~~notice (i) prepay the promissory note and accrued interest in cash in whole or in part (ii) prepay the promissory note in shares of common stock of the Company at 130% of the outstanding principal amount, which heincludes accrued interest. The number of shares issued is abased ~~shareholder~~on ~~and~~the ~~director~~weighted average price for 10 days immediately preceding (but not including) the repayment date.

~~(2)~~From July ~~Ms.~~17, ~~Lovera~~2015 ~~invoiced~~to ~~$31~~August 28,~~133~~ 2015, the Company issued discounted promissory notes for consulting services ~~she~~received ~~incurred~~with ~~through~~an aggregate principal amount of $1,580,000 bearing a ~~company~~15% annual interest rate and maturing on the second anniversary date. The Company, at its option only, may upon five days prior written notice (i) prepay the promissory note and accrued interest in cash in whole or in part (ii) prepay the promissory note in shares of common stock of the Company at 130% of the outstanding principal amount, which ~~she~~includes accrued interest. The number of shares issued is abased ~~shareholder~~on ~~and~~the ~~director~~weighted average price for 10 days immediately preceding (but not including) the repayment date.

~~(3) Ms. Lovera prior to and after her appointment as COO received commissions and educational consulting fees.~~Conversion

~~Narrative~~On September ~~Disclosure~~23, 2015, the Company elected to prepay various promissory notes with principal totaling $6,200,000 in 801,900 shares of common stock. The promissory notes provide that the ~~Summary~~Company ~~Compensation~~may prepay the notes in common stock provided that any such prepayment ~~Table~~will amount to 130% of the principal amount, which amount includes all accrued interest. The conversion price of our prepayment is based on the Weighted Average Price for the ten (10) trading days immediately preceding (but not including) the applicable repayment date. On October 9, 2015, the issuance of the 801,900 shares of common stock was approved by the Board of Directors and not issued by the transfer agent.

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

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. On September 23, 2015, the Agreement was amended to cancel and remove from the accounting records of the Company all accruing compensation, including officer compensation payable of $8,132,337 recorded in the consolidated balance sheet at June 30, 2015, and to provide for an annual compensation of $500,000 per annum payable in monthly installments.

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.F-19

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

19NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Table~~16. ~~of Contents~~RESTATEMENT

~~Outstanding~~The ~~Equity~~Company ~~Awards~~has atrestated ~~Fiscal~~its ~~Year-End~~consolidated balance sheet, statement of operations, statement of stockholders’ deficit and statement of cash flows for the year ended June 30, 2014 to account for the following:

~~The~~1) ~~table~~Reduction ~~below~~of ~~summarizes~~accounts ~~all~~payable ~~unexercised options~~and accrued liabilities by $252,454 for liabilities of the non-controlling interest. 2) Shares of common stock were issued to various investors which were originally disclosed as issued for anti-dilution protection and no consideration. Subsequently, the Company determined that ~~has~~these ~~not~~shares ~~vested~~were issued for fees and reimbursements. As such, these shares were measured at their fair value of $2,187,804 on the date of issuance. 3) Reclassification of payments to non-controlling interest from investing activities to financing activities. 4) Reclassification of accounts payable and ~~equity~~accrued ~~incentive~~liabilities ~~plan~~to ~~awards~~loan ~~for~~payable ~~each~~and ~~named~~long-term ~~executive~~debt. ~~officer~~5) asReclassification of ~~June~~operating ~~30,~~expenses ~~2014~~to conform to the current period presentation.

~~OUTSTANDING~~A ~~EQUITY~~summary ~~AWARDS AT FISCAL YEAR-END OPTION AWARDS STOCK AWARDS Name Number~~ of ~~Securities~~the ~~Underlying~~effect ~~Unexercised Options (#) Exercisable Number~~ of ~~Securities~~the ~~Underlying~~restatements is ~~Unexercised~~as ~~Options (#) Unexercisable Equity Incentive Plan Awards~~follows: 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

	As Previously Reported			Restatement Adjustments			As Restated

Consolidated Balance Sheet – June 30, 2014
Account payable and accrued liabilities	$	366,401		$	(265,498	)	$	100,903
Loan payable	$	35,592		$	(3,406	)	$	32,186
Total current liabilities	$	4,092,596		$	(268,904	)	$	3,823,692
Long-term debt	$	716,308		$	16,450		$	732,758
Total liabilities	$	4,808,904		$	(252,454	)	$	4,556,450
Additional paid-in capital	$	9,766,126		$	2,187,804		$	11,953,930
Accumulated deficit	$	(11,924,623	)	$	(2,187,804	)	$	(14,112,427	)
Non-controlling interest	$	(607,043	)	$	252,454		$	(354,589	)
Total deficit	$	(2,289,808	)	$	252,454		$	(2,037,354	)

Consolidated Statement of Operations - For the Year Ended June 30, 2014
General and administrative	$	1,746,353		$	(122,306	)	$	1,624,047
Advertising	$	-		$	36,129		$	36,129
Event expenses	$	-		$	86,177		$	86,177
Stock-based fees	$	974,000		$	2,187,804		$	3,161,804
Net loss	$	(7,005,852	)	$	(2,187,804	)	$	(9,193,656	)
Net loss attributable to Oxford City Football Club, Inc.	$	(6,855,856	)	$	(2,187,804	)	$	(9,043,660	)
Comprehensive loss	$	(6,944,197	)	$	(2,187,804	)	$	(9,132,001	)


Consolidated Statement of Cash Flows - For the Year Ended June 30, 2014
Net loss	$	(7,005,852	)	$	(2,187,804	)	$	(9,193,656	)
Stock-based fees	$	974,000		$	2,187,804		$	3,161,804
Decrease in accounts payable and accrued liabilities	$	(333,575	)	$	(11,333	)	$	(344,908	)
Net cash used in operating activities	$	(3,757,211	)	$	(11,333	)	$	(3,768,544	)
Payment to non-controlling interest	$	(133,592	)	$	133,592		$	-
Net cash used in investing activities	$	(314,137	)	$	133,592		$	(180,545	)
Payment to loan payable	$	-		$	(3,252	)	$	(3,252	)
Payments to non-controlling interest	$	-		$	(119,008	)	$	(119,008	)
Net cash provided by financing activities	$	5,344,574		$	(122,260	)	$	5,222,314

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.F-20

~~Except as otherwise indicated, all shares are~~Item ~~owned~~9. ~~directly~~Changes ~~and~~In ~~the shareholders listed possesses sole voting~~ and ~~investment~~Disagreements ~~power~~ with ~~respect~~Accountants toon ~~the~~Accounting ~~shares~~and ~~shown.~~Financial ~~Unless otherwise indicated below, each entity or person listed below maintains an address of 10 Fairway Drive, Suite 302, Deerfield Beach, FL 33441.~~Disclosure

	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%		-		-%		-		-%

On August 13, 2015, De Joya Griffith, LLC notified the Company that one or more of its principals joined the accounting firm of RBSM, LLP. As a result of the transaction, on August 13, 2015, De Joya resigned as the Company’s independent registered public accounting firm and the Company engaged RBSM, LLP as the Company’s independent registered public accounting firm. The engagement of RBSM was approved by the Company’s Board of Directors.

Item 9A(1T). ~~Except~~Controls ~~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.Procedures

~~(2) Pursuant to Rules 13d-3 and 13d-5 of the~~Disclosure ~~Exchange~~Controls ~~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.Procedures

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

~~(4)~~As required ~~Includes~~by 10Rule 13a-15 under the Securities Exchange Act of 1934,~~000~~ 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,~~000~~ ~~shares~~being June 30, 2015. This evaluation was carried out under the supervision and with the participation of ~~common~~our ~~stock~~management, including our Chief Executive Officer and Chief Financial Officer.

20Disclosure 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.

~~Table~~Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were not effective as of ~~Contents~~the end of the period covered by this annual report.

~~Item~~Management’s Report ~~13.~~on ~~Certain~~Internal ~~Relationships~~Control ~~and~~over ~~Related~~Financial ~~Transactions,~~Reporting ~~and Director Independencee~~

~~Other~~Our management ~~than~~is ~~the~~responsible ~~transactions~~for ~~described~~establishing ~~below~~ and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the ~~heading~~Securities ~~“Executive~~Exchange ~~Compensation”~~Act ~~(or~~of ~~with~~1934). ~~respect~~Management tohas ~~which~~assessed ~~such~~the ~~information~~effectiveness isof ~~omitted~~our ininternal ~~accordance~~control over financial ~~with~~reporting ~~SEC~~as ~~regulations)~~of June 30, ~~since~~2015 ~~July~~based 1,on ~~2012~~criteria ~~there~~established ~~have~~in ~~not~~Internal ~~been,~~Control-Integrated ~~and~~Framework ~~there~~issued isby ~~not~~the ~~currently~~Committee ~~proposed~~of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, ~~any~~management ~~transaction~~concluded orthat, ~~series~~as of June 30, ~~similar~~2015, ~~transactions~~our tointernal ~~which~~control weover ~~were~~financial orreporting ~~will~~was benot aeffective. ~~participant~~Our management identified the following material weaknesses in our internal control over financial reporting, which ~~the~~are ~~amount~~indicative ~~involved~~of ~~exceeded~~many orsmall ~~will~~companies ~~exceed~~with ~~the~~small ~~lesser~~staff: (i) we do not have an audit committee of ~~$120,000~~the Board of Directors or ~~one~~a ~~percent~~financial ofexpert serving on the ~~average~~Board of ~~our~~Directors ~~total~~(ii) ~~assets~~inadequate atsegregation of ~~year-end~~duties ~~for~~and ~~the~~effective ~~last~~risk ~~two~~assessment; ~~completed~~and ~~fiscal~~(iii) ~~years,~~insufficient written policies and inprocedures ~~which~~for accounting and financial reporting ~~any~~with ~~director,~~respect ~~executive~~to ~~officer,~~the ~~holder~~requirements and application of 5%both orUS ~~more~~GAAP ofand ~~any~~SEC ~~class~~guidelines (iv) deficient design of our ~~capital~~management ~~stock~~information systems orand ~~any~~information ~~member~~technology ofbecause the ~~immediate~~potential ~~family~~for ofunauthorized access to certain information systems and software applications ~~any~~existed ofduring 2015 in several departments, including corporate accounting. Certain key controls for maintaining the ~~foregoing~~overall ~~persons~~integrity of ~~had~~systems orand ~~will~~data ~~have~~processing awere ~~direct~~not orproperly ~~indirect~~designed ~~material~~and ~~interest~~operating effectively.

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, 2012.21

OnWe plan ~~December~~to 1,take ~~2012,~~steps to enhance and improve the ~~Company~~design ~~executed~~of ~~a consulting~~our ~~agreement~~internal (control over financial reporting. During the ~~“Agreement”)~~period ~~with~~covered by ~~GCE~~this ~~Wealth~~annual report on Form 10-K, ~~Inc~~we have not been able to remediate the material weaknesses identified above. ~~(“GCE”)~~To remediate such weaknesses, awe ~~company~~hope ~~controlled~~to byimplement the following changes during our ~~CEO~~fiscal year ending June 30, ~~Mr.~~ ~~Thomas~~2016: ~~Guerriero.~~(i) ~~Pursuant~~appoint a financial expert to ~~the~~serve ~~terms~~on ~~and~~the ~~conditions~~Board of ~~the~~Directors ~~Agreement,~~(ii) ~~among~~appoint ~~other~~additional ~~things~~qualified ~~GCE~~personnel ~~will~~to ~~act~~address asinadequate ~~our~~segregation ~~consultant~~of duties, ~~through~~ineffective ~~December~~risk ~~2015~~management and ~~GCE~~deficient ~~will~~design ~~receive~~of ~~$950~~our ~~per~~management ~~hour~~information systems and information technology; and (iii) adopt sufficient written policies and procedures for ~~services~~accounting ~~rendered~~and financial reporting. The ~~total~~remediation ~~expense~~efforts ~~related~~set toout ~~this~~in ~~agreement was $3~~(i),~~585,300~~ (ii) and ~~$1,476,114~~(iii) ~~for~~are largely dependent upon our securing additional financing to cover the ~~years~~costs ~~ended~~of ~~June~~implementing ~~30,~~the ~~2014~~changes ~~and~~required. If ~~2013~~we are unsuccessful in securing such funds, ~~respectively~~remediation efforts may be adversely affected in a material manner.

AsThis annual report does not include an attestation report of ~~June~~our ~~30,~~independent ~~2014~~registered ~~and~~public ~~2013,~~accounting ~~$3,454,837~~firm ~~and~~regarding internal control ~~$1,241,194~~over offinancial ~~total~~reporting. ~~officer~~Management’s ~~compensation~~report was ~~unpaid~~not ~~and~~subject ~~recorded~~to asattestation ~~payable,~~by ~~respectively~~our independent 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.

~~On December 1, 2013, the Company executed a~~Item ~~consulting agreement (the “Agreement”) with Dorset Solutions Inc~~9B., ~~and~~Other 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.Information

~~Series A Convertible Preferred Stock~~None. 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.22

~~On March 21, 2013, we filed Articles of Amendment~~PART (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.III

~~We agreed to issue to Mr. Guerriero an additional~~Item ~~75,000 shares of common stock in connection with the sale of his membership interests in Oxford City Football Club, LLC~~10. ~~On August 9~~Directors, ~~2013,~~Executive ~~the~~Officers ~~Company~~and ~~issued~~Corporate ~~75,000 shares of common stock valued at $6,445 to satisfy obligations under the April 29, 2013 Share Exchange Agreement.~~Governance

21The following information sets forth the names, ages, and positions of our current directors and executive officers as of June 30, 2015.

Table of Contents

Name	Age	Principal Positions With Us
Thomas Anthony Guerriero	39	Chief Executive Officer and Director
Philip Clark	52	Chief Financial Officer
Anthony Guerriero	68	Director of Marketing
Sven Hall	63	Director
Tony Lindsay	61	Director
Yoseph Shalev	67	Director

~~Series B Convertible Preferred Stock.~~Set ~~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~~below ~~rights~~is ~~and~~a ~~preferences~~brief ofdescription ~~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~~background ~~of: i) the total number of shares of Common Stock which are issued~~ and ~~outstanding~~business atexperience ~~the time~~ of ~~voting,~~each ~~plus ii) the total number~~ of ~~shares~~our ~~of any~~current ~~Preferred~~executive ~~Stock~~officers ~~which are issued~~ and ~~outstanding at the time of voting~~directors.

~~Series~~Thomas Anthony BGuerriero. ~~Convertible~~Oxford ~~Preferred~~City ~~Stock~~FC’s ~~shall have~~President ~~anti-dilution~~and ~~protection~~CEO ~~such~~Mr. ~~that~~Thomas ~~any~~Anthony ~~issuance~~Guerriero has over fifteen years of ~~Common~~extensive upper ~~Stock~~executive orexperience. ~~other~~Mr. ~~financial~~Guerriero ~~instruments~~began ~~shall~~his ~~result~~career in anthe ~~equal~~financial ~~number of~~markets ~~shares~~in so1998, ~~issued~~and besoon ~~issued~~thereafter toearned the ~~Series~~position of BSenior ~~Convertible~~Vice ~~Preferred~~President ~~Stock~~of ~~shareholders~~the onsecurities adivision ~~pro-rated~~of ~~basis~~First toUnion ~~the~~(FTU: ~~number~~NYSE), one of ~~shares~~the largest institutions in the world with ~~then~~over ~~outstanding.~~$400 Ifbillion ~~anti-dilution~~in ~~protection~~client ~~ends~~assets. ~~for~~After ~~whatever~~First ~~reason,~~Union ~~then~~was ~~Holders~~acquired ofby ~~Series~~Wachovia, B(WB: ~~Convertible~~NYSE) ~~Preferred~~Mr. ~~Stock~~Guerriero ~~are entitled~~continued to ~~dividends~~build athis client ~~the~~base ~~rate~~and ofteam 6%through ~~per~~several ~~annum.~~institutions Onand ~~June~~think 30tanks, ~~2014~~eventually ~~and~~etching ~~2013,~~his ~~the~~name ~~Series~~in Bstone ~~Convertible~~industry ~~Preferred~~wide, ~~Stock~~by ~~holders~~becoming ~~are~~the ~~due~~CEO 13of a Member Firm,~~501,117~~ ~~and~~TAA. 0There ~~shares~~he gained the prestigious recognition of ~~common~~being ~~stock~~one of the ~~Company,~~youngest ~~respectively,~~individuals ~~for~~to ~~anti-dilution~~ever ~~protection~~head a member firm.

~~Series~~His success Bat ~~Convertible~~TAA ~~Preferred~~led ~~Stock~~him ~~have~~towards ~~a preference~~the second acquisition in ~~any~~his ~~liquidation~~career, ~~dissolution~~this ortime ~~winding~~by upHigh ofPoint ~~the~~Capital. ~~company~~Mr. inGuerriero’s anunique ability ~~amount~~to ~~equal~~create tounique $4systems ~~per~~both ~~share,~~technical ~~plus~~and ~~any~~fundamentally, ~~declared~~recruit, ~~but unpaid~~train, ~~dividends~~mentor, and ~~may,~~inspire individuals through his creative methodologies has led him to be known industry wide. His most recent acquisition was at ~~any~~the ~~time~~helm ~~after~~of 18Global ~~months,~~Wealth ~~have~~as CEO. ~~rights~~He was able to ~~convert~~maximize ~~each~~profitability ~~share~~and surpass all expectations in the face of ~~Series~~the Btoughest ~~Convertible~~economic ~~Preferred~~climate ~~Stock~~of our generation, ~~into~~leading ~~three~~towards ~~hundred~~the ~~(300)~~third ~~shares~~acquisition of ~~common~~his ~~stock~~career of Global Wealth and its Institute of Finance.

OnIn 2011, ~~November~~he 20was nominated, ~~2013~~accepted, weand ~~issued~~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 ~~total~~professional sports team. He became an owner of a professional basketball 80team,~~000~~ ~~shares~~the ofSpringfield ~~our~~Armor ~~newly~~in ~~designated~~the ~~Series~~NBA BD ~~Preferred~~league ~~Stock~~(The NJ Nets Affiliate). In 2012 he was named to ~~our~~the ~~officer~~Board ~~and~~of ~~director~~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 ~~Guerriero~~Edison State. He has held several professional licenses over the course of his career Series 7, inSeries ~~exchange~~63, Series 66, Series 24 licenses. Always looking for ~~the~~a challenge Mr. ~~transfer~~Guerriero is a former professional soccer player, climbed two of ~~his~~the ~~ownership~~seven summits, been featured in a major motion picture with Oliver Stone, been featured on television around the ~~Oxford~~world, ~~City~~and ~~Basketball~~is ~~Club~~a published author with “How To Understand & Master The Stock Market”, “How to Understand & Master Securities Laws & Regulations” and “Plan For Crisis”.

~~Voting~~Philip Clark. ~~Agreement~~Mr. ~~Effective~~Clark ~~July~~is ~~1, 2013,~~a ~~all~~Chartered ~~the~~Accountant ~~stockholders~~ and ~~directors~~Certified ofPublic ~~Oxford~~Accountant ~~City~~with ~~Football~~over ~~Club~~twenty ~~(Trading)~~years’ ~~Limited~~experience ~~entered into a Voting Agreement whereby~~in ~~the~~public ~~Company,~~accounting. aMost ~~49%~~recently ~~shareholder,~~he has ~~the~~served ~~right~~as tothe ~~appoint~~CFO ~~four~~for ~~Board~~a ~~members,~~publicly ~~Guerriero,~~traded ~~LLC, a~~ company ~~which~~American ~~our~~Rare ~~CEO~~Earths ~~and~~& ~~director~~Material, Corp isin the ~~sole~~sporting ~~member~~goods and 1%materials ~~shareholder~~application ofsector ~~the~~from ~~Company,~~2009 ~~has~~to ~~the~~2012. ~~right~~From 2005 to ~~appoint~~2008, ~~one~~Mr. ~~Board~~Clark ~~member~~was ~~and~~a ~~Oxford~~senior ~~City~~manager ~~Youth Football~~and ~~Club~~partner ~~Limited,~~of aDanziger ~~50%~~Hochman ~~shareholder,~~Partners ~~has~~LLP. ~~the~~From ~~right~~1992 to ~~appoint~~2005, ~~five Board members~~Mr. ~~Guerriero,~~Clark ~~LLC~~was ~~has~~a ~~agreed~~manager, tothen ~~appoint~~Partner, aand ~~Board~~then ~~Member~~Managing Partner asof ~~directed~~Mackay byLandau, ~~the~~Chartered ~~Company~~Accountants. InHe ~~the~~has ~~case~~also ofserved ~~all~~as ~~and~~Audit ~~any~~Committee ~~ties~~Chair inand ~~voting~~Director of ~~the~~a ~~Board~~Canadian ofcrown ~~Directors,~~corporation. Mr. ~~the~~Clark ~~Directors~~has ~~have~~experience ~~agreed~~in toaccounting ~~give the~~and ~~Managing~~auditing ~~Director~~SEC registrants, ~~who~~Canadian ispublic ~~currently Colin Taylor~~companies, ofgovernment ~~the~~entities ~~Company~~and ~~the authority to be the deciding vote~~owner-managed businesses. AsHe aarticled ~~result~~with ofErnst ~~the Voting~~& ~~Agreement~~Young, ~~the~~Chartered ~~Company~~Accountants, ~~controls~~and ~~greater~~received ~~than~~a ~~50%~~Bachelor of ~~the~~Commerce ~~votes~~degree on(Honors) ~~the~~from McMaster ~~Board~~University ofin ~~Directors~~1986. ~~of Oxford City Football Club (Trading) Limited~~Mr. InClark ~~accordance~~devotes ~~with~~a ~~ASC~~minimum ~~810,~~of ~~Consolidation~~20% ~~the~~of ~~Company~~his onworking ~~July~~time 1,to ~~2013 includes~~ the ~~accounts~~affairs of ~~Oxford~~our ~~City Football Club (Trading) Limited in its consolidated financial statements with a one month lag~~Company.

~~Item 14. Principal Accounting Fees and Services~~23

~~Below~~Anthony Guerriero. Mr. Guerriero is currently our director of marketing. He was the ~~table~~former Director of ~~Audit~~Marketing ~~Fees~~Earth ~~(amounts~~Thebault, a inDivision of Earth Color, Parsippany from January 2006 – to December 2008. There he created and managed this dual operation USrealizing a revenue income of $)13 ~~billed~~million/year, reducing costs by ~~our~~$1.3 ~~auditor~~million. inHis ~~connection~~role was to oversee all print Production & Quality Control. He contracted and maintained a client base with ~~the~~companies ~~audit~~such ofas ~~the~~HBO, ~~Company’s~~Sony, ~~annual~~Capital ~~financial~~One, ~~statements:~~Bristol Myers, American Express, Person Education, Margraw Hill, BBDO.

Year Ended June 30,	Audit Services $	Audit Related Fees $	Tax Fees $	Other Fees $
2013	34,200	5,000	8,800	0
2014	34,500	0	0	0

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.

~~PART~~Sven Hall. IVMr. Hall has years of experience in engineering and held several positions with Saab Scania AB, Saab Training Systems AB, Saab Scania Combitech AB and Saab Wood AB from 1975 to 1987. Most recently, from 2004 to the present, he has been the CEO for Ateco, a Swedish company in the fire alarm business.

~~Item~~Mr. Hall does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15.(d) ~~Exhibits,~~of ~~Financial~~the ~~Statements~~Exchange ~~Schedules~~Act or any company registered as an investment company under the Investment Company Act of 1940.

~~(a)~~Mr. Hall ~~Financial~~is ~~Statements~~qualified to serve on the Company’s Board of Directors because of his experience and ~~Schedules~~expertise in management. His initial term shall last until the next annual meeting of the shareholders or until removed by other action as allowed by the corporate bylaws.

~~The~~Tony Lindsay. ~~following~~From ~~financial~~2014 ~~statements~~to ~~and~~the ~~schedules~~present, Mr. Lindsay has been the owner of Silver Rain Investments LLC, a firm that helps clients ~~listed~~locate ~~below~~discounted ~~are~~homes ~~included~~for ininvestment ~~this~~purposes. ~~Form~~From ~~10-K~~2004 to the present, Mr. Lindsay has also been a real estate broker in Gig Harbor Washington.

~~Financial~~Mr. Lindsay ~~Statements~~does ~~(See~~not ~~Item~~hold 8and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

~~(b)~~Mr. Lindsay ~~Exhibits~~is qualified to serve on the Company’s Board of Directors because of his experience and expertise in real estate matters. His initial term shall last until the next annual meeting of the shareholders or until removed by other action as allowed by the corporate bylaws.

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).

Yoseph Shalev. Yoseph Shalev, MD, is currently Section Head of Cardiology for Wheaton Franciscan Health Care in St. Jospeh’s Hospital, Milwaukee, WI. A primary investigator for national and international grant-funded studies and co-investigator for many others. He lectures frequently on advances in managing congestive heart failure and acute ischemic syndromes. Dr. Yoseph Shalev is a reviewer for Sports Medicine, Catheterization and Cardiovascular Diagnosis, and Journal of the American College of Cardiology. He has published original articles and presented abstracts at scientific meetings of the American College of Cardiology and the American Heart Association, as well as abroad.

~~Incorporated~~Board certified byin ~~reference~~Cardiology, toInterventional ~~Registration~~Cardiology ~~Statement~~and onInternal ~~Form~~Medicine, ~~S-1~~Dr. ~~filed~~Shalev onhas ~~September~~also 2been Clinical Adjunct Associate Professor, ~~2008~~Department of Medicine at the University of Wisconsin School of Medicine and Public Health, Aurora Sinai/Aurora St. Luke’s Medical Canters, in Milwaukee, Wisconsin.

~~(2) Incorporated by reference to Current Report on Form 8-K filed on July 26, 2012~~24

~~(3)~~Dr. Shalev ~~Incorporated~~holds byan ~~reference~~M.D. toDegree from School of Medicine of the ~~Current~~Hebrew ~~Report~~University, onHadassah, ~~Form~~Jerusalem ~~8-K~~in ~~filed~~1973. onHe ~~December~~completed 7an internship from 1973 to 1974 at Kaplan Hospital, ~~2012~~Rehovot, Israel. He has a fellow in Cardiology, Clinical Cardiology and Interventional Cardiology from Kaplan Hospital, Rehovot, Israel, and University of Wisconsin Medical School (Milwaukee Clinical Campus), Sinai Samaritan Medical Center, Milwaukee, Wisconsin from 1984 to 1990.

~~(4)~~Dr. Shalev ~~Incorporated~~does bynot ~~reference~~hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the ~~Current~~Exchange ~~Report~~Act onor ~~Form~~subject ~~8-K~~to ~~filed~~the onrequirements ~~March~~of ~~27,~~Section ~~2013~~15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

22Dr. Shalev is qualified to serve on the Company’s Board of Directors because of his experience and expertise in teaching and developing curriculum. His initial term shall last until the next annual meeting of the shareholders or until removed by other action as allowed by the corporate bylaws.

~~Table~~ Term of ~~Contents~~Office

~~SIGNATURES~~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.

~~Pursuant to the requirements of Section 13~~Family ~~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.~~Relationships

~~Oxford~~Anthony Guerriero ~~City~~and ~~Football~~Thomas ~~Club,~~Guerriero ~~Inc~~are father and son.

~~/s/~~Aside from ~~Thomas~~the ~~Guerriero~~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.

~~Thomas~~Involvement in ~~Guerriero~~Certain Legal Proceedings

~~President~~To the best of our knowledge, ~~Chief~~during ~~Executive~~the ~~Officer~~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 ~~Director~~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.

~~Oxford~~Committees of ~~City~~the ~~Football Club, Inc.~~Board

~~/s/~~Our company ~~Philip~~currently ~~Clark~~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.

~~Philip~~Our company ~~Clark~~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.

~~Chief Financial Officer~~25

~~Pursuant~~A shareholder towho ~~the~~wishes ~~requirements~~to ofcommunicate ~~the~~with ~~Securities Exchange~~our ~~Act~~board of ~~1934,~~directors ~~this~~may ~~report~~do ~~has~~so ~~been~~by ~~signed~~directing ~~below~~a bywritten ~~the~~request ~~following~~addressed ~~persons~~to onour ~~behalf~~Chief Executive ofOfficer, ~~the~~Thomas ~~registrant~~Guerriero, ~~and~~at in the ~~capacities and~~address appearing on the ~~dates~~first ~~indicated~~page of this annual report.

~~/s/~~Code of ~~Thomas Guerriero~~ Ethics

~~Thomas~~As of ~~Guerriero~~June 30, 2015, 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.

~~President,~~Item 11. ~~Chief~~ Executive ~~Officer and Director~~Compensation

~~/s/~~Summary Compensation ~~Philip Clark~~ Table

~~Philip~~The table ~~Clark~~below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended June 30, 2015 and 2014.

Chief Financial Officer

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,		2015		0		0		0		0		0		0		5,111,500			5,111,500
CEO and Director		2014		0		0		0		0		0		0		3,706,697			3,706,697

Philip Clark,		2015		0		0		0		0		0		0		36,000	⁽¹⁾		36,000
CFO		2014		0		0		0		0		0		0		21,000	⁽¹⁾		21,000

Diana Lovera		2015		0		0		0		0		0		0		45,180	⁽²⁾		45,180
Former COO		2014		0		0		0		0		0		0		100,397	⁽²⁾		100,397

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