UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


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

            For the quarterly period ended: September 30, 2005

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

            For the transition period from ____________ to ____________

                         Commission file number: 0-49670

                              OXFORD VENTURES, INC.
 -------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                                   Nevada n/a
 -------------------------------------------------------------------------------
        (State or other jurisdiction of (IRS Employee Identification No.)
                         incorporation or organization)

                    4538 South 140th Street, Omaha, NB 68137
                ------------------------------------------------
                    (Address of principal executive offices)

                                 (480) 924-4123
                           ---------------------------
                           (Issuer's telephone number)

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

    Common Stock, $0.001 par value                       399,999,740
   --------------------------------       -------------------------------------
               (Class)                    (Outstanding as of September 30, 2005)

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


                                       1

<PAGE>

                              OXFORD VENTURES, INC.
                                   FORM 10-QSB
                                      INDEX
                          (A Development Stage Company)
                                TABLE OF CONTENTS


Part I  FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                              Page
<S>                                                                          <C>
  Item 1.Financial Statements:

         Condensed  Balance  Sheets  September 30,  2005  (unaudited)  and
         December 31, 2004 ..................................................... 1

         Unaudited  Condensed  Statements of Operations for the three
         and nine months ended September 30, 2005 and 2004,  and cumulative
         from inception on September 17, 1987 through September 30, 2005 ....... 2

         Unaudited  Condensed  Statements  of Cash  Flows for the nine
         months  ended September 30, 2005 and 2004,  and  cumulative  from
         inception on September 17, 1987 through September 30, 2005 ............ 3

         Statements of Stockholders' Equity from inception on
         September 17, 1987 through September 30, 2005 (unaudited) ............. 4

         Notes to Financial Statements (unaudited) ............................. 5


Item 2. Management's Discussion and Analysis or Plan of Operations ............. 9


Item 3.  Controls and Procedures................................................ 9


Part II  OTHER INFORMATION


Item 1.  Legal Proceedings...................................................... 10


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds............ 10


Item 3.  Defaults upon Senior Securities........................................ 10


Item 4.  Submission of Matters to a Vote of Security Holders.................... 10


Item 5.  Other Information...................................................... 10


Item 6.  Exhibits and Reports on Form 8-K....................................... 10

Signatures...................................................................... 11
</TABLE>


<PAGE>

PART I: FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

<PAGE>

                              OXFORD VENTURES, INC.
                         ( a Development Stage Company)
                            CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
                                     ASSETS
                                                                            September 30,   December 31,
                                                                                2005            2004
                                                                             -----------    -----------
        Current Assets-
<S>                                                                          <C>            <C>
          Cash                                                               $      --      $        10
          Prepaid expenses                                                        11,548         11,548
                                                                             -----------    -----------
               Total  current assets                                              11,548         11,558
                                                                             -----------    -----------
        Other Assets
          Deposits                                                                10,700         10,700
                                                                             -----------    -----------
               Total other assets                                                 10,700         10,700
                                                                             -----------    -----------
                                                                             $    22,248    $    22,258
                                                                             ===========    ===========

                        LIABILITIES AND STOCKHOLDERS' EQUITY

        Current Liabilities
        Convertible Debenture                                                $   292,029    $   346,563
        Accounts payable                                                          83,999        194,105
        Accrued liabilities                                                      274,794        117,195
        Loan Payable - non related                                                40,000           --
        Shareholder advances                                                      55,376         65,226
                                                                             -----------    -----------
               Total  current liabilities                                        746,198        723,089
                                                                             -----------    -----------

        STOCKHOLDERS' EQUITY (DEFICIT)

             Common stock, par value $.001, 400,000,000 shares authorized,
             155,267,239 issued and outstanding - 2004
             340,396,080 issued and outstanding - 2005                           340,396        155,267
             Paid-in capital                                                     252,531        198,032
             Contributed capital                                                  70,947         70,947
             (Deficit) accumulated during the development stage               (1,387,824)    (1,125,077)
                                                                             -----------    -----------
               Total Stockholders' Equity (Deficit)                             (723,950)      (700,831)
                                                                             -----------    -----------
                                                                             $    22,248    $    22,258
                                                                             ===========    ===========
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                        1
<PAGE>

                              OXFORD VENTURES, INC.
                         ( a Development Stage Company)
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                                  Cumulative
                                                                                                                     from
                                                                                                                 September 17,
                                                                                                                      1987
                                                   Three Months Ended                 Nine Months Ended           (Inception)
                                                      September 30,                      September 30,                 to
                                              ------------------------------    ------------------------------    September 30,
                                                   2005            2004              2005            2004             2005
                                              -------------    -------------    -------------    -------------    -------------
                                                                (restated)                         (restated)
<S>                                           <C>              <C>             <C>              <C>              <C>
REVENUE- interest                             $        --      $       6,202    $        --      $       6,202    $       6,202
                                              -------------    -------------    -------------    -------------    -------------
EXPENSES:
      General and administrative                     69,746           67,901          204,631          259,687          692,317
      Bad debts (including $262,002 to a
      related party                                    --                                --                             281,002
      Beneficial conversion feature                   7,378                            45,115                            45,115
      Loss on abandonment of assets                    --                                --                               2,307
      Loss on value of equipment held for sale         --                                --                               9,684
      Equity in (loss) of unconsolidated
      subsidiary                                                                                                         34,301
      Depreciation                                     --                697             --              1,374            2,090
      Research and development                         --             20,841             --            218,782          280,487
      Amortization of financing costs                 6,659            1,562           19,978            3,125           34,041
      Interest                                        4,638           15,938           18,714           19,233           38,374
      Gain on settlement of debt                          0                           (25,692)
                                              -------------    -------------    -------------    -------------    -------------

     Total Expenses                                  88,421          106,938          262,746          502,200        1,394,026
                                              -------------    -------------    -------------    -------------    -------------

NET (LOSS)                                          (88,421)        (100,736)        (262,746)        (495,998)      (1,387,824)
                                              =============    =============    =============    =============    =============

Basic and diluted net (loss) per common share             *                *                *                *
                                              =============    =============    =============    =============
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                    340,396,080      142,801,180      340,396,080      146,378,958
                                              =============    =============    =============    =============
</TABLE>


*    less than $(.01) per share

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                        2
<PAGE>
                              OXFORD VENTURES, INC.
                         ( a Development Stage Company)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                                 Cumulative
                                                                                                                    from
                                                                                                                September 17,
                                                                                                                    1987
                                                                                        Nine months ended        (Inception)
                                                                                           September 30,             to
                                                                                   --------------------------   September 30,
                                                                                      2005           2004           2005
                                                                                   -----------    -----------    -----------
         OPERATING ACTIVITIES:

<S>                                                                                <C>            <C>            <C>
               Net (loss) from operations                                          $  (262,746)   $  (495,998)   $(1,387,824)
                                                                                   -----------    -----------    -----------
               Adjustments to reconcile net (loss) to net cash used by operating
                  activities:
                Changes in:
                Gain on settlement of debt                                             (25,692)                      (25,692)
                Contributed capital                                                                    59,997         70,947
                Impairment loss provided by stock issuance                                                               500
                Stock issued for services                                                                             40,287
                Beneficial conversion feature                                           84,038                        84,038
                Amortization of deferred loan costs                                     19,977                        34,040
                Depreciation and amortization                                                           6,061
              Changes in operating assets and liabilities:
                       Prepaid expense                                                    --           (5,418)       (11,548)
                       Deferred charge                                                    --           12,228           --
                       Accounts payable                                                (84,414)       144,053        126,856
                       Accrued liabilities                                             157,599         53,969        272,856
                                                                                   -----------    -----------    -----------
                Total Adjustments                                                      151,508        270,890        592,284
                                                                                   -----------    -----------    -----------
                Net Cash (Used) by Operating Activities                               (111,238)      (225,109)      (795,540)
                                                                                   -----------    -----------    -----------
         INVESTING ACTIVITIES:
               Increase in loans receivable                                                           (15,000)
               Equipment                                                                              (12,889)
               Increase in related party advances                                                    (255,800)
               Increase in deferred offering costs                                                    (78,475)
               Increase in financing costs                                                            (37,500)
               Increase in deposits                                                       --             (100)       (10,700)
                                                                                   -----------    -----------    -----------
                Net Cash (Used) by Financing Activities                                   --         (399,764)       (10,700)
                                                                                   -----------    -----------    -----------
          FINANCING ACTIVITIES:
              Net proceeds from subordinated convertible
              debentures                                                                90,000        350,000        437,500
              Net proceeds from stand by equity agreement                               30,000           --           30,000
              Proceeds from common stock, net                                          (38,923)       231,185        258,589
              Loan payable - nonrelated party                                           40,000           --           40,000
              Shareholder advances and loans                                            (9,850)        42,816         40,150
                                                                                   -----------    -----------    -----------
                Net Cash From Financing Activities                                     111,228        624,001        806,239
                                                                                   -----------    -----------    -----------
         NET INCREASE IN CASH                                                              (10)          (872)            (1)

         CASH, beginning of period                                                          10            872           --
                                                                                   -----------    -----------    -----------
         CASH, end of period                                                       $        (0)   $      --      $        (1)
                                                                                   ===========    ===========    ===========
         Supplemental Schedule of Noncash
            Investing and Financing Activities:
                Stock issued for loan reductions                                                                 $    34,745
                                                                                                                 ===========
                Exercise of convertible debt to stock                              $   164,512                   $   164,512
                                                                                   ===========                   ===========
                Stock issued for offering costs                                                                  $   350,000
                                                                                                                 ===========
         Other Supplemental Information
                Interest paid                                                                                    $     3,482
                                                                                                                 ===========
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                        3

<PAGE>

                              OXFORD VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>


                                                    Common Stock
                                             ----------------------------   Paid-in
                                                Shares          Amount       Capital
                                             ------------    ------------  ------------

<S>                                         <C>             <C>       <C>      <C>
Balance, at inception                                --      $     --      $       --
  Net (loss) for the year
                                             ------------    ----------    ------------
Balance, December 31, 1987                           --            --              --
  Net (loss) for the year
                                             ------------    ----------    ------------
Balance, December 31, 1988                           --            --              --
  Net (loss) for the year
                                             ------------    ----------    ------------
Balance, December 31, 1989                           --            --              --
  Net (loss) for the year
                                             ------------    ----------    ------------
Balance, December 31, 1990                           --            --              --
  Net (loss) for the year
                                             ------------    ----------    ------------
Balance, December 31, 1991                           --            --              --
  Net (loss) for the year
                                             ------------    ----------    ------------
Balance, December 31, 1992                           --            --              --
  Stock issued for services at par,
  January 5,  April 22
  and October 22                                      812             1
  Net (loss) for the year
                                             ------------    ----------    ------------
Balance, December 31, 1993                            812             1            --
  Stock issued for services at par,
  January 13, July 5                                  101          --
  Net (loss) for the year
                                             ------------    ----------    ------------
Balance, December 31, 1994                            913             1            --
  Net (loss) for the year
                                             ------------    ----------    ------------
Balance, December 31, 1995                            913             1            --
  Net (loss) for the year
                                             ------------    ----------    ------------
Balance, December 31, 1996                            913             1            --
  Stock issued for services @$11.94
  per share June 27
  and July 31                                       2,579             2          30,784
  Net (loss) for the year
                                             ------------    ----------    ------------
Balance, December 31, 1997                          3,492             3          30,784
  Stock issued in a private placement
   @ $.0.046 per share
   in August 1998, net of offering
   costs of $5,700                                330,400           331           9,179
  Net (loss) for the year
                                             ------------    ----------    ------------
Balance, December 31,1998                         333,892           334          39,963
  Net (loss) for the year
                                             ------------    ----------    ------------

Balance, December 31,1999                         333,892           334          39,963

 Stock issued at $.15 per share,
 October 12, 2000                                 310,205           310          47,414
 Contributed capital
 Net (loss) for the year
                                             ------------    ----------    ------------

Balance, December 31,2000                         644,097           644          87,377

Stock issued November 15, 2001 to
 acquire subsidiary company                        32,500            33             468
Stock issued for services at $.15
  per share on November 15 2001                    16,250            16           2,484
 Contributed capital
 Net (loss) for the year
                                             ------------    ----------    ------------

Balance, December 31, 2001                        692,847           693          90,328

Conversion of subordinated convertible
   debentures on February 8, 2002,
   at $.00077 per share                        19,500,000        19,500          (4,500)
Stock issued for services at
  $.0015 per share
  on March 4, 2002                              4,550,000         4,550           2,450
 Contributed capital
 Net (loss) for the year
                                             ------------    ----------    ------------

Balance, December 31, 2002                     24,742,847        24,743          88,278
Stock subscriptions
  @ $.03 per share
  on October 31, 2003                           7,800,000         7,800         232,200
Acquisition of assets @ zero
  December 2, 2003                            115,375,000       115,375        (115,375)
Contributed capital                                 1,100
Net (loss) for the year-restated
                                             ------------    ----------    ------------

Balance, December 31, 2003                    147,917,847       147,918         205,103

Collection of stock subscriptions
 Proceeds from stock issuance at
  $.40 per share
  net of offering costs of $1,000
  March 23, 2004                                  100,000           100          39,400
  March 29, 2004                                  150,000           150          59,350
Stock issued for services at $.05
  per share on May 18, 2004                     7,099,392         7,099         342,901
Stock offering costs                                                           (350,000)
Contributed capital
Stock offering costs                                                            (98,722)
Net (loss) for the year
                                             ------------    ----------    ------------

Balance, December 31, 2004                    155,267,239       155,267         198,032
(unaudited)
Conversion of subordinated convertible
   debentures on February 11, 2005,
   at $.0038 per share                          2,631,579         2,632           7,368
Conversion of subordinated convertible
   debentures on March 2, 2005,
   at $.0079 per share                          1,265,823         1,266           8,734
Conversion of subordinated convertible
   debentures on March 8, 2005,
   at $.0047 per share                          2,127,660         2,128           7,872
Conversion of subordinated convertible
   debentures on March 21, 2005,
   at $.0040 per share                          2,500,000         2,500           7,500
Conversion of subordinated convertible
   debentures on March 23, 2005,
   at $.0040 per share                          2,500,000         2,500           7,500
Conversion of subordinated convertible
   debentures on March 31, 2005,
   at $.0035 per share                          2,857,143         2,857           7,143
Beneficial conversion feature for first
quarter                                                                          15,025
Stock Equity Distribution Agreement draw
   on April 1, 2005, at $.0052 per share        1,923,077         1,923           8,077
Stock Equity Distribution Agreement draw
   on April 2, 2005, at $.0044 per share        2,272,727         2,273           7,727
Conversion of subordinated convertible
   debentures on April 8, 2005,
   at $.0030 per share                          3,333,333         3,333           6,667
Stock Equity Distribution Agreement draw
   on April 26, 2005, at $.0025 per share       4,000,000         4,000           6,000
Conversion of subordinated convertible
   debentures on April 27, 2005,
   at $.0019 per share                          7,812,500         7,813           7,188
Conversion of subordinated convertible
   debentures on May 10, 2005,
   at $.0012 per share                          8,333,333         8,333           1,667
Conversion of subordinated convertible
   debentures on May 17, 2005,
   at $.0008 per share                         12,500,000        12,500          (2,500)
Conversion of subordinated convertible
   debentures on May 18, 2005,
   at $.0008 per share                         12,500,000        12,500          (2,500)
Conversion of subordinated convertible
   debentures on June 7, 2005,
   at $.0005 per share                         20,833,333        20,833         (10,833)
Conversion of subordinated convertible
   debentures on June 17, 2005,
   at $.0006 per share                         15,625,000        15,625          (5,625)
Beneficial conversion feature for second
   quarter                                                                       22,713
Conversion of subordinated convertible
   debentures on July 14, 2005,
   at $.0003 per share                         33,333,333        33,333         (23,333)
Conversion of subordinated convertible
   debentures on September 1, 2005,
   at $.0004 per share                         25,000,000        25,000         (15,000)
Conversion of subordinated convertible
   debentures on September 8, 2005,
   at $.0004 per share                         23,780,000        23,780         (14,268)
Beneficial conversion feature for third
   quarter                                                                        7,378
Net (loss) for the period
                                             ------------    ----------    ------------

Balance, September 30, 2005 (unaudited)       340,396,080    $  340,396    $    252,531
                                             ============    ============  ============
</TABLE>

<TABLE>
<CAPTION>
                                                                        (Deficit)
                                                                       Accumulated
                                                          Stock        During the
                                             Contributed Subscription  Development
                                               Capital   Receivable      Stage         Total
                                               -------   ---------- -----------    ------------
<S>                                           <C>       <C>         <C>           <C>
Balance, at inception                          $  --     $   --     $      --      $       --
  Net (loss) for the year
                                               -------   --------   -----------    ------------
Balance, December 31, 1987                        --         --            --              --
  Net (loss) for the year
                                               -------   --------   -----------    ------------
Balance, December 31, 1988                        --         --            --              --
  Net (loss) for the year
                                               -------   --------   -----------    ------------
Balance, December 31, 1989                        --         --            --              --
  Net (loss) for the year
                                               -------   --------   -----------    ------------
Balance, December 31, 1990                        --         --            --              --
  Net (loss) for the year
                                               -------   --------   -----------    ------------
Balance, December 31, 1991                        --         --            --              --
  Net (loss) for the year
                                               -------   --------   -----------    ------------
Balance, December 31, 1992                        --         --            --              --
  Stock issued for services at par,
  January 5,  April 22
  and October 22                                                                              1
  Net (loss) for the year                                                    (1)             (1)
                                               -------   --------   -----------    ------------
Balance, December 31, 1993                        --         --              (1)           --
  Stock issued for services at par,
  January 13, July 5                                                                       --
  Net (loss) for the year
                                               -------   --------   -----------    ------------
                                                  --         --              (1)           --
Balance, December 31, 1994
  Net (loss) for the year
                                               -------   --------   -----------    ------------
Balance, December 31, 1995                        --         --              (1)           --
  Net (loss) for the year
                                               -------   --------   -----------    ------------
Balance, December 31, 1996                        --         --              (1)           --
  Stock issued for services @$11.94
  per share June 27
  and July 31                                                                            30,786
  Net (loss) for the year                                               (30,786)        (30,786)
                                               -------   --------   -----------    ------------
Balance, December 31, 1997                        --         --         (30,787)           --
  Stock issued in a private placement
   @ $.0.046 per share
   in August 1998, net of offering
   costs of $5,700                                                                        9,510
  Net (loss) for the year                                                (9,510)         (9,510)
                                               -------   --------   -----------    ------------
Balance, December 31,1998                         --         --         (40,297)           --
  Net (loss) for the year                                               (12,050)        (12,050)
                                               -------   --------   -----------    ------------

Balance, December 31,1999                         --                    (52,347)        (12,050)

 Stock issued at $.15 per share,
 October 12, 2000                                                                        47,724
 Contributed capital                             3,700                                    3,700
 Net (loss) for the year                                                (45,751)        (45,751)
                                               -------   --------   -----------    ------------

Balance, December 31,2000                        3,700       --         (98,098)         (6,377)

Stock issued November 15, 2001 to
 acquire subsidiary company                                                                 500
Stock issued for services at $.15
  per share on November 15 2001                                                           2,500
 Contributed capital                             4,950                                    4,950
 Net (loss) for the year                                                 (9,828)         (9,828)
                                               -------   --------   -----------    ------------

Balance, December 31, 2001                       8,650       --        (107,926)         (8,255)

Conversion of subordinated convertible
   debentures on February 8, 2002,
   at $.00077 per share                                                                  15,000
Stock issued for services at
  $.0015 per share
  on March 4, 2002                                                                        7,000
 Contributed capital                             1,200                                    1,200
 Net (loss) for the year                                                (22,348)        (22,348)
                                               -------   --------   -----------    ------------

Balance, December 31, 2002                       9,850       --        (130,274)         (7,403)
Stock subscriptions
  @ $.03 per share
  on October 31, 2003                                    (132,185)                      107,815
Acquisition of assets @ zero
  December 2, 2003                                                                         --
Contributed capital                                                                       1,100
Net (loss) for the year-restated                                       (102,558)       (102,558)
                                               -------   --------   -----------    ------------

Balance, December 31, 2003                      10,950   (132,185)     (232,832)         (1,046)

Collection of stock subscriptions                         132,185                       132,185
 Proceeds from stock issuance at
  $.40 per share
  net of offering costs of $1,000
  March 23, 2004                                                                         39,500
  March 29, 2004                                                                         59,500
Stock issued for services at $.05
  per share on May 18, 2004                                                             350,000
Stock offering costs                                                                   (350,000)
Contributed capital                             59,997                                   59,997
Stock offering costs                                                                    (98,722)
Net (loss) for the year                                                (892,245)       (892,245)
                                               -------   --------   -----------    ------------

Balance, December 31, 2004                      70,947       --      (1,125,077)       (700,831)
(unaudited)
Conversion of subordinated convertible
   debentures on February 11, 2005,
   at $.0038 per share                                                                   10,000
Conversion of subordinated convertible
   debentures on March 2, 2005,
   at $.0079 per share                                                                   10,000
Conversion of subordinated convertible
   debentures on March 8, 2005,
   at $.0047 per share                                                                   10,000
Conversion of subordinated convertible
   debentures on March 21, 2005,
   at $.0040 per share                                                                   10,000
Conversion of subordinated convertible
   debentures on March 23, 2005,
   at $.0040 per share                                                                   10,000
Conversion of subordinated convertible
   debentures on March 31, 2005,
   at $.0035 per share                                                                   10,000
Beneficial conversion feature for first
quarter                                                                                  15,025
Stock Equity Distribution Agreement draw
   on April 1, 2005, at $.0052 per share                                                 10,000
Stock Equity Distribution Agreement draw
   on April 2, 2005, at $.0044 per share                                                 10,000
Conversion of subordinated convertible
   debentures on April 8, 2005,
   at $.0030 per share                                                                   10,000
Stock Equity Distribution Agreement draw
   on April 26, 2005, at $.0025 per share                                                10,000
Conversion of subordinated convertible
   debentures on April 27, 2005,
   at $.0019 per share                                                                   15,000
Conversion of subordinated convertible
   debentures on May 10, 2005,
   at $.0012 per share                                                                   10,000
Conversion of subordinated convertible
   debentures on May 17, 2005,
   at $.0008 per share                                                                   10,000
Conversion of subordinated convertible
   debentures on May 18, 2005,
   at $.0008 per share                                                                   10,000
Conversion of subordinated convertible
   debentures on June 7, 2005,
   at $.0005 per share                                                                   10,000
Conversion of subordinated convertible
   debentures on June 17, 2005,
   at $.0006 per share                                                                   10,000
Beneficial conversion feature for second
   quarter                                                                               22,713
Conversion of subordinated convertible
   debentures on July 14, 2005,
   at $.0003 per share                                                                   10,000
Conversion of subordinated convertible
   debentures on September 1, 2005,
   at $.0004 per share                                                                   10,000
Conversion of subordinated convertible
   debentures on September 8, 2005,
   at $.0004 per share                                                                    9,512
Beneficial conversion feature for third
   quarter                                                                                7,378
Net (loss) for the period                                              (262,746)       (262,746)
                                               -------   --------   -----------    ------------

Balance, September 30, 2005 (unaudited)        $70,947   $   --     $(1,387,824)   $   (723,950)
                                               =======   ========   ===========    ============
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                        4
<PAGE>
                              OXFORD VENTURES, INC.


Note 1. BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited condensed financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation of the
Company's financial position as of June 30 2005 and the results of its
operations for the three and nine months ended September 30, 2005 and 2004, and
cash flows for the nine months ended September 30, 2005. Operating results for
the nine months ended September 30, 2005 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2005.

These condensed financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Company's Form 10K-SB
for the year ended December 31, 2004.

Note 2.  ACCOUNTING POLICIES AND PROCEDURES

Loss per Common Share

Basic loss per common share has been calculated based upon the weighted average
number of common shares outstanding during the period in accordance with the
Statement of Financial Accounting Standards Statement No. 128, "Earnings per
Share" after giving effect to all stock splits. Diluted loss per share has not
been presented as the effect of including all potentially issuable common shares
would be anti-dilutive. As of September 30, 2005, all shares issued and
outstanding have been considered in the computation of loss per share, since the
shares issued in 2005 have been issued at a nominal price.

Note 3. DEBT AND EQUITY FINANCING

Convertible Debenture Agreement

In May 2004, the Company entered into an agreement with a private equity fund
which provides, among other things, that it is receive bridge financing relating
to a 5%, convertible security to be issued to an investment banking firm,
totaling up to $500,000. Of that total, all $500,000 was received as of March
31, 2005. Total fees of $102,500 are to be withheld from the total disbursements
indicated; $37,500 for the security holder and legal fees of $65,000, leaving
the Company with a net amount of $397,500.

                                       5
<PAGE>

In the event the Company exercises its redemption of either all or a portion the
Convertible Debenture, the Holder shall receive a warrant to purchase fifty
thousand (50,000) shares of the Company's Common Stock for every One Hundred
Thousand U.S. Dollars (US$100,000) redeemed. The Warrant shall be exercisable on
a "cash basis" and have an exercise price equal to the Conversion Price that the
Holder is entitled to as set forth below:

The Holder is entitled, at its option, to convert, and sell on the same day, at
any time and from time to time, until payment in full of this Debenture, all or
any part of the principal amount of the Debenture, plus accrued interest, into
shares (the "Conversion Shares") of the Company's common stock, par value
US$.001 per share ("Common Stock"), at the price per share (the "Conversion
Price") equal to the lesser of (a) an amount equal to one hundred twenty percent
(120%) of the volume weighted average price of the Common Stock as listed on a
Principal Market (as defined herein), as quoted by Bloomberg L.P. (the "VWAP")
as of the date hereof, or (b) an amount equal to eighty percent (80%) of the
lowest VWAP of the Company's Common Stock, as quoted by Bloomberg, LP (the
"Closing Bid Price"), for the five (5) trading days immediately preceding the
Conversion Date (as defined herein).

Included in this convertible debenture is a contingent conversion option which
does not permit the Company to compute the number of shares that the holder
would receive until the contingent event occurs and the conversion price is
adjusted. Accordingly, the Company will defer recognition of the incremental
intrinsic value of the conversion feature until the contingency event occurs

The Warrant shall have "piggy-back" and demand registration rights and shall
survive for two (2) years from the Closing Date. All of the Company's assets
will collateralize the convertible security on a first priority basis. The note
can be called should the Company become insolvent.

As of September 30, 2005, the Holder has converted $164,512 of this debt to
stock. As a result, separately stated in the financials are the beneficial
conversion amounts. The total amount of shares converted are 176,933,037 shares
as of September 30, 2005.

NOTE 4.  LOAN PAYABLE

On September 30, 2005, the Company entered into a short term financing agreement
with an unrelated party for the amount of $48,500. The Company made an interim
payment on the balance of $8,500. The terms of this loan include maturity on
December 31, 2005 without interest, collateral or interim payments.

NOTE 5.  RELATED PARTY TRANSACTIONS

During the period ended June 30, 2005, the Company entered into a short term
loan agreement with a stockholder for the amount of $75,000. The terms of this
loan include maturity on

                                       6
<PAGE>

December 31, 2005 without interest, collateral or interim payments. As of
September 30, 2005, the outstanding balance of this obligation was reduced to
$40,150. Also owed to the brother- in- law of the president of the Company are
advances to the Company of $15,226, as of September 30, 2005.

NOTE 6.  SUBSEQUENT EVENT

Entry into a Material Definitive Agreement

On October 12, 2005, Oxford Ventures, Inc. (the "Registrant") entered in a
Securities Purchase Agreement (the "Securities Purchase Agreement") to issue
secured convertible debentures to Highgate House Funds, Ltd. ("Highgate") and
Prenox, LLC ("Prenox") in an amount of up to $15,000,000 and to issue Highgate
and Prenox warrants for up to 5,000,000 shares of the Registrant's common stock
for a period of five years with an exercise price of $0.01 (the "Warrants").
Also on October 12, 2005, Oxford issued a $10,000,000 secured convertible
debenture to Prenox and a $3,000,000 secured convertible debenture (together,
the "Debentures") to Highgate as well as the Warrants. The Registrant has used
the majority of the proceeds from the Debentures to extend a loan, described
below, to Uluru Inc. ("Uluru"). The shares underlying the Warrants shall be
included on a registration statement, described below, to be filed by the
Registrant with the Securities and Exchange Commission. In exchange for the
purchase of the Debentures, the Registrant granted Highgate and Prenox a
security interest in all of its assets, including any assets the Registrant
acquires while the Debentures are outstanding, and has agreed to issue shares of
common stock in an amount equal to five times the gross proceeds of the
Debentures to be held in escrow in the event of a default under the Debentures
(the "Escrow Shares").

The Debentures have a term of two years from the date of issuance and bear an
interest of ten percent per annum. The Registrant may redeem the Debentures at
any time prior to their maturity at a price equal to 120% of the face amount
redeemed plus any accrued interest. Highgate and Prenox may at their option
convert all or some of the Debentures plus any accrued and unpaid interest into
shares of the Registrant's common stock at the price of $1.50 per share.

On October 12, 2005, the Registrant entered into a Bridge Loan and Control Share
and Pledge Security Agreement, (the "Bridge Loan Agreement") with Uluru and
Kerry P. Gray. Pursuant to the Bridge Loan Agreement, the Registrant loaned
Uluru $10,700,000 in exchange for a secured debenture (the "Uluru Debenture").
In addition to granting the Uluru Debenture, Uluru granted a security interest
in its assets (the "Security Interest") to Oxford and Mr. Gray pledged Uluru
shares representing 54.5% of Uluru's capital stock to Oxford (the "Pledged
Shares"). To entice Highgate and Prenox to enter into the Securities Purchase
Agreement, Oxford assigned the Security Interest and the Pledged Shares to
Prenox and Highgate pursuant to a Collateral Assignment Agreement entered into
between the Registrant, Highgate and Prenox.

On October 12, 2005, the Registrant entered into a Standby Equity Distribution
Agreement ("SEDA") with Cornell. Under the SEDA, Cornell committed to purchase
over the course of two

                                       7
<PAGE>

years from the date of the effectiveness of a registration statement described
below up to $30,000,000 of the Registrant's common stock in increments of up to
$1,000,000 (each such increment, an "Advance"). The purchase price for this
common stock shall be 97% of the lowest daily volume weighted average price of
the common stock during the five consecutive trading days after notice is given
requesting an Advance.

The Registrant shall file a registration statement with the Securities and
Exchange Commission to register the resale of the Registrant's common stock
issued to Cornell pursuant to the SEDA. The registration statement shall also
include the shares of common stock underlying the Warrants and the Escrow
Shares. The Registrant shall continuously maintain the effectiveness of the
registration statement for a period of twenty four (24) months after its
effective date.

 On October 12, 2005, the Registrant entered into an Agreement and Plan of
Merger and Reorganization (the "Merger Agreement") with Uluru by and among the
Registrant, Uluru, and Uluru Acquisitions Corp., a wholly-owned subsidiary of
the Registrant ("Merger Corp."). Under the Merger Agreement, Merger Corp. will
merge with and into Uluru, as a result of which Registrant will acquire all of
the issued and outstanding shares of Uluru and Uluru will become a wholly-owned
subsidiary of the Registrant (the "Merger").

In connection with the Merger, the holders of Uluru common stock, will receive
11,000,000 shares of the Registrant's common stock, approximately forty percent
of the shares of Common Stock of the Registrant on a fully diluted basis after
giving effect to the Merger, and the shareholders of Registrant immediately
prior to the Merger will retain 1,000,000 shares of common stock of Registrant,
representing approximately four percent of the shares of Common Stock of Oxford
on a fully diluted basis after giving effect to the Merger.

 After giving effect to the Merger, the shares of common stock into which the
Debentures are convertible and the Warrants, the Registrant will have 28,000,000
shares of common stock issued and outstanding.

After giving effect to the Merger, and pending approval of the Registrant's
shareholders, the Board of Directors of the Registrant will consist of five
members. Simultaneously with the resignation of the current officer and director
of the Registrant, a new Board of Directors will be appointed as determined by
Uluru, with Highgate and Prenox appointing one member of the five new members of
the Board of Directors. All securities issued pursuant to the Merger will be
"restricted" stock and be subject to all applicable re-sale restrictions
specified by federal and state securities laws.

Although we have a definitive agreement, it has not been consummated as of yet
and any of the above conditions may be subject to change.

Payments of Oxford Debt by Uluru

Since September 30, 2005, Uluru, as a part of the merger agreement above, has
paid several outstanding debts, including the Convertible Debenture of $292,029
and accrued interest, Shareholder loans of $40,150, and loan payable of $40,000.

                                       8

<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operations

The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties. There are several important factors that
could cause actual results to differ materially from historical results and
percentages and results anticipated by the forward-looking statements. The
Company has sought to identify the most significant risks to its business, but
cannot predict whether or to what extent any of such risks may be realized nor
can there be any assurance that the Company has identified all possible risks
that might arise. Investors should carefully consider all of such risks before
making an investment decision with respect to the Company's stock.

Plan of Operation

The Company has the rights to the Xtreme Games' technology. Xtreme Games is a
NASCAR simulator comprised of a full-size NASCAR racecar body, complete with a
roll cage and safety net. The Company is not currently pursuing business
opportunities involving the Xtreme Games' technology. Instead, as noted in its
Current Reports filed with the Securities and Exchange Commission on October 18,
2005 and September 13, 2005, the Company is considering merging with Uluru Inc.,
a company specialty pharmaceutical company focused on the development of a
portfolio of topical delivery technologies. If the merger occurs, the Company
will adopt Uluru Inc.'s business.

Discussion and Analysis of Financial Condition

The Company has incurred annual operating losses since its inception related
primarily to development general administration costs. During the quarter ended
September 30, 2005, the Company posted a loss of $88,421, compared to a loss of
$100,736 for the quarter ended September 30, 2004.

The Company's main focus during the quarter ended September 30, 2005 has been to
bring about the proposed merger with Uluru Inc.

General & Administrative Expenses

General and administrative expenses were $69,746 during the quarter ended
September 30, 2005, relating to advances to the entity which was supposed to
maintain the initial simulator, compared to $67,901 for the quarter ended
September 30, 2004.

Research & Development Expenses

Research and developmental costs during the quarter ended September 30, 2005
were $0 compared to $20,841 for the quarter ended September 30, 2004. The
decrease in 2005 resulted from the Company's inability to raise enough capital
for operations.

Liquidity And Capital Resources

Since inception, the Company has financed its operations from private financing.
The company had suffered recurring losses from operations and had a working
capital deficit at September 30, 2005 of $746,198 (current assets less current
liabilities).

The majority of the Company's accounts payable are past due and the company is
currently insolvent.

Financing

As of September 30, 2005, the Company has been unable to obtain adequate
financing with which to pay its current and past due obligations, and therefore
has decided to seek other business options including a merger with another
Company. If no successful merger or other options are found, the Company's plans
to turn control over to the major creditor.

ITEM 3. CONTROLS AND PROCEDURES

The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules 13a-14(c) of the Securities Exchange Act of 1934) as of
September 30, 2005 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrants and their consolidated subsidiaries is recorded,
processed , summarized and reported within the time periods specified by the
SEC' s rules and forms, particularly during the period in which this quarterly
report has been prepared.

                                       9
<PAGE>

The registrants' principal executive officers and principal financial officer
have concluded that there were no significant changes in the registrants'
internal controls or in other factors that could significantly affect these
controls subsequent to Sept. 30, 2004 the date of their most recent evaluation
of such controls, and that there was no significant deficiencies or material
weaknesses in the registrant's internal controls.

PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On June 29, 2004, a complaint was filed against the Company in the County Court,
Denver County, Colorado. The complaint alleges that the Company used a telephone
facsimile machine, computer or other device to send unsolicited advertisements
to the facsimile machine of Cache Valley Electric without having obtained the
prior express permission or invitation to do so. The plaintiff in the action
seeks recovery of up to $15,000. The Company filed an answer to the complaint on
July 29, 2004, does not believe that the complaint has merit. The Company
believes it will be successful in defending against the claim.

The Company was unable to pay the last 6 months on its lease obligation in Mesa,
Arizona and legal action was taken by the lessor for collection of back lease
rentals, interest and penalties. This action was subsequently reduced to
judgment in January 2005, for $57,144.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES

Pursuant to a Securities Purchase Agreement that we entered into with Cornell
Capital Partners, LP on May 18, 2004, we issued a Secured Convertible Debenture
to Cornell Capital Partners, LP in the amount of $500,000 that was convertible
up to 177,083,333 shares of our common stock. In the three-month period ended
September 30, 2005, Cornell elected to convert $29,512 of the Secured
Convertible Debenture in exchange for 82,113,333 shares of our common stock. As
we issued these shares to Cornell to reduce our debt obligations, there were no
proceeds to us.

With respect to the sale of these securities, all transactions were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 and
Regulation D under that Act. The purchaser had access to sufficient information
regarding us so as to make an informed investment decision. More specifically,
we had a reasonable basis to believe that the purchaser was an "accredited
investor" as defined in Regulation D of the Act had the requisite sophistication
to make an investment in our securities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

3.1.1   (a)       Articles of Incorporation dated September 17, 1987
3.1.2   (a)       Articles of Amendment dated December 17, 1990
3.1.3   (a)       Articles of Amendment dated April 16, 1993
3.1.4   (a)       Articles of Amendment dated August 19, 1999
3.1.5   (a)       Articles of Amendment dated March 13, 2000
3.1.6   (a)       Articles of Amendment dated January 30, 2002
3.2     (a)       Bylaws
31                Section 302 Certification of CEO and CFO
32                Section 906 Certification of CEO and CFO
--------------

(a) Included as an Exhibit to Oxford Ventures, Inc.'s registration statement on
Form 10-SB dated March 8, 2002.

(b) Reports on Form 8-K

We filed Current Reports on Form 8-K during or since the three months ended
September 30, 2005 on October 18, 2005 and September 13, 2005.

                                       10
<PAGE>

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: November 16, 2005                       Oxford Ventures, Inc.


                                             /s/ Daniel K. Leonard
                                             ----------------------------------
                                             Daniel K. Leonard
                                             President




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