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: June 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                       258,282,747
   --------------------------------       -------------------------------------
               (Class)                    (Outstanding as of June 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                                              Page



  Item 1.Financial Statements:

         Condensed  Balance  Sheets  June 30,  2005  (unaudited)  and
         December 31, 2004 .................................................  3

         Unaudited  Condensed  Statements of Operations for the three
         and six months ended June 30, 2005 and 2004,  and cumulative
         from inception on September 17, 1987 through June 30, 2005 ........  4

         Unaudited  Condensed  Statements  of Cash  Flows for the six
         months  ended June 30, 2005 and 2004,  and  cumulative  from
         inception on September 17, 1987 through June 30, 2005 .............  5

         Statements  of   Stockholders'   Equity  from  inception  on
         September 17, 1987 through June 30, 2005 (unaudited) ........... 6 - 8

         Notes to Financial Statements (unaudited) 9 - 12

Item 2. Management's Discussion and Analysis or Plan of Operations ......... 13

Item 3.  Controls and Procedures............................................ 13

Part II  OTHER INFORMATION

Item 1.  Legal Proceedings.................................................. 14

Item 2.  Change in Securities............................................... 14

Item 3.  Defaults upon Senior Securities.................................... 14

Item 4.  Submission of Matters to a Vote of Security Holders................ 14

Item 5.  Other Information.................................................. 14

Item 6.  Exhibits and Reports on Form 8-K................................... 14

Signatures.................................................................. 15

                                       2
<PAGE>


PART I: FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)


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

<TABLE>
<CAPTION>

                                     ASSETS
                                                                June 30,    December 31,
                                                                    2005           2004
                                                             -----------    -----------
<S>                                                          <C>            <C>
Current Assets-
  Cash                                                       $     4,924    $        10
  Prepaid expenses                                                11,548         11,548
                                                             -----------    -----------

         Total  current assets                                    16,472         11,558
                                                             -----------    -----------

Other Assets
  Deposits                                                        10,700         10,700
                                                             -----------    -----------

         Total other assets                                       10,700         10,700
                                                             -----------    -----------

                                                             $    27,172    $    22,258
                                                             ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities
Convertible Debenture                                        $   314,881    $   346,563
Accounts payable                                                  71,720        194,105
Accrued liabilities                                              221,714        117,195
Loan Payable - non related                                        10,000           --
Shareholder advances                                              81,276         65,226
                                                             -----------    -----------

         Total  current liabilities                              699,592        723,089
                                                             -----------    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

     Common stock, par value $.001, 400,000,000 shares
     authorized, 155,267,239 issued and outstanding - 2004
     258,282,747 issued and outstanding - 2005                   258,282        155,267
     Paid-in capital                                             297,754        198,032
     Contributed capital                                          70,947         70,947
    (Deficit) accumulated during the development stage        (1,299,403)    (1,125,077)
                                                             -----------    -----------

        Total Stockholders' Equity (Deficit)                    (672,420)      (700,831)
                                                             -----------    -----------

                                                             $    27,172    $    22,258
                                                             ===========    ===========
</TABLE>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       3
<PAGE>


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


                                                                                                                        Cumulative
                                                                                                                           from
                                                                                                                       September 17,
                                                        Three Months Ended                 Six Months Ended             (Inception)
                                                               June 30,                          June 30,                    to
                                                 -------------------------------   ------------------------------          June 30,
                                                          2005             2004             2005             2004           2005
                                                 -------------    -------------    -------------    -------------    -------------
<S>                                               <C>               <C>              <C>              <C>              <C>
REVENUE- interest                                $        --      $        --      $        --      $        --      $       6,202
                                                 -------------    -------------    -------------    -------------    -------------

EXPENSES:
      General and administrative                        62,242          124,869          134,885          191,786          622,571
      Bad debts (including $262,002 to a
        related party)                                    --                                --                             281,002
      Beneficial conversion feature                     22,712                            37,737                            37,737
      Gain on settlement of debt                       (25,692)                          (25,692)                          (25,692)
      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                                        --                677             --                677            2,090
      Research and development                            --            152,392             --            197,941          280,487
      Amortization of financing costs                    6,660            1,563           13,319            1,563           27,382
      Interest                                           8,262            2,945           14,076            3,295           33,736
                                                 -------------    -------------    -------------    -------------    -------------

                   Total Expenses                       74,185          282,446          174,326          395,262        1,305,606
                                                 -------------    -------------    -------------    -------------    -------------

NET (LOSS)                                             (74,185)        (282,447)        (174,326)        (395,262)      (1,299,403)
                                                 =============    =============    =============    =============    =============

Basic and diluted net (loss) per common share             *                *                *                *
                                                 =============    =============    =============    =============

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                       258,282,747      142,801,180      258,282,747      145,484,514
                                                 =============    =============    =============    =============
</TABLE>


* less than $(.01) per share

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       4
<PAGE>

                              OXFORD VENTURES, INC.
                         ( a Development Stage Company)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                     Cumulative
                                                                                       from
                                                                                    September 17,
                                                                                         1987
                                                             Six months ended        (Inception)
                                                                 June 30,                to
                                                     --------------------------        June 30,
                                                            2005           2004          2005
                                                     -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>
OPERATING ACTIVITIES:

      Net (loss) from operations                     $  (174,326)   $  (395,262)   $(1,299,403)
                                                     -----------    -----------    -----------
 Adjustments to reconcile net (loss) to net
    cash used by operating activities:
        Changes in:
        Contributed capital                                 --           59,997         70,947
        Impairment loss provided by stock issuance          --             --              500
        Stock issued for services                           --             --           40,287
        Beneficial conversion feature                     37,737           --           37,737
        Amortization of deferred loan costs               13,319          2,240         27,382
    Changes in operating assets and liabilities:
         Prepaid expense                                    --           (8,670)       (11,548)
         Deferred charge                                    --           12,228           --
         Accounts payable                               (122,385)       106,898         88,885
         Accrued liabilities                             104,519         11,135        219,776
                                                     -----------    -----------    -----------

Total Adjustments                                         33,191        183,828        473,967
                                                     -----------    -----------    -----------

Net Cash (Used) by Operating Activities                 (141,135)      (211,434)      (825,436)
                                                     -----------    -----------    -----------

INVESTING ACTIVITIES:
      Increase in loans receivable                          --          (15,000)          --
      Equipment                                             --          (12,889)          --
      Increase in related party advances                    --         (255,800)          --
      Increase in deferred offering costs                   --          (71,511)          --
      Increase in financing costs                           --          (37,500)          --
      Increase in deposits                                  --             (100)       (10,700)
                                                     -----------    -----------    -----------

Net Cash (Used) by Financing Activities                     --         (392,800)       (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                           0        231,185        297,512
     Loan payable - nonrelated party                      10,000           --           10,000
     Shareholder advances and loans                       16,050         42,816         66,050
                                                     -----------    -----------    -----------

Net Cash From Financing Activities                       146,050        624,001        841,062
                                                     -----------    -----------    -----------

NET INCREASE IN CASH                                       4,914         19,767          4,924

CASH, beginning of period                                     10            872           --
                                                     -----------    -----------    -----------

CASH, end of period                                  $     4,924    $    20,638    $     4,924
                                                     ===========    ===========    ===========
Supplemental Schedule of Noncash
   Investing and Financing Activities:
Stock issued for loan reductions                            --             --      $    34,745
                                                                                   ===========
Exercise of convertible debt to stock                $   135,000           --      $   135,000
                                                     ===========                   ===========
Stock issued for offering costs                                                    $   350,000
                                                                                   ===========
Other Supplemental Information
Interest paid                                                                      $     3,482
                                                                                   ===========
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       5
<PAGE>



                              OXFORD VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                                                        (Deficit)
                                                                                                      Accumulated
                                            Common Stock                                  Stock       During the
                                      ----------------------   Paid-in   Contributed  Subscriptions   Development
                                          Shares     Amount    Capital     Capital     Receivable        Stage          Total
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------
<S>                                     <C>         <C>        <C>        <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                      -          -          -             -               -             -             -

                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------
Balance, December 31, 1992                      -          -          -             -               -             -             -
  Stock issued for services at par,
  January 5,  April 22 and October 22         812          1                                                                    1
  Net (loss) for the year                                                                                        (1)           (1)
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------
Balance, December 31, 1993                    812          1          -             -               -            (1)            -
  Stock issued for services at par,
  January 13, July 5                          101          -                                                                    -
  Net (loss) for the year             ----------- ---------- ---------- ------------- --------------- ------------- -------------
                                              913          1          -             -               -            (1)            -

Balance, December 31, 1994
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------

Balance, December 31, 1995                    913          1          -             -               -            (1)            -
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------

Balance, December 31, 1996                    913          1          -             -               -            (1)            -
  Stock issued for services @$11.94
  per share June 27 and July 31             2,579          2     30,784                                                    30,786
  Net (loss) for the year                                                                                   (30,786)      (30,786)
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------

Balance, December 31, 1997                  3,492          3     30,784             -               -       (30,787)            -
  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                                                     9,510
  Net (loss) for the year                                                                                    (9,510)       (9,510)
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------

                                       6
<PAGE>

STATEMENT OF STOCKHOLDERS' EQUITY - continued
                                                                                                        (Deficit)
                                                                                                      Accumulated
                                            Common Stock                                  Stock       During the
                                      ----------------------   Paid-in   Contributed  Subscriptions   Development
                                          Shares     Amount    Capital     Capital     Receivable        Stage          Total
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------
Balance, December 31,1998                 333,892        334     39,963             -               -       (40,297)            -

  Net (loss) for the year                                                                                   (12,050)      (12,050)
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------
Balance, December 31,1999                 333,892        334     39,963             -                       (52,347)      (12,050)

Stock issued at $.15 per share,
 October 12, 2000                         310,205        310     47,414                                                    47,724
 Contributed capital                                                            3,700                                       3,700
 Net (loss) for the year                                                                                    (45,751)      (45,751)
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------
Balance, December 31,2000                 644,097        644     87,377         3,700               -       (98,098)       (6,377)

Stock issued November 15, 2001 to
 acquire subsidiary company                32,500         33        468                                                       500
Stock issued for services at $.15
 per share on November 15 2001             16,250         16      2,484                                                     2,500
 Contributed capital                                                            4,950                                       4,950
 Net (loss) for the year                                                                                     (9,828)       (9,828)
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------

Balance, December 31, 2001                692,847        693     90,328         8,650               -      (107,926)       (8,255)

Conversion of subordinated convertible
 debentures on February 8, 2002, at
 $.00077 per share                     19,500,000     19,500     (4,500)                                                   15,000
Stock issued for services at $.0015
 per share on March 4, 2002             4,550,000      4,550      2,450                                                     7,000
 Contributed capital                                                            1,200                                       1,200
 Net (loss) for the year                                                                                    (22,348)      (22,348)
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------

Balance, December 31, 2002             24,742,847     24,743     88,278         9,850               -      (130,274)       (7,403)
Stock subscriptions @ $.03 per share
  on October 31, 2003                   7,800,000      7,800    232,200                      (132,185)                    107,815
Acquisition of assets @ zero

  December 2, 2003                    115,375,000    115,375   (115,375)                                                        -
Contributed capital                                                             1,100                                       1,100
Net (loss) for the year-restated                                                                           (102,558)     (102,558)
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------

Balance, December 31, 2003            147,917,847    147,918    205,103        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                           100,000        100     39,400                                                    39,500
 March 29, 2004                           150,000        150     59,350                                                    59,500
Stock issued for services at $.05 per
 share on May 18, 2004                  7,099,392      7,099    342,901                                                   350,000
Stock offering costs                                           (350,000)                                                 (350,000)
Contributed capital                                                            59,997                                      59,997
Stock offering costs                                                                                       (892,245)     (892,245)
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------

                                       7
<PAGE>

STATEMENT OF STOCKHOLDERS' EQUITY - continued
                                                                                                        (Deficit)
                                                                                                      Accumulated
                                            Common Stock                                  Stock       During the
                                      ----------------------   Paid-in   Contributed  Subscriptions   Development
                                          Shares     Amount    Capital     Capital     Receivable        Stage          Total
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------
Balance, December 31, 2004            155,267,239    155,267    198,032        70,947            --      (1,125,077)     (700,831)
(unaudited)
Conversion of subordinated
 convertible debentures on February
 11, 2005,-  at $.0038 per share        2,631,579      2,632      7,368          --              --            --          10,000
Conversion of subordinated
 convertible debentures on March 2,
 2005, at $.0079 per share              1,265,823      1,266      8,734          --              --            --          10,000
Conversion of subordinated
 convertible debentures on March 8,
 2005, at $.0047 per share              2,127,660      2,128      7,872          --              --            --          10,000
Conversion of subordinated
 convertible debentures on March 21,
 2005, at $.0040 per share              2,500,000      2,500      7,500          --              --            --          10,000
Conversion of subordinated
 convertible debentures on March 23,
 2005, at $.0040 per share              2,500,000      2,500      7,500          --              --            --          10,000
Conversion of subordinated
 convertible debentures on March 31,
 2005, at $.0035 per share              2,857,143      2,857      7,143          --              --            --          10,000
Beneficial conversion feature for
 first quarter                             15,025       --         --            --            15,025
Stock Equity Distribution Agreement
 draw   on April 1, 2005, at $.0052
 per share                              1,923,077      1,923      8,077          --              --            --          10,000
Stock Equity Distribution Agreement
 draw on April 2, 2005, at $.0044
 per share                              2,272,727      2,273      7,727          --              --            --          10,000
Conversion of subordinated
 convertible debentures on April 8,
 2005, at $.0030 per share              3,333,333      3,333      6,667          --              --            --          10,000
Stock Equity Distribution Agreement
  draw on April 26, 2005, at $.0025
  per share                             4,000,000      4,000      6,000          --              --            --          10,000
Conversion of subordinated
 convertible debentures on April 27,
  2005, at $.0019 per share             7,812,500      7,813      7,188          --              --            --          15,000
Conversion of subordinated
 convertible debentures on May 10,
 2005, at $.0012 per share              8,333,333      8,333      1,667          --              --            --          10,000
Conversion of subordinated
 convertible debentures on May 17,
 2005, at $.0008 per share             12,500,000     12,500    (2,500)          --              --            --          10,000
Conversion of subordinated
 convertible debentures on May 18,
 2005, at $.0008 per share             12,500,000     12,500     (2,500)         --              --            --          10,000
Conversion of subordinated
 convertible debentures on June 7,
 2005, at $.0005 per share             20,833,333     20,833    (10,833)         --              --            --          10,000
Conversion of subordinated
 convertible debentures on June 17,
 2005, at $.0006 per share             15,625,000     15,625     (5,625)         --              --            --          10,000
Beneficial conversion feature for
 second quarter                                                  22,713          --                                        22,713
Net (loss) for the period                                                                        --        (174,326)     (174,326)
                                      ----------- ---------- ---------- ------------- --------------- ------------- -------------

Balance, June 30, 2005 (unaudited)    258,282,747  $ 258,282  $ 297,754      $ 70,947  $        --    $  (1,299,403)  $ (672,420)
                                      =========== ========== ========== ============= =============== ============= =============
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       8
<PAGE>


                              OXFORD VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (Unaudited)

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 six months ended June 30, 2005 and 2004,  and cash
flows for the six months  ended June 30,  2005.  Operating  results  for the six
months ended June 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 June 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.

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:

                                       9
<PAGE>

Note 3. DEBT AND EQUITY FINANCING - continued

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 June 30, 2005, the Holder has converted $135,000 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 94,819,704  shares as of thru
June 30, 2005.

Stand By Equity Distribution Agreement

In May 2004, the Company  entered into a Standby Equity  Distribution  Agreement
with a private equity fund which provides,  among other things, that the Company
may, at its  discretion,  periodically  sells shares of common stock for a total
purchase price of up to  $10,000,000.  For each share of common stock  purchased
under the Standby Equity  Distribution  Agreement,  the private equity fund will
pay 95% of the lowest volume  weighted  average price of the common stock during
the five consecutive trading days immediately following the notice date.

As of June 30,  2005,  the fund has  purchased  $30,000  of stock.  As a result,
separately stated in the financials are the beneficial  conversion  amounts,  as
well as finance charges of $3,000.  The total amounts of shares  purchased under
this agreement are 8,195,804 shares as of June 30, 2005.


Note 4.  LEGAL PROCEEDINGS

On January 31,  2005, a Default  Judgment  was filed  against the Company in the
Superior Court of Maricopa County,  Arizona.  The judgment is for the benefit of
TGR  Properties,  LLC,  for damages  that have been  incurred as a result of the
termination of the operating lease of the facilities in Mesa, Arizona. The total
judgment is for  approximately  $57,144  which  includes  unpaid lease  rentals,
interest and penalties


                                       10
<PAGE>

NOTE 5.  OUTSTANDING OBLIGATIONS OF THE COMPANY

Substantially all of the recorded  obligations of the Company are past due as of
June 30,  2005,  on the basis of their  normal  payment  terms.  As a result the
Company has  settled  with  several of its vendors for less than their  balances
due. The Gain on  Settlement of Debt has been  reflected as a separately  stated
item in the  accompanying  financials.  For the six months  ended June 30, 2005,
this totaled $25,692.


NOTE 6.  LOAN PAYABLE

On June 30, 2005, the Company entered into a short term financing agreement with
an  unrelated  party for the amount of $10,000.  The terms of this loan  include
maturity on December 31, 2005 without interest, collateral or interim payments.


NOTE 7.  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 December  31, 2005 without  interest,  collateral  or
interim  payments.  As of  June  30,  2005,  the  outstanding  balance  of  this
obligation was $66,050.

                                       11
<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.  Front and rear  windows  have been
blacked out to create a total focus on the computer  monitor set in front of the
wind-shield,  right in front of the driver.  A "plug and play"  computer  system
serves as the engine that drives the video,  sound effects,  special effects and
the specific racing footage to which the driver must respond. As "drivers" brake
and steer,  those  commands are  reflected  in a force  feedback in the steering
wheel,  and the  actual  movements  of the car - which  can  replicate  braking,
banking,  turning and more. A hydraulic  system  moves the car up and down,  and
side to side to create a racing  experience that  accurately  reflects what it's
like to actually drive in a NASCAR race.

Computer  hardware  and  software  systems  that drive the  simulator  have been
hand-picked,  and  incorporate  both  off-the-shelf,  PC-based  software for the
racing action and customized software and hardware for the steering/acceleration
and hydraulic interface.

Xtreme Games also is currently utilizing a PC game steering wheel from Logitech.
This steering wheel is a proven  consumer-grade game steering wheel designed for
PC use. In conjunction with the exclusive technology designed by HanaHo Games on
behalf of Xtreme Games, the benefits to the simulator are:

     1. Hydraulic motion platform interface between the software and simulator.
     2. Forced feed-back to a racing steering column.
     3. Acceleration and braking interface between the software and simulator

The simulator will tilt on banked turns,  have a force feedback  steering wheel,
feature wind blowing and vibrations to simulate motion, spout smoke in the event
of a jarring  crash,  and more.  Thus,  drivers will  undergo an intensely  real
experience that closely mirrors driving in an actual NASCAR race.

In the sports bar  environment,  the  technology  is  available to tie the video
images in the car to  spectator  monitors in the  facility,  which can  generate
additional interest in using the simulator.

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
June  30,  2005,  the  Company  posted  a loss of  $74,185,  compared  to a loss
of$282,447 for the quarter ended June 30, 2004.


                                       12
<PAGE>

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

The  Company's  main focus  during the  quarter  ended June 30, 2005 has been to
develop the rights it owns to the Xtreme Games technology.

General & Administrative Expenses
---------------------------------

General and  administrative  expenses were $62,242 during the quarter ended June
30, 2005,  relating to advances to the entity which was supposed to maintain the
initial simulator, compared to $124,869 for the quarter ended June 30, 2004.

Research & Development Expenses
-------------------------------

Research and developmental  costs during the quarter ended June 30, 2005 were $0
compared to $45,549 for the quarter  ended March 31, 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 has  suffered  recurring  losses from  operations  and has a working
capital deficit of $739,061 (current assets less current liabilities).

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

Financing
---------

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
June 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.

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.

                                       13
<PAGE>

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.  CHANGE IN SECURITIES

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(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

               No Current Reports on Form 8-K were filed during the three months
               ended June 30, 2005


                                       14
<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:  August 15, 2005                       Oxford Ventures, Inc.


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


                                       15
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