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


                                 FORM 10-QSB/A
                                 First Amended

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

                  For the quarterly period ended: June 30, 2004

     [ ]  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)

                 4655 East Ivy Street, Suite 101, Mesa, AZ 85215
                -------------------------------------------------
                    (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                     148,017,847
   --------------------------------      ----------------------------------
               (Class)                    (Outstanding as of June 30, 2004)

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


                                       1
<PAGE>


                              OXFORD VENTURES, INC.
                          (A Development Stage Company)
                                   FORM 10-QSB/A

                                      INDEX







                                TABLE OF CONTENTS


Part I Financial Information                                               Page

Item 1. Financial Statements:

         Condensed Balance  Sheets-Restated June 30, 2004 (unaudited)
         and December 31, 2003 ............................................. 3

         Unaudited  Condensed  Statements of Operations for the three
         and six months ended June 30, 2004 and 2003, and cumulative

         from  inception  on  September  17,  1987  through  June 30,
         2004-Restated ..................................................... 4

         Unaudited  Condensed  Statements  of Cash  Flows for the six
         months ended June 30, 2004 and 2003,  and  cumulative  from
         inception   on   September   17,  1987   through   June  30,
         2004-Restated ..................................................... 5

         Statements  of   Stockholders'   Equity  from  inception  on
         September     17,    1987     through    June    30,    2004
         unaudited-restated) ...............................................6-7

         Notes to Financial Statements (unaudited) .........................8-10

Item 2.  Management's Discussion and Analysis or Plan of Operation.......... 11

Item 3.  Controls and Procedures............................................ 12

Part II  OTHER INFORMATION

Item 1.  Legal Proceedings.................................................. 12

Item 2.  Change in Securities............................................... 12

Item 3.  Defaults upon Senior Securities.................................... 12

Item 4.  Submission of Matters to a Vote of Security Holders................ 12

Item 5.  Other Information.................................................. 12

Item 6.  Exhibits and Reports on Form 8-K................................... 13

Signatures.................................................................. 13

                                       2
<PAGE>

Part I Financial Information

   Item 1. Financial Statements:

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

                                                  June 30,     December 31,
                                                    2004            2003
                                            --------------- ---------------
                           ASSETS              (unaudited)     Restated
                           ------               Restated
Current Assets-
  Cash                                       $       20,637  $          872
  Loan receivable                                    15,000
  Prepaid expenses                                    8,670
  Deferred charge                                                    12,228
                                            --------------- ---------------
         Total  current assets                       44,307          13,099
                                            --------------- ---------------

Equipment, at cost                                   12,212
                                            --------------- ---------------
Other Assets
  Related party advances                            255,800
  Deferred offering costs                            71,511
  Deferred financing costs, net                      35,937
  Deposits                                           10,700          10,600
                                            --------------- ---------------
                                                    373,948          10,600
                                            --------------- ---------------
                                             $      430,467  $       23,699
                                            =============== ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
Accounts payable                             $       92,017  $            -
Accounts payable- related parties                    14,881
Accrued liabilities                                  16,135           5,000
Shareholder advances                                 62,561          19,745
                                            --------------- ---------------
        Total  current liabilities                  185,594          24,745
                                            --------------- ---------------
Convertible Debenture                               350,000
                                            --------------- ---------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

     Common stock                                   148,167         147,918
     Paid-in capital                                363,850         205,103
     Contributed capital                             10,950          10,950
     Subscriptions receivable                                      (132,185)
    (Deficit) accumulated during the
        development stage                          (628,094)       (232,832)
                                            --------------- ---------------
         Total Stockholders' Equity (Deficit)      (105,127)         (1,046)
                                            --------------- ---------------
                                             $      430,467  $       23,699
                                            =============== ===============

                 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,
                                                                                                                 1987
                                                                                                             (Inception)
                                                   Three Months Ended               Six Months Ended              to
                                                         June 30,                        June 30,              June 30,
                                             ------------------------------ ------------------------------ --------------
                                                    2004            2003            2004           2003          2004
                                             -------------- --------------- -------------- --------------- --------------
                                                                                 restated                       Restated
<S>                                                 <C>            <C>             <C>             <C>            <C>
REVENUE                                       $           -  $            -  $           -  $            -  $           -
                                             -------------- --------------- -------------- --------------- --------------

EXPENSES:
   General and administrative                       124,869           2,384        191,786           3,543        319,330
   Equity in (loss) of unconsolidated subsidiary                                                                   34,301
   Depreciation                                         677                            677                            677
   Research and development                         152,392                        197,941                        268,923
   Amortization of financing costs                    1,563                          1,563                          1,563
   Interest                                           2,945                          3,295                          3,300
                                             -------------- --------------- -------------- --------------- --------------

               Total Expenses                       282,446           2,384        395,262           3,543        628,094
                                             -------------- --------------- -------------- --------------- --------------

NET (LOSS)                                    $    (282,446) $       (2,384) $    (395,262) $       (3,543) $    (628,094)
                                             ============== =============== ============== =============== ==============

BASIC NET (LOSS) PER COMMON SHARE                    *              *               *              *
                                             ============== =============== ============== ===============

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                    148,167,847      24,742,847    148,084,515      24,742,847
                                             ============== =============== ============== ===============
</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
                                                                                      (Inception)
                                                            Six Months Ended               to
                                                                 June 30,               June 30,
                                                     ----------------------------- ----------------
                                                            2004           2003            2004
                                                     -------------- -------------- ----------------
                                                          Restated                       Restated
<S>                                                          <C>              <C>            <C>
OPERATING ACTIVITIES:
   Net (loss) from operations                         $    (395,262) $      (3,543) $      (628,094)
        Contributed capital                                  59,997            600           70,947
        Impairment loss provided by stock issuance                                              500
        Stock issued for services                                                            40,287
        Depreciation and amortization                         2,240                           2,240
        Adjustments to reconcile net (loss) to net
          cash used by operating activities:
        Changes in:
               Prepaid expense                               (8,670)                         (8,670)
               Deferred charge                               12,228                               -
               Accounts payable                             106,898           (203)         106,898
               Accrued liabilities                           11,135          1,250           16,135
                                                     -------------- -------------- ----------------
Net Cash (Used) by Operating Activities                    (211,435)        (1,896)        (399,758)
                                                     -------------- -------------- ----------------
INVESTING ACTIVITIES:
     Increase in loans receivable                           (15,000)                        (15,000)
     Increase in equipment                                  (12,889)                        (12,889)
     Increase in related party advances                    (255,800)                       (255,800)
     Increase in deferred offering costs                    (71,511)                        (71,511)
     Increase in financing costs                            (37,500)                        (37,500)
     Increase in deposits                                      (100)                        (10,700)
                                                     -------------- -------------- ----------------
Net Cash (Used) by Financing Activities                    (392,800)                       (403,400)
                                                     -------------- -------------- ----------------
 FINANCING ACTIVITIES:
     Proceeds from subordinated convertible debentures      350,000                         365,000
     Shareholder advances and loans                          42,816          1,896           62,561
     Proceeds from common stock,net                         231,185        396,234
                                                     -------------- -------------- ----------------

Net Cash From Financing Activities                          624,001          1,896          823,795
                                                     -------------- -------------- ----------------

NET INCREASE IN CASH                                         19,766              -           20,637

CASH, beginning of period                                       872                               -
                                                     -------------- -------------- ----------------
CASH, end of period                                   $      20,637  $           -  $        20,637
                                                     ============== ============== ================
Supplemental Schedule of Noncash
   Investing and Financing Activities:
Stock issued for loan reductions                                                    $        34,745
                                                                                   ================
</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                                 -         -         -             -             -            -         -
  Net (loss) for the year
                                                ------------ --------- --------- ------------- ------------- ------------ ---------
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
  Net (loss) for the year
                                                ------------ --------- --------- ------------- ------------- ------------ ---------

Balance, December 31, 1995                               913         1         -             -             -           (1)        -
  Net (loss) for the year
                                                ------------ --------- --------- ------------- ------------- ------------ ---------
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       330     9,180                                              9,510
  Net (loss) for the year                                                                                          (9,510)   (9,510)
                                                ------------ --------- --------- ------------- ------------- ------------ ---------

                                       6
<PAGE>

STATEMENT OF STOCKHOLDERS' EQUITY - continued
                                                ------------ --------- --------- ------------- ------------- ------------ ---------
Balance, December 31,1998                            333,892       333    39,964             -             -      (40,297)        -
  Net (loss) for the year                                                                                         (12,050)  (12,050)
                                                ------------ --------- --------- ------------- ------------- ------------ ---------
Balance, December 31,1999                            333,892       333    39,964             -                    (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       692    90,329         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    24,742    88,278         9,850             -     (130,274)   (7,403)
Stock subscritions @ $.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   147,917   205,104        10,950      (132,185)    (232,832)   (1,046)
(unaudited-restated)
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
Net (loss) for the quarter                                                                                       (395,262) (295,262)
                                                ------------ --------- --------- ------------- ------------- ------------ ---------

Balance June 30, 2004 (unaudited-restated)       148,167,847 $ 148,167 $ 363,850  $     10,950 $           -  $  (628,094)$(105,127)
                                                ============ ========= ========= ============= ============= ============ =========
</table>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       7
<PAGE>

                              OXFORD VENTURES, INC.

NOTES TO FINANCIAL STATEMENTS (unaudited-restated)

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,  2004  and the  results  of its
operations  and cash flows for the three and six months  ended June 30, 2004 and
2003 have been made.  Operating  results for the six months  ended June 30, 2004
are not necessarily  indicative of the results that may be expected for the year
ended December 31, 2004.

These  condensed  financial  statements  should be read in conjunction  with the
financial  statements  and notes thereto  contained in the Company's Form 10-KSB
for the year ended December 31, 2003.

Note 2. RESTATED FINANCIAL STATEMENTS

In the  originally  filed Form 10-KSB for the year ended  December 31,  2003,the
Company had  classified the acquired R&D costs of $70,982 as  "Distributions  in
excess of legally stated  capital".  Because it later determined that such costs
were more  appropriately  R&D  expenses,  the  initial  classification  has been
changed  retroactively to that period.  Therefore,  the  accompanying  financial
statements   include  the  effect  of   restating   as  of  December  31,  2003,
"Distributions in excess of legally stated capital" of $70,982,  a stockholders'
equity  account in the audited  balance  sheet,  as a research  and  development
expense relating to the technology acquired in the last quarter of 2003.

In  addition,  the value of the common  stock  issued to parties  related to and
including  the  CEO/President  of the  Company  to  acquire  the R&D,  which was
originally  stated at $443,750,  has been restated  retroactively as of December
31, 2003 to par value of $115,375.  The cost of R&D related to the shares issued
was reduced to zero,  representing the historical carrying value of the acquired
R&D.

The effect of these  restatements  on the December  31, 2003  audited  financial
statements  was to reduce the net loss for the year from  $475,326 to  $102,558,
resulting in a decrease in net loss per share from $.01 to less than $.01. There
was no net  effect on  shareholders'  equity as of  December  31,  2003,  as the
increase  in the loss of $70,982  was offset by the  elimination  of the account
"Distributions  in  excess  of  legally  stated  capital"  of  $70,982,  and the
reduction  in value of the common stock of $443,750 was offset by a reduction in
net loss of the same amount.  Therefore, R&D expense for 2003 and from inception
was reduced from $443,750 to $70,982.

The affect on cumulative net loss and cash flows from inception through June 30,
2004,   resulting  from  the  above  restatement,   has  been  included  in  the
accompanying financial statements.

The audited  statement of  stockholders'  equity has also been  restated to give
affect to several  stock splits which  occurred on January 4, 2002 (reverse of 1
for 200),  December 19, 2004  (forward  3.25 for 1) and March 1, 2004 (forward 4
for 1).

                                       8
<PAGE>

NOTES TO FINANCIAL STATEMENTS - continued

Note 3. DEBT FINANCING

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,  $350,000  was received as of June 30,
2004, and the balance is payable during and at the conclusion of the filing of a
registration statement which is currently in process. 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:

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.

The Company is obligated to register the resale of the  Conversion  Shares.  The
note is redeemable  at any time for 120% of the  outstanding  balance  including
accrued interest. The note can be called should the Company become insolvent.

Note 4. EQUITY FINANCING

The aforementioned private equity fund is to commit to purchase up to 10 million
dollars  of  common  stock  over the  course  of 24  months  after an  effective
registration of the shares. The purchase price of the common stock is set at 95%
of the market price.  The Company is to issue upon the successful  completion of
its pending registration statement, a restricted stock certificate for 6,896,552
common shares valued at $340,000,  as additional  consideration  for the standby
equity distribution agreement which was completed at closing in May, 2004. It is
also  obligated  to  issue  a  restricted  stock  certificate  to  a  registered
broker-dealer  for 202,840 shares in connection with their advice concerning the


                                       9
<PAGE>

NOTES TO FINANCIAL STATEMENTS - continued

standby equity distribution  agreement.  The restrictions will be removed if and
when the registration  statement the Company is in the process of filing on Form
SB-2 becomes effective.

Note 5. Deferred Offering Costs

The Company  incurred  legal,  accounting  and filing  costs  totaling  $71, 511
relating to the  filing,  on Form SB-2,  of a  registration  statement  with the
Securities and Exchange  Commission.  If the offering is successful  these costs
will  reduce  the  proceeds  of the  offering,  if  unsuccessful,  they  will be
expensed.

Note 6. DEFERRED FINANCING COSTS

In connection with the issuance of a convertible  debenture on May 18, 2004, the
Company  was charged as of June 30,  2004,  $37,500 of fees based on $350,000 of
principal  draws on the note as of that date.  These  costs are being  amortized
ratably  over the 3 year term of the note.  The entire note  balance and accrued
interest are due May 17, 2007, if no conversion to common stock has occurred.

Note 7. RELATED PARTY ADVANCES

The Company  advanced a total of $255,800 to a related  party for the purpose of
insuring  that  certain  leasehold  improvements  in a sports  grille owned by a
related party would be completed to enable the Company to eventually install and
utilize, for revenue generating purposes, its initial completed racecar prior to
commercial  production.  The  Company  concluded  that it will not  acquire  the
facility,  but rather seek repayment on conditions which may include  collateral
and a date certain for repayment.

Note 8. ADVANCES FROM SHAREHOLDERS

Of the total amount of funding the  investment  banker had committed to raise of
$1,500,000  as of December  31, 2003,  it had provided a total of  approximately
$400,000,  including  $100,000 received in the first quarter of 2004 for 250,000
shares of common  stock,  and $60,000  received in the second  quarter which was
classified  as paid in capital  representing  funds  contributed  for shares the
investment banker received directly from shareholders of the Company.

Note 9. DEPRECIATION

Equipment is being depreciated ratably over a useful life of 5 years.

Note 10. SUBSEQUENT EVENTS

Note Receivable- Rev's Sports Grille

In November  2004,  the Company  obtained a promissory  note dated April 8, 2004
from Rev' Sports Grille ( Rev's @ 101, LLC) an Arizona limited liability company
(Maker), which included the following terms for repayment of the advances:

Monthly  payments of interest  only at 5% of  outstanding  principal to commence
April 6, 2006,  with  principal  and any accrued  interest to be paid in full by
March 8, 2009.  Collateral  for the note  consists of a  non-recourse  pledge of
certain  membership  interests in Maker made by  principals  of Maker,  however,
there is no personal liability of any principals of Maker, including the failure
to observe any of the note covenants.

                                       10
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Oxford  believes  that the second  generation  simulator  reached  technological
feasibility,  and is ready for Beta testing.  Oxford  anticipates being ready to
roll out the simulator with relatively little additional development work in the
4th Quarter 2004. The costs of continuing  development of the initial  prototype
simulator and of the second  generation  simulator have been significant and the
efforts expended considerable.

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,  2004,  the  Company  posted a loss of  $282,446  compared to a loss of
$112,817  for the quarter  ended March 31, 2004 and a loss of $2,384 for quarter
ended June 30, 2003.

The  Company's  main focus  during the  quarter  ended June 30, 2004 has been to
develop the business of marketing and distributing race car simulator games.

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

General and  administrative  expenses  increased to $124,869  during the quarter
ended June 30, 2004, compared to $2,384 for the quarter ended June 30, 2003. The
increase in 2004 is due to increased operations within the Company.

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

Research and  developmental  costs  increased  during the quarter ended June 30,
2004 to  $152,392  compared  to $0 for the  quarter  ended  June 30,  2003.  The
increase  in 2004  resulted  from the  Company's  acquisition  of  Xtreme  Games
technology and the development of that R&D.

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 $141,287 (current assets less current liabilities).

Financing
---------

The Company's capital requirements have not been significant in the past but the
Company  anticipates it will increase as  development  and product launch of the
Xtreme Games simulators begin.

Cash requirements and need for additional funds
-----------------------------------------------

To date,  the  Company has  invested  approximately  $268,923  in  research  and
development of its product.

In order to initiate marketing and launch its product,  the Company  anticipates
it will require approximately  $200,000 in the coming year. These funds could be
provided through additional financing.

                                       11
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS - continued

Future development
------------------

The Company is continuing  with the research and  development of its Xtreme Game
entertainment  technology in Mesa, Arizona.  Its activities and primary focus is
to  complete  the   technology  and  to  raise  the  required  funds  through  a
registration  statement,  with which to proceed  with the  eventual  completion,
production  and  placement of its product in sports bars  throughout  the United
States.  It has  recently  obtained  funds which will enable it to continue  its
research and  development  process,  however,  it is dependent on the successful
completion of its present and anticipated  equity financing  efforts to continue
in existence.

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, 2004 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 June 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

None

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

                                       12
<PAGE>

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 filed  during the three months ended June 30,
               2004.

               No Current Reports on Form 8-K were filed during the three months
               ended June 30, 2004



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 12, 2004                     Oxford Ventures, Inc.


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

                                       13
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