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

                                  FORM 10-KSB/A
                                 First Amended

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                   For the fiscal year ended December 31, 2003

                         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)

Securities Registered pursuant to section 12(g) of the Act:   None

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

Yes  [X]   No  [ ]


Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained,  to the best
of  Registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.[X]



State issuer's revenues for its most recent fiscal year.    $0

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 2003. $52,183,794

Number of outstanding  shares of the registrant's par value $0.001 common stock,
as of of March 1, 2004.  136,867,588.

                                       1
<PAGE>


                              OXFORD VENTURES, INC.
                                   FORM 10-KSB
                                      INDEX

                                                                         Page
                                                                         ----
                                     Part I

Item 1. Business ........................................................  3

Item 2. Properties ...................................................... 10

Item 3. Legal Proceedings ............................................... 10

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

                                     Part II

Item 5. Market for Registrant's Common Equity and Related
          Stockholder Matters ........................................... 11

Item 6. Management's  Discussion and Analysis of Financial  Condition
          and Results of Operation ...................................... 12

Item 7. Financial Statements and Supplementary Data ..................... 14

Item 8. Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure ...................................... 14

Item 8A. Controls and Procedures ........................................ 14

                                    Part III

Item 9. Directors and Executive Officers of the Registrant, Compliance
          with Section 16(a) of the Act ................................. 16

Item 10. Executive Compensation ......................................... 17

Item 11. Security Ownership of Certain Beneficial Owners and Management . 17

Item 12. Certain Relationships and Related Transactions ................. 18

                                     Part IV

Item 13. Exhibits, Financial Statement Schedule and Reports on Form 8-K . 19

Item 14. Principal Accountant Fees and Services ......................... 32

Signatures .............................................................. 32

                                       2
<PAGE>

                                     Part I

ITEM 1. BUSINESS

When used in this Form 10-KSB/A, the words "expects," "anticipates," "estimates"
and similar  expressions  are intended to identify  forward-looking  statements.
Such  statements  are subject to risks and  uncertainties,  including  those set
forth below under "Risks and Uncertainties,"  that could cause actual results to
differ materially from those projected.  These forward-looking  statements speak
only as of the date hereof.  The Company  expressly  disclaims any obligation or
undertaking to release publicly any updates or revisions to any  forward-looking
statements contained herein to reflect any change in the Company's  expectations
with regard  thereto or any change in events,  conditions  or  circumstances  on
which any statement is based.  This discussion  should be read together with the
financial  statements  and other  financial  information  included  in this Form
10-KSB/A.

General
-------

Oxford Ventures,  Inc. (hereinafter "The Company"), a development stage company,
was  incorporated  in September  17, 1987 under the laws of the State of Nevada,
under the name Casinos of the World,  Inc, having the stated purpose of engaging
in any lawful practice or activity.  Its Articles of Incorporation  provided for
authorized capital of twenty five hundred common shares of no par value.

On December 17, 1990, the shareholders of the Company approved  amendment of the
Articles of Incorporation,  changing the authorized capital stock of the Company
to twenty five million  shares of common stock at $0.001 par value.  The amended
Articles  also  added  Rights  and  Powers to  shareholders  and  directors  not
previously stated in the original Articles.

On April 16, 1993, the  shareholders  of the Company  approved  amendment to the
Articles  of  Incorporation,  changing  the name of the  Company  to  Clean  Way
Corporation  and changing  the  authorized  capital  stock of the Company to one
hundred million common shares at $0.001 par value.

On August 19, 1999, the shareholders of the Company approved an amendment to the
Articles  of  Incorporation,   changing  the  name  of  the  Company  to  Trader
Secrets.com, Inc.

On February 2, 2000, the Company entered into a Stock Acquisition Agreement with
National  Lighting Corp, an Internet company  incorporated in British  Columbia,
Canada.  National Lighting Corp. became a wholly owned subsidiary of the Company
and changed its name to VOIP Technology  Inc., with the intent of providing user
services in the Internet telephony business.

On March 13, 2000, the  shareholders of the Company approved an amendment to the
Articles of Incorporation,  changing the name of the Company to VOIP Technology,
Inc. The  Company's  name was changed with the  intended  purpose of  developing
voice  over  the  internet  protocol   technologies  through  its  wholly  owned
subsidiary.  After  development  of a business  plan and  efforts to develop the
business  failed,  all efforts were  abandoned in 2001. At that time the Company
was unable to obtain the  necessary  customer  contracts for its product and was
unable to obtain the necessary financing, therefore was unable to operate.

On February 8, 2002,  the Company sold all of the shares the Company held in its
wholly  owned  subsidiary.   The  Company  charter  was  suspended  (subject  to
reinstatement)  by the State of  Nevada in  September  2001 for  inactivity  and
failure  to pay annual  fees and costs.  Its  active  status was  reinstated  on
January 30, 2002, upon payment of all past due fees and costs.

                                       3
<PAGE>

ITEM 1. BUSINESS - continued

On January 30, 2002, the  shareholders  of the Company  approved an amendment to
the  Articles  of  Incorporation,  changing  the name of the  Company  to Oxford
Ventures,  Inc.  The Company then began to consider  and  investigate  potential
business opportunities.

On December 5, 2003, the Company issued an aggregate of 8,625,000 pursuant to an
Asset Purchase Agreement.  The Company purchased the assets and ongoing business
of Xtreme Games,  an  unincorporated  proprietorship,  and began to carry on the
business of developing and marketing racecar simulators.

The Company's  principal executive offices are located at: 4655 East Ivy Street,
Suite 101, Mesa, AZ 85215.

Business of Issuer
------------------

Xtreme  Games (XG) is an  Arizona-based  reality  simulator  game  company  that
develops  and  distributes  the  most  advanced,   full-size  racecar  simulator
available  today.  In support of the racecar  simulator,  the company  also will
develop a strong differentiated brand by implementing a video game racing league
nationwide, culminating in a national driving championship.

The Company has developed a cutting-edge  video game simulator product using the
latest  technology;  built  significant  marketing/technology  and  distribution
alliances;  and  gathered  a  management  team  with  a  strong  combination  of
management, technology and coin operator industry expertise.

Extreme Games Mission Statement
-------------------------------

     1.   The Company's main goals are to:
     2.   Successfully launch the company, and its products and services.
     3.   Achieve   and/or   exceed  our  product   placement   objectives.
     4.   Successfully  establish a video game reality driving league throughout
          the United States.
     5.   Solidly establish the Xtreme Games brand and product awareness.
     6.   Become the pre-eminent supplier of video game reality racing games.
     7.   Establish a  successful  strategic  partnership  with vendors that can
          enhance the company's product or marketing infrastructure.
     8.   Provide  NASCAR racing fans with an intense,  larger-than-life  racing
          experience in their own home towns.

Proposed Implementation of the Plan
-----------------------------------

     1.   Simulators  will be constructed  at the company's  10,000+-square-foot
          assembly plant in Mesa, Ariz.
     2.   The first two market-ready simulators will be placed at a Phoenix-area
          sports grille location for beta test beginning in April 2004.
     3.   The company plans assemble and distribute  twenty  simulator  racecars
          per month  beginning in April 2004 for a total of 240  simulators  per
          annum.
     4.   Xtreme  Games  will  introduce  its  product  at  the  Restaurant  and
          Nightclub Show in Las Vegas on March 9-10, 2004.
     5.   Marketing will be implemented by Lugnuts Marketing LLC, an icon in the
          coin-op business for several decades. Beginning March 1, 2004, Lugnuts
          Marketing  LLC will  train  staff  to set up and  operate  leagues  in
          establishments  where the simulators  are situated in accordance  with


                                       4
<PAGE>

ITEM 1. BUSINESS - continued

          Xtreme Games' League Rules and  Regulations,  and with the approval of
          Xtreme Games' management.
     6.   Xtreme Games intends to place 1,250 simulators in selected sports bars
          in the USA during the next five years.

Products and Services
---------------------

Xtreme Games'  flagship  product is a  state-of-the-art,  full-size  NASCAR auto
racing  simulator.  The racecar simulator will make its debut in Phoenix late in
December 2003 with a Dodge and Chevrolet  NASCAR(TM) installed in a local sports
grille.  League  play will begin in April 2004.  The  company  plans to place 20
simulators in sports establishments each month beginning in February,  through a
strategic  alliance  with the  premier  coin  operator  in the  nation  (Lugnuts
Marketing).   Xtreme  Games  has  developed  a  simulator  system  will  rugged,
top-of-the-line  components and a "plug-and-play"  approach.  Thus,  maintenance
costs are expected to be nominal,  because  components  that fail can be quickly
removed and replaced immediately.

The Market
----------

Auto  racing is one of the  largest  spectator  sports in the United  States.  A
recent  Gallup  poll  revealed  that 28% of  Americans  are avid race  fans.  In
addition, NASCAR is projected to be the fastest growing sports earner during the
next five years,  with a projected  growth rate of 14%,  according to Paul Kagan
Associates, Inc. In comparison, growth rates for the NFL, NBA and NHL are in the
single digits.

Television  coverage of NASCAR  events has seen ratings that surpass every major
league  sport,  except for the NFL.  With this  massive  growth in interest  for
NASCAR  racing,  Xtreme  Sports is  offering a product  aimed  directly  at this
diverse, loyal audience.

According to a detailed 2002 Marquette  University  study, 75 million  Americans
considered themselves a NASCAR fan in 2001, up from 63 million in 2000. And just
one NASCAR race will attract more fans than a World Series game,  the Super Bowl
and an NBA finals game combined.

Consumer  demand for and interest in NASCAR is at an all-time  high,  and growth
rates are  projected  to  continue.  Roughly  75  million  Americans  considered
themselves a NASCAR fan in 2001,  up from 63 million the year  before.  In fact,
one NASCAR race will attract  more fan than a World Series game,  the Super Bowl
and an NBA finals game combined.  (Source: April 2002 Marquette University study
on NASCAR)

Regarding the size of the market for Xtreme Games racecar  simulator,  there are
close to a quarter of a million bar venues throughout the United States that fit
Xtreme Games' ideal venue for placement of a NASCAR simulator.

Consumer Market Analysis
------------------------

Auto  racing is one of the  largest  spectator  sports in the United  States.  A
recent Gallup poll  revealed  that 28% of Americans are hard-core  race fans. Of
that total, 53% hold professional, managerial or skilled labor jobs, and earn an
average of $50,000 per year. The Knoxnews.com  media outlet tallied the sales of
licensed  NASCAR  merchandise at $1.34 billion in 2002.  Given the  skyrocketing
interest in NASCAR, that figure has likely increased as of 2004.

                                       5
<PAGE>

ITEM 1. BUSINESS - continued

According  to  a  2002   Marquette   University   study,   the  money  spent  on
NASCAR-related merchandise was $497 million in 2001. Specifically, the break-out
of spending by category is as follows:

NASCAR car parts -- $208 million
NASCAR collectibles -- $96 million
NASCAR apparel -- $72 million
NASCAR computer accessories -- $54 million
NASCAR toys --$37 million
NASCAR media (books, etc.) -- $30 million

While  grassroots  auto racing  continues  to offer many  options for  hard-core
racing fans,  it is interest in NASCAR  racing that  literally has exploded over
the past  decade.  In fact,  the most  notable  auto racing  series,  the NASCAR
Winston Cup,  averages 190,000 on-site  spectators at each event.  Attendance at
NASCAR events has increased each year for 19 consecutive years. (Source:  NASCAR
media guide)

According  to  Paul  Kagan  Associates,  Inc.,  NASCAR  is  projected  to be the
fastest-growing  sports  earner  during the next five  years,  with a  projected
growth  rate of 14%  (Growth  rates for the NFL,  NBA and NHL are in the  single
digits.)  And while  other  sports  have seen  their TV ratings  drop,  NASCAR's
ratings have surpassed every major league sport, except for the NFL.

What's  more,  the  profile  of  the  typical  NASCAR  racing  fan  crosses  all
demographic lines, and appeals to both genders.  Fifty years ago, typical NASCAR
fans were male. Now, roughly 38% of NASCAR fans are women.

A NASCAR survey of auto racing fans found that:

     o    64% have attended college or beyond
     o    70% have Internet access
     o    41% earn more than $50,000/year
     o    38% live in the southern United States
     o    17% live in the northeastern United States
     o    The remaining  percentage  live in the Midwest,  Southwest and Western
          United States

In a presentation to an American Marketing  Association in 2002, Blake Davidson,
NASCAR'S  managing director of new-business  licensing,  pointed out that NASCAR
fans spend 9.3 hours a week following  NASCAR races via TV, radio,  newspaper or
Internet, in 2001 - and hard-core fans spent an average of $8,000 on merchandise
per year.

The  demographics  of NASCAR fans bode well for Xtreme  Games  NASCAR  simulator
because these fans have both the  discretionary  income and time to pursue their
passion for auto racing.

Size of Market
--------------

The target  business ideal for an Xtreme Game  simulator is a sports  bar/grille
with a minimum of 6,000 square feet, a capacity of 250-275  people,  and monthly
revenues  of at least  $100,000.  These  sports  grilles  feature a  variety  of
ownership  scenarios:  one or two bars owned by an individual,  or a regional or
national chain.

                                       6
<PAGE>

ITEM 1. BUSINESS - continued

Of note, an Xtreme Game simulator has a "footprint" that mirrors a standard pool
table. Pool tables generate an average $90-$100 per week, which, after taxes and
refunds, totals $45 to $50 per table per week. (Source: Theisen Vending Company,
a specialist  in pool table  vending with roughly 400 pool tables  placed in bar
venues.) In comparison, an Xtreme Game NASCAR simulator is projected to generate
roughly $27,00 per year - based on using a League Play marketing approach.

Given the  potential  for  increasing  revenues  using the same  space as a pool
table, and bar owner's continuous quest for the next novel experience to attract
customers, the Xtreme Games NASCAR simulator is likely to be well-received.

Based on a search  conducted  via  InfoUSA,  one of the largest list brokers and
business research  companies in the United States,  there are a total of 234,160
bars in the United States that fit the following  search  criteria:  2,500-9,999
square feet, with revenues of between $1 million and $1.5 million

Competition
-----------

Xtreme  Games' two main  competitors  include  NASCAR(TM)  Silicon Motor Raceway
simulator,  and a simulator  product from  Glogem.com.  However,  the NASCAR(TM)
Silicon Motor Raceway is really the only viable competitor thus far.

In addition to providing a technically  superior  offering with a more realistic
experience,  Xtreme Games  differs from its  competition  by offering the league
play concept and a national video game simulator driving championship.

NASCAR(TM) SILICON MOTOR RACEWAY (NSMR) is the only real competition . They have
simulators in only a few shopping mall arcades in the USA.

The following is a brief competitive analysis and comparison with the Xtreme
Games NASCAR race simulator.
<table>
<caption>
----------------- -------------- --------------- -------------- --------------- -------------- --------------
    COMPANY          ONGOING       DIFFERENT       ALLIANCE     DIGITAL VIDEO   FULL-SIZE CAR   MOTION CUES
                     RACING          RACES         WITH COIN     AND SURROUND                   (VIBRATION,
                    LEAGUE TO      AVAILABLE,    OPERATOR FOR       SOUND                         PRESSURE
                     SUPPORT     DETAILED RACE       FAST                                         AGAINST
                     DRIVING        RESULTS      PLACEMENT OF                                     STEERING
                                   AVAILABLE      SIMULATORS                                       WHEEL)
                                     ONLINE
----------------- -------------- --------------- -------------- --------------- -------------- ---------------
<S>                     <C>            <C>             <C>           <C>          <C>               <C>
     Xtreme             X              X               X              X               X              X
     Games
----------------- -------------- --------------- -------------- --------------- -------------- ---------------
 NASCAR Silicon                        X                              X            80% of            X
 Motor Speedway                                                                    typical
                                                                                   NASCAR
----------------- -------------- --------------- -------------- --------------- -------------- ---------------
</table>

Barriers to Entry
-----------------

The only  real  threat  to this  venture  would be a  similar  new  entry to the
marketplace. However, due to the technology requirements, plus the time required


                                       7
<PAGE>

ITEM 1. BUSINESS - continued

to "systemize" it into an easily maintainable  product, and the capital required
to do so, it is unlikely that a competitor  could  overtake  Xtreme Games.  This
opportunity may best be described as one ready and waiting for the first entrant
who arrives with a well-conceived plan, sufficient industry experience,  and the
required capitalization.

Marketing Strategy
------------------

     1.   Xtreme Games' marketing  strategies are  multi-faceted and designed to
          build critical mass quickly and  efficiently.  First and foremost,  we
          will  create  a   compelling   brand  that  clearly   highlights   our
          differentiation  points,   compared  to  competing  offerings.   Other
          specific strategies that will be used include:

     2.   Strategic  Alliances  --  Xtreme  Games  has  signed  a  non-exclusive
          marketing  agreement  with Lugnuts  Marketing  LLC, of Phoenix,  Ariz.
          Lugnuts  Marketing will be  responsible  for placing 20 simulators per
          month using their  extensive  network of more than 300 coin  operators
          that already is established.

     3.   Apparel -- A line of premium  Xtreme  Games  apparel will be designed,
          produced and sold or given away with  qualifying  purchases to further
          expose the Xtreme Games name.

     4.   Trade   Shows   --   We   will   exhibit   at    approximately    four
          business-to-business  trade  shows  annually.  The  first is the "2004
          Night  Club and Bar  Food &  Beverage  Show" in Las  Vegas in March of
          2004.

     5.   Word of Mouth -- As soon as the first Rev's Sports Grille opens at the
          101 Freeway and University Dr., in Tempe,  Ariz., we will have a field
          site from which to  showcase  and prove the demand and value  added to
          sports bar facilities with the addition of Xtreme Games simulators.

     6.   Advertising - All marketing  decisions  with regard to specific  media
          choices,  frequency,  size, and  expenditures  will be conducted on an
          on-going basis with careful considerations of returns generated. It is
          anticipated  we will be able to "trade  out" for at least a portion of
          radio and/or  television  spots in exchange  for "decal  logos" on the
          cars.

     7.   Promotions - The most  important  promotion  strategy will be to offer
          demonstrations  of the  simulator to "seed"  actual  paying use of the
          simulators.

     8.   Publicity  -Publicity  efforts  will include a  combination  of print,
          radio and TV publicity work. The colorful,  larger-than-life nature of
          the racing  experience,  coupled  with  increased  media  interest  in
          NASCAR,  will  attract  media from a variety of outlets and  reporting
          areas.  Business  reporters will be interested in the continued growth
          of the NASCAR  industry,  and the interesting  technology  involved in
          video game  simulator  reality  racing.  Features  reporters will find
          plentiful  stories  in  documenting  the  actual  experience.  And the
          fast-moving  graphics  and ability to offer quick,  pithy  sound-bites
          will appeal to TV reporters as well.

                                       8
<PAGE>

ITEM 1. BUSINESS - continued

Pricing Strategy
----------------

The main  strategy is to use the league play, or team  competition  leading to a
championship,  as a  means  to  generate  ongoing  usage  of the  simulators  by
"regulars."  The league play concept will be structured as follows:  Twenty-four
teams of four  will  compete  for a series  lasting  six  weeks.  Each team pays
$100/week,  or  $25/person  to compete.  Xtreme  Games will offer team prizes of
$1,000 to each series  winning  team.  For each car,  there will be eight series
each year.  In addition to the  competition,  practice time is also included for
the teams.  The  Sports  Grilles  will have a captive  audience  of  twenty-four
customers each night for four nights of the week.

Xtreme  Games will  charge bar owners a $1,500  installation  fee to install the
simulator. Subsequent to installation, Xtreme Games will receive 65% of revenues
from the simulators. Bar owners will receive a portion of the remaining revenue,
along with Lugnuts Marketing for placing the product in the first place.

Sales Strategy
--------------

Lugnuts   Marketing   personnel  have  several  decades  of  experience  in  the
coin-operated  machines  business.  They are familiar with setting up leagues of
the type that Xtreme  Games has  developed.  Using their vast  knowledge in this
arena, we will be able to effect product placement more quickly and also build a
network of leagues across the USA.

League  play allows  Xtreme  Games to forecast  with some  measure of  certainty
revenues  generated  from a given number of cars.  (See Section 7  projections.)
Note that the company's financial assumptions are conservatively predicated upon
a 50% saturation of the leagues. Even with these conservative  assumptions,  the
company anticipates a positive cash flow position within ten months.

Strategic Alliances
-------------------

A key  strategy has been to build  strategic  alliances in the areas in which we
require expertise,  product or technology.  The following  companies are the key
entities with which we have strategic alliances:

     1.   Logitech - They are working  with us to develop the  interface  in the
          steering  mechanism  with the  hydraulic  system.  The intention is to
          provide the most realistic experience possible.
     2.   HanaHo Games -- This strategic partner is working with Xtreme Games to
          develop  the  interface  for  the  steering  mechanism,  software  and
          additional  work on the  steering and pedal  controls.  HanaHo also is
          conducting R&D on the monitor graphics.
     3.   ViewSonic - They are working on the  monitors  and visual  portions to
          make the experience as vivid as possible.

Component Sourcing
------------------

Sourcing  is an  area  where  we can  achieve  an  advantage  over  much  of our
competition.  We will purchase our sub-assembly parts (chassis,  body, software,
and  computers)  from both local  manufacturers  as well as regional or national
distributors.  We initially will rely on regional  wholesalers  because of their
ability to service us faster and allow us to produce simulators that much faster


                                       9
<PAGE>

ITEM 1. BUSINESS - continued

than our competition. Although this approach will lower our margins in the short
term,  it will allow us to gain a  pre-emptive  position by bringing  product to
market faster.  As product demand  increases over time, we will eventually shift
our buying patterns toward more direct purchase - which will improve margins.

Distribution Strategy
---------------------

Xtreme Sports will rely on the traditional distribution channel (coin operators)
as the chief means of  distributing  our products to sports bars. It makes sense
that  facilities with  coin-operated  games already in place will be looking for
the next, new product that can help them improve margins, keep consumers on site
longer, and sell more food and beverages. Once a product placement has been sold
by the coin  operator,  and the  location  has been  approved  by  Xtreme  Games
management, Xtreme Games will ship and install the simulators.

Industry Segments
-----------------

No  information  is  presented  regarding  industry  segments.  The  Company  is
presently a development  stage  company  seeking a potential  acquisition  of or
merger with a yet to be identified  business  opportunity.  Reference is made to
the  statements of income  included  herein in response to Part F/S of this Form
10-SB, for a report of the Company's  operating  history for the past two fiscal
years.


ITEM 2. PROPERTIES

Initially,   Xtreme  Games  will  lease  a  10,000+-square-foot,   free-standing
building.  This  location  will consist of corporate  offices and the  simulator
assembly  area.  All deliveries and shipments will be serviced at this location.
Ample surface parking is available.

The company has a five-year lease with two,  two-year renewal  options.  Rent is
$8,300.00/month,  with the first three  months of  occupancy  costing 50% of the
rental rate.  Base rent  increases  annually by $150/month  including the option
periods.  Xtreme  Games  also  has  a  first-right-of-refusal  to  purchase  the
building.


ITEM 3. LEGAL PROCEEDINGS

The  Company  is not,  and  does  not  anticipate  being a  party  to any  legal
proceedings in the foreseeable future.


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

No matters  were  submitted  during the fiscal year  covered by this report to a
vote of security holders of the Company,  through the solicitation of proxies or
otherwise.

                                       10
<PAGE>


                                     Part II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No shares of the Company's Common Stock have previously been registered with the
Securities and Exchange  Commission (the  "Commission")  or any state securities
agency or authority. The Company's common shares are currently quoted on the OTC
Bulletin Board under the stock symbol OXFV.

The  Company's  Common Stock is subject to the  provisions  of Section 15(g) and
Rule 15g-9 of the  Securities  Exchange Act of 1934,  as amended (the  'Exchange
Act"),  commonly referred to as the "penny stock" rule. Section 15(g) sets forth
certain  requirements  for  transactions  in penny  stocks  and Rule  15g9(d)(1)
incorporates  the  definition  of penny stock as that used in Rule 3a5l-l of the
Exchange  Act. The  Commission  generally  defines  penny stock to be any equity
security  that has a market price less than $5.00 per share,  subject to certain
exceptions.  Rule 3a5l-l provides that any equity security is considered to be a
penny  stock  unless  that  security  is:  registered  and  traded on a national
securities exchange meeting specified criteria set by the Commission; authorized
for  quotation on the NASDAQ  Stock  Market;  issued by a registered  investment
company;  excluded from the definition on the basis of price (at least $5.00 per
share) or the issuer's net tangible  assets;  or exempted from the definition by
the Commission.  If the Company's shares are deemed to be a penny stock, trading
in the shares  will be subject to  additional  sales  practice  requirements  on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors,  generally persons with assets in excess of $1,000,000
or annual income exceeding $200,000, or $300,000 together with their spouse. For
transactions  covered  by  these  rules,  broker-dealers  must  make  a  special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
monthly  statements  must be sent  disclosing  recent price  information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's  Common Stock and may affect the
ability of shareholders to sell their shares.

At December  31, 2003 there the  Company has issued and  outstanding  34,216,897
shares of Common Stock. On December 2, 2003, the Company issued 8,625,000 shares
pursuant  to an Asset  Purchase  Agreement.  On  December  5, 2003,  the Company
declared a 2.25 stock dividend which increased the issued and outstanding shares
from  10,528,276  common shares to 34,216,897  common shares.  Subsequent to the
Company's  year end of December 31, 2003,  the Company  issued 812,500 shares to
Ocean Way  Investments  Ltd.  as a finders  fee  related  to the Asset  Purchase
Agreement.  On March 1,  2004,  the  Company  effected  a 3 to 1 forward  split,
increasing the Company's outstanding shares to 136,867,588.


Dividend Policy
---------------

The Company has not declared or paid cash dividends in the past, and the Company
does not anticipate that it will pay cash dividends in the  foreseeable  future.
The Company currently intends to retain and reinvest future earnings, if any, to
finance its operations.

                                       11
<PAGE>

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        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.

Overview
--------

The  Company is  considered  a  development  stage  company in the  business  of
developing and  distributing  full-size  racecar  simulator games. The costs and
expenses  associated  with  the  preparation  and  filing  of this  registration
statement  and other  operations of the Company have been paid for by loans from
shareholders  and  officers of the Company  (see Item 4,  Security  Ownership of
Certain Beneficial Owners and Management).

Plan of Operation
-----------------

The Company is developing and distributing  full-size  racecar  simulator games.
The Company  plans to place 20 simulators  in sports  establishments  each month
beginning in mid 2004 through its strategic  alliance with the marketing form of
Lugnuts Marketing.

Xtreme Games' NASCAR  simulator is 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

                                       12
<PAGE>

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - continued

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 year ended
December 31, 2003, the Company posted a loss of $102,558,  compared to a loss of
$22,348 for the year ended December 31, 2002.


The  Company's  main focus  during the year ended  December 31, 2003 has been to
seek out a business to acquire.  During this period of time, the Company entered
into an Asset Purchase Agreement and acquired the business of Xtreme Games which
it is now currently developing.

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


General and  administrative  expenses increased to $31,576 during the year ended
December 31, 2003, compared to $22,516 for the year ended December 31, 2002. The
increase in 2003 is mainly due to increased operations within the Company.


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


Research and  developmental  costs  increased  to $70,982  during the year ended
December  31, 2003  compared to $0 for the year ended  December  31,  2002.  The
increase in 2003 resulted  primarily  from the Company's  acquisition  of Xtreme
Games and the development of that business.


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 deficiency of $11,646 (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.

                                       13
<PAGE>
ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - continued

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


To date,  the  Company  has  invested  approximately  $70,982  in  research  and
development of its product.

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


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Please see Part IV, Item 13 for Financial Statements and supplementary data.


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

In  connection  with the audits of the most recent  fiscal years and any interim
period preceding resignation,  no disagreements exist with any former accountant
on any matter of accounting principles or procedure,  which disagreements if not
resolved to the satisfaction of the former  accountant would have caused them to
make  reference in  connection  with their  report to the subject  matter of the
disagreement(s).

The principal  accountant's  report on the financial  statements  for any of the
past two years  contained no adverse  opinion or a disclaimer of opinion nor was
qualified as to uncertainty, audit scope or accounting principles.


ITEM 8A. 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
December 31, 2003 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  December  31,  2003  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.



                                       14
<PAGE>


                                    Part III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Directors and Executive Officers of the Company and their respective ages
are as follows:

Name                       Age    Position
-----------------------    ---    ------------------------------------
Daniel K. Leonard           42    President, CEO, CFO, Director
Albert B. Plant             43    Secretary, Treasurer, Director
Victor G. Schaefer          68    Director
John Paul Pleskovitch       36    Director
Eric Hutton                 56    Director

All  directors  hold office until the next annual  meeting of  stockholders  and
until  their  successors  have been duly  elected  and  qualified.  There are no
agreements  with  respect to the  election  of  directors.  The  Company has not
compensated its directors for service on the Board of Directors or any committee
thereof.  As of the date  hereof,  no  director  has  accrued  any  expenses  or
compensation. Officers are appointed annually by the Board of Directors and each
executive  officer  serves  at the  discretion  of the Board of  Directors.  The
Company does not have any standing committees at this time.

No director,  Officer, affiliate or promoter of the Company has, within the past
five years, filed any bankruptcy petition, been convicted in or been the subject
of any pending  criminal  proceedings,  or is any such person the subject or any
order,  judgment  or decree  involving  the  violation  of any state or  federal
securities laws.

(b) Identification of Certain Significant Employees.

Strategic  matters  and  critical  decisions  are handled by the  directors  and
executive officers of the Company.

(c) Family Relationships. None
(d) Business Experience.

The following is a brief account of the business experience during the past five
years of each director and executive officer of the Company, including principal
occupations  and  employment  during  that  period  and the name  and  principal
business of any  corporation or other  organization in which such occupation and
employment were carried on.

Daniel K. Leonard
President, CEO, CFO, Director (as of December 8, 2003)
------------------------------------------------------

Dan  Leonard  has  a  strong  background  in  business   management,   practical
applications of technology,  marketing and sales. Most recently, from January to
November 2003, he served as president and co-founder of  e-Information  Systems,
LLC, of Elkhorn, Neb. - a data consolidation company. Leonard also has served as
director of business development for Data Delivery Services, of Conroe, Tex from
January 2002-03;  as a vice president in charge of sales and marketing for Vital
Processing Services,  of Tempe, Arizona from September 1998 to January 2002, and
assistant  vice  president of national  sales for First National Bank, of Omaha,
Neb.  He also  created and managed  the bank card  operations  division  for MCI
Telecommunications,  in Denver,  CO.,  where he handled  hiring,  and budgeting,
billing,  auditing  and contract  execution  for a $750  million  portfolio.  He
studied at University of Nebraska, in Omaha from 1980-1983.

                                       15
<PAGE>

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - continued

Albert B. Plant
Secretary, Treasurer, Director (as of December 8, 2003)
-------------------------------------------------------

Albert  Plant  has more  than 25  years  of  experience  in  communications  and
networking  integration.  Currently,  he owns  and  operates  Aurora  Integrated
Technologies,  based in Mesa,  Ariz.  Plant has proven  ability  and  management
experience, and is particularly skilled at systems integration. He has worked on
a variety of low voltage systems, voice communications,  computer LAN/WANs, fire
alarms,  security systems,  access control,  CCTV systems and structured wiring.
Other  positions  have  included a field  integration  technician  for Honeywell
International, a site operations manager for Orion Security Specialists, a field
and technical support representative for networked fire, security, CCTV and card
access systems; and more. Plant is a graduate of Lamson College, in Tempe, Ariz.

Victor G. Shaefer
Director (as of December 8, 2003)
---------------------------------

Victor  Schaefer has worked in the car  business for more than 40 years,  and is
skilled in car dealership management, service management, and the development of
cross-promotions with corporate partners.  Previously,  Schaefer was the general
manager and partner of a Tempe,  Ariz.-based  Honda franchise,  which ultimately
was sold to the United Auto Group.  Prior to this,  he was general  manager of a
Mesa, Ariz.-based Nissan dealership,  and subsequently opened an Acura franchise
in the Phoenix  area.  In the early days of his career,  Schaefer  started as an
automotive parts counterman for a large automotive parts  distributor,  where he
became an expert at automotive part sourcing.

Mr. Schaefer has also attended numerous service and technical schools, including
Dale Carnegie, Nissan, Acura and Honda Management Training.

John Paul Pleskovitch
Director (as of December 8, 2003)
---------------------------------

John PlesKovitch has extensive  operational  expertise,  and oversees the entire
Arizona  division of American Summit Insurance  Company,  located in Scottsdale,
Ariz. In this position,  PlesKovitch specializes in strategic thinking and trend
spotting  related to insurance  industry  issues,  and has been  instrumental in
developing  contract  terms that have  streamlined  premium  costs.  He attended
Arizona  State  University  and  earned a law  degree  from  the J.D.  Creighton
University School of Law, in Omaha, Neb. PlesKovitch is licensed to practice law
in the state of Minnesota.

Eric Hutton
Director (as of December 8, 2003)
---------------------------------

Eric Hutton has operated his own  accounting/consulting  practice since 1985. In
this role,  he has  specialized  in a large  personal  income tax  practice  for
individuals and has provided accounting and financial consulting to a variety of
corporate  clients.  In the 1990s,  Hutton  purchased the brewing  division from
Clearly  Canadian,  and  successfully  operated that business,  as well as other
brewing ventures. Previously, he served as the controller of Brewmaster Systems,
a publicly traded company that merged with Clearly Canadian Beverage Corp. Other
positions  have included a senior cost  accountant for Alcan Aluminum of Canada,
and as a cost  accountant  for Zeilder  Forest  Products,  located in  Edmonton,
Alberta. He started his financial career with The Bank of Nova Scotia.

                                       16
<PAGE>
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - continued

(e)      Directors Compensation

Directors who are also officers of the Registrant  receive no cash  compensation
for services as a director.


ITEM 10. EXECUTIVE COMPENSATION

Section 16(a) of the Securities  Exchange Act of 1934, as amended (The "Exchange
Act"),  requires the  Registrant's  officers and directors,  and persons who own
more than 10% of a registered class of the Registrant's  equity  securities,  to
file reports of ownership  and changes in ownership of equity  securities of the
Registrant  with the  Securities and Exchange  Commission and NASDAQ.  Officers,
directors and  greater-than  10% shareholders are required by the Securities and
Exchange  Commission  regulation  to furnish the  Registrant  with copies of all
Section 16(a) that they file.

Some of the  officers  and  directors of the Company will not devote more than a
portion of their time to the  affairs of the  Company.  There will be  occasions
when the time  requirements of the Company's  business conflict with the demands
of their other  business and  investment  activities.  Such conflict may require
that the company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

EXECUTIVE COMPENSATION

The Company has not had a bonus, profit sharing,  or deferred  compensation plan
for the benefit of its  employees,  officers or  directors.  The Company has not
paid any other  salaries or other  compensation  above $100,000 to its officers,
directors or employees since inception.

The Company's  President,  Daniel K. Leonard was paid $10, 500 in the year ended
December 31, 2003, and continues to be paid at a salary of $7,000 per month.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

a) Beneficial  owners of five percent (5%) or greater,  of the Company's  common
stock: No preferred stock is outstanding.  The following sets forth  information
with  respect to  ownership  by holders  of more than five  percent  (5%) of the
Company's  common  stock  known by the  Company  based  upon  34,216,897  shares
outstanding at December 31, 2003.

Title of          Name and Address of      Amount of Beneficial     Percent
Class             Beneficial Owner         Interest                 of Class
--------------------------------------------------------------------------------
Common            Daniel K. Leonard        6,317,308                18.5%
                  4655 East Ivy Street
                  Suite 101
                  Mesa, AZ 85215

                                       17
<PAGE>

ITEM 11.  SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT  -
          continued

b) The following  sets forth  information  with respect to the Company's  common
stock beneficially owned by each Officer and Director,  and by all Directors and
Officers as a group, at December 31, 2002.

Title of    Name and Address             Title           Amount of       Percent
Class                                               Beneficial Interest of Class
--------------------------------------------------------------------------------
Common      Daniel K. Leonard            President       6,317,308        18.5%
            21724 East Stanford Circle   CEO, CFO
            Elkhorn, NE 68022            Director

Common      Albert B. Plant              Secretary       2,000,000         5.8%
            8436 East Navarro
            Circle Mesa, AZ

Common      John Pleskovitch             Director          307,692         3.6%
            14805 N. 73rd Street
            Scottsdale, AZ  85260

            Eric Hutton                  Director                0           0%
            15557, 36th Avenue
            Surrey, BC  V3S 0G9

            Victor G. Shaefer            Director                0           0%
            29655 N. 71st Place
            Scottsdale, AZ  85262

Total as a group                                         8,625,000        27.9%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This item is not applicable to this Form 10-KSB/A.

                                       18
<PAGE>

                                     Part IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     a)   Financial Statements and Schedules. The following financial statements
          and  schedules  for the Company as of  December  31, 2003 are filed as
          part of this report.

                              FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

                                TABLE OF CONTENTS


                                                                          PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .................. F-1

BALANCE SHEET ............................................................ F-2

STATEMENTS OF OPERATIONS ................................................. F-3

STATEMENTS OF STOCKHOLDERS' EQUITY ....................................... F-4

STATEMENTS OF CASH FLOWS ................................................. F-5

NOTES TO FINANCIAL STATEMENTS ............................................ F-6



                                       19
<PAGE>




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Oxford Ventures, Inc.
Mesa, Arizona

We have audited the accompanying balance sheet of Oxford Ventures, Inc., Inc. (a
Nevada  corporation in the  development  stage company) as of December 31, 2003,
and the related statements of operations,  stockholders'  equity, and cash flows
for each of the two  years in the  period  then  ended and for the  period  from
September  17, 1987  (inception)  through  December  31, 2003 . These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

As  disclosed  in  Notes  3 and 7 of the  Notes  to  financial  statements,  the
accompanying  balance and the related  statements of  operations,  stockholders'
equity,  and cash flows for the year ended December 31, 2003, have been restated
to give  effect to the change in the value  assigned to common  stock  issued in
connection with the acquisition of research and development technology,  and the
reclassification  of the  balance  in the  account  "Distributions  in excess of
legally  stated  capital",  resulting in a reduction in net loss for the year of
$372,768.

In our opinion,  the financial  statements referred to above, after restatement,
present  fairly,  in all material  respects,  the  financial  position of Oxford
Ventures,  Inc. as of December 31, 2003,  and the results of its  operations and
its cash  flows for each of the two years in the  period  then ended and for the
period from  September  17, 1987  (inception)  through  December  31,  2003,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the  Company  is in the  development  stage  and has not  commenced
operations.  The Company has  incurred  losses since  inception.  Its ability to
continue as a going concern is dependent upon its ability to develop  additional
sources of capital, and/or achieve profitable operations. These conditions raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

Braverman International, P.C.
Prescott, Arizona
April 12, 2004, except for Notes 3 and 7, as
 to which the date is October 22, 2004

                                       F-1

                                       20
<PAGE>


                              OXFORD VENTURES, INC.
                         ( a Development Stage Company)
                                  BALANCE SHEET
                                December 31, 2003





                                 ASSETS               RESTATED
                                 ------

Current Assets-
  Cash                                              $       872
  Deferred charge                                        12,228
                                                   ------------

              Total  current assets                      13,099

Other Assets-deposits                                    10,600
                                                   ------------

                                                    $    23,699
                                                   ============

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

Current Liabilities
  Accrued payroll                                   $     5,000
  Shareholder advances and accruals                      19,745
                                                   ------------

              Total  current liabilities                 24,745
                                                   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock, par value $.001, 400,000,000
    shares authorized, 147,917,847 issued               147,918
    140,117,847 outstanding
  Paid-in capital                                       205,103
  Contributed capital                                    10,950
  Subscriptions receivable                             (132,185)
  (Deficit) accumulated during the development stage   (232,832)
                                                   ------------

              Total Stockholders' Equity (Deficit)       (1,046)
                                                   ------------

                                                    $    23,699
                                                   ============

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-2

                                       21
<PAGE>



                              OXFORD VENTURES, INC.
                         ( a Development Stage Company)
                            STATEMENTS OF OPERATIONS
<table>
<caption>

                                                                          Cumulative
                                                                             from
                                                                        September 17,
                                                                             1987
                                                                         (Inception)
                                                   For the Years Ended        to
                                                       December 31,      December 31,
                                               ------------------------- ------------
                                                    2003         2002          2003
                                               ------------ ------------ ------------
                                                 (Restated)               (Unaudited)
                                                                           (Restated)
<S>                                                 <C>          <C>          <C>
REVENUE                                         $         -  $         -  $         -
                                               ------------ ------------ ------------

EXPENSES:
  General and administrative                         31,576       22,516      127,544
  Equity in (loss) of unconsolidated subsidiary                                34,301
  Research and development                           70,982                    70,982
  Interest                                                          (168)           5
                                               ------------ ------------ ------------

              Total Expenses                        102,558       22,348      232,832
                                               ------------ ------------ ------------

NET (LOSS)                                      $  (102,558) $   (22,348) $  (232,832)
                                               ============ ============ ============

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

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                     36,307,193   22,359,255
                                               ============ ============
</table>

* less than $(.01) per share

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-3

                                       22
<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)
                                                ------------ --------- --------- ------------- ------------- ------------ ---------

                                       23
<PAGE>

STATEMENT OF STOCKHOLDERS' EQUITY - continued

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)
                                                ------------ --------- --------- ------------- ------------- ------------ ---------

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 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,restated              147,917,847 $ 147,918 $ 205,103 $      10,950 $    (132,185) $  (232,832) $ (1,046)
                                                ============ ========= ========= ============= ============= ============ =========
</table>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-4

                                       24
<PAGE>


                              OXFORD VENTURES, INC.
                         ( a Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<table>
<caption>
                                                                                Cumulative
                                                                                   from
                                                                               September 17,
                                                                                   1987
                                                         For the Years Ended    (Inception)
                                                            December 31,            to
                                                    -------------------------   December 31,
                                                          2003         2002         2003
                                                    ------------ ------------ --------------
                                                      (Restated)                 (Unaudited)
                                                                                  (Restated)
<S>                                                       <C>          <C>           <C>
OPERATING ACTIVITIES:
  Net (loss) from operations                         $  (102,558) $   (22,348)  $   (232,832)
      Contributed capital                                  1,100        1,200         10,950
      Impairment loss provided by stock issuance                                         500
      Stock issued for services                            7,000                      40,287
      Stock issued for technology                              -                           -
  Adjustments to reconcile net (loss) to net
   cash used by operating activities:
         Changes in:
              Trust funds                                    989       11,313              -
              Deferred charge                            (12,228)                    (12,228)
              Accounts payable                              (503)         503              -
              Accrued payroll                              2,500        2,332          5,000
                                                    ------------ ------------ --------------
         Net Cash (Used) by Operating Activities        (110,699)           -       (188,322)
                                                    ------------ ------------ --------------
INVESTING ACTIVITIES:
  Increase in deposits                                   (10,600)           -        (10,600)
                                                    ------------ ------------ --------------
         Net Cash (Used) by Financing Activities         (10,600)           -        (10,600)
                                                    ------------ ------------ --------------
 FINANCING ACTIVITIES:
    Proceeds from subordinated convertible debentures                                 15,000
    Shareholder advances and loans                        14,356                      19,745
    Proceeds from common stock                           107,815                     165,049
                                                    ------------ ------------ --------------
         Net Cash From Financing Activities              122,171            -        199,794
                                                    ------------ ------------ --------------

NET INCREASE IN CASH                                         872            -            872

CASH, beginning of period                                      -            -              -
                                                    ------------ ------------ --------------
CASH, end of period                                  $       872  $         -   $        872
                                                    ============ ============ ==============
Supplemental Schedule of Noncash
   Investing and Financing Activities:
              Stock issued for loan reductions                    $    15,000   $     34,745
                                                                 ============ ==============
              Stock subscriptions                    $   132,185                $    132,185
                                                    ============              ==============
</table>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-5

                                       25
<PAGE>


NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History

Oxford Ventures,  Inc. (the Company) formerly Casinos of The World,  Inc., Clean
Way  Corporation,  Trader  Secrets,  Com,  and VOIP  Technology,  Inc. is in the
development stage as defined in Financial  Accounting  Standards Board Statement
No. 7. It is a Nevada corporation, formed on September 17, 1987. Since inception
it has had no operations.

In December 2003, the Company  acquired  technology in process of development in
the  entertainment  industry  from  several  persons in exchange  for cash and a
majority interest in the Company. The Company's year-end is December 31.

Going Concern

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in the normal course of business.  It has  sustained  operating
losses  since  inception,   has  a  negative  working  capital  and  a  marginal
stockholders'  equity.  The  Company's  ability  to  continue  in  existence  is
dependent on its ability to develop additional sources of capital and/or achieve
profitable  operations.  Management's  plan  is to  development  the  technology
recently  acquired  through  additional  private  placements.  The  accompanying
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.

Income Taxes

The Company uses the liability method of accounting for income taxes pursuant to
Statement of Financial  Accounting  Standards  Board Opinion No. 109. Under this
method,  deferred  income taxes are recorded to reflect the tax  consequences in
future  periods of  temporary  differences  between  the tax basis of assets and
liabilities and their financial amounts at year-end.

For income tax purposes,  the majority of expenses  incurred through December 2,
2003,  were  deferred  as start up costs as the  Company  did not  commence  its
business  activities  until  then.  Such costs are  amortizable  over a 60-month
period or permanently capitalized.

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.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities, the disclosure of contingent assets and

                                       26
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from those estimates and assumptions.

Research and Development

Research and Development (R&D) costs after date of acquisition of the technology
are being  expensed as R&D when  incurred  until  technological  feasibility  is
established.  R&D is a separate  component of operating  expense.  Technological
feasibility  is  established  upon  completion  of a  working  model,  which  is
typically  demonstrated  after initial beta testing is  completed.  Software and
hardware   development  costs  incurred  subsequent  to  the  time  a  product's
technological feasibility has been established,  through the time the product is
available for general release to customers, are capitalized, if material.

NOTE 2 - RELATED PARTY TRANSACTIONS

Shareholder Advances

Since inception,  an  attorney/shareholder of the Company received and disbursed
on behalf of the  Company,  amounts  as needed  on a  non-interest  bearing  and
unsecured  basis.  A total of $4,356  was  additionally  advanced  during  2003,
bringing to $9,745, the total he was owed as of December 31, 2003.

Accrued Legal Fees

The   Company   accrued   as  of   December   31,   2003,   legal   fees  to  an
attorney/shareholder he had earned of $10,000 during 2003 in connection with the
acquisition of the aforementioned  entertainment technology on December 2, 2003,
the related agreements and corporate  documents,  and the filing required by the
Securities and Exchange Commission on Form 8-K.

NOTE 3 - STOCKHOLDERS' EQUITY

Acquisition of Research and Development Technology

On December 2, 2003, the Company acquired R&D technology from the  CEO/President
of the Company and parties related to him, for 115,375,000  shares of restricted
common stock of the Company  valued at par.  The R&D  acquired  from the related
parties had a carrying value of zero, accordingly, the total value of the shares
issued of $115,375 was offset by a charge against paid in capital of $115,375 to
reduce the recorded value of the R&D acquired to zero.

Equity Financing

To enable the Company to pay for the costs and expenses in  connection  with the
technology purchase,  further R&D, and marketing and operations, it arranged for
a private  placement  of the  Company's  Common stock in October  2003,  with an
investment banker for up to $1,500,000.

Initially, 7,800,000 shares of restricted common stock were subscribed to by the
investment  banker as of December 31, 2003, for $240,000,  or $.03 per share, of
which $107,815 was paid for by the subscriber by December 31, 2003. Of the total
of $107,815, $25,000 was paid directly to the Company, and $82,815 was disbursed
directly by the  investment  banker for  Company  incurred  expenses,  including
$70,982 for  reimbursement  of R&D costs paid directly to the parties related to
the  CEO/President  of the Company,  that they incurred in  connection  with the


                                       27
<PAGE>

NOTE 3 - STOCKHOLDERS' EQUITY - continued

acquired R&D. The entire $70,982 was ultimately classified as R&D expense by the
Company,  after  restatement  as  referred  to in  Note  7,  since  the  Company
determined that substantially all of the R&D had no future  alternative  benefit
to the Company, and it had not reached the stage of technological feasibility.

The balance  owing as of December 31, 2003,  on the shares  subscribed  above of
$132,185  is  a   subscription   receivable,   classified   as  a  reduction  of
stockholders'  equity,  and all of the underlying  shares were treated as shares
issued, but not outstanding as of December 31, 2003 for accounting purposes.

Stock Split

On December 19, 2003, the Board of Directors approved a 3.25 for 1 forward stock
split.

Contributed Capital

Contributed  capital since 1999 of $10,950  consists of  management  services of
$6,250 and office expenses of $4,700  contributed by management,  based on their
respective fair values, of which $1,200 and $1,100 were contributed in the years
2003 and 2002, respectively, for office overhead.

NOTE 4 - INCOME TAXES

There was no current  federal tax  provision or benefit  recorded for any period
since inception, nor were there any recorded deferred income tax assets, as such
amounts  were  completely  offset by valuation  allowances.  The Company has net
operating loss carryovers for income tax purposes of $130,471 as of December 31,
2003, which begin expiring in 2020, $ 34,138, 2021, $668, and 2023, $95,665. The
following  is an analysis of deferred tax assets for as of December 31, 2002 and
2003.

                                              Deferred    Valuation
                                             Tax Assets   Allowance     Balance
                                            ----------- ----------- -----------
  Deferred tax assets at December 31, 2002   $   40,944  $  (40,944) $      -0-
  Additions for 2003                             34,496     (34,496)        -0-
                                            ----------- ----------- -----------
  Deferred tax assets at December 31, 2003   $   75,440  $  (75,440)  $     -0-
                                            =========== =========== ===========

  The deferred tax assets were computed at an effective rate of 34 percent.

The following is reconciliation  from the expected  statutory federal income tax
rate to the Company's actual income tax rate for the years ended December 31:

                                                                 2003    2002
                                                                -----   -----
  Expected income tax (benefit) at federal statutory tax rate   ( 34%)  ( 34%)
  Valuation allowance                                             34%      34%
                                                                -----   -----
  Actual income tax (benefit)                                      0%       0%
                                                                =====   =====

In accordance  with FASB #109, the valuation  allowance was based on the results
of operations as of December 31, 2003.


                                       28
<PAGE>

NOTE 5 - THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent  accounting  standards and their effect on
the Company.

SFAS 148 Accounting for Stock-Based Compensation-Transition and Disclosure

Amends FASB 123 to provide  alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.

SFAS 149  Amendment  of  Statement  133 on  Derivative  Instruments  and Hedging
Activities

This  Statement  amends and  clarifies  financial  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives)  and for  hedging
activities under FASB Statement NO. 133,  Accounting for Derivative  Instruments
and Hedging Activities.

SFAS 150 Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity  This  Statement   requires  that  such   instruments  be  classified  as
liabilities  in  the  balance  sheet.   SFAS  150  is  effective  for  financial
instruments entered into or modified after May 31, 2003.

Interpretation No. 46 (FIN 46)

Effective  January 31, 2003, The Financial  Accounting  Standards Board requires
certain variable interest entities to be consolidated by the primary beneficiary
of  the  entity  if  the  equity  investors  in  the  entity  do  not  have  the
characteristics  of a continuing  financial  interest or do not have  sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial support from other parties. The Company has not invested
in any such entities, and does not expect to do so in the foreseeable future.

The adoption of these new  Statements is not expected to have a material  effect
on the Company's financial position, results or operations, or cash flows.

NOTE 6 - OPERATING EXPENSES

Operating  expenses of the Company  significantly  increased in 2004 compared to
2003 due to the lease of new plant and office  facilities in Mesa  Arizona,  and
the  compensation  to management  now  overseeing  the research and  development
activities of the Company.  During the six months ended June 30, 2003, the total
amount for  general and  administrative  expenses  was  $3,543.  During the same
period in 2004, this category was $191,786  including $38,274 for rent,  $45,496
for management compensation,  $18,627 for insurance, $15,876 for travel, $22,050
for professional fees, and $23,257 for promotion. The majority of these expenses
are considered recurring in future quarters.

R&D expenses of $197,941 for the six months in 2004  included  labor and payroll
taxes of $34,619. There was no R&D expense for the same period in 2003.

NOTE 7 -  RESTATED FINANCIAL STATEMENTS

In the  originally  filed Form 10KSB for the year ended  December  31,  2003,the
Company had classified  the acquired R&D costs of $70,982  referred to in Note 3
above as "Distributions  in excess of legally stated capital".  Because it later
determined  that such costs were more  appropriately  R&D expenses,  the initial


                                       29
<PAGE>

NOTE 7 -  RESTATED FINANCIAL STATEMENTS - continued

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, as further described in Note 3 above.

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 December
31,  2003,  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).

NOTE 8 - SUBSEQUENT EVENTS

Stockholders' Equity

On March 1, 2004, the Board of Directors  approved a 4 for 1 forward stock split
and an  increase  in the  authorized  shares to 400  million  from 100  million.
Accordingly,  loss per share for 2003 and the  comparative  year  2002,  and all
references  to shares  issued in the Notes to financial  statements  herein give
effect to all stock splits.

Operating Lease

Effective in January 2004, the Company entered into a 5 year lease of office and
plant facilities in Mesa Arizona.  Minimum lease rentals are $8,287.50 per month
or $99,450 per year plus an annual  adjustment  of 3% per year  beginning in the
second year of the lease over the 5 year term of the lease, except for a 3 month
period in early 2004 of the lease,  wherein  the  rentals are 1/2 of the regular
monthly  rental.  An option to renew is available  for another 5 years at $9,800
per month.  A rental  deposit of $10,000 and the lease  payment for January 2004
were paid in December  2003. No rent expense was recorded in 2003 or 2002 except
for office overhead  referred to in Note 2 above.  The following are the minimum
lease rentals for the calendar years ending December 31:

                                       30
<PAGE>

NOTE 8 - SUBSEQUENT EVENTS - continued

             2005     $102,434
             2006     $105,507
             2007     $108,672
             2008     $111,932
             2009     $115,290

Related Party Transaction

As of March 31,  2004  balance  sheet  caption  of "other  assets-related  party
advances" are advances of $125,000 to a related party,  Rev's Sports Grille. The
Company's  advances  were made to  enable  the  related  party to  complete  the
necessary  improvements  in its Phoenix  sports bar facility in which to provide
for the Company's Beta testing and ultimate demonstration and utilization of its
racecar for profit.  It is estimated  the total cost of the  improvements  could
cost approximately $400,000.

All  schedules  are omitted  because  they are not  applicable  or the  required
information is shown in the financial statements or notes thereto.


     b) Exhibits

The  exhibits  listed  below are required by Item 601 of  Regulation  S-K.  Each
management contract or compensatory plan or arrangement  required to be filed as
an exhibit to this Form 10-K has been identified.

Exhibit
Number            Description of Document
------            -----------------------
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
10.1  (b)      Asset Purchase Agreement between Oxford Ventures, Inc. and
                    Daniel K. Leonard and Albert Plant dated December 2, 2003
10.2  (b)      Consulting Agreement between Oxford Ventures, Inc. and Ocean
                    Way Investments, Ltd. dated December 2, 2003
31.1           CERTIFICATION  PURSUANT  TO RULE  13a-14  AND  15d-14  UNDER  THE
               SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
31.2           CERTIFICATION  PURSUANT  TO RULE  13a-14  AND  15d-14  UNDER  THE
               SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
32.1           CERTIFICATION  PURSUANT  TO 18 U.S.C.  SECTION  1350,  AS ADOPTED
               PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
99.3  (b)      Press Release dated December 5, 2003
---------------

(a)  Included as an Exhibit to Oxford Ventures, Inc.'s registration statement on
     Form 10-SB dated March 8, 2002.
(b)  Included as an Exhibit to Oxford  Ventures,  Inc.'s  current report on Form
     8-K dated December 16, 2003
(b)  Reports on Form 8-K

On December 16, 2003,  the Company  filed a Form 8-k reporting on Item 1, Change
in Control of the Registrant,  Item 3, Acquisition or Disposition of Assets, and
Item 6, Resignation of Directors.

                                       31
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The  aggregate  fees billed for audit  services for the year ended  December 31,
2003 was  $4,150.00  Audit  Related  Fees.  The  Company  was not billed for any
assurance or related services, tax fees or any other fees during this period.

SIGNATURES

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

Date:    April 14, 2004             OXFORD VENTURES, INC.


                                            By:  /s/ Daniel K. Leonard
                                               ---------------------------------
                                               Daniel K. Leonard
                                               President, CEO, CFO

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

/s/ Daniel K. Leonard                      Director             April 14, 2004
--------------------------------
Daniel K. Leonard


/s/ Victor G. Shaefer                      Director             April 14, 2004
--------------------------------
Victor G. Shaefer

/s/ John Paul Pleskovitch                  Director             April 14, 2004
--------------------------------
John Paul Pleskovitch

/s/ Eric Hutton                            Director             April 14, 2004
--------------------------------
Eric Hutton


                                       32
<PAGE>