<PAGE>

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

                                  FORM 10-KSB/A

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                                      1934

                         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)

                 1481 Barrow Street, North Vancouver, BC V7J 1B6
                    (Address of principal executive offices)

                                 (604) 986-6869
                           (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, 2002. $[______]

Number of outstanding shares of the registrant's par value $0.001 common stock,
as of December 31, 2002. 1,903,276


<PAGE>

                              OXFORD VENTURES, INC.
                                   FORM 10-KSB
                                      INDEX

                                                                            Page
                                                                            ----
                                     Part I

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

Item 2. Properties.............................................................9

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...............................................................10

Item 6. Management's Discussion and Analysis of Financial
        Condition and Results of Operation....................................11

Item 7. Financial Statements and Supplementary Data...........................13

Item 8. Changes in and Disagreements with Accountants on
        Accounting and Financial Disclosure...................................13

                                    Part III

Item 9. Directors and Executive Officers of the Registrant....................13

Item 10. Executive Compensation...............................................14

Item 11. Security Ownership of Certain Beneficial Owners and Management.......15

Item 12. Certain Relationships and Related Transactions.......................16

                                     Part IV

Item 13. Exhibits, Financial Statement Schedule and Reports on Form 8-K.......16

Item 14. Controls and Procedures..............................................17

Signatures ...................................................................17

                                                                               2

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                                     Part I

ITEM 1.  BUSINESS

When used in this Form 10-KSB, 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.

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.

                                                                               3

<PAGE>

On February 8, 2002, the Company sold all of the shares the Company held in its
wholly owned subsidiary.

The Company has never engaged in an active trade or business and has never been
able to move beyond the development stage since inception. 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.

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. The Company is considered a development stage company
and its principal business purpose now is to locate and consummate a merger or
acquisition with a private entity. Because of the Company's current status
having no assets and no recent operating history, in the event the Company does
successfully acquire or merge with an operating business opportunity, it is
likely that the Company's present shareholders will experience substantial
dilution and there will be a probable change in control of the Company.

The Company is voluntarily filing its registration statement on Form 10-SB in
order to make information concerning itself more readily available to the
public. Management believes that being a reporting company under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), could provide a
prospective merger or acquisition candidate with additional information
concerning the Company. In addition, management believes that this might make
the Company more attractive to an operating business opportunity as a potential
business combination candidate. When the registration statement becomes
effective, the Company is obligated to file with the Commission certain interim
and periodic reports including an annual report containing audited financial
statements. The Company intends to continue to voluntarily file these periodic
reports under the Exchange Act even if its obligation to file such reports is
suspended under applicable provisions of the Exchange Act.

Any target acquisition or merger candidate of the Company will become subject to
the same reporting requirements as the Company upon consummation of any such
business combination. Thus, in the event that the Company successfully completes
an acquisition or merger with another operating business, the resulting new
business must provide audited financial statements for at least the two most
recent fiscal years or, in the event that the combined operating business has
been in business less than two years, audited financial statements will be
required from the period of inception of the target acquisition or merger
candidate.

The Company's principal executive offices are located at: 1481 Barrow Street,
North Vancouver, BC, V7J 1B6.

                                                                               4

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

The Company has no recent operating history and no representation is made, nor
is any intended, that the Company will be able to carry on future business
activities successfully. Further, there can be no assurance that the Company
will have the ability to acquire or merge with an operating business, business
opportunity or property that will be of material value to the Company.

Management plans to investigate, research and, if justified, potentially acquire
or merge with one or more businesses or business opportunities. The Company
currently has no commitment or arrangement, written or oral, to participate in
any business opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider. Management will have
broad discretion in its search for and negotiations with any potential business
or business opportunity.

Sources of Business Opportunities
---------------------------------

The Company intends to use various sources in its search for potential business
opportunities including its officers and directors, consultants, special
advisors, securities broker-dealers, venture capitalists, members of the
financial community and others who may present management with unsolicited
proposals. Because of the Company's lack of capital, it may not be able to
retain a fee based professional firm specializing in business acquisitions and
reorganizations. Rather, the Company will most likely have to rely on outside
sources, not otherwise associated with the Company, that will accept their
compensation only after the Company has finalized a successful acquisition or
merger.

The Company did engage Peter Braun in the past as a consultant for this purpose.
Dr. Braun was later appointed Secretary of the Company and will continue to seek
out potential acquisition candidates in his capacity as officer of the Company.
The Company has not engaged any other consultants nor does it currently have any
other prospective consultants for these purposes. The Company does not intend to
restrict its search to any specific entered into any definitive agreements nor
understandings regarding retention of any consultant to assist the Company in
its search for business opportunities, nor is management presently in a position
to actively seek or retain kind of industry or business. The Company may
investigate and ultimately acquire a venture that is in its preliminary or
development stage, is already in operation, or in various stages of its
corporate existence and development.

Management cannot predict at this time the status or nature of any venture in
which the Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The most likely
scenario for a possible business arrangement would involve the acquisition of,
or merger with, an operating business that does not need additional capital, but
which merely desires to establish a public trading market for its shares.

Management believes that the Company could provide a potential public vehicle
for a private entity interested in becoming a publicly held corporation without
the time and expense typically associated with an initial public offering.

                                                                               5

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Evaluation
----------

Once the Company has identified a particular entity as a potential acquisition
or merger candidate, management will seek to determine whether acquisition or
merger is warranted or whether further investigation is necessary. Such
determination will generally be based on management's knowledge and experience,
or with the assistance of outside advisors and consultants evaluating the
preliminary information available to them. Management may elect to engage
outside independent consultants to perform preliminary analysis of potential
business opportunities. However, because of the Company's lack of capital it may
not have the necessary funds for a complete and exhaustive investigation of any
particular opportunity. Management will not devote full time to finding a merger
candidate, and will continue to engage in outside unrelated activities, and
anticipates devoting no more than an average of five (5) hours weekly to such
undertaking.

In evaluating such potential business opportunities, the Company will consider,
to the extent relevant to the specific opportunity, several factors including
potential benefits to the Company and its shareholders; working capital,
financial requirements and availability of additional financing; history of
operation, if any; nature of present and expected competition; quality and
experience of management; need for further research, development or exploration;
potential for growth and expansion; potential for profits; and other factors
deemed relevant to the specific opportunity.

Because the Company has not located or identified any specific business
opportunity as of the date hereof, there are certain unidentified risks that
cannot be adequately expressed prior to the identification of a specific
business opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to
operate successfully. Many of the potential business opportunities available to
the Company may involve new and untested products, processes or market
strategies, which may not ultimately prove successful.

Form of Potential Acquisition or Merger
---------------------------------------

Presently, the Company cannot predict the manner in which it might participate
in a prospective business opportunity. Each separate potential opportunity will
be reviewed and, upon the basis of that review, a suitable legal structure or
method of participation will be chosen. The particular manner in which the
Company participates in a specific business opportunity will depend upon the
nature of that opportunity, the respective needs and desires of the Company and
management of the opportunity, and the relative negotiating strength of the
parties involved. Actual participation in a business venture may take the form
of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may act directly
or indirectly through an interest in a partnership, corporation, or other form
of organization, however, the Company does not intend to participate in
opportunities through the purchase of minority stock positions.

                                                                               6

<PAGE>

Because of the Company's current status and its concomitant lack of assets or
relevant operating history, it is likely that any potential merger or
acquisition with another operating business will require substantial dilution of
the Company's existing shareholders. There will probably be a change in control
of the Company, with the incoming owners of the targeted merger or acquisition
candidate taking over control of the Company. Management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunity candidates, since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and correspondent ending
relative bargaining power of the parties. However, management will endeavor to
negotiate the best possible terms for the benefit of the Company's shareholders
as the case arises.

Management does not have any plans to borrow funds to compensate any persons,
consultants, promoters, or affiliates in conjunction with its efforts to find
and acquire or merge with another business opportunity. Management does not have
any plans to borrow funds to pay compensation to any prospective business
opportunity, or shareholders, management, creditors, or other potential parties
to the acquisition or merger. In either case, it is unlikely that the Company
would be able to borrow significant funds for such purposes from any
conventional lending sources. In all probability, a public sale of the Company's
securities would also be unfeasible, and management does not contemplate any
form of new public offering at this time. In the event that the Company does
need to raise capital, it would most likely have to rely on the private sale of
its securities. Such a private sale would be subject to available exemptions, if
any applies. However, no private sales are contemplated by the Company's
management at this time. If a private sale of the Company's securities is deemed
appropriate in the future, management will endeavor to acquire funds on the best
terms available to the Company. However, there can be no assurance that the
Company will be able to obtain funding when and if needed, or that such funding,
if available, can be obtained on terms reasonable or acceptable to the Company.
Although not presently anticipated by management, there is a possibility that
the Company might sell its securities to its management or affiliates.

In the event of a successful acquisition or merger, a finder's fee, in the form
of cash or securities of the Company, may be paid to persons instrumental in
facilitating the transaction. The Company has not established any criteria or
limits for the determination of a finder's fee, although most likely an
appropriate finder's fee will be negotiated between the parties, including the
potential business opportunity candidate, based upon economic considerations and
reasonable value as estimated and mutually agreed at that time. A finder's fee
would only be payable upon completion of the proposed acquisition or merger in
the normal case, and management does not contemplate any other arrangement at
this time. Management has not actively undertaken a search for, nor retention
of, any finder's fee arrangement with any person. It is possible that a
potential merger or acquisition candidate would have its own finder's fee
arrangement, or other similar business brokerage or investment banking
arrangement, whereupon the terms may be governed by a pre-existing contract; in
such case, the Company may be limited in its ability to affect the terms of
compensation, but most likely the terms would be disclosed and subject to
approval pursuant to submission of the proposed transaction to a vote of the
Company's shareholders. Management cannot predict any other terms of a finder's
fee arrangement at this time. It would be unlikely that a finder's fee payable
to an affiliate of the Company would be proposed because of the potential
conflict of interest issues. If such a fee arrangement was proposed, independent
management and directors would negotiate the best terms available to the Company
so as not to compromise the fiduciary duties of the affiliate in the proposed
transaction, and the Company would require that the proposed arrangement would
be submitted to the shareholders for prior ratification in an appropriate
manner.

                                                                               7

<PAGE>

Management does not contemplate that the Company would acquire or merge with a
business entity in which any affiliates of the Company have an interest. Any
such related party transaction, however remote, would be submitted for approval
by an independent quorum of the Board of Directors and the proposed transaction
would be submitted to the shareholders for prior ratification in an appropriate
manner. None of the Company's managers, directors, or other affiliated parties
have had any contact, discussions, or other understandings regarding any
particular business opportunity at this time, regardless of any potential
conflict of interest issues. Accordingly, the potential conflict of interest is
merely a remote theoretical possibility at this time.

Possible Blank Check Company Status
-----------------------------------

While the Company may be deemed a "shell" company at this time, it does not
constitute a "blank check" company under pertinent securities law standards.
Accordingly, the Company is not subject to securities regulations imposed upon
companies deemed to be "blank check companies." If the Company were to file a
registration statement under Securities Act of 1933 and, at such time, priced
its shares at less than $5.00 per share and continued to have no specific
business plan, it would then be classified as a blank check company.

If in the future the Company were to become a blank check company, adverse
consequences could attach to the Company. Such consequences can include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering, loss of voting control to public shareholders
and the additional steps required to comply with various federal and state laws
enacted for the protection of investors, including so-called "lockup" agreements
pending consummation of a merger or acquisition that would take it out of blank
check company status.

Many states have statutes, rules and regulations limiting the sale of securities
of "blank check" companies in their respective jurisdictions. Management does
not intend to undertake any efforts to cause a market to develop in the
companies securities or to undertake any offering of the Company's securities,
either debt or equity, until such time as the Company has successfully
implemented its business plan described herein. In the event the Company
undertakes the filing of a registration statement under circumstances that
classifies it as a blank check company the provisions of Rule 419 and other
applicable provisions will be complied with.

Rights of Shareholders
----------------------

It is presently anticipated by management that prior to consummating a possible
acquisition or merger, the Company will seek to have the transaction ratified by
shareholders in the appropriate manner. Most likely, this would require a
general or special shareholder's meeting called for such purpose, wherein all
shareholder's would be entitled to vote in person or by proxy. In the notice of
such a shareholder's meeting and proxy statement, the Company will provide
shareholders complete disclosure documentation concerning a potential
acquisition of merger candidate, including financial information about the
target and all material terms of the acquisition or merger transaction.

                                                                               8

<PAGE>

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

Because the Company has not identified any potential acquisition or merger
candidate, it is unable to evaluate the type and extent of its likely
competition. The Company is aware that there are several other public companies
with only nominal assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's lack of funds, it
may be difficult to successfully compete with these other companies.

As of the date hereof, the Company does not have any employees and has no plans
for retaining employees until such time as the Company's business warrants the
expense, or until the Company successfully acquires or merges with an operating
business. The Company may find it necessary to periodically hire part-time
clerical help on an as-needed basis.

Facilities
----------

The Company is currently using as its principal place of business the office of
its President located North Vancouver, B.C.

The value of the use of the Company's facilities provided by management is
estimated at $100/month. It is contemplated that at such future time as an
acquisition or merger transaction may be completed, the Company will secure
commercial office space from which it will conduct its business. Until such an
acquisition or merger, the Company lacks any basis for determining the kinds of
office space or other facilities necessary for its future business. The Company
has no current plans to secure such commercial office space. It is also possible
that a merger or acquisition candidate would have adequate existing facilities
upon completion of such a transaction, and the Company's principal offices may
be transferred to such existing facilities.

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.

                                                                               9

<PAGE>

ITEM 2.  PROPERTIES

The information required by this Item 3 is not applicable to this Form 10-SB due
to the fact that the Company does not own or control any material property.

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.

                                     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.

                                                                              10

<PAGE>

At December 31, 2002 there were 74 holders of record of the Company's Common
Stock and the Company has issued and outstanding 10,646,121 shares of Common
Stock. A reverse 200-for-1 stock split occurred on January 30, 2002, decreasing
the number of shares held by existing shareholders to a total of 53, 276 issued
and outstanding shares. Of these shares 25,424 are free trading and 27,852 are
restricted. On February 8, 2002 the Company issued 1,500,000 shares pursuant to
the terms of three subordinated notes. Such shares were issued subject to Rule
144 and may not be sold and/or transferred without further registration under
the Act or pursuant to an applicable exemption. In general, under Rule 144 as
currently in effect, a person (or persons whose shares are aggregated) who has
beneficially owned restricted shares of the Company for at least one year,
including any person who may be deemed to be an "affiliate" of the Company (as
the term "affiliate" is defined under the Act), is entitled to sell, within any
three-month period, an amount of shares that does not exceed the greater of (i)
the average weekly trading volume in the Company's common stock during the four
calendar weeks preceding such sale, or (ii) 1 % of the shares then outstanding.
A person who is not deemed to be an "affiliate" of the Company and who has held
restricted shares for at least three years would be entitled to sell such shares
without regard to the resale limitations of Rule 144.

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

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

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 with no assets or capital
and with no operations or income since inception. 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). It is anticipated that the Company will
require only nominal capital to maintain the corporate viability of the Company
and necessary funds will most likely be provided by the Company's existing
shareholders or its officers and directors in the immediate future. However,
unless the Company is able to facilitate an acquisition of or merger with an
operating business or is able to obtain significant outside financing, there is
substantial doubt about its ability to continue as a viable corporation.

                                                                              11

<PAGE>

In the opinion of management, inflation has not and will not have a material
effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

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

During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item I above. Because the
Company lacks finds, it may be necessary for the officers and directors to
either advance funds to the Company or to incur expenses until such time as a
successful business consolidation can be made. Management intends to hold
expenses to a minimum and to obtain services on a contingency basis when
possible. Further, the Company's President and sole Director will defer any
compensation until such time as an acquisition or merger can be accomplished and
will strive to have the business opportunity provide their remuneration.
However, if the Company engages outside advisors or consultants in its search
for business opportunities, it may be necessary for the Company to attempt to
raise additional funds.

As of the date hereof, the Company has only engaged in one agreement to use
outside consultants in search for business opportunities. The Company signed a
consulting agreement with Peter Braun on November 15, 2001, and agreed to pay
Dr. Braun 250,000 (1,250 current equivalent) common shares for his services. The
Company has not made any other arrangements or definitive agreements to use
outside advisors or consultants or to raise any capital. In the event the
Company does need to raise capital most likely the only method available to the
Company would be the private sale of its securities. Because of the nature of
the Company as a development stage company, it is unlikely that it could make a
public sale of securities or be able to borrow any significant sum, from either
a commercial or private lender. There can be no assurance that the Company will
be able to obtain additional funding when and if needed, or that such funding,
if available, can be obtained on terms acceptable to the Company.

The Company does not intend to use any employees, with the possible exception of
part-time clerical assistance on an as-needed basis. Outside advisors or
consultants will be used only if they can be obtained for minimal cost or on a
deferred payment basis. Management is confident that it will be able to operate
in this manner and to continue its search for business opportunities during the
next twelve months.

                                                                              12

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this Item is included as a separate Exhibit to this report.
Please see pages F-1 through F-10.

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.

                                    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
----                               ---                      --------

Robert Harrison                     49            President, Treasurer, 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.

                                                                              13

<PAGE>

(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.

Robert Harrison
President, Treasurer, and sole Director (as of January 13, 2000)
----------------------------------------------------------------

For the past five years Robert Harrison has been self employed as the owner and
operator of Harrison Performance Engineering, a business which offers services
in diagnosis, manufacturing, development, and engineering in all mechanical
fields. A number of these pursuits have resulted in world records and patents.
Mr. Harrison is responsible for all areas of project management, from employee
selection to direct application of ideas.

(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.

                                                                              14

<PAGE>

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. Further, the Company has not entered
into an employment agreement with any of its officers, directors or any other
persons and no such agreements are anticipated in the immediate future. It is
intended that the Company's directors will defer any further compensation until
such time as an acquisition or merger can be accomplished and will strive to
have the business opportunity provide their remuneration.

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 1,903,276 shares
outstanding at December 31, 2002.

Title of        Name and Address of          Amount of Beneficial      Percent
Class           Beneficial Owner             Interest                  of Class
--------------------------------------------------------------------------------

Common          Robert Harrison                     600,600             31.6%
                1481 Barrow Street
                North Vancouver, BC  V7J 1B6

Common          Thomas Braun                        600,000             31.5%
                Suite 309, 837 West Hastings St.
                Vancouver, BC  V6C 3N6

                Joe D'Ovidio                        500,000             26.3%
                3002 Kitchener Street
                Vancouver, BC  V7J 1B6

                Peter Braun                         101,250              5.3%
                11789 - 79A Avenue
                Delta, BC  V4C 1V7

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                                          Amount of             Percent
Class    Name and Address         Title           Beneficial Interest   of Class
--------------------------------------------------------------------------------

Common   Robert Harrison          President        600,600               31.6%
                                    Secretary
                                    Director

Total as a group                                   600,600               31.6%

                                                                              15

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On March 4, 2002, Robert Harrison, the president of the Company, Peter Braun,
the Secretary of the Company, and Thomas Braun, the Company's attorney were each
issued 100,000 common shares pursuant to Consulting Agreements.

                                     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, 2001 are filed as part of this
report.

         (1) Financial statements of Oxford Ventures, Inc.

                                                                            Page

Independent Auditor's Report for year ended December 31, 2002................F-1

Balance Sheet at end of December 31, 2002....................................F-2

Statement of Losses for the years ended of December 31, 2002 and 2001........F-3

Statement of Deficiency in Stockholders' Equity for the years ended
  December 31, 2002 and 2001.................................................F-4

Statement of Cash Flows for the years ended December 31, 2002 and 2001.......F-5

Notes to Financial Statements................................................F-6

         (2) Financial Statement Schedules

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

         (3) 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
99.1           Section 906 Certification of CEO
99.2           Section 906 Certification of CFO
------------------

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

b) Reports on Form 8-K

The Company did not file any current reports on Form 8-K during the reporting
period.

                                                                              16

<PAGE>

Item 17.  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, 2002 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, 2002 the date of their most evaluation of
such controls, and that there was no significant deficiencies or material
weaknesses in the registrant's internal controls.


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:    March 27, 2003              OXFORD VENTURES, INC.

                                     By: /s/ Robert Harrison
                                         ---------------------------------
                                         Robert Harrison
                                         President

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/ Robert Harrison               Director                   March 27, 2003
-------------------------
Robert Harrison

                                                                              17

CERTIFICATIONS

I, Robert Harrison, certify that:

1.       I have reviewed this annual report on Form 10-KSB of Oxford
         Ventures, Inc.;

2.       Based on my knowledge, this annaul report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report ;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14 ) for the registrant
         and have :

         (a)      Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities , particularly during the
                  period in which this annual report is being prepared ;
         (b)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report ( the "Evaluation
                  date"); and
         (c)      Presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation date ;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         registrant's board of directors:

         (a)      All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls, and
         (b)      Any fraud, whether or not material , that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls ; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation including
         any corrective actions with regard to significant deficiencies and
         material weaknesses.

Date : May 1, 2003


/s/ Robert Harrison
-------------------
Robert Harrison
President

<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
OXFORD VENTURES, INC.
NORTH VANCOUVER, BC

We have audited the accompanying balance sheet of Oxford Ventures, Inc., Inc. (a
Nevada corporation in the development stage company) as of December 31, 2002,
and the related statements of operations, changes in stockholders' equity
(deficit), and cash flows for each of the two years in the period then ended.
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 audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Oxford Ventures, Inc. as of
December 31, 2002, and the results of its operations and its cash flows for each
of the two years in the period then ended, 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 and has a negative
working capital and a deficit in stockholders' equity. 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 these uncertainties.

/s/ Braverman & Company, P.C.
-----------------------------
Braverman & Company, P.C.
Prescott, Arizona
February 10, 2003

                                       F-1

<PAGE>

                              OXFORD VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2002

                                     ASSETS

CURRENT ASSETS- cash held in trust by related party                   $     989
                                                                      ----------

                                                                      $     989
                                                                      ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

CURRENT LIABILITIES
  Accounts payable                                                    $     503
  Accrued payroll                                                         2,500
  Shareholder advances                                                    5,389
                                                                      ----------

TOTAL CURRENT LIABLITIES                                                  8,392
                                                                      ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock, par value $.001, 100,000,000 shares
    authorized, 1,903,276 issued and outstanding                          1,903
  Paid-in capital                                                       111,118
  Contributed capital                                                     9,850
  (Deficit) accumulated during the development stage                   (130,274)
                                                                      ----------

          Total Stockholders' Equity (Deficit)                           (7,403)
                                                                      ----------

                                                                      $     989
                                                                      ==========

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-2


<PAGE>
<TABLE>

                                     OXFORD VENTURES, INC.
                                 (A DEVELOPMENT STAGE COMPANY)
                                   STATEMENTS OF OPERATIONS

<CAPTION>

                                                                                 CUMMULATIVE
                                                                                    FROM
                                                                                 SEPTEMBER 17,
                                                                                    1987
                                                        FOR THE YEARS ENDED      (INCEPTION)
                                                            DECEMBER 31,             TO
                                                   ---------------------------   DECEMBER 31,
                                                       2002           2001           2002
                                                   ------------   ------------   ------------
                                                                                  (UNAUDITED)
<S>                                                <C>            <C>            <C>
REVENUE                                            $        --    $        --    $        --
                                                   ------------   ------------   ------------

EXPENSES:
   General and administrative                           22,516          9,660         95,968
   Equity in (loss) of unconsolidated subsidiary            --             --         34,301
     interest                                             (168)           168              5
                                                   ------------   ------------   ------------

          Total Expenses                                22,348          9,828        130,274
                                                   ------------   ------------   ------------

NET (LOSS)                                         $   (22,348)   $    (9,828)   $  (130,274)
                                                   ============   ============   ============

NET (LOSS) PER COMMON SHARE-BASIC                  $     (0.01)   $     (0.20)
                                                   ============   ============

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                         1,719,943         50,106
                                                   ============   ============

                        SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                              F-3
</TABLE>


<PAGE>
<TABLE>

                                                        OXFORD VENTURES, INC.
                                                    (A DEVELOPMENT STAGE COMPANY)
                                            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<CAPTION>

                                                                                   (DEFICIT)
                                                                                         ACCUMULATED
                                                                                    DURING THE
                                          COMMON STOCK      PAID-IN   CONTRIBUTED        DEVELOPMENT
                                       ---------------------
                                         SHARES     AMOUNT  CAPITAL    CAPITAL       STAGE          TOTAL
                                       -------------   -------------   -------------   -------------   -------------   -------------
<S>                                    <C>             <C>             <C>             <C>             <C>             <C>
(unaudited)
BALANCE, AT INCEPTION                            --    $         --    $         --    $         --    $         --    $         --
  Stock issued for services              30,786,970          30,787                                                          30,787
  Reverse stock split 600 for 1         (30,733,239)        (30,733)         30,733                                              --

  Net (loss) for the year                                                                                   (30,787)        (30,787)
                                       -------------   -------------   -------------   -------------   -------------   -------------

BALANCE, DECEMBER 31, 1997                   53,731              54          30,733              --         (30,787)             --
  Stock issued in a private placement
   in August 1998, net of offering
   costs of $5,700                        5,070,000           5,070           4,440                                           9,510
  Net (loss) for the year                                                                                    (9,510)         (9,510)
                                       -------------   -------------   -------------   -------------   -------------   -------------

BALANCE, DECEMBER 31,1998                 5,123,731           5,124          35,173              --         (40,297)             --

  Net (loss) for the year                                                                                   (12,050)        (12,050)
                                       -------------   -------------   -------------   -------------   -------------   -------------

BALANCE, DECEMBER 31,1999                 5,123,731           5,124          35,173              --         (52,347)        (12,050)

 Stock issued at $.01, October 12         4,772,390           4,772          42,952                                          47,724
 Contributed capital                          3,700                                           3,700
 Net (loss) for the year                                                                                    (45,751)        (45,751)
                                       -------------   -------------   -------------   -------------   -------------   -------------

BALANCE, DECEMBER 31,2000 (UNAUDITED)     9,896,121           9,896          78,125           3,700         (98,098)         (6,377)
(AUDITED) Stock issued November 15 to
 acquire subsidiary company                 500,000             500                                                             500
Stock issued for services at $.01
  on November 15                            250,000             250           2,250                                           2,500
 Contributed capital                                                                          4,950                           4,950
 Reverse stock split, 200 for 1
  January 4, 2002                       (10,592,845)        (10,593)         10,593                                              --
 Net (loss) for the year                                                                                     (9,828)         (9,828)
                                       -------------   -------------   -------------   -------------   -------------   -------------

BALANCE, DECEMBER 31, 2001                   53,276              53          90,968           8,650        (107,926)         (8,255)

Conversion of subordinated
  convertible debentures on
  February 8, 2002, at $.01
  per sharE                               1,500,000           1,500          13,500                                          15,000
Stock issued for services at
  $.02 per share on March 4, 2002           350,000             350           6,650                                           7,000
 Contributed capital                                                                          1,200                           1,200
 Net (loss) for the year                                                                                    (22,348)        (22,348)
                                       -------------   -------------   -------------   -------------   -------------   -------------

BALANCE, DECEMBER 31, 2002                1,903,276    $      1,903    $    111,118    $      9,850    $   (130,274)   $     (7,403)
                                       =============   =============   =============   =============   =============   =============

                                           SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                                                             F-4

</TABLE>


<PAGE>
<TABLE>

                                    OXFORD VENTURES, INC.
                                (A DEVELOPMENT STAGE COMPANY)
                                  STATEMENTS OF CASH FLOWS

<CAPTION>

                                                                                CUMMULATIVE
                                                                                   FROM
                                                                                SEPTEMBER 17,
                                                                                   1987
                                                          FOR THE YEARS ENDED   (INCEPTION)
                                                              DECEMBER 31,         TO
                                                       -----------------------   DECEMBER 31,
                                                          2002         2001        2002
                                                       ----------   ----------   ----------
                                                                                 (UNAUDITED)
<S>                                                    <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net (loss) from operations                          $ (22,348)   $  (9,828)   $(130,274)
   Adjustments to reconcile net (loss) to net
     cash used by operating activities:
          Contributed capital                              1,200        4,950        9,850
          Impairment loss provided by stock issuance                      500          500
          Stock issued for services                        7,000        2,500       40,285
          Changes in:
               Trust funds                                11,313      (12,303)        (989)
               Accounts payable                              503       (1,070)         503
               Accrued liabilities                         2,332          168        2,500
               Shareholder advances                                        18        5,389
                                                       ----------   ----------   ----------

           Net Cash (Used) by Operating Activities             0      (15,065)     (72,236)
                                                       ----------   ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from subordinated convertible debentures          --       15,000       15,000
   Shareholder loans                                                                10,084
   Proceeds from sale of common stock                                               47,151
                                                       ----------   ----------   ----------

          Net Cash From Financing Activities                  --       15,000       72,235
                                                       ----------   ----------   ----------

NET INCREASE IN CASH                                           0          (65)          --

CASH, beginning of period                                     --           65           --
                                                       ----------   ----------   ----------

CASH, end of period                                    $      --    $      --    $      --
                                                       ==========   ==========   ==========

SUPPLEMENTAL SCHEDULE OF NONCASH
  INVESTING AND FINANCING ACTIVITIES:
     Stock issued for loan reductions                  $  15,000                 $  25,084
                                                       ==========                ==========

                       SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                             F-5
</TABLE>


<PAGE>

                              OXFORD VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          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. The Company's objective is to merge with a company
whose operations will be sufficient to sustain positive cash flows and achieve
profitable operations. Its year-end is December 31.

BASIS OF PRESENTATION
---------------------
Although the Company owned 100 percent of a Canadian corporation as of December
31, 2001, the accompanying financial statements for 2001included the subsidiary
on an unconsolidated basis, as provided by Financial Accounting Standards Board
Opinion number 94, since its control was considered temporary. All of the shares
of NLC were returned to its former owners on February 7, 2002. Accordingly, the
loss of the investment in the subsidiary is included in the results of
operations for the year 2001 on the equity basis of accounting.

All references herein to common stock are on a 200 for 1 post-split basis.

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 and has a negative working capital and a deficit in
stockholders equity. The Company's ability to continue in existence is dependent
on its ability to develop additional sources of capital, locate and merge with a
profitable merger candidate, or achieve profitable operations. Management's plan
is to pursue the acquisition of a viable entity. 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 to date must be
deferred until the Company commences business and then they may be charged
against operations over a 60-month period or permanently capitalized. Since the
Company is not in business as of December 31, 2002, approximately $85,000 of
accumulated deductible expenses incurred since inception will be deferred as
start-up costs. The balance of $35,000, due to the loss of a subsidiary's
operations, principally in 2000, represents a loss carry-forward which expires
in 2020, if not utilized. The total deferred tax benefit for tax purposes is
$24,000 as of December 31, 2002 of which $4,000

                                       F-6

<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

originated in 2002 and $1,000 in 2001. A valuation allowance of approximately
$24,000 for all tax benefits has been provided through December 31, 2002, since
there is no assurance of future taxable income at the present time, in the
opinion of management.

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".

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 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.

NOTE 2 - CONTRIBUTED CAPITAL

Contributed capital since 1999 of $9,850 consists of management services of
$6,250 and office expenses of $3,600 contributed by management, based on their
respective fair values.

NOTE 3 -SUBORDINATED CONVERTIBLE DEBENTURES

In November 2001, the Company issued 3 subordinated convertible debentures
totaling $15,000, convertible into a total of 1,500,000 shares of the Company's
common stock. Interest at 10 percent per annum was payable quarterly beginning
March 31, 2002. All proceeds and some funds previously received as loans were
transferred to a non-interest bearing trust account maintained by a law firm
whose principal owner is a consultant for the Company. As of December 31, 2002,
the trust fund balance was $989.

On February 8, 2002, all of the subordinated convertible debentures were
converted into 1,500,000 shares of the Company's $.001 par value common stock at
a value of $.01 per share, and accrued interest of $168 was forgiven.

NOTE 4 - SHAREHOLDER ADVANCES

In January 2000, the president/shareholder/sole director of the Company advanced
on a non-interest bearing and unsecured basis, a total of $5,373 to the Company.
As of December 31, 2002, the total loan was $5,389. No repayment of any
principal, which is due on demand, has been made.

                                       F-7

<PAGE>

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

NOTE 5 - INVESTMENT IN SUBSIDIARY

During fiscal year 2000, the Company sold 3,435,600 shares of its $.001 par
value common stock for $34,301 to finance the proposed operations National
Lighting Corp. (NLC), prior to its acquisition in 2001. In November 2001, the
Company issued 500,000 shares of its $.001 par value common stock valued at
$500, in exchange for all of the outstanding common stock of NLC, which became a
wholly-owned subsidiary, as agreed to in the stock acquisition agreement of
February 2, 2000. An additional 5,000,000 shares of the Company's $.001 par
value common stock were reserved for issuance through December 31, 2001, in
connection with an earn-out arrangement; however, no additional shares were
earned as of that date. The Investment made in the subsidiary of $500 was
considered totally impaired as of December 31, 2001, and was written off, and
included in the results of operations in 2001.

On February 7, 2002, all of the shares of NLC owned by the Company were returned
to its former owners for $1, thereby dissolving the ownership of NLC by the
Company. The Company's shares previously issued in connection with the
acquisition were retained by the former owners of NLC.

NOTE 6 - RELATED PARTY TRANSACTIONS

The following disclosures are in addition to related party disclosures appearing
elsewhere in these footnotes to financial statements.

ACQUISITION OF SUBSIDIARY
-------------------------

The president of the Company received 600 shares of the Company's $.001 par
value common stock at a value of $.01 per share, in connection with the
acquisition of the subsidiary discussed above.

SUBORDINATED CONVERTIBLE DEBENTURES
-----------------------------------

Two of the three lenders were parties related to the Company. One is the
president and sole director of the Company. The other is a company whose owner
is the father of the consultant to the Company whose law firm maintains the
trust funds for the debenture proceeds. The father received 1,250 shares valued
at $2,500 for services to be provided over a 6-month period commencing November
15, 2001.

NOTE 7 - STOCK SPLIT

On January 4, 2002, the Board of Directors approved a 200 for 1 reverse stock
split, the effect of which has been included in the accompanying financial
statements, including the calculation of loss per share on a comparative basis.

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