ULURU Inc. – ‘PRE 14C’ for 11/16/05

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Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Proxy Information Statement               29    111K 

Document Table of Contents

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

SCHEDULE 14C

 Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934

Check the appropriate box:                                                      

|X|  Preliminary Information Statement                                          

|_|  Confidential, for Use of the Commission Only (as permitted by Rule         
14c-5(d)(2))                                                          

|_|  Definitive Information Statement                                           

 OXFORD VENTURES, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)

Payment of Filing Fee (Check the appropriate box):                              

|X|  No fee required.                                                           

|_|  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.      

(1)  Title of each class of securities to which transaction applies:  

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

(2)  Aggregate number of securities to which transaction applies:     

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

(3)  Per unit price or other underlying value of transaction computed 
       pursuant to Exchange Act Rule 0-11 (set forth the ( amount on which
  the filing fee is calculated and state how it was determined):

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

(4)  Proposed maximum aggregate value of transaction:                 

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

(5)  Total fee paid:                                                  

|_|  Fee paid previously with preliminary materials.                            

|_|  Check box if any part of the fee is offset as provided by Exchange Act Rule
  0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

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 OXFORD VENTURES, INC.
 4538 South 140th Street
 Omaha, Nebraska 68137

 NOTICE OF
SPECIAL STOCKHOLDERS MEETING
 TO BE HELD ON DECEMBER 19, 2005

DEAR SHAREHOLDERS:                                                              

Notice is hereby given that Oxford Ventures, Inc., a Nevada corporation (the    
"Company"), pursuant to the Bylaws of the Company, will hold a special          
stockholders' meeting (the "Special Meeting") to be held at the offices of the  
Company's special counsel, Gottbetter & Partners, LLP, at 488 Madison Avenue,   
New York, New York 10022 on December 19 2005 at eleven o'clock in the morning,  
Eastern Time:                                                                   

     (1)  To amend our Certificate of Incorporation substantially in the form of
        Exhibit 1 to effect a reverse stock split (the "Stock Split") of our
common stock of one share, with a par value of $0.001, for  
          four-hundred shares outstanding so that every four-hundred outstanding
     shares of common stock before the Stock Split shall represent one
      share of common stock, with a par value of $0.001, after the Stock
        Split with all fractional shares rounded up to the next whole share.

(2)  Upon completion of the Stock Split, to amend our Certificate of  
        Incorporation substantially in the form of Exhibit 1 to decrease the
         amount of authorized capital from 400,000,000 shares of common stock,
         $.001 par to 200,000,000 shares of common stock, $.001 par value, and
        to authorize the issuance of up to 20,000 shares of Preferred Stock,
par value $0.001 per share (the "Share Amendment").         

(3)  To adopt the Uluru Inc. 2005 Equity Incentive Plan (the "Plan"), 
          substantially in the form of Exhibit 2, pursuant to which our board of
    directors is given the ability to provide incentives through the
       issuance of options, stock, restricted stock, and other stock-based
      awards, representing up to 2,000,000 share of the Company's common
     stock, to certain employees, directors, officers and non-employee
service providers.                                          

     (4)  To amend our Certificate of Incorporation substantially in the form of
         Exhibit 3 to change our name from Oxford Ventures, Inc. to Uluru Inc.
    (the "Name Change") contingent upon the completion of the merger
between Uluru Inc. and Uluru Acquisition Corp.              

    (5)  To appoint Kerry P. Gray, William W. Crouse, Jeffery B. Davis and Dr.
         David Reese as the Company's directors (the "Director Appointments").

  We Are Not Asking You for a Proxy and You are Requested Not To Send Us a
Proxy.                                                                          

As of the close of business on November 8, 2005, the record date for shares     
entitled to vote at the Special Meeting, there were 399,999,704 shares of our   
common stock outstanding. In connection with the Stock Split, the Share         
Amendment, the Plan, the Name Change and the Director Appointments (together,   
the "Proposed Actions"), each share of our common stock is entitled to one vote.
Each of the Proposed Actions requires the affirmative vote of a majority of the 
outstanding shares of our common stock present at the Special Meeting. Prior to 
the mailing of this Information Statement, the Company's Board of Directors, by 
written consent on November 16, 2005 declared the advisability of the Proposed  
Actions and called this Special Meeting so that the stockholders can vote on the
Proposed Actions.                                                               

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By order of the Board of Directors,                                             
/s/ Daniel Leonard                                                              
-------------------                                                             

Chief Executive Officer                                                         

November 16, 2005                                                               
Oxford Ventures, Inc.                                                           
4538 South 140th  Street                                                        
Omaha, Nebraska  68137                                                          

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 INFORMATION STATEMENT REGARDING
 ACTION TAKEN BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS AND
 MAJORITY SHAREHOLDERS

We are furnishing this Information Statement on or about, November 25, 2005, to 
you to provide you with information and a description of the proposed actions to
be voted upon at a special stockholders' meeting (the "Special Meeting") to be  
held at the offices of Gottbetter & Partners, LLP, our special counsel, at 488  
Madison Avenue, New York, New York 10022 on December 19, 2005 at eleven in the  
morning Eastern Time.                                                           

 WE ARE NOT ASKING YOU FOR A PROXY AND
 YOU ARE REQUESTED NOT TO SEND US A PROXY.

     This Information Statement is being mailed on or about November 25, 2005 to
our common shareholders of record as at the close of business on November 8,    
2005. The Information Statement is being delivered only to inform you of the    
actions to be voted on at the Special Meeting.                                  

    We will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. We will reimburse       
brokerage firms and other custodians, nominees and fiduciaries for reasonable   
expenses incurred by them in sending this Information Statement to the          
beneficial owners of our common stock.                                          

 We will only deliver one Information Statement to multiple shareholders
sharing an address unless we have received contrary instructions from one or    
more of such shareholders. Upon written or oral request, we will promptly       
deliver a separate copy of this Information Statement and any future annual     
reports and information statements to any security holder at a shared address to
which a single copy of this Information Statement was delivered, or deliver a   
single copy of this Information Statement and any future annual reports and     
information statements to any security holder or holders sharing an address to  
which multiple copies are now delivered. You should direct any such requests to 
the following address:                                                          

 Oxford Ventures, Inc.
 4538 South 140th Street
 Omaha, NE 68137

GENERAL                                                                         

   Our Board of Directors by written consent has called the Special Meeting:

     (1)  To amend our Certificate of Incorporation substantially in the form of
        Exhibit 1 to effect a reverse stock split (the "Stock Split") of our
common stock of one share, with a par value of $0.001, for  
          four-hundred shares outstanding so that every four-hundred outstanding
     shares of common stock before the Stock Split shall represent one
      share of common stock, with a par value of $0.001, after the Stock
        Split with all fractional shares rounded up to the next whole share.

(2)  Upon completion of the Stock Split, to amend our Certificate of  
        Incorporation substantially in the form of Exhibit 1 to decrease the
         amount of authorized capital from 400,000,000 shares of common stock,
         $.001 par to 200,000,000 shares of common stock, $.001 par value (the
    "Share Amendment") and to authorize the issuance of up to 20,000
shares of Preferred Stock, par value $0.001 per share.      

(3)  To adopt the Uluru Inc. 2005 Equity Incentive Plan (the "Plan"), 
          substantially in the form of Exhibit 2, pursuant to which our board of
    directors is given the ability to provide incentives through the
issuance of options,                                        

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          stock, restricted stock, and other stock-based awards, representing up
to 2,000,000 share of the Company's common stock, to certain
      employees, directors, officers and non-employee service providers.

     (4)  To amend our Certificate of Incorporation substantially in the form of
         Exhibit 3 to change our name from Oxford Ventures, Inc., to Uluru Inc
        (the "Name Change"), contingent upon the completion of the merger by
Uluru Inc. into Uluru Acquisition Corp.                     

    (5)  To appoint Kerry P. Gray, William W. Crouse, Jeffery B. Davis and Dr.
         David Reese as the Company's directors (the "Director Appointments").

     As of the close of business on November 8, 2005, the record date for shares
entitled to vote at the Special Meeting, there were 399,999,704 shares of our   
common stock outstanding. In connection with the Stock Split, the Share         
Amendment, the Plan, the Name Change and the Director Appointments (together,   
the "Proposed Actions"), each share of our common stock is entitled to one vote.
Each of the Proposed Actions requires the affirmative vote of a majority of the 
outstanding shares of our common stock present at our meeting. We are           
incorporated in the State of Nevada. Under Nevada Revised Status ("URS") Section
78.310 and our Articles of Incorporation and By- laws, the Proposed Actions     
maybe taken by our stockholders at the Special Meeting.                         

  FIRST ACTION
 STOCK SPLIT

PURPOSE OF THE STOCK SPLIT                                                      

     On November 16, 2005, our Board approved an amendment to our Certificate of
Incorporation to effect a reverse stock split of our common stock of one share  
for four-hundred shares outstanding so that every four-hundred outstanding      
shares of common stock before the stock split shall represent one share of      
common stock after the stock split with all fractional shares rounded up to the 
next whole share. The Board believes that the Stock Split is desirable for      
several reasons. The Stock Split may enhance the acceptability of the common    
stock by the financial community and the investing public. The Board believes   
that the Stock Split may result in a broader market for the common stock than   
that which currently exists. The Stock Split may encourage interest and trading 
in our common stock and possibly promote greater liquidity for the Company's    
shareholders, although such liquidity could be adversely affected by the reduced
number of shares of common stock outstanding after the Stock Split Effective    
Date (defined below).                                                           

   Additionally, a variety of brokerage house policies and practices tend to
discourage individual brokers within those firms from dealing with lower-priced 
stocks. Some of those policies and practices pertain to the payment of broker's 
commissions and to time consuming procedures that function to make the handling 
of lower-priced stocks economically unattractive to brokers. In addition, the   
structure of trading commissions tends to have an adverse impact upon holders of
lower-priced stock because the brokerage commission on a sale of lower-priced   
stock generally represents a higher percentage of the sales price than the      
commission on a relatively higher-priced issue. The proposed Stock Split could  
result in a price level for the common stock that will reduce, to some extent,  
the effect of the above-referenced policies and practices of brokerage firms and
diminish the adverse impact of trading commissions on the market for the common 
stock. Any reduction in brokerage commissions resulting from the Stock Split may
be offset, however, in whole or in part, by increased brokerage commissions     
required to be paid by shareholders selling "odd lots" created by such Stock    
Split.                                                                          

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  However, there can be no assurance that any or all of these effects will
occur; including, without limitation, that the market price per share of New    
Common Stock (defined below) after the Stock Split will either exceed or remain 
in excess of the current market price. Further, there is no assurance that the  
market for the common stock will be improved. Shareholders should be aware that 
we cannot predict what effect the Stock Split will have on the market price of  
the common stock.                                                               

EFFECT OF THE REVERSE STOCK SPLIT                                               

   On the Stock Split Effective Date, each four-hundred shares of our common
stock issued and outstanding immediately prior to the Stock Split Effective Date
(the "Old Common Stock") will automatically and without any action on the part  
of the shareholders be converted into one share of our Common Stock (the "New   
Common Stock"). All fractional shares resulting from the Stock Split shall be   
rounded up to the next whole share. The Stock Split will not materially affect  
the proportionate equity interest in the Company of any holder of Old Common    
Stock or the relative rights, preferences, privileges or priorities of any such 
shareholder.                                                                    

 Consummation of the Stock Split will not alter the number of authorized
shares of common stock. Separate action is being taken to decrease the number of
authorized shares of Common Stock from 400,000,000 shares to 200,000,000 shares.

 Shareholders should note that certain disadvantages may result from the
adoption of the Stock Split. The number of outstanding shares of common stock   
will be decreased as a result of the Stock Split, and the number of authorized  
shares of common stock will decrease from 400,000,000 share of common stock to  
200,000,000 shares of common stock as a result of the Share Amendment, if       
approved. The Company will therefore have the authority to issue a greater      
number of shares of common stock following the Stock Split without the need to  
obtain shareholder approval to authorize additional shares, up to the maximum   
number of shares authorized by the Company's Articles of Incorporation. Any such
additional issuance may have the effect of significantly reducing the interest  
of the existing shareholders of the Company with respect to earnings per share, 
voting, liquidation value and book and market value per share.                  

    The par value of the common stock will remain at $.001 per share following
the Stock Split, and the number of shares of common stock outstanding will be   
reduced. As a consequence, the aggregate par value of the outstanding common    
stock will be reduced, while the aggregate capital in excess of par value       
attributable to the outstanding common stock for statutory and accounting       
purposes will be correspondingly increased. The Stock Split will not affect the 
Company's total shareholders' equity. All share and per share information would 
be retroactively adjusted following the Stock Split Effective Date to reflect   
the Stock Split for all periods presented in future filings.                    

The common stock is currently registered under Section 12(g) of the   
Securities Exchange Act of 1934 (the "Exchange Act"), and as a result, the      
Company is subject to the periodic reporting and other requirements of the      
Exchange Act. The Stock Split will not effect the registration of the common    
stock under the Exchange Act. After the Stock Split Effective Date, trades of   
the New Common Stock will be reported on the Pink Sheets and the                
Over-the-Counter Bulletin Board under a new symbol.                             

FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT                      

     We have not sought and will not seek an opinion of counsel or a ruling from
the Internal Revenue Service regarding the federal income tax consequences of   
the Stock Split. We believe that because the Stock Split is not part of a plan  
to increase any shareholder's proportionate interest in the assets or earnings  
and profits of the Company, the Stock Split will have the federal income tax    
effects set forth below.                                                        

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     The receipt of New Common Stock in the Stock Split should not result in any
taxable gain or loss to shareholders for federal income tax purposes. The tax   
basis of New Common Stock received as a result of the Stock Split will be equal,
in the aggregate, to the basis of the Old Common Stock exchanged for New Common 
Stock. The per share tax basis of the New Common Stock is based on the tax basis
of the Old Common Stock for which the New Common Stock is exchanged. For the    
purposes of determining whether short-term or long-term capital gains treatment 
will be applied to a shareholder's disposition of New Common Stock subsequent to
the Stock Split, a shareholder's holding period for the shares of Old Common    
Stock will be included in the holding period for the New Common Stock received  
as a result of the Stock Split.                                                 

     A shareholder will receive a whole share of New Common Stock in lieu of any
fractional share of New Common Stock which such shareholder would otherwise     
receive as a result of the Stock Split.                                         

The Stock Split will constitute a reorganization within the meaning of
Section 368(a)(1)(E) of the Internal Revenue Code or will otherwise qualify for 
general nonrecognition treatment, and the Company will not recognize any gain or
loss as a result of the Stock Split.                                            

   The discussion set forth above relates to the material federal income tax
consequences of the Stock Split. Shareholders are urged to consult their tax    
advisers as to the particular tax consequences to them of the Stock Split,      
including the federal, state, local, foreign and other tax consequences to them 
of the Stock Split.                                                             

EFFECTIVE DATE OF THE STOCK SPLIT                                               

   If approved at the Special Meeting, the Stock Split will become effective
(the "Stock Split Effective Date") upon the filing of the amendment to our      
Certificate of Incorporation with the Secretary of State of the State of Nevada.
A copy of the form of Certificate of Amendment of the Certificate of            
Incorporation is attached to this Information Statement on Exhibit 1.           

DISSENTERS' RIGHTS                                                              

We are a Nevada corporation and are governed by the NRS of the General
Corporation Law of Nevada. Under NRS Section 92A.380 holders of our voting      
securities are not entitled to dissenters' rights with respect to the Stock     
Split.                                                                          

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON                        

No director, executive officer, associate of any director or executive
officer or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the Stock Split that is not shared by all    
other shareholders of ours.                                                     

 SECOND ACTION
 DECREASE IN THE COMPANY'S AUTHORIZED SHARES

PURPOSE OF THE SHARE AMENDMENT                                                  

    On November 16, 2005 our Board approved an amendment to our Certificate of
Incorporation to decrease our authorized capitalization to 200,000,000 shares of
common stock, $.001 par value and to allow for the issuance of 20,000 shares of 
preferred stock, par value $0.001 per share.                                    

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 The Board of Directors believes that it is in the best interests of the
Company to decrease the authorized number of shares of common stock remaining   
after the effectiveness of the Stock Split. The decrease in the number of       
authorized shares of common stock would result in fewer shares of authorized but
unissued shares of common stock being available for future issuance. This would 
decrease the number of shares of common stock available for issuance for various
purposes, such as to raise capital, to make acquisitions or in response to      
takeover attempts by third parties (by, for example, reducing the number of     
shares available to the Company for issuance for the purpose of diluting the    
stock ownership of a third party contemplating a tender offer or other          
transaction for the combination of the Company with another company.) The       
Company believes, however, that after the proposed decrease the number of       
authorized but unissued shares of common stock remaining would be sufficient for
such purposes. Moreover, a decrease in our authorized capital will decrease our 
state franchise tax liabilities.                                                

EFFECT OF THE SHARE AMENDMENT                                                   

The decrease in authorized shares of common stock and the creation of 
authorized share of preferred stock will not have any immediate effect on the   
rights of existing shareholders.                                                

EFFECTIVE DATE OF THE SHARE DECREASE                                            

     If approved at the Special Meeting, the Share Amendment will take effect by
filing an amendment to our Certificate of Incorporation with the Secretary of   
State of the State of Nevada. A copy of the form of Certificate of Amendment of 
the Certificate of Incorporation is attached to this Information Statement in   
Exhibit 1.                                                                      

DISSENTERS' RIGHTS                                                              

We are a Nevada corporation. Under NRS Section 92A.380, holders of our
voting securities are not entitled to dissenters' rights with respect to the    
Share Amendment.                                                                

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON                        

No director, executive officer, associate of any director or executive
officer or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the Share Amendment that is not shared by all
other shareholders of ours.                                                     

THIRD ACTION
ADOPTION OF 2005 EQUITY INCENTIVE PLAN

General                                                                         

    On November 16, our Board of Directors approved a plan that will enable us
to grant equity and equity-linked awards to our directors, officers, employees  
and non-employee service providers. This plan is called the "2005 Equity        
Incentive Plan". The plan is intended to allow us to provide incentives that    
will (1) strengthen the desire of highly competent persons to serve as          
directors, officers and employees of our company and (2) further stimulate their
efforts on behalf of our company.                                               

Additional Information Concerning the 2005 Equity Incentive Plan                

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We have summarized below certain key provisions of the 2005 Equity    
Incentive Plan. This summary may not contain all the information that is        
important to you. Before you decide how to vote, you should review the entire   
plan. A copy of the plan is included as Exhibit 2.                              

Shares Available                                                                

The maximum number of shares of our common stock that may be delivered
under the plan is 2,000,000 subject to adjustment for certain specified changes 
to our capital structure. Some awards under the plan may link future payments to
the awardee to the future value of a specified number of shares of our common   
stock. The number of shares used for reference purposes in connection with these
awards will be considered "delivered" for purposes of computing the maximum     
number of shares that may be delivered under the plan. If an award under the    
plan terminates without the shares subject thereto being delivered, the shares  
subject to such award will thereafter be available for further awards under the 
plan.                                                                           

Eligibility                                                                     

  All directors, officers, employees and non-employee service providers of
our company are eligible to participate in the plan.                            

Administration                                                                

The administrator of the plan will be the Compensation/Stock Option   
Committee of the Board or any other committee which the Board designates to     
serve as the administrator of the plan. The committee serving as administrator  
(the "Committee") will, among other things, have the authority to:              

o    construe the plan and any award under the plan;                  

 o    select the directors, officers, employees and non-employee service
        providers and to whom awards may be granted and the time or times at
which awards will be granted;                               

     o    determine the number of shares of our common stock to be covered by or
used for reference purposes for any award;                  

o    determine and modify from time to time the terms, conditions, and
restrictions of any award;                                  

o    approve the form of written instrument evidencing any award;     

 o    accelerate or otherwise change the time or times at which an award
        becomes vested or when an award may be exercised or becomes payable;

    o    waive, in whole or in part, any restriction or condition with respect
to any award; and                                           

     o    modify, extend or renew outstanding awards, or accept the surrender of
outstanding awards and substitute new awards.               

The Committee has not yet made any awards under the plan. Because the 
granting of awards is in the sole discretion of the Committee, the nature and   
magnitude of future awards cannot currently be determined.                      

Types of Awards                                                                 

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The types of awards that may be made under the plan are stock options,
stock appreciation rights, restricted stock awards, and stock units. The        
Committee will fix the terms of each award, including, to the extent relevant,  
the following: (1) exercise price for options, base price for stock appreciation
rights, and purchase price, if any, for restricted stock awards, (2) vesting    
requirements and other conditions to exercise, (3) term and termination, (4)    
effect, if any, of change of control and (5) method of exercise and of any      
required payment by the recipient. Additional information concerning the types  
of awards that may be made is set forth below.                                  

Stock Options. The Committee may grant options that are qualified as  
"incentive stock options" under Section 422 of the Internal Revenue Code        
("ISOs") and options that are not so qualified ("non-qualified options"). ISOs  
are subject to certain special limitations, including the following: (1) the    
exercise price per share may not be less than 100% of the fair market value per 
share of our common stock as of the grant date (110% of such fair market value, 
if the recipient owns more than 10% of the total combined voting power of all   
classes of our outstanding shares), (2) the term may not exceed 10 years, and   
(3) the recipient must be an employee of our company.                           

    Stock Appreciation Rights. A stock appreciation right gives the holder the
opportunity to benefit from the appreciation of our common stock over a         
specified base price determined by the Committee. Upon exercise of a stock      
appreciation right, the holder has the right to receive in respect of each share
subject thereto a payment equal to the excess, if any, of: (1) the fair market  
value of a share of our common stock as of the exercise date over (2) the       
specified base price. At the discretion of the Committee, any required payment  
may be made in cash, shares of our common stock, or both.                       

     Restricted Stock Awards. A restricted stock award entitles the recipient to
acquire shares of our common stock for no consideration or for the consideration
specified by the Committee. The shares will be subject to such vesting periods  
and other restrictions and conditions as the Committee determines.              

Stock Units. A stock unit is a bookkeeping account to which there is  
credited the fair market value of a share of our common stock. The value of the 
account is subsequently adjusted to reflect changes in the fair market value.   
Upon exercise of a stock unit, the holder is entitled to receive the value of   
the account. At the discretion of the Committee, any required payment may be    
made in cash, shares of our common stock, or both.                              

Certain Corporate Transactions                                                  

If certain corporate transactions specified in the plan occur, the    
Committee may make appropriate or equitable adjustments to the Plan and Awards, 
including (1) the number of shares of stock that can be granted; (2) the number 
and kind of shares or other securities subject to any then outstanding awards   
and (3) the exercise price, base price, or purchase price applicable to         
outstanding Awards under the Plan.                                              

   The Committee may cancel outstanding awards, but not outstanding stock or
restricted stock awards, in connection with any merger or consolidation of our  
company or any sale or transfer of all or part of our assets or business, or any
similar event. The Committee may determine to make no compensation whatsoever   
for any canceled awards that are not in-the-money (as defined below) or for any 
canceled awards to the extent not vested. We are required to provide payment in 
cash or other property for the in-the-money value of the vested portion of      
awards that are in-the-money and that are canceled as aforesaid. Awards are     
in-the-money only to the extent of their then realizable market value, without  
taking into account the potential future increase in the value of the award     
(whether under Black-Scholes-type formulas or otherwise).                       

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Amendment                                                                       

  The board may amend the plan at any time and from time to time, provided
that (1) no amendment may deprive any person of any rights granted under the    
plan before the effective date of such amendment, without such person's consent;
and (2) amendments may be subject to shareholder approval to the extent needed  
to comply with applicable law and stock exchange requirements.                  

Term of Plan                                                                    

   No award may be granted under the plan after the close of business on the
day immediately preceding the tenth anniversary of the effective date of the    
plan. However, all awards made prior to such time will remain in effect in      
accordance with their terms.                                                    

Certain Federal Income Tax Considerations                                       

Matters Relating to Section 162(m) of the Internal Revenue Code                 

Under Section 162(m) of the Internal Revenue Code, we are generally   
precluded from deducting compensation in excess of $1 million per year paid to  
our chief executive officer and our next four highest paid executive officers.  
For purposes of this limitation, there is excluded from compensation any        
payments that an executive receives under performance-based plans that meet     
certain requirements specified by the Internal Revenue Code. The new plan that  
you are being asked to approve does not qualify as a performance-based plan and,
accordingly, compensation realized in respect of awards will be subject to the  
Section 162(m) limitation. Consequently, the granting of awards under the plan, 
either alone or in conjunction with other compensation, could cause us to have  
non-deductible compensation expense.                                            

Matters Relating to Change of Control                                           

    The Committee may provide that the vesting of an award be accelerated upon
a change of control. In such event, all or a portion of the relevant award may  
be deemed a "parachute payment." Under provisions of the Internal Revenue Code, 
(1) the recipient of an "excess parachute payments" (as defined in Section 280G 
of the Internal Revenue Code) would be required to pay a 20% excise tax thereon 
(in addition to income tax otherwise owed) and (2) the "excess parachute        
payment" would not be deductible to our company. If any of our executive        
officers is required to pay such an excise tax, we will be required to pay the  
executive an amount that is sufficient on an after-tax basis to offset such     
payment.                                                                        

   Non-Qualified Options. No income will be recognized by a participant upon
the grant of a non-qualified option. Upon exercise, the participant will        
generally have ordinary income in the amount equal to the excess of the fair    
market value of the shares acquired over the exercise price. The income         
recognized by an employee participant will be subject to tax withholding. Upon a
later sale of such shares, the participant will have capital gain or loss in an 
amount equal to the difference between the amount realized on such sale and the 
tax basis of the shares sold. We will be entitled to a tax deduction in the same
amount as the ordinary income recognized by the participant with respect to     
shares acquired upon exercise of the non-qualified option.                      

     Incentive Stock Options. No income will be recognized by a participant upon
the grant of an incentive stock option. Further, the participant will recognize 
no income at the time of exercise (although a participant may have income for   
purposes of alternative minimum tax calculations) and we will not be            

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allowed a deduction for federal income tax purposes in connection with the grant
or exercise of an option. If the participant holds the acquired shares two years
from the date of grant and one year from the date of exercise the entire gain   
(or loss) realized when the participant eventually disposes of the stock is     
treated as long term capital gain (or loss). If the shares are disposed of      
before such holding period requirements are satisfied, the participant will     
recognize ordinary income in an amount equal to the lesser of the difference    
between (1) the exercise price and the fair market value of the shares on the   
date of exercise or (2) the exercise price and the sales proceeds. Any remaining
gain or loss will be treated as capital gain or loss. We will be entitled to a  
federal income tax deduction equal to the amount of ordinary income recognized  
by the participant.                                                             

EFFECTIVE DATE OF THE PLAN                                                      

If approved at the Special Meeting, the plan will immediately become  
effective.                                                                      

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON                        

    Upon the adoption of the plan, we intend to use the plan to compensate our
directors, officers, employees and non-employee service providers with equity   
compensation. However, there is no current agreement or obligation obligating us
to provide equity compensation and no determination has yet been made regarding 
potential equity compensation grants.                                           

DISSENTERS' RIGHTS                                                              

 Holders of our voting securities are not entitled to dissenters' rights
with respect to our adoption of the Plan.                                       

 FOURTH ACTION
CHANGE OF THE COMPANY'S NAME

    On November 16, 2005, our Board of Directors approved a change of our name
to "Uluru Inc". Pursuant to the Agreement and Plan of Reorganization among the  
Company and Uluru Inc., ("Uluru"), Uluru Acquisition Corp. and Mr. Kerry P.     
Gray, we will acquire all the outstanding capital stock of Uluru the Merger. The
reason for the name change is to reflect that we intend to adopt Uluru's        
business model. We believe this name change will assist in the marketing of the 
Uluru brand and more accurately reflects our business.                          

EFFECTIVE DATE OF THE NAME CHANGE                                               

If approved at the Special Meeting, this amendment will not become    
effective until the completion of the Merger upon the filing of an amendment to 
our Certificate of Incorporation with the Secretary of State of the State of    
Nevada. A copy of the form of Certificate of Amendment of the Certificate of    
Incorporation is attached to this Information Statement in Exhibit 3. As the    
Name Change is contingent upon the completion of the merger between Uluru Inc.  
and our wholly-owned subsidiary Uluru Acquisition Corp., at any time before the 
effective date of the Name Change, notwithstanding approval of the proposed     
amendment by the stockholders, the board of directors may, by resolution,       
abandon the proposed amendment without further action by the stockholders.      

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DISSENTERS' RIGHTS                                                              

We are a Nevada corporation. Under NRS Section 92A.380, holders of our
voting securities are not entitled to dissenters' rights with respect to the    
Name Change.                                                                    

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON                        

No director, executive officer, associate of any director or executive
officer or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the Name Change that is not shared by all    
other shareholders of ours.                                                     

FIFTH ACTION
 DIRECTOR APPOINTMENTS

     The following nominees have been nominated to hold office for a term of one
year or until their successors have been duly appointed starting upon the       
completion of the Merger.                                                       

Upon completion of the Merger, our Directors and Executive Officers will be:    

----------------------------------- ---------- --------------------------       
Name                                Age        Office                           
----------------------------------- ---------- --------------------------       
Kerry P. Gray                       53         CEO, Director                    
----------------------------------- ---------- --------------------------       
William W. Crouse                   63         Chairman, Director               
----------------------------------- ---------- --------------------------       
Jeffery B. Davis                    42         Director                         
----------------------------------- ---------- --------------------------       
Dr. David Reese                     34         Director                         
----------------------------------- ---------- --------------------------       

 Mr. Kerry P. Gray, 52, was the President and Chief Executive Mfficer of
Acceqs Pharmaceuticals, Inc. and a director of Access Pharmaceuticals from      
January 1996 until May 2005. Mr. Gray served as President and Chief Executive   
Officer of Access Pharmac%uticals, Inc., a private Texas corporation from June  
1993 to 1996. Previously, Mr. Gray served as Vice President and Chief Financial 
Officer of PharmaSciences, Inc., a company he co-founded to acquire technologies
in the drug delivery area. From May 1990 to August 1991, Mr. Gray was Senior    
Vice President, Americas, Australia and New Zealand of Rhone-Poulenc Rorer, Inc.
Prior to the Rorer/Rhone Poulenc merger, he had been Area Vice President        
Americas of Rorer International Pharmaceuticals. Previously, from January 1986  
to May 1988, he was Vice President, Finance of Rorer International              
Pharmaceuticals, having served in that same capacity for the Revlon Health Care 
Group of companies before their acquisition by Rorer Group. Between 1975 and    
1985, he held various senior financial positions with the Revlon Health Care    
Group.                                                                          

William W. Crouse, 63, is a Managing Director and General Partner of HealthCare 
Ventures LLC, a biotech venture capital firm. Mr. Crouse was former Worldwide   
President of Ortho Diagnostic Systems and Vice President of Johnson & Johnson   
International. He also served as Division Director of DuPont Pharmaceuticals and
as President of Revlon Health Care Group's companies in Latin America, Canada   
and Asia/Pacific. Currently, Mr. Crouse serves as a Director of The Medicines   
Company, Imclone Systems and several private biotechnology companies. Mr. Crouse

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formerly served as a Director of BioTransplant, Inc., Dendreon Corporation,     
OraSure Technologies, Inc., Human Genome Sciences, Raritan Bancorp, Inc.,       
Allelix Biopharmaceuticals, Inc. and several private biotechnology companies.   
Mr. Crouse currently serves as Trustee of Lehigh University and as Trustee of   
the New York Blood Center. Mr. Crouse is a graduate of Lehigh University        
(Finance and Economics) and Pace University (M.B.A.).                           

Jeffery B. Davis, 42, has extensive experience in investment banking, corporate 
development and financing for development stage, life sciences companies. Mr.   
Davis is currently President of SCO Financial Group LLC, and President and      
Financial Principal of SCO Securities LLC, SCO's NASD-member broker-dealer. Mr. 
Davis has served on numerous boards of directors for life sciences companies,   
and currently sits on the boards of Virium Pharmaceuticals, Inc., and Somanta   
Pharmaceuticals, Inc. Previously, Mr. Davis served as a Chief Financial Officer 
of a publicly traded, NASDAQ-NM healthcare technology company. Prior to that, he
was Vice President, Corporate Finance, at Deutsche Bank AG and Deutsche Morgan  
Grenfell, both in the U.S. and Europe. Mr. Davis also served in senior marketing
and product management positions at AT&T Bell Laboratories, where he was also a 
member of the technical staff and was involved in marketing and product         
management at Philips Medical Systems North America. Mr. Davis received his     
M.B.A. from The Wharton School, University of Pennsylvania and his B.S. in      
Biomedical Engineering from The College of Engineering, Boston University.      

Dr. David Reese, 34, is a biotechnology consultant for both the healthcare and  
financial industries. The founder of Alexea Consulting, David has advised       
biotechnology companies on issues of strategic alliances and capital            
acquisition. As a sell-side analyst, Dr. Reese advises hedge funds on drug      
candidates, scientific due diligence and pipeline valuations. David's most      
recent sell-side position was as Biotech Analyst for Saturn DKR Management where
he built a 125 million dollar biotechnology portfolio.                          

Dr. Reese obtained his Bachelors of Science in Microbiology from Arizona State  
University. He performed his Doctoral research at Vanderbilt University in the  
School of Medicine. David conducted research fellowships at the University of   
Texas Southwestern Medical Center, and Cornell University. Dr. Reese has        
numerous publications and has contributed to multiple academic reviews as well  
as a book chapter in a medical textbook. His specific research areas included   
diabetes, cardiovascular disease, congenital abnormalities and cancer.          

   Pursuant to the terms and conditions of the Merger Agreement, the current
Board shall resign concurrently with the consummation of the Merger and the new 
Board of Directors shall be appointed and serve for a term of one year or until 
they resign or are duly removed and replaced.                                   

EFFECTIVE DATE OF THE DIRECTOR APPOINTMENTS                                     

 If approved at the Special Meeting, the Director Appointments will take
effect upon the completion of the Merger.                                       

DISSENTERS' RIGHTS                                                              

We are a Nevada corporation. Under NRS Section 92A.380, holders of our
voting securities are not entitled to dissenters' rights with respect to the    
Director Appointments.                                                          

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INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON                        

No current director, executive officer, associate of any director or  
executive officer or any other person has any substantial interest, direct or   
indirect, by security holdings or otherwise, in the Director Appointments that  
is not shared by all other shareholders of ours.                                

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

The following table sets forth information concerning ownership of the
Company's common stock, on a post Stock-Split basis, as of November 8, 2005, by 
(i) each person known to the Company to be the beneficial owner of more than    
five percent of the outstanding shares of our common stock on a post Stock-Split
basis, (ii) each director, and (iii) all of our directors and executive officers
as a group.                                                                     

Name and Address                         Amount and Nature of        Percent of 
of Beneficial Owner                      Beneficial Ownership (1)    Class      
-------------------                      --------------------        -----      

Daniel K. Leonard  President, CEO        53,000 (2)                  5.3%       
CFO and principal accounting officer                                            
21724 East Stanford Circle                                                      
Elkhorn, NE 68022                                                               

Albert B. Plant                          65,000                      6.5%       
8436 East Navarro Circle                                                        
Mesa, AZ 85208                                                                  

Erin C. Hicks                            78,077 (3)                  7.8%       
11754 E. Virginia Dr.                                                           
Aurora, CO 80012                                                                

Rosemarie Leonard                        65,173                      6.5%       
8255 West Portobello Ave.                                                       
Mesa, AZ 85212                                                                  

All directors and officers as a group    53,000                     5.3%        

(1) Applicable percentage ownership is based on 399,999,704 shares of common    
stock outstanding as of November 8, 2005, together with securities exercisable  
or convertible into shares of common stock within 60 days of November 8, 2005   
for each stockholder. The numbers provided in the table assume that the Stock   
Split has occurred so that for each four hundred outstanding shares,            
stockholders will receive one share and so that the number of outstanding shares
is reduced from 399,999,704 shares to approximately 1,000,000 shares of common  
stock. Beneficial ownership is determined in accordance with the rules of the   
Securities and Exchange Commission and generally includes voting or investment  
power with respect to securities. Shares of common stock that are currently     
exercisable or exercisable within 60 days of November 8, 2005 are deemed to be  
beneficially owned by the person holding such securities for the purpose of     
computing the percentage of ownership of such person, but are not treated as    
outstanding for the purpose of computing the percentage ownership of any other  
person.                                                                         

(2) Represents 20,405,004 shares held by Daniel K. Leonard as Trustee for the   
benefit of his family and 794,996 shares owned by Mr. Leonard's two daughters,  
or on a post Stock Split basis 51,102 shares and 1,988 shares, respectively.    

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(3) Represents 26,230,768 shares held by Erin C. Hicks as Trustee for the       
benefit of her nieces and nephews and 5,000,000 shares owned by Ms. Hicks       
individually, or on a post Stock Split basis 65,577 shares and 12,500 shares,   
respectively.                                                                   

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS                                

       The following table shows compensation earned during the fiscal years
ended December 31, 2004 and 2003 by our executive officers.                     

                                                        [Enlarge/Download Table]

                                       Summary Compensation Table                                                     
                                                                                    Long Term Compensation            
                                        Annual Compensation                     Awards                  Payouts       
                                                                       Restricted   Securities               All Other
        Name &                                         Other Annual    Stock        Underlying    LTIP        Compen- 
  Principal Position    Year  Salary ($)  Bonus ($)  Compensation ($)  Awards ($)    Options/    Payouts      sation  
                                                                                     SARs (#)       ($)         ($)   

                                                                                                                      
Daniel Leonard, CEO,    2004     $25,000     -0-           -0-            -0-          -0-          -0-         -0-   
Chairman and President                                                                                                
                        2003     $25,000     -0-           -0-            -0-          -0-          -0-         -0-   

Roy Breeling, Former    2004     $15,000     -0-         $1,000           -0-          -0-          -0-         -0-   
Chairman                                                                                                              
                        2003     $10,000     -0-           -0-            -0-          -0-          -0-         -0-   

Dennis Blackman,        2004         -0-     -0-         $1,000           -0-          -0-          -0-         -0-   
Former Dirrector                                                                                                      
                        2003         -0-     -0-           -0-            -0-          -0-          -0-         -0-   

Albert B. Plant,        2004         -0-     -0-           -0-            -0-          -0-          -0-         -0-   
Former Secretary,                                                                                                     
Director                                                                                                              
                        2003         -0-     -0-           -0-            -0-          -0-          -0-         -0-   

Victor Schaefer,        2004         -0-     -0-           -0-            -0-          -0-          -0-         -0-   
Former Director                                                                                                       
                        2003         -0-     -0-           -0-            -0-          -0-          -0-         -0-   

John Paul Pleskovitch,  2004         -0-     -0-           -0-            -0-          -0-          -0-         -0-   
Former Director                                                                                                       
                        2003         -0-     -0-           -0-            -0-          -0-          -0-         -0-   

Eric Hutton, Former     2004         -0-     -0-           -0-            -0-          -0-          -0-         -0-   
Director                                                                                                              
                        2003         -0-     -0-           -0-            -0-          -0-          -0-         -0-   

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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.                     

CHANGE IN CONTROL                                                               

Pursuant to the Merger Agreement, the Company will acquire all the    
outstanding capital stock of Uluru. The Company will issue 11,000,000 shares, on
a post-stock split basis, of its Common Stock to the holders of Uluru's stock   
holders as consideration and in exchange for all of Uluru's outstanding capital 
stock, as a result of which the Company will wholly own Uluru.                  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS                       

Some statements in this Information Statement contain certain         
"forward-looking" statements of management of the Company. Forward-looking      
statements are statements that estimate the happening of future events are not  
based on historical fact. Forward-looking statements may be identified by the   
use of forward-looking terminology, such as "may," "shall," "could," "expect,"  
"estimate," "anticipate," "predict," "probable," "possible," "should,"          
"continue," or similar terms, variations of those terms or the negative of those
terms. The forward-looking statements specified in the following information    
have been compiled by our management on the basis of assumptions made by        
management and considered by management to be reasonable. Our future operating  
results, however, are impossible to predict, and no representation, guaranty or 
warranty is to be inferred from those forward-looking statements. The           
assumptions used for purposes of the forward-looking statements specified in the
following information represent estimates of future events and are subject to   
uncertainty as to possible changes in economic, legislative, industry and other 
circumstances. As a result, the identification and interpretation of data and   
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent   
that the assumed events do not occur, the outcome may vary substantially from   
anticipated or projected results, and, accordingly, no opinion is expressed on  
the achievability of those forward-looking statements. We cannot guaranty that  
any of the assumptions relating to the forward-looking statements specified in  
the following information are accurate, and we assume no obligation to update   
any such forward-looking statements.                                            

WHERE YOU CAN FIND MORE INFORMATION                                             

We are subject to the information and reporting requirements of the   
Securities Exchange Act of 1934 and in accordance with this Act, we file        
periodic reports, documents and other information with the Securities and       
Exchange Commission relating to our business, financial statements and other    
matters. These reports and other information may be inspected and are available 
for copying at the offices of the Securities and Exchange Commission, 450 Fifth 
Street, N.W., Washington, DC 20549. Our SEC filings are also available to the   
public from the SEC's website at http://www.sec.gov.                            

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INCORPORATION BY REFERENCE                                                      

The Securities and Exchange Commission allows us to incorporate by    
reference information into this Information Statement, which means that we can  
disclose important information by referring you to another document filed       
separately by us with the SEC. The following documents previously filed by us   
with the SEC are incorporated by reference in this Information Statement and are
deemed to be a part of this Information Statement:                              

   o    Our Annual Report on Forms 10-KSB for the fiscal year ended December
31, 2004;                                                   
  o    Our Quarterly Report on Form 10-QSB for the periods ended March 31,
2004 and June 30, 2005                                      
   o    Our Current Reports on Form 8-K dated September 13, 2005 and October
18, 2005.                                                   

 Any statement contained in a document incorporated by reference in this
Information Statement shall be deemed to be modified or superseded for all      
purposes to the extent that a statement contained in this Information Statement 
modifies or replaces the statement. Any statement so modified or superseded     
shall not be deemed, except as so modified or superseded, to constitute part of 
this Information Statement.                                                     

 We undertake to send by first class mail, without charge and within one
business day after receipt of any written or oral request, to any person to whom
a copy of this Information Statement has been delivered, a copy of any or all of
the documents referred to above which have been incorporated by reference in    
this Information Statement, other than exhibits to the documents unless the     
exhibits are specifically incorporated by reference herein. Requests for copies 
should be directed to our Chief Financial Officer at Oxford Ventures, Inc., 4538
South 140th Street, Omaha, Nebraska 68137.                                      

  We file annual, quarterly and current reports and other information with
the SEC under the Securities Exchange Act of 1934, as amended. You may read and 
copy any reports and other information that we file at the SEC's public         
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, and you may   
also obtain copies of those documents from the SEC upon payment of the          
prescribed fee. Information about the operation of the public reference room may
be obtained by calling the SEC at 1-800-SEC-0330. The reports and other         
information that we file with the SEC are also available through the SEC's web  
site at http://www.sec.gov.                                                     

                              By the Order of the Board of Directors

      Daniel Leonard
               Chief Executive Officer

November 16, 2005                                                               

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 INDEX OF EXHIBITS

Exhibit 1:   Amendment to Articles of Incorporation of Oxford Ventures, Inc.

Exhibit 2:   Uluru Inc. 2005 Equity Incentive Plan                          

Exhibit 3:   Amendment to Articles of Incorporation of Oxford Ventures, Inc.

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                                                                       EXHIBIT 1

 Form of
 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

 OXFORD VENTURES, INC.
 (Pursuant to NRS 78.385 and 78.390-After Issuance of Stock)

  I, the undersigned President and Secretary of Oxford Ventures, Inc. (the
Corporation"), do hereby certify:                                               

     That the Board of Directors of said corporation at a meeting duly convened,
held on November __, 2005, adopted a resolution to amend the original articles  
as follows:                                                                     

Article IV is hereby amended to read as follows:                      

  " All issued and outstanding shares of Common Stock, par value $.001 per
share ("Old Common Stock"), outstanding as of the close of business on November 
__, 2005 (the "Effective Date") shall automatically and without any action on   
the part of the holder of the Old Common Stock be converted into 0.0025 times   
the number of shares of Old Common Stock, par value $.001 per share ("New Common
Stock"). Each holder of a certificate or certificates which immediately prior to
the Effective Date represented outstanding shares of Old Common Stock (the "Old 
Certificates") shall, from and after the Effective Date, be entitled to receive 
a certificate or certificates (the "New Certificates") representing the shares  
of New Common Stock into which the shares of Old Common Stock formerly          
represented by such Old Certificates are converted under the terms hereof. Prior
to the Effective Date, there are 399,999,704 shares of issued and outstanding   
shares of Old Common Stock. On the Effective Date, there will be approximately  
1,000,000 issued and outstanding shares of New Common Stock.                    

The total number of shares of stock which the corporation shall have authority  
to issue is Two-Hundred Million and Twenty Thousand (200,020,000) shares, of    
which Two-Hundred Million (200,000,000) shares shall be Common Stock, $0.001 par
value per share, and Twenty-Thousand (20,000) shares shall be Preferred Stock,  
$0.001 par value per share (the "Preferred").                                   

The Preferred may be issued from time to time in one or more series. The Board  
of Directors of the corporation is authorized from time to time to designate by 
resolution, one or more series of preferred stock, and the powers, preferences  
and rights, and relative participating, optional or other special rights, and   
qualifications, limitations or restrictions thereof as shall be permitted by    
Nevada law, and to fix or alter the number of shares comprising any such series 
and the designation thereof."                                                   

The said changes and amendments were consented to and approved by a   
majority vote of the stockholders holding attending a special stockholders'     
meeting held on December 19, 2005.                                              

---------------------------------------                                         
____________________, President and Secretary                                   

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                                                                       Exhibit 2

ULURU INC.
--------------------
2005 EQUITY INCENTIVE PLAN
 ---------------

 ARTICLE I
 General

    1.1 Purpose. The purpose of the Plan is to provide additional incentive to
employees, officers and directors of Uluru Inc. ("Corporation"). It is intended 
that Awards granted under the Plan strengthen the desire of such persons to     
remain in the employ or act as directors of the Corporation and stimulate their 
efforts on behalf of the Corporation.                                           

     1.2 Effective Date; Term. The Plan is effective as of the date on which the
Plan was adopted by the Board, subject to approval of the stockholders within   
twelve months before or after such date. No Award shall be granted under the    
Plan after the close of business on the day immediately preceding the tenth     
anniversary of the effective date of the Plan. Subject to other applicable      
provisions of the Plan, all Awards made under the Plan prior to such termination
of the Plan shall remain in effect until such Awards have been satisfied or     
terminated in accordance with the Plan and the terms of such Awards.            

1.3 Shares Subject to the Plan. Subject to adjustments as provided in 
Article IX, the number of shares of Stock that may be delivered, purchased or   
used for reference purposes (with respect to SARs or Stock Units) with respect  
to Awards granted under the Plan shall be 2,000,000 shares. If any Award, or    
portion of an Award, under the Plan expires or terminates unexercised, becomes  
unexercisable or is forfeited or otherwise terminated, surrendered or canceled  
as to any shares without the delivery of shares of Stock or other consideration,
the shares subject to such Award shall thereafter be available for further      
Awards under the Plan.                                                          

ARTICLE II

 Definitions

     For purposes of the Plan, the following terms shall be defined as set forth
below.                                                                          

   2.1 Administrator means the Compensation Committee or any other committee
which is designated by the Board as the "Administrator."                        

2.2 Award means any Stock Options (including ISOs and NSOs), SARs     
(including free-standing and tandem SARs), Restricted Stock Awards, Stock Units,
or any combination of the foregoing granted pursuant to the Plan, except,       
however, when the term is being used under the Plan with respect to a particular
category of grant in which case it shall only refer to that particular category 
of grant.                                                                       

2.3 Board means the Board of Directors of the Corporation.            

2.4 Code means the Internal Revenue Code of 1986, as amended.         

   2.5 Fair Market Value of the Stock on any given date means the average of
the high and low price of a share of Stock, as traded on a national securities  
exchange.                                                                       

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 2.6 Grant Agreement means the agreement between the Corporation and the
Participant pursuant to which the Corporation authorizes an Award hereunder.    
Each Grant Agreement entered into between the Corporation and a Participant with
respect to an Award granted under the Plan shall contain such provisions,       
consistent with the provisions of the Plan, as may be established by the        
Administrator.                                                                  

   2.7 Grant Date means the date on which the Administrator formally acts to
grant an Award to a Participant or such other date as the Administrator shall so
designate at the time of taking such formal action.                             

  2.8 ISO means any Stock Option designated and qualified as an "incentive
stock option" as defined in Code section 422.                                   

2.9 NSO means any Option that is not an ISO.                          

2.10 Option means any option to purchase shares of Stock granted under
Article V.                                                                      

    2.10 Parent means a corporation, whether now or hereafter existing, within
the meaning of the definition of "parent corporation" provided in Code section  
424(e), or any successor to such definition.                                    

    2.11 Participant means any person to whom any Award is granted pursuant to
the Plan.                                                                       

   2.12 Restricted Stock Award means any Award of shares of restricted Stock
granted pursuant to Article VII of the Plan.                                    

 2.13 SAR means a stock appreciation right, as awarded under Article VI.

 2.14 Stock means the voting common stock of the Corporation, subject to
adjustments pursuant to the Plan.                                               

   2.15 Stock Unit means credits to a bookkeeping reserve account solely for
accounting purposes, where the amount of the credit shall equal the Fair Market 
Value of a share of Stock on the date of grant (unless the Administrator        
provides otherwise in the Grant Agreement) and which shall be subsequently      
increased or decreased to reflect the Fair Market Value of a share of Stock.    
Stock Units do not require segregation of any of the Corporation's assets. Stock
Units are awarded under Article VII.                                            

2.16 Subsidiary means any corporation or other entity (other than the 
Corporation) in any unbroken chain of corporations or other entities, beginning 
with the Corporation, if each of the corporations or entities (other than the   
last corporation or entity in the unbroken chain) owns stock or other interests 
possessing 50% or more of the economic interest or the total combined voting    
power of all classes of stock or other interests in one of the other            
corporations or entities in the chain.                                          

 ARTICLE III

Administration

3.1 General. The Plan shall be administered by the Administrator. The 
Administrator's determinations under the Plan (including without limitation     
determinations of the persons to receive Awards, the form, amount and timing of 
such Awards, the terms and provisions of such Awards and the agreements         
evidencing same) need not be uniform and may be made by the Administrator       
selectively among persons who receive, or are eligible to receive, Awards under 
the Plan, whether or not such persons are similarly situated.                   

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3.2 Duties. The Administrator shall have full power and authority to  
administer and interpret the Plan and to adopt such rules, regulations,         
agreements, guidelines and instruments for the administration of the Plan and   
for the conduct of its business as the Administrator deems necessary or         
advisable, all within the Administrator's sole and absolute discretion. The     
Administrator shall have full power and authority to take all other actions     
necessary to carry out the purpose and intent of the Plan, including, but not   
limited to, the authority to:                                                   

(a) construe the Plan and any Award under the Plan;                   

     (b) select the officers and directors to whom Awards may be granted and the
time or times at which Awards shall be granted;                                 

  (c) determine the number of shares of Stock to be covered by or used for
reference purposes for any Award;                                               

(d) determine and modify from time to time the terms and conditions,  
including restrictions, of any Award (including provisions that would allow for 
cashless exercise of Awards and/or reduction in the exercise price of           
outstanding Awards) and to approve the form of written instrument evidencing    
Awards;                                                                         

(e) accelerate or otherwise change the time or times at which an Award
becomes vested or when an Award may be exercised or becomes payable and to waive
or accelerate the lapse, in whole or in part, of any restriction or condition   
with respect to such Award, including, but not limited to, any restriction or   
condition with respect to the vesting or exercisability of an Award following a 
Participant's termination of employment or death;                               

 (f) impose limitations on Awards, including limitations on transfer and
repurchase provisions; and                                                      

    (g) modify, extend or renew outstanding Awards, or accept the surrender of
outstanding Awards and substitute new Awards.                                   

ARTICLE IV

 Eligibility and Participation

  4.1 Eligibility. Officers, directors, employees and non-employee service
providers of the Corporation shall be eligible to participate in the Plan.      

 ARTICLE V

 Stock Options

  5.1 General. Subject to the other applicable provisions of the Plan, the
Administrator may from time to time grant to eligible Participants Awards of    
ISOs or NSOs. The ISO or NSO Awards granted shall be subject to the following   
terms and conditions.                                                           

   5.2 Grant of Option. The grant of an Option shall be evidenced by a Grant
Agreement, executed by the Corporation and the Participant, describing the      
number of shares of Stock subject to the Option, whether the Option is an ISO or
NSO, the Exercise Price of the Option, the vesting period for the Option and    
such other terms and conditions that the Administrator deems, in it sole        
discretion, to be appropriate, provided that such terms and conditions are not  
inconsistent with the Plan.                                                     

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 5.3 Price. The price per share payable upon the exercise of each Option
(the "Exercise Price") shall be determined by the Administrator and set forth in
the Grant Agreement; provided, however, that in the case of ISOs, the Exercise  
Price shall not be less than 100% of the Fair Market Value of the shares on the 
Grant Date.                                                                     

     5.4 Payment. Options may be exercised in whole or in part by payment of the
Exercise Price of the shares to be acquired in accordance with the provisions of
the Grant Agreement, and/or such rules and regulations as the Administrator may 
prescribe, and/or such determinations, orders, or decisions as the Administrator
may make.                                                                       

  5.5 Terms of Options. The term during which each Option may be exercised
shall be determined by the Administrator; provided, however, that in no event   
shall an ISO be exercisable more than ten years from the date it is granted.    

  5.6 Reload Options. The terms of an Option may provide for the automatic
grant of a new Option Award when the Exercise Price of the Option and/or any    
related tax withholding obligation is paid by tendering shares of Stock.        

     5.7 Restrictions on ISOs. ISO Awards granted under the Plan shall comply in
all respects with Code section 422 and, as such, shall meet the following       
additional requirements:                                                        

     (a) Grant Date. An ISO must be granted within ten (10) years of the earlier
of the Plan's adoption by the Board of Directors or approval by the             
Corporation's shareholders.                                                     

     (b) Exercise Price and Term. The Exercise Price of an ISO shall not be less
than 100% of the Fair Market Value of the shares on the date the Option is      
granted and the term of the Option shall not exceed ten (10) years.             
Notwithstanding the immediately preceding sentence, the Exercise Price of any   
ISO granted to a Participant who owns, within the meaning of Code section       
422(b)(6), after application of the attribution rules in Code section 424(d),   
more than ten percent (10%) of the total combined voting power of all classes of
shares of the Corporation, or its Parent or Subsidiary corporations, shall be   
not less than 110% of the Fair Market Value of the Stock on the Grant Date and  
the term of such ISO shall not exceed five (5) years.                           

  (c) Maximum Grant. The aggregate Fair Market Value (determined as of the
Grant Date) of shares of Stock with respect to which all ISOs first become      
exercisable by any Participant in any calendar year under this or any other plan
of the Corporation and its Parent and Subsidiary corporations may not exceed    
$100,000 or such other amount as may be permitted from time to time under Code  
section 422. To the extent that such aggregate Fair Market Value shall exceed   
$100,000, or other applicable amount, such Options shall be treated as NSOs. In 
such case, the Corporation may designate the shares of Stock that are to be     
treated as stock acquired pursuant to the exercise of an ISO by issuing a       
separate certificate for such shares and identifying the certificate as ISO     
shares in the stock transfer records of the Corporation.                        

     (d) Participant. ISOs shall only be issued to employees of the Corporation,
or of a Parent or Subsidiary of the Corporation.                                

   (e) Tandem Options Prohibited. An ISO may not be granted in tandem with a
NSO in such a manner that the exercise of one affects a Participant's right to  
exercise the other.                                                             

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(f) Designation. No option shall be an ISO unless so designated by the
Administrator at the time of grant or in the Grant Agreement evidencing such    
Option.                                                                         

   5.8 Exercisability. Options shall be exercisable as provided in the Grant
Agreement.                                                                      

    5.9 Transferability. ISOs shall be non-transferable. Except as provided in
the Grant Agreement, NSOs shall not be assignable or transferable by the        
Participant, except by will or by the laws of descent and distribution.         

ARTICLE VI

 Stock Appreciation Rights

    6.1 Award of SARs. Subject to the other applicable provisions of the Plan,
the Administrator may at any time and from time to time grant SARs to eligible  
Participants, either on a free-standing basis (without regard to or in addition 
to the grant of an Option) or on a tandem basis (related to the grant of an     
underlying Option).                                                             

    6.2 Restrictions on Tandem SARs. ISOs may not be surrendered in connection
with the exercise of a tandem SAR unless the Fair Market Value of the Stock     
subject to the ISO is greater than the Exercise Price for such ISO. SARs granted
in tandem with Options shall be exercisable only to the same extent and subject 
to the same conditions as the related Options are exercisable. The Administrator
may, in its discretion, prescribe additional conditions to the exercise of any  
such tandem SAR.                                                                

6.3 Amount of Payment Upon Exercise of SARs. A SAR shall entitle the  
Participant to receive, subject to the provisions of the Plan and the Grant     
Agreement, a payment having an aggregate value equal to the product of (i) the  
excess of (A) the Fair Market Value on the exercise date of one share of Stock  
over (B) the base price per share specified in the Grant Agreement, times (ii)  
the number of shares specified by the SAR, or portion thereof, which is         
exercised. In the case of exercise of a tandem SAR, such payment shall be made  
in exchange for the surrender of the unexercised related Option (or any portions
thereof which the Participant from time to time determines to surrender for this
purpose).                                                                       

  6.4 Form of Payment Upon Exercise of SARs. Payment by the Corporation of
the amount receivable upon any exercise of a SAR may be made by the delivery of 
Stock or cash, or any combination of Stock and cash, as determined in the sole  
discretion of the Administrator.                                                

 6.5 Transferability. SARs shall be transferable only as provided in the
Grant Agreement.                                                                

 ARTICLE VII

Restricted Stock and Stock Units

 7.1 Grants. Subject to the other applicable provisions of the Plan, the
Administrator may grant Restricted Stock or Stock Units to Participants in such 
amounts and for such consideration, including no consideration or such minimum  
consideration as may be required by law, as it determines. Such Awards shall be 
made pursuant to a Grant Agreement.                                             

   7.2 Terms and Conditions. A Restricted Stock Award entitles the recipient
to acquire shares of Stock and a Stock Unit Award entitles the recipient to be  
paid the Fair Market Value of the Stock on the exercise date. Stock Units may be
settled in Stock, cash or a combination thereof, as determined by the           
Administrator. Restricted Stock Awards and Stock Unit Awards are subject to     
vesting periods and other restrictions and conditions as the Administrator may  
include in the Grant Agreement.                                                 

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7.3 Restricted Stock.                                                 

   (a) The Grant Agreement for each Restricted Stock Award shall specify the
applicable restrictions on such shares of Stock, the duration of such           
restrictions, and the times at which such restrictions shall lapse with respect 
to all or a specified number of shares of Stock that are part of the Award.     
Notwithstanding the foregoing, the Administrator may reduce or shorten the      
duration of any restriction applicable to any shares of Stock awarded to any    
Participant under the Plan.                                                     

  (b) Share certificates with respect to restricted shares of Stock may be
issued at the time of grant of the Restricted Stock Award, subject to forfeiture
if the restrictions do not lapse, or upon lapse of the restrictions. If share   
certificates are issued at the time of grant of the Restricted Stock Award, the 
certificates shall bear an appropriate legend with respect to the restrictions  
applicable to such Restricted Stock Award (as described in Section 11.1) or,    
alternatively, the Participant may be required to deposit the certificates with 
the Corporation during the period of any restriction thereon and to execute a   
blank stock power or other instrument of transfer.                              

     (c) The extent of the Participant's rights as a shareholder with respect to
the Restricted Stock shall be specified in the Grant Agreement.                 

7.4 Stock Units.                                                      

   (a) The grant of Stock Units shall be evidenced by a Grant Agreement that
states the number of Stock Units evidenced thereby and the terms and conditions 
of such Stock Units.                                                            

(b) Stock Units may be exercised in the manner described in the Grant 
Agreement.                                                                      

     (c) The extent of the Participant's rights as a shareholder with respect to
the Stock Units shall be specified in the Grant Agreement.                      

  7.5 Transferability. Unvested Restricted Stock Awards or Stock Units may
not be sold, assigned, transferred, pledged or otherwise encumbered or disposed 
of except as specifically provided in the Grant Agreement.                      

ARTICLE VIII

 Tax Withholding

8.1 Corporation's Right to Demand Payment for Withholding.            

(a) Subject to subparagraph (b), as a condition to taking any action  
otherwise required under the Plan or any Grant Agreement, the Corporation shall 
have the right to require assurance that the Participant will remit to the      
Corporation when required an amount sufficient to satisfy federal, state and    
local tax withholding requirements. The Administrator may permit such           
withholding obligations to be satisfied through cash payment by the Participant,
through the surrender of shares of Stock which the Participant already owns,    
through the surrender of shares of Stock to which the Participant is otherwise  
entitled under the Plan or through any other method determined by the           
Administrator.                                                                  

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   (b) If a Participant makes a disposition of shares of Stock acquired upon
the exercise of an ISO within either two (2) years after the Option was granted 
or one (1) year after its exercise by the Participant, the Participant shall    
promptly notify the Corporation and the Corporation shall have the right to     
require the Participant to pay to the Corporation an amount sufficient to       
satisfy federal, state and local tax withholding requirements.                  

ARTICLE IX

Corporate Transactions

9.1 Adjustments Due to Special Circumstances.                         

    (a) In the event of any change in the capital structure or business of the
Corporation by reason of any stock dividend or extraordinary dividend, stock    
split or reverse stock split, recapitalization, reorganization, merger,         
consolidation, split-up, combination or exchange of shares, non-cash            
distributions with respect to its outstanding Stock, reclassification of the    
Corporation's capital stock, any sale or transfer of all or part of the         
Corporation's assets or business, or any similar change affecting the           
Corporation's capital structure or business or the capital structure of any     
business of any Subsidiary, as determined by the Administrator, if the          
Administrator determines that an adjustment is equitable, then the Administrator
may make such adjustments as it deems equitable with respect to the Plan and    
Awards, including, without limitation, in: (i) the number of shares of Stock    
that can be granted or used for reference purposes pursuant to the Plan; (ii)   
the number and kind of shares or other securities subject to any then           
outstanding Awards under the Plan; and (iii) the exercise price, base price, or 
purchase price applicable to outstanding Awards under the Plan. The adjustment  
by the Administrator shall be final, binding and conclusive.                    

  (b) The Administrator may cancel outstanding Awards, but not outstanding
Stock or Restricted Stock Awards, in connection with any merger, consolidation  
of the Corporation, or any sale or transfer of all or part of the Corporation's 
assets or business, or any similar event. The Administrator may determine to    
make no compensation whatsoever for any canceled Awards that are not            
in-the-money (as hereinafter defined) or for any canceled Awards to the extent  
not vested. The Corporation shall provide payment in cash or other property for 
the in-the-money value of the vested portion of Awards that are in-the-money and
that are canceled as aforesaid. Awards are "in-the-money" only to the extent of 
their then realizable market value, without taking into account the potential   
future increase in the value of the Award (whether under Black-Scholes-type     
formulas or otherwise). The opinion by the Administrator of the in-the-money    
value of any Award shall be final, binding and conclusive.                      

  9.2 Substitution of Options. In the event that, by reason of a corporate
merger, consolidation, acquisition of property or stock, separation,            
reorganization or liquidation, the Board shall authorize the issuance or        
assumption of a stock option or stock options in a transaction to which Code    
section 424(a) applies, then, notwithstanding any other provision of the Plan,  
the Administrator may grant options upon such terms and conditions as it may    
deem appropriate for the purpose of assumption of the old option, or            
substitution of a new option for the old option, in conformity with the         
provisions of Code section 424(a) and the rules and regulations thereunder, as  
they may be amended from time to time.                                          

 ARTICLE X

 Amendment and Termination

   10.1 Amendment. The Board may amend the Plan at any time and from time to
time, provided that (i) no amendment shall deprive any person of any rights     
granted under the Plan before the effective date of such amendment, without such
person's consent; and (ii) amendments may be subject to shareholder approval to 
the extent needed to comply with applicable law and stock exchange requirements.

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 10.2 Termination. The Board reserves the right to terminate the Plan in
whole or in part at any time, without the consent of any person granted any     
rights under the Plan.                                                          

ARTICLE XI

 Miscellaneous

 11.1 Restrictive Legends. The Corporation may at any time place legends
referencing any restrictions described in the Grant Agreement and any applicable
federal or state securities law restrictions on all certificates representing   
shares of Stock underlying an Award.                                            

11.2 Compliance with Governmental Regulations. Notwithstanding any    
provision of the Plan or the terms of any Grant Agreement entered into pursuant 
to the Plan, the Corporation shall not be required to issue any shares hereunder
prior to registration of the shares subject to the Plan under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended, if such
registration shall be necessary, or before compliance by the Corporation or any 
Participant with any other provisions of either of those acts or of regulations 
or rulings of the Securities and Exchange Commission thereunder, or before      
compliance with other federal and state laws and regulations and rulings        
thereunder, including the rules any applicable securities exchange or quotation 
system.                                                                         

  11.3 No Guarantee of Employment. Participation in this Plan shall not be
construed to confer upon any Participant the legal right to be retained in the  
employ of the Corporation or give any person any right to any payment           
whatsoever, except to the extent of the benefits provided for hereunder.        

11.4 Governing Law. The provisions of this Plan shall be governed by, 
construed and administered in accordance with applicable federal law; provided, 
however, that to the extent not in conflict with federal law, this Plan shall be
governed by, construed and administered under the laws of Nevada, other than its
laws respecting choice of law.                                                  

    11.5 Severability. If any provision of the Plan shall be held invalid, the
remainder of this Plan shall not be affected thereby and the remainder of the   
Plan shall continue in force.                                                   

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                                                                       Exhibit 3

 Form of
 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

 OXFORD VENTURES, INC.

 (Pursuant to NRS 78.385 and 78.390-After Issuance of Stock)

  I, the undersigned President and Secretary of Oxford Ventures, Inc. (the
Corporation"), do hereby certify:                                               

     That the Board of Directors of said corporation at a meeting duly convened,
held on November __, 2005, adopted a resolution to amend the original articles  
as follows:                                                                     

Article I is hereby amended to read as follows:                       

"The name of this corporation is Uluru Inc."                          

   The said change and amendment was consented to and approved by a majority
vote of the stockholders holding attending a special stockholders' meeting held 
on December 19, 2005.                                                           

---------------------------------------                                         
____________________, President and Secretary                                   

1 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14C’ Filing		Date		First		Last			Other Filings
		12/19/05		2		29
		11/25/05		4
Filed on / For Period End:		11/16/05		2		18
		11/8/05		2		15
		10/18/05		18					8-K
		9/13/05		18					8-K
		6/30/05		18					10QSB
		12/31/04		16		18			10KSB,  NT 10-K
		3/31/04		18					10QSB,  10QSB/A,  NT 10-K,  NT 10-Q
		12/31/03		16					10KSB,  10KSB/A,  5,  NT 10-K
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