BB's Stock Haven

[pinkplunger]

***OXFV*** SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (date of earliest event reported) October 12, 2005
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OXFORD VENTURES, INC.
(Exact name of Registrant as specified in its charter)

Nevada 000-49670 N/A
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(State or other jurisdiction (Commission File number) (IRS Employer
of incorporation or organization) Identification No.)

4655 East Ivy St., Suite 101, Mesa AZ 85205
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(Address of principal executive offices) (Zip Code)

[phone]
(Registrant's Telephone Number, Including Area Code)


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(Former Address If Changed since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation for the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


<PAGE>

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01. Entry into a Material Definitive Agreement.

On October 12, 2005, Oxford Ventures, Inc. (the "Registrant") entered in a
Securities Purchase Agreement (the "Securities Purchase Agreement") to issue
secured convertible debentures to Highgate House Funds, Ltd. ("Highgate") and
Prenox, LLC ("Prenox") in an amount of up to $15,000,000 and to issue Highgate
and Prenox warrants for up to 5,000,000 shares of the Registrant's common stock
for a period of five years with an exercise price of $0.01 (the "Warrants").
Also on October 12, 2005, Oxford issued a $10,000,000 secured convertible
debenture to Prenox and a $3,000,000 secured convertible debenture (together,
the "Debentures") to Highgate as well as the Warrants. The Registrant has used
the majority of the proceeds from the Debentures to extend a loan, described
below, to Uluru Inc. ("Uluru"). The shares underlying the Warrants shall be
included on a registration statement, described below, to be filed by the
Registrant with the Securities and Exchange Commission. In exchange for the
purchase of the Debentures, the Registrant granted Highgate and Prenox a
security interest in all of its assets, including any assets the Registrant
acquires while the Debentures are outstanding, and has agreed to issue shares of
common stock in an amount equal to five times the gross proceeds of the
Debentures to be held in escrow in the event of a default under the Debentures
(the "Escrow Shares").

The Debentures have a term of two years from the date of issuance and bear
an interest of ten percent per annum. The Registrant may redeem the Debentures
at any time prior to their maturity at a price equal to 120% of the face amount
redeemed plus any accrued interest. Highgate and Prenox may at their option
convert all or some of the Debentures plus any accrued and unpaid interest into
shares of the Registrant's common stock at the price of $1.50 per share.

On October 12, 2005, the Registrant entered into a Bridge Loan and Control
Share and Pledge Security Agreement, (the "Bridge Loan Agreement") with Uluru
and Kerry P. Gray. Pursuant to the Bridge Loan Agreement, the Registrant loaned
Uluru $10,700,000 in exchange for a secured debenture (the "Uluru Debenture").
In addition to granting the Uluru Debenture, Uluru granted a security interest
in its assets (the "Security Interest") to Oxford and Mr. Gray pledged Uluru
shares representing 54.5% of Uluru's capital stock to Oxford (the "Pledged
Shares"). To entice Highgate and Prenox to enter into the Securities Purchase
Agreement, Oxford assigned the Security Interest and the Pledged Shares to
Prenox and Highgate pursuant to a Collateral Assignment Agreement entered into
between the Registrant, Highgate and Prenox.

On October 12, 2005, the Registrant entered into a Standby Equity
Distribution Agreement ("SEDA") with Cornell. Under the SEDA, Cornell committed
to purchase over the course of two years from the date of the effectiveness of a
registration statement described below up to $30,000,000 of the Registrant's
common stock in increments of up to $1,000,000 (each such increment, an
"Advance"). The purchase price for this common


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stock shall be 97% of the lowest daily volume weighted average price of the
common stock during the five consecutive trading days after notice is given
requesting an Advance.

The Registrant shall file a registration statement with the Securities and
Exchange Commission to register the resale of the Registrant's common stock
issued to Cornell pursuant to the SEDA. The registration statement shall also
include the shares of common stock underlying the Warrants and the Escrow
Shares. The Registrant shall continuously maintain the effectiveness of the
registration statement for a period of twenty four (24) months after its
effective date.

On October 12, 2005, the Registrant entered into an Agreement and Plan of
Merger and Reorganization (the "Merger Agreement") with Uluru by and among the
Registrant, Uluru, and Uluru Acquisitions Corp., a wholly-owned subsidiary of
the Registrant ("Merger Corp."). Under the Merger Agreement, Merger Corp. will
merge with and into Uluru, as a result of which Registrant will acquire all of
the issued and outstanding shares of Uluru and Uluru will become a wholly-owned
subsidiary of the Registrant (the "Merger").

In connection with the Merger, the holders of Uluru common stock, will
receive 11,000,000 shares of the Registrant's common stock, approximately forty
percent of the shares of Common Stock of the Registrant on a fully diluted basis
after giving effect to the Merger, and the shareholders of Registrant
immediately prior to the Merger will retain 1,000,000 shares of common stock of
Registrant, representing approximately four percent of the shares of Common
Stock of Oxford on a fully diluted basis after giving effect to the Merger.

After giving effect to the Merger, the shares of common stock into which
the Debentures are convertible and the Warrants, the Registrant will have
28,000,000 shares of common stock issued and outstanding.

After giving effect to the Merger, and pending approval of the
Registrant's shareholders, the Board of Directors of the Registrant will consist
of five members. Simultaneously with the resignation of the current officer and
director of the Registrant, a new Board of Directors will be appointed as
determined by Uluru, with Highgate and Prenox appointing one member of the five
new members of the Board of Directors. All securities issued pursuant to the
Merger will be "restricted" stock and be subject to all applicable re-sale
restrictions specified by federal and state securities laws.

ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS

Number Exhibit
------ -------

10.1 Securities Purchase Agreement between the Registrant, Highgate and
Prenox, dated October 12, 2005

10.2 Security Agreement between the Registrant, Highgate and Prenox,
dated October 12, 2005



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10.3 Collateral Assignment between the Registrant, Highgate and Prenox,
dated October 12, 2005

10.4 Guaranty Agreement between the Registrant, Highgate and Prenox,
dated October 12, 2005

10.5 Guarantor Security Agreement between the Registrant, Highgate and
Prenox, dated October 12, 2005

10.6 Escrow Agreement between the Registrant, Highgate and Prenox, dated
October 12, 2005

10.7 Escrow Shares Escrow Agreement between the Registrant, Highgate,
Prenox and Gottbetter & Partners, LLP (the "Escrow Agent"), dated
October 12, 2005

10.8 Investor Registration Rights Agreement between the Registrant,
Highgate and Prenox, dated October 12, 2005

10.9 OXFV Convertible Debenture for $3,000,000 between the Registrant and
Highgate, dated October 12, 2005

10.10 OXFV Convertible Debenture for $10,000,000 between the Registrant
and Prenox, dated October 12, 2005

10.11 Warrant between the Registrant and Highgate, dated October 12, 2005

10.12 Warrant between the Registrant and Prenox, dated October 12, 2005

10.13 Bridge Loan and Control Share Pledge and Security Agreement between
Uluru, the Registrant and Mr. Gray, dated October 12, 2005

10.14 Security Agreement between Uluru, the Registrant and Mr. Gray, dated
October 12, 2005

10.15 Pledge and Escrow Agreement between the Registrant, Uluru, Mr. Gray,
and Escrow Agent, dated October 12, 2005

10.16 Convertible Debenture for $10,700,000 between the Registrant and
Uluru, dated October 12, 2005

10.17 Merger Agreement between the Registrant, Merger Corp., and Uluru,
dated October 12, 2005

10.18 Indemnification Escrow Agreement between the Registrant, Mr. Gray
and the Escrow Agent, dated October 12, 2005

10.19 Standby Equity Distribution Agreement between the Registrant and
Cornell, dated October 12, 2005

10.20 SEDA Registration Rights Agreement between the Registrant and
Cornell, dated October 12, 2005

10.21 Placement Agent Agreement between the Registrant, Cornell and
Newbridge Securities Corp., dated October 12, 2005

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


OXFORD VENTURES, INC.


Date: October 17, 2005 By: /s/Daniel Leonard
---------------------------
Name: Daniel Leonard
Title: President









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EXHIBIT INDEX


Exhibit No. Description
----------- -----------

10.1 Securities Purchase Agreement between the Registrant, Highgate and
Prenox, dated October 12, 2005

10.2 Security Agreement between the Registrant, Highgate and Prenox,
dated October 12, 2005

10.3 Collateral Assignment between the Registrant, Highgate and Prenox,
dated October 12, 2005

10.4 Guaranty Agreement between the Registrant, Highgate and Prenox,
dated October 12, 2005

10.5 Guarantor Security Agreement between the Merger Corp., Highgate and
Prenox, dated October 12, 2005

10.6 Escrow Agreement between the Registrant, Highgate, Prenox and
Gottbetter & Partners, LLP ("Gottbetter"), dated October 12, 2005

10.7 Escrow Shares Escrow Agreement between the Registrant, Highgate,
Prenox and Gottbetter, dated October 12, 2005

10.8 Investor Registration Rights Agreement between the Registrant,
Highgate and Prenox, dated October 12, 2005

10.9 OXFV Convertible Debenture for $3,000,000 issued by the Registrant
and Highgate, dated October 12, 2005

10.10 OXFV Convertible Debenture for $10,000,000 issued by the Registrant
and Prenox, dated October 12, 2005

10.11 Warrant issued by the Registrant to Highgate, dated October 12, 2005