**SECURITIES
      AND EXCHANGE COMMISSION** ****


**Washington,
      D.C. 20549**





**FORM
      10-QSB/A**


**Amendment
      No. 1**





[X]
      Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
      1934.





For
      the
      quarterly period ended: **March
      31, 2006**





OR





[_]
      Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
      of
      1934.





For
      the
      transition period from : to





**Commission
      File Number:** **000-49670**





**ULURU
      INC.**


(Name
      of
      Small Business Issuer in its Charter)





**Nevada**
            **41-2118656**(State
                or other jurisdiction of
            (I.R.S.
                Employer Identification No.)incorporation
                or organization)





**4452
      Beltway Drive**


**Addison,
      Texas 75001**


(Address
      of principal executive offices)





Registrant's
      telephone number, including area code: **(214)
      905-5145**





Securities
      registered pursuant to Section 12(b) of the Act: None





Securities
      registered pursuant to Section 12(g) of the Act:


Common
      Stock, $.001 par value





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
      for
      such shorter period that the registrant was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days. Yes
      [X]
      No [ ]





Indicate
      by checkmark whether the registrant is a shell company (as defined in Rule
      12b-2
      of the Exchange Act. Yes [ ] No [X]





The
      number of outstanding shares of registrant's Common Stock on July 13, 2006
      was
      12,844,311.





Transitional
      Small Business Disclosure Format. Yes [ ] No [X]


*Table
          of
          Contents*





**ULURU
      INC.**





**FORM
      10-QSB/A**





**For
      the Quarterly Period Ended MARCH 31, 2006**








**INTRODUCTORY
      NOTE**





Pursuant
      to Rule 12b-15 of the Rules and Regulations under the Securities Exchange Act
      of
      1934, as amended, the following is an amendment on Form 10-QSB/A of ULURU,
      Inc.
      (the "Company") for the quarterly period ended March 31, 2006. This amendment
      is
      being filed to amend (i) Part I, Item 1, "Financial Statements," to revise
      the
      Company's financial statements and notes thereto to, among other things, provide
      comparative financial data and other information associated with the Company's
      acquisition on October 12, 2005 of certain assets from Access Pharmaceuticals,
      Inc. ("Access") relating to the Topical Component business of Access, (ii)
      Part
      I, Item 2, "Management's Discussion and Analysis of Financial Condition and
      Results of Operations" to, among other things, provide comparative financial
      data associated with the Topical Component business of Access and (iii) Part
      II,
      Item 6, "Exhibits," to file new certifications pursuant to Sections 302 and
      906
      of the Sarbanes-Oxley Act of 2002.











**TABLE
      OF CONTENTS**


**Page****PART
                I**
            **FINANCIAL
                INFORMATION**Item
                1.
            Financial
                Statements
            3Condensed
                Consolidated Balance Sheet, March 31, 2006
                (unaudited)
            3Unaudited
                Condensed Consolidated
                Statements of Operations for the three months ended March 31, 2006
                and
                March 31, 2005
            4Unaudited
                Condensed Consolidated Statements
                of Cash Flows for the three months ended March 31, 2006 and March
                31,
                2005
            5Notes
                to Financial Statements
                (unaudited)
            6Item
                2.
            Management's
                Discussion and Analysis of Financial Condition
                and Results of Operations
            21**PART
                II**
            **OTHER
                INFORMATION**Item
                6.
            Exhibits
            28Signatures
            28


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**PART
      1 - FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL
      STATEMENTS**





**ULURU
      INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**AS
      AT MARCH 31, 2006**


**(unaudited)**





ALL
      ASSETS ARE PLEDGED AS COLLATERAL UNDER NOTES PAYABLE





**ASSETS****Current
                Assets**Cash
            
            $
            587,674Cash
                in escrow account
            
            128,045Accounts
                receivable - trade
            
            81,823Accounts
                receivable - other and related party
            
            
            39,495Inventory
            
            
            115,219Prepaid
                expenses
            
            
            207,887Total
                Current Assets
            
            
            1,160,142**Property,
                Plant & Equipment, net**
            
            
            410,858**Other
                Assets**Patents,
                net
            
            
            12,286,124Licensing
                rights, net
            
            
            243,183Deferred
                financing costs, net
            
            
            1,012,602Deposits
            
            
            46,329Total
                Other Assets
            
            
            13,588,238**TOTAL
                ASSETS**
            
            $
            15,159,239**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)****Current
                Liabilities**Accounts
                payable
            
            $
            337,202Accrued
                liabilities
            
            
            230,169Accrued
                liabilities - related party
            
            
            104,577Royalty
                advance
            
            
            309,797Accrued
                interest
            
            
            393,068Capital
                lease obligations
            
            
            40,004Asset
                purchase obligation, net
            
            
            3,520,061Total
                Current Liabilities
            
            
            4,934,879**Long
                Term Debt**Asset
                purchase obligation, net - less current portion
            
            
            866,804Notes
                Payable
            
            
            13,000,025Total
                Long Term Debt
            
            
            13,866,829**Total
                Liabilities**
            
            
            18,753,335**STOCKHOLDERS'
                EQUITY (DEFICIT)**Preferred
                stock, $.001 par value, 20,000 sharesauthorized,
                none issued
            
            
            ---Common
                Stock: $ 0.001 par value, 200,000,000 shares authorized;Issued
                and outstanding : 12,844,311at March 31, 2006
            
            
            12,844Paid-in
                capital
            
            
            214,891Contributed
                capital
            
            
            ---Retained
                earnings (deficit)
            
            
            (3,870,205
            )**Total
                Stockholders' Equity (Deficit)**
            
            
            (3,642,470
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            $
            15,159,239The
                accompanying notes are an integral part of these consolidated financial
                statements.





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**ULURU
      INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**




**Uluru
                Inc.**
            
            **Topical
                Component****Three
                Months Ended**
            
            **Three
                Months Ended****March
                31, 2006**
            
            **March
                31, 2005****(unaudited)**
            
            **(unaudited)****REVENUES**Royalty
                income
            
            $
            182,172
            
            $
            27,160Product
                sales
            
            
            ---
            
            
            116,719Other
            
            
            84,992
            
            
            14,985Total
                Revenues
            
            
            267,164
            
            
            158,864**COSTS
                AND EXPENSES**Cost
                of goods sold
            
            
            ---
            
            
            42,032Research
                and development
            
            
            476,396
            
            
            552,988General
                and administrative
            
            
            283,029
            
            
            276,226Commitment
                fee - Standby equity agreement
            
            
            1,787,940
            
            
            ---Depreciation
                and amortization
            
            
            271,899
            
            
            56,238Total
                Costs and Expenses
            
            
            2,819,264
            
            
            927,484**OPERATING
                LOSS**
            
            
            (2,552,100
            )
            
            (768,620
            )**Other
                Income (Expense)**Interest
                income
            
            
            8,380
            
            
            35,278Interest
                Expense
            
            
            (374,003
            )
            
            (18,665
            )**NET
                INCOME (LOSS)**
            
            $
            (2,917,723
            )
            $
            (752,007
            )Basic
                and diluted net (loss) per common share
            
            $
            (.25
            )
            $
            (.07
            )WEIGHTED
                AVERAGE NUMBER OFCOMMON
                SHARES OUTSTANDING
            
            
            11,331,100
            
            
            11,000,000The
                accompanying notes are an integral part of these consolidated financial
                statements.





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**ULURU
      INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**




**Uluru
                Inc.**
            
            **Topical
                Component****Three
                Months Ended**
            
            **Three
                Months Ended****March
                31, 2006**
            
            **March
                31, 2005****(unaudited)**
            
            **(unaudited)****OPERATING
                ACTIVITIES :**Net
                (loss) from operations
            
            $
            (2,917,723
            )
            $
            (752,007
            )**Adjustments
                to reconcile net loss to net cash used in operating
                activities:**Depreciation
                and amortization
            
            
            271,899
            
            
            56,238Commitment
                fee - Standby equity agreement
            
            
            1,787,940
            
            
            ----Imputed
                interest expense
            
            
            105,786
            
            
            ----**Change
                in operating assets and liabilities**Accounts
                receivable
            
            
            21,976
            
            
            21,920Inventory
            
            
            (37,509
            )
            
            12,521Prepaid
                expenses
            
            
            79,177
            
            
            109,429Deposits
            
            
            (17,256
            )
            
            ----Accounts
                payable
            
            
            12,236
            
            
            (59,405
            )Accrued
                liabilities
            
            
            (150,716
            )
            
            (63,394
            )Royalty
                advance
            
            
            (159,258
            )
            
            ----Deferred
                revenue
            
            
            ----
            
            
            (50,263
            )Accrued
                interest
            
            
            36,944
            
            
            ----Total
                Adjustments
            
            
            1,951,216
            
            
            27,046Net
                Cash (Used) by Operating Activities
            
            
            (966,507
            )
            
            (724,961
            )**INVESTING
                ACTIVITIES :**Increase
                in fixed assets
            
            
            (42,469
            )
            
            (12,464)
            )Cash
                received in recapitalization of the Company
            
            
            128,045
            
            
            ----Restricted
                cash
            
            
            ----
            
            
            839,356Net
                Cash Provided by Investing Activities
            
            
            85,576
            
            
            826,892**FINANCING
                ACTIVITIES :**Repayment
                of capital lease obligations
            
            
            (13,706
            )
            
            (14,175
            )Receipt
                of deferred revenues
            
            
            ----
            
            
            240,000Financing
                provided by Access Pharmaceuticals
            
            
            ----
            
            
            (327,756
            )Net
                Cash (Used) by Financing Activities
            
            
            (13,706
            )
            
            (101,931
            )**Net
                (Decrease) in Cash**
            
            
            (894,637
            )
            
            ----Cash,
                beginning of period
            
            
            1,610,357
            
            
            ----Cash,
                end of period
            
            $
            715,719
            
            $
            ----**Supplemental
                Schedule of Noncash****Investing
                and Financing Activities :**Non-monetary
                net liabilities assumed in a recapitalization of the Company on March
                31,
                2006.Liabilities
                assumed
            
            $
            13,694,962Less
                : Non-cash assets
            
            
            12,006,690Less
                : Cash received in recapitalization
            
            
            128,045Total
                non-monetary net liabilities assumed
            
            $
            1,560,227*OTHER
                SUPPLEMENTAL INFORMATION*Cash
                Paid for Interest
            
            $
            237,777The
                accompanying notes are an integral part of these consolidated financial
                statements.








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**ULURU
      INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**FOR
      THE THREE MONTHS ENDED MARCH 31, 2006**


**(unaudited)**








**NOTE
      1.** **CONDENSED
      CONSOLIDATED FINANCIAL STATEMENTS**





In
      the
      opinion of management, the accompanying unaudited condensed consolidated
      financial statements have been prepared in accordance with generally accepted
      accounting principles for interim financial information and with the
      instructions to Form 10-QSB. Accordingly, they do not include all of the
      information and footnotes required by generally accepted accounting principles
      for complete financial statements. In the opinion of management, all adjustments
      (consisting of normal recurring accruals) considered necessary for a fair
      presentation of the Company's financial position as of March 31, 2006 and the
      results of its operations for the three months ended March 31, 2006 and cash
      flows for the three months ended March 31, 2006 have been made. Operating
      results for the three months ended March 31, 2006 are not necessarily indicative
      of the results that may be expected for the year ended December 31,
      2006.





These
      condensed consolidated financial statements should be read in conjunction with
      the financial statements and notes thereto contained in the Company's Definitive
      Information Statement on Schedule 14C filed March 1, 2006, Form 10-KSB for
      the
      year ended December 31, 2005, and Form 8-K disclosing the audited two year
      history of the Topical Component as of December 31 2005, including its
      predecessor.





The
      Company has also included comparative financial data for the three months ended
      March 31, 2005 associated with the Topical Component business ("Topical
      Component") of Access Pharmaceuticals, Inc. ("Access"). The Topical Component
      represents a component of the consolidated operations of Access and its
      subsidiary companies, a Delaware corporation. The Topical Component consists
      of
      three patented drug delivery technologies from which three products have been
      approved for marketing in various global markets. In addition, numerous products
      are under development utilizing the mucoadhesive film and nanoparticle aggregate
      technologies. The Topical Component's customer base consists of numerous
      strategic alliances with partners throughout the world to manufacture and market
      our products. Continuing operations of the Topical Component include a third
      party distribution arrangement for the sale of a product in the United States
      and the network of strategic partners globally.





The
      Company entered into an Asset Purchase Agreement with Access which provides
      for
      the sale of the topical product assets and the assumption of certain capital
      lease obligations associated with equipment used by Topical Component. Under
      the
      terms of the Agreement, Access sold substantially all assets used in the Topical
      Component including inventory, capital equipment and intellectual property
      that
      could be specifically identified as associated with the topical products. The
      sale excluded all liabilities of the Access except the assumed capital and
      operating leases applicable to the assets sold, and all non-equipment related
      debt. The sale was consummated on October 12, 2005.


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**NOTE
      2. BASIS OF PRESENTATION**





History





ULURU
      Inc. ("ULURU" or the "Company"), formerly Oxford Ventures, Inc, Casinos of
      The
      World, Inc., Clean Way Corporation, Trader Secrets.Com, and VOIP Technology,
      Inc. was in the development stage as defined in Financial Accounting Standards
      Board Statement No. 7 as of December 31, 2005. It is a Nevada corporation,
      formed on September 17, 1987. From inception through March 31, 2006, it has
      had
      no substantial earned revenues from any planned operations.





In
      December 2003, ULURU acquired technology in process of development in the
      entertainment industry from several persons in exchange for cash and a majority
      interest in the Company. During 2004 ULURU obtained additional financing,
      entered into a standby equity distribution agreement, and completed a
      registration statement on Form SB-2 on December 14, 2004.





On
      October 12, 2005, ULURU entered into a merger agreement with ULURU Inc., a
      Delaware corporation ("ULURU Delaware") and Uluru Acquisition Corp., a
      wholly-owned Delaware subsidiary of ULURU formed on September 29, 2005. Under
      the terms of the agreement, Uluru Acquisition Corp. merged into ULURU Delaware,
      after ULURU Delaware had acquired the net assets of the topical component of
      Access Pharmaceuticals, Inc., under Section 368 (a) (1) (A) of the Internal
      Revenue Code, " a statutory merger or consolidation".





As
      a
      result of the merger, ULURU acquired all of the issued and outstanding shares
      of
      ULURU Delaware under a stock exchange transaction, and ULURU Delaware became
      a
      wholly-owned subsidiary of ULURU, its legal parent. However, for financial
      accounting and reporting purposes, ULURU Delaware is treated for accounting
      purposes as the acquirer and is consolidated with its legal parent, similar
      to
      the accounting treatment given in a recapitalization. For accounting
      presentation purposes only, ULURU's net assets are treated as being acquired
      by
      ULURU Delaware at fair value as of the date of the stock exchange transaction,
      and the financial reporting thereafter will not be that of a development stage
      enterprise, since ULURU Delaware had substantial earned revenues from planned
      operations. Both companies have a December 31 year end.





All
      intercompany transactions have been eliminated in the condensed consolidated
      financial presented herewith.





On
      March
      29, 2006, ULURU filed a Certificate of Amendment to the Articles of
      Incorporation in Nevada.  This Certificate of Amendment authorized a
      400:1 reverse stock split to occur so that in exchange for every 400 outstanding
      shares of common stock that each shareholder had at the close of business on
      March 29, 2006, the shareholder would receive one share of common stock. 
As a result of this reverse stock split, ULURU's issued and outstanding common
      stock was reduced from 340,396,081 pre-split shares of common stock to 851,011
      post-split shares which includes an additional 21 shares for fractional
      interests.  The Certificate of Amendment also authorized a decrease in
      authorized shares of common stock from 400,000,000 shares, par value $.001
      each,
      to 200,000,000, par value $.001 each, and authorized up to 20,000 shares of
      Preferred Stock, par value $.001.





On
      March
      31, 2006, ULURU filed a Certificate of Amendment to the Articles of
      Incorporation in Nevada to change its name from "Oxford Ventures, Inc." to
      "ULURU INC.".


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On
      March
      31, 2006, ULURU acquired, through its wholly-owned subsidiary (Uluru Acquisition
      Corporation) a 100% ownership interest in ULURU Delaware through a merger of
      ULURU Delaware into Uluru Acquisition Corporation. ULURU acquired ULURU Delaware
      in exchange for 11,000,000 shares of ULURU's common stock. All securities issued
      pursuant to the merger are "restricted" stock and are subject to a two year
      Lock-up Agreement as well as all applicable re-sale restrictions specified
      by
      federal and state securities laws. The shareholders of ULURU immediately prior
      to the merger retained 851,011 shares of common stock.





The
      aggregate amount of shares of common stock issuable to the shareholders of
      ULURU
      Delaware pursuant to the merger represented 92.8% of the issued and outstanding
      shares of ULURU's common stock. Under the terms of the Agreement and Plan of
      Merger and Reorganization executed on October 12, 2005, the pre-merger
      stockholders of ULURU owned an aggregate of 7.2% of the issued and outstanding
      shares of ULURU's common stock immediately after the merger.





At
      the
      effective time of the Merger, the members of the ULURU Delaware Board of
      Directors holding office immediately prior to the merger became ULURU's
      directors, and all persons holding offices of ULURU Delaware at the effective
      time, continue to hold the same offices of the surviving corporation.
      Simultaneously, ULURU's directors and officers immediately prior to the closing
      of the Merger resigned from all of their respective positions with
      ULURU.








**NOTE
      3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





Use
      of
      Estimates in the Preparation of Consolidated Financial
      Statements





The
      preparation of consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities, the disclosure of contingent assets and liabilities
      at
      the date of the consolidated financial statements and the reported amounts
      of
      revenues and expenses during the reporting periods. Actual results could differ
      from those estimates and assumptions. These differences are usually minor and
      are included in our consolidated financial statements as soon as they are known.
      The Company's estimates, judgments, and assumptions are continually evaluated
      based on available information and experience. Because of the use of estimates
      inherent in the financial reporting process, actual results could differ from
      those estimates.





Cash
      Equivalents





The
      Company considers all highly liquid investments with the original maturities
      of
      three months or less to be cash equivalents.





Concentrations
      of credit risk





The
      Company is subject to concentrations of credit risk on their temporary cash
      investments due to the use of a limited number of banking institutions. The
      Company mitigates this risk by placing temporary cash investments with major
      financial institutions, which have all been accorded high ratings by primary
      rating agencies


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Loss
      per Common Share





Basic
      loss per common share is calculated based upon the weighted average number
      of
      common shares outstanding during the period in accordance with the Statement
      of
      Financial Accounting Standards Statement No. 128, "Earnings per Share" after
      giving effect to all stock splits including the 400 for 1 reverse stock split
      approved by the Company's stockholders on March 29, 2006.





Income
      Taxes





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





Revenue
      recognition





The
      Company recognizes revenue from license payments not tied to achieving a
      specific performance milestone ratably over the period over which the Company
      is
      obligated to perform services. The period over which the Company is obligated
      to
      perform services is estimated based on available facts and circumstances.
      Determination of any alteration of the performance period normally indicated
      by
      the terms of such agreements involves judgment on management's
      part.





The
      Company recognizes revenue from performance payments, when such performance
      is
      substantially in the Company's control and when the Company believes that
      completion of such performance is reasonably probable, ratably over the period
      over which the Company estimates that it will perform such performance
      obligations.





Substantive
      at-risk milestone payments, which are based on achieving a specific performance
      milestone when performance of such milestone is contingent on performance by
      others or for which achievement cannot be reasonably estimated or assured,
      are
      recognized as revenue when the milestone is achieved and the related payment
      is
      due, provided that there is no substantial future service obligation associated
      with the milestone.





Revenue
      in connection with license arrangements is recognized over the term of the
      arrangement and is limited to payments collected or due and reasonably assured
      of collection. In circumstances where the arrangement includes a refund
      provision, the Company defers revenue recognition until the refund condition
      is
      no longer applicable unless, in the Company's judgment, the refund circumstances
      are within its operating control and unlikely to occur.





The
      Company recognizes revenue and related costs from the sale of its products
      at
      the time the products are shipped to the customer.





Sponsorship
      income has no significant associated costs since it is being paid only for
      information pertaining to a specific research and development project in which
      the sponsor may become interested in acquiring products developed thereby.





Payments
      received in advance of being recognized as revenue are deferred. Contract
      amounts are not recognized as revenue until the customer accepts or verifies
      the
      research results.


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Property
      and Equipment





Property
      and equipment are recorded at cost. Depreciation is provided over the estimated
      useful lives of the related assets using the straight-line method. Estimated
      useful lives for property and equipment categories are as follows:





Furniture
                , fixtures, and laboratory equipment
            7
                yearsComputer
                and office equipment
            5
                yearsComputer
                software
            3
                yearsLeasehold
                improvements
            Lease
                term





Deferred
      Charge





From
      time
      to time fees are payable to the Federal Drug Administration in connection with
      new drug applications submitted by the Company. Such fees are considered
      deferred charges since they are not recoverable unless the related drug is
      accepted and approved by the FDA for use or sale by the Company to the general
      public. Such fees are being amortized ratably over the period of 12 months
      beginning with the month such fees were paid.





Patents
      and Applications





We
      expense internal patent and application costs as incurred because, even though
      we believe the patents and underlying processes have continuing value, the
      amount of future benefits to be derived therefrom are uncertain. Purchased
      patents are capitalized and amortized over the life of the patent.





Allowance
      for Doubtful Accounts





The
      Company estimates the collectibility of its trade accounts receivable. In order
      to assess the collectibility of these receivables, the Company monitors the
      current creditworthiness of each customer and analyzes the balances aged beyond
      the customer's credit terms. Theses evaluations may indicate a situation in
      which a certain customer cannot meet its financial obligations due to
      deterioration of its financial viability, credit ratings or bankruptcy. The
      allowance requirements are based on current facts and are reevaluated and
      adjusted as additional information is received. Trade accounts receivable are
      subject to an allowance for collection when it is probable that the balance
      will
      not be collected. As of March 31, 2006, no allowance for collectibility was
      needed.





Research
      and Development Expenses





Pursuant
      to SFAS No. 2, *"Accounting
      for Research and Development Costs,"* our
      research and development costs are expensed as incurred. Research and
      development expenses include, but are not limited to, payroll and related
      expense, lab supplies, preclinical, development cost, clinical trial expense,
      outside manufacturing and consulting expense. The cost of materials and
      equipment or facilities that are acquired for research and development
      activities and that have alternative future uses are capitalized when acquired.
      As of March 31, 2006, there were no such capitalized materials, equipment or
      facilities.


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Inventory





Raw
      materials and finished goods inventories are directly attributable to the
      Business. Inventories are stated at the lower of cost or market value. Raw
      material inventory cost is determined on the first-in, first-out method. Costs
      of finished goods are determined by an actual cost method.








**NOTE
      4. GOING CONCERN**





The
      Company's consolidated financial statements have been presented on the basis
      that it is a going concern, which contemplates the realization of assets and
      the
      satisfaction of liabilities in the normal course of business. It has sustained
      operating losses since inception and has a deficit in working capital and
      stockholders' equity. The Company's ability to continue in existence is
      dependent on its ability to develop additional sources of capital and/or achieve
      profitable operations.





Management's
      plans in regard to achieving profitable operations will take time and involve
      commercializing products for advancing topical delivery, wound management,
      burn
      care and plastic surgery. The Company's efforts are in the development of novel
      topically applied therapeutics based primarily on the adaptation of existing
      therapeutic agents using its proprietary drug delivery platforms to improve
      clinical outcomes.





We
      believe that our products that require extensive sales efforts directed both
      at
      the consumer and the general practitioner can only compete successfully if
      marketed by a company having expertise and a strong presence in the therapeutic
      area or in direct to consumer marketing. Consequently, our business model is
      to
      form strategic alliances with major or regional pharmaceutical companies for
      products to compete in these markets. Management believes that our development
      risks should be minimized and that the technology potentially could be more
      rapidly developed and successfully introduced into the marketplace by adopting
      this strategy.





The
      Company plans to establish a sales and marketing organization to commercialize
      our wound management, burn care, and plastic surgery products. The Company
      believes that a small dedicated sales and marketing organization can effectively
      commercialize our products. To achieve this objective, the Company plans on
      acquiring additional complimentary wound management and plastic surgery
      products. We plan to add additional products to our existing portfolio through
      the addition of numerous wound management compounds to our nanoparticle
      aggregate dressing.





We
      plan
      in the near term to file a registration statement with the Securities and
      Exchange Commission to enable us to finance our business plan.





The
      accompanying consolidated financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.





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**NOTE
      5. RELATED PARTY TRANSACTIONS**





On
      January 9, 2006 ULURU Delaware remitted $230,556 to the Company in payment
      of
      its interest obligation to the Company, which included payments due as of
      November 12 and December 12, 2005. There were no principal payments on related
      party loans during the first quarter 2006.








**NOTE
      6. INVENTORY**





A
      summary
      of inventory as of March 31, 2006 follows:





**Net
                Book Value**Inventory
                - Amlexanox (Raw Material)
            
            $
            77,710Inventory
                - Work in Progress (Aphthasol)
            
            
            37,509Total
            
            $
            115,219








**NOTE
      7. PREPAID EXPENSES**




A
        summary
        of prepaid expenses as of March 31, 2006 follows:
 
 **Net
                  Book Value**Insurance
                  (Property, Liability, Auto)
              
              $
              44,699Insurance
                  (Medical)
              
              
              10,090Research
                  & Development
              
              
              153,098Total
              
              $
              207,887


**NOTE
      8. PROPERTY AND EQUIPMENT**





A
      summary
      of property and equipment as of March 31, 2006 follows:





**Cost**
            
            **Accumulated
                Depreciation and Amortization**
            
            **Net
                Book Value**Furniture
                and laboratory equipment (1)
            
            $
            399,011
            
            $
            27,022
            
            $
            371,989Computer
                and office equipment
            
            
            31,500
            
            
            2,037
            
            
            29,463Computer
                software
            
            
            4,108
            
            
            114
            
            
            3,994Leasehold
                improvements
            
            
            5,412
            
            
            ---
            
            
            5,412Total
            
            $
            440,031
            
            $
            29,173
            
            $
            410,858(1)
                Includes $50,000 of laboratory equipment subject to a capital
                lease





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**NOTE
      9. PATENTS AND LICENSING RIGHTS**





On
      October 12, 2005 the Company purchased certain patents and licensing rights
      from
      Access Pharmaceuticals, Inc. As part of the asset purchase, the Company assigned
      certain values to each intangible asset acquired from Access based upon expected
      future earnings for each technology taking into consideration criteria such
      as
      patent life, approved products for sale, the existence of marketing,
      manufacturing, and distribution agreements, and development costs.





The
      Company derived each asset value based on a discount rate of 10% and a unique
      risk rate based on the difficulty of achieving the forecasted net cash flows
      revenues to arrive at the net present value of expected discounted cash flows
      from each technology over an 8 year period. The synopsis for each technology
      valuation follows:





**ZINDACLIN**·Approved
                product (Residerm)·Manufacturing,
                distribution, and marketing agreement with ProStrakan Ltd that includes
                world-wide territory (except United States). Not currently marketed
                in
                United States.·Patent
                expires in 11/28/2020Risk
                factor discount
            20.4
                %Value
                Assigned
            $
                3,729,000**AMLEXANOX
                (Aphthasol)**·Approved
                product (Aphthasol)·Manufacturing,
                distribution, and marketing agreement with various partners for
                territories to include United Kingdom, Ireland, Europe, Middle East,
                and
                Far East. Discus Dental has territorial rights for the United
                States.·Patent
                expires in 11/08/2011Risk
                factor discount
            57.4
                %Value
                Assigned
            $
                2,090,000**AMLEXANOX
                (OraDisc A)**·Approved
                product (OraDisc A)·Manufacturing
                process current in final phase of development.·Distribution
                and marketing agreements with various partners for territories to
                include
                United Kingdom, Ireland, Europe, Middle East and Far East. Discus
                Dental
                has the territorial rights for the United States.·Patent
                expires in 08/16/2021Risk
                factor discount
            73.1
                %Value
                Assigned
            $
                6,873,080**ORA
                DISC**·No
                approved products (excluding OraDisc A)·Developing
                applications for commercialization of various products using technology
                are ongoing.·Patent
                expires in 08/16/2021Risk
                factor discount
            81.4
                %Value
                Assigned
            $
                73,000**HYDROGEL
                NANOPARTICLE AGGREGATE**·No
                approved products·Research
                and development for commercialization of various products using technology
                are ongoing.·Patent
                and licensing rights expire in 11/06/2022Risk
                factor discount
            80.3
                %Value
                Assigned
            $
                250,000





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A
      summary
      of patents and licensing rights as of March 31, 2006 follows:





**Cost**
            
            **Accumulated
                Amortization**
            
            **Net
                Book Value****PATENTS**Zindaclin
            
            $
            3,729,000
            
            $
            114,717
            
            $
            3,614,283Amlexanox
                (Aphthasol)
            
            
            2,090,000
            
            
            160,190
            
            
            1,929,810Amlexanox
                (OraDisc A)
            
            
            6,873,080
            
            
            201,905
            
            
            6,671,175OraDisc
            
            
            73,000
            
            
            2,144
            
            
            70,856Total
                Patents
            
            $
            12,765,080
            
            $
            478,956
            
            $
            12,286,124**LICENSING
                RIGHTS**Hydrogel
                Nanoparticle Aggregate
            
            $
            250,000
            
            $
            6,817
            
            $
            243,183








**NOTE
      10. DEFERRED FINANCING COSTS**





On
      October 12, 2005 the Company incurred loan costs of $1,320,000 which are being
      amortized ratably over the two year term of the notes payable. A summary of
      the
      deferred financing costs as of March 31, 2006 follows:





**Loan
                Costs**
            
            **Accumulated
                Amortization**
            
            **Net
                Book Value**Convertible
                debenture - Prenox LLC
            
            $
            1,000,000
            
            $
            232,877
            
            $
            767,123Convertible
                debenture - Highgate House
            
            
            320,000
            
            
            74,521
            
            
            245,479Total
            
            $
            1,320,000
            
            $
            307,398
            
            $
            1,012,602








**NOTE
      11. ADVANCED ROYALTY**





As
      part
      of the October 12, 2005 asset purchase from Access, the Company assumed the
      liability associated with an advanced royalty payment of $500,000 to Access
      by
      Discus Dental, our United States distributor. Royalties earned from the sale
      of
      Aphthasol by the distributor will first be offset against the advanced royalty.
      As of March 31, 2006, earned royalties applied against the advance are $159,259
      from January through March 31, 2006 and $30,944 in 2005.








**NOTE
      12. STOCKHOLDERS' EQUITY**





On
      March
      29, 2006, the Company amended its articles of incorporation to implement a
      400
      for 1 reverse stock split, a decrease in the authorized shares of common stock
      to 200 million from 400 million, and the authorization of up to 20,000 shares
      of
      Preferred stock, par value $.001 per share. Accordingly, all shares referred
      to
      in the accompanying consolidated financial statements and included in these
      Notes give retroactive effect to this authorization.





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**NOTE
      13. INCOME TAXES**





There
      was
      no current federal tax provision or benefit recorded for any period since
      inception, nor were there any recorded deferred income tax assets, as such
      amounts were completely offset by valuation allowances.








**NOTE
      14. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS**





Stock-Based
      Compensation





Effective
      January 1, 2006, the Company adopted the fair value recognition provisions
      of SFAS 123R, *Share-Based
      Payments* ("SFAS
      No. 123(R)"), which is a revision of SFAS No. 123.





The
      value
      of each employee stock option granted is estimated on the grant date under
      the
      fair value method using the Black-Scholes option pricing model. For options
      granted after January 1, 2006, the Company amortizes the fair value on a
      straight-line basis. All options are amortized over the requisite service period
      of the awards, which are generally the vesting periods





There
      were no employee stock options granted during the three months ended
      March 31, 2006.





Stock-based
      awards issued to non-employees are accounted for using the fair value method
      and
      are remeasured to fair value at each period end until the earlier of the date
      that performance by the non-employee is complete or a performance commitment
      has
      been obtained. The fair value of each award to non-employees is estimated using
      the Black-Scholes option pricing model.





There
      were no non-employee stock options granted during the three months ended March
      31, 2006.





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**NOTE
      15. COMMITMENTS AND CONTINGENCIES**





Legal
      Proceedings





On
      June
      29, 2004, a complaint was filed against the Company in the County Court, Denver
      County, Colorado. The complaint alleges that the Company used a telephone
      facsimile machine, computer or other device to send unsolicited advertisements
      to the facsimile machine of Cache Valley Electric without having obtained the
      prior express permission or invitation to do so. The plaintiff in the action
      seeks recovery of up to $15,000. The Company filed an answer to the complaint
      on
      July 29, 2004, and does not believe that the complaint has merit. No further
      action has been taken by either party as of March 31, 2006.





On
      January 31, 2005, a Default Judgment for $57,144 was filed against the Company
      in the Superior Court of Maricopa County, Arizona. The judgment was for the
      benefit of TGR Properties, LLC, for damages that have been incurred as a result
      of the premature termination of the operating lease of the facilities in Mesa,
      Arizona. As of April 28, 2006, the balance due on this judgment is $122,406,
      which is included in accounts payable as of March 31 2006, includes post
      judgment legal fees, interest and collection costs.





License
      Agreement with Amlexanox Manufacturer





In
      connection with the asset sales agreement between ULURU and Access, consent
      was
      required to be granted to ULURU by the foreign manufacturer of the active
      ingredient, Amlexanox, for continued manufacture of the ingredient. If the
      consent is withheld, ULURU's purchase price of the net assets may be reduced
      up
      to a maximum of 1 million dollars based on damages to ULURU on a
      dollar-for-dollar basis and which ULURU is entitled to deduct the actual amount
      of damages from the amount due Access.





Milestone
      Payments





The
      Company is subject to paying Access for up to $7,250,000 in connection with
      11
      enumerated milestones, including 5 for up to an aggregate of $4,625,000 if
      the
      Company achieves annual net sales volumes of 20 million dollars or 40 million
      dollars on any one product, and 20 million dollars on all products, and at
      levels of 50 million dollars and 100 million dollars for cumulative net
      sales.





The
      balance of 6 milestone payments totaling $2,625,000 relate to ULURU commencing
      Phase II clinical testing of any drug products or pivotal testing of any device
      products other than a dental product, using the licensed technology; signing
      a
      license agreement for any non dental products utilizing the licensed technology,
      and signing a license agreement relating to the Mucoadhesive product applied
      to
      tooth whitening.





At
      the
      time any of the above contingent payments are payable, the Company will
      capitalize per SFAS No.141, and classify them as goodwill which will not be
      subject to future amortization in accordance with SFAS No.142.





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**NOTE
      16. ASSET PURCHASE OBLIGATIONS**





As
      part
      of the asset purchase from Access Pharmaceuticals, Inc. ("Access") on October
      12, 2005, ULURU paid to Access $8,700,000 on October 12, 2005 and is obligated
      to pay Access an additional $3,700,000 on October 12, 2006 and $1,000,000 on
      October 12, 2007, along with certain milestone payments based upon future events
      which may or may not occur. Pursuant to the terms of the Asset Purchase
      Agreement, none of the future payment obligations to Access have any interest
      accrual.





For
      financial statement presentation, the Company has applied APB 21, *Interest
      on Receivables and Payables* ,
      and
      calculated imputed interest, at 10% per annum, on the future payment obligations
      which amounted to $509,920 at date of acquisition, and reduced the cost basis
      of
      the net assets acquired. A summary of the asset purchase obligations and imputed
      interest as of March 31, 2006 follows:





**Gross
                Asset Purchase Obligations**
            
            **Imputed
                Interest**
            
            **Net
                Asset Purchase Obligations**Asset
              Purchase Obligation (Due 10/12/2006)
            
            $
            3,700,000
            
            $
            179,939
            
            $
            3,520,061Asset
                Purchase Obligation (Due 10/12/2007)
            
            
            1,000,000
            
            
            133,196
            
            
            866,804Total
            
            $
            4,700,000
            
            $
            313,135
            
            $
            4,386,865Less
                : current portion
            
            
            3,700,000
            
            
            179,939
            
            
            3,520,061Total
                Asset Purchase Obligation (Long-Term)
            
            $
            1,000,000
            
            $
            133,196
            
            $
            866,804








**NOTE
      17. DEBT AND EQUITY FINANCING**





On
      October 12, 2005, the Company entered in a Securities Purchase Agreement to
      issue secured convertible debentures to Highgate House Funds, Ltd. and Prenox,
      LLC in an amount of up to $15,000,000 and to issue Highgate and Prenox warrants
      for up to 5 million shares (post-split) of the Company's common stock for a
      period of five years with an exercise price of $.01(post-split).





Also
      on
      October 12, 2005, the Company 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 Company used the majority
      of the proceeds from the Debentures to extend a loan, described below, to ULURU
      Delaware. The shares underlying the Warrants shall be included on a registration
      statement, described below, to be filed by the Company with the Securities
      and
      Exchange Commission. In exchange for the purchase of the Debentures, the Company
      granted Highgate and Prenox a security interest in all of its assets, including
      any assets the Company 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").


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The
      Debentures have a term of two years from the date of issuance and bear an
      interest rate of ten percent per annum, compounded monthly. The Company 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 Company's common stock at the price of $1.50
      per share which is not considered to be a beneficial conversion
      feature.





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





As
      part
      of the October 12, 2005 asset purchase from Access Pharmaceuticals, Inc., the
      Company assumed three payment obligations for equipment leases with Malvern
      Financial, Dell Computers, and Agilent Technologies. In February 2006, the
      equipment leases with Dell Computers and Agilent Technologies were paid in
      full.
      The remaining lease with Malvern Financial has a security deposit of
      $27,200.





A
      summary
      of the Notes Payable, Capital Lease Obligations, and Accrued Interest, as of
      March 31, 2006, follows:


**Note
                Payable**
            
            **Accrued
                Interest**Note
                Payable - Prenox LLC
            
            $
            10,000,025
            
            $
            249,155Note
                Payable - Highgate House
            
            
            3,000,000
            
            
            143,913Total
                Notes Payable
            
            $
            13,000,025
            
            $
            393,068





**Capital
                Lease Obligations**
            
            **Accrued
                Interest**Capital
                Lease - Malvern Financial (Equipment)
            
            $
            40,004
            
            
            -0-Total
            
            $
            40,004
            
            
            -0-








**NOTE
      18. STANDBY EQUITY DISTRIBUTION AGREEMENT**





On
      October 12, 2005, the Company entered into a new Standby Equity Distribution
      Agreement ("SEDA") with Cornell Capital Partners, LP (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 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.


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The
      Company has agreed to file a registration statement with the Securities and
      Exchange Commission to register the resale of the Company'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
      Company is required to continuously maintain the effectiveness of the
      registration statement for a period of twenty four (24) months after its
      effective date.





The
      Company authorized for issuance at the time of the completion of the
      recapitalization and merger with ULURU Delaware 993,300 (post-split) shares
      of
      its common stock as a commitment fee to Cornell, valued at $1.80 per share
      for a
      total of $1,787,940, which was classified as an expense in the accompanying
      condensed consolidated financial statements for the quarter ended March 31,
      2006.








**NOTE
      19. ESCROW ACCOUNT**





An
      unrestricted escrow account was established for the net proceeds obtained from
      the 13 million dollars of debt financing provided to ULURU on October 12, 2005,
      most of which was used as a loan to ULURU Delaware. As of March 31, 2006 there
      was $128,045 in the account.








**NOTE
      20. 2006 EQUITY INCENTIVE PLAN**





On
      March
      31, 2006, the Company adopted the 2006 Equity Incentive Plan. Under the plan,
      up
      to 2,000,000 shares of the Company's common stock may be issued. Some awards
      under the plan may link future payments to the awardee to the future value
      of a
      specified number of shares of 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. All directors,
      officers, employees and non-employee service providers of the Company are
      eligible to participate in the plan. No awards were made under this plan as
      of
      March 31, 2006.








**NOTE
      21. EMPLOYMENT AGREEMENTS**





ULURU
      assumed, on March 31, 2006, three existing employment agreements ("Agreements")
      between ULURU Delaware and certain key executives. The term of the agreement
      for
      the Chief Executive Officer is for three years with automatic annual renewal
      unless notice is provided by ULURU. The other two agreements have an initial
      term of one year with automatic annual renewals unless notice is provided by
      ULURU. The Agreements provide for compensation, incentives, and benefits that
      are commensurate with similar positions within the pharmaceutical
      industry.





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**NOTE
      22. LEASE OBLIGATION**





On
      January 31, 2006 the ULURU Delaware entered into a lease agreement for office
      and laboratory space in Addison, Texas. The monthly lease obligation of
      $9,034.53 commenced on April 1, 2006 and continues for eighty four (84)
      months.





Calendar
                Years
            
            Future
                Lease Expense2006
            
            $
            81,3112007
            
            
            108,4142008
            
            
            108,4142009
            
            
            108,4142010
            
            
            108,4142011
                & Beyond
            
            
            243,934Total
            
            $
            758,901








**NOTE
      23. SUBSEQUENT EVENT-CHANGE OF CORPORATE NAME**





The
      articles of incorporation were amended on May 31, 2006 changing the name of
      our
      wholly owned subsidiary, Uluru Inc., a Delaware corporation, to ULURU Delaware
      Inc.


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**ITEM
      2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      PLAN OF OPERATION**





*This
      Quarterly Report on Form 10-QSB/A contains certain statements that are
      forward-looking within the meaning of Section 27a of the Securities Act of
      1933,
      as amended, and Section 21E of the Securities and Exchange Act of 1934, as
      amended, and that involve risks and uncertainties, including, but not limited
      to
      the uncertainties associated with research and development activities, clinical
      trials, our ability to raise capital, our ability to repay our outstanding
      debt
      obligations, the timing of and our ability to achieve regulatory approvals,
      dependence on others to market our licensed products, collaborations, future
      cash flow, the timing and receipt of licensing and milestone revenues, our
      ability to achieve licensing and milestone revenues, the future success of
      our
      marketed products and products in development, our ability to achieve licensing
      milestones and other risks described below as well as those discussed elsewhere
      in this Form 10-QSB/A, documents incorporated by reference and other documents
      and reports that we file periodically with the Securities and Exchange
      Commission including our Form 10-KSB for the period ended December 31, 2005.
      Forward-looking statements contained in this Form 10-QSB/A include, but are
      not
      limited to those relating to anticipated product approvals and timing thereof,
      the terms of future licensing arrangements, our ability to secure additional
      financing for our operations, our ability to repay our outstanding debt
      obligations, our ability to fund our operations through December 31, 2006 with
      our current cash reserves and without accessing our SEDA, and our expected
      capital expenditures.*





Business





ULURU
      Inc. (ULURU) is a Nevada corporation. We are an emerging pharmaceutical company
      focused on establishing a market leadership position in the development of
      wound
      management, plastic surgery and oral care products utilizing innovative drug
      delivery solutions to improve the clinical outcome of patients and provide
      a
      pharmacoeconomic benefit to healthcare providers. The first step in achieving
      this objective was the acquisition of the topical business component of Access
      Pharmaceuticals, Inc. which was completed on October 12, 2005. This acquisition
      resulted in the Company acquiring Aphthasol®, Zindaclin® and the Mucoadhesive
      Film technology and a fully paid exclusive worldwide license to the Nanoparticle
      Aggregate technology for all applications excluding injectable drug delivery
      devices. Utilizing this technology, three products have been approved for
      marketing in various global markets. In addition, numerous products are under
      development utilizing our Mucoadhesive Film and Nanoparticle Aggregate
      technologies.





We
      were
      founded in Nevada in 1987 as Casinos of the World, Inc. In 1993 the Company's
      name was changed to Clean Way Corporation, further changing its name to
      Trader.Secrets.com, Inc. in 1999, VOIP Technology, Inc. in 2000 and ultimately
      ULURU Ventures, Inc. in 2002. In 2006 we merged with ULURU Delaware Inc. a
      private Delaware Corporation, and changed our name to ULURU Inc. Our principal
      executive office is located at 4452 Beltway Drive, Addison TX 75001. Our
      telephone number is (214) 905-5145.





Recent
      Developments





On
      May 3,
      2006 the Company entered a Research Collaboration and Option Agreement with
      Dexo
      Biopharm Limited, a subsidiary of BioProgress Plc. The objective of the
      collaboration is to develop a specified anti-emetic for the treatment of emesis
      utilizing our mucoadhesive film, OraDisc, and Dexo Biopharm Limited's Instant
      Release Film technology. Under the terms of the collaboration the companies
      will
      share the development expense and the future revenues.


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Other
      Key Developments





On
      October 12, 2005 the Company entered into a Securities Purchase Agreement to
      issue Secured Convertible Debentures to Prenox, LLC and Highgate House Funds,
      Limited in an amount of up to $15,000,000. Under the Securities Purchase
      Agreement on October 12, 2005 the Company issued a $10,000,000 secured
      convertible debenture to Prenox, LLC ("Prenox") and a $3,000,000 secured
      convertible debenture to Highgate House Funds, Ltd. ("Highgate") as well as
      Warrants to purchase up to 5,000,000 shares of the Company for a period of
      5
      years with an exercise price of $0.01. The shares underlying the Debentures
      and
      Warrants shall be included on a registration statement to be filed by the
      Company with the Securities and Exchange Commission. In exchange for the
      purchase of the Debentures, the Company granted Prenox and Highgate a security
      interest in all of its assets, including any assets the Company acquires while
      the Debentures are outstanding. The sale of the Debentures and Warrants was
      made
      under Section 4(2) of the Securities Act of 1933.





The
      Debentures have a term of two years from the date of issuance and bear an
      interest rate of ten percent per annum, compounded monthly. The company 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. Prenox and Highgate
      may at their option convert all or some of the Debenture plus any accrued and
      unpaid interest into shares of the Company's common stock at the price of $1.50
      per share.





Also,
      on
      October 12, 2005 the Company entered into a Standby Equity Distribution
      Agreement ("SEDA") with Cornell Capital Partners, LP. Under the SEDA, Cornell
      committed to purchase over the course of two years from the date of the
      effectiveness of a registration statement up to $30,000,000 of the Company's
      common stock in increments up to $1,000,000.





Employees





As
      of
      March 31, 2006, we have 10 full-time and 3 part-time employees. Of these
      employees, 8 are directly engaged in or directly support research and
      development activities of which 5 have advanced scientific degrees, two directly
      support commercial and business development activities and 2 are in
      administrative positions. Our employees are not represented by a labor union
      and
      are not covered by a collective bargaining agreement. Management believes that
      we maintain good relations with our personnel. We compliment our internal
      expertise with external scientific consultants, university research laboratories
      and contract manufacturing organizations that specialize in various aspects
      of
      drug development including clinical development, regulatory affairs, toxicology,
      preclinical testing and process scale-up.





Web
      Availability





We
      make
      available free of charge through our web site, www.uluruinc.com ,
      our
      annual reports on Form 10-KSB and other reports required under the Securities
      and Exchange Act of 1934, as amended, as soon as reasonably practicable after
      such reports are filed with, or furnished to, the Securities and Exchange
      Commission as well as certain of our corporate governance policies, including
      the charters for the Board of Director's corporate governance committees and
      our
      code of ethics, corporate governance guidelines and whistleblower policy. We
      will provide to any person without charge, upon request, a copy of any of the
      foregoing materials. Any such request must be made in writing to ULURU Inc.,
      4452 Beltway Drive, Addison, TX 75001 attn: Investor Relations.


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LIQUIDITY
      AND CAPITAL RESOURCES





We
      have
      funded our operations primarily through private sales of convertible debentures
      and our principal source of liquidity is cash and cash equivalents. Contract
      research, products sales, royalty payments, licensing fees and milestone
      payments from corporate alliances have, and are expected in the future to,
      also
      provide funding for operations. As of March 31, 2006 our cash and cash
      equivalents and short-term investments were $715,719 and our working capital
      (current assets less current liabilities) was ($3,774,737). Our working capital
      at March 31, 2006 represented a decrease of $1,168,699 compared to our working
      capital as of December 31, 2005 of ($2,606,038). The decrease in working capital
      was primarily due to the loss from operations for the three months ended March
      31, 2006.





As
      of
      March 31, 2006 the company did not have enough capital to achieve it's near,
      medium or long-term goals. The available cash together with the $2 million
      the
      company is entitled to receive upon the effectiveness of a registration
      statement are expected to be sufficient to fund operations through December
      31,
      2006 assuming no access to the SEDA or additional financings. We plan to access
      the SEDA and /or have additional financings in 2006.





As
      part
      of the asset purchase from Access Pharmaceuticals, Inc. ("Access") on October
      12, 2005, the Company paid to Access $8,700,000 on October 12, 2005 and is
      obligated to pay Access $3,700,000 on October 12, 2006 and $1,000,000 on October
      12, 2007, along with certain milestone payments based upon future events which
      may or may not. Pursuant to the terms of the Asset Purchase Agreement by the
      Company and Access none of the future payment obligations to Access have any
      interest accrual.





On
      October 12, 2005 the Company entered into a Securities Purchase Agreement to
      issue Secured Convertible Debentures to Prenox, LLC and Highgate House Funds,
      Limited in an amount of up to $15,000,000. Under the Securities Purchase
      Agreement on October 12, 2005 the Company issued a $10,000,000 secured
      convertible debenture to Prenox, LLC ("Prenox") and a $3,000,000 secured
      convertible debenture to Highgate House Funds, Ltd. ("Highgate") as well as
      Warrants to purchase up to 5,000,000 shares of the company for a period of
      5
      years with an exercise price of $0.01. The shares underlying the Debentures
      and
      Warrants shall be included on a registration statement to be filed by the
      Company with the Securities and Exchange Commission. In exchange for the
      purchase of the Debentures, the Company granted Prenox and Highgate a security
      interest in all of its assets, including any assets the Company acquires while
      the Debentures are outstanding. The sale of the Debentures and Warrants was
      made
      under Section 4(2) of the Securities Act of 1933.





The
      Debentures have a term of two years from the date of issuance and bear an
      interest rate of ten percent per annum, compounded monthly. The company 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. Prenox and Highgate
      may at their option convert all or some of the Debenture plus any accrued and
      unpaid interest into shares of the Company's common stock at the price of $1.50
      per share.





Also,
      on
      October 12, 2005 the Company entered into a Standby Equity Distribution
      Agreement ("SEDA") with Cornell Capital Partners, LP. Under the SEDA, Cornell
      committed to purchase over the course of two years from the date of the
      effectiveness of a registration statement up to $30,000,000 of the Company's
      common stock in increments up to $1,000,000.


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Since
      our
      inception we have incurred negative cash flow from operations and anticipate
      for
      the balance of 2006 to continue to expend funds to advance our product
      developments, license additional products and establish a sales and marketing
      operation to commercialize our wound care products. Our expenses have exceeded
      our revenue, resulting in an accumulated deficit as of March 31, 2006 of
      ($3,870,205). We expect that our existing capital resources (including $2
      million expected to be received upon the effectiveness of a registration
      statement) and funds available under the Securities Purchase Agreement will
      be
      adequate to fund our operations through 2006, assuming no access to the SEDA
      or
      additional financings. We plan to access the SEDA and/or have additional
      financings. We cannot assure investors that we will be able to raise additional
      capital, access the SEDA or that we will be able to generate significant product
      revenue or achieve or sustain profitability.





Our
      future capital requirements and adequacy of available funds will depend on
      many
      factors including:





·
            Our
                ability to raise financing in order to continue our
                operations·
            The
                ability to successfully commercialize our wound management and burn
                care
                products and the market acceptance of these products·
            The
                ability to establish and maintain collaborative arrangements with
                corporate partners for the research, development and commercialization
                of
                certain product opportunities·
            Continued
                scientific progress in our development programs·
            The
                costs involved in filing, prosecuting and enforcing patent
                claims·
            Competing
                technological developments·
            The
                cost of manufacturing and production scale-up·
            Successful
                regulatory filings·
            The
                ability to convert, repay or restructure our outstanding convertible
                notes








RESULTS
      OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006





Total
      Revenues


Revenues
      were $267,164 for the three months ended March 31, 2006, as compared to the
      Topical Component's revenues of $158,864 for the three months ended March 31,
      2005. Revenues for the first quarter 2006 were comprised of domestic royalties
      of $159,258 from the sale of Aphthasol, foreign royalties from the sale of
      Zindaclin of $22,914, sponsored wound care research of $34,992 and a
      non-recurring development fee of $50,000 associated with our OraDisc technology.





The
      first
      quarter 2006 revenues represent an overall increase of $108,300 from the Topical
      Component comparative first quarter 2005 revenues, primarily due to higher
      Aphthasol royalties as a result of a shift to a new U.S. distributor and the
      non-recurring development fee from Glaxo Smith Klein. The Company did not have
      any product sales in the first quarter 2006 as its distributor relied upon
      their
      existing inventories to meet product orders by retailers.


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Costs
      and Expenses





Research
      and Development





Research
      and development expenses were $476,396 for the three months ended March 31,
      2006, as compared to the Topical Component's expenses of $552,988 for the three
      months ended March 31, 2005. The first quarter 2006 expenses are comprised
      of
      primarily salaries/taxes/benefits of $223,554 as well as specific costs
      associated with the continuing development of our technologies:


OraDisc
            
            $
            139,654Wound
                Care - Nanoparticle
            
            
            88,643Aphthasol
                & other technologies
            
            
            6,042$
            234,339





The
      first
      quarter 2006 decrease of $76,592 versus the comparative first quarter 2005
      research and development expenses were due primarily to the
      following:





·
            Lower
                salary and benefit expenses of approximately $61,000 as the Company
                decreased levels of staffing to focus only on existing technologies
                whereas the Topical Component's comparative first quarter 2005 included
                partial and full allocations of the overall research and development
                staff; and·
            Lower
                Federal Drug Administration fees of
                $65,720.





The
      decrease in research and development expenses is partially offset
      by





·
            Increased
                costs associated with repairs to laboratory equipment of $11,000;
                and·
            Increased
                laboratory development expenses of
                38,700.





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General
      and Administrative





General
      and administrative expenses were $283,029 for the three months ended March
      31,
      2006, as compared to the Topical Component's expenses of $276,226 for the three
      months ended March 31, 2005. The first quarter 2006 increase of $6,803 versus
      the comparative first quarter 2005 was due primarily to the
      following:





·
            Higher
                salary and benefit expenses of approximately $87,000 as the President's
                compensation in the Topical Component's comparative first quarter
                2005 was
                only partially allocated to Topical Component whereas his compensation
                is
                fully allocated for the three months ended March 31,
                2006;·
            Higher
                legal fees of $19,800 for costs associated with patent applications
                and
                filings; and·
            Higher
                corporate travel costs of $13,500.





The
      increase in general and administrative expenses is partially offset
      by





·
            Lower
                occupancy costs of $6,500 associated with transitional office and
                utility
                costs until the Company relocated to their permanent facility in
                April
                2006;·
            Lower
                costs of $13,000 for insurance as the Company experienced savings
                in their
                new insurance program initiated in October 2005;·
            Lower
                accounting professional fees of $20,267 as the Company did not incur
                any
                annual audit costs in the first quarter 2006 whereas the Topical
                Component
                incurred accounting fees of $25,267 in the first quarter 2005 for
                their
                annual audit and other accounting matters;·
            Lower
                legal professional fees of $30,000 as the Company was not involved
                in any
                litigation whereas the Topical Component incurred legal expense of
                $29,975
                in the first quarter 2005 for legal representation for general corporate
                matters and for licensing agreements;·
            Lower
                director fee expense of $8,750 as the Company did not incur any director
                fees expense in the first quarter 2006 whereas the Topical Component
                incurred $8,750 in the first quarter 2005;·
            Lower
                shareholder expense of $12,000 as the Company incurred only minor
                expenses
                for shareholder costs in the first quarter 2006 whereas the Topical
                Component incurred costs of approximately $8,600 for shareholder
                public
                relations, $2,000 for shareholder meetings, and $1,400 for transfer
                costs;
                and·
            Lower
                stock exchange fee expense of $20,000 as the Topical Component incurred
                costs for their annual membership with the American Stock Exchange
                in
                January 2005 and expenses associated with a new stock offering in
                March
                2005. The Company did not incur any of these expenses in the first
                quarter
                2006.





Commitment
      Fee





The
      Company had agreed to issue, at the time of the completion of the
      recapitalization and merger, 993,300 shares of its common stock as a commitment
      fee in connection with the SEDA for $30 million dollars provided by Cornell
      Capital. Those shares had a market value of $1.80 per share on March 31, 2006,
      for a total of $1,787,940. There was no commitment fee expense incurred in
      first
      quarter 2005 for the Topical Component.


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Depreciation
      and Amortization





Depreciation
      and amortization includes the following:


Depreciation
                of equipment
            
            $
            14,725Amortization
                of licensing rights
            
            
            3,609Amortization
                of acquired patents
            
            
            253,565$
            271,899





The
      Topical Component's comparative first quarter 2005 expense for this category
      of
      $56,238 includes depreciation expense of $13,840 and patent amortization of
      $42,398. The 2006 increase in patent amortization relates to the Company's
      purchase of three patents and one licensing agreement from Access
      Pharmaceuticals on October 12, 2005. These patent and licensing rights assets
      were capitalized at their fair market value on the date of acquisition, thereby
      causing an increase in subsequent amortization expense.





Interest
      Expense





Interest
      Expense ($374,003) is comprised of interest ($268,217) based on the existing
      Note balance of $10,700,000 payable to the Company by its wholly owned
      subsidiary, ULURU Delaware, prior to consolidation on March 31, 2006, with
      interest accruing at 10% per annum and ($105,786) of imputed interest on the
      Asset Purchase Obligations, based on an interest rate of 10% per
      annum.





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**PART
      II: OTHER INFORMATION**





**ITEM
      6: EXHIBITS**








ExhibitNumber
            Description31.1
            Certification
                of Principal Executive Officer of ULURU
                Inc. Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities
                Exchange Act of 1934, as Amended31.2
            Certification
                of Principal Accounting Officer of ULURU
                Inc. Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities
                Exchange Act of 1934, as Amended32.1
            Certification
                of Chief Executive Officer of ULURU Inc.
                pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 200232.2
            Certification
                of Chief Financial Officer of ULURU Inc.
                pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002








**SIGNATURES:**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned, thereunto
      duly authorized.





**ULURU
                INC.**Date:
                July 13, 2006
            
            By:
            /s/
                Kerry P. GrayKerry
                P. Gray, Chief Executive OfficerPrincipal
                Executive OfficerDate:
                July 13, 2006
            
            By:
            /s/
                Terrance K. WallbergTerrance
                K. Wallberg, Chief Financial OfficerPrincipal
                Accounting Officer









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