**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedMarch
                31, 2007[
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period __________to__________Commission
                File Number:000-51125





Oxford
      Media, Inc.


(Exact
      name of small business issuer as specified in its charter)





Nevada
            20-3270909(State
                or other jurisdiction of incorporation or
                organization)
            (IRS
                Employer Identification No.)




One
                Technology Drive Building H, Irvine, CA 92618(Address
                of principal executive offices)





949-341-0050(Issuer’s
                telephone number)_______________________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)





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 preceding 12 months
      (or
      for such shorter period that the issuer was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days [X] Yes
      [
      ] No







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





As
      of May
      18, 2007, 41,845,157 shares of common stock were outstanding.





Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]




Table
          of Contents


TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements
            2Item
                2.
            Management’s
                Discussion and Analysis or Plan of
                Operation
            3Item
                3.
            Controls
                and Procedures
            9PART
                II - OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            10Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            10Item
                3.
            Defaults
                Upon Senior Securities
            12Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            12Item
                5.
            Other
                Information
            12Item
                6.
            Exhibits
            12


2
 Table
          of Contents


**PART
      I - FINANCIAL INFORMATION**


**ITEM 1.
      FINANCIAL STATEMENTS**





**OXFORD
      MEDIA, INC.**


**CONSOLIDATED
      BALANCESHEET**


**(UNAUDITED)**


**March
                    31,**
                  **2007****Assets**Current
                  assets:Cash
              $
              270,142Escrow
                  proceeds receivable
              
              420,098Accounts
                  receivable, net
              
              549,647Inventories
              
              405,836Other
                  current assets
              
              119,656Total
                  current assets
              
              1,765,379Property
                  and equipment, net
              
              4,725,619Deferred
                  cost of sales
              
              794,776Intangible
                  assets, net
              
              3,979,324Goodwill
              
              2,668,378Other
              
              186,000Total
                  assets
              $
              14,119,476**Liabilities
                  and Stockholders' Deficit**Current
                  liabilities:Notes
                  payables
              $
              4,287,813Accounts
                  payable
              
              1,532,351Accrued
                  expenses
              
              1,994,931Deferred
                  revenue
              
              369,544Current
                  portion of capital lease obligation
              
              28,515Liabilities
                  of discontinued operations
              
              52,332Total
                  current liabilities
              
              8,265,486Deferred
                  revenue
              
              694,699Notes
                  payable, net of current portion
              
              9,714,358Derivative
                  liabilities
              
              3,041,267Capital
                  lease obligation, net of current portion
              
              16,624Total
                  liabilities
              
              21,732,434Commitments
                  and contingenicies
              
              -Preferred
                  stock- $0.001 par value; 1,000,000 shares authorizedIssued
                  and outstanding shares - 7,857
              
              1,475,106Stockholders'
                  deficitCommon
                  stock - $0.001 par value; 100,000,000 shares authorizedIssued
                  and outstanding shares - 39,745,157
              
              34,077Additional
                  paid-in capital
              
              21,863,207Accumulated
                  deficit
              
              (30,985,348)Total
                  stockholders' deficit
              
              (9,088,064)Total
                  liabilities and stockholders' deficit
              $
              14,119,476




See
      accompanying Notes to Consolidated Financial Statements.


F-1
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          of Contents


**OXFORDMEDIA,
      INC.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(UNAUDITED)**


**March
                  31,****2007**
              
              **2006**Revenue:Services
              $
              2,716,412
              
              $
              -Products
              
              581,218
              
              
              32,9593,297,630
              
              
              32,959Cost
                  of sales:Cost
                  of services
              
              614,583
              
              
              -Cost
                  of products
              
              310,852
              
              
              33,524925,435
              
              
              33,524Gross
                  profit
              
              2,372,195
              
              
              (565)Operating
                  expenses:Selling,
                  general and administrative
              
              4,273,134
              
              
              3,701,766Amortization
                  of intangibles
              
              218,870
              
              
              175,682Operating
                  loss
              
              (2,119,809)
              
              
              (3,878,013)Other
                  income (expense):Interest
                  income
              
              63
              
              
              197Interest
                  expense
              
              (1,147,661)
              
              
              (431,980)Gain
                  (loss) on derivative liability
              
              6,439,429
              
              
              (1,895,025)Income
                  (loss) before discountinued operations
              
              3,172,022
              
              
              (6,204,821)Loss
                  from discontinued operations, net of tax
              
              (28,077)
              
              
              (175,820)Gain
                  from sale of discontinued operations, net of tax
              
              1,181,830
              
              
              -1,153,753
              
              
              (175,820)Income
                  taxes
              
              -
              
              
              -Net
                  income (loss)
              
              4,325,775
              
              
              (6,380,641)Preferred
                  stock dividends
              
              (157,140)
              
              
              (80,000)Net
                  loss available to common stockholders
              $
              4,168,635
              
              $
              (6,460,641)Basic
                  and diluted net loss available to common stockholders:Basic:Income
                  (loss) from continuing operations
              $
              0.10
              
              $
              (0.38)Income
                  (loss) from discontinuing operations
              
              0.04
              
              
              (0.01)$
              0.14
              
              $
              (0.39)Dilutive:Income
                  (loss) from continuing operations
              
              0.06
              
              
              (0.38)Income
                  (loss) from discontinuing operations
              
              0.02
              
              
              (0.01)$
              0.08
              
              $
              (0.39)Weighted-average
                  common shares outstanding - Basic
              
              31,457,853
              
              
              16,435,386Weighted-average
                  common shares outstanding - Diluted
              
              51,590,987
              
              
              16,435,386




See
      accompanying Notes to Consolidated Financial Statements.


F-2
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            of Contents


**OXFORD
      MEDIA, INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**


**Three
                  Months ended March 31,****2007**
              
              **2006****Cash
                flows from operating activities:**
              $
              4,325,775
              
              $
              (6,380,641)Net
                income (loss)Adjustments
                to
                reconcile net loss to net cash from operating activities:Gain
                  on sale of discontinued operations
              
              (1,181,830)
              
              
              -Depreciation
              
              537,546
              
              
              35,961Amortization
                  of intangible assets
              
              218,155
              
              
              175,682Stock-based
                  compensation
              
              63,125
              
              
              2,380,000Change
                  in fair value of derivative liabilities
              
              (6,439,429)
              
              
              1,895,025Non-cash
                  interest expense
              
              520,068
              
              
              -Amortization
                  of debt discounts, premiums and debt issue costs
              
              41,559
              
              
              216,666Modication
                  of warrant
              
              -
              
              
              164,331Changes
                  in operating assets and liabilities, net of operating assets acquired
                  and
                  liabilities assumed:Accounts
                  receivable
              
              144,171
              
              
              (45,949)Inventory
              
              35,663
              
              
              (76,217)Other
                  current assets
              
              82,784
              
              
              5,387Accounts
                  payable
              
              868,094
              
              
              43,370Accrued
                  expenses
              
              979,939
              
              
              (30,707)Deferred
                  revenue
              
              (276,932)
              
              
              (39,253)Deferred
                  cost of sales
              
              (246,430)
              
              
              -Net
                  cash used in operating activities
              
              (327,742)
              
              
              (1,656,345)**Cash
                flows from investing
                activities:**Purchases
                  of property and equipment
              
              (308,734)
              
              
              (31,974)Other
                  assets
              
              -
              
              
              (200,000)Net
                  cash used in investing activities
              
              (308,734)
              
              
              (231,974)**Cash
                flows from financing
                activities:**Net
                  proceeds from the issuance of notes payable
              
              -
              
              
              1,790,000Proceeds
                  from exercise of common stock warrants
              
              630,000
              
              
              20,000Net
                  payments on wholesale financing line of credit
              
              -
              
              
              128,290Principal
                  payments on capital lease obligations
              
              (12,581)
              
              
              (1,459)Net
                  cash provided by financing activities
              
              617,419
              
              
              1,936,831Net
                  increase (decrease) in cash and cash equivalents
              
              (19,057)
              
              
              48,512Cash
                and cash equivalents at beginning of
                period
              
              289,199
              
              
              640,299Cash
                and cash equivalents at end of
                period
              $
              270,142
              
              $
              688,811




See
      accompanying Notes to Consolidated Financial Statements.


F-3
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            of Contents


**OXFORD
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2007**


**(UNAUDITED)**





**1.**
            **Organization
                and Business**





*Organization*


Through
      a
      series of planned transactions during 2005, Creative Business Concepts, Inc.
      (“CBC”) and Oxford Media Corp. (“Oxford”) were reorganized as wholly-owned
      subsidiaries of Oxford Media, Inc. (“OMI”) formerly Becoming Art, Inc. (“BEAI”),
      which was, prior to the reorganization, a public shell company with no
      operations and no significant assets or liabilities. For accounting purposes,
      CBC was considered the acquirer of Oxford and OMI. In addition, OMI acquired
      IT
      Networks, Inc. (“IT Net”) on September 1, 2005, PDHK Services, Inc. (“PDHK”) on
      December 31, 2005 and SVI Hotel Corporation (“SVI”) effective July 1, 2006. The
      accompanying consolidated financial statements include the assets, liabilities,
      and operations of CBC for all periods presented, and the assets, liabilities
      and
      operations of Oxford, OMI, IT Net, PDHK and SVI since the dates of their
      acquisitions. Collectively the consolidated group is referred to herein as
      the
“Company.” On July 29, 2005, BEAI changed its name to Oxford Media,
      Inc.





*Business*


Through
      Oxford, the Company provides services to the hospitality industry. These
      services include the sale of video-on-demand (“VOD”) systems, delivery of the
      content which includes on-demand movies, television and the
      internet.





Effective
      July 1, 2006, OMI purchased all of the outstanding shares of SVI. SVI has the
      following products and services available for the hospitality
      industry:





§
            Instant
                Entertainment is an electronic delivery system that allows a guest
                to
                start a movie on-demand and pay for that movie by utilizing a credit
                card
                swiper connected to the room telephone or by cash at the front desk.
                The
                hotels/motels earn commissions based on the property's net collected
                movie
                revenues, excluding any applicable taxes and fees, multiplied by
                the
                commission percentage as stated in their individual
                contract.





§
            Super
                Video Cinema is a video player and tape-based system supplied to
                the
                hotel/motel, which then rents the equipment to their customers and
                remits
                gross proceeds, net of applicable taxes, fees and earned commissions,
                to
                the Company.





§
            DirecTV/DSS,
                a leading digital TV service in the residential market, is also available
                to hotels. As a licensed dealer of DirecTV, SVI can install digital
                quality programming by DirecTV on a per channel cost basis. DirecTV
                programming provides more choices and flexibility with access to
                great
                movies, sports, news, and family entertainment
                channels.





§
            Internet
                by SVI, an always-on high-speed Internet solution, is the hotel's
                first
                choice when it comes to an Internet amenity. SVI provides all the
                hardware
                and software necessary to allow hotel guests to plug into a wireless
                (or
                wired) network using their laptop computers. With Internet by SVI,
                the
                hotel receives installation and maintenance services by full-time
                SVI
                employees stationed throughout the
                U.S.





§
            Security
                by SVI, offers a full array of surveillance products, including
                high-resolution cameras, digital video recorders and the capability
                of
                remote viewing and management through a high-speed internet
                connection.





SVI
      has
      developed several strategic partnerships in an effort to provide additional
      revenue streams and value added products for the hospitality industry utilizing
      the Company's integrated support network.





CBC
      was
      sold in 2007. Through CBC, the Company provided consulting services to
      information technology (“IT”) clients regarding IT networking and security. In
      addition, CBC provides IT training services to clients. The




F-4
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consulting
      and training services are provided primarily to government and industry clients
      in Southern California. CBC also purchased, assembled, installed and sold IT
      networking hardware and related software and provides network maintenance
      services. During 2003, CBC began a telecommunications brokerage business, became
      an agent for competitive local exchange carriers and began brokering local
      telephone and data transfer services to its IT consulting clients.





**2.**
            **Basis
                of Presentation and Significant Accounting
                Policies**





*Basis
      of Presentation*


The
      consolidated financial statements of Oxford Media, Inc. are unaudited and have
      been prepared in accordance with accounting principles generally accepted in
      the
      United States of America for interim financial information, pursuant to the
      rules and regulations of the Securities and Exchange Commission. Notes to the
      financial statements which would substantially duplicate the disclosures
      contained in the audited financial statements for the most recent fiscal
      year 2006 as reported in the Form 10-KSB, have been omitted. The
      results of operations for the three months ended March 31, 2007 and 2006 are
      not
      necessarily indicative of the results to be expected for the full year. All
      accounts and intercompany transactions have been eliminated in consolidation.
      In
      the opinion of management, the consolidated financial statements include all
      adjustments, consisting of normal recurring accruals, necessary to present
      fairly the Company’s financial position, results of operations and cash flows.
      The results of operations for these interim periods are not necessarily
      indicative of results to be expected for the full year. These statements should
      be read in conjunction with the financial statements and related notes which
      are
      part of the Company’s Annual Report on Form 10-KSB for the year ended
      December 31, 2006.





The
      Company has identified certain significant accounting policies that it considers
      particularly important to the portrayal of its results of operations and
      financial position which may require the application of a higher level of
      judgment by the Company’s management and, as a result, are subject to an
      inherent level of uncertainty.





*Discontinued
      Operations*


Effective
      March 1, 2007, the Company sold certain assets and transferred certain
      liabilities related to its Creative Business Concepts, Inc. business unit.
      The
      Company began discussions and efforts to sell these assets in the fourth quarter
      of 2006. These assets met the requirements of the Financial Accounting Standards
      Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 144,
“Accounting for Impairment or Disposal of Long-Lived Assets” as being held for
      sale. Results of operations and cash flows were eliminated as a result of the
      sale and the Company will not have any involvement in the operations after
      the
      sale. In accordance with FAS 144, these results are presented on a historical
      basis as a separate line in the consolidated statements of operations labeled
      “Loss from Discontinued Operations”. The financial information included in these
      notes to the consolidated financial statements reflects only the results of
      continuing operations of the Company.





*Going
      Concern Consideration*


The
      accompanying consolidated financial statements have been prepared on a going
      concern basis, which contemplates the realization of assets and the settlement
      of liabilities in the normal course of business. The Company has incurred losses
      from operations and negative cash flows from operating activities since
      inception. As of March 31, 2007, the Company also had a working capital
      deficiency of $6,500,107. These factors raise substantial doubt about the
      Company's ability to continue as a going concern.





The
      Company merged Oxford into SVI effective July 1, 2006 and operates the combined
      VOD media company under the name of OxfordSVI, Inc. During the third quarter
      of
      2006, the Company developed a plan to integrate these operations to obtain
      profitable operations, which includes physically moving its VOD media business
      to the SVI facility in Peoria, IL. Additionally, management has implemented
      a
      cost reduction plan to reduce certain corporate overhead and redundant operating
      expenses, some of which may have a long-term adverse impact on the Company's
      ability to generate successful future business activities. The Company began
      its
      integration plan during the fourth quarter of 2006 and expects to be complete
      by
      the second quarter of 2007. Under its plans, management expects to generate
      positive operating cash flow during the fourth quarter of 2007. There is no
      assurance that management will achieve its plan. There is further no assurance
      that the proceeds from operating cash flows or future financings will be
      sufficient to obtain profitable operations.





The
      Company anticipates its current cash reserves, plus its expected generation
      of
      cash from existing operations,




F-5
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will
      only
      be sufficient to fund its anticipated operations through the second quarter
      of
      fiscal 2007. Consequently, the Company will need to raise additional debt and/or
      equity capital in order to finance its business plan and needs for working
      capital. The Company has engaged an investment banking firm to raise up to
      $15
      million in the form of equity, debt or a combination thereof.





The
      Company, if successful in raising additional funds, expects to use the proceeds
      to fund its ongoing operations, allowing for its future growth in the VOD
      business, further expansion of other business initiatives and servicing of
      its
      existing debt obligations. There is no assurance that the proceeds from future
      financings will be sufficient to obtain profitable operations.





Such
      financing(s), if available may increase the risk of the Company not being able
      to service its debt obligations, and/or cause dilution to existing equity
      holders. The accompanying consolidated financial statements do not include
      any
      adjustments to reflect the possible future effects on the recoverability and
      classification of assets and liabilities that might result from the outcome
      of
      this uncertainty.





*Net
      Income (Loss) per Common Share*


Basic
      net
      income (loss) per share is calculated by dividing net loss by the weighted
      average common shares outstanding during the period. Diluted net income (loss)
      per share reflects the potential dilution to basic EPS that could occur upon
      conversion or exercise of securities, options or other such items to common
      shares using the treasury stock method, based upon the weighted average fair
      value of our common shares during the period. For the three months ended March
      31, 2006, basic and diluted loss per share amounts are identical as the effect
      of potential common shares is antidilutive.





The
      following is a summary of outstanding securities which have been excluded from
      the calculation of diluted net income (loss) per share because the effect would
      have been antidilutive as of March 31:


**2007**
              
              **2006**Common
                  stock warrants
              
              10,135,000
              
              
              816,667Convertible
                  preferred stock – Series A
              
              -
              
              
              1,333,333Convertible
                  preferred stock – Series B
              
              -
              
              
              -Convertible
                  debt
              
              -
              
              
              982,000Common
                  stock options
              
              320,000
              
              
              320,00010,455,000
              
              
              3,452,000




*Pro-Forma
      Financial Information*


The
      following unaudited pro forma operating data gives effect to the acquisition
      of
      SVI which was acquired effective July 1, 2006 as if it had occurred on January
      1, 2006 through March 31, 2006 and excludes the results of CBC due to its
      presentation as discontinued operations. Pro forma financial information is
      not
      necessarily indicative of the results of operations that may have occurred
      had
      the acquisition of SVI occurred at the beginning of 2006.




Revenues
              $
              3,051,624Net
                  loss, before discontinued operations
              
              (7,002,015)Net
                  loss applicable to common stockholders
              
              (7,291,416)Basic
                  and diluted loss per common share, before discontinued
                  operations
              $
              (0.43)Basic
                  and diluted loss per common share, applicable to common
                  stockholders
              $
              (0.44)





*New
      Accounting Pronouncements*


In
      July
      2006, the Financial Accounting Standards Board “FASB” issued FASB Interpretation
      No. 48, “Accounting for Uncertainty in Income Taxes” ("FIN 48") which clarifies
      the accounting for uncertainty in income taxes recognized in the financial
      statements in accordance with FASB Statement No. 109, “Accounting for Income
      Taxes”. This pronouncement recommends a recognition threshold and measurement
      process for recording in the financial statements uncertain tax positions taken
      or expected to be taken in the our tax return. FIN 48 also provides




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guidance
      on de-recognition, classification, interest and penalties, accounting in interim
      periods and disclosure requirements for uncertain tax positions. The accounting
      provisions of FIN 48 became effective for us beginning January 1, 2007. The
      adoption of FIN 48 did not have an impact on our financial
      statements.





**3.**
            **Inventories**





Inventories
      at March 31, 2007, consist of finished parts.





**4.**
            **Accrued
                Expenses**





Accrued
      expenses consist of the following at March 31, 2007:




Wages
                  and benefits
              $
              745,746Service
                  credits
              
              400,000Accrued
                  interest
              
              320,142Dividends
              
              57,260Other
              
              471,783$
              1,994,931


**5.**
            **Debt**





Long-term
      debt consists of the following at March 31, 2007:


Senior
                  Notes
              $
              11,926,500SVI
                  Seller Notes
              
              2,450,000Other
              
              347,00014,723,500Less
                  current portion
              
              (4,287,813)Long-term
                  debt
              $
              10,435,688




*Senior
      Notes*


As
      of
      March 31, 2007, the Company has $11,926,500 face value, 12% senior secured
      promissory notes (“Senior Notes”) outstanding. The majority of the proceeds from
      the Senior Notes were used for the acquisition of SVI and operating purposes.
      The holders of the Senior Notes have a first priority lien on all of the
      Company's assets. The Company's obligations under the Senior Notes are
      guaranteed by each of its subsidiaries under executed Subsidiary Guarantee
      agreements. The Senior Notes require the Company to repay the principal amounts
      at a rate of 12.5% per quarter beginning March 1, 2008. Interest is payable
      based on a 360-day year at the stated rate every three months beginning December
      1, 2006. In the event the Company is in default of the Senior Notes, the default
      interest rate is 18% per annum, until such default has been cured. During the
      three months ended March 31, 2007, the Senior Notes were in default due to
      an
      untimely interest payment.  As of March 31, 2007, the default has been
      cured.





The
      Company accounted for Senior Notes and other included instruments under SFAS
      155
“Accounting for Certain Hybrid Financial Instruments an amendment of FASB
      Statements No. 133 and 140” and thus carries them at their respective fair value
      at each reporting period. At March 31, 2007, the Company determined the fair
      value of the Senior Notes to be $10,786,552, an increase of $146,829, from
      December 31, 2006. The Company recorded the change to interest expense during
      the three months ended March 31, 2007.





On
      February 28, 2007 and March 15, 2007, the Company issued 3,714,768 and 1,407,900
      shares of restricted common stock, respectively in satisfaction of $557,215
      of
      accrued interest on the Senior Notes. The closing market price of the Company's
      common stock was $0.29 per share while the agreed to conversion price was $0.15
      per share. As a result, the Company recorded additional interest expense during
      the first quarter of 2007 of approximately $520,068 for the difference between
      the closing market price and the conversion price.





*SVI
      Acquisition Notes*


On
      September 1, 2006, the Company issued $2,350,000 face value subordinated
      convertible notes to the selling




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shareholders
      of SVI (“SVI Notes”). The holders may convert their note into common stock at a
      conversion price of $1.75 per share. The notes have a stated interest rate
      equal
      to prime rate plus 1.5% (9.25% at March 31, 2007) as announced, published or
      referenced by Citibank N.A.  Interest is payable at the end of each
      calendar quarter beginning September 30, 2006. The notes are due and any accrued
      interest is due on or before July 15, 2008. At March 31, 2007, the notes are
      in
      default as the Company did not make the required interest payments. Under
      default provisions, the notes accrue interest at 6.5% plus the Citibank N.A.
      prime rate. In addition, the Company has included the notes as a current
      liability on the accompanying consolidated balance sheet. The Company determined
      the fair value of the subordinated convertible notes on the date of issuance
      was
      $2,682,000 due to the conversion feature which resulted in a premium on the
      notes which is being amortized over the term of the notes. As of March 31,
      2007,
      the balance remaining on the premium is $228,711.





In
      addition, the Company issued $100,000 of promissory notes to these selling
      shareholders and was due on or before January 31, 2007. These notes were not
      repaid by their due date and are currently in default. Under default provisions
      the promissory notes accrue interest at 15% per annum. The Company has
      classified these notes as a current liability on the accompanying consolidated
      balance sheet.





*Other
      Notes*


On
      May
      15, 2006, the Company issued $100,000 of face value short-term notes due upon
      the earlier of August 13, 2006, or the raising of $9.0 million in a qualifying
      financing event. The proceeds from the notes were used for operating purposes.
      The notes have a stated interest rate of 8%. As of March 31, 2007, the notes
      are
      in default and classified as a current liability on the accompanying
      consolidated balance sheet.





**6.**
            **Derivative
                Liabilities**





During
      the three months ended March 31, 2007, the Company recognized
      a gain on the fair value of our derivative liabilities was $6,439,429. The
      gain
      resulted from (1) the decrease in the Company’s stock price from December 31,
      2006 to March 31, 2007, (2) the exercise of the warrants underlying certain
      of
      the Company’s debt instruments and (3) the issuance of additional warrants that
      were determined to be derivative instruments (see Note 7).





**7.**
            **Common
                Stock**





*Modification,
        Exercise and Issuance of Warrants*
 On
        February 28, 2007, the Company modified the exercise price of 11,500,000
        common
        stock warrants from $0.50 to $0.10 per share to induce the holders to exercise
        their warrants. As of the date of the modification, the Company recorded
        a
        non-cash charge to gain on derivative liability, representing the difference
        between the fair value of the warrants immediately before and after the
        modification. During the first quarter of 2007, the Company received $630,000
        in
        proceeds from the exercise of 6,300,000 warrants. In addition, the holders
        of
        1,407,900 warrants elected exercise. In lieu of cash payment to the Company,
        accrued interest due in the amount of $140,790 was forgiven. The holders
        that
        elected to exercise their warrants were also issued additional warrants
        (“Replacement Warrants”) to purchase 6,300,000 shares of common stock at an
        exercise price of $0.50 per share.  At the time of exercise of the
        warrants, the underlying derivative liabilities were terminated, as such
        the
        fair value was reclassified to additional paid in capital in the amount of
        $1,857,894. Upon issuance of the Replacement Warrants, the Company evaluated
        the
        terms and features and determined the warrants did not meet all of the
        established criteria for equity classification provided in EITF 00-19. As
        such,
        the warrants have been classified as “Derivative Liabilities” in the
        consolidated balance sheet with a corresponding charge of $1,545,757 to “Change
        in the Fair Value of Derivative Liabilities” in the consolidated statement of
        operations. The fair value of the warrants was determined using the
        Black-Scholes model with the following assumptions:


Estimated
                fair value of underlying common stock
            $
            0.29Expected
                life (in years)
            
            5.0Risk-free
                interest rate
            
            4.52%Expected
                volatility
            
            115.2%Dividend
                yield
            
            0%




F-8
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*Issuance
      of common stock for accrued dividends on Series A and Series B convertible
      preferred stock*


On
      February 28, 2007, the Company issued 861,041 shares of restricted common stock
      for payment of dividends on its Series A and Series B Preferred stock for
      amounts accrued through February 28, 2007 totaling $258,312, a conversion rate
      of $0.30. The closing stock price of the Company’s common stock was $0.29 per
      share.





**8.**
            **Discontinued
                Operations**





Effective
      March 1, 2007, the Company completed the sale of all of substantially all of
      the
      assets of its wholly owned subsidiary, Creative Business Concepts, Inc. (“CBC”)
      to an unrelated and unrelated third party. The Company chose to dispose of
      CBC
      as it was not within the parameters of the Company's core business. The purchase
      price included aggregate cash payments to the Company of $457,219, the transfer
      $584,796 of accounts receivable to the buyer and the assumption of accounts
      payable by the buyer of $1,035,322, accrued liabilities of $100,332 and $45,000
      of transaction costs paid by the Company. The Company received in its escrow
      account of an initial cash payment of $272,219, with the balance of $140,000
      to
      be released from escrow ratably in bimonthly installments over 90 days from
      the
      date of sale based upon the collection of the CBC accounts receivable less
      the
      payment, if any, of CBC liabilities not assumed by the buyer. As of March 31,
      2007, the funds were in an escrow account. Accordingly, such amounts have been
      classified in the consolidated balance sheet as “Escrow Proceeds
      Receivable”.





As
      result
      of the sale, the Company recognized a gain from the sale totaling $1,181,830.
      Such amounts have been reported in the consolidated statement of operations
      under the caption of “Gain from Sale of Discontinued Operations”.





**The
      following is a condensed balance sheet of CBC as of March 31,
      2007:**


Current
                  assets
              $
              427,323Total
                  assets
              
              427,323Current
                  liabilities
              
              52,332Total
                  liabilities
              
              52,332Total
                  stockholders' deficit
              
              374,991Total
                  liabilities and stockholders' deficit
              $
              427,323





**The
      following are condensed statements of operations for the discontinued operations
      of CBC for the three months ended March 31:**




2007
              
              2006Revenues
              $
              801,579
              
              $
              583,352Net
                  loss from discontinued operations
              
              (28,077)
              
              
              (175,820)





**9.**
            **Subsequent
                Event**




On
      April
      25, 2007, certain holders of 2,000,000 warrants to purchase common stock
      exercised their warrants. The Company received $200,000 in cash proceeds and
      issued Replacement Warrants to purchase 2,000,000 shares of common stock at
      an
      exercise price of $0.50 per share. During the second quarter of 2007, the
      Company will record a non-cash charge to interest expense for the fair value
      of
      the warrants issued.


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**ITEM2.
      MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





This
      quarterly report on Form 10-QSB of Oxford Media, Inc. for the three months
      ended
      March 31, 2007 contains forward-looking statements, principally in this Section.
      Generally, you can identify these statements because they use words like
“anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” and similar
      terms. These statements reflect only our current expectations. Although we
      do
      not make forward-looking statements unless we believe we have a reasonable
      basis
      for doing so, we cannot guarantee their accuracy and actual results may differ
      materially from those we anticipated due to a number of uncertainties, many
      of
      which are unforeseen, including, among others, the risks we face as described
      in
      this filing. You should not place undue reliance on these forward-looking
      statements which apply only as of the date of this annual report. These
      forward-looking statements are within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and section 21E of the Securities Exchange
      Act of 1934, as amended, and are intended to be covered by the safe harbors
      created thereby. To the extent that such statements are not recitations of
      historical fact, such statements constitute forward-looking statements that,
      by
      definition, involve risks and uncertainties. In any forward-looking statement
      where we express an expectation or belief as to future results or events, such
      expectation or belief is expressed in good faith and believed to have a
      reasonable basis, but there can be no assurance that the statement of
      expectation of belief will be accomplished.





We
      believe it is important to communicate our expectations to our investors. There
      may be events in the future, however, that we are unable to predict accurately
      or over which we have no control. The cautionary language in this report,
      provide examples of risks, uncertainties and events that may cause our actual
      results to differ materially from the expectations we describe in our
      forward-looking statements. Factors that could cause actual results or events
      to
      differ materially from those anticipated, include, but are not limited to:
      our
      ability to successfully develop new products; the ability to obtain financing
      for product development; changes in product strategies; general economic,
      financial and business conditions; changes in and compliance with governmental
      healthcare and other regulations; changes in tax laws; and the availability
      of
      key management and other personnel.





This
      information should be read in conjunction with our unaudited consolidated
      condensed financial statements and the notes thereto included in this Quarterly
      Report and our audited consolidated financial statements and notes thereto
      and
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations contained in our Annual Report on Form 10-KSB for our year ended
      December 31, 2006.





**Our
      Business**





Our
      primary business is providing technology, content and support services for
      in-room entertainment and high-speed internet access to small and medium sized
      hospitality properties. We have developed a proprietary system comprised of
      hardware and software technology for the cost-effective delivery of
      Video-on-Demand (“VOD”), on a pay-per-view basis.





Our
      technology platform has three major components; proprietary software, video
      server and in-room equipment. We provide content that is rented in the hotel
      room on demand. We also maintain relationships with a variety of major content
      providers including: Hollywood studios, independent movie producers, and
      numerous sources for music and music videos. OxfordSVI is also a reseller of
      DIRECTV®, selling the hardware and receiving monthly recurring revenue from its
      free-to-guest (FTG) television services. We also provide customer support
      services using our integrated call center located in Peoria, IL and a field
      service organization located throughout the United States.





Over
      the
      next several months, we plan to grow our business through the growth of our
      customer base and sales of our eMOD systems using the benefits that come from
      our technology to save costs and to increase our revenues produced. Specifically
      this will result in increases in the number of hotels using our products and
      services, as well as increasing revenue produced per room.





We
      continue to integrate and grow our core hospitality business with the
      integration of Oxford’s operations in Irvine, CA with and into SVI’s operations
      in Peoria, IL which are now operating under the name OxfordSVI.





We
      have
      grown significantly over the preceding twelve months through acquisitions of
      related businesses (primarily SVI), and will continue to evaluate potential
      growth through such acquisitions. Our results of operations will be




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directly
      affected by any such new acquisitions as well as our ability to integrate the
      businesses of recent acquisitions with our existing operations. We are unable
      at
      this time to provide investors with assurances that any such acquisitions will
      be consummated or that, if consummated, we will be able to successfully
      integrate these businesses into our existing operations.





We
      expect
      to continue our integration plans of SVI by centralizing even more of our
      operations to our Peoria facility. We will keep a small office in California
      where the engineering, west coast sales, and CEO will reside while sending
      the
      balance of customer care and financial teams to Peoria. We anticipate that
      the
      net results of these changes will be reduced operating costs significantly
      over
      the coming year.





We
      intend
      to focus on the OxfordSVI hospitality service business over the coming year.
      Our
      strategy includes two major growth drivers; adding hotel properties and
      generating more revenue per room. We are well positioned for this growth
      starting with our base of over 2400 hotel properties that we deliver our VOD
      and/or HSIA services. Our important differentiation in the marketplace is a
      combination of our lower price points for the technology that enables the
      delivery of our VOD content well as our ability to deliver superior customer
      support services.





There
      are
      external factors which will help with our growth as well. In the near term,
      the
      biggest driver we see is the move to high definition (HD) content. During 2007,
      we will introduce our next generation product which will be scalable to
      properties with rooms ranging from 70 to well over 1000. Our technology makes
      it
      viable for hotels to deploy HD at their own pace, allowing upgrades to occur
      over time without compromise to their delivery of standard definition content.
      We believe we are the first company to take this approach and it should give
      us
      a real competitive advantage in the marketplace. Our ability to enable a
      reasoned and economic upgrade path for our client hotels is a further reflection
      of our commitment to attend to the needs of our hotel customers. With the merger
      of our two largest competitors in the market it opens up opportunities as we
      are
      now positioned to be the competitive alternative to the largest provider in
      the
      industry and we are getting involved in proposals with larger hotel chains
      and
      higher end properties than we have in years past. These properties also yield
      higher revenue per room rates than our current installed base.





Our
      sales
      strategy is to leverage our in-house sales team to up-sell our current installed
      base and find deals on a direct bases while also working an authorized dealer
      channel that delivers non competitive technologies to a similar market
      demographic. Our hybrid model focuses direct efforts on management companies
      and
      brands, and leveraging the dealer channel where appropriate to capitalize on
      there relationships, marketing and ability to cover geographies where we do
      not
      have a direct presence. This sales strategy provides us greater exposure to
      new
      potential customers.





Another
      significant opportunity in the short term is gaining more revenue per room
      from
      our installed base. This will be achieved by a three pronged approach; upgrading
      technology, providing more compelling content and the introduction of
      advertising revenue.





The
      greater storage capacity of digital systems allows us to offer a broader
      selection of content that’s appealing to a wider audience of hotel guests which
      is expected drive additional revenue per room.





The
      other
      new source of revenue the Company expects to have is advertising. The Company
      plans to add a TV guide channel on the system with save available for
      advertising which would be shared between the hotel property and
      us.





Effective
      March 1, 2007, we sold certain assets and transferred certain liabilities
      related to our CBC business unit to an unrelated third party. The purchase
      price
      included aggregate cash payments to us of $457,219, the transfer $584,796 of
      accounts receivable to the buyer and the assumption of accounts payable by
      the
      buyer of $1,035,322, accrued liabilities of $100,332 and $45,000 of
      transaction costs paid by us. The Company also paid $45,000 in fees to a broker
      for the transaction. In accordance with current accounting regulations, the
      financial information for the three months ended March 31, 2007 and 2006 are
      presented as discontinued operations.




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**Critical
        Accounting Policies**
 
 *Estimates*





*Revenue
      Recognition*


We
      generate our revenues from the sale of products and services and recognize
      revenue when the following fundamental criteria are met:




·
            persuasive
                evidence that an arrangement
                exists;




·
            the
                products and services have been delivered;·
            selling
              prices are fixed and determinable and not subject to refund or adjustment;
              and




·
            collection
                of amounts due is reasonably
                assured.





Delivery
      occurs when goods are shipped and title and risk of loss transfer to the
      customer, in accordance with the terms specified in the arrangement with the
      customer. Revenue recognition is deferred in all instances where the earnings
      process is incomplete. We provide for sales returns and allowances in the same
      period as the related revenues are recognized. We base these estimates on our
      historical experience or the specific identification of an event necessitating
      a
      reserve. To the extent actual sales returns differ from our estimates; our
      future results of operations may be affected. Should changes in conditions
      cause
      management to determine that these criteria are not met for certain future
      transactions, revenue recognized for any reporting period could be adversely
      affected.





We
      derive
      revenues from the following sources:





*Guest
      Pay Services*


Revenues
      from in-room video-on-demand (“VOD”) are generated when a hotel guest purchases
      the content we provide upon the viewing of the content by the guest. We track
      the usage of such services through our VOD billing system. The pricing of these
      transactions is established through individual contracts with each hotel.
      Refunds are reflected net of revenue recognized. We accounts for these revenue
      on a gross basis in accordance with EITF 99-19, “Reporting Revenue Gross as a
      Principal versus Net as an Agent”. We are responsible for the delivery of the
      content, possess royalty-based licenses with our content providers and bear
      the
      credit risk of collecting payment from the customer as we are ultimately
      responsible for the delivery of the content.





*Free-to-Guest
      Services*


Free-to-guest
      services include revenues generated from the sale of equipment (rack-mounted
      satellite receivers, one per channel) allowing a hotel to receive DirecTV
      programming for its guests. We record revenue from the sale of the receivers
      in
      the period in which such equipment is installed. The hotelier contracts directly
      with DirecTV for the related programming services. We receive commissions from
      DirecTV related to such programming services and recognize revenue in the period
      in which such commission payments are received.





*High-speed
      Internet Access (HISA)*


High-speed
      internet access is provided through the sale and installation of equipment
      and
      is recognized upon




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installation.
      The equipment has stand-alone value to the customer. The software used within
      these systems is non-proprietary and can be supplied by other vendors unrelated
      to us.





We
      also
      provide ongoing maintenance, service and call center support services to hotel
      properties that have high-speed internet access regardless of whether we
      provided the equipment or internet access. We record revenues ratably over
      the
      term of the service contract for the services we provide.





*Sales
      of VOD Systems*


In
      addition to providing VOD content, we sell VOD systems to the hospitality
      industry through our sales force and a network of dealers. At the time of sale,
      we generally require the hotelier to enter into a content agreement whereby
      training, customer support and loading of content is provided. Currently, due
      to
      the limited sales history of selling the systems, we have not obtained vendor
      specific objective evidence to segregate the VOD server, software, and related
      upgrades, and customer service elements. Accordingly, revenues from the sale
      of
      the VOD systems are recognized ratably over the period of the content agreement,
      which is generally five years. As additional VOD systems are sold, we will
      analyze our sales and content trends to determine whether vendor specific
      objective evidence on each element sold is independent of one another. If it
      is
      determine that elements are sold on a stand-alone basis, we may recognize the
      sale of the VOD system upon shipment.





The
      cost
      of the VOD system is being deferred and amortized to cost of sales over the
      respective service periods.





*Accounting
      for Embedded Conversion Features and Warrants Issued with Preferred Stock and
      Debt Instruments*


We
      accounted for embedded conversion features (ECF) and warrants issued with
      preferred stock and debt instruments in accordance with the guidance in
      paragraph 12 of SFAS No. 133, “Accounting for Derivative Instruments and Hedging
      Activities,” which requires the evaluation of an ECF from the respective
      instrument and separate accounting if the equity instrument(s) meet met certain
      criteria. The ECFs and warrants we issued with each of our Series A preferred
      stock, Series B preferred stock and $11.5 million in senior notes met all three
      criteria of paragraph 12 which requires bifurcation from the host instrument.
      These criteria include: (1) the conversion feature is not clearly and closely
      related to the host component, (2) the convertible instrument is not accounted
      for at fair value, and (3) the embedded conversion option meets the definition
      of a derivative in paragraph 6 of SFAS No. 133.





To
      assess
      whether or not the ECF would be classified as stockholders' equity if it were
      freestanding, management considered the guidance in EITF 00-19“Accounting for
      Derivative Financial Instruments Indexed to, and Potentially Settled in, a
      Company's Own Stock.” In assessing whether or not the conversion option would be
      classified as equity or a liability if it were freestanding, management
      determined whether or not the series A convertible preferred stock is considered
      “conventional.” EITF 00-19 and EITF 05-2, “The Meaning of Conventional
      Convertible Debt Instruments in issue No. 00-19,” defines conventional
      convertible debt as debt whereby the holder will, at the issuer's option,
      receive a fixed amount of shares or the equivalent amount of cash as proceeds
      when he exercises the conversion option. We determined that our Series A
      convertible preferred stock was not “conventional,” and we considered all
      aspects of EITF 00-19, paragraphs 12-33.





The
      accounting treatment of derivative financial instruments requires that we record
      the ECF and warrants at their fair values as of each reporting date. Any change
      in fair value is recorded as non-operating, non-cash income or expense at each
      reporting date. The derivatives were valued using the Black-Scholes option
      pricing model.





*Equity
      Instruments Issued with Registration Rights Agreement*


We
      account for these penalties as contingent liabilities, applying the accounting
      guidance of SFAS No. 5, “Accounting for Contingencies”. This accounting is
      consistent with views established by the Emerging Issues Task Force (EITF)
      in
      its consensus set forth in EITF 05-04 (view C) and FASB Staff Positions FSP
      EITF
      00-19-2 “Accounting for Registration Payment Arrangements”, which was issued
      December 21, 2006. Accordingly, we recognize the damages when it becomes
      probable that they will be incurred and amounts are reasonably estimable. We
      concluded the registration rights did not represent a liability at this
      time.





**Results
      of Operation**





*Revenues*


Revenues
      generated from services consist primarily of video-on-demand (“VOD”)
      pay-per-view content, free-to-




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guest
      residuals, as well as call center and field support services of all our
      products. Revenues generated from product sales consists of equipment sales
      of
      all our products, primarily eModTM VOD, free-to-guest and high-speed internet
      access (“HSIA”) components.





Revenues
      for the first quarter of 2007 were $3,297,630 compared to $32,959 for the
      comparable period in 2006. The increase resulted from the inclusion of revenues
      generated by SVI and revenues from shipment and/or installation of our eMod
      systems.





During
      the first quarter of 2007, we generated service revenues of $2,716,412. During
      this period, revenues from Instant Entertainment, VOD content was $2,115,714
      representing average revenue per room per month (“RPR”) of $4.63. For
      comparative purposes, during the fourth quarter of 2006 revenues from VOD
      content and our RPR was $2,207,768 and $4.78, respectively. During the first
      quarter of 2007, we generated $258,831 of our revenues from HSIA installation
      and support services.





*Gross
      Profit*


Gross
      profit for the first quarter of 2007 was $2,372,195 compared to a gross loss
      of
      $565 for the comparable period in 2006. Our gross margin for the first quarter
      of 2007 was primarily driven by the VOD content and to a lesser extent from
      the
      sale of products.





*Selling,
      General and Administrative*


Selling,
      general and administrative expenses for the first quarter of 2007 were
      $4,273,134 compared to $3,701,766 for the comparable period of 2006. Included
      in
      these expenses for the first quarter of 2006 is $2,000,000 of stock-based
      compensation for employment contracts entered into with certain of our
      employees.





The
      increase in these expenses, excluding stock-based compensation, comprise of
      the
      inclusion of costs to operate our SVI subsidiary acquired during the third
      quarter of 2006 and increased professional fees including legal and accounting
      services.





*Interest
      Expense*


Interest
      expense during the first quarter of 2007 includes amounts outstanding under
      our
      Senior Notes, SVI Acquisition and other outstanding notes. We also incurred
      non-cash interest expense relating to the issuance of 3,714,768 shares of
      restricted common stock on February 28, 2007 in satisfaction unpaid accrued
      interest on the Senior Notes through February 28, 2007. The fair value of the
      shares of stock issued exceeded the amount of accrued interest, resulting in
      additional interest expense (non-cash) totaling $520,068.





For
      the
      first quarter of 2007 interest expense was $1,147,661 compared to $431,980
      for
      the comparable period in 2006. Interest expense for the first quarter of 2007
      and 2006 include $41,559 and $216,666, respectively of non-cash accretion and
      amortization of debt discounts.





*Amortization
      of Intangible Assets*


Amortization
      of intangible includes software technology, customer relationships and a trade
      name from business combinations we completed.





For
      the
      first quarter of 2007 and 2006 amortization expense related to our intangible
      assets was $218,155 and $175,682, respectively.





*Other
      Income*


Other
      income for the first quarter of 2007 was $63 as compared to $197 for the
      comparable period.





*Change
      in Fair Value of Derivative Liabilities*


During
      2005, we issued Series A convertible preferred stock (“Series A Preferred”) and
      in 2006, issued Series B convertible preferred stock (“Series B Preferred”) and
      certain debt instruments which contained embedded conversion features and
      warrants which were deemed to be derivative instruments, requiring bifurcation
      from the respective host instrument. The changes in the fair value are recorded
      in each reporting period.





We
      recognized a gain on the fair value of our derivative liabilities was $6,439,429
      during the first quarter of 2007 as




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compared
      to a loss of $1,895,025 for the first quarter of 2006.





The
      gain
      during the first quarter of 2007 resulted from (1) the decrease in our stock
      price from December 31, 2006 to March 31, 2007, (2) the exercise of the warrants
      underlying our debt instruments and (3) the issuance of additional warrants
      that
      were determined to be derivative instruments. The decrease in our stock price
      resulted in gains of $6,439,429.





*Discontinued
      Operations*


Loss
      from
      discontinued operations include of the results of operations of our CBC business
      unit which was sold on March 1, 2007.





For
      the
      first quarter of 2007 and 2006 we incurred losses from discontinued operations
      of $28,077 and $175,820, respectively. The decrease in the net loss resulted
      from lower gross profit, offset by lower selling, general and administrative
      costs.





*Gain
      on Sale of Discontinued Operations, Net of Tax*


During
      the three month ended, we recorded a gain from the sale of our CBC business
      unit.





*Preferred
      Stock Dividends*


Preferred
      stock dividends consist of 8% annual dividends on our Series A and Series B
      convertible preferred stock.





During
      the first quarter of 2007 and 2006 dividends totaled $157,140 and $80,000,
      respectively. The increase in dividends in 2007 resulted from inclusion of
      amounts due under our Series B convertible preferred stock which was issued
      August 3, 2006 through the conversion of previously issued and outstanding
      common stock.





**Liquidity
      and Capital Resources**





The
      accompanying consolidated financial statements have been prepared on a
      going-concern basis, which contemplates the realization of assets and
      satisfaction of liabilities and other commitments in the normal course of
      business. The report of our independent registered public accounting firm on
      the
      consolidated financial statements for the year ended December 31, 2006 contains
      an explanatory paragraph expressing substantial doubt about our ability to
      continue as a going concern as a result of recurring losses, a working capital
      deficiency, and negative cash flows. The consolidated financial statements
      do
      not include any adjustments relating to the recoverability and classification
      of
      recorded asset amounts or the amounts and classification of liabilities that
      would be necessary if we are unable to continue as a going concern.





At
      March
      31, 2007, our cash balance was $270,142 and we had negative working capital
      of
      $6,500,107. Current liabilities at that date consisted primarily of accounts
      payable, accrued expenses, deferred revenue and the current portion of our
      long-term debt. As of March 31, 2007, we had $14,723,500 in debt
      obligations outstanding of which $2,450,000 are in default for non-payment
      of
      accrued interest by the due date.





*Operating
      Activities*


Cash
      used
      in operating activities was $327,742 for the three months of 2007 compared
      to
      cash used of $1,656,345 for the same period in 2006. Operating cash flows for
      the three months of 2007 reflect our net income of $4,325,775 which includes
      non-cash amounts, non-cash expenses and changes in working capital requirements.
      Included in our net income for the first quarter of 2007 are non-cash income
      items relating to the net change in the fair value of our derivative liabilities
      and the gain on the sale of our CBC business unit, partially offset by non-cash
      expenses (depreciation, amortization of intangible assets, stock-based
      compensation and interest) of $1,747,376.





Operating
      cash flows for the first three months of 2006 reflect operating losses of
      $6,380,641, partially offset by non-cash expenses of $4,867,665 including
      $2,380,000 of stock-based compensation and $1,895,025 for the change in the
      fair
      value of derivative liabilities.





*Investing
      Activities*


Cash
      used
      in investing activities was $308,734 for the first three months of fiscal 2007
      compared to $231,974 for the comparable period of fiscal 2006. During the first
      quarter of fiscal 2007, our capital expenditures were primarily




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comprised
      of purchases of video-on demand equipment.





*Financing
      Activities*


Cash
      generated by financing activities was $617,419 for the first three months of
      2007 compared to $1,936,831 for the comparable period of fiscal 2006. During
      the
      fiscal 2007, we made a contractual principal payment of $150,000 on our term
      loan. During 2006, we issued $300,000 of promissory notes that were subsequently
      converted into common stock on September 20, 2006.





**Off
      Balance Sheet Arrangements**





We
      have
      no known off balance sheet arrangements.





**Item3.     Controls
      and Procedures**




We
      have
      reviewed the effectiveness of the design and operation of our disclosure
      controls and procedures and our internal controls over financial reporting
      during the year ended December 31, 2006 that have materially affected or are
      reasonably likely to materially affect such controls. Our certifying officers
      have disclosed, based on our most recent evaluation of the internal control
      over
      financial reporting, to the small business issuer’s auditors and the audit
      committee of small business issuer’s board of directors (or persons performing
      the equivalent functions) all significant material weaknesses in the design
      or
      operation of internal control over financial reporting which are reasonably
      likely to adversely affect the small business issuer’s ability to record,
      process, summarize and report financial information. Disclosure controls and
      procedures are controls and other procedures that are designed to ensure that
      information required to be disclosed in our reports filed or submitted under
      the
      Exchange Act are recorded, processed, summarized and reported, within the time
      periods specified in the SEC's rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed in our reports filed under
      the
      Exchange Act is accumulated and communicated to management, including our Chief
      Executive Officer and Interim Chief Financial Officer, to allow timely decisions
      regarding required disclosure.


In
        connection with its audit of the our consolidated financial statements for
        the
        year ended December 31, 2006, McKennon, Wilson & Morgan LLP, our
        independent accountants, advised management of certain significant internal
        control deficiencies that they considered to be, in the aggregate, a material
        weakness, including, inadequate staffing and supervision; substantiation
        and
        evaluation of certain general ledger account balances including the lack
        of
        reconciliations and improper cut-offs; lack of procedures and/or expertise
        needed to prepare all required financial disclosures; and evidence that
        employees lack the qualifications and training to fulfill their assigned
        functions. McKennon, Wilson & Morgan LLP indicated that they considered
        these deficiencies to be a material weakness as that term is defined under
        standards established by the American Institute of Certified Public Accountants.
        A material weakness is a significant deficiency in one or more of the internal
        control components that alone or in the aggregate precludes our internal
        control
        from reducing to an appropriately low level the risk that material misstatements
        in our financial statements will not be prevented or detected on a timely
        basis.
        We considered these matters in connection with the year-end closing of accounts
        and preparation of financial statements as and for the year ended December
        31,
        2006 and determined that no prior period financial statements were materially
        affected by such matters.
 
 We
        are
        currently in process of remediating the observations by McKennon Wilson &
Morgan LLP. We are currently completing the integration of the accounting
        functions and responsibilities incurred from the merger of nine companies
        within
        the last two years, including the reverse merger into a public company. Through
        the acquisition of SVI Hotel Corporation, we obtained an accounting department.
        In February 2007, we retained Brian Weiss, a principle with BSW &
Associates, as our Interim Chief Financial Officer. Mr. Weiss has the requisite
        financial and accounting background to assist us with addressing our material
        weaknesses. Currently he is working with our staff to address and remediate
        our
        deficiencies. We plan to implement additional policies, procedures, and controls
        to address these issues. We believe the results will addresses each of the
        matters raised by McKennon, Wilson & Morgan LLP.
  Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within the Company have been detected. These inherent limitations
      include the realities that judgments in decision-making can be faulty, and
      that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.


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**PART
      II - OTHER INFORMATION**





**Item1.     Legal
      Proceedings**





We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to us or have a
      material interest adverse to us.





**Item2.     Unregistered
      Sales of Equity
      Securities and Use of Proceeds**





The
      following is a list of equity securities that we issued during the reporting
      period that were not registered under the Securities Act:





1.  On
      February 28, 2007, we issued 4,800,000 shares of common stock in the exercise
      of
      the $.10 per share warrants held by Palisades Master Fund, LP, one of our Senior
      Lenders. This issuance was exempt from registration under Section 4(2) of the
      Securities Act of 1933.





2.  On
      February 28, 2007, we issued 1,000,000 shares of common stock in the exercise
      of
      the $.10 per share warrants held by Camofi Master LDC, one of our Senior
      Lenders. This issuance was exempt from registration under Section 4(2) of the
      Securities Act of 1933.





3.  On
      February 28, 2007, we issued 500,000 shares of common stock in the exercise
      of
      the $.10 per share warrants held by Crescent International, Ltd., one of our
      Senior Lenders. This issuance was exempt from registration under Section 4(2)
      of
      the Securities Act of 1933.





4.  On
      February 28, 2007, we issued 2,208,356 shares of our common stock to Palisades
      Master Fund, LP, one of our senior lenders, as payment for interest due on
      the
      note held by it. This issuance was exempt from registration under Section 4(2)
      of the Securities Act of 1933.





5.  On
      February 28, 2007, we issued 438,356 shares of our common stock to Palisades
      Master Fund, LP, one of our senior lenders, as payment for dividends due on
      the
      Series A Preferred Stock held by it. This issuance was exempt from registration
      under Section 4(2) of the Securities Act of 1933.





6.  On
      February 28, 2007, we issued 129,623 shares of our common stock to Palisades
      Master Fund, LP, one of our senior lenders, as payment for dividends due on
      the
      Series B Preferred Stock held by it. This issuance was exempt from registration
      under Section 4(2) of the Securities Act of 1933.





7.  On
      February 28, 2007, we issued 607,123 shares of our common stock to Midsummer
      Investment Ltd., one of our senior lenders, as payment for interest due on
      the
      note held by it. This issuance was exempt from registration under Section 4(2)
      of the Securities Act of 1933.





8.  On
      February 28, 2007, we issued 293,062 shares of our common stock to Midsummer
      Investment Ltd., one of our senior lenders, as payment for dividends due on
      the
      Series B Preferred Stock held by it. This issuance was exempt from registration
      under Section 4(2) of the Securities Act of 1933.





9.  On
      February 28, 2007, we issued 408,767 shares of our common stock to Camofi Master
      LDC, one of our senior lenders, as payment for interest due on the note held
      by
      it. This issuance was exempt from registration under Section 4(2) of the
      Securities Act of 1933.





10.  On
      February 28, 2007, we issued 204,384 shares of our common stock to Crescent
      International, Ltd., one of our senior lenders, as payment for interest due
      on
      the note held by it. This issuance was exempt from registration under Section
      4(2) of the Securities Act of 1933.





11.  On
      February 28, 2007, we issued 204,384 shares of our common stock to Plus Four
      Equities, L.P., one of




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our
      senior lenders, as payment for interest due on the note held by it. This
      issuance was exempt from registration under Section 4(2) of the Securities
      Act
      of 1933.





12.  On
      February 28, 2007, we issued 40,877 shares of our common stock to Lew Jaffe,
      one
      of our senior lenders and our Chief Executive Officer and a member of our Board
      of Directors, as payment for interest due on the note held by him. This issuance
      was exempt from registration under Section 4(2) of the Securities Act of
      1933.





13.  On
      February 28, 2007, we issued 40,877 shares of our common stock to David L.
      Parker, one of our senior lenders and the Vice Chairman of our Board of
      Directors, as payment for interest due on the note held by him. This issuance
      was exempt from registration under Section 4(2) of the Securities Act of
      1933.





14.  On
      March
      15, 2007, we issued 1,407,900 shares of our common stock in the exercise of
      the
      $.10 per share warrants held by Longview Fund, LP, one of our Senior Lenders.
      The warrant was exercised, and the shares acquired, with the interest due and
      owing to Longview Fund, L.P. under the note held by it. This issuance was exempt
      from registration under Section 4(2) of the Securities Act of 1933.





15.  On
      March
      27, 2007, we issued to Palisades Master Fund, LP, one of our Senior Lenders,
      warrants to acquire 4,800,000 shares of our common stock at $.50 per share
      no
      later than five years after the issuance of the warrant. This issuance was
      exempt from registration under Section 4(2) of the Securities Act of
      1933.





16.  On
      March
      27, 2007, we issued to Longview Fund, L.P., one of our Senior Lenders, warrants
      to acquire 1,407,900 shares of our common stock at $.50 per share no later
      than
      five years after the issuance of the warrant. This issuance was exempt from
      registration under Section 4(2) of the Securities Act of 1933.





17.  On
      March
      27, 2007, we issued to Camofi Master LDC, one of our Senior Lenders, warrants
      to
      acquire 1,000,000 shares of our common stock at $.50 per share no later than
      five years after the issuance of the warrant. This issuance was exempt from
      registration under Section 4(2) of the Securities Act of 1933.





18.  On
      March
      27, 2007, we issued to Crescent International, Ltd., one of our Senior Lenders,
      warrants to acquire 500,000 shares of our common stock at $.50 per share no
      later than five years after the issuance of the warrant. This issuance was
      exempt from registration under Section 4(2) of the Securities Act of
      1933.





None
      of
      the sales of securities described above have been registered with the Securities
      and Exchange Commission because they are believed to be exempt from registration
      under the Securities Act of 1933 pursuant to Regulation D, Rule 506, promulgated
      there under or generally section 4(2) of the Act. Each purchaser represented
      his, her or its intention to acquire the securities for investment only and
      not
      with a view toward distribution. Each investor was given adequate information
      about us to make an informed investment decision. We did not engage in any
      general solicitation or advertising.





The
      following is a list of equity securities that we issued since March 31, 2007
      that were not registered under the Securities Act.





1.  On
      April
      25, 2007, we issued 2,000,000 shares of common stock in the exercise of the
      $.10
      per share warrants held by Midsummer Investment Ltd., one of our Senior Lenders.
      This issuance was exempt from registration under Section 4(2) of the Securities
      Act of 1933.





2.  On
      April
      25, 2007, we issued to Midsummer Investment Ltd., one of our Senior Lenders,
      warrants to acquire 2,000,000 shares of our common stock at $.50 per share
      no
      later than five years after the issuance of the warrant. This issuance was
      exempt from registration under Section 4(2) of the Securities Act of
      1933.





None
      of
      the sales of securities described above have been registered with the Securities
      and Exchange Commission because they are believed to be exempt from registration
      under the Securities Act of 1933 pursuant to Regulation D, Rule 506, promulgated
      there under or generally section 4(2) of the Act. Each purchaser represented
      his, her or its intention to acquire the securities for investment only and
      not
      with a view toward distribution. Each investor was given adequate information
      about us to make an informed investment decision. We did not engage in any
      general solicitation or advertising.





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**Item3.     Defaults
      upon Senior
      Securities**





As
      of the
      close of the reporting period the Company had not received any notice of default
      under the Senior Notes. Since the end of the reporting period the Company is
      aware that it has not made payment of the interest due on those Senior Notes
      as
      of March 01, 2007. Since the end of the reporting period no notice of default
      has been received by the Company from any of the holders of the Senior
      Notes.





As
      of the
      close of the reporting period the Company was aware that it had certain
      registration requirements with regard to its common stock underlying its shares
      of Series A and Series B Preferred Stock. The Company believes it is not in
      default of any of those provisions. At the end of the reporting period, and
      since the end of the reporting period, the Company had not received any notice
      of default in regard to its registration obligations related to its Series
      A and
      Series B Preferred Stock.





As
      of the
      close of the reporting period the Company was remained in default under the
      SVI
      Notes. The Company continues to reasonably believe that it has valid offsets
      to
      the amounts due under the SVI Notes and that the amounts of these offsets will
      exceed the amount currently due under the SVI Notes.





**Item4.     Submission
      of Matters to a Vote
      of Security Holders**





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the quarterly period ended March
      31, 2007.





**Item5.     Other
      Information**





None





**Item6.      Exhibits**





**Exhibit****Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002





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**SIGNATURES**





In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





**Oxford
                Media, Inc.**Date:
            May
                21, 2007By:       /s/
                Lewis Jaffe
              Lewis
                Jaffe
              Title:**Chief
                Executive Officer and
                Director**