UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        DC 20549
 
 **FORM
        10-QSB**
 
 [ 
                ]
              Quarterly
                  Report pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934
 
 For
        the
        quarterly period ended ____________
 
 [X]
              Transition
                  Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                  1934
 
 For
        the
        transition period **May
        31, 2005** to  **June
        30, 2005**
 
 Commission
        File Number: **000-51125**
 
 **OXFORD
        MEDIA, INC.**
 **(FORMERLY
        BECOMING ART 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, California 92618**(Address
                  of principal executive offices)
 
 **(949)
                  341-0050**(Issuer’s
                  telephone number)**Becoming
                    867 West 8th****Avenue, Vancouver, British Columbia, Canada V5Z 1E3; 30
                    November**(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
 
 State
        the
        number of shares outstanding of each of the issuer’s classes of common stock, as
        of the latest practicable date: 15 ,177,886 common
        shares as of October 1, 2005.
 
 Transitional
        Small Business Disclosure Format (check one): Yes [X] No [ ]
 
 
 
 
 
 TABLE
        OF
        CONTENTS
 
 PagePART
                  I - FINANCIAL INFORMATIONItem
                  1:
              Financial
                  Statements
              3Item
                  2:
              Plan
                  of Operation
              16Item
                  3:
              Controls
                  and Procedures
              19PART
                  II - OTHER INFORMATIONItem
                  1:
              Legal
                  Proceedings
              21Item
                  2:
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              21Item
                  3:
              Defaults
                  Upon Senior Securities
              21Item
                  4:
              Submission
                  of Matters to a Vote of Security Holders
              22Item
                  5:
              Other
                  Information
              22Item
                  6:
              Exhibits
              22
 
 
 
 
 
 
  2
 
 **PART
        I - FINANCIAL INFORMATION**
 
 **Item
        1.**  **Financial
        Statements**
 
 **OXFORD
        MEDIA, INC. AND SUBSIDIARIES**
 **INDEX
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 **Page**Unaudited Condensed Consolidated
                  Balance Sheets - June 30, 2005 and December 31, 2005
              4Unaudited
                  Condensed Consolidated Statements of Operations for the three and
                  six
                  months
              5ended
                  June 30, 2005 and 2004Unaudited
                  Condensed Consolidated Statements of Shareholders Deficiency for
                  the
              6six
                  months ended June 30, 2005Unaudited
                  Condensed Consolidated Statements of Cash Flows for the six
                  months
              7ended
                  June 30, 2005 and 2004Notes
                  to Unaudited Condensed Consolidated Financial Statements
              8
 
 
 
 
 
 
 
 3
 
 **OXFORD
        MEDIA, INC. AND SUBSIDIARIES**
 **UNAUDITED
        CONDENSED CONSOLIDATED BALANCE SHEETS**
 
 **June
                  30,**
              
              **December
                  31,****2005**
              
              **2004****ASSETS****Current
                  Assets**Cash
              
              $
              6,954
              
              $
              111,115Trade
                  accounts receivable
              
              
              472,827
              
              
              695,107Inventory
              
              
              95,615
              
              
              -Prepaid
                  expenses
              
              
              26,090
              
              
              10,000Receivable
                  from employees and others
              
              
              32,127
              
              
              17,254**Total
                  Current Assets**
              
              
              633,613
              
              
              833,476**Property
                  and Equipment,**net
                  of accumulated depreciation of $278,005 and $212,070
              
              
              272,925
              
              
              195,682**Software
                  Technology**
              
              
              1,596,640
              
              
              -**Deposits**
              
              
              55,540
              
              
              49,070**Total
                  Assets**
              
              $
              2,558,718
              
              $
              1,078,228**LIABILITIES
                  AND STOCKHOLDERS' DEFICIENCY****Current
                  Liabilities**Accounts
                  payable
              
              $
              546,995
              
              $
              299,871Accrued
                  liabilities
              
              
              287,963
              
              
              103,829Accrued
                  interest payable to related parties
              
              
              244,901
              
              
              195,113Deferred
                  revenue
              
              
              301,078
              
              
              290,053Current
                  portion of capital lease obligation
              
              
              15,192
              
              
              15,200Wholesale
                  financing line of credit
              
              
              165,365
              
              
              259,272Notes
                  payable
              
              
              328,516
              
              
              -Notes
                  payable to related parties - current
              
              
              115,000
              
              
              -**Total
                  Current Liabilities**
              
              
              2,005,010
              
              
              1,163,338**Long-Term
                  Liabilities**Convertible
                  notes payable to related parties
              
              
              1,470,000
              
              
              1,470,000Capital
                  lease obligation, net of current portion
              
              
              16,766
              
              
              9,422**Total
                  Long-Term Liabilities**
              
              
              1,486,766
              
              
              1,479,422**Stockholders'
                  Deficiency**Preferred stock - $0.001
                par
                value per share; 1,000,000 shares authorized; noshares
                  outstanding
              
              
              **-**
              
              
              -Common stock - $0.001
                par value;
                100,000,000 shares authorized; 13,742,886 and 5,125,000shares
                  issued and outstanding
              
              
              13,743
              
              
              5,125Additional
                  paid-in capital
              
              
              1,453,618
              
              
              269,876Accumulated
                  deficiency
              
              
              (2,400,419
              )
              
              (1,839,533
              )**Total
                  Stockholders' Deficiency**
              
              
              (933,058
              )
              
              (1,564,532
              )**Total
                  Liabilities and Stockholders' Deficiency**
              
              $
              2,558,718
              
              $
              1,078,228
 
 
 
 
 
 The
              accompanying notes are an integral part of these condensed consolidated
              financial statements.
 4
 
 **OXFORD
        MEDIA, INC. AND SUBSIDIARIES**
 **UNAUDITED
        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**
 
 **For
                  the Three Months Ended**
              
              **For
                  the Six Months Ended****June
                  30,**
              
              **June
                  30,****2005**
              
              **2004**
              
              **2005**
              
              **2004****Revenue**Services
                  provided
              
              $
              623,177
              
              $
              499,378
              
              $
              1,010,356
              
              $
              1,039,976Products
                  sold
              
              
              373,235
              
              
              905,344
              
              
              1,018,883
              
              
              1,494,330**Total
                  Revenue**
              
              
              996,412
              
              
              1,404,722
              
              
              2,029,239
              
              
              2,534,306**Costs
                  of Revenue**Cost
                  of services provided
              
              
              289,154
              
              
              282,737
              
              
              504,175
              
              
              585,724Cost
                  of products sold
              
              
              325,196
              
              
              770,289
              
              
              885,592
              
              
              1,291,689**Total
                  Cost of Revenue**
              
              
              614,350
              
              
              1,053,026
              
              
              1,389,767
              
              
              1,877,413**Gross
                  Profit**
              
              
              382,062
              
              
              351,696
              
              
              639,472
              
              
              656,893Selling,
                  general andadministrative
                  expense
              
              
              645,730
              
              
              474,196
              
              
              1,142,978
              
              
              972,157**Loss
                  From Operations**
              
              
              (263,668
              )
              
              (122,500
              )
              
              (503,506
              )
              
              (315,264
              )Interest
                  expense
              
              
              (28,675
              )
              
              (25,774
              )
              
              (57,380
              )
              
              (51,497
              )**Net
                  Loss**
              
              $
              (292,343
              )
              $
              (148,274
              )
              $
              (560,886
              )
              $
              (366,761
              )**Basic
                  and Diluted Loss per Common Share**
              
              $
              (0.06
              )
              $
              (0.03
              )
              $
              (0.11
              )
              $
              (0.07
              )**Weighted-Average
                  Common Shares Outstanding**
              
              
              5,192,500
              
              
              5,000,000
              
              
              5,174,286
              
              
              5,000,000
 
 
 
 The
              accompanying notes are an integral part of these condensed consolidated
              financial statements.
 5
 
 **OXFORD
        MEDIA, INC. AND SUBSIDIARIES**
 **UNADITED
        CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS
        DEFICIENCY**
 **FOR
        THE SIX MONTHS ENDED JUNE 30, 2005**
 
 **Common
                  Stock**
              
              **Additional
                  Paid-in**
              
              **Accumulated**
              
              **Total
                  Stockholders’****Shares**
              
              **Amount**
              
              **Capital**
              
              **Deficiency**
              
              **Deficiency****Balance
                  - December 31, 2004**
              
              
              5,125,000
              
              
              5,125
              
              
              269,876
              
              
              (1,839,533
              )
              
              (1,564,532
              )Stock
                  issued for cash
              
              
              62,500
              
              
              63
              
              
              124,937
              
              
              -
              
              
              125,000Stock
                  issued for services
              
              
              5,000
              
              
              5
              
              
              9,995
              
              
              -
              
              
              10,000Stock
                  issued for the acquisition of Becoming Art Inc.
              
              
              3,459,550
              
              
              3,459
              
              
              (3,459
              )
              
              -
              
              
              -Acquisition
                  of Oxford Media Corp.
              
              
              5,090,836
              
              
              5,091
              
              
              1,052,269
              
              
              -
              
              
              1,057,360Net
                  Loss
              
              
              -
              
              
              -
              
              
              (560,886
              )
              
              (560,886
              )**Balance
                  - June 30, 2005**
              
              
              13,742,886
              
              $
              13,743
              
              $
              1,453,618
              
              $
              (2,400,419
              )
              $
              (933,058
              )
 
  
 The
              accompanying notes are an integral part of these condensed consolidated
              financial statements.
 6
 
 **OXFORD
        MEDIA, INC. AND SUBSIDIARIES**
 **UNAUDITED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **For
                    the Six Months Ended****June
                    30,****2005**
                
                **2004****Cash
                    Flows from Operating Activities**Net
                    loss
                
                $
                (560,886
                )
                $
                (366,761
                )Adjustments
                      to reconcile net loss to cash usedin operating
                      activities:Depreciation
                
                
                38,720
                
                
                39,456Stock
                    issued for services
                
                
                10,000
                
                
                -Changes
                      in assets and liabilities net of effects frompurchases of Oxford
                      Media and Becoming Arts:Accounts
                    receivable and other receivables
                
                
                172,172
                
                
                (177,684
                )Inventory
                
                
                (18,882
                )
                
                -Prepaid
                    expenses
                
                
                (16,090
                )
                
                (28,414
                )Other
                    assets
                
                
                (1,192
                )
                
                -Accounts
                    payable
                
                
                83,430
                
                
                107,671Accrued
                    liabilities
                
                
                (1,243
                )
                
                (44,516
                )Deferred
                    revenue
                
                
                11,025
                
                
                87,041Accrued
                    interest payable to related party
                
                
                49,788
                
                
                (3,911
                )**Net
                    Cash Used in Operating Activities**
                
                
                (233,158
                )
                
                (387,118
                )**Cash
                    Flows from Investing Activities**Cash
                    received in acquisition of Oxford Media Corp.
                
                
                281
                
                
                -Deposits
                
                
                (6,470
                )
                
                4,798Purchase
                    of property and equipment
                
                
                (18,243
                )
                
                6,877**Net
                    Cash Provided by (Used in) Investing Activities**
                
                
                (24,432
                )
                
                11,675**Cash
                    Flows from Financing Activities**Proceeds
                      from issuance of notes payable torelated parties
                
                
                115,000
                
                
                195,000Proceeds
                    from the Issuance of common stock
                
                
                125,000
                
                
                -Principal
                      payments on notes payable to relatedparties
                
                
                -
                
                
                -Net
                    payments on wholesale financing line of credit
                
                
                (93,907
                )
                
                75,632Principal
                    payments on capital lease obligation
                
                
                7,336
                
                
                (656
                )**Net
                    Cash Provided by Financing Activities**
                
                
                153,429
                
                
                269,976**Net
                    Decrease in Cash**
                
                
                (104,161
                )
                
                (105,467
                )**Cash
                    at Beginning of Period**
                
                
                111,115
                
                
                156,269**Cash
                    at End of Period**
                
                $
                6,954
                
                $
                50,802**Supplemental
                    Disclosure of Cash Flow Information:**Cash
                    paid for interest
                
                $
                3,271
                
                $
                -
 
 
 The
              accompanying notes are an integral part of these condensed consolidated
              financial statements.
 7
  **OXFORD
          MEDIA, INC. AND SUBSIDIARIES**
 NOTES
          TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
          STATEMENTS
 JUNE
          30, 2005
  **NOTE
        1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING
        POLICIES**
 
 ***Historical
        Background*** - ****** Creative
        Business Concepts, Inc. was organized by J. Richard Shafer during 1986 and
        was
        incorporated by Mr. Shafer on March 24, 1989 as a California corporation.
        In
        1999, Mr. Shafer sold Creative Business Concepts, Inc. to Richton Holding
        Corp,
        which became a subsidiary of Deere & Company. Mr. Shafer and certain of his
        associates continued as employees of the Company through December 28, 2001,
        when
        Mr. Shafer and his associates repurchased Creative Business Concepts, Inc...
 
 ***Basis
        of Presentation*** - As
        more fully described in Note 2 - Acquisitions, through a series of planned
        transactions during 2005 Creative Business Concepts, Inc. (“CBC”) and Oxford
        Media Corp. (“Oxford”) have become a wholly-owned subsidiaries of Becoming Art
        Inc. (“BEAI”), which was, prior to the reorganization, a public shell company
        with no operations, assets or liabilities. For accounting purposes, CBC is
        considered to be the acquirer of BEAI and Oxford Media Corp. On July 29,
        2005
        BEAI changed its name to Oxford Media, Inc. The accompanying consolidated
        financial statements of Oxford Media, Inc. include the historical operations,
        equity and cash flows of CBC, and the operations and cash flows of Oxford
        Media
        Corp. since the date of its acquisition of BEAI, and the operations of BEAI
        since the date of its acquisition by CBC. Collectively, the consolidated
        group
        is referred to here in as the “Company”.
  ***Interim
          Financial Statements*** - The
          accompanying interim financial statements as of June 30, 2005 and for the
          six
          months ended June 30, 2005 and 2004 are condensed, and therefore do not
          contain
          all the disclosures normally required by accounting principles generally
          accepted in the United States of America.  These statements should
          be read
          in conjunction with the most recent annual financial statements of Creative
          Business Concepts, Inc. included in the Form 8-K/A filed for Oxford Media,
          Inc.
          with the Securities and Exchange Commission on October 21, 2005. 
           These interim financial statements have been prepared by management
          of the
          Company without audit. In the opinion of management, these financial statements
          reflect all adjustments, consisting only of normal recurring entries, necessary
          for a fair presentation of financial results for the interim periods. The
          results of operations presented in the accompanying interim financial statements
          are not necessarily indicative of the results that may be expected for
          the full
          fiscal year ending December 31, 2005.
 ***Nature
        of Operations*** -
        Through its subsidiary CBC, the Company provides consulting services to
        information technology (“IT”) clients regarding IT networking and security. In
        addition, the Company provides IT training services to clients. The consulting
        and training services are provided primarily to government and industry clients
        in Southern California. The Company also purchases, assembles and sells IT
        networking hardware and related software and provides network maintenance
        services. During 2003 the Company began a telecommunications brokerage business,
        became an agent for competitive local exchange carriers and began brokering
        local telephone and data transfer services to the Company’s IT consulting
        clients. Through its Oxford Media Corp subsidiary, the
        Company provides the
        hardware servers, secure encoding and high quality distribution of digital
        video
        content, including free-to-guest video programming, video-on-demand (VOD)
        and
        pay-per-view and over existing analog video to the hospitality industry.
 
 ***Use
        of Estimates*** - The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities, disclosure of contingent
        assets and liabilities at the date of the financial statements and the reported
        amounts of revenues and expenses during the reporting period. Actual results
        could differ from these estimates.
 
 ***Business
        Condition*** - The
        Company has experienced losses from operations and negative cash flows from
        operating activities during the years ended December 31, 2003 and 2004 and
        during the six months ended June 30, 2005. The Company had a working capital
        deficiency and a capital deficiency at December 31, 2004 and at June 30,
        2005.
        In September, 2005, the Company received an equity financing of $4,000,000
        which
        will be used to retire debt and to fund general working capital
        requirements.
 
 The
        Company’s plans include reducing costs and increasing revenues, in the network
        consulting business, the telecommunications brokerage business and the VOD
        business. In addition, management plans to finance future operations through
        private or public issuances of its common stock as warranted, however, the
        success of these efforts cannot be assured.
 
 ***Fair
        Value of Financial Instruments*** -Based
        on the borrowing rates currently available to the Company for loans with
        similar
        terms and average maturities, the carrying amounts of the capital lease
        obligation, the wholesale financing line of credit and the notes payable
        to
        related parties approximate their fair values.




8
  **OXFORD
            MEDIA, INC. AND SUBSIDIARIES**
 NOTES
            TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
            STATEMENTS
 JUNE
            30, 2005
  ***Inventory*** -
        Inventory consists of IT networking, VOD and DVD video encoding hardware
        and
        software components and is stated at the lower of cost (using the first-in,
        first-out method) or market value. The Company has not deemed an allowance
        for
        obsolescence or impairment is appropriate.
  ***Property
        and Equipment*** -
        Property and equipment consists of computer equipment and office furniture
        and
        is carried at the lower of cost or net recoverable value. Depreciation was
        computed using the straight-line method over the estimated useful lives of
        the
        assets. Estimated useful lives ranged from 5 to 7 years. Depreciation expense
        for the six months ended June 30, 2005 and 2004, and for the years ended
        December 31, 2004 and 2003, was $38,720, $39,456, $75,348, and $76,347
        respectively. Expenditures for maintenance and repairs are charged to expense
        as
        incurred. On retirement or disposition of property and equipment the cost
        and
        accumulated depreciation are removed from the accounts and any resulting
        gain or
        loss is recognized in the statement of operations.
 
 ***Impairment
        of Long-Lived Assets*** - The
        carrying values of the Company's long-lived assets are reviewed for impairment
        at least annually and whenever events or changes in circumstances indicate
        that
        they may not be recoverable. When projections indicate that the carrying
        value
        of the long-lived asset is not recoverable, it is reduced by the estimated
        excess of the carrying value over the projected discounted net future cash
        flows
        of the reporting unit using the asset. Based on management’s assessments of
        estimated future cash flows, no impairment of long-lived assets has been
        recognized in the accompanying financials statements.
 
 ***Share-Based
        Compensation*** ****** - The
        Company accounts for its share-based compensation issued to non-employees
        using
        the fair value method in accordance with SFAS No. 123, *Accounting
        for Stock-Based Compensation.* Under
        SFAS No. 123, share-based compensation is determined as either the fair value
        of
        the consideration received or the fair value of the equity instruments issued,
        whichever is more reliably measurable.  The measurement date for these
        issuances is the earlier of the date at which a commitment for performance
        by
        the recipient to earn the equity instruments is reached or the date at which
        the
        recipient’s performance is complete.
 
 The
        Company accounts for share-based compensation to employees under the recognition
        method and measurement principles of APB Opinion No. 25, *Accounting
        for Stock Issued to Employees* ,
        and
        related Interpretations. Under APB Opinion No. 25, compensation related to
        stock
        options is recorded if an option’s exercise price on the measurement date is
        below the fair value of the Company’s common stock, and amortized to expense
        over the vesting period.  Compensation expense for stock awards or
        purchases, if any, is recognized if the award or purchase price on the
        measurement date is below the fair value of the Company’s common stock, and is
        recognized on the date of award or purchase.  No expense related to
        stock
        options was recognized prior to January 2005. During January 2005 the Company
        granted stock options to purchase 320,000 common shares, with no intrinsic
        value, under the newly-adopted 2005 Stock Plan. The effect on net loss and
        net
        loss per common share if the Company had applied the fair value recognition
        provisions of SFAS No. 123 to employee stock-based compensation is as
        follows:
 
 **For
                  the Three Months ended**
              
              **For
                  the Six Months ended****June
                  30,**
              
              **June
                  30,**2005
              
              2004
              
              2005
              
              2004Net
                  loss, as reported
              
              $
              (292,343
              )
              $
              (148,274
              )
              $
              (560,886
              )
              $
              (366,761
              )Add
                  back: Total share-basedcompensatiomn
              
              
              10,000
              
              
              
              
              
              10,000Deduct:
                      Total share-based employeecompensation determined under fair value
                      based method for all awards
              
              
              (621,000
              )
              
              
              
              
              (621,000
              )Pro
                  forma net loss
              
              $
              (903,343
              )
              $
              (148,274
              )
              $
              (1,171,886
              )
              $
              (366,761
              )Basic
                  and diluted net loss per common shareAs
                  reported
              
              $
              (0.06
              )
              $
              (0.03
              )
              $
              (0.11
              )
              $
              (0.07
              )Pro
                  forma
              
              $
              (0.17
              )
              $
              0.03
              
              $
              0.23
              
              $
              0.07
 
 
 9
  **OXFORD
            MEDIA, INC. AND SUBSIDIARIES**
 NOTES
            TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
            STATEMENTS
 JUNE
            30, 2005
  ***Revenue
        Recognition*** -
        Revenue from IT consulting agreements is recognized over the term the services
        are performed and upon acceptance by the customer. For agreements that cover
        a
        period of time, revenue is recognized over the terms of the time-based service
        agreements. Payments from customers for future services are deferred and
        recognized as earned. Revenue from the sale of hardware and software networking
        components are recognized upon delivery, installation of the components and
        acceptance by the customer. Telecommunications brokerage commissions are
        recognized as received.
 
 ***Income
        Taxes*** - Upon
        reacquisition of CBC on December 28, 2001, CBC and those shareholders elected
        to
        be taxed under the provisions of Subchapter S of the Internal Revenue Code.
        Under those provisions, the Company has not retained the benefits from federal
        or state operating loss carry forwards. Instead, the shareholders have received
        the benefits from their proportionate share of the operating losses of CBC.
        Effective January 1, 2005, CBC terminated the election and will, from that
        point
        forward, the Company will retain the benefits from its future operating losses
        and will be taxed on its future earnings. At the date of termination of the
        S
        Corporation status, the balance of the accumulated deficit was not reclassified
        as a reduction of common stock or treated as a constructive dividend as would
        have been required for retained earnings. On the date of the change in tax
        status, no tax expense or benefit was recognized and a deferred tax liability
        of
        $0 was recognized for the timing differences that existed at the date of
        the
        conversion as follows:
 Gross
                    deferred tax liabilties
                
                $
                (18,925
                )Gross
                    deferred tax assets
                
                
                67,017Valuation
                    allowance
                
                
                (48,092
                )**Net
                    Deferred Tax Assets**
                
                $
                -
  ***Basic
        and Diluted Loss per Common Share*** - Basic
        and diluted loss per common share is computed by dividing net loss by the
        weighted-average number of common shares outstanding. There were no potentially
        issuable common shares outstanding during the years ended December 31 2003.
        At
        June 30, 2005 and December 31, 2004 there were 2,149,750 and 735,000 potentially
        issuable common shares that were excluded from the calculation of diluted
        loss
        per common share because their effect would have been
        anti-dilutive.
 
 ***New
        Accounting Standards -*** In
        December 2004, the Financial Accounting Standards Board, or FASB, issued
        SFAS
        No. 123 (revised 2004), Share-Based Payment. SFAS No. 123(R) requires that
        the
        compensation cost relating to share-based payment transactions be recognized
        in
        financial statements. The cost will be measured based on the fair value of
        the
        instruments issued. SFAS No. 123(R) covers a wide range of share-based
        compensation arrangements including share options, restricted share plans,
        performance-based awards, share appreciation rights and employee share purchase
        plans. SFAS No. 123(R) replaces SFAS No. 123 and supersedes APB Opinion No.
        25.
        As originally issued in 1995, SFAS No. 123 established as preferable
        the
        fair-value-based method of accounting for share-based payment transactions
        with
        employees. However, that Statement permitted entities the option of continuing
        to apply the guidance in Opinion 25, as long as the footnotes to financial
        statements disclosed what net income would have been had the preferable
        fair-value-based method been used. The Company will be required to apply
        SFAS
        No. 123(R) as of the first interim reporting period that begins after June
        15,
        2005, and plans to adopt it using the modified-prospective method, effective
        July 1, 2005. Because the Company has no outstanding employee stock options,
        the
        adoption for SFAS No. 123(R) will not have a material impact on its financial
        statements.
  
 10
  **OXFORD
            MEDIA, INC. AND SUBSIDIARIES**
 NOTES
            TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
            STATEMENTS
 JUNE
            30, 2005
  In
        December 2004, the FASB issued SFAS Statement No. 153, “Exchanges of
        Non-monetary Assets—an amendment of APB Opinion No. 29.” This Statement amends
        APB Opinion 29 to eliminate the exception for non-monetary exchanges of similar
        productive assets and replaces it with a general exception for exchanges
        of
        non-monetary assets that do not have commercial substance. A non-monetary
        exchange has commercial substance if the future cash flows of the entity
        are
        expected to change significantly as a result of the exchange. The statement
        will
        be effective in January 2006. The Company does not expect that the adoption
        of
        SFAS No. 153 will have a material impact on its financial statements.
   **NOTE
        2 - ACQUISITIONS**
  On
        June
        29, 2005 BEAI, a publicly traded company with no operations, acquired all
        of the
        issued and outstanding Oxford common stock by issuing 5,090,836 shares of
        BEAI
        common stock to Oxford’s shareholders. Effective July 6, 2005, BEAI acquired all
        of the common stock of CBC, through the issuance of 5,192,500 shares of BEAI
        common stock and the assumption of Oxford’s liability to issue 800,000 shares of
        common stock to certain of Oxford predecessor’s shareholders. Upon the
        completion of this reorganization and acquisition, Oxford Media, Inc. had
        13,742,886 shares of common stock outstanding (prior to the issuance of the
        800,000 shares). Through the exchanges, both Oxford and CBC have become
        wholly-owned subsidiaries of BEAI, which changed its name on July 29, 2005
        to
        Oxford Media, Inc.
 
 The
        shareholders and management of CBC received a majority of the voting rights,
        a
        majority of the seats on the board of directors and control of the senior
        management positions of the combined entity. Accordingly, CBC was determined
        to
        be the acquiring entity for financial reporting purposes. In accordance with
        financial accounting standards, Oxford and BEAI did not constitute businesses;
        therefore, their acquisitions were recognized as nonmonetary transactions
        valued
        at the fair value of the net assets acquired.
 
 Fair
        value of the assets acquired and liabilities assumed were as
        follows:
 **Assets**Cash
                
                $
                281Inventory
                
                
                76,733Advances
                    and deposits
                
                
                13,681Equipment
                
                
                97,720Software
                    technology
                
                
                1,596,640**Total
                    Assets**
                
                
                1,785,055**Liabilities**Accounts
                    payable and accrued expenses
                
                
                399,179Notes
                    payable
                
                
                328,516**Total
                    Liabilities**
                
                
                727,695**Net
                    Assets**
                
                $
                1,057,360
 11
  **OXFORD
            MEDIA, INC. AND SUBSIDIARIES**
 NOTES
            TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
            STATEMENTS
 JUNE
            30, 2005
 
 Pro
        forma
        operating loss for the six months ended June 30, 2005 is as
        follows:
 
 **Six
                  months ended June 30, 2005****Creative**
              
              **(Formerly
                  Becoming Art, Inc.)****Business**
              
              **Oxford
                  Media,**
              
              **Oxford
                  Media**
              
              **ProForma**
              
              **Pro
                  Forma****Concepts,
                  Inc.**
              
              **Inc.**
              
              **Corp**
              
              **Adjustments**
              
              **Results**Revenues
              
              $
              2,029,239
              
              
              
              
              $
              -
              
              
              
              
              $
              2,029,239Cost
                  of sales
              
              
              1,389,767
              
              
              
              
              
              -
              
              
              
              
              
              1,389,767Gross
                  Profit
              
              
              639,472
              
              
              
              
              
              -
              
              
              
              
              
              -Operating
                  Expenses
              
              
              1,142,978
              
              
              12,478
              
              
              829,940
              
              
              57,661
              
              
              2,043,057Operating
                  Profit
              
              
              (503,506
              )
              
              (12,478
              )
              
              (829,940
              )
              
              (57,661
              )
              
              (887,601
              )Interest
              
              
              (57,380
              )
              
              
              
              
              (80,233
              )
              
              
              
              
              (137,613
              )Net
                  (Loss)
              
              $
              (560,886
              )
              $
              (12,478
              )
              $
              (910,173
              )
              $
              (57,661
              )
              $
              (1,541,198
              )Per
                  share dataBasic
                  net loss per share
              
              $
              (0.11
              )
              
              
              
              
              
              
              
              
              
              $
              (0.11
              )Basic
                  weighted average shares outstanding
              
              
              5,174,286
              
              
              
              
              
              
              
              
              8,568,600
              
              
              13,742,886
 
 
 **NOTE
        3 - ACCOUNTS RECEIVABLE**
 
 Management
        periodically evaluates accounts receivable for collectibility and provides
        an
        allowance for amounts which may not be realizable. Management has provided
        an
        aggregate allowance against accounts receivable of $0 and as of both June
        30,
        2005 and December 31, 2004. Bad debt expense for the six months ended June
        30,
        2005 and 2004 was $5,816 and $0, respectively, and for the year ended December
        31, 2004 was $6,153.
 
 **NOTE
        4 - PROPERTY AND EQUIPMENT**
 
 Property
        and equipment consisted of the following:
 
 **June
                  30,**
              
              **December
                  31,****2005**
              
              **2004**Software,
                  externally developed
              
              $
              19,663
              
              $
              19,663Equipment
              
              
              438,820
              
              
              328,863Furniture
                  and fixtures
              
              
              61,797
              
              
              49,850Leasehold
                  improvements
              
              
              30,650
              
              
              9,376**Total
                  Property and Equipment**
              
              
              550,930
              
              
              407,752Less:
                  accumulated depreciation
              
              
              (278,005
              )
              
              (212,070
              )**Net
                  Property and Equipment**
              
              $
              272,925
              
              $
              195,682
 
 
 **NOTE
        5 - SOFTWARE TECHNOLOGY**
  The
        software technology includes the encoding necessary to encode deliver and
        monitor its VOD systems and has an estimated useful life of two years. It
        is
        being amortized based on the number of installations of the Company’s VOD
        digital system, at a rate of approximately $3,200 per installation.
 
 
 12
  **OXFORD
            MEDIA, INC. AND SUBSIDIARIES**
 NOTES
            TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
            STATEMENTS
 JUNE
            30, 2005
 
 **NOTE
        6 - WHOLESALE FINANCING CREDIT LINE**
 
 CBC
        maintains a $300,000 line of credit wholesale financing agreement with a
        finance
        company for CBC’s purchases of computer hardware and software from one vendor
        for resale to customers. Under the terms of the financing agreement, a line
        of
        credit was established with the finance company, which is secured by
        substantially all of CBC’s assets and is guaranteed by the former stockholders
        of CBC. Advances under the line of credit are provided as CBC purchases
        inventory. Principal and interest under the line of credit are due on the
        earlier of the date of 60 days after the date of the advance and inventory
        purchase, or the date CBC sells the financed inventory. The interest rate
        varies
        for each advance was18% per annum at December 31, 2004. However, no interest
        is
        due if the amount advanced is paid within the 60 days. The aggregate amount
        due
        under the line of credit was $165,365, $259,272 and $180,081 at June 30,
        2005
        and December 31, 2004 and 2003, respectively.
 
 In
        connection with the wholesale financing agreement, SRS Insurance Services,
        Inc.,
        an affiliate of certain shareholders and the chairman of the board of directors,
        provided a $300,000 deposit with a bank under which the bank issued an
        irrevocable letter of credit to the finance company guaranteeing the wholesale
        financing agreement.
 
 **NOTE
        7 - CONVERTIBLE NOTES PAYABLE TO RELATED PARTIES**
 
 From
        the
        date of its acquisition, CBC has financed its operations through several
        unsecured, due-on-demand loans from its four principal stockholders originating
        between December 28, 2001 and June 2004. Amounts borrowed from the stockholders
        bear interest at 8% per annum, with interest payments due monthly. Aggregate
        principal balances of notes payable to related parties were $ 1,585,000,
        $
        1,470,000 and $1,275,000 at June 30, 2005, December 31, 2004 and 2003,
        respectively. During January 2004, the notes payable to the stockholders
        together with related accrued interest were subordinated to the wholesale
        financing agreement.
 
 During
        September 2004, CBC modified the terms of the $1,470,000 in 8% convertible
        notes
        payable to the shareholders. The modified notes are convertible into common
        stock of Oxford Media, Inc., at the option of the holder, after September
        30,
        2005 through September 21, 2007 at a rate of $2.00 per share. Interest on
        the
        notes is due quarterly and principal under the convertible notes payable
        is due
        on September 30, 2007, if not converted earlier. There was no beneficial
        conversion option associated with the modified notes because the conversion
        price exceeds the estimated fair value of the underlying common
        stock.
 
 **NOTE
        8 - LEASE COMITTMENTS**
 
 ***Capital
        Leases*** - The
        Company leases equipment and furniture under the terms of capital lease
        agreements. Furniture and equipment under capital leases are included in
        property and equipment in the accompanying financial statements and consisted
        of
        the following:
  ***December
                    31,***
                
                **2004**
                
                **2003**Equipment
                
                $
                28,379
                
                $
                28,379Furniture
                
                
                24,808
                
                
                24,808Less:
                    accumulated depreciation
                
                
                (29,410
                )
                
                (17,883
                )**Net
                    Equipment Under Capital Leases**
                
                $
                23,777
                
                $
                35,304
 
 ***Operating
        Leases*** - The
        Company leases its main facility, consisting of 23,251 square feet of office
        space under the terms of a 5-year property lease expiring at the end of April
        2011. Minimum monthly rent payments, including common area maintenance and
        insurance were $46,705 during 2003 and $33,096 during 2004. Rent is charged
        to
        operating expense on a straight-line basis during each annual period where
        contractual increases or decreases affect rental payments. Rental expense
        for
        the years ended December 31, 2004 and 2003 was $439,128 for each year.
 
 Future
        minimum lease payments for capital and operating leases are as
        follows:
 
 13
  **OXFORD
            MEDIA, INC. AND SUBSIDIARIES**
 NOTES
            TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
            STATEMENTS
 JUNE
            30, 2005
 ***For
                    the Years Ending December 31,***
                
                **Capital**
                  **Leases**
                
                **Operating
                    Leases**2005
                
                $
                11,400
                
                $
                418,3462006
                
                
                5,833
                
                
                247,6412007
                
                
                5,833
                
                
                368,0972008
                
                
                1,945
                
                
                357,1512009
                
                
                -
                
                
                446,439**Total
                    Minimum Lease Payments**
                
                
                25,011
                
                $
                1,837,674Less:
                    Amount representing interest
                
                
                (6,342
                )Present
                    value of minimum lease payments
                
                
                18,669Less:
                    current portion
                
                
                (15,193
                )**Obligation
                    Under Capital Lease, Long-Term**
                
                $
                3,476
 
 **NOTE
        9 - COMMON STOCK**
 
 On
        December 21, 2004 CBC effected a 5,000-for-1 forward stock split. The financial
        statements have been retroactively restated for all periods presented for
        the
        effects of the stock split.
 
 During
        December 2004, CBC issued 125,000 common shares for $125,000 cash or $1.00
        per
        share, which was received from third party investors under the terms of a
        private placement memorandum. There were no unstated rights or privileges
        associated with the issuance. Between January and March 2005, CBC issued
        62,500
        shares of common stock for cash proceeds of $125,000, or $2.00 per share,
        received from third party investors under the terms of a new private placement
        offering.
 
 During
        March 2005, CBC issued 5,000 shares of common stock for services for which
        CBC
        recognized a charge to operations of $10,000. The stock issued was valued
        at
        $2.00 per share, based upon the price for which common stock had recently
        been
        sold to third-party investors.
 
 **NOTE
        10 - STOCK OPTIONS**
 
 On
        January 17, the Board of Directors and shareholders of CBC adopted the 2005
        Stock Plan (the “Plan”). Under the terms of the Plan, the Company may grant
        options to service providers to purchase up to 750,000 shares of common stock.
        Incentive stock options, non-qualified options, restricted stock awards and
        rights to purchase restricted stock may be granted under the Plan. Options
        granted under the Plan are generally exercisable over ten years, vesting
        of the
        awards is determined by the Board of Directors, but should not to exceed
        five
        years from the date of grant. On January 31, 2005 the Company awarded options
        to
        purchase 320,000 common shares to employees under the plan, with an exercise
        price of $2.00. The option awards originally vested over five years or upon
        the
        event of a merger; that merger occurred on July 6, 2005 and, accordingly,
        the
        options were fully vested at that date.
 
 The
        options had no intrinsic value on the date of the award. Accordingly, no
        compensation expense was recognized from the awards.
 
 **NOTE
        11 -SEGMENT INFORMATION**
 
 Management
        of the Company has identified the following reportable business segments.
        Prior
        to October 2003, the Company operated solely in the IT consulting, security
        and
        training segment. Beginning in October 2004, the Company began operations
        in its
        newly developed telecom segment. Both business segments are operated in Southern
        California. During the six month ended June 30, 2005 and the years ended
        December 31, 2004, revenue telecom segment was $169,393, and $70,387,
        respectively
 
 14
  **OXFORD
            MEDIA, INC. AND SUBSIDIARIES**
 NOTES
            TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
            STATEMENTS
 JUNE
            30, 2005
 **NOTE
        12 -SUBSEQUENT EVENTS**
 
 Oxford
        Media, Inc. through its wholly owned subsidiary, CBC, completed the acquisition
        of IT Network, Inc. (“IT Net”) effective on September 1, 2005 with Oxford
        issuing 400,000 shares of its common stock for the net assets of IT Net.
        Oxford
        Media, Inc. additionally issued a letter of intent to acquire WTI
        Communications, Inc. (“WTI”) whereby Oxford Media, Inc. will issue 1,000,000
        shares of its common stock for all the issued and stock of WTI. The WTI
        transaction is conditioned upon regulatory approval.
 
 On
        September 23, 2005, the Company issued 4,000 shares of a newly designated
        Series
        A Convertible Preferred Stock for cash proceeds of $3,780,000, net of $220,000
        fees, in a private placement transaction. The Series A Convertible Preferred
        Stock is convertible into 1,333,333 shares of the Company’s common stock at a
        fixed conversion price of $3.00 per common share. As part of the sale, the
        Company also issued warrants to purchase 400,000 shares of the Company’s common
        stock at an exercise price of $3.50 per share.
        
 15
 
 **Item
        2.**  **Plan
        of Operation**
 
 **Forward-Looking
        Statements**
 
 Historical
        results and trends should not be taken as indicative of future operations.
        Management’s statements contained in this report that are not historical facts
        are forward-looking statements 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 (the “Exchange Act”), as amended. Actual results may differ
        materially from those included in the forward-looking statements. The Company
        intends such forward-looking statements to be covered by the safe-harbor
        provisions for forward-looking statements contained in the Private Securities
        Litigation Reform Act of 1995, and is including this statement for purposes
        of
        complying with those safe-harbor provisions. Forward-looking statements,
        which
        are based on certain
        assumptions and describe future plans, strategies and expectations of the
        Company, are generally identifiable by use of the words “believe,”“expect,”  “intend,” 
“anticipate,”  “estimate,”  “project,”  “prospects,” or similar
        expressions. The Company’s ability to predict results or the actual effect of
        future plans or strategies is inherently uncertain. Factors which could have
        a
        material adverse affect on the operations and future prospects of the Company
        on
        a consolidated basis include, but are not limited to: changes in economic
        conditions, legislative/regulatory changes, availability of capital, interest
        rates, competition, and generally accepted accounting principles. These risks
        and uncertainties should be considered in evaluating forward-looking statements
        and undue reliance should not be placed on such statements. Further information
        concerning the Company and its business, including additional factors that
        could
        materially affect the Company’s financial results, is included herein and in the
        Company’s other filings with the SEC.
 
 **Overview
        of Recent Business Acquisitions**
 
 Prior
        to
        the reported period, management abandoned its business plan relating to the
        distribution of high quality fine art reproductions in North America. Then,
        during the reported transition period, on June 29, 2005, we consummated a
        merger
        agreement with Oxford Media Corp. ,
        a
        Delaware corporation (“Oxford”) in which ,
        among
        other things:
 
 (a)
        each
        issued and outstanding share of common stock of Oxford was converted into
        shares
        of our common stock ;
        and
 
 (b)
        Oxford became our direct, wholly-owned subsidiary.
  Effective
        July 6, 2005, following the reported transition period, we consummated a
        second
        merger agreement with CBC, in which, among other things:
 
 (a)
        each
        issued and outstanding share of common stock of CBC was converted into shares
        of
        our common stock; and
 
 (b)
        CBC
        became a direct, wholly-owned subsidiary.
 
 CBC
        was
        considered to be the accounting acquirer in these transactions, and thus
        we
        adopted its fiscal year end of December 31, 2005, as well as its other
        accounting parameters as our own.
 
 On September
        22, 2005, following the reported transition period,
        CBC closed an Agreement and Plan of Reorganization with
        IT
        Networks, Inc., a California corporation (“IT NET”) in which, among other
        things:
 
 (a)
        CBC
        acquired each outstanding share of common stock of IT NET;
 
 (b)
        We
        issued an aggregate of 400,000 shares of stock to the former shareholders
        of IT
        NET;
 
 16
  (c)
        CBC
        hired the key employees of IT NET; and
 
 (d)
        IT
        NET became a direct, wholly-owned subsidiary of CBC.
 
 On
        October 17, 2005, following the reported transition period, CBC entered into
        an
        agreement to acquire WTI Communications, Inc. (“WTI”). The closing of the WTI,
        however, is conditioned on regulatory approval, expected later in this
        year.
  WTI
        is an
        Enhanced Service Provider in the emerging technology and telecommunications
        marketplace, providing and selling bundled technology solutions to commercial
        customers in the U.S.
 
 We
        are
        also currently, negotiating and evaluating other related business acquisitions
        that management believes will enhance our overall business plan to become
        a
        diversified digital media content and communication technology
        company.
 
 **Our
        Business**
 
 As
        a
        result of these acquisitions, we currently operate our business through our
        two
        subsidiaries, Oxford and CBC.
 
 **1.
        Oxford**
 
 Oxford
        is
        primarily a developer of Private Broadband Networks (“PBN”) which enables Oxford
        to provide:
 
 low-cost
        broadband Internet access; and
 video
        and
        audio content on demand and on a Pay-Per-View basis.
 
 Oxford
        provides proprietary digital file server technology to Multi Dwelling Units
        (MDU), and hospitality properties for the cost effective delivery of Video
        On
        Demand (VOD). Oxford then deploys a hybrid fiber/wireless network utilizing
        a
        new wireless distribution technology known as WiMAX to deploy the wireless
        PBN
        for full high definition delivery of content and broadband Internet access
        to
        the surrounding consumer base. Oxford MDU and Hospitality customers subsidize
        the deployment and share the revenues derived from the services offered by
        this
        network, creating residual revenues from local consumers based within the
        networks' reach.
 
 Oxford
        has designed its proprietary system to support a wide variety of convenient
        services for business and consumer use in the immediate area, accessible
        to the
        hotel’s installed system. Oxford’s Wireless PBN features include:
 
 1.
              Remote
                  wireless high-speed Internet
 2.
              Video
                  on Demand for the home
                  or business
 3.
              Dedicated
                  broadcast entertainment
 4.
              Incremental
                  revenue from business and vacation
                  travellers
 5.
              Direct
                  billing to users credit card
                  account
 
 Oxford’s
        early installations will be located in smaller rural markets, under-served
        by
        broadband and cable access. Utilizing the roof tops of existing hospitality
        customers systems which provide the foundation for deployment, Oxford will
        install WiMAX antennas broadcasting video and other services to businesses
        and
        homes within the range of the Oxford wireless PBN.
 
 Oxford’s
        wireless PBN will allow customers within a 7-10 mile range of each wireless
        antenna to access the Internet at speeds 10 to 20 times faster than existing
        broadband offerings. This will allow access to other services such as VOD
        movies. Movies being delivered on the Oxford PBN are of the highest current
        quality, from broadcast to High Definition. To the consumer it looks as if
        the
        content is being delivered over the Internet, but in reality the content
        is
        distributed to Oxford media servers through the same satellite network utilized
        to distribute the content to the media servers located in the MDU or Hospitality
        property.
 
 17
 
 
 The
        rollout of wireless PBN for television opens up a connection between television
        and the Internet. This combination can lead to powerful new applications
        with
        interesting possibilities of great commercial potential, placing a
        video
        store, music store and game store on-line.
 
 Oxford
        has acquired eMod Systems, Inc. (“eMod”), **** a
        digital
        solutions company concentrating on the secure high quality distribution of
        digital video content to the hotel industry. Oxford has also entered into
        a
        letter of intent to acquire SkyPath Satellite Systems, Inc. (“SkyPath”), a
        provider of free to guest television to the hotel industry. The acquisition
        is
        expected to be finalized in the 4th quarter of 2005.
 
 Oxford
        is
        currently in the process seeking to acquire other digital video on demand
        companies.
 
 **2.
        Creative Business Concepts, Inc.**
 
 CBC
        is a
        wireless and business systems provider specializing in WiFi/WiMAX, Security,
        IT
        Integration, and Telecom. As part of these services, CBC designs and installs
        specialty communication systems for data, voice, video, and telecom. It
        determines its clients’ requirements by doing a needs analysis and site audit,
        then implements the specialty communication system with the deployment of
        a
        fixed Wireless Local Area Network, or WLAN. CBC also maintains, manages,
        and
        secures the wireless or installed IT systems of its customers.
 
 CBC
        currently focuses on the following four major areas that progressive companies
        are addressing to maximize their Information Technology strength and enhance
        their performance:
  1.
              IT
                  Security -- Protecting information from unauthorized
                  access.
 
 2.
              IT
                  Integration -- Making certain that IT systems are performing to
                  specifications and working as
                  ordered.
 
 3.
              Telecom
                  - Providing carrier neutral tele-management consulting and
                  reselling.
 
 4.
              WI-FI
                  and WIMAX -- Point to multipoint wireless networks up to 40
                  miles.
 
 CBC’s
        recent acquisition of IT NET will enhance its operations by adding experience,
        capacity, and technology management to their current engineering division.
        IT
        NET has been in the technology consulting market place and developed critical
        relationships with corporate clientele for over the past 15 years.
 
 CBC’s
        planned acquisition of WTI will further add to the company’s operations through
        WTI’s experience and interest in the expanding Voice over Internet Protocol
        (VoIP) technology, IP VPN markets, and network security applications. The
        key
        element to these solutions is the emerging Voice over Internet Protocol
        (VoIP).  WTI is also a Competitive Local Exchange Carrier.
 
 The
        combined entities will be able to offer end users a dynamic solution for
        voice,
        data, network security, disaster recovery, and VoIP deployment.  Currently,
        corporations must engage numerous companies for VoIP deployment which includes
        routers, IP phone systems, installation, Network Security, and consulting
        services. CBC with WTI will now be able to offer complete communication
        technology solutions from one source.
 
 **New
        Director and COO**
 
 On
        September 7, 2005, the board appointed Mr. David L. Parker to the Board of
        Directors and named Mr. Parker Chairman of the Board of Directors and Chief
        Operating Officer of the Company.
 
 18
 
 Mr.
        Parker is currently Chairman of the Board of Special Risk Services, banking
        and
        insurance firm he co-founded in 1983, which specializes in domestic and
        cross-border asset backed securitization and structured finance transactions.
        He
        also serves as Chairman of Moneyline Lending Services, a California-based
        bank
        fulfillment company, as well as general partner of SRS Capital Partners,
        a
        private investment partnership that invests in privately held, emerging,
        and/or
        established commercial enterprises and private real estate ventures. The
        principals of SRS Capital Partners are also significant shareholders of Oxford
        Media. In 1982 he founded FISER, a registered Broker Dealer with the NASD,
        which
        was subsequently acquired by Wedbush Securities, Inc. in 1987. Prior to its
        acquisition, FISER was lead manager on more than $1.3 billion of new issue
        municipal debt in the capital markets. Mr. Parker received his BS degree
        in
        banking and finance from Brigham Young University in 1974.
 
 At
        this
        time, the Company does not have any employment contract with Mr. Parker
        regarding his position on the Board or as an officer, and it is undetermined
        as
        to which, if any, committees Mr. Parker will sit on as a member. Mr. Parker
        has
        no family relationship with any other member of the board, and has not engaged
        in any related transactions except for the lending of funds to the Company.
 
 **Change
        in Certifying Accountant**
 
 On
        October 17, 2005, the Company dismissed Dale Matheson Carr-Hilton LaBonte
        as its
        certifying accountant. The Company has engaged Hansen, Barnett, & Maxwell as
        its certifying accountant effective October 18, 2005. The decision to change
        accountants has been approved by the Company's board of directors.
 
 **Liquidity
        and Capital Resources**
 
 Following
        the reported transition period, in July, we raised $300,000 through the sale
        of
        common stock in a private sale exempt from registration under the Securities
        Act
        of 1933. We also raised $500,000 by issuing of a note payable on August 31,
        2005, and then $4,000,000, less closing cost, on September 23, 2005 by issuing
        4,000 shares of unsecured 8% convertible preferred shares with the Palisades
        Master Fund LLP at $1,000.00 per share. The convertible preferred stock is
        convertible into 1,333,333 shares of our common stock at a fixed conversion
        price of $3.00 per common share. As part of the sale, we also issued warrants
        to
        Palisades Master Fund LLP to purchase 400,000 shares of our common stock
        at
        $3.50 per share. We repaid the August 31, 2005 note on September 30, 2005.
 
 **Results
        Of Operations For Period Ending June 30, 2005**
 
 Revenues
        for the six months ended were $2,029,239 for the six months ended June 30,
        2005
        as compared with $2,534,306 for the six months ended June 30, 2004. Gross
        profit
        was $639,472 for the six months ended June 30, 2005 as compared with $656,893
        for the six months ended June 30, 2004. Operating expenses were $1,142, 078
        for
        the six months ended June 30, 2005 as compared with $972,157 for the same
        period
        in the prior year. The increase was generally do to increased professional
        fees
        associated with public company requirements, The net loss for the six months
        ended June 30, 2005 was $560,886 as compared with $366,761. The loss per
        share
        was $0.11 for the six months ended June 30, 2005 as compared with ($0.07)
        for
        the six months ended June 30, 2004.
 
 
 **Item
        3.     Controls and Procedures**
 
 We
        carried out an evaluation of the effectiveness of the design and operation
        of
        our disclosure controls and procedures (as defined in Exchange Act Rules
        13a-15(e) and 15d-15(e)) as of June 30, 2005. This evaluation was carried
        out
        under the supervision and with the participation of our Chief Executive Officer
        and Chief Financial Officer, Mr. Tom Hemingway and Mr. David Noyes. Based
        upon
        that evaluation, our Chief Executive Officer and Chief Financial Officer
        concluded that, as of June 30, 2005, our disclosure controls and procedures
        are
        effective. There have been no significant changes in our internal controls
        over
        financial reporting during the quarter ended June 30, 2005 that have materially
        affected or are reasonably likely to materially affect such controls.
 
 19
 
 
 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 Chief Financial Officer,
        to allow timely decisions regarding required disclosure.
 
 **Limitations
        on the Effective of Controls**
 
 Our
        management does not expect that our disclosure controls or our internal controls
        over financial reporting will prevent all error and fraud. A control system,
        no
        matter how well conceived and operated, can provide only reasonable, but
        no
        absolute, assurance that the objectives of a control system are met. Further,
        any control system reflects limitations on resources, and the benefits of
        a
        control system must be considered relative to its costs. These limitations
        also
        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 a control. A design of a control
        system is also based upon certain assumptions about potential future conditions;
        over time, controls may become inadequate because of changes in conditions,
        or
        the degree of compliance with the policies or procedures may deteriorate.
        Because of the inherent limitations in a cost-effective control system,
        misstatements due to error or fraud may occur and may not be
        detected.
 
 **Conclusions**
 
 Based
        upon his evaluation of our controls, our chief executive officer and principal
        accounting officer has concluded that, subject to the limitations noted above,
        the disclosure controls are effective providing reasonable assurance that
        material information relating to us is made known to management on a timely
        basis during the period when our reports are being prepared. There were no
        changes in our internal controls that occurred during the quarter covered
        by
        this report that have materially affected, or are reasonably likely to
        materially affect our internal controls.
 
 
 
 20
 
 **PART
        II- OTHER INFORMATION**
 
 **Item
        1.**  **Legal
        Proceedings**
 
 We
        are
        not a party to any pending material legal proceeding. Management is not aware
        of
        any threatened litigation, claims or assessments.
 
 **Item
        2.**  **Changes
        in Securities**
 
 On
        June
        29, 2005, we acquired all of the issued and outstanding shares of Oxford
        common
        stock by issuing 5,090,836 shares exemption from registration under section
        4(2)
        of the Securities Act of 1933. We also assumed Oxford’s liability to issue
        800,000 shares of common stock to certain of Oxford predecessor’s shareholders.
 
 In
        addition, following the end of the reported transition period, we acquired
        all
        of the common stock of CBC through the issuance of 5,192,500 shares of our
        common stock.
 
 In
        relation to these Oxford and CBC Mergers, 6,425,000 shares held by the two
        largest shareholders prior to these mergers were held in escrow and were
        cancelled.
 
 Upon
        the
        completion of this reorganization and acquisition, we had 13,742,886 shares
        of
        common stock outstanding (prior to the issuance of the 800,000
        shares).
 
 In
        addition, following the transition period reported, we issued the following
        securities:
  In
        July
        2005, we issued 150,000 shares of common stock for $300,000 in a private
        sale
        exempt from registration under the Securities Act of 1933.
 
 In
        August
        2005, we issued 50,000 shares for services we received.
 
 In
        September 2005, we issued (i) 400,000 shares for the acquisition of IT Network,
        Inc.; (ii) 10,000 shares for services we received; and, (iii) closed a private
        placement for 4,000 shares of unsecured 8% convertible preferred shares with
        the
        Palisades Master Fund LLP at $1,000.00 per share, which resulted in $4,000,000
        in gross proceeds. The convertible preferred stock is convertible into 1,333,333
        shares of our common stock at a fixed conversion price of $3.00 per common
        share. As part of the sale, we also issued warrants to Palisades Master Fund
        LLP
        to purchase 400,000 shares of our common stock at $3.50 per share. HPC Capital
        Management (“HPC”) acted as placement agent. The total amount of commission paid
        to HPC was $220,000.
 
 None
        of
        these securities 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
        thereunder by the Securities and Exchange Commission. 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 stock certificates issued to Palisades
        contain an appropriate legend identifying it as restricted stock.
 
 **Item
        3.**  **Defaults
        Upon Senior Securities**
 
 None.
 
 21
 
 
 **Item
        4.**  **Submission
        of Matters to a Vote of Security Holders**
 
 Subsequent
        to the reported transition period, on July 29, 2005, we held our annual meeting
        of the shareholders. At the meeting, the following actions were
        taken:
 
 1.
              The
                  election of directors;
 
 2.
              The
                  approval of an amendment to our Articles of Incorporation to change
                  our
                  name from “Becoming Art Inc.” to “Oxford Media,
                  Inc.”;
 
 3.
              The
                  approval of our 2005 Stock Option
                  Plan;
 
 4.
              The
                  approval of an amendment to our Articles of Incorporation to authorize
                  the
                  issuance of 1,000,000 shares of preferred stock;
                  and
 
 5.
              The
                  approval of an amendment to our Articles of Incorporation to increase
                  the
                  number of shares of common stock that the company is authorized
                  to issue
                  from 75,000,000 to 100,000,000.
 
 
 **Item
        5.**  **Other
        Information**
 
 None.
 
 **Item
        6.**  **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 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 pursuant to 18 U.S.C. Section 1350,
                  as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002
   
 22
  **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 Corp.**Date:
              **October
                  24, 2005**By:
              /s/
                  Thomas C.
                  Hemingway**Thomas
                  C. Hemingway**Title:
              **Chief
                  Executive Officer**






















23