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
                1934





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





[ 
              ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934





For
      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, California 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





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 17,443,486
      Common Shares as of May 10, 2006 .





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




















TABLE
      OF CONTENTS






PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            Management’s
                Discussion and Analysis or Plan of Operation
            14Item
                3:
            Controls
                and Procedures
            16PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            18Item
                2:
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            18Item
                3:
            Defaults
                Upon Senior Securities
            19Item
                4:
            Submission
                of Matters to a Vote of Security Holders
            19Item
                5:
            Other
                Information
            19Item
                6:
            Exhibits
            19


























2







**PART
      I - FINANCIAL INFORMATION**





**Item
                1.**
            **Financial
                Statements**




**OXFORD
      MEDIA, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(Unaudited)**





**March
                31,**
            
            **December
                31,****2006**
            
            **2005****ASSETS****Current
                Assets**Cash
            
            $
            688,811
            
            $
            640,299Accounts
                receivable
            
            
            538,106
            
            
            492,156Inventory
            
            
            254,398
            
            
            178,181Prepaid
                expenses and other current assets
            
            
            54,694
            
            
            22,165**Total
                Current Assets**
            
            
            1,536,009
            
            
            1,332,801**Property
                and Equipment,**net
                of accumulated depreciation of $377,797 and $341,837
            
            
            325,842
            
            
            329,829**Software
                Technology,**net of accumulated amortization of $311,714 and $136,032
            
            
            2,142,926
            
            
            2,318,608**Other
                assets**
            
            
            216,278
            
            
            54,195**Total
                Assets**
            
            $
            4,221,055
            
            $
            4,035,433**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                Liabilities**Accounts
                payable
            
            $
            377,146
            
            $
            333,776Accrued
                liabilities
            
            
            589,283
            
            
            576,851Accrued
                interest payable to related parties
            
            
            85,029
            
            
            38,168Deferred
                revenue
            
            
            126,983
            
            
            166,236Current
                portion of capital lease obligation
            
            
            5,833
            
            
            6,187Notes
                payable
            
            
            1,476,666
            
            
            -Wholesale
                financing line of credit
            
            
            300,000
            
            
            171,710Notes
                payable to related parties - current
            
            
            247,000
            
            
            247,000Warrant
                liability
            
            
            -
            
            
            346,301Conversion
                feature liability
            
            
            2,621,021
            
            
            1,199,704Dividends
                payable
            
            
            160,000
            
            
            80,000**Total
                Current Liabilities**
            
            
            5,988,961
            
            
            3,165,933**Long-Term
                Liabilities**Convertible
                notes payable to related parties
            
            
            1,470,000
            
            
            1,470,000Capital
                lease obligation, net of current portion
            
            
            6,805
            
            
            7,910**Total
                Long-Term Liabilities**
            
            
            1,476,805
            
            
            1,477,910**Commitments
                and Contingenicies**Preferred
                stock- $0.001 par value per share; 1,000,000 authorized; Series A
                - 4,000
                shares issued and liquidation preference of $4,000,000outstanding
                at March
                31, 2006 and December 31, 2005,
            
            
            4
            
            
            4**Stockholders'
                Deficit**Common
                stock - $0.001 par value; 100,000,000 shares authorized; 17,370,386
                and
                15,580,386 shares outstanding
            
            
            17,370
            
            
            15,580Additional
                paid-in capital
            
            
            9,400,274
            
            
            5,577,724Accumulated
                deficit
            
            
            (12,662,359
            )
            
            (6,201,718
            )**Total
                Stockholders' Deficit**
            
            
            (3,244,715
            )
            
            (608,414
            )**Total
                Liabilities and Stockholders' Deficit**
            
            $
            4,221,055
            
            $
            4,035,433








See
      accompanying notes to condensed consolidated financial statements.





3








**OXFORD
      MEDIA INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(Unaudited)**





**For
                the Three Months Ended**
              **March
                31,****2006**
            
            **2005****Revenue**Services
                provided
            
            $
            583,352
            
            $
            387,179Products
                sold
            
            
            466,633
            
            
            645,648**Total
                Revenue**
            
            
            1,049,985
            
            
            1,032,827**Costs
                of Revenue**Cost
                of services provided
            
            
            325,136
            
            
            215,021Cost
                of products sold
            
            
            348,378
            
            
            560,396**Total
                Cost of Revenue**
            
            
            673,514
            
            
            775,417**Gross
                Profit**
            
            
            376,471
            
            
            257,410Stock
                based compensation
            
            
            2,000,000
            
            
            -General
                and administrative expenses
            
            
            2,430,304
            
            
            478,250**Loss
                From Operations**
            
            
            (4,053,833
            )
            
            (220,840
            )**Other
                Income(Expense)**Interest
                income
            
            
            197
            
            
            -Interest
                expense
            
            
            (431,980
            )
            
            (28,705
            )Loss
                on derivative liability
            
            
            (1,895,025
            )
            
            -**Net
                Loss**
            
            
            (6,380,641
            )
            
            (249,545
            )**Preferred
                Dividend**
            
            
            (80,000
            )
            
            **-****Net
                  Loss Applicable**to Common Stockholders
            
            $
            (6,460,641
            )
            $
            (249,545
            )**Basic
                  and Diluted Net Loss**per Common Share
            
            $
            (0.39
            )
            $
            (0.05
            )**Weighted-Average
                  Common**Shares Outstanding
            
            
            16,435,386
            
            
            5,160,625








See
      accompanying notes to condensed consolidated financial statements.








4








**OXFORD
      MEDIA, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT**


**(Unaudited)**





**Common
                Stock**
            
            **Additional
                Paid-in**
            
            **Accumulated**
            
            **Total
                Stockholders’****Shares**
            
            **Amount**
            
            **Capital**
            
            **Deficit**
            
            **Deficit****Balance
                - December 31, 2005**
            
            
            15,580,386
            
            $
            15,580
            
            $
            5,577,724
            
            $
            (6,201,718
            )
            $
            (608,414
            )Stock
                issued for warrant conversion
            
            
            400,000
            
            
            400
            
            
            19,600
            
            
            -
            
            
            20,000Conversion
                of warrants
            
            
            -
            
            
            -
            
            
            820,009
            
            
            -
            
            
            820,009Stock
                issued in connection with employments agreements
            
            
            1,000,000
            
            
            1,000
            
            
            1,999,000
            
            
            -
            
            
            2,000,000Stock
                issued in connection with issuance of note payable
            
            
            200,000
            
            
            200
            
            
            439,800
            
            
            -
            
            
            440,000Repricing
                of warrant
            
            
            -
            
            
            -
            
            
            164,331
            
            
            -
            
            
            164,331Stock
                issued for payment of liability
            
            
            30,000
            
            
            30
            
            
            59,970
            
            
            -
            
            
            60,000Stock
                issued in settlement of cancellation of a proposed
                acquisition
            
            
            160,000
            
            
            160
            
            
            319,840
            
            
            -
            
            
            320,000Dividend
                on preferred stock
            
            
            -
            
            
            -
            
            
            -
            
            
            (80,000
            )
            
            (80,000
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (6,380,641
            )
            
            (6,380,641
            )**Balance
                - March 31, 2006**
            
            
            17,370,386
            
            $
            17,370
            
            $
            9,400,274
            
            $
            (12,662,359
            )
            $
            (3,244,715
            )

















See
      accompanying notes to condensed consolidated financial statements.








5








**OXFORD
      MEDIA, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(Unaudited)**





**For
                the Three Months Ended**
              **March
                31.****2006**
            
            **2005****Cash
                Flows from Operating Activities**Net
                loss
            
            $
            (6,380,641
            )
            $
            (249,545
            )Adjustments
                to reconcile net loss to cash used in operating
                activities:Depreciation
            
            
            35,961
            
            
            19,360Amortization
                of software technology
            
            
            175,682
            
            
            -Amortization
                of debt discount
            
            
            216,666
            
            
            -Stock
                based compensation
            
            
            2,000,000
            
            
            -Modification
                of warrant
            
            
            164,331
            
            
            -Stock
                issued in cancellation of proposed acquisition
            
            
            320,000
            
            
            -Stock
                issued in settlement of employment liability
            
            
            60,000
            
            
            -Loss
                on derivative liability
            
            
            1,895,025
            
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (45,949
            )
            
            17,414Inventory
            
            
            (76,217
            )
            
            -Prepaid
                expenses
            
            
            5,387
            
            
            (26,840
            )Accounts
                payable
            
            
            43,370
            
            
            (86,897
            )Accrued
                liabilities
            
            
            (77,568
            )
            
            (25,974
            )Deferred
                revenue
            
            
            (39,253
            )
            
            107,895Accrued
                interest payable
            
            
            46,861
            
            
            32,624**Net
                Cash Used in Operating Activities**
            
            
            (1,656,345
            )
            
            (211,963
            )**Cash
                Flows from Investing Activities**Purchase
                of property and equipment
            
            
            (31,974
            )
            
            (6,348
            )Other
                assets
            
            
            (200,000
            )
            
            -**Net
                Cash Used in Investing Activities**
            
            
            (231,974
            )
            
            (6,348
            )**Cash
                Flows from Financing Activities**Proceeds
                from issuance of notes payable, net expenses
            
            
            1,790,000
            
            
            -Proceeds
                from exercise of warrant
            
            
            20,000
            
            
            -Issuance
                of common stock for cash
            
            
            -
            
            
            125,000Net
                borrowings (payments) on wholesale financing line of
                credit
            
            
            128,290
            
            
            (17,721
            )Principal
                payments on capital lease obligation
            
            
            (1,459
            )
            
            7,337**Net
                Cash Provided by Financing Activities**
            
            
            1,936,831
            
            
            114,616**Net
                Increase (Decrease) in Cash**
            
            
            48,512
            
            
            (103,695
            )**Cash
                at Beginning of Period**
            
            
            640,299
            
            
            111,115**Cash
                at End of Period**
            
            $
            688,811
            
            $
            7,420**Supplemental
                Disclosure of Cash Flow Information:**Cash
                paid for interest
            
            $
            -
            
            $
            -**Supplemental
                Schedule of Noncash Investing and Financing
                Activities**Common
                stock issued as debt issue costs
            
            $
            530,000
            
            $
            -Warrant
                liability reclassed to APIC upon exercise
            
            $
            820,009
            
            $
            -








See
      accompanying notes to condensed consolidated financial statements.








6








**Oxford
      Media, Inc. and Subsidiaries**


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**





**NOTE
      1 - ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING
      POLICIES**





***Organization*** -
      Through a series of planned transactions during 2005, Creative Business
      Concepts, Inc. (“CBC”) and Oxford Media Corp. (“Oxford”) have been reorganized
      as wholly-owned subsidiaries of 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 is considered to be the
      acquirer of Oxford and BEAI. The accompanying consolidated financial statements
      include the assets, liabilities, equity and operations of CBC for all periods
      presented, and the assets, liabilities and operations of Oxford and BEAI since
      the dates of their acquisitions. In addition, Oxford Media, Inc. acquired IT
      Networks, Inc. (“IT Net”) on September 1, 2005 and PDHK Services, Inc. (“PDHK”)
      on December 31, 2005. Collectively the consolidated group is referred to herein
      as the “Company.” See Note 2 for additional information related to the
      acquisitions. On July 29, 2005, BEAI changed its name to Oxford Media,
      Inc.





***Business*** -
      Through 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, installs 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.





Since
      its
      acquisition, Oxford provides hardware
      servers, secure encoding and high quality distribution of digital video content
      to the hospitality industry. These services consist of providing free-to-guest
      video programming, video-on-demand (“VOD”) pay-per-view, and over existing
      analog video systems. The Company is using the technology obtained from PDHK
      to
      support its private broadband network.





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




***Change
      in Reporting Entity*** - As
      discussed above, the acquisition of BEAI by CBC was accounted for as a reverse
      acquisition, whereby the assets and liabilities of CBC are reported at their
      historical cost. The assets and liabilities of BEAI were recorded at fair value
      on the date of acquisition. No goodwill was recorded in connection with the
      reverse acquisition of BEAI since it had no business. The reverse acquisition
      resulted in a change in the reporting entity of BEAI for accounting and
      reporting purposes. Accordingly, the consolidated financial statements reported
      herein have retroactively restated for all periods presented to report the
      historical financial position, results of operations and cash flows of
      CBC.





***Interim
      Financial Statements*** - The
      interim condensed consolidated financial statements are unaudited. In the
      opinion of management, all adjustments have been made, consisting of normal
      recurring items, that are necessary to present fairly the financial position
      of
      the Company as of March 31, 2006 as well as the results of operations for the
      three months ended March 31, 2006 and 2005 in accordance with accounting
      principles generally accepted in the United States of America. The results
      of
      operations for any interim period are not necessarily indicative of the results
      for the entire year. These condensed consolidated financial statements should
      be
      read in conjunction with the consolidated financial statements and related
      notes
      thereto included in the Company’s December 31, 2005 Annual Report on Form
      10-KSB.





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts and the disclosure
      of
      contingent amounts in the Company’s financial statements and the accompanying
      notes. Actual results could differ from those estimates.





7








***Going
      Concern Consideration*****-
      The
      Company's condensed 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 suffered losses from operations and negative cash flows from operating
      activities during the year ended December 31, 2005 and the three months ended
      March 31, 2006. The Company has a working capital deficiency at March 31, 2006
      of $4,452,952. These factors raise substantial doubt about the Company’s ability
      to continue as a going concern. During the quarter ended March 31, 2006, the
      Company obtained new short-term debt financing in the amount of
      $1,966,666.





To
      obtain
      profitable operations, the Company’s management plans to increase revenues by
      including the rollout of its VOD systems in the hospitality industry, along
      with
      increasing revenues from network consulting and telecommunications. In addition,
      management plans to finance future operations through private or public
      issuances of the Company’s common stock; however, the successfulness of these
      efforts cannot be assured and may not be available on terms acceptable to the
      Company at the time the financing is needed.





The
      Company has engaged an investment banking firm to raise a maximum of $15 million
      to allow the Company to fund its ongoing operations as well as allowing for
      its
      future growth in the VOD business and further expansion into a wireless private
      broadband network using WiMAX technology. The Company expects to receive the
      funding in the 2nd quarter of 2006. There is no assurance that the proceeds
      from
      future financings will be sufficient to obtain profitable
      operations.





***Concentrations*** - The
      Company performs periodic credit evaluations of its customers and does not
      typically require collateral.  The Company, from time to time, requires new
      customers to pay for services in advance of performance.  The Company
      maintains reserves for potential credit losses, and historically, such losses
      have been within management expectations. As of March 31, 2006, the Company
      had
      accounts receivable from one customer that accounted for 37% of accounts
      receivable.  During the three months ended March 31, 2006, revenues from
      one customer accounted for 37% of total revenues. During the three months ended
      March 31, 2005, revenues from one customer accounted for 33%, of total
      revenues. Management believes that the loss of one those customers will
      have a material impact on the Company’s financial position, results of
      operations and cash flows.





The
      Company uses various distributors to provide products for resale. Management
      believes that the loss of one or more of those vendors would not have a material
      impact on the Company’s financial position, results of operations and cash
      flows.





***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 Accounting Principles
      Board 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:





8








**For
                the Three Months Ended**
              **March
                31,****2006**
            
            **2005**Net
                loss, as reported
            
            $
            (6,380,641
            )
            $
            (249,545
            )Deduct:
                Total share-based employee compensation determined under fair value
                based
                method for all awards
            
            
            -
            
            
            30,550Pro
                forma net loss
            
            $
            (6,380,641
            )
            $
            (280,095
            )Basic
                and diluted net loss per common shareAs
                reported
            
            $
            (0.39
            )
            $
            (0.05
            )Pro
                forma
            
            $
            (0.39
            )
            $
            (0.05
            )





The
      fair
      value of stock options for pro forma reporting purposes were determined at
      the
      grant dates using the Black-Scholes option-pricing model with the following
      weighted-average assumptions for the three months ended March 31, 2005:
      volatility of 175%, a risk-free interest rate of 4.0%, expected life of 5 years
      and no dividend yield. All options outstanding were granted during the three
      months ended March 31, 2005.





***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. At March 31, 2006 and
      2005, there were 2,642,275 and 735,000, respectively, potentially issuable
      common shares that were excluded from the calculation of diluted loss per common
      share because their effect would have been anti-dilutive.




**NOTE
      2 - ACQUISITIONS**




***Oxford
      Media Corp and Becoming Art, Inc.*** - On
      June 29, 2005 BEAI, a publicly-traded company with no operations, acquired
      all
      of the issued and outstanding Oxford common stock by issuing 5,790,836 shares
      of
      BEAI common stock to Oxford’s shareholders. In addition, 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. Upon the completion of this reorganization and
      acquisition, BEAI had 14,542,886 shares of common stock outstanding. Through
      the
      exchanges, both Oxford and CBC have become wholly-owned subsidiaries of
      BEAI.





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, and CBC had the only significant
      operations. Accordingly, CBC was determined to be the acquiring entity for
      financial reporting purposes.





Prior
      to
      the above acquisitions, for a period of two years CBC and Oxford had common
      management, were sharing proceeds from capital raised on joint efforts, shared
      office space, made all key business decisions jointly and held a limited amount
      of securities in each other’s entity. In addition, both entities were using the
      same legal counsel and filing registration statements on SB-2’s with the
      Securities and Exchange Commission in anticipation of consolidating the group.
      After the acquisition each member of management held in excess of 10% of the
      outstanding common stock of the combined entity. The Company’s management could
      be considered “Promoters” as they were working directly with each other in
      founding and organizing the consolidated business. Accordingly, the net assets
      of Oxford were valued at their carryover basis at the time of acquisition.
      The
      operations of Oxford have been included in the accompanying consolidated
      financial statements from the date of acquisition on June 29, 2005. In addition,
      at the time of acquisition Oxford had warrants to purchase 387,500 shares of
      Oxford’s common stock at prices ranging from $1.00 to $3.00. The warrants were
      fully vested at the time of the acquisition and were assumed by the
      Company.








9








***IT
      Network, Inc.*** - Oxford
      Media, Inc. through its wholly owned subsidiary, CBC, completed the acquisition
      of IT Net on September 1, 2005 with the Company issuing 400,000 shares of its
      common stock for the net assets of IT Net. The purchase price was valued at
      $800,000 with 50,000 shares of common stock valued at $100,000 allocable to
      the
      IT Net assets acquired and liabilities assumed with a fair value of $100,000
      and
      350,000 common shares valued at $700,000 charged to operations as a signing
      bonus as incentive for the former IT Net shareholders to join the Company as
      employees. The shares were valued at $2.00 per share which represented the
      fair
      value of stock issued in private placements just prior to the agreement to
      purchase IT Net. The Company acquired IT Net to operate the professional
      services side of the Company’s operations. The operations of IT Net have been
      included in the accompanying consolidated financial statements from the date
      of
      acquisition on September 1, 2005.





***PDHK
      Services, Inc.*** - On
      December 31, 2005, the Company acquired PDHK through the issuance of 350,000
      common shares valued at $700,000 or $2.00 per share which represented the
      average closing market price of the Company’s common stock at the time when the
      acquisition was agreed upon. In addition, under the acquisition agreement the
      Company assumed $158,000 of liabilities. PDHK was owned by two of the Company’s
      officers and shareholders. PDHK’s sole asset was the non exclusive rights to
      certain licenses and source code of software technology. The technology is
      to be
      used in the Company’s private broadband network. As the fair value of the
      Company’s common stock issued and the liabilities assumed were the most
      determinable value, the Company valued the software technology (see Note 3)
      at
      the combined amount of $858,000. The technology will be amortized over a period
      of five years based on the estimated useful life of the technology.





The
      unaudited pro forma financial results are displayed as if the acquisitions
      between CBC, BEAI, Oxford and PDHK took place on January 1, 2005. The unaudited
      pro forma results for the three months March 31, 2005 are listed
      below:





Pro
                forma operating loss for the three months ended 2005 was as
                follows:**Three
                Months Ended****March
                31, 2005**Revenues
            
            $
            1,032,827Net
                loss
            
            
            (714,815
            )Net
                loss applicable to common shareholders
            
            $
            (714,815
            )Basic
                net loss per share
            
            $
            (0.07
            )





**NOTE
      3 - SOFTWARE TECHNOLOGY**





S oftware
      technology, acquired with the acquisition of Oxford, includes the encoding
      necessary to encode deliver and monitor its VOD systems and has an estimated
      useful life of three years. It is being amortized over the greater of three
      years or based on the number of installations of the Company’s VOD digital
      system, at a rate of approximately $3,250 per installation or $132,782 per
      quarter (three year amortization rate). The amortization expense for the three
      months ended March 31, 2006 and 2005 was $132,782 and zero, respectively. In
      December 2005, the Company acquired certain licenses and rights to source code
      of some technology through the acquisition of PDHK. The technology was valued
      at
      $858,000 based on the liabilities assumed and the fair value of the common
      stock
      issued. The Company utilizes this technology in the private broadband network
      utilizing WiMAX technology and is amortizing the value over five years.
      Amortization expense for the three months ended March 31, 2006 and 2005 was
      $42,900 and zero, respectively





**NOTE
      4 - WHOLESALE FINANCING CREDIT LINE**





The
      Company maintains a $300,000 line of credit wholesale financing agreement with
      a
      finance company used for the Company’s purchases of computer hardware and
      software 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
      a
      letter of credit. Advances under the line of credit are provided as the Company
      purchases inventory. Principal and interest under the line of credit are due
      on
      the earlier of 60 days after the date of the advance and inventory purchase,
      or
      the date the Company sells the financed inventory. The interest rate varies
      for
      each advance and was 18% per annum at March 31, 2006. No interest is due if
      the
      amount advanced is paid within 60 days. The aggregate amount due under the
      line
      of credit was $300,000 and $171,710 at March 31, 2006 and December 31, 2005,
      respectively.





10








The
      Company has provided a $315,000 deposit with a bank that issued an irrevocable
      letter of credit to the finance company guaranteeing the wholesale financing
      agreement





**NOTE
      5 - NOTES PAYABLE**





In
      February 2006, an investor in the Company’s preferred stock issued a note to the
      Company in the amount of $1,666,666 whereby the Company received $1,490,000
      net
      of expenses. The note bears interest at 10% and is due with accrued interest
      on
      June 17, 2006. In connection with this bridge financing, the Company issued
      200,000 shares of its common stock, valued at $440,000 and the lender agreed
      to
      convert the note into a capital financing of $9.0 million or more. The offering
      expenses of $176,666 and the fair value of the common stock issued of $440,000
      was accounted for as a reduction to the proceeds as the fees were paid to
      parties related to the fund. The total discount of $616,666 is being amortized
      over the term of the note using the effective interest method. During the three
      months ended March 31, 2006, $216,666 of the discount was amortized to interest
      expense. As of March 31, 2006, $400,000 of the discount remained. In addition,
      under the terms of the note, the conversion price of the Preferred Stock was
      modified from $3.00 to $2.50 per share (Note 8).





On
      March
      31, 2006 the Company borrowed $300,000 under short-term notes with third parties
      with interest at 7% per annum. The note plus accrued interest is due upon the
      earlier of June 29, 2006 or the raising of $9.0 million in a qualifying
      offering. In connection with the notes, the Company agreed to issue 45,000
      shares of common stock valued at $90,000 based on the fair market value of
      the
      stock at the time of the transaction. The $90,000 was recorded as a discount
      to
      the notes and amortized using the effective interest method. As of March 31,
      2006, no amounts had been amortized. This stock obligation is included in
      accrued liabilities as of March 31, 2006.





Subsequent
      to March 31, 2006, the Company borrowed an additional $100,000 (Note
      10).





**NOTE
      6 - CONVERTIBLE NOTES PAYABLE TO RELATED PARTIES**





Aggregate
      principal balances of convertible notes payable to related parties were
      $1,470,000 at March 31, 2006. Interest expense incurred on the accompanying
      statement of operations was $29,400 for the three months ended March 31, 2006
      and 2005, each.





**NOTE
      7 - COMMITMENTS**




***Building
      Lease*** **-** The
      Company renewed the lease on its building effective March 1, **** 2006
      for
      a five year period providing for minimum annual lease payments of
      $353,664.





***Employment
      Contracts*** - The
      Company has entered into employment contracts with key executives (6
      individuals) that are three year contracts and provide minimum annual payments
      of $1,725,000 plus normal vacation, severance and other employee benefits.
      The
      employment contracts include standard severance packages related to
      terminations. Three of the employment contracts require the issuance of an
      aggregate 1.4 million shares of common stock. As of March 31, 2006, 1.0 million
      of the shares were vested. The remaining 400,000 shares vest over the period
      of
      two years. At the time of grant, the value of common stock was determined to
      be
      approximately $2.00 per share based on the closing market price of the Company’s
      common stock on the date of issuance. The Company is expensing the value of
      the
      shares over the vesting period. During the three months ended March 31, 2006,
      the Company recorded $2,000,000 in stock-based compensation expense and is
      included under stock compensation on the accompanying statement of operations
      for the three months ended March 31, 2006.





11








***Movie
      Studio Contract*** ** -
      The
      Company entered into a contract with a movie studio for movies to be provided
      through the Company’s VOD operations. The agreement requires minimum annual
      future movie royalty payments of $150,000 and $300,000 for the years beginning
      February 2007 and 2008, respectively.








**NOTE
      8 - EQUITY TRANSACTIONS**





***Series
      A Convertible Preferred Stock***





In
      February 2006, the Company repriced its warrants issued previously in the
      preferred stock truncation to $0.05 per share. The Company valued the warrant
      at
      the date of modification, resulting in a charge of $473,708 to the statement
      of
      operations. As of the date of modification, the warrant was valued at $820,009
      based upon the Black-Scholes option pricing model with the following
      assumptions: estimated volatility of 115%; risk-free interest rate of 4.4%;
      and
      an estimated life of the warrant of 0.01 years. Immediately, the warrant holder
      exercised the warrant for 400,000 shares of the Company’s common stock for
      $20,000. At the time of conversion the warrant liability of $820,009 was
      reclassified to additional paid-in capital.





In
      connection with the bridge financing discussed in Note 5, the conversion price
      of the preferred stock was modified from $3.00 to $2.50 per share. The Company
      valued the embedded conversion feature (“ECF”) at the date of modification
      resulting in a charge of $1,564,091 to the statement of operations. As of the
      date of modification, the fair value of the ECF was determined to be $2,763,794
      based on the based upon the Black-Scholes option pricing model with the
      following assumptions: estimated volatility of 115%; risk-free interest rate
      of
      4.4%; and an estimated life of 4.5 years.





At
      March
      31, 2006, the Company recorded the fair value of the ECF resulting in a credit
      to statement of operations of $142,774. The fair value of the ECF was determined
      to be $2,621,021 based on the based upon the Black-Scholes option pricing model
      with the following assumptions: estimated volatility of 115%; risk-free interest
      rate of 4.4%; and an estimated life of 4.5 years.





***Common
      Stock***





**Three
      Months Ended March 31, 2006:**





The
      Company issued a letter of intent to acquire WTI Communications, Inc. (“WTI”)
      whereby the Company would issue 1,000,000 shares of its common stock for all
      the
      outstanding stock of WTI. The WTI transaction was conditioned upon approval
      by
      the California Public Utilities Commission. In February 2006, the Company and
      the principals of WTI agreed to cancel the merger negotiations and an agreement
      was entered into on March 31, 2006, whereby the shareholders of WTI would
      receive 160,000 shares of the Company’s common stock and other considerations to
      cover their expenses in connection with the proposed transaction. The shares
      were valued at $2.00 based on closing price on the date of the agreement. The
      total cost of the settlement was $434,000 and is included in general and
      administrative expenses in the statement of operations for the three months
      ended March 31, 2006.





In
      addition, the Company issued 30,000 shares of common stock to a former employee.
      The shares were valued at $60,000 based on the closing market price on the
      date
      of the agreement.





**Three
      Months Ended March 31, 2005:**





From
      January to March 2005, the Company issued 62,500 shares of common stock for
      cash
      proceeds of $125,000, or $2.00 per share, received from investors under the
      terms of a new private placement offering. The private placement offering was
      solicited, however, no third-party investors subscribed to the offering.
      Management determined the fair value of its common stock to be $2.00. Since
      the
      Company’s management was attempting to solicit sales of its common stock at
      $2.00 per share, management believes this is the appropriate fair value to
      use
      for common stock sales and issuances during the year ended December 31, 2005,
      prior to trading on the Over-The-Counter Bulletin Board of the National
      Association of Securities Dealers.





12








During
      March 2005, the Company issued 5,000 shares of common stock for services for
      which the Company recognized a charge to operations of $10,000. The shares
      were
      valued based on the private placement around the time of issuance.





***Warrants***





In
      August
      2005, the Company issued to a lender 166,667 warrants to purchase one share
      of
      common stock at $3.00 per share. The warrants were exercisable upon issuance
      and
      expire August 31, 2010. In February 2006, the Company repriced the exercise
      price of the warrants to $2.00 per share and issued an additional warrant for
      the purchase of 83,333 shares of common stock. The modification and issuance
      was
      valued at $164,331 based upon the Black-Scholes option pricing model with the
      following assumptions: estimated volatility of 115%; risk-free interest rate
      of
      4.4%; and an estimated life of 4.5 years. The value was immediately expensed
      as
      interest expense to the statement of operations. The modification was done
      as an
      enticement for the holder to exercise.





**NOTE
      9 - SEGMENT INFORMATION**





Management
      of the Company has identified the following reportable business segments. Prior
      to July 1, 2005 the Company operated solely in the IT consulting, security
      training and communications under CBC. Oxford commenced operations in its media
      segment in late 2005. Segment information for the three months ended March
      31,
      2006 is as follows:





**Oxford****CBC**
            
            **Oxford**
            
            **Media,
                Inc.**
            
            **Combined****Total
                Assets**
            
            $
            798,942
            
            $
            1,752,979
            
            $
            1,669,134
            
            $
            4,221,055**Revenues**
            
            
            1,017,026
            
            
            32,959
            
            
            -
            
            
            1,049,985**Operating
                Loss**
            
            
            (145,586
            )
            
            (818,850
            )
            
            (3,089,397
            )
            
            (4,053,833
            )**Net
                Loss**
            
            $
            (175,820
            )
            $
            (818,925
            )
            $
            (5,385,896
            )
            $
            (6,380,641
            )




**NOTE
      10 - SUBSEQUENT EVENTS**





In
      April
      2006, the Company borrowed $100,000 under a short-term note from a third party
      with interest at 7% per annum. The note plus accrued interest is due upon the
      earlier of June 29, 2006 or the raising of $9.0 million in a qualifying
      offering. In connection with the note, the Company agreed to issue 15,000 shares
      of common stock valued at $30,000 based on a fair market value of the stock
      at
      the time of the transaction, which will be reflected as a discount to the note
      and amortized using the effective interest method.





In
      April
      2006, The Company issued 13,500 shares of its common stock, valued at $22,950
      for investor relation services. The shares were valued based on the fair market
      value of the stock at the time of the transaction **.**








13





**Item
                2.**
            **Management’s
                Discussion and Analysis or 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.





**Our
      Business**





In
      general, over the coming year, we plan to expand our business through both
      the
      growth of existing operations, and by acquiring related businesses and then
      using the benefits that come with these acquisitions to save costs and to
      increase our customer base and services as a combined entity.





The
      two
      related lines of business upon which we will focus are represented by our two
      subsidiaries, Oxford and CBC. For simplicity, we will discuss the specifics
      of
      each of these separately.





**1.
      Oxford**





Oxford
      provides proprietary hardware and software technology primarily for small to
      medium sized Multi-Dwelling Units and Hospitality properties for the
      cost-effective delivery of Video-on-Demand, on a Pay-Per-View basis.





As
      we
      continue to grow our core MDU and Hospitality business in Oxford, a substantial
      part of our expected increase in revenues will be from the deployment of WiMax
      technology on our wireless network, allowing us to deliver content and broadband
      Internet access to areas surrounding our Hospitality and MDU consumer base.
      At
      this time, WiMax remains unavailable in the United States, and thus we are
      focused for the time being on signing MDU and Hospitality customers for our
      existing Video on Demand services. These arrangements will also provide us
      with
      the roof top rights we will need for the future implementation of our WiMax
      related services when WiMax is available.





Initial
      sales efforts for these customers were slower than anticipated, and so we
      switched our staffing and marketing approach in February by entering into
      distributorship arrangements with existing providers of Free-to-Guest Services
      to these targeted hospitality properties. This approach to marketing is expected
      to provide us with a sales force of distributors who already have relationships
      with our targeted customers.





With
      this
      approach in place, we were able to substantially improve our initial poor sales
      efforts relatively quickly. By March 31, 2006, we had signed up 18 distributors
      with 7 more currently in process. This resulted in 9 new customers and 21 more
      currently in the final stages of negotiation, a substantial increase from our
      prior six months. Management now estimates our growth to include over 200 MDU
      and Hospitality properties by the end of 2006.





14








Innovative
      Media Solutions .
      On
      February 27, 2006, we entered into a letter of intent to acquire Innovative
      Media Solutions, Inc. IMS is a privately held company and is the leading IFE
      provider of wireless connectivity, portable entertainment and content solutions,
      including the Terminal Data Loader, Portable Entertainment Appliance (PEA)
      Systems and Digital Prizzm. Both parties cancelled the letter of intent in
      May
      2006.





**2.
      Creative Business Concepts, Inc.**





Much
      like
      Oxford, CBC has been seeking to expand its client base and thus its operations
      through the acquisitions of related businesses. On September 1, 2005, we
      acquired, through CBC, IT Networks, Inc., a boutique engineering and technology
      firm located in Orange County, California specializing in security architecture,
      Voice over Internet Protocol technology, infrastructure design, project
      management and convergence of technologies. This acquisition is expected to
      enhance our operations by adding experience, capacity and technology management
      to CBC’s current engineering division.





IT
      NET
      has been in the engineering and technology market place and developed critical
      relationships with corporate clientele for over the past 15 years.





We
      were
      also in the process at the end of 2005 of acquiring WTI Communications, Inc.,
      a
      California corporation. WTI is an Enhanced Service Provider, selling bundled
      technology solutions to commercial customers in the domestic U.S. market.
      Effectively, WTI provides integrated telecommunication solutions, with
      associated technology. However, subsequent to the reported period on April
      3,
      2006, by mutual agreement, we mutually agreed to terminate all proposed
      agreements and transactions related to the proposed acquisition. Both parties
      determined that a strategic alliance between the companies would better serve
      the interests of our respective clients and enable us and WTI to focus more
      effectively on our respective core strategies. The termination involves a
      payment by us to WTI of a combination of stock and cash overtime and was deemed
      effective as of March 31, 2006





It
      is our
      hope that this strategic alliance with WTI will still 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 in alliance with WTI as a business partner
      will be able to offer more complete communication technology
      solutions.





We
      are
      also currently, negotiating and evaluating other related business acquisitions
      that management believes will enhance our overall business plan within
      CBC.





**Off
      Balance Sheet Arrangements**





As
      of
      March 31, 2006, there were no off balance sheet arrangements.





**Liquidity
      and Capital Resources**





Initial
      sales efforts to targeted customers were slower than anticipated. As a
      consequence, the $4,000,000 in funding we received from Palisades Master Fund
      LP
      (“Palisades”) on September 23, 2005 was not sufficient for the implementation of
      our business plan, as originally anticipated. Consequently, on February 17,
      2006, we entered into a Bridge Loan Agreement (the “Loan Agreement”), again with
      Palisades, in which Palisades made a loan to us of $1,666,666.00 (the “Loan”).
      In addition to the note, we also issued to Palisades 200,000 shares of our
      common stock (the “Issued Shares”) as part of our consideration for making the
      Loan. The proceeds of the Loan are to be used solely for working capital and
      general corporate purposes. The note has an interest rate of 10% per annum
      and a
      maturity date of the earlier of (i) 120 days after the date of the note, or
      (ii)
      our receipt of gross proceeds of at least $9,000,000.00 in a financing or
      funding transaction.








15








Under
      the
      Loan Agreement, we have agreed to include the Issued Shares in any registration
      statement we may file in the future with the SEC covering the resale of the
      shares of common stock issued by us. As a condition to the closing of the Loan,
      we also agreed to reduce the conversion price of our Series A Convertible
      Preferred Stock to $2.50 per share from the current amount of $3.00 per share.
      A
      direct result of the reduction in the conversion price will be to enable
      Palisades to increase the number of shares of our common stock it will receive
      upon conversion. Prior to the reduction in the conversion price, Palisades
      would
      have received 1,333,333 shares of our common stock upon conversion. As a result
      of the reduction, Palisades will now receive 1,600,000 shares of our common
      stock, for an increase of 266,667 shares of our common stock. We also agreed
      to
      lower the exercise price on Palisades 400,000 warrants to $.05 per share. The
      warrants were immediately exercised by Palisades.





Management
      now anticipates further financing will be necessary to complete its business
      plan and pay off the Loan. We have engaged an investment banking firm to raise
      a
      maximum of $15 million to allow us to complete for our future growth in the
      VOD
      business and further expansion into a wireless Private Broadband network using
      WiMAX technology. The funding is expected in the second quarter of
      2006.





**Results
      of Operations for Period Ending March 31, 2006**





Revenues
      for the three months ended March 31, 2006 were $1,049,985 as compared with
      $1,032,827 for the three months ended March 31, 2005. The difference is
      generally the result of the ramping up of VOD sales through Oxford Media, Corp.
      Gross profit was $ 376,471 for the three months ended March 31, 2006 as compared
      with $257,410 for the three months ended March 31, 2005, with the improvement
      due to increased Service revenues versus Product revenues. Operating expenses
      were $ 4,430,304 for the three months ended March 31, 2006 as compared with
      $
      $478,250 for the same period in the prior year. The increase was generally
      due
      the fact that operating expenses for the three months March 31, 2005 represented
      expenses for only Creative Business Concepts, Inc. whereas 2006 operating
      expenses included Creative Business Concepts, Inc. $556,203, Oxford Media Corp.
      of $784,704 and Oxford Media, Inc. of $ 3,089,397. Included in operating
      expenses was stock based compensation of $2,000,000. Other expense included
      interest expense of $431,980 including non cash items, for warrant repricing
      and
      stock for loan fees amounting to $380,997. Other expense included a loss on
      derivative liability of $1,895,025. The net loss for the three months ended
      March 31, 2006 was $6,380,641 as compared with a net loss of $249,545 for the
      three months ended March 31, 2005. The loss per share was $0.39 for the three
      months ended March 31, 2006 as compared with a $ 0.05 loss for the three months
      ended March 31, 2005





**Item
                3.**
            **Controls
                and Procedures**




Our
        chief
        executive officer and chief financial officer evaluated the effectiveness
        of the
        design and operation of our disclosure controls and procedures (as defined
        in
        Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
        of 1934, as amended) as of the end of the period covered by this quarterly
        report on Form 10-QSB. Based on this evaluation, our chief executive
        officer and chief financial officer concluded that these disclosure controls
        and
        procedures need improvement to ensure that the information required to be
        disclosed in our reports filed or submitted under the Securities Exchange
        Act of
        1934, as amended, is recorded, processed, summarized and reported within
        the
        requisite time periods.
  In
        connection with its audit of the our consolidated financial statements for
        the
        year ended December 31, 2005, McKennon, Wilson & Morgan LLP, the
        Company’s 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 cutoffs; 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
        quarter-end closing of accounts and preparation of financial statements as
        and
        for the quarter ended March 31, 2006 and determined that no prior period
        financial statements were materially affected by such matters.
 
 In
        addition, the Company is currently in process of remediating such observations
        by McKennon Wilson & Morgan LLP. We plan on completing the integration of
        the accounting functions and responsibilities incurred from the merger of
        six
        companies within nine months, including the reverse merger into a public
        company. Accounting systems and procedures will be standardized. Accounting
        staffing will be increased to properly address the deficiencies in the internal
        control components that currently exist, which we believe will addresses
        each of
        the matters raised by, McKennon, Wilson & Morgan
        LLP.


16








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. An internal control system, no matter how well conceived and
      operated, can provide only reasonable, not absolute, assurance that the
      objectives of the control system are met. 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.

































































17








**PART
      II - OTHER INFORMATION**





**Item
                1.**
            **Legal
                Proceedings**





We
      are
      not a party to any material pending legal proceeding. We are not aware of any
      material 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.





**Item
                2.**
            **Unregistered
                Sales of Equity Securities and Use of
                Proceeds**




On
        January 24, 2006, we issued 400,000 shares of our common stock to a holder
        of
        warrants for an equal number of shares of common stock upon due exercise
        of the
        warrant and our receipt of the exercise price contained in the warrant. This
        issuance was exempt from registration under Section 4(2) of the Securities
        Act
        of 1933 pursuant to Regulation D, Rule 506, promulgated thereunder by the
        Securities and Exchange Commission. The shares were issued unrestricted pursuant
        to a registration statement filed with the Securities Exchange Commission
        and
        effective on January 5, 2006.
 
 On
        February 17, 2006, we issued 200,000 shares of our common stock pursuant
        to a
        Bridge Loan Agreement as partial consideration for the bridge loan made pursuant
        to that Agreement This issuance was exempt from registration under Section
        4(2)
        of the Securities Act of 1933.
 
 On
        February 16, 2006, we issued 800,000 shares of our common stock to one of
        our
        executives pursuant to an Employment Agreement dated February 15, 2006 (subject
        to substantial risks of forfeiture contained in that Employment Agreement).
        This
        issuance was exempt from registration under Section 4(2) of the Securities
        Act
        of 1933.
 
 On
        March
        1, 2006, we issued 100,000 shares of our common stock to one of our executives
        pursuant to an Employment Agreement dated October 1, 2005. This issuance
        was
        exempt from registration under Section 4(2) of the Securities Act of
        1933.
 
 On
        March
        1, 2006, we issued 100,000 shares of our common stock to one of our executives
        pursuant to an Employment Agreement dated October 1, 2005. This issuance
        was
        exempt from registration under Section 4(2) of the Securities Act of
        1933.
 
 On
        March
        6, 2006, we issued 30,000 shares of our common stock to a former employee
        in
        connection with his employment agreement and the termination related agreement
        executed by that former employee. This issuance was exempt from registration
        under Section 4(2) of the Securities Act of 1933.
 
 On
        March
        31, 2006, we issued 160,000 shares of our common stock pursuant to a
        Supplemental Settlement Agreement as partial consideration for a release
        of
        claims related to a cancelled proposed acquisition. This issuance was exempt
        from registration under Section 4(2) of the Securities Act of 1933.
  Except
        as
        noted, none of the 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 thereunder by the Securities and Exchange Commission, or
        generally under Section 4(2) of the Act. Each purchaser represented the
        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 each recipient
        (other than the person exercising the warrants as noted above) contain an
        appropriate legend identifying it as restricted stock.





18








**Item
                3.**
            **Defaults
                upon Senior Securities**





None





**Item
                4.**
            **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, 2006.





**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.
            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





















































19











**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
                12, 2005**
            By:
            **/s/
                Lewis
                Jaffe****Lewis
                Jaffe**Title:
            **Chief
                Executive Officer**











































































20