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 May 31, 2005
                                                  ------------

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

                    For the transition period             to
                                             ------------    -----------

                    Commission File Number:  333-117257
                                             ----------

                                Becoming Art Inc.
        -----------------------------------------------------------------
        (Exact name of small Business Issuer as specified in its charter)

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


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

                                 (949) 341-0050
                                 --------------
                           (Issuer's telephone number)

  867 West 8th Avenue,  Vancouver,  British  Columbia, Canada V5Z 1E3
  ----------------------------------------------------------------------
               (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:  9,884,550 common shares as of June 1,
2005.

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

<PAGE>

                                TABLE OF CONTENTS
                                                                         Page

 PART I - FINANCIAL INFORMATION

   Item 1:   Financial Statements                                         3
   Item 2:   Plan of Operation                                            4
   Item 3:   Controls and Procedures                                      8

 PART II - OTHER INFORMATION

   Item 1:   Legal Proceedings                                            9
   Item 2:   Unregistered Sales of Equity Securities and Use of Proceeds  9
   Item 3:   Defaults Upon Senior Securities                              9
   Item 4:   Submission of Matters to a Vote of Security Holders          9
   Item 5:   Other Information                                            9
   Item 6:   Exhibits                                                     9


<PAGE>

                                BECOMING ART INC.

                          (A Development Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                                  May 31, 2005

                                   (Unaudited)

BALANCE SHEETS

INTERIM STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY

INTERIM STATEMENTS OF CASH FLOWS

NOTES TO INTERIM FINANCIAL STATEMENTS

<PAGE>

                                BECOMING ART INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                 May 31,          November 30,
                                                                                   2005               2004
                                                                                   ----               ----
                                                                               (Unaudited)          (Audited)
<S>                                                                          <C>                 <C>
                                                     ASSETS
Current
   Cash                                                                      $       10,067      $       19,885
                                                                             --------------      --------------
                                                                             $       10,067      $       19,885
                                                                             ==============      ==============

                                                   LIABILITIES
Current
   Accounts payable and accrued liabilities                                  $        8,757      $        7,407
                                                                             --------------      --------------

                                              STOCKHOLDERS' EQUITY
Capital Stock (Note 4)
Common stock, $0.001 par value
      75,000,000 shares authorized
      9,884,550 shares issued and outstanding (2004: 9,884,550)                       9,885               9,885
Additional paid in capital                                                           18,120              18,120
Deficit accumulated during the development stage                                (    26,695)        (    15,527)
                                                                             --------------      =--------------
                                                                                      1,310              12,478
                                                                             --------------      ---------------
                                                                             $       10,067      $       19,885
                                                                             ==============      ===============
Nature and Continuance of Operations - Note 1
</TABLE>



          The accompanying notes are an integral part of these interim
                              financial statements

<PAGE>

                                BECOMING ART INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                                 October 13, 2003
                                             Three months ended                       Six months ended            (Inception) to
                                         May 31,             May 31,             May 31,            May 31,           May 31,
                                          2005                2004                2005                2004             2005
                                          ----                ----                ----                ----             ----

<S>                                 <C>                 <C>                 <C>                 <C>                <C>
Expenses
   Accounting and audit fees        $           1,428   $           2,659   $           2,856   $           3,066  $      11,971
   Bank charges                                    23                  45                  71                 145            321
   Filing                                         559                   -               1,241                   -          3,123
   Legal                                            -               1,530               6,000               1,530          9,530
   Office                                           -                   -                   -                   -            750
   Transfer agent                                   -                   -               1,000                   -          1,000
                                    -----------------   -----------------   -----------------   -----------------  --------------
Net loss for the period             $          (2,010)  $          (4,234)  $         (11,168)  $          (4,741) $     (26,695)
                                    =================   =================   =================   =================  ==============



Basic net loss per share            $          (0.00)   $          (0.00)   $          (0.00)   $          (0.00)
                                    ================    =================   =================   =================
Weighted average number of shares
outstanding                                9,884,550            9,124,200          9,884,550            4,537,170
                                    ================    =================   =================   ==================
</TABLE>


              The accompanying notes are an integral part of these
                          interim financial statements


<PAGE>


                                BECOMING ART INC.
                          (A Development Stage Company)
                        INTERIM STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                       October 13, 2003
                                                                        Six months ended                (Inception) to
                                                                   May 31,             May 31,              May 31,
                                                                    2005                2004                 2005
                                                                    ----                ----                 ----

<S>                                                           <C>                 <C>                 <C>
Cash flows from operating activities
   Net loss for the period                                    $  (       11,168)  $  (        4,741)  $  (       26,695)
   Changes in non-cash working capital items:
     Accounts payable and accrued liabilities                             1,350               1,589               8,757
                                                              -----------------   -----------------   ------------------
Net cash flows used in operating activities                      (        9,818)     (        3,152)     (       17,938)
                                                              =================   =================   ==================

Cash flows from financing activities
   Common stock subscriptions and sales                                       -               4,125              28,005
                                                              -----------------   -----------------   ------------------
Net cash flows from financing activities                                      -               4,125              28,005
                                                              -----------------   -----------------   ------------------
(Decrease) increase in cash during the period                  (          9,818)                973              10,067

Cash, beginning of the period                                            19,885              23,871                   -
                                                              -----------------   -----------------   ------------------
Cash, end of the period                                       $          10,067   $          24,844   $          10,067
                                                              =================   =================   ==================
</TABLE>



              The accompanying notes are an integral part of these
                          interim financial statements


<PAGE>


                                BECOMING ART INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
        for the period October 13, 2003 (Inception) to May 31, 2005
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                                          Deficit
                                                                                                        Accumulated
                                                                         Additional                     During the
                                                 Common Shares            Paid-in      Subscriptions    Development
                                           --------------------------
                                            Number        Par Value       Capital        Received          Stage        Total
                                            ------        ---------       -------        --------          -----        -----
<S>                                       <C>             <C>            <C>           <C>            <C>             <C>
Common stock subscribed                            -       $        -     $        -    $     23,880  $           -   $  23,880
Net loss for the period  from  October 13,
2003 (inception) to November 30, 2003              -                -              -               -     (    2,309)   (  2,309)
                                          ----------      -----------    -----------   -------------  --------------  ----------
Balance as at November 30, 2003                    -                -              -          23,880     (    2,309)     21,571

Common stock subscriptions received                -                -              -           4,125              -       4,125
Common stock issued at $0.001              9,855,000            9,855              -   (      9,855)              -           -
Common stock issued at $0.50                  22,800               23         11,377   (     11,400)              -           -
Common stock issued at $1.00                   6,750                7          6,743   (      6,750)              -           -
Net loss for the year                              -                -              -               -     (   13,218)   (  13,218)
                                          ----------      -----------    -----------   -------------  --------------  ----------
Balance as at November 30, 2004            9,884,550            9,885         18,120               -     (   15,527)      12,478

Net loss for the period                            -                -              -               -     (   11,168)   (  11,168)
                                          ----------      -----------    -----------   -------------  --------------  ----------
Balance as at May 31, 2005                 9,884,550       $    9,885    $    18,120    $          -  $  (   26,695)  $    1,310
                                          ==========      ===========    ===========   =============  ==============  ==========
</TABLE>


              The accompanying notes are an integral part of these
                          interim financial statements


<PAGE>


                                BECOMING ART INC.
                          (A Development Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  May 31, 2005
                                   (Unaudited)


Note 1        Nature and Continuance of Operations
              ------------------------------------
              The Company was incorporated in the State of Nevada on October 13,
              2003  and is in the  development  stage  of its  planned  business
              operations,  being the  wholesale  and  retail  distribution  of a
              collection  of digitally  reproduced  images  through a network of
              sales  representatives.   The  Company  intends  to  purchase  the
              reproduction  rights to  original  artworks.  It then  intends  to
              replicate the artworks and sell the  reproductions to art dealers,
              distributors,  mass  retailers  and  consumers.  The  artist  will
              receive approximately 10% of the gross profit and the Company will
              receive  approximately  90% of the gross profit generated from the
              sale of these art  reproductions.  Initially,  the Company's sales
              and marketing  programs will be conducted  solely by the Company's
              two directors.

              These financial statements have been prepared on the going concern
              basis  of  accounting.  The  Company  has  incurred  losses  since
              inception  resulting in an  accumulated  deficit of $26,695  since
              inception and further losses are anticipated in the development of
              its business raising substantial doubt about the Company's ability
              to continue as a going concern. Its ability to continue as a going
              concern is  dependent  upon the ability of the Company to generate
              profitable operations in the future and/or to obtain the necessary
              financing  to meet  its  obligations  and  repay  its  liabilities
              arising  from  normal  business  operations  when  they  come due.
              Management  plans  to rely on the sale of its  equity  in order to
              fund  business  operations.  The  issuances of  additional  equity
              securities by the Company  would result in a significant  dilution
              in the equity interests of its current  stockholders.  The Company
              does not have any  arrangements  in place  for any  future  equity
              financing.

              The  Company's  future  capital  requirements  will depend on many
              factors,  including costs of establishing its business,  cash flow
              from operations, and competition and global market conditions. The
              Company's  anticipated  recurring  operating  losses  and  growing
              working  capital  needs  will  require  that it obtain  additional
              capital to operate its business.

              Unaudited Interim Financial Statements
              --------------------------------------
              The accompanying  unaudited interim financial statements have been
              prepared  in  accordance   with  generally   accepted   accounting
              principles  for  interim   financial   information  and  with  the
              instructions  to Form  10-QSB  of  Regulation  S-B.  They  may not
              include  all  information  and  footnotes  required  by  generally
              accepted accounting  principles for complete financial statements.
              However,  except as disclosed herein,  there have been no material
              changes in the information disclosed in the notes to the financial
              statements  for the year ended  November 30, 2004  included in the
              Company's  Annual Report on Form 10-KSB filed with the  Securities
              and  Exchange   Commission.   The  interim   unaudited   financial
              statements  should be read in  conjunction  with  those  financial
              statements  included  in  the  Form  10-KSB.  In  the  opinion  of
              Management,  all  adjustments  considered  necessary  for  a  fair
              presentation,  consisting solely of normal recurring  adjustments,
              have been made. Operating results for the six months ended May 31,
              2005 are not  necessarily  indicative  of the results  that may be
              expected for the year ending November 30, 2005.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------
              Basis of Presentation
              ---------------------
              The  financial  statements  of the Company  have been  prepared in
              accordance with generally  accepted  accounting  principles in the
              United States of America and are presented in US dollars.

              Development Stage Company
              -------------------------
              The  Company  is a  development  stage  enterprise,  as defined in
              Financial  Accounting  Standards  Board  No.  7.  The  Company  is
              devoting all of its present efforts to securing and establishing a
              new business.  Its planned principal operations have not commenced
              and   accordingly,   no  revenue  has  been  derived   during  the
              organizational period.

<PAGE>
Becoming Art Inc.
(A Development Stage Company)
Notes to the Financial Statements
May 31, 2005
(Unaudited) - Page 2
------------

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------
              Use of Estimates and Assumptions
              --------------------------------
              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  and  disclosure of contingent  assets and
              liabilities  at the  date  of the  financial  statements  and  the
              reported  amounts of  revenues  and  expenses  during the  period.
              Actual results could differ from those estimates.

              Revenue Recognition
              -------------------
              The Company's  revenue  recognition  policy is based on the actual
              sale and payment of reproduced art to its clients. Revenue will be
              recognized  when the  Company  ships the product to the client and
              provided that collection is reasonably assured.

              Foreign Currency Translation
              ----------------------------
              The financial  statements are presented in United States  dollars.
              In accordance with Statement of Financial Accounting Standards No.
              52, "Foreign Currency  Translation",  foreign denominated monetary
              assets and  liabilities  are  translated  to their  United  States
              dollar equivalents using foreign exchange rates which prevailed at
              the balance  sheet date.  Revenue and expenses are  translated  at
              average  rates of exchange  during the year.  Related  translation
              adjustments are reported as a separate  component of stockholders'
              equity,  whereas gains or losses  resulting from foreign  currency
              transactions are included in results of operations.

              Fair Value of Financial Instruments
              -----------------------------------
              The  carrying  value  of cash and  accounts  payable  and  accrued
              liabilities  approximates  their fair  value  because of the short
              maturity  of these  instruments.  Unless  otherwise  noted,  it is
              management's   opinion   that  the   Company  is  not  exposed  to
              significant interest,  currency or credit risks arising from these
              financial instruments.

              Income Taxes
              ------------
              The Company follows the liability  method of accounting for income
              taxes.   Under  this  method,   deferred  income  tax  assets  and
              liabilities  are  recognized  for the estimated  tax  consequences
              attributable  to  differences   between  the  financial  statement
              carrying values and their  respective  income tax basis (temporary
              differences).  The  effect  on  deferred  income  tax  assets  and
              liabilities  of a change in tax rates is  recognized  in income in
              the period that  includes the  enactment  date.  At May 31, 2005 a
              full deferred tax asset valuation  allowance has been provided and
              no deferred tax asset benefit has been recorded.

              Basic and Diluted Loss Per Share
              --------------------------------
              Basic  earnings per share  includes no dilution and is computed by
              dividing income  available to common  stockholders by the weighted
              average  number  of  common  shares  outstanding  for the  period.
              Dilutive  earnings per share  reflects the  potential  dilution of
              securities  that  could  share  in the  earnings  of the  Company.
              Because  the  Company  does  not  have  any  potentially  dilutive
              securities,  the  accompanying  presentation is only of basic loss
              per share.

              Stock-Based Compensation
              ------------------------
              In December 2002, the Financial  Accounting Standards Board issued
              Financial Accounting Standard No. 148, "Accounting for Stock-Based
              Compensation - Transition  and  Disclosure"  ("SFAS No. 148"),  an
              amendment of Financial Accounting Standard No. 123 "Accounting for
              Stock-Based  Compensation"  ("SFAS No. 123").  The purpose of SFAS
              No. 148 is to: (1) provide  alternative  methods of transition for
              an entity that voluntarily  changes to the fair value based method
              of accounting for stock-based employee compensation, (2) amend the
              disclosure  provisions to require  prominent  disclosure about the
              effects on reported  net income of an entity's  accounting  policy
              decisions with respect to stock-based employee  compensation,  and
              (3) to require  disclosure of those  effects in interim  financial
              information.  The  disclosure  provisions  of SFAS  No.  148  were
              effective for the Company for the year ended November 30, 2003.

<PAGE>

Becoming Art Inc.
(A Development Stage Company)
Notes to the Financial Statements
May 31, 2005
(Unaudited) - Page 3
------------

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Stock-Based Compensation - (cont'd)
              ------------------------
              The Company  has  elected to  continue to account for  stock-based
              employee   compensation   arrangements   in  accordance  with  the
              provisions  of  Accounting   Principles   Board  Opinion  No.  25,
              "Accounting  for Stock  Issued to  Employees",  ("APB No. 25") and
              comply with the  disclosure  provisions of SFAS No. 123 as amended
              by SFAS No. 148 as described  above.  In addition,  in  accordance
              with SFAS No. 123 the Company  applies the fair value method using
              the Black-Scholes  option-pricing  model in accounting for options
              granted to consultants. Under APB No. 25, compensation expense for
              employees is recognized  based on the  difference,  if any, on the
              date of grant  between the  estimated  fair value of the Company's
              stock and the amount an  employee  must pay to acquire  the stock.
              Compensation  expense is recognized  immediately for past services
              and pro-rata for future services over the  option-vesting  period.
              To May 31, 2005 the Company has not granted any stock options.

              The Company accounts for equity instruments issued in exchange for
              the  receipt of goods or  services  from other than  employees  in
              accordance  with SFAS No. 123 and the  conclusions  reached by the
              Emerging Issues Task Force in Issue No. 96-18.  Costs are measured
              at the estimated fair market value of the  consideration  received
              or the  estimated  fair  value of the equity  instruments  issued,
              whichever  is  more  reliably  measurable.  The  value  of  equity
              instruments issued for consideration  other than employee services
              is  determined  on the  earliest of a  performance  commitment  or
              completion of  performance by the provider of goods or services as
              defined by EITF 96-18.

              The  Company  has also  adopted the  provisions  of the  Financial
              Accounting  Standards Board Interpretation  No.44,  Accounting for
              Certain   Transactions   Involving   Stock   Compensation   -   An
              Interpretation  of APB Opinion No. 25 ("FIN 44"),  which  provides
              guidance as to certain applications of APB 25. FIN 44 is generally
              effective  July 1,  2000  with the  exception  of  certain  events
              occurring after December 15, 1998.

Note 3        Art Business
              ------------
              To date the Company has signed  ten-year  license  agreements with
              four   different   artists   providing   the   Company   with  the
              non-exclusive right to certain original artworks. The Company will
              reproduce  these  artworks  for  resale.  Under  the  terms of the
              license  agreements,  the Company  will pay the artists 10% of the
              gross profits realized on the sale of the reproduction images. The
              Company intends to increase,  through further license  agreements,
              its inventory of licensed  original  artworks for reproduction and
              sale into the North American market.

              A further component to the Company's planned business operation is
              to develop a  wholesale  art  distribution  network  across  North
              America.   The  Company  is  actively   seeking  to  achieve  this
              objective,  however, no wholesale art distribution agreements have
              been signed at this time.

Note 4        Capital Stock
              -------------
              The Company's original number of authorized shares of common stock
              was 25,000 with no par value which was amended to 75,000,000  with
              a par value of $0.001 effective December 3, 2003.

              On March 8, 2004 9,855,000 common shares were issued at $0.001 for
              proceeds of $9,855,  22,800 common shares were issued at $0.50 per
              share for proceeds of $11,400 and 6,750 common  shares were issued
              at $1.00 per share for proceeds of $6,750, resulting in a total of
              9,884,550 shares of common stock issued and outstanding.  Of these
              proceeds, $23,880 had been received as of November 30, 2003.

              At May 31, 2005, the Company has not granted any stock options and
              has not recorded any stock-based compensation.

<PAGE>

Becoming Art Inc.
(A Development Stage Company)
Notes to the Financial Statements
May 31, 2005
(Unaudited) - Page 4
------------

Note 5        Income Taxes
              ------------
              The  significant  components of the Company's  deferred tax assets
              are as follows:

                                                    May 31,       November 30,
                                                     2005             2004
                                                     ----             ----
             Deferred Tax Assets
               Non-capital loss carryforward       $    4,004      $    2,250
               Less:  valuation allowance for
                 deferred tax asset                (    4,004)     (    2,250)
                                                   -----------     ------------
                                                   $        -      $        -


              There were no temporary  differences between the Company's tax and
              financial bases that result in deferred tax assets, except for the
              Company's   net   operating   loss   carryforwards   amounting  to
              approximately  $26,700  at  May  31,  2005  (November  30,  2004 -
              $15,500)  which may be available to reduce future  year's  taxable
              income.

              These  carryforwards  will expire, if not utilized,  commencing in
              2023.  Management  believes that the  realization  of the benefits
              from  these  deferred  tax  assets  appears  uncertain  due to the
              Company's  limited   operating  history  and  continuing   losses.
              Accordingly  a full,  deferred tax asset  valuation  allowance has
              been provided and no deferred tax asset benefit has been recorded.


<PAGE>


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

During the quarter,  management decided to abandon our business plan relating to
the  distribution of high quality fine art  reproductions  in North America.  We
were unable to raise the  additional  proceeds  we required to proceed  with our
business plan and were also unable to generate any wholesale or retail  interest
in the artworks we have under license.

Following  the  end of the  reported  quarter,  as part  of our  search  for new
business  opportunities,  we entered into  negotiations and then consummated two
merger  agreements  with a group of  associated  companies.  The  following is a
description  of the  agreements  and  related  arrangements  involved  in  these
transactions.

OXFORD MERGER

Effective June 29, 2005, Oxford Media Acquisition Corp. ("Oxford Merger Sub"), a
Delaware  corporation and newly formed  wholly-owned  subsidiary of Becoming Art
Inc. (the "Company" or "Registrant")  entered into and executed an Agreement and
Plan of Merger (the  "Oxford  Merger  Agreement")  with Oxford  Media  Corp.,  a
Delaware corporation ("Oxford") in which, among other things:

(a) Oxford  acquired and assumed all of the assets,  business,  obligations,
and liabilities of Oxford Merger Sub, as provided for and qualified herein;

(b) each issued and  outstanding  share of common stock of Oxford was  converted
into shares of common stock of the Company in accordance  with the provisions of
the Oxford Merger Agreement;

<PAGE>

(c) each issued and  outstanding  share of common stock of Oxford Merger Sub was
converted  into  shares  of  common  stock  of  Oxford  in  accordance  with the
provisions of the Oxford Merger Agreement;

(d) Oxford Merger Sub disappeared and cease to be an active corporation; and

(e) Oxford became a direct, wholly-owned subsidiary of the Company.

Basic  Transaction.  On and  subject to the terms and  conditions  of the Oxford
Merger  Agreement,  and pursuant to Delaware  Law,  Oxford Merger Sub was merged
with and into Oxford (the "Oxford  Merger").  Immediately  following  the Oxford
Merger, the corporate existence of Oxford Merger Sub ceased and Oxford continued
as the surviving  corporation  (Oxford is therefore sometimes referred to herein
as the Surviving  Corporation).  Surviving  Corporation succeeded to and assumed
all of the rights  and  obligations  of Oxford  Merger  Sub in  accordance  with
Delaware Law.

Effects of the Oxford Merger.

1. General.  The Oxford Merger became  legally  effective at the time Oxford and
Oxford Merger Sub filed a  Certificate  of Oxford  Merger (the  "Certificate  of
Oxford  Merger") with the Secretary of State of the State of Delaware,  June 29,
2005, which was the "Oxford Effective Date" under the Oxford Merger Agreement.

2. Certificate of  Incorporation.  The Certificate of Incorporation of Oxford in
effect  at and as of the  Oxford  Effective  Date  remains  the  Certificate  of
Incorporation of Surviving  Corporation  after the Oxford Effective Date without
any further modification or amendment (the "Oxford Certificate").

3.  Bylaws.  The Bylaws of Oxford in effect at and as of the Oxford  Effective
Date  remain  the Bylaws of the  Surviving  Corporation without any further
modification or amendment (the "Bylaws").

4. Directors and Officers of Oxford. Mr. Mike Hanson  and Mr.   Clark   McFadden
have resigned as the  Registrant's    sole   officers. Thomas   Hemingway, David
Noyes, and T. Richard Hutt have been appointed as the Registrant's new officers,
assuming the positions of Chief Executive Officer, Chief Financial Officer, and
Secretary, respectively, as  of    and on June 29, 2005. Mr. Mike Hanson and Mr.
Clark McFadden have also resigned as   the   Registrant's sole directors pending
effectiveness of this Information Statement, and   Messrs.   Hemingway  and Hutt
have been appointed to the board pending the effectiveness of this filing.

<PAGE>

5. Directors and Officers of the Company.  In accordance with the Oxford Merger
Agreement:

(a) Immediately  prior to the Oxford Effective Date the directors of the Company
have  taken all  necessary  action to remove all  officers  of the  Company  and
designate  and appoint the  individuals  noted in Exhibits to the Oxford  Merger
Agreement  to assume the  respective  officer  positions as of and at the Oxford
Effective Date.

(b) Immediately  prior to the Oxford Effective Date the directors of the Company
have taken all necessary  action to: (1) appoint as directors those  individuals
listed in the Oxford Merger  Agreement;  and, (2) accept  resignations  from all
other directors of the Oxford,  with said  resignations  and  appointments to be
effective  as provided by federal law  following  the filing of the  appropriate
forms with the  Securities  and Exchange  Commission  and taking such actions as
required thereof.

(c) The new directors and officers of the Company shall retain their  respective
positions  until the  earlier of their  resignation  or  removal or until  their
respective successors are duly elected and qualified, as the case may be.

6. Conversion of Oxford Merger Sub Stock. Subject to the terms and conditions of
the Oxford  Merger  Agreement,  at the Oxford  Effective  Date, by virtue of the
Oxford  Merger and without any further  action on the part of the Parties,  each
share of Oxford Merger Sub Stock issued and outstanding immediately prior to the
Oxford  Effective  Date was  converted  into and became one (1) validly  issued,
fully paid, and non-assessable share of Oxford Common Stock.

7.  Conversion  of  Oxford  Common  Stock.  Upon the terms  and  subject  to the
conditions  of the Oxford Merger  Agreement,  at the Oxford  Effective  Date, by
virtue of the Oxford  Merger and without any action on the part of Oxford Merger
Sub, Oxford,  or the holders of any of the following  securities,  the following
occurred:

(a)  Conversion  of  Shares.  Each  share of  Oxford  Common  Stock  issued  and
outstanding  immediately  prior to the Oxford  Effective  Date  (other  than any
shares of Oxford  Common  Stock to be  cancelled  pursuant to the Oxford  Merger
Agreement),  and any  Dissenting  Shares were  cancelled  and  extinguished  and
automatically  converted  into  the  right to  receive,  upon  surrender  of the
certificate(s)  representing  such Oxford Common Stock in the manner provided in
the Oxford Merger Agreement one (1) duly authorized, validly issued, fully paid,
and non-assessable shares of the Company Common Stock. All such shares of Oxford
Common Stock are no longer  outstanding  and are  cancelled and retired and have
ceased to exist.  The Oxford  Shareholders  were issued  5,878,336 shares of the
Company's common stock as a result of this Merger.

(b)  Cancellation of Treasury and the  Company-Owned  Shares.  All Oxford Common
Stock held by Oxford or owned by Oxford  Merger Sub, the Company,  or any direct
or indirect  wholly-owned  subsidiary  of Oxford or of the  Company  immediately
prior to the Oxford Effective Date were cancelled and  extinguished  without any
conversion thereof.

(c)  Fractional  Shares.  No fraction of a share of the Company Common Stock was
issued by virtue of the Oxford Merger, but in lieu thereof each holder of shares
of Oxford Common Stock who would  otherwise be entitled to a fraction of a share
of the Company  Common Stock (after  aggregating  all  fractional  shares of the
Company Common Stock that otherwise would be received by such holder) received a
total  number of the Company  Common  Stock  rounded  down to the closest  whole
number.

8. Stock Options;  Employee Stock Purchase Plans. At the Oxford  Effective Date,
by virtue of the Oxford  Merger and without any action on the part of any holder
of  outstanding  options to purchase  Oxford  Common  Stock (the  "Oxford  Stock
Options"),  each Oxford Stock Option,  whether vested or unvested, and all stock
option plans or other  equity-related  plans or  agreements,  including  but not
limited to warrants and convertible  notes of Oxford (the "Oxford Stock Plans"),
insofar as they relate to Oxford Stock Options,  were assumed by the Company and
the  Oxford  Stock  Options  became an option to acquire  shares of the  Company
Common  Stock,  on the same terms and  conditions as were  applicable  under the
Oxford Stock Option immediately prior to the Oxford Effective Date, except that:
(a) such assumed  Oxford Stock  Option shall be  exercisable  for that number of
whole shares of the Company  Common Stock equal to the product  (rounded down to
the nearest  whole  number of shares of the Company  Common  Stock)  obtained by
multiplying  the  number  of shares of Oxford  Common  Stock  issuable  upon the
exercise of such Oxford Stock Option  immediately prior to the Effective Time by
the conversion ratio referenced in the Oxford Merger Agreement; and, (b) the per
share  exercise  price for the shares of the Company  Common Stock issuable upon
exercise of such  assumed  Oxford Stock  Options  shall be equal to the quotient
(rounded up to the nearest whole cent)  obtained by dividing the exercise  price
per share of the  Oxford  Common  Stock for which the  Oxford  Stock  Option was
exercisable  immediately  prior to the Effective  Time by the  conversion  ratio
referenced  in the Oxford Merger  Agreement.  The Oxford  Shareholders  received
warrants and options to purchase  375,000  shares of the Company's  common stock
(250,000  shares at $1.00 per share and 125,000  shares at $3.00 per share) as a
result of this Merger.

<PAGE>

9. The Company  Shares.  Each share of the Company Common Stock issued and
outstanding at and as of the Oxford  Effective Date remains issued and
outstanding.

10. Tax-Free  Reorganization.  The Parties  designed the Oxford Merger so as to
be treated as a tax free plan of  reorganization  under Section 368(a) of the
Code.

Description of Oxford and its Business

Oxford Media Corp. ("Oxford") was organized as a Delaware corporation in January
1999. Oxford is a developer of Private Broadband  Networks ("PBN") which enables
Oxford to provide the following services: low-cost broadband Internet access and
video and  audio  content  on  demand  and on a  Pay-Per-View  basis.  Oxford is
currently in the process seeking to acquire  digital video on demand  companies.
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 SkyPath  acquisition  is expected to be
finalized in the 3rd quarter of 2005.

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  ("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 Company 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 early installations will be
located in smaller rural  markets,  under-served  by broadband and cable access.
Utilizing  the roof tops of our 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  Private  Broadband  Network (PBN).  Oxford's high speed
wireless,  two-way  digital  communications  capability  enables  us to  provide
interactive  services which will improve  customer  satisfaction  and help lower
operating costs. These value-added services help Oxford's cable partners improve
their  service to their guests,  building  customer  loyalty  while  controlling
costs.

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

<PAGE>

Oxford's  wireless  PBN will  allow  customers  within  a 30 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 being  delivered on the Oxford PBN are of the highest  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.

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 in the community and
providing broadband access to it is a new concept.

CBC MERGER

Effective July 6, 2005, CBC Acquisition  Corp.  ("CBC Merger Sub"), a California
corporation  and a  wholly-owned  subsidiary  of the  Company,  entered  into an
Agreement and Plan of Merger (the "CBC Merger Agreement") with Creative Business
Concepts, Inc., a California corporation ("CBC") in which, among other things:

(a) CBC will acquire and assume all of the assets,  business,  obligations,  and
liabilities of CBC Merger Sub, as provided for and qualified herein;

(b) each issued and  outstanding  share of common stock of CBC will be converted
into shares of common stock of the Company in accordance  with the provisions of
the CBC Merger Agreement;

(c) each issued and outstanding  share of common stock of CBC Merger Sub will be
converted  into shares of common stock of CBC in accordance  with the provisions
of the CBC Merger Agreement;

(d) CBC Merger Sub will disappear and cease to be an active corporation; and

(e) CBC will become a direct, wholly-owned subsidiary of the Company.

Basic Transaction.  On and subject to the terms and conditions of the CBC Merger
Agreement,  and pursuant to  California  Law, CBC Merger Sub will be merged with
and into CBC (the "CBC  Merger").  Immediately  following  the CBC  Merger,  the
corporate  existence of CBC Merger Sub ceased and CBC continued as the surviving
corporation  (CBC is  therefore  sometimes  referred to herein as the  Surviving
Corporation).  Surviving  Corporation  will  succeed to and  assumed  all of the
rights and obligations of CBC Merger Sub in accordance with California Law.

Effects of the CBC Merger.

1. General.  The CBC Merger will become  legally  effective  (the "CBC Effective
Date") upon approval of the CBC  shareholders  and the filing with the Secretary
of State of the State California the following  documents:  (i) Agreement of CBC
Merger;  (ii)  Certificate  of Approval of  Agreement  of CBC Merger of Company;
(iii)  Certificate  of Approval of Agreement of CBC;  and, (iv)  Certificate  of
Approval of  Agreement of CBC Merger of CBC Merger Sub, all expected to occur on
or about July 22, 2005.

<PAGE>

2. Certificate of Incorporation.  The Articles of Incorporation of CBC in effect
at and as of the CBC Effective  Date shall remain the Articles of  Incorporation
of  Surviving  Corporation  after the CBC  Effective  Date  without  any further
modification or amendment (the "Articles").

3.  Bylaws.  The Bylaws of CBC in effect at and as of the CBC  Effective  Date
shall  remain  the Bylaws of the  Surviving  Corporation without any further
modification or amendment (the "Bylaws").

4.  Directors  and  Officers  of CBC.  Each and every one of the  directors  and
officers of CBC in office at and as of the CBC Effective  Date will retain their
respective  position(s) as of an on the CBC Effective Date, and they shall serve
until their respective successors are duly elected or appointed and qualified.

5.  Directors  and Officers of the Company.  The  directors  and officers of the
Company immediately prior to the CBC Effective Date will retain their respective
positions but only up to and until said positions are changed and effective as a
result of corporate action or SEC Filings, as appropriate.

6.  Conversion of CBC Merger Sub Stock.  Subject to the terms and  conditions of
the CBC Merger Agreement, at the CBC Effective Date, by virtue of the CBC Merger
and  without any further  action on the part of the  Parties,  each share of CBC
Merger Sub Stock issued and outstanding  immediately  prior to the CBC Effective
Date will be converted into and become one (1) validly  issued,  fully paid, and
non-assessable share of CBC Common Stock.

7. Conversion of CBC Common Stock.  Upon the terms and subject to the conditions
of the CBC Merger  Agreement,  at the CBC  Effective  Date, by virtue of the CBC
Merger and without any action on the part of CBC Merger Sub, CBC, or the holders
of any of the following securities, the following will occur:

(a) Conversion of Shares.  Each share of CBC Common Stock issued and outstanding
immediately prior to the CBC Effective Date (other than any shares of CBC Common
Stock to be cancelled pursuant to the CBC Merger Agreement),  and any Dissenting
Shares will be cancelled and extinguished and  automatically  converted into the
right to receive,  upon surrender of the  certificate(s)  representing  such CBC
Common  Stock in the manner  provided in the CBC Merger  Agreement  one (1) duly
authorized, validly issued, fully paid, and non-assessable shares of the Company
Common Stock.  All such shares of CBC Common Stock will no longer be outstanding
and will be cancelled and retired and cease to exist.  The CBC  Shareholders are
to be issued  5,192,500 shares of the Company's common stock as a result of this
Merger.

(b) Cancellation of Treasury and the Company-Owned  Shares. All CBC Common Stock
held by CBC or owned by CBC Merger Sub, the  Company,  or any direct or indirect
wholly-owned  subsidiary of CBC or of the Company  immediately  prior to the CBC
Effective  Date  will be  cancelled  and  extinguished  without  any  conversion
thereof.

(c) Fractional  Shares.  No fraction of a share of the Company Common Stock will
be issued by virtue of the CBC Merger, but in lieu thereof each holder of shares
of CBC Common Stock who would  otherwise be entitled to a fraction of a share of
the Company Common Stock (after aggregating all fractional shares of the Company
Common  Stock that  otherwise  would be received by such  holder) will receive a
total  number of the Company  Common  Stock  rounded  down to the closest  whole
number.

<PAGE>

8. Stock Options;  Employee Stock Purchase  Plans. At the CBC Effective Date, by
virtue of the CBC  Merger  and  without  any action on the part of any holder of
outstanding options to purchase CBC Common Stock (the "CBC Stock Options"), each
CBC Stock  Option,  whether  vested or  unvested,  and all stock option plans or
other equity-related plans or agreements,  including but not limited to warrants
and convertible notes of CBC (the "CBC Stock Plans"),  insofar as they relate to
CBC Stock Options, will be assumed by the Company and the CBC Stock Options will
become an option to acquire  shares of the  Company  Common  Stock,  on the same
terms and conditions as were applicable  under the CBC Stock Option  immediately
prior to the CBC Effective Date,  except that: (a) such assumed CBC Stock Option
shall be exercisable for that number of whole shares of the Company Common Stock
equal to the product  (rounded down to the nearest whole number of shares of the
Company Common Stock) obtained by multiplying the number of shares of CBC Common
Stock issuable upon the exercise of such CBC Stock Option  immediately  prior to
the  Effective  Time  by the  conversion  ratio  referenced  in the  CBC  Merger
Agreement;  and, (b) the per share  exercise price for the shares of the Company
Common Stock  issuable  upon exercise of such assumed CBC Stock Options shall be
equal to the  quotient  (rounded  up to the  nearest  whole  cent)  obtained  by
dividing the exercise  price per share of the CBC Common Stock for which the CBC
Stock Option was  exercisable  immediately  prior to the  Effective  Time by the
conversion  ratio referenced in the CBC Merger  Agreement.  The CBC Shareholders
are to receive  warrants and options to purchase 320,000 shares of the Company's
common stock at $2.00 per share as a result of this Merger.

9. The Company  Shares.  Each share of the Company Common Stock issued and
outstanding at and as of the CBC Effective Date will remain issued and
outstanding.

10.  Tax-Free  Reorganization.  The  Parties  designed  the CBC Merger so as to
be treated as a tax free plan of  reorganization  under Section 368(a) of the
Code.


Description of CBC and Its Business

CBC was formed in 1989 as a result of a need for businesses to communicate  more
efficiently  with both  their  clients  and  employees.  CBC is a  wireless  and
business systems provider specializing in WiFi/WiMAX,  Security, IT Integration,
and Telecom.  As part of these  offering of  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 a design and specification of the specialty communication system
with the deployment of a fixed Wireless Local Area Network, or WLAN. The company
is headquartered in Orange County's High Tech corridor, at One Technology Drive,
Building H, Irvine, California, 92618.

Backed by over 16 years of  experience,  CBC creates,  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 Client Company's information from unauthorized access.

2.IT INTEGRATION, Making certain that client IT systems are performing to
  specifications and working as ordered.

3. TELECOM,  a carrier neutral  tele-management  consultant and reseller
focused on  assisting  corporations,  small,  medium and large with all of their
voice, data and IP needs.

4. WI-FI and WIMAX, Point to multipoint wireless networks up to 40 miles.

<PAGE>

Sale and Cancellation of Certain Shares Related to the Merger

In relation to the Oxford and CBC Mergers, certain of the existing shareholders,
holding a majority of the issued and  outstanding  shares of the Company  agreed
subject  to  completion  of  certain  conditions  and  satisfaction  of  certain
contingencies  contained  in two  escrow  arrangements  to sell or cancel  their
shares. Under these arrangements,  following the Oxford Merger, 2,877,800 shares
of common  stock held by 16  individuals  were sold to a number of  individuals.
Under a separate  escrow  agreement,  and subject to the  completion  of the CBC
Merger, 7,000,000 shares held by our two largest shareholders will be cancelled,
if any when the CBC Merger is consummated.

Results Of Operations For Period Ending May 31, 2005

We did not earn any revenues during the three-month  period ending May 31, 2005.
We incurred operating expenses in the amount of $11,168 for the six-month period
ended May 31, 2005, as compared to a loss of $4,741 for the  comparative  period
in fiscal 2004.  The increase in net loss in the current fiscal year is a result
of an increase in accounting,  audit and legal fees incurred in connection  with
our  filing of a  registration  statement  on Form SB-2  with the  Securities  &
Exchange Commission.

Our  operating  expenses  were  comprised  of  $6,000 in legal  fees,  $2,856 in
accounting and audit fees,  $1,000 in transfer agent fees, $1,241 in filing fees
and $71 in bank charges.

At May 31,  2005,  we had  cash  on  hand of  $10,067.  At the  same  date,  our
liabilities consisted of accounts payable and accrued liabilities of $8,757.

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 May 31, 2005.  This  evaluation  was carried out
under the supervision and with the  participation  of our former Chief Executive
Officer  and Chief  Financial  Officer,  Mr.  Michael  Hanson.  Based  upon that
evaluation,  our Chief Executive  Officer and Chief Financial  Officer concluded
that, as of May 31, 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 May 31, 2005 that have materially affected or
are reasonably likely to materially affect such controls.

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.

<PAGE>

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.

<PAGE>

PART II- OTHER INFORMATION

Item 1.   Legal Proceedings

We are not a party to any pending legal  proceeding.  Management is not aware of
any threatened litigation, claims or assessments.

Item 2.   Changes in Securities

The Company did not issue any securities during the quarter ended May 31, 2005.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

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 2002

31.2                 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 2002

32.1                 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 2002

32.2                 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

<PAGE>

                                   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.

                                  BECOMING ART INC.

     Date:                        July 8, 2005



                                  By:    -----------------------------
                                             Thomas C. Hemingway
                                  Title:    Chief Executive Officer