**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 September
          30, 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)
        727-3104
 (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: 24,930,138 common shares as of November 14,
        2006
 
 Transitional
        Small Business Disclosure Format (check one): Yes [ ] No [X]
 
  
  
 TABLE
        OF CONTENTS
    
 PART
                  I - FINANCIAL INFORMATIONItem
                  1.
              Financial
                  Statements
              1Item
                  2.
              Management’s
                  Discussion and Analysis or Plan of Operation
              2Item
                  3.
              Controls
                  and Procedures
              10PART
                  II - OTHER INFORMATIONItem
                  1.
              Legal
                  Proceedings
              11Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              11Item
                  3.
              Defaults
                  Upon Senior Securities
              12Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              12Item
                  5.
              Other
                  Information
              12Item
                  6.
              Exhibits
              12
 
 
 
 
 
 
 
 
  i
  **PART
        I - FINANCIAL INFORMATION**
 
 **Item
        1.**  **Financial
        Statements**
 
 Our
        unaudited financial statements included in this Form 10-QSB are as
        follows:
 
 
 F-1
              Condensed
                  Consolidated Balance Sheets as of September 30, 2006 and December
                  31,
                  2005;
 
 F-2
              Condensed
                  Consolidated Statements of Operations for the three and nine month
                  periods
                  ended September 30, 2006 and 2005;
 
 F-3
              Condensed
                  Consolidated Statements of Cash Flows for the nine months ended
                  September
                  30, 2006 and 2005;
 
 F-4
              Condensed
                  Consolidated Statement of Shareholders Equity for the nine months
                  ended
                  September 30, 2006;
 
 F-5
              Notes
                  to Condensed Consolidated Financial
                  Statements;
 
 
 These
        unaudited financial statements have been prepared in accordance with accounting
        principles generally accepted in the United States of America for interim
        financial information and the SEC instructions to Form 10-QSB. In the opinion
        of
        management, all adjustments considered necessary for a fair presentation
        have
        been included. Operating results for the interim period ended September 30,
        2006
        are not necessarily indicative of the results that can be expected for the
        full
        year.
 
 
 
 
 
 
          
  1
  **OXFORD
        MEDIA, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED BALANCE SHEETS**
 **(Unaudited)**
 
 **September
                  30,**
              
              **December
                  31,****2006**
              
              **2005****ASSETS****Current
                  Assets**Cash
              
              $
              745,948
              
              $
              640,299Accounts
                  receivable, net
              
              
              1,355,645
              
              
              492,156Inventory
              
              
              319,994
              
              
              178,181Prepaid
                  expenses and other current assets
              
              
              335,101
              
              
              22,165**Total
                  Current Assets**
              
              
              2,756,688
              
              
              1,332,801**Property
                  and Equipment,**net
                  of accumulated depreciation of $940,191 and $341,837
              
              
              5,548,324
              
              
              329,829**Software
                  Technology,**net
                  of accumulated amortization of $663,079 and $136,032
              
              
              1,791,561
              
              
              2,318,608**Intangibles,**net
                  of accumulated amortization of $54,088
              
              
              3,385,912
              
              
              -**Goodwill**
              
              
              2,668,378
              
              
              -**Other
                  assets**
              
              
              823,205
              
              
              54,195**Total
                  Assets**
              
              $
              16,974,068
              
              $
              4,035,433**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT****Current
                  Liabilities**Accounts
                  payable
              
              $
              1,452,586
              
              $
              333,776Accrued
                  liabilities
              
              
              1,876,287
              
              
              576,851Accrued
                  interest
              
              
              133,319
              
              
              38,168Deferred
                  revenue
              
              
              556,998
              
              
              166,236Current
                  portion of capital lease obligation
              
              
              5,832
              
              
              6,187Notes
                  payable
              
              
              600,000
              
              
              -Wholesale
                  financing line of credit
              
              
              -
              
              
              171,710Convertible
                  notes payable to related parties - current
              
              
              -
              
              
              247,000Derivative
                  liability
              
              
              -
              
              
              346,301Dividends
                  payable
              
              
              -
              
              
              80,000**Total
                  Current Liabilities**
              
              
              4,625,022
              
              
              1,966,229**Long-Term
                  Liabilities**Deferred
                  revenue
              
              
              552,523
              
              
              -Convertible
                  notes payable to related parties
              
              
              1,954,688
              
              
              1,470,000Notes
                  payable
              
              
              10,646,124
              
              
              -Derivative
                  liabilities
              
              
              6,904,286
              
              
              1,199,704Capital
                  lease obligation, net of current portion
              
              
              2,997
              
              
              7,910**Total
                  Long-Term Liabilities**
              
              
              20,060,618
              
              
              2,677,614**Commitments
                  and Contingenicies**Preferred
                  stock- $0.001 par value per share; 1,000,000 authorized; Series
                  A - 4,000
                  shares issued and outstanding , liquidation preference of
                  $4,000,000
              
              
              4
              
              
              4Series
                  B - 3,857 shares shares issued and outstanding at September 30,
                  2006,
                  liquidation preference $3,857,000
              
              
              1,475,102
              
              
              -**Stockholders'
                  Deficit**Common
                  stock - $0.001 par value; 100,000,000 shares authorized; 24,262,532
                  and
                  15,580,386 shares outstanding, respectively
              
              
              24,263
              
              
              15,580Additional
                  paid-in capital
              
              
              15,057,147
              
              
              5,577,724Accumulated
                  deficit
              
              
              (24,268,088
              )
              
              (6,201,718
              )**Total
                  Stockholders' Deficit**
              
              
              (9,186,678
              )
              
              (608,414
              )**Total
                  Liabilities and Stockholders' Deficit**
              
              $
              16,974,068
              
              $
              4,035,433
 
 See
        accompanying notes to condensed consolidated financial statements.
 
  F-1
  **OXFORD
        MEDIA INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS**
 **(Unaudited)**
 
 **For
                  the Three Months Ended**
                **September
                  30,**
              
              **For
                  the Nine Months Ended**
                **September
                  30,****2006**
              
              **2005**
              
              **2006**
              
              **2005****Revenue**Guest
                  services
              
              $
              2,916,385
              
              $
              -
              
              $
              2,938,219
              
              **$**
              **-**Services
                  provided
              
              
              604,365
              
              
              750,673
              
              
              1,729,548
              
              
              1,761,029Products
                  sold
              
              
              2,147,040
              
              
              1,298,614
              
              
              3,712,880
              
              
              2,317,497**Total
                  Revenue**
              
              
              5,667,790
              
              
              2,049,287
              
              
              8,380,647
              
              
              4,078,526**Costs
                  of Revenue**Guest
                  services
              
              
              853,771
              
              
              -
              
              
              932,571
              
              
              -Cost
                  of services provided
              
              
              245,797
              
              
              364,271
              
              
              739,321
              
              
              868,446Cost
                  of products sold
              
              
              1,529,143
              
              
              1,080,955
              
              
              2,810,867
              
              
              1,966,547**Total
                  Cost of Revenue**
              
              
              2,628,711
              
              
              1,445,226
              
              
              4,482,759
              
              
              2,834,993**Gross
                  Profit**
              
              
              3,039,079
              
              
              604,061
              
              
              3,897,888
              
              
              1,243,533Stock-based
                  compensation
              
              
              931,764
              
              
              2,079,420
              
              
              3,521,764
              
              
              2,089,420General
                  and administrative expenses
              
              
              3,917,493
              
              
              1,500,583
              
              
              8,776,516
              
              
              2,598,883Depreciation
                  and amortization
              
              
              757,004
              
              
              38,720
              
              
              1,179,490
              
              
              73,429**Loss
                  From Operations**
              
              
              (2,567,182
              )
              
              (3,014,662
              )
              
              (9,579,882
              )
              
              (3,518,199
              )**Other
                  Income (Expense)**Interest
                  and other income
              
              
              7,566
              
              
              -
              
              
              8,958
              
              
              -Interest
                  expense
              
              
              (377,301
              )
              
              (531,450
              )
              
              (1,368,686
              )
              
              (588,830
              )Debt
                  extinguishment costs
              
              
              (1,322,212
              )
              
              -
              
              
              (1,322,212
              )
              
              -Loan
                  extension fees
              
              
              (2,609,522
              )
              
              -
              
              
              (2,609,522
              )
              
              -Liquidated
                  damages
              
              
              (341,667
              )
              
              -
              
              
              (341,667
              )
              
              -Gain
                  (loss) on derivative liabilities
              
              
              15,251
              
              
              (26,345
              )
              
              (2,564,504
              )
              
              (26,345
              )**Net
                  Loss**
              
              
              (7,195,067
              )
              
              (3,572,457
              )
              
              (17,777,515
              )
              
              (4,133,374
              )**Preferred
                  Dividends**
              
              
              (128,855
              )
              
              -
              
              
              (288,855
              )
              
              **-****Net
                  Loss Applicable to Common Stockholders**
              
              $
              (7,323,922
              )
              $
              (3,572,457
              )
              $
              (18,066,370
              )
              $
              (4,133,374
              )**Basic
                  and Diluted Net Loss per Common Share**
              
              $
              (0.37
              )
              $
              (0.26
              )
              $
              (1.00
              )
              $
              (0.48
              )**Weighted-Average
                  Common Shares Outstanding**
              
              
              19,995,101
              
              
              13,907,886
              
              
              18,135,064
              
              
              8,665,904
 
  See
        accompanying notes to condensed consolidated financial statements.
 
  F-2
 **OXFORD
        MEDIA, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **(Unaudited)**
 **For
                  the Nine Months Ended****September
                  30,****2006**
              
              **2005****Cash
                  Flows from Operating Activities**Net
                  loss
              
              $
              (17,777,515
              )
              $
              (4,133,374
              )Adjustments
                  to reconcile net loss to cash used in operating activitiesDepreciation
              
              
              598,305
              
              
              73,429Amortization
                  of software technology
              
              
              581,135
              
              
              -Amortization
                  of debt discount, premium and debt issue costs
              
              
              909,841
              
              
              -Interest
                  issuance of warrants and convertible note
              
              
              -
              
              
              493,528Excess
                  value of common shares issued for dividends
              
              
              60,000
              
              
              -Common
                  stock issued for services
              
              
              3,521,764
              
              
              2,089,420Modification
                  of warrant
              
              
              204,331
              
              
              -Common
                  stock issued in cancellation of proposed acquisition
              
              
              320,000
              
              
              -Common
                  stock issued in settlement of employment liability
              
              
              60,000
              
              
              -Loss
                  on derivative liability
              
              
              2,564,504
              
              
              26,245Stock
                  issued for extensions of note payable
              
              
              2,609,522
              
              
              -Loss
                  on debt extinguishment
              
              
              1,322,212
              
              
              -Changes
                  in operating assets and liabilities, net of acquisitionsAccounts
                  receivable
              
              
              (398,272
              )
              
              (636,306
              )Inventory
              
              
              181,067
              
              
              (16,262
              )Prepaid
                  expenses
              
              
              (62,465
              )
              
              (11,912
              )Other
                  assets
              
              
              (243,010
              )
              
              234Accounts
                  payable
              
              
              461,064
              
              
              637,155Accrued
                  liabilities
              
              
              718,150
              
              
              (43,961
              )Deferred
                  revenue
              
              
              111,498
              
              
              25,861Accrued
                  interest
              
              
              95,151
              
              
              88,320**Net
                  Cash Used in Operating Activities**
              
              
              (4,162,718
              )
              
              (1,407,623
              )**Cash
                  Flows from Investing Activities**Cash
                  received in acquisition of Oxford Media Corp. and IT Networks,
                  Inc.
              
              
              -
              
              
              13,183Purchase
                  of SVI Hotel Corporation
              
              
              (6,390,000
              )
              
              -Purchase
                  of property and equipment
              
              
              (405,800
              )
              
              (56,851
              )**Net
                  Cash Used in Investing Activities**
              
              
              (6,795,800
              )
              
              (43,668
              )**Cash
                  Flows from Financing Activities**Proceeds
                  from issuance of notes payable, net expenses
              
              
              4,400,000
              
              
              615,000Net
                  proceeds from issuance of Series A preferred stock and
                  warrants
              
              
              -
              
              
              3,760,000Net
                  proceeds for issuance of senior secured debt
              
              
              6,950,000
              
              
              -Payment
                  of dividend
              
              
              (128,855
              )
              
              -Principal
                  payments on notes payable
              
              
              -
              
              
              (615,000
              )Proceeds
                  from exercise of warrant
              
              
              20,000
              
              
              -Issuance
                  of common stock for cash
              
              
              -
              
              
              475,000Net
                  payments on wholesale financing line of credit
              
              
              (171,710
              )
              
              (160,127
              )Principal
                  payments on capital lease obligation
              
              
              (5,268
              )
              
              (11,930
              )**Net
                  Cash Provided by Financing Activities**
              
              
              11,064,167
              
              
              4,062,943**Net
                  Increase in Cash**
              
              
              105,649
              
              
              2,611,652**Cash
                  at Beginning of Period**
              
              
              640,299
              
              
              111,115**Cash
                  at End of Period**
              
              $
              745,948
              
              $
              2,722,767**Supplemental
                  Disclosure of Cash Flow Information:**Cash
                  paid for interest
              
              $
              74,695
              
              $
              -**Supplemental
                  Schedule of Noncash Investing and Financing
                  Activities**Acquisitions:Fair
                  value of assets acquired
              
              $
              -
              
              $
              1,907,442Fair
                  value of note payables
              
              
              2,782,000
              
              
              -Fair
                  value of common stock and warrants issued
              
              
              1,807,000
              
              
              1,157,360Liabilities
                  assumed
              
              
              -
              
              
              750,082Common
                  stock issued as debt issue costs
              
              
              590,000
              
              
              -Warrant
                  liability reclassed to APIC upon exercise
              
              
              820,009
              
              
              -Conversion of accrued
                dividends
                into common stock
              
              
              240,000
              
              
              -Exchange common shares
                for Series
                B Preferred Stock
              
              
              2,476,921
              
              
              -Exchange
                of notes payable for Series B Preferred
                Stock
              
              
              1,708,466
              
              
              -
  See
        accompanying notes to condensed consolidated financial statements .
 F-3
  **OXFORD
        MEDIA, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT**
 **For
        the nine months ended September 30, 2006**
 **(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
              
              
              -
              
              
              820,009Cashless
                  exercise of warrant
              
              
              250,000
              
              
              250
              
              
              (250
              )
              
              -
              
              
              -Stock
                  issued in connection with employments agreements
              
              
              1,000,000
              
              
              1,000
              
              
              1,999,000
              
              
              -
              
              
              2,000,000Stock
                  issued in commection with settlement of employment
                  contract
              
              
              393,333
              
              
              394
              
              
              589,606
              
              
              -
              
              
              590,000Stock
                  issued in connection with issuance of note payable
              
              
              275,000
              
              
              275
              
              
              589,725
              
              
              -
              
              
              590,000Warrants
                  issued in connection with note payable
              
              
              -
              
              
              -
              
              
              291,000
              
              
              -
              
              
              291,000Repricing
                  of warrant
              
              
              -
              
              
              -
              
              
              204,331
              
              
              -
              
              
              204,331Stock
                  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
              
              
              -
              
              
              320,000Stock
                  issued in consulting contracts
              
              
              1,319,088
              
              
              1,319
              
              
              930,445
              
              
              -
              
              
              931,764Stock
                  issued in extensions of note payable
              
              
              2,283,846
              
              
              2,284
              
              
              2,607,238
              
              
              -
              
              
              2,609,522Exchange
                  of common stock for Series B Preferred Stock
              
              
              (2,153,846
              )
              
              (2,154
              )
              
              (2,474,767
              )
              
              -
              
              
              (2,476,921
              )Stock
                  and warrants issued in new senior debt and restructuring
              
              
              2,850,000
              
              
              2,850
              
              
              1,418,551
              
              
              -
              
              
              1,421,401Stock
                  and warrants issued in purchase of SVI Hotel Corporation
              
              
              1,600,000
              
              
              1,600
              
              
              1,805,400
              
              
              -
              
              
              1,807,000Stock
                  issued in payment of dividends
              
              
              274,725
              
              
              275
              
              
              299,725
              
              
              -
              
              
              300,000Dividends
                  on preferred stock
              
              
              -
              
              
              -
              
              
              -
              
              
              (288,855
              )
              
              (288,855
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (17,777,515
              )
              
              (17,777,515
              )**Balance
                  - September 30, 2006**
              
              
              24,262,532
              
              $
              24,263
              
              $
              15,057,147
              
              $
              (24,268,088
              )
              $
              (9,186,678
              )
 
 
 See
        accompanying notes to condensed consolidated financial statements
 
  F-4
  **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 Oxford Media, Inc. (“OMI”) formerly Becoming
        Art, Inc. (“BEAI”), which was, prior to the reorganization, a public shell
        company with no operations and no significant assets or liabilities. For
        accounting purposes, CBC is considered to be the acquirer of Oxford and OMI.
        In
        addition, OMI acquired IT Networks, Inc. (“IT Net”) on September 1, 2005, PDHK
        Services, Inc. (“PDHK”) on December 31, 2005 and SVI Hotel Corporation (“SVI”)
        effective on July 1, 2006. 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, OMI, IT
        Net,
        PDHK and SVI since the dates of their acquisitions. 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, we provide consulting services to information technology (“IT”)
        clients regarding IT networking and security. In addition, we provide IT
        training services to clients. The consulting and training services are provided
        primarily to government and industry clients in Southern California. We also
        purchase, assemble, install and sell IT networking hardware and related software
        and provide network maintenance services. During 2003, we began a
        telecommunications brokerage business, became an agent for competitive local
        exchange carriers and began brokering local telephone and data transfer services
        to our IT consulting clients.
 
 Through
        Oxford, we provide services to the lodging industry. These services include
        the
        sale of video-on-demand (VOD) systems, delivery of the content which includes
        on-demand movies, television and the internet. We use the technology obtained
        from PDHK to support our private broadband network.
 
 Effective
        July 1, 2006, OMI purchased all of the outstanding shares of the SVI. SVI
        has
        the following products and services available for the hospitality
        industry.
 
 Instant
        Entertainment is an electronic delivery system that allows a guest to start
        a
        movie on-demand and pay for that movie by utilizing a credit card swiper
        connected to the room telephone or by cash at the front desk. The hotels/motels
        earn commissions based on the property’s net collected movie revenues, excluding
        any applicable taxes and fees, multiplied by the commission percentage as
        stated
        in their individual contract.
 
 Super
        Video Cinema is a video player and tape-based system supplied to the
        hotel/motel, which then rents the equipment to their customers and remits
        gross
        proceeds, net of applicable taxes, fees and earned commissions, to the
        Company.
 
 DirecTV/DSS,
        the leading digital TV service in the residential market, is also available
        to
        hotels. As a licensed dealer of DirecTV, SVI can install digital quality
        programming by DirecTV on a per channel cost basis. DirecTV programming provides
        more choices and flexibility with access to great movies, sports, news, and
        family entertainment channels.
 
  F-5
  Internet
        by SVI, an always-on high-speed Internet solution, is the hotel’s first choice
        when it comes to an Internet amenity. SVI provides all the hardware and software
        necessary to allow hotel guests to plug into a wireless (or wired) network
        using
        their laptop computers. With Internet by SVI, the hotel receives installation
        and maintenance services by full-time SVI employees stationed throughout
        the
        U.S.
 
 Security
        by SVI, offers a full array of surveillance products, including high-resolution
        cameras, digital video recorders and the capability of remote viewing and
        management through a high-speed internet connection.
 
 SVI
        has
        developed several strategic partnerships in an effort to provide additional
        revenue streams and value added products for the hospitality industry utilizing
        the Company’s integrated support network.
 
 ***Basis
        of Presentation and Significant Accounting Policies***
  ***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 our financial position
        as
        of September 30, 2006 as well as the results of operations for the three
        months
        and nine months ended September 30, 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 our 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 our financial statements and the accompanying notes.
        Actual results could differ from those estimates.
 
 ***Going
        Concern Consideration*** ** -
        Our
        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.  We have suffered losses
        from operations and negative cash flows from operating activities during
        the
        year ended December 31, 2005 and the nine months ended September 30, 2006.
        We
        had a working capital deficiency at September 30, 2006 of $1,868,334. These
        factors raise substantial doubt about our ability to continue as a going
        concern. During the quarter ended September 30, 2006, we obtained long-term
        senior secured debt financing in the amount of $9,500,000 which allowed for
        the
        acquisition of SVI, the consideration included a cash payment of $5,850,000.
        Subsequent to September 30, 2006, we entered into additional financing
        transactions, see Note 7. If necessary, the Company will attempt to obtain
        additional financing through either capital stock or debt
        offerings.
 
  F-6
  The
        Company plans to obtain profitable operations, by moving its VOD media business
        to the SVI facility in Peoria, IL. We expect the integration to be complete
        by
        the end of the fourth quarter
        of 2006. The cash operations loss for the Company for the quarter ended
        September, 30, 2006 was $878,414 as compared with $2,158,024 for the preceding
        quarter
 
 We
        merged
        Oxford into SVI effective September 30, 2006 and we expect the VOD media
        company, now operating as OxfordSVI, Inc. to be cash flow positive in the
        first
        quarter of 2007. There is no assurance that this will be sufficient to cover
        the
        planned product development for both VOD and WiMAX and general corporate
        expenses. There is further no assurance that the proceeds from operating
        cash
        flows or future financings will be sufficient to obtain profitable
        operations.
 
  ***Goodwill
        and Other Intangible Assets*** **-** We
        carry
        goodwill and other intangible assets at the lower of their respective cost
        or
        fair values. At September 30, 2006, we have $2,668,378 of goodwill related
        to
        our acquisition of SVI, which is further discussed in Note 3. We adopted
        the
        provisions of Financial Accounting Standard No. 142, Goodwill
        and Other Intangible Assets ("SFAS
        142"), which requires that goodwill and intangible assets with indefinite
        useful
        lives no longer be amortized, but instead be tested for impairment at least
        annually.
   Our
        policy provides for annual evaluation of goodwill on the first day of the
        fourth
        fiscal quarter and whenever events and changes in circumstances suggest that
        the
        carrying amount may not be recoverable. Impairment of goodwill is tested
        at the
        operating segment level by comparing the segments’ net carrying value, including
        goodwill, to the fair value of the segment. The fair values of our segments
        are
        estimated using a combination of the income or discounted cash flows approach
        and the market approach, which uses comparable market data. If the carrying
        amount of the segment exceeds its fair value, goodwill is potentially impaired
        and a second test would be performed to measure the amount of impairment
        loss,
        if any.
  ***Revenue
        Recognition*** - We
        recognize revenues under the following principles:
 
 *Guest
        Pay Services* -
        For
        guest pay services revenue is derived from providing in-room video-on-demand.
        This service is typically purchased on a per-view basis. We recognize revenue
        from the sale of these services in the period in which such services are
        sold to
        the hotel guest and when collection is reasonably assured. At the time of
        order
        we track the usage of such services through the VOD system as evidence of
        the
        transaction. In addition, at the time of delivery no additional performance
        obligation exists. The pricing of these transactions is established through
        our
        contract with the hotel. Any refunds relating to the sale are reflected net
        of
        revenue recognized. In addition, we record revenues for providing the content
        on
        the gross basis as we are ultimately responsible for the delivery of the
        content. Additionally, we possess the licenses with the movie studios and
        are
        ultimately liable for the payment of royalties.
 
 *Super
        Video Cinema* -
        Original in-room movie entertainment option, which the hotel guest would
        rent,
        required equipment from hotel. Hotel is responsible for remitting appropriate
        sales transactions to the Company on a monthly basis. Since the Company is
        dependent on the information provided from the hotel, which is often on a
        lagged
        basis, the Company estimates appropriate revenue from this service based
        on
        historical and other operating factors. Adjustments of actual versus estimates
        are recorded on a quarterly basis.
 
 *Free-to-Guest
        Services* -
        Revenue
        is generated from the sale of equipment allowing the individual hotel to
        receive
        DirecTV free-to-guest programming. Revenue is recognized in the period in
        which
        such equipment is installed and collection is reasonably assured. The hotelier
        contracts directly with DirecTV for the related programming services and
        the
        Company receives a residual commission related to such programming services.
        Revenue is recognized in the period in which such commission payments are
        received.
 
  F-7
  *High
        Speed Internet Access System Sales* -
        High-speed Internet access is provided through the sale and installation
        of
        equipment. Revenue from the sale and installation of this equipment is
        recognized when the equipment is installed. The delivery and installation
        of the
        equipment is concurrent. In addition, this equipment has stand-alone value
        to
        the customer. The software used within these systems is not proprietary to
        the
        Company and can be supplied by other vendors unrelated to the Company.
 
 *High
        Speed Internet Access Service and Support* -
        The
        Company provides ongoing maintenance, service and call center support services
        to hotel properties that have been installed by the Company and also to hotel
        properties that have been installed by other providers. Monthly service fees
        are
        received from such hotel properties and are recognized ratably over the term
        of
        the contract. The prices for these services are fixed and determinable prior
        to
        delivery of the service.
 
 *Sales
        of VOD Systems* - In
        addition to providing content, we sell VOD systems to the hospitality industry
        through a network of dealers. At the time of sale, we generally require the
        end
        user to enter into a content agreement. Under the content agreement we provide
        such services as training, customer support and loading of content. Currently,
        the VOD server, software, and related upgrades, and customer service elements
        are not separable due to our limited operating history. Thus, revenues from
        the
        sale of the VOD systems are being recognized ratably over the period of the
        content agreement, which is generally five years. As more VOD systems are
        sold,
        we expect to establish vendor specific objective evidence on the elements
        and
        expect to recognize the sale of the VOD system upon shipment. We record the
        sales price to the dealer as revenue as we do not participate in the
        negotiations between the dealer and the hotel. In addition, we amortize the
        cost
        of the VOD system over the service period. As of September 30, 2006, revenue
        and
        expenses were deferred in the amount of $662,000.
 
 *Services* - ** Revenue
        from IT consulting agreements is recognized over the term the services are
        performed. Payments from customers for future services are deferred and
        recognized as earned.
 
 *Product
        Sales* -
        Revenue
        from the sale of hardware is recognized upon shipment by the Company to the
        customer as long as no future obligation exists. Estimated shipping and handling
        costs are considered in establishing product prices billed to customers and
        are
        included in sales, the costs of which are included in cost of sales. Revenue
        for
        installation services, if performed by the Company, is recognized when the
        services are performed and no future obligation exists. Telecommunications
        brokerage commissions are recognized as received.
 
 ***Concentrations*** - We
        perform periodic credit evaluations of our customers and do not typically
        require collateral.  We, from time to time, require new customers to pay
        for services in advance of performance.  We maintain reserves for potential
        credit losses, and historically, such losses have been within management
        expectations. As of September 30, 2006, we had accounts receivable from two
        customers that accounted for 27.9% of accounts receivable.  During the nine
        months ended September 30, 2006, revenues from two customers accounted for
        24%
        of total revenues.  Management believes that the loss of one of these
        customers will have a material impact on our financial position, results
        of
        operations and cash flows.
 
 We
        use
        various distributors to provide products for resale. Management believes
        that
        the loss of one or more of those distributors would not have a material impact
        on our financial position, results of operations and cash flows.
 
  F-8
  ***Risks
        and Uncertainties, Concentration of Credit Risks and Customer
        Data***
 
 Our
        operating performance and outlook are strongly influenced by such factors
        as
        overall occupancy levels, the number of lodging rooms equipped with the
        Company’s movie systems, customer buy rates, economic conditions in the
        hospitality industry, ability to renew existing customer contracts, ongoing
        technological change, seasonality and other competitive factors.
  ***Allowance
        for System Removal*** -
        Properties are de-installed through the course of normal operations due to
        a
        number of factors, including: poor revenue performance, hotel bankruptcy
        or
        change in ownership, collection issues, and change in service provider.
        Properties scheduled for de-installation are regularly evaluated and a provision
        for estimated system-removal costs is recorded. The costs incurred as a result
        of de-installation include the labor to de-install the system as well as
        unamortized installation costs. Over the last five years, de-installation
        activity for SVI’s operations has averaged approximately 6 percent to 8 percent
        of the installed account base.
  ***Product
        Warranties*** - We
        provide limited warranties on products it resells to the customer. Generally
        these products are sold in connection with free-to-guest and high speed internet
        services provided by the Company. In certain instances, the customer may
        purchase an extended warranty package for an established fee. In these
        situations, the Company recognizes revenue over the term of the extended
        warranty contract. To date, the Company’s warranty obligations have not been
        significant.
 
 ***Share-Based
        Compensation*** ****** -
        We account
        for our 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.
 
 Prior
        to
        January 1, 2006, the Company accounted 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 our 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 our common stock and is recognized
        on the date of award or purchase. The effect on net loss and net loss per
        common
        share if we had applied the fair value recognition provisions of SFAS No.
        123 to
        employee stock-based compensation is as follows:
 
 **For
                  the Three Months ended September 30, 2005**
              
              **For
                  the Nine Months ended September 30, 2005**Net
                  loss as reported
              
              $
              (3,572,457
              )
              $
              (4,133,374
              )Deduct:
                  Total share based compemsation determined under fair value based
                  method
                  for all awards
              
              
              (590,450
              )
              
              (621,000
              )Pro
                  forma net loss
              
              $
              (4,162,907
              )
              $
              (4,754,374
              )Basic
                  and diluted net loss per common shareAs
                  reported
              
              $
              (0.26
              )
              $
              (0.48
              )Pro
                  forma
              
              $
              (0.30
              )
              $
              (0.55
              )














F-9
  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 and nine months ended September
        30,
        2005: volatility of 175%, a risk-free interest rate of 4.0%, expected life
        of 5
        years and no dividend yield.
 
 ***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. For the three and nine
        months ended September 30, 2006, there were 31,622,107 potentially issuable
        common shares that were excluded from the calculation of diluted loss per
        common
        share because their effect would have been anti-dilutive. Shares excluded
        during
        the three and nine months ended September 30, 2005 were 1,558,250.
  ***Financial
        Instruments*** -Financial instruments, as defined in Financial Accounting Standard No. 107 Disclosures
        about Fair Value of Financial Instruments (“FAS
        107”), consist of cash, evidence of ownership in an entity and contracts that
        both (i) impose on one entity a contractual obligation to deliver cash or
        another financial instrument to a second entity, or to exchange other financial
        instruments on potentially unfavourable terms with the second entity, and
        (ii)
        conveys to that second entity a contractual right (a) to receive cash or
        another
        financial instrument from the first entity, or (b) to exchange other financial
        instruments on potentially favourable terms with the first entity. Accordingly,
        our financial instruments consist of cash and cash equivalents, accounts
        receivable, accounts payable, accrued liabilities, notes payable, derivative
        financial instruments, convertible debt and redeemable preferred stock that
        we
        have concluded is more akin to debt than equity.
 
 We
        carry
        cash and cash equivalents, accounts receivable, accounts payable and accrued
        liabilities at historical costs; their respective estimated fair values
        approximate carrying values due to their current nature. We also carry notes
        payable, convertible debt and redeemable preferred stock at historical
        cost.
 
 Derivative
        financial instruments, as defined in Financial Accounting Standard No. 133, Accounting
        for Derivative Financial Instruments and Hedging Activities (“FAS
        133”), consist of financial instruments or other contracts that contain a
        notional amount and one or more underlying (e.g. interest rate, security
        price
        or other variable), require no initial net investment and permit net settlement.
        Derivative financial instruments may be free-standing or embedded in other
        financial instruments. Further, derivative financial instruments are initially,
        and subsequently, measured at fair value and recorded as liabilities or,
        in rare
        instances, assets.
 
 We
        generally do not use derivative financial instruments to hedge exposures
        to
        cash-flow, market or foreign-currency risks. However, we have entered into
        certain other financial instruments and contracts, such as debt financing
        arrangements, redeemable preferred stock arrangements, and freestanding warrants
        with features that are either (i) not afforded equity classification, (ii)
        embody risks not clearly and closely related to host contracts, or (iii)
        may be
        net-cash settled by the counterparty. As required by FAS 133, in certain
        instances, these instruments are required to be carried as derivative
        liabilities, at fair value, in our financial statements.
 
 We
        estimate fair values of derivative financial instruments using various
        techniques (and combinations thereof) that are considered to be consistent
        with
        the objective measuring fair values. In selecting the appropriate technique,
        we
        consider, among other factors, the nature of the instrument, the market risks
        that it embodies and the expected means of settlement. For less complex
        derivative instruments, such as free-standing warrants, we generally use
        the
        Black-Scholes option valuation technique because it embodies all of the
        requisite assumptions (including trading volatility, estimated terms and
        risk
        free rates) necessary to fair value these instruments. For forward contracts
        that contingently require net-cash settlement as the principal means of
        settlement, we project and discount future cash flows applying
        probability-weightage to multiple possible outcomes. Estimating fair values
        of
        derivative financial instruments requires the development of significant
        and
        subjective estimates that may, and are likely to, change over the duration
        of
        the instrument with related changes in internal and external market factors.
        In
        addition, option-based techniques are highly volatile and sensitive to changes
        in the trading market price of our common stock, which has a high-historical
        volatility. Since derivative financial instruments are initially and
        subsequently carried at fair values, our income will reflect the volatility
        in
        these estimate and assumption changes.
 F-10
 ***Recent
        Accounting Standards*** -On
        September 15, 2006, the Financial Accounting Standard Board issued Statement
        of
        Financial Accounting Standard 158, Fair
        Value Measurements (“SFAS
        158”) that provides enhanced guidance for using fair value to measure assets
        and
        liabilities. The standard applies whenever other standards require (or permit)
        assets or liabilities to be measured at fair value. The standard does not
        expand
        the use of fair value in any new circumstances. This Statement is effective
        for
        financial statements issued for fiscal years beginning after November 15,
        2007,
        and interim periods within those fiscal years. Earlier application is
        encouraged, provided that the reporting entity has not yet issued financial
        statements for that fiscal year, including financial statements for an interim
        period within that fiscal year. The Company will adopt this pronouncement
        effective March 31, 2007. We are currently evaluating the impact of adopting
        this pronouncement on our financial statements.
  During
        October 2006, the Financial Accounting Standards Board exposed for public
        comment FASB Staff Position 00-19(b), Accounting
        for Registration Payment Arrangements ,
        which,
        if promulgated in its current form would amend Financial Accounting Standard
        No.
        133 Accounting
        for Derivative Financial Instruments and Hedging Activities .
        Generally, the proposed amendment will provide for the exclusion of registration
        payments, such as the liquidated damages that we have incurred, from the
        consideration of classification of financial instruments. Rather, such
        registration payments would be accounted for pursuant to Financial Accounting
        Standard No. 5 Accounting
        for Contingencies ,
        which
        is our current accounting practice. That is, all registration payments will
        require recognition when they are both probable and reasonably estimable.
        Our
        current financial arrangements result in liability classification because
        of
        features that cause share settlement of our derivative instruments to be
        beyond
        our control and other criteria that preclude equity classification. We will
        evaluate the application of the exposure draft during the fourth quarter
        and
        determine whether, if ultimately adopted by the FASB, this standard will
        provide
        for reclassification of certain of our derivative instruments either to
        stockholders’ equity or recombination with host instruments.
 
 **NOTE
        2 - SVI ACQUISITION**
 
 On
        May
        26, 2006, we entered into a binding Memorandum Agreement with SVI Systems,
        Inc.
        to acquire their hospitality division whereby we acquired all of the issued
        and
        outstanding shares of capital stock of SVI Hotel Corporation. On
        July
        19, 2006, we entered into a Stock Purchase Agreement with SVI Systems, Inc,
        which was ratified by the shareholders of SVI Systems, Inc. Under the terms
        of
        the agreement, the Company issued 1,200,000 shares of its common stock; warrants
        to purchase 1,000,000 shares of common stock at $1.75 per share; operational
        credits for shared services of $400,000; a non-interest bearing note of $100,000
        and a $2,350,000 convertible note due on July 15, 2008. The only item remaining
        to be delivered was cash payments totalling $5,850,000. In addition, a Security
        Agreement, Registration Rights Agreement and other closing documents were
        executed.
 
 The
        transaction was deemed effective on July 1, 2006 as stipulated in the Stock
        Purchase Agreement and the beginning of the Company’s accounting quarter. The
        delay to enter into the Stock Purchase Agreement was to facilitate the closing
        of the SVI accounting records for the six months ended June 30, 2006. Effective
        July 1, 2006, SVI required approval from OMI to enter into contracts,
        agreements, make large purchases or engage in any other activities not in
        the
        ordinary course of business. In addition, David Noyes, CFO of OMI, became
        an
        effective officer of SVI, a signatory on their bank account on July 19, 2006
        and
        had access to and review of all cash transactions. Upon execution of the
        Stock
        Purchase Agreement, the Company with SVI personnel began implementing its
        integration plan, arranging joint sales calls and participating in weekly
        executive staff meetings.
 F-11
 Due
        to a
        delay in financing, the agreement was amended on August 3, 2006 whereby an
        extension to provide the cash requirement under the original Stock Purchase
        Agreement by September 1, 2006 was given to the Company. In connection with
        the
        extension, the Company made a cash payment of $1,000,000, increased operational
        credits for shared services to $600,000, increased the common stock issued
        by
        400,000 common shares and amended the warrant to allow for the purchase of
        1,375,000 shares of common stock at $1.00 per share. The Company determined
        that
        a significant modification had been made to the equity instruments included
        in
        the original Stock Purchase Agreement and thus re-valued the items based
        on when
        the new terms of the agreement were announced. The final payment of $4,850,000
        to SVI Systems, Inc. was made on September 1, 2006. See discussion of Secured
        Promissory Notes in Note 3.
  SVI
        is
        engaged in providing entertainment products and services to the hospitality
        industry and, accordingly, will be included in our Media Segment. Our
        acquisition of SVI was executed to facilitate our Media Segment expansion
        plans;
        the goodwill acquired is justifiable based upon market indicators for similar
        acquisitions in this industry. The purchase price for the acquisition of
        SVI
        amounted to $11,379,000 and consisted of cash and cash credits of $6,450,000,
        convertible notes payable with a fair value of $2,682,000 (and a face value
        of
        $2,350,000), the issuance of 1,600,000 shares of our common stock with a
        fair
        value of $1,120,000, warrants to purchase 1,375,000 shares of our common
        stock
        at $1.00 with a fair value of $717,000, and direct acquisition expenses of
        $340,000. Additionally, we agreed to pay a maximum of an additional $4,000,000
        as part of an “earn-out” provision; which is contingent upon the number of
        future conversions of SVI’s analog-based Video-On-Demand customers to our next
        generation Video-On-Demand platform. We will record the contingent purchase
        price if and when SVI achieves the operational milestones.
 
 We
        accounted for our acquisition of SVI as a purchase business combination,
        where
        the purchase price we paid was allocated to the assets acquired and liabilities
        assumed at their respective fair values. The excess of the purchase price
        over
        the fair values of assets and liabilities is reflected on our financial
        statements as goodwill, which is not subject to amortization. Since SVI was
        with
        a contractual effective date of July 1, 2006, we have included the operations
        of
        SVI in our consolidated financial statements commencing on the effective
        date.
        The following table illustrates the allocation of the purchase price for
        SVI.
 
 Acquired
                  Asset (Liability)
              
              AmountWorking
                  capital deficiency
              
              $
              (140,378
              )Property
                  and equipment
              
              
              5,411,000Intangible
                  assets:Customer
                  relationships
              
              
              3,100,000Goodwill
              
              
              2,668,378Trade
                  names
              
              
              340,000$
              11,379,000
 
 We
        have
        estimated that the average remaining life of property and equipment is
        approximately three years. We have estimated that the useful lives of customer
        relationships and trade names to be ten years.
 
 The
        following unaudited pro forma operating data gives effect to the acquisition
        of
        SVI as if it had occurred on January 1, 2006 and 2005 respectively. The 2005
        results also include the acquisitions of Oxford, OMI and IT Net. Pro forma
        financial information is not necessarily indicative of our results of operations
        that we would have experienced had the acquisition of SVI occurred at the
        beginning of 2006 and 2005 or Oxford, OMI and IT Net, at the beginning of
        2005.
 
 **Three
                  months ended**
              
              **Nine months
                  ended****September
                  30**
              
              **September
                  30****2006**
              
              **2005**
              
              **2006**
              
              **2005**Revenue
              
              $
              5,667,790
              
              $
              6,537,834
              
              $
              14,643,910
              
              $
              14,664,971Net
                  loss
              
              
              (7,323,921
              )
              
              (3,841,188
              )
              
              (18,124,171
              )
              
              (6,028,013
              )Basic
                  and diluted loss per common share
              
              $
              (0.35
              )
              $
              (0.26
              )
              $
              (0.93
              )
              $
              (0.35
              )
 
  F-12
  **NOTE
        3- NOTES PAYABLE**
 
 ***Secured
        Promissory Notes***
 
 On
        September 1, 2006, we issued $9,500,000 face value, 10% Secured Promissory
        Notes
        Payable, due September 1, 2008, warrants to purchase 9,500,000 shares of
        our
        common stock that are exercisable over five-years at a strike price of $0.50
        and
        2,850,000 shares of our common stock for cash proceeds of $7,000,000 ($6,950,000
        net of offering expenses withheld at closing; total offering expenses amounted
        to $154,305) and in exchange of $2,500,000 face value of our notes payable
        (See
        Palisades and Longview Notes, below). We allocated the fair value of the
        instruments issued in this financing between the cash proceeds and the exchange
        transaction. This allocation resulted in an extinguishment loss on the exchange
        of $1,599,737 because the fair value allocated to the exchange transaction
        exceeded our carrying value of the instruments exchanged.
  We
        evaluated the terms and features of all financial instruments issued in this
        financing transaction under FAS133 and determined (i) that the hybrid debt
        instrument embodied certain derivative features that were not clearly and
        closely related to the host debt instrument and, (ii) the warrants did not
        meet
        all of the established criteria for equity classification. We have allocated
        basis in the financing transaction to the warrants ($5,472,000). We have
        not
        bifurcated the embedded derivative, which had a fair value of $449,000. Rather,
        under the guidance of Financial Accounting Standard No. 155,Accounting
        for Certain Hybrid Financial Instruments,
        we have
        recorded the entire hybrid debt instrument at its fair value as of the financing
        inception date. These allocations resulted in a charge to derivative expense
        of
        $4,047,262 because the fair values of the instruments exceeded the net proceeds.
        Further, these instruments are initially and subsequently carried at their
        respective fair values. Amortization during the period from transaction
        inception to September 30, 2006, which is included in interest expense, amounted
        to $6,429 in resulting from the amortization of deferred financing
        costs.
  We
        value
        our financial instruments using techniques that we consider appropriate for
        the
        types and risks associated with each instrument or feature. We chose a forward
        cash-flows approach to value the hybrid and compound instruments  because
        the terms of those features provide solely for net cash settlement. In
        developing our forward valuation model we consider multiple,
        probability-weighted outcomes of potential cash flows at market interest
        rates.
        We chose the Black-Scholes valuation technique to fair value the warrants
        because that technique includes all relevant assumptions that we believe
        market
        participants would consider, including estimated volatility (105%), risk-free
        interest (4.78%) and an expected term equal to the contractual term. The
        fair
        value of the ECF on September 30, 2006 was determined to be $2,893,700 resulting
        in a credit to derivative expense of $2,578,300 during the three and nine
        months
        ended September 30, 2006.
 
 In
        addition, the Company was initially required to file a registration statement
        on
        approximately October 16, 2006 registering the shares and warrants issued
        in
        connection with the Secured Promissory Notes. Ultimately, the Company received
        an extension of the due date of this requirement until December 1, 2006.
        At
        September 30, 2006, the Company accrued $325,000 as the agreed liquidated
        damages related to the non-performance.
 
 ***Palisades
        $1,666,666 Note***
 
 As
        more
        fully discussed in Note 5, we entered into an exchange transaction on August
        3,
        2006 that resulted in the exchange and extinguishment of the Palisades Note
        for
        Series B Preferred Stock.
 
 By
        way of
        background, in February 2006 Palisades issued a note to us in the amount
        of
        $1,666,666 whereby we received $1,490,000 net of expenses. The note bore
        interest at 10% and was due with accrued interest the sooner of June 17,
        2006 or
        the closing of a financing round in excess of $9.0 million. In connection
        with a
        bridge financing, we issued 200,000 shares of its common stock, valued at
        $440,000. 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 (see Note 5 for
        our
        accounting). 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
        was amortized over the term of the note using the effective interest method.
        In
        June 2006, Palisades extended the due date of the note until July 3, 2006
        for a
        fee of $16,667 and an adjustment of the conversion price of their Series
        A
        Convertible Preferred Stock to $1.00 per share (see Note 5 for our accounting).
        On July 16, 2006, we issued 130,000 shares of our common stock to Palisades
        for
        an additional extension of the notes to July 19, 2006. The value of the common
        shares issued was determined to be $132,600 based on the fair value of the
        common stock on the date of the transaction. On July 31, 2006, we verbally
        agreed to issue Palisades 2,153,846 shares of our common stock for a further
        extension of the note. The shares were valued at $2,476,922 based upon the
        fair
        value of the common stock on the date of the transaction.
 
  F-13
  ***Palisades
        $1,000,000 Note***
 
 On
        August
        4, 2006, Palisades loaned us $1,000,000 under a secured note payable under
        the
        following summarized terms: 18% interest; all amounts due at the earlier
        of
        90-days or the closing of the SVI acquisition; secured by a second lien on
        all
        assets. This note was exchanged and extinguished in connection with the
        $9,500,000 face value Secured Promissory Notes financing discussed
        above.
 
 ***Longview
        $1,500,000 Note***
 
 On
        May
        26, 2006, we borrowed $1,500,000 under a short-term note incurring interest
        at
        12%. This note was exchanged and extinguished in connection with the $9,500,000
        face value Secured Promissory Notes discussed above. The note was secured
        by an
        UCC-1 filing on all of our assets. The note was originally due on November
        26,
        2006 with interest payable quarterly. In connection with the note, we issued
        a
        warrant to purchase 450,000, shares of common stock at $1.50 per share expiring
        in five years. We allocated the proceeds received to the note and warrants
        based
        on their relative fair values. We allocated $291,000 to the warrants and
        the
        remaining portion to the notes. The value of the warrant was based upon the
        Black-Scholes option pricing model with the following assumptions: estimated
        volatility of 105%; risk-free interest rate of 4.9%; and an estimated life
        of 5
        years was recorded as a discount to the notes and amortized using the effective
        interest method. The allocation to the warrants resulted in a discount to
        the
        note of $291,000. On September 1, 2006, the Company modified the exercise
        price
        of the warrant to $0.50. The modification resulted in an additional $40,000
        charged to expense.
 
 The
        holders of the warrants continue to have certain registration rights. After
        151
        days of issuance, October 24, 2006, the holders may demand that the shares
        underlying the warrant be registered. Upon this demand we will have 120 days
        to
        file a registration statement and caused to be effective within 150 days.
        If the
        demand has been made and the registration statement has not been deemed
        effective we will incur significant penalties. The penalties are liquidated
        damages equal to two percent (2%) for each thirty (30) days (or such lesser
        pro-rata amount for any period of less than thirty (30) days) of the principal
        and accrued interest on the outstanding note. We accounted for the allocated
        value of the warrants as equity as the holders currently do not have the
        ability
        to demand registration. However, we are required to consider whether liquidating
        damage may arise under this arrangement and, if so, record such amounts when
        they are both probable and reasonably estimable. We have not recorded any
        such
        damages because, at this time, we do not believe that damages are
        probable.
 
 ***Other
        Notes***
 
 On
        March
        31, 2006 and April 4, 2006, we borrowed an aggregate of $400,000 under
        short-term notes with third parties incurring interest at 7% per annum. The
        notes plus accrued interest is due upon the earlier of dates ranging from
        June
        29, 2006 to July 3, 2006 or the raising of $9.0 million in a qualifying
        offering. In connection with the notes, we issued 60,000 shares of common
        stock
        valued at $120,000 based on the fair market value of the stock at the time
        of
        the transactions. The value of the common stock was recorded as a discount
        to
        the notes and amortized using the effective interest method. During the nine
        months ended September 30, 2006, we amortized $120,000 of the discount to
        interest expense. The notes are currently in default.
 
  F-14
  On
        May
        15, 2006, we borrowed $100,000 under two note agreements with interest at
        8%.
        The notes plus accrued interest is due upon the earlier of August 13, 2006,
        or
        the raising of $9.0 million in a qualifying offering. In connection with
        the
        note, we issued 15,000 shares of common stock valued at $30,000 based on
        the
        fair market value of the stock at the time of the transactions. The value
        of the
        common stock was recorded as a discount to the notes and amortized using
        the
        effective interest method. During the nine months ended September 30, 2006,
        we
        amortized $30,000 of the discount to interest expense. The note is currently
        in
        default.
 
 ***Related
        Party Notes***
 
 We
        currently have $1,470,000 face value, 8.0%, related party notes payable
        outstanding that were originally due September 30, 2007. These notes were
        convertible into a fixed number of shares of our common stock at conversion
        rates of $2.00; as such we concluded that the notes met the conventional
        convertible exemption from bifurcation of the embedded conversion
        option.
 
 On
        September 1, 2006, in connection with the $9,500,000 Secured Promissory Note
        financing transaction, the lenders required us to extend these related party
        notes to December 1, 2008. In addition, we reduced the conversion option
        price
        from $2.00 to $0.50 on two of these notes with an aggregate face value of
        $837,500. These modifications were reviewed under current accounting standards
        to determine whether such modifications rose to a level of significance that
        warranted extinguishment accounting. We concluded that the modifications
        related
        to the above two notes that aggregated $837,500 required extinguishment
        accounting. Under extinguishment accounting, we have revalued the notes payable
        to their respective fair values, which resulted in an extinguishment loss
        of
        $239,876 and a premium on the notes. The Company is amortizing the premium
        over
        the term of the new notes.
 
 **NOTE
        4 - COMMITMENTS**
 
 In
        October 2006, an executive of the Company resigned. As part of his settlement,
        the Company agreed to pay him one year’s severance in the amount of $320,000 and
        health benefits. In addition, the executive agreed to convert his convertible
        notes payable of $420,000 into 210,000 shares of the Company’s common stock. The
        settlement is contained in a Settle Agreement executed on November 13, 2006
        and
        subject to a seven (7) day rescission period. The Company believes it is
        more
        likely than not that the Settlement Agreement will not be rescinded during
        that
        time,
 
 **NOTE
        5 - EQUITY TRANSACTIONS**
 
 Our
        articles of incorporation provide for the issuance of 100,000,000 shares
        of
        common stock and 1,000,000 shares of preferred stock. We have designated
        4,000
        and 3,857 share of our preferred stock as Series A Convertible Preferred
        Stock
        and Series B Convertible Preferred Stock, respectively.
 
 ***Series
        A Convertible Preferred Stock***
 
 Our
        Series A Convertible Preferred Stock has a stated and liquidation value $1,000
        per share and provides for 8.0% cumulative dividend payable in either cash
        or
        common stock at our option; if we elect to pay dividends in common stock
        the
        holders are entitled to a 20% discount to trading market prices. Series A
        Convertible Preferred Stock does not vote with our common shareholders. It
        was
        initially convertible into our common stock at the option of the holder at
        a
        fixed conversion price of $3.00 per preferred share, subject to adjustment
        for
        anti-dilution protections. As discussed below, as of September 30, 2006,
        the
        conversion price has been adjusted to $0.50 per preferred share. Our Series
        A
        Convertible Preferred Stock is redeemable for cash at a premium to the stated
        value upon the occurrence of certain contingent events that include registration
        effectiveness requirements and changes in control. As a result, we carry
        Series
        A Preferred stock outside of stockholders’ equity and, in accordance with
        current accounting standards, would be required to adjust the carrying value
        to
        redemption value if and when the redemption events become probable.
 
  F-15
  We
        issued
        4,000 shares of our Series A Convertible Preferred Stock in September 2005
        in
        connection with a financing transaction for $4,000,000 ($3,760,000 net of
        offering expenses). We also issued warrants to purchase 400,000 shares of
        our
        common stock in connection with this financing transaction. These warrants
        are
        exercisable for five-years at an initial strike price of $3.50. We evaluated
        the
        financial instruments issued in connection with the financing transaction
        in
        accordance with SFAS No. 133 and concluded that for purposes of its application,
        the Series A Preferred Stock was more akin to a debt-type instrument. Therefore,
        we were required to record the fair value of the embedded conversion feature
        (“ECF”) and warrants as derivative liabilities, at fair value. The estimated
        fair values of the ECF and warrants were $3,048,252 and $890,941, respectively,
        on the inception date, which reduced the carrying value of the Series A
        Preferred Stock to zero. The excess value of the fair values of the ECF and
        warrants over the proceeds received from the Series A Convertible Preferred
        Stock financing arrangement of $179,193 was charged to other expense on the
        inception date. The fair value of the ECF and warrants were estimated using
        the
        Black-Scholes option pricing model with the following assumptions: estimated
        volatility of 100%; risk-free interest rate of 4%; estimated life of 5 years
        and
        no dividends.
 
 In
        February 2006, we re-priced the warrants to $0.05 per share. We valued the
        warrant at the date of modification, resulting in a charge of $473,708 to
        the
        statement of operations during the nine  months ended September 30, 2006.
        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 our common stock for $20,000. At the time of conversion
        the warrant liability of $820,009, after the final fair value adjustment,
        was
        reclassified to additional paid-in capital.
 
 Also,
        in
        connection with the bridge financing discussed in Note 3, the conversion
        price
        of the Series A Convertible Preferred Stock was adjusted from $3.00 to $2.50
        per
        share. We valued the ECF at the date of modification resulting in a charge
        to
        derivative expense of $1,564,091. 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.
 
 As
        further discussed in Note 3, we further modified the conversion price of
        the
        Series A Convertible Preferred Stock to $1.00 per share on June 30, 2006.
        The
        fair value of the ECF on June 30, 2006, was determined to be $3,305,751 based
        on
        the based upon the Black-Scholes option pricing model with the following
        assumptions: estimated volatility of 105%; risk-free interest rate of 5.1%;
        and
        an estimated life of 4.5 years which resulted in a charge to derivative expense
        of $684,730 during the three months ended June 30, 2006.
 
 Finally,
        on September 1, 2006, we modified the conversion prices of the Series A
        Convertible Preferred Stock to $0.50. The fair value of the ECF on September
        30,
        2006 was determined to be $2,297,808 based upon the Black-Scholes option
        pricing
        model with the following assumptions: estimated volatility of 105%; risk-free
        interest rate of 4.78%; and an estimated remaining term of 4.25 years which
        resulted in a credit to derivative expense of $1,007,683 during the three
        months
        ended September 30, 2006.
 
 On
        July
        31, 2006, the holder of the Series A Convertible Preferred Stock converted
        accrued dividends of $240,000 into 274,725 shares of common stock. The
        conversion was based on 80% of the five day average VWAP. The Company recorded
        the difference between the fair value of the common stock and the conversion
        price as interest expense in the amount of $60,000.
 
  F-16
  ***Series
        B Convertible Preferred Stock***
 
 Our
        Series B Convertible Preferred Stock has a stated and liquidation value $1,000
        per share and provides for 8.0% cumulative dividend payable in either cash
        or
        common stock at our option; if we elect to pay dividends in common stock
        the
        holders are entitled to a 20% discount to trading market prices. Series B
        Convertible Preferred Stock does not vote with our common shareholders. It
        was
        initially convertible into our common stock at the option of the holder at
        a
        fixed conversion price of $1.00 per preferred share, subject to adjustment
        for
        anti-dilution protections. Our Series B Convertible Preferred Stock is
        redeemable for cash at a premium to stated value upon the occurrence of certain
        contingent events that include registration effectiveness requirements and
        changes in control. As a result, we carry Series B Preferred stock outside
        of
        stockholders’ equity and, in accordance with current accounting standards, would
        be required to adjust the carrying value to redemption value if and when
        the
        redemption events become probable.
 
 We
        issued
        3,857 shares of our Series B Convertible Preferred Stock in August 2006 in
        connection with an exchange transaction that resulted in the extinguishment
        of
        $1,670,503 of our notes payable (the remaining Palisades Notes) and $37,963
        of
        accrued interest and other liabilities, and the exchange of 2,153,846 shares
        of
        our common stock previously issued to Palisades to the Series B Convertible
        Preferred Stock. The exchange transaction resulted in the recognition of
        an
        extinguishment gain and redemption gain amounting to $517,401 because the
        carrying values of the extinguished and redeemed instruments exceeded the
        fair
        value of the Series B Convertible Preferred Stock issued in the exchange.
        We
        evaluated the Series B Convertible Preferred Stock in accordance with SFAS
        No.
        133 and concluded that for purposes of its application, the Series B Convertible
        Preferred Stock was more akin to a debt-type instrument. Therefore, we were
        required to bifurcate the fair value of the ECF, amounting to $2,189,048,
        as a
        derivative liability. The fair value of the Series B Preferred Stock, after
        bifurcation, was estimated to amount to $1,475,102 using the Black-Scholes
        option pricing model with the following assumptions: estimated volatility
        of
        105%; risk-free interest rate of 4.78%; estimated life of 2 years and no
        dividends. The fair value of the ECF on September 30, 2006 was determined
        to be
        $1,712,778 resulting in a credit to derivative expense of $476,270 during
        the
        three and nine months ended September 30, 2006.
 
 ***Cashless
        Warrant Exercise***
 
 On
        July
        1, 2006, a director of the Company and the holder of warrants to purchase
        250,000 shares of our common stock exercised the warrants under its cashless
        exerciseprovision
        whereby we issued 250,000 shares of our common stock.
 
 ***Common
        Stock Issued For Services***
 
 In
        August
        2006, 45,000 shares of our common stock were issued for consulting services
        valued at $43,119 based on the stock price when the services were performed.
        In
        September 2006, 950,000 shares of our common stock were issued for investor
        relations consulting services valued at $427,500 based on the stock price
        when
        the contracts and stock issuance was approved by the board of directors of
        the
        Company as that was the date the contracts were legally authorized.
 
 **NOTE
        6 - SEGMENT INFORMATION**
 
 We
        have
        identified the following reportable business segments. Prior to July 1, 2005
        we
        operated solely in the IT consulting, security training and communications
        under
        CBC. Oxford commenced operations in its media segment in December 2005 and has
        included the operations of SVI from July 1, 2006.
        The
        Company is currently evaluating the segment reporting after the acquisition
        of
        SVI.  Segment information for the three and nine months ended September 30,
        2006 is as follows:
 
  F-17
 **CBC**
                
                **Oxford**
                
                **SVI**
                
                **OMI**
                
                **Combined**Total
                    Assets
                September
                  30, 2006
                
                $
                1,049,779
                
                $
                2,349,637
                
                $
                12,159,740
                
                $
                1,414,912
                
                $
                16,974,068Revenues
                Three
                  months ended September 30, 2006
                
                
                2,005,211
                
                
                189,021
                
                
                3,473,558
                
                
                -
                
                
                5,667,790Revenues
                Nine
                  months ended September 30, 2006
                
                
                4,617,232
                
                
                289,857
                
                
                3,473,558
                
                
                -
                
                
                8,380,647Operating
                    Income (Loss)
                Three
                  months ended September 30, 2006
                
                
                47,924
                
                
                (875,147
                )
                
                (238,823
                )
                
                (1,501,136
                )
                
                (2,567,182
                )Operating
                    Income (Loss)
                Nine
                  months ended September 30, 2006
                
                
                49,435
                
                
                (2,697,980
                )
                
                (238,823
                )
                
                (6,692,514
                )
                
                (9,579,882
                )Net
                    (Income) Loss
                Three
                  months ended September 30, 2006
                
                
                17,976
                
                
                (875,147
                )
                
                (231,257
                )
                
                (6,106,639
                )
                
                (7,195,067
                )Net
                    Loss
                Nine
                  months ended September 30, 2006
                
                $
                (41,962
                )
                $
                (2,697,980
                )
                $
                (231,257
                )
                $
                (14,806,316
                )
                $
                (17,777,515
                )
   **NOTE
        7 - SUBSEQUENT EVENTS**
 
 Effective
        November 16, 2006, the Company
        increased its senior secured promissory notes from $9,500,000 to $11,880,000
        through additional borrowings. Total net proceeds received by the Company
        under
        the additional borrowings are approximately $1,900,000. In connection with
        the
        amendment, the senior secured promissory notes interest rate were changed
        from
        10% to 12% and the due dates were extended from December 1, 2008 to December
        1,
        2009. In addition, interest and liquidated damages in the amount of $380,000
        due
        to two of the primary lenders **** was
        also
        included in the new note. In connection with the new financing, the Company
        issued 600,000 shares of common stock and five year warrants to purchase
        2,000,000 shares of common stock at $0.50 per share to the holder of the
        new
        note.
 
 In
        October 2006, the Company issued 650,000 shares of common stock under an
        employment contract and 17,666 shares of common stock for consulting services.
        The shares were valued based on the date the agreements were
        authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
  F-18
  **Item
                  2.**
              **Management’s
                  Discussion and Analysis**
 
 **Forward-Looking
        Statements**
 
 Certain
        statements, other than purely historical information, including estimates,
        projections, statements relating to our business plans, objectives, and expected
        operating results, and the assumptions upon which those statements are based,
        are “forward-looking statements” within the meaning of the Private Securities
        Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
        and Section 21E of the Securities Exchange Act of 1934. These
        forward-looking statements generally are identified by the words “believes,”
“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and
        similar expressions. We
        intend
        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 are including this statement for purposes of complying with
        those safe-harbor provisions. Forward-looking
        statements are based on current expectations and assumptions that are subject
        to
        risks and uncertainties which may cause actual results to differ materially
        from
        the forward-looking statements. Our
        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 our
        operations and future prospects 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 also be considered
        in evaluating forward-looking statements and undue reliance should not be
        placed
        on such statements. We
        undertake no obligation to update or revise publicly any forward-looking
        statements, whether as a result of new information, future events or otherwise. Further
        information concerning our business, including additional factors that could
        materially affect our financial results, is included herein and in our other
        filings with the SEC.
 
 **Our
        Business**
 
 In
        general, over the next twelve months, 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.
 
 As
        we
        continue to grow our core MDU and hospitality business a substantial part
        of our
        expected increase in revenues will be from the deployment of our WiMax
        technology and wireless network, allowing us to deliver content and broadband
        Internet access to areas surrounding our hospitality and MDU consumer base.
        Our
        Video-On-Demand/Pay-Per-View system is expected to be rolled out to over
        200 new
        hospitality property customers by the end of 2006.
 
 We
        have
        grown significantly over the preceding twelve months through acquisitions
        of
        related businesses, and expect to increase our revenues over the coming twelve
        months through acquisitions of related businesses. Our results of operations
        will be directly affected by our ability to consummate new acquisitions as
        well
        as our ability to integrate the businesses of recent and proposed acquisitions
        with our existing operations. We are unable at this time to provide investors
        with assurances that any such acquisitions will be consummated or that, if
        consummated, we will be able to successfully integrate these businesses into
        our
        existing operations.
 
 The
        two
        related lines of business upon which we will focus are represented by our
        two
        subsidiaries, OxfordSVI (“Oxford”) and CBC. For simplicity, we will discuss the
        specifics of each of these separately.
 
  2
  **Oxford**
 
 Among
        large, high-end properties, our business is currently dominated in the
        hospitality industry by a three large providers, Lodgenet, On Command and
        In
        Demand. Their systems, however, use older Mpeg 2 technology, allowing only
        the
        delivery of lower quality transmissions because of lower bandwidth capabilities.
        Consequently, their services can only be delivered cost effectively to large,
        high-end facilities, and, even then, only at rates in excess of $450 per
        hotel
        room for 300 plus rooms, as quoted in their public filings. This price goes
        up
        as they are placed in smaller hotels.
 
 Our
        systems are based on new Mpeg 4 technology, allowing for high definition
        transmissions and much lower price points. Thus, the advantage of our systems
        over other larger competitors is that we can offer higher quality transmissions
        at a lower cost to our customers. This allows us to sell to lower end properties
        which have previously been underserved and largely unable to offer Video
        on
        Demand (“VOD”) type services to their patrons. In total, we offer such
        facilities the ability to generate revenue from VOD services, attain a higher
        hospitality rating, gain potential royalties from advertisements, and even
        lower
        their costs on other related guest services for the 75 to 300 room hotel
        market.
 
 As
        part
        of our deployment, we receive roof rights for our WiMax antenna to broadcast
        to
        the surrounding area and thereby offer our hospitality and MDU customers
        additional revenue. Moreover, because lodging facilities are the second point
        of
        distribution of movies and similar content, VOD delivered to consumers in
        the
        surrounding area through our hospitality customers will include content not
        yet
        available in video stores. Existing competitors are not yet capable of offering
        this service.
 
 We
        expect
        to begin deployment of Oxford’s early wireless network installations beginning
        in the second quarter of 2007 in smaller rural markets, underserved by broadband
        and cable access. We will be utilizing the rooftops of existing hospitality
        customers as the foundation for this deployment. In this process, we will
        install WiMax antennas broadcasting video and other services to businesses
        and
        homes within the range of the each wireless network we set up.
 
 This
        rollout of our wireless network for television opens up a connection between
        television and the internet. This combination of these two powerful mediums
        is
        expected to lead to new applications with interesting possibilities of great
        commercial potential. In effect, we will be placing a video store, music
        store and game store on-line. Our hope is that we will be in a position to
        take
        commercial advantage of these new opportunities as they arise from this new
        market.
 
 We
        have
        acquired through Oxford a company called eMod Systems, Inc. eMod is a digital
        solutions company concentrating on the secure high quality distribution of
        digital video content to the hotel industry. This company has provided us
        with
        critical technology that gives us the ability to deliver a better quality
        product at a lower price point. This has increased our client base and assisted
        in our growth plan.
 
 Initial
        sales efforts for these customers progressed more slowly than anticipated,
        so we
        switched our staffing and marketing approach in February 2006 by entering
        into
        distributorship arrangements with existing providers of Free-to-Guest Services
        of these targeted hospitality properties. With this approach in place, we
        were
        able to substantially improve our initially poor sales efforts relatively
        quickly.
 
 On
        September 1, 2006, effective July 1, 2006, we completed a transaction with SVI
        Systems, Inc. whereby we acquired from SVI Systems, Inc. all of the issued
        and
        outstanding shares of capital stock of SVI Hotel Corporation, its wholly-owned
        subsidiary. SVI is a leading provider of Video-On-Demand movie systems,
        Free-to-Guest satellite systems, and high-speed Internet and information
        solutions to the hospitality industry. As a result of the acquisition, SVI
        became our wholly-owned subsidiary and then we merged one of our other
        subsidiaries, Oxford Media Corp. into SVI and changed its name to OxfordSVI,
        Inc. The combined entity will carry on the business of both companies and
        implement our overall business plan.
 
  3
  SVI
        has
        been in the Video-on-Demand business for 18 years and has an installed base
        in
        excess of 1,900 hotels and 155,000 rooms. Revenues for their hospitality
        business were $13,295,689 for the year ended December 31, 2005.
 
 As
        we
        continue to grow our core hospitality business, management believes that
        the
        acquisition of SVI will bring substantial synergies between their installed
        base
        and Oxford’s new technology. Consistent
        with our business plan, we are currently in the process seeking to acquire
        and
        integrate other digital video on demand companies into Oxford’s
        operations.
 
 **Creative
        Business Concepts, Inc.**
 
 CBC
        is a
        wireless systems provider specializing in network security, IT Integration,
        and
        Telecom. As part of these services, CBC designs and installs specialty
        communication systems for data, voice, video, and telecom. We determine our
        clients’ requirements by performing a Needs Analysis and Site Audit. We then
        implement a specialized communications system with the deployment of a fixed
        Wireless Local Area Network. CBC also maintains, manages, and secures the
        wireless or installed IT systems of our customers.
 
 We
        continue to seek to expand our CBC client base and thus our CBC 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. The acquisition has enhanced
        our
        operations by adding experience, capacity and technology management to CBC’s
        current engineering division which resulted in an operating profit in the
        three
        months ended September 30, 2006.
 
 In
        the
        third quarter of 2006, CBC continued to expand its product and services
        portfolio in the Information Security market.  New partnerships were
        established with product suppliers, specifically in the areas of content
        management, network access control and endpoint security.  The technologies
        provided through these partnerships, combined with CBC’s recognized security
        expertise, provide customers with the best of breed solutions for securing
        and
        managing their critical I.T. Systems and Data.  In addition, these
        partnerships allow CBC to expand its marketing reach into larger,
        Enterprise-level organizations, to leverage CBC’s recognized expertise in
        Information Security and I.T. Infrastructure deployment.
 
 CBC
        currently focuses on the following four major areas for customers in order
        maximize their Information Technology strength and enhance their
        performance:
 
 1.
              IT
                  Security -- Protecting information from unauthorized
                  access.
 2.
              IT
                  Integration -- Making certain that IT systems are performing to
                  specifications and working as
                  ordered.
 3.
              Telecom
                  - Providing carrier neutral tele-management consulting and
                  reselling.
 4.
              WI-FI
                  and WIMAX -- Point to multipoint wireless networks of up to 30
                  miles.
 
 **SVI
        Acquisition and financing**
 
 On
        May
        26, 2006, we entered into a binding Memorandum Agreement with SVI Systems,
        Inc.
        to acquire from SVI all of the issued and outstanding shares of capital stock
        of
        SVI Hotel Corporation, which was the wholly owned subsidiary of SVI. On
        July
        19, 2006, we entered into a Stock Purchase Agreement with SVI which was amended
        on August 3, 2006. The transaction was deemed effective on July 1, 2006,
        and the
        final payment was made on September 1, 2006. As
        a
        result of the acquisition, SVI became our wholly-owned subsidiary and then
        we
        merged one of our other subsidiaries, Oxford Media Corp. into SVI and changed
        its name to OxfordSVI, Inc.
 
  4
  In
        the
        acquisition process, the following key transactions occurred:
 
 (a)
        We
        acquired each outstanding share of common stock of SVI;
 
 (b)
        We
        issued an aggregate of 1,600,000 shares of common stock, warrants to purchase
        1,375,000 shares of common stock at $1.00 per share, $5,850,000 in cash,
        $2,350,000 in the form of a convertible note due July 2008, $100,000 in an
        unsecured promissory note due January 31, 2007, and a maximum additional
“earn
        out” of $4,000,000 in cash to SVI Systems, Inc., the former sole  shareholder
        of SVI;
 
 (c)
        We
        granted certain registration rights in regard to the common stock we issued,
        as
        well as the common stock to be granted upon exercise of the warrants and
        issuable upon conversion of the convertible notes.
 
 (d)
        We
        hired the key employees of SVI; and
 
 In
        order
        to partly finance this transaction, in September we also partially closed
        a
        financing transaction in which we issued Promissory Notes in the principal
        amount of $9,500,000. The lenders participating in the transaction were the
        following: Palisades Master Fund, LP; Longview Fund, L.P.; Crescent
        International LTD; Camofi Master LDC; Plus Four Private Equities, LP; Lewis
        Jaffe; and David L. Parker.
 
 We
        have a
        pre-existing relationship with four of these lenders. These relationships
        are
        summarized as follows: (i) Palisades is the owner of 4,000 shares of our
        Series
        A Convertible Preferred Stock, 3,857 shares of our Series B Convertible
        Preferred Stock, shares of our common stock issued to it as payment of dividends
        owed to it as the holder of shares of our Series A Convertible Preferred
        Stock,
        and was the holder of a promissory note (now consolidated into the new
        financing) in the original principal amount of $1,000,000 (which we refer
        to as
        the Palisades Note); (ii) Longview is the holder of warrants to acquire our
        common stock, and was the holder of our promissory note (now consolidated
        into
        the new financing) in the original principal amount of $1,500,000 (which
        we
        refer to as the Longview Note); (iii) Jaffe is our chief executive officer,
        a
        member of our Board of Directors, and the holder of shares of our common
        stock
        subject to substantial risks of forfeiture; and, (iv) Parker is our chief
        operating officer, a member of our Board of Directors, the holder of shares
        of
        our common stock, and the holder of our promissory note issued in his favor.
        We
        refer to the seven lenders in this transaction as the “Lenders”.
 
 Under
        the
        terms of the loan transaction, we issued our Secured Promissory Notes in
        favor
        of the Lenders for the loans made by the Lenders to us in the aggregate
        principal amount of $9,500,000. Palisades contributed $3,800,000 in cash
        and the Palisades Note as part of the Loan, for a total of $4,800,000. Longview
        contributed $1,000,000 in cash and the Longview Note as part of the Loan,
        for a
        total of $2,500,000. Crescent contributed $500,000 in cash. Camofi contributed
        $1,000,000 in cash. Plus Four contributed $500,000 in cash. Jaffe and Parker
        each contributed $100,000 in cash. Jaffe and Parker were required by Palisades
        and Longview to participate in the Loan as a condition to Palisades and Longview
        participating in the Loan. The proceeds of the Loan will be used for the
        payment
        of the cash portion of the total consideration needed to be paid to finalize
        and
        close the purchase of the issued and outstanding shares of common stock of
        SVI
        Hotel Corporation, with the remainder of the loan proceeds to be used for
        general corporate purposes.
 
 The
        Secured Promissory Notes have an interest rate of 10% per annum; a maturity
        date
        of two years; and, are secured by a lien on all of our assets pursuant to
        a
        Security Agreement. Our obligations under the Secured Promissory Notes are
        guaranteed by each of our subsidiaries under a Subsidiary Guarantee executed
        by
        each of our subsidiaries. As additional consideration for the Loan, we also
        issued to each of the Lenders (i) that number of shares of our common stock
        equal to 30% of the amount loaned by each Lender (resulting in the issuance
        of a
        total of 2,850,000 shares of our common stock to the Lenders); and, (ii)
        warrants to acquire that number of shares of our common stock equal to the
        amount loaned by each Lender, at a purchase price of $0.50 pre share, with
        a
        term of 5 years (resulting in the issuance of warrants to acquire a total
        of
        9,500,000 shares of our common stock). The common stock and warrants we issued
        as part of the Loan obligate us to satisfy certain registration rights and
        limitations. All agreements and documents entered into or delivered as part
        of
        the Loan were done so pursuant to a Subscription Agreement we entered into
        with
        each of the Lenders.
 
  5
  Our
        subscription agreement with the Lenders requires that we register both the
        2,850,000 shares of our common stock we issued them in this transaction as
        well
        as the 9,500,000 shares of our common stock underlying the warrants they
        received. Under this agreement, we were subject to significant penalties
        if we
        did not file a registration statement for these securities by November 3,
        2006,
        and then obtain effectiveness of the registration statement by no later than
        January 31, 2007. There are further penalties for any failure to maintain
        the
        registration statement. In addition, we are subject to other registration
        rights
        obligations and penalties on financing related securities issued to certain
        of
        the Lenders as well as to SVI on the acquisition transaction.
 
 Subsequent
        to the reporting period, the Lenders granted us an extension to our registration
        obligations and we have been negotiating for an additional $2 million in
        funding
        under the same terms and conditions as the Secured Promissory Notes. When
        these
        negotiations are concluded, we will proceed to file the required registration
        statement.
 
 The
        success of our business plan beyond the next 12 months is contingent upon
        us
        obtaining additional financing. We intend to fund operations through additional
        debt or equity financing arrangements, which may be insufficient to fund
        our
        capital expenditures, working capital, or other cash requirements. We do
        not
        have any formal commitments or arrangements for  the
        sales
        of stock or the advancement or loan of funds at this time. There can be no
        assurance that such additional financing will be available to us on acceptable
        terms, or at all.
 
 **Off
        Balance Sheet Arrangements**
 
 As
        of
        September 30, 2006, there were no off balance sheet arrangements.
 
 **Liquidity
        and Capital Resources**
 
 As
        of
        September 30, 2006, we had total current assets of $2,756,688, consisting
        of
        cash and cash equivalents in the amount of $745,948, accounts receivable
        in the
        amount of $1,355,645, inventory in the amount of $319,994 and prepaid expense
        in
        the amount of $335,101.
 
 Operating
        activities used $4,162,718 in cash for the nine months ended September 30,
        2006.
        Our net loss of $17,777,515 represented actual cash operating losses of
        $4,878,628 which was the primary components of our negative operating cash
        flow.
        Investing activities for the nine months ended September 30, 2006 used
        $6,795,800, most of which was used for the acquisition of SVI. Net cash flows
        due to financing activities for the nine months ended September 30, 2006
        were
        positive in the amount of $11,064,167. We received proceeds of $10,350,000
        from
        issuance of short-term and long-term debt during the nine months ended September
        30, 2006.
  We
        have
        suffered losses from operations and negative cash flows from operating
        activities during the year ended December 31, 2005 and the nine months ended
        September 30, 2006. We had a working capital deficiency at September 30,
        2006 of
        $1,868,334. These factors raise substantial doubt about our ability to continue
        as a going concern. During the quarter ended September 30, 2006, we obtained
        long-term senior secured debt financing in the amount of $9,500,000 which
        allowed for the acquisition of SVI, the consideration included a cash payment
        of
        $5,850,000. Subsequent to September 30, 2006, we entered into an additional
        financing transaction in November 2006 which provided an additional $2,000,000
        and was added on to the senior secured debt which is payable over a three
        year
        period.
 
  6
  The
        Company plans to obtain profitable operations, by moving its VOD business
        to the
        SVI facility in Peoria, IL. We expect the integration to be complete by the
        end
        of the 4 th quarter
        in 2006. The cash operating loss for the Company for the quarter ended September
        30, 2006 was $878,414 as compared with $2,158,024 for the preceding
        quarter.
 
 We
        expect
        the VOD media company, now operating as OxfordSVI, Inc. to be cash flow positive
        in the first quarter of 2007. There is no assurance that this will be sufficient
        to cover the planned product development for both VOD and WiMAX and general
        corporate expenses. There is further no assurance that the proceeds from
        future
        financings will be sufficient to obtain profitable operations.
 
 **Results
        of Operations for the Three Months Ending September 30,
        2006**
 
 Revenues
        for the three months ended September 30, 2006 were $5,667,790 as compared
        with
        $2,049,287 for the three months ended September 30, 2005. The revenues for
        2005
        consisted of revenues only from CBC, whereas the revenues for 2006 consisted
        of
        revenues from both CBC ($2,005,211) and Oxford ($189,021) and SVI ($3,473,558.)
        Oxford deferred revenue recognition on VOD system sales in the quarter of
        $320,000. Gross profit was $3,039,079 for the three months ended September
        30,
        2006, as compared with $604,061 for the three months ended September 30,
        2005.
 
 Cash
        operating expenses were $3,917,493 and cash operating loss was $878,414 for
        the
        three months ended September 30, 2006 as compared with cash operating expenses
        of $1,500,583 and a cash operating loss of $896,522 for the same period in
        the
        prior year. The cash operating loss for the three months ended September
        30,
        2006 represented a reduction of $1,279,610 from the preceding quarter ended
        June
        30, 2006
 
 The
        operating loss for the three months ended September 30, 2006 when including
        non
        cash components of stock based compensation of $931,764 and depreciation
        and
        amortization of $757,004 was $2,567,182 as compared with $3,014,662 for the
        three months ended September 30, 2006, which included stock based compensation
        of $2,079,420 and depreciation and amortization of $38,720.
 
 Other
        income and expense for the three months ended September 30, 2006 included
        interest expense of $377,301, debt extinguishment costs of $1,322,212, loan
        extension fees of $2,609,522 and liquidated damages of $341,667 which resulted
        in a net loss of $7,195,067. For the three months ended September 30, 2005,
        interest expense was $531,450 and the net loss was $3,572,457.
 
 Preferred
        dividends for the three months ended September 30, 2006 were $128,855 and
        the
        net loss applicable to common shareholders was $0.37 per share versus $0.26
        per
        share for the three months ended September 30,2006,
 
 **Results
        of Operations for the Nine Months Ending September 30,
        2006**
 
 Revenues
        for the nine months ended September 30, 2006 were $8,380,647 as compared
        with
        $4,078,526 for the nine months ended September 30, 2005. The revenues for
        2005
        consisted of revenues only from CBC whereas the revenues for 2006 consisted
        of
        revenues from CBC ($4,617,232), Oxford ($289,857) and SVI ($3,473,558). SVI
        revenues were for only from July 1, 2006. Oxford VOD systems revenue of $662,000
        has been deferred. Gross profit was $3,897,888 for the nine months ended
        September 30, 2006 as compared with $1,243,533 for the nine months ended
        September 30, 2005, with the improvement due the margin provided by SVI since
        the date of acquisition.
 
  7
  Cash
        operating expenses were $8,776,516 and cash operating loss was $4,878,628
        for
        the nine months ended September 30, 2006 as compared with cash operating
        expenses $2,598,833 and cash operating losses of $1,355,350 for the same
        period
        in the prior year. The operating loss for the nine months ended September
        30,
        2006 when including non cash components of stock based compensation of
        $3,521,764 and depreciation and amortization of $1,179,490 was $9,579,882
        as
        compared with an operating loss of $3,518,199 for the nine months ended
        September 30, 2006, which included stock based compensation of $2,089,420
        and
        depreciation and amortization of $73,429.
 
 Other
        income and expense for the nine months ended September 30, 2006 included
        interest expense of $1,368,686, debt extinguishment costs of $1,322,212,
        loan
        extension fees of $2,609,522, liquidated damages of $341,667 and a loss on
        derivative liabilities of $2,564,504 which resulted in a net loss of
        $17,777,515. For the nine months ended September 30, 2005, interest expense
        was
        $588,830, loss form derivative liabilities was $$26,345 and the net loss
        was
        $4,133,374.
 
 Preferred
        dividends for the nine months ended September 30, 2006 were $288,855 and
        the net
        loss applicable to common shareholders was $1.00 per share versus $0.48 per
        share for the nine months ended September 30,2006,
 
 **Going
        Concern**
 
 Our
        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.  We have suffered losses
        from operations and negative cash flows from operating activities during
        the
        year ended December 31, 2005 and the nine months ended September 30, 2006.
        We
        had a working capital deficiency at September 30, 2006 of  $1,868,334.
        These factors raise substantial doubt about our ability to continue as a
        going
        concern. During the quarter ended September 30, 2006, we obtained long-term
        senior secured debt financing in the amount of $9,500,000 which allowed for
        the
        acquisition of SVI, the consideration included a cash payment of $5,850,000
        Subsequent to September 30, 2006, we entered into additional financing
        transactions, see Note 7 in the condensed consolidated financial
        statements.
 
 The
        company plans to obtain profitable operations, by moving its VOD media business
        to the SVI facility in Peoria, IL. We expect the integration to be complete
        by
        the end of the 4 th quarter
        in 2006. The cash loss for the Company for the quarter ended September, 30,
        2006
        was $878,414 as compared with $2,158,024 for the preceding quarter
 
 We
        expect
        the VOD media company, now operating as OxfordSVI, Inc. to be cash flow positive
        in the first quarter of 2007. There is no assurance that this will be sufficient
        to cover the planned product development for both VOD and WiMAX and general
        corporate expenses. There is further no assurance that the proceeds from
        future
        financings will be sufficient to obtain profitable operations.
 
 **Critical
        Accounting Policies**
 
 In
        December 2001, the SEC requested that all registrants list their most “critical
        accounting polices” in the Management Discussion and Analysis. The SEC indicated
        that a “critical accounting policy” is one which is both important to the
        portrayal of a company’s financial condition and results, and requires
        management’s most difficult, subjective or complex judgments, often as a result
        of the need to make estimates about the effect of matters that are inherently
        uncertain. We believe that the following accounting policies fit this
        definition.
 
 Refer
        to
        our 2005 Annual Report on Form 10-KSB for further discussion of existing
        critical accounting policies.
 
  8
  We
        have
        commenced delivery of guest-pay services providing in-room, video-on-demand.
        This service is typically purchased on a per-view basis. We recognize revenue
        from the sale of these services in the period in which such services are
        sold to
        the hotel guest and when collection is reasonably assured. At the time of
        order
        we track the usage of such services through our VOD system as evidence of
        the
        transaction. In addition, at the time of delivery no additional performance
        obligation exists. The pricing of these transactions is established through
        our
        contract with the hotel. In addition, we record revenues for providing the
        content on the gross basis as we are ultimately responsible for the delivery
        of
        the content. We possess the licenses with the movie studios and are ultimately
        liable for the payment of royalties.
 
 In
        addition to providing content, we sell VOD systems to the hospitality industry
        through a network of dealers. At the time of sale, we require the end user
        to
        enter into a content agreement. Under the maintenance and content agreement
        we
        provide such services as maintenance, training, customer support and loading
        of
        content. Currently, the VOD server, software, and related upgrades, maintenance
        and customer service elements are not separable due to our limited operating
        history. Thus, revenues from the sale of the VOD systems are being recognized
        ratably over the period of the content agreement, which is generally five
        years.
        As more VOD systems are sold, we expect to establish vendor specific evidence
        on
        the elements and expect to recognize a portion of the sale of the VOD system
        upon shipment. We record the sales price to the dealer as revenue as we do
        not
        participate in the negotiations between the dealer and the hotel. In addition,
        we capitalize and amortize the cost of the VOD system over the service period.
 
 **Recently
        Issued Accounting Pronouncements**
 
 On
        September 15, 2006, the Financial Accounting Standard Board issued Statement
        of
        Financial Accounting Standard 158, Fair
        Value Measurements (“SFAS
        158”) that provides enhanced guidance for using fair value to measure assets
        and
        liabilities. The standard applies whenever other standards require (or permit)
        assets or liabilities to be measured at fair value. The standard does not
        expand
        the use of fair value in any new circumstances. This Statement is effective
        for
        financial statements issued for fiscal years beginning after November 15,
        2007,
        and interim periods within those fiscal years. Earlier application is
        encouraged, provided that the reporting entity has not yet issued financial
        statements for that fiscal year, including financial statements for an interim
        period within that fiscal year. The Company will adopt this pronouncement
        effective March 31, 2007. We are currently evaluating the impact of adopting
        this pronouncement on our financial statements.
 
 During
        October 2006, the Financial Accounting Standards Board exposed for public
        comment FASB Staff Position 00-19(b), Accounting
        for Registration Payment Arrangements ,
        which,
        if promulgated in its current form would amend Financial Accounting Standard
        No.
        133 Accounting
        for Derivative Financial Instruments and Hedging Activities .
        Generally, the proposed amendment will provide for the exclusion of registration
        payments, such as the liquidated damages that we have incurred, from the
        consideration of classification of financial instruments. Rather, such
        registration payments would be accounted for pursuant to Financial Accounting
        Standard No. 5 Accounting
        for Contingencies ,
        which
        is our current accounting practice. That is, all registration payments will
        require recognition when they are both probable and reasonably estimable.
        Our
        current financial arrangements result in liability classification because
        of
        features that cause share settlement of our derivative instruments to be
        beyond
        our control and other criteria that preclude equity classification. We will
        evaluate the application of the exposure draft during the fourth quarter
        and
        determine whether, if ultimately adopted by the FASB, this standard will
        provide
        for reclassification of certain of our derivative instruments either to
        stockholders’ equity or recombination with host instruments.
 
  9
  **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, our
        independent accountants, advised management of certain significant internal
        control deficiencies that they considered to be, in the aggregate, a material
        weakness, including, inadequate staffing and supervision; substantiation
        and
        evaluation of certain general ledger account balances including the lack
        of
        reconciliations and improper cut-offs; lack of procedures and/or expertise
        needed to prepare all required financial disclosures; and evidence that
        employees lack the qualifications and training to fulfil 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
        ti mely
        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 September
        30,
        2006 and determined that no prior period financial statements were materially
        affected by such matters.
 
 In
        addition, we are currently in process of moving accounting operations to
        the
        OxfordSVI facility in Peoria, Illinois which will remediate the observations
        by
        McKennon Wilson & Morgan LLP. We plan on completing the integration of the
        accounting functions and responsibilities incurred from the mergers by January
        1, 2007. Accounting systems and procedures are being standardized. With the
        closing of the acquisition of SVI, we acquired the services of a number of
        the
        SVI employees who possess accounting knowledge and background which we believe
        has further addressed some of the identified deficiencies. We also plan on
        implementing additional policies, procedures, and controls to address these
        issues.
 
 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 Effectiveness of Internal Controls
 
 Our
        management does not expect that our disclosure controls and procedures or
        our
        internal control over financial reporting will necessarily prevent all fraud
        and
        material error. Our disclosure controls and procedures are designed to provide
        reasonable assurance of achieving our objectives and our Chief Executive
        Officer
        and Chief Financial Officer concluded that our disclosure controls and
        procedures are effective at that reasonable assurance level. Further, the
        design
        of a control system must reflect the fact that there are resource constraints,
        and the benefits of controls must be considered relative to their costs.
        Because
        of the inherent limitations in all control systems, no evaluation of controls
        can provide absolute assurance that all control issues and instances of fraud,
        if any, within the Company have been detected. These inherent limitations
        include the realities that judgments in decision-making can be faulty, and
        that
        breakdowns can occur because of simple error or mistake. Additionally, controls
        can be circumvented by the individual acts of some persons, by collusion
        of two
        or more people, or by management override of the internal control. The design
        of
        any system of controls also is based in part upon certain assumptions about
        the
        likelihood of future events, and there can be no assurance that any design
        will
        succeed in achieving its stated goals under all potential future conditions.
        Over time, control may become inadequate because of changes in conditions,
        or
        the degree of compliance with the policies or procedures may deteriorate.
 
  10
  
 **PART
        II - OTHER INFORMATION**
 
 **Item
                  1.**
              **Legal
                  Proceedings**
 
 We
        are
        not a party to any pending legal proceeding. We are not aware of any pending
        legal proceeding to which any of our officers, directors, or any beneficial
        holders of 5% or more of our voting securities are adverse to us or have
        a
        material interest adverse to us.
 
 **Item
                  2.**
              **Unregistered
                  Sales of Equity Securities and Use of Proceeds**
 
 The
        information set forth below relates to our issuances of securities without
        registration under the Securities Act during the reporting period which were
        not
        previously included in a Current Report on Form 8-K.
 
 1.
              2,283,486
                  shares of common stock issued in connection with extensions of
                  notes
                  payable. . This issuance was exempt from registration under Section
                  4(2)
                  of the Securities Act of 1933.
 
 2.
              950,000
                  shares of common stock issued for investor relation services. This
                  issuance was exempt from registration under Section 4(2) of the
                  Securities
                  Act of 1933.
 
 3.
              20,000
                  shares of common stock issued for consulting services. This issuance
                  was
                  exempt from registration under Section 4(2) of the Securities Act
                  of
                  1933.
 
 4.
              25,000
                  shares of common stock issued for consulting services. This issuance
                  was
                  exempt from registration under Section 4(2) of the Securities Act
                  of
                  1933.
 
 5.
              250,000
                  shares of common stock issued in the exercise of a warrant. This
                  issuance
                  was exempt from registration under Section 4(2) of the Securities
                  Act of
                  1933.
 
 6.
              274,725
                  shares of common stock issued in payment of a dividend. This issuance
                  was
                  exempt from registration under Section 4(2) of the Securities Act
                  of
                  1933.
 
 7.
              1,600,000
                  shares of common stock issued in the acquisition of SVI Hotel Corporation.
                  This issuance was exempt from registration under Section 4(2) of
                  the
                  Securities Act of 1933.
 
 8.
              Warrants
                  to purchase 1,375,000 shares of common stock issued in connection
                  with the
                  acquisition of SVI Hotel Corporation. This issuance was exempt
                  from
                  registration under Section 4(2) of the Securities Act of
                  1933.
 
 
 9.
              2,850,000
                  shares of common stock issued in connection with the issuance of
                  notes
                  payable. This issuance was exempt from registration under Section
                  4(2) of
                  the Securities Act of 1933.
 
 10.
              Warrants
                  to purchase 9,850,000 shares of common stock in connection with
                  the
                  issuance of a note payable. This issuance was exempt from registration
                  under Section 4(2) of the Securities Act of
                  1933.
 
  11
  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 applicable provision noted above. 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.
   **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
        September 30, 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
                  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 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
 
  
 
  12
  **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:    
                  November 20, 2006
              By:
              /s/
                  Lewis
                  JaffeTitle:
              Lewis
                  JaffeChief
                  Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  13