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, 2005**
 
 [  
                ]
              Transition
                  Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                  1934
 
 For
        the
        transition period  to
 
 Commission
        File Number: **000-51125**


**OXFORD
      MEDIA, INC.**


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





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








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





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




Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
        (or
        for such shorter period that the issuer was required to file such reports),
        and
        (2) has been subject to such filing requirements for the past 90 days


[X]
      Yes   [  ]  No





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





State
        the
        number of shares outstanding of each of the issuer’s classes of common stock, as
        of the latest practicable date: 14,252,886 common shares as of November 14,
        2005.





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

















TABLE
                OF CONTENTSPagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            Management’s
                Discussion and Analysis or Plan of Operation
            15Item
                3:
            Controls
                and Procedures
            21PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            22Item
                2:
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            22Item
                3:
            Defaults
                Upon Senior Securities
            22Item
                4:
            Submission
                of Matters to a Vote of Security Holders
            23Item
                5:
            Other
                Information
            23Item
                6:
            Exhibits
            23













2





**PART
      I - FINANCIAL INFORMATION**





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




Our
        unaudited financial statements included in this Form 10-QSB are as
        follows:
 
 These
        unaudited condensed 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, 2005 are not necessarily indicative of the results that can
        be
        expected for the full year.
 
 **OXFORD
        MEDIA, INC. AND SUBSIDIARIES**
 **INDEX
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
        STATEMENTS**





**Page**Unaudited
                Condensed Consolidated Balance Sheets -September
                30, 2005 and December 31, 2004
            
            4Unaudited
                Condensed Consolidated Statements of Operations for
                the Three and
                Nine
                Months Ended September 30, 2005 and 2004
            
            5Unaudited
                Condensed Consolidated Statements of Stockholders’ Equity (Deficiency) for
                the Year Ended December 31, 2004, and the Nine Months Ended September
                31,
                2005
            
            6Unaudited
                Condensed Consolidated Statements of Cash Flows for the Nine Months
                EndedSeptember
                30, 2005 and 2004
            
            7Notes
                to Unaudited Condensed Consolidated Financial Statements
            
            8













.
 3











**OXFORD
      MEDIA, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(UNAUDITED)**




**September
                30,**
              **2005**
            
            **December
                31,**
              **2004****ASSETS****Current
                Assets**Cash
            
            $
            2,722,867
            
            $
            111,115Trade
                accounts receivable, net of allowance for doubtful accounts of $0and
                $0
            
            
            1,439,588
            
            
            695,107Inventory
            
            
            88,645
            
            
            -Prepaid
                expenses
            
            
            19,089
            
            
            10,000Receivable
                from employees and others
            
            
            18,564
            
            
            17,254**Total
                Current Assets**
            
            
            4,288,753
            
            
            833,476**Property
                and Equipment,**net
                of accumulated depreciation of $312,714 and $212,070
            
            
            296,677
            
            
            195,682**Software
                Technology**
            
            
            1,596,640
            
            
            -**Deposits**
            
            
            69,102
            
            
            49,070**Total
                Assets**
            
            $
            6,251,172
            
            $
            1,078,228**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIENCY)****Current
                Liabilities**Accounts
                payable
            
            $
            1,171,642
            
            $
            299,871Accrued
                liabilities
            
            
            246,818
            
            
            103,829Accrued
                interest payable to related parties
            
            
            283,433
            
            
            195,113Deferred
                revenue
            
            
            315,914
            
            
            290,053Current
                portion of capital lease obligation
            
            
            15,192
            
            
            15,200Wholesale
                financing line of credit
            
            
            99,145
            
            
            259,272Notes
                Payable
            
            
            328,516
            
            
            -Notes
                payable to related parties - current
            
            
            -
            
            
            -**Total
                Current Liabilities**
            
            
            2,460,660
            
            
            1,163,338**Long-Term
                Liabilities**Convertible
                notes payable to related parties
            
            
            1,470,000
            
            
            1,470,000Capital
                lease obligation, net of current portion
            
            
            16,766
            
            
            9,422**Total
                Long-Term Liabilities**
            
            
            1,486,766
            
            
            1,479,422**Stockholders'
                Equity (Deficiency)**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
            
            
            2,925,561
            
            
            -Common
                stock - no par value; 75,000,000 shares authorized; 14,252,886 and
                5,125,000 shares issued and outstanding
            
            
            14,253
            
            
            5,125Additional
                paid-in capital
            
            
            4,160,494
            
            
            269,876Accumulated
                deficit
            
            
            (4,796,562
            )
            
            (1,839,533
            )**Total
                Stockholders' Equity (Deficiency)**
            
            
            2,303,746
            
            
            (1,564,532
            )**Total
                Liabilities and Stockholders' Equity (Deficiency)**
            
            $
            6,251,172
            
            $
            1,078,228











The
            accompanying notes are an integral part of these condensed consolidated
            financial statements .
 4





**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,****2005**
            
            **2004**
            
            **2005**
            
            **2004****Revenue**Services
                provided
            
            $
            750,673
            
            $
            561,849
            
            $
            1,761,029
            
            $
            1,601,825Products
                sold
            
            
            1,298,614
            
            
            692,773
            
            
            2,317,497
            
            
            2,187,103**Total
                Revenue**
            
            
            2,049,287
            
            
            1,254,622
            
            
            4,078,526
            
            
            3,788,928**Costs
                of Revenue**Cost
                of services provided
            
            
            364,271
            
            
            291,551
            
            
            868,446
            
            
            877,275Cost
                of products sold
            
            
            1,080,955
            
            
            521,668
            
            
            1,966,547
            
            
            1,813,357**Total
                Cost of Revenue**
            
            
            1,445,226
            
            
            813,219
            
            
            2,834,993
            
            
            2,690,632**Gross
                Profit**
            
            
            604,061
            
            
            441,403
            
            
            1,243,533
            
            
            1,098,296Stock
                based compensation
            
            
            929,420
            
            
            -
            
            
            939,420
            
            
            -Selling,
                general and administrative expense
            
            
            1,539,303
            
            
            556,332
            
            
            2,672,312
            
            
            1,528,489**Loss
                From Operations**
            
            
            (1,864,662
            )
            
            (114,929
            )
            
            (2,368,199
            )
            
            (430,193
            )Interest
                expense
            
            
            (531,450
            )
            
            (30,970
            )
            
            (588,830
            )
            
            (82,467
            )**Net
                Loss**
            
            
            (2,396,112
            )
            
            (145,899
            )
            
            (2,957,029
            )
            
            (512,660
            )**Preferred
                Dividend**
            
            
            (887,701
            )
            
            -
            
            
            (887,701
            )
            
            -**Loss
                Applicable to Comnmon Shares**
            
            $
            (3,283,813
            )
            $
            (145,899
            )
            $
            (3,844,730
            )
            $
            (512,660
            )**Basic
                and Diluted Loss per Common Share**
            
            $
            (0.24
            )
            $
            (0.03
            )
            $
            (0.44
            )
            $
            (0.10
            )**Weighted-Average
                Shares Outstanding**
            
            
            13,907,886
            
            
            5,000,000
            
            
            8,665,904
            
            
            5,000,000








The
            accompanying notes are an integral part of these condensed consolidated
            financial statements .
 5





**OXFORD
      MEDIA, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF**


**STOCKHOLDERS’
      EQUITY (DEFICIENCY)**


**(UNAUDITED)**





**Series
                A**
              **Preferred
                Stock**
            
            **Common
                Stock**
            
            **Additional
                Paid-in**
            
            **Accumulated**
            
            **Total**
              **Stockholders’
                Equity****Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Deficiency**
            
            **(Deficiency)****Balance
                - December 31, 2003**
            
            
            -
            
            $
            -
            
            
            5,000,000
            
            $
            5,000
            
            $
            145,001
            
            $
            (1,249,487
            )
            $
            (1,099,486
            )Stock
                issued for cash
            
            
            -
            
            
            -
            
            
            125,000
            
            
            125
            
            
            124,875
            
            
            -
            
            
            125,000Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            (590,046
            )
            
            (590,046
            )**Balance
                - December 31, 2004**
            
            
            -
            
            
            -
            
            
            5,125,000
            
            
            5,125
            
            
            269,876
            
            
            (1,839,533
            )
            
            (1,564,532
            )Stock
                issued for cash
            
            
            -
            
            
            -
            
            
            212,500
            
            
            213
            
            
            474,787
            
            
            -
            
            
            475,000Stock
                issued for services
            
            
            -
            
            
            -
            
            
            415,000
            
            
            415
            
            
            829,585
            
            
            -
            
            
            830,000Warrants
                issued for services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            109,420
            
            
            
            
            
            109,420Stock
                issued for the acquisitions ofBecoming
                Art Inc.
            
            
            -
            
            
            -
            
            
            3,459,550
            
            
            3,459
            
            
            (3,459
            )
            
            -
            
            
            -Oxford
                Media Corp.
            
            
            -
            
            
            -
            
            
            4,990,836
            
            
            4,991
            
            
            1,052,368
            
            
            -
            
            
            1,057,359IT
                Networks, Inc.
            
            
            -
            
            
            -
            
            
            50,000
            
            
            50
            
            
            99,950
            
            
            -
            
            
            100,000Warrants
                issued with a convertible promissory note
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            246,764
            
            
            -
            
            
            246,764Beneficial
                conversion option of convertible promissory note
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            246,764
            
            
            -
            
            
            246,764Issuance
                of Series A Preferred Stock
            
            
            4,000
            
            
            2,925,561
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            2,925,561Beneficial
                conversion option of Series A preferred stock
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            834,439
            
            
            -
            
            
            834,439Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,957,029
            )
            
            (2,957,029
            )**Balance
                - September 30, 2005**
            
            
            4,000
            
            $
            2,925,561
            
            
            14,252,886
            
            $
            14,253
            
            $
            4,160,494
            
            $
            (4,796,562
            )
            $
            2,303,746











The
            accompanying notes are an integral part of these condensed consolidated
            financial statements .
 6





**OXFORD
      MEDIA, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**


***For
                the Nine Months Ended September 30,***
            
            **2005**
            
            **2004****Cash
                Flows from Operating Activities**Net
                loss
            
            $
            (2,957,029
            )
            $
            (512,661
            )Adjustments
                to reconcile net loss to cash used in operating
                activities:Depreciation
            
            
            73,429
            
            
            58,816Common
                stock issued for services
            
            
            939,420
            
            
            -Interest
                on issuance of warrants and convertible promissory note
            
            
            493,528
            
            
            -Changes
                in assets and liabilities net of effects from purchases of
                Oxford
              Media
                and Becoming Arts and IT Networks:Accounts
                receivable and other receivables
            
            
            (636,306
            )
            
            103,928Inventory
            
            
            (16,262
            )
            
            -Prepaid
                expenses
            
            
            (11,912
            )
            
            (38,291
            )Other
                assets
            
            
            234
            
            
            (29,273
            )Accounts
                payable
            
            
            637,155
            
            
            174,256Accrued
                liabilities
            
            
            (43,961
            )
            
            (68,509
            )Deferred
                revenue
            
            
            25,861
            
            
            6,498Accrued
                interest payable to related party
            
            
            88,320
            
            
            79,273**Net
                Cash Used in Operating Activities**
            
            
            (1,407,523
            )
            
            (225,963
            )**Cash
                Flows from Investing Activities**Cash
                received in acquisitions of Oxford Media Corp. and IT Networks,
                Inc,
            
            
            13,183
            
            
            -Purchase
                of property and equipment
            
            
            (56,851
            )
            
            -**Net
                Cash Provided by (Used in) Investing Activities**
            
            
            (43,668
            )
            
            -**Cash
                Flows from Financing Activities**Proceeds
                from issuance of notes payable to related parties
            
            
            115,000
            
            
            195,000Proceeds
                from issuance of convertible promissory note and warrants
            
            
            500,000
            
            
            -Principal
                payments on notes payable
            
            
            (615,000
            )
            
            -Net
                proceeds from issuance of Series A preferred stock and
                warrants
            
            
            3,760,000
            
            
            -Proceeds
                from the issuance of common stock
            
            
            475,000
            
            
            -Net
                payments on wholesale financing line of credit
            
            
            (160,127
            )
            
            (34,858
            )Principal
                payments on capital lease obligation
            
            
            (11,930
            )
            
            (11,509
            )**Net
                Cash Provided by Financing Activities**
            
            
            4,062,943
            
            
            148,633**Net
                Decrease in Cash**
            
            
            2,611,752
            
            
            (77,330
            )**Cash
                at Beginning of Period**
            
            
            111,115
            
            
            156,269**Cash
                at End of Period**
            
            $
            2,722,867
            
            $
            78,939**Supplemental
                disclosure of cash flow information - See note 10**











The
            accompanying notes are an integral part of these condensed consolidated
            financial statements.
 7


**OXFORD
          MEDIA, INC. AND SUBSIDIARIES**
 **NOTES
          TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2005**


**NOTE
        1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING
        POLICIES**





***Historical
      Background*** - ****** Creative
      Business Concepts, Inc. was organized by J. Richard Shafer during 1988 and
      was
      incorporated by Mr. Shafer on March 24, 1989 as a California corporation. In
      1999, Mr. Shafer sold Creative Business Concepts, Inc. to Richton Holding Corp,
      which became a subsidiary of Deere & Company. Mr. Schafer and certain of his
      associates continued as employees of the Company through December 28, 2001,
      when
      Mr. Shafer and his associates purchased Creative Business Concepts.





***Interim
      Financial Statements*** - The
      accompanying interim financial statements as of September 30, 2005 and for
      the
      nine months ended September 30, 2005 and 2004, are condensed, and therefore
      do
      not contain all the disclosures normally required by accounting principles
      generally accepted in the United States of America.  These statements
      should be read in conjunction with the most recent annual financial statements
      of Creative Business Concepts, Inc. included in the Form 8-K/A filed for Oxford
      Media, Inc. with the Securities and Exchange Commission on October 21,
      2005. The accompanying interim financial statements have been prepared
      by
      management of the Company without audit. In the opinion of management, these
      financial statements reflect all adjustments, consisting only of normal
      recurring entries, necessary for a fair presentation of financial results for
      the interim periods. The results of operations presented in the accompanying
      interim financial statements are not necessarily indicative of the results
      that
      may be expected for the full fiscal year ending December 31, 2005.





***Basis
      of Presentation*** - As
      more fully described in Note 2 - Acquisitions, through a series of planned
      transactions during 2005 Creative Business Concepts (“Creative”) and Oxford
      Media Corp. have become a wholly-owned subsidiaries of Becoming Art Inc.
      (“BEAI”), which was, prior to the reorganization, a public shell company with no
      operations, assets or liabilities. For accounting purposes, Creative is
      considered to be the acquirer of BEAI and Oxford Media Corp. On July 29, 2005
      BEAI changed its name to Oxford Media, Inc. The accompanying consolidated
      financial statements of Oxford Media, Inc. include the historical operations,
      equity and cash flows of Creative, and the operations and cash flows of Oxford
      Media Corp. since the date of its acquisition of BEAI, and the operations of
      BEAI since the date of its acquisition by Creative. Collectively, the
      consolidated group is referred to here in as the “Company.”





***Use
      of Estimates*** - The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities, disclosure of contingent
      assets and liabilities at the date of the financial statements and the reported
      amounts of revenues and expenses during the reporting period. Actual results
      could differ from these estimates.





***Business
      Condition*** - The
      Company has experienced losses from operations and negative cash flows from
      operating activities during the years ended December 31, 2003 and 2004 and
      during the nine months ended September 30, 2005. The Company had a working
      capital deficiency and a capital deficiency at December 31, 2004. During the
      quarter ended September 30, 2005, the Company received equity financing of
      approximately $4,000,000 and at September 30, 2005, the Company had cash of
      $2,722,867 and working capital of $1,826,239.









8
 **OXFORD
            MEDIA, INC. AND SUBSIDIARIES**
 **NOTES
            TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**


The
      Company’s plans include reducing costs and increasing revenues, in the network
      consulting business, the telecommunications brokerage business and the VOD
      business. In addition, management may plan to finance future operations through
      private or public issuances of its common stock, however, the success of these
      efforts cannot be assured.





***Inventory*** -
      Inventory consists of IT networking, VOD and DVD encoding hardware and software
      components and is stated at the lower of cost (using the first-in, first-out
      method) or market value. The Company has not deemed an allowance for
      obsolescence or impairment is appropriate.




***Property
      and Equipment*** -
      Property and equipment consists of computer equipment and office furniture
      and
      is carried at the lower of cost or net recoverable value. Depreciation was
      computed using the straight-line method over the estimated useful lives of
      the
      assets. Estimated useful lives ranged from 5 to 7 years. Depreciation expense
      for the nine months ended September 30, 2005 and 2004, was $73,249 and $58,816
      respectively. Expenditures for maintenance and repairs are charged to expense
      as
      incurred. On retirement or disposition of property and equipment the cost and
      accumulated depreciation are removed from the accounts and any resulting gain
      or
      loss is recognized in the statement of operations.





***Share-Based
      Compensation*** ****** - The
      Company accounts for share-based compensation to employees under the recognition
      method and measurement principles of APB Opinion No. 25, *Accounting
      for Stock Issued to Employees* ,
      and
      related Interpretations. Under APB Opinion No. 25, compensation related to
      stock
      options is recorded if an option’s exercise price on the measurement date is
      below the fair value of the Company’s common stock, and amortized to expense
      over the vesting period.  Compensation expense for stock awards or
      purchases, if any, is recognized if the award or purchase price on the
      measurement date is below the fair value of the Company’s common stock, and is
      recognized on the date of award or purchase.  No expense related to
      stock
      options was recognized prior to January 2005. During January 2005 the Company
      granted stock options to purchase 320,000 common shares, with no intrinsic
      value, under the newly-adopted 2005 Stock Plan. The effect on net loss and
      net
      loss per common share if the Company had applied the fair value recognition
      provisions of SFAS No. 123 to employee stock-based compensation is as
      follows:




**For
                the Three Months Ended September 30,**
            
            **For
                the Nine Months Ended September 30,****2005**
            
            **2004**
            
            **2005**
            
            **2004**Net
                loss, as reported
            
            $
            (2,335,068
            )
            $
            (145,899
            )
            $
            (2,895,168
            )
            $
            (512,660
            )Add
                back: Total share-based compensation
            
            
            929,420
            
            
            -
            
            
            939,420
            
            
            -Deduct:
                Total share-based employee compensation determined under fair value
                based
                method for all awards
            
            
            (929,420
            )
            
            -
            
            
            (1,550,420
            )
            
            -Pro
                forma net loss
            
            $
            (2,335,068
            )
            $
            (145,899
            )
            $
            (3,506,168
            )
            $
            (512,660
            )Basic
                and diluted net loss per common shareAs
                reported
            
            $
            (0.14
            )
            $
            (0.03
            )
            $
            (0.23
            )
            $
            (0.10
            )Pro
                forma
            
            $
            (0.17
            )
            $
            (0.03
            )
            $
            (0.40
            )
            $
            (0.10
            )





***Basic
      and Diluted Loss per Common Share*** - Basic
      and diluted loss per common share is computed by dividing net loss by the
      weighted-average number of common shares outstanding. At September 30, 2005
      and
      December 31, 2004 there were 3,578,553 and 735,000 potentially issuable common
      shares that were excluded from the calculation of diluted loss per common share
      because their effect would have been anti-dilutive.





9
 **OXFORD
            MEDIA, INC. AND SUBSIDIARIES**
 **NOTES
            TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**


**NOTE
      2 - ACQUISITIONS**




***Oxford
      Media Corp and Becoming Art*** - On
      June 29, 2005 Becoming Art, Inc., (“BEAI”), a publicly traded company with no
      operations, acquired all of the issued and outstanding Oxford Media Corp.,
      (“Oxford”) common stock by issuing 5,090,836 shares of BEAI common stock to
      Oxford’s shareholders. Effective July 6, 2005, BEAI acquired all of the common
      stock of Creative, through the issuance of 5,192,500 shares of BEAI common
      stock
      and the assumption of Oxford’s liability to issue 800,000 shares of common stock
      to certain of Oxford predecessor’s shareholders. Upon the completion of this
      reorganization and acquisition, Oxford Media, Inc. had 13,742,886 shares of
      common stock outstanding (prior to the issuance of the 800,000 shares). Through
      the exchanges, both Oxford and Creative have become wholly-owned subsidiaries
      of
      BEAI, which changed its name on July 29, 2005 to Oxford Media, Inc.





The
      shareholders and management of Creative received a majority of the voting
      rights, a majority of the seats on the board of directors and control of the
      senior management positions of the combined entity. Accordingly, Creative was
      determined to be the acquiring entity for financial reporting purposes. In
      accordance with financial accounting standards, Oxford Media Corp. and Becoming
      Art, Inc. did not constitute businesses; therefore, their acquisitions were
      recognized as non-monetary transactions valued at the fair value of the net
      assets acquired.





***IT
      Network, Inc.*** - Oxford
      Media, Inc. through its wholly owned subsidiary, Creative, completed the
      acquisition of IT Network, Inc. (“IT Net”) effective on September 1, 2005 with
      Oxford issuing 400,000 shares of its common stock for the net assets of IT
      Net.
      The purchase price was valued at $800,000 with 50,000 common shares valued
      at
      $100,000 allocable to the IT Net assets acquired and liabilities assumed with
      a
      fair value of $100,000, and 350,000 common shares valued at $700,000 charged
      to
      operations as a signing bonus as incentive for the former IT Net shareholders
      to
      join the Company as employees.





Fair
      value of the assets acquired and liabilities assumed for the acquisitions were
      as follows:





**Oxford
                Media**
              **Corp.**
            
            **IT
                Network**
              **Inc.****Assets**Cash
            
            $
            281
            
            $
            12,902Inventory
            
            
            76,733
            
            
            -Advances
                and deposits
            
            
            13,681
            
            
            109,485Equipment
            
            
            97,720
            
            
            -Software
                technology
            
            
            1,596,640
            
            
            -**Total
                Assets**
            
            
            1,785,055
            
            
            122,387**Liabilities**Accounts
                payable and accrued expenses
            
            
            399,179
            
            
            22,387Notes
                payable
            
            
            328,516
            
            
            -**Total
                Liabilities**
            
            
            727,695
            
            
            22,387**Net
                Assets**
            
            $
            1,057,360
            
            $
            100,000








10
 **OXFORD
            MEDIA, INC. AND SUBSIDIARIES**
 **NOTES
            TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**


Pro
      forma
      operating loss for the nine months ended September 30, 2005 and year ended
      December 31, 2004 were as follows:




**Nine
                Months Ended**
            
            **Year
                Ended****September
                30, 2005**
            
            **December
                31, 2004**Revenues
            
            $
            4,484,832
            
            $
            5,643,242Net
                Loss
            
            
            (3,828,629
            )
            $
            1,844,935Net
                loss applicable to common shareholders
            
            
            (4,555,275
            )
            $
            1,844,935Basic
                net loss per share
            
            $
            (0.32
            )
            $
            0.13





**NOTE
      3 - WHOLESALE FINANCING CREDIT LINE**





The
      Company maintains a $300,000 line of credit wholesale financing agreement with
      a
      finance company for Creative’s purchases of computer hardware and software from
      one vendor for resale to customers. Under the terms of the financing agreement,
      a line of credit was established with the finance company, which is secured
      by
      substantially all the Company’s assets and is guaranteed by the Company’s
      stockholders. Advances under the line of credit are provided as the Company
      purchases inventory. Principal and interest under the line of credit are due
      on
      the earlier of the date of 60 days after the date of the advance and inventory
      purchase, or the date the Company sells the financed inventory. The interest
      rate varies for each advance was18% per annum at December 31, 2004. However,
      no
      interest is due if the amount advanced is paid within the 60 days. The aggregate
      amount due under the line of credit was $99,145 and $259,272 At September 30,
      2005 and December 31, 2004 respectively.





In
      connection with the wholesale financing agreement, SRS Insurance Services,
      Inc.,
      an affiliate of certain shareholders and the chairman of the board of directors,
      provided a $300,000 deposit with a bank under which the bank issued an
      irrevocable letter of credit to the finance company guaranteeing the wholesale
      financing agreement. The Company replaced the deposit and provided the letter
      of
      credit directly in November 2005.





**NOTE
      4 - NOTES PAYABLE**





On
      August
      31, 2005, the Company received a $500,000 loan from an otherwise unrelated
      lender, under the terms of an unsecured convertible promissory note, bearing
      interest at an annual rate of 7% and due the earlier of the date Oxford received
      financing in excess of $3,000,000 or 6 months from the date of the note. In
      connection with the loan, the Company issued to the lender 166,667 warrants
      to
      purchase common stock at $3.00 per share through August 31, 2010. The note
      was
      convertible into common stock at $3.00 per share. The fair value of the warrants
      was estimated by the Black-Scholes option pricing model with the following
      assumptions: estimated volatility of 175%; risk-free interest rate of 4%; and
      an
      estimated life of 5 years. The Company allocated proceeds received to the note
      and warrants according to their relative fair values as follows: $246,764 was
      allocated to the warrants, $246,764 to the beneficial conversion option on
      the
      note, and $6,472 to the convertible promissory note. The amount allocated to
      the
      note resulted in a an interest charge of $493,528 during the quarter ended
      September 30, 2005. The note was repaid on September 30, 2005.








11
 **OXFORD
            MEDIA, INC. AND SUBSIDIARIES**
 **NOTES
            TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**


**NOTE
      5 - LEASE COMITTMENTS**





**Capital
      Leases** - The
      Company leases equipment and furniture under the terms of capital lease
      agreements. Furniture and equipment under capital leases are included in
      property and equipment in the accompanying financial statements and consisted
      of
      the following:





**Operating
      Leases** - The
      Company leases its main facility, consisting of 23,251 square feet of office
      space under the terms of a 5-year property lease expiring at the end of April
      2006. Minimum monthly rent payments, including common area maintenance and
      insurance were $33,096 during the nine months ended September 30, 2004 and
      2005.
      Rent is charged to operating expense on a straight-line basis during each annual
      period where contractual increases or decreases affect rental payments. Rental
      expense for the years ended December 31, 2004 and 2003 was $439,128 for each
      year.





Future
      minimum lease payments for capital and operating leases are as
      follows:





***For
                the Years Ending December 31,***
            
            **Capital
                Leases**
            
            **Operating
                Leases**2005
            
            $
            11,400
            
            $
            418,3462006
            
            
            5,833
            
            
            247,6412007
            
            
            5,833
            
            
            368,0972008
            
            
            1,945
            
            
            357,1512009
            
            
            -
            
            
            446,439**Total
                Minimum Lease Payments**
            
            
            25,011
            
            $
            1,837,674Less:
                Amount representing interest
            
            
            (6,342
            )Present
                value of minimum lease payments
            
            
            18,669Less:
                current portion
            
            
            (15,193
            )**Obligation
                Under Capital Lease, Long-Term**
            
            $
            3,476





**NOTE
      6 - CONVERTIBLE PREFERRED STOCK**





On
      September 23, 2005, the Company designated and issued 4,000 shares of its Series
      A Convertible Preferred Stock (the “Preferred Stock”) for cash proceeds of
      $3,760,000, net of $240,000 offering costs, in a private placement transaction
      together with warrants to purchase 400,000 shares of common stock for $3.50
      per
      share through September 22, 2010.





The
      Preferred Stock carries a par value of $0.001 per share, a stated value of
      $1,000 per share, and a liquidation value of $1,000 per share plus any accrued
      but unpaid dividends, fees, and liquidated damages as provided for under the
      preferred stock designation. Preferred stock dividends accrue at 8% of the
      stated value and are payable in cash quarterly, beginning on December 1, 2005,
      while the preferred stock is outstanding. Aggregate annual dividend requirements
      as of September 30, 2005 are $320,000.The Preferred Stock is convertible, at
      the
      option of the holder, into 1,333,333 shares of the Company’s common stock, or at
      a rate of $3.00 per share, subject to certain anti-dilution provisions. The
      Preferred Stock carries no voting rights, except with respect to changes to
      the
      terms of the Preferred Stock. Concurrent with the private placement, the Company
      entered into a Registration Rights Agreement under which the Company is required
      to register for resale with the U.S. Securities and Exchange Commission 150%
      of
      the shares into which the Preferred Stock is convertible to pay the costs of
      the
      registration, and to obtain the effectiveness thereof by February 5, 2006.





12
 **OXFORD
            MEDIA, INC. AND SUBSIDIARIES**
 **NOTES
            TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**


The
      fair
      value of the warrants was estimated using the Black-Scholes option pricing
      model
      with the following assumptions: estimated volatility of 175%; risk-free interest
      rate of 4%; and estimated life of 5 years. The Company allocated the proceeds
      received of the Preferred Stock and warrants, according to their relative fair
      values as follows: $834,439 was allocated to the warrants, $2,037,859 to the
      Preferred Stock, and $887,701 to the beneficial conversion option on the
      Preferred Stock. The amounts allocated to the warrants, Preferred Stock and
      the
      beneficial conversion option resulted in a discount on the Preferred Stock
      that
      resulted in the recognition of a dividend on the Preferred Stock of $887,701
      on
      September 23, 2005.





**NOTE
      7 - COMMON STOCK**





On
      December 21, 2004 the Company affected a 5,000-for-1 forward stock split. The
      financial statements have been retroactively restated for all periods presented
      for the effects of the stock split.





Between
      January and July 2005, the Company issued 212,500 shares of common stock for
      cash proceeds of $475,000, or $2.23 per share, received from third party
      investors under the terms of new private placement offerings.





During
      March 2005, the Company issued 5,000 shares of common stock for services for
      which the Company recognized a charge to operations of $10,000. The stock issued
      was valued at $2.00 per share, based upon the price for which common stock
      had
      recently been sold to third-party investors. From July through September 2005,
      the Company issued 60,000 common shares for consulting services together with
      warrants to purchase 60,000 at $8.00 per share through July 31, 2010. The
      services were valued at $2.00 per share the Company estimated the value of
      the
      warrants to be $109,421 based upon the Black-Scholes option pricing model with
      the following assumptions: estimated volatility of 175%; risk-free interest
      rates of 4%; and an estimated life of the options of 5 years.





**NOTE
      8 - STOCK OPTIONS**





On
      January 17, 2005 the Board of Directors and shareholders adopted the 2005 Stock
      Plan (the “Plan”). Under the terms of the Plan, the Company may grant options to
      service providers to purchase up to 750,000 shares of common stock. Incentive
      stock options, non-qualified options, restricted stock awards and rights to
      purchase restricted stock may be granted under the Plan. Options granted under
      the Plan are generally exercisable over ten years, vesting of the awards is
      determined by the Board of Directors, but should not to exceed five years from
      the date of grant. On January 31, 2005 the Company awarded options to purchase
      320,000 common shares with an exercise price of $2.00 to employees under the
      terms of the Plan. The option awards originally vested over five years or upon
      the event of a merger; that merger occurred on July 6, 2005 and, accordingly,
      the options were fully vested at that date.





The
      options had no intrinsic value on the date of the award. Accordingly, no
      compensation expense was recognized from the awards.








13
 **OXFORD
            MEDIA, INC. AND SUBSIDIARIES**
 **NOTES
            TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**





**NOTE
      9 - SEGMENT INFORMATION**





Management
      of the Company has identified the following reportable business segments: Prior
      to October 2003, the Company operated solely in the IT consulting, security
      and
      training segment. Beginning in October 2004, the Company began operations in
      its
      newly developed telecom segment. Both business segments are operated in Southern
      California. During the nine month ended September 30, 2005 and the year ended
      December 31, 2004, revenue for the telecom segment was $299,046, and $70,387,
      respectively.




**NOTE
      10 - SUPPLEMENTAL CASH FLOW INFORMATION**





***For
                the Nine Months Ended September 30,***
            
            **2005**
            
            **2004****Supplemental
                Disclosure of Cash Flow Information:**Cash
                paid for interest
            
            $
            6,188
            
            $
            -**Non-Cash
                Investing and Financing Activities**Property
                and equipment purchased with capital lease obligation
            
            $
            19,274
            
            $
            -





**NOTE
      11 - SUBSEQUENT EVENTS**





Oxford
      Media, Inc. through its wholly owned subsidiary, Creative, issued a letter
      of
      intent to acquire WTI Communications, Inc. (“WTI”) whereby Oxford Media, Inc.
      will issue 1,000,000 common shares of its common stock for all the outstanding
      stock of WTI. The WTI transaction is conditioned upon approval by the California
      Public Utilities Commission.

























14





**Item
              2.**
            **Management’s
                Discussion and Analysis or Plan of
                Operation**





**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of
      the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. The Company
      intends such forward-looking statements to be covered by the safe-harbor
      provisions for forward-looking statements contained in the Private Securities
      Litigation Reform Act of 1995, and is including this statement for purposes
      of
      complying with those safe-harbor provisions. Forward-looking statements, which
      are based on certain assumptions and describe future plans, strategies and
      expectations of the Company, are generally identifiable by use of the
      words “believe,”“expect,”“intend,”“anticipate,”“estimate,”“project,”“prospects,”
      or similar expressions. The Company’s ability to predict results or the actual
      effect of future plans or strategies is inherently uncertain. Factors which
      could have a material adverse affect on the operations and future prospects
      of
      the Company on a consolidated basis include, but are not limited to: changes
      in
      economic conditions, legislative/regulatory changes, availability of capital,
      interest rates, competition, and generally accepted accounting principles.
      These
      risks and uncertainties should be considered in evaluating forward-looking
      statements and undue reliance should not be placed on such statements. Further
      information concerning the Company and its business, including additional
      factors that could materially affect the Company’s financial results, is
      included herein and in the Company’s other filings with the SEC.





**Our
      Business**


We
      operate our business through our two subsidiaries, Oxford Media Corp. and Creative
      Business Concepts, Inc.




**1.
      Oxford**





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





During
      the first quarter 2006, Oxford intends to deploy a wireless network utilizing
      a
      new distribution technology known as WiMax . In brief, the WiMax technology
      will
      be placed on the roof tops of Oxford’s existing MDU and Hospitality customers
      and be used to distribute high definition quality content and broadband Internet
      access to businesses and consumers in the surrounding areas. In exchanged for
      subsidizing this deployment, Oxford will share the revenues derived from these
      services with it’s cooperating MDU and Hospitality customers.





Oxford
      has designed its system to support a wide variety of convenient services,
      including:





1.
            Remote
                wireless high-speed Internet access


2.
            Video
                on Demand or Pay Per View for the home
                or business


3.
            Dedicated
                broadcast entertainment and event
                viewing


4.
            Direct
                billing to user’s credit card
                accounts












15








Oxford’s
      wireless network allows customers within a 7-10 mile range of each antenna
      to
      access the Internet at speeds 10 to 20 times faster than existing broadband
      systems. This will allow access to other services such as Video on Demand
      movies. Movies being delivered on this system are of the highest current
      quality, ranging from broadcast to high definition. To the consumer it looks
      as
      if the content is being delivered over their television set, but in reality
      the
      content is distributed through Oxford media servers from the same satellite
      network utilized to distribute the content to our MDU and Hospitality
      customers.





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





CBC
      is a
      wireless systems provider specializing in WiFi/WiMax, Security, IT Integration,
      and Telecom. As part of these services, CBC designs and installs specialty
      communication systems for data, voice, video, and telecom. It determines its
      clients’ requirements by doing a needs analysis and site audit, then implements
      the specialty communication system with the deployment of a fixed Wireless
      Local
      Area Network, or WLAN. CBC also maintains, manages, and secures the wireless
      or
      installed IT systems of its customers.





CBC
      currently focuses on the following four major areas that progressive companies
      are addressing to maximize their Information Technology strength and enhance
      their performance:





1.
            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.





**Our
      Current Plan of Operations**





In
      general, 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
      approximately 20 properties by the end of 2005, and to over 300 properties
      by
      the end of 2006.





The
      other
      part of our increase in revenues is expected to come from acquisitions of
      related businesses. Two of our potential acquisitions over the coming year
      are
      complimentary to Oxford and one is complementary to CBC, adding to our services
      as well as our client base. Our results of operations will be directly affected
      by our ability to consummate these acquisitions as well as our ability to
      integrate the businesses 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, Oxford and CBC. For simplicity, we will discuss the specifics
      of
      each of these separately.












16







**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 to date have been underserved and largely unable to offer Video on Demand
      type services to their patrons. In total, we will be able to offer such
      facilities with the ability to generate revenue from VOD services, get 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 customer’s
      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
      even
      in the video stores. Existing competitors are not yet capable of offering this
      service.





We
      plan
      to begin deployment of Oxford’s early wireless network installations in smaller
      rural markets, under-served by broadband and cable access. We will be utilizing
      the roof tops of existing hospitality customers systems 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
      already 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 is expected to increase our client base
      as
      well as assist in our growth plan over the next twelve months.





We
      have
      also entered into a letter of intent, through Oxford, to acquire SkyPath
      Satellite Systems, Inc., a provider of free to guest television to the hotel
      industry. The acquisition is expected to be finalized in the 4th quarter of
      2005
      and should provide us with an additional 300 or more hotel properties in which
      we can deploy our new systems.





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.





17








**Creative
      Business Concepts, Inc.**





Much
      like
      Oxford, CBC has been seeking to expand its client base and thus its operations
      through the acquisitions of related businesses. On September 22, 2005, we
      acquired, through CBC, IT Networks, Inc., a boutique engineering and technology
      firm located in Orange County, California specializing in security architecture,
      Voice over Internet Protocol technology, infrastructure design, project
      management and convergence of technologies. This acquisition is expected to
      enhance our operations by adding experience, capacity and technology management
      to CBC’s current engineering division. IT NET has been in the engineering and
      technology market place and developed critical relationships with corporate
      clientele for over the past 15 years.





We
      are
      also in the process of acquiring WTI Communications, Inc., a California
      corporation. WTI is an Enhanced Service Provider, selling bundled technology
      solutions to commercial customers in the domestic U.S. market. Effectively,
      WTI
      provides integrated telecommunication solutions, with associated technology.
      WTI
      is expected add to our operations through its experience and interest in the
      expanding Voice over Internet Protocol technology, IP VPN markets, and network
      security applications. WTI is also a Competitive Local Exchange Carrier. 
      This acquisition is awaiting regulatory approval.





It
      is our
      hope that these combined entities will be able to offer end users a dynamic
      solution for voice, data, network security, disaster recovery and VoIP
      deployment.  Currently, corporations must engage numerous companies
      for
      VoIP deployment which includes routers, IP phone systems, installation, network
      security and consulting services. CBC in combination with WTI will soon be
      able
      to offer complete communication technology solutions from one
      source.





**Overview
      of Recent Business Acquisitions**





In
      June
      of this year, management abandoned its business plan relating to the
      distribution of high quality fine art reproductions in North America and
      consummated a merger agreement with Oxford in
      which ,
      among
      other things:





(a)
      each
      issued and outstanding share of common stock of Oxford was converted into shares
      of our common stock ;
      and





(b)
      Oxford became our direct, wholly-owned subsidiary.




On
      July
      26, 2005, following the reported transition period, we consummated a second
      merger agreement with CBC, in which, among other things:





(a)
      each
      issued and outstanding share of common stock of CBC was converted into shares
      of
      our common stock and each issued and outstanding option to purchase CBC common
      stock was created and was converted into an option to purchase our common
      stock.





(b)
      CBC
      became our direct, wholly-owned subsidiary.





CBC
      was
      considered to be the accounting acquirer in these transactions, and thus we
      adopted its fiscal year end of December 31, 2005, as well as its accounting
      policies as our own.





On September
      22, 2005, CBC closed an Agreement and Plan of Reorganization
      with
      IT Networks, Inc., a California corporation in which, among other things:





18






(a)
      CBC
      acquired each outstanding share of common stock of IT NET;





(b)
      We
      issued an aggregate of 400,000 shares of stock to the former shareholders of
      IT
      NET;





(c)
      CBC
      hired the key employees of IT NET; and





(d)
      IT
      NET became a direct, wholly-owned subsidiary of CBC. Upon the full integration
      of the IT NET operations, the corporate entity of IT Net will be
      dissolved.





On
      October 17, 2005, CBC entered into an agreement to acquire WTI Communications,
      Inc. The closing of the WTI, however, is conditioned on regulatory approval,
      expected later in this year.




WTI
      is an
      Enhanced Service Provider in the emerging technology and telecommunications
      marketplace, providing and selling bundled technology solutions to commercial
      customers in the U.S.





On
      October 20, 2005 we entered into a binding letter of intent to acquire PDHK
      Services, Inc. The closing is subject to further negotiation.





PDHK
      is a
      privately held company specializing in content delivery software over wireless
      and IP networks.





We
      are
      also currently, negotiating and evaluating other related business acquisitions
      that management believes will enhance our overall business plan to become a
      diversified digital media content and communication technology
      company.





**Off
      Balance Sheet Arrangements**





As
      of
      September 30, 2005, there were no off balance sheet arrangements.





**Liquidity
      and Capital Resources**





In
      July,
      following the change in our business plans and the acquisition of Oxford, we
      raised $300,000 through the sale of common stock in a private sale exempt from
      registration under the Rule 506 of the Securities Act of 1933. We also raised
      $500,000 by issuing a 7% convertible note on August 31, 2005 exempt from
      registration under the Rule 506 of the Securities Act of 1933, and then raised
      $4,000,000, less closing costs, on September 23, 2005 by issuing 4,000 shares
      of
      unsecured 8% convertible preferred shares with the Palisades Master Fund LP
      at
      $1,000.00 per share. The convertible preferred stock is convertible into
      1,333,333 shares of our common stock at a fixed conversion price of $3.00 per
      common share. As part of the sale, we also issued a warrant to Palisades Master
      Fund LP to purchase 400,000 shares of our common stock at $3.50 per share.
      We
      repaid the August 31, 2005 note on September 30, 2005.





19








**Results
      of Operations for Period Ending September 30, 2005**





Revenues
      for the nine months ended were $4,078,526 for the nine months ended September
      30, 2005 as compared with $3,788,928 for the nine months ended September 30,
      2004. This is generally income of CBC which is not recurring and thus the
      reduction in revenue is simply the result of a decreasing demand for its
      services. Gross profit was $1,243,533for the nine months ended September 30,
      2005 as compared with $1,098,296 for the nine months ended September 30, 2005.
      Operating expenses were $2,672,281 for the nine months ended September 30,
      2005
      as compared with $1,528,489 for the same period in the prior year. The increase
      was generally due expense of Oxford Media Corp. for the quarter ended September
      30, 2005 and professional fees associated in the mergers and public filings.
      Stock based compensation was $939,429, including $700,000 for the IT Networks,
      Inc. acquisition. The net loss for the nine months ended September 30, 2005
      was
      $3,283,813 as compared with a net loss of $512,660 for the nine months ended
      September 30, 2004. The loss per share was $0.22 for the nine months ended
      September 30, 2005 as compared with a $0.10 loss per common share for the nine
      months ended September 30, 2004. Interest expense foe the three months and
      nine
      months ended September 30, 2005 include $493,528 for value given to beneficial
      conversion for warrants issued in connection with a note payable.





**Oxford
      Media, Inc. and Subsidiaries**


**Unaudited
      Condensed Consolidated Statements of Operations**


**For
                    the Three Months Ended September 30,**
                
                **For
                    the Nine Months Ended September 30,****2005**
                
                **2004**
                
                **2005**
                
                **2004****Revenue**Services
                    provided
                
                $
                750,673
                
                $
                561,849
                
                $
                1,761,029
                
                $
                1,601,825Products
                    sold
                
                
                1,298,614
                
                
                692,773
                
                
                2,317,497
                
                
                2,187,103**Total
                    Revenue**
                
                
                2,049,287
                
                
                1,254,622
                
                
                4,078,526
                
                
                3,788,928**Costs
                    of Revenue**Cost
                    of services provided
                
                
                364,271
                
                
                291,551
                
                
                868,446
                
                
                877,275Cost
                    of products sold
                
                
                1,080,955
                
                
                521,668
                
                
                1,966,547
                
                
                1,813,357**Total
                    Cost of Revenue**
                
                
                1,445,226
                
                
                813,219
                
                
                2,834,993
                
                
                2,690,632**Gross
                    Profit**
                
                
                604,061
                
                
                441,403
                
                
                1,243,533
                
                
                1,098,296Stock
                    based compensation
                
                
                929,420
                
                
                
                
                
                939,420Selling,
                    general and administrative expense
                
                
                1,539,303
                
                
                556,332
                
                
                2,672,312
                
                
                1,528,489**Loss
                    From Operations**
                
                
                (1,864,662
                )
                
                (114,929
                )
                
                (2,368,199
                )
                
                (430,193
                )Interest
                    expense
                
                
                (531,450
                )
                
                (30,970
                )
                
                (588,830
                )
                
                (82,467
                )**Net
                    Loss**
                
                
                (2,396,112
                )
                
                (145,899
                )
                
                (2,957,029
                )
                
                (512,660
                )**Preferred
                    Dividend**
                
                
                (887,701
                )
                
                
                
                
                (887,701
                )**Loss
                    Applicable to Comnmon Shares**
                
                $
                (3,283,813
                )
                $
                (145,899
                )
                $
                (3,844,730
                )
                $
                (512,660
                )**Basic
                    and Diluted Loss per Common Share**
                
                $
                (0.24
                )
                $
                (0.03
                )
                $
                (0.44
                )
                $
                (0.10
                )










20








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





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of September 30, 2005. This evaluation was carried
      out under the supervision and with the participation of our Chief Executive
      Officer, Mr. Thomas C. Hemingway and Chief Financial Officer, Mr. David P.
      Noyes. Based upon that evaluation, our Chief Executive Officer and Chief
      Financial Officer concluded that, as of September 30, 2005, our disclosure
      controls and procedures are effective. There have been no significant changes
      in
      our internal controls over financial reporting during the quarter ended
      September 30, 2005 that have materially affected or are reasonably likely to
      materially affect such controls.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





Limitations
      on the Effectiveness of Internal Controls





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











21








**PART
      II - OTHER INFORMATION**





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





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





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





Effective
      July 6, 2005, we acquired all of the issued and outstanding shares of CBC common
      stock by issuing 5,192,500 shares exemption from registration under section
      4(2)
      of the Securities Act of 1933.





On
      July
      15, 2005 we issued 150,000 shares of common stock for $350,000 in a private
      sale
      exempt from registration under Rule 506 of the Securities Act of
      1933.





On
      August
      1, 2005, we issued 50,000 shares for services we received from an outside
      consultant exempt from registration under section 4(2) of the Securities Act
      of
      1933.





On
      September 22, 2005, we acquired all of the issued and outstanding shares of
      IT
      Network, Inc common stock by issuing 400,000 shares exempt from registration
      under section 4(2) of the Securities Act of 1933.





On
      September 8, 2005, we issued 10,000 shares for services we received from an
      outside consultant exempt from registration under section 4(2) of the Securities
      Act of 1933.





On
      September 23, 2005 we issued 4,000 shares of unsecured 8% convertible preferred
      shares to the Palisades Master Fund LP at $1,000.00 per share, which resulted
      in
      $4,000,000 in gross proceeds to us. The convertible preferred stock is
      convertible into 1,333,333 shares of our common stock. As part of the sale,
      we
      also issued warrants to Palisades Master Fund LP to purchase 400,000 shares
      of
      our common stock at $3.50 per share. HPC Capital Management acted as placement
      agent. The total amount of commission paid to HPC was $220,000.





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





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





None





22








**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, 2005.





**Item
              5.**
            **Other
                Information**





None





**Item
              6.**
            **Exhibits**





**Exhibit
                Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                200231.2
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                200232.
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002


































23









**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
                14,
                2005**By:
            **/s/
                Thomas C.
                Hemingway****Thomas
                C. Hemingway**Title:
            **Chief
                Executive Officer**












































24