**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 June
      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)
      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: 18,567,532 common shares as of August 15,
      2006





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

















TABLE
      OF CONTENTS





PagePART
                I - FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            16Item
                3.
            Controls
                and Procedures
            20PART
                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
            22Item
                5.
            Other
                Information
            22Item
                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:




4
            Condensed
                Consolidated Balance Sheet as of June 30,
                2006;





5
            Condensed
                Consolidated Statements of Operations for the three and six months
                ended
                June 30, 2006 and 2005;





6
            Condensed
                Consolidated Statements of Cash Flows for the six months ended June
                30,
                2006 and 2005;





7
            Condensed
                Consolidated Statement of Stockholders for the six months ended June
                30,
                2006





8
            Notes
                Condensed Consolidated to 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 June 30, 2006
      are
      not necessarily indicative of the results that can be expected for the full
      year.






3








**OXFORD
      MEDIA, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(Unaudited)**


**June
                30,**
            
            **December
                31,****2006**
            
            **2005****ASSETS****Current
                Assets**Cash
            
            $
            599,493
            
            $
            640,299Accounts
                receivable, net
            
            
            865,650
            
            
            492,156Inventory
            
            
            136,695
            
            
            178,181Prepaid
                expenses and other current assets
            
            
            212,204
            
            
            22,165**Total
                Current Assets**
            
            
            1,814,042
            
            
            1,332,801**Property
                and Equipment,**net
                of accumulateddepreciation of $428,623 and
                $341,837
            
            
            412,535
            
            
            329,829**Software
                Technology,**net
                of accumulatedamortization of $487,396 and
                $136,032
            
            
            1,967,244
            
            
            2,318,608**Other
                assets**
            
            
            504,278
            
            
            54,195**Total
                Assets**
            
            $
            4,698,099
            
            $
            4,035,433**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                Liabilities**Accounts
                payable
            
            $
            406,353
            
            $
            333,776Accrued
                liabilities
            
            
            602,586
            
            
            576,851Accrued
                interest
            
            
            99,020
            
            
            38,168Deferred
                revenue
            
            
            313,204
            
            
            166,236Current
                portion of capital lease obligation
            
            
            5,832
            
            
            6,187Notes
                payable, net of discount of $236,000
            
            
            3,430,666
            
            
            -Wholesale
                financing line of credit
            
            
            319,375
            
            
            171,710Notes
                payable to related parties - current
            
            
            247,000
            
            
            247,000Warrant
                liability
            
            
            -
            
            
            346,301Conversion
                feature liability
            
            
            3,305,751
            
            
            1,199,704Dividends
                payable
            
            
            240,000
            
            
            80,000**Total
                Current Liabilities**
            
            
            8,969,787
            
            
            3,165,933**Long-Term
                Liabilities**Deferred
                revenue
            
            
            288,000
            
            
            -Convertible
                notes payable to related parties
            
            
            1,470,000
            
            
            1,470,000Capital
                lease obligation, net of current portion
            
            
            4,205
            
            
            7,910**Total
                Long-Term Liabilities**
            
            
            1,762,205
            
            
            1,477,910**Commitments
                and Contingenicies**Preferred
                stock- $0.001 par value per share; 1,000,000 authorized; Series A
                - 4,000
                shares issued and outstanding at June 30, 2006 and December 31, 2005,
                liquidation preference of $4,240,000
            
            
            4
            
            
            4**Stockholders'
                Deficit**Common
                stock - $0.001 par value; 100,000,000 shares authorized; 18,162,807
                and
                15,580,386 shares outstanding, respectively
            
            
            18,163
            
            
            15,580Additional
                paid-in capital
            
            
            10,892,106
            
            
            5,577,724Accumulated
                deficit
            
            
            (16,944,166
            )
            
            (6,201,718
            )**Total
                Stockholders' Deficit**
            
            
            (6,033,897
            )
            
            (608,414
            )**Total
                Liabilities and Stockholders' Deficit**
            
            $
            4,698,099
            
            $
            4,035,433





See
      accompanying notes to condensed consolidated financial statements.








4








**OXFORD
      MEDIA INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(Unaudited)**





**For
                the Three Months**
              **Ended
                June 30,**
            
            **For
                the Six Months**
              **Ended
                June 30,****2006**
            
            **2005**
            
            **2006**
            
            **2005****Revenue**Services
                provided
            
            $
            563,665
            
            $
            623,177
            
            $
            1,147,017
            
            $
            1,010,356Products
                sold
            
            
            1,099,207
            
            
            373,235
            
            
            1,565,840
            
            
            1,018,883**Total
                Revenue**
            
            
            1,662,872
            
            
            996,412
            
            
            2,712,857
            
            
            2,029,239**Costs
                of Revenue**Cost
                of services provided
            
            
            247,188
            
            
            289,154
            
            
            572,324
            
            
            504,175Cost
                of products sold
            
            
            933,346
            
            
            325,196
            
            
            1,281,724
            
            
            885,592**Total
                Cost of Revenue**
            
            
            1,180,534
            
            
            614,350
            
            
            1,854,048
            
            
            1,389,767**Gross
                Profit**
            
            
            482,338
            
            
            382,062
            
            
            858,809
            
            
            639,472Stock
                based compensation
            
            
            590,000
            
            
            -
            
            
            2,590,000
            
            
            -General
                and administrative expenses
            
            
            2,851,205
            
            
            645,730
            
            
            5,281,509
            
            
            1,142,978**Loss
                From Operations**
            
            
            (2,958,867
            )
            
            (263,668
            )
            
            (7,012,700
            )
            
            (503,506
            )**Other
                Income(Expense)**Interest
                income
            
            
            1,195
            
            
            -
            
            
            1,392
            
            
            -Interest
                expense
            
            
            (559,405
            )
            
            (28,675
            )
            
            (991,385
            )
            
            (57,380
            )Loss
                on derivative liability
            
            
            (684,730
            )
            
            -
            
            
            (2,579,755
            )
            
            -**Net
                Loss**
            
            
            (4,201,807
            )
            
            (292,343
            )
            
            (10,582,448
            )
            
            (560,886
            )**Preferred
                Dividends**
            
            
            (80,000
            )
            
            -
            
            
            (160,000
            )
            
            **-****Net
                Loss Applicable to Common Stockholders**
            
            $
            (4,281,807
            )
            $
            (292,343
            )
            $
            (10,742,448
            )
            $
            (560,886
            )**Basic
                and Diluted Net Loss per Common Share**
            
            $
            (0.24
            )
            $
            (0.06
            )
            $
            (0.63
            )
            $
            (0.11
            )**Weighted-Average
                Common Shares Outstanding**
            
            
            17,790,472
            
            
            5,192,500
            
            
            17,076,149
            
            
            5,174,286








See
      accompanying notes to condensed consolidated financial statements.







5








**OXFORD
      MEDIA, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(Unaudited)**





**For
                the Six Months**
              **Ended
                June 30,****2006**
            
            **2005****Cash
                Flows from Operating Activities**Net
                loss
            
            $
            (10,582,448
            )
            $
            (560,886
            )Adjustments
                to reconcile net loss to cash used in operating
                activities:Depreciation
            
            
            71,122
            
            
            38,720Amortization
                of software technology
            
            
            351,364
            
            
            -Amortization
                of debt discount
            
            
            811,666
            
            
            -Stock
                based compensation
            
            
            2,590,000
            
            
            10,000Modification
                of warrant
            
            
            164,331
            
            
            -Stock
                issued in cancellation of proposed acquisition
            
            
            320,000
            
            
            -Stock
                issued in settlement of employment liability
            
            
            60,000
            
            
            -Stock
                issued for consulting contracts
            
            
            461,625
            
            
            -Loss
                on derivative liability
            
            
            2,579,755
            
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (373,493
            )
            
            172,172Inventory
            
            
            41,486
            
            
            (18,882
            )Prepaid
                expenses
            
            
            (118,039
            )
            
            (16,090
            )Other
                assets
            
            
            -
            
            
            (1,192
            )Accounts
                payable
            
            
            72,577
            
            
            83,430Accrued
                liabilities
            
            
            25,735
            
            
            (1,243
            )Deferred
                revenue
            
            
            74,967
            
            
            11,025Accrued
                interest
            
            
            60,852
            
            
            49,788**Net
                Cash Used in Operating Activities**
            
            
            (3,388,500
            )
            
            (233,158
            )**Cash
                Flows from Investing Activities**Cash
                received in acquisition of Oxford Media Corp.
            
            
            -
            
            
            281Purchase
                of property and equipment
            
            
            (153,828
            )
            
            (18,243
            )Other
                assets
            
            
            (162,083
            )
            
            (6,470
            )**Net
                Cash Used in Investing Activities**
            
            
            (315,911
            )
            
            (24,432
            )**Cash
                Flows from Financing Activities**Proceeds
                from issuance of notes payable, net expenses
            
            
            3,500,000
            
            
            115,000Proceeds
                from exercise of warrant
            
            
            20,000
            
            
            -Issuance
                of common stock for cash
            
            
            -
            
            
            125,000Net
                borrowings (payments) on wholesale financing line of
                credit
            
            
            147,665
            
            
            (93,907
            )Principal
                payments on capital lease obligation
            
            
            (4,060
            )
            
            7,336**Net
                Cash Provided by Financing Activities**
            
            
            3,663,605
            
            
            153,429**Net
                Increase (Decrease) in Cash**
            
            
            (40,806
            )
            
            (104,161
            )**Cash
                at Beginning of Period**
            
            
            640,299
            
            
            111,115**Cash
                at End of Period**
            
            $
            599,493
            
            $
            6,954**Supplemental
                Disclosure of Cash Flow Information:**Cash
                paid for interest
            
            $
            54,794
            
            $
            3,271**Supplemental
                  Schedule of Noncash Investing**and Financing
                  ActivitiesCommon
                stock issued as debt issue costs
            
            $
            590,000
            
            $
            -Warrant
                liability reclassed to APIC upon exercise
            
            $
            820,009
            
            $
            -








See
      accompanying notes to condensed consolidated financial statements.






6








**OXFORD
      MEDIA, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT**


**For
      the six months ended June 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
            
            
            -
            
            
            820,009Stock
                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
            
            
            -
            
            
            -
            
            
            164,331
            
            
            -
            
            
            164,331Stock
                issued for payment of liability
            
            
            30,000
            
            
            30
            
            
            59,970
            
            
            -
            
            
            60,000Stock
                issued in settlement of cancellation of a proposed
                acquisition
            
            
            160,000
            
            
            160
            
            
            319,840
            
            
            -
            
            
            320,000Stock
                issued in consulting contracts
            
            
            324,088
            
            
            324
            
            
            461,301
            
            
            -
            
            
            461,625Dividend
                on preferred stock
            
            
            -
            
            
            -
            
            
            -
            
            
            (160,000
            )
            
            (160,000
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (10,582,448
            )
            
            (10,582,448
            )**Balance
                - June 30, 2006**
            
            
            18,162,807
            
            $
            18,163
            
            $
            10,892,106
            
            $
            (16,944,166
            )
            $
            (6,033,897
            )

















See
      accompanying notes to condensed consolidated financial statements














7








**Oxford
      Media, Inc. and Subsidiaries**


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**





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





***Organization*** -
      Through a series of planned transactions during 2005, Creative Business
      Concepts, Inc. (“CBC”) and Oxford Media Corp. (“Oxford”) have been reorganized
      as wholly-owned subsidiaries of Becoming Art, Inc. (“BEAI”), which was, prior to
      the reorganization, a public shell company with no operations and no significant
      assets or liabilities. For accounting purposes, CBC is considered to be the
      acquirer of Oxford and BEAI. The accompanying consolidated financial statements
      include the assets, liabilities, equity and operations of CBC for all periods
      presented, and the assets, liabilities and operations of Oxford and BEAI since
      the dates of their acquisitions. In addition, Oxford Media, Inc. acquired IT
      Networks, Inc. (“IT Net”) on September 1, 2005 and PDHK Services, Inc. (“PDHK”)
      on December 31, 2005. Collectively the consolidated group is referred to herein
      as the “Company.” See Note 2 for additional information related to the
      acquisitions. On July 29, 2005, BEAI changed its name to Oxford Media,
      Inc.





***Business*** -
      Through CBC, 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.





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





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





***Interim
      Financial Statements*** - The
      interim condensed consolidated financial statements are unaudited. In the
      opinion of management, all adjustments have been made, consisting of normal
      recurring items, that are necessary to present fairly our financial position
      as
      of June 30, 2006 as well as the results of operations for the three months
      and
      six months ended June 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.






8








***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 six months ended June 30, 2006. We had
      a
      working capital deficiency at June 30, 2006 of $7,155,744. These factors raise
      substantial doubt about our ability to continue as a going concern. During
      the
      quarter ended June 30, 2006, we obtained new short-term debt financing in the
      amount of $1,700,000. Subsequent to June 30, 2006, we entered into additional
      financing transactions, see Note 8.





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





We
      have
      engaged an investment banking firm to raise a maximum of $15 million to allow
      us
      to fund our ongoing operations, as well as allowing for our future growth in
      the
      VOD business and further expansion into a wireless private broadband network
      using WiMAX technology. We expect to receive the funding in the 3 rd and
      4 th quarters
      of 2006. There is no assurance that the proceeds from future financings will
      be
      sufficient to obtain profitable operations.





***Software
      Development Costs*** -
      Statement of Financial Accounting Standards No. 86, “Accounting for the Costs of
      Computer Software to be Sold, Leased or Otherwise Marketed” states that all
      costs incurred in connection with the development of software subsequent to
      technological feasibility should be capitalized until such time that the
      software is essentially completed. Management believes the Company’s software is
      completed concurrent with the establishment of technological feasibility.
      Therefore, no costs have been capitalized in connection with software
      development.





***Revenue
      Recognition*** - We
      recognize revenues under the following principles:





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 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. Additionally, 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 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. 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.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
      June 30, 2006, costs deferred, which are included in prepaid expenses and other
      current assets, and other assets, aggregated approximately
      $360,000.




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. 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.








9








***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 June 30, 2006, we had accounts receivable from two customers
      that accounted for 47.3% of accounts receivable.  During the six months
      ended June 30, 2006, revenues from one customer accounted for 35.3% 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.





***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. In January 2005, we 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 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 June 30, 2005**
            
            **For
                the Six Months ended June 30, 2005**Net
                loss as reported
            
            $
            (292,343
            )
            $
            (560,886
            )Deduct:
                Total share based compensation determined under fair value based
                method
                for all awards
            
            
            (590,450
            )
            
            (621,000
            )Pro
                forma net loss
            
            $
            (882,793
            )
            $
            (1,181,886
            )Basic
                and diluted net loss per common shareAs
                reported
            
            $
            (0.06
            )
            $
            (0.11
            )Pro
                forma
            
            $
            (0.17
            )
            $
            (0.23
            )





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 six months ended June 30, 2005:
      volatility of 175%, a risk-free interest rate of 4.0%, expected life of 5 years
      and no dividend yield.








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. For the three and six
      months ended June 30, 2006, there were 4,411,438 and 4,394,444, respectively,
      potentially issuable common shares that were excluded from the calculation
      of
      diluted loss per common share because their effect would have been
      anti-dilutive. Shares excluded during the three and six months ended June 30,
      2005 were 1,558,250, respectively.





**NOTE
      2 - ACQUISITIONS**


Oxford
      Media Corp and Becoming Art, Inc. - On June 29, 2005 BEAI, a publicly-traded
      company with no operations, acquired all of the issued and outstanding Oxford
      common stock by issuing 5,790,836 shares of BEAI common stock to Oxford’s
      shareholders. In addition, effective July 6, 2005, BEAI acquired all of the
      common stock of CBC, through the issuance of 5,192,500 shares of BEAI common
      stock. Upon the completion of this reorganization and acquisition, BEAI had
      14,542,886 shares of common stock outstanding. Through the exchanges, both
      Oxford and CBC have become wholly-owned subsidiaries of BEAI.





The
      shareholders and management of CBC received a majority of the voting rights,
      a
      majority of the seats on the board of directors and control of the senior
      management positions of the combined entity, and CBC had the only significant
      operations. Accordingly, CBC was determined to be the acquiring entity for
      financial reporting purposes.





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





The
      unaudited pro forma financial results are displayed as if the acquisitions
      between CBC, BEAI and Oxford took place on January 1, 2005. The unaudited pro
      forma results for the six months June 30, 2005 are listed below:





**Six
                Months Ended**
              **June
                30, 2005**Revenues
            
            $
            2,029,239Net
                loss
            
            
            (1,514,198
            )Net
                loss applicable to common shareholders
            
            $
            (1,514,198
            )Basic
                net loss per share
            
            $
            (0.11
            )





**NOTE
      3 - PROPOSED AQCUISITION**





On
      July
      19, 2006 and as amended on August 3, 2006, a Stock Purchase Agreement was
      executed whereby we would acquire all the issued and outstanding shares of
      SVI
      Hotel Corporation’s (“SVI”) lodging segment for $5,850,000 cash, 1,600,000
      shares of our common stock, a convertible note payable of $2,350,000 due July
      15, 2008, a warrant to purchase 1,000,000 shares of our common stock at $1.00
      per share, a note payable of $100,000 due in January 2007, $500,000 in service
      credits available to SVI Systems, Inc. and a potential earn out not to exceed
      $4,000,000. SVI is a provider of in-room entertainment to the lodging industry.
      The convertible note payable of $2,350,000 incurs interest at prime plus one
      and
      one-half percent (1.5%) and is convertible into 1,342,857 shares of our common
      stock. Initially, the transaction was supposed to close in July 2006. However,
      the acquisition is dependant upon us securing sufficient funding. On August
      4,
      2006, under the terms of the amended agreement we paid a $1,000,000 non
      refundable deposit which is to be applied against the purchase price provided
      the transaction closes prior to September 15, 2006.







11








**NOTE
      4 - NOTES PAYABLE**





*Palisades
      $1,666,666 Note*





In
      February 2006, an investor in our preferred stock issued a note to us in the
      amount of $1,666,666 whereby we received $1,490,000 net of expenses. The note
      bears 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 this 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. 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. During
      the three and six months ended June 30, 2006, $339,334 and $616,666 of the
      discount was amortized to interest expense, respectively. In June 2006, the
      holder 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 Preferred Stock to $1.00
      per
      share (see Note 6). On July 16, 2006, we issued 130,000 shares to the note
      holder 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 to the holder 2,153,846 shares of our
      common stock for a further extension of the note for 6 months. The shares were
      valued at $2,476,922 based upon the fair value of the common stock on the date
      of the transaction. Immediately after the extension, on August 3, 2006, we
      entered into an agreement with the holders whereby the principal balance of
      the
      notes of $1,666,666 plus accrued interest of $21,296, fees of $16,667 and the
      2,153,846 common shares issued under the previous amendment were converted
      into
      3,857 shares of Series B Preferred Stock (See Note 8).





*Palisades
      $1,000,000 Note*





On
      August
      4, 2006, the same party discussed above 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.





*Longview
      $1,500,000 Note*





On
      May
      26, 2006, we borrowed $1,500,000 under a short-term note incurring interest
      at
      12%. The note is secured by an UCC-1 filing on all of our assets. The note
      is
      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. During the three and six months
      ended June 30, 2006, we amortized $55,000 of the discount to interest expense.
      As of June 30, 2006, a discount of $236,000 remained.





The
      holders of the warrants 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. As of June 30, 2006, we accounted for the allocated
      value of the warrants as equity as the holders currently do not have the ability
      to demand registration.








12








*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 three
      and six months ended June 30, 2006, we amortized $120,000 of the discount to
      interest expense. The notes are currently in default.





On
      May
      15, 2006, we borrowed $100,000 under a note agreement 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 three and six months ended June 30, 2006,
      we amortized $30,000 of the discount to interest expense. The note is currently
      in default.





**NOTE
      5 - COMMITMENTS**





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





***Employment
      Contracts*** - We
      have entered into employment contracts with key executives (6 individuals)
      that
      are three year contracts and provide minimum annual payments of $1,725,000
      plus
      normal vacation, severance and other employee benefits. One such agreement
      was
      with an officer who terminated employment with us in May 2006. Under the terms
      of the settlement agreement the officer received 393,333 shares of common stock
      in exchange for the cancellation of the employment contract. We valued the
      shares of common stock at $590,000 based on the fair value of our common stock
      on the date of the transaction. No additional compensation is due to this
      officer. The value of the common stock was charged to stock based compensation
      in the amount of $590,000 in the three months and six months ended June 30,
      2006.





**NOTE
      6 - EQUITY TRANSACTIONS**





***Series
      A Convertible Preferred Stock***





In
      February 2006, we re-priced its warrants issued previously in the Series A
      Convertible Preferred Stock transaction 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 six months ended June 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 was reclassified to additional paid-in
      capital.





In
      connection with the bridge financing discussed in Note 4, the conversion price
      of the preferred stock was modified from $3.00 to $2.50 per share. We valued
      the
      embedded conversion feature (“ECF”) at the date of modification resulting in a
      charge of $1,564,091 to the statement of operations. As of the date of
      modification, the fair value of the ECF was determined to be $2,763,794 based
      on
      the based upon the Black-Scholes option pricing model with the following
      assumptions: estimated volatility of 115%; risk-free interest rate of 4.4%;
      and
      an estimated life of 4.5 years.








13








As
      discussed in Note 4, we modified the conversion price of the Series A 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 operations of $684,730 during the three months ended
      June 30, 2006.





***Common
      Stock***





In
      2005,
      we issued a letter of intent to acquire WTI Communications, Inc. (“WTI”) whereby
      we would issue 1,000,000 shares of its common stock for all the outstanding
      stock of WTI. The WTI transaction was conditioned upon approval by the
      California Public Utilities Commission. In February 2006, we agreed with the
      principals of WTI to cancel the merger negotiations and an agreement was entered
      into on March 31, 2006, whereby the shareholders of WTI would receive 160,000
      shares of our common stock and other considerations to cover their expenses
      in
      connection with the proposed transaction. The shares were valued at $2.00 based
      on closing price on the date of the agreement. The total cost of the settlement
      was $434,000 and is included in general and administrative expenses in the
      statement of operations for the six months ended June 30, 2006.





In
      March
      2006, we issued 30,000 shares of common stock to a former employee for services
      performed. The shares were valued at $60,000 based on the fair value of the
      common stock on the date of the agreement and included in general and
      administrative expenses.





During
      three and six months ended June 30, 2006, we issued 324,088 shares of common
      stock valued at $461,625 for consulting services and investor relation services.
      The shares were valued based on the fair value of the common stock on the date
      of the agreements and included in general and administrative
      expenses.





***Warrants***





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





**NOTE
      7 - 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. Segment
      information for the three and six months ended June 30, 2006 is as follows:


**Oxford****CBC**
              
              **Oxford**
              
              **Media,
                  Inc.**
              
              **Combined**Total
                  Assets
              June
                  30, 2006
              
              $
              1,100,355
              
              $
              2,039,684
              
              $
              1,558,060
              
              $
              4,698,099Revenues
              Three
                  months ended June 30, 2006
              
              
              1,594,995
              
              
              67,877
              
              
              -
              
              
              1,662,872Revenues
              Six
                  months ended June 30, 2006
              
              
              2,612,021
              
              
              100,836
              
              
              -
              
              
              2,712,857Operating
                  Income (Loss)
              Three
                  months ended June 30, 2006
              
              
              177,330
              
              
              (1,003,908
              )
              
              (2,132,289
              )
              
              (2,958,867
              )Operating
                  Income (Loss)
              Six
                  months ended June 30, 2006
              
              
              1,510
              
              
              (1,822,833
              )
              
              (5,191,377
              )
              
              (7,012,700
              )Net
                  (Income) Loss
              Three
                  months ended June 30, 2006
              
              
              145,882
              
              
              (1,003,908
              )
              
              (3,323,781
              )
              
              (4,281,807
              )Net
                  Loss
              Six
                  months ended June 30, 2006
              
              $
              (59,938
              )
              $
              (1,822,833
              )
              $
              (8,699,677
              )
              $
              (10,582,448
              )





14








**NOTE
      8 - SUBSEQUENT EVENTS**





On
      July
      31, 2006, we issued 274,725 shares of its common stock as payment for accrued
      dividends of $240,000 on the Series A Convertible preferred stock.





In
      August
      2006, we converted notes payable to Palisades in the amount of $1,666,666,
      accrued interest of $21,296, fees of $16,667 and 2,153,846 common shares held
      into 3,857 shares of Series B Preferred Convertible Preferred Stock (“Series
      B”). The Series B carries a par value of $0.001 per share, 3,857 shares
      authorized, a stated and liquidated value of $1,000 per share plus any accrued
      but unpaid dividends, fees, and liquidated damages as provided for under the
      preferred stock designation. Dividends accrue at 8% of the stated value and
      are
      payable in cash quarterly, beginning on September 1, 2006, while the Series
      B is
      outstanding. The Series B is convertible, at the option of the holder, into
      3,857,000 shares of our common stock, or at a rate of $1.00 per share, subject
      to certain anti-dilution provisions. The Series B carries no voting rights,
      except with respect to changes to the terms of the Preferred Stock. Concurrent
      with the private placement, we entered into a Registration Rights Agreement
      under which we are 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. The registration statement
      is
      required to be filed within 45 day of the agreement execution date and effective
      within 120 days. Upon the event of a non-filing, we will be required to pay
      liquidating damages of 1.5% per month of the carrying value of the Series B.
      In
      addition, the Series B may be required to be redeemed upon the default of
      certain provisions.





Currently,
      we are addressing how the transaction will be recorded. Key items being analyzed
      include whether the conversion of the items held by Palisades into the Series
      B
      represented a troubled debt restructuring and whether the conversion feature
      of
      the Series B should be recorded as equity or a liability due to the reset and
      registration right provisions. We expect this transaction to have a material
      effect on our financial statements during the three and nine months ended
      September 30, 2006.


















































15






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





**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.




**Critical
        Accounting Policies**
 
 Refer
        to
        our 2005 Annual Report on Form 10-KSB for further discuss of existing critical
        accounting policies.
 
 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 maintenance and 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 maintenance and 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.


**Our
      Business**





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





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





**1.**
            **Oxford**





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





In
      developing our base for the future deployment of WIMAX technology for our
      private wireless broadband network which allows us to deliver content and
      broadband Internet access to areas surrounding our Hospitality customers, we
      are
      acquiring rooftop rights from these customers. We expect WIMAX Deployment in
      the
      2 nd quarter
      of 2007.


16


Initial
      sales efforts for these customers were slower than anticipated, and so we
      switched our staffing and marketing approach in February 2006 by entering into
      distributorship arrangements with existing providers of Free-to-Guest Services
      to these targeted hospitality properties. With this approach in place, we were
      able to substantially improve our initial poor sales efforts relatively quickly.
      By June 30, 2006, we had signed up 28 distributors. This new distribution
      channel resulted in bookings of 65 new **** customers
      by June 30, 2006 **.** **** Management now estimates our growth to include over 200 Hospitality properties
      by the end of 2006.





**SVI
      Hotel Corporation** .
      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 is the wholly owned subsidiary of SVI. SVI Hotel
      Corporation (“Hotel Corporation”) 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. .




On
      July
      19, 2006, we entered into a Stock Purchase Agreement with SVI which was amended
      on August 3, 2006. Under this Stock Purchase Agreement we agreed to acquire
      all
      the common stock of SVI for $5,850,000 cash, 1,600,000 of our shares of common
      stock, a convertible note payable of $2,350,000 due July 15, 2008, warrants
      to
      purchase 1,000,000 shares of our common stock at $1.00 per share, a note payable
      of $100,000 due in January 2007, $500,000 in service credits to SVI Systems,
      Inc. in the amount of $500,000 and a potential earn out not to exceed
      $4,000,000. The convertible note payable of $2,350,000 incurs interest at prime
      plus one and one-half percent (1.5%) and is convertible into 1,342,857 shares
      of
      our common stock. Initially the transaction was supposed to close in July 2006;
      however, the acquisition is dependant upon our obtaining sufficient funding.
      On
      August 4, 2006, under the terms of the amended agreement we paid a $1,000,000
      non-refundable deposit which is to be applied against the purchase price
      provided the transaction closes prior to September 15, 2006.





SVI
      has
      been in VOD business for 18 years and has an installed base in excess of 1,900
      hotels and 155,000 rooms. Revenues for their Hospitality business in 2005 were
      $13,336,805 in the year ended December 31, 2005.





As
      we
      continue to grow our core Hospitality business in Oxford, we believe that the
      proposed acquisition of SVI Hotel Corporation will bring substantial synergies
      consisting of their installed base and Oxford’s new technology.





**2.**
            **CBC**





Much
      like
      Oxford, CBC has been seeking to expand its client base and thus its operations
      through the acquisitions of related businesses. On September 1, 2005, we
      acquired, through CBC, IT Networks, Inc., a boutique engineering and technology
      firm located in Orange County, California specializing in security architecture,
      Voice over Internet Protocol technology, infrastructure design, project
      management and convergence of technologies. 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 June 30, 2006.





In
      the
      second quarter, 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.





**Recent
      Board Changes**





On
      May
      16, 2006, Mr. Tom Hemingway stepped down as a Board member and as Chairman
      of
      the Board of Directors. Mr. Hirschman, a member of the Board of Directors since
      February 2006, was appointed by our Board to serve as Interim Chairman while
      the
      Board reviews candidates to fill the position of permanent Chairman. On May
      31,
      2006, the Board unanimously appointed Mr. David P. Malm to the Board of
      Directors who, along with Messrs. Nicholas Yocca and Stanley A. Hirschman,
      complement our Board with a majority of independent members.




**Off
      Balance Sheet Arrangements**





We
      currently do not have any such arrangements.





**Liquidity
      and Capital Resources**





We
      have
      suffered losses from operations and negative cash flows from operating
      activities during the year ended December 31, 2005 and the six months ended
      June
      30, 2006. We also have a working capital deficiency as of June 30, 2006 of
      $7,155,745. These factors raise substantial doubt about our ability to continue
      as a going concern. During the quarter ended June 30, 2006, we obtained new
      short-term debt financing in the amount of $1,700,000. On August 4, 2006, the
      Company borrowed $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.








17








As a result
      of our working capital deficit and losses from operations, the success of our
      business plan in the next 12 months is contingent upon us obtaining additional
      financing. Furthermore, as a condition to closing the transaction to acquire
      SVI
      Hotel Corporation, we are required to obtain financing to fund consideration
      of
      $5.85 million in cash, $2.35 million in the form of a convertible promissory
      note, and other equity consideration, with up to an additional $4 million of
      consideration as part of an “earn-out” provision. We are also in need of
      financing to provide for working capital and general corporate
      purposes.





In
      order
      to fulfil these stated objectives and to continue our business as a going
      concern, we have taken advantage of significant financing opportunities during
      the current reporting period and have refinanced our prior debt, as more fully
      explained below.





In
      June
      2006, Palisades Master Fund LP (“ Holder”) of the $1,666,666 note payable
      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 Preferred Stock to $1.00 per share.
      On July 16, 2006, we paid 130,000 shares to extend the due date of the notes
      to
      July 19, 3006. The value of the shares of $132,600 was expensed to interest
      expense.





On
      July
      31, 2006 we agreed to issue to Holder 2,153,846 shares of our common stock
      in
      exchange for the agreement of the holder to extend the term of its $1,666,666
      note payable. While no definitive agreements were executed in regard to this
      transaction, the following terms were agreed to by us:





A
      new
      note (the “Note”) was to be executed in the full amount of the outstanding
      principal balance and all accrued and unpaid interest. The Note was to be at
      10%
      interest, have a maturity date of 6-months, and will be extended by the
      Noteholder, at no additional fee, if required by the lender in the SVI Financing
      Facility, to a maturity date of 91-days after the maturity date for that lender.
      The Note would be fully secured, subordinated to the Senior Lender’s senior
      position, and the Noteholder agrees to cooperate with regard to the execution
      of
      an Intercreditor Agreement if one is requested as part of the SVI Financing
      Facility. The Note may be converted by the Noteholder at any time upon proper
      notice at a price of $1.00 per share. The Noteholder would be issued 2,153,846
      shares of the Corporation’s common stock as a commitment fee for the Bridge Loan
      Extension. There would be no change to the conversion price of the Preferred
      Stock held by the Noteholder.





On
      August
      3, 2006, the Holder converted its note payable, plus accrued interest and fees
      and the 2,153,846 shares of our common stock it was to receive on July 31,
      2006
      into 3,857 shares of our Series B Convertible Preferred Stock. The Series B
      Convertible Preferred Stock is presently convertible into 3,857,000 shares
      of
      our common stock.





On
      August
      4, 2006, the same party 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.





**New** **Financing**





On
      March
      31, 2006 and April 4, 2006, we borrowed $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 three and six months ended June 30, 2006,
      we amortized $120,000 of the discount.








18








On
      May
      15, 2006, we borrowed $100,000 under a note agreement with interest at 8%.
      The
      notes plus accrued interest is due upon the earlier of dates ranging from August
      13, 2006 the raising of $9.0 million in a qualifying offering. In connection
      with the notes, 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 three and six months ended June 30,
      2006, we amortized $ 30,000 of the discount.





On
      May
      26, 2006 we borrowed $1,500,000 from The Longview Fund, L.P., under a
      fully-secured by an UCC-1 filing on all of our assets and our subsidiaries,
      short-term with interest at 12%. The note is 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. The value of the
      warrant of $291,000 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. During the three and six
      months ended June 30, 2006, we amortized $55,000 of the discount. The holders
      of
      the warrants 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
      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. As of June 30, 2006, we accounted for the warrants as equity as the
      holders currently do not have the ability to demand registration.





**June
      20, 2006 Commitment Letter**





On
      June
      20, 2006 we entered into a Commitment Letter and a Fee Letter (the “Commitment
      Letters”) with JMB Capital Partners, L.P. in order to help finance our proposed
      acquisition of SVI Hotel Corporation. The Commitment Letters provide for us
      to
      issue our promissory notes as senior indebtedness in exchange for a maximum
      of
      $7,800,000, which proceeds are to be used for, among other things, the purchase
      of SVI Hotel Corporation, the refinancing of certain of our other indebtedness,
      and other general corporate purposes. Terms include a six month maturity date
      which may be extended by 24 months upon the agreement of the lender, and 10%
      interest payable monthly. As additional consideration, we are expected to issue
      to the lenders (i) a maximum of 2,500,000 shares of our common stock; and (ii)
      a
      maximum of 3,150,000 warrants to acquire shares of our common stock at a price
      of $1.00 per share. The Commitment Letter and the closing of the financing
      proposed under the Commitment Letters is subject to certain closing requirements
      such as the completion of final due diligence and the execution of definitive
      agreements. On August 11, 2006 the Commitment Letter and Fee Letter with JMB
      Capital Partners, L.P. was terminated by JMB Capital Partners, L.P.





We
      have
      been engaged in further discussions with other potential Lenders and/or
      Investors and are in negotiations on a Term Sheet yet to be finalized.





Despite
      the financing opportunities detailed above, we anticipate further financing
      will
      be necessary to complete our business plan and absorb the terms of the loan
      transactions we have entered into. We have engaged an investment banking firm
      to
      raise a maximum of $15 million to allow us to complete for our future growth
      in
      the VOD business and further expansion into a wireless Private Broadband network
      using WiMAX technology.





**Results
      of** **** **Operations
      for the Three Months Ending June 30, 2006**





Revenues
      for the three months ended June 30, 2006 were $1,662,872 as compared with
      $996,412 for the three months ended June 30, 2005. The revenues for 2005
      consisted of revenues only from Creative Business Concepts, Inc. (“CBC”),
      whereas the revenues for 2006 consisted of revenues from both CBC ($1,594,995)
      and Oxford Media Corp (“OMC”) ($67,877). OMC began ramping up sales of its VOD
      hardware in the period with 15 systems shipped in June 2006 but which revenue
      ($360,000) has been deferred. Gross profit was $ 482,338 for the three months
      ended June 30, 2006, as compared with $382,062 for the three months ended June
      30, 2005, with the improvement due to increased service revenues versus product
      revenues. Operating expenses were $3,441,205 for the three months ended June
      30,
      2006 as compared with $645,730 for the same period in the prior year. The
      operating expenses for 2005 represented expenses for CBC only, whereas 2006
      operating expenses included CBC $405,715, OMC of $933,510 and Oxford Media,
      Inc.
      (“OMI”) of $2,101,980. Included in operating expenses was stock based
      compensation of $590,000 for stock issued in connection with termination of
      an
      employment contract. Other expense included interest expense of $559,405 in
      the
      three months ended June 30, 2006 versus $28,675 for the three months ended
      June
      30, 2005. Other expense for the three months ended June 30, 2006 included a
      loss
      on derivative liability of $684,730. The net loss for the three months ended
      June 30, 2006 was $4,281,807 as compared with a net loss of $292,343 for the
      three months ended June 30, 2005. The loss per share was $0.24 for the three
      months ended June 30, 2006 as compared with a $0.06 loss for the three months
      ended June 30, 2005.








19








**Results
      of** **** **Operations
      for the Six Months Ending June 30, 2006**





Revenues
      for the six months ended June 30, 2006 were $2,712,857 as compared with
      $2,029,239 for the six months ended June 30, 2005. The revenues for 2005
      consisted of revenues only from CBC whereas the revenues for 2006 consisted
      of
      revenues from both CBC ($2,612,021) and OMC ($100,836). OMC began ramping up
      sales of its VOD hardware in the period with 15 systems shipped in June 2006
      but
      which revenue ($360,000) has been deferred. Gross profit was $858,809 for the
      six months ended June 30, 2006 as compared with $639,472 for the six months
      ended June 30, 2005, with the improvement due to increased Service revenues
      versus Product revenues. Operating expenses were $7,871,509 for the six months
      ended June 30,006 as compared with $1,142,978 for the same period in the prior
      year. The operating expenses for 2005 represented expenses for CBC only, whereas
      2006 operating expenses included CBC in the amount of $961,918, OMC in the
      amount of $1,718,214 and OMI in the amount of $5,191,377. Included in operating
      expenses was stock based compensation of $2,590,000 for the six months ended
      June 30, 2006. Other expense included interest expense of $991,385 in the six
      months ended June 30, 2006 versus $57,380 for the six months ended June 30,
      2005. Other expense for the six months ended June 30, 2006 included a loss
      on
      derivative liability of $2,579,755. The net loss for the six months ended June
      30 2006 was $10,742,447 as compared with a net loss of $560,886 for the six
      months ended June 30, 2005. The loss per share was $0.63 for the six months
      ended June 30, 2006 as compared with a $0.11 loss for the six months ended
      June
      30, 2005, respectively.





**Liquidity
      and Capital Resources**





We
      used
      cash in operating activities of $3,388,500 and $233,158 for the six months
      ended
      June 30, 2006 and 2005, respectively. We used $315,911 and $24,432 in the six
      months ended June 30, 2006 and 2005, respectively.





We
      funded
      our operations through financing activities of $3,663,605 and $153,429 in the
      six months ended June 30, 2006 and 2005, respectively.






**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 fulfill their assigned
      functions. McKennon, Wilson & Morgan LLP indicated that they considered
      these deficiencies to be a material weakness as that term is defined under
      standards established by the American Institute of Certified Public Accountants.
      A material weakness is a significant deficiency in one or more of the internal
      control components that alone or in the aggregate precludes our internal control
      from reducing to an appropriately low level the risk that material misstatements
      in our financial statements will not be prevented or detected on a timely basis.
      We considered these matters in connection with the quarter-end closing of
      accounts and preparation of financial statements as and for the quarter ended
      June 30, 2006 and determined that no prior period financial statements were
      materially affected by such matters.








20








In
      addition, we are currently in process of remediating the observations by
      McKennon Wilson & Morgan LLP. We plan on completing the integration of the
      accounting functions and responsibilities incurred from the merger of six
      companies within nine months, including the reverse merger into a public
      company. Accounting systems and procedures will be standardized. Accounting
      staffing will be increased to properly address the deficiencies in the internal
      control components that currently exist, which we believe will addresses each
      of
      the matters raised by, McKennon, Wilson & Morgan LLP. Upon the closing
      of the acquisition of SVI Hotel Corporation, we will acquire the services of
      a
      number of their employees who possess accounting knowledge and background which
      will further address 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. 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 our 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 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.
            75,000
                shares of common stock issued in connection with issuance of notes
                payable. This issuance was exempt from registration under the Securities
                Act of 1933 pursuant to Regulation D, Rule 506, promulgated thereunder
                by
                the Securities and Exchange Commission.





2.
            13,500
                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.
            300,000
                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.
            10,588
                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.
            60,000
                shares of common stock issued in connection with termination of an
                employment contract. This issuance was exempt from registration under
                Section 4(2) of the Securities Act of
                1933.





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 June
      30,
      2006.





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





None





22






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





**Exhibit**
              **Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                200231.2
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                200232.1
            Certification
                of Chief Executive Officer 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:**August
                17, 2005**By:
            **/s/
                Lewis
                Jaffe****Lewis
                Jaffe**Title:
            **Chief
                Executive Officer**

































































24