SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~March 30 19, ~~2006~~2007

OXFORD MEDIA, INC.

(FORMERLY BECOMING ART INC.)

(Exact name of registrant as specified in its charter)

NEVADA	000-51125	20-3270909
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Technology Drive

Building H, Irvine, California 92618

(Address of Principal Executive Offices)

(949) ~~341~~ 727-~~0050~~3104

(Registrant's telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 5 -- ~~REGISTRANT’S~~CORPORATE ~~BUSINESS~~GOVERNANCE AND ~~OPERATIONS~~MANAGEMENT

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Principal ~~Agreement~~Officers; Election of Directors; Appointment of Principal Officers

~~Summary:~~Termination On of ~~June~~David Noyes: ~~30,~~ The termination ~~2006,~~of wethe ~~closed~~Company’s achief ~~financing~~financial ~~transaction~~officer, ~~with~~David ~~Palisades~~Noyes, ~~Master~~was ~~Fund~~deemed ~~LP (whom~~to we be ~~refer~~effective to as ~~Palisades).~~of Weand ~~have~~on aMarch ~~pre-existing relationship with Palisades in that (i) Palisades is the owner of 4~~19,~~000~~ ~~shares~~2007. ofThe ~~our~~Company ~~Series~~and AMr. ~~Convertible~~Noyes mutually ~~Preferred~~ agreed ~~Stock;~~that ~~and,~~each ~~(ii)~~party ~~Palisades~~would isretain ~~the~~their ~~holder~~respective ofrights ~~our~~in ~~promissory~~regard ~~note in~~to the ~~principal amount of $1~~ termination,~~666,667~~ ~~(which~~and wethat ~~refer~~neither towaived asany ~~the~~of ~~Original~~their ~~Note),~~respective ~~issued to~~rights ~~Palisades~~ in ~~connection with a loan made by Palisades~~ regard to ~~us in February,~~ ~~2006~~ the termination.

~~Under~~Termination ~~the~~ of Herbert Presley: ~~terms~~ The termination of the ~~financing~~Company’s ~~transaction,~~chief ~~Palisades~~technology ~~agreed~~officer, toHerbert ~~accept~~Presley, ~~certain payment~~was of deemed ~~the~~to ~~Original~~be ~~Note~~effective atas aof ~~date~~and ~~later~~on ~~than~~March ~~originally due~~19, 2007. The Company and ~~further~~Mr. ~~extend~~Presley ~~payment~~ mutually ofagreed ~~the~~that ~~remainder~~each ofparty ~~the~~would ~~Original~~retain ~~Note.~~their Inrespective ~~connection~~rights ~~with~~in regard to the ~~financing transaction~~termination, weand ~~executed~~that anneither ~~Extension~~waived ~~Agreement,~~any anof ~~Exchange~~their ~~Agreement,~~respective ~~and~~rights a in ~~Promissory~~ regard ~~Note.~~to the termination.

~~Palisades~~Appointment ~~agreed~~ of asBrian ~~follows~~Weiss: On March ~~under~~20, ~~the~~2007, ~~agreements~~Brian ~~executed~~Weiss inwas ~~connection~~appointed ~~with~~by the ~~financing transaction:~~Company’s ~~(a)~~Board ~~Palisades~~of ~~agreed~~Directors ~~to extend to July 20, 2006~~ as the ~~due~~Company’s ~~date for $666,667~~interim ofchief ~~principal~~financial ~~and~~officer. ~~accrued~~Mr. ~~interest~~Weiss ~~thereon~~will ~~due~~serve ~~under~~as the ~~Original Note;~~ ~~(b)~~ Company’s ~~Palisades~~chief ~~agreed~~financial toofficer ~~exchange~~until ~~the~~such ~~Original~~time ~~Note~~as ~~for~~ the ~~Promissory~~Company ~~Note in the~~appoints ~~remainder of the Original Note after payment on July 20, 2006, which~~a ~~principal~~ replacement ~~amount~~to isserve ~~$1,003,836;~~as ~~and, (c)~~ the ~~Promissory~~permanent ~~Note~~chief ~~would~~financial ~~reflect 11% interest and be due and payable in full on or before March 30, 2006~~officer.

WeMr. ~~agreed~~ Weiss, age 36, as has ~~follows~~over 13 ~~under~~years of experience in corporate finance. Mr. Weiss currently serves as the ~~agreements~~Managing ~~executed~~Director of BSW & Associates, a firm he founded in ~~connection~~in ~~with~~November, 2005, ~~the~~which ~~financing~~specializes in corporate finance, accounting, SEC reporting, ~~transaction:~~ restructuring ~~(a)~~and wemergers ~~will~~and ~~make~~acquisitions. From 2004 to 2005, Mr. Weiss served as Vice President of Finance, North America Tomy Corporation, a ~~principal~~subsidiary ~~payment~~ of Tomy toCo., ~~Palisades~~Ltd., inone of the ~~amount~~world’s oflargest ~~$666~~toy companies prior to its merger with Takara. While there,~~667~~ Mr.00 noWeiss ~~later~~successfully ~~than~~led ~~July~~the 20financial turnaround of the Company's North American operations. From 2002 to 2004, ~~2006;~~Mr. Weiss served as Financial Controller for Jazz Semiconductor (bAMEX: JAZ). weFrom ~~will~~2000 to 2002, ~~pay~~Mr. Weiss served as Corporate Controller for Avamar Technologies, prior to being ~~Palisades~~acquired ~~all~~by ~~accrued~~EMC ~~and~~Corporation. ~~unpaid~~Mr. ~~interest~~Weiss currently serves on the ~~amount~~board of ~~$666,667~~ directors noand ~~later~~is ~~than~~chairman ~~July~~of ~~20,~~the ~~2006;~~audit ~~and~~committee for PGMI, Inc. (cOTC: PGMI). Mr. Weiss wereceived ~~will~~his ~~pay~~M.B.A tofrom ~~Palisades~~the ~~all liquidated~~University ~~damages~~of Southern California, and a B.S. in ~~the~~Accounting ~~amount~~from ofSan ~~$16,666~~Diego State University.68 noHe ~~later~~is ~~than~~also ~~July~~a ~~20,~~Certified Public ~~2006~~ Accountant.

The Extension Agreement, Exchange Agreement, and the Promissory Note (which we refer to collectively as the Extension Agreement) contain representations and warranties of the Company, as well as affirmative and negative covenants imposed by us and accepted as obligations of the Company. The Extension Agreements also contain customary events of default, including nonpayment of principal, interest, fees or other amounts when due; violation of covenants, subject in certain cases to stated grace periods; the attachment or seizure of a material portion of our assets; the occurrence of certain bankruptcy events; the prevention by governmental authorities of the conduct of a material part of our business; the occurrence of certain payment defaults in respect of other indebtedness; the handing down of certain material judgments adverse to the Company; and inaccuracy of representations and warranties. If an event of default occurs and is continuing, we may be required to repay all amounts outstanding under the Extension Agreements.

A copy of the Extension Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the Exchange Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference. A copy of the Promissory Note is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Affect on Preferred Stock: As part of the financing transaction with Palisades, we also agreed to lower the conversion price on the Series A Convertible Preferred Stock issued to Palisades by us from $1.50 per share to $1.00 per share. We also agreed to file a registration statement no event later than September 20, 2006 covering the additional shares of common stock into which the Preferred Stock can be converted, as required by the Registration Rights Agreement relating to the Series A Convertible Preferred Stock held by Palisades.

Securities Act Exemption: The securities issued pursuant to the financing transaction are being acquired by Palisades in a transaction meeting the requirements of Section 4(2) and/or Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), or in the case of foreign purchasers, Regulation S under the Securities Act, and have not been registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from the registration requirements.

Palisades represented its intention to acquire the securities for investment only and not with a view toward distribution. Longview was given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising.

SECTION 2 - FINANCIAL INFORMATION

Item 2.03 Creation of a Direct Financial Obligation

See the description of the financing transaction, including the terms and conditions of the Extension Agreements executed in connection with the financing transaction, set out in Item 1.01 above, which description is incorporated in this Item 2.03 by reference.

SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.03 Material Modifications to Rights of Security Holders

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits

The following exhibits are furnished with this report:

Exhibit No. Exhibit Description

10.1 Extension Agreement.

10.2 Exchange Agreement

10.3 Promissory Note

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OXFORD MEDIA, INC.

/s/ ~~LEWIS JAFFE~~ Lewis Jaffe

~~LEWIS~~Lewis ~~JAFFE~~ Jaffe, Chief Executive Officer

Date: ~~July~~ 5 March 22, ~~2006~~2007

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