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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-QSB

(Mark One)



|þ | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended November 30, 2007



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

For the transition period to

Commission
File Number 0-29901

PUBLIC MEDIA WORKS, INC.

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



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 98-0220849                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

14759 Oxnard Street

Van Nuys, California 91411

(Address of principal executive offices)

818-904-9029

(Issuers telephone number,

including area code)





(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
Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days  YES  þ    NO   ̈

Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act.):  YES   ̈    NO  þ

On January 14, 2008, the registrant had outstanding 4,481,440 shares of Common Stock, which is the registrants only class of common equity.

Transitional Small Business Disclosure Format (Check one):  Yes   ̈    No  þ









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Note Regarding Forward Looking Statements

In addition to historical information, this Quarterly Report on Form 10-QSB contains statements relating to future results of Public Media Works, Inc. (including certain
projections and business trends) that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are
subject to the safe harbor created by those sections. Our actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to, without
limitation, statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as
expects or does not expect, is expected, anticipates or does not anticipate, plans, estimates or intends, or stating that certain actions, events or
results may, could, would, might or will be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or achievements of the Company to be materially different from any future results or achievements of the Company expressed or implied by
such forward-looking statements. Such factors include, among others, the following: the Companys limited operating history; the Companys lack of revenue; the Companys immediate need for additional capital to continue as a going
concern; the Companys inability to meet its current and long-term debt obligations; the price of the Companys common shares and the lack of a trading market for such shares; risk related to litigation; competition; dependency on
effective information systems, and dependency on key personnel, as well as other risks and uncertainties, including those set forth herein and those detailed from time to time in our other Securities and Exchange Commission filings including those
contained in our most recent Form 10K-SB. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events
or otherwise, except as otherwise required by law. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. There can be no assurance that the Company will be able to raise sufficient capital
to continue as a going concern.



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PUBLIC MEDIA WORKS, INC.

Form 10-QSB

For the Quarter Ended November 30, 2007





TABLE OF C
ONTENTS







|                               |  |                                                                  |  |     
|------------------------------ |  | ---------------------------------------------------------------- |  | ----
|                               |  |                                                                  |  | Page
|                               | 
|PART I  FINANCIAL INFORMATION |  | 4                                                               
|                               |  |                                                                 
|Item 1.                        |  | Financial Statements                                             |  | 4   
|                               |  |                                                                 
|                               |  | Condensed Consolidated Balance Sheets (Unaudited)                |  | 4   
|                               |  |                                                                 
|                               |  | Condensed Consolidated Statements of Operations (Unaudited)      |  | 5   
|                               |  |                                                                 
|                               |  | Condensed Consolidated Statements of Cash Flows (Unaudited)      |  | 7   
|                               |  |                                                                 
|                               |  | Notes to Condensed Consolidated Financial Statements (Unaudited) |  | 8   
|                               |  |                                                                 
|Item 2.                        |  | Managements Discussion and Analysis or Plan of Operation        |  | 13  
|                               |  |                                                                 
|Item 3.                        |  | Controls and Procedures                                          |  | 15  
|                               | 
|PART II  OTHER INFORMATION    |  | 16                                                              
|                               |  |                                                                 
|Item 1.                        |  | Legal Proceedings                                                |  | 16  
|                               |  |                                                                 
|Item 2.                        |  | Unregistered Sales of Equity Securities                          |  | 16  
|                               |  |                                                                 
|Item 3.                        |  | Defaults Upon Senior Securities                                  |  | 16  
|                               |  |                                                                 
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders              |  | 17  
|                               |  |                                                                 
|Item 5.                        |  | Other Information                                                |  | 17  
|                               |  |                                                                 
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                 |  | 17  



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PA
RT I



|Item 1. | Fin
ancial Statements.
|------- | ----------------------

Public Media Works, Inc.

Condensed Conso
lidated Balance Sheets



|                                                                                               |  |                             |            |   |                  |   |            |  
|---------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                                                               |  | November 30,2007(Unaudited) |            |   | February 28,2007 |  
|Assets                                                                                         |  |                             |            |   |                  |   |            |  
|Current assets:                                                                                |  |                             |            |   |                  |   |            |  
|Cash and cash equivalents                                                                      |  | $                           | 6,732      |   |                  | $ | 6,802      |  
|Prepaid expenses                                                                               |  |                             | 6,550      |   |                  |   | 6,006      |  
|Loans to unconsolidated subsidiaries                                                           |  |                             | 4,120      |   |                  |   |           |  
|                                                                                               |  |                             |            |   |                  |   |            |  
|Total current assets                                                                           |  |                             | 17,402     |   |                  |   | 12,808     |  
|Property and equipment, net                                                                    |  |                             | 3,640      |   |                  |   | 5,890      |  
|                                                                                               |  |                             |            |   |                  |   |            |  
|Other assets:                                                                                  |  |                             |            |   |                  |   |            |  
|Film development costs                                                                         |  |                             | 351,508    |   |                  |   | 317,186    |  
|                                                                                               |  |                             |            |   |                  |   |            |  
|Total other assets                                                                             |  |                             | 351,508    |   |                  |   | 317,186    |  
|Total assets                                                                                   |  | $                           | 372,550    |   |                  | $ | 335,884    |  
|                                                                                               |  |                             |            |   |                  |   |            |  
|Liabilities and Stockholders Equity (Deficiency)                                              |  |                             |            |   |                  |   |            |  
|Current liabilities:                                                                           |  |                             |            |   |                  |   |            |  
|Accounts payable and accrued expenses                                                          |  | $                           | 59,885     |   |                  | $ | 141,215    |  
|Accrued interest, stockholders                                                                 |  |                             | 265,078    |   |                  |   | 225,834    |  
|Note payable                                                                                   |  |                             | 25,000     |   |                  |   |           |  
|Notes payable, stockholders                                                                    |  |                             | 604,633    |   |                  |   | 693,117    |  
|Notes payable, line of credit, related party                                                   |  |                             | 182,622    |   |                  |   | 182,622    |  
|Related party advances                                                                         |  |                             | 22,500     |   |                  |   | 17,000     |  
|Film participation interests                                                                   |  |                             | 120,000    |   |                  |   | 120,000    |  
|                                                                                               |  |                             |            |   |                  |   |            |  
|Total current liabilities                                                                      |  |                             | 1,279,718  |   |                  |   | 1,379,788  |  
|Stockholders equity (deficiency)                                                              |  |                             |            |   |                  |   |            |  
|Capital stock                                                                                  |  |                             |            |   |                  |   |            |  
|$.0001 par value, 100,000,000 shares authorized 4,481,440 and 1,859,463 issued and outstanding |  |                             | 448        |   |                  |   | 186        |  
|Additional paid-in capital                                                                     |  |                             | 3,370,608  |   |                  |   | 2,875,480  |  
|Accumulated deficit                                                                            |  |                             | (4,278,224 | ) |                  |   | (3,919,570 | )
|                                                                                               |  |                             |            |   |                  |   |            |  
|Total stockholders equity (deficiency)                                                        |  |                             | (907,168   | ) |                  |   | (1,043,904 | )
|                                                                                               |  |                             |            |   |                  |   |            |  
|Total liabilities and stockholders equity (deficiency)                                        |  | $                           | 372,550    |   |                  | $ | 335,884    |  
|                                                                                               |  |                             |            |   |                  |   |            |  

See accompanying notes to consolidated financial statements.



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Public Media Works, Inc.

Condensed Consolidated Statement of Operations
 (Unaudited)



|                                                                 |  |                                     |           |   |                                     |   |           |  
|---------------------------------------------------------------- |  | ----------------------------------- | --------- | - | ----------------------------------- | - | --------- | -
|                                                                 |  | Three months endedNovember 30, 2007 |           |   | Three months endedNovember 30, 2006 |  
|Revenue                                                          |  | $                                   |          |   |                                     | $ | 5,000     |  
|                                                                 |  |                                     |           |   |                                     |   |           |  
|Expenses:                                                        |  |                                     |           |   |                                     |   |           |  
|Consulting services                                              |  |                                     |          |   |                                     |   | 4,100     |  
|Depreciation                                                     |  |                                     | 750       |   |                                     |   | 2,500     |  
|Office expenses                                                  |  |                                     | 346       |   |                                     |   | 147       |  
|Other                                                            |  |                                     | 1,309     |   |                                     |   | 1,994     |  
|Professional fees                                                |  |                                     | 34,460    |   |                                     |   | 8,538     |  
|Listing Fees                                                     |  |                                     |          |   |                                     |   | 1,904     |  
|Rent                                                             |  |                                     | 5,400     |   |                                     |   | 5,400     |  
|Salaries and related expenses                                    |  |                                     |          |   |                                     |   |          |  
|Telephone and utilities                                          |  |                                     | 1,647     |   |                                     |   | 2,494     |  
|Travel and entertainment                                         |  |                                     | 53,613    |   |                                     |   |          |  
|Web site development costs                                       |  |                                     | 10,775    |   |                                     |   |          |  
|                                                                 |  |                                     |           |   |                                     |   |           |  
|Total expenses                                                   |  |                                     | (108,300  | ) |                                     |   | 27,077    |  
|                                                                 |  |                                     |           |   |                                     |   |           |  
|Loss from operations                                             |  |                                     | (108,300  | ) |                                     |   | (22,077   | )
|Other income (expense):                                          |  |                                     |           |   |                                     |   |           |  
|Interest expense                                                 |  |                                     | (13,446   | ) |                                     |   | (12,564   | )
|                                                                 |  |                                     |           |   |                                     |   |           |  
|Loss from continuing operations before income taxes              |  |                                     |           |   |                                     |   | (34,641   | )
|Provision for income taxes                                       |  |                                     |          |   |                                     |   |          |  
|                                                                 |  |                                     |           |   |                                     |   |           |  
|Net Loss                                                         |  |                                     | (121,746  | ) |                                     |   | (34,641   | )
|                                                                 |  |                                     |           |   |                                     |   |           |  
|Earnings (loss) per share:                                       |  |                                     |           |   |                                     |   |           |  
|Loss, basic and diluted                                          |  | $                                   | (.05      | ) |                                     | $ | (.02      | )
|Weighted average number of shares outstanding, basic and diluted |  |                                     | 2,501,358 |   |                                     |   | 1,859,463 |  
|                                                                 |  |                                     |           |   |                                     |   |           |  

See accompanying notes to consolidated financial statements.



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Public Media Works, Inc.

Condensed Consolidated Statement of Operations (Unaudited)



|                                                                 |  |                                    |           |   |                                    |   |           |  
|---------------------------------------------------------------- |  | ---------------------------------- | --------- | - | ---------------------------------- | - | --------- | -
|                                                                 |  | Nine months endedNovember 30, 2007 |           |   | Nine months endedNovember 30, 2006 |  
|Revenue                                                          |  | $                                  |          |   |                                    | $ | 5,000     |  
|                                                                 |  |                                    |           |   |                                    |   |           |  
|Expenses:                                                        |  |                                    |           |   |                                    |   |           |  
|Depreciation                                                     |  |                                    | 2,250     |   |                                    |   | 7,500     |  
|Office expenses                                                  |  |                                    | 3,515     |   |                                    |   | 215       |  
|Professional fees                                                |  |                                    | 112,3211  |   |                                    |   | 54,717    |  
|Investor relations                                               |  |                                    | 78,000    |   |                                    |   |          |  
|Listing Fees                                                     |  |                                    | 5,055     |   |                                    |   | 3,584     |  
|Rent                                                             |  |                                    | 16,200    |   |                                    |   | 16,200    |  
|Salaries and related expenses                                    |  |                                    | 8,086     |   |                                    |   | 25,000    |  
|Telephone and utilities                                          |  |                                    | 5,498     |   |                                    |   | 7,598     |  
|Consulting Costs                                                 |  |                                    | 6,000     |   |                                    |   | 13,850    |  
|Travel and entertainment                                         |  |                                    | 57,833    |   |                                    |   | 2,578     |  
|Web site development costs                                       |  |                                    | 11,775    |   |                                    |   | 14,381    |  
|Other                                                            |  |                                    | 6,939     |   |                                    |   | 3,136     |  
|                                                                 |  |                                    |           |   |                                    |   |           |  
|Total expenses                                                   |  |                                    | 313,472   |   |                                    |   | 148,791   |  
|                                                                 |  |                                    |           |   |                                    |   |           |  
|Loss from operations                                             |  |                                    | (313,472  | ) |                                    |   | (143,791  | )
|Other income (expense):                                          |  |                                    |           |   |                                    |   |           |  
|Interest expense                                                 |  |                                    | (43,582   | ) |                                    |   | (43,092   | )
|                                                                 |  |                                    |           |   |                                    |   |           |  
|Loss from continuing operations before income taxes              |  |                                    | (357,054  | ) |                                    |   | (186,833  | )
|Provision for income taxes                                       |  |                                    | 1,600     |   |                                    |   | 800       |  
|                                                                 |  |                                    |           |   |                                    |   |           |  
|Net Loss                                                         |  |                                    | (358,654  | ) |                                    |   | (187,683  | )
|                                                                 |  |                                    |           |   |                                    |   |           |  
|Earnings (loss) per share:                                       |  |                                    |           |   |                                    |   |           |  
|Loss, basic and diluted                                          |  | $                                  | (.17      | ) |                                    | $ | (.11      | )
|Weighted average number of shares outstanding, basic and diluted |  |                                    | 2,122,303 |   |                                    |   | 1,710,453 |  
|                                                                 |  |                                    |           |   |                                    |   |           |  

See accompanying notes to consolidated financial statements.



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Public Media Works, Inc.

Condensed Statements of Cash Flows (Unaudited)

|                                                                  |  |                                    |          |   |                                    |   |          |  
|----------------------------------------------------------------- |  | ---------------------------------- | -------- | - | ---------------------------------- | - | -------- | -
|                                                                  |  | Nine months endedNovember 30, 2007 |          |   | Nine months endedNovember 30, 2006 |  
|Cash provided by (used in):                                       |  |                                    |          |   |                                    |   |          |  
|Operations:                                                       |  |                                    |          |   |                                    |   |          |  
|Loss from Continuing Operations                                   |  | $                                  | (358,654 | ) |                                    | $ | (187,683 | )
|Items not involving cash:                                         |  |                                    |          |   |                                    |   |          |  
|Depreciation                                                      |  |                                    | 2,250    |   |                                    |   | 7,500    |  
|Fair value of stock options at grant date                         |  |                                    | 18,360   |   |                                    |   |         |  
|Common stock issued for accrued, current and interest expense     |  |                                    | 139,450  |   |                                    |   | 34,750   |  
|Accounts payable and accrued expenses converted to notes payable  |  |                                    |         |   |                                    |   | 16,715   |  
|Change in non-cash operating working capital:                     |  |                                    |          |   |                                    |   |          |  
|Loans to unconsolidated subsidiaries                              |  |                                    | (4,120   | ) |                                    |   |         |  
|Decrease in accounts receivable                                   |  |                                    |         |   |                                    |   | (1,506   | )
|Prepaid expenses                                                  |  |                                    | (544     | ) |                                    |   |         |  
|Decrease (increase) in accounts payable and accrued expenses      |  |                                    | (42,086  | ) |                                    |   | 5,954    |  
|                                                                  |  |                                    |          |   |                                    |   |          |  
|Cash flows (used in) operations                                   |  |                                    | (245,344 | ) |                                    |   | (124,270 | )
|Cash flows from investing activities:                             |  |                                    |          |   |                                    |   |          |  
|Film development costs capitalized                                |  |                                    | (34,322  | ) |                                    |   |         |  
|                                                                  |  |                                    |          |   |                                    |   |          |  
|Cash flows (used in) investing activities                         |  |                                    | (34,322  | ) |                                    |   |         |  
|Cash flows from investing activities:                             |  |                                    |          |   |                                    |   |          |  
|Issuance of common stock                                          |  |                                    | 215,000  |   |                                    |   | 50,000   |  
|Proceeds from note payable                                        |  |                                    | 25,000   |   |                                    |   |         |  
|Proceeds from related party borrowings                            |  |                                    | 48,896   |   |                                    |   | 76,475   |  
|Payment of related party borrowings                               |  |                                    | (14,800  | ) |                                    |   | (1,000   | )
|Proceeds from related party advances                              |  |                                    | 5,500    |   |                                    |   |         |  
|                                                                  |  |                                    |          |   |                                    |   |          |  
|Cash flows provided by financing activities                       |  |                                    | 279,596  |   |                                    |   | 125,475  |  
|                                                                  |  |                                    |          |   |                                    |   |          |  
|Net increase (decrease) in cash and cash equivalents              |  |                                    | (70      | ) |                                    |   | 1,205    |  
|Cash and cash equivalents, beginning of period                    |  |                                    | 6,802    |   |                                    |   | 391      |  
|                                                                  |  |                                    |          |   |                                    |   |          |  
|Cash and cash equivalents, end of period                          |  | $                                  | 6,732    |   |                                    | $ | 1,596    |  
|                                                                  |  |                                    |          |   |                                    |   |          |  
|Supplementary information:                                        |  |                                    |          |   |                                    |   |          |  
|Interest paid                                                     |  | $                                  | 1,000    |   |                                    | $ |         |  
|Income taxes paid                                                 |  | $                                  | 1,600    |   |                                    | $ | 800      |  
|Common shares issued to pay company expenses                      |  | $                                  | 131,613  |   |                                    | $ | 34,750   |  
|Common shares issued to retire notes payable and accrued interest |  | $                                  | 131,134  |   |                                    | $ | 261,834  |  
|Accounts payable and accrued expenses converted to note payable   |  | $                                  |         |   |                                    | $ | 16,715   |  
|                                                                  |  |                                    |          |   |                                    |   |          |  

See accompanying notes to consolidated financial statements.



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

a. Summary of Business

Public Media Works, Inc. (formerly Burnam
Management, Inc.) was incorporated under the laws of the State of Delaware on March 3, 2000. The Company was formed to seek business opportunities. On August 30, 2003, the Company entered into a share exchange agreement with Public Media
Works, Inc., a private company formed to pursue opportunities in the film/TV and entertainment industry. The share exchange agreement is essentially a reverse merger with Public Media Works, Inc., the surviving company.

In January 2007, the Company formed DOD LLC, a California Limited Liability Company and wholly-owned subsidiary, for the financing and production of the film Donna
On Demand.

In January 2007 the Company also established 3 Day Test LLC, a California limited liability company, for the financing and production of
the film 3 Day Test.

In April 2007, the Company also became a member of Dead Air LLC, a California limited liability company, which was
established for the financing and production of the film Dead Air.

b. Principles of Consolidation

The consolidated financial statements contain the accounts of the company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have
been eliminated.

c. Cash Flows

For purposes of the
statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash or cash equivalents.

d. Accounts Receivable

Accounts receivable is recorded at the amount the Company expects to collect on balances outstanding at year-end.
Management closely monitors outstanding balances and writes off, as of year-end, all balances that are deemed uncollectible by the time the financial statements are issued.

e. Advertising and Promotions

The Company expenses all advertising and promotion costs as incurred.

f. Property and Equipment

Property and equipment are stated at cost
less accumulated depreciation. Depreciation is provided using straight-line methods based on estimated useful lives of five to seven years.

g. Revenue
Recognition

Revenue is recognized on the accrual basis of accounting when earned. The Companys primary business generates revenue from selling
movie scripts and producing movies and television shows. Revenue is recognized in accordance with the provisions of Statement of Position 00-2, Accounting by Producers or Distributors of Films. Revenue is recognized only after all of the following
conditions are met.

1. Persuasive evidence of a sale or licensing arrangement with a customer exists.

2. The film is complete and, in accordance with the terms of the arrangement, has been delivered or is available for immediate and unconditional delivery.

3. The license period of the arrangement has begun and the customer can begin its exploitation, exhibition, or sale.

4. The arrangement fee is fixed or determinable.

5. Collection of the arrangement fee is reasonably assured.



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Notes to Consolidated Financial Statements  Continued

h. Net Loss Per Share

The net loss per share calculation is based on
the weighted average number of shares outstanding during the period.

i. Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

j. Fair Value of Financial Instruments

The amounts reported for cash, receivables, accounts payable, and other financial instruments, none of which are held for trading purposes, are considered
to approximate fair values based upon comparable market information available at the respective balance sheet date.

2. REVENUES

For the periods ended August 31, 2007 and 2006, the Company had no revenue, and $5,000 for developing a reality TV show called Know Your Weight,
respectively.

3. FILM DEVELOPMENT COSTS

At
November 30, 2007 and February 28, 2007, the Company has capitalized $351,508, and $317,186, respectively for film development costs. In January 2007, the Company started production of a movie titled Donna On Demand and at
November 30, 2007, $278,958 has been capitalized for the production of this movie. On September 6, 2005, the company purchased the rights to A Taste of History and Run N Gun for $62,500 from World Equities,
LLC. A shareholder and director of the Company is also a member of World Equities, LLC. During 2004, the Company paid $4,000 for a movie script called The Action. During the nine months ending November 30, 2007, the Company paid
$6,050 for development of the 3 Day Test and The Clown movie scripts.

4. INVESTMENT IN LIMITED LIABILITY COMPANIES

At November 30, 2007, the Company is a member of three LLCs, DOD LLC, 3 Day Test LLC and Dead Air LLC. The Company has made no capital contributions
to 3 Day Test LLC and Dead Air LLC and had no income or loss to recognize from those LLCs. The Company owns 100% of 3 Day Test LLC and approximately 30% of Dead Air LLC (see note 5 regarding DOD LLC).

5. DOD, LLC (WHOLLY-OWNED SUBSIDIARY)

In January 2007, the Company
formed DOD, LLC (a California Limited Liability Company and a wholly-owned subsidiary of the Company). The purpose of the LLC is the production and exploitation of a motion picture entitled Donna On Demand. Contributions to the LLC are characterized
in three forms. First, a note payable in the amount of $100,000. The amount has been included as note payable, stockholders in the accompanying financial statements. The note is unsecured, bears interest at 6% per annum and is due on demand.

Second, advances from shareholders have been received in the amount of $22,500. They have been included in the accompanying financial statements as
Related Party Advances. The advances are unsecured, bear no interest and have no regularly scheduled payments.

Third, additional advances from investors
have been received in the amount of $120,000. They have been included in the accompanying financial statements under the caption Film Participation Interests. The film participation interests are unsecured, bear no interest and have no regularly
scheduled payments. In exchange for advancing the LLC $120,000 to produce the movie, the Company granted the participation interest holders the right to receive a prorata share of the LLCs net profits as further described below.

The contributors to the LLC have further agreed to the following priority as it pertains to the distribution of the net profits from the LLC. The first priority is for
the repayment of principal and interest to the note payable, shareholder referred to above in the amount of $100,000. The second priority after repaying all of the note payable, shareholder is to repay the related party advances in the amount of
$22,500 as referred to above. The third priority is for the repayment of the participation interests amounting to $120,000.



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Notes to Consolidated Financial Statements  Continued

Net profits remaining after the aforementioned repayments are to be split as follows:

45% to DOD, LLC or its assignees;

52% to the participation interests; and

3% to a pool for the talent used in the project.

6. PROPERTY AND
EQUIPMENT

Property and equipment comprises the following at November 30, 2007 and February 28, 2007:



|                                     |  |             |        |             |   |       
|------------------------------------ |  | ----------- | ------ | ----------- | - | ------
|                                     |  | November 30 |        | February 28
|Furniture and leasehold improvements |  | $           | 2,554  |             | $ | 2,554 
|Computer and office equipment        |  |             | 36,190 |             |   | 36,190
|                                     |  |             |        |             |   |       
|                                     |  |             | 38,744 |             |   | 38,744
|Less: accumulated depreciation       |  |             | 35,104 |             |   | 32,854
|                                     |  |             |        |             |   |       
|Property and equipment, net          |  | $           | 3,640  |             | $ | 5,890 
|                                     |  |             |        |             |   |       

Depreciation expense for the nine month periods ended November 30, 2007 and 2006 was $ 2,250 and $7,500,
respectively.

7. NOTE PAYABLE, LINE OF CREDIT, RELATED PARTY

On August 19, 2004, the Company obtained a $250,000 unsecured line of credit with Mainas Development Corporation (a company owned by a shareholder and director of Public Media Works, Inc.) to be drawn down upon as needed with an
interest rate of 9%. The line of credit expired on August 18, 2005. At November 30, 2007 and February 28, 2007, the outstanding balance is $182,622.

8. NOTE PAYABLE STOCKHOLDERS

Stockholder notes payable consist of the following at November 30, 2007 and February 28, 2007:



|                                                                                                                                                                    |  |             |         |             |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ------- | ----------- | - | -------
|                                                                                                                                                                    |  | November 30 |         | February 28
|Note payable to an individual, also a stockholder and director of the Company, interest is being charged at 8% on $340,000, the note is
unsecured and currently due |  | $           | 439,847 |             | $ | 465,727
|Note payable to an individual, also a stockholder of the Company, the note is unsecured, due on demand and non-interest
bearing                                     |  |             | 16,715  |             |   | 16,715 
|Notes payable to four individuals, also stockholders of the Company, interest is being charged at 6%, the notes are unsecured and due on
demand                     |  |             | 48,071  |             |   | 110,675
|Notes payable by DOD LLC to an individual, also a stockholder of the Company, interest is being charged at 6%, the note is unsecured and due
on demand              |  |             | 100,000 |             |   | 100,000
|                                                                                                                                                                    |  |             |         |             |   |        
|                                                                                                                                                                    |  | $           | 604,633 |             | $ | 693,117
|                                                                                                                                                                    |  |             |         |             |   |        

9. NOTE PAYABLE

On June 21, 2007, DOD LLC obtained a $25,000 short-term loan from an individual. The note is unsecured, non-interest bearing and due on demand.



10



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##### Table of Contents

Notes to Consolidated Financial Statements  Continued

10. ISSUANCE OF COMMON STOCK

The Company is authorized to issue
100,000,000 shares of common stock at $.0001 par value.

On May 31, 2007, the Company filed a Definitive Information Statement (the Information
Statement) pursuant to Section 14(a) of the Securities Exchange Act with the Securities and Exchange Commission and mailed the statement to the Companys shareholders. The Information Statement was filed and mailed in connection with
the Companys solicitation of consents seeking approval to amend the Companys Certificate of Incorporation to effect a consolidation of its outstanding shares of Common Stock at a ratio of one share for every 20 shares of Common Stock
outstanding. On June 22, 2007, the Company filed the Certificate of Amendment (the Amendment) to the Certificate of Incorporation with State of Delaware effectuating the reverse stock split as of June 28, 2007. The amount of
shares and price per share in the description of the share issuances below which occurred prior to June 28, 2007 have been adjusted to reflect the 1 for 20 reverse stock split.

On April 6, 2006, the company entered into a note payable conversion agreement. A $44,155 note payable was reduced to $10,000 by issuing 8,308 shares of common stock. The note payable was reduced by $34,155 which
resulted in the shares being valued at $4.00 per share.

On April 6, 2006, the Company issued 7,500 shares of its common stock to an individual that
provided consulting services. The consulting services are valued at $9,750 or $1.30 per share.

On June 7, 2006, the Company sold 50,000 shares of its
common stock at $1.00 per share for a total amount of $50,000.

On July 18, 2006, the Company entered into two promissory note conversion agreements.
$227,680 of note principal was converted into 227,680 shares of common stock at $1.00 per share.

On July 18, 2006, the Company issued its chief
executive officer 25,000 shares of common stock at $1.00 per share for a total of $25,000 as compensation for work provided on various projects.

On
March 16, 2007, the Company sold 50,000 shares of its common stock at $2.00 per share for a total amount of $100,000.

On April 4, 2007, the
Company entered into an investor relations and consulting agreement with CRG Partners, Inc. under which it issued 15,000 shares of its common stock. The shares were valued at $5.20 or $78,000 and is expensed as investor relations in the statement of
operations.

On August 16, 2007, the Company sold 216,667 shares of its common stock at $0.30 per share for a total amount of $65,000.

On November 16, 2007, the Company issued 1,840,310 shares of its common stock to three related parties for $.10 per share in exchange for the conversion of $184,031
in Company debt and accrued and current Company expenses, and sold 500,000 shares of its common stock to a related party for $.10 per share for a total amount of $50,000.

11. STOCK OPTIONS

The Companys 2007 Equity Incentive Plan (the Plan), which is not yet shareholder-approved,
permits the grant of share options and shares to its employees, officers, directors and service providers for up to one million shares of common stock. The Company believes that such awards better align the interests of its employees, officers,
directors and service providers with those of its shareholders. Option awards are generally granted with an exercise price that approximates the market price of the Companys stock at the date of grant.

On October 1, 2005, the Company issued stock options to two members of its management. Each of the two individuals received the right to purchase up to 50,000
shares of the Companys common stock at $5.00 per share. The stock options expire on October 1, 2008 or six months after the individual terminates its affiliation with the Companys board of directors, whichever comes first. In
addition, the Company granted its legal counsel stock options to purchase up to 25,000 shares of its common stock at $5.00 per share. These stock options expire on October 1, 2008. All of the stock options vested on October 1, 2005.



11



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##### Table of Contents

On November 16, 2007, the Company granted its legal counsel stock options under the Plan to purchase up to 200,000
shares of its common stock at $.10 per share. These stock options vested on November 16, 2007 and expire on November 16, 2012.

The compensation
cost that has been charged against income for the stock options issued was $18,360 for the quarter ending November 30, 2007 and -0- for the year ending February 28, 2007.

The fair value of each option award is estimated on the date of grant using the Black Scholes option valuation model that uses the assumptions noted in the following table. Because the Black Scholes option valuation
model incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on implied volatilities from traded options on the Companys stock, historical volatility of the Companys stock, and other
factors. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from estimates and represents the period of time that options granted are
expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.



|                            |  |                                
|--------------------------- |  | -------------------------------
|                            |  | Quarter endingNovember 30, 2007
|Expected volatility         |  | 2%                             
|Weighted-average volatility |  | 2%                             
|Expected dividends          |  | 0%                             
|Expected terms (in years)   |  | 2.5                            
|Risk-free rate              |  | 4%-6%                          

A summary of option activity, including the option activity under the Plan as of November 30, 2007, and
changes during the quarter ending November 30, 2007 is presented below:



|                                 |  |                                |  |                                           |      |                                         |      |                         |   |  
|-------------------------------- |  | ------------------------------ |  | ----------------------------------------- | ---- | --------------------------------------- | ---- | ----------------------- | - | -
|Options                          |  | Weighted-AverageExerciseShares |  | Weighted-AverageRemainingContractualPrice |      | WeightedAverageRemainingContractualTerm |      | AggregateIntrinsicValue
|Outstanding at February 28, 2007 |  | 125,000                        |  | $                                         | 5.00 |                                         |      |                         |   |  
|Granted                          |  | 200,000                        |  |                                           | .10  |                                         |      |                         |   |  
|Exercised                        |  | -0-                            |  |                                           | -0-  |                                         |      |                         |   |  
|Forfeited or expired             |  | -0-                            |  |                                           | -0-  |                                         |      |                         |   |  
|                                 |  |                                |  |                                           |      |                                         |      |                         |   |  
|Outstanding at November 30, 2007 |  | 325,000                        |  | $                                         | 1.98 |                                         | 3.64 |                         | $ | 
|                                 |  |                                |  |                                           |      |                                         |      |                         |   |  
|Exercisable at November 30, 2007 |  | 325,000                        |  | $                                         | 1.98 |                                         | 3.64 |                         | $ | 
|                                 |  |                                |  |                                           |      |                                         |      |                         |   |  

The weighted-average grant-date fair value of options granted during the quarter ending November 30, 2007 was
$18,360. The total intrinsic value of options exercised during the quarter ended November 30, 2007 was $-0-.

12. INCOME TAXES

The Company has had no taxable income under Federal or State tax laws. A state minimum tax of $1,600 and $800 has been reported in the statement of operations for the
periods ending November 30, 2007 and 2006, respectively. The Company has loss carryforwards totaling $3,049,445 that may be offset against future federal income taxes. If not used, the carryforwards will expire between 2020 and 2027. Due to the
Company incurring large net operating losses, a valuation allowance has been provided to reduce the deferred tax assets from the net operating losses to zero. Therefore, there are no tax benefits recognized in the accompanying statement of
operations.



|13. | GOING CONCERN
|--- | -------------

As shown in the accompanying financial statements,
the Company incurred a net loss of $358,654 during the period ended November 30, 2007 and accumulated losses of $4,278,224 since opening for business in 2000. The Companys current liabilities exceed its current assets by $1,262,316 at
November 30, 2007.



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##### Table of Contents

These factors create an uncertainty as to the Companys ability to continue as a going concern. The ability of the Company to continue as a going
concern is dependent upon the success of raising additional capital through the issuance of common stock and the ability to generate sufficient operating revenue. The financial statements do not include any adjustments that might be necessary should
the Company be unable to continue as a going concern.

14. LITIGATION

The Company executed a Settlement Agreement dated November 16, 2007 with Savvior Technology Solutions pursuant to which the Company agreed to pay Savvior the amount of $40,250 on or before December 1, 2007
in full satisfaction of all disputed amounts claimed to be owed by Savvior and settlement of all outstanding matters between the parties. The Company made the final payment of $40,250 to Savvior on November 26, 2007. The Company had no
outstanding claims or litigation as of November 30, 2007.



|Item 2. | Managements Discussion and Analysis or Plan of Operation.
|------- | ----------------------------------------------------------

The following discussion and analysis of should be read in conjunction with its financial statements and the related notes. This discussion contains forward-looking statements based upon current expectations that involve risks and
uncertainties, such as its plans, objectives, expectations and intentions. Its actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements.

Results of Operations

The Company did not generate any revenues
during the nine month period ending November 30, 2007, and generated $5,000 in revenues during the nine month period ending November 30, 2006.

The Companys operating expenses for the three and nine month periods ending November 30, 2007 were $108,300 and $313,472, compared to operating expenses of $27,077 and $148,791 for the three and nine month periods ending
November 30, 2006.

The Company had a net loss of ($358,654) for the nine months ending November 30, 2007, compared to a net loss of ($187,683)
for the nine months ending November 30, 2006. The Company reported a cumulative net loss of ($4,278,224) from its inception on March 3, 2000 through November 30, 2007.

The Companys net cash used by operating activities changed from $124,270 for the nine months ending November 30, 2006 to $245,344 for the nine month period ending November 30, 2007.

During the quarter ending November 30, 2007, the Company paid $40,250 to Savvior Technology Solutions under the terms of the Settlement Agreement dated
November 16, 2007 in full settlement of the Companys litigation with Savvior.

Outstanding Debt Obligations

To date, the Company has funded its operations through the issuance of common stock in exchange for cash and services, as well as through unsecured notes payable to
stockholders and third parties. As of November 30, 2007, the Company has an aggregate outstanding balance of $954,755 principal debt and $265,078 of accrued interest, under the following obligations:

1. On August 30, 2000, the Company and George Mainas, a member of the Board of Directors of the Company, entered into an unsecured promissory note in the
principal amount of $340,000, bearing interest at 8%. As of November 30, 2007, the Company had an outstanding balance of $648,462 under the promissory note, including accrued interest. The promissory note is payable on demand.

2. On August 19, 2004, the Company entered into an unsecured line of credit with Mainas Development Corporation. The non-revolving line of credit has a maximum
draw-down of $250,000, bears interest of 9% annually, does not maintain an outstanding balance limitation, and is payable on demand. The outstanding balance on this account as of November 30, 2007 was $230,728 including accrued interest.
Mr. Mainas and Mainas Development Corporation made demand to the Company on March 31, 2005 for payment of all amounts due and owing by the Company under the unsecured promissory note and unsecured line of credit.



13



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##### Table of Contents

3. In May 2002 the Company entered into an unwritten, unsecured promissory obligation to Denis Shusterman, a stockholder,
in exchange for his payment of $16,715 in general and administrative expenses on behalf of the Company. This obligation is payable upon demand and bears no interest. As of November 30, 2007, the outstanding balance under this
obligation was $16,715. On May 18, 2007, the Company received a Writ of Garnishment from the U.S. Department of Justice related to a judgment due from Denis Shusterman to the United States. The Company expects the U.S. Department of Justice to
make demand for repayment of the amounts due and owing under the Companys obligation to Denis Shusterman.

4. As of May 2007, Mr. Bernsen,
the Companys CEO and a director, had loaned the Company $48,071. This loan bears interest at 6%. As of November 30, 2007, the balance due to Mr. Bernsen under this loan was $51,426, including accrued interest.

The Board of Directors of the Company has passed a corporate resolution providing that 50% of all future Company revenues, or debt or equity financing proceeds, will be
used to pay down the Companys obligations under these outstanding debt obligations.

Also, as of November 30, 2007, the Companys
wholly-owned subsidiary, DOD LLC, had an outstanding debt obligation to Jeanne Cooper in the amount of $105,002 including accrued interest; an outstanding debt obligation to Mr. Mainas and Mr. Bernsen in the amount of $22,500; and a
repayment obligation to the investors in the amount of $120,000 from any net profits which may be received from the film Donna on Demand. Jeanne Cooper is the mother of Mr. Bernsen.

On June 21, 2007, DOD LLC received a short-term $25,000 loan from an individual. The note is unsecured, bears no interest and is due on demand.

Anticipated Revenue

The Company has several projects that may
generate revenue during the current fiscal year, however, there can be no assurances that the Company will secure funding for such projects, or that such projects will result in any revenues.

Formation of Limited Liability Companies For Projects

In January
2007, the Company established DOD LLC, a California limited liability company, for the financing and production of the film Donna on Demand. The Company owns 100% of the membership interests in DOD LLC. The Company has contributed
production services to DOD LLC, but has not made any capital contributions in DOD LLC. DOD LLC entered into a Film Financing Agreement in February 2007 with certain third parties to provide for the contribution of $220,000 in capital necessary to
fund the production of the film. Mr. Bernsen, the Companys Chief Executive Officer and a Director, and Mr. Mainas, a Director of the Company, each contributed $12,000 towards the production of the film, and Mr. Bernsens
mother, Jeanne Cooper, contributed $24,000 towards the production of the film and loaned $100,000 to DOD LLC. Under the terms of the Film Financing Agreement, DOD LLC is to receive 45% of the distributions of any net profits from the film, with any
such net profits to be paid after the repayment of Ms. Coopers $100,000 debt with interest; the repayment of $120,000 to the investors; and the payment of up to $100,000 in back and front end deferrals.

In January 2007 the Company established 3 Day Test LLC, a California limited liability company, for the financing and production of the film 3 Day Test. 3
Day Test LLC has not entered into any agreements or raised any capital as of the date of this report. The Company has not made any capital contributions in 3 Day Test LLC.

In April 2007, the Company became a member of Dead Air LLC, a California limited liability company, which was established for the financing and production of the film Dead Air. The Company has contributed
production services to Dead Air LLC, but has not made any capital contributions in Dead Air LLC. Under the terms of the Dead Air LLC Operating Agreement, the Company is to receive 25% of the distributions of any net profits from the film, with any
such net profits to be paid after the repayment of the approximately $300,000 to the investors in Dead Air LLC. The percentage of net profits to the Company, and amount of investor repayment obligations of Dead Air LLC, may change if Dead Air LLC
raises additional capital.



14



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##### Table of Contents

The Company has not generated any revenues from these projects as of the date of this report, and there can be no
assurances the Company will generate any revenue.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the
United States of America. These principles require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We base our estimates
on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Estimated amounts may differ under different assumptions or conditions, and actual results could differ from the estimates. There
are many critical accounting policies discussed in the notes to our financial statements, including the following critical accounting policy that affects the judgments used in the preparation of our financial statements:

Revenue Recognition

Revenue is recognized by the Company on
the accrual basis of accounting when earned. The Companys primary business generates revenue from selling movie scripts, and developing and producing movies and television shows. Revenue is recognized in accordance with the provisions of
Statement of Position 00-2, Accounting by Producers or Distributors of Films. Revenue is recognized only after all of the following conditions are met: (i) Persuasive evidence of a sale or licensing arrangement with a customer exists;
(ii) The film is complete and, in accordance with the terms of the arrangement, has been delivered or is available for immediate and unconditional delivery; (iii) The license period of the arrangement has begun and the customer can begin
its exploitation, exhibition, or sale; (iv) The arrangement fee is fixed or determinable; and (v) Collection of the arrangement fee is reasonably assured.

Liquidity

At November 30, 2007 our total assets were $372,550, compared to $335,884 at February 28, 2007.
At November 30, 2007, our current assets totaled $17,402 and our current liabilities were $1,279,718, as compared to current assets of $12,808 and current liabilities of $1,379,788 at February 28, 2007. The amount of $272,502 of our
current liabilities at November 30, 2007 are attributable to the liabilities of our wholly-owned subsidiary, DOD LLC, which amount is owed by DOD LLC and not the Company. Our stockholders equity at November 30, 2007 was ($907,168),
compared to stockholders equity at February 28, 2007 of ($1,043,904).

As of November 30, 2007, the Company had a cash balance of $6,732.
Although the Company has substantially minimized its monthly operating expenses and Mr. Bernsen is not currently paid any salary, the Company will need to raise additional funds to satisfy the Companys total operating costs and continued
development of the Companys actual and potential revenue sources. The Company anticipates raising additional funds through debt, convertible debt, the sale of equity, or through advances and loans by the Companys officer and
directors as they have done in the past; provided, however, there can be no assurance as to whether, when, or upon what terms the Company will be able to consummate any financing or whether such individuals will continue to make such advances or
loans to the Company. The Company may also enter into joint ventures with third parties to fund specific television and film projects

Off-Balance Sheet
Arrangements

The Company does not have any off-balance sheet arrangements.



|Item 3. | Controls and Procedures.
|------- | ------------------------

Disclosure controls and procedures are
controls and other procedures that are designed to ensure that the information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange
Act) is 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 the reports that a company files or submits under the Exchange Act is accumulated and communicated to the Companys management, including its Principal Executive Officer and Principal Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.



15



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##### Table of Contents

We maintain disclosure controls and procedures designed to ensure that material information related to our Company is
recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

Under the supervision of our Chief Executive
Officer we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer concluded that as of
November 30, 2007 the design and operation of such disclosure controls and procedures were effective.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL
REPORTING

During the quarter ending November 30, 2007, we did not experience any changes to our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that has materially affected, or is likely to materially affect, our internal control over financial reporting.

LIMITATIONS ON DISCLOSURE CONTROLS AND PROCEDURES

Our management, including our Chief Executive Officer, does not
expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance
that the control systems objectives will be 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. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management
override of the controls. Because of the small size of our current operations, supervision of financial controls is concentrated in a few individuals and we have limited opportunity to segregate duties or implement checks and balances. The design of
any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

There are no legal proceedings to which the
Company is a party at this time. Further, its officers and directors know of no legal proceedings against the Company, or its property contemplated by any governmental authority.



|Item 2. | Unregistered Sales of Equity Securities.
|------- | ----------------------------------------

On November 16,
2007, the Company executed a (i) debt conversion agreement with an individual accredited investor for the conversion of $11,141 in Company debt into 111,410 shares of Company Common Stock for $.10 per share, (ii) debt conversion agreement
with an individual accredited investor for the conversion of $68,397 in Company debt into 683,970 shares of Company Common Stock for $.10 per share, and (iii) subscription and debt conversion agreement with George Mainas, a Company director and
principal shareholder and debt holder, for the sale of 500,000 shares of Company common stock for $.10 per share for an aggregate purchase price of $50,000, and the conversion of $104,493 in accrued and current Company expenses into 1,044,930 shares
of Company Common Stock for $.10 per share. These issuances of the Companys shares of common stock to the accredited investors was exempt from registration under the Securities Act of 1933, as amended (the Act), pursuant to
Section 4(2) thereof.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

As reported above, the Company is
in default under its August 30, 2000 unsecured promissory note in the principal amount of $340,000 with Mr. Mainas, and its August 2004 unsecured line of credit with Mainas



16



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##### Table of Contents

Development Corporation. Mr. Mainas and Mainas Development Corporation have demanded repayment of all amounts due and owing by the Company under the
unsecured promissory note and unsecured line of credit, and the Company has failed to make such payments. As of November 30, 2007, the outstanding balance, including accrued interest, under the unsecured promissory note was $648,462 and the
outstanding balance, including accrued interest, under the unsecured line of credit was $230,728.



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

None



|Item 5. | Other Information.
|------- | ------------------

None



|Item 6. | Exhibits and Reports on Form 8-K.
|------- | ---------------------------------



|(a) | Exhibits required by Item 601 of Regulation S-B
|--- | -----------------------------------------------



|            |  |                                                                                                                
|----------- |  | ---------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                    
|            | 
|21          |  | List of Subsidiaries                                                                                           
|            | 
|31.1        |  | CEO Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act                          
|            | 
|31.2        |  | CFO Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act                          
|            | 
|32          |  | Certification pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



|(b) | Reports on Form 8-K
|--- | -------------------

The Company filed a Form 8-K on November 16,
2007 regarding the sale of shares of its common stock and conversion of certain amounts of Company debt; the settlement of the Companys litigation with Savvior Technology Solutions; and the Companys adoption of the 2007 Equity Incentive
Plan.



17



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##### Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                       |  |  |  |                                       |  |                                                                                       
|---------------------- |  |  |  | ------------------------------------- |  | --------------------------------------------------------------------------------------
|                       |  |  |  | Public Media Works, Inc. (Registrant)
|                       |  | 
|Date: January 18, 2008 |  |  |  | /s/ Corbin Bernsen                   
|                       |  |  |  | By:                                   |  | Corbin Bernsen                                                                        
|                       |  |  |  | Title:                                |  | Chief Executive Officer (principal executive officer)                                 
|                       |  | 
|Date: January 18, 2008 |  |  |  | /s/ Mark Smith                       
|                       |  |  |  | By:                                   |  | Mark Smith                                                                            
|                       |  |  |  | Title:                                |  | Chief Financial Officer (principal financial officer
and principal accounting officer)



18