**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM10-QSB**

 
| **ý**                                                                                                                                                                                                                                  | **QUARTERLY REPORT UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------|
| **For the  quarterly period ended August 31, 2004**                                                                                                                                                                                    |
| ** **                                                                                                                                                                                                                                  | ** **                                                                                  |
| **o**                                                                                                                                                                                                                                       | **TRANSITION REPORT UNDER SECTION 13  OR 15(d) OF THE EXCHANGE ACT OF 1934**           |
| **For the  transition period from                    to                  ** |

 

**0-29901**

**(CommissionFile No.)**

 

**PUBLICMEDIA WORKS, INC****.**

(Exact name ofregistrant as specified in its charter)

 
| **Delaware**                                              | ** ** | **98-0220849**                           |
|-----------------------------------------------------------|------------|------------------------------------------|
| (State or jurisdiction  or incorporation or organization) |       | (I.R.S. Employer  Identification Number) |

 

**14759Oxnard Street**

**Van Nuys,California 91411**

(Address andtelephone number of principal executive offices)

 

**818-904-9029**

(Issuer’stelephone number)

 

Check whether the issuer(1) filed all reports required to be filed Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period for whichthe registrant was required to file reports), and (2) has been subject to suchfiling requirements for the past 90 days. ý Yes  o No

 

State the number ofshares outstanding of each of the issuer’s classes of common equity, as of thelatest practicable date:  25,512,500shares of common stock issued and outstanding as of October 1, 2004.

 

Transitional SmallBusiness Disclosure Format (Check one): Yes o  No ý

 

 

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**PARTI**

 

**Item 1. Financial Statements.**

 

PUBLIC MEDIAWORKS, INC. AND SUBSIDIARY

(A DevelopmentStage Company)

(Formerly BurnamManagement, Inc.)

 

CONSOLIDATEDFINANCIAL STATEMENTS

 

FOR THE SIX MONTHSENDED AUGUST 31, 2004

 

 

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PUBLIC MEDIAWORKS, INC. AND SUBSIDIARY

(A DevelopmentStage Company)

(Formerly BurnamManagement, Inc.)

 

TABLE OF CONTENTS

 
|                                        |   |
|---------------------------------------------|--------|
| Financial Statements:                       |   |
|                                        |   |
| Consolidated Balance Sheets                 |   |
|                                        |   |
| Consolidated  Statements of Operations      |   |
|                                        |   |
| Consolidated  Statements of Cash Flows      |   |
|                                        |   |
| Notes to  Consolidated Financial Statements |   |

 

1

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PUBLIC MEDIAWORKS, INC. AND SUBSIDIARY

(A DevelopmentStage Company)

(Formerly BurnamManagement, Inc.)

 

CONSOLIDATED BALANCESHEETS

 
| ** **                                                                                                       | ** ** | **August 31,  2004** | ** ** | **February 29,  2004** | ** ** |
|------------------------------------------------------------------------------------------------------------------|------------|---------------------------|------------|-----------------------------|------------|
| Assets                                                                                                           | ** ** | ** **                | ** ** | ** **                  | ** ** |
| Current  Assets:                                                                                                 |       |                      |       |                        |       |
| Cash                                                                                                             |       | $                         | 34,589     |                        | $          | 12,200 |   |
| Note  receivable, related party                                                                                  |       | 125,000                   |       | 125,000                     |       |
| Prepaid  expenses                                                                                                |       | 424                       |       | 1,154                       |       |
| Interest  receivable                                                                                             |       | 3,486                     |       | 986                         |       |
| Stock  subscriptions receivable                                                                                  |       | —                    |       | 155,000                     |       |
| Receivable,  officers and directors                                                                              |       | —                    |       | 65,000                      |       |
|                                                                                                             |       |                      |       |                        |       |
| Total  current assets                                                                                            |       | 163,499                   |       | 359,340                     |       |
|                                                                                                             |       |                      |       |                        |       |
| Property  and Equipment:                                                                                         |       |                      |       |                        |       |
| Furniture  and leasehold improvements                                                                            |       | 20,649                    |       | 20,649                      |       |
| Computers  and office equipment                                                                                  |       | 54,836                    |       | 54,443                      |       |
|                                                                                                             |       | 75,485                    |       | 75,092                      |       |
| Less:  accumulated depreciation                                                                                  |       | 44,846                    |       | 38,846                      |       |
|                                                                                                             |       | 30,639                    |       | 36,246                      |       |
| Other  Assets:                                                                                                   |       |                      |       |                        |       |
| Film  development costs                                                                                          |       | 8,000                     |       | 5,500                       |       |
|                                                                                                             |       |                      |       |                        |       |
| Total  Assets                                                                                                    |       | $                         | 202,138    |                        | $          | 401,086 |   |
|                                                                                                             |       |                      |       |                        |       |
| Liabilities  and Stockholders’ Equity                                                                       |       |                      |       |                        |       |
|                                                                                                             |       |                      |       |                        |       |
| Current  Liabilities:                                                                                            |       |                      |       |                        |       |
| Accounts  payable and accrued expenses                                                                           |       | $                         | 83,786     |                        | $          | 65,719 |   |
| Accrued  interest                                                                                                |       | 3,267                     |       | —                      |       |
| Accrued  interest, stockholders                                                                                  |       | 108,899                   |       | 95,299                      |       |
| Notes  payable, stockholders                                                                                     |       | 427,176                   |       | 427,176                     |       |
| Notes  payable                                                                                                   |       | 325,000                   |       | —                      |       |
|                                                                                                             |       |                      |       |                        |       |
| Total  current liabilities                                                                                       |       | 948,128                   |       | 588,194                     |       |
|                                                                                                             |       |                      |       |                        |       |
| Stockholders’  Equity:                                                                                      |       |                      |       |                        |       |
| Common  stock, $.0001 par value 100,000,000 shares authorized, 25,512,500 and  25,512,500 issued and outstanding |       | 2,551                     |       | 2,551                       |       |
| Additional  paid-in capital                                                                                      |       | 1,654,854                 |       | 1,654,854                   |       |
| Deficit  accumulated during the development stage                                                                |       | (2,403,395                | )          | (1,844,513                  | )          |
|                                                                                                             |       |                      |       |                        |       |
| Total  Stockholders’ Equity                                                                                 |       | (745,990                  | )          | (187,108                    | )          |
|                                                                                                             |       |                      |       |                        |       |
| Total  Liabilities and Stockholders’ Equity                                                                 |       | $                         | 202,138    |                        | $          | 401,086 |   |
|                                                                                                                  |            |                           |            |                             |            |  |  |  |

 

The accompanyingnotes are an integralpart of the financial statements.

 

2

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PUBLIC MEDIAWORKS, INC. AND SUBSIDIARY

(A DevelopmentStage Company)

(Formerly BurnamManagement, Inc.)

 

CONSOLIDATED STATEMENTSOF OPERATIONS

 
| ** **                    | ** ** | **For the  Three Months  Ended  August 31,  2004** | ** ** | **For the  Three Months  Ended  August 31,  2003** | ** ** |
|-------------------------------|------------|---------------------------------------------------------|------------|---------------------------------------------------------|------------|
|                          |       |                                                    |       |                                                    |       |
| Revenues                      |       | $                                                       | 20,000     |                                                    | $          | — |   |
|                          |       |                                                    |       |                                                    |       |
| Operating  Expenses:          |       |                                                    |       |                                                    |       |
| Advertising  and promotion    |       | 12,711                                                  |       | —                                                  |       |
| Auto  expenses                |       | 12,143                                                  |       | 27,420                                                  |       |
| Health  insurance             |       | 4,059                                                   |       | —                                                  |       |
| Professional  fees            |       | 38,390                                                  |       | 6,653                                                   |       |
| Investor  relations           |       | 20,000                                                  |       | —                                                  |       |
| Listing  fees                 |       | 5,500                                                   |       | —                                                  |       |
| Office  expenses              |       | 2,166                                                   |       | 4,219                                                   |       |
| Rent                          |       | 2,700                                                   |       | 4,500                                                   |       |
| Salaries                      |       | 117,715                                                 |       | 107,500                                                 |       |
| Payroll  taxes                |       | 9,540                                                   |       | 6,693                                                   |       |
| Telephone  and utilities      |       | 4,627                                                   |       | 3,085                                                   |       |
| Consulting  costs             |       | 3,743                                                   |       | 15,900                                                  |       |
| Web  site development costs   |       | 4,685                                                   |       | 5,330                                                   |       |
| Depreciation                  |       | 3,000                                                   |       | 4,685                                                   |       |
| Travel  and entertainment     |       | 60,400                                                  |       | 38,037                                                  |       |
| Other                         |       | 7,470                                                   |       | 4,390                                                   |       |
|                          |       |                                                    |       |                                                    |       |
| Total  operating expenses     |       | 308,849                                                 |       | 228,412                                                 |       |
|                          |       |                                                    |       |                                                    |       |
| Operating  loss               |       | (288,849                                                | )          | (228,412                                                | )          |
|                          |       |                                                    |       |                                                    |       |
| Other  income (expense):      |       |                                                    |       |                                                    |       |
| Interest  income              |       | 1,250                                                   |       | —                                                  |       |
| Interest  expense             |       | (10,067                                                 | )          | (11,333                                                 | )          |
|                          |       |                                                    |       |                                                    |       |
| Total  other income (expense) |       | (8,817                                                  | )          | (11,333                                                 | )          |
|                          |       |                                                    |       |                                                    |       |
| Loss  before income taxes     |       | (297,666                                                | )          | (239,745                                                | )          |
|                          |       |                                                    |       |                                                    |       |
| Provision  for income taxes   |       | —                                                  |       | —                                                  |       |
|                          |       |                                                    |       |                                                    |       |
| Net  loss                     |       | $                                                       | (297,666   | )                                                       | $          | (239,745 | ) |
|                          |       |                                                    |       |                                                    |       |
| Net  loss per share           |       | $                                                       | (.01       | )                                                       | $          | (.05 | ) |
|                               |            |                                                         |            |                                                         |            |  |  |  |  |

 

The accompanyingnotes are an integral partof the financial statements.

 

3

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PUBLIC MEDIA WORKS,INC. AND SUBSIDIARY

(A DevelopmentStage Company)

(Formerly BurnamManagement, Inc.)

 

CONSOLIDATEDSTATEMENTS OF OPERATIONS

 
| ** **                        | ** ** | **For the  Six Months  Ended**

**August 31,  2004** | ** ** | **For the  Six Months  Ended  August 31,  2003** | ** ** | **For the Period  March 3, 2000  (Inception)  Through  August 31,  2004** | ** ** |
|-----------------------------------|------------|-----------------------------------------------------------|------------|-------------------------------------------------------|------------|-------------------------------------------------------------------------------------|------------|
| Revenues                          |       | $                                                         | 70,000     |                                                  | $          | —                                                                              |       | $ | 70,000 |   |
|                              |       |                                                      |       |                                                  |       |                                                                                |       |
| Operating  Expenses:              |       |                                                      |       |                                                  |       |                                                                                |       |
| Advertising  and promotion        |       | 16,005                                                    |       | 217                                                   |       | 33,160                                                                              |       |
| Auto  expenses                    |       | 18,193                                                    |       | 27,420                                                |       | 57,190                                                                              |       |
| Insurance                         |       | 4,059                                                     |       | —                                                |       | 14,620                                                                              |       |
| Professional  fees                |       | 80,336                                                    |       | 15,936                                                |       | 150,559                                                                             |       |
| Investor  relations               |       | 20,000                                                    |       | —                                                |       | 20,000                                                                              |       |
| Listing  fees                     |       | 5,500                                                     |       | —                                                |       | 5,500                                                                               |       |
| Office  expenses                  |       | 4,769                                                     |       | 6,347                                                 |       | 74,625                                                                              |       |
| Rent                              |       | 5,654                                                     |       | 7,200                                                 |       | 34,024                                                                              |       |
| Salaries                          |       | 287,727                                                   |       | 182,500                                               |       | 1,013,206                                                                           |       |
| Payroll  taxes                    |       | 23,652                                                    |       | 13,334                                                |       | 52,757                                                                              |       |
| Telephone  and utilities          |       | 8,792                                                     |       | 3,197                                                 |       | 35,461                                                                              |       |
| Consulting  costs                 |       | 22,443                                                    |       | 22,400                                                |       | 228,927                                                                             |       |
| Web  site development costs       |       | 4,685                                                     |       | 5,330                                                 |       | 241,429                                                                             |       |
| Depreciation                      |       | 6,000                                                     |       | 7,685                                                 |       | 48,510                                                                              |       |
| Travel  and entertainment         |       | 92,485                                                    |       | 44,046                                                |       | 269,636                                                                             |       |
| Other                             |       | 12,515                                                    |       | 6,528                                                 |       | 71,280                                                                              |       |
|                              |       |                                                      |       |                                                  |       |                                                                                |       |
| Total  operating expenses         |       | 612,815                                                   |       | 342,140                                               |       | 2,350,884                                                                           |       |
|                              |       |                                                      |       |                                                  |       |                                                                                |       |
| Operating  loss                   |       | (542,815                                                  | )          | (342,140                                              | )          | (2,280,884                                                                          | )          |
|                              |       |                                                      |       |                                                  |       |                                                                                |       |
| Other  income (expense):          |       |                                                      |       |                                                  |       |                                                                                |       |
| Loss  on disposal of fixed assets |       | —                                                    |       | —                                                |       | (6,901                                                                              | )          |
| Interest  income                  |       | 2,500                                                     |       | —                                                |       | 4,135                                                                               |       |
| Interest  expense                 |       | (16,867                                                   | )          | (18,133                                               | )          | (114,045                                                                            | )          |
|                              |       |                                                      |       |                                                  |       |                                                                                |       |
| Total  other income (expense)     |       | (14,367                                                   | )          | (18,133                                               | )          | (116,811                                                                            | )          |
|                              |       |                                                      |       |                                                  |       |                                                                                |       |
| Loss  before income taxes         |       | (557,182                                                  | )          | (360,273                                              | )          | (2,397,695                                                                          | )          |
|                              |       |                                                      |       |                                                  |       |                                                                                |       |
| Provision  for income taxes       |       | 1,700                                                     |       | 800                                                   |       | 5,700                                                                               |       |
|                              |       |                                                      |       |                                                  |       |                                                                                |       |
| Net  loss                         |       | $                                                         | (558,882   | )                                                     | $          | (361,073                                                                            | )          | $ | (2,403,395 | ) |
|                              |       |                                                      |       |                                                  |       |                                                                                |       |
| Net  loss per share               |       | $                                                         | (.02       | )                                                     | $          | (.07                                                                                | )          | $ | (.25 | ) |
|                                   |            |                                                           |            |                                                       |            |                                                                                     |            |  |  |  |  |  |  |

 

 

The accompanyingnotes are an integralpart of the financial statements.

 

4

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PUBLIC MEDIAWORKS, INC. AND SUBSIDIARY

(A DevelopmentStage Company)

(Formerly BurnamManagement, Inc.)

 

CONSOLIDATED STATEMENTSOF CASH FLOWS

 
| ** **                                                                   | ** ** | **For the  Six Months   Ended  August 31,   2004** | ** ** | **For the  Six Months  Ended  August 31,  2003** | ** ** | **For the Period  March 3, 2000  (Inception)  Through  August 31,  2004** | ** ** |
|------------------------------------------------------------------------------|------------|---------------------------------------------------------|------------|-------------------------------------------------------|------------|-------------------------------------------------------------------------------------|------------|
| Cash  flows from operating activities:                                       |       |                                                    |       |                                                  |       |                                                                                |       |
| Net  loss                                                                    |       | $                                                       | (558,882   | )                                                     | $          | (361,073                                                                            | )          | $ | (2,403,395 | ) |
|                                                                         |       |                                                    |       |                                                  |       |                                                                                |       |
| Adjustments  to reconcile net loss to cash provided by operating activities: |       |                                                    |       |                                                  |       |                                                                                |       |
| Expenses  paid directly by related party creditors                           |       | —                                                  |       | —                                                |       | 84,040                                                                              |       |
| Loss  on disposal of fixed assets                                            |       | —                                                  |       | —                                                |       | 6,901                                                                               |       |
| Depreciation                                                                 |       | 6,000                                                   |       | 7,685                                                 |       | 48,510                                                                              |       |
| Contributions  from stockholders                                             |       | —                                                  |       | 9,793                                                 |       | 55,515                                                                              |       |
| Common  stock issued for services                                            |       | —                                                  |       | —                                                |       | 318,000                                                                             |       |
| Decrease  in shareholder receivable                                          |       | 65,000                                                  |       | —                                                |       | —                                                                              |       |
| Increase  in prepaid expenses and interest receivable                        |       | (1,770                                                  | )          | (2,606                                                | )          | (3,910                                                                              | )          |
| Increase  in accounts payable and accrued expenses                           |       | 34,934                                                  |       | 27,683                                                |       | 195,952                                                                             |       |
|                                                                         |       |                                                    |       |                                                  |       |                                                                                |       |
| Net  cash used by operating activities:                                      |       | (454,718                                                | )          | (318,518                                              | )          | (1,698,387                                                                          | )          |
|                                                                         |       |                                                    |       |                                                  |       |                                                                                |       |
| Cash  flows from investing activities:                                       |       |                                                    |       |                                                  |       |                                                                                |       |
| Cash  loaned to related party                                                |       | —                                                  |       | —                                                |       | (125,000                                                                            | )          |
| Purchase  of property and equipment                                          |       | (393                                                    | )          | (3,177                                                | )          | (86,051                                                                             | )          |
| Film  development costs capitalized                                          |       | (2,500                                                  | )          | —                                                |       | (8,000                                                                              | )          |
|                                                                         |       |                                                    |       |                                                  |       |                                                                                |       |
| Net  cash used by investing activities                                       |       | $                                                       | (2,893     | )                                                     | $          | (3,177                                                                              | )          | $ | (219,051 | ) |
|                                                                              |            |                                                         |            |                                                       |            |                                                                                     |            |  |  |  |  |

 

The accompanyingnotes are an integralpart of the financial statements.

 

5

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PUBLIC MEDIAWORKS, INC. AND SUBSIDIARY

(A DevelopmentStage Company)

(Formerly BurnamManagement, Inc.)

 

CONSOLIDATEDSTATEMENTS OF CASH FLOWS

 
| ** **                                 | ** ** | **For the  Six Months  Ended  August 31,  2004** | ** ** | **For the  Six Months  Ended  August 31,  2003** | ** ** | **For the Period  March 3, 2000  (Inception)  Through  August 31,  2004** | ** ** |
|--------------------------------------------|------------|-------------------------------------------------------|------------|-------------------------------------------------------|------------|-------------------------------------------------------------------------------------|------------|
| Cash  flows from financing activities:     |       |                                                  |       |                                                  |       |                                                                                |       |
| Issuance  of common stock                  |       | $                                                     | 155,000    |                                                  | $          | 482,000                                                                             |       | $ | 1,166,500 |   |
| Cash  contributed by stockholders          |       | —                                                |       | 5,206                                                 |       | 117,390                                                                             |       |
| Proceeds  from related party borrowings    |       | —                                                |       | —                                                |       | 393,137                                                                             |       |
| Proceeds  from short-term borrowings       |       | 325,000                                               |       | —                                                |       | 325,000                                                                             |       |
| Repayment  of related party borrowings     |       | —                                                |       | (32,676                                               | )          | (50,000                                                                             | )          |
|                                       |       |                                                  |       |                                                  |       |                                                                                |       |
| Net  cash provided by financing activities |       | 480,000                                               |       | 454,530                                               |       | 1,952,027                                                                           |       |
|                                       |       |                                                  |       |                                                  |       |                                                                                |       |
| Net  increase (decrease) in cash           |       | 22,389                                                |       | 132,835                                               |       | 34,589                                                                              |       |
|                                       |       |                                                  |       |                                                  |       |                                                                                |       |
| Cash,  beginning of period                 |       | 12,200                                                |       | —                                                |       | —                                                                              |       |
|                                       |       |                                                  |       |                                                  |       |                                                                                |       |
| Cash,  end of period                       |       | $                                                     | 34,589     |                                                  | $          | 132,835                                                                             |       | $ | 34,589 |   |
|                                       |       |                                                  |       |                                                  |       |                                                                                |       |
| Interest  paid                             |       | $                                                     | —     |                                                  | $          | —                                                                              |       | $ | 1,879 |   |
|                                       |       |                                                  |       |                                                  |       |                                                                                |       |
| Income  taxes paid                         |       | $                                                     | 4,100      |                                                  | $          | —                                                                              |       | $ | 5,700 |   |
|                                            |            |                                                       |            |                                                       |            |                                                                                     |            |  |  |  |  |  |  |  |

 

The accompanyingnotes are an integralpart of the financial statements.

 

6

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PUBLIC MEDIAWORKS, INC. AND SUBSIDIARY

(A DevelopmentStage Company)

(Formerly BurnamManagement, Inc.)

 

NOTES TOCONSOLIDATED FINANCIAL STATEMENTS

 

1.                                       Summary of Business and SignificantAccounting Policies

 

a.                                       Summaryof Business

 

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 andentertainment industry. The Company plans to utilize the concept of interactivemarketing. Interactive marketing is a new method to market, promote and producefilms. The new marketing method will presell product placement in films to helpfund production costs in the initial stages. The share exchange agreement isessentially a reverse merger with Public Media Works, Inc., the survivingcompany. The Company=s name has been changed to Public Media Works, Inc.

 

The Company has notcommenced principal operations and is considered a ‘‘Development Stage Company”as defined by the Financial Accounting Standards Board Statement No. 7.

 

b.                                      Principlesof Consolidation

 

The consolidatedfinancial statements contain the accounts of the company and its wholly-ownedsubsidiary. All significant intercompany balances and transactions have beeneliminated.

 

c.                                       CashFlows

 

For purposes of thestatement of cash flows, the company considers all highly liquid investmentspurchased with a maturity of three months or less to be cash or cashequivalents.

 

d.                                      Propertyand Equipment

 

Property and equipmentare stated at cost less accumulated depreciation. Depreciation is providedusing straight-line methods based on estimated useful lives of five to sevenyears.

 

e.                                       RevenueRecognition

 

Revenue is recognized onthe accrual basis of accounting when earned. The Company’s primary businessgenerates revenue from selling movie scripts and producing movies andtelevision shows. Revenue is recognized in accordance with the provisions ofStatement of Position 00-2, Accounting by Producers or Distributors of Films.

 

7

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f.                                         NetLoss Per Share

 

The net loss per sharecalculation is based on the weighted average number of shares outstandingduring the period.

 

g.                                      Useof Estimates

 

The preparation of financialstatements in conformity with generally accepted accounting principles requiresmanagement to make estimates and assumptions that affect certain reportedamounts and disclosures. Accordingly, actual results could differ from thoseestimates.

 

2.                                       Note Receivable, Related Party

 

On December 19,2003, the Company loaned $125,000 to Old Tucson Corporation, a company owned bya stockholder of Public Media Works, Inc. The note receivable matures onJune 20, 2004 and bears interest at 4%. The Company is currently in theprocess of negotiating an extention of the note. The note is secured by thestockholder's stock in Public Media Works, Inc. Interest income related to thenote was $2,500 and $986 for the six months ended August 31, 2004 and yearended February 29, 2004, respectively.

 

3.                                       Film Development Costs

 

At August 31, 2004and February 29, 2004, the Company has capitalized $8,000 and $5,500,respectively, for the purchase of two original screenplays. The Company intendsto develop the screenplays into feature films within the next three years.

 

4.                                       Notes Payable, Stockholders

 

The Company has notespayable with two stockholders. The balance at August 31, 2004 andFebruary 29, 2004 was $427,176. The notes are unsecured and due on demand.Interest is being charged at 8% on $340,000. The remaining amount isnon-interest bearing.

 

5.                                       NotesPayable

 

At August 31, 2004,the Company has notes payable with two individuals totaling $325,000. The notesare unsecured and interest is being charged at 6%. One note for $225,000 is dueJune 1, 2005 and the other note for $100,000 is due February 15,2005.

 

8

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# ** **

6.                                       Lineof Credit

 

On August 18, 2004,the Company obtained a $250,000 unsecured line of credit with Mainas DevelopmentCorporation (a company owned by a shareholder of Public Media Works, Inc.) tobe drawn down upon as needed, with an interest rate of 9%. The line of creditexpires on August 17, 2005. At August 31, 2004, no amount has beenused from the line of credit.

 

7.                                       Issuance of Common Stock

 

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

 

On March 3, 2000,5,000,000 shares of common stock were issued for services rendered with anaggregate consideration of $210.

 

On August 30, 2003,20,000,000 shares of common stock were issued in a share exchange agreementwith a private company, Public Media Works, Inc. (PMW). PMW is a wholly-ownedsubsidiary of the Company and is considered the survivor. Burnam Management, Inc.has no assets, liabilities or operations at the time of the merger; therefore,a pro forma statement of operations is not provided.

 

In September 2003through February 2004, the Company issued 512,500 shares of its commonstock at $.40 per share for a total amount of $205,000.

 

8.                                       Stock Options and Warrants

 

No options or warrantsare outstanding to acquire the Company=s common stock.

 

9.                                       Income Taxes

 

The Company has had notaxable income under Federal or State tax laws. A state minimum tax of $1,700and $800 has been reported in the statement of operations for the periods endedAugust 31, 2004 and 2003, respectively. The Company has loss carryforwardstotaling $634,117 that may be offset against future federal income taxes. Ifnot used, the carryforwards will expire between 2020 and 2022. Due to theCompany being in the development stage and incurring net operating losses, avaluation allowance has been provided to reduce the deferred tax assets fromthe net operating losses to zero. Therefore, there are no tax benefitsrecognized in the accompanying statement of operations.

 

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10.                                 Operating Deficits

 

As shown in theaccompanying financial statements, the Company incurred a net loss of $558,882during the six months ended August 31, 2004 and accumulated losses of$2,403,395 since opening for business in 2000. The Company=s currentliabilities exceed its current assets by $784,629 at August 31, 2004.These factors create an uncertainty as to the Company=s ability to continue asa going concern. The ability of the Company to continue as a going concern isdependent upon the success of raising additional capital through the issuanceof common stock and the ability to generate operating revenue. The financialstatements do not include any adjustments that might be necessary should theCompany be unable to continue as a going concern.

 

** **

 

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**Item 2. Management’s Discussionand Plan of Operation.**

 

*Thefollowing discussion and analysis of the Company’s plan of operation should beread in conjunction with its financial statements and the related notes.  This discussion contains forward-lookingstatements based upon current expectations that involve risks anduncertainties, such as the Company’s plans, objectives, expectations andintentions. The Company’s actual results and the timing of certain events coulddiffer materially from those anticipated in these forward-looking statements asa result of certain factors, including those set forth herein.*

 

***Plan ofOperation***

 

Public Media Works, Inc.was a privately-held company until August 30, 2003.  In order to maintain clarity, references toPublic Media Works prior to the reverse merger effected August 30, 2003will be indicated as “PMW.”  Referencesto “Public Media Works, Inc.,” “Public Media,” “the Company,” etc. collectivelyrefer to the Company immediately following the merger and currently.

 

Costs and Expenses

 

From PMW’s inception onMay 15, 2000 through the end of the fiscal quarter ended August 31, 2004,the Company has funded the development of its products, including thedevelopment of its virtual studio and main website, through the issuance ofcommon stock in exchange for cash and services, as well as through unsecured notespayable to stockholders.  As ofOctober 1, 2004, the Company had 25,512,500 shares of common stock issuedand outstanding, 15,000,000 shares of which were issued in exchange forservices by the Company’s management team. The Company also entered into an unsecured promissory note with GeorgeMainas, a shareholder, on August 30, 2000 for $340,000, bearing interestat 8% and is payable on demand.  As ofOctober 1, 2004, the Company had an outstanding balance of $451,166,including accrued interest.  The proceedsof this note were used for general working capital.  Mr. Mainas has also agreed to pay various,unclassified business expenses from time to time on behalf of the Company, forwhich the Company agreed to reimburse him as soon as practicable. On December 31,2003, the Company memorialized this agreement, including terms indicating thatany expenses so paid would bear no interest, and would be payable on demand toMr. Mainas.  The outstanding balance asof October 1, 2004 was $70,460.  TheCompany has also entered into a third unwritten, unsecured promissory note withDenis Schusterman, a shareholder, in May 2002 in exchange for payment ofapproximately $16,000 in general and administrative expenses.  This note is payable upon demand and bears nointerest.  As of October 1, 2004,the outstanding balance was $16,715.

 

On June 1, 2004, theCompany entered into a note for $225,000, bearing interest at 6%, and payableon demand.  The lender was Mike Wittlin,an employee, and the proceeds of this note were used for general workingcapital.  As of October 1, 2004, theoutstanding balance was $229,195, including accrued interest.

 

On August 15, 2004,the Company entered into a promissory note with Mr. F. James McCarl, an

 

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unaffiliated thirdparty.  The principal balance of thisnote was $100,000, bearing interest at 6%, and maturing on February 15,2005.  The proceeds of this note wereused for general working capital.

 

The Company had a netloss of $558,882 for the fiscal period ended August 31, 2004, and fromMarch 3, 2000 (inception of Burnam) through August 31, 2004, theCompany reported a cumulative net loss of $2,403,395.

 

The development of theCompany’s main website virtual studio was conducted in conjunction with twocompanies: New Media Dimensions, Inc. and MMT Solutions.  On August 25, 2000, the Company enteredinto an agreement with MMT Solutions to begin the basic development of thevirtual studio based upon the Company’s internally developed architecture, inexchange for two payments of $115,000, the first of which was made onSeptember 6, 2000.  The developmentwas not completed according to the terms of the Company’s agreement, and theCompany terminated the agreement in November 2000, with no further paymentto MMT.  The Company executed a letter oftermination and release on June 2, 2003, and no further claims orobligations exist on the part of either party. On August 8, 2003, the Company entered into an agreement with NewMedia Dimensions to complete the development of the Company’s virtual studioand the Company’s main website, and to act as host and server for the Company’svirtual studio and website.  Thedevelopment of the virtual studio and main website, as well as softwaredevelopment, was completed January 1, 2004, for which New Media Dimensionsreceived $70,000.  New Media Dimensionsalso received an additional $7,732 for the purchase of two Pentium-based serverhosts and hardware.

 

The Company maintains anongoing, month-to-month agreement with New Media Dimensions to maintain theCompany’s virtual studio and main website and to act as host and server to theCompany’s sites.  The terms of theseongoing services are described in the Company’s agreement dated August 8,2003.  The Company pays $150 per monthfor New Media to serve as host, and an additional fee for enhancements,modifications and further development as needed.  These additional costs may range from $0 to$5,000 per month, depending on the Company’s requirements for each period.  This agreement may be terminated by eitherparty upon receipt of 15 days’ notice.

 

On September 22,2003, the Company entered into an agreement with Charles Sherman PublicRelations to engage and manage public relations and the Company’s publicityneeds. The Company has retained this firm on a monthly basis, for a fee of$2,000 per month.  This agreement may beterminated by either party upon 30-day notice.

 

The Company’s generalmonthly expenses are approximately $109,000. These expenses include the following: (1) rental and maintenance for its offices, which are approximately$4,000 per month, and (2) operating expenses which are approximately $105,000in the aggregate, and include: salaries and travel reimbursement, approximately$10,000 per month for the continued maintenance and development its website andvirtual studio, as well as the costs of its current offering.  The Company notes that its previousexpenditures also included the one-time expense of $115,000 representing itsinitial web development costs.  TheCompany continues to expense its web development costs, which are $241,429 inthe aggregate as of August 31, 2004, including the initial costs.  The Company believes this estimation isappropriate on a going-forward basis.

 

Revenue

 

The following projectsare in progress, and expect to be the Company’s primary sources of revenue ofthe

 

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next twelve months.  To the extent that the Company has estimatedbudgeting and production dates, the timing and amounts indicated may be subjectto change.

 

On February 27, 2004the Company entered into an agreement with Behind the Hedge Productions, Inc.,an unaffiliated production company, to develop a budgeted script and treatmentfor a feature-length film in exchange for $50,000. $25,000 of this fee wasreceived on March 1, 2004, as an advance payment for the Company’s scriptdevelopment.  The budgeted script andtreatment to Behind the Hedge Productions was accepted on May 24, 2004, and theremaining $25,000 was received on that same date.  The script was developed internally, withoutadditional fee to an independent screenwriter. As the Company prepared this script development under contract, theCompany currently does not have any ownership position in the script or in anyrevenue generated by the produced film. The Company originally anticipated entering into a production agreementwith Over the Hedge by August 30, 2004, with filming to be completed onlocation in Palm Beach, Florida. However, due to the adverse weather conditions in South Florida for thepast several months, the Company was unable to begin production on thisfilm.  The social season for theCompany’s proposed filming area begins on November 15, and no productionpermits will be granted until its close on March 31, 2005.  Accordingly, the Company does not anticipatebeginning production on this film until the first quarter of 2005, and theCompany has revised its production schedule to begin work on “Carpool Guy”rather than “Over the Hedge,” as described herein.  The Company expects the terms of thisagreement to have a budget of approximately $450,000, and will grant PublicMedia some degree of equity ownership in exchange for a reduction of theCompany’s production fee.  If the Companyenters into this agreement, the Company intends to use an outsourced productionstudio, and anticipates realizing revenue from the Company’s producers’ feeupon commencing production.  If theCompany gains some level of equity ownership in the project, the Company wouldrealize any additional revenue in an amount and at a time which will be subjectto any distribution agreement in effect with respect to this film.  The Company does not require any additionalfinancing with respect to this project, as the Company does not owe anyadditional funds to complete the script development, and any costs paid withrespect to the production of the film will be financed by Behind the HedgeProductions.

 

On September 11,2003, the Company retained a screenwriter for $4,000 to draft the script for“Carpool Guy,” and received a completed first draft in February 2004.  Due to location conditions associated withthe Company’s “Over the Hedge” production, on October 1, 2004, the Companydetermined that it would be beneficial to replace “Over the Hedge” with“Carpool Guy” on the Company’s production schedule.  Accordingly, on October 6, 2004, theCompany completed the Company’s proposed budget and shootingschedule based upon a total budget of $300,000, and is currently seekingfinancing partners and financing structures for this film.  The Company has not entered into anyagreements as of the date of this filing. The Company intends to begin pre-production of “Carpool Guy,” including development and casting,in the third quarter of 2004, and has scheduled production for the firstquarter of 2005.

 

On October 10, 2003,the Company entered into a co-production agreement with Stone-StanleyProductions to develop and sell the television production “The Ultimate18.”  The Company and Stone-Stanley havebeen approaching actors, golf celebrities and sponsors for involvement in theshow, according to the terms of the Company’s option agreement withStone-Stanley.  As creators of the show,the Company owns 100% of the concept for this show.  However, in order to develop and produce thisshow, the Company granted 100% of its ownership to Stone-Stanley for a periodof six months, which expired in April 2004 and was extended untilNovember 2004. Should Stone-Stanley execute a production agreement with anetwork to produce and broadcast the show before the ownership grant expires,the Company will receive 50% ownership of the revenue generated by the producedand broadcast show.  Messrs. Szabo,Bernsen and Edwardes will be executive producers for “The Ultimate 18,”although none

 

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will receive additionalcompensation for this work.  Over thesummer of 2004, the partnership of Stone-Stanley Productions was amicablydissolved.  The Company’s production iscurrently being delayed until all affairs of the partnership are settled.  The Company anticipates that the Company willform a new production agreement with identical terms with one of the formerprincipals of Stone-Stanley, currently unidentified, although the Company hasno agreements at the time of filing. Once such an agreement is completed, the Company anticipates completingcasting and beginning production shortly thereafter, at which point the Companywill receive 50% of the revenue paid by the purchasing network, with theCompany’s production partner receiving the other 50%.  As television networks are billed in advanceof production, the Company does not anticipate additional financing requirementsfor this project.  Once the Company entersinto an agreement with a network, the Company estimates that production willconclude approximately 90 days following the date of such agreement.

 

The Company has completedthe script and has attached the actors under formal letters of intent for thefilm “3 Day Test.”  The Companyanticipates entering pre-production for the Company’s film “3 Day Test” in thethird quarter of 2004, and intends to begin filming in December 2004 andend filming in January 2005.  “3 DayTest” is wholly owned by the Company, and will require $1 million of additionalfinancing in the fourth quarter of 2004, and $1.5 million of additionalfinancing in the first quarter of 2005. The Company intends to finance this project through the followingmethods, in order of priority:  (1)corporate sponsorship and product placement in the film, (2) pre-sales of thefilm through the virtual studio and foreign sales, (3) debt or equity financingin the film itself, and (4) debt or equity financing in the Company.  The Company does not have any agreementsregarding sources for this financing at the time of this filing.  The Company will not proceed with thisproject until it has secured the additional financing.  The Company has 100% ownership of this film,and, once funded, anticipates generating revenue through Public Media’sproducers’ fee, as well as the Company’s portion of box-office sales, retailsales, and sponsorship via the Company’s virtual studio.

 

On February 5, 2004,the Company entered into a five-year agreement with the American BasketballAssociation (ABA) to develop all filmed and digital entertainmentproducts.  This includes movies, video games and television shows, among otherthings.  The first of these projects willbe the film “The Action,” which was tentatively titled “The Shock” at the timeof the agreement.  The Company contracteda screenwriter to draft the script for $4,000, and received the first fulldraft in April 2004.  The Companyhas begun developing the project by casting actors, identifying locations and commencingthe budgeting and scheduling process.  TheCompany and the ABA have agreed to an estimated budget of $8 – 10 million for“The Action,” which all parties have agreed will be funded by the ABA or itsaffiliated parties on or prior to December 31, 2004 in order to commenceproduction in the second quarter of 2005. The Company has secured a letter of intent with Dennis Rodman, and is inthe process of securing additional talent for the film.  The Company intends to use an outsourcedproduction studio.  The Company has 100%ownership in this film, and may present the film to Regent under the terms ofthe Company’s distribution agreement, or may seek distribution through a majorstudio. On June 11, 2004, theCompany submitted its proposed budget to the ABA based upon a total budget of$9.9 million.  Upon orchestration of thefunding by ABA or its affiliates, both the Company and the ABA will jointlyform a limited liability company for the purpose of funding and producing thisfilm, the ownership of which will held by Public Media (90%) and the ABA (10%).The project will then be funded by a group of investors, which has not beenidentified as of the date of filing this report.  Upon receipt of funding, the investing groupwill receive 50% of the equity interest in the limited liability company, theABA will retain their 10%, and the Company will retain the remaining 40%interest in the limited liability company.

 

On February 9, 2004,the Company entered into a distribution agreement with Regent Entertainment to

 

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distribute three of itsfilms to theaters and/or in retail form (such as DVD or VHS videocassette)worldwide, each of which must have a production budget over $1 million.  For each proposed film that is accepted fordistribution, Regent must secure pre-sold revenues in varying amounts fromvarious European territories. For each film distributed in this manner, theCompany agrees to pay a fee equal to 25% of its gross revenues for each film,as well as marketing expenses up to $100,000 per film.  This agreement expires in December 31,2005. Although the Company has not yet formally presented any films fordistribution, the Company anticipates presenting one or more films fordistribution in the next nine months.

 

On February 20,2004, the Company entered into a distribution agreement with OBN Holdings,which conducts television distribution via its subsidiary, OmniBroadcasting.  OBN is a nationaltelevision network with one owned station and 115 independent broadcast andcable affiliates throughout the United States. OBN airs both created and licensed content.  The agreement provides that OBN will providefree airtime in exchange for 50% of the revenue generated by sponsorsadvertising on the Company’s broadcast shows. The Company has agreed to provide six feature-length films, onehour-long dramatic series and one half-hour situation comedy.  The Company has also granted OBN a limited“first look” provision.  Pursuant to thisprovision, the Company may present projects to OBN which it believes aresuitable for distribution on their network. Once it presents a project, OBN then has a 60 day period during whichthey have the exclusive right to determine whether or not they will distributethe television show on their network.  Atthe close of the 60 day “first look” period, if OBN chooses not to distributethe show, the Company may then present the show to other distributors and/ornetworks.  This provision is in effectfor the duration of the agreement.  Thisagreement expires August 20, 2005, and is self-renewing unless terminatedby either party.  The Company does nothave any television programs scheduled for production or pre-production in thenext twelve months that it anticipates presenting to OBN for distribution.

 

On August 17, 2004,the Company entered into a joint venture agreement with Neon DVD, Inc. andFamilian Productions, LLC.  Pursuant tothe agreement, the Company and the other two parties formed NFPMW, LLC for thepurpose of developing, producing and distributing the half-hour pilot for“Reveal,” a reality-based competition show. Pursuant to the terms of the agreement, in exchange for the Company’sproduction services, the Company will receive a production fee of $75,000 and25% interest in NFPMW and the production. The Company received $20,000 in revenue on August 26, 2004, andwill receive the remaining $55,000 on or before the end of post-production,which the Company anticipates will be on or about November 18, 2004.  Once post-production is completed, NFPMW willmarket the production to various traditional television sources, includingtelevision and cable networks, both domestically and internationally.  If NFPMW finds a market for the production,it may enter into agreements regarding the production of future shows, whichPublic Media may or may not be commissioned to produce.

 

Liquidity

 

Based upon the costs andexpenses indicated above, the Company currently have cash on hand, includingamounts available but not yet drawn on the Company’s letter of credit,described below, to satisfy the Company’s total operating costs, continueddevelopment of the Company’s actual and potential revenue sources and the costof its current offering until December 15, 2004.  On August 18, 2004, the Company enteredinto an unsecured line of credit with Mainas Development Corporation, to whichMr. Mainas, a shareholder, serves as Managing Director.  The nonrevolving line of credit has a maximumdraw-down of $250,000, bears interest of 9% annually, does not maintain anoutstanding balance limitation, and expires on August 17, 2005.  The proceeds of this line are anticipated tobe used for general corporate purposes and working capital.  The outstanding balance on this account as ofOctober 1, 2004 was $50,150,

 

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including accruedinterest.

 

The Company anticipatesraising additional funds through one or all of the following methods: arevolving credit facility, debt, convertible debt, or through the future saleof equity.  The Company has not enteredinto any other agreements or discussions, preliminary or otherwise, regardingany of these options.  None of theCompany’s agreements with production companies, actors or distributioncompanies, including but not limited to letters of intent, require additionalcapital contributions other than as described herein.  Over the next twelve months, the Company doesnot anticipate significant changes in the number of the Company’s employees,nor does the Company anticipate the purchase or sale of any significantequipment.

 

The Company previouslyconsidered acquiring a production studio, and entered into a non-binding letterof intent on December 8, 2003 with Old Tucson Company in Tucson,Arizona.  Subsequently, four of OldTucson Company’s shareholders invested in the Company, each and in theaggregate holding less than 5% ownership in the Company.  These shareholders, in the aggregate,represented a controlling interest in Old Tucson Company.  While beginning its due diligence, it came tothe Company’s attention that Old Tucson Company did not have enough liquidityto continue operations during the term of the Company’s diligence, and no otheravenues of immediate financing were available for Old Tucson Company.  While engaged in the letter of intent, theCompany’s management determined that the cessation of a prospectiveacquisition’s operations, including attendant issues regarding lostopportunities and costs associated with restarting operations, was not in the bestinterests of the Company or its shareholders. Accordingly, on December 19,2003, the Company loaned $125,000 to Old Tucson Company for operations.  The note to Old Tucson Company matured onJune 20, 2004, and bears interest at 4%. The outstanding balance on October 1, 2004 was $128,903, includingaccrued interest.  The note is secured byall of the shareholders’ stock in the Company. As a result of the Company’s mutual shareholders, the Company’s loan toOld Tucson Company may have been deemed a loan to a related party.  However, during the course of the Company’sdue diligence, the Company elected not to pursue this option, and the letter ofintent expired unexercised on January 15, 2004, although the note stillremains an account receivable for the Company. The Company does not currently have any affiliation with any of the fourshareholders or Old Tucson Company, although the shareholders still retaintheir equity interest in the Company. The Company is currently in negotiations with Old Tucson to extend theterm of this note.

 

As of October 1,2004, the Company had a current cash balance of $35,700.

 

***Off-Balance Sheet Transactions***

 

The Company does not haveany off-balance sheet transactions.

 

**Item 3. Controls and Procedures**

 

Under the supervision andwith the participation of the Company’s senior management, including its chiefexecutive officer and chief financial officer, the Company conducted anevaluation of the effectiveness of the design and operation of its disclosurecontrols and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under theSecurities Exchange Act of 1934, as amended, as of the end of the periodcovered by this quarterly report (the “Evaluation Date”).  Based on this evaluation, the Company’s chiefexecutive officer and chief financial officer concluded as of the EvaluationDate that the Company’s disclosure controls and procedures were effective suchthat the information relating to the Company, including any consolidatedsubsidiaries, required to be disclosed in the Company’s Securities

 

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and Exchange Commission(“SEC”) reports (i) is recorded, processed, summarized and reported within thetime periods specified in SEC rules and forms, and (ii) is accumulated andcommunicated to the Company’s management, including its chief executive officerand chief financial officer, as appropriate to allow timely decisions regardingrequired disclosure.

 

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.

 

PART II - OTHERINFORMATION

 

**Item 1. Legal Proceedings.**

 

None.

 

**Item 2. Changes in Securities.**

 

None.

 

**Item 3. Defaults Upon SeniorSecurities.**

 

None.

 

**Item 4. Submission of Matters toa Vote of Security Holders.**

 

None.

 

**Item 5. Other Information.**

 

None.

 

**Item 6. Exhibits and Reports onForm 8-K.**

 

(a)  Exhibits required by Item 601 of RegulationS-B

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                |
|-----------------|------------|--------------------------------------------------------------------------------------------------------------------------------|
|            |       |                                                                                                                           |
| 2.1             |       | Share Exchange Agreement  by and between Burnam Management, Inc. and Public Media Works, Inc., dated  August 30, 2003 (9) |
| 3.1             |       | Certificate of  Incorporation of Burnam Management, Inc. (1)                                                                   |
| 3.2             |       | Certificate of  Amendment of Certificate of Incorporation (2)                                                                  |
| 3.3             |       | By-laws of Burnam Management,  Inc. (1)                                                                                        |
| 3.4             |       | Amended By-laws of  Public Media Works, Inc. (9)                                                                               |
| 4.1             |       | Form of Stock  Certificate (5)                                                                                                 |
| 10.1            |       | Form of Letter of  Intent for appearing talent (5)                                                                             |
| 10.2            |       | Writers Agreement by  and between Public Media Works, Inc. and Mr. Peter Soldinger, dated  September 11, 2003 (5)         |
| 10.3            |       | Writers Agreement by  and between Public Media Works, Inc. and Mr. Peter                                                       |

 

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|   |   | Soldinger, dated  February 3, 2004 (5)                                                                                                                |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.4   |   | Distribution Agreement  by and between Public Media Works, Inc. and Regent Entertainment, Inc., dated  February 9, 2004 (8)                           |
| 10.5   |   | Distribution Agreement  by and between Public Media Works, Inc. and OBN Holdings, Inc., dated  February 20, 2004 (6)                                  |
| 10.6   |   | Agreement by and  between Public Media Works, Inc. and Stone-Stanley Productions, dated  October 10, 2003 (6)                                         |
| 10.7   |   | Amendment to Agreement  by and between Public Media Works, Inc. and Stone-Stanley Productions, dated  April 22, 2004 (6)                              |
| 10.8   |   | Agency Representative  Agreement by and between Public Media Works, Inc. and U4oria, Inc., dated  January 29, 2004 (6)                                |
| 10.9   |   | Promissory Note by and  between Public Media Works, Inc. and Mr. George Mainas, dated August 30,  2000 (6)                                            |
| 10.10  |   | Memorialized Agreement  by and between Public Media Works, Inc. and Mr. George Mainas, dated  December 31, 2003 (5)                                   |
| 10.11  |   | Agreement by and  between Public Media Works, Inc. and Behind the Hedge Productions, dated  February 27, 2004 (6)                                     |
| 10.12  |   | Agreement by and  between Public Media Works, Inc. and the American Basketball Association,  dated February 5, 2004 (5)                               |
| 10.13  |   | Agreement by and  between Public Media Works, Inc. and MMT Solutions, dated August 25,  2000 (6)                                                      |
| 10.14  |   | Letter of Termination  and Release by and between Public Media Works, Inc. and MMT Solutions, dated  June 2, 2003 (6)                                 |
| 10.15  |   | Agreement by and  between Public Media Works, Inc. and New Media Dimensions, Inc., dated  August 8, 2003 (6)                                          |
| 10.16  |   | Affiliation Agreement  by and between Public Media Works, Inc. and Amazon.com, Inc., dated May 14,  2002 (5)                                               |
| 10.17  |   | Affiliation Agreement  by and between Public Media Works, Inc. and Allposters.com, Inc., dated May  14, 2002 (5)                                           |
| 10.18  |   | Agreement by and  between Public Media Works, Inc. and Charles Sherman Public Relations, dated  September 22, 2003 (6)                                |
| 10.19  |   | Promissory Note by and  between Public Media Works, Inc. and Old Tucson Company, dated  December 19, 2003 (6)                                         |
| 10.20  |   | Letter of Intent by and  between Public Media Works, Inc. and Old Tucson Company, dated  December 8, 2003 (6)                                         |
| 10.21  |   | Agreement by and  between Public Media Works, Inc. and Mike Wittlin, dated June 1, 2004  (7)                                                          |
| 10.22  |   | Agreement and letter of  credit by and between Public Media Works, Inc. and George Mainas, dated  August 18, 2004 (9)                                 |
| 10.23  |   | Agreement by and  between Public Media Works, Inc. and F. James McCarl, dated August 15,  2004                                                        |
| 10.24  |   | Joint Venture and  Production Agreement by and between Neon DVD, Inc., Public Media Works, Inc.  and Familian Productions, LLC, dated August 17, 2004 |
| 31.1   |   | Certification pursuant  to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended, by  Chief Executive Officer                                |
| 31.2   |   | Certification pursuant  to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended, by  Chief Financial Officer                                |

 

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| 32.1 |   | Certification pursuant  to 18 U.S.C. §1350 by Chief Executive Officer |
|------|--------|----------------------------------------------------------------------------|
| 32.2 |   | Certification pursuant  to 18 U.S.C. §1350 by Chief Financial Officer |

 

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(1)                                  Incorporatedby reference from the Company’s Form 10-SB, as filed on March 29, 2000(File No.: 0-29901).

(2)                                  Incorporatedby reference from the Company’s Form 8-K, as filed on September 8, 2003.

(3)                                  Incorporatedby reference from the Company’s Form 8-K, as filed on April 14, 2004.

(4)                                  [intentionallyomitted]

(5)                                  Incorporatedby reference from Amendment No. 1 to the Company’s Form SB-2, as filed on May4, 2004.

(6)                                  Incorporatedby reference from Amendment No. 2 to the Company’s Form SB-2, as filedJune 29, 2004.

(7)                                  Incorporatedby reference from Amendment No. 1 to the Company’s quarterly report on Form10-QSB, as filed August 25, 2004.

(8)                                  Schedulesare incorporated by reference from Amendment No. 2 to the Company’s Form SB-2,as filed June 29, 2004.

(9)                                  Incorporatedby reference from Amendment No. 3 to the Company’s Form SB-2, as filedSeptember 1, 2004.

 

(b)                                 Reportson Form 8-K

 

The Company did not fileany reports on Form 8-K for the period ended August 31, 2004.

 

**SIGNATURES**

 

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

 
|                         |   | Public Media Works,  Inc. |                                  |
|------------------------------|--------|---------------------------|---------------------------------------|
|                         |   | (Registrant)              |
|                         |   |                      |
| Date: October 14,  2004 |   | /s/ Thomas A. Szabo       |                                  |
|                         |   | By:                       | Thomas A. Szabo                       |
|                         |   | Title:                    | Chief Executive Officer  and Chairman |
|                              |        |                           |                                       |  |

 

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