**UNITED STATES****SECURITIES 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 November 30, 2003**                                                                              |
|                                                                                                                               |   |   |
| **o****TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT**                                                           |
|                                                                                                                               |   |   |
| **For the transition period from                   to** |

 

**Commission file number 0-29901**

 

**PUBLIC MEDIA WORKS, INC****.**

(Exact name of registrantas specified in its charter)

 

| **Delaware**                                              | ** ** | **98-0020849**                           |
|-----------------------------------------------------------|------------|------------------------------------------|
| (State or jurisdiction  or incorporation or organization) |       | (I.R.S. Employer  Identification Number) |

 

**14759Oxnard StreetVan Nuys, California 91411**

(Address and telephonenumber of principal executive offices)

 

**818-904-9029**

(Issuer’s telephonenumber)

 

**Burnam Management, Inc.9175 Mainwaring RoadSidney, British ColumbiaV8L 1J9 Canada**

(Former name and address,if changed since last report)

 

Check whether the issuer (1) filed all reports required to be filedSection 13 or 15(d) of the Exchange Act during the past 12 months (or for suchshorter period for which the registrant was required to file reports), and (2)has been subject to such filing requirements for the past 90 days.  oYes  ýNo

 

State the number of shares outstanding of each of the issuer’s classesof common  equity, as of the latestpracticable date:  25,512,500 shares ofcommon stock issued and outstanding as of July 5, 2004.

 

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

 

 

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**PART I**

 

**Item 1. Financial Statements.**

 

FORTHE ENDED NOVEMBER 30, 2003

 

PUBLICMEDIA WORKS, INC. AND SUBSIDIARY

(ADevelopment Stage Company)

(FormerlyBurnam Management, Inc.)

 

TABLE OF CONTENTS

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

 

1

----

 

PUBLIC MEDIA WORKS, INC.AND SUBSIDIARY

(A Development StageCompany)

(Formerly BurnamManagement, Inc.)

 

CONSOLIDATED BALANCE SHEETS

 
| ** **                                                                                                      | ** ** | **(Unaudited)  November 30,  2003** | ** ** | **(Audited)  February 28,  2003** | ** ** |
|-----------------------------------------------------------------------------------------------------------------|------------|-------------------------------------|------------|-----------------------------------|------------|
| Assets                                                                                                          |       |                                |       |                              |       |
|                                                                                                            |       |                                |       |                              |       |
| Current Assets:                                                                                                 |       |                                |       |                              |       |
| Cash                                                                                                            |       | $                                   | 27,290     |                              | $          | — |   |
| Receivable,  related party                                                                                      |       | 13,709                              |       | —                            |       |
| Prepaid expenses                                                                                                |       | 2,816                               |       | 210                               |       |
| Stock  subscriptions receivable                                                                                 |       | 250,000                             |       | —                            |       |
|                                                                                                            |       |                                |       |                              |       |
| Total current  assets                                                                                           |       | 293,815                             |       | 210                               |       |
|                                                                                                            |       |                                |       |                              |       |
| Property and Equipment:                                                                                         |       |                                |       |                              |       |
| Furniture and  leasehold improvements                                                                           |       | 20,649                              |       | 20,054                            |       |
| Computers and  office equipment                                                                                 |       | 55,531                              |       | 38,384                            |       |
|                                                                                                            |       | 76,180                              |       | 58,438                            |       |
| Less:  accumulated depreciation                                                                                 |       | 37,772                              |       | 26,622                            |       |
|                                                                                                            |       | 38,408                              |       | 31,816                            |       |
| Unamortized  intangible assets, web site development                                                            |       | 155,000                             |       | 115,000                           |       |
|                                                                                                            |       |                                |       |                              |       |
| Total Assets                                                                                                    |       | $                                   | 487,223    |                              | $          | 147,026 |   |
|                                                                                                            |       |                                |       |                              |       |
| Liabilities and  Stockholders’ Equity                                                                      |       |                                |       |                              |       |
|                                                                                                            |       |                                |       |                              |       |
| Current  Liabilities:                                                                                           |       |                                |       |                              |       |
| Accounts payable  and accrued expenses                                                                          |       | $                                   | 4,205      |                              | $          | 3,289 |   |
| Accrued  interest, stockholders                                                                                 |       | 88,499                              |       | 63,566                            |       |
| Notes payable,  stockholders                                                                                    |       | 427,176                             |       | 459,852                           |       |
|                                                                                                            |       |                                |       |                              |       |
| Total current  liabilities                                                                                      |       | 519,880                             |       | 526,707                           |       |
|                                                                                                            |       |                                |       |                              |       |
| Stockholders’  Equity:                                                                                     |       |                                |       |                              |       |
| Common stock,  $.0001 par value 100,000,000 shares authorized, 25,012,500 and 5,000,000  issued and outstanding |       | 2,501                               |       | 500                               |       |
| Additional  paid-in capital                                                                                     |       | 1,454,904                           |       | 569,905                           |       |
| Deficit  accumulated during the development stage                                                               |       | (1,490,062                          | )          | (950,086                          | )          |
|                                                                                                            |       |                                |       |                              |       |
| Total  Stockholders’ Equity                                                                                |       | (32,657                             | )          | (379,681                          | )          |
|                                                                                                            |       |                                |       |                              |       |
| Total  Liabilities and Stockholders’ Equity                                                                |       | $                                   | 487,223    |                              | $          | 147,026 |   |

 

The accompanying notesare an integralpart of the financial statements.

 

2

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PUBLIC MEDIA WORKS, INC.AND SUBSIDIARY

(A Development StageCompany)

(Formerly BurnamManagement, Inc.)

 

CONSOLIDATED STATEMENTSOF OPERATIONS

 
| ** **                         | ** ** | **(Unaudited)  For the  Three Months  Ended  November 30,  2003** | ** ** | **(Unaudited)  For the  Three Months  Ended  November 30,  2002** | ** ** |
|------------------------------------|------------|-------------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|
|                               |       |                                                              |       |                                                              |       |
| Revenues                           |       | $                                                                 | —     |                                                              | $          | — |   |
|                               |       |                                                              |       |                                                              |       |
| Operating  Expenses:               |       |                                                              |       |                                                              |       |
| Auto expenses                      |       | 395                                                               |       | —                                                            |       |
| Insurance                          |       | —                                                            |       | 318                                                               |       |
| Professional  fees                 |       | 6,179                                                             |       | 20,960                                                            |       |
| Office expenses                    |       | 7,064                                                             |       | 495                                                               |       |
| Rent                               |       | 2,700                                                             |       | 1,000                                                             |       |
| Salaries                           |       | 100,000                                                           |       | 150,000                                                           |       |
| Telephone and  utilities           |       | 2,805                                                             |       | 914                                                               |       |
| Web development/  Consulting costs |       | 19,619                                                            |       | 13,676                                                            |       |
| Depreciation                       |       | 3,465                                                             |       | 2,863                                                             |       |
| Travel and  entertainment          |       | 27,942                                                            |       | 30,691                                                            |       |
| Other                              |       | 7,120                                                             |       | 1,148                                                             |       |
|                               |       |                                                              |       |                                                              |       |
| Total operating  expenses          |       | 177,289                                                           |       | 222,065                                                           |       |
|                               |       |                                                              |       |                                                              |       |
| Operating loss                     |       | (177,289                                                          | )          | (222,065                                                          | )          |
|                               |       |                                                              |       |                                                              |       |
| Other income  (expense):           |       |                                                              |       |                                                              |       |
| Loss on disposal  of fixed assets  |       | —                                                            |       | (4,656                                                            | )          |
| Interest expense                   |       | (6,945                                                            | )          | (6,800                                                            | )          |
|                               |       |                                                              |       |                                                              |       |
| Total other  income (expense)      |       | (6,945                                                            | )          | (11,456                                                           | )          |
|                               |       |                                                              |       |                                                              |       |
| Loss before  income taxes          |       | (184,234                                                          | )          | (233,521                                                          | )          |
|                               |       |                                                              |       |                                                              |       |
| Provision for  income taxes        |       | —                                                            |       | 800                                                               |       |
|                               |       |                                                              |       |                                                              |       |
| Net loss                           |       | $                                                                 | (184,234   | )                                                                 | $          | (234,321 | ) |
|                               |       |                                                              |       |                                                              |       |
| Net loss per  share                |       | $                                                                 | (.02       | )                                                                 | $          | (.05 | ) |

 

The accompanying notesare an integralpart of the financial statements.

 

3

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PUBLIC MEDIA WORKS, INC.AND SUBSIDIARY

(A Development StageCompany)

(Formerly BurnamManagement, Inc.)

 

CONSOLIDATED STATEMENTSOF OPERATIONS

 
| ** **                         | ** ** | **(Unaudited)  For the  Nine Months  Ended  November 30,  2003** | ** ** | **(Unaudited)  For the  Nine Months  Ended  November 30,  2002** | ** ** | **(Unaudited)  For the period  March 3, 2000  (Inception)  Through  November 30,  2003** | ** ** |
|------------------------------------|------------|------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------|------------|
|                               |       |                                                             |       |                                                             |       |                                                                                     |       |
| Revenues                           |       | $                                                                | —     |                                                             | $          | —                                                                                   |       | $ | — |   |
|                               |       |                                                             |       |                                                             |       |                                                                                     |       |
| Operating  Expenses:               |       |                                                             |       |                                                             |       |                                                                                     |       |
| Advertising and  promotion         |       | 217                                                              |       | —                                                           |       | 16,881                                                                                   |       |
| Auto expenses                      |       | 27,815                                                           |       | —                                                           |       | 32,997                                                                                   |       |
| Insurance                          |       | —                                                           |       | —                                                           |       | 10,561                                                                                   |       |
| Professional fees                  |       | 22,115                                                           |       | 20,960                                                           |       | 58,185                                                                                   |       |
| Office expenses                    |       | 13,411                                                           |       | 2,487                                                            |       | 55,208                                                                                   |       |
| Rent                               |       | 9,900                                                            |       | 1,000                                                            |       | 25,670                                                                                   |       |
| Salaries                           |       | 282,500                                                          |       | 150,000                                                          |       | 676,745                                                                                  |       |
| Payroll taxes                      |       | 13,334                                                           |       | —                                                           |       | 20,551                                                                                   |       |
| Telephone and  utilities           |       | 6,002                                                            |       | 1,139                                                            |       | 22,555                                                                                   |       |
| Web development/  Consulting costs |       | 42,019                                                           |       | 21,361                                                           |       | 198,803                                                                                  |       |
| Depreciation                       |       | 11,150                                                           |       | 11,451                                                           |       | 41,436                                                                                   |       |
| Travel and  entertainment          |       | 71,988                                                           |       | 30,691                                                           |       | 166,221                                                                                  |       |
| Other                              |       | 14,448                                                           |       | 1,073                                                            |       | 65,219                                                                                   |       |
|                               |       |                                                             |       |                                                             |       |                                                                                     |       |
| Total operating  expenses          |       | 514,899                                                          |       | 240,162                                                          |       | 1,391,032                                                                                |       |
|                               |       |                                                             |       |                                                             |       |                                                                                     |       |
| Operating loss                     |       | (514,899                                                         | )          | (240,162                                                         | )          | (1,391,032                                                                               | )          |
|                               |       |                                                             |       |                                                             |       |                                                                                     |       |
| Other income  (expense):           |       |                                                             |       |                                                             |       |                                                                                     |       |
| Loss on disposal  of fixed assets  |       | —                                                           |       | (4,656                                                           | )          | (6,901                                                                                   | )          |
| Interest income                    |       | —                                                           |       | —                                                           |       | 649                                                                                      |       |
| Interest expense                   |       | (25,078                                                          | )          | (27,200                                                          | )          | (90,378                                                                                  | )          |
|                               |       |                                                             |       |                                                             |       |                                                                                     |       |
| Total other  income (expense)      |       | (25,078                                                          | )          | (31,856                                                          | )          | (96,630                                                                                  | )          |
|                               |       |                                                             |       |                                                             |       |                                                                                     |       |
| Loss before  income taxes          |       | (539,977                                                         | )          | (272,018                                                         | )          | (1,487,662                                                                               | )          |
|                               |       |                                                             |       |                                                             |       |                                                                                     |       |
| Provision for  income taxes        |       | —                                                           |       | 800                                                              |       | 2,400                                                                                    |       |
|                               |       |                                                             |       |                                                             |       |                                                                                     |       |
| Net loss                           |       | $                                                                | (539,977   | )                                                                | $          | (272,818                                                                                 | )          | $ | (1,490,062 | ) |
|                               |       |                                                             |       |                                                             |       |                                                                                     |       |
| Net loss per  share                |       | $                                                                | (.05       | )                                                                | $          | (.05                                                                                     | )          | $ | (.24 | ) |

 

The accompanying notesare an integralpart of the financial statements.

 

4

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 PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY

 (A Development Stage Company)

(Formerly BurnamManagement, Inc.)

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
| ** **                                                                   | ** ** | **(Unaudited)  For the  Nine Months  Ended  November 30,  2003** | ** ** | **(Unaudited)  For the  Nine Months  Ended  November 30,  2002** | ** ** | **(Unaudited)  For the period  March 3, 2000  (Inception)  Through  November 30,  2003** | ** ** |
|------------------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------|------------|
|                                                                         |       |                                                             |       |                                                             |       |                                                                                     |       |
| Cash flows from  operating activities:                                       |       |                                                             |       |                                                             |       |                                                                                     |       |
| Net loss                                                                     |       | $                                                                | (539,977   | )                                                                | $          | (272,818                                                                                 | )          | $ | (1,490,062 | ) |
|                                                                         |       |                                                             |       |                                                             |       |                                                                                     |       |
| Adjustments to  reconcile net loss to cash provided by operating activities: |       |                                                             |       |                                                             |       |                                                                                     |       |
| Expenses paid  directly by related party creditors                           |       | 17,324                                                           |       | 66,715                                                           |       | 84,039                                                                                   |       |
| Loss on disposal  of fixed assets                                            |       | —                                                           |       | 4,656                                                            |       | 6,901                                                                                    |       |
| Depreciation                                                                 |       | 11,150                                                           |       | 11,451                                                           |       | 41,436                                                                                   |       |
| Contributions  from stockholders                                             |       | 210                                                              |       | —                                                           |       | 55,515                                                                                   |       |
| Common stock  issued for services                                            |       | —                                                           |       | 150,000                                                          |       | 318,000                                                                                  |       |
| Increase in  prepaid expenses                                                |       | (2,816                                                           | )          | —                                                           |       | (2,816                                                                                   | )          |
| Increase  (decrease) in accounts payable and accrued expenses                |       | 25,850                                                           |       | 27,940                                                           |       | 92,704                                                                                   |       |
|                                                                         |       |                                                             |       |                                                             |       |                                                                                     |       |
| Net cash used by  operating activities:                                      |       | (488,259                                                         | )          | (12,056                                                          | )          | (894,283                                                                                 | )          |
|                                                                         |       |                                                             |       |                                                             |       |                                                                                     |       |
| Cash flows from  investing activities:                                       |       |                                                             |       |                                                             |       |                                                                                     |       |
| Cash loaned to  related party                                                |       | (13,709                                                          | )          | —                                                           |       | (13,709                                                                                  | )          |
| Purchase of  property and equipment                                          |       | (17,742                                                          | )          | —                                                           |       | (86,745                                                                                  | )          |
| Web site  development costs capitalize                                       |       | (40,000                                                          | )          | —                                                           |       | (155,000                                                                                 | )          |
|                                                                         |       |                                                             |       |                                                             |       |                                                                                     |       |
| Net cash used by  investing activities                                       |       | $                                                                | (71,451    | )                                                                | $          | —                                                                                   |       | $ | (255,454 | ) |
|                                                                         |       |                                                             |       |                                                             |       |                                                                                     |       |
| Cash flows from  financing activities:                                       |       |                                                             |       |                                                             |       |                                                                                     |       |
| Issuance of  common stock                                                    |       | $                                                                | 635,000    |                                                             | $          | —                                                                                   |       | $ | 716,500 |   |
| Cash contributed  by stockholders                                            |       | 2,000                                                            |       | 10,850                                                           |       | 117,390                                                                                  |       |
| Proceeds from  related party borrowings                                      |       | —                                                           |       | 1,000                                                            |       | 393,137                                                                                  |       |
| Repayment of  related party borrowings                                       |       | (50,000                                                          | )          | —                                                           |       | (50,000                                                                                  | )          |
|                                                                         |       |                                                             |       |                                                             |       |                                                                                     |       |
| Net cash  provided by financing activities                                   |       | 587,000                                                          |       | 11,850                                                           |       | 1,177,027                                                                                |       |
|                                                                         |       |                                                             |       |                                                             |       |                                                                                     |       |
| Net increase  (decrease) in cash                                             |       | 27,290                                                           |       | (206                                                             | )          | 27,290                                                                                   |       |
|                                                                         |       |                                                             |       |                                                             |       |                                                                                     |       |
| Cash, beginning  of period                                                   |       | —                                                           |       | 206                                                              |       | —                                                                                   |       |
|                                                                         |       |                                                             |       |                                                             |       |                                                                                     |       |
| Cash, end of  period                                                         |       | $                                                                | 27,290     |                                                             | $          | —                                                                                   |       | $ | 27,290 |   |
|                                                                         |       |                                                             |       |                                                             |       |                                                                                     |       |
| Interest paid                                                                |       | $                                                                | 145        |                                                             | $          | —                                                                                   |       | $ | 1,879 |   |
|                                                                         |       |                                                             |       |                                                             |       |                                                                                     |       |
| Income taxes  paid                                                           |       | $                                                                | 1,708      |                                                             | $          | —                                                                                   |       | $ | 1,708 |   |

 

The accompanying notesare an integralpart of the financial statements.

 

5

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PUBLIC MEDIA WORKS, INC.AND SUBSIDIARY

(A Development StageCompany)

(Formerly BurnamManagement, Inc.)

 

NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS

 

1.                                                          Summaryof Business and Significant Accounting Policies

 

a.                                       Summaryof Business

 

Burnam Management, Inc.was incorporated under the laws of the State of Delaware on March 3, 2000. TheCompany was formed to seek business opportunities. On August 30, 2003, theCompany 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 consolidated financial statements contain the accounts of thecompany and its wholly-owned subsidiary. All significant intercompany balancesand transactions have been eliminated.

 

c.                                       Cash Flows

 

For purposes of the statement of cash flows, the company considers allhighly liquid investments purchased with a maturity of three months or less tobe cash or cash equivalents.

 

d.                                      Property and Equipment

 

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

 

e.                                       Net Loss Per Share

 

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

 

6

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f.                                         Useof Estimates

 

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

 

2.                                                          UnamortizedIntangible Asset

 

In September 2000, the Company hired a web sitedevelopment company to develop its interactive marketing web site for $115,000.At November 30, 2003, the intangible asset has been assigned a fair value of$155,000.

 

Costs incurred internally to maintain and furtherdevelop the web site have been recognized as an expense when incurred.

 

The interactive marketing web site is still in the developmentstage. The Company has determined that the fair value of the intangible assethas not been impaired.

 

3.                                                          NotesPayable, Stockholders

 

The Company has notes payable with two stockholders.The balance at November 30, 2003 was $427,176. The notes are unsecured and dueon demand. Interest is being charged at 8% on $340,000. The remaining amount isnon-interest bearing.

 

4.                                                          Issuanceof Common Stock

 

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

 

On March 3, 2000, 5,000,000 shares of common stockwere issued for services rendered with an aggregate consideration of $210.

 

On August 30, 2003, 20,012,500 shares of common stockwere issued in a share exchange agreement with a private company, Public MediaWorks, Inc. (PMW). PMW is a wholly-owned subsidiary of the Company and isconsidered the survivor. Burnam Management, Inc. has no assets, liabilities oroperations at the time of the merger; therefore, a pro forma statement ofoperations is not provided.

 

At November 30, 2003, PMW had sold 625,000 shares ofits common stock at $.40 per share for $250,000. The cash from the issuanceswas not received until after November 30, 2003; therefore, a stock subscriptionreceivable of $250,000 is included in the accompanying balance sheet.

 

7

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5.                                                          StockOptions and Warrants

 

No options or warrants are outstanding to acquire theCompany’s common stock.

 

6.                                                          IncomeTaxes

 

The Company has had no taxable income under Federal orState tax laws. The Company has loss carryforwards totaling $634,117 that maybe offset against future federal income taxes. If not used, the carryforwardswill expire between 2020 and 2022. Due to the Company being in the developmentstage and incurring net operating losses, a valuation allowance has beenprovided to reduce the deferred tax assets from the net operating losses tozero. Therefore, there are no tax benefits recognized in the accompanyingstatement of operations.

 

7.                                                          DevelopmentStage and Operating Deficits

 

As shown in the accompanying financial statements, theCompany incurred a net loss of $539,977 during the nine months ended November30, 2003 and accumulated losses of $1,490,062 since opening for business in2000. The Company’s current liabilities exceed its current assets by $226,065at November 30, 2003. These factors create an uncertainty as to the Company’sability to continue as a going concern. The ability of the Company to continueas a going concern is dependent upon the success of raising additional capitalthrough the issuance of common stock and the ability to generate operatingrevenue. The financial statements do not include any adjustments that might benecessary should the Company be unable to continue as a going concern.

 

8

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**Item 2. Management’s Discussion and Plan ofOperation.**

 

*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 of Operation***

 

Public Media Works, Inc. was a privately-held company until August 30,2003.  In order to maintain clarity,references to Public Media Works prior to the reverse merger effected August30, 2003 will be indicated as “PMW.” References to “Public Media Works, Inc.,” “Public Media,” “the Company,”etc. collectively refer to the Company immediately following the merger andcurrently.

 

Costs and Expenses

 

From PMW’s inception on May 15, 2000 through the end of the fiscalquarter ended November 30, 2003, the Company has funded the development of itsproducts, including the development of its virtual studio and its main website,through the issuance of common stock in exchange for cash and services, as wellas through unsecured notes payable to stockholders.  As of November 30, 2003, the Company had25,012,500 shares of common stock issued and outstanding, 15,000,000 shares ofwhich were issued in exchange for services by its management team.  The Company entered into an unsecuredpromissory note with Mr. George Mainas, a shareholder, on August 30, 2000 for$340,000, bearing interest at 8% and is payable on demand.  As of November 30, 2003, the Company had anoutstanding balance of $428,499, including accrued interest.  The proceeds of this note were used forgeneral working capital.  Mr. Mainas hasalso agreed to pay various, unclassified business expenses from time to time onbehalf of the Company, and the Company has agreed to reimburse him for theseexpenditures as soon as practicable.  Anyexpenditures made pursuant to this agreement bear no interest, and all amountsdue are payable on demand to Mr. Mainas. The outstanding balance as of November 30, 2003 was $70,461.  The Company has entered into a thirdunwritten, unsecured promissory note with Mr. Denis Schusterman, a shareholder,in May 2002 in exchange for payment of approximately $16,000 in general andadministrative expenses.  This note ispayable upon demand and bears no interest. As of November 30, 2003, the outstanding balance was $16,715.

 

The Company had a net loss of $184,234 for the fiscal quarter endedNovember 30, 2003, and from March 3, 2000 (inception of Burnam) throughNovember 30, 2003, the Company reported a cumulative net loss of $1,490,062.

 

The development of the Company’s main website and virtual studio wasconducted in conjunction with two companies: New Media Dimensions, Inc. and MMTSolutions.  On August 25, 2000, theCompany entered into an agreement with MMT Solutions to begin the basicdevelopment of the virtual studio based upon the Company’s internally developedarchitecture, in exchange for two payments of $115,000, the first of which wasmade on September 6, 2000.  Thedevelopment was not completed according to the terms of the agreement, and theCompany terminated the agreement in November 2000, with no further payment toMMT.  The Company executed a letter oftermination and release on June 2, 2003, and no further claims or obligationsexist on the part of either party.  OnAugust 8, 2003, the Company entered

 

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into an agreement with New Media Dimensions to complete the developmentof its virtual studio and main website, and to act as host and server for theCompany’s virtual studio and website. The development of the virtual studio and main website, as well assoftware development, was not been completed as of November 30, 2003.  New Media Dimensions also received anadditional $7,732 for the purchase of two Pentium-based server hosts andhardware.

 

The Company maintains an ongoing, month-to-month agreement with NewMedia Dimensions to maintain its virtual studio and main website and to act ashost and server to its sites.  The termsof these ongoing services are described in the Company’s agreement with NewMedia dated August 8, 2003.  The Companypays $150 per month for New Media to serve as host, and an additional fee forenhancements, modifications and further development as needed.  These additional costs may range from $0 to$5,000 per month, depending on its 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 withCharles Sherman Public Relations to engage and manage its public relations andpublicity needs.  Charles Sherman PublicRelations has been retained on a monthly basis, with a fee of $2,000 permonth.  This agreement may be terminatedby either party upon 30-day notice.

 

The Company’s general monthly expenses, including rental andmaintenance for its offices, are approximately $4,000 per month.  Its operating expenses, including salariesand travel reimbursement, are approximately $36,000 per month, with totalmonthly costs of $40,000.

 

Revenue

 

The following projects are in progress, and expect to be the Company’sprimary sources of revenue for the next twelve months.  To the extent that the management hasestimated budgeting and production dates, the timing and amounts indicated maybe subject to change.

 

On October 10, 2003, the Company entered into aco-production agreement with Stone-Stanley Productions to develop and sell thetelevision production “The Ultimate 18.” The Company and Stone-Stanley are currently approaching actors, golfcelebrities and sponsors for involvement in the show.  Stone-Stanley is in the process of meetingwith interested networks in order to sell the show for broadcast.  As creators of the show, the Company owns100% of the concept for this show. However, in order to develop and produce this show, the Company hasgranted 100% of our ownership to Stone-Stanley for a period of six months,which expires in April 2004. Should Stone-Stanley execute a productionagreement with a network to produce and broadcast the show before the ownershipgrant expires, the Company will receive 50% ownership of the revenue generatedby the produced and broadcast show.  Boththe Company and Stone-Stanley are currently corresponding with various targetedcelebrities in order to determine interest and scheduling.  Messrs. Szabo, Bernsen and Edwardes will beexecutive producers for “The Ultimate 18,” although none will receive additionalcompensation for this work.  The Companyand Stone-Stanley anticipate completion of casting and beginning production byJuly 31, 2004, at which point the Company will receive 50% of the revenue paidby the purchasing network, with Stone-Stanley receiving the other 50%.  The Company anticipates receivingapproximately $600,000 upon sale of the show to the network.  As television networks are billed in advanceof production, the Company does not anticipate additional financingrequirements for this project.  Once theCompany enters into an agreement with a network, it estimates that productionwill conclude approximately 90 days following the date of such agreement.

 

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As of November 30, 2003, the Company was in the process of completingthe script and attaching actors under formal letters of intent for the film “3Day Test.”  The Company anticipatesentering pre-production for film “3 Day Test” in the third quarter of 2004, andanticipates beginning filming in December 2004. “3 Day Test” is wholly owned by the Company, and will require $1 millionof additional financing in the fourth quarter of 2004, and $1.5 million ofadditional financing in the first quarter of 2005.  The Company intends to finance this projectthrough the following methods, in order of priority:  (1) corporate sponsorship and productplacement in the film, (2) pre-sales of the film through the virtual studio andforeign sales, (3) debt or equity financing in the film itself, and (4) debt orequity financing in our company.  TheCompany does not have any agreements regarding sources for this financing, andwill not proceed with this project until the additional financing has beensecured.  The Company holds 100%ownership of this film, and, once funded, anticipates generating revenuethrough its producers’ fee of approximately $250,000, as well as its portion ofbox-office sales, retail sales, and sponsorship via the virtual studio.

 

Liquidity

 

Based upon the costs and expenses indicated above, as of November 30,2003, the Company had cash on hand to satisfy its total operating costs andcontinued development of actual and potential revenue sources until December2003.  The Company’s management anticipatesraising additional funds through one or all of the following methods: arevolving credit facility, debt, convertible debt, or through the sale ofequity.  During the quarter endedNovember 30, 2003, the Company conducted a private placement of common stock toaccredited investors, described in Part II, Item 2 herein, the proceeds ofwhich were used for general corporate expenses, including working capital.  The Company has not entered onto anyagreements or discussions, preliminary or otherwise, regarding any of the otheroptions listed herein. None of the Company’s agreements with productioncompanies, actors or distribution companies, including but not limited toletters of intent, require additional capital contributions other than asdescribed herein.  Over the next twelvemonths, the Company’s management does not anticipate significant changes in thenumber of the Company’s employees, nor does management anticipate the purchaseor sale of any significant equipment.

 

As of November 30, 2003, the Company had a current cash balance of $27,290.

 

***Off-Balance SheetTransactions***

 

As of November 30, 2003 did not have any off-balance sheettransactions.

 

**Item 3. Controls and Procedures**

 

Under the supervision and with the participation of the Company’ssenior management, including its chief executive officer and chief financialofficer, the Company conducted an evaluation of the effectiveness of the designand operation of its disclosure controls and procedures, as defined in Rules13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended,as of the end of the period covered by this quarterly report (the “EvaluationDate”).  Based on this evaluation, theCompany’s chief executive officer and chief financial officer concluded as ofthe Evaluation Date that the Company’s disclosure controls and procedures wereeffective such that the information relating to the Company, including anyconsolidated subsidiaries, 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 the time periods specified in SEC rules andforms, and (ii) is accumulated and communicated to the Company’s management,including its chief executive officer and chief financial officer, asappropriate to allow timely decisions regarding required 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.**

 

During the period ended November 30, 2003, the Company sold 12,500shares of restricted common stock to one investor in exchange for $5,000. Allinvestors were “accredited” within the meaning of the Securities Act of 1933,as amended (the “Act”), and all investors were unaffiliated. No brokers orfinders were used in conjunction with this transaction and no commissions werepaid in connection with this transaction. This transaction was exempt fromregistration under the act pursuant to Section 4(2) and Regulation D of theAct. This transaction was not conducted in connection with a public offering,and no public solicitation or advertisement was made or relied upon by anyinvestors in connection with this offering.

 

**Item 3. Defaults Upon Senior Securities.**

 

None.

 

**Item 4. Submission of Matters to a Vote ofSecurity Holders.**

 

None.

 

**Item 5. Other Information.**

 

None.

 

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

 

(a)  Exhibits required by Item601 of Regulation S-B

 
| **Exhibit No.** | ** ** | **Description**                                                                                                          |
|-----------------|------------|--------------------------------------------------------------------------------------------------------------------------|
|            |       |                                                                                                                     |
| 2.1             |       | Share Exchange Agreement by and between Burnam  Management, Inc. and Public Media Works, Inc., dated August 30, 2003 (2) |
| 3.1             |       | Certificate of Incorporation of Burnam Management,  Inc. (1)                                                             |
| 3.2             |       | Certificate of Amendment of Certificate of  Incorporation  (2)                                                      |

 

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| 3.3   |   | By-laws of Burnam Management, Inc. (1)                                                                                     |
|-------|--------|----------------------------------------------------------------------------------------------------------------------------|
| 4.1   |   | Form of Stock Certificate (4)                                                                                              |
| 10.1  |   | Form of Letter of Intent for appearing talent (4)                                                                          |
| 10.2  |   | Writers Agreement by and between Public Media Works,  Inc. and Mr. Peter Soldinger, dated September 11, 2003 (4)           |
| 10.3  |   | Agreement by and between Public Media Works, Inc.  and Stone-Stanley Productions, dated October 10, 2003 (3)               |
| 10.4  |   | Promissory Note by and between Public Media Works,  Inc. and Mr. George Mainas, dated August 30, 2000 (3)                  |
| 10.5  |   | Agreement by and between Public Media Works, Inc.  and MMT Solutions, dated August 25, 2000 (3)                            |
| 10.6  |   | Letter of Termination and Release by and between  Public Media Works, Inc. and MMT Solutions, dated June 2, 2003 (3)       |
| 10.7  |   | Agreement by and between Public Media Works, Inc.  and New Media Dimensions, Inc., dated August 8, 2003 (3)                |
| 10.8  |   | Affiliation Agreement by and between Public Media  Works, Inc. and Amazon.com, Inc., dated May 14, 2002 (4)                |
| 10.9  |   | Affiliation Agreement by and between Public Media  Works, Inc. and Allposters.com, Inc., dated May 14, 2002 (4)            |
| 10.10 |   | Agreement by and between Public Media Works, Inc.  and Charles Sherman Public Relations, dated September 22, 2003 (3)      |
| 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 |
| 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)          Incorporated byreference from the Company’s Form 10-SB, as filed on March 29, 2000 (File No.0-29901).

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

(3)          Incorporated byreference from Amendment No. 2 to the Company’s Form SB-2, as filed June 29,2004.

(4)          Incorporated byreference from Amendment No. 1 to the Company’s Form SB-2, as filed May 4,2004.

 

(b)           Reports on Form 8-K

 

The Company filed a report on Form 8-K on September 8, 2003 reportingItems 5 & 7.  Financial Statementsfor the fiscal years ended December 31, 2002 and 2001, the report for which wasdated May 23, 2003.

 

**SIGNATURES**

 

In accordance with the requirements of the Exchange Act, the registrantcaused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 
|                        | Public Media Works  |                                 |
|-----------------------------|---------------------|--------------------------------------|
|                        | (Registrant)        |
|                        |                |
| Date:  August  3, 2004 | /s/ THOMAS A. SZABO |                                 |
|                        | By:                 | Thomas A. Szabo                      |
|                        | Title:              | Chief Executive Officer and Chairman |
|                             |                     |                                      |  |

 

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