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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended May 31, 2005



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------



For the transition period from                     
to



0-29901

(Commission File No.)



PUBLIC MEDIA WORKS, INC.

(Exact name of registrant as specified in its charter)



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



14759 Oxnard Street

Van Nuys, California 91411

(Address and telephone number of principal executive offices)



818-904-9029

(Issuers telephone number)



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



State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: 27,054,191 shares of common stock issued and outstanding as of July 12, 2005.



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



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##### Table of Contents

PART I



|Item 1. | Financial Statements.
|------- | ---------------------



PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY



CONSOLIDATED FINANCIAL STATEMENTS



FOR THE THREE MONTHS ENDED MAY 31, 2005





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PUBLIC MEDIA WORKS, INC. AND
SUBSIDIARY



TABLE OF CONTENTS



|                                           |  |     
|------------------------------------------ |  | ----
|                                           |  | Page
|Financial Statements:                      |  |     
|                                           | 
|Consolidated Balance Sheets                |  | 1   
|                                           | 
|Consolidated Statements of Operations      |  | 2   
|                                           | 
|Consolidated Statements of Cash Flows      |  | 3-4 
|                                           | 
|Notes to Consolidated Financial Statements |  | 5-11





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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY



CONSOLIDATED BALANCE SHEETS



|                                                                                                               |  |              |            |   |                  |   |            |  
|-------------------------------------------------------------------------------------------------------------- |  | ------------ | ---------- | - | ---------------- | - | ---------- | -
|Assets                                                                                                         |  | May 31, 2005 |            |   | February 28,2005 |  
|Current Assets:                                                                                                |  |              |            |   |                  |   |            |  
|Cash                                                                                                           |  | $            | 1,356      |   |                  | $ | 11,560     |  
|Accounts receivable, less allowance for doubtful accounts of $ - 0 -                                           |  |              | 2,606      |   |                  |   | 3,876      |  
|                                                                                                               |  |              |            |   |                  |   |            |  
|Total current assets                                                                                           |  |              | 3,962      |   |                  |   | 15,436     |  
|                                                                                                               |  |              |            |   |                  |   |            |  
|Property and equipment, net                                                                                    |  |              | 19,967     |   |                  |   | 22,967     |  
|                                                                                                               |  |              |            |   |                  |   |            |  
|Other Assets:                                                                                                  |  |              |            |   |                  |   |            |  
|Film development costs                                                                                         |  |              | 4,000      |   |                  |   | 4,000      |  
|Note receivable, related party                                                                                 |  |              | 125,000    |   |                  |   | 125,000    |  
|Investment in limited liability company                                                                        |  |              | 29,000     |   |                  |   | 24,000     |  
|                                                                                                               |  |              |            |   |                  |   |            |  
|Total other assets                                                                                             |  |              | 158,000    |   |                  |   | 153,000    |  
|                                                                                                               |  |              |            |   |                  |   |            |  
|Total Assets                                                                                                   |  | $            | 181,929    |   |                  | $ | 191,403    |  
|                                                                                                               |  |              |            |   |                  |   |            |  
|Liabilities and Stockholders Equity                                                                           |  |              |            |   |                  |   |            |  
|Current Liabilities:                                                                                           |  |              |            |   |                  |   |            |  
|Accounts payable and accrued expenses                                                                          |  | $            | 224,369    |   |                  | $ | 255,351    |  
|Accrued salaries and related taxes                                                                             |  |              | 194,762    |   |                  |   | 97,198     |  
|Accrued interest                                                                                               |  |              | 14,194     |   |                  |   | 10,459     |  
|Accrued interest, stockholders                                                                                 |  |              | 136,451    |   |                  |   | 128,889    |  
|Deferred revenue                                                                                               |  |              | 10,000     |   |                  |   | 10,000     |  
|Note payable, line of credit, related party                                                                    |  |              | 182,622    |   |                  |   | 168,000    |  
|Notes payable, stockholders                                                                                    |  |              | 444,876    |   |                  |   | 530,176    |  
|Notes payable                                                                                                  |  |              | 249,000    |   |                  |   | 249,000    |  
|                                                                                                               |  |              |            |   |                  |   |            |  
|Total current liabilities                                                                                      |  |              | 1,456,274  |   |                  |   | 1,449,073  |  
|                                                                                                               |  |              |            |   |                  |   |            |  
|Stockholders Equity:                                                                                          |  |              |            |   |                  |   |            |  
|Common stock, $.0001 par value 100,000,000 shares authorized, 27,054,191 and 25,552,500 issued and outstanding |  |              | 2,705      |   |                  |   | 2,555      |  
|Additional paid-in capital                                                                                     |  |              | 1,965,376  |   |                  |   | 1,684,849  |  
|Accumulated deficit                                                                                            |  |              | (3,242,426 | ) |                  |   | (2,945,074 | )
|                                                                                                               |  |              |            |   |                  |   |            |  
|Total Stockholders Equity                                                                                     |  |              | (1,274,345 | ) |                  |   | (1,257,670 | )
|                                                                                                               |  |              |            |   |                  |   |            |  
|Total Liabilities and Stockholders Equity                                                                     |  | $            | 181,929    |   |                  | $ | 191,403    |  
|                                                                                                               |  |              |            |   |                  |   |            |  



The accompanying notes
are an integral part of the financial statements.



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF OPERATIONS



|                             |  |                                         |          |   |                                         |   |          |  
|---------------------------- |  | --------------------------------------- | -------- | - | --------------------------------------- | - | -------- | -
|                             |  | For the Three Months Ended May 31, 2005 |          |   | For the Three Months Ended May 31, 2004 |  
|Revenues, movie script sale  |  | $                                       |         |   |                                         | $ | 50,000   |  
|                             |  |                                         |          |   |                                         |   |          |  
|Operating Expenses:          |  |                                         |          |   |                                         |   |          |  
|Advertising and promotion    |  |                                         | 9,630    |   |                                         |   | 3,294    |  
|Auto expenses                |  |                                         | 3,230    |   |                                         |   | 6,050    |  
|Professional fees            |  |                                         | 66,221   |   |                                         |   | 41,946   |  
|Office expenses              |  |                                         | 3,393    |   |                                         |   | 2,603    |  
|Rent                         |  |                                         | 2,700    |   |                                         |   | 2,954    |  
|Salaries                     |  |                                         | 97,564   |   |                                         |   | 170,012  |  
|Payroll taxes                |  |                                         |         |   |                                         |   | 14,112   |  
|Telephone and utilities      |  |                                         | 2,455    |   |                                         |   | 4,165    |  
|Consulting costs             |  |                                         | 11,240   |   |                                         |   | 18,700   |  
|Investor relations           |  |                                         | 45,000   |   |                                         |   |         |  
|Web site development costs   |  |                                         | 25,825   |   |                                         |   |         |  
|Depreciation                 |  |                                         | 3,000    |   |                                         |   | 3,000    |  
|Travel and entertainment     |  |                                         | 4,196    |   |                                         |   | 32,085   |  
|Other                        |  |                                         | 6,089    |   |                                         |   | 5,045    |  
|                             |  |                                         |          |   |                                         |   |          |  
|Total operating expenses     |  |                                         | 280,543  |   |                                         |   | 303,966  |  
|                             |  |                                         |          |   |                                         |   |          |  
|Operating loss               |  |                                         | (280,543 | ) |                                         |   | (253,966 | )
|                             |  |                                         |          |   |                                         |   |          |  
|Other income (expense):      |  |                                         |          |   |                                         |   |          |  
|Interest income              |  |                                         |         |   |                                         |   | 1,250    |  
|Interest expense             |  |                                         | (15,209  | ) |                                         |   | (6,800   | )
|                             |  |                                         |          |   |                                         |   |          |  
|Total other income (expense) |  |                                         | (15,209  | ) |                                         |   | (5,550   | )
|                             |  |                                         |          |   |                                         |   |          |  
|Loss before income taxes     |  |                                         | (295,752 | ) |                                         |   | (259,516 | )
|Provision for income taxes   |  |                                         | 1,600    |   |                                         |   | 1,700    |  
|                             |  |                                         |          |   |                                         |   |          |  
|Net loss                     |  | $                                       | (297,352 | ) |                                         | $ | (261,216 | )
|                             |  |                                         |          |   |                                         |   |          |  
|Net loss per share           |  | $                                       | ( .01    | ) |                                         | $ | ( .01    | )
|                             |  |                                         |          |   |                                         |   |          |  



The accompanying notes
are an integral part of the financial statements.



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                            |  |                                         |          |   |                                         |   |          |  
|--------------------------------------------------------------------------- |  | --------------------------------------- | -------- | - | --------------------------------------- | - | -------- | -
|                                                                            |  | For the Three Months Ended May 31, 2005 |          |   | For the Three Months Ended May 31, 2004 |  
|Cash flows from operating activities:                                       |  |                                         |          |   |                                         |   |          |  
|Net loss                                                                    |  | $                                       | (297,352 | ) |                                         | $ | (261,216 | )
|                                                                            |  |                                        
|Adjustments to reconcile net loss to cash provided by operating activities: |  |                                         |          |   |                                         |   |          |  
|Depreciation                                                                |  |                                         | 3,000    |   |                                         |   | 3,000    |  
|Common stock issued for services and interest expense                       |  |                                         | 180,677  |   |                                         |   |         |  
|Decrease in shareholder receivable                                          |  |                                         |         |   |                                         |   | 65,000   |  
|Decrease in accounts receivable                                             |  |                                         | 1,270    |   |                                         |   |         |  
|Increase in prepaid expenses and interest receivable                        |  |                                         |         |   |                                         |   | (636     | )
|Increase in accounts payable and accrued expenses                           |  |                                         | 77,879   |   |                                         |   | 43,734   |  
|                                                                            |  |                                         |          |   |                                         |   |          |  
|Net cash used by operating activities:                                      |  |                                         | (34,526  | ) |                                         |   | (150,118 | )
|                                                                            |  |                                         |          |   |                                         |   |          |  
|Cash flows from investing activities:                                       |  |                                         |          |   |                                         |   |          |  
|Purchase of property and equipment                                          |  |                                         |         |   |                                         |   | (393     | )
|Film development costs capitalized                                          |  |                                         |         |   |                                         |   | (2,500   | )
|Investment in Car Pool Guy Partners, LLC                                    |  |                                         | (5,000   | ) |                                         |   |         |  
|                                                                            |  |                                         |          |   |                                         |   |          |  
|Net cash used by investing activities                                       |  | $                                       | (5,000   | ) |                                         | $ | (2,893   | )
|                                                                            |  |                                         |          |   |                                         |   |          |  



The accompanying notes
are an integral part of the financial statements.



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                         |  |                                         |         |   |                                         |   |        
|------------------------------------------------------------------------ |  | --------------------------------------- | ------- | - | --------------------------------------- | - | -------
|                                                                         |  | For the Three Months Ended May 31, 2005 |         |   | For the Three Months Ended May 31, 2004
|Cash flows from financing activities:                                    |  |                                         |         |   |                                         |   |        
|Issuance of common stock                                                 |  | $                                       |        |   |                                         | $ | 155,000
|Proceeds from related party borrowings                                   |  |                                         | 29,322  |   |                                         |   |       
|                                                                         |  |                                         |         |   |                                         |   |        
|Net cash provided by financing activities                                |  |                                         | 29,322  |   |                                         |   | 155,000
|                                                                         |  |                                         |         |   |                                         |   |        
|Net increase (decrease) in cash                                          |  |                                         | (10,204 | ) |                                         |   | 1,989  
|Cash, beginning of period                                                |  |                                         | 11,560  |   |                                         |   | 12,200 
|                                                                         |  |                                         |         |   |                                         |   |        
|Cash, end of period                                                      |  | $                                       | 1,356   |   |                                         | $ | 14,189 
|                                                                         |  |                                         |         |   |                                         |   |        
|Interest paid                                                            |  | $                                       |        |   |                                         | $ |       
|                                                                         |  |                                         |         |   |                                         |   |        
|Income taxes paid                                                        |  | $                                       |        |   |                                         | $ | 4,100  
|                                                                         |  |                                         |         |   |                                         |   |        
|1,241,911 common shares issued to pay company expenses                   |  | $                                       | 176,765 |   |                                         | $ |       
|                                                                         |  |                                         |         |   |                                         |   |        
|259,780 common shares issued to retire note payable and accrued interest |  | $                                       | 103,912 |   |                                         | $ |       
|                                                                         |  |                                         |         |   |                                         |   |        



The accompanying notes
are an integral part of the financial statements.



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|1. | Summary of Business and Significant Accounting Policies
|-- | -------------------------------------------------------



| | a. | Summary of Business
| | -- | -------------------



Public Media Works, Inc. (formerly Burnam Management, Inc.) was incorporated under the laws of the State of Delaware on March 3, 2000. The Company was
formed to seek business opportunities. On August 30, 2003, the Company entered into a share exchange agreement with Public Media Works, Inc., a private company formed to pursue opportunities in the film/TV and entertainment industry. The Company
plans to utilize the concept of interactive marketing. Interactive marketing is a new method to market, promote and produce films. The new marketing method will presell product placement in films to help fund production costs in the initial stages.
The share exchange agreement is essentially a reverse merger with Public Media Works, Inc., the surviving company.



This is the first period that the Company has not been reported as a Development Stage Company because principal operations have commenced and
significant revenues are now being generated.



| | b. | Principles of Consolidation
| | -- | ---------------------------



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



| | c. | Cash Flows
| | -- | ----------



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



| | d. | Accounts Receivable
| | -- | -------------------



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



| | e. | Advertising and Promotions
| | -- | --------------------------



The Company expenses all advertising and promotion costs as incurred.



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| | f. | Property and Equipment
| | -- | ----------------------



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



| | g. | Revenue Recognition
| | -- | -------------------



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



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



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



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



| | 4. | The arrangement fee is fixed or determinable.
| | -- | ---------------------------------------------



| | 5. | Collection of the arrangement fee is reasonably assured.
| | -- | --------------------------------------------------------



| | h. | Net Loss Per Share
| | -- | ------------------



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



| | i. | Use of Estimates
| | -- | ----------------



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



| | j. | Fair Value of Financial Instruments
| | -- | -----------------------------------



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



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|2. | Revenues
|-- | --------



For the three months ended May 31, 2005 and 2004, the Company has recognized $-0- and $50,000 of revenue, respectively. $50,000 was earned for writing a
movie script in March 2004 called Over the Hedge.



|3. | Note Receivable, Related Party
|-- | ------------------------------



On May 31, 2005 and February 28, 2005, the Company has a $125,000 note receivable. On December 19, 2003, the Company loaned $125,000 to Old Tucson
Corporation, a company owned by stockholders of Public Media Works, Inc. The note receivable bears interest at 4% and matured on June 20, 2004, which is now in default. The note is secured by the stockholders stock (625,000 common shares) in
Public Media Works, Inc. The Company is currently negotiating repayment terms on the note receivable. Under terms of the original agreement, $1,250 of interest income would have been recorded in the period ending May 31, 2005, however, due to the
non-payment, interest has not been recorded. $1,250 of interest income was recorded in the Statement of Operations for the period ended May 31, 2004.



|4. | Film Development Costs
|-- | ----------------------



At May 31, 2005 and February 28, 2005, the Company has capitalized $4,000 for film development costs. The Company paid a total of $8,000 for the purchase
of two original screenplays. One screenplay was contributed to its investment in Car Pool Guy Partners, LLC at a cost of $4,000. See note 5. The Company intends to develop the remaining screenplay into a feature film within the next three years.



|5. | Investment in Limited Liability Company
|-- | ---------------------------------------



At May 31, 2005 and February, 28, 2005, the Company has an investment of $29,000 and $24,000 in Car Pool Guy Partners, LLC, respectively. On October 15,
2004, the Company contributed its Car Pool Guy screenplay to the LLC with a capitalized cost of $4,000. For contribution of the screenplay and production and marketing of the movie, the Company will receive a producing fee of 10% of the
final production budget of $500,000. In addition, the Company will receive 40% of the remaining profit of the film after 10% is paid to the actors and $700,000 is returned to the original investors of which the Company will receive $100,000.



The Company is to invest a total of $50,000 into the project.
At May 31, 2005, $25,000 has been invested by the Company plus the $4,000 capitalized cost of the screenplay for a total investment of $29,000.



An officer and stockholder of the Company is also a one-third owner in the LLC. The investment has been accounted for by the cost method because the
Companys contributions are approximately 10% of the equity in the LLC.



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|6. | Property and Equipment
|-- | ----------------------



Property and equipment comprises the following at May 31, 2005 and February 28, 2005:



|                                     |  |              |        |                   |   |       
|------------------------------------ |  | ------------ | ------ | ----------------- | - | ------
|                                     |  | May 31, 2005 |        | February 28, 2005
|Furniture and leasehold improvements |  | $            | 20,649 |                   | $ | 20,649
|Computer and office equipment        |  |              | 54,836 |                   |   | 54,836
|                                     |  |              |        |                   |   |       
|                                     |  |              | 75,485 |                   |   | 75,485
|Less: accumulated depreciation       |  |              | 55,518 |                   |   | 52,518
|                                     |  |              |        |                   |   |       
|Property and equipment, net          |  | $            | 19,967 |                   | $ | 22,967
|                                     |  |              |        |                   |   |       



Depreciation expense
for the periods ended May 31, 2005 and 2004 was $3,000.



|7. | Deferred Revenue
|-- | ----------------



At May 31, 2005 and February 28, 2005, the company has recorded $10,000 of deferred revenue for producing the film Car Pool Guy. See note 5.
In accordance with its revenue recognition policy, the producing fee has been properly reported as deferred revenue until all conditions of revenue recognition have been met.



|8. | Note Payable, Line of Credit, Related Party
|-- | -------------------------------------------



On August 19, 2004, the Company obtained a $250,000 unsecured line of credit with Mainas Development Corporation (a company owned by a shareholder of
Public Media Works, Inc.) to be drawn down upon as needed with an interest rate of 9%. The line of credit expires on August 18, 2005. At May 31, 2005 and February 28, 2005, the outstanding balance is $182,622 and $168,000, respectively.



|9. | Note Payable, Stockholders
|-- | --------------------------



Stockholder notes payable consist of the following at May 31, 2005 and February 28, 2005:



|                                                                                                                                                        |  |              |         |                   |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ----------------- | - | -------
|                                                                                                                                                        |  | May 31, 2005 |         | February 28, 2005
|Note payable to an individual, also a stockholder of the Company, interest is being charged at 8% on $340,000, the note is unsecured and due
on demand. |  | $            | 410,461 |                   | $ | 410,461
|                                                                                                                                                        |  |             
|Note payable to an individual, also a stockholder of the Company, the note is unsecured, due on demand and non-interest
bearing.                        |  |              | 16,715  |                   |   | 16,715 



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|                                                                                                                                                         |  |              |         |                   |   |        
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ----------------- | - | -------
|                                                                                                                                                         |  | May 31, 2005 |         | February 28, 2005
|Note payable to an individual, also a stockholder of the Company, interest is being charged at 6%, the note is unsecured and due February 15,
2005.      |  |              |        |                   |   | 100,000
|                                                                                                                                                         |  |             
|Note payable to an individual, also an officer and stockholder of the Company, interest is being charged at 6%, the note is unsecured and due
on demand. |  |              | 17,700  |                   |   | 3,000  
|                                                                                                                                                         |  |              |         |                   |   |        
|                                                                                                                                                         |  | $            | 444,876 |                   | $ | 530,176
|                                                                                                                                                         |  |              |         |                   |   |        



|10. | Notes Payable
|--- | -------------



Notes payable consist of the following at May 31, 2005 and February 28, 2005:



|                                                                                                               |  |             |         |                  |   |        
|-------------------------------------------------------------------------------------------------------------- |  | ----------- | ------- | ---------------- | - | -------
|                                                                                                               |  | May 31,2005 |         | February 28,2005
|Note payable to an individual, interest is being charged at 6%, the note is unsecured and due June 1, 2005.    |  | $           | 225,000 |                  | $ | 225,000
|                                                                                                               |  |            
|Note payable to an individual, interest is being charged at 6%, the note is unsecured and due October 1, 2005. |  |             | 24,000  |                  |   | 24,000 
|                                                                                                               |  |             |         |                  |   |        
|                                                                                                               |  | $           | 249,000 |                  | $ | 249,000
|                                                                                                               |  |             |         |                  |   |        



|11. | Issuance of Common Stock
|--- | ------------------------



The Company is authorized to 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 an aggregate consideration of
$210.



On August 30, 2003, 20,000,000 shares of common stock
were issued in a share exchange agreement with a private company, Public Media Works, Inc. (PMW). PMW is a wholly-owned subsidiary of the Company and is considered the survivor. Burnam Management, Inc. has no assets, liabilities or operations at the
time of the merger.



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



On February 13, 2005, the Company issued 40,000 shares of its common stock at $.75 per share for a total amount of $30,000.



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On May 4, 2005, the Company issued 1,100,000 shares of its common stock to two companies that are
providing consulting services for the period July 11, 2004 through July 10, 2005. The consulting services are valued at $120,000 or $.109 per share.



Effective April 26, 2005, the Company entered into a promissory note conversion agreement. A $100,000 note payable and $3,912 of accrued interest were
converted into 259,780 shares of common stock at $.40 per share.



On May 31, 2005, the Company paid for $56,765 of legal fees by issuing 141,911 shares of common stock at $.40 per share.



|12. | Stock Options and Warrants
|--- | --------------------------



No options or warrants are outstanding to acquire the Companys common stock.



|13. | Income Taxes
|--- | ------------



The Company has had no taxable income under Federal or State tax laws. A state minimum tax of $1,600 and $1,700 has been reported in the statement of
operations for the periods ended May 31, 2005 and 2004, respectively. The Company has loss carryforwards totaling $2,297,125 that may be offset against future federal income taxes. If not used, the carryforwards will expire between 2020 and 2024.
Due to the Company incurring large net operating losses, a valuation allowance has been provided to reduce the deferred tax assets from the net operating losses to zero. Therefore, there are no tax benefits recognized in the accompanying statement
of operations.



|14. | Going Concern
|--- | -------------



As shown in the accompanying financial statements, the Company incurred a net loss of $297,352 during period ended May 31, 2005 and accumulated losses of
$3,242,426 since opening for business in 2000. The Companys current liabilities exceed its current assets by $1,452,312 at May 31, 2005. These factors create an uncertainty as to the Companys ability to continue as a going concern. The
ability of the Company to continue as a going concern is dependent upon the success of raising additional capital through the issuance of common stock and the ability to generate sufficient operating revenue. The financial statements do not include
any adjustments that might be necessary should the Company be unable to continue as a going concern.



|15. | Subsequent Event
|--- | ----------------



On July 18, 2005, as part of a mutual settlement and release agreement with a former employee, the Company agreed to issue 1,700,000 shares of its common
stock to an individual to convert a $225,000 note payable into equity. The price per share at the conversion date is $.13. In addition, the Company agreed to issue 600,000 shares of its common stock to the same individual for termination of his
employment. The price per share at the date of the agreement is $.13. The May 31, 2005 financial statements



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include a $78,000 accrual to reflect the compensation settlement. In addition, the Company has signed a promissory note to pay the individual $180,000 for
prior unpaid salary and expenses. The note is due July 17, 2006 and bears interest at 6%.



|16. | Litigation
|--- | ----------



The Company has had a claim filed against them for non-payment of services provided. The Company has not contested the amount of the claim and has accrued
and recorded the amount in the May 31, 2005 financial statements.



|17. | New Accounting Pronouncements
|--- | -----------------------------



On December 16, 2004, the Financial Accounting Standards Board issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS No.
123(R)), which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of
Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized
in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for public entities in the first interim or annual reporting period beginning after June 15, 2005. The Company
has not yet assessed the impact of adopting this new standard.



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



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



The
Companys plan of operations for the next twelve months is as follows.



The Company had no revenues during the quarter ended May 31, 2005. As of May 31, 2005, the Company had a cash balance of $1,356. After the period ending May 31, 2005, the Company received additional loans of $34,700, and management believes
the Company currently has cash on hand to satisfy the Companys total operating costs and continued development of the Companys actual and potential revenue sources through September 1, 2005. The Company will need to raise additional
funds in the next twelve months for working capital and marketing expenses related to its current film project. The Company anticipates raising such funds through a revolving credit facility, debt, convertible debt, or the sale of equity. The
Company has entered into an agreement with JPC Capital Partners to raise up to $5,000,000 of addition financing and has had preliminary discussions with several potential investors. There can be no assurance as to whether, when, or upon what terms
the Company will be able to consummate any financing. The Company also anticipates entering into joint ventures with third parties to fund specific television and film projects. None of the Companys agreements with production companies, actors
or distribution companies, including but not limited to letters of intent, require additional capital contributions other than as described herein. Over the next twelve months, the Company does not anticipate significant changes in the number of the
Companys employees, nor does the Company anticipate the purchase or sale of any significant equipment. The Company anticipates that the research and development costs related to its website and virtual studio for the next twelve months will be
approximately $3,000 per month.



The Company had a net loss of ($297,352) for
the quarter ended May 31, 2005, and from March 3, 2000 (inception of Burnam Management) through May 31, 2005, the Company reported a cumulative net loss of ($3,242,426). To date, the Company has funded its operations through the issuance of common
stock in exchange for cash and services, as well as through unsecured notes payable to stockholders and third parties. As of May 31, 2005, the Company has issued 15,000,000 shares of Common Stock to its management team in exchange for their
services. As of May 31, 2005, the Company has an aggregate outstanding balance of $1,027,143 under the following obligations:



| |  |  | The Company entered into an unsecured promissory note with George Mainas, a Company stockholder, on August 30, 2000 in the principal amount of $340,000, bearing interest at 8%. As
of May 31, 2005, the Company had an outstanding balance of $539,760 under the promissory note, including accrued interest. The promissory note is payable on demand.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On August 18, 2004, the Company entered into an unsecured line of credit with Mainas Development Corporation. Mr. Mainas, a stockholder of the Company, serves as Managing Director
of Mainas Development Corporation. The non-revolving line of credit has a maximum draw-down of $250,000, bears interest of 9% annually, does not maintain an outstanding balance limitation, and expires on August 17, 2005. The outstanding balance on
this account as of May 31, 2005 was $189,634, including accrued interest. The amount outstanding under this letter of credit matures on August 18, 2005.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In May 2002 the Company entered into an unwritten, unsecured promissory obligation to Denis Schusterman, a stockholder, in exchange for his payment of approximately $16,000 in
general and administrative expenses on behalf of the Company. This obligation is payable upon demand and bears no interest. As of May 31, 2005, the outstanding balance under this obligation was $16,715.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On June 1, 2004, the Company entered into a promissory note with Michael Wittlin. The principal balance of this note was $225,000, bearing interest at 6%, and matured on June 1,
2005. As of May 31, 2005, the outstanding balance under this note was $238,238, including accrued interest. This note was subsequently converted into shares of common stock of the Company as discussed in Item 5 below.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On August 15, 2004, the Company entered into a promissory note with Mr. F. James McCarl, an unaffiliated third party. The principal balance of this note was $100,000, bearing
interest at 6%, and became due and payable on February 15, 2005. On April 26, 2005, the date which Mr. McCarl agreed to convert the promissory note into 259,780 shares of common stock of the Company, the outstanding balance under this note was
$103,912, including accrued interest.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On October 1, 2004, the Company entered into a promissory note with Eric and Sharon Pearlman, an unaffiliated third party. The principal balance of this note was $24,000, bearing
interest at 6%, and maturing on October 1, 2005. On May 31, 2005, the outstanding balance under this note was $24,956, including accrued interest.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In January 2005, Mr. Szabo, the CEO and a director of the Company, loaned the Company $3,000 bearing interest at 6% and is due on demand. Mr. Szabo loaned the Company an additional
$14,700 in May 2005 under the same terms. On May 31, 2005, the outstanding balance under this loan was $17,840.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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After the period covered by this report, the promissory note for Mr. Wittlin was converted into shares of Company common
stock, which reduced the aggregate outstanding debt obligations of the Company as of May 31, 2005 by $225,000.



Anticipated Revenue



The Company has
several projects in progress that are expected to be the Companys primary sources of revenue during the next twelve months. While management believes these projects will generate revenue for the Company during the next twelve months, there can
be no assurances that such projects will be completed in the next twelve months, or that such projects will result in any revenues. The following is a description of several Company projects which are expected to generate revenues during the next
twelve months.



Car Pool Guy



The Company finished principal photography of its first feature film Carpool Guy
in March 2005 The Company anticipates commercial release of the film in October 2005. The Company commenced pre-sales of DVDs for the film in May 2005. The Company funded film through its own funds and by entering into an Exclusive Production
Agreement in October 2004 with Carpool Partners LLC (the Carpool LLC). Pursuant to the terms of the agreement, the Companys financing partner, Carpool Guy Partners, LLC, owns 60% of the final production, and the Company owns 40%.
Two of the principals of Carpool LLC are Thomas Szabo, the Companys Chief Executive Officer, and Mr. Mike Wittlin, a former Company employee, each of whom owns 33% of the LLC. The Company expects to receive revenue from this film in the next
twelve months.



Fastest Car In America



The Company has developed the concept for a reality-based street racing television show
called Fastest Car In America. The Company has retained an agency to represent the Company to obtain an order for the show from a television network. The Company expects to receive revenue from this project during the next twelve months
if the show is ordered by a television network.



Reveal



On August 17, 2004, the Company entered into a joint venture
agreement with Neon DVD, Inc. and Familian Productions, LLC for the production of a reality-based television show entitled Reveal. Pursuant to the agreement, the Company and the other two parties formed NFPMW, LLC for the purpose of
developing, producing and distributing the half-hour pilot for Reveal. Pursuant to the terms of the agreement, in exchange for the Companys production services, the Company received a production fee of $75,000 and twenty-five
percent (25%) interest in NFPMW, LLC and the production. The Company received $75,000 in revenue from the project during fiscal year 2004. The Company completed post-production, and delivered the final product to NFPMW on or about December 6, 2004.
NFPMW, LLC has entered into a twelve-month distribution agreement with Cinamour Entertainment pursuant to which Cinamour will receive a fee of twenty-five percent (25%) of the gross receipts derived from domestic sales and thirty percent (30%) of
the gross receipts derived from international sales of the program during the term of the distribution agreement. The Company expects to receive revenue from this project during the next twelve months if the show is ordered by a television network.



Other Anticipated Revenue



The Company also anticipates generating revenues during the next twelve months from its sale
of film and television related products and sponsorship and marketing relationships.



Critical Accounting Policies



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



Revenue Recognition



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



| | (i) | Persuasive evidence of a sale or licensing arrangement with a customer exists;
| | --- | ------------------------------------------------------------------------------



| | (ii) | The film is complete and, in accordance with the terms of the arrangement, has been delivered or is available for immediate and unconditional delivery;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (iii) | The license period of the arrangement has begun and the customer can begin its exploitation, exhibition, or sale;
| | ----- | -----------------------------------------------------------------------------------------------------------------



| | (iv) | The arrangement fee is fixed or determinable; and
| | ---- | -------------------------------------------------



| | (v) | Collection of the arrangement fee is reasonably assured.
| | --- | --------------------------------------------------------



Recent Accounting Pronouncements



On December 16, 2004, the Financial Accounting Standards Board issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS No. 123(R)), which is
a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows.
Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income
statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for public entities in the first interim or annual reporting period beginning after June 15, 2005. The Company has not yet
assessed the impact of adopting this new standard.



Off-Balance Sheet
Transactions



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



RISK FACTORS



In addition to the other information in this report, you should carefully consider the
risks described below before investing in our publicly-traded securities. The risks described below are not the only ones facing us. Our business is also subject to the risks that affect many other companies, such as competition, technological
obsolescence, labor relations, general economic conditions and geopolitical changes. Additional risks not currently known to us or that we currently believe are immaterial also may impair our business operations and our liquidity.



Risks Related To Our Financial Condition



We Have A Limited Operating History, So It Will Be Difficult For Investors To Evaluate
The Success Of Our Business Model and The Effectiveness of Our Management. In Addition, We are Currently In An Early Stage of Operations, We Are Experiencing Significant Expenditures Related To Funding Our Initial Operations, And We Are Currently
Carrying a Net Loss. If Our Business Model Is Not Successful, Our Management Is Not Effective, Or We Are Unable To Generate Sufficient Revenue To Offset Our Start-Up Expenditures, We May Not Become Profitable, And The Value Of Your Investment May
Decline Or Be Lost Entirely.



We are a newly organized corporation and have
a limited operating history from which to evaluate our business and prospects. We have earned $125,000 in revenue from our inception to May 31, 2005. For the quarter ended May 31, 2005, we had a net loss of ($297,352) and we had a cumulative net
loss of ($3,242,426) for the period since inception at March 3, 2000 to May 31, 2005. We cannot assure you that our future operations will be implemented successfully or that we will ever have profits. Moreover, we may not realize revenue from our
current projects for a substantial period of time, which may result in our inability to continue financing our operations. If we are unable to sustain our operations, we will be forced to cease operations entirely, and you may lose your entire
investment. Furthermore, we are experiencing the initial costs and uncertainties of a newly formed business, including additional expenditures, unforeseen costs and difficulties, complications, and delays, all of which must be resolved and/or paid
without the benefit of a predictable revenue stream. These risks and uncertainties include the following:



| |  |  | our business model and strategy are still evolving and are continually being reviewed and revised;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | we may not be able to successfully implement our business model and strategy; and
| | - |  | ---------------------------------------------------------------------------------



| |  |  | our management has not worked together for very long.
| | - |  | -----------------------------------------------------



We cannot be sure that we will be successful in meeting these challenges and addressing these risks and uncertainties. If we are unable to do so, our business will not be
successful and the value of your investment in our company will decline or may be lost altogether.



Our Auditors Have Expressed Substantial Doubt Regarding Our Ability To Continue As A Going Concern. If We Are Unable To Continue As A Going Concern, We May Be Required To Substantially Revise Our Business Plan or
Cease Operations.



As of the date of our most recent audit, which included
the fiscal years ended February 28, 2005 and February 29, 2004, we had not generated sufficient revenues for our cash flow needs. As a result, our auditors have expressed substantial doubt about our ability to continue as a going concern. Although
we have since begun to generate revenue, we are still operating at a net loss, and expect to continue to incur substantial losses as we complete the development of our business. We have not established any other source of equity or debt financing
other than that which is described in our discussion entitled Managements Discussion and Analysis or Pan of Operations. We cannot assure you that we will be able to obtain sufficient funds to continue the development and
pre-production of television shows and motion pictures, that we will be able to produce and sell our scripts, shows and motion pictures, or that our virtual studio will become self-funding. We also cannot assure you that we will be able to generate
sufficient revenue from advertisers and sponsors to fund our business



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or prevent strong fluctuations in our financial position based upon both demand and our ability to meet such demand in film and show development. If we
cannot continue as a going concern, we may need to substantially revise our business plan or cease operations, which may reduce or negate the value of your investment.



To Satisfy Our Capital Requirements, We May Seek To Raise Funds In The Public or Private Capital Markets, Which May Not Be Given on Terms
Favorable To Us, Or We May Not Be Able To Raise Funds At All. In The Event That We Receive Funds on Undesirable Terms, Or Are Unable To Receive Additional Funds, We May Not Be Able To Fund Our Operations and Will Not Be Able to Continue As A Going
Concern. In Addition, The Additional Funding May Have Terms Which Will Dilute The Value of Your Investment.



Our ability to raise additional funds in the public or private markets will be adversely affected if the results of our business operations are not favorable, or if any
of the scripts or films we develop are not well-received. We may seek additional funding through corporate collaborations and other financing vehicles or from loans, credit facilities or investments from new or existing stockholders. We cannot
assure you that any such funding will be available to us, or if available, that it will be available on terms favorable to us. If adequate funds are not available, we will not be able to complete the production of our developed projects. As a
result, we may be required to discontinue our operations without obtaining any value for our scripts or projects under development, thereby reducing or eliminating the value of our equity, or we could be forced to relinquish rights to some or all of
our projects under development in return for an amount substantially less than we expended to develop such products. If we are successful in obtaining additional funds, the terms of the financing may have the effect of diluting your interest in our
company.



All Of Our Revenues Were Generated By Two Clients. If We Fail To
Diversify Our Revenue Base, We May Not Be Able To Generate Sufficient Revenues To Meet Our Expenditures. In This Event, We May Not Be Able To Continue Our Business Operations.



As of May 31, 2005, 100% of our revenues were derived from Behind the Hedge Productions and a joint venture with Neon DVD, Inc. and Familian
Productions, LLC. We have generated all of our revenue from our agreement with these clients, and do not have an ongoing contract to do further work with either the joint venture or Behind the Hedge Productions as of May 31, 2005. Accordingly, if we
fail to generate additional sources of revenue, we may not be able to continue our business operations.



Risks Related To Our Business



If Our Films and Television Shows Are Note Commercially Successful, We May Not Be Able To Generate Sufficient Revenue To Fund Our Operations, And May Be Unable to Continue As A Going Concern.



Producing television shows and feature length films involves substantial risks, because they
require that we spend significant funds based entirely on our preliminary evaluation of the screenplays commercial potential as a film. Although some of our films and shows will be funded and produced by third parties, we will not retain
ownership of these films and shows. We may wish to retain ownership of a portion of our developed shows and films, and will require additional funding to produce these films and shows, and will be subject to risks of ownership, including lack of
assurance of profitability and revenues. It is impossible to predict the success of any film or show before the production starts. The ability of a show or film to generate revenues will depend upon a variety of unpredictable factors, including:



| |  |  | public taste, which is always subject to change;
| | - |  | ------------------------------------------------



| |  |  | the quantity and popularity of other films and shows and leisure activities available to the public at the time of our release;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | the competition for exhibition at movie theatres, through video retailers, on cable television and through other forms of distribution; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the fact that not all shows and films are distributed in all media forms.
| | - |  | -------------------------------------------------------------------------



For any of these reasons, the shows and films that we produce may be commercially unsuccessful, and the value of our equity interest in any or all of them may be reduced
or eliminated entirely. We operate in a particularly unpredictable industry, and, if we are unable to produce products which are commercially successful in this industry, we may not be able to recoup our expenses and/or generate revenues. In the
event that we are unable to generate revenues, we may not be able to continue operating as a viable business, and you may lose your investment entirely.



If We Lose The Services Of Key Personnel, It May Substantially Harm Our Ability To Operate and Earn Revenue.



Our success is highly dependent upon the continued services of key members of our management,
including our Chairman and Chief Executive Officer, Thomas A. Szabo, our President and director, Corbin Bernsen, and our Executive Vice President, Acting Chief Financial Officer and director, Shaun D.C. Edwardes. Virtually all decisions concerning
the conduct of our business, including the properties and rights to be created or acquired by Public Media and the arrangements to be made for such distribution, are made by or controlled by Messrs. Szabo, Bernsen and Edwardes. The loss of any of
these individuals could have a material adverse effect on us. We have not entered into any agreement with Messrs. Szabo, Bernsen and Edwardes that would prevent them from leaving us, nor have we obtained any key man life insurance. If we lose either
of their services, we may not be able to hire and retain other officers with



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comparable experience or contacts. As a result, the loss of the services of any of these individuals may limit our ability to properly conduct our operations
in a cost-effective manner, and will require us to identify, employ and train new personnel, which will require both financial resources and the time of our remaining employees. Should we be unable to locate adequate replacement personnel, we may
not be sufficiently competitive in our market to generate sufficient revenue to finance our continuing operations. Accordingly, the loss of any of these individuals may result in our inability to continue operations in the same manner and with the
same level of industry and investment interest as may exist prior to their departure, which, as a result, may reduce the value of your investment.



Since Our Officers and Directors Do Not Devote Their Full Business Time To Our Business, We May Not Be Able To Act On Our Business Opportunities Or Respond To Industry
Or Market Forces In A Timely Manner, Which May Reduce Our Competitiveness and, As A Result, The Viability Of Our Business and Operations.



The persons serving as our officers and directors have existing responsibilities and may have additional responsibilities to provide management and services to other
entities. Each anticipates that he will devote significantly more hours if we begin generating significant revenue. We cannot guarantee that any of our officers or directors will be able to devote sufficient amounts of their business time to enable
us to implement our business plan. If any or all of our officers or directors do not devote a sufficient amount of their business time to the management of our business, we may lose our ability to rapidly and appropriately respond to market
conditions and opportunities, which may limit our competitiveness. Such a loss of competitiveness may result in our inability to generate sufficient revenue to finance our continuing operations. This may reduce the value of our company and,
accordingly, the value of your investment.



Our Officers and Directors Own A
Controlling Percentage Of Our Outstanding Shares Of Common Stock Which Allows Them To Make Key Decisions Or Effect Transactions Without Further Shareholder Approval, And Their Interests May Differ From Those Of Other Shareholders



As of May 31, 2005, our officers and directors own 55.4% of our issued and outstanding shares
in the aggregate, and effectively control our company. Accordingly, our officers and directors will be able to elect all of our directors and inhibit your ability to cause a change in the course of our operations. Further, our officers and directors
may effect a major transaction such as a merger without further shareholder approval. Our articles of incorporation do not provide for cumulative voting. They also have the power to prevent or cause a change in control and, without their consent, we
could be prevented from entering into transactions that could be beneficial to us. The interests of these shareholders may differ from the interests of the other shareholders, and may limit the ability of other shareholders to affect our management
and affairs.



We May Not Be Able To Protect Our Proprietary Rights and May
Infringe On The Proprietary Rights Of Others, Should We Be Deemed To Infringe Upon The Propriety Rights Of Others, We May Face Litigation And/Or Be Required To Alter Out Content Which Contains The Contested Intellectual Property. In This Event, We
May Be Required To Expend Significant Amounts Of Capital In Defending Our Intellectual Property, And May Lose Revenue If We Are Unable To Successfully Defend Our Use Of Such Content And Are Unable To Create A Successful Alternative.



Establishment of trademarks, copyrights and other proprietary rights is important to our
success and our competitive position. Accordingly, we intend to devote substantial resources to the establishment and protection of copyrights and other proprietary rights. We cannot assure you that the actions taken by us to establish and protect
any patents or other proprietary rights will be adequate to prevent imitation of our products by others or to prevent others from prohibiting sales of any products we may develop in violation of the copyrights, trademarks and proprietary rights of
others. Moreover, we cannot assure you that others will not assert rights in, or ownership of, trademarks, copyrights and other proprietary rights we may establish or acquire or that we will be able to successfully resolve such conflicts.



We have not received patent certification from the United States Patent and
Trademark Office for our virtual studio. As a result, if another production company is able to develop a software model identical or similar to our virtual studio, we may not be able to successfully prosecute our patent. Accordingly, we may be
forced to compete with other companies for viewers, sponsors, advertisers, film production companies and television production companies with respect to our virtual studio. If these companies have greater resources than we do for revenue generation,
we may not be able to form a self-sustaining virtual studio business unit. As our virtual studio is a key point of distinction from our competitors, as well as a potentially significant revenue source for us, if we are unable to protect our rights
to use this technology, or are otherwise prohibited from using it by an existing patent, our ability to compete in our industry will be severely limited, and your interest in our company may be reduced or lost entirely.



We May Face Additional Risks Due To Our Reliance On Outsourced Production Studios For
Films and Television Shows We Choose To Product Ourselves. These Risks Include Our Inability To Fully Control The Quality and Budgeting Constraints For Any Outsourced Studio. Whether Or Not We Are Able To Mitigate Our Loss, Should We Experience
Significant Deficiencies With Any Outsourced Studio, We May Face Increased Costs And/Or Product With Decreased Or Poor Quality, Which Will Limit The Amount of Revenue We May Be Able To Generate From That Particular Project, And, If A Repeated
Occurrence, May Harm Our Competitiveness Within Our Industry.



In order to
minimize our expenses relative to our revenue, we have outsourced substantially all of our production requirements for the television shows and films we choose to produce. We do not intend to maintain a relationship with one particular studio or
production group. Consequently, we may be subject to certain risks associated with outsourcing, which include, but may not be limited to:



| |  |  | the outsourcing production studios ability to products shows or films that meet our technical specification and that have minimal defects;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the outsourcing production studios ability to honor the agreed-upon budget estimates and deadlines;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | the financial solvency, labor concerns and general business condition of our outsourcing production studio;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | unexpected changes in regulatory requirements;
| | - |  | ----------------------------------------------



| |  |  | inadequate protection of intellectual property in the entertainment industry;
| | - |  | -----------------------------------------------------------------------------



| |  |  | risks of fire, flood or acts of God affecting production studio facilities; and
| | - |  | -------------------------------------------------------------------------------



| |  |  | our ability to meet our financial obligations to our outsourcing production studio.
| | - |  | -----------------------------------------------------------------------------------



In addition, our outsourcing production studios may require further supplies and talent from various third parties, and similar risks are
involved in such procurement efforts. Moreover, we may not receive competitive pricing from our production studios as we do not intend to form a relationship with one particular studio. Due to our dependency on outsourced production studios and the
inherent difficulty in replacing outsourced production studios in an efficient or expeditious manner, the occurrence of any condition preventing or hindering the production or delivery of our films and shows by any one or more of our outsourcing
production studios may require us to mitigate our actual or potential loss by switching outsourced production studios. Whether or not we are able to mitigate such loss, we may face increased costs and/or be forced to market a product of decreased or
poor quality, which will limit the amount of revenue we may be able to generate from that particular project. If such a problem occurs repeatedly, our reputation in our industry may suffer, and we may not be sufficiently competitive to generate
adequate revenue to fund our operations.



We Are Responsible For The
Indemnification Of Our Officers and Directors. Should Our Officers And/Or Directors Require Us To Contribute To Their Defense, We May Be Required To Spend Significant Amount Of Our Capital, Which Will Then Be Unavailable For Product Development or
Other Revenue-Generating Activity, Resulting In Decreased Earnings For Our Company.



Our by-laws provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorneys fees and other expenses incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of our company. This indemnification policy could result in substantial expenditures, which we may be unable to recoup. If these expenditures are significant, or involve issues which result
in significant liability for our key personnel, we may be unable to continue operating as a going concern, and you may lose your investment entirely.



If We Exceed Our Budgets In Our Projects, We May Be Unable To Recoup Our Costs, Which May Result In Our Inability To Fund Our Continuing Operations, As Well As Limit
The Amount Of Capital We Have Available To Finance Other Projects Which May Generate Revenue



Our business model requires that we be efficient in production of our projects. Actual production costs often exceed their budget, sometimes substantially. The production, completion and distribution of our projects
are subject to a number of uncertainties, including delays and increased expenditures due to creative differences among key cast members and other key creative personnel or other disruptions or events beyond our control. Risks such as death or
disability of star performers, technical complications with special effects or other aspects of production, shortages of necessary equipment, damage to film negatives, master tapes and recordings or adverse weather conditions may cause cost overruns
and delay or frustrate completion of a production. If a production incurs substantial budget overruns, we may be required to seek additional financing from outside sources to complete production. We cannot make assurances regarding the availability
of such financing on terms acceptable to us.



In addition, if a production
incurs substantial budget overruns, we cannot assure you that we will be able to recoup these costs, which could have a material adverse effect on our business, results of operations or financial condition. Increased costs incurred with respect to a
particular project may result in the delayed release of a project at the intended time and potentially the postponement to a less favorable time, all of which could cause a decline in box office revenue and the overall financial success of the
movie. Budget overruns could also prevent a movie from being completed or released, and may leave us with insufficient resources to fund other projects. In this event, if we are unable to finance our operations from other revenues, bank resources or
capital financing, we may be unable to continue operations as described in our plan of operations. In addition, if we are forced to incur debt, or are unable to continue operations, the value of our company may be significantly reduced.



Our Revenues May Fluctuate Significantly Based On The Financing Arrangements For
Particular Projects, And The Commercial Success Of Individual Projects, Consequently, Our Results Of Operations May Be Difficult To Predict, Which May Cause Our Market Price To Fluctuate Unpredictably, Or Reduce It Overall



Revenues and results of operations are difficult to predict and depend on a variety of
factors. For example, our clients generally retain us on a project-by-project basis, rather than under long-term contracts. As a result, a client may or may not engage us for further services once a project is completed or may unilaterally reduce
the scope of, or terminate, existing projects. The absence of long-term contracts and the need for new clients create an uncertain and uneven revenue stream, which could harm our ability to finance our operations. Our revenues and results of
operations will depend significantly upon the commercial success of our projects that we produce and distribute, which we cannot predict with certainty. Consequently, our revenues and results of operations may fluctuate significantly from period to
period, and the results of any one period may not be indicative of the results for any future periods. We cannot assure you that we will manage the acquisition, production, and distribution of our projects as profitably from period to period.
Accordingly, you should not rely on the results



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of any one quarter as an indication of our future performance. If in some future quarter our results of operations were to fall below the expectations of
securities analysts and investors, the trading price of our common stock would likely decline.



Work Strikes Or Other Union Job Actions Could Result in Delays And Could Result In Delays And Failures To Complete Projects According To Defined Deadlines And Within Prescribed Budgets. As A Result, We May Face
Increased Costs and Reduced Revenues As Well As a Limited Ability To Market Future Projects.



The projects that we intend to produce generally will utilize actors, directors, and writers who are members of the Screen Actors Guild, Directors Guild of America, and Writers Guild of America, respectively, pursuant
to industry-wide collective bargaining agreements. A strike by one or more of the unions that provide personnel essential to the production of our projects could delay or halt our ongoing production activities for that project. A union-related halt
or delay, depending on the length of time, could cause a delay or interruption in our release of any projects conducted with the use of union labor. As a result, we may experience significant delays and/or reductions in revenues for our
union-produced projects, which may limit our ability to invest in new projects on a short-term basis.



Under The Terms Of Completion Bonds Covering A Motion Picture Project, In The Event We Fail To Complete The Movie On Schedule And Within Budget, The Bond Company May Takeover Production, Which May Reduce The
Artistic Integrity And Commercial Potential Of The Movie, Resulting In Reduced Revenue For The Company.



We may need to obtain a completion bond for each film we produce. If we do not fund a film internally, and a completion bond is required by the investors of the film, our inability to complete a movie on schedule or
within budget may result in the completion bond company taking over production. In this event, the bond company will have the right to replace any member of the production personnel, including members of the films management team. The
replacement of the production personnel may change the artistic quality of the movie, reduce our equity interest in the film, and/or limit our ability to promote distribution of the movie.



Our ability to adhere to the production schedule and budget will be subject to many factors
not within our control, including



| |  |  | the ability to attract suitable production and creative staff within our budget,
| | - |  | --------------------------------------------------------------------------------



| |  |  | the availability of our production personnel, including directors, producers, and actors (particularly the lead and supporting actors) on the scheduled basis,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the weather conditions (seasonable or unseasonable, predicted or unpredicted) during the production phase,
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | the availability of desirable locations from a cost or timing viewpoint, and
| | - |  | ----------------------------------------------------------------------------



| |  |  | the ability to utilize appropriate facilities for post-production phase on a timely basis.
| | - |  | ------------------------------------------------------------------------------------------



In Most Cases Our Movies Will Be Subject To Ratings Restrictions and Censorship That May Result In Ratings That May Reduce Distribution
And Revenue Potential.



Our films and television shows are generally
targeted to very specific audiences, which require us to produce projects that obtain ratings suitable for each such audience. Certain pre-production distribution arrangements we expect to obtain may be based upon the subject movie having a
particular rating classification from the Motion Picture Association of America (or MPAA). With these arrangements in place, we will intend to produce the movie in a manner that will ultimately obtain the expected rating. However, it is difficult to
predict the rating classification that the MPAA will ultimately assign to the movie. If the expected rating were not obtained, distribution support (including marketing and advertising) may be reduced, resulting in fewer distribution venues and
smaller viewing audience. Further, censors in foreign jurisdictions may find elements of a movie objectionable.



At additional and unbudgeted costs, we may be required to revise the movie to obtain the desired rating classification or to remove the objectionable elements of the
movie. Even following revision of the movie, the release in certain jurisdictions may be denied. These events may result in release and distribution delays, which may limit the commercial potential of the movie, resulting in reduced revenues for our
company, and, accordingly, reducing the value of your investment.



We Intend
To Distribute Our Shows and Films Internationally, And May Be Subject To Additional Risks Due To Our International Operations. These Risks May Reduce Or Limit Our Potential Revenue From International Sources, Which May Significantly Reduce Our
Revenue.



We intend to distribute our productions outside the United States
through third party licenses and derive revenues from these sources. As a result, our business is subject to certain risks inherent in international business, many of which are beyond our control. These risks include:



| |  |  | changes in local regulatory requirements, including restrictions on content;
| | - |  | ----------------------------------------------------------------------------



| |  |  | changes in laws and policies affecting trade, investment and taxes (including laws and policies relating to the repatriation of funds and to withholding taxes);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | differing degrees of protection for intellectual property;
| | - |  | ----------------------------------------------------------



| |  |  | instability of foreign economies and governments;
| | - |  | -------------------------------------------------



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| |  |  | cultural barriers; and
| | - |  | ----------------------



| |  |  | wars and acts of terrorism, to the extent such threats or acts limit or prevent potential viewers of our films from attending theaters.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



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



Under the supervision and with the participation of the Companys Chief Executive Officer and Acting Chief Financial Officer, the Company conducted an evaluation of
the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this quarterly report
(the Evaluation Date). Based on this evaluation, the Companys Chief Executive Officer and Acting Chief Financial Officer concluded as of the Evaluation Date that the Companys disclosure controls and procedures were effective
such that the information relating to the Company, including any consolidated subsidiaries, required to be disclosed in the Companys Securities and Exchange Commission (SEC) reports (i) is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Companys management, including its Chief Executive Officer and Acting Chief Financial Officer, as appropriate 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 - OTHER INFORMATION



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



In May 2005 the Company received a copy of a complaint filed in Los Angeles Superior Court in Van Nuys, California by Alexandra Wortsman for a breach of contract action alleging nonpayment of fees in the amount of
$43,748.28 for services performed on behalf of the Company. The Company did not contest the compliant and intends to enter into an agreement with Ms. Wortsman for the payment of such fees.



|Item 2. | Changes in Securities.
|------- | ----------------------



On April 26, 2005, the Company agreed to convert a promissory note in the principal amount of $100,000 into 259,780 shares of its common stock at a conversion price of
$.40 per share. This transaction was exempt from registration under the act pursuant to Section 4(2) of the Securities Exchange Act of 1934 (the Act). This transaction was not conducted in connection with a public offering, and no public
solicitation or advertisement was made or relied upon by any investors in connection with this offering.



On May 31, 2005, the Company issued 141,911 shares of its common stock at a conversion price of $.40 per share to its outside legal counsel in exchange for providing services to the Company for the period through May
30, 2005. This transaction was exempt from registration under the act pursuant to Section 4(2) of the Act. This transaction was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon
by any investors in connection with this offering.



On July 18, 2005, the
Company issued 2,300,000 shares of its common stock pursuant to the terms of the separation and general release agreement described below in Item 5. This transaction was exempt from registration under the act pursuant to Section 4(2) of the Act.
This transaction was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by any investors in connection with this offering.



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



None.



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



None.



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



Effective as of July 18, 2005, the Company entered into a Separation and General Release Agreement (Separation Agreement) with Michael Wittlin, a former employee of the Company. Pursuant to the terms of
the Separation Agreement, in exchange for a mutual release of claims and in fulfillment of all obligations to Mr. Wittlin under the terms of this employment agreement, the Company agreed to issue Mr. Wittlin 600,000 shares of its common stock and
execute a promissory note in the principal amount of $180,000 which accrues interest at 6% and is due and payable in twelve months. As part of the Separation Agreement, Mr. Wittlin also agreed to convert his promissory note in the principal amount
of $225,000, which was due and payable on June 1, 2005, into 1,700,000 shares of Company common stock. The shares issued in this transaction were exempt from registration under the Act pursuant to Section 4(2) of the Act.



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



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



|            |  |                                                                                                                          
|----------- |  | -------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                              
|            | 
|10.29       |  | Separation Agreement and General Release Agreement with Michael Wittlin dated July 18, 2005                              
|            | 
|10.30       |  | Promissory Note Conversion Agreement with Michael Wittlin dated July 18, 2005                                            
|            | 
|10.31       |  | Promissory Note with Michael Wittlin dated July 18, 2005                                                                 
|            | 
|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                                                     



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



The Company did not file any reports on Form 8-K for the period ended May 31, 2005.



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SIGNATURES



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



| |  |  |  |                          |  |              |  | 
| |  |  |  | ------------------------ |  | ------------ |  | 
| |  | 
| |  |  |  | Public Media Works, Inc.
| |  |  |  |                          |  | (Registrant)
| |  |  |  |                          |  |              |  | 



|                    |  |  |  |                     |  |        |  |                                     
|------------------- |  |  |  | ------------------- |  | ------ |  | ------------------------------------
|                    |  | 
|Date: July 20, 2005 |  |  |  | /s/ Thomas A. Szabo
|                    |  |  |  |                     |  | By:    |  | Thomas A. Szabo                     
|                    |  |  |  |                     |  | Title: |  | Chief Executive Officer and Chairman



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