**UNITEDSTATES****SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-QSB**

 

**ý****QUARTERLY REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thequarterly period ended November 30, 2004**

 

**o****TRANSITION REPORT UNDER SECTION 13OR 15(d) OF THE EXCHANGE ACT OF 1934**

 

**For thetransition period from          to          **

 

**0-29901**

**(Commission File No.)**

 

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

(Exact name ofregistrant as specified in its charter)

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

 

**14759 Oxnard StreetVan Nuys, California 91411**

(Address andtelephone number of principal executive offices)

 

**818-904-9029**

(Issuer’stelephone number)

 

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

 

State the number ofshares outstanding of each of the issuer’s classes of common equity, as of thelatest practicable date:  25,512,500shares of common stock issued and outstanding as of January 12, 2005.

 

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

 

 

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**PART I**

 

**Item 1. Financial Statements.**

 

PUBLIC MEDIAWORKS, INC. AND SUBSIDIARY(A Development Stage Company)(Formerly Burnam Management, Inc.)

 

CONSOLIDATEDFINANCIAL STATEMENTS

 

FOR THE NINEMONTHS ENDED NOVEMBER 30, 2004

 

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PUBLIC MEDIAWORKS, INC. AND SUBSIDIARY(A Development Stage Company)(Formerly Burnam Management, Inc.)

 

TABLE OF CONTENTS

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

 

1

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PUBLIC MEDIAWORKS, INC. AND SUBSIDIARY(A Development Stage Company)(Formerly Burnam Management, Inc.)

 

CONSOLIDATED BALANCESHEETS

 
| ** **                                                                                                       | ** ** | **November 30,  2004** | ** ** | **February 29,  2004** | ** ** |
|------------------------------------------------------------------------------------------------------------------|------------|-----------------------------|------------|-----------------------------|------------|
| Assets                                                                                                           |       |                        |       |                        |       |
|                                                                                                             |       |                        |       |                        |       |
| Current  Assets:                                                                                                 |       |                        |       |                        |       |
| Cash                                                                                                             |       | $                           | 1,360      |                        | $          | 12,200 |   |
| Accounts  receivable                                                                                             |       | 1,800                       |       | —                      |       |
| Note  receivable, related party                                                                                  |       | 125,000                     |       | 125,000                     |       |
| Prepaid  expenses                                                                                                |       | —                      |       | 1,154                       |       |
| Interest  receivable                                                                                             |       | 4,736                       |       | 986                         |       |
| Stock  subscriptions receivable                                                                                  |       | —                      |       | 155,000                     |       |
| Receivable,  officers and directors                                                                              |       | —                      |       | 65,000                      |       |
| Total  current assets                                                                                            |       | 132,896                     |       | 359,340                     |       |
| Property  and Equipment:                                                                                         |       |                        |       |                        |       |
| Furniture  and leasehold improvements                                                                            |       | 20,649                      |       | 20,649                      |       |
| Computers  and office equipment                                                                                  |       | 54,836                      |       | 54,443                      |       |
|                                                                                                             |       | 75,485                      |       | 75,092                      |       |
| Less:  accumulated depreciation                                                                                  |       | 47,846                      |       | 38,846                      |       |
|                                                                                                             |       | 27,639                      |       | 36,246                      |       |
| Other  Assets:                                                                                                   |       |                        |       |                        |       |
| Film  development costs                                                                                          |       | 8,000                       |       | 5,500                       |       |
| Total  Assets                                                                                                    |       | $                           | 168,535    |                        | $          | 401,086 |   |
| Liabilities  and Stockholders’ Equity                                                                       |       |                        |       |                        |       |
|                                                                                                             |       |                        |       |                        |       |
| Current  Liabilities:                                                                                            |       |                        |       |                        |       |
| Accounts  payable and accrued expenses                                                                           |       | $                           | 188,874    |                        | $          | 65,719 |   |
| Accrued  interest                                                                                                |       | 8,382                       |       | —                      |       |
| Accrued  interest, stockholders                                                                                  |       | 116,722                     |       | 95,299                      |       |
| Note  payable, line of credit, related party                                                                     |       | 50,000                      |       | —                      |       |
| Notes  payable, stockholders                                                                                     |       | 427,176                     |       | 427,176                     |       |
| Notes  payable                                                                                                   |       | 349,000                     |       | —                      |       |
| Total  current liabilities                                                                                       |       | 1,140,154                   |       | 588,194                     |       |
| Stockholders’  Equity:                                                                                      |       |                        |       |                        |       |
| Common  stock, $.0001 par value 100,000,000 shares authorized, 25,512,500 and  25,512,500 issued and outstanding |       | 2,551                       |       | 2,551                       |       |
| Additional  paid-in capital                                                                                      |       | 1,654,854                   |       | 1,654,854                   |       |
| Deficit  accumulated during the development stage                                                                |       | (2,629,024                  | )          | (1,844,513                  | )          |
| Total  Stockholders’ Equity                                                                                 |       | (971,619                    | )          | (187,108                    | )          |
| Total  Liabilities and Stockholders’ Equity                                                                 |       | $                           | 168,535    |                        | $          | 401,086 |   |

 

The accompanyingnotes are an integral part of the financial statements.

 

2

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PUBLIC MEDIAWORKS, INC. AND SUBSIDIARY(A Development Stage Company)(Formerly Burnam Management, Inc.)

 

CONSOLIDATED STATEMENTSOF OPERATIONS

 
| ** **                    | ** ** | **For the**           | ** ** | **For the**           | ** ** |
|-------------------------------|------------|-----------------------|------------|-----------------------|------------|
| ** **                    | ** ** | **Three  Months**     | ** ** | **Three  Months**     | ** ** |
| ** **                    | ** ** | **Ended**             | ** ** | **Ended**             | ** ** |
| ** **                    | ** ** | **November 30,** | ** ** | **November 30,** | ** ** |
| ** **                    | ** ** | **2004**              | ** ** | **2003**              | ** ** |
|                          |       |                  |       |                  |       |
| Revenues,  net                |       | $                     | 65,000     |                  | $          | — |   |
| Cost  of film development     |       | 58,672                |       | —                |       |
|                          |       |                  |       |                  |       |
| Gross  profit                 |       | 6,328                 |       | —                |       |
|                          |       |                  |       |                  |       |
| Operating  Expenses:          |       |                  |       |                  |       |
| Advertising  and promotion    |       | 6,540                 |       | —                |       |
| Auto  expenses                |       | —                |       | 395                   |       |
| Health  insurance             |       | 2,706                 |       | —                |       |
| Professional  fees            |       | 39,750                |       | 6,179                 |       |
| Office  expenses              |       | 1,995                 |       | 7,064                 |       |
| Rent                          |       | 2,700                 |       | 2,700                 |       |
| Salaries                      |       | 90,000                |       | 100,000               |       |
| Payroll  taxes                |       | 2,675                 |       | —                |       |
| Telephone  and utilities      |       | 4,218                 |       | 2,805                 |       |
| Consulting  costs             |       | 10,237                |       | 19,619                |       |
| Web  site development costs   |       | 36,056                |       | 40,000                |       |
| Depreciation                  |       | 3,000                 |       | 3,465                 |       |
| Travel  and entertainment     |       | 14,696                |       | 27,942                |       |
| Other                         |       | 5,696                 |       | 7,120                 |       |
|                          |       |                  |       |                  |       |
| Total  operating expenses     |       | 220,269               |       | 217,289               |       |
|                          |       |                  |       |                  |       |
| Operating  loss               |       | (213,941              | )          | (217,289              | )          |
|                          |       |                  |       |                  |       |
| Other  income (expense):      |       |                  |       |                  |       |
| Interest  income              |       | 1,250                 |       | —                |       |
| Interest  expense             |       | (12,938               | )          | (6,945                | )          |
|                          |       |                  |       |                  |       |
| Total  other income (expense) |       | (11,688               | )          | (6,945                | )          |
|                          |       |                  |       |                  |       |
| Loss  before income taxes     |       | (225,629              | )          | (224,234              | )          |
|                          |       |                  |       |                  |       |
| Provision  for income taxes   |       | —                |       | —                |       |
|                          |       |                  |       |                  |       |
| Net  loss                     |       | $                     | (225,629   | )                     | $          | (224,234 | ) |
|                          |       |                  |       |                  |       |
| Net  loss per share           |       | $                     | (.01       | )                     | $          | (.01 | ) |

 

The accompanyingnotes are an integral part of the financial statements.

 

3

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| ** **                        | ** ** | ** **            | ** ** | ** **            | ** ** | **For the Period**     | ** ** |
|-----------------------------------|------------|-----------------------|------------|-----------------------|------------|------------------------|------------|
| ** **                        | ** ** | **For the**           | ** ** | **For the**           | ** ** | **March 3, 2000** | ** ** |
| ** **                        | ** ** | **Nine Months**       | ** ** | **Nine Months**       | ** ** | **(Inception)**        | ** ** |
| ** **                        | ** ** | **Ended**             | ** ** | **Ended**             | ** ** | **Through**            | ** ** |
| ** **                        | ** ** | **November 30,** | ** ** | **November 30,** | ** ** | **November 30,**  | ** ** |
| ** **                        | ** ** | **2004**              | ** ** | **2003**              | ** ** | **2004**               | ** ** |
| Revenues,  net                    |       | $                     | 135,000    |                  | $          | —                 |       | $ | 135,000 |   |
| Cost  of film development         |       | 58,672                |       | —                |       | 58,672                 |       |
| Gross  profit                     |       | 76,328                |       | —                |       | 76,328                 |       |
|                              |       |                  |       |                  |       |                   |       |
| Operating  Expenses:              |       |                  |       |                  |       |                   |       |
| Advertising  and promotion        |       | 22,545                |       | 217                   |       | 39,700                 |       |
| Auto  expenses                    |       | 18,193                |       | 27,815                |       | 57,190                 |       |
| Insurance                         |       | 6,765                 |       | —                |       | 17,326                 |       |
| Professional  fees                |       | 120,086               |       | 22,115                |       | 190,309                |       |
| Investor  relations               |       | 20,000                |       | —                |       | 20,000                 |       |
| Listing  fees                     |       | 5,500                 |       | —                |       | 5,500                  |       |
| Office  expenses                  |       | 6,764                 |       | 13,411                |       | 76,620                 |       |
| Rent                              |       | 8,354                 |       | 9,900                 |       | 36,724                 |       |
| Salaries                          |       | 377,727               |       | 282,500               |       | 1,103,206              |       |
| Payroll  taxes                    |       | 26,327                |       | 13,334                |       | 55,432                 |       |
| Telephone  and utilities          |       | 13,010                |       | 6,002                 |       | 39,679                 |       |
| Consulting  costs                 |       | 32,680                |       | 42,019                |       | 239,164                |       |
| Web  site development costs       |       | 40,741                |       | 40,000                |       | 277,485                |       |
| Depreciation                      |       | 9,000                 |       | 11,150                |       | 51,510                 |       |
| Travel  and entertainment         |       | 107,181               |       | 71,988                |       | 284,332                |       |
| Other                             |       | 18,211                |       | 14,448                |       | 76,976                 |       |
| Total  operating expenses         |       | 833,084               |       | 554,899               |       | 2,571,153              |       |
| Operating  loss                   |       | (756,756              | )          | (554,899              | )          | (2,494,825             | )          |
|                              |       |                  |       |                  |       |                   |       |
| Other  income (expense):          |       |                  |       |                  |       |                   |       |
| Loss  on disposal of fixed assets |       | —                |       | —                |       | (6,901                 | )          |
| Interest  income                  |       | 3,750                 |       | —                |       | 5,385                  |       |
| Interest  expense                 |       | (29,805               | )          | (25,078               | )          | (126,983               | )          |
| Total  other income (expense)     |       | (26,055               | )          | (25,078               | )          | (128,499               | )          |
|                              |       |                  |       |                  |       |                   |       |
| Loss  before income taxes         |       | (782,811              | )          | (579,977              | )          | (2,623,324             | )          |
|                              |       |                  |       |                  |       |                   |       |
| Provision  for income taxes       |       | 1,700                 |       | —                |       | 5,700                  |       |
|                              |       |                  |       |                  |       |                   |       |
| Net  loss                         |       | $                     | (784,511   | )                     | $          | (579,977               | )          | $ | (2,629,024 | ) |
|                              |       |                  |       |                  |       |                   |       |
| Net  loss per share               |       | $                     | (.03       | )                     | $          | (.05                   | )          | $ | (.25 | ) |

 

The accompanyingnotes are an integral part of the financial statements.

 

4

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PUBLIC MEDIAWORKS, INC. AND SUBSIDIARY(A Development Stage Company)(Formerly Burnam Management, Inc.)

 

CONSOLIDATED STATEMENTSOF CASH FLOWS

 
| ** **                                                                   | ** ** | **For the  Nine Months  Ended  November 30,  2004** | ** ** | **For the  Nine Months  Ended  November 30,  2003** | ** ** | **For the Period  March 3, 2000  (Inception)  Through  November 30,  2004** | ** ** |
|------------------------------------------------------------------------------|------------|----------------------------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------------------------------------|------------|
| Cash  flows from operating activities:                                       |       |                                                     |       |                                                     |       |                                                                                  |       |
| Net  loss                                                                    |       | $                                                        | (784,511   | )                                                        | $          | (579,977                                                                              | )          | $ | (2,629,024 | ) |
|                                                                         |       |                                                     |       |                                                     |       |                                                                                  |       |
| Adjustments  to reconcile net loss to cash provided by operating activities: |       |                                                     |       |                                                     |       |                                                                                  |       |
| Expenses  paid directly by related party creditors                           |       | —                                                   |       | 17,324                                                   |       | 84,040                                                                                |       |
| Loss  on disposal of fixed assets                                            |       | —                                                   |       | —                                                   |       | 6,901                                                                                 |       |
| Depreciation                                                                 |       | 9,000                                                    |       | 11,150                                                   |       | 51,510                                                                                |       |
| Contributions  from stockholders                                             |       | —                                                   |       | 210                                                      |       | 55,515                                                                                |       |
| Common  stock issued for services                                            |       | —                                                   |       | —                                                   |       | 318,000                                                                               |       |
| Decrease  in shareholder receivable                                          |       | 65,000                                                   |       | —                                                   |       | —                                                                                |       |
| Increase  in accounts receivable                                             |       | (1,800                                                   | )          | —                                                   |       | (1,800                                                                                | )          |
| Increase  in prepaid expenses and interest receivable                        |       | (2,596                                                   | )          | (2,816                                                   | )          | (4,736                                                                                | )          |
| Increase  in accounts payable and accrued expenses                           |       | 152,960                                                  |       | 25,850                                                   |       | 313,978                                                                               |       |
|                                                                         |       |                                                     |       |                                                     |       |                                                                                  |       |
| Net  cash used by operating activities:                                      |       | (561,947                                                 | )          | (528,259                                                 | )          | (1,805,616                                                                            | )          |
|                                                                         |       |                                                     |       |                                                     |       |                                                                                  |       |
| Cash  flows from investing activities:                                       |       |                                                     |       |                                                     |       |                                                                                  |       |
| Cash  loaned to related party                                                |       | —                                                   |       | (13,709                                                  | )          | (125,000                                                                              | )          |
| Purchase  of property and equipment                                          |       | (393                                                     | )          | (17,742                                                  | )          | (86,051                                                                               | )          |
| Film  development costs capitalized                                          |       | (2,500                                                   | )          | —                                                   |       | (8,000                                                                                | )          |
|                                                                         |       |                                                     |       |                                                     |       |                                                                                  |       |
| Net  cash used by investing activities                                       |       | $                                                        | (2,893     | )                                                        | $          | (31,451                                                                               | )          | $ | (219,051 | ) |

 

The accompanyingnotes are an integral part of the financial statements.

 

5

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|                                       | ** ** | ** ** | **For the  Nine Months  Ended  November 30,  2004** | ** ** | **For the  Nine Months  Ended  November 30,  2003** | ** ** | **For the Period  March 3, 2000  (Inception)  Through  November 30,  2004** | ** ** |
|--------------------------------------------|------------|------------|----------------------------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------------------------------------|------------|
| Cash  flows from financing activities:     |       |       |                                                     |       |                                                     |       |                                                                                  |
| Issuance  of common stock                  |       | $          | 155,000                                                  |       | $                                                        | 635,000    |                                                                                  | $          | 1,166,500 |   |
| Cash  contributed by stockholders          |       | —     |                                                     | 2,000      |                                                     | 117,390    |                                                                                  |
| Proceeds  from related party borrowings    |       | 50,000     |                                                     | —     |                                                     | 443,137    |                                                                                  |
| Proceeds  from short-term borrowings       |       | 349,000    |                                                     | —     |                                                     | 349,000    |                                                                                  |
| Repayment  of related party borrowings     |       | —     |                                                     | (50,000    | )                                                        | (50,000    | )                                                                                     |
|                                       |       |       |                                                     |       |                                                     |       |                                                                                  |
| Net  cash provided by financing activities |       | 554,000    |                                                     | 587,000    |                                                     | 2,026,027  |                                                                                  |
|                                       |       |       |                                                     |       |                                                     |       |                                                                                  |
| Net  increase (decrease) in cash           |       | (10,840    | )                                                        | 27,290     |                                                     | 1,360      |                                                                                  |
|                                       |       |       |                                                     |       |                                                     |       |                                                                                  |
| Cash,  beginning of period                 |       | 12,200     |                                                     | —     |                                                     | —     |                                                                                  |
|                                       |       |       |                                                     |       |                                                     |       |                                                                                  |
| Cash,  end of period                       |       | $          | 1,360                                                    |       | $                                                        | 27,290     |                                                                                  | $          | 1,360 |   |
|                                       |       |       |                                                     |       |                                                     |       |                                                                                  |
| Interest  paid                             |       | $          | —                                                   |       | $                                                        | 145        |                                                                                  | $          | 1,879 |   |
|                                       |       |       |                                                     |       |                                                     |       |                                                                                  |
| Income  taxes paid                         |       | $          | 4,100                                                    |       | $                                                        | 1,600      |                                                                                  | $          | 5,700 |   |
|                                            |            |            |                                                          |            |                                                          |            |                                                                                       |            |  |  |  |

 

The accompanyingnotes are an integral part of the financial statements.

 

6

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PUBLIC MEDIAWORKS, INC. AND SUBSIDIARY(A Development Stage Company)(Formerly Burnam Management, Inc.)

 

NOTES TOCONSOLIDATED FINANCIAL STATEMENTS

 

1.                                       Summaryof Business and Significant Accounting Policies

 

a.                                       Summaryof Business

 

Burnam Management, Inc.was incorporated under the laws of the State of Delaware on March 3, 2000.The Company was formed to seek business opportunities. On August 30, 2003,the Company entered into a share exchange agreement with Public Media Works,Inc., a private company formed to pursue opportunities in the film/TV andentertainment industry. The Company plans to utilize the concept of interactivemarketing. Interactive marketing is a new method to market, promote and producefilms. The new marketing method will pre sell product placement in films tohelp fund production costs in the initial stages. The share exchange agreementis essentially a reverse merger with Public Media Works, Inc., the survivingcompany. The Company’s name has been changed to Public Media Works, Inc.

 

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

 

b.                                      Principlesof Consolidation

 

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

 

c.                                       CashFlows

 

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

 

d.                                      Propertyand Equipment

 

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

 

7

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e.                                       RevenueRecognition

 

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

 

1.               Persuasiveevidence of a sale or licensing arrangement with a customer exists.

 

2.               Thefilm is complete and, in accordance with the terms of the arrangement, has beendelivered or is available for immediate and unconditional delivery.

 

3.               Thelicense period of the arrangement has begun and the customer can begin itsexploitation, exhibition, or sale.

 

4.               Thearrangement fee is fixed or determinable.

 

5.               Collectionof the arrangement fee is reasonably assured.

 

f.                                         NetLoss Per Share

 

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

 

g.                                      Useof Estimates

 

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

 

2.                                       Revenues

 

For the nine months ended November 30,2004, the Company has recognized $135,000 of revenue. $50,000 was earned forwriting a movie script in March 2004 called “Over the Hedge”. $75,000 wasearned for producing a pilot for a potential television reality show. $10,000was earned in producing a film called the “Car Pool Guy”.

 

8

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3.                                       NoteReceivable, Related Party

 

On December 19,2003, the Company loaned $125,000 to Old Tucson Corporation, a company owned bya stockholder of Public Media Works, Inc. The note receivable matures on June 20,2004 and bears interest at 4%. The Company is currently in the process ofnegotiating an extension of the note. The note is secured by the stockholder’sstock in Public Media Works, Inc. Interest income related to the note was$3,750 and $986 for the nine months ended November 30, 2004 and year endedFebruary 29, 2004, respectively.

 

4.                                       FilmDevelopment Costs

 

At November 30, 2004and February 29, 2004, the Company has capitalized $8,000 and $5,500,respectively, for the purchase of two original screenplays. The Company intendsto develop the screenplays into feature films within the next three years.

 

5.                                       NotesPayable, Stockholders

 

The Company has notespayable with two stockholders. The balance at November 30, 2004 and February 29,2004 was $427,176. The notes are unsecured and due on demand. Interest is beingcharged at 8% on $340,000. The remaining amount is non-interest bearing.

 

6.                                       NotesPayable

 

At November 30,2004, the Company has notes payable with three individuals totaling $349,000.The notes are unsecured and interest is being charged at 6%. One note for$225,000 is due June 1, 2005, one note for $100,000 is due February 15,2005, and the last note for $24,000 is due October 1, 2005.

 

7.                                       RelatedParty Line of Credit

 

On August 18, 2004,the Company obtained a $250,000 unsecured line of credit with MainasDevelopment Corporation (a company owned by a shareholder of Public MediaWorks, Inc.) to be drawn down upon as needed, with an interest rate of 9%. Theline of credit expires on August 17, 2005. At November 30, 2004, theoutstanding balance is $50,000. Subsequent to November 30, 2004, anadditional $37,500 was drawn down by the Company for working capital needs.

 

9

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8.                                       Issuanceof Common Stock

 

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

 

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

 

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

 

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

 

9.                                       StockOptions and Warrants

 

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

 

10.                                 IncomeTaxes

 

The Company has had notaxable income under Federal or State tax laws. A state minimum tax of $1,700and $-0- has been reported in the statement of operations for the periods endedNovember 30, 2004 and 2003, respectively. The Company has loss carryforwards totaling $1,309,049 that may be offset against future federal incometaxes. If not used, the carry forwards will expire between 2020 and 2023. Dueto the Company being in the development stage and incurring net operatinglosses, a valuation allowance has been provided to reduce the deferred taxassets from the net operating losses to zero. Therefore, there are no taxbenefits recognized in the accompanying statement of operations.

 

10

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11.                                 OperatingDeficits

 

As shown in theaccompanying financial statements, the Company incurred a net loss of $784,511during the nine months ended November 30, 2004 and accumulated losses of$2,629,024 since opening for business in 2000. The Company’s currentliabilities exceed its current assets by $1,007,258 at November 30, 2004.These factors create an uncertainty as to the Company’s ability to continue asa going concern. The ability of the Company to continue as a going concern isdependent upon the success of raising additional capital through the issuanceof common stock and the ability to generate operating revenue. The financialstatements do not include any adjustments that might be necessary should theCompany be unable to continue as a going concern.

 

11

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

 

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

 

***Plan ofOperation***

 

Public Media Works, Inc.was a privately-held company until August 30, 2003.  In order to maintain clarity, references toPublic Media Works prior to the reverse merger effected August 30, 2003 will beindicated as “PMW.”  References to “PublicMedia Works, Inc.,” “Public Media,” “the Company,” etc. collectively refer tothe Company immediately following the merger and currently.  All references to fiscal quarters and fiscalyears refer to the Company’s fiscal quarters and fiscal years, based upon itsfiscal year end of February 28 or 29.

 

Costs and Expenses

 

From PMW’s inception onMay 15, 2000 through the end of the fiscal quarter ended November 30, 2004, theCompany has funded the development of its products, including the developmentof its virtual studio and main website, through the issuance of common stock inexchange for cash and services, as well as through unsecured notes payable tostockholders.  As of December 15, 2004,the Company had 25,512,500 shares of common stock issued and outstanding,15,000,000 shares of which were issued in exchange for services by the Company’smanagement team.  The Company alsoentered into an unsecured promissory note with George Mainas, a shareholder, onAugust 30, 2000 for $340,000, bearing interest at 8% and is payable ondemand.  As of December 15, 2004, theCompany had an outstanding balance of $456,832, including accruedinterest.  The proceeds of this note wereused for general working capital.  Mr.Mainas has also agreed to pay various, unclassified business expenses from timeto time on behalf of the Company, for which the Company agreed to reimburse himas soon as practicable. On December 31, 2003, the Company memorialized thisagreement, including terms indicating that any expenses so paid would bear nointerest, and would be payable on demand to Mr. Mainas.  The outstanding balance as of December 15,2004 was $70,460.   The Company has alsoentered into a third unwritten, unsecured promissory note with DenisShusterman, a shareholder, in May 2002 in exchange for payment of $16,715 ingeneral and administrative expenses. This note is payable upon demand and bears no interest.  As of December 15, 2004, the outstandingbalance was $16,715.

 

On June 1, 2004, theCompany entered into a note for $225,000, bearing interest at 6%, and maturingon June 1, 2005.  The lender was MikeWittlin, an employee, and the proceeds of this note were used for generalworking capital.   As of December 15, 2004, the outstandingbalance was $232,008, including accrued interest.

 

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

 

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unaffiliated thirdparty.  The principal balance of thisnote was $100,000, bearing interest at 6%, and maturing on February 15,2005.  The proceeds of this note wereused for general working capital.  OnDecember 15, 2004, the outstanding balance was $101,947, including accruedinterest.

 

On October 1, 2004, theCompany entered into an unsecured promissory note with Eric and SharonPearlman, an unaffiliated third party. The principal balance of this note was $24,000, bearing interest at 6%,and maturing on October 1, 2005.  Theproceeds of this note were used for general working capital.  On December 15, 2004, the outstanding balancewas $24,300, including accrued interest.

 

The Company had a netloss of $784,511 for the nine-month period ended November 30, 2004, a net lossof $225,629 three-month period ended November 30, 2004, and from March 3, 2000(inception of Burnam) through November 30, 2004, the Company reported acumulative net loss of $2,629,024.

 

The development of theCompany’s main website virtual studio was conducted in conjunction with twocompanies: New Media Dimensions, Inc. and MMT Solutions.  On August 25, 2000, the Company entered intoan agreement with MMT Solutions to begin the basic development of the virtualstudio based upon the Company’s internally developed architecture, in exchangefor two payments of $115,000, the first of which was made on September 6,2000.  The development was not completedaccording to the terms of the Company’s agreement, and the Company terminatedthe agreement in November 2000, with no further payment to MMT.  The Company executed a letter of terminationand release on June 2, 2003, and no further claims or obligations exist on thepart of either party.  On August 8, 2003,the Company entered into an agreement with New Media Dimensions to complete thedevelopment of the Company’s virtual studio and the Company’s main website, andto act as host and server for the Company’s virtual studio and website.  The development of the virtual studio andmain website, as well as software development, was completed January 1, 2004,for which New Media Dimensions received $70,000.  New Media Dimensions also received anadditional $7,732 for the purchase of two Pentium-based server hosts andhardware.

 

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

 

On September 22, 2003,the Company entered into an agreement with Charles Sherman Public Relations toengage and manage public relations and the Company’s publicity needs. TheCompany has retained this firm on a monthly basis, for a fee of $2,000 permonth.  This agreement may be terminatedby either party upon 30-day notice.

 

The Company’s generalmonthly expenses are approximately $109,000. These expenses include the following: (1) rental and maintenance for its offices, which are approximately$4,000 per month, and (2) operating expenses which are approximately $105,000in the aggregate, and include: salaries and travel reimbursement, approximately $10,000 per month for thecontinued maintenance and development its website and virtual studio, as wellas the costs of its current offering. The Company notes that its previous expenditures also included theone-time expense of $115,000 representing its initial web developmentcosts.  The Company continues to expenseits web development costs, which were $282,485

 

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inthe aggregate as of December 15, 2004, including the initial costs.  The Company believes this estimation isappropriate on a going-forward basis. The Company notes that its officers and directors verbally agreed toreduce the Company’s current expenditures by refusing salaries from September1, 2004 until January 12, 2005.  Theunpaid salaries accrued without interest, and will be repaid in fourth quarterof this fiscal year.

 

Revenue

 

The following projectsare in progress, and expect to be the Company’s primary sources of revenue ofthe next twelve months.  To the extentthat the Company has estimated budgeting and production dates, the timing andamounts indicated may be subject to change.

 

On February 27, 2004 theCompany entered into an agreement with Behind the Hedge Productions, Inc., anunaffiliated production company, to develop a budgeted script and treatment fora feature-length film in exchange for $50,000. $25,000 of this fee was receivedon March 1, 2004, as an advance payment for the Company’s scriptdevelopment.  The budgeted script andtreatment to Behind the Hedge Productions was accepted on May 24, 2004, and theremaining $25,000 was received on that same date.  The script was developed internally, withoutadditional fee to an independent screenwriter. As the Company prepared this script development under contract, theCompany currently does not have any ownership position in the script or in anyrevenue generated by the produced film. The Company originally anticipated entering into a production agreementwith Over the Hedge by August 30, 2004, with filming to be completed on locationin Palm Beach, Florida.  However, due tothe adverse weather conditions in South Florida for the past several months,the Company was unable to begin production on this film.  A restricted period commonly referred to as “thesocial season” began for the Company’s proposed filming area on November 15,2004, and no production permits will be granted by the city until its close onMarch 31, 2005.  Accordingly, the Companydoes not yet have an agreement to produce this film, and, in any event, doesnot anticipate beginning production on this film until the first quarter of2005.  The Company has revised itsproduction schedule, including final production agreement and shootingschedule, to reflect current conditions, replacing “Carpool Guy” for “Over theHedge” in the production schedule as described herein.  The Company expects the terms of thisagreement to have a budget of approximately $450,000, and will grant PublicMedia some degree of equity ownership in exchange for a reduction of the Company’sproduction fee.  If the Company entersinto this agreement, the Company intends to use an outsourced productionstudio, and anticipates realizing revenue from the Company’s producers’ feeupon commencing production.  If theCompany gains some level of equity ownership in the project, the Company wouldrealize any additional revenue in an amount and at a time which will be subjectto any distribution agreement in effect with respect to this film.  The Company does not require any additionalfinancing with respect to this project, as the Company does not owe anyadditional funds to complete the script development, and any costs paid withrespect to the production of the film will be financed by Behind the HedgeProductions.

 

On September 11, 2003,the Company retained a screenwriter for $4,000 to draft the script for “CarpoolGuy,” and received a completed first draft in February 2004.  Due to location conditions associated withthe Company’s “Over the Hedge” production, on October 1, 2004, described above,the Company determined that it would be beneficial to replace “Over the Hedge”with “Carpool Guy” on the Company’s production schedule.  Accordingly, on October 6, 2004, the Companycompleted its proposed budget and shooting schedule based upon a total budget of$300,000, which was secured on October 15, 2004.  Pursuant to the terms of the agreement, theCompany’s financing partner, Carpool Guy Partners, LLC, owns 55% of the finalproduction, and the Company owns 45%.  Asthe Company was required to conduct a complex

 

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financing arrangementduring the course of filing a public offering, it had limited financing optionsand was unable to extend its pool of potential financial sources.  Accordingly, two of the principals of CarpoolGuy Partners, LLC are Mr. Thomas Szabo, the Company’s Chief Executive Officer,and Mr. Mike Wittlin, an employee, each of whom owns 33% of the LLC.  The Company conducted pre-production of “CarpoolGuy,” including development and casting,in the third quarter of 2004, commenced production on November 20, 2004, andanticipates completing production in February 2005.  The Company anticipates this film beingavailable for distribution during the second quarter of 2005, and does not havea predetermined venue of distribution as of the time of this filing.

 

On October 10, 2003, the Company entered into aco-production agreement with Stone-Stanley Productions to develop and sell the celebritygolf television production “The Ultimate 18.” The Company and Stone-Stanley have been approaching actors, golfcelebrities and sponsors for involvement in the show, according to the terms ofthe Company’s option agreement with Stone-Stanley.  As creators of the show, the Company owns100% of the concept for this show. However, in order to develop and produce this show, the Company granted100% of its ownership to Stone-Stanley for a period of six months, whichexpired in April 2004 and was extended until November 2004. ShouldStone-Stanley execute a production agreement with a network to produce andbroadcast the show before the ownership grant expires, the Company will receive50% ownership of the revenue generated by the produced and broadcast show.  Messrs. Szabo, Bernsen and Edwardes will beexecutive producers for “The Ultimate 18,” although none will receiveadditional compensation for this work. Over the summer of 2004, the partnership of Stone-Stanley Productionswas amicably dissolved.  The Company’sproduction is currently being delayed until all affairs of the partnership aresettled.  The Company has no productionagreements at the time of filing.  Oncesuch an agreement is completed, the Company anticipates completing casting andbeginning production shortly thereafter, at which point the Company willreceive 50% of the revenue paid by the purchasing network, with the Company’sproduction partner receiving the other 50%. As television networks are billed in advance of production, the Companydoes not anticipate additional financing requirements for this project.  Once the Company enters into an agreementwith a network, the Company estimates that production will concludeapproximately 90 days following the date of such agreement.

 

The Company has completed the script and has attached the actors underformal letters of intent for the film “3 Day Test.”  The Company entered into pre-production for itsfeature-length film “3 Day Test” in the third quarter of 2004, and intends tobegin filming in April 2005 and end filming in June 2005.  “3 Day Test” is wholly owned by the Company,and will require $1 million of additional financing in the fourth quarter of2004, and $1.5 million of additional financing in the first quarter of2005.  The Company intends to financethis project through the following methods, in order of priority:  (1) corporate sponsorship and productplacement in the film, (2) pre-sales of the film through the virtual studio andforeign sales, (3) debt or equity financing in the film itself, and (4) debt orequity financing in the Company.  TheCompany does not have any agreements regarding sources for this financing atthe time of this filing.  The Companywill not proceed with this project until it has secured the additionalfinancing.  The Company has 100%ownership of this film, and, once funded, anticipates generating revenuethrough Public Media’s producers’ fee, as well as the Company’s portion ofbox-office sales, retail sales, and sponsorship via the Company’s virtualstudio.

 

On February 5, 2004, the Company entered into a five-year agreementwith the American Basketball Association (ABA) to develop all filmed anddigital entertainment products.  This includes movies, video games andtelevision shows, among other things. The first of these projects will be the film “The Action,” which wastentatively titled “The Shock” at the time of the agreement.  The Company contracted a

 

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screenwriter to draft the script for $4,000,and received the first full draft in April 2004.  The Company has begun developing the projectby casting actors, identifying locations and commencing the budgeting andscheduling process.  The Companyand the ABA have agreed to an estimated budget of $8 – 10 million for “TheAction,” which all parties have agreed will be funded by the ABA or itsaffiliated parties on or prior to June 30, 2005 in order to commence productionin the fourth quarter of 2005.  TheCompany has secured a letter of intent with Dennis Rodman, and is in theprocess of securing additional talent for the film.  The Company intends to use an outsourcedproduction studio.  The Company has 100%ownership in this film, and may present the film to Regent Entertainment, Inc.pursuant to the terms of the Company’s distribution agreement, described herein,or may seek distribution through a major studio. On June 11, 2004, the Company submitted its proposed budget to the ABAbased upon a total budget of $9.9 million. Upon orchestration of the funding by ABA or its affiliates, both theCompany and the ABA will jointly form a limited liability company for thepurpose of funding and producing this film, the ownership of which will held byPublic Media (90%) and the ABA (10%). The project will then be funded by agroup of investors, which has not been identified as of the date of filing thisreport.  Upon receipt of funding, theinvesting group will receive 50% of the equity interest in the limitedliability company, the ABA will retain their 10%, which is non-dilutable, andthe Company will retain the remaining 40% interest in the limited liabilitycompany.

 

Inaddition, the ABA has granted the Company a license to be the exclusiveproducer of all filmed and digital entertainment products, fact or fiction, toinclude motion picture, documentary, TV series, special features and electronicgames until February 5, 2009, for which the Company will pay the ABA 10% of anyrevenues received.  In addition, theCompany may extend its sponsorship into the ABA as a league, rather than thisone specific movie, for which the Company will receive a fee of 30% of anyfunds or “in-kind” products that it brings to the ABA.  Moreover, in exchange for a license fee $100,the Company has the right to create an ABA league team based upon the fictionalteam created in “The Action.”

 

On February 9, 2004, the Company entered into a distribution agreementwith Regent Entertainment, Inc. to distribute three of its films to theatersand/or in retail form (such as DVD or VHS videocassette) worldwide, each ofwhich must have a production budget over $1 million.  For each proposed film that is accepted fordistribution, Regent must secure pre-sold revenues in varying amounts fromvarious European territories. For each film distributed in this manner, theCompany agrees to pay a fee equal to 25% of its gross revenues for each film,as well as marketing expenses up to $100,000 per film.  This agreement expires in December 31, 2005.Although the Company has not yet formally presented any films for distribution,the Company anticipates presenting one or more films for distribution in thenext six months.

 

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

 

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provision is in effect for the duration of the agreement.  This agreement expires August 20, 2005, andis self-renewing unless terminated by either party.  The Company does not have any televisionprograms scheduled for production or pre-production in the next twelve months thatit anticipates presenting to OBN for distribution.

 

On August 17, 2004, theCompany entered into a joint venture agreement with Neon DVD, Inc. and FamilianProductions, LLC.  Pursuant to theagreement, the Company and the other two parties formed NFPMW, LLC for thepurpose of developing, producing and distributing the half-hour pilot for “Reveal,”a reality-based competition show.   Pursuant to the terms of the agreement, inexchange for the Company’s production services, the Company received aproduction fee of $75,000 and 25% interest in NFPMW and the production.  The Company received $20,000 in revenue on August26, 2004, and received the remaining $55,000 on or about November 19, 2004.  The Company completed post-production, anddelivered the final product to NFPMW on or about December 6, 2004.  NFPMW will market the production to varioustraditional television sources, including television and cable networks, bothdomestically and internationally.  IfNFPMW finds a market for the production, it may enter into agreements regardingthe production of future shows, which Public Media may or may not becommissioned to produce.

 

Liquidity

 

Based upon the costs and expenses indicated above, the Companycurrently has cash on hand, including amounts available but not yet drawn onthe Company’s letter of credit, described below, to satisfy the Company’s totaloperating costs, continued development of the Company’s actual and potentialrevenue sources and the cost of its recently completed offering until January15, 2005.  On August 18, 2004, theCompany entered into an unsecured line of credit with Mainas DevelopmentCorporation, to which Mr. Mainas, a shareholder, serves as ManagingDirector.  The nonrevolving line ofcredit has a maximum draw-down of $250,000, bears interest of 9% annually, doesnot maintain an outstanding balance limitation, and expires on August 17,2005.  The proceeds of this line areanticipated to be used for general corporate purposes and working capital.  The outstanding balance on this account as ofDecember 15, 2004 was $88,831, including accrued interest.

 

The Company anticipates raising additional funds through one or all ofthe following methods: a revolving credit facility, debt, convertible debt, orthrough the future sale of equity.  TheCompany has not entered into any other agreements or discussions, preliminaryor otherwise, regarding any of these options. None of the Company’s agreements with production companies, actors ordistribution companies, including but not limited to letters of intent, requireadditional capital contributions other than as described herein.  Over the next twelve months, the Company doesnot anticipate significant changes in the number of the Company’s employees,nor does the Company anticipate the purchase or sale of any significantequipment.

 

The Company previously considered acquiring a production studio, andentered into a non-binding letter of intent on December 8, 2003 with Old TucsonCompany in Tucson, Arizona. Subsequently, four of Old Tucson Company’s shareholders invested in theCompany, each and in the aggregate holding less than 5% ownership in theCompany.  These shareholders, in theaggregate, represented a controlling interest in Old Tucson Company.  While beginning its due diligence, it came tothe Company’s attention that Old Tucson Company did not have enough liquidityto continue operations during the term of the Company’s diligence, and no otheravenues of immediate financing were available for Old Tucson Company.  While engaged in the letter of intent, theCompany’s management determined that the cessation of a prospective acquisition’soperations, including attendant issues regarding lost opportunities and costsassociated with restarting

 

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operations, was not in the best interests of the Company or its shareholders.Accordingly, on December 23, 2003, the Company loaned $125,000 to Old TucsonCompany for operations.  The note to OldTucson Company matured on June 20, 2004, and bears interest at 4%.  The outstanding balance on December 15, 2004was $129,944, including accrued interest.  The note is secured by all of the shareholders’ stock in theCompany.  As a result of the Company’smutual shareholders, the Company’s loan to Old Tucson Company may have beendeemed a loan to a related party. However, during the course of the Company’s due diligence, the Companyelected not to pursue this option, and the letter of intent expired unexercisedon January 15, 2004, although the note still remains an account receivable forthe Company.  The Company does notcurrently have any affiliation with any of the four shareholders or Old TucsonCompany, although the shareholders still retain their equity interest in theCompany.  The Company is currently innegotiations with Old Tucson to extend the term of this note.

 

As of December 15, 2004, the Company had a current cash balance of $7,000.

 

***Off-Balance SheetTransactions***

 

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

 

**Item 3. Controls and Procedures**

 

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

 

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

 

PART II - OTHERINFORMATION

 

**Item 1. Legal Proceedings.**

 

None.

 

**Item 2. Changes in Securities.**

 

None.

 

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**Item 3. Defaults Upon SeniorSecurities.**

 

None.

 

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

 

None.

 

**Item 5. Other Information.**

 

None.

 

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

 

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

 
| **Exhibit No.** | ** ** | **Description**                                                                                                            |
|-----------------|------------|----------------------------------------------------------------------------------------------------------------------------|
|            |       |                                                                                                                       |
| 2.1             |       | Share Exchange Agreement by and between Burnam  Management, Inc. and Public Media Works, Inc., dated August 30, 2003 (9)   |
| 3.1             |       | Certificate of Incorporation of Burnam Management,  Inc. (1)                                                               |
| 3.2             |       | Certificate of Amendment of Certificate of  Incorporation (2)                                                              |
| 3.3             |       | By-laws of Burnam Management, Inc. (1)                                                                                     |
| 3.4             |       | Amended By-laws of Public Media Works, Inc. (9)                                                                            |
| 4.1             |       | Form of Stock Certificate (5)                                                                                              |
| 5.1             |       | Opinion by David B. Stockard, Attorney at Law (5)                                                                          |
| 10.1            |       | Form of Letter of Intent for appearing talent (5)                                                                          |
| 10.2            |       | Writers Agreement by and between Public Media Works,  Inc. and Mr. Peter Soldinger, dated September 11, 2003 (5)           |
| 10.3            |       | Writers Agreement by and between Public Media Works,  Inc. and Mr. Peter Soldinger, dated February 3, 2004 (5)             |
| 10.4            |       | Distribution Agreement by and between Public Media  Works, Inc. and Regent Entertainment, Inc., dated February 9, 2004 (8) |
| 10.5            |       | Distribution Agreement by and between Public Media  Works, Inc. and OBN Holdings, Inc., dated February 20, 2004 (6)        |
| 10.6            |       | Agreement by and between Public Media Works, Inc.  and Stone-Stanley Productions, dated October 10, 2003 (6)               |
| 10.7            |       | Amendment to Agreement by and between Public Media  Works, Inc. and Stone-Stanley Productions, dated April 22, 2004 (6)    |
| 10.8            |       | Agency Representative Agreement by and between  Public Media Works, Inc. and U4oria, Inc., dated January 29, 2004 (6)      |
| 10.9            |       | Promissory Note by and between Public Media Works,  Inc. and Mr. George Mainas, dated August 30, 2000 (6)                  |
| 10.10           |       | Memorialized Agreement by and between Public Media  Works, Inc. and Mr. George Mainas, dated December 31, 2003 (5)         |
| 10.11           |       | Agreement by and between Public Media Works, Inc.  and Behind the Hedge Productions, dated February 27, 2004 (6)           |
| 10.12           |       | Agreement by and between Public Media Works, Inc.  and the American Basketball Association, dated February 5, 2004 (5)     |

 

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| 10.13 |   | Agreement by and between Public Media Works, Inc.  and MMT Solutions, dated August 25, 2000 (6)                                                            |
|-------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.14 |   | Letter of Termination and Release by and between  Public Media Works, Inc. and MMT Solutions, dated June 2, 2003 (6)                                       |
| 10.15 |   | Agreement by and between Public Media Works, Inc.  and New Media Dimensions, Inc., dated August 8, 2003 (6)                                                |
| 10.16 |   | Affiliation Agreement by and between Public Media  Works, Inc. and Amazon.com, Inc., dated May 14, 2002 (5)                                                |
| 10.17 |   | Affiliation Agreement by and between Public Media  Works, Inc. and Allposters.com, Inc., dated May 14, 2002 (5)                                            |
| 10.18 |   | Agreement by and between Public Media Works, Inc.  and Charles Sherman Public Relations, dated September 22, 2003 (6)                                      |
| 10.19 |   | Promissory Note by and between Public Media Works,  Inc. and Old Tucson Company, dated December 19, 2003 (6)                                               |
| 10.20 |   | Letter of Intent by and between Public Media Works,  Inc. and Old Tucson Company, dated December 8, 2003 (6)                                               |
| 10.21 |   | Agreement by and between Public Media Works, Inc.  and Mike Wittlin, dated June 1, 2004 (7)                                                                |
| 10.22 |   | Agreement and letter of credit by and between Public  Media Works, Inc. and George Mainas, dated August 18, 2004 (9)                                       |
| 10.23 |   | Agreement by and between Public Media Works, Inc.  and F. James McCarl, dated August 15, 2004 (10)                                                         |
| 10.24 |   | Joint Venture and Production Agreement by and  between Neon DVD, Inc., Public Media Works, Inc. and Familian Productions,  LLC, dated August 17, 2004 (10) |
| 10.25 |   | NFPMW, LLC Articles of Organization (11)                                                                                                                   |
| 10.26 |   | Exclusive Production Agreement by and between Public  Media Works, Inc. and Carpool Guy Partners, LLC dated October 15, 2004 (11)                          |
| 31.1  |   | Certification pursuant to Rule 13a-14(a)/15d-14(a)  of the Securities Exchange Act, as amended, by Chief Executive Officer                                 |
| 31.2  |   | Certification pursuant to Rule 13a-14(a)/15d-14(a)  of the Securities Exchange Act, as amended, by Chief Financial Officer                                 |
| 32.1  |   | Certification pursuant to 18 U.S.C. §1350 by Chief Executive Officer                                                                                  |
| 32.2  |   | Certification pursuant to 18 U.S.C. §1350 by Chief Financial Officer                                                                                  |

 

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| (1) | Incorporated by reference from the Company’s Form  10-SB, as filed on March 29, 2000 (File No.: 0-29901).                   |
|-----|----------------------------------------------------------------------------------------------------------------------------------|
| (2) | Incorporated by reference from the Company’s Form  8-K, as filed on September 8, 2003.                                      |
| (3) | [Intentionally omitted]                                                                                                          |
| (4) | [Intentionally omitted]                                                                                                          |
| (5) | Incorporated by reference from Amendment No. 1 to  the Company’s Form SB-2, as filed on May 4, 2004.                        |
| (6) | Incorporated by reference from Amendment No. 2 to  the Company’s Form SB-2, as filed June 29, 2004.                         |
| (7) | Incorporated by reference from Amendment No. 1 to  the Company’s quarterly report on Form 10-QSB, as filed August 25, 2004. |

 

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| (8)  | Schedules are incorporated by reference from  Amendment No. 2 to the Company’s Form SB-2, as filed June 29, 2004.                                  |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| (9)  | Incorporated by  reference from Amendment No. 3 to the Company’s Form SB-2, as filed September  1, 2004.                                           |
| (10) | Incorporated by  reference from the Company’s quarterly report on Form 10-QSB for the period  ended August 31, 2004, as filed on October 15, 2004. |
| (11) | Incorporated by  reference from Amendment No. 5 to the Company’s Form SB-2, as filed January  4, 2005.                                             |

 

 

(b)           Reportson Form 8-K

 

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

 

 

**SIGNATURES**

 

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

 
|                   | Public Media Works,  Inc. |                                  |
|------------------------|---------------------------|---------------------------------------|
|                   | (Registrant)              |
|                   |                      |
| Date: January 12, 2005 | /s/ Thomas A. Szabo       |                                  |
|                   | By:                       | Thomas A. Szabo                       |
|                   | Title:                    | Chief Executive Officer  and Chairman |
|                        |                           |                                       |  |

 

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