##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended August 31, 2007



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

For the transition period
to

Commission
File Number 0-29901

PUBLIC MEDIA WORKS, INC.

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



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

14759 Oxnard Street

Van Nuys, California 91411

(Address of principal executive offices)

818-904-9029

(Issuers telephone number,

including area code)



---

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

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

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

On October 15, 2007, the registrant had outstanding 2,141,130 shares of Common Stock, which is the registrants only class of common equity.

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



---



---

##### Table of Contents

Note Regarding Forward Looking Statements

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

The Company cautions readers not to place undue reliance on any such forward-looking statements, which
speak only as of the date made. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or
unanticipated events.

There can be no assurance that the Company will be able to raise sufficient capital to continue as a going concern.



2



---

##### Table of Contents

PUBLIC MEDIA WORKS, INC.

Form 10-QSB

For the Quarter Ended August 31, 2007



---

TABLE OF CONTENTS



---



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



3



---

##### Table of Contents

PART I



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

Public Media Works, Inc.

Condensed Consolidated Balance Sheets



|                                                                                                            |  |                 |            |   |                   |   |            |  
|----------------------------------------------------------------------------------------------------------- |  | --------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                                                                            |  | August 31, 2007 |            |   | February 28, 2007 |  
|                                                                                                            |  | (Unaudited)     |            |   |                   |  
|Assets                                                                                                      |  |                 |            |   |                   |   |            |  
|Current assets:                                                                                             |  |                 |            |   |                   |   |            |  
|Cash and cash equivalents                                                                                   |  | $               | 21,287     |   |                   | $ | 6,802      |  
|Prepaid expenses                                                                                            |  |                 | 3,200      |   |                   |   | 6,006      |  
|Loans to unconsolidated subsidiaries                                                                        |  |                 | 4,120      |   |                   |   |           |  
|                                                                                                            |  |                 |            |   |                   |   |            |  
|Total current assets                                                                                        |  |                 | 28,607     |   |                   |   | 12,808     |  
|Property and equipment, net                                                                                 |  |                 | 4,390      |   |                   |   | 5,890      |  
|                                                                                                            |  |                 |            |   |                   |   |            |  
|Other assets:                                                                                               |  |                 |            |   |                   |   |            |  
|Film development costs                                                                                      |  |                 | 343,581    |   |                   |   | 317,186    |  
|                                                                                                            |  |                 |            |   |                   |   |            |  
|Total other assets                                                                                          |  |                 | 343,581    |   |                   |   | 317,186    |  
|Total assets                                                                                                |  | $               | 376,578    |   |                   | $ | 335,884    |  
|                                                                                                            |  |                 |            |   |                   |   |            |  
|Liabilities and Stockholders Equity (Deficiency)                                                           |  |                 |            |   |                   |   |            |  
|Current liabilities:                                                                                        |  |                 |            |   |                   |   |            |  
|Accounts payable and accrued expenses                                                                       |  | $               | 82,385     |   |                   | $ | 141,215    |  
|Accrued interest, stockholders                                                                              |  |                 | 257,970    |   |                   |   | 225,834    |  
|Note payable                                                                                                |  |                 | 25,000     |   |                   |   |           |  
|Notes payable, stockholders                                                                                 |  |                 | 723,913    |   |                   |   | 693,117    |  
|Notes payable, line of credit, related party                                                                |  |                 | 182,622    |   |                   |   | 182,622    |  
|Related party advances                                                                                      |  |                 | 22,500     |   |                   |   | 17,000     |  
|Film participation interests                                                                                |  |                 | 120,000    |   |                   |   | 120,000    |  
|                                                                                                            |  |                 |            |   |                   |   |            |  
|Total current liabilities                                                                                   |  |                 | 1,414,390  |   |                   |   | 1,379,788  |  
|Stockholders equity (deficiency)                                                                           |  |                 |            |   |                   |   |            |  
|Capital stock$.0001 par value, 100,000,000 shares authorized 2,141,130 and 1,859,463 issued and outstanding |  |                 | 214        |   |                   |   | 186        |  
|Additional paid-in capital                                                                                  |  |                 | 3,118,452  |   |                   |   | 2,875,480  |  
|Accumulated deficit                                                                                         |  |                 | (4,156,478 | ) |                   |   | (3,919,570 | )
|                                                                                                            |  |                 |            |   |                   |   |            |  
|Total stockholders equity (deficiency)                                                                     |  |                 | (1,037,812 | ) |                   |   | (1,043,904 | )
|                                                                                                            |  |                 |            |   |                   |   |            |  
|Total liabilities and stockholders equity (deficiency)                                                     |  | $               | 376,578    |   |                   | $ | 335,884    |  
|                                                                                                            |  |                 |            |   |                   |   |            |  

See accompanying notes to consolidated financial statements.



4



---

##### Table of Contents

Public Media Works, Inc.

Condensed Consolidated Statement of Operations (Unaudited)



|                                                                 |  |                                   |           |   |                                   |   |           |  
|---------------------------------------------------------------- |  | --------------------------------- | --------- | - | --------------------------------- | - | --------- | -
|                                                                 |  | Three months endedAugust 31, 2007 |           |   | Three months endedAugust 31, 2006 |  
|Revenue                                                          |  | $                                 |          |   |                                   | $ |          |  
|                                                                 |  |                                   |           |   |                                   |   |           |  
|Expenses:                                                        |  |                                   |           |   |                                   |   |           |  
|Consulting services                                              |  |                                   | (1,250    | ) |                                   |   |          |  
|Depreciation                                                     |  |                                   | 750       |   |                                   |   | 2,500     |  
|Investor relations                                               |  |                                   |          |   |                                   |   |          |  
|Office expenses                                                  |  |                                   | 1,905     |   |                                   |   | 30        |  
|Miscellaneous                                                    |  |                                   | 2,655     |   |                                   |   | 636       |  
|Professional fees                                                |  |                                   | 34,230    |   |                                   |   | 22,674    |  
|Rent                                                             |  |                                   | 5,400     |   |                                   |   | 5,400     |  
|Salaries and related expenses                                    |  |                                   | 866       |   |                                   |   | 25,000    |  
|Telephone and utilities                                          |  |                                   | 2,251     |   |                                   |   | 1,652     |  
|Travel and entertainment                                         |  |                                   | 3,759     |   |                                   |   | 461       |  
|Web site development costs                                       |  |                                   |          |   |                                   |   | (2,175    | )
|                                                                 |  |                                   |           |   |                                   |   |           |  
|Total expenses                                                   |  |                                   | 50,566    |   |                                   |   | 56,178    |  
|                                                                 |  |                                   |           |   |                                   |   |           |  
|Loss from operations                                             |  |                                   | (50,566   | ) |                                   |   | (56,178   | )
|Other income (expense):                                          |  |                                   |           |   |                                   |   |           |  
|Interest expense                                                 |  |                                   | (14,893   | ) |                                   |   | (15,243   | )
|                                                                 |  |                                   |           |   |                                   |   |           |  
|Loss from continuing operations before income taxes              |  |                                   | (65,459   | ) |                                   |   | (71,421   | )
|Provision for income taxes                                       |  |                                   |          |   |                                   |   |          |  
|                                                                 |  |                                   |           |   |                                   |   |           |  
|Net Loss                                                         |  |                                   | (65,459   | ) |                                   |   | (71,421   | )
|                                                                 |  |                                   |           |   |                                   |   |           |  
|Earnings (loss) per share:                                       |  |                                   |           |   |                                   |   |           |  
|Loss, basic and diluted                                          |  | $                                 | (.03      | ) |                                   | $ | (.04      | )
|Weighted average number of shares outstanding, basic and diluted |  |                                   | 1,959,789 |   |                                   |   | 1,727,630 |  

See accompanying notes to consolidated financial statements.



5



---

##### Table of Contents

Public Media Works, Inc.

Condensed Consolidated Statement of Operations (Unaudited)



|                                                                 |  |                                 |           |   |                                  |   |           |  
|---------------------------------------------------------------- |  | ------------------------------- | --------- | - | -------------------------------- | - | --------- | -
|                                                                 |  | Six months endedAugust 31, 2007 |           |   | Six months ended August 31, 2006 |  
|Revenue                                                          |  | $                               |          |   |                                  | $ |          |  
|                                                                 |  |                                 |           |   |                                  |   |           |  
|Expenses:                                                        |  |                                 |           |   |                                  |   |           |  
|Advertising and Promotion                                        |  |                                 | 5,675     |   |                                  |   |          |  
|Consulting services                                              |  |                                 | 6,000     |   |                                  |   | 9,750     |  
|Depreciation                                                     |  |                                 | 1,500     |   |                                  |   | 5,000     |  
|Investor relations                                               |  |                                 | 78,000    |   |                                  |   |          |  
|Office expenses                                                  |  |                                 | 3,169     |   |                                  |   | 68        |  
|Miscellaneous                                                    |  |                                 | 5,010     |   |                                  |   | 2,703     |  
|Professional fees                                                |  |                                 | 77,861    |   |                                  |   | 46,179    |  
|Rent                                                             |  |                                 | 10,800    |   |                                  |   | 10,800    |  
|Salaries and related expenses                                    |  |                                 | 8,086     |   |                                  |   | 25,000    |  
|Telephone and utilities                                          |  |                                 | 3,851     |   |                                  |   | 5,255     |  
|Travel and entertainment                                         |  |                                 | 4,220     |   |                                  |   | 2,578     |  
|Web site development costs                                       |  |                                 | 1,000     |   |                                  |   | 14,381    |  
|                                                                 |  |                                 |           |   |                                  |   |           |  
|Total expenses                                                   |  |                                 | 205,172   |   |                                  |   | 121,714   |  
|                                                                 |  |                                 |           |   |                                  |   |           |  
|Loss from operations                                             |  |                                 | (205,172  | ) |                                  |   | (121,714  | )
|Other income (expense):                                          |  |                                 |           |   |                                  |   |           |  
|Interest expense                                                 |  |                                 | (30,136   | ) |                                  |   | (30,528   | )
|                                                                 |  |                                 |           |   |                                  |   |           |  
|Loss from continuing operations before income taxes              |  |                                 | (235,308  | ) |                                  |   | (152,242  | )
|Provision for income taxes                                       |  |                                 | 1,600     |   |                                  |   | 800       |  
|                                                                 |  |                                 |           |   |                                  |   |           |  
|Net Loss                                                         |  |                                 | (236,908  | ) |                                  |   | (153,042  | )
|                                                                 |  |                                 |           |   |                                  |   |           |  
|Earnings (loss) per share:                                       |  |                                 |           |   |                                  |   |           |  
|Loss, basic and diluted                                          |  | $                               | (.12      | ) |                                  | $ | (.09      | )
|Weighted average number of shares outstanding, basic and diluted |  |                                 | 1,934,925 |   |                                  |   | 1,637,658 |  

See accompanying notes to consolidated financial statements.



6



---

##### Table of Contents

Public Media Works, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)



|                                                                  |  |                                 |          |   |                                  |   |          |  
|----------------------------------------------------------------- |  | ------------------------------- | -------- | - | -------------------------------- | - | -------- | -
|                                                                  |  | Six months endedAugust 31, 2007 |          |   | Six months ended August 31, 2006 |  
|Cash provided by (used in):                                       |  |                                 |          |   |                                  |   |          |  
|Operations:                                                       |  |                                 |          |   |                                  |   |          |  
|Loss from Continuing Operations                                   |  | $                               | (236,908 | ) |                                  | $ | (153,042 | )
|Items not involving cash:                                         |  |                                 |          |   |                                  |   |          |  
|Depreciation                                                      |  |                                 | 1,500    |   |                                  |   | 5,000    |  
|Common stock issue for services and interest expense              |  |                                 | 78,000   |   |                                  |   | 34,750   |  
|Accounts payable and accrued expenses converted to notes payable  |  |                                 |         |   |                                  |   | 11,680   |  
|Change in non-cash operating working capital:                     |  |                                 |          |   |                                  |   |          |  
|Loans to unconsolidated subsidiaries                              |  |                                 | (4,120   | ) |                                  |   |         |  
|Accounts receivable                                               |  |                                 |         |   |                                  |   | 994      |  
|Prepaid expenses                                                  |  |                                 | 2,806    |   |                                  |   |         |  
|Accounts payable and accrued expenses                             |  |                                 | (26,694  | ) |                                  |   | (9,161   | )
|Increase in deferred revenue                                      |  |                                 |         |   |                                  |   | 2,500    |  
|                                                                  |  |                                 |          |   |                                  |   |          |  
|Cash flows (used in) operations                                   |  |                                 | (185,416 | ) |                                  |   | (107,279 | )
|Investments:                                                      |  |                                 |          |   |                                  |   |          |  
|Film development costs capitalized                                |  |                                 | (26,395  | ) |                                  |   |         |  
|                                                                  |  |                                 |          |   |                                  |   |          |  
|Cash flows (used in) investing activities                         |  |                                 | (26,395  | ) |                                  |   |         |  
|Financing:                                                        |  |                                 |          |   |                                  |   |          |  
|Issuance of common stock                                          |  |                                 | 165,000  |   |                                  |   | 50,000   |  
|Proceeds from note payable                                        |  |                                 | 25,000   |   |                                  |   |         |  
|Proceeds from related party borrowings                            |  |                                 | 42,296   |   |                                  |   | 59,975   |  
|Payment of related party borrowings                               |  |                                 | (12,000  | ) |                                  |   | (1,000   | )
|Proceeds from related party advances                              |  |                                 | 6,000    |   |                                  |   |         |  
|                                                                  |  |                                 |          |   |                                  |   |          |  
|Cash flows provided by financing activities                       |  |                                 | 226,296  |   |                                  |   | 108,975  |  
|                                                                  |  |                                 |          |   |                                  |   |          |  
|Net increase in cash and cash equivalents                         |  |                                 | 14,485   |   |                                  |   | 1,696    |  
|Cash and cash equivalents, beginning of period                    |  |                                 | 6,802    |   |                                  |   | 391      |  
|                                                                  |  |                                 |          |   |                                  |   |          |  
|Cash and cash equivalents, end of period                          |  | $                               | 21,287   |   |                                  | $ | 2,087    |  
|                                                                  |  |                                 |          |   |                                  |   |          |  
|Supplementary information:                                        |  |                                 |          |   |                                  |   |          |  
|Interest paid                                                     |  | $                               | 1,000    |   |                                  | $ |         |  
|Income taxes paid                                                 |  | $                               | 800      |   |                                  | $ | 800      |  
|Common shares issued to pay company expenses                      |  | $                               | 78,000   |   |                                  | $ | 34,750   |  
|Common shares issued to retire notes payable and accrued interest |  | $                               |         |   |                                  | $ | 261,834  |  
|Accounts payable and accrued expenses converted to note payable   |  | $                               |         |   |                                  | $ | 11,680   |  

See accompanying notes to consolidated financial statements.



7



---

##### Table of Contents

PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

a.
Summary of Business

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

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

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

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

b. Principles of Consolidation

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

c. Cash Flows

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

d. Accounts
Receivable

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

e. Advertising and Promotions

The Company expenses all advertising and promotion costs as incurred.

f. Property and Equipment

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

g. Revenue
Recognition

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

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

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

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

4. The arrangement fee is fixed or determinable.

5. Collection of the arrangement fee is reasonably assured.



8



---

##### Table of Contents

Notes to Consolidated Financial Statements  Continued

h. Net Loss Per Share

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

i. Use of Estimates

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

j. Fair Value of Financial Instruments

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

2. REVENUES

For the periods ended August 31, 2007 and 2006, the Company had no revenue.

3. FILM DEVELOPMENT COSTS

At August 31, 2007 and February 28, 2007, the Company has capitalized $343,581, and $317,186,
respectively for film development costs. In January 2007, the Company started production of a movie titled Donna On Demand and at August 31, 2007, $271,031 has been capitalized for the production of this movie. On September 6,
2005, the company purchased the rights to A Taste of History and Run N Gun for $62,500 from World Equities, LLC. A shareholder and director of the Company is also a member of World Equities, LLC. During 2004, the
Company paid $4,000 for a movie script called The Action. During the six months ending August 31, 2007, the Company paid $6,050 for development of the 3 Day Test and The Clown movie scripts.

4. INVESTMENT IN LIMITED LIABILITY COMPANIES

At August 31,
2007, the Company is a member of three LLCs, DOD LLC, 3 Day Test LLC and Dead Air LLC. The Company has made no capital contributions to 3 Day Test LLC and Dead Air LLC and had no income or loss to recognize from those LLCs. The Company owns
100% of 3 Day Test LLC and approximately 30% of Dead Air LLC (see note 5 regarding DOD LLC).

5. DOD, LLC (WHOLLY-OWNED SUBSIDIARY)

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

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

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

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



9



---

##### Table of Contents

Notes to Consolidated Financial Statements  Continued

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

45% to DOD, LLC or its assignees;

52% to the participation interests; and

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

6. PROPERTY AND
EQUIPMENT

Property and equipment comprises the following at August 31, 2007 and February 28, 2007:



|                                     |  |           |        |             |   |       
|------------------------------------ |  | --------- | ------ | ----------- | - | ------
|                                     |  | August 31 |        | February 28
|Furniture and leasehold improvements |  | $         | 2,554  |             | $ | 2,554 
|Computer and office equipment        |  |           | 36,190 |             |   | 36,190
|                                     |  |           |        |             |   |       
|                                     |  |           | 38,744 |             |   | 38,744
|Less: accumulated depreciation       |  |           | 34,354 |             |   | 32,854
|                                     |  |           |        |             |   |       
|Property and equipment, net          |  | $         | 4,390  |             | $ | 5,890 
|                                     |  |           |        |             |   |       

Depreciation expense for the six month periods ended August 31, 2007 and 2006 was $1,500 and $5,000,
respectively.

7. NOTE PAYABLE, LINE OF CREDIT, RELATED PARTY

On August 19, 2004, the Company obtained a $250,000 unsecured line of credit with Mainas Development Corporation (a company owned by a shareholder and director of Public Media Works, Inc.) to be drawn down upon as needed with an
interest rate of 9%. The line of credit expired on August 18, 2005. At August 31, 2007 and February 28, 2007, the outstanding balance is $182,622.

8. NOTE PAYABLE STOCKHOLDERS

Stockholder notes payable consist of the following at August 31, 2007 and February 28, 2007:



|                                                                                                                                                                    |  |           |         |             |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ------- | ----------- | - | -------
|                                                                                                                                                                    |  | August 31 |         | February 28
|Note payable to an individual, also a stockholder and director of the Company, interest is being charged at 8% on $340,000, the note is
unsecured and currently due |  | $         | 485,727 |             | $ | 465,727
|Note payable to an individual, also a stockholder of the Company, the note is unsecured, due on demand and non-interest
bearing                                     |  |           | 16,715  |             |   | 16,715 
|Notes payable to four individuals, also stockholders of the Company, interest is being charged at 6%, the notes are unsecured and due on
demand                     |  |           | 121,471 |             |   | 110,675
|Notes payable to an individual, also a stockholder of the Company, interest is being charged at 6%, the note is unsecured and due on demand                         |  |           | 100,000 |             |   | 100,000
|                                                                                                                                                                    |  |           |         |             |   |        
|                                                                                                                                                                    |  | $         | 723,913 |             | $ | 693,117
|                                                                                                                                                                    |  |           |         |             |   |        

9. NOTE PAYABLE

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



10



---

##### Table of Contents

Notes to Consolidated Financial Statements  Continued



|10. | ISSUANCE OF COMMON STOCK
|--- | ------------------------

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

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

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

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

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

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

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

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

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

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

11. STOCK OPTIONS

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

The compensation cost that has been charged against income for the stock options issued was $-0- for the quarter ending August 31, 2007 and the year ending
February 28, 2007.

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



11



---

##### Table of Contents

Notes to Consolidated Financial Statements  Continued



|                            |  |                              
|--------------------------- |  | -----------------------------
|                            |  | Quarter endingAugust 31, 2007
|Expected volatility         |  | .1%                          
|Weighted-average volatility |  | .1%                          
|Expected dividends          |  | 0%                           
|Expected terms (in years)   |  | 1-2                          
|Risk-free rate              |  | 3.5%-6%                      

A summary of option activity under the Plan as of August 31, 2007, and changes during the quarter ending
August 31, 2007 is presented below:



|                                 |  |                                 |  |                                           |      |      |     |                         |   |  
|-------------------------------- |  | ------------------------------- |  | ----------------------------------------- | ---- | ---- | --- | ----------------------- | - | -
|Options                          |  | Weighted-AverageExercise Shares |  | Weighted-AverageRemainingContractualPrice |      | Term |     | AggregateIntrinsicValue
|Outstanding at February 28, 2007 |  | 125,000                         |  | $                                         | 5.00 |      |     |                         |   |  
|Granted                          |  | -0-                             |  |                                           | -0-  |      |     |                         |   |  
|Exercised                        |  | -0-                             |  |                                           | -0-  |      |     |                         |   |  
|Forfeited or expired             |  | -0-                             |  |                                           | -0-  |      |     |                         |   |  
|                                 |  |                                 |  |                                           |      |      |     |                         |   |  
|Outstanding at August 31, 2007   |  | 125,000                         |  | $                                         | 5.00 |      | 1.3 |                         | $ | 
|                                 |  |                                 |  |                                           |      |      |     |                         |   |  
|Exercisable at August 31, 2007   |  | 125,000                         |  | $                                         | 5.00 |      | 1.3 |                         | $ | 
|                                 |  |                                 |  |                                           |      |      |     |                         |   |  

The weighted-average grant-date fair value of options granted during the quarter ending August 31, 2007 was
$-0-. The total intrinsic value of options exercised during the quarter ended August 31, 2006 was $-0-.

12. INCOME TAXES

The Company has had no taxable income under Federal or State tax laws. A state minimum tax of $1,600 and $800 has been reported in the statement of operations for the
periods ending August 31, 2007 and 2006, respectively. The Company has loss carryforwards totaling $3,049,445 that may be offset against future federal income taxes. If not used, the carryforwards will expire between 2020 and 2027. Due to the
Company incurring large net operating losses, a valuation allowance has been provided to reduce the deferred tax assets from the net operating losses to zero. Therefore, there are no tax benefits recognized in the accompanying statement of
operations.

13. GOING CONCERN

As shown in the
accompanying financial statements, the Company incurred a net loss of $236,908 during the period ended August 31, 2007 and accumulated losses of $4,156,478 since opening for business in 2000. The Companys current liabilities exceed its
current assets by $1,385,783 at August 31, 2007. These factors create an uncertainty as to the Companys ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the success of
raising additional capital through the issuance of common stock and the ability to generate sufficient operating revenue. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a
going concern.

14. LITIGATION

The Company has had a
claim filed against them for non-payment of services provided. The Company has agreed to pay $50,000 for web site development and maintenance. If the Company violates the agreement, an additional $115,500 could be owed. At August 31, 2007,
$29,500 is included in accounts payable and accrued expenses. As part of the agreement, the Company will pay $500 a month for eleven months starting December 1, 2006 with a payment of $15,000 due on December 1, 2007 and the entire balance
due December 1, 2008.



12



---

##### Table of Contents

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

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

Results of Operations

The Company did not generate any revenues
during the six month period ending August 31, 2007 or the six month period ending August 31, 2006.

The Companys operating expenses for the
three and six month periods ending August 31, 2007 were $50,566 and $205,192, compared to operating expenses of $56,178 and $121,714 for the three and six month periods ending August 31, 2006. This increase in operating expenses is largely
attributed to the increase in professional fees of $31,682 and the issuance of common stock for investor relations valued at $78,000.

The Company had a
net loss of ($236,908) for the six months ending August 31, 2007, compared to a net loss of ($153,042) for the six months ending August 31, 2006. The increase in net loss is principally attributed to the increase in operating expenses
discussed above. The Company reported a cumulative net loss of ($4,156,478) from March 3, 2000 (inception of Burnam Management) through August 31, 2007.

The Companys net cash used by operating activities changed from $107,279 for the six months ending August 31, 2006 to $188,216 for the six month period ending August 31, 2007.

Outstanding Debt Obligations

To date, the Company has funded its
operations through the issuance of common stock in exchange for cash and services, as well as through unsecured notes payable to stockholders and third parties. As of August 31, 2007, the Company has an aggregate outstanding balance of
$1,074,035 principal debt and $257,970 of accrued interest, under the following obligations:

1. On August 30, 2000, the Company and George Mainas, a
member of the Board of Directors of the Company, entered into an unsecured promissory note in the principal amount of $340,000, bearing interest at 8%. As of August 31, 2007, the Company had an outstanding balance of $685,034 under the
promissory note, including accrued interest. The promissory note is payable on demand.

2. On August 19, 2004, the Company entered into an unsecured
line of credit with Mainas Development Corporation. The non-revolving line of credit has a maximum draw-down of $250,000, bears interest of 9% annually, does not maintain an outstanding balance limitation, and is payable on demand. The outstanding
balance on this account as of August 31, 2007 was $226,619 including accrued interest. Mr. Mainas and Mainas Development Corporation made demand to the Company on March 31, 2005 for payment of all amounts due and owing by the Company
under the unsecured promissory note and unsecured line of credit.

3. In May 2002 the Company entered into an unwritten, unsecured promissory obligation to
Denis Shusterman, a stockholder, in exchange for his payment of $16,715 in general and administrative expenses on behalf of the Company. This obligation is payable upon demand and bears no interest. As of August 31, 2007, the
outstanding balance under this obligation was $16,715. On May 18, 2007, the Company received a Writ of Garnishment from the U.S. Department of Justice related to a judgment due from Denis Shusterman to the United States. The Company expects the
U.S. Department of Justice to make demand for repayment of the amounts due and owing under the Companys obligation to Denis Shusterman.

4. In July
2005, F. James McCarl loaned the Company $10,000. The loan bears interest at 6% and is due on demand. As of August 31, 2007, the balance due to Mr. McCarl was $11,291.

5. Thomas Szabo has loaned the Company $61,700. This loan bears interest at 6% and is due on demand. As of August 31, 2007, the balance due to Mr. Szabo under this loan was $68,963, including accrued
interest.

6. As of May 31, 2007, Mr. Bernsen, the Companys CEO and a director, had loaned the Company $49,771. This loan bears interest at
6%. As of August 31, 2007, the balance due to Mr. Bernsen under this loan was $52,381, including accrued interest.



13



---

##### Table of Contents

7. As of August 31, 2007, the Companys wholly-owned subsidiary, DOD LLC, had an outstanding debt obligation to
Jeanne Cooper in the amount of $103,502 including accrued interest; an outstanding debt obligation to Mr. Mainas and Mr. Bernsen in the amount of $22,500; and a repayment obligation to the investors in the amount of $120,000 from any net
profits which may be received from the film Donna on Demand. Jeanne Cooper is the mother of Mr. Bernsen.

8. The Companys former CEO
and Chairman of the Board loaned the Company $44,155 as of February 28, 2006. This loan was subsequently memorialized in a Promissory Note dated April 6, 2006 which was assigned to a third party. Effective April 14, 2006, the Company
entered into an agreement with the third party under which the third party agreed that all of the Companys obligations under the Promissory Note could be satisfied in exchange for the Companys payment of $10,000 on or before July 1,
2006. The note was paid in full by the Company in April 2007.

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

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

Anticipated Revenue

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

Formation of Limited Liability Companies For Projects

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

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

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

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



14



---

##### Table of Contents

Critical Accounting Policies

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

Revenue Recognition

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

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

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

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

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

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

Liquidity

At August 31, 2007 our total assets were $376,578, compared to $335,884 at February 28, 2007. At August 31, 2007, our current assets
totaled $28,607 and our current liabilities were $1,414,390, as compared to current assets of $12,808 and current liabilities of $1,379,788 at February 28, 2007. Our stockholders equity at August 31, 2007 was ($1,037,812), compared
to stockholders equity at February 28, 2007 of ($1,043,904).

As of August 31, 2007, the Company had a cash balance of $21,287. Although
the Company has substantially minimized its monthly operating expenses and Mr. Bernsen is not currently paid any salary, the Company will need to raise additional funds to satisfy the Companys total operating costs and continued
development of the Companys actual and potential revenue sources. The Company anticipates raising additional funds through debt, convertible debt, the sale of equity, or through advances and loans by the Companys officer and
directors as they have done in the past; provided, however, there can be no assurance as to whether, when, or upon what terms the Company will be able to consummate any financing or whether such individuals will continue to make such advances or
loans to the Company. The Company may also enter into joint ventures with third parties to fund specific television and film projects

Off-Balance Sheet
Arrangements

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



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

Disclosure controls and procedures are
controls and other procedures that are designed to ensure that the information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange
Act) is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the reports that a company files or submits under the Exchange Act is accumulated and communicated to the Companys management, including its Principal Executive Officer and Principal
Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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



15



---

##### Table of Contents

Under the supervision of our Chief Executive Officer we evaluated the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer concluded that as of August 31, 2007 the design and operation of such disclosure controls and
procedures were effective.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

During the quarter ending August 31, 2007, we did not experience any changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that has
materially affected, or is likely to materially affect, our internal control over financial reporting.

LIMITATIONS ON DISCLOSURE CONTROLS AND
PROCEDURES

Our management, including our Chief Executive Officer, does not expect that our disclosure controls or internal controls over financial
reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. Further, the design
of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because
of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Because of the small size of our current operations, supervision of
financial controls is concentrated in a few individuals and we have limited opportunity to segregate duties or implement checks and balances. The design of any system of controls is based in part upon certain assumptions about the likelihood of
future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies
or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION



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

In March 2006, Savvior Technology Solutions
(Savvior) filed a complaint against the Company in the United States District Court for the Western District of Pennsylvania for a breach of contract action in the amount of $165,500 under the terms of the Sales Agreement dated October
2004 with the Company. Savvior alleged nonpayment of invoices in the amount of $109,500, and damages for sums due through the remaining term of the Agreement of an additional $56,000 for such future periods. The Company and Savvior entered into a
Forbearance Agreement dated May 10, 2006 pursuant to which Savvior dismissed the lawsuit without prejudice and agreed to forbear from re-filing the lawsuit for a minimum of ninety (90) days from the date of such dismissal, in exchange for
the Companys payment of $10,000. Under the terms of the Forbearance Agreement, both parties retained all claims, rights and defenses they have against one another regarding the lawsuit and underlying agreement. On October 2, 2006, the
Company and Savvior exchanged e-mail correspondence outlining the following agreed upon settlement terms: (i) the total outstanding balance owed to Savvior by the Company was $50,000; (ii) the Company was to make a payment in the amount of
$5,000 during the week of October 2, 2006; (iii) the Company is to make monthly payments of $500 for 11 months thereafter; (iv) the Company is to make a payment of $15,000 on the 12th month after October 2006; (v) in the 13th
month after October 2006, Savvior has the right to negotiate an increased monthly payment depending on the financial resources of the Company as such time; (vi) the total outstanding balance of $50,000 is to be paid in full during or before
October 2008; and (vii) the Companys noncompliance with the agreed upon settlement terms will permit Savvior to re-file the March 2006 lawsuit. As of the date of this report, the Company has complied with the settlement terms agreed upon
in October 2006.

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



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

In August 2007, the
Company sold 216,667 shares of its common stock at $0.30 per share to one accredited investor in connection with a private placement. This transaction was exempt from registration under the act pursuant to Section 4(2) of the Securities
Act of 1933, as amended. 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.



16



---

##### Table of Contents

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

As reported above, the Company is
in default under its August 30, 2000 unsecured promissory note in the principal amount of $340,000 with Mr. Mainas, and its August 2004 unsecured line of credit with Mainas Development Corporation. Mr. Mainas and Mainas
Development Corporation have demanded repayment of all amounts due and owing by the Company under the unsecured promissory note and unsecured line of credit, and the Company has failed to make such payments. As of August 31, 2007, the
outstanding balance, including accrued interest, under the unsecured promissory note was $685,034 and the outstanding balance, including accrued interest, under the unsecured line of credit was $226,619.



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

On
May 31, 2007, the Company filed a Definitive Information Statement (the Information Statement) pursuant to Section 14(a) of the Securities Exchange Act with the Securities and Exchange Commission and mailed the statement to the
Companys shareholders. The Information Statement was filed and mailed in connection with the Companys solicitation of consents seeking approval to amend the Companys Certificate of Incorporation to effect a consolidation of its
outstanding shares of Common Stock at a ratio of one share for every 20 shares of Common Stock outstanding. As of June 12, 2007, a majority of the voting power of the Companys common stock had approved a resolution authorizing the Board
of Directors of the Company, in its sole discretion, to amend the Companys Certificate of Incorporation, if at all, at any time prior to July 6, 2007 to effectuate the consolidation. On June 22, 2007, the Company filed the
Certificate of Amendment (the Amendment) to the Certificate of Incorporation with the State of Delaware effectuating the 20 to 1 reverse stock split as of June 28, 2007.



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

None



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



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



|           |  |                                                                                                                
|---------- |  | ---------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                    
|21         |  | List of Subsidiaries                                                                                           
|           | 
|31.1       |  | CEO Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act                          
|           | 
|31.2       |  | CFO Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act                          
|           | 
|32         |  | Certification pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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

The Company filed a Form 8-K on June 28, 2007
regarding shareholder approval of a reverse stock split of the Companys common stock.

The Company filed a Form 8-K on August 16, 2007 regarding
the sale of 216,667 shares of its common stock.

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: October 18, 2007 |  |  |  | /s/ Corbin Bernsen                                            
|                       |  |  |  | By:      Corbin Bernsen                                       
|                       |  |  |  | Title:   Chief Executive Officer (principal executive officer)



17



---

##### Table of Contents

|                       |  |  |  |                                                                                                
|---------------------- |  |  |  | -----------------------------------------------------------------------------------------------
|                       |  | 
|Date: October 18, 2007 |  |  |  | /s/ Mark Smith                                                                                 
|                       |  |  |  | By:      Mark Smith                                                                            
|                       |  |  |  | Title:   Chief Financial Officer (principal financial officer and principal accounting officer)



18