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U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-KSB



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(Mark One)

|x | Annual report under section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------

for the fiscal year ended February 28, 2006



| ̈ | Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------

for the transition period from  to
.

Commission File No. 000-29901



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PUBLIC MEDIA WORKS, INC.

(Name of small business issuer in its charter)



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



|                                         |  |           
|---------------------------------------- |  | ----------
|14759 Oxnard Street Van Nuys, California |  | 91411     
|(Address of principal executive offices) |  | (Zip Code)

Issuers telephone number: (818) 904-9029

Securities registered under Section 12(b) of the Exchange Act:



|                 |  |                                          
|---------------- |  | -----------------------------------------
|(Title of class) |  | Name of each exchange on which registered
|None             |  | None                                     

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, Par Value $0.0001



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Check whether the issuer is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes ̈No   x

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

Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB: ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x

Issuers revenues for the fiscal year ending February 28, 2006 were $50,000.

The aggregate market value of voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days (See definition of affiliate in Rule 12b2
of the Exchange Act): $898,205 as of May 17, 2006 (computed based on per share price of $.05 by reference to the closing price of the issuers Common Stock on that date as reported by the OTC Bulletin Board times the number of voting
common shares held by non-affiliates (17,964,106).

State the number of shares outstanding of each of the issuers classes of common equity, as of the
latest practicable date: 30,968,991 shares outstanding as of May 17, 2006.

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



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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-KSB includes forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are based on managements current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the
forward-looking statements.

All statements other than historical facts included in this report, including without limitation, statements under Plan
of Operation, regarding our financial position, business strategy, and plans and objectives of management for the future operations, are forward-looking statements. Although we believe that the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Companys expectations include, but are not limited to,
market conditions, competition, customer acceptance of our projects, and the ability to obtain the working capital necessary to support our business plan.

This report should be read in conjunction with the financial statements and the related notes contained in this report.

ITEM 1. DESCRIPTION OF BUSINESS

Overview

The Company is engaged in the development, production, marketing and distribution of film and television projects for specifically targeted, fan based
audiences. By targeting dedicated consumers, the Company believes it can streamline the development, production, marketing and distribution processes. The Company also believes that targeting a specific fan-base will create unique opportunities to
market and distribute the projects and related merchandise, provide a mechanism for audience input, and create an opportunity to develop sponsorship relationships. For example, with its first feature film Carpool Guy, which was released
in October 2005, the Company targeted the dedicated, worldwide fan base of daytime Soap Operas. There are an estimated 300,000,000 people who watch U.S. Soap Operas daily. The Companys first television project in development, Fastest Car
in America, is targeted to the audience of NASCAR fans. There are estimated to be over 75,000,000 Americans who tune into a variety of NASCAR programming each year. The Company is developing other projects aimed at Game show fans, Star Trek
fans, horror movie fans, and specific game and team related sports fans. Other groups being considered by the Company are Western movie fans and the audience for Christian and faith-based entertainment.

By identifying the target audience for each project, the Company intends to engage that consumer from project inception. This engagement is expected to occur in two
ways. First, the Company intends to create alliances with the media outlets that serve the targeted fan-base. For example, in the case of Carpool Guy, the Company has developed relationships with audience specific media, including
Soap Opera Digest and Soap Opera Weekly.These media outlets reach a weekly audience of approximately one million consumers in the films target demographic. The Company has also developed relationships with various Soap-related
internet websites. These relationships allow the Company to begin directing the attention of the fans to the project early in the development and production process. The second aspect of the marketing strategy involves the creation of an interactive
website for each individual project. This would allow the fans to have full access to the production of the projects, including rare behind the scenes privileges. In the case of a film or television show, these privileges are expected to
include access to the script, early screenings and samplings of material shots or recordings, and frequent updates on the production in real time. These privileges may also include allowing the audience to have input into the production
process through online voting. Such voting may include the selection of an actor, or the placement of sponsored products into the film.

The Company plans
to sell the final products directly to the consumers that have been involved throughout the project development process. These final products would include DVDs and CDs, as well as project related merchandise such as scripts, clothing and
set-related items. The direct sales are anticipated to be



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completed through the project website, infomercials, and mass retailers. For example, with Carpool Guy, consumers may purchase the film at
several mass retailer locations such as Best Buy, Borders, and Circuit City, or online at Amazon.com or www.carpoolguy.com. As the Company produces additional projects, it is anticipated that there will be more opportunities for fan
interaction at earlier stages in the process. The Company also intends to utilize traditional theatrical and television distribution for projects.

In May
2005 the Company entered into a licensing and distribution agreement with L.A. Ideas for the marketing and distribution of its first film, Carpool Guy. Under the terms of the agreement, L.A. Ideas has certain rights to market and
distribute the film in exchange for a share of the film revenues. As of the date of this report, there have been very limited sales of the film Carpool Guy and the Company has not received any revenues from the film.

Feature Film and Television Projects

As of the date of this report,
the Company is in various stages of development on numerous film and television projects. A summary table of the Companys film and television projects as of the date of this report is below. The Companys ability to complete the projects
is subject to a variety of factors, including the Companys ability to obtain funding for the projects; the availability of limited production time from third parties; the availability of actors; the Companys ability to secure appropriate
sets and locations; the Companys ability to secure suitable outlets for the release of the project; and the Companys election to change its production schedule for new projects.



|                             |  |                                                                                
|---------------------------- |  | -------------------------------------------------------------------------------
|Film Projects                |  | Status                                                                         
|Carpool Guy                |  | Released in October 2005                                                       
|On The Hedge               |  | Script Complete/Funding Required For Production                                
|3 Day Test                 |  | Script Complete/Funding Required For Production                                
|The Action                 |  | Script Complete/Funding Required For Production                                
|Donna On Demand            |  | Screenplay being re-written                                                    
|                             | 
|Television Projects          |  | Status                                                                         
|Carry Your Weight          |  | Concept has been sold to the Gameshow Network; In Further Development for pilot
|Monsters                   |  | Development completed; Seeking TV Network Order                                
|The Fastest Car in America |  | Development completed; Seeking TV Network Order                                
|A Taste of History         |  | Development completed; Seeking TV Network Order                                
|TechStyle                  |  | Development completed; Seeking TV Network Order                                
|3 Day Test Reality Show    |  | Development completed; Seeking TV Network Order                                
|Run and Gun                |  | Development completed; Seeking TV Network Order                                
|Ultimate 18                |  | Development completed; Seeking TV Network Order                                
|The Circuit                |  | Development completed; Seeking TV Network Order                                
|Reveal                     |  | No intention to further pursue project.                                        

Virtual Studio

The Company has also developed the concept for a proprietary virtual studio intended for fans of each project. The virtual studio is intended to be an online, virtual presentation that mirrors the physical studio lot where the
Companys shows or movies are to be filmed. The virtual studio is intended to allow viewers who wish to view real-time filming of the Companys productions to register on the virtual studio website associated with each individual project.
The Company has ceased further development of the virtual studio at this time to focus on the development and funding of film and television projects.



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Other Opportunities

The Company believes there are revenue opportunities associated with the creation of an allegiance of varied fan-bases over the course of multiple entertainment projects. Subject to securing additional funding, the Company intends to pursue
two such opportunities, one relating to sponsorship, and the other relating to the creation of an entertainment destination.

First, by
building a dedicated a fan-base within each genre, the Company can seek sponsors that desire to reach that fan-base in a new way. For instance, if the Company can illustrate that it has built a sizeable following of dedicated Soap Opera fans, it is
likely that there will be sponsors that want to reach these fans. One method for sponsors to reach this fan base would be to allow the fans to select sponsored products to be placed in each project. For example, if a maker of designer sunglasses
wanted to reach the Companys Soap Opera fans, for a fee from the sponsor, the Company could host a vote on the films website during the production process. The Company could then present fans with a choice between several pairs of the
sponsors sunglasses, and the pair getting the most votes would be worn by one of the stars in the film. This sponsorship model is intended to benefit the sponsor, the Company and the fans. The sponsor would reach a very specific target
audience in a new manner, while having star cache attached to its products at a significantly reduced cost. The Company would receive ancillary revenues for the film through the sponsorship program, and build the vested interest of the
fan-base. The fans are permitted to provide input to the film, and experience the enjoyment associated with seeing their selections made part of the final product.

The second opportunity is for the creation of an entertainment destination. This opportunity would become possible only after the Company is able to complete multiple projects. Until the completion of multiple projects, each
project and its associated fan base will be isolated within the confines of the project website. As the Company completes each additional project, it plans to create an increasing association with the Companys corporate website. Each of the
individual project fan-bases would then be placed within reach of the other fan-bases, at a common destination, building an even larger fan-centric community. With this destination, the project specific audiences would migrate from being
a single fan-base into a larger fan-base with the common interest of dedicated fan enthusiasm. This entertainment destination is expected to create an even greater opportunity to attract sponsors, as well as advertisers desiring to place
traditional banner ads within the Companys corporate website. The creation of an entertainment destination would also provide fans with direct access and a unique and privileged insight into the world of entertainment, and the
chance to be a part of that world.

While Company management believes there is an opportunity for generating marketing and sponsorship revenue and revenue
from an entertainment destination, the Company has not generated such revenue as of the date of this report and there can be no assurances the Company will generate such revenue.

Suppliers

The Company has identified a pool of independent or
freelance screenwriters for its film projects. The Company entered into an agreement with one of these freelance writers, Peter Soldinger, for the development of both Carpool Guy and The Action. The Companys President,
Corbin Bernsen, is the author of 3 Day Test and On the Hedge, and will continue to serve as screenwriter for specific Company projects. Mr. Bernsen does not receive additional compensation for scriptwriting. The Company
does not anticipate paying more than $5,000 for the development of any script or treatment. These payments may increase up to the minimum payment set by the Writers Guild of America (the WGA) for any specific project that reaches
production. The WGA minimum pay varies according to each projects budget and various other factors determined by the WGA.

The Company has identified
a pool of independent or freelance scriptwriters which the Company will use for development of its television shows as necessary. The Company has not yet commissioned any scripts for any of its internally developed treatments. The Company does not
anticipate paying more than $500 per week for the development of any script or treatment, regardless of production status.



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Company Intellectual Property

The Company owns and maintains the Internet domain names www.publicfilmworks.com, www.publicmediaworks.com, and www.publicmusicworks.com. The Company has also registered numerous Internet domain names for specific projects. The
Company owns a service mark for PublicFilmWorks. The Company may also protect various other words, names, symbols, and devices that are used with goods produced by the Company to distinguish them from those produced by others through the
use of trademarks, and will identify and distinguish the source of several of its services through the use of service marks. These would include Public Media Works and its logo. The Company has not filed applications to protect any other
trade or service marks, and there can be no assurances the Company will receive such trade or service mark protection.

The Company intends to copyright
all screenplays, project treatments, and other original material that it produces. The Company intends to use copyrights issued and maintained by the Copyright Office of the Library of Congress as the primary form of protection for all original
works of authorship, including literary, dramatic, musical, artistic, and certain other intellectual works, both published and unpublished. The 1976 Copyright Act allows the Company the exclusive right to reproduce the copyrighted work, to prepare
derivative works, to distribute the copyrighted work, to perform the copyrighted work, and to display the copyrighted work publicly. The Company will also register applicable screenplays and scripts with the Writers Guild of America. The Company has
registered the following screenplays and scripts with the Writers Guild of America.



|                        |  |              |  |          
|----------------------- |  | ------------ |  | ---------
|Title                   |  | Medium       |  | Type     
|TechStyle               |  | Television   |  | Treatment
|Taste of History        |  | Television   |  | Treatment
|3 Day Test              |  | Feature Film |  | Treatment
|3 Day Test Reality Show |  | Television   |  | Treatment
|The Ultimate 18         |  | Television   |  | Treatment
|Run and Gun             |  | Television   |  | Treatment
|The Action              |  | Feature Film |  | Treatment
|Fastest Car in America  |  | Television   |  | Treatment
|Carpool Guy             |  | Feature Film |  | Treatment
|The Circuit             |  | Television   |  | Treatment

All treatments for its films and shows are developed internally, and are the property of the Company. All
agreements with independent and freelance writers will require that all content, treatments, ideology, screenplays, scripts and full use become and remain the sole and exclusive property of the Company for all time and in all markets. However, there
can be no assurance that the Company can protect its intellectual property, or that the Company will be able to receive all benefits from its intellectual property.

Market and Competition

According to Box Office Mojo, the total 2005 United States theatrical box office revenues
were $8.8 billion, and the following twelve major studios comprised 92.6% of that market share: Warner Bros., 20thCentury Fox, Universal, Buena Vista, Sony, Paramount, DreamWorks SKG, New Line, Lions Gate, Dimension, Miramax and MGM/UA. The Company competes with these major studios, as well as numerous other independent studios, for market share. According to
Nielsen Media Research, there are approximately 108,410,160 television households in the United States. There are a number of companies producing and distributing television shows, including the six national networks, hundreds of cable
channels, and numerous private production companies. The Company also competes with these companies.



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During the fiscal year ended February 28, 2006, the Company generated $50,000 in revenues from feature film
production, and no revenues from television production. The Companys competitors have greater resources, market presence and name recognition than the Company. Moreover, although the Company has several television shows under development, the
Company has not yet produced a show for distribution. Consequently, the Company has not yet established a position in the television industry, and faces intense competition upon entry.

Government Regulation and Self-Regulating Associations

The Company does not require any government approval for the
operation of its business. The Companys operations are subject to various federal, state and local requirements which affect businesses generally, such as taxes, postal regulations, labor laws, and environmental and zoning regulations and
ordinances. The Companys costs for compliance with environmental laws are negligible.

The Companys films are subject to rating classifications
from the Motion Picture Association of America (or MPAA), which is a nongovernmental, self-regulating association. The Company intends to produce movies in a manner that will ultimately obtain the expected rating. However, it is difficult to predict
the rating classification that the MPAA will ultimately assign to the movie. If the expected rating were not obtained, distribution support (including marketing and advertising) may be reduced, resulting in fewer distribution venues and smaller
viewing audience. Further, censors in foreign jurisdictions may find elements of a movie objectionable.

Research and Development

The Company does not have any traditional research and development costs, but does incur development costs related to the development of its website and film and
television projects. In the fiscal year ended February 28, 2006, the Company spent $31,864 on website development costs. In the fiscal year ended February 28, 2005, the Company spent $79,767 on website development costs and $59,872 on film
development costs. All costs related to web development are fully expensed, and the Companys film development costs are capitalized until each project is developed, at which point they become expensed.

Employees

As of the date of this report, the Company employs one
individual. The Company considers its relations with its employees to be good, and does not have any employment agreements.

Asset Purchase Agreement
with Milagro Entertainment, Inc. and Stephen Brown

The Company entered into an Asset Purchase Agreement with Milagro Entertainment, Inc.
(Milagro) and Stephen Brown, dated December 21, 2005, pursuant to which the Company purchased certain television and feature film projects from Milagro in exchange for the Companys issuance of 6,000,000 shares of Company
Common Stock. The Company also appointed Mr. Brown as its Chief Executive Officer, Interim Financial Officer and Chairman of the Board, and entered into an employment agreement, restricted stock purchase agreement and option agreement effective
as of December 21, 2005. In February 2006, Mr. Browns employment with the Company was discontinued and the Company terminated the employment agreement, restricted stock purchase agreement and option agreement. All of the
4,000,000 shares issued to Mr. Brown under the employment agreement have been returned to the Company and cancelled, and the 20,000,000 options issued to Mr. Brown under the option agreement have been terminated. Mr. Brown has also
resigned as Chairman of the Board and as a director of the Company.



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Pursuant to the terms of a General Release dated April 14, 2006, the Company and Mr. Brown have also agreed to
rescind the Asset Purchase Agreement, and the 6,000,000 shares issued by the Company under the terms of the Asset Purchase Agreement have been returned to the Company and cancelled.

Incorporation and Share Exchange

The Company was incorporated in the State of Delaware on March 3, 2000 under
the name Burnam Management, Inc. (Burnam) and registered its common stock with the Securities and Exchange Commission on March 9, 2000. From incorporation until August 30, 2003, Burnam essentially functioned as a
public shell without any operations or business plan and did not trade on any exchange or trading system. The original Public Media Works, Inc. (PMW) was a privately held company incorporated in the State of California on May 15,
2000. PMW decided to enter into a merger with Burnam in order to rapidly effectuate a public market and public presence within its industry, and Burnam and its shareholders entered into the merger in order to increase the value of Burnam by
obtaining an operating business.

On August 30, 2003, PMW entered into a reverse merger with Burnam, the terms of which are as follows. On
August 29, 2003, Burnam entered into a Share Exchange Agreement to acquire PMW. At the time of the exchange, there were 5,000,000 shares of Burnam common stock issued and outstanding. Under the terms of the agreement, Burnam issued 20,000,000
restricted shares of common stock to all outstanding PMW security holders on a pro-rata basis, in exchange for which Burnam received 20,000,000 shares of PMW common stock, representing all of the issued and outstanding shares of PMW. The share
exchange took effect on August 30, 2003. Upon the effective date of the merger, the Company changed its name from Burnham Management, Inc. to Public Media Works, Inc. PMW remains a wholly-owned subsidiary of the Company.
No finders or other third parties were used in connection with the share exchange and merger, and no finders fees or commissions were paid in conjunction with the merger.

In order to maintain clarity in this report, references to the original company known as Public Media Works, Inc. prior to the merger on August 30, 2003 will be indicated as PMW. References to
Public Media Works, Inc., Public Media, the Company, we, us or our refer to the Company after the merger.

Publicly Available Information

The Company is required to file annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange Commission (the SEC). For further information with respect to the Company and its common stock, please review the Companys filings, including exhibits and schedules
thereto. The Companys filings with the SEC are available to the public from the SECs website at www.sec.gov. You may also read and copy any materials the Company files with the SEC at the SECs public reference room at 100 F.
Street N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

ITEM 2. DESCRIPTION OF PROPERTY

The Company leases approximately 1,800 square feet of converted and remodeled warehouse space for its
headquarters on a month-to-month basis from Chandler Associates, an unaffiliated entity, at a rate of $1800 per month. The Company does not have a lease agreement with Chandler Associates. The space is located at 14759 Oxnard Street, Van Nuys,
California and is in good condition.

ITEM 3. LEGAL PROCEEDINGS

In March 2006 the Company received a copy of a complaint filed in the United States District Court for the Western District of Pennsylvania by Savvior Technology Solutions (Savvior) 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 is alleging nonpayment of invoices in the amount of $109,500, and damages for sums



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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. Both parties retained all claims, rights and defenses they have against one another regarding the lawsuit and underlying agreement. The Company intends to settle the matter with Savvior, or defend itself in any
lawsuit which may be re-filed by Savvior.

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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of stockholders during the
fourth quarter of fiscal year ending February 28, 2006.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock currently trades on the OTC Bulletin Board, under the symbol PMWI.

The following table sets forth, for the period since the Companys Common Stock commenced public trading on February 28, 2005, the high and low closing bid prices for our Common Stock as reported on the OTC
Bulletin Board. The quotation for the Common Stock traded on the OTC Bulletin Board may reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.



|                                     |  |                 |      |                |   |    
|------------------------------------ |  | --------------- | ---- | -------------- | - | ---
|Public Media Works, Inc.             |  | High ClosingBid |      | Low ClosingBid
|FISCAL YEAR ENDING FEBRUARY 28, 2006 |  |                 |      |                |   |    
|FIRST QUARTER (3/1/05 to 5/31/05)    |  | $               | 1.55 |                | $ | .49
|SECOND QUARTER (6/1/05 to 8/31/05)   |  | $               | .50  |                | $ | .26
|THIRD QUARTER (9/1/05 to 11/30/05)   |  | $               | .27  |                | $ | .11
|FOURTH QUARTER (12/1/05 to 2/28/06)  |  | $               | .15  |                | $ | .07

Holders

As of
February 28, 2006, 30,818,991 shares of our common stock were issued and outstanding, and held by approximately 88 shareholders of record.

Transfer Agent

Our transfer agent is Holladay Stock Transfer, 2939 North 67th Place, Scottsdale, Arizona 85251, telephone
(480) 481-3940.

Dividends

The Company has never
declared or paid any cash dividends on its common stock. For the foreseeable future, the Company intends to retain any earnings to finance the development and expansion of its business, and the Company does not anticipate paying any cash dividends
on its common stock. Any future determination to pay dividends will be at the discretion of the Companys Board of Directors.



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Securities Authorized for Issuance under Equity Compensation Plans

As of February 28, 2006, the Company does not have an equity compensation plan. As of February 28, 2006, the Company has granted the following options to
purchase common stock:



|                                                                       |  |                                        |  |                            
|---------------------------------------------------------------------- |  | -------------------------------------- |  | ---------------------------
|Number of securities to be issued upon exercise of outstanding options |  | Exercise price of outstanding warrants |  | Expiration Date of Warrants
|1,000,000                                                              |  | $.25                                   |  | October 1, 2008 (1)        
|1,000,000                                                              |  | $.25                                   |  | October 1, 2008 (1)        
|1,000,000                                                              |  | $.25                                   |  | June 21, 2006              
|500,000                                                                |  | $.25                                   |  | October 1, 2008            

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|(1) | The options expire the earlier of October 1, 2008 or six (6) months after such director ceases to be on the Board of Directors of the Company.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

The options were granted pursuant to option agreements and were issued as individual arrangements to the Companys two directors, a former director of the Company,
and its outside legal counsel in exchange for services rendered. The options permit the holder to purchase shares of the Companys common stock at a fixed exercise price through the date of their expiration.

Sales of Unregistered Securities

The following information relates
to securities sold by the Company within the past three years without registering the securities under the Securities Act, which have not been previously reported in a Quarterly or Current Report. As used herein, Burnam Management refers
to Burnam Management, Inc. prior to August 30, 2003. PMW refers to Public Media Works, Inc. prior to August 30, 2003. The Company refers to the company after August 30, 2003:

From April 1, 2003 to August 6, 2003 PMW sold 2,100,000 shares of restricted common stock to 20 investors in exchange for $840,000. All investors were
accredited within the meaning of the Act and all investors were unaffiliated. No brokers or finders were used in conjunction with this transaction and no commissions were paid in connection with this transaction. This transaction was
exempt from registration under the act pursuant to Section 4(2) and Rule 506 of the Act. This transaction was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by any
investors in connection with this offering.

From September 1, 2003 through February 23, 2004 the Company sold 512,500 shares of restricted
common stock to 6 investors in exchange for $205,000. All investors were accredited within the meaning of the Act, and all investors were unaffiliated. This transaction was exempt from registration under the act pursuant to
Section 4(2) and Rule 506 of the Act. This transaction was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by any investors in connection with this offering.

In April 2006 the Company issued 150,000 shares of its common stock to a Company employee in recognition of the employees contributions to the Company. The common
stock was valued at $.065 per share at the time of issuance. This transaction was exempt from registration under the act pursuant to Section 4(2) of the Act. This transaction was not conducted in connection with a public offering, and no
public solicitation or advertisement was made or relied upon by any investors in connection with this offering.



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In April 2006 the Company issued 166,666 shares of its common stock to a third party assignee of a Company promissory in
the amount of $44,155, as consideration for such third partys agreement to allow the Company to satisfy its obligations under the promissory note in exchange for the Companys payment of $10,000 on or before July 1, 2006. This
transaction was exempt from registration under the act pursuant to Section 4(2) of the Act. This transaction was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by any
investors in connection with this offering.

The Company and Mr. Mainas executed a Subscription Agreement dated June 7, 2006 pursuant to which
Mr. Mainas agreed to purchase 1,000,000 shares of Company Common Stock at the price of $.05 per share. This transaction was exempt from registration under the act pursuant to Section 4(2) of the Act. This transaction was not conducted
in connection with a public offering, and no public solicitation or advertisement was made or relied upon by any investors in connection with this offering.

ITEM 6. 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s revenues for the fiscal year ending February 28, 2006 were $50,000, compared to revenues for the fiscal year ending
February 28, 2005 of $125,000. The decrease in revenues is attributed to the Companys receipt of a single film production fee of $50,000 in the fiscal year ending February 28, 2006, compared to the Companys receipt of
production fees of $125,000 from two different projects in fiscal year ending February 28, 2005.

The Companys operating expenses for the fiscal
year ending February 28, 2006 were $713,099, compared to operating expenses of $1,120,040 for the fiscal year ending February 28, 2006. This decrease in revenues is largely attributed to the decrease in salary expenses as the
Companys officers agreed to forgo all salaries during the last fiscal year, and a reduction in travel and entertainment expenses.

The Company
had a net loss of ($715,023) for the fiscal year ending February 28, 2006, compared to a net loss of ($1,100,561) for the fiscal year ending February 28, 2005. The reduction of net loss is principally attributed to the reduction in
operating expenses discussed above. The Company reported a cumulative net loss of ($3,660,097) from March 3, 2000 (inception of Burnam Management) through February 28, 2006.

The Companys net cash used by operating activities decreased from $679,746 for the fiscal year ending February 28, 2005 to $152,929 for the fiscal year ending February 28, 2006. This decrease is also
largely attributed to the decrease in salary expenses as the Companys officers agreed to forgo all salaries during the last fiscal year, and a reduction in travel and entertainment expenses.

The Company completed its first feature film Carpool Guy which was released in October 2005. The Company funded the production of the film by entering into
an Exclusive Production Agreement in October 2004 with Carpool Partners LLC (the Carpool LLC). Pursuant to the terms of the agreement, the Companys financing partner, Carpool LLC, owns 60% of the final production, and the Company
owns 40%. The three members of Carpool LLC are Thomas Szabo, F. James McCarl and Michael Wittlin, each of whom own 33% of the LLC, and each of whom are stockholders and debtholders of the Company. The sales of the film have been limited and the
Company has not received any revenues from the film sales and there can be no assurances the Company will ever receive any revenues from film sales.

The
Company entered into a binding term sheet dated February 12, 2006 with Mr. Bernsen, Mr. Mainas, Bob Billet, Van Billet, Denis Shusterman and Bella Web LLC for the formation of a new limited liability company to produce and distribute
a screen play known as Bellacam.com. The name of the project has



10



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subsequently been changed to Donna On Demand. Under the term sheet, the Company is obligated to fund up to $125,000 towards the further
development of the project. Mr. Bernsen and Mr. Mainas have agreed to assign to the Company any and all interest they may have in the project or new limited liability company.

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 February 28, 2006, the Company has an aggregate outstanding balance of $1,105,519 under the following obligations:



| |  |  | 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 February 28, 2006, the Company had an outstanding balance of $560,761 under the promissory note, including accrued interest. The promissory note is payable on demand.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 February 28, 2006 was $201,965, 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.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In May 2002 the Company entered into an unwritten, unsecured promissory obligation to Denis Schusterman, a stockholder, in exchange for his payment of approximately $16,000 in
general and administrative expenses on behalf of the Company. This obligation is payable upon demand and bears no interest. As of February 28, 2006, the outstanding balance under this obligation was $16,715.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On October 1, 2004, the Company entered into a promissory note with Eric and Sharon Pearlman, an unaffiliated third party. The principal balance of this note was $24,000,
bearing interest at 6%, and matured on October 1, 2005. The Company is in default of its repayment obligations under the promissory note. On February 28, 2006, the outstanding balance under this note was $26,036, including accrued
interest.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In July 2005 the Company entered into a promissory note with Michael Wittlin in the principal amount of $180,000 which accrues interest at 6% and is due and payable in July 2006. As
of February 28, 2006, the outstanding balance under this note was $186,658, including accrued interest. Mr. Wittlin is a shareholder of the Company and a member of Carpool Guy LLC.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In July 2005, F. James McCarl loaned the Company $10,000. The loan bears interest at 6% and is due on demand. As of February 28, 2006, the balance due to Mr. McCarl was
$10,391. Mr. McCarl is a shareholder of the Company and a member of Carpool Guy LLC.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Thomas Szabo has loaned the Company $56,700. This loan bears interest at 6% and is due on demand. As of February 28, 2006, the balance due to Mr. Szabo under this loan was
$58,838, including accrued interest. Mr. Szabo is a shareholder of the Company and member of Carpool Guy LLC.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Stephen Brown, 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 by Mr. Brown to a third party. Effective April 14, 2006, the Company entered into an agreement with the assignee third party of the Promissory Note pursuant to 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.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11



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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.

The
proceeds from these notes and the line of credit were used to meet the general working capital needs of the Company. The Companys general monthly expenses for fiscal year ending February 28, 2006 were approximately $46,000. The Company
continues to expense its web development costs, which were $31,864 in the aggregate as of February 28, 2006. In October 2004, the Company entered into an agreement with Savvior Technology Solutions to maintain the Companys virtual studio
and main website and to act as host and server to the Companys sites. The term of the agreement is until December 2006 and provides for an average monthly payment by the Company of $6,500. Savvior is no longer providing the services to the
Company.

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.

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 February 28, 2006 our total assets were $123,357, compared to $191,403 at February 28, 2005. The decrease was primarily the result of the
write-off of a note receivable in the amount of $125,000 as discussed below. Our current assets at February 28, 2006 totaled $1,385, and our current liabilities were $1,254,373, as compared to current assets of $15,436 and current liabilities
of $1,449,073 at February 28, 2005. The decrease in current liabilities is attributable to a decrease in note payables and accounts payable through conversion of debt into common stock. Our stockholders equity at February 28, 2006
was ($1,131,016), compared to stockholders equity at February 28, 2005 of ($1,257,670).



12



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As of February 28, 2006, the Company had a cash balance of $391. In May 2006, the Company raised approximately
$100,000 through a loan by Mr. Bernsen and a purchase of common stock by Mr. Mainas. Management believes the Company currently has cash on hand to satisfy the Companys total operating costs and continued development of the
Companys actual and potential revenue sources until through June 2006. The Company anticipates raising additional funds through debt, convertible debt, or through the sale of equity. There can be no assurance as to whether, when, or upon what
terms the Company will be able to consummate any financing. The Company may also enter into joint ventures with third parties to fund specific television and film projects.

In December 2003, as part of an overall transaction in which the Company was contemplating a potential acquisition, the Company loaned $125,000 to Old Tucson Company (Old Tucson) for its continued
operations. The promissory note to Old Tucson matured on June 20, 2004. The sole recourse of the Company for nonpayment of the note is the return of 312,500 shares Company Common Stock pledged by affiliates of Old Tucson to secure the
obligations under the promissory note. Old Tucson has not repaid the promissory note and the Company is in discussions with Old Tucson for the forfeiture of the pledged shares in satisfaction of the note, in which event the shares of Company Common
Stock will be cancelled.

Off-Balance Sheet Arrangements

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

RISK FACTORS

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

Risks Related To Our Financial Condition

We Have A Limited Operating History, So It Will Be Difficult For Investors To Evaluate
The Success Of Our Business Model and The Effectiveness of Our Management. We Are Experiencing Significant Expenditures Related To Funding Our Operations, And We Are Currently Carrying a Net Loss. If Our Business Model Is Not Successful, Or We Are
Unable To Generate Revenue, We May Not Become Profitable.

We have a limited operating history from which to evaluate our business and prospects. We
have earned $175,000 in revenue from our inception to February 28, 2006. For the fiscal year ended February 28, 2006, we had a net loss of ($715,023) and we had a cumulative net loss of ($3,660,097) for the period since inception at
March 3, 2000 to February 28, 2006. We cannot assure you that our future operations will be implemented successfully or that we will ever have profits. Moreover, we may not realize revenue from our current projects for a substantial period
of time, if at all, which may result in our inability to continue financing our operations. If we are unable to sustain our operations, we will be forced to cease operations entirely. Furthermore, we are experiencing the initial costs and
uncertainties of a newly formed business, including additional expenditures, unforeseen costs and difficulties, complications, and delays, all of which must be resolved and/or paid without the benefit of a predictable revenue stream. These risks and
uncertainties include the following:

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



13



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 we may not be able to successfully implement our business model and strategy.

We cannot be sure that we will be successful in meeting these challenges and addressing these risks and uncertainties. If we are unable to do so, our
business will not be successful.

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

As of the date of our most recent
audit, which included the fiscal years ended February 28, 2006 and February 28, 2005, we had not generated sufficient revenues for our cash flow needs. As a result, our auditors have expressed substantial doubt about our ability to
continue as a going concern. We are operating at a net loss, and expect to continue to incur losses in the future. We have not established any other source of equity or debt financing other than that which is described in our discussion entitled
Managements Discussion and AnalysisPlan of OperationsLiquidity. We cannot assure you that we will be able to obtain sufficient funds to continue the development and pre-production of television shows and motion
pictures, that we will be able to produce and sell our scripts, shows and motion pictures, or that our virtual studio will become self-funding. We also cannot assure you that we will be able to generate sufficient revenue to fund our business. If we
cannot continue as a going concern, we may need to substantially revise our business plan or cease operations.

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

Our ability to raise additional funds
in the public or private markets will be adversely affected if the results of our business operations continue to be unfavorable. We may seek additional funding through equity financing, loans, or investments from new or existing stockholders. We
cannot assure you that any such funding will be available to us, or if available, that it will be available on terms favorable to us. If adequate funds are not available, we will not be able to complete the production of our developed projects. As a
result, we may be required to discontinue our operations without obtaining any value for our scripts or projects under development. If we are successful in obtaining additional funds, the terms of the financing may have the effect of diluting your
interest in our Company.

We Are In Default Under Our Debt Obligations, and If We Fail to Restructure Our Outstanding Indebtedness, The Lenders May Take
Actions That Would Have Material Adverse Impacts On The Company

The Company has significant outstanding indebtedness, and is in default under its
obligations to repay a significant portion of such indebtedness. As of February 28, 2006, the Company has an aggregate outstanding balance of $1,105,519 in debt obligations (including accrued interest), of which $916,861 is past due or due on
demand. The Company also has significant upcoming debt payment obligations, and does not have the cash to its existing or future debt obligations. These events of default provide the lenders with certain rights, including the right to institute an
involuntary bankruptcy proceeding against the Company. To date, the lenders have not exercised any material creditors remedies. If they choose to exercise these rights in the future, the Company may seek the protection afforded by the
bankruptcy or insolvency laws and any such exercise would have a material adverse effect on the Company. The Companys default on its debt obligations and our potential need to seek protection under the bankruptcy or insolvency laws raise
substantial doubt about our ability to continue as a going concern.



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Risks Related To Our Business

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

Producing television shows and feature length films involves substantial risks, because they require that we spend significant funds based entirely on our preliminary
evaluation of the screenplays commercial potential as a film. It is impossible to predict the success of any film or show before the production starts. The ability of a show or film to generate revenues will depend upon a variety of
unpredictable factors, including:



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



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



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



| |  |  | the fact that not all shows and films are distributed in all media forms or that chosen distribution channels may be ineffective.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------

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

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

Our success is highly dependent upon the continued services of our Chief Executive
Officer, President and director, Corbin Bernsen, and our outside director, George Mainas. Virtually all decisions concerning the conduct of our business are made by Messrs. Bernsen and Mainas. The loss of any of these individuals could have a
material adverse effect on us. We have not entered into any agreement with Messrs. Bernsen or Mainas that would prevent them from leaving us, nor have we obtained any key man life insurance. If we lose either of their services, we may not be able to
hire and retain other officers with comparable experience or contacts. As a result, the loss of the services of any of these individuals may limit our ability to properly conduct our operations in a cost-effective manner.

Our Officers and Directors Own A Large Percentage Of Our Outstanding Shares Of Common Stock Which Provides Them Significant Voting Power And Their Interests May
Differ From Those Of Other Shareholders

As of the date of this report, our officers and directors in the aggregate own approximately 31% of the
Companys issued and outstanding shares. Accordingly, our officers and directors have the ability to influence the election of the Companys directors. Further, our officers and directors may use their voting power to effect a major
transaction requiring shareholder approval. Our articles of incorporation do not provide for cumulative voting. Our officers and directors also have the power to vote their shares to influence a change in control or vote against a transaction that
could be beneficial to the Company. The interests of these shareholders may differ from the interests of the other shareholders, and may limit the ability of other shareholders to affect the Companys management and affairs.



15



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

The persons serving as our officers and directors are not paid any compensation and have existing obligations outside of the Company. We cannot guarantee that any of our
officers or directors will be able to devote sufficient amounts of their business time to enable us to implement our business plan. If our officers or directors do not devote a sufficient amount of their business time to the management of our
business, we may lose our ability to rapidly and appropriately respond to market conditions and opportunities, which may limit our competitiveness. Such a loss of competitiveness may result in our inability to generate sufficient revenue to finance
our continuing operations. This may reduce the value of our company and, accordingly, the value of your investment.

We May Not Be Able To Protect Our
Proprietary Rights and May Infringe On The Proprietary Rights Of Others, Should We Be Deemed To Infringe Upon The Propriety Rights Of Others, We May Face Litigation And/Or Be Required To Alter Out Content Which Contains The Contested Intellectual
Property.

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

We have not received patent certification from the United States Patent and Trademark Office for
our virtual studio. As a result, if another production company is able to develop a software model identical or similar to our virtual studio, we may not be able to successfully prosecute our patent. Accordingly, we may be forced to compete with
other companies for viewers, sponsors, advertisers, film production companies and television production companies with respect to our virtual studio. If these companies have greater resources than we do for revenue generation, we may not be able to
form a self-sustaining virtual studio business unit.

We May Face Additional Risks Due To Our Reliance On Outsourced Production Studios For Films
and Television Shows We Choose To Produce Ourselves.

We intend to outsource certain aspects of the production requirements for our television and film
projects. We do not intend to maintain a relationship with one particular studio or production group. Consequently, we may be subject to certain risks associated with outsourcing, which include, but may not be limited to:



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



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



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



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



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



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



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

Moreover, we may not receive competitive pricing from our production studios as we do not intend to form a relationship with one particular studio. Due to our dependency on outsourced production studios and the
inherent difficulty in replacing outsourced production studios in an efficient or expeditious manner, the



16



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occurrence of any condition preventing or hindering the production or delivery of our films and shows by any one or more of our outsourcing production
studios may require us to mitigate our actual or potential loss by switching outsourced production studios.

We Are Responsible For The Indemnification
Of Our Officers and Directors. Should Our Officers And/Or Directors Require Us To Contribute To Their Defense, We May Be Required To Spend Significants Amount Of Our Capital.

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

If We Exceed Our Budgets
In Our Projects, We May Be Unable To Recoup Our Costs

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

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

Our Revenues May Fluctuate Significantly And Our Results Of Operations May Be Difficult To Predict

Revenues and results of operations are difficult to predict and depend on a variety of factors. Our revenues and results of operations will depend significantly upon the commercial success of our projects that we
produce and distribute, which we cannot predict with certainty. Consequently, our revenues and results of operations may fluctuate significantly from period to period, and the results of any one period may not be indicative of the results for any
future periods.

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

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



17



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

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

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



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ITEM 7. FINANCIAL STATEMENTS

PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2006 AND 2005

PUBLIC MEDIA
WORKS, INC. AND SUBSIDIARY

TABLE OF CONTENTS



|                                                        |  |     
|------------------------------------------------------- |  | ----
|                                                        |  | Page
|Financial Statements:                                   |  |     
|                                                        | 
|Report of Independent Registered Public Accounting Firm |  | 20  
|                                                        | 
|Consolidated Balance Sheets                             |  | 21  
|                                                        | 
|Consolidated Statements of Operations                   |  | 22  
|                                                        | 
|Consolidated Statements of Stockholders Equity         |  | 23  
|                                                        | 
|Consolidated Statements of Cash Flows                   |  | 25  
|                                                        | 
|Notes to Consolidated Financial Statements              |  | 27  



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders

of Public Media Works, Inc.

We have audited the accompanying consolidated balance sheets of Public Media Works, Inc. and subsidiary (a Delaware corporation) as of February 28, 2006 and 2005, and the related consolidated statements of
operations, stockholders equity and cash flows for each of the three years in the period ended February 28, 2006. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the financial position of Public Media Works, Inc. and subsidiary as of February 28, 2006 and 2005, and the results of its operations and its cash flows for each
of the three years in the period ended February 28, 2006 in conformity with U.S. generally accepted accounting principles.

The accompanying
consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 15 to the financial statements, the Company incurred a net loss of $715,023 and $1,100,561, respectively, during
the years ended February 28, 2006 and 2005, and as of February 28, 2006, the Companys current liabilities exceeded its current assets by $1,252,988. 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 additional capital contributions from the sale of stock and the ability to generate operating revenue as the Company transitions from a development stage
company to an operating company. The financial statements do not include any adjustments that might be necessary should the company be unable to continue as a going concern.

/s/ Burnham & Schumm, P.C.

Salt Lake City, Utah

May 25, 2006



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

FEBRUARY 28, 2006 AND 2005



|                                                                                                               |  |      |            |   |      |   |            |  
|-------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|Assets                                                                                                         |  | 2006 |            |   | 2005 |  
|Current Assets:                                                                                                |  |      |            |   |      |   |            |  
|Cash                                                                                                           |  | $    | 391        |   |      | $ | 11,560     |  
|Accounts receivable, less allowance for doubtful accounts of $-0-                                              |  |      | 994        |   |      |   | 3,876      |  
|                                                                                                               |  |      |            |   |      |   |            |  
|Total current assets                                                                                           |  |      | 1,385      |   |      |   | 15,436     |  
|                                                                                                               |  |      |            |   |      |   |            |  
|Property and equipment, net                                                                                    |  |      | 9,109      |   |      |   | 22,967     |  
|                                                                                                               |  |      |            |   |      |   |            |  
|                                                                                                               |  |     
|Other Assets:                                                                                                  |  |      |            |   |      |   |            |  
|Film development costs                                                                                         |  |      | 66,500     |   |      |   | 4,000      |  
|Note receivable, related party                                                                                 |  |      |           |   |      |   | 125,000    |  
|Investment in limited liability company                                                                        |  |      | 46,363     |   |      |   | 24,000     |  
|                                                                                                               |  |      |            |   |      |   |            |  
|Total other assets                                                                                             |  |      | 112,863    |   |      |   | 153,000    |  
|                                                                                                               |  |      |            |   |      |   |            |  
|Total Assets                                                                                                   |  | $    | 123,357    |   |      | $ | 191,403    |  
|                                                                                                               |  |      |            |   |      |   |            |  
|                                                                                                               |  |     
|Liabilities and Stockholders Equity                                                                           |  |      |            |   |      |   |            |  
|Current Liabilities:                                                                                           |  |      |            |   |      |   |            |  
|Accounts payable and accrued expenses                                                                          |  | $    | 148,854    |   |      | $ | 255,351    |  
|Accrued salaries and related taxes                                                                             |  |      |           |   |      |   | 97,198     |  
|Accrued interest, stockholders                                                                                 |  |      | 178,229    |   |      |   | 128,889    |  
|Accrued interest                                                                                               |  |      | 2,036      |   |      |   | 10,459     |  
|Deferred revenue                                                                                               |  |      |           |   |      |   | 10,000     |  
|Notes payable                                                                                                  |  |      | 68,155     |   |      |   | 249,000    |  
|Notes payable, stockholders                                                                                    |  |      | 674,477    |   |      |   | 530,176    |  
|Notes payable, line of credit, related party                                                                   |  |      | 182,622    |   |      |   | 168,000    |  
|                                                                                                               |  |      |            |   |      |   |            |  
|                                                                                                               |  |     
|Total current liabilities                                                                                      |  |      | 1,254,373  |   |      |   | 1,449,073  |  
|                                                                                                               |  |      |            |   |      |   |            |  
|                                                                                                               |  |     
|Stockholders Equity:                                                                                          |  |      |            |   |      |   |            |  
|Common stock, $.0001 par value 100,000,000 shares authorized, 30,818,991 and 25,552,500 issued and outstanding |  |      | 3,082      |   |      |   | 2,555      |  
|Additional paid-in capital                                                                                     |  |      | 2,525,999  |   |      |   | 1,684,849  |  
|Accumulated deficit                                                                                            |  |      | (3,660,097 | ) |      |   | (2,945,074 | )
|                                                                                                               |  |      |            |   |      |   |            |  
|Total stockholders equity                                                                                     |  |      | (1,131,016 | ) |      |   | (1,257,670 | )
|                                                                                                               |  |      |            |   |      |   |            |  
|Total Liabilities and Stockholders Equity                                                                     |  | $    | 123,357    |   |      | $ | 191,403    |  
|                                                                                                               |  |      |            |   |      |   |            |  

The accompanying notes are an integral

part of the financial statements.



21



---

PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS



|                                  |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|--------------------------------- |  | ----------------------------------- | -------- | - | ----------------------------------- | - | ---------- | ----------------------------------- |  | - | -------- | -
|                                  |  | For the Year EndedFebruary 28, 2006 |          |   | For the Year EndedFebruary 28, 2005 |   |            | For the Year EndedFebruary 29, 2004 | 
|Revenues:                         |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Movie script sales                |  | $                                   |         |   |                                     | $ | 50,000     |                                     |  | $ |         |  
|Producing income                  |  |                                     | 50,000   |   |                                     |   | 75,000     |                                     |  |   |         |  
|                                  |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Total revenues                    |  |                                     | 50,000   |   |                                     |   | 125,000    |                                     |  |   |         |  
|Cost of film development          |  |                                     |         |   |                                     |   | 59,872     |                                     |  |   |         |  
|                                  |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Gross profit                      |  |                                     | 50,000   |   |                                     |   | 65,128     |                                     |  |   |         |  
|                                  |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Operating expenses:               |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Listing fees                      |  |                                     | 10,845   |   |                                     |   |           |                                     |  |   |         |  
|Advertising and promotion         |  |                                     | 30,852   |   |                                     |   | 31,115     |                                     |  |   | 491      |  
|Auto expenses                     |  |                                     | 3,353    |   |                                     |   | 33,193     |                                     |  |   | 33,815   |  
|Investor relations, related party |  |                                     | 105,000  |   |                                     |   | 105,000    |                                     |  |   |         |  
|Professional fees                 |  |                                     | 154,296  |   |                                     |   | 167,277    |                                     |  |   | 34,153   |  
|Office expenses                   |  |                                     | 7,801    |   |                                     |   | 20,558     |                                     |  |   | 25,079   |  
|Rent                              |  |                                     | 1,800    |   |                                     |   | 10,800     |                                     |  |   | 12,600   |  
|Salaries                          |  |                                     | 94,121   |   |                                     |   | 379,393    |                                     |  |   | 331,234  |  
|Payroll taxes                     |  |                                     |         |   |                                     |   | 29,359     |                                     |  |   | 21,888   |  
|Telephone and utilities           |  |                                     | 7,557    |   |                                     |   | 17,172     |                                     |  |   | 10,116   |  
|Consulting costs                  |  |                                     | 68,788   |   |                                     |   | 37,090     |                                     |  |   | 49,700   |  
|Web site development costs        |  |                                     | 31,864   |   |                                     |   | 79,767     |                                     |  |   | 121,744  |  
|Depreciation                      |  |                                     | 9,976    |   |                                     |   | 13,672     |                                     |  |   | 12,224   |  
|Travel and entertainment          |  |                                     | 15,941   |   |                                     |   | 174,603    |                                     |  |   | 82,918   |  
|Other                             |  |                                     | 5,905    |   |                                     |   | 21,041     |                                     |  |   | 10,973   |  
|Bad debt expense                  |  |                                     | 165,000  |   |                                     |   |           |                                     |  |   |         |  
|                                  |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Total operating expenses          |  |                                     | 713,099  |   |                                     |   | 1,120,040  |                                     |  |   | 746,935  |  
|                                  |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Operating loss                    |  |                                     | (663,099 | ) |                                     |   | (1,054,912 | )                                   |  |   | (746,935 | )
|                                  |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Other income (expense):           |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Forgiveness of debt income        |  |                                     | 12,600   |   |                                     |   |           |                                     |  |   |         |  
|Loss on disposal of fixed assets  |  |                                     | (3,882   | ) |                                     |   |           |                                     |  |   |         |  
|Interest income                   |  |                                     |         |   |                                     |   |           |                                     |  |   | 986      |  
|Interest expense                  |  |                                     | (59,842  | ) |                                     |   | (44,049    | )                                   |  |   | (31,878  | )
|                                  |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Total other income (expense)      |  |                                     | (51,124  | ) |                                     |   | (44,049    | )                                   |  |   | (30,892  | )
|                                  |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Loss before income taxes          |  |                                     | (714,223 | ) |                                     |   | (1,098,961 | )                                   |  |   | (777,827 | )
|Provision for income taxes        |  |                                     | 800      |   |                                     |   | 1,600      |                                     |  |   | 1,600    |  
|                                  |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Net loss                          |  | $                                   | (715,023 | ) |                                     | $ | (1,100,561 | )                                   |  | $ | (779,427 | )
|                                  |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Net loss per share                |  | $                                   | (.03     | ) |                                     | $ | (.04       | )                                   |  | $ | (.06     | )
|                                  |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  

The accompanying notes are an integral

part of the financial statements.



22



---

PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED FEBRUARY 28, 2006



|                                                                                        |  |              |  |                            |       |                     |   |           |  |   |            |  
|--------------------------------------------------------------------------------------- |  | ------------ |  | -------------------------- | ----- | ------------------- | - | --------- |  | - | ---------- | -
|                                                                                        |  | Common Stock |  | Additional Paid-in Capital |       | Accumulated Deficit |  
|                                                                                        |  | Shares       |  | Amount                     |       |                    
|Balance, February 28, 2003                                                              |  | 5,000,000    |  | $                          | 500   |                     | $ | 569,905   |  | $ | (1,065,086 | )
|Common stock issued in connection with the acquisition of subsidiary on August 30, 2003 |  | 20,000,000   |  |                            | 2,000 |                     |   | 880,000   |  |   |           |  
|Common stock issued for $.40 a share in September 2003                                  |  | 12,500       |  |                            | 1     |                     |   | 4,999     |  |   |           |  
|Common stock issued for $.40 a share in January and February 2004                       |  | 500,000      |  |                            | 50    |                     |   | 199,950   |  |   |           |  
|Net loss for the year ended February 29, 2004                                           |  |             |  |                            |      |                     |   |          |  |   | (779,427   | )
|                                                                                        |  |              |  |                            |       |                     |   |           |  |   |            |  
|Balance, February 29, 2004                                                              |  | 25,512,500   |  |                            | 2,551 |                     |   | 1,654,854 |  |   | (1,844,513 | )
|Common stock issued for $.75 a share in February 2005                                   |  | 40,000       |  |                            | 4     |                     |   | 29,995    |  |   |           |  
|Net loss for the year ended February 28, 2005                                           |  |             |  |                            |      |                     |   |          |  |   | (1,100,561 | )
|                                                                                        |  |              |  |                            |       |                     |   |           |  |   |            |  
|Balance, February 28, 2005                                                              |  | 25,552,500   |  | $                          | 2,555 |                     | $ | 1,684,849 |  | $ | (2,945,074 | )
|                                                                                        |  |              |  |                            |       |                     |   |           |  |   |            |  

The accompanying notes are an integral

part of the financial statements.



23



---

PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

FOR EACH OF THE THREE YEARS IN THE
PERIOD ENDED FEBRUARY 28, 2006



|                                                                                                              |  |              |  |                            |       |                     |   |           |  |   |            |  
|------------------------------------------------------------------------------------------------------------- |  | ------------ |  | -------------------------- | ----- | ------------------- | - | --------- |  | - | ---------- | -
|                                                                                                              |  | Common Stock |  | Additional Paid-in Capital |       | Accumulated Deficit |  
|                                                                                                              |  | Shares       |  | Amount                     |       |                    
|Balance, February 28, 2005                                                                                    |  | 25,552,500   |  | $                          | 2,555 |                     | $ | 1,684,849 |  | $ | (2,945,074 | )
|Common stock issued for services rendered during the year ended February 28, 2006                             |  | 2,198,711    |  |                            | 220   |                     |   | 364,245   |  |   |           |  
|Common stock issued for $.10 a share in October 2005                                                          |  | 858,000      |  |                            | 86    |                     |   | 85,714    |  |   |           |  
|Common stock issued in connection with the acquisition of film rights on September 6, 2005 for $.25 per share |  | 250,000      |  |                            | 25    |                     |   | 62,475    |  |   |           |  
|Common stock issued for conversion of note principal and interest during the year ended February 28, 2006     |  | 1,959,780    |  |                            | 196   |                     |   | 328,716   |  |   |           |  
|Net loss for the year ended February 28, 2006                                                                 |  |             |  |                            |      |                     |   |          |  |   | (715,023   | )
|                                                                                                              |  |              |  |                            |       |                     |   |           |  |   |            |  
|Balance, February 28, 2006                                                                                    |  | 30,818,991   |  | $                          | 3,082 |                     | $ | 2,525,999 |  | $ | (3,660,097 | )
|                                                                                                              |  |              |  |                            |       |                     |   |           |  |   |            |  

The accompanying notes are an integral

part of the financial statements.



24



---

PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                            |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|--------------------------------------------------------------------------- |  | ----------------------------------- | -------- | - | ----------------------------------- | - | ---------- | ----------------------------------- |  | - | -------- | -
|                                                                            |  | For the Year EndedFebruary 28, 2006 |          |   | For the Year EndedFebruary 28, 2005 |   |            | For the Year EndedFebruary 29, 2004 | 
|Cash flows from operating activities:                                       |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Net loss                                                                    |  | $                                   | (715,023 | ) |                                     | $ | (1,100,561 | )                                   |  | $ | (779,427 | )
|Adjustments to reconcile net loss to cash provided by operating activities: |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Loss on note receivable                                                     |  |                                     | 125,000  |   |                                     |   |           |                                     |  |   |         |  
|Expenses paid directly by related party creditors                           |  |                                     | 190,601  |   |                                     |   | 3,000      |                                     |  |   | 17,325   |  
|Loss on disposal of fixed assets                                            |  |                                     | 3,882    |   |                                     |   |           |                                     |  |   |         |  
|Depreciation                                                                |  |                                     | 9,976    |   |                                     |   | 13,672     |                                     |  |   | 12,224   |  
|Common stock issued for services and expenses                               |  |                                     | 402,531  |   |                                     |   |           |                                     |  |   |         |  
|(Increase) decrease in accounts receivable                                  |  |                                     | 2,882    |   |                                     |   | (3,876     | )                                   |  |   |         |  
|(Increase) decrease in shareholder receivable                               |  |                                     |         |   |                                     |   | 65,000     |                                     |  |   | (65,000  | )
|(Increase) decrease in prepaid expenses and interest receivable             |  |                                     |         |   |                                     |   | 2,140      |                                     |  |   | (1,930   | )
|Increase (decrease) in accounts payable and accrued expenses                |  |                                     | (162,778 | ) |                                     |   | 330,879    |                                     |  |   | 94,163   |  
|Increase (decrease) in deferred revenue                                     |  |                                     | (10,000  | ) |                                     |   | 10,000     |                                     |  |   |         |  
|                                                                            |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Net cash used by operating activities:                                      |  |                                     | (152,929 | ) |                                     |   | (679,746   | )                                   |  |   | (722,645 | )
|                                                                            |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Cash flows from investing activities:                                       |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Cash loaned to related party                                                |  |                                     |         |   |                                     |   |           |                                     |  |   | (125,000 | )
|Purchase of property and equipment                                          |  |                                     |         |   |                                     |   | (394       | )                                   |  |   | (16,655  | )
|Film development costs capitalized                                          |  |                                     |         |   |                                     |   | (2,500     | )                                   |  |   | (5,500   | )
|Investment in Car Pool Guy Partners, LLC                                    |  |                                     | (22,363  | ) |                                     |   | (20,000    | )                                   |  |   |         |  
|                                                                            |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  
|Net cash used by investing activities                                       |  | $                                   | (22,363  | ) |                                     | $ | (22,894    | )                                   |  | $ | (147,155 | )
|                                                                            |  |                                     |          |   |                                     |   |            |                                     |  |   |          |  

The accompanying notes are an integral

part of the financial statements.



25



---

PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS  CONTINUED



|                                                                    |  |                                     |         |   |                                     |   |         |                                     |  |   |         |  
|------------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ----------------------------------- | - | ------- | ----------------------------------- |  | - | ------- | -
|                                                                    |  | For the Year EndedFebruary 28, 2006 |         |   | For the Year EndedFebruary 28, 2005 |   |         | For the Year EndedFebruary 29, 2004 | 
|Cash flows from financing activities:                               |  |                                     |         |   |                                     |   |         |                                     |  |   |         |  
|Issuance of common stock                                            |  | $                                   | 85,800  |   |                                     | $ | 185,000 |                                     |  | $ | 930,000 |  
|Cash contributed by stockholders                                    |  |                                     |        |   |                                     |   |        |                                     |  |   | 2,000   |  
|Proceeds from related party borrowings                              |  |                                     | 78,323  |   |                                     |   | 268,000 |                                     |  |   |        |  
|Proceeds from short- term borrowings                                |  |                                     |        |   |                                     |   | 249,000 |                                     |  |   |        |  
|Repayment of related party borrowings                               |  |                                     |        |   |                                     |   |        |                                     |  |   | (50,000 | )
|                                                                    |  |                                     |         |   |                                     |   |         |                                     |  |   |         |  
|Net cash provided by financing activities                           |  |                                     | 164,123 |   |                                     |   | 702,000 |                                     |  |   | 882,000 |  
|                                                                    |  |                                     |         |   |                                     |   |         |                                     |  |   |         |  
|Net increase (decrease) in cash                                     |  |                                     | (11,169 | ) |                                     |   | (640    | )                                   |  |   | 12,200  |  
|Cash, beginning of period                                           |  |                                     | 11,560  |   |                                     |   | 12,200  |                                     |  |   |        |  
|                                                                    |  |                                     |         |   |                                     |   |         |                                     |  |   |         |  
|Cash, end of period                                                 |  | $                                   | 391     |   |                                     | $ | 11,560  |                                     |  | $ | 12,200  |  
|                                                                    |  |                                     |         |   |                                     |   |         |                                     |  |   |         |  
|Interest paid                                                       |  | $                                   |        |   |                                     | $ |        |                                     |  | $ | 145     |  
|                                                                    |  |                                     |         |   |                                     |   |         |                                     |  |   |         |  
|Income taxes paid                                                   |  | $                                   | 800     |   |                                     | $ | 2,400   |                                     |  | $ | 1,600   |  
|                                                                    |  |                                     |         |   |                                     |   |         |                                     |  |   |         |  
|Stock subscriptions                                                 |  | $                                   |        |   |                                     | $ |        |                                     |  | $ | 155,000 |  
|                                                                    |  |                                     |         |   |                                     |   |         |                                     |  |   |         |  
|Movie script contributed to investment in LLC                       |  | $                                   |        |   |                                     | $ | 4,000   |                                     |  | $ |        |  
|                                                                    |  |                                     |         |   |                                     |   |         |                                     |  |   |         |  
|250,000 common shares issued to purchase film rights and scripts    |  | $                                   | 62,500  |   |                                     | $ |        |                                     |  | $ |        |  
|                                                                    |  |                                     |         |   |                                     |   |         |                                     |  |   |         |  
|1,979,780 common shares issued to retire notes payable and interest |  | $                                   | 328,912 |   |                                     | $ |        |                                     |  | $ |        |  
|                                                                    |  |                                     |         |   |                                     |   |         |                                     |  |   |         |  
|Accounts payable and Accrued expenses converted to notes payable    |  | $                                   | 234,155 |   |                                     | $ |        |                                     |  | $ |        |  
|                                                                    |  |                                     |         |   |                                     |   |         |                                     |  |   |         |  
|2,198,711 common shares issued to pay company expenses              |  | $                                   | 364,465 |   |                                     | $ |        |                                     |  | $ |        |  
|                                                                    |  |                                     |         |   |                                     |   |         |                                     |  |   |         |  

The accompanying notes are an integral

part of the financial statements.



26



---

PUBLIC MEDIA WORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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



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

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



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

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



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

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



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

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



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

The Company expenses
all advertising and promotion costs as incurred.



27



---

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

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



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

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



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



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



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



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



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



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

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



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

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



28



---

| | 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.



| | k. | Statement Presentation
| | -- | ----------------------

Certain previously reported
amounts have been reclassified to conform to fiscal year end February 28, 2006 report classifications. These reclassifications had no effect on net income and stockholders equity.



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

For the years ended February 28,
2006 and 2005, the Company has recognized $50,000 and $125,000 of revenues, respectively. $50,000 was earned for writing a movie script in March 2004 called On the Hedge. $75,000 was earned in the second quarter of 2004 for producing a
pilot for a potential television reality show with a joint venture partner, see note 6. $50,000 was earned in October 2005 for producing the movie Car Pool Guy. See note 5 for information related to the joint venture with Car Pool Guy
Partners, LLC.



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

On
February 28, 2006 and 2005, the Company has a $-0- and $125,000 note receivable. On December 19, 2003, the Company loaned $125,000 to Old Tucson Corporation, a company owned by stockholders of Public Media Works, Inc. The note receivable
bears interest at 4% and matured on June 20, 2004, which is now in default. The note is secured by the stockholders stock (312,500 common shares) in Public Media Works, Inc. The Company has been informed by Old Tucson Corporation that the
note receivable will not be repaid. The Company is currently in the process of canceling the common shares held as collateral. Under terms of the original agreement, $5,000 of interest income would have been recorded in the years ending
February 28, 2006 and 2005, however, due to the non-payment, interest has not been recorded. $986 of interest income was recorded in the Statement of Operations for the year ended February 29, 2004.



29



---

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

At February 28, 2006
and 2005, the Company has capitalized $66,500 and $4,000, respectively for film development costs. 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. The company intends to develop the screenplays into feature
films or a television series within the next three years.



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

At
February, 28, 2006 and 2005, the Company has an investment of $46,363 and $24,000 in Car Pool Guy Partners, LLC., respectively. On October 15, 2004, the Company contributed its Car Pool Guy screenplay to the LLC with a capitalized
cost of $4,000. For contribution of the screenplay and production and marketing of the movie, the Company will receive a producing fee of 10% of the final production budget of $500,000. In addition, the Company will receive 40% of the remaining
profit of the film after 10% is paid to the actors and $700,000 is returned to the original investors of which the Company will receive $100,000.

The Company is to invest a total of $50,000 into the project. At February 28, 2006, $42,363 has been invested by the Company plus the $4,000 capitalized cost of the screenplay for a total investment of $46,363.

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



|6. | Investment in NFPMW, LLC
|-- | ------------------------

On August 17, 2004,
the Company received a 25% interest in NFPMW, LLC. The LLC was created so that if the reality television show pilot that the Company produced in 2004 is sold to one of the television networks, the Company is to receive 25% of the future profits from
the joint venture. At February 28, 2006 and 2005, the investment in the LLC is $-0-. The Company has made no capital contributions to the LLC and the LLC has had no income or loss since inception.



30



---

|7. | Property and Equipment
|-- | ----------------------

Property
and equipment comprises the following at February 28, 2006 and 2005:



|                                     |  |      |        |      |   |       
|------------------------------------ |  | ---- | ------ | ---- | - | ------
|                                     |  | 2006 |        | 2005
|                                     |  |     
|Furniture and leasehold improvements |  | $    | 2,554  |      | $ | 20,649
|Computer and office equipment        |  |      | 54,836 |      |   | 54,836
|                                     |  |      |        |      |   |       
|                                     |  |      | 57,390 |      |   | 75,485
|Less: accumulated depreciation       |  |      | 48,281 |      |   | 52,518
|                                     |  |      |        |      |   |       
|Property and equipment, net          |  | $    | 9,109  |      | $ | 22,967
|                                     |  |      |        |      |   |       

Depreciation expense for the years ended February 28, 2006 and 2005 was
$9,976 and $13,672, respectively.



|8. | Deferred Revenue
|-- | ----------------

At February 28, 2006 and
2005, the Company has recorded $-0- and $10,000 of deferred revenue, respectively, for producing the film Car Pool Guy. See note 5. In accordance with its revenue recognition policy, the producing fee has been properly reported as
deferred revenue until all conditions of revenue recognition have been met.



|9. | 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 February 28, 2006 and 2005, the outstanding balance is $182,622 and $168,000, respectively.



|10. | Note Payable, Stockholders
|--- | --------------------------

Stockholder notes
payable consist of the following at February 28, 2006 and 2005:



|                                                                                                                                                                     |  |      |         |      |   |        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                                                                                                                                                     |  | 2006 |         | 2005
|                                                                                                                                                                     |  |     
|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 due on demand. |  | $    | 411,062 |      | $ | 410,461
|Note payable to an individual, also a stockholder of the Company, the note is unsecured, due on demand and non-interest
bearing.                                     |  |      | 16,715  |      |   | 16,715 



31



---

|                                                                                                                                               |  |      |         |      |   |        
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                                                                                                                               |  | 2006 |         | 2005
|                                                                                                                                               |  |     
|Note payable to an individual, also a stockholder of the Company, interest is being charged at 6%, the note is unsecured and due July 17,
2006 |  |      | 180,000 |      |   |       
|Note payable to an individual, also a stockholder of the Company, interest is being charged at 6%, the note is unsecured and due on
demand.    |  |      | 10,000  |      |   | 100,000
|Note payable to an individual, also a stockholder of the Company, interest is being charged at 6%, the note is unsecured and due on
demand.    |  |      | 56,700  |      |   | 3,000  
|                                                                                                                                               |  |      |         |      |   |        
|                                                                                                                                               |  | $    | 674,477 |      | $ | 530,176
|                                                                                                                                               |  |      |         |      |   |        



|11. | Notes Payable
|--- | -------------

Notes payable consist of the
following at February 28, 2006 and 2005:



|                                                                                                                 |  |      |        |      |   |        
|---------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- | - | -------
|                                                                                                                 |  | 2006 |        | 2005
|                                                                                                                 |  |     
|Note payable to an individual, interest is being charged at 6%, the note is unsecured and due June 1, 2005.      |  | $    |       |      | $ | 225,000
|Note payable to an individual, interest is being charged at 6%, the note is unsecured and due October 1, 2005.   |  |      | 24,000 |      |   | 24,000 
|Note payable to an individual, interest is being charged at 6%, the note is unsecured and due September 6, 2006. |  |      | 44,155 |      |   |       
|                                                                                                                 |  |      |        |      |   |        
|                                                                                                                 |  | $    | 68,155 |      | $ | 249,000
|                                                                                                                 |  |      |        |      |   |        



32



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|12. | Issuance of Common Stock
|--- | ------------------------

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

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

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

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

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

Effective June 13, 2005, the Company paid $60,000 of investor relations
expense by issuing 150,000 shares of common stock at $.40 per share.

On July 18, 2005, the Company entered into a promissory note
conversion agreement. A $225,000 note payable was converted into 1,700,000 shares of common stock at $.132 per share. In addition, the Company issued 600,000 shares of common stock to a former employee as part of a separation and general release
agreement. The shares were valued at $.13 per share or $78,000.

In July 2005, the Company paid $49,700 of expenses by issuing 206,800
shares of common stock. $23,000 or $.23 per share was reported as consulting expense and $26,700 or $.25 per share was reported as professional fees in the accompanying statement of operations.

On September 6, 2005, the Company issued 250,000 shares of common stock to acquire 100% interest in two shows, A Taste in History and
Run N Gun. Film development costs were capitalized at $62,500 or $.25 per share.

In October 2005, the Company issued
858,000 shares of its common stock at $.10 per share for a total amount of $85,800.



33



---

|13. | Stock Options
|--- | -------------

On October 1, 2005, the Company
issued stock options to three members of its management. Each of the three individuals received the right to purchase up to 1,000,000 shares of the Companys common stock at $.25 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 500,000 shares of its common stock at
$.25 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 fiscal year ending February 28, 2006.

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.



|                            |  |                              
|--------------------------- |  | -----------------------------
|                            |  | Year ending February 28, 2006
|Expected volatility         |  | .1%                          
|Weighted-average volatility |  | .1%                          
|Expected dividends          |  | 0%                           
|Expected terms (in years)   |  | 1-3                          
|Risk-free rate              |  | 3.5%-6%                      



34



---

A summary of option activity under the Plan as of February 28, 2006, and changes during the year
then ended is presented below:



|                                 |  |           |  |                                |     |                                           |     |                          |   |  
|-------------------------------- |  | --------- |  | ------------------------------ | --- | ----------------------------------------- | --- | ------------------------ | - | -
|Options                          |  | Shares    |  | Weighted-AverageExercise Price |     | Weighted-AverageRemainingContractual Term |     | Aggregate IntrinsicValue
|                                 |  |           |  |                               
|Outstanding at February 28, 2005 |  | -0-       |  | $                              |    |                                           |     |                          |   |  
|Granted                          |  | 3,500,000 |  |                                | .25 |                                           |     |                          |   |  
|Exercised                        |  | -0-       |  |                                | -0- |                                           |     |                          |   |  
|Forfeited or expired             |  | -0-       |  |                                | -0- |                                           |     |                          |   |  
|                                 |  |           |  |                                |     |                                           |     |                          |   |  
|Outstanding at February 28, 2006 |  | 3,500,000 |  | $                              | .25 |                                           | 2.6 |                          | $ | 
|                                 |  |           |  |                                |     |                                           |     |                          |   |  
|Exercisable at February 28, 2006 |  | 3,500,000 |  | $                              | .25 |                                           | 2.6 |                          | $ | 
|                                 |  |           |  |                                |     |                                           |     |                          |   |  

The weighted-average grant-date fair value of options granted during the year ending
February 28, 2006 was $-0-. The total intrinsic value of options exercised during the year ended February 28, 2006 was $-0-.



|14. | Income Taxes
|--- | ------------

The provision for income tax consists
of the following components at February 28, 2006 and 2005, and February 29, 2004:



|                     |  |                  |     |                  |   |                  |  |   |      
|-------------------- |  | ---------------- | --- | ---------------- | - | ---------------- |  | - | -----
|                     |  | February 28,2006 |     | February 28,2005 |   | February 29,2004
|                     |  |                  |    
|Current:             |  |                  |     |                  |   |                  |  |   |      
|Federal income taxes |  | $                |    |                  | $ |                 |  | $ |     
|State income taxes   |  |                  | 800 |                  |   | 1,600            |  |   | 1,600
|Deferred             |  |                  |    |                  |   |                 |  |   |     
|                     |  |                  |     |                  |   |                  |  |   |      
|                     |  | $                | 800 |                  | $ | 1,600            |  | $ | 1,600
|                     |  |                  |     |                  |   |                  |  |   |      

The following reconciles income taxes reported in the financial statements to taxes that would be
obtained by applying regular tax rates to income before taxes:



|                                         |  |                  |          |   |                  |   |          |                  |  |   |          |  
|---------------------------------------- |  | ---------------- | -------- | - | ---------------- | - | -------- | ---------------- |  | - | -------- | -
|                                         |  | February 28,2006 |          |   | February 28,2005 |   |          | February 29,2004 | 
|                                         |  |                  |         
|Expected tax benefit using regular rates |  | $                | (242,836 | ) |                  | $ | (373,647 | )                |  | $ | (264,461 | )
|State minimum tax                        |  |                  | 800      |   |                  |   | 1,600    |                  |  |   | 1,600    |  
|Valuation allowance                      |  |                  | 242,836  |   |                  |   | 373,647  |                  |  |   | 264,461  |  
|                                         |  |                  |          |   |                  |   |          |                  |  |   |          |  
|Tax Provision                            |  | $                | 800      |   |                  | $ | 1,600    |                  |  | $ | 1,600    |  
|                                         |  |                  |          |   |                  |   |          |                  |  |   |          |  



35



---

Due to the Company transitioning from a development stage company to an operating company and incurring
net operating losses, a valuation allowance has been provided to reduce deferred tax assets to the amount that is more likely to be realized. The net deferred tax assets consist of the following components:



|                         |  |                   |            |   |                   |   |          |                   |  |   |          |  
|------------------------ |  | ----------------- | ---------- | - | ----------------- | - | -------- | ----------------- |  | - | -------- | -
|                         |  | February 28, 2006 |            |   | February 28, 2005 |   |          | February 29, 2004 | 
|                         |  |                   |           
|Deferred tax assets      |  | $                 | 1,194,519  |   |                   | $ | 980,656  |                   |  | $ | 621,584  |  
|Valuation allowance      |  |                   | (1,194,519 | ) |                   |   | (980,656 | )                 |  |   | (621,584 | )
|Deferred tax liabilities |  |                   |           |   |                   |   |         |                   |  |   |         |  
|                         |  |                   |            |   |                   |   |          |                   |  |   |          |  
|Net deferredtax assets   |  | $                 |           |   |                   | $ |         |                   |  | $ |         |  
|                         |  |                   |            |   |                   |   |          |                   |  |   |          |  

The Company has loss carryforwards totaling $2,916,329 that may be offset against future federal
income taxes. If not used, the carryforwards will expire as follows:



|     |  |                  |          
|---- |  | ---------------- | ---------
|     |  | Operating Losses
|2020 |  | $                | 380,704  
|2021 |  |                  | 128,030  
|2022 |  |                  | 125,383  
|2023 |  |                  | 657,670  
|2024 |  |                  | 921,821  
|2024 |  |                  | 702,721  
|     |  |                  |          
|     |  | $                | 2,916,329
|     |  |                  |          



|15. | Going Concern
|--- | -------------

As shown in the accompanying
financial statements, the Company incurred a net loss of $715,023 during year ended February 28, 2006 and accumulated losses of $3,660,097 since opening for business in 2000. The Companys current liabilities exceed its current assets by
$1,252,988 at February 28, 2006. 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.



36



---

|16. | Subsequent Events
|--- | -----------------

On April 6, 2006, the
Company issued 150,000 of its authorized common shares to an individual that provided consulting services in the first quarter of year ending February 28, 2007. The consulting services are valued at $9,750 or $.065 per share.

In May 2006, the Company agreed to issue 1,000,000 shares of its common stock at $.05 per share for a total amount of $50,000 to a board member and
stockholder.

In May 2006, the Company borrowed $50,000 from its Chief Executive Officer, Corbin Bernsen. The unsecured note payable bears
interest at 6% and is due in one year.

In April 2006, the Company entered into a note payable conversion. A $44,155 note payable was
reduced to $10,000 by issuing 166,166 shares of common stock. The note payable was reduced by $34,155 which resulted in the shares being valued at $.20 per share.



|17. | Litigation
|--- | ----------

The Company has had a claim filed
against them for non-payment of services provided. The Company has accrued $46,875 in the February 28, 2006 financial statement for services provided for web site development and maintenance. The Company was not satisfied with the services and
has tried to cancel the contract. If the Company cannot settle the claim for the amount accrued, an additional $118,625 could be owed.



37



---

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We have not had any disputes or disagreements with Burnham & Schumm, P.C., our independent outside auditors, which have been engaged by the Company since May
2003.

ITEM 8A. CONTROLS AND PROCEDURES

Disclosure 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 Chief 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. Under the supervision of our Chief
Executive Officer, who is also our principal financial 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 February 28, 2006, the design and operation of such disclosure controls and procedures were effective.

Management Changes.During the most recent fiscal year, we experienced several changes in management, including the Chief Executive Officer and Chief Financial Officer, which will necessarily result in changes in our internal control
over financial reporting.



38



---

Limitations On Disclosure Controls And Procedures. Our management, including our Chief Executive Officer, who is
also our principal financial 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.

ITEM 8B. OTHER INFORMATION

Effective April 6, 2006, the Company executed a Promissory Note in the amount of $44,155 in favor of Stephen Brown for amounts loaned by Mr. Brown to the Company. Effective April 14, 2006, the Company,
Stephen Brown and Milagro Entertainment, Inc. entered into a General Release pursuant to which the parties agreed to rescind the Asset Purchase Agreement dated December 21, 2005 and settle all matters of business between the parties. The
General Release also consented to Mr. Browns assignment of the Promissory Note to a third party. Effective April 14, 2006, the Company entered into an agreement with the assignee third party of the Promissory Note pursuant to which
the third party agreed that all of the Companys obligations under the Promissory Note will be satisfied in exchange for the Companys payment of $10,000 on or before July 1, 2006. The Company also issued 166,666 shares of the
Companys Common Stock to such third party as consideration.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Company directors are elected by the stockholders to a term of one (1) year and to serve until his or her successor is elected and qualified. Each of the officers is
appointed by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. There have been no material changes to the procedures by which stockholders can
nominate directors. The Board of Directors has no nominating, compensation, or audit committees, and does not have an audit committee financial expert. There are no family relationships among members of management or the Board of
Directors of the Company.

The following table sets forth certain information regarding executive officers and directors of the Company as of
February 28, 2006:



|               |  |     |  |                                                             
|-------------- |  | --- |  | ------------------------------------------------------------
|Name           |  | Age |  | Position                                                    
|Corbin Bernsen |  | 51  |  | Chief Executive Officer, President, Secretary and a Director
|George Mainas  |  | 61  |  | Director                                                    

CORBIN BERNSEN has served as our President and a Director since August 30, 2003, and as our Chief
Executive Officer since February 2006. Prior to that, Mr. Bernsen served as President and a director to



39



---

Public Media Works, Inc., its predecessor, from November 2002 to August 30, 2003. From February 2002 through July 2003, Mr. Bernsen
was Chief Executive Officer and a director to 1st Step, Inc., a privately held entertainment consulting company. Mr. Bernsen served as Chief Executive Officer to Public Media Works from its inception in March 2000 until November 2002.
Mr. Bernsen continues to serve as sole owner of Team Cherokee, Inc., which serves as Mr. Bernsens vehicle for maintaining his acting contracts and agreements, a position he has held since 1987. Mr. Bernsen continues to work as
an actor and scriptwriter for films and television.

GEORGE MAINAS has served as a director of the Company since September 2005. Mr. Mainas was
also the Chief Executive Officer of the Company from September 2005 to December 2005. Mr. Mainas has been the Managing Director of Mainas Development Corporation since 1981. Mainas Development Corporation is primarily engaged in the
development, construction and financing of real estate projects, and also invests in companies outside of the real estate industry. Mr. Mainas currently serves as a Chairman of Global Cable Systems, a Canadian publicly traded company.
Mr. Mainas has over 40 years of domestic and international business experience and has been a founder, director and investor in both public and private companies.

Board of Directors

The Companys organizational documents authorize five board members, two of which are
currently filled by Mr. Bernsen and Mr. Mainas. The Company does not have any current arrangement regarding compensation of its directors, other than reimbursement of travel expenses and other standard out-of-pocket expenditures. The
Company does not anticipate compensating its directors for board or committee participation or other service to the Company at this time

Compliance
with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company pursuant to Section 16(a)-3e
of the Exchange Act, the Company notes the following delinquencies for the period ended February 28, 2006: one Form 4 was filed one day late for Mr. Szabo, the Companys former Chief Executive Officer, and one Form 3 was filed two
days late for Mr. Brown, the Companys former Chief Executive Officer and Chairman of the Board.

Company Code of Ethics

The Company has adopted a Code of Business Ethics and Conduct (the Code) that applies to the every officer of and director to the Company. The Code is
attached an exhibit to its Form 10-KSB filed with the Commission on August 18, 2004. The Code is also available free of charge upon request to the Company at 14759 Oxnard Street, Van Nuys, California 91411, Attention: Corbin Bernsen.

ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table (1)



|                            |  |                                     |  |        |         |       |   |                          |  |   |                       |     |  |   |                   |    
|--------------------------- |  | ----------------------------------- |  | ------ | ------- | ----- | - | ------------------------ |  | - | --------------------- | --- |  | - | ----------------- | ---
|Name and Principal Position |  | Fiscal YearEnding February 28 or 29 |  | Salary |         | Bonus |   | Other AnnualCompensation |  |   | All OtherCompensation |    
|Corbin Bernsen, CEO         |  | 2006                                |  | $      | 0       |       | $ | 0                        |  | $ | 0                     |     |  |   | 1,000,000 options | (2)
|                            |  | 2005                                |  | $      | 87,506  |       | $ | 0                        |  | $ | 11,000                | (3) |  | $ | 0                 |    
|                            |  | 2004                                |  | $      | 110,000 |       | $ | 5,000                    |  | $ | 0                     |     |  | $ | 0                 |    
|                            |  |                                     |  |        |        
|Stephen Brown (4)           |  | 2006                                |  | $      | 0       |       | $ | 0                        |  | $ | 0                     |     |  | $ | 0                 |    
|George Mainas (5)           |  | 2006                                |  | $      | 0       |       | $ | 0                        |  | $ | 0                     |     |  |   | 1,000,000 options | (2)
|                            |  |                                     |  |        |        
|Thomas Szabo (6)            |  | 2006                                |  | $      | 0       |       | $ | 0                        |  | $ | 0                     |     |  |   | 1,000,000 options | (2)
|                            |  | 2005                                |  | $      | 87,506  |       | $ | 0                        |  | $ | 11,000                | (3) |  | $ | 0                 |    
|                            |  | 2004                                |  | $      | 110,000 |       | $ | 5,000                    |  | $ | 0                     |     |  | $ | 0                 |    

---

|(1) | The Company has not granted any Stock Appreciation Rights or Long Term Incentive Plans, nor does the Company maintain any retirement, incentive, defined benefit, actuarial, pension
or profit-sharing programs.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



40



---

|(2) | On October 1, 2005, Mr. Bernsen, Mr. Mainas and Mr. Szabo were granted options to purchase up to 1,000,000 shares of common stock, vesting immediately, at an
exercise price of $.25 per share, and expiring on October 1, 2008. The terms of these options were subsequently modified on December 21, 2005 to provide that such options shall expire if not exercised within six (6) months after each
individual ceases to be on the Board of Directors of the Company.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr. Bernsen and Mr. Szabo received a car allowance in the amount of $11,000 during fiscal year ending 2005.
|--- | -----------------------------------------------------------------------------------------------------------

|(4) | Mr. Brown was the Companys Chief Executive Officer from December 21, 2005 until February 11, 2006.
|--- | ---------------------------------------------------------------------------------------------------

|(5) | Mr. Mainas was the Companys Chief Executive Officer from September 23, 2005 until December 21, 2005. Mr. Mainas is currently a director but not an officer
of the Company.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Mr. Szabo was the Companys Chief Executive Officer from November 2002 until September 23, 2005.
|--- | ------------------------------------------------------------------------------------------------

Employment Contracts

The Company has no employment contracts with
its executive officer. The Company has not adopted any compensation policies.

Option Grants

The Company does not have an equity incentive plan. The executive officers of the Company named in the Summary Compensation Table were issued the following options during
the fiscal year ended February 28, 2006:

Fiscal Year Ending 2006 Option Grants



|                            |  |                                                 |  |                                                                 |   |  |                                   |  |                 |    
|--------------------------- |  | ----------------------------------------------- |  | --------------------------------------------------------------- | - |  | --------------------------------- |  | --------------- | ---
|Name and Principal Position |  | Number of Securities Underlying Options Granted |  | Percentage of Total Options Granted to Employees In Fiscal Year |   |  | Exercise Price of Options Granted |  | Expiration Date |    
|Corbin Bernsen, CEO         |  | 1,000,000                                       |  | 4.33                                                            | % |  | .25                               |  | October 1, 2008 | (1)
|Stephen Brown (2)           |  | 20,000,000                                      |  | 87                                                              | % |  | Various Prices                    |  | Not Applicable  |    
|George Mainas (3)           |  | 1,000,000                                       |  | 4.33                                                            | % |  | .25                               |  | October 1, 2008 | (1)
|Thomas Szabo (4)            |  | 1,000,000                                       |  | 4.33                                                            | % |  | .25                               |  | June 21, 2006   | (1)

---

|(1) | The options expire the earlier of October 1, 2008 or six (6) months after the individual ceases to be on the Board of Directors of the Company, which is June 21, 2006
for Mr. Szabo.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mr. Brown was the Companys Chief Executive Officer from December 21, 2005 until February 11, 2006. All of the 20,000,000 options granted by the Company to
Mr. Brown were terminated in February 2006.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr. Mainas was the Companys Chief Executive Officer from September 23, 2005 until December 21, 2005. Mr. Mainas is currently a director but not an officer
of the Company.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Mr. Szabo was the Companys Chief Executive Officer from November 2002 until September 23, 2005.
|--- | ------------------------------------------------------------------------------------------------

Option Values

The executive officers of the Company named in the
Summary Compensation Table did not exercise any options during the fiscal year ended February 28, 2006. The following table sets forth information concerning the value of all exercisable and un-exercisable options held by the executive officers
listed in the Summary Compensation Table as of February 28, 2006:



41



---

Fiscal Year-End Option Values

As Of February 28, 2006



|                                        |             |                                                        |               |                                              |             |   |               |  |   |  
|--------------------------------------- | ----------- | ------------------------------------------------------ | ------------- | -------------------------------------------- | ----------- | - | ------------- |  | - | -
|Name and Job Title At February 28, 2006 |             | Number of Securities Underlying Unexercised Options(#) |               | Value of Unexercised In-the-Money Options($)
|                                        | Exercisable |                                                        | Unexercisable |                                              | Exercisable |   | Unexercisable
|Corbin Bernsen, CEO                     |             | 1,000,000                                              |               | 1,000,000                                    |             | $ | 0             |  | $ | 0
|George Mainas (1)                       |             | 1,000,000                                              |               | 1,000,000                                    |             | $ | 0             |  | $ | 0
|Thomas Szabo (2)                        |             | 1,000,000                                              |               | 1,000,000                                    |             | $ | 0             |  | $ | 0

---

|(1) | Mr. Mainas was the Companys Chief Executive Officer from September 23, 2005 until December 21, 2005. Mr. Mainas is currently a director but not an officer
of the Company.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mr. Szabo was the Companys Chief Executive Officer from November 2002 until September 23, 2005.
|--- | ------------------------------------------------------------------------------------------------

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth information as of May 17, 2006, regarding the beneficial ownership of our common stock with respect to (i) the Companys officers and directors; (ii) by all directors
and executive officers as a group; and (iii) all persons which the Company, pursuant to filings with the Securities and Exchange Commission (the SEC) and the Companys stock transfer record by each person or group known by our
management to own more than 5% of the outstanding shares of our common stock. Unless otherwise noted, each person has sole voting and investment power over the shares indicated below subject to applicable community property law.



|                                                                                                       |  |                                               |     |  |                         |     
|------------------------------------------------------------------------------------------------------ |  | --------------------------------------------- | --- |  | ----------------------- | ----
|Name and Address of Beneficial Owner (1)                                                               |  | Amount and Nature of Beneficial
Ownership (2) |     |  | Percentage of Class (2) |     
|                                                                                                       |  |                                              
|Officers and Directors                                                                                 |  |                                               |     |  |                         |     
|                                                                                                       |  |                                              
|Corbin Bernsen                                                                                         |  | 6,000,000                                     | (3) |  | 17.3                    | %   
|                                                                                                       |  |                                              
|George Mainas                                                                                          |  | 5,504,885                                     | (3) |  | 15.9                    | %   
|                                                                                                       |  |                                              
|All directors and executive officers as a group (2 persons)                                            |  | 11,504,885                                    | (4) |  | 33.2                    | %   
|                                                                                                       |  |                                              
|5% Stockholders                                                                                        |  |                                               |     |  |                         |     
|Thomas A. Szabo c/o Telanetix, Inc. 6197 Cornerstone Court East, Suite 108 San Diego, California 92121 |  | 4,500,000                                     | (3) |  | 13                      | %   
|                                                                                                       |  |                                              
|Michael Wittlin 141 Normandy Court Presto, Pennsylvania 15142                                          |  | 2,300,000                                     |     |  | 7.4                     | %(5)

---

|(1) | The address for Mr. Bernsen and Mr. Mainas is c/o Public Media Works, Inc., 14759 Oxnard Street, Van Nuys California 91411.
|--- | ---------------------------------------------------------------------------------------------------------------------------



42



---

|(2) | The securities beneficially owned by an individual are determined in accordance with the definition of beneficial ownership set forth in the regulations
promulgated under the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/ or minor children of an individual and any other relative who resides in the same home as such individual, as well as
other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within sixty (60) days through the exercise of options or otherwise. Beneficial ownership may be disclaimed as to
certain of the securities. This table has been prepared based on 30,968,991 shares of common stock outstanding as of May 17, 2006 and 3,500,000 options exercisable within sixty (60) days of May 17, 2006.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Includes 1,000,000 shares of common stock issuable upon the exercise of outstanding stock options.
|--- | --------------------------------------------------------------------------------------------------



|(4) | Includes 3,000,000 shares of common stock issuable upon the exercise of outstanding stock options.
|--- | --------------------------------------------------------------------------------------------------



|(5) | The share ownership for Mr. Wittlin is based on the Companys understanding that as of May 17, 2006 he owns the 2,300,000 shares issued to him by the Company in July
2005, and is not based on any filings Mr. Wittlin has made with the SEC.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.

In August 2000 the Company entered into an unsecured promissory note with George Mainas, a Company stockholder, in the principal amount
of $340,000, bearing interest at 8%. The promissory note is payable on demand. As of February 28, 2006, the Company had an outstanding balance of $560,761 under the promissory note, including accrued interest.

On August 18, 2004, the Company entered into an unsecured line of credit with Mainas Development Corporation. Mr. Mainas, a stockholder of the Company, serves
as Managing Director of Mainas Development Corporation. The non-revolving line of credit has a maximum draw-down of $250,000, bears interest of 9% annually, does not maintain an outstanding balance limitation, and expired on August 17, 2005.
The outstanding balance on this account as of February 28, 2006 was $201,965, including accrued interest. The amount outstanding under this letter of credit is payable on demand.

In December 2003, as part of an overall transaction in which the Company was contemplating a potential acquisition, the Company loaned $125,000 to Old Tucson Company (Old Tucson) for its continued
operations. The promissory note to Old Tucson matured on June 20, 2004. The sole recourse of the Company for nonpayment of the note is the return of 312,500 shares Company Common Stock pledged by affiliates of Old Tucson to secure the
obligations under the note. The Company Common Stock held by these affiliates of Old Tucson is less than 3% of the total outstanding stock in the Company. Old Tucson has not repaid the promissory note and the Company is in discussions with Old
Tucson for the forfeiture of the pledged shares in satisfaction of the note, in which event the shares will be cancelled.

One of the three members of
Carpool Guy LLC is Thomas Szabo, the Companys former Chief Executive Officer and holder of more than 5% of the Companys Common Stock. Another of the three members of Carpool Guy LLC is Michael Wittlin, a holder of more than 5% of the
Companys Common Stock. Mr. Szabo and Mr. Wittlin each hold a 33% interest in Carpool Guy LLC.

The Company entered into a binding term sheet dated
February 12, 2006 with Mr. Bernsen, Mr. Mainas, Bob Billet, Van Billet, Denis Shusterman and Bella Web LLC for the formation of a new limited liability company to produce and distribute a screen play known as Bellacam.com.
The name of the project has subsequently been changed to Donna On Demand. Under the term sheet, the Company is obligated to fund up to $125,000 towards the further development of the project. Mr. Bernsen and Mr. Mainas have
agreed to assign to the Company any and all interest they may have in the project or new limited liability company.

The Company and Mr. Bernsen
executed a Promissory Note dated June 7, 2006 pursuant to which Mr. Bernsen loaned the Company $50,000. The amount accrues interest at the rate of 6% and is due and payable on June 5, 2007



43



---

The Company and Mr. Mainas executed a Subscription Agreement dated June 7, 2006 pursuant to which
Mr. Mainas agreed to purchase 1,000,000 shares of Company Common Stock at the price of $.05 per share.

The Company does not maintain a formal
conflicts of interest policy with respect to related and/or affiliated parties. All transactions with affiliated parties are conducted at arms-length.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.



|(a) | Exhibits
|--- | --------



|            |  |                                                                                                                        
|----------- |  | -----------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                            
|            | 
|2.1         |  | Share Exchange Agreement by and between Burnam Management, Inc. and Public Media Works, Inc., dated August 30, 2003 (7)
|            | 
|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. (7)                                                                        
|            | 
|10.2        |  | Writers Agreement between the Company and Peter Soldinger dated September 11, 2003 (4)                                 
|            | 
|10.3        |  | Writers Agreement between the Company and Peter Soldinger dated February 3, 2004 (4)                                   
|            | 
|10.9        |  | Promissory Note with George Mainas dated August 30, 2000 (5)                                                           
|            | 
|10.10       |  | Memorialized Agreement between the Company and Mr. George Mainas dated December 31, 2003 (5)                           
|            | 
|10.11       |  | Agreement between the Company and Behind the Hedge Productions, dated February 27, 2004 (5)                            
|            | 
|10.19       |  | Promissory Note with Old Tucson Company dated December 19, 2003 (5)                                                    
|            | 
|10.20       |  | Letter of Intent between the Company and Old Tucson Company dated December 8, 2003 (5)                                 
|            | 
|10.21       |  | Agreement between the Company and Mike Wittlin dated June 1, 2004 (6)                                                  
|            | 
|10.22       |  | Agreement and letter of credit between the Company and George Mainas dated August 18, 2004 (7)                         
|            | 
|10.23       |  | Agreement between the Company and F. James McCarl dated August 15, 2004 (8)                                            
|            | 
|10.26       |  | Exclusive Production Agreement between the Company and Carpool Guy Partners, LLC dated October 15, 2004 (9)            
|            | 
|10.27       |  | Savvior Technology Solutions Sales Agreement dated October 11, 2004(10)                                                
|            | 
|10.28       |  | Distribution Agreement between the Company and L.A. Ideas, Inc. dated April 1, 2005(10)                                
|            | 
|10.29       |  | Separation Agreement and General Release Agreement with Michael Wittlin dated July 18, 2005 (11)                       
|            | 
|10.30       |  | Promissory Note Conversion Agreement with Michael Wittlin dated July 18, 2005 (11)                                     
|            | 
|10.31       |  | Promissory Note with Michael Wittlin dated July 18, 2005 (11)                                                          
|            | 
|10.32       |  | License Agreement dated February 1, 2005 with Shoolery Design, Inc. (12)                                               
|            | 
|10.33       |  | Employment Agreement dated October 1, 2005 with George Mainas (12)                                                     
|            | 
|10.34       |  | Employment Agreement dated October 1, 2005 with Corbin Bernsen (12)                                                    
|            | 
|10.35       |  | Consulting Agreement dated October 1, 2005 with Thomas Szabo (12)                                                      
|            | 
|10.36       |  | Option Agreement dated October 1, 2005 with George Mainas (12)                                                         
|            | 
|10.37       |  | Option Agreement dated October 1, 2005 with Corbin Bernsen (12)                                                        
|            | 
|10.38       |  | Option Agreement dated October 1, 2005 with Thomas Szabo (12)                                                          
|            | 
|10.39       |  | Option Agreement dated October 1, 2005 with Steven James Davis, A Professional Corporation(12)                         



44



---

|      |  |                                                                                                                                                               
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.40 |  | Asset Purchase Agreement dated December 21, 2005 between the Company, Stephen Brown and Milagro Entertainment, Inc. (13)                                      
|      | 
|10.41 |  | Employment Agreement dated December 21, 2005 with Stephen Brown (13)                                                                                          
|      | 
|10.42 |  | Option Agreement dated December 21, 2005 with Stephen Brown (13)                                                                                              
|      | 
|10.43 |  | Restricted Stock Agreement dated December 21, 2005 with Stephen Brown (13)                                                                                    
|      | 
|10.44 |  | Termination of Consulting Agreement and Modification of Option Agreement dated December 21, 2005 with Thomas Szabo (13)                                       
|      | 
|10.45 |  | Termination of Employment Agreement and Modification of Option Agreement dated December 21, 2005 with Corbin Bernsen (13)                                     
|      | 
|10.46 |  | Termination of Employment Agreement and Modification of Option Agreement dated December 21, 2005 with George Mainas (13)                                      
|      | 
|10.47 |  | Promissory Note in favor of Stephen Brown dated April 6, 2006 (14)                                                                                            
|      | 
|10.48 |  | General Release Agreement with Stephen Brown dated April 14, 2006 (14)                                                                                        
|      | 
|10.49 |  | Forbearance Agreement with Savvior Technology Solutions dated May 10, 2006 (14)                                                                               
|      | 
|10.50 |  | Promissory Note with Corbin Bernsen dated June 7, 2006 (14)                                                                                                   
|      | 
|10.51 |  | Subscription Agreement with George Mainas Dated June 7, 2006 (14)                                                                                             
|      | 
|14.1  |  | Code of Business Conduct and Ethics adopted June 16, 2004 (3)                                                                                                 
|      | 
|21    |  | Listing of Subsidiaries (14)                                                                                                                                  
|      | 
|31    |  | Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended, by Chief Executive Officer and Principal Financial Officer (14)
|      | 
|32    |  | Certification pursuant to 18 U.S.C. §1350 by Chief Executive Officer and Principal Financial Officer (14)                                                     



---

|(1) | Incorporated by reference from the Companys Form 10-SB, as filed on March 29, 2000.
|--- | ------------------------------------------------------------------------------------

|(2) | Incorporated by reference from the Companys Form 8-K, as filed on September 8, 2003.
|--- | -------------------------------------------------------------------------------------

|(3) | Incorporated by reference from the Companys Form 10K-SB, as filed on August 18, 2004.
|--- | --------------------------------------------------------------------------------------

|(4) | Incorporated by reference from Amendment No. 1 to the Companys Form SB-2, as filed on May 4, 2004.
|--- | ---------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference from Amendment No. 2 to the Companys Form SB-2, as filed June 29, 2004.
|--- | --------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference from Amendment No. 1 to the Companys quarterly report on Form 10-QSB, as filed August 25, 2004.
|--- | --------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference from Amendment No. 3 to the Companys Form SB-2, as filed September 1, 2004.
|--- | ------------------------------------------------------------------------------------------------------

|(8) | 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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference from Amendment No. 5 to the Companys Form SB-2, as filed January 4, 2005.
|--- | ----------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference from the Companys annual report on Form 10K-SB for the period ended February 28, 2005, as filed on June 15, 2005.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference from the Companys quarterly report on Form 10-QSB for the period ended May 31, 2005, as filed on July 20, 2005.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Incorporated by reference from the Companys quarterly report on Form 10-QSB for the period ended August 31, 2005, as filed on October 24, 2005.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Incorporated by reference from the Companys quarterly report on Form 10-QSB for the period ended November 30, 2005, as filed on January 23, 2006.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Attached hereto.
|---- | ----------------



45



---

(b)Reports on Form 8-K

The Company filed a Form 8-K on December 28, 2005 regarding its execution of an Asset Purchase Agreement with Milagro Entertainment, Inc. and Stephen Brown, and the
appointment of Stephen Brown as its Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board, and the agreements entered into by the Company related to such transactions.

The Company filed a Form 8-K on February 14, 2006 regarding its demand for rescission of the Asset Purchase Agreement with Milagro Entertainment, Inc. and Stephen
Brown, the discontinuations of Stephen Brown as its Chief Executive Officer and Interim Chief Financial Officer, and the termination of the agreements related to such transactions.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The Company paid an aggregate of $19,102 and $22,452, respectively, to its principal accountant for the audit of its annual financial statements and review of its
financial statements included in its Form 10-QSB and for services normally provided in connection with the statutory and regulatory filings or engagements for the fiscal years ended February 28, 2006 and February 28, 2005.

Audit-Related Fees

The Company paid an aggregate of $0 to its
principal accountant for assurance and related services by its principal accountant that were reasonably related to the performance of the audit of review of its financial statements (and were not reported herein) for the fiscal years ended
February 28, 2006 and February 28, 2005.

Tax Fees

The Company paid an aggregate of $2,100 and $3,500, respectively, to its principal accountant for services related to tax compliance, tax advice and tax planning for the fiscal year ended February 28, 2006 and February 28, 2005.
Such services comprised the following: preparation of federal and state corporate tax returns.

All Other Fees

The Company paid no other fees to its principal accountant for products and services provided, other than those previously described, for the fiscal years ended
February 28, 2006 and February 28, 2005.

Audit Committee Pre-Approval Policies

The Company does not have an audit committee and intends to adopt pre-approval policies and procedures for payments to its principal accountant once the audit committee
has been established. The Board of Directors has approved all of the fees paid and identified herein to the Companys principal accountant.



46



---

SIGNATURES

In accordance with Section 13 or 15(d) 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: June 12, 2006 |  | /s/ Corbin Bernsen      
|                    |  | By:                      |  | Corbin Bernsen         
|                    |  | Title:                   |  | Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the
registrant and in the capacities an on the dates indicated.



|                   |  |                                                   |  |              
|------------------ |  | ------------------------------------------------- |  | -------------
|/s/ Corbin Bernsen |  |                                                   |  |              
|Corbin Bernsen     |  | Chief Executive Officer, President, and Secretary |  | June 12, 2006
|                   |  |                                                  
|/s/ George Mainas  |  |                                                   |  |              
|George Mainas      |  | Director                                          |  | June 12, 2006



47