SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

BROWN STEPHEN

(Last)

(First)

(Middle)

1529 VILLA RICA DRIVE

(Street)

HENDERSON

89052

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/21/2005

3. Issuer Name and Ticker or Trading Symbol
PUBLIC MEDIA WORKS INC [ PMWI.OB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Interim CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	10,000,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to purchase Common Stock⁽¹⁾	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock⁽¹⁾	20,000,000	⁽²⁾⁽³⁾	D

Explanation of Responses:

1. $.0001 par value

2. In connection with Mr. Brown's employment with the Company, the Company and Mr. Brown entered into a Stock Option Agreement pursuant to which the Company granted Mr. Brown the option to purchase up to 20,000,000 shares of Company Common Stock as follows: (i) between May 21, 2006 and June 21, 2006, Mr. Brown may purchase up to 5,000,000 shares of Company Common Stock at an exercise price of $.15 per share, provided the average closing price of the Company Common Stock on the OTC Bulletin Board or a national securities exchange (the "Trading Price") meets or exceeds $.30 per share for the thirty (30) trading days preceding Mr. Brown's election to exercise the options; (ii) between December 21, 2006 and January 21, 2007, Mr. Brown may purchase up to 5,000,000 shares of Company Common Stock at an exercise price of $.30 per share, provided the Trading Price meets or exceeds $.60 per share for the thirty (30) trading days preceding Mr. Brown's election to exercise the options;

3. (iii) between May 21, 2007 and June 21, 2007, Mr. Brown may purchase up to 5,000,000 shares of Company Stock at an exercise price of $.60 per share, provided the Trading Price meets or exceeds $1.20 per share for the thirty (30) trading days preceding Mr. Brown's election to exercise the options; and (iv) between December 21, 2007 and January 21, 2008, Mr. Brown may purchase up to 5,000,000 shares of Company Common Stock at an exercise price of $1.20 per share, provided the Trading Price meets or exceeds $2.40 per share for the thirty (30) trading days preceding Mr. Brown's election to exercise the options; provided, however, in the event of any termination of Mr. Brown's employment under his employment agreement, all of the options will expire sixty (60) days after such termination.

	Stephen Brown	01/05/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.