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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-Q





(Mark One)

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

For the quarterly period ended November 30, 2008



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

For the transition period  to

Commission File Number 0-29901





PUBLIC MEDIA WORKS, INC.

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







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

14759 Oxnard Street

Van Nuys, California 91411

(Address of principal executive offices)

818-904-9029

(Issuers telephone number, including area code)



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





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

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

On January 9, 2009, the registrant had
outstanding 5,211,440 shares of Common Stock, which is the registrants only class of common equity

Indicate by check mark whether the Registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company. See definitions of large accelerated filer, accelerated filer and smaller reporting Company in Rule 12b-2
of the Exchange Act.



|                                              |  |   |  |                           |  |   |  | 
|--------------------------------------------- |  | - |  | ------------------------- |  | - |  | 
|Large accelerated filer                       |  |  ̈ |  | Accelerated filer         |  |  ̈ |  | 
|                                              |  |   |  |                          
|Non-accelerated filer                         |  |  ̈ |  | Smaller reporting company |  | x |  | 
|(Do not check if a smaller reporting company) |  |   |  |                           |  |  

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









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PUBLIC MEDIA WORKS, INC.

Form 10-Q

For the Three and Nine Months Ended November 30, 2008

TABLE OF CONTENTS



|                               |  |                                                                                                                 |  |     
|------------------------------ |  | --------------------------------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                                                 |  | Page
|PART I  FINANCIAL INFORMATION |  |                                                                                                                
|                               |  |                                                                                                                
|Item 1.                        |  | Financial Statements                                                                                            |  |     
|                               |  |                                                                                                                
|                               |  | Balance Sheets as of November 30, 2008 (Unaudited) and February 29, 2008                                        |  | 4   
|                               |  |                                                                                                                
|                               |  | Statements of Operations (Unaudited) for the Nine and Three Months Ended November 30, 2008 and 2007 (Unaudited) |  | 5   
|                               |  |                                                                                                                
|                               |  | Statements of Cash Flows (Unaudited) for the Nine and Three Months Ended November 30, 2008 and 2007 (Unaudited) |  | 6   
|                               |  |                                                                                                                
|                               |  | Notes to Financial Statements (Unaudited)                                                                       |  | 7   
|                               |  |                                                                                                                
|Item 2.                        |  | Managements Discussion and Analysis or Plan of Operations                                                      |  | 17  
|                               |  |                                                                                                                
|Item 3(A) T.                   |  | Controls And Procedures                                                                                         |  | 22  
|                               | 
|PART II  OTHER INFORMATION    |  |                                                                                                                
|                               |  |                                                                                                                
|Item 1.                        |  | Legal Proceedings                                                                                               |  | 23  
|                               |  |                                                                                                                
|Item 1A.                       |  | Risk Factors                                                                                                    |  | 23  
|                               |  |                                                                                                                
|Item 2.                        |  | Unregistered Sales of Equity Securities and use of Proceeds                                                     |  | 23  
|                               |  |                                                                                                                
|Item 3.                        |  | Defaults Upon Senior Securities                                                                                 |  | 24  
|                               |  |                                                                                                                
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                                                             |  | 24  
|                               |  |                                                                                                                
|Item 5.                        |  | Other Information                                                                                               |  | 24  
|                               |  |                                                                                                                
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                                                |  | 24  
|                               | 
|Signatures                     |  | 24                                                                                                             



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Note Regarding Forward Looking Statements

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this
Quarterly Report on Form 10-Q may contain statements relating to future results of Public Media Works, Inc. (including certain projections and business trends) that are forward-looking statements. Our actual results may differ materially
from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to, without limitation, statements that express or involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as expects or does not expect, is expected, anticipates or
does not anticipate, plans, estimates or intends, or stating that certain actions, events or results may, could, would, might or will be
taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results
or achievements of the Company to be materially different from any future results or achievements of the Company expressed or implied by such forward-looking statements. Such factors include, among others, those set forth herein and those detailed
from time to time in our other Securities and Exchange Commission (SEC) filings including those contained in our most recent Form 10-KSB. These forward-looking statements are made only as of the date hereof, and we undertake no
obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. The Company cautions readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events. There can be no assurance that the Company will be able to raise sufficient capital to continue as a going concern.



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PART I



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

PUBLIC MEDIA WORKS, INC.

Balance Sheets



|                                                                                                                                                                                      |  |                  |            |   |                  |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                                                                                                      |  | November 30,2008 |            |   | February 29,2008 |  
|                                                                                                                                                                                      |  | (unaudited)      |            |   |                  |  
|ASSETS                                                                                                                                                                                |  |                  |            |   |                  |   |            |  
|Current assets:                                                                                                                                                                       |  |                  |            |   |                  |   |            |  
|Cash and cash equivalents                                                                                                                                                             |  | $                | 2,176      |   |                  | $ | 1,212      |  
|Prepaid expenses and other current assets                                                                                                                                             |  |                  |           |   |                  |   | 4,741      |  
|                                                                                                                                                                                      |  |                  |            |   |                  |   |            |  
|Total current assets                                                                                                                                                                  |  |                  | 2,176      |   |                  |   | 5,953      |  
|                                                                                                                                                                                      |  |                 
|Equipment, net                                                                                                                                                                        |  |                  | 779        |   |                  |   | 2,279      |  
|Film development costs                                                                                                                                                                |  |                  | 25,000     |   |                  |   | 248,390    |  
|                                                                                                                                                                                      |  |                  |            |   |                  |   |            |  
|Total assets                                                                                                                                                                          |  | $                | 27,955     |   |                  | $ | 256,622    |  
|                                                                                                                                                                                      |  |                  |            |   |                  |   |            |  
|                                                                                                                                                                                      |  |                 
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                                                                 |  |                  |            |   |                  |   |            |  
|Current liabilities:                                                                                                                                                                  |  |                  |            |   |                  |   |            |  
|Accounts payable and accrued expenses                                                                                                                                                 |  | $                | 149,196    |   |                  | $ | 59,454     |  
|Accrued interest to stockholders                                                                                                                                                      |  |                  | 314,530    |   |                  |   | 285,442    |  
|Due to creditor                                                                                                                                                                       |  |                  |           |   |                  |   | 25,000     |  
|Related party advances                                                                                                                                                                |  |                  |           |   |                  |   | 22,500     |  
|Film participation interests                                                                                                                                                          |  |                  |           |   |                  |   | 120,000    |  
|Notes payable to stockholders                                                                                                                                                         |  |                  | 495,437    |   |                  |   | 608,980    |  
|Line of credit due to related party                                                                                                                                                   |  |                  | 203,622    |   |                  |   | 182,622    |  
|                                                                                                                                                                                      |  |                  |            |   |                  |   |            |  
|Total current liabilities                                                                                                                                                             |  |                  | 1,162,785  |   |                  |   | 1,303,998  |  
|                                                                                                                                                                                      |  |                 
|Commitments and contingencies                                                                                                                                                         |  |                  |            |   |                  |   |            |  
|                                                                                                                                                                                      |  |                 
|Stockholders deficit:                                                                                                                                                                |  |                  |            |   |                  |   |            |  
|Common stock, $0.001 par value, 100,000,000 shares authorized, 5,211,440 (unaudited) and 4,481,440 issued and outstanding as of
November 30, 2008 and February 29, 2008, respectively |  |                  | 521        |   |                  |   | 448        |  
|Additional paid-in capital                                                                                                                                                            |  |                  | 3,969,295  |   |                  |   | 3,570,464  |  
|Accumulated deficit                                                                                                                                                                   |  |                  | (5,104,646 | ) |                  |   | (4,618,288 | )
|                                                                                                                                                                                      |  |                  |            |   |                  |   |            |  
|Total stockholders deficit                                                                                                                                                           |  |                  | (1,134,830 | ) |                  |   | (1,047,376 | )
|                                                                                                                                                                                      |  |                  |            |   |                  |   |            |  
|Total liabilities and stockholders deficit                                                                                                                                           |  | $                | 27,955     |   |                  | $ | 256,622    |  
|                                                                                                                                                                                      |  |                  |            |   |                  |   |            |  

See accompanying notes, which are an integral part of these financial statements



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PUBLIC MEDIA WORKS, INC.

Statement of Operations (Unaudited)



|                                                     |  |                                |           |   |                               |   |           |      |  |   |                 |   |  |   |           |  
|---------------------------------------------------- |  | ------------------------------ | --------- | - | ----------------------------- | - | --------- | ---- |  | - | --------------- | - |  | - | --------- | -
|                                                     |  | Three Months EndedNovember 30, |           |   | Nine Months EndedNovember 30, |  
|                                                     |  | 2008                           |           |   | 2007                          |   |           | 2008 |  |   | 2007 (Restated) |  
|Revenue                                              |  | $                              |          |   |                               | $ |          |      |  | $ |                |   |  | $ |          |  
|                                                     |  |                                |           |  
|Impairment of film development costs                 |  |                                |          |   |                               |   |          |      |  |   | 9,050           |   |  |   | 11,135    |  
|                                                     |  |                                |           |   |                               |   |           |      |  |   |                 |   |  |   |           |  
|Gross loss                                           |  |                                |          |   |                               |   |          |      |  |   | (9,050          | ) |  |   | (11,135   | )
|                                                     |  |                                |           |  
|General and administrative expenses                  |  |                                | 31,057    |   |                               |   | 73,840    |      |  |   | 275,781         |   |  |   | 174,351   |  
|Professional fees                                    |  |                                | 13,515    |   |                               |   | 34,460    |      |  |   | 101,450         |   |  |   | 112,321   |  
|                                                     |  |                                |           |   |                               |   |           |      |  |   |                 |   |  |   |           |  
|Total operating expenses                             |  |                                | 44,572    |   |                               |   | 108,300   |      |  |   | 377,231         |   |  |   | 286,672   |  
|                                                     |  |                                |           |   |                               |   |           |      |  |   |                 |   |  |   |           |  
|Loss from operations                                 |  |                                | (44,572   | ) |                               |   | (108,300  | )    |  |   | (386,281        | ) |  |   | (297,807  | )
|Interest expense                                     |  |                                | (13,814   | ) |                               |   | (13,446   | )    |  |   | (41,163         | ) |  |   | (43,582   | )
|Loss on issuance of common stock                     |  |                                |          |   |                               |   |          |      |  |   | (27,500         | ) |  |   |          |  
|Loss on conversion of debt to common stock           |  |                                |          |   |                               |   |          |      |  |   | (30,000         | ) |  |   |          |  
|Equity in losses on investment                       |  |                                |          |   |                               |   |          |      |  |   | (1,414          | ) |  |   | (2,215    | )
|                                                     |  |                                |           |   |                               |   |           |      |  |   |                 |   |  |   |           |  
|Loss before income taxes                             |  |                                | (58,386   | ) |                               |   | (121,746  | )    |  |   | (486,358        | ) |  |   | (343,604  | )
|Income tax expense                                   |  |                                |          |   |                               |   |          |      |  |   |                |   |  |   | 1,600     |  
|                                                     |  |                                |           |   |                               |   |           |      |  |   |                 |   |  |   |           |  
|Net loss                                             |  | $                              | (58,386   | ) |                               | $ | (121,746  | )    |  | $ | (486,358        | ) |  | $ | (345,204  | )
|                                                     |  |                                |           |   |                               |   |           |      |  |   |                 |   |  |   |           |  
|                                                     |  |                                |           |  
|Net loss available to common shareholders per share: |  |                                |           |   |                               |   |           |      |  |   |                 |   |  |   |           |  
|Basic and Diluted                                    |  | $                              | (0.01     | ) |                               | $ | (0.05     | )    |  | $ | (0.10           | ) |  | $ | (0.16     | )
|                                                     |  |                                |           |   |                               |   |           |      |  |   |                 |   |  |   |           |  
|                                                     |  |                                |           |  
|Weighted average shares outstanding:                 |  |                                |           |   |                               |   |           |      |  |   |                 |   |  |   |           |  
|Basic and Diluted                                    |  |                                | 5,211,440 |   |                               |   | 2,501,358 |      |  |   | 4,981,585       |   |  |   | 2,122,303 |  
|                                                     |  |                                |           |   |                               |   |           |      |  |   |                 |   |  |   |           |  

See accompanying notes, which are an integral part of these financial statements



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PUBLIC MEDIA WORKS, INC.

Statements of Cash Flows (Unaudited)



|                                                                             |  |                               |          |   |                 |   |          |  
|---------------------------------------------------------------------------- |  | ----------------------------- | -------- | - | --------------- | - | -------- | -
|                                                                             |  | Nine Months EndedNovember 30, |         
|                                                                             |  | 2008                          |          |   | 2007 (Restated) |  
|Operating activities:                                                        |  |                               |          |   |                 |   |          |  
|Net loss                                                                     |  | $                             | (486,358 | ) |                 | $ | (345,204 | )
|Adjustments to reconcile net loss to net cash used in operating activities:  |  |                               |          |   |                 |   |          |  
|Depreciation and amortization                                                |  |                               | 1,500    |   |                 |   | 2,250    |  
|Impairment of film development costs                                         |  |                               | 9,050    |   |                 |   | 11,135   |  
|Loss on issuance of common stock                                             |  |                               | 27,500   |   |                 |   |         |  
|Loss on conversion of debt to common stock                                   |  |                               | 30,000   |   |                 |   |         |  
|Equity in losses on investment                                               |  |                               | 1,414    |   |                 |   | 2,215    |  
|Stock based compensation                                                     |  |                               | 120,043  |   |                 |   | 18,360   |  
|Common stock issued for services                                             |  |                               | 7,800    |   |                 |   | 112,650  |  
|Effect of changes in:                                                        |  |                               |          |   |                 |   |          |  
|Prepaid expenses and other current assets                                    |  |                               | 4,741    |   |                 |   | (544     | )
|Accounts payable and accrued expenses                                        |  |                               | 91,852   |   |                 |   | (42,086  | )
|Accrued interest                                                             |  |                               | 42,664   |   |                 |   |         |  
|                                                                             |  |                               |          |   |                 |   |          |  
|Net cash used in operating activities                                        |  |                               | (149,794 | ) |                 |   | (241,224 | )
|                                                                             |  |                               |          |   |                 |   |          |  
|                                                                             |  |                              
|Investing activities:                                                        |  |                               |          |   |                 |   |          |  
|Increase in film development costs                                           |  |                               | (36,750  | ) |                 |   | (34,322  | )
|Loans receivable                                                             |  |                               |         |   |                 |   | (4,120   | )
|Decrease in cash from sale of membership interests                           |  |                               | (2,600   | ) |                 |   |         |  
|                                                                             |  |                               |          |   |                 |   |          |  
|Net cash used in investing activities                                        |  |                               | (39,350  | ) |                 |   | (38,442  | )
|                                                                             |  |                               |          |   |                 |   |          |  
|                                                                             |  |                              
|Financing activities:                                                        |  |                               |          |   |                 |   |          |  
|Proceeds from related party advances                                         |  |                               | 12,750   |   |                 |   | 5,500    |  
|Proceeds from borrowings                                                     |  |                               |         |   |                 |   | 25,000   |  
|Proceeds from notes payable to stockholders                                  |  |                               | 66,358   |   |                 |   | 48,896   |  
|Proceeds from line of credit due to related party                            |  |                               | 21,000   |   |                 |   |         |  
|Payment of notes payable to stockholders                                     |  |                               |         |   |                 |   | (14,800  | )
|Proceeds from sale of common stock                                           |  |                               | 90,000   |   |                 |   | 215,000  |  
|                                                                             |  |                               |          |   |                 |   |          |  
|Net cash provided by financing activities                                    |  |                               | 190,108  |   |                 |   | 279,596  |  
|                                                                             |  |                               |          |   |                 |   |          |  
|Net increase (decrease) in cash and cash equivalents                         |  |                               | 964      |   |                 |   | (70      | )
|Cash and cash equivalents, beginning of period                               |  |                               | 1,212    |   |                 |   | 6,802    |  
|                                                                             |  |                               |          |   |                 |   |          |  
|Cash and cash equivalents, end of period                                     |  | $                             | 2,176    |   |                 | $ | 6,732    |  
|                                                                             |  |                               |          |   |                 |   |          |  
|                                                                             |  |                              
|Supplemental disclosures of cash flow information:                           |  |                               |          |   |                 |   |          |  
|Cash paid for interest                                                       |  | $                             |         |   |                 | $ | 1,000    |  
|Cash paid for income taxes                                                   |  | $                             |         |   |                 | $ | 1,600    |  
|                                                                             |  |                              
|Supplemental disclosure of non-cash investing and financing activities:      |  |                               |          |   |                 |   |          |  
|Settlement of debt through issuance of common stock                          |  | $                             | 30,000   |   |                 | $ | 131,134  |  
|Settlement of debt and accrued interest through sale of membership interests |  | $                             | 55,475   |   |                 | $ |         |  

See accompanying notes, which are an integral part of these financial statements



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PUBLIC MEDIA WORKS, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

November 30, 2008

1. Basis of Presentation

The accompanying unaudited financial statements of Public Media Works, Inc. (We or the Company), have been prepared in accordance with accounting principles generally accepted in the United
States of America for interim financial statements and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended (the Exchange Act) and Rule 8-03 of Regulation S-X under the
Exchange Act. Accordingly, they do not include all of the information and footnotes required by U.S. Generally Accepted Accounting Principles for complete financial statements. In the opinion of management, all adjustments considered necessary
(consisting of normal recurring adjustments) for a fair presentation are included herein. Operating results for the nine-month period November 30, 2008 are not indicative of the results that maybe expected for the fiscal year ending
February 28, 2009. These unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Companys Annual Report to Shareholders on Form 10-KSB for the fiscal year ended
February 29, 2008.

Use of Estimates

The
preparation of unaudited financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and recording / or disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Such estimates relate primarily to the estimated lives of film development costs, certain accruals, deferred tax accounts and the related valuation allowance and the fair value of certain equity instruments issued. In the opinion of management, all
adjustments that are necessary for the fair presentation of the periods presented have been reflected.

Principles of Consolidation

The financial statements prior to August 26, 2008 are presented on a basis and include the accounts of the Company and DOD, LLC, a
wholly-owned subsidiary. All significant intercompany accounts were eliminated in consolidation. The Company no longer consolidates the subsidiary due to the transfer of its membership interests in DOD, LLC to a shareholder effective August 26,
2008 (see Organization and Business for further description).

Organization and 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 is engaged in the
development, production, marketing and distribution of film, music and television entertainment media. On August 30, 2003, the Company entered into a share exchange agreement with Public Media Works, Inc., a private company formed to pursue
opportunities in the film/TV and entertainment industry. The share exchange agreement is essentially a reverse merger with Public Media Works, Inc., the surviving company.

On January 11, 2007, the Company formed DOD, LLC (a California Limited Liability Company and wholly-owned Subsidiary) for the purpose of production and exploitation of a motion picture entitled Donna On Demand.
On April 29, 2007, the Company obtained a 20% equity ownership in Dead Air, LLC (Dead Air) (a California Limited Liability Company) for the purpose of production and exploitation of a motion picture entitled Dead Air. As of and the
year ended February 29, 2008, the consolidated financial statements included the accounts of the Company and DOD, LLC, a wholly owned subsidiary and its equity interest ownership in Dead Air. All significant inter-company accounts and
transactions were eliminated in consolidation.



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Effective August 26, 2008, the Company entered into a purchase agreement with one of its shareholders to sell and
transfer its membership interests in DOD, LLC and Dead Air to such shareholder. As a result, effective August 26, 2008, the accounts of DOD, LLC are no longer included in the financial statements. In exchange for the sale of the membership
interests, all outstanding debt and accrued interest owed by the Company to the shareholder, amounting to $55,475 was forgiven. The Company also had a net liability of $34,562 due to DOD, LLC which was forgiven as part of the transaction. Given its
related party nature, the transaction has been accounted for as a capital contribution and the difference of $93,561 between the debt forgiven and the assets transferred to the shareholder has been reflected as additional paid-in capital in the
accompanying balance sheet at November 30, 2008.

The calculation of the gain on the sale of membership interests to the shareholder was calculated as
follows:



|                                                                  |  |   |        |  
|----------------------------------------------------------------- |  | - | ------ | -
|Debt forgiven                                                     |  |   |        |  
|Note payable and accrued interest to shareholder                  |  | $ | 55,475 |  
|Due to DOD, LLC                                                   |  |   | 34,562 |  
|                                                                  |  |   |        |  
|Transaction consideration                                         |  |   | 90,037 |  
|Net assets transferred to shareholder                             |  |   | (3,524 | )
|                                                                  |  |   |        |  
|Additional paid-in capital - gain on transaction with shareholder |  | $ | 93,561 |  
|                                                                  |  |   |        |  

The Company has agreements to share in the future profits of DOD, LLC (12.5% of any distributions) and Dead Air
(10% of any distributions), should their profitability reach certain defined levels, if any. Currently, management considers it remote that it will receive any profit participation royalties in the future relating to these films.

Reverse Stock Split

Effective June 28, 2007, the Company
completed a 1 for 20 reverse stock split. The accompanying financial statements reflect all common stock share data and share prices, including stock options to purchase common stock as restated for all periods presented to give the effect to the
reverse stock split. Per share amounts, including net loss per share-basic and diluted, have been increased by a factor of 20 and shares have been divided by 20.

Reclassifications

Certain reclassifications have been made to prior comparative quarterly financial statements to conform to the
current quarterly presentation. These reclassifications had no effect on previously reported results of operations or accumulated deficit.

2.
Restatements of November 30, 2007 Interim Financial Statements

Certain film development costs were capitalized in the first quarter of
fiscal 2008 that did not meet the criteria for capitalization in accordance with AICPA Statement of Position (SOP) No. 00-2, Accounting by Producers or Distributors of Films, which resulted in an understatement of the
Companys net loss in the amount of $11,135 for the nine months ended November 30, 2007.

The Company did not properly account for its share of
losses in Dead Air, LLC, which is accounted for using the equity method. Losses in Dead Air, LLC and the net loss for the nine months ended November 30, 2007 was understated by $2,215.

The Company did not properly account for share based compensation related to services provided by an investor relations group. As a result, an overstatement of
general & administrative expenses of $26,800 occurred for the nine months ended November 30, 2007.

A summary of the aggregate effects of the
foregoing restatements on the Companys unaudited interim financial statements for the periods herein is shown below.



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|                                                          |  |             |            |   |             |   |            |  
|--------------------------------------------------------- |  | ----------- | ---------- | - | ----------- | - | ---------- | -
|Nine Months Ended November 30, 2007                       |  |             |            |   |             |   |            |  
|                                                          |  |            
|Changes to Unaudited Consolidated Balance Sheet           |  |             |            |   |             |   |            |  
|                                                          |  | As Reported |            |   | As Restated |  
|Film development costs                                    |  | $           | 351,508    |   |             | $ | 340,373    |  
|Total assets                                              |  |             | 372,550    |   |             |   | 361,415    |  
|Accounts payable and accrued expenses                     |  |             | 59,885     |   |             |   | 62,100     |  
|Total liabilities                                         |  |             | 1,279,718  |   |             |   | 1,281,933  |  
|Additional paid-in capital                                |  |             | 3,370,608  |   |             |   | 3,343,818  |  
|Accumulated deficit                                       |  |             | (4,278,224 | ) |             |   | (4,264,774 | )
|Total stockholders deficit                               |  |             | (907,168   | ) |             |   | (920,518   | )
|Total liabilities and stockholders deficit               |  |             | 372,550    |   |             |   | 361,415    |  
|                                                          |  |            
|Changes to Unaudited Consolidated Statement of Operations |  |             |            |   |             |   |            |  
|                                                          |  | As Reported |            |   | As Restated |  
|Impairment of film development costs                      |  | $           |           |   |             | $ | 11,135     |  
|Total operating expenses                                  |  |             | 313,472    |   |             |   | 286,672    |  
|Loss from operations                                      |  |             | (313,472   | ) |             |   | (297,807   | )
|Equity in losses on investment                            |  |             |           |   |             |   | (2,215     | )
|Net loss                                                  |  |             | (358,654   | ) |             |   | (345,204   | )

3. Going Concern and Liquidity Matters

The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the
normal course of business. Historically, the Company has incurred significant losses, and has not demonstrated the ability to generate sufficient cash flows from operations to satisfy its liabilities and sustain operations.

The Companys continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain
additional financing as may be required, and ultimately to attain profitability. During the nine months ended November 30, 2008 the Company generated net proceeds from the sale of stock and issuance of debt amounting to $190,108.

On October 16, 2008, the Company entered into a share exchange agreement (the Share Exchange Agreement) with Promia, Incorporated, a California
corporation (Promia) and certain shareholders of Promia. Under the terms of the Share Exchange Agreement, the Company would acquire Promia through an acquisition of all or at least 90% of its outstanding stock, options and warrants. In
exchange, the Company would issue to the Promia sellers up to 12,500,000 shares of Company stock and/or options or warrants to purchase Company common stock, as such number of shares may be adjusted as described in the Share Exchange Agreement. Upon
the closing of the Share Exchange Agreement, the Company would own Promia as a wholly owned, or at least 90% owned, subsidiary.

The closing of the Share
Exchange Agreement is subject to the completion of numerous conditions, including the completion of a capital raise with net proceeds of at least $7,000,000, which is still pending. There can be no assurance that the exchange or any other
transactions contemplated by the Share Exchange Agreement will be consummated. The Share Exchange Agreement may be terminated: (a) by mutual consent of Promia and the Company; (b) by either party if the transaction is not consummated by
February 16, 2009; (c) by either party if the transaction is prohibited by issuance of an order, decree or ruling. In the event of termination, both parties are responsible for their respective expenses; (d) by Promia upon payment of
a termination fee; or (e) by either party for various other grounds as provided in the Share Exchange Agreement. Upon the completion of the Share Exchange



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Agreement, the Company would sell all of its current operations which are focused on the entertainment industry to become solely involved in the current
Promia business. During the period until the closing of the Share Exchange Agreement, and in the event the Share Exchange Agreement is terminated, the Company plans to continue to actively operate in the entertainment industry.

The foregoing summary and description of the terms of the transaction contemplated under the Share Exchange Agreement contained herein is qualified in its entirety by
reference to the complete Share Exchange Agreement, a copy of which is filed as an exhibit to our Form 8-K filed with the SEC on October 20, 2008 (the Form 8-K), and incorporated herein by reference, and the more comprehensive
description of the Share Exchange Agreement and transaction contained in the Form 8-K.

There can be no assurance that the Company will be able to obtain
any additional financing, or that any such financing will be available on acceptable terms. The financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

4. Recent Accounting Developments

In April 2008, the
Financial Accounting Standards Board, or FASB issued FASB Staff Position (FSP) No. FAS 142-3 Determination of the Useful Life of Intangible Assets. This FSP amends the factors that should be considered in developing renewal
or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets. The intent of this FSP is to improve the consistency between the useful
life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (revised 2007), Business Combinations and other U.S. generally
accepted accounting principles (GAAP). This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company will adopt
this FSP beginning March 1, 2009 and it is not believed that this will have an impact on the Companys financial position, results of operations or cash flows.

In December 2007, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 160, Non-controlling Interests in Consolidated Financial Statements (SFAS
No. 160). SFAS No. 160 amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling
interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements and establishes a single method of accounting for changes in a parents ownership interest
in a subsidiary that do not result in deconsolidation. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The Company has not yet determined the impact, if any, that SFAS No. 160 will have on its
financial statements, but believes any impact will not be material.

In December 2007, FASB issued SFAS No. 141R, Business Combinations.
SFAS No. 141R replaces SFAS No. 141, Business Combinations. SFAS No. 141R establishes principles and requirements for determining how an enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a
business combination, including non-controlling interests, contingent consideration and certain acquired contingencies. SFAS No. 141R also requires acquisition-related transaction expenses and restructuring costs be expensed as incurred rather
than capitalized as a component of the business combination. This Statement shall be applied prospectively to business combinations for which the acquisition date is on or after beginning of the first annual reporting period beginning on or after
December 15, 2008. Management is currently evaluating the impact of the adoption of this statement; but believes any impact with respect to future acquisitions could be material.

In May 2008, the FASB issued FSP No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). FSP APB 14-1 addresses
instruments commonly referred to as Instrument C from Emerging Issues Task Force No. 90-19, which requires the issuer to settle the principal amount in cash and the conversion spread in cash or net shares at the issuers option. FSP APB 14-1
requires that issuers of these instruments account for their liability and equity components separately by bifurcating the conversion option from the debt instrument, classifying the conversion option in equity, and then accreting the resulting
discount on the debt as additional interest expense over the expected life of the debt. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years, and requires retrospective
application to all periods presented. Early application is not permitted. Management is currently evaluating the impact of the adoption of this statement; but believes any impact with respect to future debt transactions could be material.



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In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles
(SFAS 162). This statement identifies the sources of and framework for selecting the accounting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally
accepted accounting principles (GAAP) in the United States (GAAP hierarchy). Because the current GAAP hierarchy is set forth in the American Institute of Certified Public Accountants Statement on Auditing Standards
No. 69, it is directed to the auditor rather than to the entity responsible for selecting accounting principles for financial statements presented in conformity with GAAP. Accordingly, the FASB concluded the GAAP hierarchy should reside in the
accounting literature established by the FASB and issued this statement to achieve that result. The provisions of SFAS 162 are effective November 15, 2008, which is 60 days following the SECs approval of the Public Company Accounting
Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. Management believes that adoption of SFAS 162 will not have a material effect on the financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public
Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys present or future financial statements.

5. Net Loss per Common Share  Basic and Diluted

The
Company computes loss per common share using SFAS No. 128, Earnings per share. Net loss per common share  basic and diluted is computed based on the weighted average number of shares outstanding for the period. Diluted loss
per common share is computed by dividing net loss by the weighted average shares outstanding assuming all dilutive potential common shares were issued. As of November 30, 2008 and 2007, the Company had 800,000 (unaudited) and 325,000
(unaudited) stock options, respectively, that were not included in the net loss per common share due to the options being anti-dilutive. Additionally, as of November 30, 2008 and 2007, the Company had 300,000 (unaudited) and 0 (unaudited)
common shares, respectively, that were potentially issuable upon the renewal of a consulting agreement (see Note 11). There were no adjustments to net loss to determine net loss available to common stockholders. As such, basic and diluted loss per
common share equals net loss, as reported, divided by the weighted average common shares outstanding for the respective periods.

6. Film Development
Costs

As of November 30, 2008 (unaudited) and February 29, 2008, the Company had capitalized film development costs of $25,000 and
$248,390, respectively.

On April 8, 2008, the Company paid $25,000 for a 50% interest in the option to develop, produce and exploit an original
feature length motion picture based on the book Without A Badge by Jerry Speziale, which has been capitalized in accordance with SOP No. 00-2.

In January 2007, DOD, LLC started production of a movie titled Donna on Demand. Effective August 26, 2008, the Company sold its membership interests in DOD, LLC (see Note 1). Therefore, as of August 31, 2008, there
were no remaining capitalized film costs included in the accompanying balance sheet relating to Donna on Demand.

The Company assessed the valuation of its
film development costs and the Companys management has determined that $9,050 of capitalized film development costs were impaired and were written off during the period ended November 30, 2008.

7. Equipment

Equipment consisted of the following as of
November 30, 2008 (unaudited) and February 29, 2008.



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|                                     |  |                  |         |   |                  |   |         |  
|------------------------------------ |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                                     |  | November 30,2008 |         |   | February 29,2008 |  
|                                     |  | (unaudited)      |         |   |                  |  
|Furniture and leasehold improvements |  | $                | 2,554   |   |                  | $ | 2,554   |  
|Computers and office equipment       |  |                  | 36,190  |   |                  |   | 36,190  |  
|                                     |  |                  |         |   |                  |   |         |  
|                                     |  |                  | 38,744  |   |                  |   | 38,744  |  
|Less: accumulated depreciation       |  |                  | (37,965 | ) |                  |   | (36,465 | )
|                                     |  |                  |         |   |                  |   |         |  
|                                     |  | $                | 779     |   |                  | $ | 2,279   |  
|                                     |  |                  |         |   |                  |   |         |  

Depreciation expense for the nine months ended November 30, 2008 and 2007 amounted to $1,500 (unaudited) and
$2,250 (unaudited), respectively. Depreciation expense for the three months ended November 30, 2008 and 2007 amounted to $500 (unaudited) and $750 (unaudited), respectively.

8. Line of Credit Due To Related Party

On August 19, 2004, the Company obtained a $250,000 unsecured
line of credit from Mainas Development Corporation (a company owned by a stockholder and director of the Company) to be drawn down upon as needed with an interest rate of 9% per annum. As of November 30, 2008 and February 29, 2008,
the outstanding balance amounted to $203,622 (unaudited) and $182,622, respectively, and is due on demand.

9. Note Payable to Stockholders

Notes payable to stockholders consist of the following at November 30, 2008 (unaudited) and February 29, 2008.



|                                                                                                                                                                           |  |                  |         |                  |   |        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | ---------------- | - | -------
|                                                                                                                                                                           |  | November 30,2008 |         | February 29,2008
|                                                                                                                                                                           |  | (unaudited)      |         |                 
|Note payable to an individual, also a stockholder and director of the Company, earning interest is being charged at 8% per annum. The
note is unsecured and due on demand. |  | $                | 436,722 |                  | $ | 442,947
|                                                                                                                                                                           |  |                 
|Note payable to a stockholder and director of the Company, earning interest at 7% per annum. The note is unsecured and due on demand.                                      |  |                  | 42,000  |                  |   |       
|                                                                                                                                                                           |  |                 
|Note payable to a stockholder of the Company, the note is unsecured, due on demand and non-interest bearing.                                                               |  |                  | 16,715  |                  |   | 16,715 
|                                                                                                                                                                           |  |                 
|Note payable to an individual and also a stockholder of the Company, earning interest at 6% per annum. The note is unsecured and due on
demand.                            |  |                  |        |                  |   | 49,318 
|                                                                                                                                                                           |  |                 
|Note payable to an individual, also a stockholder of the company, earning interest at 6 % per annum. The note is unsecured and due on
demand.                              |  |                  |        |                  |   | 100,000
|                                                                                                                                                                           |  |                  |         |                  |   |        
|Total notes payable to stockholders, all current                                                                                                                           |  | $                | 495,437 |                  | $ | 608,980
|                                                                                                                                                                           |  |                  |         |                  |   |        



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10. Fair Value Measurement

We adopted SFAS No. 157 Fair Value Measurements, (SFAS 157) effective March 1, 2008 for financial assets and liabilities measured on a recurring basis. On February 6, 2008, the
FASB deferred the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. SFAS 157 defines fair value,
establishes a framework for measuring fair value and generally accepted accounting principles and expands disclosures about fair value measurements. This standard applies in situations where other accounting pronouncements either permit or require
fair value measurements. SFAS 157 does not require any new fair value measurements.

Fair value is defined in SFAS 157 as the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are to be considered from the perspective of a market participant that holds the asset or owes
the liability. SFAS 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The standard describes three levels of inputs that may be used to measure fair value:



| | Level 1: | Quoted prices in active markets for identical or similar assets and liabilities.
| | -------- | --------------------------------------------------------------------------------



| | Level 2: | Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar
assets and liabilities.
| | -------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Level 3: | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
| | -------- | -----------------------------------------------------------------------------------------------------------------------------------------------

The carrying amount of the Companys financial assets and liabilities, including cash, accounts payable and accrued expenses approximate fair value, without being
discounted, due to the short-term maturities during which these amounts are outstanding.

Management has concluded that it is not practical to determine
the estimated fair value of amounts due to related parties. SFAS No. 107 requires that for instruments for which it is not practicable to estimate their fair value, information pertinent to those instruments be disclosed, such as the carrying
amount, interest rate, and maturity, as well as the reasons why it is not practicable to estimate fair value. Management believes it is not practical to estimate the fair value of such financial instruments because the transactions cannot be assumed
to have been consummated at arms length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practicable due to the lack of data regarding similar
instruments, if any, and the associated potential costs.

The Company adopted SFAS 159 effective March 1, 2008. This statement provides companies with
an option to report selected financial assets and liabilities at fair value. The Company did not elect the fair value option for any of such eligible financial assets or financial liabilities as of November 30, 2008.

11. Common Stock

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

On May 31, 2007, the Company filed a Definitive Information Statement (the Information
Statement) pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the Exchange Act) with the Securities and Exchange Commission and mailed the statement to the Companys shareholders. The Information Statement
was filed and mailed in connection with the Companys solicitation of consents seeking approval to amend the Companys Certificate of Incorporation to effect a consolidation of its outstanding shares of Common Stock at a ratio of one share
for every 20 shares of Common Stock outstanding. On June 22, 2007, the Company filed the Certificate of Amendment (the Amendment) to the Certificate of Incorporation with State of Delaware effectuation the reverse stock split as of
June 28, 2007.



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

On April 4, 2007, the Company entered into an investor relations and consulting agreement with CRG Partners, Inc. to provide services over
a three month period under which it issued 15,000 shares of its common stock in exchange for such services. The shares were valued based on the value of the services totaling $78,000 (which is more clearly determinable) and were expensed and
included as general and administrative expenses in the accompanying consolidated statement of operations for the nine months ended November 30, 2007.

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

On
November 16, 2007, the Company issued 1,840,310 shares of its common stock to three related party debt holders for $.10 per share in exchange for the conversion of $184,031 of principal and accrued interest for certain notes payable. The
Company recorded a loss on the conversion totaling approximately $186,500 based on the trade price of the common stock on the conversion date.

On
April 8, 2008, the Company issued 250,000 shares of its common stock at $0.10 per share for a total amount of $25,000. The Company recorded a discount of $2,500 relating to the issuance of this common stock, which has been reflected in loss on
issuance of common stock in the accompanying statement of operations.

On April 22, 2008, the Company entered into an investor relations and
consulting agreement with CRG Partners, Inc, with an initial period of 30 days and a renewal period of an additional 150 days. The agreement requires the Company to issue 60,000 shares of its common stock upon signing the agreement and 300,000
shares if the Company renews the agreement. The 60,000 shares issued on April 22, 2008 were valued at $.13 per share or $7,800 and has been expensed in the statement of operations. The Company has not yet renewed the agreement.

On May 21, 2008, the Company issued 100,000 shares of its common stock at $.25 per share for a total amount of $25,000. The Company recorded a discount of $25,000
related to the issuance of this common stock, which has been reflected in loss on issuance of common stock in the accompanying statement of operations.

On
June 2, 2008, the Company executed a debt conversion agreement with George Mainas, a Company director and principal stockholder and debt holder, for the conversion of $30,000 in Company debt into 120,000 shares of the Companys common
stock for $.25 per share. The issuance of the Companys shares of common stock to Mr. Mainas was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. The shares of the Companys Common Stock to
issued to Mr. Mainas are restricted shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an exemption thereunder. As the fair value of the common stock issued amounted to $60,000 on the
date of the agreement, the conversion resulted in a loss on the issuance of common stock of $30,000, which is reflected in the accompanying statement of operations for the nine months ended November 30, 2008.

On August 1, 2008, the Company raised $40,000 through the sale of a total of 200,000 shares of common stock at $.20 per share to two accredited investors, directors
and stockholders of the Company. The issuance of the Companys shares of common stock was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. The shares of the Companys common stock issued are
restricted shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an exemption thereunder.

12.
Stock Based Compensation

The Companys 2007 Equity Incentive Plan (the Plan), which is not yet shareholder-approved, permits
the grant of share options and shares to its employees and affiliates for up to one million shares of common stock. The Company believes that such awards better align the interests of its employees and affiliates with those of its shareholders.
Option awards are generally granted with an exercise price that approximates the market price of the Companys stock at the date of grant.



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On October 1, 2005, the Company issued immediately vested stock options (outside of the Plan) to two members of its
management. Each of the two individuals received the right to purchase up to 50,000 shares of the Companys common stock at $5.00 per share. The stock options expired on October 1, 2008. In addition, on October 1, 2005, the Company
granted its legal counsel immediately vested stock options to purchase up to 25,000 shares of its common stock at $5.00 per share. These stock options expired on October 1, 2008.

On November 12, 2007, the Company granted its legal counsel stock options to purchase up to 200,000 shares of its common stock at $.10 per share. These stock options expire on November 12, 2012. All of these
stock options vested on the grant date.

On March 18, 2008, the Company granted its Chief Executive Officer and principal financial officer to
purchase up to 200,000 of its common stock at $.25 per share. These stock options expire on March 18, 2009. All of these stock options vested on the grant date. The estimated value of the options issued amounted to $22,720, which is reflected
in the accompanying statement of operations for the nine months ended November 30, 2008.

On June 20, 2008, the Company granted options to
purchase an aggregate total of 400,000 shares of Company common stock to two stockholders and directors of the Company under the Companys 2007 Equity Incentive Plan at an exercise price of $.25 per share. The options vest immediately and have
a 5 year contractual life. Of these options, 100,000 were subsequently cancelled in August 2008. The issuance of the options was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. The estimated value of the
options issued amounted to $74,802, which is reflected as an operating expense in the accompanying statement of operations for the nine months ended November 30, 2008.

On July 23, 2008, the Company granted options to purchase 100,000 shares of Company Common Stock under the Companys 2007 Equity Incentive Plan at an exercise price of $.25 per share, in consideration for
certain consulting services. The options vest immediately and have a 3 year contractual life. The issuance of the options was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. The estimated value of the
options issued amounted to $22,521, which is reflected as an operating expense in the accompanying statement of operations for the nine months ended November 30, 2008.

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 the 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. Assumptions used to calculate the fair value of the options issued was as
follows.



|                        |  |                                 
|----------------------- |  | --------------------------------
|                        |  | Nine MonthsEndedNovember 30,2008
|Expected life in years  |  | 2-5                             
|Stock price volatility  |  | 113%-379%                       
|Risk free interest rate |  | 2.81%-3.30%                     
|Expected dividends      |  | None                            
|Forfeiture rate         |  | 0%                              



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##### Table of Contents

A summary of option activity as of November 30, 2008, and changes during the period then ended is presented below:



|                                                 |  |          |   |  |                               |      |                                                 |      |                         |   |  
|------------------------------------------------ |  | -------- | - |  | ----------------------------- | ---- | ----------------------------------------------- | ---- | ----------------------- | - | -
|                                                 |  | Options  |   |  | Weighted-AverageExercisePrice |      | Weighted-AverageRemainingContractualLife(Years) |      | AggregateIntrinsicValue
|Outstanding at February 29, 2008                 |  | 325,000  |   |  | $                             | 1.99 |                                                 | 2.65 |                         | $ | 
|Granted                                          |  | 700,000  |   |  |                               | 0.25 |                                                 | 2.80 |                         |   | 
|Exercised                                        |  |         |   |  |                               |     |                                                 |      |                         |   |  
|Forfeited                                        |  | (225,000 | ) |  |                               | 2.89 |                                                 |      |                         |   |  
|                                                 |  |          |   |  |                               |      |                                                 |      |                         |   |  
|Outstanding at November 30, 2008                 |  | 800,000  |   |  |                               | 0.21 |                                                 | 3.09 |                         |   | 
|                                                 |  |          |   |  |                               |      |                                                 |      |                         |   |  
|Vested and expected to vest at November 30, 2008 |  | 800,000  |   |  |                               | 0.21 |                                                 | 3.09 |                         |   | 
|                                                 |  |          |   |  |                               |      |                                                 |      |                         |   |  
|Exercisable at November 30, 2008                 |  | 800,000  |   |  |                               | 0.21 |                                                 | 3.09 |                         |   | 
|                                                 |  |          |   |  |                               |      |                                                 |      |                         |   |  

There were no options exercised during the nine months ended November 30, 2008 or 2007. There is no unvested
compensation as of November 30, 2008.

13. Income Taxes

The Company adopted the provisions of FIN 48 on March 1, 2007, and has commenced analyzing filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well
as all open tax years in these jurisdictions. As a result of adoption, the Company has recorded no additional tax liability. There are no unrecognized tax benefits as of March 1, 2007. As of February 29, 2008 the Company has
not yet completed its analysis of the deferred tax assets for net operating losses. As such, this amount and the offsetting valuation allowance have been removed from the Companys deferred tax assets. The Company will complete a
Section 382 analysis regarding the limitation of the net operating loss, if the company utilizes the net operating loss.

Due to the
existence of the valuation allowance, future changes in our unrecognized tax benefits will not impact the Companys effective tax rate.

The
Company is subject to taxation in the U.S. and state jurisdictions. The Companys tax years for 1993 and forward are subject to examination by the U.S. and 2003 and forward by California tax authorities due to the carry forward of
unutilized net operating losses. The Company is currently not under examination by any taxing authorities.

The adoption of FIN 48 did not impact the
Companys financial condition, results of operations or cash flows. As of August 31, 2008, the Company had net deferred tax assets of approximately $1.457 million. Due to uncertainties surrounding the Companys ability to
generate future taxable income to realize these assets, a full valuation has been established to offset the net deferred tax asset. Additionally, the future utilization of the companys net operating loss carry forwards to offset future taxable
income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. The Company has not yet determined whether such an ownership change has occurred. Until this
analysis has been completed the Company has removed the deferred tax assets associated with these carry forwards from its deferred tax asset schedule and has recorded a corresponding decrease to their valuation allowance.

The Company is primarily subject to U.S. federal and state income tax. The Companys policy is to recognize interest and penalties related to income tax matters in
income tax expense. As of November 30, 2008 and February 29, 2008, the Company had no accruals for interest or penalties related to income tax matters.



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

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

Overview

Public Media Works, Inc. (the Company or
PMW or we or our) is engaged in the development, production, marketing and distribution of film, music and television entertainment media.

Going Concern and Liquidity Matters

The accompanying financial statements of PMW have been prepared under the
assumption that we will continue as a going concern. Such assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, the Company incurred a net loss
of $486,358 during the nine months ended November 30, 2008, and has incurred net cash outflows from operating activities during the nine months ended November 30, 2008. Our independent accountants report for 2008 in our Form 10KSB filed
with the SEC on July 14, 2008 state that these factors create substantial doubt as to the Companys ability to continue as a going concern.

The
Companys continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitability.
During the nine months ended November 30, 2008 the Company generated net proceeds from the sale of stock and issuance of debt amounting to $190,108.

On October 16, 2008, the Company entered into a share exchange agreement (the Share Exchange Agreement) with Promia, Incorporated, a California corporation (Promia) and certain shareholders of Promia. Under the
terms of the Share Exchange Agreement, the Company would acquire Promia through an acquisition of all or at least 90% of its outstanding stock, options and warrants. In exchange, the Company would issue to the Promia sellers up to 12,500,000 shares
of Company stock and/or options or warrants to purchase Company common stock, as such number of shares may be adjusted as described in the Share Exchange Agreement. Upon the closing of the Share Exchange Agreement, the Company would own Promia as a
wholly owned, or at least 90% owned, subsidiary.

The closing of the Share Exchange Agreement is subject to the completion of numerous conditions,
including the completion of a capital raise with net proceeds of at least $7,000,000, which is still pending. There can be no assurance that the exchange or any other transactions contemplated by the Share Exchange Agreement will be consummated. The
Share Exchange Agreement may be terminated: (a) by mutual consent of Promia and the Company; (b) by either party if the transaction is not consummated by February 16, 2009; (c) by either party if the transaction is prohibited by
issuance of an order, decree or ruling. In the event of termination, both parties are responsible for their respective expenses; (d) by Promia upon payment of a termination fee; or (e) by either party for various other grounds as provided
in the Share Exchange Agreement. Upon the completion of the Share Exchange Agreement, the Company would sell all of its current operations which are focused on the entertainment industry to become solely involved in the current Promia business.
During the period until the closing of the Share Exchange Agreement, and in the event the Share Exchange Agreement is terminated, the Company plans to continue to actively operate in the entertainment industry.

The foregoing summary and description of the terms of the transaction contemplated under the Share Exchange Agreement contained herein is qualified in its entirety by
reference to the complete Share Exchange Agreement, a copy of which is filed as an exhibit to our Form 8-K filed with the SEC on October 20, 2008 (the Form 8-K), and incorporated herein by reference, and the more comprehensive
description of the Share Exchange Agreement and transaction contained in the Form 8-K.



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There can be no assurance that the Company will be able to obtain any additional financing, or that any such financing
will be available on acceptable terms. The financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Plan of Operations

The Company did not generate any revenues during the nine months ended November 30, 2008 or
during the nine months ended November 30, 2007.

For the nine months ended November 30, 2008, the Companys operating expenses amounted to
$377,231. This represented an increase of $90,559 in expenses as compared to the operating expenses of $286,672 for the nine months ended November 30, 2007. Operating expenses increased during the nine months ended November 30, 2008 from
general and administrative expenses of $101,430 due to stock option compensation in 2008 of $120,043, increased travel and related expenditures of approximately $28,000, offset by a decrease in expenses associated with common stock issued to
consultants in 2007 of approximately $43,000. This was offset by a decrease in professional fees of $10,871 for the nine months ended November 30, 2008 resulting primarily from the issuance of $18,360 of stock option compensation issued to our
legal counsel during 2007.

During the nine months ended November 30, 2008, the Companys net loss amounted to $486,358. This represented an
increased net loss of $141,154 as compared to the net loss of $345,204 for the nine months ended November 30, 2007. The increased net loss is primarily the result of increased operating expenses of $90,559, as described above, as well as
$57,500 in losses from the issuance of common stock for the settlement of debt.

For the quarter ended November 30, 2008, the Companys operating
expenses amounted to $44,572. This represented a decrease of $63,728 in expenses as compared to the operating expenses of $108,300 for the quarter ended November 30, 2007. Operating expenses decreased during the quarter ended November 30,
2008 due primarily to a decrease in general and administrative expenses of $42,783 due primarily to a decrease in travel and related costs of approximately $41,000 in 2008 as compared to 2007. The Company also had decreased professional fee expenses
of $20,945 due primarily to lower accounting and audit fees in 2008.

The Company has reported a cumulative net loss of ($5,104,646) from its inception on
March 3, 2000 through November 30, 2008.

The Company does not currently have sufficient cash to satisfy its cash requirements and will have to
raise additional funds in the next twelve months. Except as described above as it relates to the completion of the Promia Share Exchange Agreement, during the next twelve months, the Company does not anticipate any product research or development,
any purchase or sale of plant or significant equipment, or any significant changes in the number of its employees.

Liquidity and Capital Resources

At November 30, 2008, our total assets were $27,955, our current assets totaled $2,176 and our current liabilities were $1,162,785. Our
stockholders deficit at November 30, 2008 was ($1,134,830), compared to stockholders deficit at February 29, 2008 of ($1,047,376).

As of November 30, 2008, the Company had a cash balance of $2,176. The Company does not currently have sufficient cash on hand to satisfy its operating costs and continued development efforts, and will need to raise additional
capital. 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 raise capital from third parties to fund specific television and film projects.

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 November 30, 2008, the Company has aggregate outstanding notes payable and accrued
interest balances of $1,013,589, under the following obligations:

1. On August 30, 2000, the Company and George Mainas, a member of the Board of
Directors of the Company and a shareholder, entered into an unsecured promissory note bearing interest at 8% per annum. As of November 30, 2008, the Company had an outstanding balance of $681,264 under the promissory note, including
accrued interest. The promissory note is payable on demand.



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2. On August 19, 2004, the Company entered into an unsecured line of credit with Mainas Development Corporation,
which is wholly-owned by George Mainas. 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 November 30, 2008 was $272,508 including accrued interest. Mr. Mainas and Mainas Development Corporation made demand to the Company on March 31, 2005 for payment of all amounts due and owing by the Company under the
unsecured promissory note and unsecured line of credit.

3. In July 2008, the Company entered into an unwritten, unsecured promissory obligation to George
Mainas to borrow $42,000 bearing interest at 7% per annum. As of November 30, 2008, the Company had an outstanding balance of $43,102 under the obligation, including accrued interest. The promissory obligation is due on demand.

4. In May 2002, the Company entered into an unwritten, unsecured promissory obligation to Denis Shusterman, a stockholder, in exchange for his payment of $16,715 in
general and administrative expenses on behalf of the Company. This obligation is payable upon demand and bears no interest. As of November 30, 2008, the outstanding balance under this obligation was $16,715. On May 18, 2007, the
Company received a Writ of Garnishment from the U.S. Department of Justice related to a judgment due from Denis Shusterman to the United States. The Company expects the U.S. Department of Justice to make demand for repayment of the amounts due and
owing under the Companys obligation to Denis Shusterman.

The Board of Directors of the Company has passed a corporate resolution in September 2005
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 the Companys outstanding debt obligations; provided, however, to date the Board of Directors
has waived the application of this resolution.

Sale of Certain Interests in Limited Liability Companies and Projects

On August 26, 2008, the Company entered into a Purchase Agreement with Corbin Bernsen, Team Cherokee Productions, Inc., a company owned by Corbin Bernsen, providing
for the sale of certain Company limited liability company interests and projects. The agreement provided for the sale of the Companys entire membership interests in DOD, LLC and Dead Air, LLC and for the Company to resign as the manager of
each; the Companys sale of one-half of its 40% interest in the production of the film Car Pool Guy; and the Companys sale of a one-half interest in the script for the film 3 Day Test. In consideration for the
assets, Mr. Bernsen agreed to forgive all of the Company debt to him (in the approximate amount of $55,000) and agreed to pay the Company future royalty payments from the projects. The Company received the right to royalty payments in the
amount of 12.5% of any future distributions from DOD, LLC and 10% of any future distributions from Dead Air, LLC. The agreement also terminated the Project Management Agreement dated March 18, 2008 previously entered into between the Company
and Mr. Bernsen. The transactions under the agreement were effective as of August 26, 2008. The description of the terms of the agreement is qualified by reference to the complete copy of such agreement which is filed as an exhibit to our
Form 8-K filed with the SEC on August 29, 2008. In exchange for the sale of the membership interests, all outstanding debt and accrued interest owed by the Company to the shareholder, amounting to $55,475 was forgiven. The Company also had a
net liability of $34,562 due to DOD, LLC which was forgiven as part of the transaction. Given its related party nature, the transaction has been accounted for as a capital contribution and the difference of $93,561 between the debt forgiven and the
assets transferred to the shareholder has been reflected as additional paid-in capital in the accompanying balance sheet at November 30, 2008.

USE
OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based on our
financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP).



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The preparation of these financial statements requires management to make estimates and judgments that affect the
reported amounts of assets liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each reporting period. On an ongoing basis, management
evaluates its estimates and assumptions, including those related to film development costs, income taxes, long lived asset valuation, and stock based compensation. Management basis its estimates and judgments on historical experience of operations
and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions.

Management believes the following critical accounting policies,
among others, will affect its more significant judgments and estimates used in the preparation of our financial statements.

Film Development
Costs. Included in film development costs are films produced by the Company, capitalized costs include all direct production and financing costs, capitalized interest and production overhead. Film development costs are stated at the lower of
amortized cost or estimated fair value. The valuation of investment in films and television programs is reviewed on a title-by-title basis, when an event or change in circumstances indicates that the fair value of a film or television program is
less than its unamortized cost. The fair value of the film or television program is determined using managements future revenue and cost estimates and a discounted cash flow approach. Additional amortization is recorded in the amount by which
the unamortized costs exceed the estimated fair value of the film or television program. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films may be
required as a consequence of changes in managements future revenue estimates. Management evaluates its of film development costs on a quarterly basis for impairment. For the nine months ended November 30, 2008, we recognized $9,050 of
film development cost impairments that were recorded in the income statement.

Income Taxes.In determining the carrying value of the
Companys net deferred tax assets, the Company must assess the likelihood of sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions, to realize the benefit of these assets. If these estimates and
assumptions change in the future, the Company may record a reduction in the valuation allowance, resulting in an income tax benefit in the Companys Statements of Operations. Management evaluates the realizability of the deferred tax assets and
assesses the valuation allowance quarterly.

Effective March 1, 2007, we adopted the provisions of Financial Accounting Standards Board
(FASB) Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109. The implementation of FIN 48 had no significant impact on the Companys financial
statements.

Stock-Based Compensation. On January 1, 2006, we adopted Statement of Financial Accounting Standards (SFAS)
No.123 (Revised 2004), Share Based Payment, (SFAS 123R), using the modified prospective method. In accordance with SFAS 123R, PMW measures the cost of employee services received in exchange for an award of equity instruments
based on the grant-date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period. We determine the grant-date fair value of
employee share options using the Black-Scholes option pricing model.

Recent Accounting Pronouncements

In April 2008, the FASB issued FASB Staff Position (FSP) No. FAS 142-3 Determination of the Useful Life of Intangible Assets. This FSP amends the
factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets. The intent of
this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (revised 2007),
Business Combinations and other U.S. generally accepted accounting principles (GAAP). This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal
years. Early adoption is prohibited. The Company will adopt this FSP beginning March 1, 2009 and it is not believed that this will have an impact on the Companys financial position, results of operations or cash flows.



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In December 2007, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 160,
Non-controlling Interests in Consolidated Financial Statements (SFAS No. 160). SFAS No. 160 amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a
subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements and
establishes a single method of accounting for changes in a parents ownership interest in a subsidiary that do not result in deconsolidation. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The
Company has not yet determined the impact, if any, that SFAS No. 160 will have on its financial statements, but believes any impact will not be material.

In December 2007, FASB issued SFAS No. 141R, Business Combinations. SFAS No. 141R replaces SFAS No. 141, Business Combinations. SFAS No. 141R establishes principles and requirements for determining how an
enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a business combination, including non-controlling interests, contingent consideration and certain acquired contingencies. SFAS No. 141R also
requires acquisition-related transaction expenses and restructuring costs be expensed as incurred rather than capitalized as a component of the business combination. This Statement shall be applied prospectively to business combinations for which
the acquisition date is on or after beginning of the first annual reporting period beginning on or after December 15, 2008. Management is currently evaluating the impact of the adoption of this statement; however, but believes any impact with
respect to future acquisitions could be material.

In May 2008, the FASB issued FSP No. APB 14-1, Accounting for Convertible Debt Instruments That
May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). FSP APB 14-1 addresses instruments commonly referred to as Instrument C from Emerging Issues Task Force No. 90-19, which requires the issuer to settle the principal
amount in cash and the conversion spread in cash or net shares at the issuers option. FSP APB 14-1 requires that issuers of these instruments account for their liability and equity components separately by bifurcating the conversion option
from the debt instrument, classifying the conversion option in equity, and then accreting the resulting discount on the debt as additional interest expense over the expected life of the debt. FSP APB 14-1 is effective for fiscal years beginning
after December 15, 2008 and interim periods within those fiscal years, and requires retrospective application to all periods presented. Early application is not permitted. Management is currently evaluating the impact of the adoption of this
statement; however, but believes any impact with respect to future debt transactions could be material.

In May 2008, the FASB issued SFAS No. 162,
The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). This statement identifies the sources of and framework for selecting the accounting principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (GAAP hierarchy). Because the current GAAP hierarchy is set forth in the American Institute
of Certified Public Accountants Statement on Auditing Standards No. 69, it is directed to the auditor rather than to the entity responsible for selecting accounting principles for financial statements presented in conformity with GAAP.
Accordingly, the FASB concluded the GAAP hierarchy should reside in the accounting literature established by the FASB and issued this statement to achieve that result. The provisions of SFAS 162 are effective November 15, 2008, which is 60 days
following the SECs approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. Management believes that adoption of
SFAS 162 will not have a material effect on the financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys present or future
financial statements.



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Quantitative And Qualitative Disclosures About Market Risk

Market risk refers to the risk that a change in the level of one or more market factors such as interest rates, foreign currency exchange rates, or equity prices will
result in losses for a certain financial instrument or group of instruments. We do not hold any instruments that are subject to such risks.

Interest rate
risk

We do not believe that interest rate risk will negatively impact out business plans.

Inflation

We do not believe that inflation will negatively impact our business plans.

Off-Balance Sheet Arrangements

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



|Item 3(A)T. | Controls and Procedures.
|----------- | ------------------------

Evaluation of Disclosure Controls and
Procedures.We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer who is also our acting principal financial officer, of the effectiveness of the design and operation
of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other
procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the SECs rules and forms. Based on this evaluation, our Chief Executive Officer has concluded that, as of November 30, 2008, our disclosure controls and procedures were not effective in ensuring that the information required to be
filed or submitted under the Exchange Act is recorded, presented, summarized and reported as specified in the Securities and Exchange Commissions rules and forms, and accumulated and communicated to our management, including our Chief
Executive Officer who is also acting as our principal financial officer, as appropriate to allow timely decisions regarding required disclosure. We believe, however, that the accompanying financial statements presented in this Form 10-Q fairly
present the financial condition and results of operations for the periods indicated.

The identified material weaknesses in our internal control over
financial reporting relate to the following matters:



| |  |  | We identified a lack of sufficient segregation of duties, particularly in cash disbursements. Specifically, this material weakness is such that the design over the
areas of cash disbursements relies primarily on detective controls and could be strengthened by adding preventative controls to properly safeguard company assets.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Management has identified a lack of sufficient personnel in the accounting function due to the limited resources of the Company with appropriate skills, training
and experience to perform the review of the Company with appropriate skills, training and experience to perform the review processes to ensure the complete and proper application of generally accepted accounting principles, particularly as it
relates to taxes, valuation of share based payments, consolidation of various entities, the valuation and capitalization of film development costs, and other equity transactions. Specifically, this material weakness lead to segregation of duties
issues and resulted in audit adjustments to the annual financial statements and revisions to related disclosures, including tax reporting, share based payments, consolidation of various entities, the valuation of capitalization of film development
costs, and other equity transactions.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our plan to remediate those material weaknesses remaining as of November 30, 2008 is as
follows:



| |  |  | Improve the effectiveness of the accounting group by continuing to augment existing Company resources with additional consultants or employees to improve
segregation procedures and to assist in the analysis and recording of complex accounting transactions and preparation of tax disclosures. The Company plans to mitigate the segregation of duties issues by hiring additional personnel in the accounting
department once the Company is generating revenue, or has raised significant additional working capital.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Improve segregation procedures by strengthening cross approval of various functions including cash disbursements and quarterly internal audit procedures where
appropriate.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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CHANGES IN CONTROLS AND PROCEDURES

As required by Rule 13-15(d) of the Exchange Act, the Company, under the supervision and with the participation of the Companys management, including the Chief Executive Officer and principal financial officer,
also evaluated whether any changes have occurred to the Companys internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, such control.
Based on the evaluation, there have been no such changes during the period covered by this report.

PART II -
OTHER INFORMATION



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

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 1A. | Risk Factors
|-------- | ------------

In addition to the other information set forth in
this report, you should carefully consider the factors discussed in Part II, Item 6 Managements Discussion and Analysis of Financial Condition and Results of OperationsRisk Factors in our Annual Report on Form
10-KSB for the fiscal year ended February 29, 2008 which was filed with the SEC on July 14, 2008 (the Form 10KSB). These risks and uncertainties have the potential to materially affect our business, financial condition, results
of operations, cash flows, projected results and future prospects. As of the date of this report, we do not believe that there have been any material changes to the risk factors previously disclosed in our Form 10-KSB.



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

On June 2, 2008, the
Company executed a debt conversion agreement with George Mainas, a Company director and principal shareholder and debt holder, for the conversion of $30,000 in Company debt into 120,000 shares of Company Common Stock for $.25 per share. The issuance
of the Companys shares of common stock to Mr. Mainas was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. The shares of the Companys Common Stock to issued to Mr. Mainas are restricted
shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an exemption thereunder.

On March 18,
2008, the Company granted its Chief Executive Officer and principal financial officer to purchase up to 200,000 of its common stock at $.25 per share. These stock options expire on March 18, 2009. All of these stock options vested on the grant
date.

On June 20, 2008, the Company granted options to purchase an aggregate total of 400,000 shares of Company common stock to two stockholders and
directors of the Company under the Companys 2007 Equity Incentive Plan at an exercise price of $.25 per share. The options vest immediately and have a 5 year contractual life. Of these options, 100,000 were subsequently cancelled in August
2008. The issuance of the options was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. The value of the options issued amounted to $74,802, which is reflected as an operating expense in the accompanying
statement of operations for the nine months ended November 30, 2008.



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On July 23, 2008, the Company granted options to purchase 100,000 shares of Company Common Stock under the
Companys 2007 Equity Incentive Plan at an exercise price of $.25 per share, in consideration for certain consulting services. The issuance of the options was exempt from registration under the Securities Act pursuant to Section 4(2)
thereof.

On August 1, 2008, the Company raised $40,000 through the sale of a total of 200,000 shares of Company common stock at $.20 per share to
Mr. Kearney and Mr. Mainas, both of which are accredited investors and directors and shareholders of the Company. The issuance of the Companys shares of common stock was exempt from registration under the Securities Act pursuant to
Section 4(2) thereof. The shares of the Companys Common Stock issued to Mr. Kearney and Mr. Mainas are restricted shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an
exemption thereunder.



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

As reported above in Part
1, Item 2 Managements Discussion and Analysis or Plan of Operations Liquidity and Capital Resources, the Company is in default under an unsecured promissory note and unsecured line of credit with Mr. Mainas
and his company, Mainas Development Corporation.



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

None



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

None



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



|            |  |                                                                                                                                                  
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                      
|31.1        |  | Certification required by Rule 13a-14(a) or Rule 15d-14(d) and under Section 302 of the Sarbanes-Oxley act of 2002 by Chief Executive Officer and
|            | 
|31.2        |  | Certification required by Rule 13a-14(a) or Rule 15d-14(d) and under Section 302 of the Sarbanes-Oxley act of 2002 by Chief Financial Officer    
|            | 
|32.1        |  | Certification required by Rule 13a-14(a) or Rule 15d-14(d) and under Section 906 of the Sarbanes-Oxley act of 2002                               



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

The Company filed a Form 8-K on October 20, 2008
regarding the execution of the Share Exchange Agreement with Promia.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



|                       |  |                                                               
|---------------------- |  | --------------------------------------------------------------
|                       |  | Public Media Works, Inc.                                      
|                       |  | (Registrant)                                                  
|                       | 
|Date: January 12, 2009 |  | /s/ Al Hayes                                                  
|                       |  | By: Al Hayes                                                  
|                       |  | Title: Chief Executive Officer and principal financial officer



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