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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-QSB

(Mark One)



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

For the quarterly period ended May 31, 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  þ    NO   ̈

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

On July 1, 2008, the registrant had
outstanding 5,011,440 shares of Common Stock, which is the registrants only class of common equity.

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









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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARIES

Form 10-QSB

For the Quarter Ended May 31, 2008

TABLE OF CONTENTS



|                               |  |                                                                                      |  |     
|------------------------------ |  | ------------------------------------------------------------------------------------ |  | ----
|                               |  |                                                                                      |  | Page
|                               | 
|PART I  FINANCIAL INFORMATION |  | 4                                                                                   
|                               |  |                                                                                     
|Item 1.                        |  | Financial Statements                                                                 |  | 4   
|                               |  |                                                                                     
|                               |  | Consolidated Balance Sheets (Unaudited) as of May 31, 2008                           |  | 4   
|                               |  |                                                                                     
|                               |  | Consolidated Statements of Operations (Unaudited) for the quarter ended May 31, 2008 |  | 5   
|                               |  |                                                                                     
|                               |  | Consolidated Statements of Cash Flows (Unaudited) for the quarter ended May 31, 2008 |  | 6   
|                               |  |                                                                                     
|                               |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                     |  | 8   
|                               |  |                                                                                     
|Item 2.                        |  | Managements Discussion and Analysis or Plan of Operations                           |  | 17  
|                               |  |                                                                                     
|Item 3(A) T.                   |  | Controls And Procedures                                                              |  | 21  
|                               | 
|PART II  OTHER INFORMATION    |  | 22                                                                                  
|                               |  |                                                                                     
|Item 1.                        |  | Legal Proceedings                                                                    |  | 22  
|                               |  |                                                                                     
|Item 1A.                       |  | Risk Factors                                                                         |  | 22  
|                               |  |                                                                                     
|Item 2.                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                          |  | 22  
|                               |  |                                                                                     
|Item 3.                        |  | Defaults Upon Senior Securities                                                      |  | 23  
|                               |  |                                                                                     
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                                  |  | 23  
|                               |  |                                                                                     
|Item 5.                        |  | Other Information                                                                    |  | 23  
|                               |  |                                                                                     
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                     |  | 23  
|                               | 
|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-QSB 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. AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)



|                                                                                                            |  |                         |            |   |                  |   |            |  
|----------------------------------------------------------------------------------------------------------- |  | ----------------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                            |  | May 31, 2008(Unaudited) |            |   | February 29,2008 |  
|Assets                                                                                                      |  |                         |            |   |                  |   |            |  
|Current assets:                                                                                             |  |                         |            |   |                  |   |            |  
|Cash                                                                                                        |  | $                       | 28,662     |   |                  | $ | 1,212      |  
|Prepaid expenses                                                                                            |  |                         | 5,487      |   |                  |   | 4,741      |  
|                                                                                                            |  |                         |            |   |                  |   |            |  
|Total current assets                                                                                        |  |                         | 34,149     |   |                  |   | 5,953      |  
|Equipment, net                                                                                              |  |                         | 1,779      |   |                  |   | 2,279      |  
|Film development costs                                                                                      |  |                         | 285,140    |   |                  |   | 248,390    |  
|                                                                                                            |  |                         |            |   |                  |   |            |  
|Total assets                                                                                                |  | $                       | 321,068    |   |                  | $ | 256,622    |  
|                                                                                                            |  |                         |            |   |                  |   |            |  
|Liabilities and Stockholders Deficit                                                                       |  |                         |            |   |                  |   |            |  
|Current liabilities:                                                                                        |  |                         |            |   |                  |   |            |  
|Accounts payable and accrued expenses                                                                       |  | $                       | 86,998     |   |                  | $ | 59,454     |  
|Due to creditor                                                                                             |  |                         | 25,000     |   |                  |   | 25,000     |  
|Related party advances                                                                                      |  |                         | 35,250     |   |                  |   | 22,500     |  
|Film participation interests                                                                                |  |                         | 120,000    |   |                  |   | 120,000    |  
|Accrued interest to stockholders                                                                            |  |                         | 300,032    |   |                  |   | 285,442    |  
|Notes payable to stockholders                                                                               |  |                         | 633,338    |   |                  |   | 608,980    |  
|Notes payable to a related party                                                                            |  |                         | 182,622    |   |                  |   | 182,622    |  
|                                                                                                            |  |                         |            |   |                  |   |            |  
|Total current liabilities                                                                                   |  |                         | 1,383,240  |   |                  |   | 1,303,998  |  
|                                                                                                            |  |                         |            |   |                  |   |            |  
|Stockholders deficit                                                                                       |  |                         |            |   |                  |   |            |  
|Common stock $.0001 par value, 100,000,000 shares authorized 4,891,440 and 4,481,440 issued and outstanding |  |                         | 489        |   |                  |   | 448        |  
|Additional paid-in capital                                                                                  |  |                         | 3,678,443  |   |                  |   | 3,570,464  |  
|Accumulated deficit                                                                                         |  |                         | (4,741,104 | ) |                  |   | (4,618,288 | )
|                                                                                                            |  |                         |            |   |                  |   |            |  
|Total stockholders deficit                                                                                 |  |                         | (1,062,172 | ) |                  |   | (1,047,376 | )
|                                                                                                            |  |                         |            |   |                  |   |            |  
|Total liabilities and stockholders deficit                                                                 |  | $                       | 321,068    |   |                  | $ | 256,622    |  
|                                                                                                            |  |                         |            |   |                  |   |            |  

See accompanying notes, which are an integral part of the consolidated financial statements.



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARIES.

Consolidated Statement of Operations -

(Unaudited)



|                                                                     |  |                            |            |   |                 |   |            |  
|-------------------------------------------------------------------- |  | -------------------------- | ---------- | - | --------------- | - | ---------- | -
|                                                                     |  | Three months ended May 31, |           
|                                                                     |  | 2008                       |            |   | 2007 (Restated) |  
|Revenue                                                              |  | $                          |           |   |                 | $ |           |  
|                                                                     |  |                            |            |   |                 |   |            |  
|Total revenues                                                       |  |                            |           |   |                 |   |           |  
|Impairment of film development costs                                 |  |                            |           |   |                 |   | 11,135     |  
|                                                                     |  |                            |            |   |                 |   |            |  
|Gross profit (loss)                                                  |  |                            |           |   |                 |   | (11,135    | )
|                                                                     |  |                            |            |   |                 |   |            |  
|Expenses:                                                            |  |                            |            |   |                 |   |            |  
|Other general and administrative expenses                            |  |                            | 43,082     |   |                 |   | 73,285     |  
|Professional fees                                                    |  |                            | 37,730     |   |                 |   | 43,631     |  
|                                                                     |  |                            |            |   |                 |   |            |  
|                                                                     |  |                            | 80,812     |   |                 |   | 116,916    |  
|                                                                     |  |                            |            |   |                 |   |            |  
|Operating loss                                                       |  |                            | (80,812    | ) |                 |   | (128,051   | )
|                                                                     |  |                            |            |   |                 |   |            |  
|Other expense:                                                       |  |                            |            |   |                 |   |            |  
|Loss on issuance of common stock                                     |  |                            | (27,500    | ) |                 |   |           |  
|Equity in losses on investment in limited liability company          |  |                            | (1,414     | ) |                 |   | (2,215     | )
|Interest expense                                                     |  |                            | (13,090    | ) |                 |   | (14,998    | )
|                                                                     |  |                            |            |   |                 |   |            |  
|Total other expense                                                  |  |                            | (42,004    | ) |                 |   | (17,213    | )
|                                                                     |  |                            |            |   |                 |   |            |  
|Loss before incomes taxes                                            |  |                            | (122,816   | ) |                 |   | (145,264   | )
|Provision for income taxes                                           |  |                            |           |   |                 |   | 1,600      |  
|                                                                     |  |                            |            |   |                 |   |            |  
|Net Loss                                                             |  |                            | (122,816   | ) |                 |   | (146,864   | )
|Accumulated deficit, beginning of period                             |  |                            | (4,618,288 | ) |                 |   | (3,919,570 | )
|                                                                     |  |                            |            |   |                 |   |            |  
|Accumulated deficit, end of period                                   |  | $                          | (4,741,104 | ) |                 |   | 4,066,434  |  
|                                                                     |  |                            |            |   |                 |   |            |  
|Net loss per common share - basic and diluted                        |  | $                          | (0.03      | ) |                 | $ | (0.08      | )
|                                                                     |  |                            |            |   |                 |   |            |  
|Weighted average number of shares outstanding, basic and diluted (*) |  |                            | 4,661,766  |   |                 |   | 1,910,061  |  
|                                                                     |  |                            |            |   |                 |   |            |  



|(*) | Adjusted for 20-1 reverse stock split effected June 2007.
|--- | ---------------------------------------------------------

See accompanying notes, which are an integral part of the consolidated financial statements.



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)



|                                                                        |  |                                |          |   |                                            |   |          |  
|----------------------------------------------------------------------- |  | ------------------------------ | -------- | - | ------------------------------------------ | - | -------- | -
|                                                                        |  | Three months endedMay 31, 2008 |          |   | Three months endedMay 31, 2007(Restated) _ |  
|Cash flows from operating activities:                                   |  |                                |          |   |                                            |   |          |  
|Net loss                                                                |  | $                              | (122,816 | ) |                                            | $ | (146,864 | )
|Adjustments to reconcile net loss to cash used by operating activities: |  |                                |          |   |                                            |   |          |  
|Depreciation                                                            |  |                                | 500      |   |                                            |   | 750      |  
|Loss on issuance of common stock                                        |  |                                | 27,500   |   |                                            |   |          |  
|Common stock issue for services                                         |  |                                | 7,800    |   |                                            |   | 49,400   |  
|Fair value of stock options at grant date                               |  |                                | 22,720   |   |                                            |   |         |  
|Changes in operating assets and liabilities:                            |  |                                |          |   |                                            |   |          |  
|(Increase) decrease in prepaid expenses                                 |  |                                | (746     | ) |                                            |   | 488      |  
|(Increase) in film development costs capitalized                        |  |                                | (36,750  | ) |                                            |   | (3,915   | )
|Increase (decrease) in accounts payable and accrued expenses            |  |                                | 42,134   |   |                                            |   | (16,100  | )
|                                                                        |  |                                |          |   |                                            |   |          |  
|Net cash used by operating activities                                   |  |                                | (59,658  | ) |                                            |   | (111,843 | )
|                                                                        |  |                                |          |   |                                            |   |          |  
|Cash flows from investing activities:                                   |  |                                |          |   |                                            |   |          |  
|Net cash used by investing activities                                   |  |                                |         |   |                                            |   |         |  
|                                                                        |  |                                |          |   |                                            |   |          |  
|Cash flows from financing activities:                                   |  |                                |          |   |                                            |   |          |  
|Issuance of common stock                                                |  |                                | 50,000   |   |                                            |   | 100,000  |  
|Proceeds from related party borrowings                                  |  |                                | 24,358   |   |                                            |   | 14,000   |  
|Payment of related party borrowings                                     |  |                                |         |   |                                            |   | (12,000  | )
|Proceeds from related party advances                                    |  |                                | 12,750   |   |                                            |   | 6,000    |  
|                                                                        |  |                                |          |   |                                            |   |          |  
|Net cash provided by financing activities                               |  |                                | 87,108   |   |                                            |   | 108,000  |  
|                                                                        |  |                                |          |   |                                            |   |          |  
|Net increase (decrease) in cash and cash equivalents                    |  |                                | 27,450   |   |                                            |   | (3,843   | )
|Cash and cash equivalents, beginning of period                          |  |                                | 1,212    |   |                                            |   | 6,802    |  
|                                                                        |  |                                |          |   |                                            |   |          |  
|Cash and cash equivalents, end of period                                |  | $                              | 28,662   |   |                                            | $ | 2,959    |  
|                                                                        |  |                                |          |   |                                            |   |          |  
|Supplemental Disclosures of Cash Flow Information:                      |  |                                |          |   |                                            |   |          |  
|Cash paid during the period for:                                        |  |                                |          |   |                                            |   |          |  
|Interest paid                                                           |  | $                              |         |   |                                            | $ | 1,000    |  
|Income taxes paid                                                       |  | $                              |         |   |                                            | $ | 800      |  

See accompanying notes, which are an integral part of the consolidated financial statements.



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Non-cash, investing and financing activities

During the three months ended May 31, 2008:

On April 22, 2008, the Company entered into an investor relations and
consulting agreement with CRG Partners, Inc. under which it issued 60,000 shares of its common stock for services. The services were valued at $7,800 and are expensed as general and administrative expenses in the statement of operations.

During the three months ended May 31, 2007:

On April 4, 2007,
the Company entered into an investor relations and consulting agreement with CRG Partners, Inc. under which it issued 15,000 shares of its common stock. The services were valued at $78,000 and are expensed as general and administrative expenses.



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MAY 31, 2008

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of Public Media Works, Inc. and its subsidiaries, (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-QSB pursuant to the rules and regulations of Securities and Exchange Commission. 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 three-month period May 31, 2008 are not indicative of the results that maybe expected for the fiscal year
ending February 28, 2009. These unaudited consolidated financial statements should be read in conjunction with the consolidated 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, as filed with the Securities and Exchange Commission on July 14, 2008.

The preparation of
unaudited consolidated 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 consolidated 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 related valuation allowance and the fair value of equity instruments issued.

Organization and Business

Public Media Works, Inc. (formerly
Burnam Management, Inc.) (the Company) 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. The consolidated financial statements include 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 have been eliminated in consolidation.

Going Concern and Liquidity Matters

The accompanying consolidated financial statements have been prepared under the assumption that
the Company 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 accompanying financial statements, the Company incurred a net
loss of $122,816 during the quarter ended May 31, 2008, has an accumulated deficit of $4,741,104 at May 31, 2008 and has incurred net cash outflows from operating activities. These factors raise substantial doubt as to the Companys
ability to continue as a going concern. See Note 3.

Reverse Stock Split

Effective June 28, 2007, the Company completed a 1 for 20 reverse stock split. The accompanying consolidated 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.



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Reclassifications

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

2. Restatements of May 31, 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 quarter ended May 31, 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 quarter ended May 31, 2007 was understated by $2,215.

The Company did not properly account for share based compensation related to services
provided by an investors relation group. As a result, an overstatement of general & administrative expenses of $28,600 occurred in the first quarter ended May 31, 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.

Quarter Ended May 31, 2007

Changes to
Unaudited Consolidated Balance Sheet



|                                            |  |             |         |            |   |        
|------------------------------------------- |  | ----------- | ------- | ---------- | - | -------
|                                            |  | As Reported |         | AsRestated
|Film development costs                      |  | $           | 325,116 |            | $ | 313,981
|Total assets                                |  |             | 334,335 |            |   | 323,200
|Accounts payable and accrued expenses       |  |             | 109,618 |            |   | 111,833
|Total liabilities and stockholders deficit |  | $           | 334,335 |            | $ | 323,200

Changes to Consolidated Statement of Operations



|                                                            |  |   |          |   |  |   |          |  
|----------------------------------------------------------- |  | - | -------- | - |  | - | -------- | -
|Operating expenses                                          |  |   | 0        |   |  |   | (11,135  | )
|General & administrative expenses                           |  |   | (154,851 | ) |  |   | (116,916 | )
|Equity in losses of investment in limited liability company |  |   | 0        |   |  |   | (2,215   | )
|Net loss                                                    |  | $ | (171,449 | ) |  | $ | (146,864 | )
|Net loss per share  basic and diluted                      |  | $ | (.09     | ) |  | $ | (.08     | )



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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. Our independent
registered public accounting firm included a going concern uncertainty explanatory paragraph in their report, dated July 14, 2008, which is included in our Form 10-KSB for the year ended February 29, 2008.

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 three months ended May 31, 2008 the Company generated net proceeds of approximately $87,108. The Company is in various stages of development on numerous
film and television projects. The Companys ability to complete the projects is subject to a variety of factors, including the Companys ability to obtain funding for the projects; the availability of limited production time from third
parties; the availability of actors; the Companys ability to secure appropriate sets and locations; the Companys ability to secure suitable outlets for the release of its projects; and the Companys election to change its production
schedule for new projects. The Company will need to obtain additional financing through the sale of equity securities and / or the issuance of debt, if needed. The sale of additional securities or debt financing could result in additional dilution
to the Companys current stockholders. There can be no assurance that such financing will be available on acceptable terms, or at all.

The financial
statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

4. Recent Accounting
Developments

In December 2007, the FASB issued 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 consolidated 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.

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 consolidated financial statements.

5. Net Loss per Common Share  Basic and Diluted

The
Company computes loss per common share using Statement of Financial Accounting Standards (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. The Company as of May 31, 2008 had
525,000 (May 31, 2007  125,000 stock options) stock options that were not included in the net loss per common share diluted due to the options being anti-dilutive. Additionally, 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.



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6. Film Development Costs

At May 31, 2008 and February 29, 2008, the Company has capitalized $285,140 and $248,390 respectively for film development costs. In January 2007, the Company started production of a movie titled Donna
on Demand. Through May 31, 2008, $251,090 has been capitalized for the production of this movie. The film is currently commencing distribution.

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 00-2.

The Company assessed the valuation of its film development costs and the Companys management has determined
that there was no impairment of the Companys film development costs as of May 31, 2008.

7. Limited Liability Companies Accounted Using
the Equity Method

On April 20, 2007, the Company obtained a 20% equity ownership of Dead Air, LLC (Dead Air). The purpose of the
LLC is the production and exploitation of a motion picture entitled Dead Air. The Company has recorded a loss related to its share in losses of Dead Air, LLC in the amount of $1,414 for the quarter ended May 31, 2008. Investment
members in Dead Air will recoup their capital investment pro rata based on their contributions and ownership percentages. Distribution of net profits from Dead Air shall be made after payment of front end costs, repayment of capital contribution of
each Investment Member, payment of back end deferrals, payment on a pro-rata basis to each investor, then the remaining profits will be divided equally between Public Media Works, Inc. and Antibody Films Development, LLC.

The unaudited results of operations and financial position of Dead Air LLC at May 31, 2008 and 2007 and for the three months ended May 31, 2008 and from
inception April 20, 2007 through May 31, 2007 are as follow:



|                              |  |      |        |   |      |   |        |  
|----------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                              |  | 2008 |        |   | 2007 |  
|Current Assets                |  | $    | 1,063  |   |      | $ | 693    |  
|Film Development Costs        |  |      | 56,142 |   |      |   | 33,823 |  
|                              |  |      |        |   |      |   |        |  
|Total Assets                  |  |      | 57,205 |   |      |   | 34,516 |  
|Current Liabilities           |  |      | 451    |   |      |   | 931    |  
|Notes Payable                 |  |      | 10,383 |   |      |   | 5,800  |  
|Film Participation Interest   |  |      | 50,000 |   |      |   | 30,000 |  
|Deficit                       |  |      | (3,629 | ) |      |   | (2,215 | )
|                              |  |      |        |   |      |   |        |  
|Total Liabilities and Deficit |  | $    | 57,205 |   |      | $ | 34,516 |  
|Total Expenses                |  |      | 1,414  |   |      |   | 2,715  |  
|Other Income                  |  |      |       |   |      |   | (500   | )
|Net Loss                      |  | $    | 1,414  |   |      | $ | 2,215  |  

Dead Air accounts for film development costs consistent with the Companys accounting policy as more fully
described in Note 3 Summary of Significant Accounting Policies - Film Development of the Companys Form 10-KSB for the year ended February 29, 2008.

8. Equipment

Equipment comprises the following at May 31, 2008 and February 29, 2008:



|                                     |  |             |         |   |                  |   |         |  
|------------------------------------ |  | ----------- | ------- | - | ---------------- | - | ------- | -
|                                     |  | May 31,2008 |         |   | February 29,2008 |  
|Furniture and leasehold improvements |  | $           | 2,554   |   |                  | $ | 2,554   |  
|Computer and office equipment        |  |             | 36,190  |   |                  |   | 36,190  |  
|                                     |  |             |         |   |                  |   |         |  
|                                     |  |             | 38,774  |   |                  |   | 38,774  |  
|Less: accumulated depreciation       |  |             | (36,995 | ) |                  |   | (36,495 | )
|                                     |  |             |         |   |                  |   |         |  
|Equipment, net                       |  | $           | 1,779   |   |                  | $ | 2,279   |  
|                                     |  |             |         |   |                  |   |         |  



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Depreciation expense for the quarter ended May 31, 2008 and 2007 was $500 and $750, respectively.

9. Due to Creditor

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

10. Line of Credit to a 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 shareholder
and director of the Company) to be drawn down upon as needed with an interest rate of 9% per annum. At May 31, 2008 and February 29, 2008, the outstanding balance is $182,622 and is due on demand.

11. Note Payable to Stockholders

Stockholder notes payable
consist of the following at May 31, 2008 and February 29, 2008:



|                                                                                                                                                                  |  |              |         |                   |   |        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ----------------- | - | -------
|                                                                                                                                                                  |  | May 31, 2008 |         | February 29, 2008
|Note payable to an individual, also a stockholder and director of the                                                                                             |  |              |         |                   |   |        
|Company, interest is being charged at 8% per annum on $340,000, the note is unsecured and due on demand.                                                          |  | $            | 466,722 |                   | $ | 442,947
|Note payable to an individual also a stockholder of the Company, the note is unsecured, due on demand and non-interest
bearing.                                   |  |              | 16,715  |                   |   | 16,715 
|Notes payable to an individual also a stockholder of the Company, interest is being charged at 6% per annum, the notes are unsecured and
due on demand.           |  |              | 49,901  |                   |   | 49,318 
|Note payable to an individual, also a stockholder of the Company, interest is being charged at 6% per annum, the note is unsecured and
due on demand, see note 5. |  |              | 100,000 |                   |   | 100,000
|                                                                                                                                                                  |  |              |         |                   |   |        
|                                                                                                                                                                  |  | $            | 633,338 |                   | $ | 608,980
|                                                                                                                                                                  |  |              |         |                   |   |        

12. Fair Value Measurements

We adopted 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.



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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 May 31, 2008.

13. 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.

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 2008.



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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 22, 2008, the Company entered into an investor relations and consulting agreement with CRG Partners, Inc. 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 during the renewal period. 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.

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.

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.

14. 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.

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

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, 2007, the Company granted its Chief Executive Officer and principle financial officer stock options to purchase up to 200,000 of its shares of common stock at $.25 per share. These stock options expire on March 18, 2008. All of
these stock options vested on the grant date.

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.



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|                          |  |                           |   |  |                                |  
|------------------------- |  | ------------------------- | - |  | ------------------------------ | -
|                          |  | Quarter endedMay 31, 2008 |   |  | Quarter endedFebruary 29, 2008 |  
|Expected volatility       |  | 112.73                    | % |  | 112.73                         | %
|Expected dividends        |  | 0                         | % |  | 0                              | %
|Expected terms (in years) |  | 5.0                       |   |  | 2.5                            |  
|Risk-free rate            |  | 3.3                       | % |  | 3.75                           | %

A summary of option activity as of May 31, 2008, and changes during the period then ended is presented below:



|                                 |  |         |  |                       |  |                          |  |                         |        
|-------------------------------- |  | ------- |  | --------------------- |  | ------------------------ |  | ----------------------- | -------
|Options                          |  | Shares  |  | WeightedExercisePrice |  | RemainingContractualTerm |  | AggregateIntrinsicValue
|Outstanding at February 28, 2007 |  | 125,000 |  | 5.00                  |  | 1.6                      |  | $                       | 335,755
|Granted                          |  |        |  |                      |  |                         |  |                         |       
|Exercised                        |  |        |  |                       |  |                         |  |                         |        
|Forfeited or expired             |  |         |  |                      |  |                         |  |                         |        
|                                 |  |         |  |                       |  |                          |  |                         |        
|Exercisable at May 31, 2007      |  | 125,000 |  | 5.0                   |  | 1.3                      |  | $                       | 335,755
|Outstanding at February 29, 2008 |  | 325,000 |  | 1.99                  |  | 3.15                     |  | $                       | 557,209
|Granted                          |  | 200,000 |  | .25                   |  | 4.8                      |  |                         | 22,720 
|Exercised                        |  |         |  |                      |  |                         |  |                         |        
|Forfeited or expired             |  |         |  |                      |  |                         |  |                         |        
|                                 |  |         |  |                       |  |                          |  |                         |        
|Outstanding at May 31, 2008      |  | 525,000 |  | 1.32                  |  | 3.63                     |  | $                       | 579,929
|                                 |  |         |  |                       |  |                          |  |                         |        
|Exercisable at May 31, 2008      |  | 525,000 |  | 1.32                  |  | 3.63                     |  | $                       | 579,929
|                                 |  |         |  |                       |  |                          |  |                         |        

The weighted-average grant-date fair value of options granted during the periods ended May 31, 2008 was
$22,710 and 2007

was $-0-. The total fair value of options exercised during the periods ended May 31, 2008 and 2007 was $-0-. There is no
unvested compensation at May 31, 2008.

15. 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. At May 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



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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 February 29, 2008 and May 31, 2008, the Company had no accruals for interest or penalties related to income tax matters.

16. Subsequent Events

On June 2, 2008, the Company
converted $30,000 of Company debt owed to George Mainas into 120,000 shares of Company common stock at $.25 per share. Mr. Mainas is a director, creditor and shareholder of the Company. The shares of the Companys Common Stock to be 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 there under.

On June 2, 2008, the Board of Directors of the Company appointed Kevin Kearney as a director.

On June 20, 2008,
the Company granted each of Mr. Kearney and Mr. Mainas options to purchase 200,000 shares of Company Common Stock under the Companys 2007 Equity Incentive Plan at an exercise price of $.25 per share. The issuance of the options was
exempt from registration under the Securities Act pursuant to Section 4(2) thereof.



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

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. The Company has several film and television projects which are
currently in various stages of development and partners with other development, and production companies to produce these films.

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 $122,816 during the quarter ended May 31, 2008, and
has incurred net cash outflows from operating activities during the quarter ended May 31, 2008. Our independent accountants report for 2008 and 2007 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.

As of the date of this report, we are in various stages of development
on numerous film and television projects. Our ability to complete the projects is subject to a variety of factors, including our ability to obtain funding for the projects; the availability of limited production time from third parties; the
availability of actors; our ability to secure appropriate sets and locations; our ability to secure suitable outlets for the release of the project; and our election to change its production schedule for new projects. We have not generated any
significant revenues from these projects as of the date of this report, and there can be no assurances we will ever generate any revenues from these projects.

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. We will need to obtain additional financing through the sale of equity securities and / or the issuance of debt, if needed. There can be no assurance that such financing will be available on acceptable terms, or at all. 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 quarter ending May 31, 2008. For the quarter ending May 31, 2008, the Companys
operating loss was $80,812, the Company had a net loss of ($122,816), and the Companys net cash used by operating activities was $32,158. The Company reported a cumulative net loss of ($4,741,104) from its inception on March 3, 2000
through May 31, 2008.

During the next twelve months, the Company plans to continue with its current business plan of developing, producing, and
marketing film, music and television entertainment media. 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. 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 May 31, 2008, our total assets were $321,068, our current assets totaled
$34,149 and our current liabilities were $1,383,240. The amount of $308,252 of our current liabilities at May 31, 2008 are attributable to the liabilities of our wholly-owned subsidiary, DOD LLC, which amount is owed by DOD LLC and not the
Company. Our stockholders deficit at May 31, 2008 was ($1,062,172), compared to stockholders deficit at February 29, 2008 of ($1,047,376).



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As of May 31, 2008, the Company had a cash balance of $28,662. The Company does not currently have 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 May 31, 2008, the Company has an aggregate outstanding balance of $1,296,242, under the following obligations:

1. On August 30, 2000, the Company and George Mainas, a member of the Board of Directors of the Company, entered into an unsecured promissory note in the principal amount of $340,000, bearing interest at 8%. As of May 31,
2008, the Company had an outstanding balance of $697,603 under the promissory note, including accrued interest. The promissory note is payable on demand.

2. On August 19, 2004, the Company entered into an unsecured line of credit with Mainas Development Corporation. The non-revolving line of credit has a maximum draw-down of $250,000, bears interest of 9% annually, does not maintain an
outstanding balance limitation, and is payable on demand. The outstanding balance on this account as of May 31, 2008 was $238,946 including accrued interest. Mr. Mainas and Mainas Development Corporation made demand to the Company on
March 31, 2005 for payment of all amounts due and owing by the Company under the unsecured promissory note and unsecured line of credit.

3. In May
2002, the Company entered into an unwritten, unsecured promissory obligation to Denis Shusterman, a stockholder, in exchange for his payment of $16,715 in general and administrative expenses on behalf of the Company. This obligation is payable
upon demand and bears no interest. As of May 31, 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.

4. As of May 2007, Mr. Bernsen, the Companys CEO and a director, had loaned the Company $48,071. This loan bears interest at 6%. As of May 31, 2008,
the balance due to Mr. Bernsen under this loan was $54,726, including accrued interest.

5. As of May 31, 2008, the Companys wholly-owned
subsidiary, DOD LLC, had an outstanding debt obligation to Mr. Bernsens mother, Jeanne Cooper in the amount of $108,002; an outstanding debt obligation to Mr. Mainas and Mr. Bernsen in the amount of $35,250; and a repayment
obligation to the investors in the amount of $120,000 from any net profits which may be received from the film Donna on Demand.

6. On
June 21, 2007, DOD LLC received a short-term $25,000 loan from an individual. The note is unsecured, bears no interest and is due on demand. As of May 31, 2008, the outstanding balance under this obligation was $25,000.

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.

Formation of Limited Liability Companies For Projects

In January
2007, the Company established DOD LLC, a California limited liability company, for the financing and production of the film Donna on Demand. The Company owns 100% of the membership interest in DOD LLC. The Company has contributed
production services to DOD LLC, but has not made any capital contributions in DOD LLC. DOD LLC entered into a Film Financing Agreement in February 2007 with certain third parties to provide for the contribution of $220,000 in capital necessary to
fund the



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production of the film. Mr. Bernsen, the Companys Chief Executive Officer during the year ended February 29, 2008, and a Director, and
Mr. Mainas, a Director of the Company, each contributed $12,000 towards the production of the film, and Mr. Bernsens mother, Jeanne Cooper, contributed $24,000 towards the production of the film and loaned $100,000 to DOD LLC. Under
the terms of the Film Financing Agreement, DOD LLC is to receive 45% of the distributions of any net profits from the film, with any such net profits to be paid after the repayment of Ms. Coopers $100,000 debt with interest; the repayment
of $120,000 to the investors; and the payment of up to $100,000 in back and front end deferrals.

In April 2007, the Company became a member of Dead Air
LLC, a California limited liability company, which was established for the financing and production of the film Dead Air. The Company has contributed production services to Dead Air LLC, but has not made any capital contributions in Dead
Air LLC, and has been granted a 20% ownership of Dead Air, LLC and as described in the Dead Air LLC Operating Agreement acts as the Managing Member for Dead Air LLC. Under the terms of the Dead Air LLC Operating Agreement and in line with the
Companys equity ownership of Dead Air LLC, the Company is to receive 20% of the distributions of any net profits from the film, with any such net profits to be paid after the repayment of the approximately $250,000 to the investors in Dead Air
LLC. The percentage of net profits to the Company, and amount of investor repayment obligations of Dead Air LLC, may change if Dead Air LLC raises additional capital.

In March 2008, the Company entered into a Project Management Agreement with Corbin Bernsen, a shareholder and the Companys former Chief Executive Officer and director. Under the terms of the Project Management
Agreement, for the motion pictures and projects known as Car Pool Guy, Dead Air and Donna On Demand, the Company granted Mr. Bernsen the sole right to (i) secure financing to complete the projects;
(ii) oversee and manage the production of the projects and/or (iii) oversee the distribution of the projects. In exchange for the past and future efforts of Mr. Bernsen with respect to these projects, the Company granted
Mr. Bernsen the right to receive 50% of any revenue or sales proceeds which the Company may receive, if any, under the various agreements relating to these projects, to be paid to Mr. Bernsen when and if such revenue or sales proceeds are
received by the Company.

USE OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES

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

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 the valuation of Film Development Costs on a quarterly basis. For the period ended May 31, 2008, we recognized no impairment
of film development costs.



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Income Taxes.In determining the carrying value of the Companys net deferred tax assets, PMW 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, PMW 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 December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141(R), Business Combinations (SFAS
No. 141R). SFAS 141R retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified
for each business combination. SFAS 141R also establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any
non-controlling interest in the acquiree; (b) improves the completeness of the information reported about a business combination by changing the requirements for recognizing assets acquired and liabilities assumed arising from contingencies;
(c) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (d) determines what information to disclose to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15,
2008. Early application is not permitted. The Company has not yet determined the impact, if any, SFAS No. 141R will have on its consolidated financial statements, but believes any impact with respect to future acquisitions could be
material.

In December 2007, the FASB issued 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
consolidated financial statements, but believes any impact will not be material.

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.



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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 May 31, 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 consolidated financial statements presented in this Form
10-QSB 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 consolidated 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 May 31, 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

We are in the process of undertaking remedial steps to address the foregoing material weaknesses in internal control. Due to the timing of the filing of our Form 10-KSB, on July 14, 2008, there have not been
significant changes made in our internal controls over financial reporting during the quarter ended May 31, 2008 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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 and Use of Proceeds.
|------- | ------------------------------------------------------------

Effective as of March 18, 2008, the Board of Directors of the Company has appointed Al Hayes as the Companys Chief Executive Officer and Secretary, and a director. In connection with the appointment, Mr. Hayes was granted
options to purchase 200,000 shares of Company Common Stock under the Companys 2007 Equity Incentive Plan at an exercise price of $.25 per share. The issuance of the options was exempt from registration under the Securities Act pursuant to
Section 4(2) thereof.

Effective April 8, 2008, the Company raised $25,000 through the sale of a total of 250,000 shares of Company common stock
at $.10 per share to two individuals, one of which is George Mainas, the Companys director, creditor and shareholder, who purchased 125,000 of the shares, and one of which was Kevin Kearney, who subsequently became a director of the Company as
of June 2, 2008. The issuance of the Companys shares of common stock to the two accredited investors was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. The shares of the Companys Common
Stock to be issued to the two investors are restricted shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an exemption thereunder.

Effective April 22, 2008, the Company executed a consulting agreement for investor communication and public relations services with CRG Partners, Inc.
(CRG). Pursuant to terms of the agreement, for the services provided by CRG under the agreement, the Company issued 60,000 shares of the Companys restricted common stock to CRG for the initial 30 day term. The Company did not renew
the agreement beyond the initial 30 day term. The issuance of the Companys shares of common stock to CRG was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. The shares of the Companys Common Stock
issued to CRG are restricted shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an exemption thereunder.

On May 21, 2008, the Company raised $25,000 through the sale of a total of 100,000 shares of Company common stock at $.25 per share to Mr. Kearney, an accredited investor who subsequently became a director
of the Company as of June 2, 2008. 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 are restricted shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an exemption thereunder.



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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 June 20, 2008, the Company granted each of Mr. Kearney and Mr. Mainas
options to purchase 200,000 shares of Company Common Stock under the Companys 2007 Equity Incentive Plan at an exercise price of $.25 per share. The issuance of the options was exempt from registration under the Securities Act pursuant to
Section 4(2) thereof.



|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.
|------- | ---------------------------------



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



|            |  |                                                                                                                
|----------- |  | ---------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                    
|            | 
|31          |  | Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act                              
|            | 
|32          |  | Certification pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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

The Company filed a Form 8-K on March 18, 2008
regarding its execution of a Project Management Agreement with Mr. Bernsen, the resignations of Mr. Bernsen, and the appointments of Mr. Hayes.

The Company filed a Form 8-K on April 8, 2008 regarding its execution of a Co- Development Agreement with Fuqua Films and a private placement for sale of 250,000 shares of Company common stock.

The Company filed a Form 8-K on May 1, 2008 regarding its execution of a consulting agreement for investor communication and public relations services with CRG
Partners, Inc. and the resignation of Burnham and Schumm, P.C. as our independent public accounting firm and appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP as our independent public accounting firm.

The Company filed a Form 8-K on June 5, 2008 regarding the appointment of Mr. Kearney as a director and the issuance of unregistered securities to CRG
Partners, Inc., Mr. Mainas and Mr. Kearney.



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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: July 21, 2008 |  |  |  | /s/ Al Hayes
|                    |  |  |  |              |  | By: Al Hayes Title: Chief Executive Officer and
principal financial officer



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