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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-Q





(Mark One)

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

For the quarterly period ended August 31, 2009



| ̈ | 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.)

10250 Constellation Blvd., Suite 2300

Los Angeles, California, 90067

(Address of principal executive offices)

(310) 358-3213

(Issuers telephone number, including area code)

8840 Wilshire Blvd.

Beverly Hills, California 90211

(Former address)





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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    YES   ̈    NO   ̈

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

On
October 9, 2009, the registrant had outstanding 5,286,440 shares of Common Stock, which is the registrants only class of common equity

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



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

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









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PUBLIC MEDIA WORKS, INC.

Form 10-Q

For the Quarter Ended August 31,
2009

TABLE OF CONTENTS



|                               |  |                                                                                                  |  |     
|------------------------------ |  | ------------------------------------------------------------------------------------------------ |  | ----
|                               |  |                                                                                                  |  | Page
|PART I  FINANCIAL INFORMATION |  |                                                                                                 
|                               |  |                                                                                                 
|Item 1.                        |  | Financial Statements                                                                             |  |     
|                               |  |                                                                                                 
|                               |  | Consolidated Balance Sheets (Unaudited) as of August 31, 2009 and February 28, 2009              |  | 4   
|                               |  |                                                                                                 
|                               |  | Condensed Statements of Operations for the Six Months Ended August 31, 2009 and 2008 (Unaudited) |  | 5   
|                               |  |                                                                                                 
|                               |  | Condensed Statements of Cash Flows for the Six Months Ended August 31, 2009 and 2008 (Unaudited) |  | 6   
|                               |  |                                                                                                 
|                               |  | Notes to Condensed Financial Statements (Unaudited)                                              |  | 7   
|                               |  |                                                                                                 
|Item 2.                        |  | Managements Discussion and Analysis or Plan of Operations                                       |  | 12  
|                               |  |                                                                                                 
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                       |  | 15  
|                               |  |                                                                                                 
|Item 4.                        |  | Controls and Procedures                                                                          |  | 15  
|                               | 
|PART II  OTHER INFORMATION    |  |                                                                                                 
|                               |  |                                                                                                 
|Item 1.                        |  | Legal Proceedings                                                                                |  | 16  
|                               |  |                                                                                                 
|Item 1A.                       |  | Risk Factors                                                                                     |  | 16  
|                               |  |                                                                                                 
|Item 2.                        |  | Unregistered Sales of Equity Securities and use of Proceeds                                      |  | 17  
|                               |  |                                                                                                 
|Item 3.                        |  | Defaults Upon Senior Securities                                                                  |  | 17  
|                               |  |                                                                                                 
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                                              |  | 17  
|                               |  |                                                                                                 
|Item 5.                        |  | Other Information                                                                                |  | 17  
|                               |  |                                                                                                 
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                                 |  | 17  
|                               | 
|Signatures                     |  | 17                                                                                              



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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q may contain statements relating to future results of Public Media Works, Inc.
(including certain projections and business trends) that are forward-looking statements. Our actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include,
but are not limited to, without limitation, statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using
words or phrases such as expects or does not expect, is expected, anticipates or does not anticipate, plans, estimates or intends, or stating that
certain actions, events or results may, could, would, might or will be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or achievements of the Company to be materially different from any future results or achievements of the Company
expressed or implied by such forward-looking statements. Such factors include, among others, those set forth herein and those detailed from time to time in our other Securities and Exchange Commission (SEC) filings including those
contained in our most recent Form 10-K. 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.

Condensed Balance Sheets



|                                                                                                            |  |                           |            |   |                  |   |            |  
|----------------------------------------------------------------------------------------------------------- |  | ------------------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                            |  | August 31,2009(Unaudited) |            |   | February 28,2009 |  
|Assets                                                                                                      |  |                           |            |   |                  |   |            |  
|Current assets:                                                                                             |  |                           |            |   |                  |   |            |  
|Cash                                                                                                        |  | $                         | 421        |   |                  | $ | 1,212      |  
|Prepaid expenses                                                                                            |  |                           | 0          |   |                  |   | 2,140      |  
|                                                                                                            |  |                           |            |   |                  |   |            |  
|Total current assets                                                                                        |  |                           | 421        |   |                  |   | 3,352      |  
|Equipment, net                                                                                              |  |                           |           |   |                  |   | 279        |  
|Film development costs                                                                                      |  |                           | 25,000     |   |                  |   | 25,000     |  
|                                                                                                            |  |                           |            |   |                  |   |            |  
|Total assets                                                                                                |  | $                         | 25,421     |   |                  | $ | 28,631     |  
|                                                                                                            |  |                           |            |   |                  |   |            |  
|Liabilities and Stockholders Deficit                                                                       |  |                           |            |   |                  |   |            |  
|Current liabilities:                                                                                        |  |                           |            |   |                  |   |            |  
|Accounts payable and accrued expenses                                                                       |  | $                         | 26,095     |   |                  | $ | 62,044     |  
|Note payable and accrued interest                                                                           |  |                           | 10,167     |   |                  |   |           |  
|Accrued interest on notes payable to stockholders and a related party                                       |  |                           | 357,112    |   |                  |   | 328,345    |  
|Notes payable to stockholders                                                                               |  |                           | 515,937    |   |                  |   | 515,937    |  
|Notes payable to a related party                                                                            |  |                           | 201,274    |   |                  |   | 203,622    |  
|                                                                                                            |  |                           |            |   |                  |   |            |  
|Total current liabilities                                                                                   |  |                           | 1,110,585  |   |                  |   | 1,109,948  |  
|                                                                                                            |  |                           |            |   |                  |   |            |  
|Stockholders deficit                                                                                       |  |                           |            |   |                  |   |            |  
|Common stock $.0001 par value, 100,000,000 shares authorized 5,286,440 and 5,211,440 issued and outstanding |  |                           | 529        |   |                  |   | 521        |  
|Additional paid-in capital                                                                                  |  |                           | 3,984,295  |   |                  |   | 3,969,295  |  
|Accumulated deficit                                                                                         |  |                           | (5,069,988 | ) |                  |   | (5,051,133 | )
|                                                                                                            |  |                           |            |   |                  |   |            |  
|Total stockholders deficit                                                                                 |  |                           | (1,085,164 | ) |                  |   | (1,081,317 | )
|                                                                                                            |  |                           |            |   |                  |   |            |  
|Total liabilities and stockholders deficit                                                                 |  | $                         | 25,421     |   |                  | $ | 28,631     |  
|                                                                                                            |  |                           |            |   |                  |   |            |  

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



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PUBLIC MEDIA WORKS, INC.

Condensed Statements of Operations (Unaudited)



|                                                                  |  |                              |           |   |                            |   |           |      |  |   |           |   |  |   |           |  
|----------------------------------------------------------------- |  | ---------------------------- | --------- | - | -------------------------- | - | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                                  |  | Three Months EndedAugust
31, |           |   | Six Months EndedAugust
31, |  
|                                                                  |  | 2009                         |           |   | 2008                       |   |           | 2009 |  |   | 2008      |  
|Revenue                                                           |  | $                            |          |   |                            | $ |          |      |  | $ | 50,000    |   |  | $ |          |  
|                                                                  |  |                              |           |   |                            |   |           |      |  |   |           |   |  |   |           |  
|Impairment of film development costs                              |  |                              |          |   |                            |   | 9,050     |      |  |   |          |   |  |   | 9,050     |  
|Gross income (loss)                                               |  |                              |          |   |                            |   | (9,050    | )    |  |   | 50,000    |   |  |   | (9,050    | )
|General and administrative expenses                               |  |                              | 7,635     |   |                            |   | 201,642   |      |  |   | 9,817     |   |  |   | 244,724   |  
|Professional fees                                                 |  |                              | 20,648    |   |                            |   | 50,205    |      |  |   | 29,988    |   |  |   | 87,935    |  
|                                                                  |  |                              |           |   |                            |   |           |      |  |   |           |   |  |   |           |  
|Total operating expenses                                          |  |                              | 28,283    |   |                            |   | 251,847   |      |  |   | 39,805    |   |  |   | 332,659   |  
|                                                                  |  |                              |           |   |                            |   |           |      |  |   |           |   |  |   |           |  
|Income (loss) from operations                                     |  |                              | (28,283   | ) |                            |   | (260,897  | )    |  |   | 10,195    |   |  |   | (341,709  | )
|Interest expense                                                  |  |                              | (14,523   | ) |                            |   | (14,259   | )    |  |   | (28,906   | ) |  |   | (27,349   | )
|Loss on issuance of common stock below market price               |  |                              |          |   |                            |   | (30,000   | )    |  |   |           |   |  |   | (57,500   | )
|Equity in losses on investment in limited liability company       |  |                              |          |   |                            |   |          |      |  |   |           |   |  |   | (1,414    | )
|                                                                  |  |                              |           |   |                            |   |           |      |  |   |           |   |  |   |           |  
|Loss before income taxes                                          |  |                              | (42,806   | ) |                            |   | (305,156  | )    |  |   | (18,711   | ) |  |   | (427,972  | )
|Provision for income taxes                                        |  |                              |          |   |                            |   |          |      |  |   |          |   |  |   |          |  
|                                                                  |  |                              |           |   |                            |   |           |      |  |   |           |   |  |   |           |  
|Net loss                                                          |  | $                            | (42,806   | ) |                            | $ | (305,156  | )    |  | $ | (18,711   | ) |  | $ | (427,972  | )
|                                                                  |  |                              |           |   |                            |   |           |      |  |   |           |   |  |   |           |  
|Net loss per common share  basic and diluted                     |  | $                            | (0.01     | ) |                            | $ | (0.06     | )    |  | $ | (0.00     | ) |  | $ | (0.09     | )
|                                                                  |  |                              |           |   |                            |   |           |      |  |   |           |   |  |   |           |  
|Weighted average number of shares outstanding  basic and diluted |  |                              | 5,286,440 |   |                            |   | 5,074,049 |      |  |   | 5,266,768 |   |  |   | 4,867,907 |  
|                                                                  |  |                              |           |   |                            |   |           |      |  |   |           |   |  |   |           |  

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



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PUBLIC MEDIA WORKS, INC.

Condensed Statements of Cash Flows (Unaudited)



|                                                                             |  |                            |         |   |      |   |          |  
|---------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ---- | - | -------- | -
|                                                                             |  | Six Months EndedAugust
31, |        
|                                                                             |  | 2009                       |         |   | 2008 |  
|Operating activities:                                                        |  |                            |         |   |      |   |          |  
|Net loss                                                                     |  | $                          | (18,711 | ) |      | $ | (427,972 | )
|Adjustments to reconcile net loss to net cash used by operating activities:  |  |                            |         |   |      |   |          |  
|Depreciation and amortization                                                |  |                            | 279     |   |      |   | 1,000    |  
|Impairment of film development costs                                         |  |                            |        |   |      |   | 9,050    |  
|Loss on issuance of common stock                                             |  |                            |        |   |      |   | 57,500   |  
|Stock option compensation                                                    |  |                            |        |   |      |   | 120,043  |  
|Common stock issued for services                                             |  |                            |        |   |      |   | 7,800    |  
|Changes in operating assets and liabilities:                                 |  |                            |         |   |      |   |          |  
|Decrease in prepaid expenses                                                 |  |                            | 2,140   |   |      |   | 2,601    |  
|Increase (decrease) in accounts payable and accrued expenses                 |  |                            | (35,949 | ) |      |   | 72,254   |  
|Increase in accrued interest                                                 |  |                            | 28,767  |   |      |   | 28,849   |  
|                                                                             |  |                            |         |   |      |   |          |  
|Net cash used in operating activities                                        |  |                            | (23,474 | ) |      |   | (128,875 | )
|                                                                             |  |                            |         |   |      |   |          |  
|Investing activities:                                                        |  |                            |         |   |      |   |          |  
|Increase in film development costs                                           |  |                            |        |   |      |   | (36,750  | )
|Decrease in cash from sale of membership interests                           |  |                            |        |   |      |   | (2,600   | )
|                                                                             |  |                            |         |   |      |   |          |  
|Net cash used in investing activities                                        |  |                            |        |   |      |   | (39,350  | )
|                                                                             |  |                            |         |   |      |   |          |  
|Financing activities:                                                        |  |                            |         |   |      |   |          |  
|Proceeds from related party advances                                         |  |                            | 22,683  |   |      |   | 12,750   |  
|Proceeds from notes payable to stockholders                                  |  |                            |        |   |      |   | 66,358   |  
|Proceeds from sale of common stock                                           |  |                            |        |   |      |   | 90,000   |  
|                                                                             |  |                            |         |   |      |   |          |  
|Net cash provided by financing activities                                    |  |                            | 22,683  |   |      |   | 169,108  |  
|                                                                             |  |                            |         |   |      |   |          |  
|Net increase (decrease) in cash                                              |  |                            | (791    | ) |      |   | 883      |  
|Cash, beginning of period                                                    |  |                            | 1,212   |   |      |   | 1,212    |  
|                                                                             |  |                            |         |   |      |   |          |  
|Cash, end of period                                                          |  | $                          | 421     |   |      | $ | 2,095    |  
|                                                                             |  |                            |         |   |      |   |          |  
|Supplemental disclosure of non-cash investing and financing activities:      |  |                            |         |   |      |   |          |  
|Settlement of debt through issuance of common stock                          |  | $                          |        |   |      | $ | 30,000   |  
|Settlement of debt and accrued interest through sale of membership interests |  | $                          |        |   |      | $ | 55,475   |  
|Settlement of CEO salary through issuance of common stock                    |  | $                          | 15,000  |   |      |   |          |  
|Issuance of commons shares to investor relations group                       |  |                            |         |   |      | $ | 7,800    |  
|Settlement of outstanding rent through issuance of note agreement            |  | $                          | 10,000  |   |      |   |          |  

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



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PUBLIC MEDIA WORKS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

AUGUST 31, 2009

1. Basis of Presentation

The accompanying unaudited condensed financial statements of Public Media Works, Inc. (We or the Company), have been prepared in
accordance with accounting principles generally accepted in the United States of America for interim financial statements and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange 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 and six-month period August 31, 2009 are not indicative of the results
that maybe expected for the fiscal year ending February 28, 2010. These unaudited condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Companys Annual Report to
Shareholders on Form 10-K for the fiscal year ended February 28, 2009.

The preparation of unaudited condensed 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 condensed 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.

2. Going Concern and Liquidity Matters

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

The Companys continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be
required, and ultimately to attain profitability. There can be no assurance that the Company will be able to obtain any additional financing, or that any such financing will be available on acceptable terms. The unaudited condensed financial
statements do not include any adjustment that might be necessary should we be unable to continue as a going concern.

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

3.Revenue Recognition

The Companys revenues are recorded in accordance with the SEC Staff
Accounting Bulletin No. 104, Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is reasonably
assured. In instances where final acceptance of the product is specified by the customer or is uncertain, revenue is deferred until all acceptance criteria have been met.

The Companys revenues during the current quarter were derived from a one-time payment under a consulting arrangement with a third party in which the Company agreed to assist the third party with its
desired investment in a media company in exchange for $50,000 in cash and an ownership position in the investment. The ownership position in the investment has not been received as of August 31, 2009.

4. Recent Accounting Developments

In April 2009, the FASB issued FSP FAS 107-1/APB 28-1 (FSP 107-1), which is entitled Interim Disclosures about Fair Value of Financial Instruments. This pronouncement amended SFAS No 107, Disclosures about Fair Value
of Financial Instruments, to require disclosure of the carrying amount and the fair value of all financial instruments for interim reporting periods and annual



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financial statements of publicly traded companies (even if the financial instrument is not recognized in the balance sheet), including the methods and significant assumptions used to
estimate the fair values and any changes in such methods and assumptions. FSP 107-1 also amended APB Opinion No. 28, Interim Financial Reporting, to require disclosures in summarized financial information at interim reporting periods. FSP
107-1 is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ended after March 15, 2009 if a company also elects to early adopt FSP FAS 157-4, Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased and Indentifying Transactions That Are Not Orderly, and FSP FAS 115-2/FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. We have adopted
FSP 107-1 on June 15, 2009 and it did not have a material effect on our financial position or results of operations.

In April 2009,
the FASB also issued FSP FAS 157-4, which generally applies to all assets and liabilities within the scope of any accounting pronouncements that require or permit fair value measurements. This pronouncement, which does not change SFAS
No. 157s guidance regarding Level 1 inputs, requires the entity to (i) evaluate certain factors to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability when compared
with normal market activity, (ii) consider whether the preceding indicates that transactions or quoted prices are not determinative of fair value and, if so, whether a significant adjustment thereof is necessary to estimate fair value in
accordance with SFAS No. 157, and (iii) ignore the intent to hold the asset or liability when estimating fair value. FSP FAS 157-4 also provides guidance to consider in determining whether a transaction is orderly (or not orderly) when
there has been a significant decrease in the volume and level of activity for the asset or liability, based on the weight of available evidence. This pronouncement is effective for interim and annual reporting periods ending after June 15,
2009, and shall be applied prospectively. Early adoption of FSP FAS 157-4 also requires early adoption of the pronouncement described in the following paragraph. However, early adoption for periods ended before March 15, 2009 is not permitted.
We have adopted FSP FAS 157-1 on June 15, 2009 and it did not have a material effect on our financial position or results of operations.

In November 2007, the EITF issued a consensus on EITF 07-1, Accounting for Collaborative Arrangements (EITF 07-1). The Task Force reached a consensus on how to determine whether an arrangement constitutes a
collaborative arrangement, how costs incurred and revenue generated on sales to third parties should be reported by the partners to a collaborative arrangement in each of their respective income statements, how payments made to or received by a
partner pursuant to a collaborative arrangement should be presented in the income statement, and what participants should disclose in the notes to the financial statements about a collaborative arrangement. This issue shall be effective for annual
periods beginning after December 15, 2008. Entities should report the effects of applying this Issue as a change in accounting principle through retrospective application to all periods to the extent practicable. Upon application of this issue,
the following should be disclosed: a) a description of the prior-period information that has been retrospectively adjusted, if any, and b) the effect of the change on revenue and operating expenses (or other appropriate captions of changes in the
applicable net assets or performance indicator) and on any other affected financial statement line item. We are currently evaluating the impact, if any, of the adoption of EITF 07-1 on our financial position, results of operations and cash flows.
Our adoption of EITF 07-1 on March 1, 2009, did not have a material impact on our financial statements.

In December 2007, the FASB
issued SFAS No. 141 (revised 2007), Business Combinations (SFAS 141(R)). This statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at
the acquisition date, measured at their fair values as of that date. SFAS 141(R) replaces the cost-allocation process of SFAS No. 141, Business Combinations (SFAS 141) which required the cost of an acquisition to be
allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. This statement applies prospectively and is effective for annual periods beginning after December 15, 2008. Earlier adoption is
prohibited. Our adoption of SFAS No. 141 on March 1, 2009, did not have a material impact on our financial statements.

In May 2009,
the FASB issued SFAS No. 165 entitled Subsequent Events. Transactions and events that occur after the balance sheet date but before the financial statements are issued or are available to be issued (which are generally referred to
as subsequent events) that are addressed by other GAAP, such as those governed by FASB Interpretation No. 48, SFAS No. 5 and SFAS No. 128, are not within the scope of SFAS No. 165. Companies are now required to disclose the
date through which subsequent events have



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been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for
this evaluation. SFAS No. 165 provides that financial statements are considered issued when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS No. 165 is
effective for interim or annual periods ending after June 15, 2009, and must be applied prospectively. The adoption of SFAS No. 165 during the quarter ended August 31, 2009 did not have a significant effect on the Companys
condensed financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying unaudited condensed financial statements as of and for the quarter and six-month period ended
August 31, 2009, management evaluated subsequent events through October 12, 2009 which is the date that such financial statements were issued (filed with the SEC).

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  A Replacement of FASB Statement
No. 162 (SFAS 168), which established the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity
with generally accepted accounting principles. SFAS 168 explicitly recognizes rules and interpretative releases of the SEC under federal securities laws as authoritative GAAP for SEC registrants. SFAS 168 will become effective in the third
quarter of 2009 and will not have a material impact on the Companys results of operations, financial position or liquidity.

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

5. Net Loss per Common Share 
Basic and Diluted

The Company computes loss per common share using SFAS No. 128, Earnings per share. Net loss per
common share  basic and diluted is computed based on the weighted average number of shares outstanding for the period. Diluted loss per common share is computed by dividing net loss by the weighted average shares outstanding assuming all
dilutive potential common shares were issued. As of August 31, 2009 and 2008, the Company had 800,000 and 925,000 stock options, respectively, that were not included in the net loss per common share 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.

6. Film Development Costs

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 August 31, 2009.

7. 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.

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.



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|         |  |                                                                                                                                                                                                              
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 August 31, 2009.

8. Common Stock

On April 17, 2009, $15,000 of accrued salary recorded as of February 28, 2009 for the CEO of the Company was converted into
75,000 shares of common stock at $0.20 / share.

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 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. The Company has not yet renewed the agreement.

On May 21, 2008, the Company issued 100,000 shares of its common stock at $.25 per share for a total amount of $25,000.

On
June 2, 2008, the Company executed a debt conversion agreement with George Mainas, a Company director and principal stockholder and debt holder, for the conversion of $30,000 in Company debt into 120,000 shares of the Companys common
stock for $.25 per share. The issuance of the Companys shares of common stock to Mr. Mainas was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. The shares of the Companys Common Stock to
issued to Mr. Mainas are restricted shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an exemption thereunder. As the fair value of the common stock issued amounted to $60,000 on the
date of the agreement, the conversion resulted in a loss on the issuance of common stock of $30,000, which is reflected in the accompanying consolidated statement of operations for the six months ended August 31, 2008.

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



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##### Table of Contents

9. Share 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.

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.



|                          |  |                                 |   |  |                                |  
|------------------------- |  | ------------------------------- | - |  | ------------------------------ | -
|                          |  | Six months endedAugust 31,
2009 |   |  | Six month endedAugust 31, 2008 |  
|Expected volatility       |  | 314.73                          | % |  | 113%-379                       | %
|Expected dividends        |  | 0                               | % |  | 0                              | %
|Expected terms (in years) |  | 2-5                             |   |  | 2-5                            |  
|Risk-free rate            |  | 1.42                            |   |  | 3.75                           |  
|Forfeiture rate           |  | 0                               | % |  | 0                              | %

A summary of option activity as of August 31, 2009, and changes during the period then ended is
presented below:



|                                 |  |         |  |                               |      |                                         |      |                         |   |        
|-------------------------------- |  | ------- |  | ----------------------------- | ---- | --------------------------------------- | ---- | ----------------------- | - | -------
|                                 |  | Options |  | Weighted-AverageExercisePrice |      | AverageRemainingContractualLife (Years) |      | AggregateIntrinsicValue
|Outstanding at February 29, 2008 |  | 325,000 |  | $                             | 1.99 |                                         | 2.90 |                         | $ | 335,755
|Granted                          |  | 600,000 |  |                               | 0.25 |                                         | 4.39 |                         |   | 54,000 
|Exercised                        |  |        |  |                               |     |                                         |      |                         |   |        
|Forfeited                        |  |        |  |                               |     |                                         |      |                         |   |        
|                                 |  |         |  |                               |      |                                         |      |                         |   |        
|Outstanding at August 31, 2008   |  | 925,000 |  |                               | 0.86 |                                         | 3.87 |                         |   | 389,755
|                                 |  |         |  |                               |      |                                         |      |                         |   |        
|Exercisable at August 31, 2008   |  | 925,000 |  |                               | 0.86 |                                         | 3.87 |                         |   | 389,755
|Outstanding at February 28, 2009 |  | 800,000 |  |                               | 0.21 |                                         | 3.09 |                         |   | 168,000
|Granted                          |  |        |  |                               |     |                                         |     |                         |   |       
|Exercised                        |  |        |  |                               |     |                                         |     |                         |   |       
|Forfeited or expired             |  |        |  |                               |     |                                         |     |                         |   |       
|                                 |  |         |  |                               |      |                                         |      |                         |   |        
|Outstanding at August 31, 2009   |  | 800,000 |  |                               | .21  |                                         | 2.09 |                         |   | 168,000
|Exercisable at August 31, 2009   |  | 800,000 |  |                               | .21  |                                         | 2.09 |                         |   | 168,000



11



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##### Table of Contents

There were no options exercised during the six months ended August 31, 2009 or 2008. There is no
unvested compensation as of August 31, 2009.

10. 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.

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

As a corporation, 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 August 31, 2009 and August 31, 2009, the Company had no accruals for interest or penalties related to income tax matters.



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

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

Overview

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

Going Concern and Liquidity Matters

The
accompanying financial statements of PMW have been prepared under the assumption that we will continue as a going concern. Such assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Our independent accountants report for 2009 and 2008 in our Form 10K filed with the SEC on May 29, 2009 state that our significant net losses, negative cash flows from operations and accumulated deficit through February 28, 2009 create
substantial doubt as to the Companys ability to continue as a going concern.

The Companys continuation as a going concern is
dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitability. There can be no assurance that the Company will be able
to obtain any additional financing, or that any such financing will be available on acceptable terms. The financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Plan of Operations

The Company generated
$50,000 in revenues during the six months ended August 31, 2009, and no revenues during the six months ended August 31, 2008. The Companys revenues during the six month period ended August 31, 2008 were derived from a one-time
payment under a consulting arrangement with a third party in which the Company agreed to assist the third party with its desired investment in a media company in exchange for $50,000 and an ownership position in the investment.

For the six months ended August 31, 2009, the Companys operating loss amounted to $18,711, compared to an operating loss of $427,972 for the six
months ended August 31, 2008. The reduction in the operating loss resulted from the revenues generated during the six month period as discussed above, and a reduction in general and administrative operating expense and professional fees from
the six months ended August 31, 2008, which was primarily due to sale of the various projects in the second quarter of August 31, 2008.

The Company has reported a cumulative net loss of $5,069,988 from its inception on March 3, 2000 through August 31, 2009.



12



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##### Table of Contents

Liquidity and Capital Resources

At August 31, 2009, our total assets were $25,421, our current assets totaled $421 and our current liabilities were $1,110,585. Our stockholders deficit at August 31, 2009 was $1,085,164,
compared to stockholders deficit at February 28, 2009 of $1,081,317. The reduction of stockholders deficit was due primarily to the Companys generation of revenues during the six months ended August 31, 2009.

As of August 31, 2009, the Company had a cash balance of $421. The Company does not currently have sufficient cash on hand to satisfy its operating
costs and continued development efforts, and will need to raise additional capital. The Company anticipates raising funds through debt, convertible debt, or through the sale of equity. However, there can be no assurance as to whether,
when, or upon what terms the Company will be able to consummate any financing. The Company may also raise capital from third parties to fund specific television, film and other projects.

To date, the Company has funded its operations primarily through the issuance of common stock in exchange for cash and services, as well as through unsecured notes payable to stockholders and third
parties. As of August 31, 2009, the Company has aggregate outstanding notes payable and accrued interest balances of $1,084,463, under the following obligations:

1. On August 30, 2000, the Company and George Mainas, a member of the Board of Directors of the Company and a shareholder, entered into a promissory note bearing interest at 8% per annum.
As of August 31, 2009, the Company had an outstanding balance of $707,467 under the promissory note, including accrued interest. The promissory note is due and payable on or before December 31, 2009.

2. On August 19, 2004, the Company entered into a line of credit with Mainas Development Corporation, which is wholly-owned by George Mainas. The
non-revolving line of credit has a maximum draw-down of $250,000, bears interest of 9% annually, does not maintain an outstanding balance limitation, and is payable on or before December 31, 2009. The outstanding balance on this account as of
August 31, 2009 was $283,589 including accrued interest.

3. In July 2008, the Company entered into a promissory obligation to George
Mainas to borrow $42,000 bearing interest at 7% per annum. As of August 31, 2009, the Company had an outstanding balance of $66,525 under the obligation, including accrued interest. The promissory obligation is due and payable on or before
December 31, 2009.

Effective August 14, 2009, the Company executed a Loan Modification and Security Agreement with George Mainas
and Mainas Development Corporation, a corporation wholly-owned by George Mainas, pursuant to which George Mainas and Mainas Development Corporation agreed to extend the repayment date for the Companys outstanding loan obligations to them
described above until December 31, 2009, in consideration of the Company granting a security interest in the Companys assets to secure repayment of the loan obligations. The description of the terms of the Loan Modification and Security
Agreement is qualified by reference to the complete copy of the agreement which is filed as an exhibit to the Companys Form 8-K filed with the SEC on August 18, 2009 and incorporated herein by reference.

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

5. The Company entered into note payable agreement to settle an
outstanding rental obligation for $10,000, which is effective as of July 1, 2009 and due within twelve months. As of August 31, 2009, the Company had an outstanding balance of $10,167 under the obligation, including accrued interest.

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.



13



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##### Table of Contents

Company Interest in Limited Liability Companies For Projects

On August 26, 2008, the Company executed a Purchase Agreement with Corbin Bernsen, and an entity owned by him, providing for the sale of certain Company
limited liability company interests and projects. The agreement provided for the sale of the Companys entire membership interests in DOD, LLC and Dead Air, LLC and for the Company to resign as the manager of each; the Companys sale of
one-half of its 40% interest in the production of the film Car Pool Guy; and the Companys sale of one-half interest in the script for the film 3 Day Test. In consideration for the assets, Mr. Bernsen agreed to
forgive all of the Company debt to him (in the approximate amount of $55,000) and agreed to pay the Company future royalty payments from the projects. The Company received the right to receive royalty payments in the amount of 12.5% of any future
distributions from DOD, LLC and 10% of any future distributions from Dead Air, LLC. DOD, LLC owns and develops the film Donna On Demand and Dead Air, LLC owns and develops the film Dead Air. As of the date of this report, the
Company has not received any royalty payments from these projects, and there can be no assurance that the Company will receive any royalty payments from these projects in the future.

Recent Management Changes

Subsequent to the period covered by this report, effective
September 7, 2009, the Company enacted the following changes to the Board and Company management:



| |  |  | Joseph Merhi was appointed as the Chief Executive Officer and as a director of the Company;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | Elie Samaha was appointed as the President of the Company;
| | - |  | ----------------------------------------------------------



| |  |  | Al Hayes was appointed as the Chief Operating Officer of the Company and Mr. Hayes resigned as the Chief Executive Officer of the Company;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Edward Frumkes was appointed as a director of the Company;
| | - |  | ----------------------------------------------------------



| |  |  | Cyle Wehba was appointed as a director of the Company; and
| | - |  | ----------------------------------------------------------



| |  |  | Kevin Kearney resigned from the Board of Directors of 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



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##### Table of Contents

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 nine months ended November 30, 2008, we recognized approximately $9,000 of film development cost impairments.

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

Please see Item 1 Notes to Unaudited Financial Statements, Footnote 4, Accounting Pronouncements for managements discussion.

Off-Balance Sheet Arrangements

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



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Intentionally omitted pursuant to Item 305(e) of Regulation S-K.



|Item 4. | 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, 2009, 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-Q fairly present the financial condition and results of operations for the periods indicated.



15



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##### Table of Contents

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 August 31, 2009 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CHANGES IN CONTROLS AND PROCEDURES

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

PART II  OTHER INFORMATION



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

There are no material
pending legal proceedings to which the Company is a party or of which any of the Companys property is subject as of the date of this report. Further, as of the date of this report, the Company is not aware of any 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-K for the fiscal year ended February 28, 2009 which was filed with the SEC on May 29, 2009 (the Form 10K). 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 10K.



16



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##### Table of Contents

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

None



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

None



|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
|--- | -----------------------------------------------



|           |  |                                                                                                                
|---------- |  | ---------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | 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 August 18, 2009 regarding entering into the Loan Modification and Security Agreement with George Mainas and Mainas Development Corporation.

The Company filed a Form 8-K on September 9, 2009 regarding certain management changes and the change of address of its principal executive offices.

The Company filed a Form 8-K on October 5, 2009 regarding changes in the Companys certifying accountant.

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: October 12, 2009 |  |  |  |                          |  | /s/    JOSEPH
MERHI                                    
|                       |  |  |  | By:                      |  | Joseph Merhi                                           
|                       |  |  |  | Title:                   |  | Chief Executive Officer and principal financial officer



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