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U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-KSB





(Mark One)

|x | Annual report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended February 29, 2008
|- | --------------------------------------------------------------------------------------------------------------------------



| ̈ | Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from
 to .
|- | -----------------------------------------------------------------------------------------------------------------------

Commission File No. 000-29901





PUBLIC MEDIA WORKS, INC.

(Name of small business issuer in its charter)







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



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

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





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



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

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

Common Stock, Par Value $0.0001





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

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

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

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

Issuers revenues for the fiscal year ending February 29, 2008 were $0.

The aggregate market value of voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days (See definition of affiliate in Rule 12b2
of the Exchange Act): $637,754 as of July 1, 2008 (computed based on per share price of $.25 by reference to the closing price of the issuers Common Stock on that date as reported by the OTC Bulletin Board times the number of voting
common shares held by non-affiliates (2,551,016).

State the number of shares outstanding of each of the issuers classes of common equity, as of the
latest practicable date: 5,011,440 shares outstanding as of July 1, 2008.

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









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Table of Contents



|                                                                                                                                                 |  |     
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                                                 |  | Page
|Part 1                                                                                                                                           |  |     
|                                                                                                                                                 | 
|Item 1. Description of Business                                                                                                                  |  | 1   
|                                                                                                                                                 | 
|Item 2. Description of Property                                                                                                                  |  | 4   
|                                                                                                                                                 | 
|Item 3. Legal Proceedings                                                                                                                        |  | 4   
|                                                                                                                                                 | 
|Item 4. Submission of Matters to a Vote of Security Holders                                                                                      |  | 4   
|                                                                                                                                                 | 
|Part II                                                                                                                                          |  | 4   
|                                                                                                                                                 | 
|Item 5. Market for Common Equity and Related Stockholder Matters Issuer Purchases of Equity Securities                                           |  | 4   
|                                                                                                                                                 | 
|Item 6. Managements Discussion and Analysis of Financial Condition and Results of
Operations                                                    |  | 6   
|                                                                                                                                                 | 
|Item 7. Financial Statements                                                                                                                     |  | 17  
|                                                                                                                                                 | 
|Item 8. Changes In and Disagreements with Accountants on Accounting and Financial
Disclosure                                                     |  | 18  
|                                                                                                                                                 | 
|Item 8A. Controls and Procedures                                                                                                                 |  | 18  
|                                                                                                                                                 | 
|Item 8B. Other Information                                                                                                                       |  | 19  
|                                                                                                                                                 | 
|Part III                                                                                                                                         |  | 20  
|                                                                                                                                                 | 
|Item 9. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance With Section 16(a) 46 of the Exchange
Act |  | 20  
|                                                                                                                                                 | 
|Item 10. Executive Compensation and Other Information                                                                                            |  | 21  
|                                                                                                                                                 | 
|Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                                          |  | 22  
|                                                                                                                                                 | 
|Item 12. Certain Relationships and Related Transactions and Director Independence                                                                |  | 22  
|                                                                                                                                                 | 
|Item 13. Exhibits and Reports on Form 8-K                                                                                                        |  | 24  
|                                                                                                                                                 | 
|Item 14. Principal Accountant Fees and Services                                                                                                  |  | 25  



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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains statements that involve expectations, plans or intentions (such as those relating to future business or financial results, new features or
services, or management strategies). These statements are forward-looking and are subject to risks and uncertainties, so actual results may vary materially. You can identify these forward-looking statements by words such as may,
should, expect, anticipate, believe, estimate, intend, plan and other similar expressions. You should consider our forward-looking statements in light of the risks
discussed under the heading Factors That May Affect Future Performance below, as well as our financial statements, related notes, and the other financial information appearing elsewhere in this Annual Report and our other filings
with the Commission. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under Factors That May Affect Future
Performance and elsewhere in this Annual Report on Form 10-KSB. Except as required by law or regulation, we assume no obligation to update any forward-looking statements.

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.

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



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ITEM 1. DESCRIPTION OF BUSINESS

Overview

Public Media Works, Inc. (the Company or
PMW) 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.
The Company also seeks out raw content in the form of film concepts, trailers, scripts, treatments, music and book proposals to acquire or license for further development and distribution. The Company intends to create a web portal where users can
submit and collaborate on content to be screened by their peers and then reviewed by a panel of entertainment industry professionals for potential commercial exploitation.

Feature Film and Television Projects

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



|                             |  |                                                                                                                                                                                
|---------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Completed Film Projects      |  | Status                                                                                                                                                                         
|Carpool Guy                |  | Completed in October 2005; Currently in Distribution                                                                                                                           
|Dead Air                   |  | In Post-Production; Expected Release Date of October 2008                                                                                                                      
|Donna On Demand            |  | Completed in March 2008; Currently Seeking Distribution                                                                                                                        
|                             | 
|Other Film Projects          |  | Status                                                                                                                                                                         
|3 Day Test                 |  | Script Completed; Funding Required For Production                                                                                                                              
|The Clown                  |  | Script Currently Being Re-Written                                                                                                                                              
|Monsters                   |  | Script Currently Being Written                                                                                                                                                 
|The Action                 |  | Script Completed; Funding Required For Production                                                                                                                              
|On The Hedge               |  | Script Completed; Funding Required For Production                                                                                                                              
|The Circuit                |  | Script Completed; Funding Required For Production                                                                                                                              
|                             | 
|Television Projects          |  | Status                                                                                                                                                                         
|Carry Your Weight          |  | Company sold the concept to the Gameshow Network; the Gameshow Network has determined not to proceed with the project and has returned the rights to the concept to the
Company
|The Fastest Car in America |  | Development completed; TV Network Order Required                                                                                                                               
|A Taste of History         |  | Development completed; TV Network Order Required                                                                                                                               
|TechStyle                  |  | Development completed; TV Network Order Required                                                                                                                               
|3 Day Test Reality Show    |  | Development completed; TV Network Order Required                                                                                                                               
|Run and Gun                |  | Development completed; TV Network Order Required                                                                                                                               
|Ultimate 18                |  | Development completed; TV Network Order Required                                                                                                                               

The Company does not currently have any funding for any of the projects described above under the headings
Other Film Projects or Television Projects, and there can be no assurances that the Company will secure the funding necessary to develop the projects any further or secure a TV network order for any of the television
projects. The Company has not generated any significant revenues from these projects as of the date of this report, and there can be no assurances the Company will ever generate any revenues from these projects.

In April 2008, the Company executed a Co-Development Agreement with Fuqua Films, Inc. pursuant to which the Company paid $25,000 for a 50% interest in an 18 month option
to develop, produce and exploit an original feature length motion picture based on the book Without A Badge by Jerry Speziale.



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Suppliers

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

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

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 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.

Company Intellectual Property

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

The Company intends to copyright all screenplays, project treatments, and other original material that it produces. The Company intends to use copyrights issued and maintained by the Copyright Office of the Library of Congress as the
primary form of protection for all original works of authorship, including literary, dramatic, musical, artistic, and certain other intellectual works, both



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published and unpublished. The 1976 Copyright Act allows the Company the exclusive right to reproduce the copyrighted work, to prepare derivative works, to
distribute the copyrighted work, to perform the copyrighted work, and to display the copyrighted work publicly. The Company will also register applicable screenplays and scripts with the Writers Guild of America. The Company has registered the
following screenplays and scripts with the Writers Guild of America.



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

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

Market and Competition

According to Box Office Mojo, the
total 2007 United States theatrical box office revenues were approximately $9.6 billion, and the following twelve major studios comprised approximately 94% of that market share: Paramount (15.5%); Warner Bros. (14.7%); Buena Vista (14%);
Sony/Columbia (12.9%); Universal (11.4%); 20thCentury Fox (10.5%); New Line (5%); Lionsgate (3.8%); MGM/UA (3.8%); Fox Searchlight (1.4%); Miramax
(1.3%) and Rogue Pictures (.8%). The Company competes with these major studios, as well as numerous other independent studios, for market share. According to Nielsen Media Research, there are over 108 million television households in the
United States. There are a number of companies producing and distributing television shows, including the six national networks, hundreds of cable channels, and numerous private production companies. The Company also competes with these
companies.

During the fiscal year ended February 29, 2008, the Company generated no revenues. The Companys competitors have greater resources,
market presence and name recognition than the Company. Moreover, although the Company has several television shows under development, the Company has not yet produced a show for distribution. Consequently, the Company has not yet
established a position in the television industry, and faces intense competition upon entry.

Government Regulation and Self-Regulating Associations

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

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

Employees

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



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Incorporation and Share Exchange

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

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

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

Publicly Available Information

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

ITEM 2. DESCRIPTION OF
PROPERTY

The Company subleased approximately 1,800 square feet of converted and remodeled warehouse space for its headquarters on a month-to-month
basis from Telanetix, Inc., in exchange for making available a portion of the space for a demonstration site for the teleconferencing system owned by Telanetix. The arrangement with Telanetix ended on July 1, 2008. The space is owned by
Chandler Associates, an unaffiliated entity, which rents the space at a rate of $1,800 per month. The Company does not have a lease agreement with Chandler Associates. The Company expects to enter into a month-to-month lease arrangement
with Chandler Associates effective as of July 1, 2008 at a rate of $1,800 per month. The Company will move its headquarters to a new location in the event it is unable to enter into a month-to-month leasing arrangement with Chandler Associates.
The space is located at 14759 Oxnard Street, Van Nuys, California and is in good condition.

ITEM 3. LEGAL
PROCEEDINGS

We are not a party to any legal proceedings as of the date of this report.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters
submitted to a vote of stockholders during the fourth quarter of fiscal year ending February 29, 2008.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ISSUER PURCHASES OF SECURITIES

Market Information

Our Common Stock currently trades on the OTC Bulletin Board under the symbol PUBM.OB. Prior to the Companys 20 to 1 reverse stock split which was effective on June 12, 2007, our Common Stock traded on the OTC Bulletin
Board under the symbol PMWI.OB.



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The following table sets forth the high and low closing bid prices for our Common Stock as reported on the OTC Bulletin
Board for the last two fiscal years, and as adjusted for the 20 to 1 reverse stock split which was effective on June 12, 2007. The quotation for the Common Stock traded on the OTC Bulletin Board may reflect inter-dealer prices, without retail
mark-up, markdown or commission and may not necessarily represent actual transactions.



|                                     |  |                 |      |                |   |     
|------------------------------------ |  | --------------- | ---- | -------------- | - | ----
|Public Media Works, Inc.             |  | High ClosingBid |      | Low ClosingBid
|FISCAL YEAR ENDING FEBRUARY 29, 2008 |  |                 |      |                |   |     
|FIRST QUARTER (3/1/07 to 5/31/07)    |  | $               | 2.40 |                | $ | 1.40
|SECOND QUARTER (6/1/07 to 8/31/07)   |  | $               | 1.40 |                | $ | .25 
|THIRD QUARTER (9/1/07 to 11/30/07)   |  | $               | 0.43 |                | $ | 0.11
|FOURTH QUARTER (12/1/07 to 2/29/08)  |  | $               | .44  |                | $ | 0.11
|                                     |  |                
|FISCAL YEAR ENDING FEBRUARY 28, 2007 |  |                 |      |                |   |     
|FIRST QUARTER (3/1/06 to 5/31/06)    |  | $               | 1.40 |                | $ | 1.00
|SECOND QUARTER (6/1/06 to 8/31/06)   |  | $               | 1.80 |                | $ | .60 
|THIRD QUARTER (9/1/06 to 11/30/06)   |  | $               | .90  |                | $ | .30 
|FOURTH QUARTER (12/1/06 to 2/28/07)  |  | $               | 2.80 |                | $ | .30 

Holders

As of
February 29, 2008, 4,481,440 shares of our common stock were issued and outstanding, and held by approximately 91 shareholders of record.

Transfer
Agent

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

Dividends

We have not paid any cash dividends on our common stock
since our inception and do not anticipate or contemplate paying dividends in the foreseeable future.

Securities Authorized for Issuance under Equity
Compensation Plans

On November 12, 2007, our board of directors approved our 2007 Equity Incentive Plan which provides for the issuance of up to
1,000,000 options to purchase shares of our common stock. Although the 2007 Equity Incentive Plan has been approved by our board of directors, our stockholders will be asked to approve such amendment at our next shareholder meeting. The table below
sets forth information as of February 29, 2008, with respect to compensation plans under which our common stock is authorized for issuance. The only compensation plan under which our common stock is authorized for issuance is our 2007 Equity
Incentive Plan.



|                                                                       |  |                                                        |  |                                                                                             
|---------------------------------------------------------------------- |  | ------------------------------------------------------ |  | --------------------------------------------------------------------------------------------
|Number of securities to be issued upon exercise of outstanding
options |  | Weighted-average exercise price of outstanding options |  | Number of securities remaining available for future issuance under equity compensation plans
|200,000                                                                |  | $.10                                                   |  | 800,000                                                                                     

Additionally, as of February 29, 2008, the Company has granted the following options to purchase Common Stock
which are not under a compensation plan (as adjusted for the June 2007 20 for 1 reverse stock split):



|                                                                       |  |                                       |  |                           
|---------------------------------------------------------------------- |  | ------------------------------------- |  | --------------------------
|Number of securities to be issued upon exercise of outstanding options |  | Exercise price of outstanding options |  | Expiration Date of Options
|50,000                                                                 |  | $5.00                                 |  | October 1, 2008 (1)       
|50,000                                                                 |  | $5.00                                 |  | September 18, 2008        
|25,000                                                                 |  | $5.00                                 |  | October 1, 2008           



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



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

Sales of Unregistered Securities

The Company did not sell any
securities during the fiscal year ended February 29, 2008 which were not previously reported in a Quarterly Report.

Repurchases of Equity
Securities by the Company and Affiliates

None

Equity
Compensation Plan Information

Information with respect to shares of our common stock that may be issued under our equity compensation plans is set
forth in separate section of this report commencing on Page F-19.

ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in
conjunction with our Financial Statements and Notes thereto, and the other financial information included elsewhere in this Form 10-KSB Report. This Managements Discussion and Analysis of Financial Condition and Results of Operations contains
descriptions of Public Media Works expectations regarding future trends affecting our business. These forward-looking statements and other forward-looking statements made elsewhere in this document are made in reliance upon safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. The following discussion sets forth certain factors we believe could cause actual results to differ materially from those contemplated by the forward-looking statements.

Overview

Public Media Works, Inc. 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 accompanying financial statements, the Company incurred a net loss of $698,718 during year ended February 29, 2008, and has incurred net cash outflows from operating activities during the years
ended February 29, 2008 and February 28, 2007 of approximately $267,586 and $374,081, respectively. Our independent accountants report for 2008 and 2007 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. A summary
table of the Companys film and television projects as of the date of this report is Item 1. 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 do not currently have any funding for any of the projects described above under the headings Other Film
Projects or Television Projects, and there can be no assurances that we will secure the funding necessary to develop the projects any further or secure a TV network order for any of the television 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.

PMW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.



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Liquidity and Capital Resources

At February 29, 2008 our total assets were $256,622, compared to $335,884 at February 28, 2007. Our current assets at February 29, 2008 totaled $5,953, and our current liabilities were $1,303,998, as
compared to current assets of $12,808 and current liabilities of $1,379,788 at February 28, 2007. Our stockholders deficit at February 29, 2008 was ($1,047,376), compared to stockholders deficit at February 28, 2007 of
($1,043,904).

As of February 29, 2008, the Company had a cash balance of $1,212. 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
February 29, 2008, the Company has an aggregate outstanding balance of $1,244,543 payable under the following obligations:



| |  | On August 30, 2000, the Company and George Mainas, a member of the Board of Directors of the Company, entered into an unsecured promissory note in the
principal amount of $340,000, bearing interest at 8%. As of February 29, 2008, the Company had an outstanding balance of $665,586 under the promissory note, including accrued interest. The promissory note is payable on demand.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On August 19, 2004, the Company entered into an unsecured line of credit with Mainas Development Corporation. The non-revolving line of credit has a maximum
draw-down of $250,000, bears interest of 9% annually, does not maintain an outstanding balance limitation, and is payable on demand. The outstanding balance on this account as of February 29, 2008 was $234,837 including accrued interest.
Mr. Mainas and Mainas Development Corporation made demand to the Company on March 31, 2005 for payment of all amounts due and owing by the Company under the unsecured promissory note and unsecured line of credit.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In May 2002 the Company entered into an unwritten, unsecured promissory obligation to Denis 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 February 29, 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.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | As of February 29, 2008, Mr. Bernsen, the Companys former CEO and director, had loaned the Company $49,318. This loan bears interest at 6%.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  | As of February 29, 2008, the Companys wholly-owned subsidiary, DOD LLC, had an outstanding debt obligation to a relative of Mr. Bernsen in the amount of
$106,502; an outstanding debt obligation to Mr. Mainas and Mr. Bernsen in the amount of $22,500; 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.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | 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
February 28, 2008, the outstanding balance under this obligation was $25,000.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The proceeds from these notes and the line of credit
were used to meet the general working capital needs of the Company. Increases in expenses or delays in product development or failure to achieve our sales projections may adversely impact our cash position and may require us to seek additional
financing. There can be no assurance that such financing will be available on acceptable terms, or at all. We do not have any arrangements with any bank or financial institution to secure additional financing and there can be no assurance that any
such arrangements, if required or otherwise sought, would be available on terms deemed to be commercially acceptable and in our best interests.

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.



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Results of Operations

The Companys revenues for the fiscal year ended February 29, 2008 were $0, compared to revenues for the fiscal year ended February 28, 2007 of $5,875. The decrease in revenues is attributed to the Companys receipt of a
single fee in the amount of $5,875 related to its development of a game show in the fiscal year ended February 28, 2007, compared to the Company receiving no revenue during the fiscal year ended February 29, 2008.

The Companys operating expenses for the fiscal year ended February 29, 2008 were $325,726, compared to operating expenses of $160,640 for the fiscal year
ended February 28, 2007. This increase in operating expenses is attributed to the increase in expenses related to investor relations, professional fees, and website development costs.

The Company had a net loss of ($698,718) for the fiscal year ended February 29, 2008, compared to a net loss of ($259,473) for the fiscal year ended
February 28, 2007. The increase in net loss is principally attributed to the increase in operating expenses discussed above and loss of $186,500 recorded on the conversion of certain related party notes payable to common stock. The Company
reported a cumulative net loss of ($4,618,288) from inception through February 29, 2008.

The Companys net cash used by operating activities
decreased from $374,081 to $267,586 for the fiscal year ended February 28, 2007 to $228,139 for the fiscal year ended February 29, 2008. This increase is also attributed to the increase in operating expenses for the Company as discussed
above.

The Company has several projects that may generate revenue during the current fiscal year (see Item 1), however, there can be no assurances
that the Company will secure funding for such projects, or that such projects will result in any revenues.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our balance sheet, changes
in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.



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Plan of Operation

During the next twelve months, the Company plans to continue with its current business plan described in Item 1 - Description of Business. As discussed above, 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.

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.

Use of Estimates and Critical Accounting Policies

Both this
Managements Discussion and Analysis and our Plan of Operation discuss our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

The preparation of our financial statements requires management to make estimates and assumptions that affect reported amounts of assets and 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 the 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, revenue recognition, stock based compensation and derivative liabilities, if any. Management bases 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 year ended February 29, 2008, we recognized an impairment of film development costs totaling $108,243.

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 PMWs Statements of Operations.
Management evaluates the realizability of the deferred tax assets and assesses the valuation allowance quarterly.



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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.

Amortization and Impairment of Long Lived Assets.Long lived assets, such as property, equipment and intangible assets are recorded at
historical cost. We amortize our intangible assets using the straight-line method over their estimated useful lives, usually two to five years. We review intangible assets subject to amortization periodically to determine if any adverse conditions
exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life of the applicable asset. Conditions that would indicate impairment and trigger a more frequent impairment assessment include, but
are not limited to a significant adverse change in the legal factors or business climate that could affect the value of an asset, or an adverse action or assessment by a regulator. If the carrying amount of an asset exceeds its estimated fair value,
an impairment charge is recognized for the amount by which the carrying amount exceeds the estimated fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less the estimated costs to sell.
In addition, depreciation of the asset ceases. During the years ended December 31, 2008 and 2007, no impairment of long-lived assets was recorded.

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 July 2006, the FASB issued
Financial Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS
No. 109, Accounting for Income Taxes. FIN No. 48 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including
resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in
subsequent periods. This interpretation also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006. The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on March 1, 2007. The Company did not recognize any additional liability for unrecognized tax benefit as
a result of the implementation. The Company will recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statement of operations. As of February 29, 2008 the
Company has not recognized liabilities for penalty and interest as the Company does not have liability for unrecognized tax benefits.

In September 2006,
the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This
Statement focuses on creating consistency and comparability in fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently
evaluating the impact of adopting SFAS 157 on our financial statements and believe it is unlikely to adversely effect the Companys financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS
No. 159) which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS No. 159 will be effective for us on
January 1, 2008. We are currently evaluating the impact of adopting SFAS No. 159 on our financial position, cash flows, and results of operations, and believe it is unlikely to have a material adverse impact.

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



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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.

Interest Rate Risk

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

Inflation

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

Factors That May Affect Future Performance

You should carefully consider the following risk factors, the other information included herein and the information included in our other reports and filings. Our
business, financial condition, and the trading price of our common stock could be adversely affected by these and other risks.

BUSINESS RISKS

Our business requires a substantial investment of capital. The production, acquisition and distribution of motion pictures
(films) and television programs and the planned development of a web portal require a significant amount of capital. A significant amount of time may elapse between our expenditure of funds and the receipt of commercial revenues from our
film or television programs or web portal. Although we intend to continue to reduce the risks of our production exposure through financial contributions from investors in limited liability financing vehicles, we cannot assure you that we will be
able to successfully implement these arrangements or that we will not be subject to substantial financial risks relating to the production, acquisition, completion and release of future film and television programs and the development of a web
portal. Any of the foregoing could have a material adverse effect on our business, results of operations and financial condition.

The costs of
producing and marketing feature films have steadily increased and may further increase in the future, which may make it more difficult for a film to generate a profit or compete against other films. The costs of producing and marketing
feature films have generally increased in recent years. These costs may continue to increase in the future, which may make it more difficult for our films to generate a profit or compete against other films. We are dependent DVD sales, home video,
television, international markets and new media for revenue, and the revenues from such sources may not be sufficient to offset an increase in the cost of film production. If we cannot successfully exploit these and other media, it could have a
material adverse effect on our business, results of operations and financial condition.

Budget overruns may adversely affect our business.
Our business model requires that we be efficient in the production of our film and television programs. Actual film and television production costs often exceed their budgets, sometimes significantly. The production, completion and distribution of
films and television productions are subject to a number of uncertainties, including delays and increased expenditures due to creative differences among key cast members and other key creative personnel or other disruptions or events beyond our
control. Risks such as death or disability of star performers, technical complications with special effects or other aspects of production, shortages of necessary equipment, damage to film negatives, master tapes and recordings or adverse weather
conditions may cause cost overruns and delay or frustrate completion of a production. If a film or television production incurs



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substantial budget overruns, we may have to seek additional financing from outside sources to complete production. We cannot make assurances regarding the
availability of such financing on terms acceptable to us, and the lack of such financing could have a material adverse effect on our business, results of operations and financial condition.

If We Exceed Our Budgets In Our Projects, We May Be Unable To Recoup Our Costs.If a film or television production incurs substantial budget overruns, we
cannot assure you that we will recoup these costs, which could have a material adverse effect on our business, results of operations and financial condition. Increased costs incurred with respect to a particular film may result in any such film
being abandoned, not being ready for release at the intended time or ever or the postponement of release to a potentially less favorable time, all of which could have a significant negative effect on the overall financial success of such film.
Budget overruns could also prevent a picture from being completed or released. Any of the foregoing could have a material adverse effect on our business, results of operations and financial condition.

Licensed distributors failure to promote our programs may adversely affect our business. Licensed distributors decisions regarding the timing
of release and promotional support of our films, television programs and related products are important in determining the success of these pictures, programs and products. We do not control the timing and manner in which our licensed distributors
distribute our films or television programs. Any decision by those distributors not to distribute or promote one of our films, television programs or related products or to promote our competitors films, television programs or related products
to a greater extent than they promote ours could have a material adverse effect on our business, results of operations and financial condition.

We
face additional risks due to our reliance on outsourced production studios for films and television shows we choose to produce ourselves.We intend to outsource certain aspects of the production requirements for our film and television
projects. We do not intend to maintain a relationship with one particular studio or production group. Consequently, we may be subject to certain risks associated with outsourcing. Moreover, we may not receive competitive pricing from our production
studios as we do not intend to form a relationship with one particular studio. Due to our dependency on outsourced production studios and the inherent difficulty in replacing outsourced production studios in an efficient or expeditious manner,
the occurrence of any condition preventing or hindering the production or delivery of our films and shows by any one or more of our outsourcing production studios may require us to mitigate our actual or potential loss by switching outsourced
production studios.

If our films and television shows are not commercially successful, we may not be able to generate sufficient revenue to fund our
operations, and may be unable to continue as a going concern.Producing television shows and feature length films involves substantial risks, because they require that we spend significant funds based entirely on our preliminary evaluation
of the screenplays commercial potential as a film. It is impossible to predict the success of any film or show before the production starts. The ability of a show or film to generate revenues will depend upon a variety of unpredictable
factors, including:



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



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



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



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

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

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



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

MARKET AND COMPETITION RISKS

Our success depends on the commercial success of films and television programs, which is unpredictable. Operating in the film and television
industry involves a substantial degree of risk. Each film and television program is an individual artistic work, and inherently unpredictable audience reactions primarily determine commercial success. Generally, the popularity of our films or
programs depends on many factors, including the critical acclaim they receive, the format of their initial release, for example, theatrical or direct-to-video, the actors and other key talent, their genre and their specific subject matter. The
commercial success of our films or television programs also depends upon the quality and acceptance of films or programs that our competitors release into the marketplace at or near the same time, critical reviews, the availability of alternative
forms of entertainment and leisure activities, general economic conditions and other tangible and intangible factors, many of which we do not control and all of which may change. We cannot predict the future effects of these factors with certainty,
any of which factors could have a material adverse effect on our business, results of operations and financial condition.

The film industry is
highly competitive and we are smaller and less diversified than many of our competitors. As an independent producer and distributor, we constantly compete with major U.S. and international studios as well as smaller independent producers.
Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations, including television networks and cable channels, that can provide both the means of distributing their products and stable
sources of earnings that may allow them better to offset fluctuations in the financial performance of their film and television operations. In addition, the major studios have more resources with which to compete for ideas, storylines and scripts
created by third parties as well as for actors, directors and other personnel required for production. The resources of the major studios may also give them an advantage in acquiring other businesses or assets that we might also be interested in
acquiring. Our inability to compete successfully could have a material adverse effect on our business, results of operations and financial condition.

Others may assert intellectual property infringement claims against us.One of the risks of the film production business is the possibility that others may claim that our productions and production techniques misappropriate or
infringe the intellectual property rights of third parties with respect to their previously developed films, stories, characters, other entertainment or intellectual property. We are likely to receive in the future claims of infringement or
misappropriation of other parties proprietary rights. Any such assertions or claims may materially adversely affect our business, financial condition or results of operations. Irrespective of the validity or the successful assertion of such
claims, we could incur significant costs and diversion of resources in defending against them, which could have a material adverse effect on our business, financial condition or results of operations. If any claims or actions are asserted against
us, we may seek to settle such claim by obtaining a license from the plaintiff covering the disputed intellectual property rights. We cannot provide any assurances, however, that under such circumstances a license, or any other form of settlement,
would be available on reasonable terms or at all.

Our business involves risks of liability claims for media content, which could adversely affect
our business, results of operations and financial condition.As a distributor of media content, we may face potential liability for: defamation; invasion of privacy negligence copyright or trademark infringement (as discussed above) and
other claims based on the nature and content of the materials distributed. These types of claims have been brought, sometimes successfully, against producers and distributors of media content. Any imposition of liability that is not covered by
insurance or is in excess of insurance coverage could have a material adverse effect on our business, results of operations and financial condition.

FINANCIAL RISKS

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

Accounting practices used in our industry may accentuate fluctuations in operating results. In addition to the cyclical nature of the entertainment
industry, our accounting practices (which are standard for the industry) may accentuate fluctuations in our operating results. For example, in accordance with U.S. generally accepted accounting principles and industry practice, we are required
to expense film advertising costs as incurred, but are also required to recognize the revenue from any film or television program over the entire revenue stream expected to be generated by the individual picture or television program.



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We require additional financing to sustain our operations and without it we may not be able to continue
operations. At February 29, 2008, we had cash on hand of approximately $1,212. We have never earned a profit and we anticipate that we will continue to incur losses for the foreseeable future. We continue to operate on a negative cash
flow basis. We believe that we will need to raise at least an additional $500,000 in financing in order to have sufficient financial resources to fund our operations for the next 12 months. Such additional funds may not be available when required.

To date, we have financed our operations through the sale of stock and certain borrowings. We expect to continue to depend upon outside financing to
sustain our operations for at least the next 12 months. Our ability to obtain financing from third parties will depend upon our perceived performance and market conditions. Our inability to raise additional working capital at all or to raise it in a
timely manner would negatively impact our ability to fund our operations, to generate revenues, and to otherwise execute our business plan, leading to the reduction or suspension of our operations and ultimately forcing us to go out of business.

If we raise additional funds through the issuance of equity securities, this may cause significant dilution of our common stock, and holders of the
additional equity securities may have rights senior to those of the holders of our common stock. If we obtain additional financing by issuing debt securities, the terms of these securities could restrict or prevent us from paying dividends and could
limit our flexibility in making business decisions.

We have a history of losses, our auditors have stated that these losses raise substantial doubt
about our ability to continue as a going concern and we expect to continue to operate at a loss for the foreseeable future.We have a history of continuing losses and negative cash flow from operations. From our inception in March 2000
through February 29, 2008, we had cumulative net losses of ($4,618,288) and we had net loss in the year ended February 29, 2008 of ($698,718). We expect that our expenses may increase substantially as we continue to develop our products
and services. In addition, as a public company our general and administrative expenses may increase significantly. As a result, we expect to continue to incur losses for the foreseeable future.

Because of our history of continuing losses, our auditors, in their report on our audited financial statements included elsewhere in this report, have stated that these
losses raise substantial doubt about our ability to continue as a going concern. The going concern qualification from our auditors could have a negative impact on our future sales to customers, inhibit our ability to obtain financing terms from
vendors and may adversely impact our ability to raise additional financing. Accordingly, we cannot assure you that we will ever be profitable. Whether we ever become profitable will depend on many factors, but principally on our ability to raise
additional capital and to successfully market our products and services.

Our financial statements have been prepared assuming that the Company will
continue as a going concern. The factors described above raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from this uncertainty. Our
independent registered public accounting firm has included an explanatory paragraph expressing doubt about our ability to continue as a going concern in their audit report for the fiscal years ended February 28, 2007 and February 29, 2008.

We cannot assure you that we will be able to obtain sufficient funds to continue the development and pre-production of television shows and films, or that
we will be able to produce and sell our scripts, shows and films. We also cannot assure you that we will be able to generate sufficient revenue to fund our business. If we cannot continue as a going concern, we may need to substantially revise our
business plan or cease operations.

We are an early stage company with a limited operating history and no significant revenues. We were
formed in March 2003. Since that time, we have engaged in the film and television production. We have recorded only $180,875 in revenues since our date of inception. Our ability to implement a successful business plan remains unproven and no
assurance can be given that we will ever generate sufficient revenues to sustain our business. We cannot assure that our future operations will be implemented successfully or that we will ever have profits. Moreover, we may not realize revenue from
our current projects for a substantial period of time, if at all, which may result in our inability to continue financing our operations. If we are unable to sustain our operations, we will be forced to cease operations entirely. Furthermore, we are
experiencing the initial costs and uncertainties of a newly formed business, including additional expenditures, unforeseen costs and difficulties, complications, and delays, all of which must be resolved and/or paid without the benefit of a
predictable revenue stream. These risks and uncertainties include the following:



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



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

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



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We are in default under our debt obligations, and if we fail to restructure our outstanding indebtedness, the
lenders may take actions that would have material adverse impacts on the Company.The Company has significant outstanding indebtedness, and is in default under its obligations to repay a significant portion of such indebtedness. As of
February 29, 2008, the Company and its subsidiaries had an aggregate outstanding balance of $1,244,544 in debt obligations (including accrued interest), of which $965,202 is past due or due on demand. The Company does not have the cash to pay
its debt obligations. These events of default provide the lenders with certain rights, including the right to institute an involuntary bankruptcy proceeding against the Company. To date, the lenders have not exercised any material creditors
remedies. If they choose to exercise these rights in the future, the Company may seek the protection afforded by Chapter 11 of the federal bankruptcy laws and any such exercise would have a material adverse effect on the Company. The
Companys default on its debt obligations and our potential need to seek protection under the federal bankruptcy laws raise substantial doubt about our ability to continue as a going concern.

We do not expect to pay dividends for the foreseeable future, and we may never pay dividends and, consequently, the only opportunity for investors to achieve a
return on their investment is if a trading market develops and investors are able to sell their shares for a profit or if our business is sold at a price that enables investors to recognize a profit. We currently intend to retain any future
earnings to support the development and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into
account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our
common stock may be limited by state law. Accordingly, we cannot assure investors any return on their investment, other than in connection with a sale of their shares or a sale of our business. At the present time there is a limited trading market
for our shares. Therefore, holders of our securities may be unable to sell them. We cannot assure investors that an active trading market will develop or that any third party would offer to purchase our business on acceptable terms and at a price
that would enable our investors to recognize a profit.

CORPORATE AND OTHER RISKS

Limitations on director and officer liability and indemnification of our officers and directors by us may discourage stockholders from bringing suit against a
director. The Companys certificate of incorporation and bylaws provide, with certain exceptions as permitted by governing state law, that a director or officer shall not be personally liable to us or our stockholders for breach of
fiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director
for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director. In addition, the Companys certificate of incorporation and bylaws may provide for mandatory
indemnification of directors and officers to the fullest extent permitted by governing state law.

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

Our executive officers, directors and insider stockholders beneficially own or control approximately 55% of our
outstanding common stock, which may limit your ability and the ability of our other stockholders, whether acting alone or together, to propose or direct the management or overall direction of our Company. Additionally, this concentration of
ownership could discourage or prevent a potential takeover of our Company that might otherwise result in you receiving a premium over the market price for your shares. We estimate that approximately 55% of our outstanding shares of common stock is
beneficially owned and controlled by a group of insider stockholders, which includes our directors and officers. Accordingly, the existing principal stockholders together with our directors and executive officers will have the power to control the
election of our directors and the approval of actions for which the approval of our stockholders is required. If you acquire shares of our common stock, you may have no effective voice in the management of the Company.

Such concentrated control of the Company may adversely affect the price of our common stock. Our principal stockholders may be able to control matters requiring approval
by our stockholders, including the election of directors, mergers or other business combinations. Such concentrated control may also make it difficult for our stockholders to receive a premium for their shares of our common stock in the event we
merge with a third party or enter into different transactions which require stockholder approval. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock.



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The relative lack of public company experience of our management team may put us at a competitive
disadvantage. Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. The individuals who now constitute our
senior management have had very limited responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be
able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements. Our failure to do so could lead to the imposition of fines and penalties and
distract our management from attending to the growth of our business.

Our internal controls over financial reporting may not be effective, which
could have a significant and adverse effect on our business. We are subject to various regulatory requirements, including the Sarbanes-Oxley Act of 2002. We, like all other public companies, must incur additional expenses and, to a lesser
extent, diversion of our managements time in our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 regarding internal controls over financial reporting. Our lack of familiarity with Section 404 may unduly divert
managements time and resources in executing the business plan. If, in the future, management identifies one or more material weaknesses, or our external auditors are unable to attest that our managements report is fairly stated or to
express an opinion on the effectiveness of our internal controls, this could result in a loss of investor confidence in our financial reports, have an adverse effect on our stock price and/or subject us to sanctions or investigation by regulatory
authorities. Also, it may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal
controls and other finance staff in order to develop and implement appropriate internal controls and reporting procedures

We are dependent for our
success on a few key executive officers. Our inability to retain those officers would impede our business plan and growth strategies, which would have a negative impact on our business and the value of your investment. Our success depends on
the skills, experience and performance of key members of our management team. We are heavily dependent on the continued services of Corbin Bernsen, Al Hayes and George Mainas. We do not have long-term employment agreements with any of the members of
our senior management team. Each of those individuals may voluntarily terminate his employment with the Company at any time upon short notice. Were we to lose one or more of these key executive officers, we would be forced to expend significant time
and money in the pursuit of a replacement, which would result in both a delay in the implementation of our business plan and the diversion of limited working capital. We do not maintain a key man insurance policy on any of our executive officers.

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

CAPITAL MARKET RISKS

Our common stock is thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or
otherwise desire to liquidate your shares. There is limited market activity in our stock and we are too small to attract the interest of many brokerage firms and analysts. We cannot give you any assurance that a broader or more active public
trading market for our common stock will develop or be sustained. While we are trading on the OTC Bulletin Board, the trading volume we will develop may be limited by the fact that many major institutional investment funds, including mutual funds,
as well as individual investors follow a policy of not investing in Bulletin Board stocks and certain major brokerage firms restrict their brokers from recommending Bulletin Board stocks because they are considered speculative, volatile and thinly
traded.

The market price of our common stock could be subject to wide fluctuations in response to quarterly variations in our revenues and operating
expenses, announcements of new products or services by us, significant sales of our common stock, including short sales, the operating and stock price performance of other companies that investors may deem comparable to us, and news
reports relating to trends in our markets or general economic conditions.



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The application of the penny stock rules to our common stock could limit the trading and liquidity of
the common stock, adversely affect the market price of our common stock and increase your transaction costs to sell those shares. As long as the trading price of our common stock is below $5 per share, the open-market trading of our common
stock will be subject to the penny stock rules, unless we otherwise qualify for an exemption from the penny stock definition. The penny stock rules impose additional sales practice requirements on certain
broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). These
regulations, if they apply, require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. Under these regulations, certain brokers who recommend such
securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchasers written agreement to a transaction prior to
sale. These regulations may have the effect of limiting the trading activity of our common stock, reducing the liquidity of an investment in our common stock and increasing the transaction costs for sales and purchases of our common stock as
compared to other securities.

The stock market in general, and the market prices for penny stock companies in particular, have experienced volatility that
often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance.

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.
Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and
misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling
broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent
investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share
price.

We may not be able to attract the attention of major brokerage firms, which could have a material adverse impact on the market value of our
common stock.Security analysts of major brokerage firms may not provide coverage of our common stock since there is no incentive to brokerage firms to recommend the purchase of our common stock. The absence of such coverage limits the
likelihood that an active market will develop for our common stock. It will also likely make it more difficult to attract new investors at times when we require additional capital.

We may be unable to list our common stock on NASDAQ or on any securities exchange.Although we may apply to list our common stock on NASDAQ or the American Stock Exchange in the future, we cannot assure
you that we will be able to meet the initial listing standards, including the minimum per share price and minimum capitalization requirements, or that we will be able to maintain a listing of our common stock on either of those or any other trading
venue. Until such time as we qualify for listing on NASDAQ, the American Stock Exchange or another trading venue, our common stock will continue to trade on the OTC Bulletin Board or another over-the-counter quotation system, or on the
pink sheets, where an investor may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, rules promulgated by the Commission impose various practice
requirements on broker-dealers who sell securities that fail to meet certain criteria set forth in those rules to persons other than established customers and accredited investors. Consequently, these rules may deter broker-dealers from recommending
or selling our common stock, which may further affect the liquidity of our common stock. It would also make it more difficult for us to raise additional capital.

Future sales of our equity securities could put downward selling pressure on our securities, and adversely affect the stock price.There is a risk that this downward pressure may make it impossible for an investor to sell his
securities at any reasonable price, if at all. Future sales of substantial amounts of our equity securities in the public market, or the perception that such sales could occur, could put downward selling pressure on our securities, and adversely
affect the market price of our common stock.

ITEM 7. FINANCIAL STATEMENTS

See Consolidated Financial Statements beginning on page F3.



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

As discussed above, effective April 29, 2008, our previous independent registered accounting firm. Burnham and Schumm, P.C. resigned
as the independent registered public accounting firm. The Company engaged Squar, Milner, Peterson, Miranda & Williamson, LLP (Squar Milner) as its independent registered public accounting firm effective April 29, 2008.

We have not had any disputes or disagreements with Squar, Milner, Peterson, Miranda & Williamson, LLP, our independent outside auditors,
which have been engaged by the Company since April 29, 2008. We did not have any disputes or disagreements with our previous outside auditors Burnham & Schumm, P.C., our independent outside auditors, which were engaged by the Company
from May 2003 until April 29, 2008.

ITEM 8A. 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. Disclosure controls and procedures also include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management, including its principal executive and
principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer has concluded that our disclosure controls and
procedures were not effective as of February 29, 2008 for the reasons discussed below related to material weaknesses in our internal control over financial reporting.

Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures
that:



| | 1. | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting
principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the
financial statements.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of February 29, 2008. In making this
assessment, management used the framework set forth in the report entitled Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes
each of the components of a companys internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on that
assessment under such criteria, management concluded that the Companys internal control over financial reporting was not effective as of February 29, 2008 due to control deficiencies that constituted material weaknesses.

We did not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Managements report was not
subject to attestation by our registered public accounting firm pursuant to the temporary rules of the SEC that permit the company to provide only managements report.



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Identified Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys
annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following internal control deficiencies, which it deemed material weaknesses during its assessment of our internal control over
financial reporting as of February 29, 2008:



| | 1. | Management in assessing its internal controls and procedures for fiscal 2008 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.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

In conclusion, our Chief Executive Officer concluded that we did not maintain effective internal control over
financial reporting as of February 29, 2008.

Managements Remediation Initiatives

The Company is in the process of developing and implementing remediation plans to address its material weaknesses.

Management has identified specific remedial actions to address the material weaknesses described above:



| | 1. | 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.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Improve segregation procedures by strengthening cross approval of various functions including cash disbursements and quarterly internal audit procedures where appropriate.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control
systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

This annual report does not include an attestation report of the Companys registered public accounting firm due to a transition period established by rules of the
Securities and Exchange Commission for certain public companies.

CHANGES IN CONTROLS AND PROCEDURES

There were no significant changes made in our internal controls over financial reporting during the quarter ended February 29, 2008 that have materially affected or
are reasonably likely to materially affect these controls. Thus, no corrective actions with regard to significant deficiencies or material weaknesses were necessary.

ITEM 8B. OTHER INFORMATION

We must disclose under this time any information
required to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-KSB, but not reported, whether or not otherwise required by this Form 10-KSB. If disclosure of



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such information is made under this item, it need not be repeated in a report on Form 8-K, which could otherwise be required to be filed with respect to such
information or in a subsequent report on Form 10-KSB. No additional disclosure is required under this item.

PART III

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

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

The following table sets forth certain information regarding executive officers and directors of the Company as of February 29, 2008:



|               |  |     |  |                                                             
|-------------- |  | --- |  | ------------------------------------------------------------
|Name           |  | Age |  | Position                                                    
|Corbin Bernsen |  | 53  |  | Chief Executive Officer, President, Secretary and a Director
|George Mainas  |  | 63  |  | Director                                                    

Corbin Bernsen served as our President and a Director since August 30, 2003, and as our Chief
Executive Officer since February 2006, until his resignation from his executive officer positions and as a director effective as of March 18, 2008. Prior to that, Mr. Bernsen served as President and a director to Public Media Works, Inc.,
its predecessor, from November 2002 to August 30, 2003. From February 2002 through July 2003, Mr. Bernsen was Chief Executive Officer and a director to 1st Step, Inc., a privately held entertainment consulting company.
Mr. Bernsen served as Chief Executive Officer to Public Media Works from its inception in March 2000 until November 2002. Mr. Bernsen continues to serve as sole owner of Team Cherokee, Inc., which serves as
Mr. Bernsens vehicle for maintaining his acting contracts and agreements, a position he has held since 1987. Mr. Bernsen continues to work as an actor and scriptwriter for films and television.

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

Board of Directors

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

Section 16(A) Beneficial Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Companys directors and executive officers, and persons who own more than 10% of
a registered class of the Companys equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. These
insiders are required by Securities and Exchange Commission regulations to furnish the Company with copies of all Section 16(a) forms they file, including Forms 3, 4 and 5. To the Companys knowledge, based solely on review of the copies
of such reports furnished to the Company, during the period ended February 29, 2008, and to date, all Section 16(a) filing requirements applicable to its insiders were complied with.

Company Code of Ethics

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



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ITEM 10. EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary Compensation Table

The following table provides information
regarding the compensation earned during the fiscal year ended February 29, 2008 by our Chief Executive Officer. The Company did not have any executive officer at February 29, 2008 whose combined salary and bonus exceeded $100,000 during
the year ending February 29, 2008. We refer to our Chief Executive Officer as our named executive officer elsewhere in this report.



|                            |  |        |   |       |   |              |  |                       |   |       |   |   |  |   |  
|--------------------------- |  | ------ | - | ----- | - | ------------ |  | --------------------- | - | ----- | - | - |  | - | -
|Name and Principal Position |  | Salary |   | Bonus |   | OptionAwards |  | All OtherCompensation |   | Total
|Corbin Bernsen, CEO         |  | $      | 0 |       | $ | 0            |  | $                     | 0 |       | $ | 0 |  | $ | 0

Compensation Discussion and Analysis

The Company had one executive officer during the fiscal year ended February 29, 2008, Corbin Bernsen. The Board of Directors also serves as the Companys compensation committee. The Board of Directors
goal in determining compensation levels is to adequately reward the efforts and achievements of executive officers for the management of the Company. The Board of Directors does not anticipate paying any cash compensation to its executive
officers until such time, if ever, as the Company as adequate cash from operations or financing to pay such compensation. The Company has no pension plan, non-equity incentive plan or deferred compensation arrangement. The Company has not used a
compensation consultant in any capacity.

Grants of Plan-Based Awards

The Company did not grant any equity to it named executive officer during the fiscal year ended February 29, 2008.

Outstanding Equity Awards At February 29, 2008

The following table sets forth certain information regarding equity awards granted to
our named executive officer outstanding as of February 29, 2008 (as adjusted for the June 2007 20 for 1 reverse stock split):



|               |  |                                                            |  |                                                              |  |                     |      |                      |                   
|-------------- |  | ---------------------------------------------------------- |  | ------------------------------------------------------------ |  | ------------------- | ---- | -------------------- | ------------------
|               |  | Option Awards                                             
|Name           |  | Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable |  | Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable |  | OptionExercisePrice |      | OptionExpirationDate
|Corbin Bernsen |  | 50,000                                                     |  | 0                                                            |  | $                   | 5.00 |                      | September 18, 2008

Option Exercises and Stock Vested

Our named executive officer did not exercise any stock options or have any stock awards subject to vesting during the year ended February 29, 2008.

Pension Benefits

Our named executive officer did not participate in, or otherwise receive any benefits under, any
pension or retirement plan sponsored by us during the year ended February 29, 2008.

Nonqualified Deferred Compensation

Our named executive officer did not earn any nonqualified compensation benefits from us during the year ended February 29, 2008.



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Employment Contracts

The Company has no employment contracts with our named executive officers. 
The Company has not adopted any compensation policies.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information as of July 1, 2008 regarding the beneficial ownership of
our common stock with respect to (i) any person known to us on the basis of filings with the Securities and Exchange Commission to be the beneficial owner of more than five percent (5%) of our common stock, (ii) each of our directors
and nominees, (iii) each of our named executive officers, and (iv) our directors and executive officers as a group. Unless otherwise noted, each person has sole voting and investment power over the shares indicated below subject to
applicable community property law.



|                                                            |  |                                            |     |  |                        |  
|----------------------------------------------------------- |  | ------------------------------------------ | --- |  | ---------------------- | -
|Name and Address of Beneficial Owner (1)                    |  | Amount andNature ofBeneficialOwnership (2) |     |  | Percentageof Class (2) |  
|Directors and Executive Officers                            |  |                                            |     |  |                        |  
|Al Hayes                                                    |  | 200,000                                    | (3) |  | 3.36                   | %
|George Mainas                                               |  | 2,335,424                                  | (4) |  | 39.34                  | %
|Kevin Kearney                                               |  | 440,000                                    | (5) |  | 7.41                   |  
|All directors and executive officers as a group (3 persons) |  | 2,975,424                                  | (6) |  | 50.12                  | %
|                                                            |  |                                           
|5% Stockholders                                             |  |                                            |     |  |                        |  
|Corbin Bernsen(1)                                           |  | 325,000                                    | (7) |  | 5.47                   | %



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

|(2) | The securities beneficially owned by an individual are determined in accordance with the definition of beneficial ownership set forth in the regulations
promulgated under the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/ or minor children of an individual and any other relative who resides in the same home as such individual, as well as other
securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within sixty (60) days through the exercise of options or otherwise. Beneficial ownership may be disclaimed as to
certain of the securities. This table has been prepared based on 5,011,440 shares of common stock outstanding as of July 1, 2008, and 925,000 options exercisable within 60 days of July 1, 2008.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes 200,000 shares of common stock issuable upon the exercise of outstanding stock options.
|--- | ------------------------------------------------------------------------------------------------

|(4) | Includes 250,000 shares of common stock issuable upon the exercise of outstanding stock options.
|--- | ------------------------------------------------------------------------------------------------

|(5) | Includes 200,000 shares of common stock issuable upon the exercise of outstanding stock options
|--- | -----------------------------------------------------------------------------------------------

|(6) | Includes 650,000 shares of common stock issuable upon the exercise of outstanding stock options.
|--- | ------------------------------------------------------------------------------------------------

|(7) | Includes 50,000 shares of common stock issuable upon the exercise of outstanding stock options.
|--- | -----------------------------------------------------------------------------------------------

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related Party Transactions.Since March 1, 2006, we have not had any transactions in which any of our related persons had or will have a direct or indirect material interest, nor are any such transactions currently proposed,
except as noted below:

In August 2000 the Company entered into an unsecured promissory note with George Mainas, a Company stockholder, in the principal
amount of $340,000, bearing interest at 8%. The promissory note is payable on demand. As of February 29, 2008, the Company had an outstanding balance of $665,586 under the promissory note, including accrued interest.

On August 18, 2004, the Company entered into an unsecured line of credit with Mainas Development Corporation. Mr. Mainas, a stockholder of the Company, serves
as Managing Director of Mainas Development Corporation. The non-revolving line of credit has a maximum draw-down of $250,000, bears interest of 9% annually, does not maintain an outstanding balance limitation, and expired on August 17,
2005. The outstanding balance on this account as of February 29, 2008 was $234,837, including accrued interest. The amount outstanding under this letter of credit is payable on demand.

Mr. Bernsen, the Companys CEO and a director, has loaned the Company $53,403 as of February 29, 2008. This loan bears interest at 6%.

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



22



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Effective July 18, 2006, the Company and Mr. Bernsen entered into a Note Conversion Agreement pursuant to which
Mr. Bernsen converted the amounts payable under the June 7, 2006 Promissory Note in the principal amount of $50,000 into 1,000,000 shares of Company Common Stock, and an Assignment Agreement pursuant to which Mr. Bernsen assigned all
of his right, title and interest in certain television and film projects to the Company, and the Company issued Mr. Bernsen 500,000 shares of Company Common Stock.

In February 2007 the Companys wholly owned subsidiary, DOD LLC, entered into a Film Financing Agreement with certain third parties and Mr. Bernsen, Mr. Mainas, Mr. Szabo, the Companys former
Chief Executive Officer and holder of more than 5% of the Companys Common Stock, and Jeanne Cooper, Mr. Bernsens mother, for the financing and production of the film Donna on Demand. Mr. Bernsen, Mr. Mainas,
and Mr. Szabo each contributed $12,000 towards the production of the film, and Ms. 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,
Ms. Cooper is to receive 12%, and each of Mr. Bernsen, Mr. Mainas and Mr. Szabo are to receive 5%, 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.

On November 16, 2007, the Company entered into a debt conversion agreement with F. James McCarl for the conversion of $11,141 in Company debt into 111,410 shares of Company Common Stock for $.10 per share. Mr. McCarl is also a
member of Carpool Guy LLC.

On November 16, 2007, the Company entered into a debt conversion agreement with Thomas Szabo for the conversion of $68,397
in Company debt into 683,970 shares of Company Common Stock for $.10 per share. Mr. Szabo is also a member of Carpool Guy LLC.

On November 16,
2007, the Company executed a subscription and debt conversion agreement with George Mainas, a Company director and principal shareholder and debt holder, for the sale of 500,000 shares of Company common stock for $.10 per share for an aggregate
purchase price of $50,000, and the conversion of $104,493 in Company debt into 1,044,930 shares of Company Common Stock for $.10 per share.

On
March 18, 2008, the Company executed a Project Management Agreement with Corbin Bernsen, the Companys former executive officer and a director, providing for his involvement with certain projects of the Company in exchange for 50% of the
revenue or sales proceeds which the Company may receive from the projects.

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.

In April 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.

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.

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.



23



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##### Table of Contents

On June 2, 2008, the Board of Directors of the Company appointed Kevin Kearney to the Board of Directors. 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.

The Company does not maintain a formal
conflicts of interest policy with respect to related and/or affiliated parties.

Director Independence. We currently have only three directors,
Mr. Al Hayes, Mr. George Mainas and Mr. Kevin Kearney. Mr. Hayes also serves as our chief executive officer. As of May 19, 2008, Mr. Hayes beneficially owns approximately 3.36% of our outstanding shares of
common stock, Mr. Mainas beneficially owns approximately 39.34% of our outstanding shares of common stock, and Mr. Kearney beneficially owns approximately 7.41% of our outstanding common stock. Neither Mr. Hayes, Mr. Kearney
nor Mr. Mainas are considered independent under the definition of independence used by any national securities exchange or any inter-dealer quotation system.

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

(a)Exhibits



|            |  |                                                                                                                        
|----------- |  | -----------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                            
|2.1         |  | Share Exchange Agreement by and between Burnam Management, Inc. and Public Media Works, Inc., dated August 30, 2003 (6)
|            | 
|3.1         |  | Certificate of Incorporation(1)                                                                                        
|            | 
|3.2         |  | Certificate of Amendment of Certificate of Incorporation (2)                                                           
|            | 
|3.3         |  | Bylaws (1)                                                                                                             
|            | 
|3.4         |  | Amended Bylaws (6)                                                                                                     
|            | 
|3.5         |  | Certificate of Amendment of Certificate of Incorporation (5)                                                           
|            | 
|10.9        |  | Promissory Note with George Mainas dated August 30, 2000 (4)                                                           
|            | 
|10.10       |  | Memorialized Agreement between the Company and Mr. George Mainas dated December 31, 2003 (4)                           
|            | 
|10.22       |  | Agreement and letter of credit between the Company and George Mainas dated August 18, 2004 (6)                         
|            | 
|10.36       |  | Option Agreement dated October 1, 2005 with George Mainas (7)                                                          
|            | 
|10.37       |  | Option Agreement dated October 1, 2005 with Corbin Bernsen (7)                                                         
|            | 
|10.39       |  | Option Agreement dated October 1, 2005 with Steven James Davis, A Professional Corporation (7)                         
|            | 
|10.50       |  | Promissory Note with Corbin Bernsen dated June 7, 2006 (8)                                                             
|            | 
|10.51       |  | Subscription Agreement with George Mainas Dated June 7, 2006 (8)                                                       
|            | 
|10.52       |  | Note Conversion Agreement with Mr. Bernsen dated July 11, 2006 (9)                                                     
|            | 
|10.53       |  | Assignment Agreement with Mr. Bernsen dated July 11, 2006 (9)                                                          
|            | 
|10.54       |  | Settlement Agreement with Michael Wittlin dated July 18, 2006 (9)                                                      
|            | 
|10.55       |  | Note Conversion Agreement with Michael Wittlin dated July 18, 2006 (9)                                                 
|            | 
|10.56       |  | Consulting Agreement with CRG Partners, Inc. dated April 4, 2007(10)                                                   
|            | 
|10.57       |  | Consulting Agreement with Securities Compliance Inc. and Mark Smith dated May 16, 2007(11)                             
|            | 
|10.58       |  | Operating Agreement for DOD LLC dated January 11, 2007 (12)                                                            
|            | 
|10.59       |  | Film Financing Agreement for DOD LLC dated February 7, 2007 (12)                                                       
|            | 
|10.60       |  | Share Purchase Offer and Subscription Agreement dated August 16, 2007(13)                                              
|            | 
|10.61       |  | Debt Conversion Agreement with F. James McCarl dated November 12, 2007(14)                                             
|            | 
|10.62       |  | Debt Conversion Agreement with Thomas Szabo dated November 12, 2007(14)                                                
|            | 
|10.63       |  | Subscription and Debt Conversion Agreement with George Mainas dated November 12, 2007(14)                              
|            | 
|10.64       |  | Settlement Agreement and Mutual Release with Savvior Technology Solutions dated November 16, 2007(14)                  
|            | 
|10.65       |  | 2007 Equity Incentive Plan (14)                                                                                        
|            | 
|10.66       |  | Project Management Agreement with Mr. Bernsen dated March 18, 2008 (15)                                                
|            | 
|10.67       |  | Co-Development Agreement dated April 2, 2008 with Fuqua Films, Inc. (16)                                               
|            | 
|10.68       |  | Subscription Agreement dated April 8, 2008 with George Mainas (16)                                                     
|            | 
|10.69       |  | Subscription Agreement dated April 8, 2008 with Kevin M. Kearney (16)                                                  
|            | 
|10.70       |  | Consulting Agreement between the Company and CRG Partners, Inc. dated as of April 22, 2008 (17)                        
|            | 
|10.71       |  | Subscription Agreement dated May 21, 2008 with Kevin Kearney (18)                                                      
|            | 
|10.72       |  | Subscription and Debt Conversion Agreement dated June 2, 2008 with George Mainas (18)                                  
|            | 
|14.1        |  | Code of Business Conduct and Ethics adopted June 16, 2004 (3)                                                          
|            | 
|16          |  | Letter from Burnham and Schumm P.C. dated April 29, 2008 (17)                                                          



24



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|   |  |                                                                                                                                                               
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | 
|21 |  | Listing of Subsidiaries (19)                                                                                                                                  
|   | 
|31 |  | Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended, by Chief Executive Officer and principal financial officer (19)
|   | 
|32 |  | Certification pursuant to 18 U.S.C. §1350 by Chief Executive Officer and principal financial officer (19)                                                     



|(1) | Incorporated by reference from the Companys Form 10-SB, as filed on March 9, 2000.
|--- | -----------------------------------------------------------------------------------

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

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

|(4) | Incorporated by reference from Amendment No. 2 to the Companys Form SB-2, as filed June 29, 2004.
|--- | --------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference from the Companys report on Form 8-K, as filed on June 22, 2007.
|--- | -------------------------------------------------------------------------------------------

|(6) | Incorporated by reference from Amendment No. 3 to the Companys Form SB-2, as filed September 1, 2004.
|--- | ------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference from the Companys quarterly report on Form 10-QSB for the period ended August 31, 2005, as filed on October 24, 2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference from the Companys annual report on Form 10-KSB for the period ended February 28, 2007 as filed on June 13, 2007.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference from the Companys quarterly report on Form 10-QSB for the quarterly period ended May 31, 2006 as filed on July 20, 2006.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference from the Companys report on Form 8-K, as filed on April 6, 2007.
|---- | -------------------------------------------------------------------------------------------

|(11) | Incorporated by reference from the Companys report on Form 8-K, as filed on May 23, 2007.
|---- | ------------------------------------------------------------------------------------------

|(12) | Incorporated by reference from the Companys report on Form 10KSB, as filed on June 13, 2007.
|---- | ---------------------------------------------------------------------------------------------

|(13) | Incorporated by reference from the Companys report on Form 8-K, as filed on August 21, 2007.
|---- | ---------------------------------------------------------------------------------------------

|(14) | Incorporated by reference from the Companys report on Form 8-K, as filed on November 16, 2007.
|---- | -----------------------------------------------------------------------------------------------

|(15) | Incorporated by reference from the Companys report on Form 8-K, as filed on March 28, 2008.
|---- | --------------------------------------------------------------------------------------------

|(16) | Incorporated by reference from the Companys report on Form 8-K, as filed on April 8, 2008.
|---- | -------------------------------------------------------------------------------------------

|(17) | Incorporated by reference from the Companys report on Form 8-K, as filed on April 29, 2008.
|---- | --------------------------------------------------------------------------------------------

|(18) | Incorporated by reference from the Companys report on Form 8-K, as filed on June 5, 2008.
|---- | ------------------------------------------------------------------------------------------

|(19) | Attached as an exhibit to this report.
|---- | --------------------------------------

(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 (see Item 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE).

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.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The Company paid an aggregate of
$24,726 and $23,372, respectively, to its principal accountant for the audit of its annual financial statements and review of its financial statements included on Form 10-QSB and for services normally provided in connection with the statutory and
regulatory filings or engagements for the fiscal years ended February 29, 2008 and February 28, 2007.

Audit-Related Fees

There were not payments for audit-related fees for the fiscal years ended February 29, 2008 and February 28, 2007.



25



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##### Table of Contents

Tax Fees

The Company
paid an aggregate of $1,500 and $1,500, respectively, to its principal accountant for services related to tax compliance, tax advice and tax planning for the fiscal year ended February 29, 2008 and February 28, 2007. Such services
comprised: preparation of federal and state corporate tax returns.

All Other Fees

The Company paid no other fees to its principal accountant for products and services provided, other than those previously described, for the fiscal years ended February 29, 2008 and February 28, 2007.

Audit Committee Pre-Approval Policies

We have not yet
appointed an audit committee, and our board of directors currently acts as our audit committee. The Board of Directors has approved all of the fees paid and identified herein to the Companys principal accountant.

SIGNATURES

In accordance with Section 13 or
15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                    |  |  |  |                          |  |                        
|------------------- |  |  |  | ------------------------ |  | -----------------------
|                    |  |  |  | Public Media Works, Inc.
|                    |  |  |  | (Registrant)            
|                    |  | 
|Date: July 14, 2008 |  |  |  | /s/ Al Hayes            
|                    |  |  |  | By:                      |  | Al Hayes               
|                    |  |  |  | Title:                   |  | Chief Executive Officer

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



|                  |  |  |  |                                                                     |  |              
|----------------- |  |  |  | ------------------------------------------------------------------- |  | -------------
|/s/ Al Hayes      |  |  |  |                                                                     |  |              
|Al Hayes          |  |  |  | Chief Executive Officer, Secretary, and principal financial officer |  | July 14, 2008
|                  |  |  | 
|/s/ George Mainas |  |  |  |                                                                     |  |              
|George Mainas     |  |  |  | Director                                                            |  | July 14, 2008
|                  |  |  | 
|/s/ Kevin Kearney |  |  |  |                                                                     |  |              
|Kevin Kearney     |  |  |  | Director                                                            |  | July 14, 2008



26



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##### Table of Contents

PUBLIC MEDIA WORKS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

TABLE OF CONTENTS



|                                                                                                              |  |     
|------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                              |  | Page
|CONSOLIDATED FINANCIAL STATEMENTS                                                                             |  |     
|Report of Independent Registered Public Accounting Firm-Squar, Milner, Peterson, Miranda &
Williamson         |  | F-1 
|Report of Independent Registered Public Accounting Firm-Burnham & Schumm, P.C.                                |  | F-2 
|Consolidated Balance Sheets as of February 29, 2008 and February 28, 2007                                     |  | F-3 
|Consolidated Statements of Operations for the years ended February 29, 2008 and February 28,
2007             |  | F-4 
|Consolidated Statements of Stockholders Deficit for the years ended February 29, 2008 and February 
28, 2007 |  | F-5 
|Consolidated Statements of Cash Flows for the years ended February 29, 2008 and February 28,
2007             |  | F-7 
|Notes to Consolidated Financial Statements                                                                    |  | F-10

,



---

##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSQUAR, MILNER,
PETERSON, MIRANDA & WILLIAMSON, LLP

To the Board of Directors and Stockholders

of Public Media Works, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Public Media
Works, Inc. and subsidiaries (the Company) as of February 29, 2008 and the related consolidated statements of operations, stockholders equity and cash flows for the year then ended. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on the consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that were appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Public Media Works, Inc. and subsidiaries as of February 29, 2008 and
the consolidated results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Notes 1 and 4 to the financial statements, the Company has incurred
significant recurring net losses and negative cash flows from operating activities through February 29, 2008 and at February 29, 2008, it has an accumulated deficit of $4,618,288. These factors raise substantial doubt about the
Companys ability to continue as a going concern. Managements plans as to these matters are described in Note 4. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

/s/ Squar, Milner, Peterson, Miranda, & Williamson, LLP

Newport Beach, California

July 11, 2008



F-1



---

##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMBURNHAM &
SCHUMM, P.C.

To the Board of Directors and Stockholders

of Public Media Works, Inc.

We have audited the accompanying consolidated balance sheet of Public Media Works, Inc. and subsidiaries (a Delaware
corporation) as of February 28, 2007 and the related consolidated statements of operations, stockholders equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Public Media Works, Inc. and subsidiaries as of February 28, 2007 and the results of its operations and its cash
flows for the year then ended in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has incurred significant recurring new losses and negative cash flows from operating activities through
February 28, 2007. These factors raise substantial doubt about the Companys ability to continue as a going concern. Managements plans as to these matters are described in Note 4. The accompanying financial statements do not include any
adjustments that might result form the outcome of this uncertainty.

/s/ Burnham & Schumm, P.C.

Salt Lake City, Utah

May 18, 2007



F-2



---

##### Table of Contents

PUBLIC MEDIA WORKS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

FEBRUARY
29, 2008 AND 2007



|                                                                                                             |  |      |            |   |      |   |            |  
|------------------------------------------------------------------------------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                                                             |  | 2008 |            |   | 2007 |  
|Assets                                                                                                       |  |      |            |   |      |   |            |  
|Current Assets:                                                                                              |  |      |            |   |      |   |            |  
|Cash                                                                                                         |  | $    | 1,212      |   |      | $ | 6,802      |  
|Prepaid expenses and deposits                                                                                |  |      | 4,741      |   |      |   | 6,006      |  
|                                                                                                             |  |      |            |   |      |   |            |  
|Total current assets                                                                                         |  |      | 5,953      |   |      |   | 12,808     |  
|Equipment, net                                                                                               |  |      | 2,279      |   |      |   | 5,890      |  
|Film development costs                                                                                       |  |      | 248,390    |   |      |   | 317,186    |  
|                                                                                                             |  |      |            |   |      |   |            |  
|Total Assets                                                                                                 |  | $    | 256,622    |   |      | $ | 335,884    |  
|                                                                                                             |  |      |            |   |      |   |            |  
|Liabilities and Stockholders Deficit                                                                        |  |      |            |   |      |   |            |  
|Current Liabilities:                                                                                         |  |      |            |   |      |   |            |  
|Accounts payable and accrued expenses                                                                        |  | $    | 59,454     |   |      | $ | 141,215    |  
|Due to creditor                                                                                              |  |      | 25,000     |   |      |   |           |  
|Related party advances                                                                                       |  |      | 22,500     |   |      |   | 17,000     |  
|Film participation interests                                                                                 |  |      | 120,000    |   |      |   | 120,000    |  
|Accrued interest on notes payable to stockholders                                                            |  |      | 285,442    |   |      |   | 225,834    |  
|Notes payable to stockholders                                                                                |  |      | 608,980    |   |      |   | 693,117    |  
|Notes payable, line of credit, related party                                                                 |  |      | 182,622    |   |      |   | 182,622    |  
|                                                                                                             |  |      |            |   |      |   |            |  
|Total current liabilities                                                                                    |  |      | 1,303,998  |   |      |   | 1,379,788  |  
|                                                                                                             |  |      |            |   |      |   |            |  
|Stockholders Deficit:                                                                                       |  |      |            |   |      |   |            |  
|Common stock, $.0001 par value 100,000,000 shares authorized, 4,481,440 and 1,859,463 issued and outstanding |  |      | 448        |   |      |   | 186        |  
|Additional paid-in capital                                                                                   |  |      | 3,570,464  |   |      |   | 2,875,480  |  
|Accumulated deficit                                                                                          |  |      | (4,618,288 | ) |      |   | (3,919,570 | )
|                                                                                                             |  |      |            |   |      |   |            |  
|Total stockholders deficit                                                                                  |  |      | (1,047,376 | ) |      |   | (1,043,904 | )
|                                                                                                             |  |      |            |   |      |   |            |  
|Total Liabilities and Stockholders Deficit                                                                  |  | $    | 256,622    |   |      | $ | 335,884    |  
|                                                                                                             |  |      |            |   |      |   |            |  

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



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007



|                                                                  |  |      |           |   |      |   |           |  
|----------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                                                  |  | 2008 |           |   | 2007 |  
|Revenues                                                          |  | $    |          |   |      | $ | 5,875     |  
|                                                                  |  |      |           |   |      |   |           |  
|Total revenues                                                    |  |      |          |   |      |   | 5,875     |  
|                                                                  |  |     
|Cost of film development                                          |  |      | 4,770     |   |      |   |          |  
|Impairment of film development costs                              |  |      | 108,243   |   |      |   |          |  
|                                                                  |  |      |           |   |      |   |           |  
|                                                                  |  |     
|Gross profit (loss)                                               |  |      | (113,013  | ) |      |   | 5,875     |  
|                                                                  |  |      |           |   |      |   |           |  
|Expenses                                                          |  |      |           |   |      |   |           |  
|Other general administrative expenses                             |  |      | 192,782   |   |      |   | 89,976    |  
|Professional fees                                                 |  |      | 132,974   |   |      |   | 70,664    |  
|                                                                  |  |      |           |   |      |   |           |  
|Total expenses                                                    |  |      | 325,756   |   |      |   | 160,640   |  
|                                                                  |  |     
|Operating loss                                                    |  |      | (438,739  | ) |      |   | (154,765  | )
|                                                                  |  |      |           |   |      |   |           |  
|Other expense:                                                    |  |      |           |   |      |   |           |  
|Equity in losses on investment in limited liability company       |  |      | (2,215    | ) |      |   | (46,363   | )
|Loss on conversion of note payable to stockholders                |  |      | (186,500  | ) |      |   |          |  
|                                                                  |  |     
|Interest expense                                                  |  |      | (69,664   | ) |      |   | (56,745   | )
|                                                                  |  |      |           |   |      |   |           |  
|Total other expense                                               |  |      | (258,379  | ) |      |   | (103,108  | )
|                                                                  |  |      |           |   |      |   |           |  
|Loss before income taxes                                          |  |      | (697,118  | ) |      |   | (257,873  | )
|Provision for income taxes                                        |  |      | 1,600     |   |      |   | 1,600     |  
|                                                                  |  |      |           |   |      |   |           |  
|Net loss                                                          |  | $    | (698,718  | ) |      | $ | (259,473  | )
|                                                                  |  |      |           |   |      |   |           |  
|Net loss per common share  basic and diluted                     |  | $    | (.26      | ) |      | $ | (.15      | )
|                                                                  |  |      |           |   |      |   |           |  
|Weighted average number of shares outstanding  basic and diluted |  |      | 2,709,132 |   |      |   | 1,747,378 |  
|                                                                  |  |      |           |   |      |   |           |  

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



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT

FOR THE YEARS ENDED
FEBRUARY 29, 2008 AND 2007



|                                                                  |  |              |  |                          |     |  |                    |           |  |       |            |   |  |   |            |  
|----------------------------------------------------------------- |  | ------------ |  | ------------------------ | --- |  | ------------------ | --------- |  | ----- | ---------- | - |  | - | ---------- | -
|                                                                  |  | Common Stock |  | AdditionalPaid-inCapital |     |  |                    |           |  |      
|                                                                  |  | Shares       |  | Amount                   |     |  | AccumulatedDeficit |           |  | Total |           
|Balance, February 28, 2006                                        |  | 1,540,950    |  | $                        | 154 |  | $                  | 2,528,927 |  | $     | (3,660,097 | ) |  | $ | (1,131,016 | )
|Common stock issued for services rendered                         |  | 32,500       |  |                          | 3   |  |                    | 34,747    |  |       |           |   |  |   | 34,750     |  
|Common stock issued for $1.00 per share in June 7, 2006           |  | 50,000       |  |                          | 5   |  |                    | 49,995    |  |       |           |   |  |   | 50,000     |  
|Common stock issued for conversion of note principal and interest |  | 236,013      |  |                          | 24  |  |                    | 261,811   |  |       |           |   |  |   | 261,835    |  
|Net loss                                                          |  |             |  |                          |    |  |                    |          |  |       | (259,473   | ) |  |   | (259,473   | )
|                                                                  |  |              |  |                          |     |  |                    |           |  |       |            |   |  |   |            |  
|Balance, February 28, 2007                                        |  | 1,859,463    |  | $                        | 186 |  | $                  | 2,875,480 |  | $     | (3,919,570 | ) |  | $ | (1,043,904 | )
|                                                                  |  |              |  |                          |     |  |                    |           |  |       |            |   |  |   |            |  

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



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT

FOR THE YEARS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007



|                                                                                     |  |              |  |                          |     |  |                    |           |  |       |            |   |  |   |            |  
|------------------------------------------------------------------------------------ |  | ------------ |  | ------------------------ | --- |  | ------------------ | --------- |  | ----- | ---------- | - |  | - | ---------- | -
|                                                                                     |  | Common Stock |  | AdditionalPaid-inCapital |     |  |                    |           |  |      
|                                                                                     |  | Shares       |  | Amount                   |     |  | AccumulatedDeficit |           |  | Total |           
|Balance, February 28, 2007                                                           |  | 1,859,463    |  | $                        | 186 |  | $                  | 2,875,480 |  | $     | (3,919,570 | ) |  | $ | (1,043,904 | )
|Common stock issued for services rendered                                            |  | 15,000       |  |                          | 1   |  |                    | 77,999    |  |       |            |   |  |   | 78,000     |  
|Common stock issued for $2.00 per share in March 2007                                |  | 50,000       |  |                          | 5   |  |                    | 99,995    |  |       |            |   |  |   | 100,000    |  
|Common stock issued between $.10 and $.30 per share between August and November 2007 |  | 716,667      |  |                          | 72  |  |                    | 154,928   |  |       |            |   |  |   | 155,000    |  
|Fair value of stock options at grant date, November 12, 2007                         |  |              |  |                          |     |  |                    | 31,000    |  |       |            |   |  |   | 31,000     |  
|Common stock issued for conversion of note principal and interest                    |  | 1,840,310    |  |                          | 184 |  |                    | 331,246   |  |       |            |   |  |   | 331,246    |  
|Net loss                                                                             |  |             |  |                          |    |  |                    |          |  |       | (698,718   | ) |  |   | 699,718    |  
|                                                                                     |  |              |  |                          |     |  |                    |           |  |       |            |   |  |   |            |  
|Balance, February 29, 2008                                                           |  | 4,481,440    |  | $                        | 448 |  | $                  | 3,570,464 |  | $     | (4,618,288 | ) |  | $ | (1,047,376 | )
|                                                                                     |  |              |  |                          |     |  |                    |           |  |       |            |   |  |   |            |  

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



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007



|                                                                        |  |      |          |   |      |   |          |  
|----------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|                                                                        |  | 2008 |          |   | 2007 |  
|Cash flows from operating activities:                                   |  |      |          |   |      |   |          |  
|Net loss                                                                |  | $    | (698,718 | ) |      | $ | (259,473 | )
|                                                                        |  |     
|Adjustments to reconcile net loss to cash used by operating activities: |  |      |          |   |      |   |          |  
|Fair value of stock options at grant date                               |  |      | 31,000   |   |      |   |         |  
|Expenses incurred to related party creditors                            |  |      |         |   |      |   | 18,345   |  
|Loss on disposal of equipment and investment in LLC                     |  |      | 2,215    |   |      |   | 46,363   |  
|Depreciation                                                            |  |      | 3,611    |   |      |   | 3,702    |  
|Film development cost impairment loss                                   |  |      | 108,243  |   |      |   |         |  
|Common stock issued for services and expenses                           |  |      | 78,000   |   |      |   | 34,750   |  
|Loss on Conversion of notes payable to shares                           |  |      | 186,500  |   |      |   |         |  
|                                                                        |  |     
|Changes in operating assets and liabilities:                            |  |      |          |   |      |   |          |  
|Decrease in accounts receivable                                         |  |      |         |   |      |   | 994      |  
|(Increase) decrease in prepaid expenses and deposits                    |  |      | 1,265    |   |      |   | (6,006   | )
|Increase (decrease) in accounts payable and accrued expenses            |  |      | (30,363  | ) |      |   | 37,930   |  
|Due to creditor                                                         |  |      | 25,000   |   |      |   |          |  
|Due to related parties                                                  |  |      | 5,500    |   |      |   |          |  
|Accrued interest                                                        |  |      | 59,608   |   |      |   |          |  
|Film development costs capitalized                                      |  |      | (39,447  | ) |      |   | (250,686 | )
|                                                                        |  |      |          |   |      |   |          |  
|Net cash used by operating activities:                                  |  |      | (267,586 | ) |      |   | (374,081 | )
|                                                                        |  |      |          |   |      |   |          |  
|Cash flows from investing activities:                                   |  |      |          |   |      |   |          |  
|Purchase of equipment                                                   |  |      |         |   |      |   | (483     | )
|                                                                        |  |      |          |   |      |   |          |  
|                                                                        |  |     
|Net cash used by investing activities                                   |  | $    |         |   |      | $ | (483     | )
|                                                                        |  |      |          |   |      |   |          |  



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

FOR THE YEARS ENDED
FEBRUARY 29, 2008 AND 2007



|                                                   |  |      |         |   |      |   |         |  
|-------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                   |  | 2008 |         |   | 2007 |  
|Cash flows from financing activities:              |  |      |         |   |      |   |         |  
|Issuance of common stock                           |  | $    | 215,000 |   |      | $ | 50,000  |  
|Proceeds from related party borrowings             |  |      | 57,026  |   |      |   | 199,975 |  
|Repayment of related party borrowings              |  |      | (16,030 | ) |      |   | (6,000  | )
|Proceeds from related party advances               |  |      | 6,000   |   |      |   | 17,000  |  
|Proceeds from film participation interests         |  |      |        |   |      |   | 120,000 |  
|                                                   |  |      |         |   |      |   |         |  
|Net cash provided by financing activities          |  |      | 261,996 |   |      |   | 380,975 |  
|                                                   |  |      |         |   |      |   |         |  
|Net increase (decrease) in cash                    |  |      | (5,590  | ) |      |   | 6,411   |  
|Cash, beginning of period                          |  |      | 6,802   |   |      |   | 391     |  
|                                                   |  |      |         |   |      |   |         |  
|Cash, end of period                                |  | $    | 1,212   |   |      | $ | 6,802   |  
|                                                   |  |      |         |   |      |   |         |  
|Supplemental Disclosures of Cash Flow Information: |  |      |         |   |      |   |         |  
|Interest                                           |  | $    | 1,000   |   |      | $ |        |  
|                                                   |  |      |         |   |      |   |         |  
|Income taxes                                       |  | $    | 1,600   |   |      | $ | 1,600   |  
|                                                   |  |      |         |   |      |   |         |  

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



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##### Table of Contents

PUBLIC MEDIA WORKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

FOR THE YEARS ENDED
FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

Non-cash, investing and financing activities

During the year ended February 29, 2008:

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 in
the statement of operations over the three month term of the agreement.

On November 16, 2007, the Company issued 1,840,310 shares of its common stock
to three related party debt holders share upon conversion of $184,031 in notes payable.

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 with a value of $31,000. These stock options expire on November 12, 2012. All of these stock options vested on November 12, 2007.

During the year ended February 28, 2007:

On April 6, 2006,
the Company entered into a note payable conversion agreement. A $44,155 note payable was reduced to $10,000 by issuing 8,308 shares of common stock, which reduced the note payable by $34,155.

On April 6, 2006, the Company issued 7,500 shares of its common stock to an individual that provided consulting services. The consulting services were valued at
$9,750 and were expensed as part of general and administrative expenses. .

On July 18, 2006, the Company entered into two promissory note conversion
agreements. $227,680 of note principal was converted into 227,680 shares of common stock at $1.00 per share.

On July 18, 2006, the Company issued its
chief executive officer 25,000 shares of common stock at $1.00 per share for a total of $25,000 as compensation for work provided on various projects.

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



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PUBLIC MEDIA WORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29, 2008

1. Organization and Basis of Presentation

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.

Basis of Presentation

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 $698,718 during year ended
February 29, 2008, has an accumulated deficit of $4,618,288 at February 29, 2008 and has incurred net cash outflows from operating activities during the years ended February 29, 2008 and February 28, 2007 of approximately $267,586 and
$374,081, respectively. These factors raise 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. The Company 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 the Company be unable to continue as a going concern. (See NOTE 4 for additional information regarding managements plans)

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 loss per share, have been increased by a factor of 20 and shares have been divided by 20.

2. Restatement of Fiscal 2008 Interim
Financial Statements

Quarter Ended May 31, 2007

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.



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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.

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

Changes to
Unaudited Consolidated Balance Sheet



|                                                            |  |             |          |   |             |   |          |  
|----------------------------------------------------------- |  | ----------- | -------- | - | ----------- | - | -------- | -
|                                                            |  | As Reported |          |   | As Restated |  
|Quarter Ended May 31, 2007                                  |  |             |          |   |             |   |          |  
|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 shareholders deficit                 |  | $           | 334,335  |   |             | $ | 323,200  |  
|                                                            |  |            
|Changes to Consolidated Statement of Operations             |  |             |          |   |             |   |          |  
|Operating expenses                                          |  |             | 0        |   |             |   | (11,135  | )
|General & administrative expenses                           |  |             | (154,851 | ) |             |   | (126,251 | )
|Equity in losses of investment in limited liability company |  |             | 0        |   |             |   | (2,215   | )
|Net loss                                                    |  |             | (171,449 | ) |             |   | (146,864 | )
|Loss per common share  basic and diluted                   |  |             | (.09     | ) |             |   | (.08     | )

Quarter Ended August 31, 2007

The Company did not properly account for share based compensation related to services provided by an investors relation group. As a result, an understatement of general & administrative expenses and net
loss by $28,600 occurred in the second quarter ended August 31, 2007.

Changes to Consolidated Statement of Operations



|                                              |  |             |   |  |             |  
|--------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                              |  | As Reported |   |  | As Restated |  
|General & administrative expenses             |  | (50,566     | ) |  | (79,166     | )
|Net loss                                      |  | (65,459     | ) |  | (94,059     | )
|Net loss per common share  basic and diluted |  | (.05        | ) |  | (.13        | )

Quarter Ended November 30, 2007

An error occurred in the Companys calculation of the value of options granted for professional services on November 12, 2007, which resulted in an understatement of the Companys net loss by $12,640,
and an understatement of additional-paid-in-capital in the amount of $12,640. Also on November 12, 2007, the Company did not account for the debt conversion and private placement, which resulted in an understatement of the Companys net
loss and accumulated deficit in the amount of $186,500 for the third quarter ended November 30, 2007.



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Changes to Unaudited Consolidated Balance Sheet



|                                                |  |             |            |   |             |   |            |  
|----------------------------------------------- |  | ----------- | ---------- | - | ----------- | - | ---------- | -
|                                                |  | As Reported |            |   | As Restated |  
|Additional-paid-in-capital                      |  | $           | 3,370,608  |   |             | $ | 3,569,748  |  
|Accumulated deficit                             |  |             | (4,278,224 | ) |             |   | (4,477,364 | )
|Total Stockholders Deficit                     |  |             | (907,168   | ) |             |   | (907,168   | )
|Total Liabilities and Stockholders Deficit     |  | $           | (907,168   | ) |             | $ | (907,168   | )
|                                                |  |            
|Changes to Consolidated Statement of Operations |  |             |            |   |             |   |            |  
|Professional fees                               |  | $           | 34,460     |   |             | $ | 47,100     |  
|Operating loss                                  |  |             | (108,300   | ) |             |   | (120,340   | )
|Net loss                                        |  |             | (121,746   | ) |             |   | (320,586   | )
|Loss per common share  basic and diluted       |  |             | (.05       | ) |             |   | (.13       | )

3. Summary of Significant Accounting Policies

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. We base our estimates on historical experience and on various other assumptions
that we believe 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. Significant estimates and assumptions included in the Companys consolidated financial statements relate to evaluating the carrying value of film development costs and related
amortization, film participation interests, estimate of loss contingencies, accruals and stock based compensation.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and DOD, LLC, a wholly owned subsidiary. All significant inter-company
accounts and transactions have been eliminated in consolidation.

Financial Instruments

Statement of Financial Accounting Standards (SFAS) No. 107, Disclosure About Fair Value of Financial Instruments, requires disclosure of fair
value information about financial instruments when it is practicable to estimate that value. The carrying amount of the Companys cash, accounts payable and accrued expenses approximates their estimated fair values due to the short-term
maturities of those financial instruments.

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.



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Equipment

Equipment is recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the useful lives of the related assets ranging from three to five years. Expenditures for maintenance and repairs
are expensed when incurred and betterments are capitalized. Gains and losses on sale of equipment are reflected in operations.

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s policy is to write off film development costs after three years if the film or television show has not been financed for production or began successful distribution.

Revenue Recognition

Revenue from the sale or licensing of
films is recognized upon meeting all recognition requirements of Statement of Position 00-2 Accounting by Producers or Distributors of Films (SOP 00-2). Revenue from the theatrical release of feature films is recognized at
the time of exhibition based on the Companys participation in box office receipts. Revenue from the sale of DVDs in the retail market, net of an allowance for estimated returns and other allowances, is recognized on the later of receipt by the
customer or street date (when it is available for sale by the customer). Under revenue sharing arrangements, rental revenue is recognized when the Company is entitled to receipts and such receipts are determinable. Revenue from sales to
international territories are recognized when access to the feature film has been granted or delivery has occurred, as required under the sales contract, and the right to exploit the feature film has commenced. For multiple media rights contracts
with a fee for a single film or television program where the contract provides for media holdbacks (defined as contractual media release restrictions), the fee is allocated to the various media based on managements assessment of the relative
fair value of the rights to exploit each media and is recognized as each holdback is released. For multiple-title contracts with a fee, the fee is allocated on a title-by-title basis, based on managements assessment of the relative fair value
of each title. Revenues of $5,875 were earned in fiscal year ended February 28, 2007 for developing a game show called Carry Your Weight.

Advertising and Promotions

The Company expenses all advertising and promotion costs as incurred. For the years ended
February 29, 2008 and February 28, 2007, advertising expense was $5,675 and $2,160, respectively.



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Income Taxes

The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax asset and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measure using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized against
deferred tax assets when it is more likely than not that the assets will not be realized.

In May 2007, the FASB issued Staff Position FIN 48-1,
Definition of Settlement in FASB Interpretation No. 48 (FSP FIN 48-1), which amends FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement
No. 109 (FIN 48, together with FSP FIN 48-1 referred as FIN 48, as amended). As of March 1, 2007, we adopted the provisions of FIN 48, as amended, which clarify the accounting for uncertainty in income taxes
recognized in an enterprises financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48, as amended, prescribes a recognition threshold and measurement attribute for financial statement
recognition and measurement of a tax position an entity takes or expects to take in a tax return. To recognize a tax position, the tax position must be more-likely-than-not sustainable upon examination by the relevant taxing authority, and the
relevant measurement of the position must be the largest amount of benefit that we would more than 50% likely realize upon settlement. We would recognize the benefit of a position in the interim reporting period during which it meets the threshold,
unless we effectively settle it earlier through examination, negotiation, or litigation or the applicable statute of limitations period expires.

The
Company did not recognize any additional liability for unrecognized tax benefit as a result of the implementation. As of February 29, 2008, the Company did not increase or decrease liability for unrecognized tax benefit related to tax
positions in prior period nor did the company increase its liability for any tax positions in the current year. Furthermore, there were no adjustments to the liability or lapse of statute of limitation or settlements with taxing authorities.

Net Loss Per Common Share  basic and diluted

Net loss per common share is computed by dividing loss available to common shareholders by the weighted average common shares issued and outstanding. Net loss is divided by the weighted average number of common shares issued and outstanding
for each period adjusted by amounts representing the dilutive effect of stock options outstanding. The effects of 325,000 stock options are excluded from the computation of diluted earnings per common share in periods in which the effect would be
anti-dilutive Dilutive potential common shares are calculated using the treasury stock method.

Stock-Based Compensation

On March 1, 2006 the Company 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, the Company 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 awarded  the requisite service period. The Company determines the grant-date fair value of employee share options using the Black-Scholes
option-pricing model.

Under the modified prospective approach, SFAS 123R applies to new awards and to awards that were outstanding on March 1, 2006
that are subsequently modified, repurchased, or cancelled. Prior periods were not restated to reflect the impact of adopting the new standard.



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Significant Recent Accounting Pronouncements

In July 2006, the FASB issued Financial Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, which clarifies the
accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN No. 48 provides that a tax benefit from an uncertain tax position may be
recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a
more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. This interpretation also provides guidance on measurement, de-recognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes, on March 1, 2007. The Company did not recognize any additional liability for unrecognized tax benefit as a result of the implementation. The Company will recognize interest and penalties related to unrecognized tax benefits within
the income tax expense line in the accompanying consolidated statement of operations. As of February 29, 2008 the Company has not recognized liabilities for penalty and interest as the Company does not have liability for unrecognized tax
benefits.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines
fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This Statement focuses on creating consistency and comparability in fair value measurements. SFAS No. 157 is effective for
fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently evaluating the impact of adopting SFAS 157 on our financial statements and believe it is unlikely to adversely effect the
Companys financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities (SFAS No. 159) which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be
measured at fair value. SFAS No. 159 will be effective for us on January 1, 2008. We are currently evaluating the impact of adopting SFAS No. 159 on our financial position, cash flows, and results of operations, and believe it is
unlikely to have a material adverse impact.

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.



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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

Reclassifications

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

4. Going Concern and Liquidity Matters

The accompanying 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 $698,718 during year ended February 29, 2008, and has incurred net
cash outflows from operating activities during the years ended February 29, 2008 and February 28, 2007 of approximately $267,586 and $374,081, respectively. These factors create substantial doubt as to the Companys ability to
continue as a going concern.

As of the date of this report, 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 the project; and the Companys election to change its production schedule for new projects.

The Company does not currently have any funding for any of the projects described above under the headings Other Film Projects or
Television Projects, and there can be no assurances that the Company will secure the funding necessary to develop the projects any further or secure a TV network order for any of the television projects. The Company has not generated any
significant revenues from these projects as of the date of this report, and there can be no assurances the Company 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. The Company 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 the Company be unable to continue as a going concern.

5. Film Development Costs

At February 29, 2008 and February 28, 2007, the Company has capitalized $248,390 and $317,186,
respectively for film development costs. In January 2007, the Company started production of a movie titled Donna On Demand. At February 29, 2008, $239,340 has been capitalized for the production of this movie which is currently
commencing distribution.



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On September 6, 2005, the company purchased the rights to A Taste of History and Run N
Gun (Rights) for $62,500 from World Equities, LLC. A shareholder and director of the Company is also a member of World Equities, LLC. The Company has determined that the Rights should be written off as of February 29, 2008, as
there is no active market for the two projects.

During 2007, the Company paid $9,050 for two movie scripts. In 2004 the Company purchased a movie script
for $4,000 called The Action. At February 29, 2008, the script is over three years old and has not been developed; therefore, it has been expensed in the accompanying consolidated statements of operations.

6. 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 $2,215 for the year ended February 29, 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 results of operations and financial position of
Dead Air, LLC at February 29, 2008 and for the period from April 20, 2007 (inception) through February 29, 2008 are as follow:



|                              |  |   |        |  
|----------------------------- |  | - | ------ | -
|Current Assets                |  | $ | 14,040 |  
|Film Development Costs        |  |   | 33,823 |  
|                              |  |   |        |  
|Total Assets                  |  | $ | 47,863 |  
|                              |  |   |        |  
|                              | 
|Current Liabilities           |  |   | 78     |  
|Film Participation Interest   |  |   | 50,000 |  
|Deficit                       |  |   | (2,215 | )
|                              |  |   |        |  
|Total Liabilities and Deficit |  | $ | 47,863 |  
|                              |  |   |        |  
|                              | 
|Total Expenses                |  | $ | 2,715  |  
|Other Income                  |  |   | (500   | )
|                              |  |   |        |  
|Net Loss                      |  | $ | 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 Costs and SOP 00-2.

7. Equipment

Equipment comprises the following at February 29, 2008 and February 28, 2007:



|                                     |  |      |        |      |   |       
|------------------------------------ |  | ---- | ------ | ---- | - | ------
|                                     |  | 2008 |        | 2007
|Furniture and leasehold improvements |  | $    | 2,554  |      | $ | 2,554 
|Computer and office equipment        |  |      | 36,190 |      |   | 36,190
|                                     |  |      |        |      |   |       
|                                     |  |      | 38,774 |      |   | 38,774
|Less: accumulated depreciation       |  |      | 36,465 |      |   | 32,884
|                                     |  |      |        |      |   |       
|Equipment, net                       |  | $    | 2,279  |      | $ | 5,890 
|                                     |  |      |        |      |   |       

Depreciation expense for the years ended February 29, 2008 and February 28, 2007 was $3,611 and $3,702,
respectively.



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8. 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.

9. Note Payable, Line of Credit, 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 February 29, 2008, the outstanding balance is $182,622 and is due
on demand.

10. Note Payable, Stockholders

Stockholder notes payable consist of the following at February 29, 2008 and February 28, 2007:



|                                                                                                                                                                               |  |      |         |      |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ------- | ---- | - | -------
|                                                                                                                                                                               |  | 2008 |         | 2007
|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. |  | $    | 442,947 |      | $ | 465,727
|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 four individuals, also stockholders of the Company, interest is being charged at 6% per annum, the notes are unsecured and
due on demand.                     |  |      | 49,318  |      |   | 110,675
|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.                          |  |      | 100,000 |      |   | 100,000
|                                                                                                                                                                               |  |      |         |      |   |        
|                                                                                                                                                                               |  | $    | 608,980 |      | $ | 693,117
|                                                                                                                                                                               |  |      |         |      |   |        

11. Common Stock

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

On May 31, 2007, the
Company filed a Definitive Information Statement (the Information Statement) pursuant to Section 14(a) of the Securities Exchange Act 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
effectuating the reverse stock split as of June 28, 2007.



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On April 6, 2006, the Company entered into a note payable conversion agreement. A $44,155 note payable was reduced
to $10,000 by issuing 8,308 shares of common stock.

On April 6, 2006, the Company issued 7,500 shares of its common stock to an individual that
provided consulting services. The consulting services are valued at $9,750 or $1.30 per share.

On June 7, 2006, the Company sold 50,000 shares of its
common stock at $1.00 per share for a total amount of $50,000.

On July 18, 2006, the Company entered into two promissory note conversion agreements.
$227,680 of note principal was converted into 227,680 shares of common stock at $1.00 per share.

On July 18, 2006, the Company issued its chief
executive officer 25,000 shares of common stock at $1.00 per share for a total of $25,000 as compensation for work provided on various projects.

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.

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.

12. Stock-Based Compensation

The Companys 2007 Equity
Incentive Plan (the Plan), which is not yet shareholder-approved, permits the grant of share options and shares to its employees and affiliates for up to one million shares of common stock. The Company believes that such awards better align the
interests of its employees and affiliates with those of its shareholders. Option awards are generally granted with an exercise price that approximates the market price of the Companys stock at the date of grant. At February 29, 2008, no
options have been granted under the Plan.

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 (outside of the Plan) 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 November 12, 2007.



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The compensation cost that has been charged against income for the stock options issued was $31,000 for the year ended
February 29, 2008 and -0- for the year ending February 28, 2007. The stock options that were granted were not part of the 2007 Equity Incentive Plan.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Because the Black-Scholes option valuation model incorporate ranges
of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on implied volatilities from traded options on the Companys stock, historical volatility of the Companys stock, and other factors. The Company uses
historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from estimates and represents the period of time that options granted are expected to be outstanding.
The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.



|                          |  |                            |   |  |                            |  
|------------------------- |  | -------------------------- | - |  | -------------------------- | -
|                          |  | Year endedFebruary 29,2008 |   |  | Year endedFebruary 28,2007 |  
|Expected volatility       |  | 112.73                     | % |  | 140.05                     | %
|Expected dividends        |  | 0                          | % |  | 0                          | %
|Expected terms (in years) |  | 2.5                        |   |  | 1-3                        |  
|Risk-free rate            |  | 3.75                       | % |  | 2.75                       | %

A summary of option activity as of February 29, 2008 and February 28, 2007, and changes during the year
then ended is presented below:



|                                 |  |         |   |  |                       |      |                                 |      |                         |   |        
|-------------------------------- |  | ------- | - |  | --------------------- | ---- | ------------------------------- | ---- | ----------------------- | - | -------
|Options                          |  | Shares  |   |  | WeightedExercisePrice |      | RemainingContractualTerm(Years) |      | AggregateIntrinsicValue
|Outstanding at February 28, 2006 |  | 175,000 |   |  | $                     | 5.00 |                                 | 2.6  |                         | $ | 470,058
|Granted                          |  |        |   |  |                       |     |                                 |      |                         |   |        
|Exercised                        |  |        |   |  |                       |     |                                 |      |                         |   |        
|Forfeited or expired             |  | (50,000 | ) |  |                       | 5.00 |                                 |      |                         |   |        
|                                 |  |         |   |  |                       |      |                                 |      |                         |   |        
|Outstanding at February 28, 2007 |  | 125,000 |   |  | $                     | 5.00 |                                 | 1.6  |                         |   |        
|Granted                          |  | 200,000 |   |  |                       | .10  |                                 | 3.0  |                         |   |        
|Exercised                        |  |        |   |  |                       |     |                                 |      |                         |   |        
|Forfeited or expired             |  |        |   |  |                       |     |                                 |      |                         |   |        
|                                 |  |         |   |  |                       |      |                                 |      |                         |   |        
|Outstanding at February 29, 2008 |  | 325,000 |   |  | $                     | 1.99 |                                 | 3.15 |                         | $ | 557,209
|                                 |  |         |   |  |                       |      |                                 |      |                         |   |        
|Exercisable at February 29, 2008 |  | 325,000 |   |  | $                     | 1.99 |                                 | 3.15 |                         | $ | 557,209
|                                 |  |         |   |  |                       |      |                                 |      |                         |   |        

The weighted-average grant-date fair value of options granted during the years ended February 29, 2008 and
February 28, 2007 was $31,000 and $-0-. The total fair value of options exercised during the years ended February 29, 2008 and February 28, 2007 was $-0-. There is no unvested compensation at February 29, 2008.

13. Income Taxes

On July 13, 2006, the FASB issued
Interpretation No. 48, Accounting for Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109(FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in an entitys
financial statements in accordance with SFAS No. 109, Accounting for Income Taxes, and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a
tax return. Under FIN 48, the impact of



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an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely  than-not to be sustained upon
audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FIN 48 provides guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.

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 Companys practice is to recognize interest and/or penalties related to
income tax matters in income tax expense. During the twelve months ended February 29, 2008, the Company did not recognize any interest or penalties. Upon adoption of FIN 48 on March 1, 2007, the Company did not record any
interest or penalties.

The adoption of FIN 48 did not impact the Companys financial condition, results of operations or cash flows. At
February 29, 2008, the Company had net deferred tax assets of approximately $1.457 million. Due to uncertainties surrounding the Companys ability to generate future taxable income to realize these assets, a full valuation has been
established to offset the net deferred tax asset. Additionally, the future utilization of the companys net operating loss carry forwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes
that may have occurred previously or that could occur in the future. The Company has not yet determined whether such an ownership change has occurred. Until this analysis has been completed the Company has removed the deferred tax assets
associated with these carry forwards from its deferred tax asset schedule and has recorded a corresponding decrease to their valuation allowance.

The
provision for income tax consists of the following components at February 29, 2008 and February 28, 2007:



|                     |  |      |       |      |   |      
|-------------------- |  | ---- | ----- | ---- | - | -----
|                     |  | 2008 |       | 2007
|Current:             |  |      |       |      |   |      
|Federal income taxes |  | $    |      |      | $ |     
|State income taxes   |  |      | 1,600 |      |   | 1,600
|Deferred             |  |      |      |      |   |     
|                     |  |      |       |      |   |      
|                     |  | $    | 1,600 |      | $ | 1,600
|                     |  |      |       |      |   |      



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



|                                         |  |                                   |          |   |                                   |   |         |  
|---------------------------------------- |  | --------------------------------- | -------- | - | --------------------------------- | - | ------- | -
|                                         |  | For the yearendedFebruary 29,2008 |          |   | For the yearendedFebruary 28,2007 |  
|Expected tax benefit using regular rates |  | $                                 | (174,154 | ) |                                   | $ | (87,677 | )
|State minimum tax                        |  |                                   | 1,600    |   |                                   |   | 1,600   |  
|Valuation allowance                      |  |                                   | 174,154  |   |                                   |   | 87,677  |  
|                                         |  |                                   |          |   |                                   |   |         |  
|Tax Provision                            |  | $                                 | 1,600    |   |                                   | $ | 1,600   |  
|                                         |  |                                   |          |   |                                   |   |         |  

The Company has loss carry forwards totaling $3,554,024 that may be offset against future federal income taxes. If
not used, the carry forwards will expire as follows:



|     |  |                 |          
|---- |  | --------------- | ---------
|     |  | OperatingLosses
|2020 |  | $               | 380,704  
|2021 |  |                 | 128,030  
|2022 |  |                 | 125,383  
|2023 |  |                 | 657,670  
|2024 |  |                 | 921,821  
|2025 |  |                 | 578,518  
|2026 |  |                 | 257,319  
|2027 |  |                 | 504,579  
|     |  |                 |          
|     |  | $               | 3,554,024
|     |  |                 |          

In addition, the Company has a $125,000 capital loss carryover. The capital loss carryover expires, if not used,
during the year ended 2011. Pursuant to Internal Revenue Code Section 382, use of the Companys net operating loss carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within a three-year period.

14. 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 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 Kevin Kearney, an accredited investor. The issuance of the Companys shares of common stock was exempt from registration under
the Securities Act pursuant to Section 4(2) thereof.

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 will be expensed in the statement of operations.



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On April 8, 2008, the Company executed a Co-Development Agreement with Fuqua Films, Inc. pursuant to which 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 bank Without A Badge by Jerry Speziale. In connection with the Co-Development Agreement, the
Company raised $25,000 through the sale of a total 250,000 shares of its common stock at $.10 per share.

On March 18, 2008, the Company granted a
board member stock options to purchase up to 200,000 shares of its common stock at $.25 per share. These stock options expire on March 18, 2013 or 30 days after the option holders termination. All of the options vested on March 18, 2008.

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.

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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