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U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K





(Mark One)

|x | Annual report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended February 28, 2009
|- | --------------------------------------------------------------------------------------------------------------------------



| ̈ | 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)



|                                                    |  |           
|--------------------------------------------------- |  | ----------
|8840 Wilshire Blvd. Beverly Hills, California 90211 |  | 90211     
|(Address of principal executive offices)            |  | (Zip Code)

Issuers telephone number: (310) 358-3213





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-K or any amendment to this Form 10-K:   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files).    Yes   ̈    No   ̈

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



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

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 28, 2009 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): $537,206 as of May 7, 2009 (computed based on per share price of $.20 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 (2,686,034).

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest
practicable date: 5,286,458 shares outstanding as of May 7, 2009.

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









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Table of Contents



|                                                                                                       |  |     
|------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                       |  | Page
|                                                                                                       | 
|Part I                                                                                                 |  | 1   
|                                                                                                       | 
|Item 1 Description of Business                                                                         |  | 1   
|                                                                                                       | 
|Item 1A Risk Factors                                                                                   |  | 3   
|                                                                                                       | 
|Item 2 Description of Property                                                                         |  | 10  
|                                                                                                       | 
|Item 3 Legal Proceedings                                                                               |  | 10  
|                                                                                                       | 
|Item 4 Submission of Matters to a Vote of Security Holders                                             |  | 10  
|                                                                                                       | 
|Part II                                                                                                |  | 10  
|                                                                                                       | 
|Item 5 Market for Common Equity and Related Stockholder Matters Issuer Purchases of Equity Securities  |  | 10  
|                                                                                                       | 
|Item 6 Selected Financial Data                                                                         |  | 11  
|                                                                                                       | 
|Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations           |  | 11  
|                                                                                                       | 
|Item 7A Quantitative and Qualitative Disclosures About Market Risk                                     |  | 16  
|                                                                                                       | 
|Item 8 Financial Statements                                                                            |  | 16  
|                                                                                                       | 
|Item 9 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure            |  | 17  
|                                                                                                       | 
|Item 9A Controls and Procedures                                                                        |  | 17  
|                                                                                                       | 
|Item 9B Other Information                                                                              |  | 19  
|                                                                                                       | 
|Part III                                                                                               |  | 19  
|                                                                                                       | 
|Item 10 Directors, Executive Officers and Corporate Governance                                         |  | 19  
|                                                                                                       | 
|Item 11 Executive Compensation                                                                         |  | 21  
|                                                                                                       | 
|Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 24  
|                                                                                                       | 
|Item 13 Certain Relationships and Related Transactions, and Director Independence                      |  | 24  
|                                                                                                       | 
|Item 14 Principal Accountant Fees and Services                                                         |  | 26  
|                                                                                                       | 
|Part IV                                                                                                |  | 26  
|                                                                                                       | 
|Item 15 Exhibits and Reports on Form 8-K                                                               |  | 26  





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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-K. 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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PART I

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 also has plans to develop 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.



|                             |  |                                                                                                                                                                                                                                                                                       
|---------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Film Projects                |  | Status                                                                                                                                                                                                                                                                                
|Without A Badge            |  | 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
|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          |  | Development completed; TV Network Order Required                                                                                                                                                                                                                                      
|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, 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.

Company Interest in Limited
Liability Companies For Projects

On August 26, 2008, the Company executed a Purchase Agreement with Corbin Bernsen, and an entity owned by him,
providing for the sale of certain Company limited liability company interests and projects. The agreement provided for the sale of the Companys entire membership interests in DOD, LLC and Dead Air, LLC and for the Company to resign as the
manager of each; the Companys sale of one-half of its 40% interest in the production of the film Car Pool Guy; and the Companys sale of one-half interest in the script for the film 3 Day Test. In consideration for
the assets, Mr. Bernsen agreed to forgive all of the Company debt to him (in the approximate amount of $55,000) and agreed to pay the Company future royalty payments from the projects. The Company received the right to receive royalty payments
in the amount of 12.5% of any future distributions from DOD, LLC and 10% of any future distributions from Dead Air, LLC. DOD, LLC owns and develops the film Donna On Demand and Dead Air, LLC owns and develops the film Dead
Air.



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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 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
|The Ultimate 18        |  | Television   |  | Script
|Run and Gun            |  | Television   |  | Script
|The Action             |  | Feature Film |  | Script
|Fastest Car in America |  | Television   |  | Script
|The Circuit            |  | Television   |  | 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 28, 2009, 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.



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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 one individual. The Company considers its relations with its employees to be good, and does not have any employment agreements.

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 1A RISK FACTORS

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.



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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 on 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 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
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------



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| |  | 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.

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.



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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.

We require additional financing to sustain our operations and without it we may not be able to continue operations. At February 28, 2009, 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 will need to raise additional 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 28, 2009, we had cumulative net losses of ($5,051,133) and we had net loss in the year ended February 28, 2009 of ($432,845). 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 reports for the fiscal years ended
February 28, 2009 and February 29, 2008.



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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.

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 28, 2009, the Company had an aggregate
outstanding balance of $1,047,904 in debt obligations (including accrued interest), all of which 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.



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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 51% of our outstanding common stock and options, 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 51% 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.

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 Al Hayes, George Mainas and Kevin Kearney. 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.



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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.

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.



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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 2. DESCRIPTION OF PROPERTY

As of the date of this report, the Company subleases space from a space
leased by Al Hayes, the Companys Chief Executive Officer and board member. The space use agreement commenced on March 1, 2009 and ends on May 31, 2009. The Company intends to continue to use the space on a month-to-month basis
thereafter. The rent for the sublease and shared use of resources is $1,000 per month. The space is located at 8840 Wilshire Blvd., Beverly Hills, California 90211, 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 28, 2009.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock currently trades on the OTC Bulletin Board under the symbol PUBM.OB. 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. 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 28, 2009 |  |                 |      |   |                |   |      |  
|FIRST QUARTER (3/1/08 to 5/31/08)    |  | $               | .80  |   |                | $ | .11  |  
|SECOND QUARTER (6/1/08 to 8/31/08)   |  | $               | .80  |   |                | $ | .23  |  
|THIRD QUARTER (9/1/08 to 11/30/08)   |  | $               | .50  |   |                | $ | .04  |  
|FOURTH QUARTER (12/1/08 to 2/28/09)  |  | $               | .45  |   |                | $ | .04  |  
|                                     |  |                
|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)   |  | $               | .43  |   |                | $ | 0.11 |  
|FOURTH QUARTER (12/1/07 to 2/29/08)  |  | $               | .44  |   |                | $ | 0.11 |  



|* | The prices reported for the First and Second quarter of the fiscal year ending February 29, 2008 have been adjusted for the 20 to 1 reverse stock split which was effective on
June 12, 2007.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Holders

As of
February 28, 2009, 5,211,440 shares of our common stock were issued and outstanding, and held by approximately 99 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 28, 2009, 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
|800,000                                                                |  | $.21                                                   |  | 200,000                                                                                     

Sales of Unregistered Securities

The Company did not sell any securities during the fiscal year ended February 28, 2009 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 23.

ITEM 6. SELECTED FINANCIAL DATA

As a smaller reporting company we are not required to provide the information
required by this item.

ITEM 7. 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-K 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.



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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.

On October 16, 2008, the Company entered into a share exchange
agreement (the Exchange Agreement) with Promia, Incorporated, a California corporation (Promia) and certain shareholders of Promia. Under the terms of the Exchange Agreement, we were to acquire Promia through an acquisition
of all or at least 90% of its outstanding stock, options and warrants. The closing of the Exchange Agreement was subject to certain conditions in order to be successfully consummated, including the completion of a capital raise with net proceeds of
$7,000,000. On January 16, 2009, the Company and Promia mutually agreed to terminate the Exchange Agreement due to the inability of the parties to agree upon acceptable terms for the capital raise. The Company may evaluate other acquisition
opportunities in the future, although no assurance can be made that any such acquisition will occur.

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 $432,845 during year ended February 28, 2009, and
has incurred net cash outflows from operating activities during the years ended February 28, 2009 and February 29, 2008 of approximately $171,258 and $228,139, 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 our film
and 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.

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

Liquidity and Capital Resources

At February 28, 2009 our total assets were $28,631, compared to $256,622 at February 29, 2008. Our current assets at February 28, 2009 totaled $3,352, and
our current liabilities were $1,109,948, as compared to current assets of $5,953 and current liabilities of $1,303,998 at February 29, 2008. Our stockholders deficit at February 28, 2009 was ($1,081,317), compared to
stockholders deficit at February 29, 2008 of ($1,047,376).

As of February 28, 2009, 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.

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 28, 2009, the Company has an aggregate
outstanding balance of $1,047,904 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 28, 2009, the Company had an outstanding balance of $764,836 under the promissory note, including accrued interest. The promissory note is payable on demand.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | 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 28, 2009 was $266,353 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 28, 2009, the outstanding balance under this obligation was $16,715. On May 18, 2007, the
Company received a Writ of Garnishment from the U.S. Department of Justice related to a judgment due from Denis Shusterman to the United States. The Company expects the U.S. Department of Justice to make demand for repayment of the amounts due and
owing under the Companys obligation to Denis Shusterman.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The 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.

Results of Operations

The Companys revenues for the fiscal year ended February 28, 2009 and February 29, 2008 were $0.

The Companys operating expenses for the fiscal year ended February 28, 2009 were $308,725, compared to operating expenses of $325,726 for the fiscal year
ending February 29, 2008. This decrease in operating expenses is attributed to cost cutting measures and the disposal of certain non-performing film assets.

The Company had a net loss of ($432,845) for the fiscal year ended February 28, 2009, compared to a net loss of ($698,718) for the fiscal year ended February 29, 2008. The decrease in net loss is principally attributed to cost
cutting measures and the disposal of certain non-performing film assets. The Company reported a cumulative net loss of ($5,051,133) from inception through February 28, 2009.

The Companys net cash used by operating activities decreased from $228,139 for the fiscal year ended February 29, 2008 to $171,258 for the fiscal year ended February 28, 2009. This decrease is also
attributed to cost cutting measures and the disposal of certain non-performing film assets.

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.

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. There can be no assurances that the Company will generate any
revenues or raise any additional capital during the next twelve months.



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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 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 and stock based compensation. 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 28, 2009, we recognized an impairment of film development costs totaling $9,050.

Income Taxes.In determining
the carrying value of the Companys net deferred tax assets, we 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, we may record a reduction in the valuation allowance, resulting in an income tax benefit in our Statements of Operations. Management evaluates the ability to realize 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 May 2008, the FASB issued FASB
Staff Position (FSP) No. APB 14-1 entitled Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). This FSP amends the following pronouncements (among
several others) issued by the FASBs Emerging Issues Task Force (EITF): Issue No. 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and
Issue No. 00-27 Application of Issue No. 98-5 to Certain Convertible Instruments.

FSP APB 14-1 applies to convertible debt instruments that,
by their stated terms, may be settled in cash or other assets upon conversion (including partial cash settlement), unless the embedded conversion option must be separately accounted for as a derivative under SFAS No. 133. Convertible
preferred shares that are mandatorily redeemable financial instruments and classified as liabilities under SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity are within the
scope of FSP APB 14-1; however, convertible preferred stock reported as equity (or temporary equity) is not within the scope of this pronouncement. In addition, FSP APB 14-1 does not apply to convertible debt instruments that require or permit
settlement in cash (or other assets) upon conversion when the holders of the underlying stock would receive the same form of consideration in exchange for their shares.

FSP APB 14-1 requires that both the equity component (the conversion feature) and liability component of convertible debt within its scope be separately accounted for at estimated fair value in order to reflect the
entitys nonconvertible borrowing rate when interest cost is recognized in subsequent periods. The excess of the principal amount of the liability component over its carrying value must be amortized to interest cost using the interest
method described in APB Opinion No. 21 Interest on Receivables and Payables. The equity component is not re-measured as long as it continues to meet the conditions for equity classification in EITF Issue No. 00-19 Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock. FSP APB 14-1 also provides guidance on de-recognition as it relates to modifications, exchanges and induced conversions of debt instruments
within its scope. This FSP is effective for financial instruments issued during fiscal years beginning after December 15, 2008, and interim periods within those years; early adoption is not permitted. However, FSP APB 14-1 must be
applied retrospectively to all periods presented, and thus may impact instruments within its scope that were outstanding at any time during such prior periods. The adoption of FSP APB 14-1 does not have any impact on the Companys future
interim and annual financial statements.

In June 2008, the FASB ratified EITF Issue No. 07-5 entitled Determining Whether an Instrument (or
Embedded Feature) Is Indexed to an Entitys Own Stock. This pronouncement applies to any freestanding financial instrument or embedded feature that has all the characteristics of a derivative set forth in paragraphs 6-9 of SFAS
No. 133 for purposes of determining whether such instrument or



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embedded feature qualifies for the first part of the scope exception set forth in paragraph 11(a) of SFAS No. 133. EITF Issue No. 07-5 also
applies to any freestanding financial instrument that is potentially settled in an entitys own stock, regardless of whether the instrument has all the characteristics of a derivative set forth in SFAS No. 133, for purposes of determining
whether the instrument is within the scope of EITF Issue No. 00-19. EITF Issue No. 07-5 does not apply to share-based payment awards within the scope of SFAS No. 123(R) for purposes of determining whether such instruments are
classified as liability or equity. EITF Issue No. 01-6 (The Meaning of Indexed to a Companys Own Stock) has been superseded.

As more fully explained below, the objective of EITF Issue No. 07-5 is to determine whether a financial instrument or an embedded feature qualifies for the first part of the scope exception (indexed to its
own stock) described in paragraph 11(a) of SFAS No. 133. If so, and if the financial instrument or embedded feature has all the characteristics described in paragraphs 6-9 of SFAS No. 133, it must be analyzed under other GAAP
[including EITF Issue No. 05-2 The Meaning of Conventional Convertible Debt Instrument in Issue No. 00-19 to determine whether it is classified in stockholders equityor would be if it were a freestanding
instrument. If a financial instrument is otherwise a derivative as defined by SFAS No. 133 and does not qualify under the exception described above, it must be reported as a derivative and accounted for at estimated fair value; whether
such an embedded feature must be separated from the host contract (and accounted for as a derivative) is based on other criteria described in SFAS No. 133. If the conversion feature embedded in a convertible debt instrument meets both
elements of the scope exception in paragraph 11(a) of SFAS No. 133, it would not be separated from the host contract or accounted for as a derivative by the issuer.

Under EITF Issue No. 07-5, an entity must determine whether an equity-linked financial instrument or embedded feature is indexed to its own stock by using the following two-step approach: (1) evaluate the
instruments contingent exercise provisions (if any), and (2) evaluate its settlement provisions. An exercise contingency (as defined) will not preclude an instrument or an embedded feature from being considered indexed to an
entitys own stock provided that it is based on either (a) an observable market other than the market for the issuers capital stock or (b) an observable index other than one calculated or measured solely by reference to the
issuers own operations (for example, revenues or EBITDA). If the instrument qualifies under Step 1, it is then analyzed under Step 2. An instrument (or embedded feature) is considered indexed to an entitys own stock if its
settlement amount will equal the difference between the estimated fair value of a fixed number of the entitys equity shares and either a fixed monetary amount or a fixed amount of a debt instrument issued by the entity. With very few
exceptionsunless the only variables that could affect the settlement amount would be inputs to the estimated fair value of a fixed-for-fixed forward or option on equity shares, an instruments strike price or the number of
shares used to calculate the settlement are not considered fixed if its terms provide for any potential adjustment, regardless of the probability of the adjustment or whether any such adjustments are within the entitys control. As a
result, standard anti-dilution clauses will apparently preclude an instrument from being considered indexed to its own stock.

EITF Issue
No. 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. The guidance in such pronouncement must be applied to outstanding instruments as of the
beginning of the fiscal year in which it is adopted, with a cumulative-effect adjustment of opening retained earnings (or other appropriate components of equity or net assets). The adoption of EITF Issue No. 07-5 on the Companys
future interim and annual financial statements.

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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS

See Financial Statements beginning on page F-1.



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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

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. The engagement of
Squar, Milner was approved by our board of directors. 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 9A. 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 28, 2009 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 28, 2009. 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 28, 2009 due to control deficiencies that constituted material weaknesses.



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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.

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 28, 2009:



| | 1. | Management in assessing its internal controls and procedures for fiscal 2009 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,
recording and accuracy of accounts payable and accruals, valuation of share based payments, and other equity transactions. Specifically, this material weakness lead to segregation of duties issues and resulted in audit adjustments to the annual
financial statements and revisions to related disclosures, including tax reporting, share based payments, accounts payable and accruals 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 28, 2009.

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.



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CHANGES IN CONTROLS AND PROCEDURES

There were no significant changes made in our internal controls over financial reporting during the quarter ended February 28, 2009 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 9B. 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-K, but not reported, whether or not otherwise required by this Form 10-K. If disclosure of 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-K. No additional disclosure is required under this item.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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 28, 2009:



|              |  |     |  |                                                             
|------------- |  | --- |  | ------------------------------------------------------------
|Name          |  | Age |  | Position                                                    
|Al Hayes      |  | 41  |  | Chief Executive Officer, President, Secretary and a Director
|George Mainas |  | 64  |  | Director                                                    
|Kevin Kearney |  | 56  |  | Director                                                    

Al Hayes has served as our Chief Executive Officer and Secretary, and a director since March 18, 2008.
Mr. Hayes served as the Chief Operating Officer of Chicago Pictures from November 2005 to December 2007. Chicago Pictures is a film production company which has produced films including If I had Known that I was a Genius, which was
an Official Sundance entry for competition, and Train Wreck. Prior to his position with Chicago Pictures, Mr. Hayes was Head of Production for Gibraltar Entertainment films from May 2004 to November 2005. Gibraltar is a film
production company which produced films including The Flock, Van Wilder 2 and Rescue Dawn. From May 2001 to May 2004, Mr. Hayes was President of Premier Films, an independent film sales and marketing firm.
Mr. Hayes has also co-produced two films, The Heart is Deceitful above All Things in 2004, which was selected for competition at the Cannes Film Festival in 2004, and I Love Your Work in 2003. Mr. Hayes holds a
Bachelor of Arts Degree from California State University Long Beach and a Law Degree from Western State University.

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.

Kevin Kearney has serviced as a director of the Company since June 2, 2008. Mr. Kearney served as the President of Kearney & OBanion,
Inc. since 1980, which specializes in the design-build, renovation and restoration of premier homes and commercial properties in San Francisco, California and surrounding Bay area. Mr. Kearney has also served as in expert witness in numerous
cases relating to commercial and residential building construction since 1992. Mr. Kearney has served on the board of directors of Promia, Inc. since 2001. Promia is a development firm, software provider and security solutions tool provider to
government and industry. Mr. Kearney is also an accomplished writer, educator and classically educated painter. Mr. Kearney has completed two novels and his art works have been featured in numerous gallery exhibitions. Mr. Kearney
graduated from the Maryland Institute College of Art, Cum Laude, in 1974, and received his Master of Fine Arts degree, Magna Cum Laude, from the University of California, Davis in 1977.



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Board of Directors

The Companys organizational documents authorize five board members, three of which are currently filled by Mr. Hayes Mr. Mainas, and Mr. Kearney. 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.

Attendance at Board Meetings during Fiscal Year.

Messrs. Hayes, Mainas and Kearney, as members of the Board of Directors, attended all of its meetings during the fiscal year ended February 28, 2009 during which time they were Directors.



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Audit Committee and Financial Report

Our Company does not currently have an audit committee, audit committee charter or audit committee financial expert. The entire Board of Directors acts as the Companys audit committee.

Compensation Committee

The Company does not currently have a
compensation committee. The entire Board of Directors acts as the Companys compensation committee.

Stockholder Communications with the Board of
Directors

The Board of Directors has not established a formal process for shareholders to send communications to its members. Any stockholder may send
a communication to any member of the Board of Directors, in care of the Companys address or in care of the address shown in the table of beneficial ownership on this page. If a communication is sent to the Companys address, the Company
will forward any such communication to the relevant member of the Board of Directors.

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 28, 2009, and to date, all Section 16(a) filing requirements applicable to its insiders were complied with, except for the late filing of a Form 4 for
Mr. Mainas and Mr. Kearney on August 15, 2008.

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 8840 Wilshire Blvd., Beverly Hills, California 90211, Attention: Al Hayes.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information regarding the compensation earned during the fiscal year ended February 28, 2009 by our Chief Executive Officer. The Company
did not have any executive officer at February 28, 2009 whose combined salary and bonus exceeded $100,000 during the year ending February 28, 2009. 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
|Al Hayes, CEO               |  | $      | 25,000 |       | $ | 0            |  | $                     | 22,720 |       | $ | 0 |  | $ | 47,720



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Compensation Discussion And Analysis

Overview of Executive Compensation Objectives and Philosophy

Our objectives are to attract and retain highly
competent executives with entertainment industry experience and to compensate them based upon a pay-for-performance mentality and ability to pay. Our current plan relies on informal goals and objectives agreed upon among the Board of Directors. The
achievement of such informal goals and objectives constitute requirements for continued employment with our Company, but there are no objective performance measures at present that upon achievement by the executives would trigger the payment of an
annual incentive bonus and there are currently no plans to pay such a bonus. In the future we may formalize our plans with respect to executive compensation to have objective performance criteria on which to judge the performance of our executive
management team. Our executive officer has not received an increase in compensation since the date of his hire, and has not received any compensation under an annual incentive bonus.

In order to attract the type of talented executives we seek, we have found that these individuals value the potential large future rewards that come from long-term compensation arrangements in the form of stock option
arrangements over current cash compensation. Also, given the current lack of revenues in our business and the accompanying premium we must place on cash, this focus on equity compensation also currently benefits our Company. We have structured our
compensation arrangements accordingly.

Our analysis of the cash compensation component of the named executive officer to date has been informal and based
primarily on discussions with business colleagues in the local marketplace and a review of widely available comparative salary data. We have not engaged in a practice of formal benchmarking of our executive compensation, but may formalize our
compensation practices in the future should we be successful in growing our business. Part of such formalization may take the form of benchmarking. We believe the cash compensation to our named executive officer is well below market conditions in
comparison to similar sized public companies and is the result of our lack of revenues and available cash. We have not engaged the services of any compensation consultants.

Role and Authority of our Future Compensation Committee

While we currently have no Compensation Committee. If the
number of members of our Board of Directors expands with the expansion of our business operations, we intend to institute a Compensation Committee consisting of independent members of our Board. Each member of the Compensation Committee will be
required to be a non-employee director within the meaning of Rule 16b-3 under the Securities and Exchange Act of 1934, an outside director within the meaning of Section 162(m) of the Internal Revenue Code, and satisfy
the independence requirements imposed by the Nasdaq Global Market. The Compensation Committee will be responsible for discharging the responsibilities of the Board of Directors with respect to the compensation of our executive officers.

Elements of Executive Compensation

Through the year ended
February 28, 2009, our Company operated under severe shortages of cash. The shortages were due to the Companys lack of revenue and complete dependence on debt and equity financing to fund its operations. Executive compensation for our one
named executive officer consisted of periodic monthly payments in the amount of $5,000 if cash was available, and an initial grant of 200,000 options to purchase common stock. The Company intends to continue to pay its named executive officer $5,000
per month if cash available, and if not, in shares of Company common stock issued at fair market value.

The Impact of Tax and Accounting Treatments on
Elements of Compensation

We have elected to award non-qualified stock options instead of incentive stock options to our named executive officer.
Internal Revenue Code Section 162(m) precludes the Company from deducting certain forms of non-performance-based compensation in excess of $1,000,000 to named executive officers. To date, we have not exceeded the $1,000,000 limit for any
executive.



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Change of Control Agreements

We do not have any agreements under which we are required to make any payments upon a change of control of our Company.

Other Compensation

We do not maintain any other benefits for our executives, such as medical and dental insurance coverage or the ability to contribute to a 401(k)
retirement plan. 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 granted the following equity awards to it named executive officer during the
fiscal year ended February 28, 2009:



|         |  |                                                            |  |                                                              |  |                     |     |                        |                  
|-------- |  | ---------------------------------------------------------- |  | ------------------------------------------------------------ |  | ------------------- | --- | ---------------------- | -----------------
|         |  | Option Awards                                             
|Name     |  | Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable |  | Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable |  | OptionExercisePrice |     | Option Expiration Date
|Al Hayes |  | 200,000                                                    |  | 200,000                                                      |  | $                   | .25 |                        | March 18, 2013(1)



|(1) | The options expire upon the earlier of March 18, 2013 or 30 days after the termination of Mr. Hayes service with the Company
|--- | -----------------------------------------------------------------------------------------------------------------------------

Outstanding Equity Awards At February 28, 2009

The following
table sets forth certain information regarding equity awards granted to our named executive officer outstanding as of February 28, 2009:



|         |  |                                                            |  |                                                              |  |                     |     |                        |                  
|-------- |  | ---------------------------------------------------------- |  | ------------------------------------------------------------ |  | ------------------- | --- | ---------------------- | -----------------
|         |  | Option Awards                                             
|Name     |  | Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable |  | Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable |  | OptionExercisePrice |     | Option Expiration Date
|Al Hayes |  | 200,000                                                    |  | 200,000                                                      |  | $                   | .25 |                        | March 18, 2013(1)



|(1) | The options expire upon the earlier of March 18, 2013 or 30 days after the termination of Mr. Hayes service with the Company
|--- | -----------------------------------------------------------------------------------------------------------------------------

Option Exercises and Stock Vested

Our named executive officer did
not exercise any stock options during the year ended February 28, 2009. Our named executive officer had 200,000 options vest upon their grant during the year ended February 28, 2009 as described above.

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 28, 2009.



23



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##### Table of Contents

Nonqualified Deferred Compensation

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

Employment Contracts

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following table sets forth information as of May 7, 2009 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                                                    |  | 275,000                                    | (3) |  | 4.5                    | %
|George Mainas                                               |  | 2,285,424                                  | (4) |  | 37.5                   | %
|Kevin Kearney                                               |  | 540,000                                    | (5) |  | 8.9                    |  
|All directors and executive officers as a group (3 persons) |  | 3,100,424                                  | (6) |  | 50.9                   | %
|                                                            |  |                                           
|5% Stockholders                                             |  |                                            |     |  |                        |  
|None (other than the directors and officers above)          |  |                                            |     |  |                        |  



|(1) | The address for Mr. Hayes, Mr. Mainas, and Mr. Kearney is c/o Public Media Works, Inc., 8840 Wilshire Blvd. Beverly Hills, California 90211
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

|(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 5,286,458 shares of common stock outstanding as of May 7, 2009, and 800,000 options exercisable within 60 days of May 7, 2009.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|(4) | Includes 100,000 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 500,000 shares of common stock issuable upon the exercise of outstanding stock options.
|--- | ------------------------------------------------------------------------------------------------

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions.Since March 1, 2008, 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 $764,836 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 28, 2009 was $266,353, including accrued interest. The amount outstanding under this letter of credit is payable on demand.



24



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##### Table of Contents

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.

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. On July 23, 2008, Mr. Mainas subsequently agreed to the mutual termination of 100,000 of the options granted to him.

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

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 7, 2009, Mr. Hayes beneficially owns approximately 4.5% of our outstanding shares of common stock, Mr. Mainas beneficially owns approximately 37.5% of our outstanding shares of
common stock, and Mr. Kearney beneficially owns approximately 8.9% 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.



25



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##### Table of Contents

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The Company paid an aggregate of $39,400 and $24,726,
respectively, to its principal accountant for the audit of its annual financial statements and quarterly review of its financial statement and for services normally provided in connection with the statutory and regulatory filings or engagements for
the fiscal years ended February 28, 2009 and February 29, 2008.

Audit-Related Fees

There were not payments for audit-related fees for the fiscal years ended February 28, 2009 and February 29, 2008.

Tax Fees

The Company paid an aggregate of $0 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 28, 2009 and February 29, 2008. 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 28, 2009 and February 29, 2008.

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.

PART IV

ITEM 15. 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 (1)      
|            | 
|2.2         |  | Share Exchange Agreement dated as of October 16, 2008 by and among the Company, Promia and certain shareholders of Promia (2)
|            | 
|3.1         |  | Certificate of Incorporation(3)                                                                                              
|            | 
|3.2         |  | Certificate of Amendment of Certificate of Incorporation (4)                                                                 
|            | 
|3.3         |  | Bylaws (3)                                                                                                                   
|            | 
|3.4         |  | Amended Bylaws (1)                                                                                                           
|            | 
|3.5         |  | Certificate of Amendment of Certificate of Incorporation (5)                                                                 
|            | 
|10.9        |  | Promissory Note with George Mainas dated August 30, 2000 (6)                                                                 
|            | 
|10.10       |  | Memorialized Agreement between the Company and Mr. George Mainas dated December 31, 2003 (6)                                 
|            | 
|10.22       |  | Agreement and letter of credit between the Company and George Mainas dated August 18, 2004 (1)                               
|            | 
|10.60       |  | Share Purchase Offer and Subscription Agreement dated August 16, 2007(7)                                                     
|            | 
|10.61       |  | Debt Conversion Agreement with F. James McCarl dated November 12, 2007(8)                                                    
|            | 
|10.62       |  | Debt Conversion Agreement with Thomas Szabo dated November 12, 2007(8)                                                       
|            | 
|10.63       |  | Subscription and Debt Conversion Agreement with George Mainas dated November 12, 2007(8)                                     
|            | 
|10.64       |  | Settlement Agreement with Savvior Technology Solutions dated November 16, 2007(8)                                            
|            | 
|10.65       |  | 2007 Equity Incentive Plan (8)                                                                                               
|            | 
|10.66       |  | Project Management Agreement with Mr. Bernsen dated March 18, 2008 (9)                                                       
|            | 
|10.67       |  | Co-Development Agreement dated April 2, 2008 with Fuqua Films, Inc. (10)                                                     
|            | 
|10.68       |  | Subscription Agreement dated April 8, 2008 with George Mainas (10)                                                           
|            | 
|10.69       |  | Subscription Agreement dated April 8, 2008 with Kevin M. Kearney (10)                                                        
|            | 
|10.70       |  | Consulting Agreement between the Company and CRG Partners, Inc. dated as of April 22, 2008 (11)                              
|            | 
|10.71       |  | Subscription Agreement dated May 21, 2008 with Kevin Kearney (12)                                                            



26



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##### Table of Contents

|      |  |                                                                                                                                                               
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.72 |  | Subscription and Debt Conversion Agreement dated June 2, 2008 with George Mainas (12)                                                                         
|      | 
|10.73 |  | Purchase Agreement with Corbin Bernsen dated August 26, 2008 (13)                                                                                             
|      | 
|14.1  |  | Code of Business Conduct and Ethics adopted June 16, 2004 (14)                                                                                                
|      | 
|16    |  | Letter from Burnham and Schumm P.C. dated April 29, 2008 (11)                                                                                                 
|      | 
|21    |  | Listing of Subsidiaries (15)                                                                                                                                  
|      | 
|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 (15)
|      | 
|32    |  | Certification pursuant to 18 U.S.C. §1350 by Chief Executive Officer and principal financial officer (15)                                                     



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

|(2) | Incorporated by reference from the Companys report on Form 8-K, as filed on October 20, 2008.
|--- | ----------------------------------------------------------------------------------------------

|(3) | Incorporated by reference from the Companys Form 10-SB, as filed on March 9, 2000.
|--- | -----------------------------------------------------------------------------------

|(4) | Incorporated by reference from the Companys Form 8-K, as filed on September 8, 2003.
|--- | -------------------------------------------------------------------------------------

|(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. 2 to the Companys Form SB-2, as filed June 29, 2004.
|--- | --------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference from the Companys report on Form 8-K, as filed on August 21, 2007.
|--- | ---------------------------------------------------------------------------------------------

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

|(9) | Incorporated by reference from the Companys report on Form 8-K, as filed on March 28, 2008.
|--- | --------------------------------------------------------------------------------------------

|(10) | Incorporated by reference from the Companys report on Form 8-K, as filed on April 8, 2008.
|---- | -------------------------------------------------------------------------------------------

|(11) | Incorporated by reference from the Companys report on Form 8-K, as filed on April 29, 2008.
|---- | --------------------------------------------------------------------------------------------

|(12) | Incorporated by reference from the Companys report on Form 8-K, as filed on June 5, 2008.
|---- | ------------------------------------------------------------------------------------------

|(13) | Incorporated by reference from the Companys report on Form 8-K, as filed on August 29, 2008.
|---- | ---------------------------------------------------------------------------------------------

|(14) | Incorporated by reference from the Companys Form 10K-SB, as filed on August 18, 2004.
|---- | --------------------------------------------------------------------------------------

|(15) | Attached as an exhibit to this report.
|---- | --------------------------------------

(b)Reports on Form
8-K

The Company filed a Form 8-K on January 16, 2009 regarding the mutual termination of our Share Exchange Agreement with Promia,
Incorporated.

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: May 29, 2009 |  | /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 |  |  |  | May 29, 2009
|/s/ George Mainas |  |  |  |                                                                     |  |  |  |             
|George Mainas     |  |  |  | Director                                                            |  |  |  | May 29, 2009
|                  |  |  |  |                                                                    
|/s/ Kevin Kearney |  |  |  |                                                                     |  |  |  |             
|Kevin Kearney     |  |  |  | Director                                                            |  |  |  | May 29, 2009



27



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##### Table of Contents

PUBLIC MEDIA WORKS, INC.

FINANCIAL STATEMENTS

FOR THE YEARS
ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008

TABLE OF CONTENTS



|                                                                                                |  |     
|----------------------------------------------------------------------------------------------- |  | ----
|                                                                                                |  | Page
|FINANCIAL STATEMENTS                                                                            |  |     
|Report of Independent Registered Public Accounting Firm                                         |  | F-1 
|Balance Sheets as of February 28, 2009 and February 29, 2008                                    |  | F-2 
|Statements of Operations for the years ended February 28, 2009 and February 29, 2008            |  | F-3 
|Statements of Stockholders Deficit for the years ended February 28, 2009 and February 29, 2008 |  | F-4 
|Statements of Cash Flows for the years ended February 28, 2009 and February 29, 2008            |  | F-5 
|Notes to Financial Statements                                                                   |  | F-6 



---

##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Public Media Works, Inc.

We have audited the accompanying balance sheets of Public Media Works, Inc. (the Company) as of February 28, 2009 and February 29,
2008 and the related statements of operations, stockholders deficit and cash flows for each years in the two year period then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express
an opinion on the 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 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
financial position of Public Media Works, Inc. as of February 28, 2009 and February 29, 2008, and the results of their operations and their cash flows years in the two year period then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying 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 operations through February 28, 2009, it has an accumulated deficit of $5,051,133.
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 3. The accompanying 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

May 29, 2009



F-1



---

##### Table of Contents

PUBLIC MEDIA WORKS, INC.

BALANCE SHEETS

FEBRUARY 28, 2009 AND
FEBRUARY 29, 2008



|                                                                                                             |  |      |            |   |      |   |            |  
|------------------------------------------------------------------------------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                                                             |  | 2009 |            |   | 2008 |  
|Assets                                                                                                       |  |      |            |   |      |   |            |  
|Current Assets:                                                                                              |  |      |            |   |      |   |            |  
|Cash                                                                                                         |  | $    | 1,212      |   |      | $ | 1,212      |  
|Prepaid expenses and deposits                                                                                |  |      | 2,140      |   |      |   | 4,741      |  
|                                                                                                             |  |      |            |   |      |   |            |  
|Total current assets                                                                                         |  |      | 3,352      |   |      |   | 5,953      |  
|Equipment, net                                                                                               |  |      | 279        |   |      |   | 2,279      |  
|Film development costs                                                                                       |  |      | 25,000     |   |      |   | 248,390    |  
|                                                                                                             |  |      |            |   |      |   |            |  
|Total Assets                                                                                                 |  | $    | 28,631     |   |      | $ | 256,622    |  
|                                                                                                             |  |      |            |   |      |   |            |  
|Liabilities and Stockholders Deficit                                                                        |  |      |            |   |      |   |            |  
|Current Liabilities:                                                                                         |  |      |            |   |      |   |            |  
|Accounts payable and accrued expenses                                                                        |  | $    | 62,044     |   |      | $ | 59,454     |  
|Related party advances and due to related parties                                                            |  |      |           |   |      |   | 47,500     |  
|Film participation interests                                                                                 |  |      |           |   |      |   | 120,000    |  
|Accrued interest on notes payable to stockholders                                                            |  |      | 328,345    |   |      |   | 285,442    |  
|Notes payable to stockholders                                                                                |  |      | 515,937    |   |      |   | 608,980    |  
|Notes payable, line of credit, related party                                                                 |  |      | 203,622    |   |      |   | 182,622    |  
|                                                                                                             |  |      |            |   |      |   |            |  
|Total current liabilities                                                                                    |  |      | 1,109,948  |   |      |   | 1,303,998  |  
|                                                                                                             |  |      |            |   |      |   |            |  
|Stockholders Deficit:                                                                                       |  |      |            |   |      |   |            |  
|Common stock, $.0001 par value 100,000,000 shares authorized, 5,211,440 and 4,481,440 issued and outstanding |  |      | 521        |   |      |   | 448        |  
|Additional paid-in capital                                                                                   |  |      | 3,969,295  |   |      |   | 3,570,464  |  
|Accumulated deficit                                                                                          |  |      | (5,051,133 | ) |      |   | (4,618,288 | )
|                                                                                                             |  |      |            |   |      |   |            |  
|Total stockholders deficit                                                                                  |  |      | (1,081,317 | ) |      |   | (1,047,376 | )
|                                                                                                             |  |      |            |   |      |   |            |  
|Total Liabilities and Stockholders Deficit                                                                  |  | $    | 28,631     |   |      | $ | 256,622    |  
|                                                                                                             |  |      |            |   |      |   |            |  

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



F-2



---

##### Table of Contents

PUBLIC MEDIA WORKS, INC.

STATEMENTS OF OPERATIONS

FOR THE
YEARS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008



|                                                                  |  |      |           |   |      |   |           |  
|----------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                                                  |  | 2009 |           |   | 2008 |  
|Revenues:                                                         |  | $    |          |   |      | $ |          |  
|                                                                  |  |      |           |   |      |   |           |  
|Total revenues                                                    |  |      |          |   |      |   |          |  
|                                                                  |  |     
|Cost of film development                                          |  |      |          |   |      |   | 4,770     |  
|Impairment of film development costs                              |  |      | 9,050     |   |      |   | 108,243   |  
|                                                                  |  |      |           |   |      |   |           |  
|Loss from operations                                              |  |      | (9,050    | ) |      |   | (113,013  | )
|                                                                  |  |      |           |   |      |   |           |  
|Expenses:                                                         |  |      |           |   |      |   |           |  
|General administrative expenses                                   |  |      | 198,780   |   |      |   | 192,782   |  
|Professional fees                                                 |  |      | 109,945   |   |      |   | 132,974   |  
|                                                                  |  |      |           |   |      |   |           |  
|Total expenses                                                    |  |      | 308,725   |   |      |   | 325,756   |  
|                                                                  |  |     
|Operating loss                                                    |  |      | (317,775  | ) |      |   | (438,739  | )
|                                                                  |  |      |           |   |      |   |           |  
|Other expenses:                                                   |  |      |           |   |      |   |           |  
|                                                                  |  |     
|Interest expense                                                  |  |      | (54,978   | ) |      |   | (69,664   | )
|Loss on issuance of common stock below market price               |  |      | (27,500   | ) |      |   |           |  
|Loss on conversion of debt to common stock                        |  |      | (30,000   | ) |      |   | (186,500  | )
|Equity in losses on investment                                    |  |      | (1,414    | ) |      |   | (2,215    | )
|                                                                  |  |      |           |   |      |   |           |  
|Total other expense                                               |  |      | (113,892  | ) |      |   | (258,379  | )
|                                                                  |  |      |           |   |      |   |           |  
|Loss before income taxes                                          |  |      | (431,667  | ) |      |   | (697,118  | )
|Provision for income taxes                                        |  |      | 1,178     |   |      |   | 1,600     |  
|                                                                  |  |      |           |   |      |   |           |  
|Net loss                                                          |  | $    | (432,845  | ) |      | $ | (698,718  | )
|                                                                  |  |      |           |   |      |   |           |  
|Net loss per common share  basic and diluted                     |  | $    | (.09      | ) |      | $ | (.26      | )
|                                                                  |  |      |           |   |      |   |           |  
|Weighted average number of shares outstanding  basic and diluted |  |      | 5,038,262 |   |      |   | 2,709,132 |  
|                                                                  |  |      |           |   |      |   |           |  

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



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PUBLIC MEDIA WORKS, INC.

STATEMENTS OF STOCKHOLDERS DEFICIT

FOR THE YEARS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008



|                                                                           |  |              |           |                          |   |                    |  |   |           |  |   |            |   |  |   |            |  
|-------------------------------------------------------------------------- |  | ------------ | --------- | ------------------------ | - | ------------------ |  | - | --------- |  | - | ---------- | - |  | - | ---------- | -
|                                                                           |  | Common Stock |           | AdditionalPaid-inCapital |   | AccumulatedDeficit |  |   | Total     | 
|                                                                           |  | Shares       |           | Amount                   |   |                    | 
|Balance, March 1, 2008                                                     |  |              | 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                                    |  |              | 50,000    |                          |   | 5                  |  |   | 99,995    |  |   |            |   |  |   | 100,000    |  
|Common stock issued between $.10 and $.30 per share                        |  |              | 716,667   |                          |   | 72                 |  |   | 154,928   |  |   |            |   |  |   | 155,000    |  
|Share based compensation expense                                           |  |              |           |                          |   |                    |  |   | 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 | )
|Common stock issued for $0.10 per share                                    |  |              | 250,000   |                          |   | 25                 |  |   | 24,975    |  |   |            |   |  |   | 25,000     |  
|Common stock issued for services rendered                                  |  |              | 60,000    |                          |   | 6                  |  |   | 7,794     |  |   |            |   |  |   | 7,800      |  
|Common stock issued for $.25 per share                                     |  |              | 100,000   |                          |   | 10                 |  |   | 24,990    |  |   |            |   |  |   | 25,000     |  
|Common stock issued for conversion of note principal and interest          |  |              | 120,000   |                          |   | 12                 |  |   | 59,988    |  |   |            |   |  |   | 60,000     |  
|Common stock issued for $0.20 per share                                    |  |              | 200,000   |                          |   | 20                 |  |   | 39,980    |  |   |            |   |  |   | 40,000     |  
|Share based compensation expense                                           |  |              |           |                          |   |                    |  |   | 147,533   |  |   |            |   |  |   | 147,533    |  
|Capital contribution on sale of membership interests in investees (Note 1) |  |              |           |                          |   |                    |  |   | 93,571    |  |   |            |   |  |   | 93,571     |  
|Net loss                                                                   |  |              |           |                          |   |                    |  |   |           |  |   | (432,845   | ) |  |   | (432,845   | )
|                                                                           |  |              |           |                          |   |                    |  |   |           |  |   |            |   |  |   |            |  
|Balance, February 28, 2009                                                 |  | $            | 5,211,440 |                          | $ | 521                |  | $ | 3,969,295 |  | $ | (5,051,133 | ) |  | $ | (1,081,317 | )
|                                                                           |  |              |           |                          |   |                    |  |   |           |  |   |            |   |  |   |            |  

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



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PUBLIC MEDIA WORKS, INC.

STATEMENTS OF CASH FLOWS

FOR THE
YEARS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008



|                                                                                              |  |      |          |   |      |   |          |  
|--------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|                                                                                              |  | 2009 |          |   | 2008 |  
|Cash flows from operating activities:                                                         |  |      |          |   |      |   |          |  
|Net loss                                                                                      |  | $    | (432,845 | ) |      | $ | (698,718 | )
|                                                                                              |  |     
|Adjustments to reconcile net loss to cash used by operating activities:                       |  |      |          |   |      |   |          |  
|Depreciation and amortization                                                                 |  |      | 2,000    |   |      |   | 3,611    |  
|Impairment of film development costs                                                          |  |      | 9,050    |   |      |   | 108,243  |  
|Share based compensation                                                                      |  |      | 120,043  |   |      |   | 31,000   |  
|Equity in losses of investee                                                                  |  |      | 1,414    |   |      |   | 2,215    |  
|Common stock issued for services                                                              |  |      | 7,800    |   |      |   | 78,000   |  
|Loss on issuance of common stock                                                              |  |      | 27,500   |   |      |   |          |  
|Loss on conversion of notes payable to shares                                                 |  |      | 30,000   |   |      |   | 186,500  |  
|                                                                                              |  |     
|Changes in operating assets and liabilities:                                                  |  |      |          |   |      |   |          |  
|Decrease in prepaid expenses and deposits                                                     |  |      | 2,601    |   |      |   | 1,265    |  
|Increase (decrease) in accounts payable and accrued expenses                                  |  |      | 6,114    |   |      |   | (30,363  | )
|Related party advances and due to related parties                                             |  |      |          |   |      |   | 30,500   |  
|Accrued interest                                                                              |  |      | 56,479   |   |      |   | 59,608   |  
|                                                                                              |  |      |          |   |      |   |          |  
|Net cash used by operating activities:                                                        |  |      | (171,258 | ) |      |   | (228,139 | )
|                                                                                              |  |      |          |   |      |   |          |  
|                                                                                              |  |     
|Cash flows used by investing activities:                                                      |  |      |          |   |      |   |          |  
|Increase in film development costs                                                            |  |      | (36,750  | ) |      |   | (39,447  | )
|Decrease in cash from sale of membership interests                                            |  |      | (2,600   | ) |      |   |          |  
|Net cash used by investing activities:                                                        |  |      | (39,350  | ) |      |   | (39,447  | )
|                                                                                              |  |     
|Cash flows from financing activities:                                                         |  |      |          |   |      |   |          |  
|Proceeds from sale of common stock                                                            |  |      | 90,000   |   |      |   | 215,000  |  
|Proceeds from related party advances                                                          |  |      | 12,750   |   |      |   | 63,026   |  
|Repayment of related party borrowings                                                         |  |      |          |   |      |   | (16,030  | )
|Proceeds from notes payable from stockholders                                                 |  |      | 107,858  |   |      |   |          |  
|Net cash provided by financing activities:                                                    |  |      | 210,608  |   |      |   | 261,996  |  
|                                                                                              |  |     
|Net increase (decrease) in cash                                                               |  |      | 0        |   |      |   | (5,590   | )
|Cash, beginning of period                                                                     |  |      | 1,212    |   |      |   | 6,802    |  
|Cash, end of period                                                                           |  | $    | 1,212    |   |      | $ | 1,212    |  
|                                                                                              |  |     
|Supplemental Disclosures of Cash Flow Information:                                            |  |      |          |   |      |   |          |  
|Cash paid for income taxes                                                                    |  |      | 1,178    |   |      |   | 1,600    |  
|                                                                                              |  |     
|Supplemental disclosure of non-cash investing and financing activities:                       |  |      |          |   |      |   |          |  
|Settlement of debt through issuance of common stock                                           |  | $    | 30,000   |   |      | $ | 131,134  |  
|Settlement of debt and accrued interest through transfer of membership interests in investees |  | $    | 55,475   |   |      | $ |         |  
|                                                                                              |  |      |          |   |      |   |          |  



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PUBLIC MEDIA WORKS, INC.

NOTES TO FINANCIAL STATEMENTS

FEBRUARY 29, 2008

1. Organization and Basis of Presentation

Public Media Works, Inc. (formerly Burnam Management, Inc.) was incorporated under the laws of the State of Delaware on March 3, 2000. The Company is engaged in the development, production, marketing and
distribution of film, music and television entertainment media. On August 30, 2003, the Company entered into a share exchange agreement with Public Media Works, Inc., a private company formed to pursue opportunities in the film/TV and
entertainment industry. The share exchange agreement is essentially a reverse merger with Public Media Works, Inc., the surviving company.

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

Effective August 26, 2008, the Company entered into a purchase agreement with one of its shareholders to sell and transfer its membership interests
in DOD, LLC and Dead Air to such shareholder. As a result, effective August 26, 2008, the accounts of DOD, LLC are no longer included in the financial statements. In exchange for the sale of the membership interests, all outstanding debt and
accrued interest owed by the Company to the shareholder, amounting to $55,475 was forgiven. The Company also had a net liability of $34,562 due to DOD, LLC which was forgiven as part of the transaction. Given its related party nature, the
transaction has been accounted for as a capital contribution and the difference of $93,561 between the debt forgiven and the assets transferred to the shareholder has been reflected as additional paid-in capital in the accompanying balance sheet at
February 28, 2009.

The calculation of the capital contribution on the transfer of membership interests to the shareholder was calculated as follows:



|                                                                                  |  |   |       
|--------------------------------------------------------------------------------- |  | - | ------
|Debt forgiven                                                                     |  |   |       
|Note payable and accrued interest to shareholder                                  |  | $ | 55,475
|Due to DOD, LLC                                                                   |  |   | 34,562
|                                                                                  |  |   |       
|Transaction consideration                                                         |  |   | 90,037
|Net assets transferred to shareholder                                             |  |   | 3,534 
|                                                                                  |  |   |       
|Additional paid-in capital - capital contribution on transaction with shareholder |  | $ | 93,571
|                                                                                  |  |   |       

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

Basis of Presentation

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 $432,845 during the year ended February 28, 2009, has an accumulated deficit of $5,051,133 at February 28, 2009 and has incurred net cash outflows from operating activities during
the years ended February 28, 2009 and February 29, 2008 of approximately $171,258 and $228,139, respectively. These factors raise substantial doubt as to the Companys ability to continue as a going concern.



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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 3 for additional information regarding managements plans).

Principles of Consolidation

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

Reverse Stock Split

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

2. Summary of Significant Accounting Policies

These
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 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.

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. The measurements referenced in the
preceding sentences refer to those described in SFAS No. 157 (Fair Value Measurements), as amended.



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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.

Advertising and Promotions

The
Company expenses all advertising and promotion costs as incurred. For the years ended February 28, 2009 and February 29, 2008, advertising expense was $2,500 and $5,675, respectively.

Income Taxes

The Company accounts for income taxes using the
asset and liability method in accordance with SFAS No. 109, Accounting for Income Taxes. 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.



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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 28, 2009, 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 uncertain 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.

The Company expects resolution of unrecognized tax benefits, if created would occur while the 100% valuation allowance of deferred tax assets is maintained; therefore,
the Company does not expect to have any unrecognized tax benefits that, if recognized, would affect its effective income tax rate.

The Company will
recognize interest and penalty related to unrecognized tax benefits and penalties as income tax expense. As of February 28, 2009, the Company has not recognized any liabilities for penalty or interest as the Company does not have any liability
for unrecognized tax benefits.

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. As of February 28, 2009 and 2008, the Company had 800,000 and 325,000
stock options, respectively, that were not included in the net loss per common share due to the options being anti-dilutive. There were no adjustments to net loss to determine net loss available to common stockholders. As such, basic and diluted
loss per common share equals net loss, as reported, divided by the weighted average common shares outstanding for the respective periods.

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 May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1 entitled Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement). This FSP amends the following pronouncements (among several others) issued by the FASBs Emerging Issues Task Force (EITF): Issue No. 98-5, Accounting for Convertible Securities with Beneficial
Conversion Features or Contingently Adjustable Conversion Ratios, and Issue No. 00-27 Application of Issue No. 98-5 to Certain Convertible Instruments. FSP APB 14-1 applies to convertible debt instruments that, by their stated terms,
may be settled in cash or other assets upon conversion (including partial cash settlement), unless the embedded conversion option must be separately accounted for as a derivative under SFAS No. 133. Convertible preferred shares that are
mandatorily redeemable financial instruments and classified as liabilities under SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity are within the scope of FSP APB 14-1;
however, convertible preferred stock reported as equity (or temporary equity) is not within the scope of this pronouncement. In addition, FSP APB 14-1 does not apply to convertible debt instruments that require or permit settlement in cash (or
other assets) upon conversion when the holders of the underlying stock would receive the same form of consideration in exchange for their shares. FSP APB 14-1 requires that both the equity component (the conversion feature) and liability component
of convertible debt within its scope be separately accounted for at estimated fair value in order to reflect the entitys nonconvertible borrowing rate when interest cost is recognized in subsequent periods. The excess of the principal
amount of the liability component over its carrying value must be amortized to interest cost using the interest method described in APB Opinion No. 21 Interest on Receivables and Payables. The equity component is not re-measured as
long as it continues to meet the conditions for equity classification in EITF Issue No. 00-19 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock. FSP APB 14-1 also provides
guidance on de-recognition as it relates to modifications, exchanges and induced conversions of debt instruments within its scope. This FSP is effective for financial instruments issued during fiscal years beginning after December 15,
2008, and interim periods within those years; early adoption is not permitted. However, FSP APB 14-1 must be applied retrospectively to all periods presented, and thus may impact instruments within its scope that were outstanding at any time
during such prior periods. The adoption of FSP APB 14-1 is not expected to have any impact on the Companys future interim and annual financial statements.

In June 2008, the FASB ratified EITF Issue No. 07-5 entitled Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entitys Own Stock. This pronouncement applies to any
freestanding financial instrument or embedded feature that has all the characteristics of a derivative set forth in paragraphs 6-9 of SFAS No. 133 for purposes of determining whether such instrument or embedded feature qualifies for the first
part of the scope exception set forth in paragraph 11(a) of SFAS No. 133. EITF Issue No. 07-5 also applies to any freestanding financial instrument that is potentially settled in an entitys own stock, regardless of whether the
instrument has all the characteristics of a derivative set forth in SFAS No. 133, for purposes of determining whether the instrument is within the scope of EITF Issue No. 00-19. EITF Issue No. 07-5 does not apply to share-based
payment awards within the scope of SFAS No. 123(R) for purposes of determining whether such instruments are classified as liability or equity. EITF Issue No. 01-6 (The Meaning of Indexed to a Companys Own
Stock) has been superseded. As more fully explained below, the objective of EITF Issue No. 07-5 is to determine whether a financial instrument or an embedded feature qualifies for the first part of the scope exception (indexed
to its own stock) described in paragraph 11(a) of SFAS No. 133. If so, and if the financial instrument or embedded feature has all the characteristics described in paragraphs 6-9 of SFAS No. 133, it must be analyzed under other
GAAP [including EITF Issue No. 05-2 The Meaning of Conventional Convertible Debt Instrument in Issue No. 00-19 to determine whether it is classified in stockholders equityor would be if it were a freestanding
instrument. If a financial instrument is otherwise a derivative as defined by SFAS No. 133 and does not qualify under the exception described above, it must be reported as a derivative and accounted for at estimated fair value; whether
such an embedded feature must be separated from the host contract (and accounted for as a derivative) is based on other criteria described in SFAS No. 133. If the conversion feature embedded in a convertible debt instrument meets both
elements of the scope exception in paragraph 11(a) of SFAS No. 133, it would not be separated from the host contract or accounted for as a derivative by the issuer.



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Under EITF Issue No. 07-5, an entity must determine whether an equity-linked financial instrument or embedded
feature is indexed to its own stock by using the following two-step approach: (1) evaluate the instruments contingent exercise provisions (if any), and (2) evaluate its settlement provisions. An exercise contingency (as defined)
will not preclude an instrument or an embedded feature from being considered indexed to an entitys own stock provided that it is based on either (a) an observable market other than the market for the issuers capital stock or
(b) an observable index other than one calculated or measured solely by reference to the issuers own operations (for example, revenues or EBITDA). If the instrument qualifies under Step 1, it is then analyzed under Step 2. An
instrument (or embedded feature) is considered indexed to an entitys own stock if its settlement amount will equal the difference between the estimated fair value of a fixed number of the entitys equity shares and either a fixed monetary
amount or a fixed amount of a debt instrument issued by the entity. With very few exceptions - unless the only variables that could affect the settlement amount would be inputs to the estimated fair value of a fixed-for-fixed
forward or option on equity shares, an instruments strike price or the number of shares used to calculate the settlement are not considered fixed if its terms provide for any potential adjustment, regardless of the probability of the
adjustment or whether any such adjustments are within the entitys control. As a result, standard anti-dilution clauses will apparently preclude an instrument from being considered indexed to its own stock.

EITF Issue No. 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those
years. The guidance in such pronouncement must be applied to outstanding instruments as of the beginning of the fiscal year in which it is adopted, with a cumulative-effect adjustment of opening retained earnings (or other appropriate
components of equity or net assets). The adoption of EITF Issue No. 07-5 is not expected to have on the Companys future interim and annual financial statements.

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.

3.
Going Concern and Liquidity Matters

The accompanying financial statements have been prepared under the assumption that the Company will continue
as a going concern. 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 $432,845 during
year ended February 28, 2009, and has incurred net cash outflows from operating activities during the years ended February 28, 2009 and February 29, 2008 of $171,258 and $228,139, respectively. These factors create substantial doubt
as to the Companys ability to continue as a going concern. During the nine months ended February 28, 2009 the Company generated net proceeds from the sale of stock and issuance of debt amounting to $210,608.

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 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



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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.

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

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

4. Film Development Costs

At February 28, 2009 and February 29, 2008, the Company has capitalized $25,000 and $248,390,
respectively for film development costs.

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

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

The Company
assessed the valuation of its film development costs and the Companys management has determined that $9,050 of capitalized film development costs were impaired and were written off during the period ended February 28, 2009.

5. Equipment

Equipment consisted of the following as of
February 28, 2009 and February 29, 2008.



|                                     |  |                  |         |   |                  |   |         |  
|------------------------------------ |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                                     |  | February 28,2009 |         |   | February 29,2008 |  
|Furniture and leasehold improvements |  | $                | 2,554   |   |                  | $ | 2,554   |  
|Computers and office equipment       |  |                  | 36,190  |   |                  |   | 36,190  |  
|                                     |  |                  |         |   |                  |   |         |  
|                                     |  |                  | 38,744  |   |                  |   | 38,744  |  
|Less: accumulated depreciation       |  |                  | (38,465 | ) |                  |   | (36,465 | )
|                                     |  |                  |         |   |                  |   |         |  
|                                     |  | $                | 279     |   |                  | $ | 2,279   |  
|                                     |  |                  |         |   |                  |   |         |  

Depreciation expense for the year ended February 28, 2009 and February 29, 2008 amounted to $2,000 and
$3,611, respectively.

6. Line of Credit Due To Related Party

On August 19, 2004, the Company obtained a $250,000 unsecured line of credit from Mainas Development Corporation (a company owned by a stockholder and director of the Company) to be drawn down upon as needed with
an interest rate of 9% per annum. As of February 28, 2009 and February 29, 2008, the outstanding balance amounted to $203,622 and $182,622, respectively, and is due on demand.



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7. Note Payable to Stockholders

Notes payable to stockholders consist of the following at February 28, 2009 and February 29, 2008.



|                                                                                                                                                       |  |                  |         |                  |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------- | ------- | ---------------- | - | -------
|                                                                                                                                                       |  | February 28,2009 |         | February 29,2008
|Note payable to a stockholder and director of the Company, earning interest is being charged at 8% per annum. The note is unsecured and
due on demand. |  | $                | 457,222 |                  | $ | 442,947
|Note payable to a stockholder and director of the Company, earning interest at 7% per annum. The note is unsecured and due on demand.                  |  |                  | 42,000  |                  |   |       
|Note payable to a stockholder of the Company, the note is unsecured, due on demand and non-interest bearing.                                           |  |                  | 16,715  |                  |   | 16,715 
|Note payable to an individual and also a stockholder of the Company, earning interest at 6% per annum. The note is unsecured and due on
demand.        |  |                  |        |                  |   | 49,318 
|Note payable to an individual, also a stockholder of the company, earning interest at 6 % per annum. The note is unsecured and due
on demand.          |  |                  |        |                  |   | 100,000
|                                                                                                                                                       |  |                  |         |                  |   |        
|Total notes payable to stockholders, all current                                                                                                       |  | $                | 515,937 |                  | $ | 608,980
|                                                                                                                                                       |  |                  |         |                  |   |        

8. Fair Value Measurement

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

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

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



|         |  |                                                                                                                                                                                                              
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1: |  | Quoted prices in active markets for identical or similar assets and liabilities.                                                                                                                             
|         | 
|Level 2: |  | Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and
liabilities.
|         | 
|Level 3: |  | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.                                                              

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

Management
has concluded that it is not practical to determine the estimated fair value of amounts due to related parties. SFAS No. 107 requires that for instruments for which it is not practicable to estimate their fair value, information pertinent to
those instruments be disclosed, such as the carrying amount, interest rate, and maturity, as well as the reasons why it is not practicable to estimate fair value. Management believes it is not practical to estimate the fair value of such financial
instruments because the



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transactions cannot be assumed to have been consummated at arms length, the terms are not deemed to be market terms, there are no quoted values
available for these instruments, and an independent valuation would not be practicable due to the lack of data regarding similar instruments, if any, and the associated potential costs.

The Company adopted SFAS 159 effective March 1, 2008. This statement provides companies with an option to report selected financial assets and liabilities at fair value. The Company did not elect the fair value
option for any of such eligible financial assets or financial liabilities as of February 28, 2009 and February 29, 2008.

9. Common
Stock

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

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

On April 4, 2007, the Company entered into an investor relations and consulting agreement with CRG Partners, Inc. to provide services over a three month period
under which it issued 15,000 shares of its common stock in exchange for such services. The shares were valued based on the value of the services totaling $78,000 (which is more clearly determinable) and were expensed and included as general and
administrative expenses in the accompanying statement of operations for the year ended February 28, 2008.

On August 16, 2007, the Company issued
716,667 shares of its common stock at $0.30 per share for a total amount of $65,000.

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

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

On April 22, 2008, the Company entered into an investor relations and consulting agreement with CRG Partners, Inc, with an initial period of 30 days and a
renewal period of an additional 150 days. The agreement requires the Company to issue 60,000 shares of its common stock upon signing the agreement and 300,000 shares if the Company renews the agreement, this agreement has expired. The 60,000 shares
issued on April 22, 2008 were valued at $.13 per share or $7,800 and has been expensed in the statement of operations.

On May 21, 2008, the
Company issued 100,000 shares of its common stock at $.25 per share for no cash consideration. The Company recorded a discount of $27,500 related to the issuance of this common stock, which has been reflected in loss on issuance of common stock in
the accompanying statement of operations.



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On June 2, 2008, the Company executed a debt conversion agreement with George Mainas, a Company director and
principal stockholder and debt holder, for the conversion of $30,000 in Company debt into 120,000 shares of the Companys common stock for $.25 per share. The issuance of the Companys shares of common stock to Mr. Mainas was exempt
from registration under the Securities Act pursuant to Section 4(2) thereof. The shares of the Companys Common Stock to issued to Mr. Mainas are restricted shares, and may not be sold, transferred or otherwise disposed without
registration under the Securities Act or an exemption thereunder. As the fair value of the common stock issued amounted to $60,000 on the date of the agreement, the conversion resulted in a loss on the issuance of common stock of $30,000, which is
reflected in the accompanying statement of operations for the year ended February 28, 2009.

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

10. 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. The Company has granted and issued the stock options in the financial statements as shareholder approval is nothing more than an administrative matter, consistent with SFAS 123(R), Share Based Payment.

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

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

On March 18, 2008, the Company granted its Chief Executive Officer and principal financial officer to purchase up to 200,000 of its common stock at $.25 per
share. These stock options expire on March 18, 2009. All of these stock options vested on the grant date. The estimated value of the options issued amounted to $22,720, which is reflected as general administrative expenses in the accompanying
statement of operations for the year ended February 28, 2009.

On June 20, 2008, the Company granted options to purchase an aggregate total of
400,000 shares of Company common stock to two stockholders and directors of the Company under the Companys 2007 Equity Incentive Plan at an exercise price of $.25 per share. The options vest immediately and have a 5 year contractual life. Of
these options, 100,000 were subsequently cancelled in August 2008. The issuance of the options was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. The estimated value of the options issued amounted to
$102,292, which is reflected as general administrative expenses in the accompanying statement of operations for the year ended February 28, 2009.

On
July 23, 2008, the Company granted options to purchase 100,000 shares of Company Common Stock under the Companys 2007 Equity Incentive Plan at an exercise price of $.25 per share, in consideration for certain consulting services. The
options vest immediately and have a 3 year contractual life. The issuance of the options was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. The estimated value of the options issued amounted to $22,521,
which is reflected as an operating expense in the accompanying statement of operations for the year ended February 28, 2009.



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



|                        |  |                            |   |  |                            |  
|----------------------- |  | -------------------------- | - |  | -------------------------- | -
|                        |  | Year endedFebruary 29,2008 |   |  | Year endedFebruary 29,2008 |  
|Expected life in years  |  | 2-5                        |   |  | 2-5                        |  
|Stock price volatility  |  | 113%-379                   | % |  | 112%-379                   | %
|Risk free interest rate |  | 2.81%-3.30                 | % |  | 2.81%-3.75                 | %
|Expected dividends      |  | None                       |   |  | None                       |  
|Forfeiture rate         |  | 0                          | % |  | 0                          | %

A summary of option activity as of February 28, 2009 and February 29, 2008, and changes during the year
then ended is presented below:



|                                 |  |          |   |  |                       |      |                                 |      |                         |   |  
|-------------------------------- |  | -------- | - |  | --------------------- | ---- | ------------------------------- | ---- | ----------------------- | - | -
|Options                          |  | Shares   |   |  | WeightedExercisePrice |      | RemainingContractualTerm(Years) |      | AggregateIntrinsicValue
|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 |                         | $ | 
|Granted                          |  | 700,000  |   |  |                       | 0.25 |                                 | 2.80 |                         |   |  
|Exercised                        |  |         |   |  |                       |     |                                 |      |                         |   |  
|Forfeited or expired             |  | (225,000 | ) |  |                       | 2.89 |                                 |      |                         |   |  
|                                 |  |          |   |  |                       |      |                                 |      |                         |   |  
|Outstanding at February 28, 2009 |  | 800,000  |   |  | $                     | 0.21 |                                 | 3.09 |                         | $ | 
|                                 |  |          |   |  |                       |      |                                 |      |                         |   |  
|Exercisable at February 28, 2009 |  | 800,000  |   |  | $                     | 0.21 |                                 | 3.09 |                         | $ | 
|                                 |  |          |   |  |                       |      |                                 |      |                         |   |  

There were no options exercised during the years ended February 28, 2009 and February 28, 2008. There is
no unvested compensation at February 28, 2009.

11. Income Taxes

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

The adoption
of FIN 48 did not impact the Companys financial condition, results of operations or cash flows. At February 28, 2009 and February 29, 2008, the Company had net deferred tax assets of approximately $1.592 million and $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



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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 28, 2009 and February 29, 2008:



|                     |  |      |       |      |   |      
|-------------------- |  | ---- | ----- | ---- | - | -----
|                     |  | 2009 |       | 2008
|Current:             |  |      |       |      |   |      
|Federal income taxes |  | $    |      |      | $ |     
|State income taxes   |  |      | 1,178 |      |   | 1,600
|Deferred             |  |      |      |      |   |     
|                     |  |      |       |      |   |      
|                     |  | $    | 1,178 |      | $ | 1,600
|                     |  |      |       |      |   |      

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 28,2009 |          |   | For the yearendedFebruary 29,2008 |  
|Expected tax benefit using regular rates |  | $                                 | (146,767 | ) |                                   | $ | (174,154 | )
|State minimum tax                        |  |                                   | 1,178    |   |                                   |   | 1,600    |  
|Valuation allowance                      |  |                                   | 146,767  |   |                                   |   | 174,154  |  
|                                         |  |                                   |          |   |                                   |   |          |  
|Tax Provision                            |  | $                                 | 1,178    |   |                                   | $ | 1,600    |  
|                                         |  |                                   |          |   |                                   |   |          |  

The Company has loss carry forwards totaling $4,682,809 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  
|2028 |  |                 | 697,118  
|2029 |  |                 | 431,667  
|     |  |                 |          
|     |  | $               | 4,682,809
|     |  |                 |          

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.



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12. Subsequent Events

In March 2009, the Company has earned $50,000 in consulting services. Payment was received in March 2009.

On March 18, 2009, 200,000 stock
options owned by a shareholder and director of the Company expired.

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



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