10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2010

OR

¨ TRANSITION REPORT PURSUANT TO 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.

(Exact name of registrant as specified in its charter)

Delaware	98-0220849
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

(310) 358-3213

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Name of each exchange on which registered:
None	None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statement 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of last business day of the registrant’s most recently completed second fiscal quarter as reported on the OTC Bulletin Board ($0.11 per share), was approximately $294,363. Shares of the registrant’s common stock held by each officer and director of the registrant and by each person or entity who is known to own beneficially 5% or more of the registrant’s outstanding common stock have been excluded for purposes of the foregoing calculation on the basis that such persons and entities may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of May 4, 2010, the registrant had 20,002,213 shares of its common stock issued and outstanding.

Table of Contents

	Page
Part 1	4
Item 1 Description of Business	4
Item 1A Risk Factors	9
Item 1B Unresolved Staff Comments	17
Item 2 Properties	17
Item 3 Legal Proceedings	17
Item 4 (Removed and Reserved)	17
Part II	17
Item 5 Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6 Selected Financial Data	19
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A Quantitative and Qualitative Disclosures About Market Risk	23
Item 8 Financial Statements and Supplementary Data	23
Item 9 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	23
Item 9A Controls and Procedures	23
Item 9B Other Information	25
Part III	26
Item 10 Directors, Executive Officers and Corporate Governance	26
Item 11 Executive Compensation	30
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13 Certain Relationships and Related Transactions, and Director Independence	33
Item 14 Principal Accountant Fees and Services	34
Part IV	35
Item 15 Exhibits, Financial Statements and Reports on Form 8-K	35
Signatures	37
Consolidated Financial Statements

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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. 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 “Risk Factors” and elsewhere in this Annual Report on Form 10-K and other reports we file with the SEC.

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”) 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.

EntertainmentXpress, Inc. Acquisition

The Company completed its acquisition of EntertainmentXpress, Inc., a California corporation (“EntertainmentXpress”) on May 4, 2010. As a result of the acquisition, the Company owns 100% of the outstanding shares of EntertainmentXpress, which will operate as a subsidiary of the Company. EntertainmentXpress plans to roll out a network of conveniently located, self-service, kiosks which deliver DVD movies and other content to consumers. The kiosks will provide consumers the ability to rent and purchase DVD movies, video games and other products. The Company plans to locate the kiosks in quick-serve food locations, grocery stores and other high-traffic, public venues.

The acquisition of EntertainmentXpress occurred after the Company’s year ended February 28, 2010. This report on Form 10-K includes the financial results and business of the Company through February 28, 2010; and the financial results and business of EntertainmentXpress from its inception in December 2009 through February 28, 2010.

In order to maintain clarity in this report, references to the business of the Company prior to May 4, 2010 will be indicated as “PMW”; references to the business of the Company’s subsidiary EntertainmentXpress will be indicated as “EntertainmentXpress”; and references to the “Company,” “we,” “us” or “our” refer to the combined businesses of PMW and EntertainmentXpress after May 4, 2010.

PMW Business Description

PMW Feature Film and Television Projects

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

Film Projects

“The Clown”

“Monsters”

“The Action”

“On The Hedge”

“The Circuit”

“3 Day Test”

“The Last Outlaw”

Television Projects

“Carry Your Weight”

“The Fastest Car in America”

“A Taste of History”

“TechStyle”

“3 Day Test Reality Show”

“Run and Gun”

“Ultimate 18”

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

PMW also has an ownership interest in the following film projects which are completed and in distribution:

PMW Ownership Interest in Film Projects – Completed and In Distribution

“Car Pool Guy”

“Donna on Demand”

“Dead Air”

Company Interest in Limited Liability Companies For Projects

On August 26, 2008, PMW executed a Purchase Agreement with Corbin Bernsen, and an entity owned by him, providing for the sale of certain PMW limited liability company interests and projects. The agreement provided for the sale of PMW’s membership interests in DOD, LLC and Dead Air, LLC and for PMW to resign as the manager of each; PMW’s sale of one-half of its 40% interest in the production of the film “Car Pool Guy”; and PMW’s sale of one-half interest in the script for the film “3 Day Test”. In consideration for these assets, Mr. Bernsen agreed to forgive all of the PMW debt to him (in the approximate amount of $55,000) and agreed to pay PMW future royalty payments from the projects. PMW 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”.

Company Intellectual Property

PMW owns and maintains the Internet domain names www.publicmediaworks.com, and www.publicmusicworks.com. PMW has also registered numerous Internet domain names for specific projects. PMW owns a service mark for “PublicFilmWorks.” PMW may also protect various other words, names, symbols, and devices that are used with goods produced by PMW 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. PMW has not filed applications to protect any other trade or service marks, and there can be no assurances PMW will receive such trade or service mark protection.

As a matter of practice, PMW copyrights all screenplays, project treatments, and other original material that it produces. PMW 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 PMW 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. PMW also intends to register all applicable screenplays and scripts with the Writers Guild of America. PMW 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

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All treatments for its films and shows are developed internally, and are the property of PMW. 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 PMW for all time and in all markets. However, there can be no assurance that PMW can protect its intellectual property, or that PMW will be able to receive all benefits from its intellectual property.

Market and Competition

According to Box Office Mojo, the total 2009 United States theatrical box office revenues were approximately $10.5 billion, and the following twelve major studios comprised approximately 96% of that market share: Warner Bros. (19.9%); Paramount (13.9%); Sony/Columbia (13.7%); 20^th Century Fox (13.2%); Buena Vista (11.6%); Universal (8.2%); Summit Entertainment (4.6%); Lionsgate (3.8%); Fox Searchlight (2.4%); Weinstein Company (1.9%); Focus Features (1.5%) and Overture Films (1.5%). PMW competes with these major studios, as well as numerous other independent studios, for market share. According to Nielsen Media Research, there are over 114 million television households in the United States for the 2009-2010 broadcast season. There are a number of companies producing and distributing television shows, including the national networks, hundreds of cable channels, and numerous private production companies. PMW also competes with these companies.

During the fiscal year ended February 28, 2010, PMW generated only $50,000 in revenues. PMW’s competitors have greater resources, market presence and name recognition than PMW. Moreover, although PMW has several registered scripts, PMW has not yet produced a show which has been taken into distribution. Consequently, PMW has not yet established a position in the television industry, and faces intense competition upon entry.

Government Regulation and Self-Regulating Associations

PMW does not require any government approval for the operation of its business. PMW’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. PMW’s costs for compliance with environmental laws are negligible.

PMW’s films are subject to rating classifications from the Motion Picture Association of America (or MPAA), which is a nongovernmental, self-regulating association. PMW expects 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 3 individuals. The Company considers its relations with its employees to be good, and does not have any employment agreements.

EntertainmentXpress Business Description

EntertainmentXpress, Inc., formerly Digital Flow Media, Inc., was formed in December 2009 as a California corporation. In 2010, the Company acquired EntertainmentXpress to create an entertainment and content distribution company tied into both the film and video games industries.

Our core business model focuses on responding to the demand of film and video game producers for access to consumers in real-time by offering self-service digital media rentals through kiosks where consumers can rent or purchase movies, video games and other digital media. Our goal is to create superior kiosk and digital network technologies.

We are planning to install EntertainmentXpress digital media kiosks at high traffic consumer retail establishments, including food service retailers, grocery stores and other high-traffic public venues. Our digital media kiosks supply the functionality of a traditional video rental store, yet typically occupy an area of less than ten square feet. Consumers use a touch screen to select their DVD, video game or other digital media, swipe a valid credit or debit card, and receive their selection(s). The process is designed to be fast, efficient and fully automated with no membership fees. Our business plan is modeled after the success of other publicly-traded kiosk rental companies, such as Coinstar’s (NasdaqGS: CSTR) RedBox DVD rental business, in this newly emerging industry.

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We plan to generate revenue primarily through fees charged to rent or purchase a DVD, video game or other digital media, and pay retailers a percentage of our revenue. We will charge flat rental fees per night and if the consumer chooses to keep the rental(s) for additional nights, the consumer will be charged for each additional night. The kiosks are equipped to accept payment by credit card, which allows us to charge for additional nights, or the failure to return a DVD or video game.

We also plan to sell advertising space on our rental services kiosks and offer retail partner branded kiosks. Our kiosks can be equipped with a flatscreen display that can display advertising and be tailored to specific venue promotions. We also are pioneering the promotion of the brand of our retailers by incorporating their logos and colors on our kiosks.

Growth Strategy

According to The NPD Group, a leading market research company, DVD movie and video game rental kiosks are experiencing more growth than either subscription services or store rentals and video rental kiosks will make up nearly 30 percent of video rentals in the U.S. in 2010. Our strategy to capitalize on the explosion of demand for rental kiosks includes these key elements.

Controlling Valuable Real Estate

• Industry leading retail partner incentive programs such as revenue share, co-branding, in store promotions, and high yield strategic financing.

• Co-marketing programs tailored to specific retail partners designed to increase sales lift.

Preferred Access to Content

• Advertising new film and video game releases on behalf of content partners over the kiosk integrated ad network in order to gain early and preferential access to new releases thereby maximizing key metrics such as Unit Yield.

Proprietary Kiosk Designs

• Proprietary kiosk designs which incorporate digital downloads, multiple plasma screen stations, an integrated digital ad network and ADA compliant access.

• Small foot print kiosk designs which optimize revenue per square foot.

Publicly Traded Company

• Public company and lease financing strategies to access capital as dictated by the growth curve.

• High consumer visibility through the public company profile.

Manufacturing

We have entered into a non binding letter of intent to secure our kiosks from Videosystem Inc. (Videosystem), in Schio, Italy, for exclusive worldwide distribution of a custom manufactured kiosk. Videosystem is one of the largest DVD kiosk manufacturing specialists in the world. Videosystem provides a base kiosk that is pre-engineered to be easily adapted to future generations of technology as well customizable for unique applications. Additionally, the kiosk is fully compliant with the Americans with Disability Act. We believe that this outsourced approach allows us to reduce operating expenses and capitalize on the Videosystem’s experience and economies of scale.

Media Licenses

We obtain inventory of media, including DVDs, from certain wholesale distributors and third-party retailers. As our business develops, we intend to enter into license agreements with studios for video game and DVD media. However we do not have any license agreements in effect at this time.

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Customers

We have entered into initial agreements with certain food service retailers to place kiosks. These initial agreements provide for us to provide kiosks for placement in certain of their restaurants on a trial basis. We have entered into an agreement Aurora Huts LLC, a Pizza Hut franchisee which operates 155 Pizza Hut locations. Additionally, we have entered into five separate agreements with certain Popeye’s restaurant franchisees, which cumulatively operate 74 of the highest volume Popeye’s stores in the greater Houston Area, including: Salil Keswani, Chairman of Popeye’s Development Committee and a board member of Popeye’s International Franchise Association; Broford Inc. owned by Harry Stafford, outgoing Chairman of Popeye’s International Franchise Association (PIFA), current Board member of the association, and the head of the Marketing Committee; Cardinal Southwest, owned by Charles Boyd and Alvin Rucker, committee members on PIFA’s Tech and R&D committees; Houston Fast Food, owned by Miller and Family; GRM Operations, owned by Greg Hobbs, DMA president and PIFA committee member; and Continental Superior Management, owned by Ali Lakhany.

Competition

We face competition from a variety of video distribution channels, not only from other independent digital media rental service providers, but also from other providers of movie and video game content, from traditional stores, such as Blockbuster and Hollywood Video, to other self-service kiosks, such as RedBox, to online or postal providers, such as Netflix, to other movie distribution rental channels, such as pay-per-view, video-on-demand, online streaming, premium television, basic cable, and network and syndicated television. Each of these competitors is more experienced in the business and has or have more resources than we have.

Our chief competitors in the DVD kiosk-providers field are both public companies: RedBox, owned by Coinstar, and NCR. RedBox had reported massive growth in adoption and sales and has expressed the opinion that the kiosk DVD business is still in its nascent state. RedBox’s revenues for 2009 were $774 million, which represents a doubling of revenue from 2008. More than 22,000 RedBox kiosks are in place which represents an increase of 75% from the prior year. In addition to rentals, RedBox consumers also purchased an estimated 120 million new DVDs in 2009 for about 13% of the estimated overall sales of DVDs nationwide.

We intend to distinguish ourselves from the competition by offering more digital product offerings in future phases (such as music), offering distribution partner-branded kiosks, implementing a fully integrated solution for in store advertising, and offering kiosks pre-designed to become media filling stations to a variety of digital storage devices. Additionally, our relationship with Public Media Works gives us unique access to certain entertainment industry contacts, which can result in additional media content, less expensive agreements and exclusive movie promotion opportunities.

Government Regulation

Our business will be subject to federal, state and local laws and government regulations, including laws relating to access to machines in public places, credit card and debit card transactions, consumer protection, consumer privacy and data protection. The application of existing laws or the enactment of new laws or regulations may materially impact the way we are required to conduct operations.

Employees

As of the date of this report, the EntertainmentXpress employs 9 individuals. EntertainmentXpress considers its relations with its employees to be good.

Incorporation and History

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 did not have 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. On August 29, 2003, Burnam entered into a

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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.”

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 with the SEC. Our business, financial condition, and the trading price of our common stock could be adversely affected by these and other risks.

PMW BUSINESS RISKS

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

The costs of producing and marketing feature films have steadily increased and may further increase in the future, which may make it more difficult for our films 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

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respect to a particular film may result in any such film being abandoned, not being ready for release at the intended time or ever or the postponement of release to a potentially less favorable time, all of which could have a significant negative effect on the overall financial success of such film. Budget overruns could also prevent a picture from being completed or released. Any of the foregoing could have a material adverse effect on our business, results of operations and financial condition.

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

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

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

• public taste, which is always subject to change;

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

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

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

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

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.

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

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

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

ENTERTAINMENTXPRESS BUSINESS RISKS

Our business is dependent upon our ability to secure contracts with retailers and our inability to secure contracts or the termination of contracts with one or more of our significant retailers could seriously harm our business, financial condition and results of operations. The success of our business depends in large part on our ability to secure and maintain contractual relationships with retailers in high traffic locations such as fast casual restaurants and grocery stores. We are only beginning to secure concession rights with retailers. If these retailers cancel our concession rights, or if we are unsuccessful in securing concession rights with additional retailers our business, financial condition and results of operations will suffer.

We will need to secure substantial capital in order to finance the placement of kiosks with retailers. Our business model requires us to purchase the kiosk from our vendor before we place it with the retailer. If we are successful in securing retail locations we will need substantial additional capital to procure additional digital media kiosks.

We depend upon third-party manufacturers, suppliers and service providers for key components and substantial support for our rental services machines and equipment. We depend on outside parties to manufacture our digital media kiosks. We have installed initial trial machines and intend to continue to expand our installed base of machines and equipment. Such expansion may be limited by the manufacturing capacity of our third-party manufacturers and suppliers. Third-party manufacturers may not be able to meet our manufacturing needs in a satisfactory and timely manner. If there is an unanticipated increase in demand for digital media kiosks, we may be unable to meet such demand due to manufacturing constraints. If we are unable to obtain sufficient quantities of components or to locate alternative sources of supply on a timely basis, we may experience delays in installing or maintaining digital media kiosks, any of which could seriously harm our business, financial condition and results of operations.

There are many risks related to our rental services business that may negatively impact our business. The home video and gaming industry is highly competitive with many factors affecting our ability to profitably manage our rental services business. We plan to develop a nationwide infrastructure of digital media kiosks. The home video and game distribution market is rapidly evolving as new technologies and distribution channels are being developed to

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compete for market share. Competitive distribution channels include traditional specialty retailers such as Blockbuster, mail services such as NetFlix, pay-per-view services through cable companies, and Internet based media such as YouTube. There is no assurance that the digital media kiosk channel will maintain or achieve additional market share over the long-term, and if it does not, our business, operating results and financial condition will be materially and adversely affected.

We face competition from much larger and well-established companies. We face competition from much larger and well-established companies. Our competition is not only from other independent digital media rental service providers, but also from other providers of movie and video game content, from traditional stores, such as Blockbuster and Hollywood Video, to other self-service kiosks, such as RedBox, to online or postal providers, such as Netflix, to other movie distribution rental channels, such as pay-per-view, video-on-demand, online streaming, premium television, basic cable, and network and syndicated television, many of whom may be more experienced in the business or have more resources than we do or otherwise compete with us in this segment of our business as described above. All of these competitors have or may have greater financial resources, production, sales, marketing, engineering and other capabilities with which to develop, manufacture, market and sell their products, and more experience in research and development than we have. As a result, our competitors may have greater credibility with our existing and potential customers. Further, because most of our target market is already using rental services from one or more of our competitors, our success is dependent upon our ability to attract customers away from their existing providers.

Payment of increased service fees to retailers could negatively affect our business results. We face ongoing pricing pressure from our retailers to increase the service fees we pay to them on rental services or to make other financial concessions to win or retain business. If we are unable to respond effectively to ongoing pricing-related pressures, we may fail to win or retain certain accounts. An increase in service fees paid or other financial concessions made to our retailers could significantly increase our direct operating expenses in future periods and harm our business.

We may experience delays in introducing services to the market and our services may contain defects which could seriously harm our results of operations. A key element of our business strategy is to provide differentiated service through delivery of a variety of media and the use of newer technologies. We may experience delays in introducing new or enhanced products or services to the market. Such delays, whether caused by factors such as unforeseen technology issues or otherwise, could negatively impact our sales revenue in the relevant period. In addition, we may terminate new product, service or enhancement development efforts prior to any introduction of a new product, service or enhancement. Any delays for new offerings currently under development or any product defect issues or product recalls could adversely affect the market acceptance of our products or services, our ability to compete effectively in the market, and our reputation, and therefore, could lead to decreased sales and could seriously harm our results of operations.

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If we do not manage our DVD and video game inventory effectively, our business, financial condition and results of operations could be materially and adversely affected. A critical element of our rental services business model is to optimize our inventory of DVD and video game titles and copy depth to achieve satisfactory availability rates to meet consumer demand while also maximizing margins. If we do not timely acquire sufficient DVD and video game titles, due to, for example, not correctly anticipating demand, intentionally acquiring fewer copies than needed to fully satisfy demand or the lack of available titles, we may not appropriately satisfy consumer demand, which could decrease consumer satisfaction and we could lose consumers to competitors. Conversely, if we attempt to mitigate this risk and acquire a larger number of copies to achieve higher availability rates for select titles or a wider range of titles, our inventory utilization would become less efficient and our margins for rental services would be adversely affected. Our ability to accurately predict consumer demand as well as market factors, such as our ability to obtain satisfactory distribution arrangements, may impact our ability to timely acquire appropriate quantities of certain DVD and video game titles. In addition, if we are unable to obtain or maintain favorable terms from our suppliers with respect to such matters as timely movie access, copy depth and product returns, among others, or if the price of DVDs or video games increases or decreases generally or for certain titles, our inventories may become unbalanced and our margins may be adversely affected. Further, a delay in our ability to rent certain studios’ DVD titles pursuant to a delayed rental window may negatively affect consumer satisfaction and demand, and we could lose consumers to our competitors because of the timing of our inventory. In addition, if we are unable to comply with or lack the necessary internal controls to ensure appropriate documentation and tracking of DVD and video game inventory, we may, among other things, violate certain of our studio licensing arrangements, be forced to pay a fee for unaccounted for DVDs and be susceptible to risks to theft and misuse of property, any of which may negatively affect our margins in the rental services business. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.

FINANCIAL RISKS

We require additional financing to sustain our operations and without it we may not be able to continue operations. 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.

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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, 2010, we had cumulative net losses of $5,159,569 and we had net loss in the year ended February 28, 2010 of $136,135. 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, 2010 and February 28, 2009.

We 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 $230,875 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.

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

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

CORPORATE AND OTHER RISKS

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

We are responsible for the indemnification of our officers and directors. Should our officers and/or directors require us to contribute to their defense, we may be required to spend significant amount of our capital. Our bylaws 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.

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.

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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 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.

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.

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

We may be unable to list our common stock on NASDAQ or on any securities exchange. Although we may apply to list our common stock on NASDAQ or the NYSE Amex 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 NYSE Amex 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 1B UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

PMW subleases space on a month to month basis from Al Hayes, the Company’s former Chief Operating Officer and board member. The rent for the sublease and shared use of resources is $500.00 per month. The space is located at 8840 Wilshire Blvd., Beverly Hills, California 90211, and is in good condition.

EntertainmentXpress subleases space from EBN-Larkspur, Inc., a Colorado corporation d/b/a Executive Business Centers. The rent for the sublease is $4,100.00 per month and will terminate on May 15, 2010. The space is located at 100 Larkspur Landing Circle, Larkspur, California 94939, and is in good condition.

Effective May 6, 2010, PMW entered into a new sublease for 3,040 square feet of office space located at 2330 Marinship Way, Suite #300, Sausalito, California 94965. The term of the sublease is 23.5 months commencing May 15, 2010 and the monthly rent is $7,448. The office space 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. (REMOVED AND RESERVED)

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.

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Public Media Works, Inc.	High  Closing Bid		Low  Closing Bid
FISCAL YEAR ENDING FEBRUARY 28, 2010
FIRST QUARTER (3/1/09 to 5/31/09)	$	.29	$	.19
SECOND QUARTER (6/1/09 to 8/31/09)	$	.25	$	.11
THIRD QUARTER (9/1/09 to 11/30/09)	$	.55	$	.25
FOURTH QUARTER (12/1/09 to 2/28/10)	$	.55	$	.02
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

Holders

As of May 4, 2010, 20,002,213 shares of our common stock were issued and outstanding, and held by approximately 103 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, 2010, 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
600,000	$.20	400,000

Recent Sales of Unregistered Securities

On April 20, 2010, the Board of Directors approved the issuance of 20,000 shares of Company common stock to each of five individuals in exchange for their services to the Company. The individuals are Joseph Merhi, our former Chief Executive Officer and a director; Elie Samaha, our former President and a director; Edward Frumkes, a director; Al Hayes, our former Chief Operating Officer; and Corbin Bernsen, the President of our Public Film Works division. The shares of the Company’s Common Stock issued to the five individuals are restricted shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an exemption there under. The shares of Company common stock were offered and sold in reliance on the exemption from registration afforded by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended. The offering was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the individuals in connection with the offering.

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On April 23, 2010, the Company issued 150,000 shares to an investor relations consulting firm in exchange for services to be provided by the firm. The shares of the Company’s Common Stock issued the investor relations firm are restricted shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an exemption there under. The shares of Company common stock were offered and sold in reliance on the exemption from registration afforded by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended. The offering was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the investor relations firm in connection with the offering.

On May 4, 2010, in connection with the closing of the Amended and Restated Exchange Agreement with EntertainmentXpress, the Company issued 13,685,755 to the 33 shareholders of EntertainmentXpress. The shares of the Company’s Common Stock issued the EntertainmentXpress shareholders are restricted shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an exemption there under. The shares of Company common stock were offered and sold in reliance on the exemption from registration afforded by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended. The offering was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the shareholders in connection with the offering.

Commencing May 2010, the Company initiated a private placement of convertible notes and warrants. The convertible notes convert into common stock at the conversion price of $1.00 per share. The warrants are exercisable for a period of one year at an exercise price of $1.25 per share, and are redeemable by the Company if the price of the Company’s common stock exceeds $2.25 per share for seven or more consecutive trading days. The convertible notes and warrants were offered and sold in reliance on the exemption afforded by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended.

Repurchases of Equity Securities by the Company and Affiliates

None

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 and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our consolidated financial statements and the notes presented herein. See “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.” below. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed in this report. See “Forward-Looking Statements” above.

Overview

PMW is engaged in the development, production, marketing and distribution of film, music and television entertainment media.

EntertainmentXpress plans to roll out a network of conveniently located, self-service, kiosks which deliver DVD movies and other content to consumers. The kiosks will provide consumers the ability to rent and purchase DVD movies, video games and other products. EntertainmentXpress plans to locate the kiosks in quick-serve food locations, grocery stores and other high-traffic, public venues.

Results of Operations for PMW

The Company’s revenues for the fiscal year ended February 28, 2010 were $50,000 and February 28, 2009 were $0.

The Company’s operating expenses for the fiscal year ended February 28, 2010 were $103,099, compared to operating expenses of $308,725 for the fiscal year ending February 28, 2009. This decrease in operating expenses is attributed to cost cutting measures and a decrease in stock based compensation by the Company.

The Company had a net loss of $136,135 for the fiscal year ended February 28, 2010, compared to a net loss of $432,845 for the fiscal year ended February 28, 2009. This decrease in operating expenses is attributed to cost cutting measures and a decrease in stock based compensation by the Company.

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The Company reported a cumulative net loss of $5,159,569 from inception through February 28, 2010.

The Company’s net cash used by operating activities decreased from $171,258 for the fiscal year ended February 28, 2009 to $49,761 for the fiscal year ended February 28, 2010. This decrease is also attributed to cost cutting measures by the Company.

Results of Operations for EntertainmentXpress

EntertainmentXpress was formed in December 2009. The discussion below describes EntertainmentXpress’ results of operation for the period from inception to February 28, 2010.

EntertainmentXpress did not generate any revenues during the fiscal year ended February 28, 2010.

Direct operating expenses for the period were $9,949 and were comprised of initial expenses for kiosk preparation.

Other expenses for the period ended February 28, 2010 included: general and administrative expenses of $26,948; $19,445 in fees to consultants; depreciation expense of $234; lease expense of $4,100; and professional fees including legal and accounting fees of $78,193.

EntertainmentXpress reported a net loss of $138,870 from inception through February 28, 2010.

Liquidity and Capital Resources

At February 28, 2010 our total assets were $114,864. The decrease in total assets was due to the write-off of film development costs in 2009.

Our current assets at February 28, 2010 totaled $101,078, and our current liabilities were $76,260. Our stockholders’ deficit at February 28, 2010 was $1,122,753

We do not currently have unused credit facilities available to us. To date, the Company has funded its operations primarily through the issuance of common stock in exchange for cash and services, as well as through secured and unsecured notes payable to stockholders and third parties.

Subsequent to the end of the year, and in connection with the Exchange Agreement with EntertainmentXpress we initiated a private placement of securities consisting of a convertible note with warrant (the “Convertible Note”). Pursuant to the terms of the Convertible Note, purchasers are entitled to one share of Company common stock for each $1.00 purchased and one warrant to purchase one share of Company common stock on or before one year from the conversion date. The conversion date is five days after the note purchase date. The warrant exercise price is $1.25 per share. Following conversion of the Convertible Note, if the trading price of the Company’s shares is equal to or greater than $2.25 for seven (7) or more consecutive days of trading, the Company shall have thirty (30) days within which to “call” the warrants. In the event of a warrant call, the Holder shall have ten (10) days from the date of the call to either exercise such holder’s warrants or the Warrants will expire. The shares issued upon conversion of the Convertible Notes have piggyback registration rights. As of the date of this report the Company has issued $133,000 in Convertible Notes due to convert on May 10, 2010.

Commitments

As of February 28, 2010 the Company has aggregate outstanding notes payable and accrued interest balances of approximately $1,088,177, under the following obligations:

1. On August 30, 2000, the Company and George Mainas, a member of the Board of Directors of the Company and a shareholder, entered into a promissory note bearing interest at 8% per annum. As of February 28, 2010, the Company had an outstanding balance of $699,686 under the promissory note, including accrued interest.

2. On August 19, 2004, the Company entered into a line of credit with Mainas Development Corporation, which is wholly-owned by George Mainas. The non-revolving line of credit has a maximum draw-down of $250,000, bears interest of 9% annually, does not maintain an outstanding balance limitation. The outstanding balance on this account as of February 28, 2010 was $292,647 including accrued interest.

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3. In July 2008, the Company entered into a promissory obligation to George Mainas to borrow $42,000 bearing interest at 7% per annum. As of February 28, 2010, the Company had an outstanding balance of $68,713 under the obligation, including accrued interest.

Effective August 14, 2009, the Company executed a Loan Modification and Security Agreement (the “Loan Agreement”) with George Mainas and Mainas Development Corporation, a corporation wholly-owned by George Mainas, pursuant to which George Mainas and Mainas Development Corporation agreed to extend the repayment date for the Company’s outstanding loan obligations to them described above until December 31, 2009, in consideration of the Company granting a security interest in the Company’s assets to secure repayment of the loan obligations. The description of the terms of the Loan Agreement is qualified by reference to the complete copy of the agreement which is filed as an exhibit to the Company’s Form 8-K filed with the SEC on August 18, 2009 and incorporated herein by reference. Effective December 30, 2009, George Mainas and Mainas Development Corporation agreed to extend the repayment period to February 28, 2010 under the Loan Agreement. On May 4, 2010, in connection with the closing of the Share Exchange Agreement, George Mainas and Mainas Development Agreement entered into an Amendment to the Loan Agreement pursuant to which the parties agreed as follows: (i) the maturity date of all loan obligations under the Loan Agreement shall be extended until June 30, 2013 (the “Maturity Date”); (ii) all principal and accrued interest under the Loan Agreement may be converted into shares of Borrower’s common stock at the election of Secured Party at any time upon written notice to Borrower at a price of $4.00 per share; and (iii) all principal and accrued interest under the Loan Agreement shall automatically convert into shares of Borrower’s common stock in the event that the 10 day trailing VWAP (volume weighted average price) for the Borrower’s common stock (as quoted on Borrower’s principal trading market) shall exceed $4.00 per share at any time prior to the Maturity Date.

On May 4, 2010, in connection with the closing of the Share Exchange Agreement, George Mainas and Mainas Development Agreement entered into an Amendment to the Loan Agreement pursuant to which the parties agreed as follows: (i) the maturity date of all loan obligations under the Loan Agreement shall be extended until June 30, 2013 (the “Maturity Date”); (ii) all principal and accrued interest under the Loan Agreement may be converted into shares of Borrower’s common stock at the election of Secured Party at any time upon written notice to Borrower at a price of $4.00 per share; and (iii) all principal and accrued interest under the Loan Agreement shall automatically convert into shares of Borrower’s common stock in the event that the 10 day trailing VWAP (volume weighted average price) for the Borrower’s common stock (as quoted on Borrower’s principal trading market) shall exceed $4.00 per share at any time prior to the Maturity Date.

4. In May 2002, the Company entered into an unwritten, unsecured promissory obligation to Denis Shusterman, a stockholder, in exchange for his payment of $16,715 in general and administrative expenses on behalf of the Company. This obligation is payable upon demand and bears no interest. As of November 30, 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.

5. The Company entered into note payable agreement to settle an outstanding rental obligation for $10,000, which is effective as of July 1, 2009 and due within twelve months. As of February 28, 2010, the Company had an outstanding balance of $10,416 under the obligation, including accrued interest.

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.

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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.

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 $136,135 during year ended February 28, 2010, and has incurred net cash outflows from operating activities during the years ended February 28, 2010 and February 28, 2009 of approximately $49,761 and $171,258, respectively. Our independent registered public accounting firm reported for 2010 and 2009 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 PMW’s film and television projects as of the date of this report is included in 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.

Use of Estimates and Critical Accounting Policies

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.

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.

Stock-Based Compensation. Effective January 1, 2006, we adopted SFAS No. 123R (revised 2004), Share-Based Payment, (SFAS 123R) which establishes standards for the accounting of transactions in which an entity exchanges its equity instruments for goods or services, primarily focusing on accounting for transactions where an entity obtains employee services in share-based payment transactions. SFAS 123R requires an entity to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is

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required to provide service in exchange for the award, usually the vesting period. SFAS 123R supersedes our previous accounting under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and SFAS 123, Accounting for Stock Based Compensation, for periods beginning January 1, 2006. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 (SAB 107) relating to SFAS 123R. We have applied the provisions of SAB 107 in our adoption of SFAS 123R. SFAS 123R requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our Consolidated Statements of Operations.

Please see the section entitled “Use of Estimates” contained in “Note 1—Summary of Significant Accounting Policies” to our financial statements commencing on page F-6.

Recent Accounting Pronouncements

Please see the sections entitled “Recent Accounting Pronouncements” contained in “Note 1—Summary of Significant Accounting Policies” to our financial statements commencing on page F-6.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company we are not required to provide the disclosure required by this Item.

ITEM 8. FINANCIAL STATEMENTS

See “Financial Statements” beginning on page F-1.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Our disclosure controls and procedures are designed to provide reasonable assurances that material information related to our Company is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer have determined that as of February 28, 2010, our disclosure controls were not effective at that “reasonable assurance” 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

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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, 2010 due to control deficiencies that constituted material weaknesses.

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

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, 2010:

1. Management in assessing its internal controls and procedures for fiscal 2010 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 consolidated 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 and Chief Financial Officer concluded that we did not maintain effective internal control over financial reporting as of February 28, 2010.

Management’s Remediation Initiatives

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

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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.

Changes in Controls and Procedures

There were no significant changes made in our internal controls over financial reporting during the quarter ended February 28, 2010 that have materially affected or are reasonably likely to materially affect these controls.

Subsequent to the end of the year, we entered into the Amended and Restated Exchange Agreement with EntertainmentXpress which will materially impact our internal controls over financial reporting. In connection with the Exchange Agreement we have acquired a new business and will need to develop internal controls that encompass that business. In addition, we have experienced a change in control in the management of the Company. Joseph Merhi resigned as our Chief Executive Officer, Elie Samaha resigned as our President, and Garrett Cecchini was appointed as our Chief Executive Officer, President, Corporate Secretary and a director, Larry Gitlin was appointed as our Chief Operating Officer, and Mark Smith was appointed as our Chief Financial Officer.

ITEM 9B. OTHER INFORMATION

Entry Into Material Definitive Agreements

As previously reported on our Current Report on Form 8-K filed with the SEC on March 24, 2010, PMW entered into a share exchange agreement EntertainmentXpress and certain shareholders of EntertainmentXpress (the “EntXpress Sellers”) which own more than 50% of the outstanding stock of EntertainmentXpress.

Subsequently the Company and the EntXpress Sellers holding 100% of the outstanding stock of EntertainmentXpress entered into an Amended and Restated Exchange Agreement which was dated April 23, 2010, but was delivered and effective May 4, 2010. Under the terms of that Agreement PMW agreed to issue 13,685,755 shares of its common stock in exchange for 100% of the outstanding common and preferred stock of EntertainmentXpress. The foregoing summary and description of the terms of the transaction completed under the Amended and Restated Exchange Agreement contained herein is qualified in its entirety by reference to the complete agreement, a copy of which is filed as an exhibit to this report and incorporated herein by reference.

Effective May 6, 2010, the Company entered into a new sublease for 3,040 square feet of office space located at 2330 Marinship Way, Suite #300, Sausalito, California 94965. The term of the sublease is 23.5 months commencing May 15, 2010 and the monthly rent is $7,448. The office space is in good condition. The foregoing summary and description of the terms of the sublease contained herein is qualified in its entirety by reference to the complete agreement, a copy of which is filed as an exhibit to this report and incorporated herein by reference.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On May 4, 2010, in connection with the closing of the Amended and Restated Exchange Agreement with EntertainmentXpress, Joseph Merhi resigned as our Chief Executive Officer, Elie Samaha resigned as our President, and Garrett Cecchini was appointed as our Chief Executive Officer, President, Corporate Secretary and a director, Larry Gitlin was appointed as our Chief Operating Officer, and Mark Smith was appointed as our Chief Financial Officer. On May 5, 2010, Mr. Gitlin resigned as President and Mr. Cecchini was appointed as President. A description of the business experiences of Mr. Cecchini, Mr. Gitlin and Mr. Smith is set forth below in Part III, Item 10 “Directors, Executive Officers, and Corporate Governance”.

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Change of Control of the Company

The Company had 6,136,458 shares of common stock outstanding as of immediately before the closing of the Amended and Restated Exchange Agreement with EntertainmentXpress. In connection with the closing of the Amended and Restated Exchange Agreement with EntertainmentXpress an additional 13,685,755 shares of Company common stock will be issued to the shareholders of EntertainmentXpress. As a result of the EntertainmentXpress transaction, the shareholders of the Company which existed prior to the closings will own approximately 30% of the outstanding common stock of the Company, and the former EntertainmentXpress shareholders will own approximately 70% of the outstanding common stock of the Company, which resulted in a change of control of the Company.

The identity of the persons who acquired control of the Company, and their percentage ownership of voting securities of the Company as of May 4, 2010, is set forth in the beneficial ownership table set forth in Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”.

Submission of Matters to a Vote of Security Holders

In connection with the closing of the Amended and Restated Exchange Agreement, a majority of the Company’s shareholders approved by written consent the Amended and Restated Exchange Agreement and the exchange transaction. The consent action was delivered to the Company prior to the closing.

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 Company pays no executive cash compensation. Because of the lack of board compensation and the Company’s restricted capital position, it has limited opportunity to attract and retain outside 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, 2010:

Name	Age	Position
Joseph Merhi	55	Chief Executive Officer and a Director
Elie Samaha	54	President
Edward Frumkes	51	Director
George Mainas	65	Director

Joseph Merhi served as the Chief Executive Officer and as a director of the Company since September 2009, and resigned as Chief Executive Officer of the Company effective May 4, 2010 in connection with the EntertainmentXpress acquisition. Mr. Merhi has over thirty years of experience in the entertainment field, and has served as a producer or executive producer on over 100 films since 1986. Mr. Merhi has been a member of Montage Entertainment LLC since 2006, a company focused on international sales and distribution of films. The company produced “Columbus Day” starring Val Kilmer, and the bio picture “Betty Anne Waters” starring two-time Academy award winner Hilary Swank. From 2002 to 2004, Mr. Merhi served as a producer on several films for Warner Brothers and Franchise Pictures, including the highly anticipated sequel “The Whole Ten Yards”, “Alex and Emma” and “Spartan”. Since 1999, Mr. Merhi has also developed several real estate projects, including the only sound stage in Las Vegas, Nevada where content is currently being produced, and the plans for boutique hotels in West Hollywood, California and Las Vegas, Nevada. Mr. Merhi began his career in 1986 with the formation of PM Entertainment which produced, financed and distributed over 100-feature length films and two successful TV shows before it was sold to Echo Bridge in 1999.

Elie Samaha served as the President of the Company from September 2009 until his resignation effective May 4, 2010 in connection with the EntertainmentXpress acquisition. Mr. Samaha has served as a producer and executive producer on over 80 films since 1995. Mr. Samaha has also been a member of Montage Entertainment LLC since

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2006, a company focused on international sales and distribution of films. The company produced “Columbus Day” starring Val Kilmer, and the bio picture “Betty Anne Waters” starring two-time Academy award winner Hilary Swank. In 2000, Mr. Samaha formed Franchise Pictures, which in partnership with Warner Brothers, produced films including “The Pledge”, “Get Carter”, “The Whole Nine Yards”, “Driven”, and “City By The Sea”. From 1995 until 2000, Mr. Samaha was Co-Chairman of Millennium Films which produced fifteen films. Mr. Samaha also develops and manages several premier restaurants and nightclubs in the Los Angeles, California area.

Edward Frumkes has served as a director of the Company since September 2009. Mr. Frumkes is a veteran international marketing executive in the entertainment industry. Since January 2004, Mr. Frumkes has been a partner with Gary Levinsohn in the Mutual Film Company which is a film production company. Mr. Frumkes was an executive with Warner Bros. from 1995 until 2000, where he served as the head of international theatrical distribution and marketing (President, Warner Bros. International Theatrical Distribution & Marketing), reporting directly to Warner’s co-Chairmen, Bob Daly and Terry Semel. In this position, Mr. Frumkes oversaw a staff in excess of 1,500 people working in over 200 different distribution entities spread throughout 135 countries. Mr. Frumkes joined Warner Bros. International in 1988, where he was promoted to Senior Vice President in 1992 and Executive Vice President in 1993, before his elevation to President in 1995. During his 13-year tenure at Warner Bros., Mr. Frumkes developed and implemented comprehensive release plans in markets throughout the world. Mr. Frumkes was responsible for the creation, implementation and control of combined overhead and marketing budgets in excess of $400 million per annum. Among the titles he launched to global success while at Warner Bros. were: “The Fugitive”, “The Bodyguard”, “JFK”, as well as “The Matrix”, the “Batman” and “Lethal Weapon” franchises.

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 has over 40 years of domestic and international business experience and has been a founder, director and investor in both public and private companies.

The following table sets forth certain information regarding executive officers and directors of the Company as of May 6, 2010, after the completion of the EntertainmentXpress acquisition:

Name	Age	Position
Garrett Cecchini	62	Chief Executive Officer, President, Corporate Secretary and a Director
Larry Gitlin	57	Chief Operating Officer
Mark Smith	51	Chief Financial Officer
Joseph Merhi	55	Director
Edward Frumkes	51	Director
George Mainas	65	Director

Mr. Cecchini was appointed as our Chief Executive Officer, President, Corporate Secretary and a director on May 4, 2010, and as our President on May 6, 2010. Mr. Cecchini has a career profile that breaks into three distinct but related career paths over 20 years: Law, Finance, and Corporate/Business Development. From 1980 to 2005, Mr. Cecchini was a practicing lawyer. He retired from the practice of law as a Senior Partner - Departmental Chair level, after co-authoring a leading two-volume treatise on corporate reorganizations and publishing multiple articles on corporate restructuring. Mr. Cecchini has served as a former lecturer/adjunct professor at Golden Gate Law School from 1988 to 1990, and a closing seminar lecturer, Stanford University joint Law/MBA program in 1993. He represented the U.S. Government and the World Bank in Romania from 1995 to 1997, assisting in the development of that country’s commercial code in order for it to qualify it for $7.0 billion infrastructure loan from the World Bank. In finance, from 1998 to 1999, Mr. Cecchini co-managed March Ventures, a 100+ million plus private equity fund focused on media and technology investing. In corporate and business development over the last ten years, Mr. Cecchini has focused on media technology, and content/digital media delivery. Since 2000, Mr. Cecchini has raised over $100M dollars for companies such as Compression Science, Debut Broadcasting, Adex, and ZVUE Corp., taking three of them public in the last four years. Mr. Cecchini helped to grow ZVUE into the one of the largest Internet Media networks in the world, and launched the first consumer-priced portable video player in the United States, partnering with Wal-Mart Stores as its national launch partner for the “ZVUE” handheld video player.

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Mr. Gitlin was appointed as our Chief Operating Officer on May 4, 2010. Mr. Gitlin is a business executive whose career represents over 20 years of hands-on operational experience. Mr. Gitlin has performed senior-level company-building, management, and operations, strategic and tactical analysis, content acquisition and negotiation, business development, media-based product development, marketing/sales, and advertising strategies for companies in the Fortune 100 as well as startups. From 1997 to 1999, Mr. Gitlin served as an executive at INTERVU, a company that helped develop the Distributed Content Delivery Network (D-CDN). He headed up the key relationships with several major TV networks, including NBC, Turner, Showtime, and others. Mr. Gitlin was the senior project manager on VideoSeeker, a joint NBC-INTERVU web product that was among the very first internet video search engines. INTERVU was purchased by Akamai Technologies for approximately $3 billion in 2000. Mr. Gitlin joined Qwest Communications in 2001 serving as VP of Corporate Business Development, creating and launching two $100+ million business product suite trials until his departure in 2002. From 2004 to 2007, he served as VP of Business Development at ZVUE, helping to create one of the largest digital media networks in the world.

Mr. Smith was appointed as our Chief Financial Officer on May 4, 2010. Mr. Smith has over 25 years of experience in senior management positions in both public and privately held companies. He has been a financial consultant providing strategic planning in public markets and finance. He is the founder and principal of Securities Compliance a consulting firm which specializes in taking companies public, private equity and public financing, and M&A. During 2007 and 2008 Mr. Smith was the Chief Financial Officer of the Company. From 1996 through 2005 was Chief Financial Officer and subsequently President of Moving Bytes a publicly traded telecommunications and media company. From 1990 to 1992, he was Professor of Corporate Finance at California State University. Prior to this position, he was associated with Richland Partners, a venture capital firm specializing in technology investments. Mr. Smith performed research for the Pension Research Institute in 1989 and 1990 and received his Masters degree in International Finance in 1990. For his research work in global asset management, he received a Wall Street Journal Award.

A description of the business experience of Mr. Merhi, Mr. Frumkes and Mr. Mainas is above.

Board of Directors

The Company’s organizational documents authorize five board members, four of which are currently filled by Mr. Merhi, Mr. Mainas, Mr. Frumkes and Mr. Cecchini.

Leadership Structure

The chairman of our board of directors also served as our chief executive officer during the period ending February 28, 2010. Our board of directors does not have a lead independent director. Our board of directors determined that its leadership structure was appropriate and effective. Our board of directors believed that having a single individual serve as both chairman and chief executive officer provides leadership, accountability and promotes transparency among directors and company management. Effective May 4, 2010, in connection with the EntertainmentXpress transaction, the Company appointed a new chief executive officer who is not our chairman of the board of directors. The members of our board of directors are also actively involved in the management of the Company, which includes having an active role in risk oversight of the Company and its operations.

Attendance at Board Meetings during Fiscal Year

During the fiscal year ended February 28, 2010, the Board of Directors held three meetings and completed three Board actions by written consent of the Board of Directors. Messrs. Merhi, Mainas and Frumkes, as members of the Board of Directors, attended all of its meetings during the fiscal year ended February 28, 2010 during which time they were Directors. Mr. Cecchini was appointed to the Board effective as of May 4, 2010.

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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, 2010, and to date, all Section 16(a) filing requirements applicable to its insiders were complied with.

Company Code of Ethics

The Company has adopted a Code of Business Ethics and Conduct (the “Code”) that applies to the every officer of and director to the Company. The Code is attached an exhibit to its Form 10-KSB filed with the Commission on August 18, 2004. The Code is also available free of charge upon request to the Company at 8840 Wilshire Blvd., Beverly Hills, California 90211, Attention: Corporate Secretary

Indemnification of Officers and Directors

Delaware General Corporate Law permits a Delaware corporation to indemnify a present or former director or officer of the corporation (and certain other persons serving at the request of the corporation in related capacities) for liabilities, including legal expenses, arising by reason of service in such capacity if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed, to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe his conduct was unlawful. However, in the case of actions brought by or in the right of the corporation, no indemnification may be made with respect to any matter as to which such director or officer shall have been adjudged liable, except in certain limited circumstances.

Our certificate of incorporation provides that no director shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing, a director shall be liable to the extent provided by applicable law, (i) for breach of the directors’ duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of Delaware General Corporate Law or (iv) for any transaction from which the director derived an improper personal benefit Our bylaws provide that we shall indemnify our officers, directors, employees and agents to the extent permitted by Delaware General Corporate Law. Pursuant to Section 145 of Delaware General Corporate Law, a corporation generally has the power to indemnify its present and former directors, officers, employees and agents against expenses incurred by them in connection with any suit to which they are or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in or not opposed to, the best interests of the corporation and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. We believe that having these provisions in our certificate of incorporation and bylaws is necessary to attract and retain qualified persons as directors and officers. These provisions do not eliminate the directors’ duty of care, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware General Corporate Law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to the Company, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for acts or omissions that the director believes to be contrary to the best interests of the Company or its stockholders, for any transaction from which the director derived an improper personal benefit, for acts or omissions involving a reckless disregard for the director’s duty to the Company or its stockholders when the director was aware or should have been aware of a risk of serious injury to the Company or its stockholders, for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the Company or its stockholders, for improper transactions between the director and the Company and for improper distributions to stockholders and loans to directors and officers. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities law or state or federal environmental laws.

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The indemnification provided by Delaware General Corporate Law and our certificate of incorporation and bylaws is not exclusive of any other rights to which a director or officer may be entitled. The general effect of the foregoing provisions may be to reduce the circumstances under which an officer or director may be required to bear the economic burden of the foregoing liabilities and expense.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information regarding the compensation earned during the fiscal year ended February 28, 2010 by our Chief Executive Officer. The Company did not have any executive officer at February 28, 2010 whose combined salary and bonus exceeded $100,000 during the year ending February 28, 2010. We refer to our Chief Executive Officer as our “named executive officer” elsewhere in this report. The table also shows the compensation paid by EntertainmentXpress to its executive officers for the period ended February 28, 2010.

Name and Principal Position	Salary		Bonus		Option Awards		All Other Compensation		Total
Joseph Merhi, CEO	$	0	$	0	$	0	$	0	$	0
Garrett Cecchini, CEO and Secretary (1)	$	2,500	$	0	$	0	$	0	$	2,500
Larry Gitlin, COO (1)	$	2,500	$	0	$	0	$	0	$	2,500
Mark Smith, CFO (1)	$	0	$	0	$	0	$	0	$	0

(1) These individuals served as officers of EntertainmentXpress at February 28, 2010 and the compensation in the table includes compensation paid by EntertainmentXpress. As of May 4, 2010, they have been appointed to the above listed positions with the Company.

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 did not grant any equity awards to its named executive officers during the fiscal year ended February 28, 2010.

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Outstanding Equity Awards At February 28, 2010

The Company did not have any outstanding equity awards to its named executive officers as of February 28, 2010.

Option Exercises and Stock Vested

Our named executive officers did not exercise any stock options during the year ended February 28, 2010.

Pension Benefits

Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during the year ended February 28, 2010.

Nonqualified Deferred Compensation

Our named executive officers did not earn any nonqualified deferred compensation benefits from us during the year ended February 29, 2010.

Employment Contracts

EntertainmentXpress has a Consulting Agreement with Mark Smith, effective as of March 15, 2010 pursuant to which EntertainmentXpress has agreed to retain Mr. Smith’s consulting firm Securities Compliance, Inc. to provide services as EntertainmentXpress’ Chief Financial Officer. The agreement provides for initial compensation of $5,000 per month, increasing to $10,000 per month if the Company raises $1 million in debt or equity financing, or on July 1, 2010. If the Company’s highest paid executive receives more than $10,000 per month, Mr. Smith’s base salary shall be set at the lesser of 90% of the highest paid executive or $15,000 per month. The Company has no other contracts with our named executive officers. The Company has not adopted any compensation policies.

Director Compensation

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.

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

The following table sets forth, as of May 4, 2010, information with respect to the securities holdings of all persons which the Company, pursuant to filings with the Securities and Exchange Commission (“SEC”) and the Company’s stock transfer records, has reason to believe may be deemed the beneficial owner of more than five percent (5%) of the Common Stock. The following table also sets forth, as of such date, the beneficial ownership of the Common Stock by all officers and directors, individually and as a group.

Unless otherwise provided below, the address for each beneficial owners is c/o Public Media Works, Inc., 2330 Marinship Way, Suite #300, Sausalito, California 94965.

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Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)		Percentage of Class (1)
George Mainas	4,282,058	(2)	20.8	%
Garrett Cecchini	1,815,984	(3)	9	%
Larry Gitlin	1,526,984		7.6	%
Conor Riley 571 Hamilton #4 Palo Alto, California 94301	1,612,301		8.1	%
Geoffrey Mulligan 138 Trinidad Drive Tiburon, California 9420	1,100,000	(4)	5.5	%
Officers and Directors
Garrett Cecchini	1,815,984	(3)	9	%
Larry Gitlin	1,526,984		7.6	%
Mark Smith	575,000	(5)	2.8	%
Joseph Merhi	20,000		*
Edward Frumkes	20,000		*
George Mainas	4,282,058	(2)	20.8	%
All directors and executive officers as a group (6 persons)	8,220,026		40.1	%

* Less than one percent

(1) 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 20,002,213 shares of Common Stock outstanding as of May 4, 2010.

(2) Includes 500,000 options to purchase Common Stock which are exercisable within sixty (60) days.

(3) Includes 1,100,000 shares held by the Mulligan 2008 Trust of which Geoffrey Mulligan is a Co-Trustee.

(4) Includes 1,000,000 shares held by the Pensco Trust/IRA for which Mr. Cecchini is the beneficiary and 10,000 shares held by Mr. Cecchini’s wife for which Mr. Cecchini is deemed to beneficially own.

(5) Includes 350,000 shares held by the Interven Capital Corporation Profit Sharing Trust of which Mark Smith is the beneficiary.

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

Related party transactions are reviewed and approved by a disinterested majority of our board of directors, or as otherwise provided under Delaware law. We do not have any other special committee, policy or procedure related to the review, approval or ratification of related party transactions.

Since March 1, 2009, the beginning of our last fiscal year, we have engaged in the following related party transactions:

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 28, 2010, the Company had an outstanding balance of approximately $699,686 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 is the sole owner and serves as the 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, 2010 was approximately $292,646, including accrued interest.

On July 2008, the Company entered into a promissory obligation to Mr. Mainas to borrow $42,000 bearing interest at 7% per annum. As of February 28, 2010, the Company had an outstanding balance of approximately $68,713 under the obligation, including accrued interest.

On August 14, 2009, the Company executed a Loan Modification and Security Agreement with Mr. Mainas and Mainas Development Corporation, pursuant to which Mr. Mainas and Mainas Development Corporation agreed to extend the repayment date for the Company’s outstanding loan obligations to them described above until December 31, 2009, in consideration of the Company granting a security interest in the Company’s assets to secure repayment of the loan obligations. Effective December 31, 2009, Mr. Mainas and Mainas Development Corporation agreed to extend the repayment period to February 28, 2010 under the Loan Modification and Security Agreement. As part of the Exchange, Mr. Mainas and Mainas Development Corporation have agreed that subject to closing the Exchange Agreement, the Loan Modification and Security Agreement shall be amended to provide that (i) the maturity date and all payments shall be deferred until June 30, 2013, (ii) the debt shall be convertible at the option of the holder at any time at a price of $4.00 per share, and (iii) all principal and accrued interest shall automatically convert to Company Common Stock in the event that the five day VWAP for the Common Stock shall exceed $4.00 per share while the debt is still outstanding.

On January 26, 2010, the Company issued 500,000 shares of common stock to Mr. Mainas in consideration for his agreement to convert $50,000 of Company debt owed to him at $.10 per share, and his extension of the repayment date under his loan agreement to February 28, 2010. Mr. Mainas is a director, creditor and shareholder of the Company.

On January 26, 2010, the Company issued 100,000 shares of common stock to Al Hayes, a former officer and director of the Company, in consideration for his services to the Company.

On December 10, 2009, George Mainas acquired 1,200,000 shares of common stock of EntertainmentXpress. Mr. Mainas acquired the shares in a private placement at a price of $600. Pursuant to the Exchange, each share of common stock was converted into one share of the Company’s Common Stock.

On February 5, 2010, George Mainas acquired 437,752 shares of Series A preferred stock of EntertainmentXpress. Mr. Mainas acquired the shares in a private placement for $13,789. Pursuant to the Exchange, each share of Series A preferred stock was converted into one share of the Company’s Common Stock.

On April 20, 2010, the Board of Directors approved the issuance of 20,000 shares of Company common stock to each of five individuals in exchange for their services to the Company. The individuals are Joseph Merhi, our former Chief Executive Officer and a director; Elie Samaha, our former President and a director; Edward Frumkes, a director; Al Hayes, our former Chief Operating Officer; and Corbin Bernsen, the President of our Public Film Works division.

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On April 29, 2010, the Board of Directors approved the issuance of 400,000 options to George Mainas under the Company’s 2007 Equity Incentive Plan. The options are immediately vested, have an exercise price of $1.10 per share; provide for cashless exercise; and expire 24 months after the date of grant.

On May 4, 2010, in connection with the closing of the Share Exchange Agreement with Entertainment Xpress, the Company issued 1,637,752 shares of its common stock to George Mainas, a director of the Company in exchange for his shares of EntertainmentXpress owned by him.

On May 4, 2010, in connection with the closing of the Share Exchange Agreement, George Mainas and Mainas Development Agreement entered into an Amendment to the Loan Modification and Security Agreement dated August 14, 2009 (the “Loan Agreement”) pursuant to which the parties agreed as follows: (i) the maturity date of all loan obligations under the Loan Agreement shall be extended until June 30, 2013 (the “Maturity Date”); (ii) all principal and accrued interest under the Loan Agreement may be converted into shares of Borrower’s common stock at the election of Secured Party at any time upon written notice to Borrower at a price of $4.00 per share; and (iii) all principal and accrued interest under the Loan Agreement shall automatically convert into shares of Borrower’s common stock in the event that the 10 day trailing VWAP (volume weighted average price) for the Borrower’s common stock (as quoted on Borrower’s principal trading market) shall exceed $4.00 per share at any time prior to the Maturity Date.

Director Independence. We currently have only four directors, Mr. Joseph Merhi, Mr. George Mainas, Mr. Edward Frumkes and Mr. Cecchini. Mr. Cecchini also serves as our chief executive officer. Neither Mr. Merhi, Mr. Mainas nor Mr. Cecchini is considered independent under the definition of independence used by any national securities exchange or any inter-dealer quotation system. The Board has determined Mr. Frumkes to be an independent director as defined in Rule 4350(d)(2)(A)(i) and (ii) of the Nasdaq listing standards.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Anton & Chia, LLP has been our independent registered public accounting firm since September 30, 2009 and was our independent registered public accounting firm for the fiscal year ended February 28, 2010.

For purposes of the tables below:

Audit Fees	include fees and expenses for professional services rendered for the audits of our annual financial statements for the applicable year and for the review of the financial statements included in our quarterly reports on Form 10-Q for the applicable year.
Audit-Related Fees	consist of fees billed for assurance and related services that are related to the performance of the audit or review of our financial statements and are not reported as audit fees.
Tax Fees	consist of preparation of our federal and state tax returns, review of quarterly estimated payments, and consultation concerning tax compliance issues.
All Other Fees	include any fees for services not covered above. Fees noted for both annual periods primarily represent fees associated with informal assessment of our internal controls and assisting us in the preparation or correspondence to the SEC.

34

The following table sets forth the aggregate fees billed for services from February 29, 2008 to February 28, 2009 by Anton & Chia, LLP:

Audit Fees	$	39,400
Audit Related Fees	$	—
Tax Fees	$	—
All Other Fees	$	—
Total	$	39,400

The following table sets forth the aggregate fees billed for services from March 1, 2009 to February 28, 2010 by Anton & Chia, LLP:

Audit Fees	$	25,900
Audit Related Fees	$	—
Tax Fees	$	—
All Other Fees	$	—
Total	$	25,900

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	Exchange Agreement dated as of March 24, 2010 by and among the Company, EntertainmentXpress, Inc. and certain shareholders of EntertainmentXpress, Inc. (1)
2.2	Amended and Restated Share Exchange Agreement dated as of April 23, 2010 by and among the Company, EntertainmentXpress, Inc. and certain shareholders of EntertainmentXpress, Inc. (14)
3.1	Certificate of Incorporation (2)
3.2	Certificate of Amendment of Certificate of Incorporation (3)
3.3	Bylaws (4)
3.4	Amended Bylaws (5)
3.5	Certificate of Amendment of Certificate of Incorporation (6)
4.1	Office Sublease and Service Agreement between EntertainmentXpress, Inc., and EBN-Larkspur, Inc., dated February 16, 2010 (15)
10.1	Promissory Note with George Mainas dated August 30, 2000 (7)
10.2	Memorialized Agreement between the Company and Mr. George Mainas dated December 31, 2003 (7)
10.3	Agreement and letter of credit between the Company and George Mainas dated August 18, 2004 (5)
10.4	Share Purchase Offer and Subscription Agreement dated August 16, 2007(8)

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10.5	2007 Equity Incentive Plan (9)
10.6	Subscription Agreement dated May 21, 2008 with Kevin Kearney (10)
10.7	Subscription and Debt Conversion Agreement dated June 2, 2008 with George Mainas (10)
10.8	Purchase Agreement with Corbin Bernsen dated August 26, 2008 (11)
10.9	Loan Modification and Security Agreement dated August 14, 2009(12)
10.10	Investor Relations Consulting Agreement dated March 12, 2010 with Capital Group Communications(14)
10.11	Debt Conversion Agreement dated January 12, 2010 (14)
10.12	Consulting Agreement between EntertainmentXpress, Inc., and Mark Smith dated March 15, 2010 (14)
10.13	Amendment to Loan Modification and Security Agreement dated May 4, 2010 (14)
10.14	Sublease Agreement with Camp Counselors USA dated May 1, 2010 (14)
14.1	Code of Business Conduct and Ethics adopted June 16, 2004 (13)
21	Listing of Subsidiaries (14)
31.1	Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended, by Chief Executive Officer (14)
31.2	Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended, by Chief Financial Officer (14)
32.1	Certification pursuant to 18 U.S.C. §1350 by Chief Executive Officer (14)
32.2	Certification pursuant to 18 U.S.C. §1350 by Chief Financial Officer (14)

(1) Incorporated by reference from the Company’s report on Form 8-K filed on March 24, 2010

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

(3) Incorporated by reference from the Company’s Form 8-K filed on September 8, 2003.

(4) Incorporated by reference from the Company’s Form 10-SB filed on March 9, 2000.

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

(6) Incorporated by reference from the Company’s report on Form 8-K filed on June 22, 2007.

(7) Incorporated by reference from Amendment No. 2 to the Company’s Form SB-2 filed June 29, 2004.

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

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

(10) Incorporated by reference from the Company’s report on Form 8-K filed on June 5, 2008.

(11) Incorporated by reference from the Company’s report on Form 8-K filed on August 29, 2008.

(12) Incorporated by reference from the Company’s report on Form 8-K filed on August 18, 2009.

(13) Incorporated by reference from the Company’s Form 10K-SB filed on August 18, 2004.

(14) Attached as an exhibit to this report.

(b) Reports on Form 8-K

The Company filed a Form 8-K on January 29, 2010 regarding the issuance of shares in connection with a debt conversion by George Mainas and the issuance of shares to Al Hayes.

The Company filed a Form 8-K on March 15, 2010 regarding its Investor Relations Consulting Agreement with Capital Group Communications, the resignation of Cyle Wehba from the Board of Directors, and the letter of intent with EntertainmentXpress, Inc.

The Company filed a Form 8-K on March 24, 2010 regarding the Exchange Agreement with EntertainmentXpress, Inc.

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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 10, 2010	/s/ Garrett Cecchini
	By:	Garrett Cecchini
	Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of Public Media Works, Inc., a Delaware corporation, hereby constitutes and appoints Garrett Cecchini and Mark Smith acting individually, as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead in any and all capacities, to sign any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done that such annual report and its amendments shall comply with the Securities Act, and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or re-substitute, may lawfully do or cause to be done by virtue hereof.

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

/s/ Garrett Cecchini Garrett Cecchini	Chief Executive Officer, Secretary and a Director	May 10, 2010
/s/ Mark Smith Mark Smith	Chief Financial Officer	May 10, 2010
/s/ George Mainas George Mainas	Director	May 10, 2010
/s/ Joseph Merhi Joseph Merhi	Director	May 10, 2010
/s/ Edward Frumkes Edward Frumkes	Director	May 10, 2010

37

PUBLIC MEDIA WORKS, INC.

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Stockholders’ Deficit	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Public MediaWorks, Inc.

We have audited the accompanying balance sheets of Public MediaWorks, Inc. (the “Company”) as of February 28, 2010 and 2009, and the related statements of operations, stockholders’ deficit and cash flows for each of the years ended February 28, 2010 and 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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, 2010 and 2009, and the results of its operations and its cash flows for each of the years ended February 28, 2010 and 2009, 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 2 to the financial statements, the Company has incurred significant recurring net losses and negative cash flows from operations through February 28, 2010, it has an accumulated deficit of $5,159,569. 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 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ ANTON & CHIA, LLP

Newport Beach, California

May 10, 2010

F-1

PUBLIC MEDIA WORKS, INC.

Balance Sheets

	February 28, 2010			February 28, 2009
Assets
Current assets:
Cash	$	44		$	1,212
Prepaid expenses		—			2,140
Total current assets		44			3,352
Equipment, net		—			279
Film development costs		—			25,000
		44			28,631
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	47,260		$	62,044
Due to stockholder		29,074			—
Note payable and accrued interest		10,667			—
Accrued interest on notes payable to stockholders and a related party		385,300			328,345
Notes payable to stockholders		449,222			515,937
Notes payable to a related party		201,274			203,622
Total current liabilities		1,122,797			1,109,948
Stockholders’ deficit
Common stock $0.0001 par value, 100,000,000 shares authorized 5,886,440 and 5,211,440 issued and outstanding		588			521
Additional paid-in capital		4,036,228			3,969,295
Accumulated deficit		(5,159,569	)		(5,051,133	)
Total stockholders’ deficit		(1,122,753	)		(1,081,317	)
Total liabilities and stockholders’ deficit	$	44		$	28,631

The accompanying notes are an integral part of these financial statements.

F-2

PUBLIC MEDIA WORKS, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED FEBRUARY 28, 2010 AND FEBRUARY 28, 2009

	2010			2009
Revenues	$	50,000		$	—
Impairment of film development costs		25,000			9,050
Income (Loss) from operations		25,000			(9,050	)
Operating Expenses:
General administrative expenses		24,940			198,780
Professional fees		78,159			109,945
Total operating expenses		103,099			308,725
Operating loss		(78,099	)		(317,775	)
Other expenses:
Interest expense		(58,036	)		(54,978	)
Loss on issuance of common stock below market price		—			(27,500	)
Loss on conversion of debt to common stock		—			(30,000	)
Equity in losses on investment		—			(1,414	)
Total other expenses		(58,036	)		(113,892	)
Loss before provision for income taxes		(136,135	)		(431,667	)
Provision for income taxes		—			1,178
Net loss	$	(136,135	)	$	(432,845	)
Net loss per common share – basic and diluted	$	(0.03	)	$	(0.09	)
Weighted average number of shares outstanding – basic and diluted		5,353,632			5,038,262

The accompanying notes are an integral part of these financial statements.

F-3

PUBLIC MEDIA WORKS, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED FEBRUARY 28, 2010 AND FEBRUARY 28, 2009

	Common Stock			Additional Paid-in Capital		Accumulated Deficit			Total
	Shares	Amount
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 $0.25 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	)
Common stock issued for $0.20 per share	75,000		7		14,993					15,000
Common stock issued for services rendered	100,000		10		1,990					2,000
Common stock issued for conversion of note principal and interest	500,000		50		49,950					50,000
Net loss							(108,435	)		(108,435	)
Balance - February 28, 2010	5,886,440	$	588	$	4,036,228	$	(5,159,569	)	$	(1,122,753	)

The accompanying notes are an integral part of these financial statements.

F-4

PUBLIC MEDIA WORKS, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED FEBRUARY 28, 2010 AND FEBRUARY 28, 2009

	2010			2009
Cash flows from operating activities:
Net loss	$	(136,135	)	$	(432,845	)
Adjustments to reconcile net loss to cash used by operating activities:
Depreciation and amortization		279			2,000
Impairment of film development costs		25,000			9,050
Share based compensation		2,000			120,043
Equity in losses of investee		—			1,414
Common stock issued for services		—			7,800
Loss on issuance of common stock		—			27,500
Loss on conversion of notes payable to shares		—			30,000
Changes in operating assets and liabilities:
Decrease in prepaid expenses and deposits		2,140			2,601
Increase in accounts payable and accrued expenses		—			6,114
Related party advances and due to related parties		—			—
Accrued interest		56,955			56,479
Net cash used by operating activities:		(49,761	)		(171,258	)
Cash flows used by investing activities:
Increase in film development costs		—			(36,750	)
Decrease in cash from sale of membership interests		—			(2,600	)
Net cash used by investing activities:		—			(39,350	)
Cash flows from financing activities:
Proceeds from sale of common stock		—			90,000
Proceeds from related party advances		48,593			12,750
Repayment of related party borrowings		—			—
Proceeds from notes payable from stockholders		—			107,858
Net cash provided by financing activities:		48,593			210,608
Net decrease in cash		(1,168	)		—
Cash-beginning of year		1,212			1,212
Cash-end of year	$	44		$	1,212
Supplemental Disclosures of Cash Flow Information:
Cash paid for income taxes		—			1,178
Supplemental disclosure of non-cash investing and financing activities:
Settlement of accrued salary through issuance of common stock	$	15,000		$	30,000
Settlement of debt and accrued interest through issuance of common stock		50,000			55,475
Settlement of past due rent and accrued interest	$	10,667		$	—

The accompanying notes are an integral part of these financial statements.

F-5

PUBLIC MEDIA WORKS, INC.

NOTES TO FINANCIAL STATEMENTS

Note 1 – Basis of Presentation and Summary of Significant Accounting Policies

Nature of Business

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

On January 11, 2007, the Company formed DOD, LLC (a California Limited Liability Company and wholly-owned Subsidiary) for the purpose of production and exploitation of a motion picture entitled Donna On Demand. On April 29, 2007, the Company obtained a 20% equity ownership in Dead Air, LLC (“Dead Air”) (a California Limited Liability Company) for the purpose of production and exploitation of a motion picture entitled Dead Air.

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 in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America.

In July 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 105-10, formerly Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles, which became the single source of authoritative GAAP recognized by the FASB. ASC 105-10 does not change current U.S. GAAP, but on the effective date, the FASB ASC superseded all then existing non-SEC accounting and reporting standards. The ASC is effective for interim and annual reporting periods ending after September 15, 2009.

F-6

PUBLIC MEDIA WORKS, INC.

NOTES TO FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting Policies (Continued)

The Company adopted ASC 105-10 during the year ended February 28, 2010 and revised its referencing of GAAP accounting standards in these financial statements to reflect the new standards.

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.

Use of Estimates

Financial statements prepared in accordance with accounting principles generally accepted in the United States require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management has estimated its loss contingencies, accounts payable and accrued expenses, and valuation assumptions related to share based payments. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts which at times may exceed federally insured limits. The Company doesn’t have any cash equivalents outstanding as of February 28, 2010 and 2009.

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.

Equipment, Net

Equipment is stated at cost. Depreciation and amortization is computed on a straight-line basis.

Fair Value of Financial Instruments

ASC 820-10 (formerly SFAS No. 157, Fair Value Measurements) requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of February 28, 2010 and 2009, the carrying value of certain financial instruments approximates fair value due to the short-term nature of such instruments.

F-7

PUBLIC MEDIA WORKS, INC.

NOTES TO FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting Policies (Continued)

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized when all of the following conditions exist: (a) persuasive evidence of an arrangement exists in the form of an accepted purchase order or equivalent documentation; (b) delivery has occurred, based on shipping terms, or services have been provided; (c) the Company’s price to the buyer is fixed or determinable, as documented on the accepted purchase order or similar documentation; and (d) collectibility is reasonably assured.

Loss per Share

Basic loss per share is computed by dividing earnings to common stockholders by the weighted average number of common shares outstanding (including shares reserved for issuance) during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options, warrants using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company’s outstanding stock options were not included in the loss per share calculations because the inclusion would have been anti-dilutive. As of February 28, 2010 and 2009, the Company had 600,000 and 925,000 stock options outstanding, respectively.

Recent Accounting Pronouncements

Accounting standards promulgated by the FASB change periodically. Changes in such standards may have an impact on the Company’s future financial statements. The following are a summary of recent accounting developments.

In May 2009, the FASB issued additional guidance related to ASC 855, Subsequent Events. ASC 855 establishes that management must evaluate, as of each reporting period, events or transactions that occur for potential recognition or disclosure in the financial statements and the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date through the date that the financial statements are issued or available to be issued. It also requires the disclosure of the date through which an entity has evaluated subsequent events. The Company adopted ASC 855 during the year ended February 28, 2010. The required disclosures are included in Note 11, “Subsequent Events”.

In April 2009, the FASB issued additional guidance related to ASC 820, Fair Value Measurements and Disclosures. ASC 820 provisions define fair value, establish a framework for measuring fair value and expand disclosure requirements. The new guidance emphasizes that even if there has been a significant decrease in the volume and level of activity, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants. The guidance provides a number of factors to consider when evaluating whether there has been a significant decrease in the volume and level of activity for an asset or liability in relation to normal market activity. In addition, when transactions or quoted prices are not considered orderly, adjustments to those prices based on the weight of available information may be needed to determine the appropriate fair value. The guidance also requires increased disclosures. The Company adopted the new guidance for the year ended February 28, 2010 with no resulting impact on the Company’s financial statements.

In June 2009, the FASB issued additional guidance related to ASC 810, Consolidation, which requires an enterprise to determine whether its variable interest or interests give it a controlling financial interest in a variable interest entity. The primary beneficiary of a variable interest entity is the enterprise that has both (1) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. ASC 810 also amends FASB Interpretation No 46(R) to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. ASC 810 is effective for interim and annual reporting periods beginning after November 15, 2009. The Company is evaluating the impact of this pronouncement but does not expect the adoption to have a material impact on its financial statements.

F-8

PUBLIC MEDIA WORKS, INC.

NOTES TO FINANCIAL STATEMENTS

2. Going Concern and Liquidity Matters

The Company has sustained operating losses for the years ended February 28, 2010 and February 28, 2009. Additionally, the Company has a stockholders’ deficit $1.122 million as of February 28, 2010. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

The Company’s plans are to merge with EntertainmentXpress, Inc. and to raise additional capital to develop the operations of the combined company by continuing to develop revenue opportunities that coincide with continuing management’ expertise and of the combined entity. For further developments related to the reverse merger / recapitalization of Public Media Works, Inc. Please see note 11. Subsequent Events.

3. Revenue Recognition

The Company’s revenues were derived from a one-time payment under a consulting arrangement with a third party in which the Company agreed to assist the third party with its desired investment in a media company in exchange for $50,000 in cash and an ownership position in the investment. The ownership position in the investment has not been received as of February 28, 2010.

4. Equipment

Equipment consisted of the following as of February 28, 2010 and February 28, 2009.

	2010			2009
Furniture and leasehold improvements	$	2,554		$	2,554
Computers and office equipment		36,190			36,190
		38,744			38,744
Less: accumulated depreciation		(38,744	)		(38,465	)
	$	—		$	279

Depreciation expense for the years ended February 28, 2010 and February 28, 2009, amounted to $279 and $2,000, respectively.

5. 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 was capitalized in accordance with SOP 00-2. The interest in Without A Badge has been written off during the year ended February 28, 2010 since the option had expired as of November 1, 2009.

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, 2010 and February 28, 2009, the outstanding balance amounted to $201,274 and $203,622, respectively, and is due on demand.

F-9

PUBLIC MEDIA WORKS, INC.

NOTES TO FINANCIAL STATEMENTS

7. Note Payable to Stockholders and Other Obligations

Notes payable to stockholders consist of the following at February 28, 2010 and February 28, 2009.

	February 28, 2010		February 28, 2009
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.	$	449,222	$	457,222
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
Total notes payable to stockholders, all current	$	449,222	$	515,937

Effective December 31, 2009, George Mainas and Mainas Development Corporation agreed to extend the repayment period to February 28, 2010 under the Loan Modification and Security Agreement dated August 14, 2009.

In the second quarter of 2010, the Company entered into a settlement agreement for past due rent of $10,000 the balance accrues interest at a rate of 10% per annum.

8. Common Stock

On January 12, 2010, the Company issued 100,000 shares at $0.02 per share to its former Chief Operating Officer.

On January 12, 2010, the Company issued 500,000 shares at $0.10 per share to its majority shareholder in exchange for $50,000 owed to this shareholder.

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 per share.

On April 8, 2008, the Company issued 250,000 shares of its common stock at $0.10 per share for a total amount of $25,000.

On April 22, 2008, the Company entered into an investor relations and consulting agreement with CRG Partners, Inc. The agreement requires the Company to issue 60,000 shares of its common stock upon signing the agreement and 300,000 shares if the Company renews the agreement during the renewal period. The 60,000 shares issued on April 22, 2008 were valued at $0.13 per share or $7,800 and has been expensed in the statement of operations. The Company has not yet renewed the agreement.

On May 21, 2008, the Company issued 100,000 shares of its common stock at $0.25 per share for a total amount of $25,000.

On June 2, 2008, the Company executed a debt conversion agreement with George Mainas, a Company director and principal stockholder and debt holder, for the conversion of $30,000 in Company debt into 120,000 shares of the Company’s common stock for $0.25 per share. The issuance of the Company’s shares of common stock to Mr. Mainas was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. The shares of the Company’s Common Stock to issued to Mr. Mainas are restricted shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an exemption thereunder. As the fair value of the common stock issued amounted to $60,000 on the date of the agreement, the conversion resulted in a loss on the issuance of common stock of $30,000, which is reflected in the accompanying consolidated statement of operations for the six months ended August 31, 2008.

On August 1, 2008, the Company raised $40,000 through the sale of a total of 200,000 shares of common stock at $0.20 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.

F-10

PUBLIC MEDIA WORKS, INC.

NOTES TO FINANCIAL STATEMENTS

9. 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 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.

	February 28, 2010		February 28, 2009
Expected volatility	314.73	%	113%-379	%
Expected dividends	—		—
Expected terms (in years)	1-2		1-2
Risk-free rate	1.42		3.75
Forfeiture rate	0	%	0	%

A summary of option activity as of February 28, 2010 and 2009, and changes during the period then ended is presented below:

	Options			Weighted- Average Exercise Price		Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding at February 29, 2008		325,000		$	1.99	2.90	$	—
Granted		700,000			0.25	4.39		—
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			0.86	3.87		—
Outstanding at February 28, 2009		800,000			0.21	3.09		—
Granted		—			—	—		—
Exercised		—			—	—		—
Forfeited or expired		(200,000	)		—	—		—
Outstanding at February 28, 2010		600,000			0.20	2.09		—
Exercisable at February 28, 2010		600,000		$	0.20	2.09	$	—

There were no options exercised during the years ended February 28, 2010 and 2009. There is no unvested compensation as of February 28, 2010.

10. Income Taxes

At February 28, 2010 and February 28, 2009, the Company had net deferred tax assets of approximately $1.638 million and $1.592 million. Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize these assets, a full valuation has been established to offset the net deferred tax asset. Additionally, the future utilization of the company’s net operating loss carry forwards to offset future taxable income may be

F-11

PUBLIC MEDIA WORKS, INC.

NOTES TO FINANCIAL STATEMENTS

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, 2010 and February 29, 2009:

	2010		2009
Current:
Federal income taxes	$	—	$	—
State income taxes		—		1,178
Deferred		—		—
	$	—	$	1,178

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:

	2010			2009
Expected tax benefit using regular rates	$	(46,286	)	$	(146,767	)
State minimum tax		—			1,178
Valuation allowance		46,286			146,767
Tax Provision	$	—		$	1,178

The Company has loss carry forwards totaling $4,682,809 that may be offset against future federal income taxes.

As a result of the implementation of certain provisions of ASC 740, Income Taxes, (formerly FIN 48, Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109), the Company performed an analysis of its previous tax filings and determined that there were no positions taken that it considered uncertain. Therefore, there was no provision for uncertain tax positions for the years ended February 28, 2010 and February 28, 2009. Future changes in uncertain tax positions are not expected to have an impact on the effective tax rate due to the existence of the valuation allowance. The Company will continue to classify income tax penalties and interest, if any, as part of interest and other expenses in its statements of operations. The Company has incurred no interest or penalties as of February 28, 2010 and February 28, 2009.

11. Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through May 10, 2010, the date the financial statements were issued.

On March 24, 2010, Public Media Works, Inc. entered into a share exchange agreement with EntertainmentXpress, Inc., a California corporation (“EntXpress”), and certain shareholders of EntXpress (the “EntXpress Sellers”) which own more than 50% of the outstanding stock of EntXpress. On May 4, 2010, the Company, EntXpress and the EntXpress Sellers holding 100% of the outstanding stock of EntertainmentXpress entered into an amended and restated share exchange agreement dated as of April 23, 2010 (the “Share Exchange Agreement”). The closing under the Share Exchange Agreement occurred on May 4, 2010. Under the terms of the Share Exchange Agreement, the Company acquired EntXpress through an acquisition of 100% its outstanding stock. In exchange, the Company issued to the EntXpress Sellers, in the aggregate, up to 13,685,755 shares of Company stock.

The Company owns EntXpress as a subsidiary. The Share Exchange Agreement and the transactions contemplated there under (the “Exchange”) were approved by the Company’s three member board of directors, two of which are also shareholders of EntXpress. Under the terms of the Share Exchange Agreement, effective as of the closing, Joseph Merhi resigned as the Company’s Chief Executive Officer; Elie Samaha resigned as the Company’s President; and Steve Davis resigned as the Company’s Corporate Secretary; and Garrett Cecchini was appointed as

F-12

PUBLIC MEDIA WORKS, INC.

NOTES TO FINANCIAL STATEMENTS

the Company’s Chief Executive Officer and Corporate Secretary and as a director; Larry Gitlin was appointed as the Company’s President and Chief Operating Officer; and Mark Smith was appointed as the Company’s Chief Financial Officer. On May 5, 2010, Mr. Gitlin resigned as President and Mr. Cecchini was appointed as President.

On April 20, 2010, the Board of Directors approved the issuance of 20,000 shares of Company common stock to each of five individuals in exchange for their services to the Company. The individuals are Joseph Merhi, our former Chief Executive Officer and a director; Elie Samaha, our former President; Edward Frumkes, a director; Al Hayes, our former Chief Operating Officer; and Corbin Bernsen, the President of our Public Film Works division.

On April 23, 2010, the Company issued 150,000 shares to an investor relations consulting firm in exchange for services to be provided by the firm.

On April 29, 2010, the Board of Directors approved the issuance of 400,000 options to George Mainas under the Company’s 2007 Equity Incentive Plan. The options are immediately vested, have an exercise price of $1.10 per share; provide for cashless exercise; and expire 24 months after the date of grant.

On May 4, 2010, in connection with the closing of the Share Exchange Agreement, George Mainas and Mainas Development Agreement entered into an Amendment to the Loan Modification and Security Agreement dated August 14, 2009 (the “Loan Agreement”) pursuant to which the parties agreed as follows: (i) the maturity date of all loan obligations under the Loan Agreement shall be extended until June 30, 2013 (the “Maturity Date”); (ii) all principal and accrued interest under the Loan Agreement may be converted into shares of Borrower’s common stock at the election of Secured Party at any time upon written notice to Borrower at a price of $4.00 per share; and (iii) all principal and accrued interest under the Loan Agreement shall automatically convert into shares of Borrower’s common stock in the event that the 10 day trailing VWAP (volume weighted average price) for the Borrower’s common stock (as quoted on Borrower’s principal trading market) shall exceed $4.00 per share at any time prior to the Maturity Date.

Subsequent to the end of the year, and in connection with the Exchange Agreement with EntertainmentXpress we initiated a private placement of securities consisting of a convertible note with warrant (the “Convertible Note”). Pursuant to the terms of the Convertible Note, purchasers are entitled to one share of Company common stock for each $1.00 purchased and one warrant to purchase one share of Company common stock on or before one year from the conversion date. The conversion date is five days after the note purchase date. The warrant exercise price is $1.25 per share. Following conversion of the Convertible Note, if the trading price of the Company’s shares is equal to or greater than $2.25 for seven (7) or more consecutive days of trading, the Company shall have thirty (30) days within which to “call” the Warrants. In the event of a Warrant call, the holder shall have ten (10) days from the date of the call to either exercise such holder’s Warrants or the Warrants will expire. The shares issued upon conversion of the Convertible Notes have piggyback registration rights. As of the date of this report the Company has issued $133,000 in Convertible Notes due to convert on May 10, 2010.

Effective May 6, 2010, the Company entered into a new sublease for 3,040 square feet of office space located at 2330 Marinship Way, Suite #300, Sausalito, California 94965. The term of the sublease is 23.5 months commencing May 15, 2010 and the monthly rent is $7,448. The office space is in good condition.

F-13

ENTERTAINMENTXPRESS, INC.

A development stage company

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-15
Balance Sheet	F-16
Statement of Operations	F-17
Statement of Stockholders’ Equity	F-18
Statement of Cash Flows	F-19
Notes to Financial Statements	F-20

F-14

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

EntertainmentXpress, Inc.

We have audited the accompanying balance sheet of EntertainmentXpress, Inc. (the “Company”), formerly Digital Flow Media, Inc., a development stage company, as of February 28, 2010, and the related statement of operations, stockholders’ equity and cash flows for the period December 9, 2009 (Inception) through to February 28, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these 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 is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of EntertainmentXpress, Inc. as of February 28, 2010, and the results of its operations and its cash flows for the period December 9, 2009 (Inception) through to February 28, 2010, 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. The Company has a loss from operations and a deficit accumulated during the development stage of $138,870 as of February 28, 2010. As discussed in Note 2 to the financial statements, a significant amount of additional capital will be necessary to advance operations to the point at which the Company is profitable. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ ANTON & CHIA, LLP

Newport Beach, California

May 10, 2010

F-15

ENTERTAINMENTXPRESS, INC.

A development stage company

BALANCE SHEET

FEBRUARY 28, 2010

	2010
Assets
Current assets:
Cash	$	88,378
Prepaid expenses		8,600
Other current assets		4,100
Total current assets		101,078
Equipment, net		13,786
Total assets	$	114,864
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	73,273
Due to stockholder		2,600
Other current liabilities		387
Total current liabilities		76,260
Stockholders’ Equity
Common stock no par value, 20,000,000 shares authorized 10,150,000 issued and outstanding
Additional paid-in capital		5,945
Common stock subscription receivable		(3,050	)
Preferred stock no par value, 10,000,000 shares authorized 5,859,645 issued and outstanding		184,579
Preferred stock subscription receivable		(10,000	)
Accumulated deficit		(138,870	)
Total stockholders’ equity		38,604
Total liabilities and stockholders’ equity	$	114,864

The accompanying notes are an integral part of these financial statements.

F-16

ENTERTAINMENTXPRESS, INC.

A development stage company

STATEMENTS OF OPERATIONS

For the period from December 9, 2009 (Inception) through to February 28, 2010

	2010
Revenues	$	—
Direct operating expenses		9,949
Loss from operations		(9,949	)
Expenses:
General administrative expenses		26,948
Consultants		19,445
Depreciation expenses		234
Lease expense		4,100
Professional fees		78,194
Total expenses		128,921
Loss before income taxes		(138,870	)
Provision for income taxes		—
Net loss	$	(138,870	)
Net loss per common share – basic and diluted	$	(0.01	)
Weighted average number of shares outstanding – basic and diluted		10,025,000

The accompanying notes are an integral part of these financial statements.

F-17

ENTERTAINMENTXPRESS, INC.

A development stage company

STATEMENTS OF STOCKHOLDERS’ EQUITY

For the period from December 9, 2009 (Inception) through February 28, 2009

	Preferred Stock			Common Stock			Additional Paid-in Capital			Accumulated Deficit			Total
	Shares	Amount		Shares	Amount
Balance - December 9, 2010	—	$	—	—	$	—	$	—		$	—		$	—
Common stock issued for $0.0005 per share			—	10,000,000	$	—		5,000			—			5,000
Common stock issued for services rendered			—	150,000		—		945			—			945
Common stock subscription receivable			—	—		—		(3,050	)		—			(3,050	)
Preferred stock issued for $0.0315 per share	5,859,645		—	—		—		184,579			—			184,579
Preferred stock receivable						—		(10,000	)					(10,000	)
Net loss			—			—					(138,870	)		(138,870	)
Balance - February 28, 2010	5,859,645	$	—	10,150,000	$	—	$	177,474		$	(138,870	)	$	38,604

The accompanying notes are an integral part of these financial statements.

F-18

ENTERTAINMENTXPRESS, INC.

A development stage company

STATEMENTS OF CASH FLOWS

For the period from December 9, 2009 (Inception) through to February 28, 2010

	2010
Cash flows from operating activities:
Net loss	$	(138,870	)
Adjustments to reconcile net loss to cash used by operating activities:
Depreciation and amortization		234
Changes in operating assets and liabilities:
Increase in prepaid expenses and deposits		(7,313	)
Increase in accounts payable and accrued expenses		73,273
Related party advances and due to related parties to finance operations		(2,400	)
Net cash used by operating activities:		(75,076	)
Cash flows used by investing activities:
Purchase of equipment		(14,020	)
Net cash used by investing activities:		(14,020	)
Cash flows from financing activities:
Proceeds from sale of common stock		5,000
Common stock issued for services		945
Proceeds from sale of preferred stock		184,579
Common stock subscription receivable		(3,050	)
Preferred stock subscription receivable		(10,000	)
Net cash provided by financing activities:		177,474
Net increase in cash		88,378
Cash – December 9, 2009		—
Cash – February 28, 2010		88,378
Supplemental disclosure of non-cash investing and financing activities:
Settlement of advisory fees through issuance of common stock	$	945

The accompanying notes are an integral part of these financial statements.

F-19

ENTERTAINMENTXPRESS, INC.

A development stage company

NOTES TO FINANCIAL STATEMENTS

1. Organization and Business

History of the Company

EntertainmentXpress, Inc. (“We” or the “Company”) was incorporated as a California corporation on December 10, 2009, under the name Digital Flow Media, Inc. and on January 18, 2010 we renamed the Company EntertainmentXpress. The Company is in its development stage with no established operations. In 2010, it intends to launch commercial activity as an operator of automated kiosk machines that vend digital video disks.

Nature of Business

We plan to offer self-service DVD and video game through kiosks where consumers can rent or purchase our products. We primarily plan to install our kiosks at leading grocery stores and restaurants. Our kiosks supply the functionality of a traditional video rental store. Consumers use a touch screen to select a product, swipe a valid credit or debit card, and receive their DVD or video game. The process is designed to be fast, efficient and fully automated with no membership fees.

Typically, the rental price is a flat fee plus tax for one night and if the consumer chooses to keep the product for additional nights, the consumer is charged for each additional night. We plan to generate revenue primarily through fees charged to rent or purchase a DVD or video game. We may pay retailers a percentage of our revenue. We will obtain our inventory of DVD and video game titles through wholesale distributors and third-party retailers.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America.

In July 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 105-10, formerly Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles, which became the single source of authoritative GAAP recognized by the FASB. ASC 105-10 does not change current U.S. GAAP, but on the effective date, the FASB ASC superseded all then existing non-SEC accounting and reporting standards. The ASC is effective for interim and annual reporting periods ending after September 15, 2009.

The Company adopted ASC 105-10 during the year ended February 28, 2010 and revised its referencing of GAAP accounting standards in these financial statements to reflect the new standards.

Use of Estimates

Financial statements prepared in accordance with accounting principles generally accepted in the United States require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management has estimated the useful lives of equipment and accounts payable and accrued expenses. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts which at times may exceed federally insured limits. At February 28, 2010, the Company had no cash equivalents.

F-20

ENTERTAINMENTXPRESS, INC.

A development stage company

NOTES TO FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies (Continued)

Equipment, Net

Equipment is stated at cost. Depreciation and amortization is computed using the straight-line method.

Loss per Share

Basic loss per share is computed by dividing loss to common stockholders by the weighted average number of common shares outstanding (including shares reserved for issuance) during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options, warrants using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company had no outstanding options or warrants as at February 28, 2010.

Recent Accounting Pronouncements

Accounting standards promulgated by the FASB change periodically. Changes in such standards may have an impact on the Company’s future financial statements. The following are a summary of recent accounting developments.

In May 2009, the FASB issued additional guidance related to ASC 855, Subsequent Events. ASC 855 establishes that management must evaluate, as of each reporting period, events or transactions that occur for potential recognition or disclosure in the financial statements and the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date through the date that the financial statements are issued or available to be issued. It also requires the disclosure of the date through which an entity has evaluated subsequent events. The Company adopted ASC 855 during the year ended February 28, 2010. The required disclosures are included in Note 9, “Subsequent Events”.

In April 2009, the FASB issued additional guidance related to ASC 820, Fair Value Measurements and Disclosures. ASC 820 provisions define fair value, establish a framework for measuring fair value and expand disclosure requirements. The new guidance emphasizes that even if there has been a significant decrease in the volume and level of activity, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants. The guidance provides a number of factors to consider when evaluating whether there has been a significant decrease in the volume and level of activity for an asset or liability in relation to normal market activity. In addition, when transactions or quoted prices are not considered orderly, adjustments to those prices based on the weight of available information may be needed to determine the appropriate fair value. The guidance also requires increased disclosures. The Company adopted the new guidance for the year ended February 28, 2010 with no resulting impact on the Company’s financial statements.

3. Going Concern and Liquidity Matters

The Company has sustained operating losses for the period from December 9, 2009 (Inception) through February 28, 2010. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

The Company plans to merge with Public Media Works, Inc. and to raise additional capital to develop the operations of the combined company by continuing to develop revenue opportunities that coincide with continuing management’ expertise and of the combined entity. For further developments related to the reverse merger / recapitalization with Public Media Works, Inc. Please see note 9. subsequent events.

4. Net Loss per Common Share – Basic and Diluted

Basic net loss per common share is computed based on the weighted average number of shares outstanding for the period. As at February 28, 2010, the Company had only common shares outstanding and no stock options or other share equivalents convertible into common stock.

F-21

ENTERTAINMENTXPRESS, INC.

A development stage company

NOTES TO FINANCIAL STATEMENTS

5. Equipment

Equipment consisted of the following as at February 28, 2010.

	2010
Kiosks Equipment	$	14,020
Less: accumulated depreciation		(234	)
	$	13,786

Kiosk equipment is stated at cost and depreciated on a straight-line basis over an estimated useful life of 5 years. Depreciation expense for the period ended February 28, 2010 since inception amounted to $239.

6. Office Lease

In February 2010, the Company entered into a 3 month lease for office space in Larkspur, California. The monthly rent is $4,100 per month. Under the terms of the lease the Company has the option to renew the lease for additional three month terms or convert to a month to month basis at $8,200 per month.

7. Income Taxes

The Company is primarily subject to U.S. federal and state income tax. As a result of the implementation of certain provisions of ASC 740, Income Taxes, (formerly FIN 48, Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109), the Company performed an analysis of its previous tax filings and determined that there were no positions taken that it considered uncertain. Therefore, there were no unrecognized tax benefits as of February 28, 2009.

Future changes in the unrecognized tax benefit are not expected to have an impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized tax benefit will not change within the next twelve months. The Company will continue to classify income tax penalties and interest, if any, as part of interest and other expenses in its statements of operations. The Company has incurred no interest or penalties as of February 28, 2010.

8. Common and Preferred Stock

On December 10 the Company issued 10,000,000 common shares to certain officers, directors and advisors at $0.0005 per share.

On January 22, 2010 the Company authorized the issuance of up to 6,666,667 shares of Series A Preferred stock at a price of $0.0315 per share. As at February 28, 2010 the Company had issued 5,859,645 Series A Preferred shares for aggregate proceeds of $184,579.

On January 23, 2010 the Company issued 25,000 common shares to a director at $0.0005 per share.

On February 19, 2010 the Company issued 125,000 common shares to a director and an advisor at $0.0005 per share.

9. Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through May 10, 2010, the date the financial statements were issued.

During the period from March 1, 2010 through April 23, 2010 the Company issued 1,111,110 Series A Preferred shares for aggregate proceeds of $35,000. On April 18, 2010 the Company authorized the overallotment of its Series A Preferred offering to $220,000.

F-22

ENTERTAINMENTXPRESS, INC.

A development stage company

NOTES TO FINANCIAL STATEMENTS

9. Subsequent Events (Continued)

On March 12, 2010, the Company entered into a non-binding Letter of Intent with Public Media Works, Inc., to negotiate a definitive agreement for the Public Media Work’s acquisition of the Company. On March 24, 2010, as amended and restated on April 23, 2010, the Company entered into a Share Exchange agreement to be acquired by Public Media Works. The Amended and Restated Share Exchange agreement provides that Public Media Works shall acquire the Company by exchanging one share of Public Media Works common stock for each share of Company common stock in amount not to exceed 14,500,000 shares inclusive of the conversion of the Company’s Series A Preferred shares to Company common shares on a one for one basis. The closing of the acquisition is contingent upon less than 90% of the Company’s shareholders tendering their stock.

On March 15, 2010, the Company entered into a consulting services agreement between Securities Compliance, Inc. (“SCI”), a company controlled by Mark Smith, who was appointed Chief Financial Officer of the Company on April 18, 2010. Under the terms of the agreement, for the services of Mr. Smith, SCI would be paid $5,000 per month through the earlier of; a) the Company raising a minimum of $750,000 in debt or equity funding in which event SCI would be paid $8,000 per month, or b) the Company raising a minimum of $1,000,000 in debt or equity funding in which event SCI would be paid $10,000 per month, or c) July 1, 2010 at which time SCI would be paid $10,000 per month, or d) at such time as there is a paid officer of the company receiving $10,000 or more per month SCI would be paid an amount equal to the lesser of 90% of the Company’s highest paid officer (but not less than $10,000 per month) or $15,000 per month. In addition Mr. Smith was granted 750,000 shares of the Company’s common stock at $0.0063 subject to certain vesting conditions.

During March 2010, the Company and certain of its officers and shareholders entered into an agreement with Raging River, a Washington corporation in the Kiosks rental business, pursuant to which the Company and its officers and shareholders whom collectively were a party to a mutual non-disclosure and non-circumvention agreements which may have prevented them from operating in the Kiosks rental business, were released from those agreements.

On April 18, 2010, the Company terminated its Chief Financial Officer and two of its consultants and concurrently exercised its right to repurchase common stock issued to them at $0.0005 per share. As a result the Company repurchased 5,000,000 shares of its common stock.

On April 18, 2010, the Company authorized the issuance of incentive stock to certain consultants of the Company at a deemed value of $0.0063 per shares in an aggregate amount of 965,000 shares. The shares are subject to certain vesting conditions.

On April 18, 2010, as amended May 4, 2010, the Company authorized the issuance of up to $1,500,000 in notes convertible into shares of the Company at $1.00 per share each with a warrant attached to purchase an additional share at $1.25 for a period of one year. The notes automatically convert subsequent to the close of an acquisition of the Company by Public Media Works on or before June 15, 2010 or become senior secured debt if the acquisition is not closed by that time. The Company can exercise a call on the warrants if the common stock of Public Media Works trades for a minimum price of $2.25 for a period of 7 consecutive days.

As of May 4, 2010, the $13,050 in subscriptions receivable accrued as of February 28, 2010 has been collected.

As of May 4, 2010, the $2,600 in due to stockholders has been repaid.

F-23

EX-2.2

Exhibit 2.2

AMENDED AND RESTATED

EXCHANGE AGREEMENT

BY AND AMONG

PUBLIC MEDIA WORKS, INC.

ENTERTAINMENTXPRESS, INC.

AND

CERTAIN STOCKHOLDERS OF ENTERTAINMENTXPRESS, INC.

Dated April 23, 2010

TABLE OF CONTENTS

	Page
ARTICLE I EXCHANGE OF SECURITIES	1
Section 1.1 The Exchange	1
Section 1.2 Exchange Ratio	2
ARTICLE II THE CLOSING	3
Section 2.1 Closing Date	3
Section 2.2 Transactions at Closing	3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PMW	5
Section 3.1 Organization and Qualification	5
Section 3.2 Authorization	5
Section 3.3 Validity and Effect of Agreement	5
Section 3.4 No Conflict	5
Section 3.5 Required Filings and Consents	6
Section 3.6 Capitalization	6
Section 3.7 Status of Common Stock	6
Section 3.8 SEC Reports and Financial Statements	6
Section 3.9 Financial Statements	7
Section 3.10 No Undisclosed Assets or Liabilities	7
Section 3.11 Material Contracts	7
Section 3.12 Intellectual Property Rights	7
Section 3.13 Litigation	8
Section 3.14 Taxes	8
Section 3.15 Registration	8
Section 3.16 Listing and Maintenance Requirements	8
Section 3.17 Books and Records	9
Section 3.18 Insurance	9
Section 3.19 Compliance	9
Section 3.20 Absence of Certain Changes	9
Section 3.21 Material Transactions or Affiliations	10
Section 3.22 Employees	10
Section 3.23 Previous Sales of Securities	10
Section 3.24 Principals of PMW	10
Section 3.25 Tax-Free Exchange	11
Section 3.26 Brokers and Finders	11
Section 3.27 Disclosure	11
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ENTERTAINMENTXPRESS	11
Section 4.1 Organization and Qualification	11
Section 4.2 Authorization	11
Section 4.3 Validity and Effect of Agreement	12

-i-

Section 4.4 No Conflict	12
Section 4.5 Required Filings and Consents	12
Section 4.6 Capitalization	12
Section 4.7 Financial Statements	12
Section 4.8 No Undisclosed Liabilities	13
Section 4.9 Material Contracts	13
Section 4.10 Intellectual Property Rights	13
Section 4.11 Litigation	14
Section 4.12 Taxes	14
Section 4.13 Compliance	14
Section 4.14 Absence of Certain Changes	15
Section 4.15 Material Transactions or Affiliations	15
Section 4.16 Employees	15
Section 4.17 Principals of EntertainmentXpress	15
Section 4.18 Tax-Free Exchange	16
Section 4.19 Brokers and Finders	16
Section 4.20 Disclosure	16
ARTICLE V REPRESENTATIONS AND WARRANTIES OF EACH SELLER	16
Section 5.1 Authorization	16
Section 5.2 Validity and Effect of Agreement	16
Section 5.3 No Breach or Violation	17
Section 5.4 Consents and Approvals	17
Section 5.5 Title	17
Section 5.6 Investor Status	17
Section 5.7 No Government Review	17
Section 5.8 Investment Intent	17
Section 5.9 Restrictions on Transfer	17
Section 5.10 Informed Investment	18
Section 5.11 Access to Information	18
Section 5.12 Reliance on Representations	18
Section 5.13 No General Solicitation	18
Section 5.14 Legends	19
Section 5.15 Placement and Finder’s Fees	19
Section 5.16 Disclosure	19
ARTICLE VI CERTAIN COVENANTS	19
Section 6.1 Conduct of Business by PMW	19
Section 6.2 Access to Information	20
Section 6.3 Confidentiality	20
Section 6.4 No Shop	20
Section 6.5 Further Assurances	21
Section 6.6 Public Announcements	21
Section 6.7 Notification of Certain Matters	21
Section 6.8 Financial Statements	21
Section 6.9 Tax-Free Exchange Status	21
Section 6.10 Waiver of Claims	22

-ii-

ARTICLE VII CONDITIONS TO CONSUMMATION OF THE EXCHANGE	22
Section 7.1 Conditions to Obligations of EntertainmentXpress	22
Section 7.2 Conditions to Obligations of PMW	23
ARTICLE VIII INDEMNIFICATION	24
Section 8.1 Indemnification between the Parties	24
Section 8.2 Indemnification Procedures for Third Party Claims	24
Section 8.3 Indemnification Procedures for Non-Third Party Claims	25
Section 8.4 Limitations on Indemnification	26
ARTICLE IX TERMINATION	26
Section 9.1 Termination	26
Section 9.2 Procedure and Effect of Termination	27
ARTICLE X MISCELLANEOUS	27
Section 10.1 Entire Agreement	27
Section 10.2 Amendment and Modifications	27
Section 10.3 Extensions and Waivers	27
Section 10.4 Successors and Assigns	28
Section 10.5 Survival of Representations, Warranties and Covenants	28
Section 10.6 Headings; Definitions	28
Section 10.7 Specific Performance	28
Section 10.8 Notices	28
Section 10.9 Governing Law	29
Section 10.10 Consent to Jurisdiction	29
Section 10.11 Counterparts	29
Section 10.12 Certain Definitions	29

-iii-

EXHIBITS AND SCHEDULES

Exhibit A	Form of PMW Officer and Director Release
Exhibit B	Form of Notice of Exchange (Preferred Stock)
Exhibit C	Form of Notice of Exchange (Common Stock)
Schedule I	Schedule of EntertainmentXpress Shares to be exchanged for PMW Common Stock
Schedule II	Investor Questionnaire

AMENDED AND RESTATED

EXCHANGE AGREEMENT

This Amended and Restated Exchange Agreement (“Agreement”), dated as of April 23, 2010, by and among Public Media Works, Inc., a Delaware corporation (“PMW”), EntertainmentXpress, Inc., a California corporation (“EntertainmentXpress”), and the stockholders of EntertainmentXpress set forth on the signature pages to this Agreement (collectively, the “Sellers” and individually, a “Seller”) with respect to the following facts:

RECITALS

A. PMW, EntertainmentXpress and certain Sellers previously entered into an Exchange Agreement dated March 24, 2010 (the “Previous Agreement”), and the parties desire to amend and restate the Previous Agreement as provided herein;

B. Sellers own more than fifty percent (50%) of the issued and outstanding shares of Common Stock, no par value, and Preferred Stock, no par value, of EntertainmentXpress (the “EntertainmentXpress Shares”) in the denominations as set forth opposite their respective names on Schedule I to this Agreement;

C. PMW desires to acquire from Sellers, and Sellers desire to sell and transfer to PMW, all of the EntertainmentXpress Shares owned by Sellers on the Closing Date in exchange for the issuance and delivery by PMW of one (1) share of Common Stock, par value $0.0001 per share, of PMW (“Common Stock”), for each one (1) EntertainmentXpress Share (the “Exchange Ratio”) on the terms and conditions set forth below (the “Exchange”);

D. It is intended that, for federal income tax purposes, the Exchange shall qualify as an exchange described in Section 351 of the of the Internal Revenue Code of 1986, as amended (the “Code”) and a reorganization described in Section 368 of the Code.

NOW, THEREFORE, in consideration of the foregoing premises and representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

EXCHANGE OF SECURITIES

Section 1.1 The Exchange. On the terms and subject to the conditions of this Agreement, PMW shall issue and deliver to each of the Sellers owning EntertainmentXpress Shares such number of shares of Common Stock as is set forth opposite such Seller’s name on Schedule I hereto, subject to adjustment as set forth in Section 1.2, and each such Seller shall sell, transfer and deliver to PMW, the number of issued and outstanding EntertainmentXpress Shares set forth opposite such Seller’s name on Schedule I hereto along with a duly executed share assignment endorsed in favor of PMW on the Closing Date. In the event that Seller’s EntertainmentXpress Shares are subject to a repurchase right in favor of EntertainmentXpress, then, by virtue of this Agreement, such repurchase right shall be assigned to PMW and shall

-1-

continue in full force and effect with respect to the Common Stock under its original terms and conditions; provided, that to the extent that the repurchase right was triggered upon termination of service from EntertainmentXpress, after the Exchange such trigger shall be predicated upon termination of service from PMW or any of its affiliated entities.

Section 1.2 Exchange Ratio.

(a) Based on the outstanding capital stock of PMW as of the date hereof and anticipated stock option exercises of outstanding PMW options to take place prior to Closing, the former stockholders of EntertainmentXpress would own no more than 14,500,000 shares of Common Stock of PMW, and all of the current stockholders of PMW would own no more than an aggregate of 6,500,000 shares of Common Stock of PMW. Holders of PMW Options would own PMW options to purchase no more than 1,000,000 shares of Common Stock.

(b) If between the date of this Agreement and the Closing Date, there shall be any change in the number of shares of outstanding capital stock of either PMW or EntertainmentXpress, including the issuance of any options or rights to acquire Common Stock, the Exchange Ratio shall be adjusted such that immediately following the Closing the aggregate number of shares of Common Stock issued to each represents the percentage ownership set forth above.

(c) If between the date of this Agreement and the Closing Date, the holders of issued and outstanding EntertainmentXpress Shares constituting less than one hundred percent (100%) but more than ninety percent (90%) have agreed to the Exchange contemplated hereunder (all other EntertainmentXpress stockholders, hereinafter the “Delayed Stockholders”), then EntertainmentXpress shall proceed to the Closing of the Exchange, subject to satisfaction of the conditions set forth in Section 7.1. For a period of three months following the Closing Date, PMW may, but shall not be required to accept for Exchange any EntertainmentXpress Shares then held by any Delayed Stockholder, subject to such Delayed Stockholder’s execution of this Agreement as a Seller for all intents and purpose, including but not limited to assuming all representations, warranties and undertakings of the Sellers hereunder and performance of all of the conditions for Closing to be performed by each Seller hereunder. Until such time as a Delayed Stockholder executes this Agreement and submits his EntertainmentXpress Shares in exchange for shares of Common Stock (thereby becoming a Seller), and such exchange is accepted by PMW, such Delayed Stockholder shall remain a stockholder of EntertainmentXpress and shall not be considered a stockholder of PMW and shall not be entitled to any of the rights thereof, including without limitation the right to vote or receive any distributions with respect thereto. Prior the Closing and upon written notice from PMW, PMW may in its sole discretion, reduce the required percentage described in the first sentence of this Section 1.2(c) from ninety percent (90%) to eighty percent (80%).

-2-

ARTICLE II

THE CLOSING

Section 2.1 Closing Date. The closing of the Exchange and the other transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Sheppard Mullin Richter & Hampton LLP, San Diego, CA 92130 at 10:00 a.m. on April 16, 2010, or at such other location, date and time as PMW and EntertainmentXpress may agree. The time and date upon which the Closing actually occurs being referred to herein as the “Closing Date”).

Section 2.2 Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

(a) PMW shall deliver to EntertainmentXpress, as agent for Sellers, the following documents:

(i) Validly executed stock certificates corresponding to the Common Stock issued in the name of the Sellers in the amounts set forth in Schedule I;

(ii) Instructions directing its transfer agent to register the allotment of the Common Stock to the Sellers in the stockholders ledger of PMW;

(iii) True copies of all consents and waivers obtained by PMW, in accordance with the provisions of Section 7.1 below;

(iv) Certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that PMW is in good standing under the laws of said state;

(v) Certified copy of the Certificate of Incorporation of PMW, as certified by the Secretary of State of the State of Delaware at or about the Closing Date;

(vi) Secretary’s certificate duly executed by PMW’s secretary attaching and attesting to the accuracy of: (A) the bylaws of PMW, (B) the resolutions of PMW’s board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, selecting Garrett Cecchini as a director of PMW (resulting in the PMW directors to be George Mainas, Joseph Merhi, Edward Frumkes and Garrett Cecchini) and appointing the officers of EntertainmentXpress as follows: Garrett Cecchini (Chief Executive Officer and Secretary), Larry Gitlin (President and Chief Operating Officer), and Mark Smith (Chief Financial Officer)as the officers of PMW, and (C) an incumbency certificate signed by all of the executive officers of PMW dated at or about the Closing Date;

(vii) An officer’s certificate duly executed by PMW’s chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing;

(viii) Resignation and release agreements, substantially in the form attached hereto as Exhibit A from current officers Joseph Merhi (Chief Executive Officer) and Eli Samaha (President) to be effective as of the Closing;

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(ix) All corporate books and records of PMW; and

(x) Such other documents and instruments as EntertainmentXpress may reasonably request.

(b) EntertainmentXpress shall deliver, or cause to be delivered, to PMW the following documents and/or shall take the following actions:

(i) Validly executed stock certificates corresponding to the number of EntertainmentXpress Shares being transferred by the Sellers, issued in the name of PMW and shall register the shares in the name of PMW in the stockholders register of EntertainmentXpress.

(ii) Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that EntertainmentXpress is in good standing under the laws of said state;

(iii) Certified copy of the Certificate of Incorporation of EntertainmentXpress, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date;

(iv) Secretary’s certificate duly executed by EntertainmentXpress’ secretary attaching and attesting to the accuracy of: (A) the bylaws of EntertainmentXpress, (B) the resolutions of Entertainment press’s board of directors, approving the transactions contemplated hereby, including the Exchange, and (C) an incumbency certificate signed by all of the executive officers of EntertainmentXpress dated at or about the Closing Date;

(v) An officer’s certificate duly executed by EntertainmentXpress’ chief executive officer of EntertainmentXpress to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing; and

(vi) Such other documents as PMW may reasonably request.

(c) The Sellers shall deliver the following documents:

(i) to PMW, duly executed share assignments in the form attached hereto as Exhibit B or Exhibit C effecting the immediate and unconditional sale, assignment and irrevocable transfer of EntertainmentXpress Shares to PMW, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law and

(ii) to EntertainmentXpress, as agent for PMW, all share certificates in respect of EntertainmentXpress Shares.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PMW

PMW represents and warrants to EntertainmentXpress and each Seller that, subject to such exceptions as may be specifically set forth in the public reports filed by PMW on the SEC’s EDGAR database and as set forth in the PMW Disclosure Schedule attached hereto, the statements contained in this Article III are true and correct as of the date of this Agreement:

Section 3.1 Organization and Qualification. PMW is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with the corporate power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a Material Adverse Effect. PMW is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of their activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not have a Material Adverse Effect. PMW has no subsidiaries and is not a participant in any joint venture, partnership, or similar arrangement.

Section 3.2 Authorization. PMW has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Exchange.

Section 3.3 Validity and Effect of Agreement. This Agreement has been duly and validly executed and delivered by PMW and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of PMW, in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally.

Section 3.4 No Conflict. Neither the execution and delivery of this Agreement by PMW nor the performance by PMW of its obligations hereunder, nor the consummation of the Exchange, will: (i) conflict with PMW’s Articles of Incorporation or Bylaws; (ii) violate any statute, law, ordinance, rule or regulation, applicable to PMW or any of the properties or assets of PMW; or (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of PMW, or result in the creation or imposition of any Lien upon any properties, assets or business of PMW under, any Contract or any order, judgment or decree to which PMW is a party or by which it or any of its assets or properties is bound or encumbered except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a Material Adverse Effect on PMW, or would not prevent or materially delay consummation of the Exchange or otherwise prevent the parties hereto from performing their respective obligations under this Agreement.

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Section 3.5 Required Filings and Consents. The execution and delivery of this Agreement by PMW does not, and the performance of this Agreement by PMW will not, require any consent, approval, authorization or permit of, or filing with or notification to, Governmental Authority with respect to PMW except: (i) compliance with applicable requirements of the Securities Act, the Exchange Act and state securities laws (“Blue Sky Laws”); and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on PMW, or would not prevent or materially delay consummation of the Exchange or otherwise prevent the parties hereto from performing their respective obligations under this Agreement.

Section 3.6 Capitalization. The authorized capital stock of PMW consists of 100,000,000 shares of Common Stock, par value $0.0001 per share, of which 5,886,458 shares of Common Stock are issued and outstanding as of the date of this Agreement, and no more than 6,500,000 shares of Common Stock will be issued and outstanding as of the Closing Date. In addition, as of the date of this Agreement, there are outstanding options to purchase 600,000 shares of Common Stock, and as of the Closing Date there will be no more than 1,000,000 options to purchase shares of Common Stock. Except for the transactions contemplated by this Agreement, there are no other share capital, preemptive rights, convertible securities, outstanding warrants, options or other rights to subscribe for, purchase or acquire from PMW any shares of capital stock of PMW and there are no contracts or commitments providing for the issuance of, or the granting of rights to acquire, any shares of capital stock of PMW or under which PMW is, or may become, obligated to issue any of its securities. All shares of capital stock of PMW outstanding as of the date of this Agreement have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights.

Section 3.7 Status of Common Stock. The Common Stock, when issued and allotted at the Closing in exchange for EntertainmentXpress Shares, will be duly authorized, validly issued, fully paid, nonassessable, and free of any preemptive rights, will be issued in compliance with all applicable laws concerning the issuance of securities, and will have the rights, preferences, privileges, and restrictions set forth in PMW’s charter and bylaws, and will be free and clear of any Liens of any kind and duly registered in the name of the Sellers, in PMW’s stockholders ledger.

Section 3.8 SEC Reports and Financial Statements. PMW has timely filed with the SEC all forms, reports, notices, schedules, statements and other documents and instruments required to be filed by it under any applicable law, and has heretofore made available (or promptly following filing will make available) to EntertainmentXpress true and complete copies of, all such forms, reports, notices, schedules, statements and other documents and instruments required to be filed by it under the Exchange Act or the Securities Act, the “PMW SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the PMW SEC Documents, including any financial statements or schedules included therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) were complete and accurate in all material respects, and (iii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder.

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Section 3.9 Financial Statements. Each of the financial statements (the “PMW Financial Statements”) included in the PMW SEC Documents including but not limited to the audited financial statements for the years ended February 28, 2008 and February 28, 2009 and the unaudited financial statements for the nine (9) month period ended November 30, 2009 have been (or will be) filed in accordance with any applicable law and prepared from, and are in accordance with, the books and records of PMW, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial positions and the results of operations and cash flows of PMW as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

Section 3.10 No Undisclosed Assets or Liabilities. Except as disclosed in the PMW Financial Statements, PMW does not have any liabilities, indebtedness or obligations, whether known or unknown, absolute, accrued, contingent or otherwise, and whether due or to become due (collectively, “Liabilities”), and, there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a Liability, including without limitation any liabilities for foreign, federal, state, local or other taxes (including deficiencies, interest and penalties). As of the Closing Date, PMW shall have no Liabilities other than (i) up to $125,000 in unsecured accounts payable or accrued expenses, and (ii) up to $1,200,000 in long term debt.

Section 3.11 Material Contracts. Each PMW Material Contract (i) is legal, valid, binding and enforceable and in full force and effect with respect to PMW, and to PMW’s knowledge is legal, valid, binding, enforceable and in full force and effect with respect to each other party thereto, in either case subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and except as the availability of equitable remedies may be limited by general principles of equity; and (ii) will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and except as the availability of equitable remedies may be limited by general principles of equity. Neither PMW nor, to PMW’s knowledge, any other party, is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by PMW or, to PMW’s knowledge, by any such other party, or permit termination, modification or acceleration, under the PMW Material Agreement.

Section 3.12 Intellectual Property Rights. PMW owns, or is licensed or otherwise possesses legally enforceable rights to use, all patents, trademarks, common law trademarks, trade names, trade secrets (including customer lists), service marks and copyrights, and any applications for and registrations of such patents, trademarks, service marks, and copyrights and all processes, formulas, methods, schematics, technology, know-how, computer software programs, data or applications and tangible or intangible proprietary information or

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material that are used in its business, free and clear of all liens, claims or encumbrances (all of which are referred to as the “PMW Intellectual Property Rights”). The foregoing representation as it relates to all licenses, sublicenses and other agreements to which PMW is a party and pursuant to which PMW is authorized to use any third party technology, trade secret, know-how, process, patent, trademark or copyright, including software (“Licensed Intellectual Property”) is limited to the interests of PMW pursuant to licenses from third parties, each of which is in full force and effect, is valid, binding and enforceable and grants PMW such rights to such intellectual property as are used in the business as currently conducted.

(b) PMW (i) has not received notice of a claim of infringement of any patent, trademark, service mark, copyright, trade secret or other proprietary right of any third party and (ii) does not have any knowledge of any claim challenging or questioning the validity or effectiveness of any license or agreement relating to any PMW Intellectual Property Rights or Licensed Intellectual Property. PMW has at all times used reasonable efforts to protect its proprietary information and to prevent such information from being released into the public domain.

Section 3.13 Litigation. There is no action pending or, to the knowledge of PMW, threatened against PMW that, individually or in the aggregate, directly or indirectly, would be reasonably likely to have a Material Adverse Effect, nor is there any outstanding judgment, decree or injunction, in each case against PMW, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect.

Section 3.14 Taxes. PMW has filed (or has had timely filed on its behalf) with the appropriate tax authorities all tax returns required to be filed by it or on behalf of it, and each such tax return was complete and accurate in all material respects, and PMW has timely paid (or has had paid on its behalf) all material Taxes due and owing by it, regardless of whether required to be shown or reported on a tax return, including Taxes required to be withheld by it. No deficiency for a material Tax has been asserted in writing or otherwise, to PMW’s Knowledge, against PMW or with respect to any of its assets, except for asserted deficiencies that either (i) have been resolved and paid in full or (ii) are being contested in good faith. There are no material Liens for Taxes upon PMW’s assets.

Section 3.15 Registration. No order revoking the registration of PMW or the Common Stock under the Exchange Act has been issued by any court, securities commission or regulatory authority in the United States and no proceedings for such purpose are pending or, to the Knowledge of PMW, after reasonable inquiry, threatened.

Section 3.16 Listing and Maintenance Requirements. The Common Stock is registered under Section 12(g) of the Exchange Act, and PMW has taken no action designed to, or which to the knowledge of PMW is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, nor has PMW received any notification that the SEC is contemplating terminating such registration. The Common Stock is presently traded on the OTC Bulleting Board under the symbol “PUBM”. PMW has not, in the past twelve months, received notice from the OTC Bulleting Board to the effect that PMW is not in compliance with the listing or maintenance requirements of the OTC Bulletin Board. PMW is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

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Section 3.17 Books and Records. The books and records, financial and others, of PMW are in all material respects complete and correct and have been maintained in accordance with good business accounting practices.

Section 3.18 Insurance. PMW is secured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are reasonably precedent and customary in the business in which PMW operates. PMW does not have any knowledge of facts or circumstances which would cause PMW to believe that it will not be able to renew its existing insurance coverage when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

Section 3.19 Compliance. PMW is in compliance with all foreign, federal, state and local laws and regulations of any Governmental Authority, except to the extent that failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. PMW has not received any notice asserting a failure, or possible failure, to comply with any such law or regulation, the subject of which notice has not been resolved as required thereby or otherwise to the satisfaction of the party sending the notice, except for such failure as would not, individually or in the aggregate, have a Material Adverse Effect. PMW does not, and is not require to, hold any permits, licenses or franchises from Governmental Authorities.

Section 3.20 Absence of Certain Changes. Since November 30, 2009, except as described in the PMW SEC Documents or as expressly permitted or required by this Agreement or with the consent of EntertainmentXpress, PMW has not:

(a) sold or otherwise issued any shares of capital stock, other than 600,000 additional shares as of the date of this Agreement;

(b) acquired any assets or incurred any Liabilities;

(c) amended its certificate of incorporation or bylaws;

(d) waived any rights of value which in the aggregate are extraordinary or material considering the business of PMW;

(e) made any material change in its method of management, operation or accounting;

(f) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee;

(g) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, which option, warrant or other right has not been cancelled as of the Closing Date;

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(h) borrowed or agreed to borrow any funds or incurred or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; and

(i) become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets or condition of PMW or become subject to any change or development in, or effect on, PMW that has or could reasonably be expected to have a Material Adverse Effect,

(j) entered into any agreement to take any action described in clauses (a) through (i) above

Section 3.21 Material Transactions or Affiliations. Except as described in the PMW SEC Documents, there is no contract, agreement or arrangement between PMW and any person who was, at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known by PMW to own beneficially, five percent or more of the issued and outstanding Common Stock and which is to be performed in whole or in part after the date hereof. PMW has no commitment, whether written or oral, to lend any funds to, borrow any money from or enter into any other material transactions with, any such affiliated person.

Section 3.22 Employees. PMW is in compliance with all currently applicable laws and regulations respecting terms and conditions of employment, except where any failure to comply would not constitute a Material Adverse Effect. There are no proceedings pending or, to PMW’s knowledge, reasonably expected or threatened, between PMW, on the one hand, and any or all of its current or former employees, on the other hand. There are no claims pending, or, to PMW’s knowledge, reasonably expected or threatened, against PMW under any workers’ compensation or long term disability plan or policy. PMW has no unsatisfied obligations that would have a Material Adverse Effect on PMW to any employees, former employees, or qualified beneficiaries pursuant to any employee benefit plans, COBRA, HIPAA, or any state law governing health care coverage extension or continuation.

Section 3.23 Previous Sales of Securities. Since inception, PMW has sold Common Stock to investors only in registered offerings or reliance upon applicable exemptions from the registration requirements under any applicable law including the laws of the United States and any applicable states and all such sales were made in accordance with the laws of said jurisdictions. Except as provided in this Agreement, PMW has not granted or agreed to grant any registration rights, including piggyback rights, to any Person or entity.

Section 3.24 Principals of PMW. During the past ten years, no officer or director of PMW has been:

(a) the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(b) the subject of any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

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(c) the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(d) found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 3.25 Tax-Free Exchange. PMW has not taken any action, nor does PMW know of any fact, that is reasonably likely to prevent the Exchange from qualifying as a “reorganization” within the meaning of Section 351 or 368 of the Code.

Section 3.26 Brokers and Finders. Neither PMW, nor any of its officers, directors, employees or managers, has employed any broker, finder, advisor or consultant, or incurred any liability for any investment banking fees, brokerage fees, commissions or finders’ fees, advisory fees or consulting fees in connection with the Exchange for which PMW has or could have any liability.

Section 3.27 Disclosure. There is no known material fact or information relating to the business, condition (financial or otherwise), affairs, operations or assets of PMW and/or its subsidiaries that has not been disclosed in writing to EntertainmentXpress and/or Sellers by PMW. No representation or warranty of PMW in this Agreement or any statement or document delivered in connection herewith or therewith, contained or will contain any untrue statement of a material fact or fail to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ENTERTAINMENTXPRESS

EntertainmentXpress represents and warrants to PMW that the statements contained in this Article IV are true and correct as of the date of this Agreement:

Section 4.1 Organization and Qualification. EntertainmentXpress is duly organized and validly existing under the laws of its jurisdiction of organization, with the corporate power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a Material Adverse Effect. EntertainmentXpress is duly qualified as a foreign corporation to do business in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except for such failures to be so qualified as would not have a Material Adverse Effect. EntertainmentXpress has no subsidiaries.

Section 4.2 Authorization. EntertainmentXpress has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Exchange.

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Section 4.3 Validity and Effect of Agreement. This Agreement has been duly and validly executed and delivered by EntertainmentXpress and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of EntertainmentXpress, in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally.

Section 4.4 No Conflict. Neither the execution and delivery of this Agreement by EntertainmentXpress nor the performance by EntertainmentXpress of its obligations hereunder, nor the consummation of the Exchange, will: (i) conflict with EntertainmentXpress’ Articles of Incorporation; (ii) violate any statute, law, ordinance, rule or regulation, applicable to EntertainmentXpress or any of its properties or assets; or (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of EntertainmentXpress, or result in the creation or imposition of any Lien upon any properties, assets or business of EntertainmentXpress under, any Material Contract or any order, judgment or decree to which EntertainmentXpress is a party or by which it or any of its assets or properties is bound or encumbered except, in the case of clauses (ii) or (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a Material Adverse Effect on EntertainmentXpress, or materially delay consummation of the Exchange or otherwise prevent the parties hereto from performing their obligations under this Agreement.

Section 4.5 Required Filings and Consents. The execution and delivery of this Agreement by EntertainmentXpress do not, and the performance of this Agreement by EntertainmentXpress will not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, with respect to EntertainmentXpress, except: (i) compliance with applicable requirements of the Securities Act, the Exchange Act, and Blue Sky Laws; and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on EntertainmentXpress, or materially delay consummation of the Exchange or otherwise prevent the parties hereto from performing their obligations under this Agreement.

Section 4.6 Capitalization. The authorized capital stock of EntertainmentXpress is 30,000,000 shares divided into: (i) 20,000,000 shares of Common Stock, no par value, and (ii) 10,000,000 shares of Preferred Stock, no par value, of which 13,685,755 shares of Common Stock are issued and outstanding (assuming the conversion of all of the Preferred Stock). All EntertainmentXpress Shares outstanding as of the date of this Agreement have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights.

Section 4.7 Financial Statements. EntertainmentXpress has previously furnished to PMW true and complete copies of the audited consolidated balance sheet of EntertainmentXpress for the fiscal year ended December 31, 2009 and the related statements of operations, stockholders equity and cash flows for the year then ended (all of such financial statements of EntertainmentXpress collectively, the “EntertainmentXpress Financial

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Statements”). The EntertainmentXpress Financial Statements (including the notes thereto) present fairly in all material respects the financial position and results of operations and cash flows of EntertainmentXpress at the date or for the period set forth therein, in each case in accordance with GAAP applied on a consistent basis throughout the periods involved (except as otherwise indicated therein). The EntertainmentXpress Financial Statements have been prepared from and in accordance with the books and records of EntertainmentXpress.

Section 4.8 No Undisclosed Liabilities. Except as disclosed in the EntertainmentXpress Financial Statements, EntertainmentXpress has no material liabilities, indebtedness or obligations, except those that have been incurred in the ordinary course of business, whether absolute, accrued, contingent or otherwise, and whether due or to become due, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability, indebtedness or obligation. As of the Closing Date, EntertainmentXpress shall have no Liabilities other than up to $2,000,000 of debt, of which no less than $1,500,000 will be in the form of debt which converts into shares of PMW Common Stock (at a conversion price agreed upon by PMW) within 5 days after the Closing.

Section 4.9 Material Contracts. Each EntertainmentXpress Material Contract (i) is legal, valid, binding and enforceable and in full force and effect with respect to EntertainmentXpress, and to EntertainmentXpress’ knowledge is legal, valid, binding, enforceable and in full force and effect with respect to each other party thereto, in either case subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and except as the availability of equitable remedies may be limited by general principles of equity; and (ii) will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and except as the availability of equitable remedies may be limited by general principles of equity. Neither EntertainmentXpress nor, to EntertainmentXpress’ knowledge, any other party, is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by EntertainmentXpress or, to EntertainmentXpress’ knowledge, by any such other party, or permit termination, modification or acceleration, under the EntertainmentXpress Material Agreement.

Section 4.10 Intellectual Property Rights.

(a) EntertainmentXpress owns, or is licensed or otherwise possesses legally enforceable rights to use, all patents, trademarks, common law trademarks, trade names, trade secrets (including customer lists), service marks and copyrights, and any applications for and registrations of such patents, trademarks, service marks, and copyrights and all processes, formulas, methods, schematics, technology, know-how, computer software programs, data or applications and tangible or intangible proprietary information or material that are used in its business, free and clear of all liens, claims or encumbrances (all of which are referred to as the “EntertainmentXpress Intellectual Property Rights”). The foregoing representation as it relates to all licenses, sublicenses and other agreements to which EntertainmentXpress is a party and pursuant to which EntertainmentXpress is authorized to use any third party technology, trade secret, know-how, process, patent, trademark or copyright, including software (“Licensed

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Intellectual Property”) is limited to the interests of EntertainmentXpress pursuant to licenses from third parties, each of which is in full force and effect, is valid, binding and enforceable and grants EntertainmentXpress such rights to such intellectual property as are used in the business as currently conducted.

(b) EntertainmentXpress (i) has not received notice of a claim of infringement of any patent, trademark, service mark, copyright, trade secret or other proprietary right of any third party and (ii) does not have any knowledge of any claim challenging or questioning the validity or effectiveness of any license or agreement relating to any EntertainmentXpress Intellectual Property Rights or Licensed Intellectual Property. EntertainmentXpress has at all times used reasonable efforts to protect its proprietary information and to prevent such information from being released into the public domain.

Section 4.11 Litigation. There is no action pending or, to the knowledge to EntertainmentXpress, threatened against EntertainmentXpress that, individually or in the aggregate, directly or indirectly, would be reasonably likely to have a Material Adverse Effect, nor is there any outstanding judgment, decree or injunction, in each case against EntertainmentXpress, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect.

Section 4.12 Taxes. EntertainmentXpress has timely filed (or has had timely filed on its behalf) with the appropriate tax authorities all tax returns required to be filed by it or on behalf of it, and each such tax return was complete and accurate in all material respects, and EntertainmentXpress has timely paid (or has had paid on its behalf) all material Taxes due and owing by it, regardless of whether required to be shown or reported on a tax return, including Taxes required to be withheld by it. No deficiency for a material Tax has been asserted in writing or otherwise, to EntertainmentXpress’ Knowledge, against EntertainmentXpress or with respect to any of its assets, except for asserted deficiencies that either (i) have been resolved and paid in full or (ii) are being contested in good faith. There are no material Liens for Taxes upon EntertainmentXpress’ assets.

Section 4.13 Compliance. EntertainmentXpress is in compliance with all federal, state and local laws and regulations of any Governmental Authority applicable to its operations or with respect to which compliance is a condition of engaging in the business thereof, except to the extent that failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. EntertainmentXpress has not received any notice asserting a failure, or possible failure, to comply with any such law or regulation, the subject of which notice has not been resolved as required thereby or otherwise to the satisfaction of the party sending the notice, except for such failure as would not, individually or in the aggregate, have a Material Adverse Effect. EntertainmentXpress holds all permits, licenses and franchises from Governmental Authorities required to conduct its business as it is now being conducted, except for such failures to have such permits, licenses and franchises that would not, individually or in the aggregate, have a Material Adverse Effect.

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Section 4.14 Absence of Certain Changes. Since the date of the most recent EntertainmentXpress Financial Statements:

(a) there has been no change or development in, or effect on, EntertainmentXpress that has or could reasonably be expected to have a Material Adverse Effect;

(b) EntertainmentXpress has not sold, transferred, disposed of, or agreed to sell, transfer or dispose of, any material amount of its assets other than in the ordinary course of business;

(c) EntertainmentXpress has not paid any dividends or distributed any of its assets to any of its stockholders;

(d) EntertainmentXpress has not acquired any material amount of assets except in the ordinary course of business, nor acquired or merged with any other business;

(e) EntertainmentXpress has not waived or amended any of its respective material contractual rights except in the ordinary course of business, and

(f) EntertainmentXpress has not entered into any agreement to take any action described in clauses (a) through (f) above.

Section 4.15 Material Transactions or Affiliations. Except for employment agreements, stock option agreements, and deferred compensation plans, there is no contract, agreement or arrangement between EntertainmentXpress and any person who was, at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known by EntertainmentXpress to own beneficially, five percent or more of its issued and outstanding common stock or preferred stock and which is to be performed in whole or in part after the date hereof. EntertainmentXpress has no commitment, whether written or oral, to lend any funds to, borrow any money from or enter into any other material transactions with, any such affiliated person.

Section 4.16 Employees. EntertainmentXpress is in compliance with all currently applicable laws and regulations respecting terms and conditions of employment, except where any failure to comply would not constitute a Material Adverse Effect. There are no proceedings pending or, to EntertainmentXpress’ knowledge, reasonably expected or threatened, between EntertainmentXpress, on the one hand, and any or all of its current or former employees, on the other hand. There are no claims pending, or, to EntertainmentXpress’ knowledge, reasonably expected or threatened, against EntertainmentXpress under any workers’ compensation or long term disability plan or policy. EntertainmentXpress has no unsatisfied obligations that would have a Material Adverse Effect on EntertainmentXpress to any employees, former employees, or qualified beneficiaries pursuant to any employee benefit plans, COBRA, HIPAA, or any state law governing health care coverage extension or continuation.

Section 4.17 Principals of EntertainmentXpress. During the past ten years, no officer or director of EntertainmentXpress has been:

(a) the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

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(b) the subject of any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(c) the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(d) found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 4.18 Tax-Free Exchange. EntertainmentXpress has not taken any action, nor does EntertainmentXpress know of any fact, that is reasonably likely to prevent the Exchange from qualifying as a “reorganization” within the meaning of Section 351 or 368 of the Code.

Section 4.19 Brokers and Finders. Neither, EntertainmentXpress nor any of its officers, directors, employees or managers, have employed any broker, finder, advisor or consultant, or incurred any liability for any investment banking fees, brokerage fees, commissions or finders’ fees, advisory fees or consulting fees in connection with the Exchange for which EntertainmentXpress has or could have any liability.

Section 4.20 Disclosure. There is no known material fact or information relating to the business, condition (financial or otherwise), affairs, operations or assets of EntertainmentXpress that has not been disclosed in writing to PMW by EntertainmentXpress. No representation or warranty of EntertainmentXpress in this Agreement or any statement or document delivered in connection herewith or therewith, contained or will contain any untrue statement of a material fact or fail to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF EACH SELLER

Each Seller, severally and not jointly, hereby make the following representations and warranties to EntertainmentXpress and PMW:

Section 5.1 Authorization. Such Seller has all requisite power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement.

Section 5.2 Validity and Effect of Agreement. Upon the execution and delivery of each other document to which such Seller is a party (assuming due execution and delivery by each other party thereto) each such other document will be the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally.

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Section 5.3 No Breach or Violation. The execution, delivery and performance by such Seller of this Agreement and each other document to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with (i) the certificate of incorporation or bylaws of such Seller, if applicable, or (ii) any agreement to which such Seller is a party, or by which such Seller or such Seller’s assets are bound or affected.

Section 5.4 Consents and Approvals. No consent, approval, authorization or order of, registration or filing with, or notice to, any Government Authority or any other Person is necessary to be obtained, made or given by such Seller in connection with the execution, delivery and performance by such Seller of this Agreement or any other document to which it is a party or for the consummation by such Seller of the transactions contemplated hereby or thereby.

Section 5.5 Title. The EntertainmentXpress Shares to be delivered by such Seller in connection with the transactions contemplated herein are, and at the Closing will be owned, of record and beneficially, solely by such Seller, free and clear of any Lien and represent such Seller’s entire ownership interest in EntertainmentXpress.

Section 5.6 Investor Status. Such Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and has properly completed the form attached hereto as Schedule II.

Section 5.7 No Government Review. Such Seller understands that neither the SEC nor any securities commission or other Governmental Authority of any state, country or other jurisdiction has approved the issuance of the Common Stock or passed upon or endorsed the merits of the Common Stock or the Exchange Agreement or any of the other documents relating to the Exchange (collectively, the “Offering Documents”), or confirmed the accuracy of, determined the adequacy of, or reviewed the Exchange Agreement or the other Offering Documents.

Section 5.8 Investment Intent. The shares of Common Stock are being acquired by Seller for Seller’s own account for investment purposes only, not as a nominee or agent and not with a view to the resale or distribution of any part thereof, and Seller has no present intention of selling, granting any participation in or otherwise distributing the same. Seller further represents that Seller does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or third person with respect to any of EntertainmentXpress Shares.

Section 5.9 Restrictions on Transfer. Seller understands that the shares of Common Stock have not been registered under the Securities Act or registered or qualified under any foreign or state securities law, and may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and registration or qualification under applicable state securities laws or the availability of an exemption therefrom. In any case where such an exemption is relied upon by Seller from the registration requirements of the Securities Act and the registration or qualification requirements of such state securities laws, Seller shall furnish PMW with an

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opinion of counsel stating that the proposed sale or other disposition of such securities may be effected without registration under the Securities Act and will not result in any violation of any applicable state securities laws relating to the registration or qualification of securities for sale, such counsel and opinion to be satisfactory to PMW. Seller acknowledges that it is able to bear the economic risks of an investment in the Common Stock for an indefinite period of time, and that its overall commitment to investments that are not readily marketable is not disproportionate to its net worth.

Section 5.10 Informed Investment. Seller has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon EntertainmentXpress for legal or tax advice related to this investment. In making its decision to acquire the Common Stock, Seller has not relied upon any information other than information contained in this Agreement and in the other Offering Documents.

Section 5.11 Access to Information. Seller acknowledges that it has had access to and has reviewed all documents and records relating to PMW, including, but not limited to, the PMW SEC Documents, that it has deemed necessary in order to make an informed investment decision with respect to an investment in PMW.

Section 5.12 Reliance on Representations. Seller understands that the shares of Common Stock are being offered and sold to Seller in reliance on specific exemptions from the registration and/or public offering requirements of the U.S. federal and state securities laws and that PMW and EntertainmentXpress are relying in part upon the truth and accuracy of, and such Seller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Seller to acquire the Common Stock. Seller represents and warrants to PMW and EntertainmentXpress that any information Seller has heretofore furnished or furnishes herewith to PMW and EntertainmentXpress is complete and accurate, and further represents and warrants that it will notify and supply corrective information to PMW and EntertainmentXpress immediately upon the occurrence of any change therein occurring prior to EntertainmentXpress’s issuance of the Common Stock. Within five (5) days after receipt of a request from EntertainmentXpress, Seller will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which EntertainmentXpress is subject.

Section 5.13 No General Solicitation. Seller is unaware of, and in deciding to participate in the transactions contemplated hereby is in no way relying upon, and did not become aware of the transactions contemplated hereby through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media, or broadcast over television or radio or the internet, in connection with the transactions contemplated hereby.

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Section 5.14 Legends. Seller understands that the certificates representing the Common Stock shall have endorsed thereon the following legend, and stop transfer instructions reflecting that these restrictions on transfer will be placed with the transfer agent of the Common Stock:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT, (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933.”

Section 5.15 Placement and Finder’s Fees. No agent, broker, investment banker, finder, financial advisor or other person acting on behalf of Seller or under its authority is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, in connection with the transactions contemplated hereby, and no person is entitled to any fee or commission or like payment in respect thereof based in any way on any agreements, arrangements or understanding made by or on behalf of Seller.

Section 5.16 Disclosure. No representation or warranty of the Seller in this Agreement or any statement or document delivered in connection herewith or therewith, contained or will contain any untrue statement of a material fact or fail to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

ARTICLE VI

CERTAIN COVENANTS

Section 6.1 Conduct of Business by PMW. Except (i) as expressly permitted or required by this Agreement, or (ii) with the consent of EntertainmentXpress, during the period commencing with the date of this Agreement and continuing until the Closing Date, PMW shall not conduct any trade or business other than as presently conducted, shall preserve intact its business organizations and maintain the registration of PMW and the Common Stock under the Exchange Act.

Section 6.2 Access to Information. At all times prior to the Closing or the earlier termination of this Agreement in accordance with the provisions of Article IX, and in each case subject to Section 6.3 below, each party hereto shall provide to the other party (and the other party’s authorized representatives) reasonable access during normal business hours and upon reasonable prior notice to the premises, properties, books, records, assets, liabilities, operations, contracts, personnel, financial information and other data and information of or relating to such party (including without limitation all written proprietary and trade secret information and documents, and other written information and documents relating to intellectual

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property rights and matters), and will cooperate with the other party in conducting its due diligence investigation of such party, provided that the party granted such access shall not interfere unreasonably with the operation of the business conducted by the party granting access, and provided that no such access need be granted to privileged information or any agreements or documents subject to confidentiality agreements.

Section 6.3 Confidentiality. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Exchange in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, stockholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that (i) is learned by the disclosing party from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party, provided that the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Section 6.4 No Shop. Until the earlier of the Closing Date and the date of termination of this Agreement pursuant to Article IX, neither PMW, nor EntertainmentXpress, nor the Sellers, nor any of their respective representatives shall, directly or indirectly, take any of the following actions with any third party: (i) solicit, initiate, encourage, entertain or agree to any proposals or offers from any Person relating to (A) any merger, share exchange, business combination, reorganization, consolidation or similar transaction involving PMW or EntertainmentXpress, (B) the acquisition of beneficial ownership of any equity interest in PMW or EntertainmentXpress, whether by issuance or by purchase (through a tender offer, exchange offer, negotiated purchase or otherwise) from the Sellers or otherwise, (C) the license or transfer of all or a material portion of the assets of PMW or Entertainment Xpress or (D) any transaction that may be inconsistent with or that may have an adverse effect upon the transactions contemplated by this Agreement (any of the transactions described in clauses (A) through (D), a “Third-Party Acquisition”); or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to PMW or EntertainmentXpress in connection with, or take any other action to solicit, consider, entertain, facilitate or encourage any Inquiries or the making of any proposal that constitutes, or may reasonably be expected to

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lead to, any Third-Party Acquisition. The Parties acknowledge and agreed that money damages would not be a sufficient remedy for any breach of this Section and that any aggrieved party shall therefore be entitled to seek equitable relief, including an injunction or specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies but shall be in addition to all other remedies available at law or equity.

Section 6.5 Further Assurances. Each of the parties hereto agrees to use commercially reasonable efforts before and after the Closing Date to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other party hereto in doing, all things necessary, proper or advisable under applicable laws to consummate and make effective, in the most expeditious manner practicable, the Exchange, including, but not limited to: (i) satisfying the conditions precedent to the obligations of any of the parties hereto; (ii) obtaining all waivers, consents and approvals from other parties necessary for the consummation of the Exchange, (iii) making all filings with, and obtain all consents, approvals and authorizations that are required to be obtained from, Governmental Authorities, (iv) defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (v) executing and delivering such instruments, and taking such other actions, as the other party hereto may reasonably require in order to carry out the intent of this Agreement.

Section 6.6 Public Announcements. PMW, the Sellers and EntertainmentXpress shall consult with each other before issuing any press release or otherwise making any public statements with respect to the Exchange or this Agreement, and shall not issue any other press release or make any other public statement without prior consent of the other parties, except as may be required by law or, with respect to PMW, by obligations pursuant to rule or regulation of the Exchange Act, the Securities Act, any rule or regulation promulgated thereunder or any rule or regulation of FINRA.

Section 6.7 Notification of Certain Matters. Each party hereto shall promptly notify the other party in writing of any events, facts or occurrences that would result in any breach of any representation or warranty or breach of any covenant by such party contained in this Agreement.

Section 6.8 Financial Statements. Prior to the Closing, EntertainmentXpress shall deliver to PMW (i) the EntertainmentXpress Financial Statements prepared in compliance with GAAP, consistently applied, and in accordance with all applicable SEC rules and regulations, including Regulation S-X promulgated under the Securities Act, and (ii) the consent of its independent auditors to the inclusion of their audit report and the EntertainmentXpress Financial Statements in a Current Report on Form 8-K relating to the Exchange. EntertainmentXpress shall use its best efforts to have its independent auditor consent to PMW’s use of and reliance on the EntertainmentXpress Financial Statements as may be required in connection with any further filings made by PMW under the United States federal securities laws.

Section 6.9 Tax-Free Exchange Status. The parties hereto shall take (or refrain from taking) any and all actions necessary to ensure that, for United States federal income tax purposes: (i) the Exchange shall qualify as a reorganization within the meaning of Sections 368(a)(1)(B) of the Code, and (ii) that the tax consequences to the stockholders of both companies are minimized.

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Section 6.10 Waiver of Claims. Each Seller for himself and his heirs, executors, administrators, attorneys and assigns, hereby releases and acknowledges full accord, satisfaction, discharge and settlement of, and further irrevocably and unconditionally forever releases, remises, and acquits EntertainmentXpress and any of its present or former officers, directors, stockholders, employees, agents, affiliates, parents, subsidiaries, predecessors, successors, attorneys and assigns (the “EntertainmentXpress Released Parties”) of and from any and all manner of actions, causes of action, arbitrations, controversies, expenses, damages, liabilities, demands, claims, counterclaims, cross-claims, obligations, losses, costs, promises, covenants, agreements, and suits of any kind or nature, whether known or unknown, whether contingent or fixed, whether developed or undeveloped, in law or equity, in tort or in contract from the beginning of time through the date of the full execution of this Agreement and the attachments and schedules hereto, which he may have or claim to have against EntertainmentXpress Released Parties, except for accrued wages for current employees. Each Seller expressly acknowledges that such claims released and discharged by this Section include, but are not limited to, any and all claims against EntertainmentXpress Released Parties for remuneration, compensation or benefits (including but not limited to fees, salary, expense reimbursements, commissions, stock, options or warrants for stock, success fees, insurance or other benefits, or any other form of remuneration, compensation or benefits of any kind) and any and all other claims of any kind and nature arising prior to execution of this Agreement and the attachments and schedules hereto, which relate in any way to EntertainmentXpress. This release shall extend to all claims, known and unknown. Each Seller is aware of, and specifically waives the provisions of Section 1542 of the Civil Code of the State of California, which states as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor”

ARTICLE VII

CONDITIONS TO CONSUMMATION OF THE EXCHANGE

Section 7.1 Conditions to Obligations of EntertainmentXpress. The obligations of EntertainmentXpress and Sellers to consummate the Exchange shall be subject to the fulfillment, or written waiver by EntertainmentXpress, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of PMW set out in this Agreement shall be true and correct in all material respects at and as of the time of the Closing as though such representations and warranties were made at and as of such time;

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(b) PMW shall have performed and complied in all material respects with all covenants, conditions, obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date;

(c) All consents, approvals, permits, authorizations and orders required to be obtained from, and all registrations, filings and notices required to be made with or given to, any Regulatory Authority or Person as provided herein shall have been obtained;

(d) PMW shall have amended its outstanding long term debt such that (i) the maturity date and all payments shall be deferred until June 30, 2013, (ii) the debt shall be convertible into Common Stock at the option of the holder at any time at a price of $4.00 per share, and (iii) all principal and accrued interest shall automatically convert to Common Stock in the event that the 10 day trailing VWAP for the Common Stock as quoted on PMW’s principal trading market shall exceed $4.00 per share while the debt is still outstanding; and

(e) There has been no Material Adverse Effect on the business, condition or prospects of PMW until the Closing Date.

Section 7.2 Conditions to Obligations of PMW. The obligations of PMW to consummate the Exchange shall be subject to the fulfillment, or written waiver by PMW, at or prior to the Closing of each of the following conditions:

(a) The representations and warranties of EntertainmentXpress set out in this Agreement shall be true and correct in all material respects at and as of the time of the Closing as though such representations and warranties were made at and as of such time;

(b) EntertainmentXpress shall have performed and complied in all material respects with all covenants, conditions, obligations and agreements required by this Agreement to be performed or complied with by EntertainmentXpress on or prior to the Closing Date;

(c) All consents, approvals, permits, authorizations and orders required to be obtained from, and all registrations, filings and notices required to be made with or given to, any Regulatory Authority or Person as provided herein shall have been obtained; and

(d) There has been no Material Adverse Effect on the business, condition or prospects of EntertainmentXpress until the Closing Date.

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ARTICLE VIII

INDEMNIFICATION

Section 8.1 Indemnification between the Parties.

(a) Notwithstanding any other indemnification provision hereunder, PMW (in this context, the “Indemnifying Party”) shall indemnify and hold harmless EntertainmentXpress and its officers, directors and each of the Sellers (in this context an “Indemnified Party”), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ fees and related disbursements (collectively, “Claims”) suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by PMW at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by PMW, (iii) any misrepresentation made by PMW, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by PMW pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, and SEC Document, and (v) the operations and liabilities of PMW and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Date, including but not limited to any taxes levied with respect to same.

(b) Notwithstanding any other indemnification provision hereunder, EntertainmentXpress (in this context, the “Indemnifying Party”) shall indemnify and hold harmless PMW and its officers and directors (in this context an “Indemnified Party”), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by EntertainmentXpress at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by EntertainmentXpress, and (iii) any misrepresentation made by EntertainmentXpress, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by EntertainmentXpress pursuant hereto or in connection with the Exchange.

(c) Notwithstanding any other indemnification provision hereunder, Sellers, individually and not severally or jointly (in this context, the “Indemnifying Party”), shall indemnify and hold harmless EntertainmentXpress and PMW (in this context an “Indemnified Party”), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by such Seller under this Agreement at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date and (ii) any breach or nonfulfillment of any covenants or agreements made by the Seller.

Section 8.2 Indemnification Procedures for Third Party Claims.

(a) Upon obtaining knowledge of any Claim by a third party which has given rise to, or is expected to give rise to, a claim for indemnification hereunder, the Indemnified Party shall give written notice (“Notice of Claim”) of such claim or demand to the Indemnifying Party, specifying in reasonable detail such information as the Indemnified Party may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand,

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invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnifying Party to indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have actually adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any Claims for which the Indemnified Party entitled to indemnification hereunder.

(b) If the claim or demand set forth in the Notice of Claim given by an Indemnified Party pursuant to Section 8.1 hereof is a claim or demand asserted by a third party, the Indemnifying Party shall have fifteen (15) days after the date on which Notice of Claim is given to notify Indemnified Party in writing of their election to defend such third party claim or demand on behalf of the Indemnified Party. If the Indemnifying Party elects to defend such third party claim or demand, Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials that are reasonably required in the defense of such third party claim or demand and shall otherwise cooperate with, and assist the Indemnifying Party in the defense of, such third party claim or demand, and so long as the Indemnifying Party is defending such third party claim in good faith, the Indemnified Party shall not pay, settle or compromise such third party claim or demand. If the Indemnifying Party elects to defend such third party claim or demand, the Indemnified Party shall have the right to participate in the defense of such third party claim or demand, at such Indemnified Party’s own expense. In the event, however, that such Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party could reasonably be expected to present counsel with a conflict of interest, then the Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party will pay the fees and expenses of such counsel. If the Indemnifying Party does not elect to defend such third party claim or demand or do not defend such third party claim or demand in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such third party claim or demand; provided, however, that (i) such Indemnified Party shall not have any obligation to participate in the defense of, or defend, any such third party claim or demand; (ii) such Indemnified Party’s defense of or its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Article VII; and (iii) such Indemnified Party may not settle any claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

(c) The Indemnifying Party and the other Indemnified Parties, if any, shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article VIII, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information.

Section 8.3 Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Indemnifying Party shall

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not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that Indemnifying Party has been actually prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party disputes such claim, such claim specified by the Indemnifying Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article VIII and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Party disputes its liability with respect to such claim in a timely manner, EntertainmentXpress and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved pursuant to Section 10.10.

Section 8.4 Limitations on Indemnification. No claim for indemnification under this Article VIII shall be asserted by, and no liability for such indemnify shall be enforced against, the Indemnifying Party to the extent the Indemnified Party has theretofore received indemnification or otherwise been compensated for such Claim. In the event that an Indemnified Party shall later collect any such amounts recovered under insurance policies with respect to any Claim for which it has previously received payments under this Article VIII from the Indemnifying Party, such Indemnified Party shall promptly repay to the Indemnifying Party such amount recovered.

ARTICLE IX

TERMINATION

Section 9.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual consent of PMW and EntertainmentXpress;

(b) by EntertainmentXpress, if the Closing shall not have occurred on or before June 1, 2010 or if any of the conditions to the Closing set forth in Section 7.1 shall have become incapable of fulfillment by June 1, 2010 and shall not have been waived in writing by EntertainmentXpress; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to EntertainmentXpress if its action or failure to act has been a principal cause of or resulted in the failure of the Exchange to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;

(c) by PMW, if the Closing shall not have occurred on or before June 1, 2010 or if any of the conditions to the Closing set forth in Section 7.2 shall have become incapable of fulfillment by June 1, 2010 and shall not have been waived in writing by PMW; provided, however, that the right to terminate this Agreement under this Section 9.1(c) shall not be available to PMW if its action or failure to act has been a principal cause of or resulted in the failure of the Exchange to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;

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(d) by PMW or EntertainmentXpress if any Governmental or judicial Authority shall have issued an injunction, order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting any material portion of the Exchange and such injunction, order, decree, ruling or other action shall have become final and nonappealable;

Section 9.2 Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 9.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Exchange shall be abandoned without any further action by the parties hereto. If this Agreement is terminated as provided herein:

(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Exchange, whether obtained before or after the execution hereof; and

(b) each party agrees that all Confidential Information received by PMW or EntertainmentXpress with respect to the other party, this Agreement or the Exchange shall be kept confidential notwithstanding the termination of this Agreement.

ARTICLE X

MISCELLANEOUS

Section 10.1 Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement between the parties and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

Section 10.2 Amendment and Modifications. This Agreement may not be amended, modified or supplemented except by an instrument or instruments in writing signed by the party against whom enforcement of any such amendment, modification or supplement is sought.

Section 10.3 Extensions and Waivers. At any time prior to the Closing, the parties hereto entitled to the benefits of a term or provision may (a) extend the time for the performance of any of the obligations or other acts of the parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered pursuant hereto, or (c) waive compliance with any obligation, covenant, agreement or condition contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument or instruments in writing signed by the party against whom enforcement of any such extension or waiver is sought. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement.

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Section 10.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that no party hereto may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other party hereto. Except as provided in Article VIII, nothing in this Agreement is intended to confer upon any person not a party hereto (and their successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 10.5 Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate two (2) years from the Closing. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms.

Section 10.6 Headings; Definitions. The Section and Article headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections or Articles contained herein mean Sections or Articles of this Agreement unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms.

Section 10.7 Specific Performance. The parties hereto agree that in the event that any party fails to consummate the Exchange in accordance with the terms of this Agreement, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine. It is accordingly agreed that the parties shall be entitled to specific performance in such event, without the necessity of proving the inadequacy of money damages as a remedy, in addition to any other remedy at law or in equity.

Section 10.8 Notices. All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax, email or other electronic transmission service to the appropriate address or number as set forth below (or any other address duly notified by a party hereto pursuant to the provisions of this Section 10.8).

If to PMW:	with a copy to:
Public Media Works, Inc.	Steven J. Davis, Esq.
1042 N. El Camino Real, Ste B-261	1042 N. El Camino Real, Ste B-261
Encinitas, CA 92024-1322	Encinitas, CA 92024-1322
Attn: Steve Davis, Secretary
Phone: (619) 788-2383	Phone: (619) 788-2383
Fax: (858) 367-8138	Fax: (858) 367-8138
	Email: steve@sjdavislaw.com
If to EntertainmentXpress or a Seller:	with a copy to:
EntertainmentXpress, Inc.	Sheppard, Mullin, Richter & Hampton LLP
700 Larkspur Landing Circle	12275 El Camino Real, Suite 200
Larkspur, CA 94939	San Diego, CA 92130
Attn: Garrett Cecchini	Attn: James A. Mercer III, Esq.
Phone: (415) 793-8380	Phone: (858) 720-7469
Fax:	Fax: (858) 523-6705
Email: glc_biz@yahoo.com	Email: jamercer@sheppardmullin.com

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Section 10.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Section 10.10 Consent to Jurisdiction. Any action, suit or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Letter Agreement shall be commenced only in a state or federal court of competent jurisdiction the State of California, County of San Diego, and the parties hereto each consents to the jurisdiction of such a court.

Section 10.11 Counterparts. This Agreement may be executed in two or more counterparts and may be delivered by facsimile or electronic/PDF transmission, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

Section 10.12 Certain Definitions. As used herein:

(a) “Affiliate” shall have the meanings ascribed to such term in Rule 12b 2 of the Exchange Act;

(b) “Business Day” shall mean any day other than a Saturday, Sunday or a day on which federally chartered financial institutions are not open for business in the City of San Diego, California;

(c) “Confidential Information” shall mean the existence and contents of this Agreement and the Schedules and Exhibits hereto, and all proprietary technical, economic, environmental, operational, financial and/or business information or material of one party which, prior to or following the Closing Date, has been disclosed by EntertainmentXpress, on the one hand, or PMW, on the other hand, in written, oral (including by recording), electronic, or visual form to, or otherwise has come into the possession of, the other;

(d) “Contract” shall mean any oral, written or implied contracts, agreements, licenses, instruments, indentures leases, powers of attorney, guaranties, surety arrangements or other commitments of any kind;

(e) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

(f) “GAAP” shall mean generally accepted accounting principles in the United States as in effect on the date or for the period with respect to which such principles are applied;

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(g) “Governmental Authority” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof;

(h) “Knowledge” shall mean (i) with respect to an individual, knowledge of a particular fact or other matter, if such individual is aware of such fact or other matter, and (ii) with respect to a Person that is not an individual, knowledge of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, officer, partner, executor, or trustee of such Person (or in any similar capacity) has, or at any time had, knowledge of such fact or other matter;

(i) “Lien” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or proxy, pre-emptive rights, first refusal rights, participation rights, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future;

(j) “Material Adverse Effect” shall mean any adverse effect on the business, condition (financial or otherwise) or results of operation of the applicable entity;

(k) “Material Contract” shall mean any Contract, other than equipment and furniture leases entered into in the ordinary course of business, where the liabilities or commitments associated therewith exceed $10,000 individually or $50,000 in the aggregate;

(l) “Person” shall mean any individual, corporation, partnership, association, trust or other entity or organization, including a governmental or political subdivision or any agency or institution thereof;

(m) “SEC” shall mean the Securities and Exchange Commission;

(n) “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; and

(o) “Taxes” shall mean all taxes (whether U.S. federal, state, local or other non-U.S.) based upon or measured by income and any other tax whatsoever, including, without limitation, gross receipts, profits, sales, levies, imposts, deductions, charges, rates, duties, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll and social security, employment, excise, stamp duty or property taxes, together with any interest, penalties, charges or fees imposed with respect thereto.

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IN WITNESS WHEREOF, each of the parties have caused this Agreement to be signed by their respective officers hereunto duly authorized, all as of the date first written above.

PUBLIC MEDIA WORKS, INC.		ENTERTAINMENTXPRESS, INC.
By:	/s/ Joseph Merhi	By:	/s/ Garrett Cecchini
	Joseph Merhi		Garrett Cecchini
	CEO		CEO

[Signature Page to Amended and Restated Exchange Agreement]

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Counterpart Signature Page to

Amended and Restated Exchange Agreement between

Public Media Works, Inc.

and

EntertainmentXpress, Inc.

(Each Seller must also complete Schedule III)

(Print Name of Seller)

By:

Name:

Title:

Address

(City, State and Zip Code/Postal Code)

Country

For US persons: taxpayer id number

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EX-10.10

Exhibit 10.10

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”), effective as of March 12, 2010 is entered into by and between, Public Media Works Corp. (herein referred to as the “Company”) and Capital Group Communications, Inc., a California corporation with principal address at 80 Liberty Ship Way Suite 7, Sausalito CA 94965 (herein referred to as the “Consultant”). As used in this Agreement, the term, “Parties,” shall refer to the Company and Consultant jointly.

WHEREAS:

A. The Company seeks to engage the services of Consultant to assist the Company in its efforts to gain greater recognition and awareness among relevant investors in the public capital markets.

B. The Company is familiar with Consultant and Consultant’s skills and expertise.

C. The Parties acknowledge and agree that Consultant has completed a preliminary review and evaluation of the Company and the challenges facing the Company in the investor relations marketplace and the Company and Consultant have had discussions regarding these and other matters relating to the Company’s investor relations objectives.

D. Consultant is willing to assist the Company to better develop investor recognition and awareness in the public capital markets.

E. Subject to the terms and conditions of this Agreement, the Company hereby engages the services of Consultant to represent the Company in investors’ communications and public relations with existing shareholders, brokers, dealers and other investment professionals and to consult with management concerning such Company activities.

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NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

1.00 Commencement and Term of Consulting Services from Consultant.

The Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and Consultant hereby agrees to provide certain consulting services to the Company as described in Section 2.00 of this Agreement for a period of Twelve (12) months from the date at which a copy of this Agreement is executed and delivered to Consultant with the Fees (defined in Section 4.00 of this Agreement) (the “Term”).

2.00 Duties of Consultant.

Including amendment A of this Agreement, Consultant agrees that it shall provide the following specified consulting services on a best efforts basis:

2.01 Present the company to Consultant’s online network of Brokers, Analyst and Institutions.

2.02 Assist the Company in further reviewing the preliminary evaluation and assessment prepared by Consultant in evaluating and assessing the challenges facing the Company in communicating with the investor marketplace.

2.03 Consult and assist the Company, as appropriate, in: (1) developing and implementing plans and means for presenting the Company and its business plans, strategy and personnel to the financial community (using Consultant’s database of licensed brokers, analyst, institutions and fund managers); and (2) establishing an image for the Company in the financial community through an extensive grass roots marketing program.

2.04 With the cooperation of the Company and during the Term, maintain target investor awareness of the Company’s plans, strategy and personnel, as they may evolve during the Term, and consult and assist the Company in communicating appropriate information regarding such plans, strategy and personnel to Consultant’s designated subscribers.

2.05 Provide assistance to the Company with respect to its shareholder relations.

2.06 At the Company’s request and subject to the Company’s securing its own rights to the use of its names, marks, and logos, Consultant shall assist the Company in the use of its corporate symbols, logos, and names to enhance the presentation of said symbols, logos and names, and other matters relating to the Company’s corporate image.

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2.07 Upon the Company’s direction and approval, Consultant shall disseminate information regarding the Company to Consultant’s online newsgroups and its members and provide re-direction from yahoo.com finance, investment community professionals and the general investing public.

2.08 At the Company’s request, review business plans, strategies, mission statements budgets, proposed transactions and other plans for the purpose of advising the Company of the public relations implications thereof.

3.00 Allocation of Time and Energies.

The Consultant hereby agrees to use its best efforts to perform and discharge faithfully the responsibilities which may be assigned to the Consultant from time to time by the officers and duly authorized representatives of the Company in connection with the conduct of the Company’s financial, public relations and communications activities, subject to compliance with applicable state and federal securities laws and regulations.

3.01 The Parties acknowledge and agree that the services provided by Consultant and staff shall diligently and thoroughly provide the consulting services required hereunder. The services to be provided by Consultant shall not be measured by the number of hours devoted by Consultant’s staff on a per day basis and Consultant and the Company agree that Consultant shall perform the duties set forth in Section 2.00 of this Agreement in a diligent and professional manner. The Parties acknowledge and agree that a disproportionately large amount of the effort to be expended and the costs to be incurred by the Consultant and the benefits to be received by the Company are expected to occur within or shortly after the first two (2) months from the commencement of the Term of this Agreement. It is expressly understood that Consultant’s performance of its duties hereunder will in no way be measured by the price of the Company’s common stock, nor the trading volume of the Company’s common stock.

3.02 The Parties acknowledge and agree that the services to be performed under this Agreement are to be performed by Consultant and not by any individual staff member of Consultant. At all times hereunder, the death, disability, or incapacity of any member of Consultant’s staff shall not be deemed a breach of this Agreement.

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4.00 Compensation to Consultant for Consulting Services.

In consideration for the consulting services rendered to the Company as described in Section 2.00 of this Agreement, together with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees to pay Consultant the following consulting fees (the “Fees”):

4.01 Payment of Commencement Fee to Consultant by the Company. In consideration for Consultant’s undertaking a preliminary evaluation of the Company and Consultant’s preliminary assessment of the challenges and difficulties facing the Company, the Company shall pay and deliver to Consultant (at Consultant’s address stated on the first page of this Agreement) the fees highlighted under Fee Structure on page 17 of this document.

4.01.01 Issue and deliver to Consultant, at Consultant’s address stated on this Agreement, one (1) or more stock certificates (the “Certificates”) equivalent to fee, highlighted under the Fee Structure. Each Certificate shall bear a restricted securities legend in accordance with the Securities Act of 1933. These Fees shall be for all purposes non-refundable in every respect. In the event that the Company later elects to terminate this Agreement at any time following the commencement of the Term, the Fee shall not be refunded and no amount or portion of either shall be due or returned to the Company. In addition, the Company’s Corporate Secretary shall execute and deliver the Certificate of Corporate Secretary (attached hereto as Exhibit B) with a manually executed copy of this Agreement.

4.01.02 Deliver a true and accurate photocopy of the Board of Directors’ resolution duly adopted by the Company’s Board of Directors authorizing the issuance of the Shares in accordance with this Agreement.

4.01.03 Deliver a true and accurate photocopy of the Board of Directors’ resolution(s) duly adopted by the Company’s Board of Directors authorizing and approving this Agreement.

4.01.04 Deliver the Certificate(s) with a true photocopy of the Legal Opinion to Consultant (or any person designated by Consultant) at Consultant’s address first shown on the first page of this Agreement via overnight express mail, postage prepaid, or via similar prepaid overnight express delivery at no cost to Consultant.

4.01.05 If requested at the time that the Fee is or will be paid, Consultant agrees to execute an investment questionnaire and an investment agreement as is customary for the issuance of the Shares in transactions similar to the transactions contemplated by this Agreement and the said investment agreement shall not be held or interpreted so as to contradict or contravene this Agreement or the obligations recited herein in any way.

4.02 The Parties hereto acknowledge and agree that Consultant has foregone significant alternative opportunities in entering into this Agreement and assuming the obligations set forth in Section 2.00 of this Agreement. The Company further acknowledges and agrees that it derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant.

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4.03 The shares of the Common Stock issued as a Fee shall constitute payment for Consultant’s agreement to consult to the Company and are a non-refundable, non-apportionable, and non-ratable retainer and the Fee are not and shall not be construed as a prepayment for future services. In the event that the Company terminates this Agreement prior to the completion of the Term of this Agreement, for any reason whatsoever, it is agreed and understood that the Fee shall not be refundable or returned to the Company.

5.00 Representations of Each of the Parties.

5.01 Representations of Consultant. Consultant acknowledges that the shares of Common Stock to be issued to Consultant as the Stock Fee pursuant to this Agreement have not been registered under the Securities Act of 1933 (the “1933 Act”), and accordingly are “restricted securities” within the meaning of Rule 144 of the 1933 Act. As such, the Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such resale or transfer is exempt from the registration requirements of the 1933 Act. Further, Consultant agrees that in connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of its/his knowledge, as follows: (1) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant has requested; (2) Consultant has had experience in investments in restricted and publicly traded securities; and (3) Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and of the investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. In addition, Consultant is acquiring the Shares for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

5.02 Representations of the Company RE: General. The Company represents that: (1) it has the requisite authority and power to enter into this Agreement; (2) this Agreement and the obligations recited hereunder have been approved by the Company’s Board of Directors; (3) the shares of the Company’s Common Stock issued to Consultant are free from the claims and interests of any third party; and (4) the Stock Fee and the Initial Cash Compensation Fee are non-refundable and any termination or attempted cancellation of this Agreement shall not give the Company or any other person the right to receive the refund or return of either or both of said fees.

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5.03 Representations of the Company RE: Valuation of the Shares. The Company represents that: (1) the shares issued to Consultant in payment of the Stock Fee are restricted securities; (2) the Stock Fee has been and for all purposes will be valued at no more than the amount set forth in Exhibit B attached to and incorporated by reference herein; (3) the value accorded the shares issued to Consultant in payment of the Stock Fee is not inconsistent with any values accorded shares of the Company’s Common Stock issued in similar amounts within a reasonable time period prior to or contemporaneous with the payment of the Stock Fee to Consultant; and (4) the value accorded the Stock Fee takes into account the lack of liquidity of the Stock Fee and the lack of marketability of the block of stock represented by the Stock Fee.

6.00 Additional Representations of the Company.

In addition, the Company represents that Company, and not Consultant, is responsible to perform any and all due diligence on such lender, equity purchaser or acquisition candidate introduced to it by Consultant under this Agreement, prior to Company receiving funds or closing on any acquisition. However, Consultant shall undertake its best efforts to avoid the introduction of any third party which is known to Consultant to have had a prior reputation or history of questionable, unethical, or illicit activities.

7.00 Assignment of Agreement & Assignment of Rights and Obligations.

Consultant’s services under this contract are offered to Company only and may not be assigned by the Company to any other person or entity with which Company merges or which acquires the Company or substantially all of its assets. In the event of said merger or acquisition, all compensation to Consultant herein under the schedules set forth herein shall remain due and payable, and any compensation received by the Consultant may be retained in the entirety by Consultant, all without any reduction or pro-rating and shall be considered and remain fully paid and non-assessable. Company shall assure that in the event of any merger, acquisition, or similar change of form of entity that its successor entity shall agree to complete all obligations to Consultant, including the provision and transfer of all compensation herein, and the preservation of the value thereof consistent with the rights granted to Consultant by the Company herein, and to Shareholders.

8.00 Obligation for Expenses.

Consultant agrees to pay for all its expenses (phone, mailing, labor, etc.), other than extraordinary items (travel required by/or specifically requested by the Company, luncheons or dinners to large groups of investment professionals, mass faxing to a sizable percentage of the Company’s constituents, investor conference calls, print advertisements in publications, etc.) approved by the Company prior to its incurring an obligation for reimbursement.

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9.00 Indemnification of Consultant and Consultant’s Employees and Agents by the Company.

The Company hereby agrees to indemnify and hold Consultant and Consultant’s employees and agents (the “Indemnified Parties”) harmless against (i) any and all liabilities, obligations, losses, damages, claims, actions, asserted against any one or more of the Indemnified Parties, based upon, resulting from or arising out of any misstatement or omission of material fact contained in one or more of the statements, representations, press releases, announcements, reports, or filings made or prepared by the Company or its agents and (ii) any cost or expense (including reasonable attorneys’ fees and court costs) incurred by the Indemnified Parties or any of them in connection with the foregoing (including, without limitation, any cost or expense incurred by the Indemnified Parties in enforcing their rights pursuant to this Section 9.00). No demand or claim for indemnification under this Section 9.00 may be made after 11:59 p.m., California time, on the date six (6) years following the last date at which services were rendered to the Company under this Agreement or any extension thereof.

9.01 Obligation for Compliance with Securities Laws. The Parties agree that the Company shall assume and remain at all times responsible for all information, statements, and documents released or provided to Consultant and for compliance with Regulation FD or any other provisions of the Securities Exchange Act of 1934 (the “1934 Act Obligations”).

10.00 Agree To Opinion Shares:

Company agrees to immediately cause an opinion on shares within 7 business days of request.

11.00 Further Assurance.

Each of the parties shall hereafter execute all documents and do all acts reasonably necessary to effect the provisions of this Agreement.

12.00 Successors.

The provisions of this Agreement shall be deemed to obligate, extend to and inure to the benefit of the successors, assigns, transferees, grantees, and indemnitees of each of the Parties to this Agreement.

13.00 Independent Counsel.

Each of the Parties to this Agreement acknowledges and agrees that it has been represented by independent counsel of its own choice throughout all negotiations which preceded the execution of this Agreement and the transactions referred to in this Agreement, and each has executed this Agreement with the consent and upon the advice of said independent counsel. Each party represents that he or it fully understands the provisions of this Agreement, has consulted with counsel concerning its terms and executes this Agreement of his or its own free choice without reference to any representations, promises or expectations not set forth herein.

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14.00 Integration.

This Agreement, after full execution, acknowledgment and delivery, memorializes and constitutes the entire agreement and understanding between the parties and supersedes and replaces all prior negotiations and agreements of the parties, whether written or unwritten. Each of the Parties to this Agreement acknowledges that no other party, nor any agent or attorney of any other party has made any promises, representations, or warranty whatsoever, express or implied, which is not expressly contained in this Agreement; and each party further acknowledges that he or it has not executed this Agreement in reliance upon any belief as to any fact not expressly recited hereinabove.

15.00 Attorneys Fees.

In the event of a dispute between the parties concerning the enforcement or interpretation of this Agreement, the prevailing party in such dispute, whether by legal proceedings or otherwise, shall be reimbursed immediately for the reasonably incurred attorneys’ fees and other costs and expenses by the other Parties to the dispute.

16.00 Interpretation & Right to Specific Performance.

Wherever the context so requires: the singular number shall include the plural; the plural shall include the singular; and the masculine gender shall include the feminine and neuter genders. In the event that either party to this Agreement commits a breach of its obligations under this Agreement, the other party shall be entitled to specific performance in addition to any other remedies to which they may be entitled.

17.00 Captions & Exhibits.

The captions by which the sections and subsections of this Agreement are identified are for convenience only, and shall have no effect whatsoever upon its interpretation. Exhibits A and B are attached hereto and incorporated by reference herein.

18.00 Severance.

If any provision of this Agreement is held to be illegal or invalid by a court of competent jurisdiction, such provision shall be deemed to be severed and deleted; and neither such provision, nor its severance and deletion, shall affect the validity of the remaining provisions.

19.00 Counterparts.

This Agreement may be executed in any number of counterparts.

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20.00 Expenses Associated With This Agreement.

Each of the parties hereto agrees to bear its own costs, attorneys fees and related expenses associated with this Agreement.

21.00 Arbitration.

Any dispute or claim arising to or in any way related to this Agreement shall be settled by arbitration in Sausalito, California. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association (“AAA”). AAA shall designate an arbitrator from an approved list of arbitrators following both parties’ review and deletion of those arbitrators on the approved list having a conflict of interest with either party. Each party shall pay its own expenses associated with such arbitration (except as set forth in Section 11.05 Above). A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. The decision of the arbitrators shall be rendered within 60 days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration. The decision of the arbitrator shall be binding upon the parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof.

22.00 Power to Bind.

A responsible officer of the Company has read and understands the contents of this Agreement and is empowered and duly authorized on behalf of the Company to execute it.

23.00 Confidentiality.

The parties hereto agree that the terms of this Agreement and all documents constituting parts of this transaction shall be kept strictly confidential except to the extent necessary to protect the rights of the parties hereto or to satisfy the Company’s obligations under the Securities Exchange Act of 1934 and the rules adopted by the Securities and Exchange Commission hereunder.

Terms

Capital Group Communications shall provide investors relations and strategic consultative services. The duration of the contract and services will be for a (12) twelve months.

Compensation

Compensation shall be 600,000 restricted shares for 12 months (1 year) service. Initial payment will be due up front, upon execution of this agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as the date of March 12, 2010

Public Media Works Corp.		Capital Group Communications:
By:	/s/ Steven J. Davis	By:	/s/ Devin Bosch
Name (print):	Steven J. Davis		Devin Bosch
Title:	Corporate Secretary		CEO
Address:		Capital Group Communications, Inc
		80 Liberty Ship Way, Suite 7 Sausalito, CA 94965

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ADDENDUM TO

INVESTOR RELATIONS CONSULTING AGREEMENT

WHEREAS, Public Media Works, Inc. (the “Company”) and Capital Group Communications (“Consultant”) have entered into an Investor Relations Consulting Agreement as of March 12, 2010 (the “Agreement”);

NOW, THEREFORE, the parties agree that notwithstanding anything else in the Agreement to the contrary, the Company may terminate the Agreement upon written notice to the Consultant at any time on or before March 31, 2010, in which event the Company shall have no obligation to issue to the Consultant any shares of Company common stock under the Agreement.

IN WITNESS WHEREOF, the parties have executed this Addendum effective as of March 12, 2010.

Public Media Works, Inc.		Capital Group Communications:
By:	/s/ Steven J. Davis	By:	/s/ Devin Bosch
	Steven J. Davis, Corporate Secretary		Devin Bosch
			CEO
		Capital Group Communications, Inc
		80 Liberty Ship Way, Suite 7 Sausalito, CA 94965

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EX-10.11

Exhibit 10.11

DEBT CONVERSION AGREEMENT

This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of January 12, 2010 by and between George Mainas (“Investor”) and Public Media Works, Inc., a Delaware corporation (the “Company”), with reference to the following facts:

WHEREAS, Investor has loaned certain funds to the Company as described in the Loan Agreement and Security Agreement dated August 14, 2009 (the “Loan Agreement”), as extended on December 31, 2009, of which the Company and Investor desire to convert $50,000 (the “Debt”) into shares of Common Stock.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor and the Company agree as follows:

1. Conversion to Common Stock. Effective as of January 12, 2010, $50,000 of the Debt shall be converted into shares of Common Stock at a price per share of $.10 for an aggregate number of shares of 500,000. Upon execution of this Agreement, the Company shall instruct its transfer agent to issue a total of 500,000 shares of Common Stock to the Investor, and the Investor shall acknowledge the repayment of $50,000 under the Loan Agreement.

2. Investor Representations. The Company is issuing the Common Stock to Investor in reliance upon the following representations made by Investor:

(a) Investor acknowledges and agrees that the shares of Common Stock are characterized as “restricted securities” under the Securities Act of 1933 (as amended and together with the rules and regulations promulgated thereunder, the “Securities Act”) and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Investor acknowledges and agrees that (i) the shares of Common Stock are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and the shares of Common Stock have not yet been registered under the Securities Act, and (ii) such shares of Common Stock may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction.

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(b) Investor acknowledges and agrees that (i) the registrar or transfer agent for the shares of Common Stock will not be required to accept for registration of transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with and (ii) any shares of Common Stock in the form of definitive physical certificates will bear a restrictive legend.

(c) Investor acknowledges and agrees that: (a) the shares of Common Stock have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of liquidity inherent in holding the shares of Common Stock; (f) Investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act; and (g) and (g) Investor either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of Investor’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Common Stock.

(d) Investor’s investment in the Company pursuant to this Common Stock is consistent, in both nature and amount, with Investor’s overall investment program and financial condition.

(e) Investor’s principal residence is in the State of California.

3. Miscellaneous.

(a) This Agreement shall be construed and enforced in accordance with the laws of the State of California.

(b) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.

(c) Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal

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counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.

(d) Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.

(e) This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute a single instrument.

This Agreement is entered into and effective as of the date first written above.

COMPANY:		INVESTOR:
Public Media Works, Inc.
By:	/s/ Joseph Merhi	George Mainas
	Joseph Merhi, CEO	George Mainas

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EX-10.12

Exhibit 10.12

CONSULTING AGREEMENT

THIS AGREEMENT made as of March 15, 2010 (the “Effective Date”),

BETWEEN:	SECURITIES COMPLIANCE INC., a Nevada corporation, having its offices located at 439 W. Plumb Lane, Reno NV 89509, (“SCI” ),
AND:	MARK SMITH, an individual, of 439 W. Plumb Lane, Reno, Nevada 89509, (“Smith”) jointly and severally referred to hereto as “Consultant”,
AND:	ENTERTAINMENTXPRESS, INC., a California corporation, having its offices located at 700 Larkspur Landing Circle, Suite 199 Larkspur, Ca 94939, (“EX” or the “Company”)

RECITALS:

A. WHEREAS, EX wishes to retain Smith to serve as its Chief Financial Officer, to assist EX in going public through a share exchange transaction and to manage its public company, corporate and financial business operations (the “Designated Services”); and

B. WHEREAS, Smith has certain know-how, expertise and a network of professional and investment banking contacts as may be required to achieve the Company’s objectives; and

C. WHEREAS, SCI is a personal services corporation wholly owned by Smith.

NOW, THEREFORE, in consideration of their respective promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EX, SCI and Smith hereby agree as follows:

Article I. ENGAGEMENT AND SERVICES

1.1 Scope of Engagement.

Subject to the terms and conditions herein contained, Smith will serve as Chief Financial Officer of EX or, subject to Section 1.04 hereto, in a position reporting directly to the Chief Executive Officer of EX, which services shall include, but are not limited to, the Designated Services. The parties specifically acknowledge and agree that formal changes of the Designated Services, as contained in this Agreement, will be at the sole discretion of the Board of Directors of EX, not to include the vote of Smith should he be a member of the Board of Directors of EX.

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1.2 Performance of Designated Services.

(a) The manner in which Designated Services are to be performed and the specific hours to be worked by Smith shall be determined by Smith, provided that Smith shall work as many hours as may be reasonably necessary to fulfill Smith’s obligations under this Agreement and Smith shall regularly consult with Company as regards fulfilling the Company’s objectives.

(b) Smith will familiarize himself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Company.

(c) The Company acknowledges that Consultant is in the business of providing financial and corporate consulting advice to others and that Consultant’s services shall not be exclusive to Company and without limitation, during the term of this Agreement, nothing herein contained shall be construed to limit or restrict Consultant in conducting such business with others, or in rendering such advice to others nor from engaging in any other activity whether for gain, profit or other pecuniary advantage.

1.3 Expenses.

In addition to the compensation described in Article II herein, the Company shall reimburse Smith for the actual and reasonable out-of-pocket expenses incurred by Smith in connection with the performance of Designated Services hereunder. Smith will be reimbursed for all traveling and other out-of-pocket expenses actually and properly incurred by Smith in connection with the duties hereunder, including but not limited to, travel, accommodations, meals and entertainment. Company specifically agrees to reimburse Smith for Smith’s cellular phone usage. For all such expenses, Smith will furnish to EX statements and vouchers.

1.4 Term of Service.

(a) The term of this Agreement will commence on the Effective Date and will terminate on its on accord on that date which is One (1) year from the Effective Date and this shall constitute the “Initial Term” of the Agreement. Subsequent to the Initial Term, the Agreement shall automatically renew for one or more One (1) year periods, each such renewal an “Extension”, unless either party has provided the other written notice prior to the end of the Initial Term or Extension then in effect that the Agreement shall not renew. The end date of the Initial Term and of each Extension shall be the “Termination Date”.

(b) Either the Company or Consultant may terminate this Agreement prior to a Termination Date (an “Early Termination”) with or without cause by the giving of a Thirty (30) day written notice, at the end of which period the Agreement shall terminate (the “Early Termination Date”). The Company may effect an Early Termination at any time for Cause (as that term is defined herein) immediately upon written notice.

(c) “Cause” shall mean: (i) conviction of Smith for any felony involving moral turpitude, dishonesty or fraud which materially harms the Company; or (ii) a knowing, intentional and material breach of any agreement between the Company and SCI including this Agreement (other than as result of an action of the Company). Cause shall not include any act or omission that Smith believed in good faith at the time was not illegal after

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reasonable inquiry; it shall be deemed reasonable and in good faith for Smith to rely on advice of the Company’s legal counsel with respect to legal issues, and the Company’s public accountants and auditors with respect to accounting, auditing and tax issues.

Article II. COMPENSATION

2.1 Base Compensation.

(a) The Company agrees to pay SCI an “Engagement Fee” of Five Thousand dollars ($5,000) per month through the earlier of the following events (each a “Trigger Event”) at which time the Engagement Fee shall be increased as set forth below:

(i) if subsequent to the Effective Date the Company or its successor-in-interest or assignee or consolidating entity has received a cumulative minimum of Seven Hundred Fifty Thousand dollars ($750,000) in gross debt, debt like, equity or equity like financing, the Engagement Fee shall increase to Eight Thousand dollars ($8,000) per month; or

(ii) if subsequent to the Effective Date the Company or its successor-in-interest or assignee or consolidating entity has received a cumulative minimum of One Million dollars ($1,000,000) in gross debt, debt like, equity or equity like financing the Engagement Fee shall increase to Ten Thousand dollars ($10,000) per month, or

(iii) at July 1, 2010, the Engagement Fee shall increase to Ten Thousand dollars ($10,000) per month, or

(iv) if the highest paid officer or employee of the Company (the “Highest Paid Employee”) is paid a cash compensation exceeding Ten Thousand dollars ($10,000) per month the Engagement Fee shall be increased to an amount equal to the lesser of Ninety percent (90%) of the amount paid to the Highest Paid Employee or Fifteen Thousand dollars.

(b) Section 1.04 hereof notwithstanding, the Engagement Fee shall be payable every first day of each Thirty (30) day period, beginning on the Effective Date, during the term of the Agreement and any Extension. Any increase in the Engagement Fee shall be paid pro-rata from the date on which a Trigger Event occurs.

(c) Upon the execution of this Agreement the Company shall pay to SCI Two Thousand Five Hundred dollars ($2,500) constituting payment of the minimum Engagement Fee pursuant to Section 2.01(a) herein for the period from March 15, 2010 through March 31, 2010.

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2.2 Material Inducement Fees.

As material inducement for Smith to enter into this Agreement and to join EX as its Chief Financial Officer, the Company shall issue to Smith or his assignees the following securities of the Company subject to the terms and conditions set forth below:

(a) Five Hundred Thousand (500,000) shares of no par value Class A common stock (the “Base Shares”) valued at $0.0063 per share or an aggregate value of Three Thousand One Hundred and Fifty dollars ($3,150) to be issued fully paid and non-assessable as of the Effective Date and to be held in trust by the Company’s legal counsel until such time as the Base Shares are vested which date will be December 10, 2010 at which time they will be delivered to Smith or his assignees.

(b) Two Hundred Fifty Thousand (250,000) Shares of no par value Class A common stock (the “Bonus Shares”) valued at $0.0063 per share or an aggregate value of One Thousand Five Hundred and Seventy-Five dollars ($1,575) to be issued fully paid and non-assessable as of the Effective Date and to be held in trust by the Company’s legal counsel until such time as the Company, subsequent to the Effective Date, has received a minimum cumulative gross amount of Three Million dollars ($3,000,000) in debt, debt like, equity, or equity like financing (the “Trigger Event”) at which time they will be delivered to Smith or his assignees. If on or before December 10, 2010 Smith is removed as Chief Financial Officer of the Company or any successor-in-interest, assignee or consolidating entity of the Company and Smith shall terminate this Agreement, or if prior to December 10, 2010 this Agreement is terminated by the Company for any reason whatsoever, then, notwithstanding any other terms or conditions of this Agreement, this Section 2.02(b) shall survive any such Early Termination and Smith shall be entitled to receive the Bonus Shares upon the occurrence of the Trigger Event.

(c) Smith shall instruct the Company’s counsel as to the names and amounts in which to issue stock ownership certificates.

(d) Smith shall receive stock options of the Company or its successor-in-interest or assignee or consolidating entity in the amount and under the same terms and conditions as other named officers of the Company.

2.3 Changes in Common Stock.

If at any time there is capital reorganization, reclassification or change of outstanding shares (other than change in the par value thereof) of the Company or an event of any consolidation, merger or amalgamation of the Company with or into any other corporation, or in the event of any sale of the property of the Company as or substantially as an entirety, Smith will have the right to receive the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which other holders of no par value Class A common stock receive as a result of such event.

2.4 Other Compensation.

During the term of this agreement Smith shall be entitled to similar benefits as are generally available to other employees of EX. At his sole option Smith may opt out of any Company medical insurance plan and receive reimbursement for medical insurance coverage as maintained by Smith outside of EX in an amount equal to that which would be paid by EX to cover Smith under the Company’s medical insurance plan.

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Article III. COVENANTS AND REPRESENTATIONS OF SCI

3.1 Service.

Subject to Sections 1.02, 1.03 and 1.05 herein and timely delivery of all compensation due Consultant as set forth under Article II herein, Smith shall devote his time, attention and ability to the business of Company and will well and faithfully serve Company and will use his best efforts to promote the interests of Company.

3.2 Independent Contractor.

Consultant shall at all times during the performance of Designated Services hereunder be an independent contractor, maintaining sole and exclusive control over his business and operations. At no time will Consultant or its employees or subcontractors hold themselves out to be the agent, employee, lessee, sub lessee, partner or joint venturer of Company. Neither party hereto shall have the express or implied right or authority to assume or create any obligation on behalf of or in the name of the other party, or to bind the other party in regard to any contract, agreement or undertaking with any third party. In the performance of all services hereunder Consultant shall comply with all applicable laws and regulations.

3.3 Return of Property.

Upon any termination of this Agreement, Consultant will at once deliver or cause to be delivered to Company all books, documents, money, securities, and records of Confidential Information (as defined in Section 5.02 herein) or copies thereto belonging to Company or for which Company is liable to others, which is in the possession, charge, control or custody of Consultant.

Article IV. COVENANTS AND REPRESENTATIONS OF COMPANY

4.1 Authorized Agreement.

The Company represents and warrants to Consultant that this Agreement has been duly authorized, executed and delivered by the Company, and, assuming due execution by Consultant, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

4.2 Indemnification and Contribution.

(a) The Company agrees to indemnify and hold harmless Consultant and, its officers, directors, partners, employees, agents, and counsel, and each person, if any, who controls Consultant within the meaning of Section 15 of the 33 Act or Section 20(a) of the 34 Act, as amended, against any and all loss, liability, claim, damage, and expense whatsoever (which shall include, for all purposes of this Section 4.02, but not be limited to, attorneys’ fees and any and all expense whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation) as and when incurred

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arising out of, based upon, or in connection with; i) any untrue statement or alleged untrue statement of a material fact contained in an Application or any filing with the SEC, State regulatory body, FINRA or National Exchange, or any filing executed by or on behalf of the Company or based upon written Information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify its Securities under the “blue sky” or securities laws thereof or in order to secure an exemption from such registration or qualification or filed with the SEC or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and ii) any breach of any representation, warranty, covenant, or agreement of the Company contained in this Agreement. The foregoing agreement to indemnify shall be in addition to any liability the Company may otherwise have, including liabilities arising under this Agreement.

(b) If any action is brought against Consultant or any of its officers, directors, partners, employees, agent, or counsel, or any controlling persons of Consultant (an “Indemnified Party”), in respect of which indemnity may be sought against the Company pursuant to Section 4.02(a) herein, such Indemnified party shall promptly notify the Company (the “Indemnifying party”) in writing of the institution of such action (but the failure so to notify shall not relieve the Indemnifying Party from any liability it may have other than pursuant to this Section 4.03) and the Indemnifying Party shall promptly assume the defense of such action, including the employment of counsel (reasonably satisfactory to such Indemnified Party) and payment of expenses. Such Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expense of such counsel shall be at the expense of such Indemnified Party unless the employment of such counsel shall have been authorized in writing by the Indemnifying Party in connection with the defense of such action or the Indemnifying Party shall not have promptly employed counsel satisfactory to such indemnified Party to have charge of the defense of such action or such Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to it or them or to other Indemnified Parties which are different from or additional to those available to one or more of the Indemnifying Parties, in any of which events such fees and expenses of one such counsel shall be borne by the Indemnifying Party and the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnifying Party. Anything in this paragraph to the contrary notwithstanding, the Indemnifying Party shall not be liable for any settlement of any such claim or action effected without its written consent. The Company agrees promptly to notify Consultant of the commencement of any litigation or proceedings against the Company or any of its officers or directors.

(c) To provide for just and equitable contribution, if; i) an Indemnified Party makes a claim for indemnification pursuant to Sections 4.02(a) or 4.02(b) herein, but it is found in a final judicial determination, not subject to further appeal, that such indemnification may not be enforced in such case, even though this Agreement expressly provides for indemnification in such case; or ii) any Indemnified or Indemnifying party seeks contribution under the 33 Act, the 34 Act, or otherwise, then the Company (including for this purpose any contribution made by or on behalf of any officer, director, employee, agent, or counsel of the Company, or any controlling person of the Company), on the one hand, and Consultant (including for this purpose any contribution by or on behalf of an

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Indemnified Party), on the other hand, shall contribute to the losses, liabilities, claims, damages, and expenses to which any of them may be subject, in such proportions as are appropriate to reflect the relative benefits received by the Company, on the one hand, and Consultant, on the other hand; provided, however, that if applicable law does not permit such allocation, then other relevant equitable considerations such as the relative fault of the Company and Consultant in connection with the facts which resulted in such losses, liabilities, claims, damages, and expenses shall also be considered. The relative fault, in the case of an untrue statement, alleged untrue statement, omission, or alleged omission, shall be determined by, among other things, whether such statement, alleged statement, omission, or alleged omission relates to information supplied by the Company or by Consultant, and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement, alleged statement, omission, or alleged omission. The Company acknowledges and agrees that; i) the work product of Consultant must be reviewed by Company, and the Company’s legal counsel and public auditors prior to use; and ii) it is the sole responsibility of Company to review and correct all statements, alleged statements, omissions, or alleged omissions which may be contained in any work product of Consultant irrespective of the source. The Company and Consultant agree that it would be unjust and inequitable if the respective obligations of the Company and Consultant for contribution were determined by pro rata or per capita allocation of the aggregate losses, liabilities, claims, damages, and expenses or by any other method of allocation that does not reflect the equitable considerations referred to in this Section 4.02(c). In no case shall Consultant be responsible for a portion of the contribution obligation in excess of Five Thousand dollars ($5,000). No person guilty of a fraudulent misrepresentation shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. For purposes of this Section 4.02(c), each person, if any, who controls the Consultant within the meaning of Section 15 of the 33 Act or Section 20(a) of the 34 Act and each officer, director, partners, employee, agent, and counsel of Consultant, shall have the same rights to contribution as Consultant, and each person, if any, who controls the Company within the meaning of Section 15 of the 33 Act or Section 20(a) of the 34 Act and each officer, director, employee, agent, and counsel of the Company, shall have the same rights to contribution as the Company, subject in each case to the provisions of this Section 4.02(c). Anything in this Section 4.02(c) to the contrary notwithstanding, no party shall be liable for contribution with respect to the settlement of any claim or action effected without its written consent. This Section 4.02(c) is intended to supersede any right to contribution under the 33 Act, the 34 Act, or otherwise.

4.3 Change of Control.

The Company agrees to cause any other corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, or other entity of any kind (a “Person”) to: (i) become bound by the terms of this Agreement and any and all other agreements by and between EX and Smith and EX and SCI (jointly and severally, the “Smith Agreements”); and (ii) to assume the Company’s obligations under the Smith Agreements; and (iii) to agree to perform the Company’s obligations under the Smith Agreements in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a “Change of Control”, as that term is hereinafter defined.

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For purposes of this Agreement Change of Control shall be defined as: (i) the event of any acquisition after the date hereof of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 51% of the voting securities of the Company (other than by means of conversion or exercise of the Company’s Series A Preferred Stock); or (ii) the Company’s merger into or consolidation with any Person, or any Person’s merger into or consolidation with the Company after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 51% of the aggregate voting power of the Company, or (iii) the Company’s sale or transfer of all or substantially all of its assets to another Person, or (iv) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (i) through (iii) above.

4.4 Directors and Officers Insurance.

During the term of this Agreement and any Extension thereof EX shall maintain Directors and Officers insurance coverage in an amount of not less than One Million dollars ($1,000,000) with Smith as a named insured under the policy. Smith shall have no obligation to contribute any amounts in excess of those provided for in Section 4.02 herein to any deductable amounts due under the policy and if so required EX shall pay any deductable amounts attributable to Smith, in excess of those provided for in Section 4.02 herein, on Smith’s behalf.

Article V. MUTUAL COVENANTS OF CONSULTANT AND COMPANY

5.1 Provisions which Operate Following Termination.

Notwithstanding any termination of this Agreement for any reason whatsoever and with or without cause, the provisions of Sections 1.03, 1.04, 2.02, 3.03, 4.02, 4.03, 5.02, 6.02, 6.04, 6.05, 6.06, 6.07 and 6.08 herein and this Section 5.01 and any other provisions of this Agreement necessary to give efficacy thereto will continue in full force and effect following such termination.

5.2 Confidentiality and Non-Disclosure.

(a) For purposes of this Agreement, “Confidential Information” means any information, technical data, or know-how, including, but not limited to, research, development, products, services, customer information, inventions, processes, concepts, designs, drawings, diagrams, presentations, proposals, hardware, software, finances, engineering, or marketing plans which is disclosed either directly or indirectly in writing, orally, or in any other form or from inspection of written materials. Confidential Information does not include information, technical data, or know-how which; i) is in a parties possession at the time of disclosure as shown by the party’s’ files and records immediately prior to the time of disclosure; or ii) before or after it has been disclosed to a party, it is part of the public knowledge or literature, not as a result of any action or inaction of a party; or iii) is

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approved for release by written authorization of a party, “Material Non-Public Information” means any information about Company, or about the activities of Company or the market for Company securities, that has not been generally disclosed to the marketplace, the dissemination of which is reasonably certain to have a substantial impact on the marketplace for Company securities, or that is substantially likely to be considered important by reasonable investors in determining whether to trade in such securities.

(b) The Company and Consultant agree not to use Confidential Information, and Consultant agrees not to use Company Material Non-Public Information, for its own use or for any purpose except to carry out their mutual business. Each party shall require its employees to whom such Confidential Information or Material Non-Public Information is disclosed to sign a Non-Disclosure Agreement in content substantially similar to this Agreement and shall notify the other party, in writing, of the names of such persons signing such agreement promptly after the agreements are signed. The parties agree that they shall protect the confidentiality of and avoid disclosure or use of the Confidential Information or Material Non-Public Information except as permitted in writing by the other party. The parties will advise each other, in writing, of any misappropriation or misuse by any person of such Confidential Information or Material Non-Public Information.

(c) The parties hereby acknowledges that all Confidential Information shall be owned solely by the party to whom it belongs and that the unauthorized disclosure or use of such Confidential Information could cause irreparable harm and significant injury the ex-tent of which may be difficult to ascertain. Accordingly each party agrees that the other party shall have the right to seek an immediate injunction enjoining any breach of this Agreement. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any rights, by license or otherwise, to any Confidential Information disclosed pursuant to this Agreement or to rights under copyrights, trademarks, trade names, or service marks.

Article VI. MISCELLANEOUS

6.1 Sections and Headings.

The division of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and will not affect the construction or interpretation of this Agreement.

6.2 Benefit of Agreement.

This Agreement will ensure to the benefit of and be binding upon the successors and permitted assigns of Company and Consultant respectively and upon their successors, assigns, heirs, executors, administrators and legal representatives. Consultant may not assign the whole or any part of his rights hereunder without the prior written consent of Company.

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6.3 Entire Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereto and cancels and supersedes any prior understandings and agreements between the parties. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties other than as expressly set forth in this Agreement.

6.4 Amendments and Waivers.

No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by all of the parties hereto. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived.

6.5 Severability.

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereto and the remaining part of such provision and all other provisions hereto will continue in full force and effect.

6.6 Legal Fees and Costs.

Section 4.02 herein notwithstanding, in the event of any litigation arising from or related to this Agreement, the prevailing party will be entitled to recovery of all reasonable costs incurred, including staff time, court costs, attorney’s fees, expert’s fees and other related expenses.

6.7 Notices.

Any demand, notice or other communication (a “Notice”) to be given in connection with this Agreement will be given in writing and may be given by personal delivery or by registered mail addressed to the recipient as follows:

i) To SCI:

Securities Compliance Inc.

Mark Smith, Chief Executive Officer

439 W. Plumb Lane

Reno, NV 89509

Fax: 415446-4124

ii) To Smith:

439 W. Plumb Lane

Reno, NV 89509

Fax: 415446-4124

iii) To EntertainmentXpress, Inc.:

700 Larkspur Landing Circle, Suite 199

Larkspur, Ca 94939

Fax: 415-            

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or such other address or individual as may be designated by notice by either party to the other. Any Notice given by personal delivery will be deemed to have been given on the day of actual delivery thereto and, if made or given by registered mail, on the fifth day following the deposit thereto in the mail.

6.8 Governing Law.

This Agreement will be governed by the laws of the State of California. The Company and Consultant agree that except with respect to actions brought by third parties, they irrevocably submit to the jurisdiction of any court of the State of California for the purpose of any suit, action or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated hereby, which is brought by or against the Company. Each of the Company (and, to the ex-tent permitted by law, on behalf of the Company’s equity holders and creditors) and Consultant hereby knowingly, voluntarily and irrevocably waives any right it may have to a trial by jury in respect of any claim based upon, arising out of or in connection with this Agreement.

6.9 Counterparts.

This Agreement may be executed in as many counterparts as may be necessary or by facsimile and each such facsimile or counterpart so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the date as set out on the first page of this Agreement.

IN WITNESS WHERETO the parties hereto have executed this Agreement as of the day and year first above written.

SECURITIES COMPLIANCE INC.	ENTERTAINMENTXPRESS, INC.
/s/ Mark Smith	/s/ Garrett Cecchini
Mark Smith	Garrett Cecchini
Chief Executive Officer	Chief Executive Officer
Smith
/s/ Mark Smith
Mark Smith

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EX-10.13

EXHIBIT 10.13

AMENDMENT TO

LOAN MODIFICATION AND

SECURITY AGREEMENT

THIS AMENDMENT TO LOAN MODIFICATION AND SECURITY AGREEMENT (“Amendment”) is made effective as of May 4, 2010, by and between George Mainas and Mainas Development Corporation, a corporation wholly-owned by George Mainas (collectively, the “Secured Party”), and Public Media Works, Inc., a Delaware corporation (“Borrower”), with respect to the following facts:

WHEREAS, (i) on August 30, 2000, the Borrower and Secured Party entered into an unsecured promissory note bearing interest at 8% per annum, and as of February 28, 2010, the outstanding balance under the promissory note was $699,686; (ii) on August 19, 2004, the Borrower and Secured Party entered into an unsecured line of credit in the a maximum amount of $250,000 bearing interest at 9% per annum, and as of May 31, 2009, the outstanding balance under the line of credit was $292,646; and (iii) in July 2008, the Borrower and Secured Party entered into an unsecured promissory obligation to borrow $42,000 bearing interest at 7% per annum and as of May 31, 2009, the outstanding balance of under the obligation was $68,171 (collectively, the “Loan Obligations”);

WHEREAS, Borrower and the Secured Party entered into a Loan Modification and Security Agreement dated August 14, 2009 (the “Agreement”) with respect to the Loan Obligations; and

WHEREAS, in consideration of the Amended and Restated Exchange Agreement dated April 22, 2010 (the “Exchange Agreement”) between the Borrower, EntertainmentXpress, Inc., a California corporation, and certain shareholders thereto (all capitalized terms not otherwise defined herein shall have the meaning given to them in the Exchange Agreement), Borrower and Secured Party desire to amend the Agreement;

NOW, THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Amendment. Effective as of the Closing of the Exchange Agreement, (i) the maturity date of all Loan Obligations shall be extended until June 30, 2013 (the “Maturity Date”); (ii) all principal and accrued interest under the Loan Obligations may be converted into shares of Borrower’s common stock at the election of Secured Party at any time upon written notice to Borrower at a price of $4.00 per share; and (iii) all principal and accrued interest under the Loan Obligations shall automatically convert into shares of Borrower’s common stock in the event that the 10 day trailing VWAP (volume weighted average price) for the Borrower’s common stock (as quoted on Borrower’s principal trading market) shall exceed $4.00 per share at any time prior to the Maturity Date.

2. Effect on Agreement. All other terms and conditions of the Agreement shall remain in full force and effect as amended by this Amendment. This Amendment shall become effective upon, and only in the event of, the Closing of the Exchange Agreement.

3. Counterparts. This Amendment may be executed in counterparts and may be delivered by facsimile transmission or electronic/PDF, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

SECURED PARTY:		BORROWER:
Mainas Development Company		Public Media Works, Inc. a Delaware corporation
By:	/s/ George Mainas	By:	/s/ Steve J. Davis
	George Mainas, President		Steven J. Davis, Corporate Secretary
/s/ George Mainas
George Mainas

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EX-10.14

Exhibit 10.14

Sublease

THIS SUBLEASE AGREEMENT is entered into on May 1, 2010 by and between Camp Counselors USA, Inc., a California corporation (“SUBLESSOR”), with an address of 2330 Marinship Way, Suite 250, Sausalito, CA 94965, and Public Mediaworks, Garrett Cecchini, a [CA]                      [CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP, ETC.] (“SUBTENANT” or “SUBLESSEE”), currently located at                              (the “Parties”).

FOR VALUABLE CONSIDERATION, the Parties agree to the following terms and conditions. See also attached Basic Lease Information.

1. Premises. Sublessor hereby subleases to Sublessee and Sublessee hereby subleases from Sublessor for the term specified below, and upon all of the conditions set forth herein, that certain office space (approx. 3040 rentable square feet), including all improvements thereon, commonly known by the street address of 2330 Marinship Way, Suite 300 located in the County of Marin, State of California (the “Premises”). Sublessor will have access to “Server Room” on a daily “need be” basis and will have access to conference room with prior notice to Sublessee. The office space comes with furniture (see separate specification) to be used by Sublessee, but to be returned to the Sublessor at the end of the lease term or when vacating the space, which ever comes first.

2. Term. The term of this Sublease shall be for 2 years (23.5 months), commencing on May 15, 2010 and ending on April 30, 2012, unless sooner terminated pursuant to any provision hereof. Sublessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises by the commencement date. If, despite said efforts, Sublessor is unable to deliver possession as agreed, the rights and obligations of Sublessor and Sublessee shall be as set forth in the Master Lease and in Paragraph 7 of this Sublease.

3. Base Rent. Sublessee shall pay to Sublessor as Base Rent for the Premises equal monthly payments of $7,448.00 in advance, on the first day of each month of the term hereof until May 1, 2011 on which date the base rent will become $7,752.00. Base Rent for May 15 to May 31, 2010 will be $4,082.38 (pro-rated, 17 days) and needs to be made payable to CCUSA. Base Rent which is less than one month for any period during the term hereof shall be calculated at a pro rata portion of the monthly installment.

4. Rent Defined. All monetary obligations of Sublessee to Sublessor under the terms of this Sublease (except for the Security Deposit) are deemed to be rent (“Rent”). Rent shall be payable in lawful money of the United States to Sublessor at the address stated herein or to such other persons or at such other places as Sublessor may designate in writing.

5. Security Deposit. Sublessee shall deposit with Sublessor upon execution hereof $7,448.00 as security for Sublessee’s faithful performance of Sublessee’s obligations hereunder. The rights and obligations of Sublessor and Sublessee as to said Security Deposit shall be as set forth in the Master Lease (as modified by Paragraph 7 of this Sublease). Security Deposit is also used for furniture not being returned in original state. Security Deposit needs to be made payable to CCUSA.

6. Use.

(a) Agreed Use. The Premises shall be used and occupied only for office space and for no other purpose.

(b) Compliance. Sublessee shall not do or permit anything to be done in or about the Premises in conflict with, and Sublessee shall, at its expense, comply promptly with all Applicable Laws, insofar as any thereof relate to or affect the condition, use or occupancy of the Premises.

(c) Acceptance of Premises and Lessee. Sublessee acknowledges that (i) it has been advised to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with all applicable requirements) and their suitability for Sublessee’s intended use; (ii) Sublessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises; and (iii) neither Sublessor, Sublessor’s agents, nor any broker has made any oral or written representations or warranties with respect to said matters other than as set forth in this Sublease. In addition, Sublessor acknowledges that it is Sublessor’s sole responsibility to investigate the financial capability and/or suitability of all proposed tenants.

7. Master Lease.

(a) Sublessor is the lessee of the Premises by virtue of a lease, (the “Master Lease”), a copy of which is attached hereto, wherein MCSSM LLC is the lessor, (“Master Lessor”).

(b) This Sublease is and shall at all times be subject and subordinate to the Master Lease.

(c) The terms, conditions and respective obligations of Sublessor and Sublessee to each other under this Sublease shall be the terms and conditions of the Master Lease except for those provisions of the Master Lease which are directly contradicted by this Sublease in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease the word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein.

(d) During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease (the “Sublessee’s Assumed Obligations”). The obligations that Sublessee has not assumed under this Paragraph 7 are hereinafter referred to as the “Sublessor’s Remaining Obligations”.

(e) Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations.

(f) Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however, to any earlier termination of the Master Lease without the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations.

(g) Sublessor represents to Sublessee that the Master Lease is in full force and effect and that no default exists on the part of any party to the Master Lease.

8. Assignment of Sublease and Default.

(a) Sublessor hereby assigns and transfers to Master Lessor the Sublessor’s interest in this Sublease, subject to the provisions of this Paragraph 8.

(b) Master Lessor, by executing this document, agrees that until a default occurs in the performance of Sublessor’s Obligations under the Master Lease, that Sublessor may receive, collect and enjoy the Rent accruing under this Sublease. However, if Sublessor defaults in the performance of its obligations to Master Lessor, then Master Lessor may, at its option, receive and collect, directly from Sublessee, all Rent owing and to be owed under this Sublease. Master Lessor shall not, by reason of this assignment of the Sublease nor by reason of the collection of the Rent from Sublessee, be deemed liable to Sublessee for any failure of Sublessor to perform and comply with Sublessor’s Remaining Obligations.

(c) Sublessor hereby irrevocably authorizes and directs Sublessee upon receipt of any written notice from the Master Lessor stating that a default exists in the performance of Sublessor’s obligations under the Master Lease, to pay to Master Lessor the Rent due and to become due under the Sublease. Sublessor agrees that Sublessee shall have the right to rely upon any such statement and request from Master Lessor, and that Sublessee shall pay

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such Rent to Master Lessor without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Sublessor to the contrary and Sublessor shall have no right or claim against Sublessee for any such Rent so paid by Sublessee.

(d) No changes or modifications shall be made to this Sublease without the consent of Master Lessor.

9. Consent of Master Lessor.

(a) In the event that the Master Lease requires that Sublessor obtain the consent of Master Lessor to any subletting by Sublessor, then this Sublease shall not be effective unless, within five (5) days of the date hereof, Master Lessor signs this Sublease thereby giving its consent to this subletting.

(b) In the event that the obligations of the Sublessor under the Master Lease have been guaranteed by third Parties, then neither this Sublease nor the Master Lessor’s consent shall be effective unless, within five (5) days of the date hereof, said guarantors sign this Sublease thereby giving their consent to this Sublease.

(c) In the event that Master Lessor does give such consent then:

(i) Such consent shall not release Sublessor of its obligations or alter the primary liability of Sublessor to pay the Rent and perform and comply with all of the obligations of Sublessor to be performed under the Master Lease.

(ii) The acceptance of Rent by Master Lessor from Sublessee or anyone else liable under the Master Lease shall not be deemed a waiver by Master Lessor of any provisions of the Master Lease.

(iii) The consent to this Sublease shall not constitute a consent to any subsequent subletting or assignment.

(iv) In the event of any default of Sublessor under the Master Lease, Master Lessor may proceed directly against Sublessor, any guarantors or anyone else liable under the Master Lease or this Sublease without first exhausting Master Lessor’s remedies against any other person or entity liable thereon to Master Lessor.

(v) Master Lessor may consent to subsequent sublettings and assignments of the Master Lease or this Sublease or any amendments or modifications thereto without notifying Sublessor or anyone else liable under the Master Lease and without obtaining their consent and such action shall not relieve such persons from liability.

(vi) In the event that Sublessor should default in its obligations under the Master Lease, then Master Lessor, at its option and without being obligated to do so, may require Sublessee to attorn to Master Lessor in which event Master Lessor shall undertake the obligations of Sublessor under this Sublease from the time of the exercise of said option to termination of this Sublease but Master Lessor shall not be liable for any prepaid Rent nor any Security Deposit paid by Sublessee, nor shall Master Lessor be liable for any other defaults of the Sublessor under the Sublease.

(d) The signatures of the Master Lessor and any Guarantors of Sublessor at the end of this document shall constitute their consent to the terms of this Sublease.

(e) Master Lessor acknowledges that, to the best of Master Lessor’s knowledge, no default presently exists under the Master Lease of obligations to be performed by Sublessor and that the Master Lease is in full force and effect.

(f) In the event that Sublessor defaults under its obligations to be performed under the Master Lease by Sublessor, Master Lessor agrees to deliver to Sublessee a copy of any such notice of default. Sublessee shall have the right to cure any default of Sublessor described in any notice within ten (10) days after such service of such notice of default on Sublessee. If such default is cured by Sublessee, then Sublessee shall have the right of reimbursement and offset from and against Sublessor.

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10. Broker’s Fee.

(a) Upon execution hereof by all Parties, Sublessor shall pay to Bryan Vidinisky a licensed real estate broker (“Broker”) at Cassidy Turley BT Commercial, a fee as set forth in a separate agreement between Sublessor and Broker, or in the event there is no such separate agreement, the sum of $5,371,09 for brokerage services rendered by Broker to Sublessor in this transaction, payable in 60 days.

(b) Sublessor agrees that if Sublessee exercises any option or right of first refusal as granted by Sublessor herein, or any option or right substantially similar thereto, either to extend the term of this Sublease, to renew this Sublease, to purchase the Premises, or to lease or purchase adjacent property which Sublessor may own or in which Sublessor has an interest, then Sublessor shall pay to Broker a fee in accordance with the schedule of Broker in effect at the time of the execution of this Sublease. Notwithstanding the foregoing, Sublessor’s obligation under this Paragraph 10(b) is limited to a transaction in which Sublessor is acting as a Sublessor, lessor or seller.

(c) Master Lessor agrees that if Sublessee should exercise any option or right of first refusal granted to Sublessee by Master Lessor in connection with this Sublease, or any option or right substantially similar thereto, either to extend or renew the Master Lease, to purchase the Premises or any part thereof, or to lease or purchase adjacent property which Master Lessor may own or in which Master Lessor has an interest, or if Broker is the procuring cause of any other lease or sale entered into between Sublessee and Master Lessor pertaining to the Premises, any part thereof, or any adjacent property which Master Lessor owns or in which it has an interest, then as to any of said transactions, Master Lessor shall pay to Broker a fee, in cash, in accordance with the schedule of Broker in effect at the time of the execution of this Sublease.

(d) Any fee due from Sublessor or Master Lessor hereunder shall be due and payable upon the exercise of any option to extend or renew, upon the execution of any new lease, or, in the event of a purchase, at the close of escrow.

(e) Any transferee of Sublessor’s interest in this Sublease, or of Master Lessor’s interest in the Master Lease, by accepting an assignment thereof, shall be deemed to have assumed the respective obligations of Sublessor or Master Lessor under this Paragraph 10. Broker shall be deemed to be a third-party beneficiary of this Paragraph.

11. Attorney’s Fees. If any party or the Broker named herein brings an action to enforce the terms hereof or to declare rights hereunder, the prevailing party in any such action, on trial and appeal, shall be entitled to his reasonable attorney’s fees to be paid by the losing party as fixed by the Court.

12. Additional Provisions. Subessee shall pay base rent monthly, with payment made out to Master Lessor, MCSSM, LLC. Payment shall be delivered directly to Sublessor on the first day of each month.

13. Governing Law. This Sublease shall be governed by the laws of the State of California. Any disputes hereunder will be heard in the appropriate state and federal courts located in the County of San Francisco, California.

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Executed at:	Sublessor:	Camp Counselors USA, Inc.
On:	By:	/s/ Marielle den Hollander
Address:	Printed Name:	Marielle den Hollander
	Title:	President
Executed at:	Sublessee:	Public Media Works, Inc.
On:	By:	/s/ Garrett Cecchini
Address:	Printed Name:	Garrett Cecchini
	Title:	CEO
	Consented to:	MCSSM LLC
	By:	/s/ M. Berg
	Printed Name:
	Title:
	On:

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BASIC LEASE INFORMATION:

Building:	The building known as 2330 Marinship Way, Sausalito, California, containing approximately 37,270 rentable square feet
Lease Date:	April 14, 2010
Sublessor:	Camp Counselors USA, Inc., a California corporation
Sublessee:	Public Mediaworks, Garrett Cecchini, CEO
Premises:	Suite 300, less “Server Room”, consisting of approximately 3,040 rentable square feet.
Use:	General office use and no other uses (See article 7).
Furniture:	Use of Sublessor’s furniture for the duration of the lease. No items are allowed to be removed from the premises without pre-approval. All furniture needs to be returned in original state.
Term:	Two (2) years
Commencement Date:	May 15, 2010
Expiration Date:	April 30, 2012
Base Rent:	May 15, 2010 – April 30, 2011: $7,448.00 per month ($2.45 per square foot per month or rentable square feet)
	May 1, 2011 – April 30, 2012: $7,752.00 per month ($2.55 per square foot per month or rentable square feet)
Operating Expenses:	Sublessee shall pay its percentage share of all increases in Operating Expenses of the Building over Base Year 2010 (see Article 5).
Base Year:	2010
Security Deposit:	$7,448.00 due before commencement date.
Sublessor’s Broker:	None
Sublessee’s Broker:	Bryan Vidinsky, Cassidy Turley BT Commercial

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Sublessor Address for Notices:	Camp Counselors USA, Inc.
	2330 Marinship Way, Suite 250
	Sausalito, CA 94965
	Telephone: (415) 339-2728
	Facsimile: (415) 339-2744
Sublessee Address for Notices:	Public Mediaworks
	2330 Marinship Way, Suite 300
	Sausalito, CA 94965
	Telephone:
	Facsimile:
Tenant Improvements:	Sublessee shall lease the Premises from Sublessor “AS IS” without change or modification.

This Basic Lease Information is made part of the attached Office Lease document.

SUBLESSEE	SUBLESSOR
Public Mediaworks	Camp Counselors USA, Inc.,
a California Corporattion	a California corporation

By:	/s/ Garrett Cecchini	By:	/s/ Marielle den Hollander
Name:	Garrett Cecchini		Marielle den Hollander, President
Title:	CEO
By:
Name:
Title:

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EX-21

Exhibit 21

Subsidiaries

EntertainmentXrpress, Inc., a California corporation

Public Media Works, Inc., a California corporation

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Garrett Cecchini, certify that:

1. I have reviewed this annual report on Form 10-K of Public Media Works, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2010	/s/ Garrett Cecchini
	Garrett Cecchini, Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Mark Smith, certify that:

1. I have reviewed this annual report on Form 10-K of Public Media Works Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, 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.

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2010	/s/ Mark Smith
	Mark Smith, Chief Financial Officer
	(Principal Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Public Media Works, Inc. (the “Company”) on Form 10-K for the period ending February 28, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(a) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2010	/s/ Garret Cecchini
	Garrett Cecchini, Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Public Media Works, Inc. (the “Company”) on Form 10-K for the period ending February 28, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2010	/s/ Mark Smith
	Mark Smith, Chief Financial Officer
	(Principal Accounting Officer)