FORM 12b-25: NOTIFICATION OF LATE FILING OF 1934 ACT REPORTS

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SEC FILE NUMBER 000-29363

 

NOTIFICATION OF LATE FILING

(Check One)

 

[X ] Form 10-K, o Form 20-F, o Form 11-K, [   ] 10-QSB oForm N-SAR

 

For Period Ended:

December 31, 2005.

 

oTransition Report on Form 10-K

oTransition Report on Form 20-F

oTransition Report on Form 11-K

oTransition Report on Form 10-Q

oTransition Report on Form N-SAR

 

For the Transition Period Ended:

 

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

 

Part I - Registrant Information

 

The Players Network

(Full Name of Registrant)

 

(Former Name if Applicable)

 

4260 Polaris Avenue

(Address of U.S. Principal Executive Office) (Street & Number)

 

Las Vegas, NV 89103

(City, State and Zip Code)

 

Part II - Rules 12b-25(b) and (c )

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check Box if appropriate)

 

o(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

x(b) The subject annual report portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

 

 

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o(c ) The accountant’s statement or other exhibit required by Rule 12b-25(c ) has been attached if applicable.

 

Part III - Narrative

 

The Registrant is unable to file its annual report on Form 10-KSB within the prescribed time period because the Company had additional work required to compile disclosure and review its financial statements as a result of a change in auditor subsequent to the quarter ending. The Company was unable to eliminate the delays associated with these matters, as they relate to the preparation of its Annual Report on Form 10-KSB, without unreasonable effort or expense.

 

Part IV - Other Information

(1)	Name and telephone number of persons to contact in regard to this notification:

Mark Bradley (702) 895-8884

 

(2)	Have all other periodic report required under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the registrant was required to file such report(s)) been filed? xYes o No

If answer is no, identify report(s).

 

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earning statements to be included in the subject report or portion thereof? o Yes x No

 

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if applicable, state the reasons why a reasonable estimate of the result can not be made.

 

The Players Network

(Name of Registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: March 31, 2006

By:/s/ Mark Bradley

Mark Bradley, Chief Executive Officer

 

ATTENTION

 

INTENTIONAL MISSTATEMENTS OR OMISSION OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (See 18 U.S.C.1001).