UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-QSB

 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2006

 

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 000-29363

 

                THE PLAYERS NETWORK

(Exact name of small business issuer as specified in its charter)

 

 

4260 Polaris Avenue

Las Vegas, Nevada 89103

(Address of principal executive offices)

 

(702) 895-8884

(Issuer’s telephone number)

 

Copies of Communications to:

Stoecklein Law Group

402 West Broadway, Suite 400

San Diego, CA 92101

(619) 595-4882

Fax (619) 595-4883

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

The number of shares of Common Stock, $0.001 par value, outstanding on September 30, 2006, was 21,323,351 shares.

 

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

 

---

PART 1 – FINANCIAL INFORMATION

 

 

The Players Network

Balance Sheet

(unaudited)

 

 

 

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

 

1

 

---

The Players Network

Statements of Operations

(unaudited)

 

 

 

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

 

2

 

---

The Players Network

Statements of Cash Flows

(unaudited)

 

 

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

 

3

 

---

Players Network

Notes to Financial Statements

 

Note 1 - Basis of presentation

 

The consolidated interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2005 and notes thereto included in the Company's 10-KSB annual report. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

 

Note 2 – Going concern

 

The Company has an accumulated deficit of $12,732,832 as of September 30, 2006. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company needs to obtain additional financing to fund payment of obligations and to provide working capital for operations. Management is seeking additional financing, and is also researching the desirability of an acquisition or merger candidate. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company. Management believes these efforts will generate sufficient cash flows from future operations to pay the Company's obligations and working capital needs. There is no assurance any of these transactions will occur. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

 

Note 4 – Accrued liabilities

 

The Company’s financial statements include accruals for officer compensation earned and unpaid. As of September 30, 2006 the Company had accrued $145,720 in unpaid compensation and related payroll taxes.

 

Note 5 – Convertible debentures

 

During the nine-months ended September 30, 2006, the Company issued $455,000 of 5% convertible debentures maturing in 2009 with interest payable annually. The debentures are convertible by the holder into shares of the Company’s common stock at any time. The company

 

4

 

---

Players Network

Notes to Financial Statements

 

has recorded interest expense of $133,467, pursuant to EITF 98-5 which represents the value of the beneficial conversion feature for each convertible debenture.

 

Convertible debentures payable consisted of the following at September 30, 2006:

 

 

Interest expense related to convertible debenture agreements total $4,353 for the nine-months ended September 30, 2006.

 

5

 

---

Players Network

Notes to Financial Statements

 

Note 6 – Related party transactions

 

On February 25, 2006, the Company granted options to purchase 600,000 shares of its common stock to officers and directors of the Company in exchange for services at a weighted average exercise price of $0.38 per share. The estimated value using the Black-Scholes pricing Model is $226,121.

 

On May 21, 2006, the Company granted options to two of its directors to purchase 200,000 shares of its common stock in exchange for services provided at an exercise price of $0.25 per share. The estimated value of the option grant using the Black-Scholes pricing model is $38,505.

 

On May 21, 2006, the Company authorized the issuance of 516,637 shares of its common stock to two officers of the Company as payment for accrued officer’s salaries. The fair value of the shares on the date of grant was $77,500.

 

On August 22, 2006, the Company granted options to two of its directors to purchase 200,000 shares of its common stock in exchange for services provided at an exercise price of $0.25 per share. The estimated value of the option grant using the Black-Scholes pricing model is $40,991.

 

Note 7 – Stockholders’ equity

 

On February 2, 2006, the Company issued 30,000 shares of its common stock previously authorized and un-issued.

 

On February 7, 2006, the Company issued 30,000 shares of its common stock to an individual for services. The Company recorded an expense in the amount of $9,600, the fair value of the underlying shares on the date of grant.

 

On February 20, 2006, the Company authorized the issuance of 233,000 shares of its common stock to various consultants and employees in exchange for services provided to the Company. As of September 30, 2006, all shares had been issued and the Company recorded an expense of $82,920, the fair value of the underlying shares on the date of grant.

 

On May 21, 2006, the Company authorized the issuance of 300,000 shares of common stock to Vegas Media Group for post production services. The Company recorded an expense in the amount of $60,000 representing the fair value of the underlying shares on the date of grant.

 

On May 21, 2006, the Company authorized the issuance of 185,000 shares of its common stock to various individuals and employees in exchange for services provided to the Company.

 

On May 21, 2006, the Company authorized the issuance of 516,637 shares of its common stock to two officers of the Company as payment for accrued officer’s salaries. The fair value of the shares on the date of grant was $77,500.

 

6

 

---

Players Network

Notes to Financial Statements

 

On May 26, 2006, the Company authorized and issued 5,000 shares of its common stock to an employee for services provided. The Company recorded an expense in the amount of $650, the fair value of the underlying shares on the date of grant.

 

During September 2006, the company authorized the issuance of 350,000 shares of its common stock at $0.15 per share pursuant to an equity private placement. As of September 30, 2006, the Company received cash totaling $52,500.

 

There have been no other issuances of common stock as of September 30, 2006

 

Note 8 – Warrants & Options

 

Warrants

On June 15, 2006, the Company issued warrants to purchase up to 190,000 shares of its common stock to various individuals in connection with its financing activities. The warrants are exercisable at a weighted average price of $0.25 per share. The fair value of the warrants has been estimated using the Black-Scholes option pricing model. The weighted average fair value of these warrants was $0.23. The following assumptions were used in computing the fair value of these warrants: weighted average risk-free interest rate of 6.34%, zero dividend yield, average volatility of the Company’s common stock of 280% and an expected life of the warrants of two years. The warrants expire in June 2008.

 

The following is a summary of activity of outstanding warrants:

 

 

The following is a summary of information about the warrants outstanding at September 30, 2006:

 

 

 

 

7

 

---

Players Network

Notes to Financial Statements

 

 

 

The fair value of each warrant granted are estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for valuation grants:

 

 

The Black-Scholes option valuation model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its warrants.

 

Options

On February 25, 2006, the Company granted options to purchase 600,000 shares of its common stock to officers and directors of the Company in exchange for services at a weighted average exercise price of $0.50 per share. The estimated value using the Black-Scholes pricing Model is $226,121.

 

On February 20, 2006, the Company entered into a service agreement with an unrelated individual to perform corporate strategic and developmental services for the Company. As consideration, the Company granted stock options to purchase 80,000 shares of $0.001 par value common stock at a strike price of $0.50 per share. 20,000 options will vest on a quarterly basis. The value of the options on the grant date using the Black-Scholes Model is $32,690. The Company has recorded compensation expense in the amount of $16,345, representing the amount earned as of September 30, 2006 and $16,345 representing the unearned portion of the option grant.

 

On May 21, 2006, the Company granted options to two of its directors to purchase 200,000 shares of its common stock in exchange for corporate development services. The options are exercisable at $0.25 per share. The value of the options on the grant date using the Black-Scholes pricing model is $38,505 which has been recorded as compensation expense at September 30, 2006.

 

8

 

---

Players Network

Notes to Financial Statements

 

 

On August 8, 2006, the Company granted options to two of its directors to purchase 200,000 shares of its common stock in exchange for corporate development services. The options are exercisable at $0.25 per share. The value of the options on the grant date using the Black-Scholes pricing model is $40,991 which has been recorded as compensation expense at September 30, 2006.

 

The following is a summary of activity of outstanding stock options as of September 30, 2006:

 

 

 

The fair value of each option grant are estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan:

 

 

The Black-Scholes option valuation model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition,

 

9

 

---

Players Network

Notes to Financial Statements

 

option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. During 2006, there were no options granted with an exercise price below the fair value of the underlying stock at the grant date.

 

 

10

 

---

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

• increased competitive pressures from existing competitors and new entrants;

• our current lack of working capital;

• general economic and business conditions, and trends in the travel and entertainment industries;

• trends in hotel/casino occupancy rates and business and leisure travel patterns, including the potential impacts that wars, terrorist activities, or other geopolitical events might have on such occupancy rates and travel patterns;

• uncertainties inherent in our efforts to renew or enter into agreements on acceptable terms with significant hotel/casino customers;

• the regulatory and competitive environment of the industries in which we operate;

• the potential for increased government regulation and enforcement actions, and the potential for changes in laws that would restrict or otherwise inhibit our ability to make gaming related programming content available over our network systems;

• increases in interest rates or our cost of borrowing or a default under any material debt agreements;

 

11

 

---

• loss of customers or sales weakness;

• uncertainties inherent in our ability to execute upgrades of video systems, including uncertainties associated with operational, economic and other factors;

• the ability of vendors to deliver required equipment, software and services;

• inability to achieve future sales levels or other operating results;

• the unavailability of funds for capital expenditures; and

• operational inefficiencies in distribution or other systems.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Factors That May Affect Our Results of Operation” in this document and in our Annual Report on Form 10-KSB for the year ended December 31, 2005.

 

 

OVERVIEW AND OUTLOOK

 

We were incorporated under the laws of the State of Nevada on March 16, 1993 to conduct business as a television and video production company and programming distributor. We own and operate a digital 24-hour gaming and entertainment network called “PLAYERS NETWORK” which specializes in producing television programming to serve the gaming industry. We broadcast our programming directly into the guestrooms of casino hotels via a Private Network, directly to consumers through PlayersNetwork.com’s Broadband website, and through VOD (Video on Demand) over Cable TV. Our programming includes shows about gaming instruction, gaming news, wagering on sports and racing, gaming entertainment, tournaments, events and travel.

 

We have a library of 200 gambling and gaming lifestyle videos, including originally-produced hours of programming from the 2005 World Series of Poker®, at which Players Network had exclusive rights to produce and air live programming from the event’s Lifestyle Show. The growing programming library is an asset which represents long-term revenue opportunities in advertising, sponsorship, direct sales and product integration, domestic and international program sales, broadband syndication, subscription fees and increased home video sales.

 

Although we will continue the PLAYERS NETWORK and our production of programming for ourselves and third parties, in the future we hope to focus on distributing our programming through a new Broadband Network (which was launched near the end of July 2005), and through cable television, broadcast and satellite television, Video On Demand, Pay-Per-View, DVD distribution, television syndication, radio, print, and out-of-home media including mobile devices, additional land-based locations, in-flight venues, and on-board sources. We may also intend to seek potential merger or acquisition candidates in an attempt to diversify our business operations.

 

12

 

---

 

CURRENT OPERATIONS

 

During the last nine months of 2006, we entered into various agreements hoping to further expand the distribution of our programming. In February 2006, we entered into a co-marketing agreement with Beautiful People, LLC, to allow for cross marketing. We entered into an agreement with Fat Elvis Advertising to assist us in our website development and also entered into an agreement with Firstcom Music for use of Broadcast Synchronization and Internet streaming for a one year term.

 

During the third quarter we expanded content on our website with the debut of “Vegas Exposed”, which focuses on the Las Vegas lifestyle and provides an insider scoop from entertainment reporter Deborah Scott on restaurants, nightclubs, shows, attractions and events. Additionally, we announced we had been commissioned by Alta Loma Entertainment to produce “Playboy’s Women of Poker,” a multi-part television series featuring women competing to become members of Playboy’s Poker Team. Furthermore, we distributed our programming with our first ever pay-per view double feature titled “Gamblers Guide to Online Poker and Blackjack”, which was distributed by Defiance Distribution on the DISH network. At the end of the third quarter we also signed a national advertising agreement with Gorilla Nation, which is anticipated to bring major sponsors and advertisers to our web and TV outlets.

 

At September 30, 2006, we had an accumulated deficit of approximately $12,732,822 current assets of $25,501 and $529,285 in current liabilities, resulting in a working capital deficit of $503,784. We expect operating losses and negative operating cash flows to continue for at least the rest of 2006, because of expected additional costs and expenses related to brand development; marketing and other promotional activities; strategic relationship development; and potential acquisitions of related complementary businesses.

 

Results of Operations for the Three Months Ended September 30, 2006 and 2005.

 

The following tables summarize selected items from the statement of operations at the three months ended September 30, 2006 compared to the three months ended September 30, 2005.

 

INCOME:

 

 

Revenue:

 

            Revenues for the three months ended September 30, 2006 were $84,174 compared to revenues of $282,076 in the three months ended September 30, 2005. This resulted in a decrease in revenues of $197,902, or 70%, from the same period one year ago. The primary reason for a decrease in revenues is a result of our change in business focus to distributing our programming through our Broadband Network as well as through Video on Demand. We have not yet established a strong presence in these outlets or been able to market our new services to a great extent. Historically, we received revenues from three sources: fees received from customers of our Players Network, advertising fees, and fees from third party programming production. In addition to spending less time and attention to these historical sources of revenue, we only received production revenues during the three months ended September 30, 2006.

13

 

---

EXPENSES:

 

 

Cost of production

 

Cost of production for the three months ended September 30, 2006 was $58,647, a decrease of $414,292, or 88%, from $472,939 for the three months ended September 30, 2005. During the same period of 2005, we were nearing the launch of our Broadband Network and therefore incurred higher than normal costs of production for this period. Additionally, during the three months ended September 30, 2005, we had finished production and airing of the World Series of Poker® at the Rio All-Suite Hotel & Casino in Las Vegas, Nevada.

 

General and administrative expenses

 

General and administrative expenses were $38,847 for the three months ended September 30, 2006 versus $143,846 for the three months ended September 30, 2005, which resulted in a decrease of $104,999 or 73%. During the three months ended September 30, 2005, we incurred administrative expenses as a result of our original programming and production involving the “World Series of Poker” and expenses related to our signing of the Comcast agreement. Although the expenses experienced in 2005, were one-time expenses we have continued in the process of our business restructuring. We anticipate we will continue to have additional administrative overhead relating to our revised operations.

 

 

 

14

 

---

Salaries and wages / Consulting services

 

Salary and wage expenses, which include those owed to our related parties, were $142,038 for the three months ended September 30, 2006 versus $37,500 for the three months ended September 30, 2005. This resulted in an increase of $104,538, or 279%, over the same period in 2005. Our consulting service expenses were $199,402 for the three months ended September 30, 2006 versus $369,925 for the three months ended September 30, 2005. This resulted in a decrease of $170,523 or 46%. During the same period of 2005, we incurred substantial consulting expenses as we prepared our launch of the Broadband Network and in connection with the World Series of Poker production. Compared to the same period in 2006, we reduced consulting expenses, but increased our company personnel to maintain our current operations and help expand into additional business outlets.

 

Total expenses

 

Total expenses were $460,641 for the three months ended September 30, 2006 versus $1,050,875 for the three months ended September 30, 2005. This resulted in a decrease of $590,234, or 56%. Although we have initiated the expansion of our business into new outlets and had to increase some of our expenses, we have also been able to decrease expenses in other areas. Overall, we have been able to decrease a significant amount of expenses, especially as it relates to consulting expenses and cost of production, which were one time expenses during the same period in 2005.

 

Net Operating (Loss)

 

The net operating loss for the three months ended September 30, 2006 was $375,927, versus a net operating loss of $768,799 for the three months ended September 30, 2005, a decrease in net operating loss of $392,872. During the first of 2006, we experienced an increase in net loss in connection with our expansion in business endeavors of Video on Demand. However, this quarter we were able to reduce our net operating loss because of our total lower operating expenses. We anticipate this reduction in net losses to continue to decrease as we stabilize in our new medium of business.

 

Results of Operations for the Nine Months Ended September 30, 2006 and 2005.

 

The following tables summarize selected items from the statement of operations at the nine months ended September 30, 2006 compared to the nine months ended September 30, 2005.

 

INCOME:

 

 

15

 

---

Revenue:

 

Revenues for the nine months ended September 30, 2006 were $194,094 compared to revenues of $408,417 in the nine months ended September 30, 2005. This resulted in a decrease in revenues of $214,323, or 52%, from the same period one year ago. The primary reason for a decrease in revenues is a result of our change in business focus to distributing our programming through our Broadband Network as well as the distribution through Video on Demand. As these are relatively new endeavors we have not been able to produce significant revenues in these arenas. Additionally, we have not had any advertising revenue in the last nine months which was one of our past revenue sources.

 

EXPENSES:

 

 

Cost of production

 

Cost of production for the nine months ended September 30, 2006 was $150,760, a decrease of $402,743, or 73%, from $553,503 for the nine months ended September 30, 2005. During the first quarter of 2006 we experienced in the first quarter of a slight increase in our cost of production. However, for the nine months ended September 30, 2005, we were nearing the launch of our Broadband Network and therefore incurred higher than normal costs of production for this period when compared to the same period in 2006.

 

General and administrative expenses

 

General and administrative expenses were $311,243 for the nine months ended September 30, 2006 versus $385,341 for the nine months ended September 30, 2005, which resulted in a decrease of $74,098 or 19%. As discussed above, we experienced higher than normal general and administrative expenses during 2005 as a result of our original programming and production involving the “World Series of Poker” and expenses related to our signing of the Comcast agreement. As we continue with our business restructuring we anticipate additional administrative overhead.

 

16

 

---

Salaries and wages / Consulting services

 

Salary and wage expenses, which included related party expense, totaled $401,544 for the nine months ended September 30, 2006 versus $112,500 for the nine months ended September 30, 2005. This resulted in an increase of $289,044, or 257%, over the same period in 2005. Total consulting service expenses, which included related party expenses, were $593,463 for the nine months ended September 30, 2006 versus $860,780 for the nine months ended September 30, 2005. This resulted in a decrease of $267,317 or 31%. We incurred substantial consulting expenses in 2005 as we prepared the launch of the Broadband Network and in connection with the World Series of Poker production. During the first nine months of 2006, we have eliminated these large consulting expenses but have had to hire personnel to oversee our daily operations, which is shown in our increase of salary and wage expenses.

 

Total Expenses

 

Total expenses were $1,532,159 for the nine months ended September 30, 2006 versus $1,950,822 for the nine months ended September 30, 2005. This resulted in a decrease of $418,663, or 21%. However, as to be expected with the entrance of new business directions, we have experienced increases in expenses, specifically as it relates to general and administrative expenses and salaries. As mentioned above, we have been able to decrease a significant amount of expenses, especially as it relates to consulting expenses and cost of production when compared to the same period in 2005.

 

Net Operating (Loss)

 

The net operating loss for the nine months ended September 30, 2006 was $1,338,065, versus a net operating loss of $1,542,404 for the nine months ended September 30, 2005, a decrease in net operating loss of $204,339. Over the last nine months we have had to absorb the continuing effects of business expansion, especially as it relates to our Video on Demand operations. However, we have still been able to reduce our net operating loss with reductions in consulting and total expenses. We believe the expansion and addition of the new mediums are necessary for the overall business growth.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The following table summarizes current assets, current liabilities, and working capital at September 30, 2006 compared to December 31, 2005.

 

17

 

---

 

As of September 30, 2006, we had current assets of $25,501 and current liabilities of $529,285, which resulted in a working capital deficit of $503,784. We anticipate incurring operating losses over the next twelve months. Our operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in our industry. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks we must, among other things, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to competitive developments, and attract, retain and motivate qualified personnel.

 

Our principal source of operating capital has been provided from private sales of our common stock, revenues from operations and debt financing. During the nine months of 2006, we secured debt financing for a principal amount of $455,000 through the issuance of convertible debenture agreements. All of these agreements are in the form of 5% convertible debentures due in three years. The debenture holders have the option of converting the principal amount plus any accrued interest into shares of our common stock. The agreements executed during the first quarter have a conversion price of $0.35 and the agreements executed during the second and third quarter have a conversion price of $0.15 per share. In addition to the convertible debentures, we instituted an equity private placement during the three months ended September 30, 2006. We agreed to issue shares of common stock at a price of $0.15 per shares and raised a total of $52,500 from 2 accredited investors.

 

As we continue the shift in our business focus and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable and will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings to the extent necessary to provide working capital. We have and expect to continue to have substantial working capital needs. We do not have funds sufficient to fund our operations at their current level for the next 12 months. We need to raise additional cash to fund our operations and implement our business plan. We need approximately $1 million dollars to maintain our current level of operations. We need an additional $1.5 million dollars ($2.5 million in total) to enable us to pursue our business plan for the balance of 2006 and through the first quarter of 2007.

 

To conserve our capital requirements, we have issued shares and granted options in lieu of cash payments to employees and outside consultants, and we expect to continue this practice for the next twelve months. At this point in time we are not in a position to determine an approximate number of shares that the Company may issue. As a consequence, the additional issuance of shares may have a substantial dilutive impact on our current stockholders.

 

 

18

 

---

Going concern

 

Our financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have had repetitive years of net losses, and have an accumulated deficit of $12,670,212 as of September 30, 2006. In order to obtain the necessary capital, we have raised funds via stock sales and convertible debentures. However, we must seek additional sources of capital, and we must attain future profitable operations for us to continue as a going concern. We will continue to initiate our business plan and raise additional capital. We have not made any adjustments to our financial statements that might be necessary should we be unable to continue as a going concern.

 

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 financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Application of Critical Accounting Policies and Pronouncements

 

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements; we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments:

 

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates

 

Revenue recognition

For revenue from product sales, the Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”). SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the

 

19

 

---

selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

 

Network revenue consists of monthly network broadcast subscription revenue, which is recognized as the service is performed. Broadcast television advertising revenue is recognized when advertisements are aired. Video production revenue is recognized as digital video film is completed and accepted by the customer. Stage rentals are recognized during the rental period.

 

Cash and cash equivalents

The Company maintains a cash balances in interest and non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.

 

Income taxes

The Company applies recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not

 

Impairment of long-lived assets

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. PNTV recognized impairment losses of $0 and $15,496 during the six months ended June 30, 2006 and year ended December 31, 2005.

 

Stock-based compensation

In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. PNTV adopted SFAS No. 123 (R) during the fourth quarter of 2005. Stock issued for services totaled $437,173 and $2,580,910 for the six months ended June 30, 2006 and for the year ended December 31, 2005.

 

20

 

---

Recently Issued Accounting Pronouncement

 

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections” (“SFAS No. 154”) which supersedes APB Opinion No. 20, “Accounting Changes” and SFAS No. 3 “Reporting Accounting Changes in Interim Financial Statements”. SFAS No. 154 changes the requirements for accounting for and reporting of changes in accounting principle. The statement requires the retroactive application to prior periods’ financial statements of changes in accounting principles, unless it is impracticable to determine either the period specific effects or the cumulative effect of the change. SFAS No. 154 does not change the guidance for reporting the correction of an error in previously issued financial statements or the change in an accounting estimate. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not believe SFAS No. 154 will have an immediate significant impact on its financial position or results of operations.

 

FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATION

 

Risk Associated With Our Business and Marketplace  

 

We have incurred substantial losses and expect to continue to incur losses for the foreseeable future.

 

For the last two fiscal years ended December 31, 2005 and 2004, we sustained net losses of $3,469,568 and $675,804, respectively. At September 30, 2006 we had a working capital deficit of $503,784. Capital requirements have been and will continue to be significant, and our cash requirements have exceeded cash flow from operations since inception. We are in need of additional capital to continue our operations and have been dependent on the proceeds of private placements of our securities to satisfy working capital requirements. We will continue to be dependent upon the proceeds of future offerings or to fund development of products, short-term working capital requirements, marketing activities and to continue implementing the current business strategy. There can be no assurance that we will be able to raise the necessary capital to continue operations.

 

We will need additional capital in the future to finance our planned growth, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results.

 

We have and expect to continue to have substantial capital expenditure and working capital needs. We believe that current cash on hand, anticipated revenues from operations and the other sources of liquidity are not sufficient to fund our operations through fiscal 2006. These continuing losses may be greater than current levels. If our revenues do not increase substantially or if our expenses exceed our expectations, we may never become profitable. Even if we do achieve profitability, we may not sustain profitability on a quarterly or annual basis in the future.

21

 

---

If operating difficulties or other factors, many of which are beyond our control, cause our revenues or cash flows from operations to decrease, we may be limited in our ability to spend the capital necessary to enhance our operations. If our resources or cash flows do not satisfy our operational needs, we will require additional financing, in addition to anticipated cash generated from our operations, to fund our planned growth. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In such a capital restricted situation, we may maintain a status quo operational position and curtail any expansion plans.

 

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.

 

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Players; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Players are being made only in accordance with authorizations of management and directors of Players, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Players’ assets that could have a material effect on the financial statements.

 

We have a limited number of personnel that are required to perform various roles and duties. Furthermore, we have one individual, our CEO, who is responsible for monitoring and ensuring compliance with our internal control procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

 

Our business is speculative, among other reasons, because our revenues are derived from the acceptance of our programming. Predicting what type of programming will be popular is difficult and our failure to develop appealing programming could materially adversely affect our business.         

 

22

 

---

 

Our programming is the key to our success. It represents the catalyst for generating our revenues, and is subject to a number of uncertainties. Our success depends on the quality of our programming and the quality of other programming released into marketplace at or near the same time as ours, the availability of alternative forms of entertainment and leisure time activities, general economic conditions and other tangible and intangible factors, all of which can change and cannot be predicted with certainty. There can be no assurance that our current or future programming will appeal to consumer or persons who would pay to broadcast it. Any failure to develop appealing programming would materially and adversely affect our business, results of operations and financial condition.

 

We will rely on a number of third parties, and such reliance exposes us to a number of risks.

 

Our operations depend on a number of third parties. We have limited control over these third parties and will most likely not have long-term agreements with many of them. We rely upon a number of third parties to carry our programming, and we will need to expand in the future the number of third parties doing this on our behalf. There can be no assurance that existing such agreements will not be terminated or that they will be renewed in the future on terms acceptable to us, or that we will be able to enter into additional such agreements. Our inability to preserve and expand the channels for distributing our programming would likely materially adversely affect our business, results of operations and financial condition.

 

We also will rely on a variety of technology that we will license from third parties. Our loss of or inability to maintain or obtain upgrades to any of these technology licenses could result in delays. These delays could materially adversely affect our business, results of operations and financial condition, until equivalent technology could be identified, licensed or developed and integrated. Moreover, we occasionally use third parties in connection with our production work and work on our website. In addition, we do not own a gateway onto the Internet. Instead, we now and presumably always will rely on a network operating center to connect our website to the Internet. Overall, our inability to maintain satisfactory relationships with the requisite third parties on acceptable commercial terms, or the failure of such third parties to maintain the quality of services they provide at a satisfactory standard, could materially adversely affect our business, results of operations and financial condition.

 

The current change in our business focus presents a number of challenges and may not prove to be successful or allow for us to become profitable.

 

Historically, we have distributed our programming by means of multiple platforms including television syndication, DVD sales, our website, and our proprietary 24-hour private network inside Las Vegas and Atlantic City gaming hotels. We recently decided to change our focus and broaden our distribution channels. Recently in the last year, we broaden our operations and begun to focus on distributing our programming through a new Broadband Network, and through cable television, broadcast and satellite television, Video On Demand, Pay-Per-View, DVD distribution. This change in focus is expected to increase our costs, to require the additional financing being sought hereby, and to affect our financial model in terms of margins, cash flow requirements, and other areas. We have an extremely limited history with respect to the direction our business is now taking. There can be no assurance that we will be able to succeed in implementing our strategy, or that we will be able to achieve positive cash flow or profitable operations as a result of these changes in our business.

 

23

 

---

 

We may be adversely affected by changing consumer preferences.

 

Gambling appears to have become more accepted by and popular with many more persons in recent years. However, the gambling industry is subject to shifting consumer preferences and perceptions. A dramatic shift in consumer acceptance or interest in gaming could materially adversely affect us.

 

Risk Factors Relating to Our Common Stock  

 

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

 

Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. More specifically, NASD has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period then we will be ineligible for quotation on the OTC Bulletin Board. Our quarterly reports for the periods ended June 30, 2006 and September 30, 2006 were considered late as we were unable to meet the filing grace period as defined under Rule 12b-25. Therefore, we must not have one more late filings within the next two years or we will be in jeopardy of being dequoted from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

 

Because our common stock is deemed a low-priced “Penny” Stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.

 

Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment of our common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

 

 

24

 

---

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

 

NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

 

In addition to the “penny stock” rules described above, the National Association of Securities Dealers (NASD) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

 

Item 3. Controls and Procedures

 

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. We conducted an evaluation, with the participation of Mark Bradley, our Chief Executive Officer and Principal Accounting Officer, of the effectiveness of the design and operation of our  disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of September 30, 2006, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal accounting officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon his evaluation, Mr. Bradley concluded that as of September 30, 2006, our disclosure controls and procedures were effective at the reasonable assurance level but that the company was still implementing their procedures meant to deal with their identified material weaknesses as

25

 

---

described in their last filing. Based upon his evaluation, Mr. Bradley concluded that as of September 30, 2006, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

 

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

 

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management had identified the following three material weaknesses which have caused management to conclude that, as of September 30, 2006, our disclosure controls and procedures were not effective at the reasonable assurance level:

 

 

To address this material weakness, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

 

Remediation of Material Weaknesses

 

To remediate the material weakness in our disclosure controls and procedures identified above, in addition to working with our independent auditors, we engaged Opus Pointe, a consulting firm that provides expertise in accounting matters and performs accounting services on an outsourced basis, to supplement our internal accounting and bookkeeping capabilities. Through our relationship with Opus Pointe and working with our independent auditors, we have specifically addressed the material weakness relating to our restatement of the March 31, 2006 financials by reflecting the corrections of the previous period in the financials contained in our June 30, 2006 filing and thus been carried through into this filing.

 

It should be noted, however, that no matter how well designed and operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems (including faulty judgments in decision making or breakdowns resulting from simple errors or mistakes), there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions. Additionally, controls can be circumvented by individual acts, collusion or by management override of the controls in place.

26

 

---

Changes in Internal Control over Financial Reporting

 

Except as noted above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II--OTHER INFORMATION

 

 

On June 28, 2006, we were notified that a default judgment had been improperly secured against the Company by a previous consultant. Through the default judgment, a levy was placed upon the corporate bank account in the amount of $33,535. Our corporate counsel filed a motion to set aside the default judgment on June 29, 2006. On July 14, 2006, the judgment was set aside and all monies previously levied have been returned to us.

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

 

Item 2. Changes in Securities

 

 

On February 20, 2006, we authorized the issuance of 233,000 shares of our common stock to various consultants and employees as compensation for services provided. On July 19, 2006 we issued the 35,000 shares out of our S-8 Registration statement as described below.

 

On May 21, 2006, we authorized the issuance of 185,000 shares of our common stock to various consultants and employees as compensation for services provided, which some of those were issued in August. As of September 30, 2006, there were 15,000 shares that had not been issued.

 

On August 10, 2006, we issued 300,000 shares of our common stock, which had been previously authorized as of May 21, 2006 to Vegas Media Group as compensation for post production services.

 

On August 11, 2006, we issued 436,666 shares of our common stock to Michael Berk, which had bee previously authorized as of May 21, 2006 as payment for deferred salary. Additionally, we issued 270,000 shares of common stock to Mark Bradley, which had been previously authorized as payment for deferred salary.

27

 

---

During the quarter ended September 30, 2006, we issued a total of 350,000 shares of our common stock pursuant to a private placement conducted at a price of $0.15 per share to 2 accredited investors.

 

We believe that the issuance of all the shares described above was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2). The shares were issued directly by the Company and did not involve a public offering or general solicitation. Each individual/entity was afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make its investment decision, including the financial statements and Exchange Act reports. We reasonably believe that the individuals/entities immediately prior to issuing the shares, had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of their investment. Additionally, the individuals/entities had the opportunity to speak with our management on several occasions prior to its investment decision.

 

Convertible Debentures

 

During the quarter ended September 30, 2006, we entered into two 5% convertible debentures maturing in 2009 with annual interest payments. The debentures have a conversion price of $0.15. We believe that the issuance of all the debentures described above was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2). The debentures were issued directly by the Company and did not involve a public offering or general solicitation. Each individual/entity were afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make its investment decision, including the financial statements and Exchange Act reports. We reasonably believe that the individuals/entities immediately prior to issuing the convertible debentures, had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of their investment. Additionally, the individuals/entities had the opportunity to speak with our management on several occasions prior to its investment decision.

 

Recent Issuances of Securities Registered Pursuant to Form S-8

 

We issued shares to the following consultants from a Registration Statement on Form S-8 filed on September 13, 2004.

 

 

28

 

---

Options Issued

 

On August 8, 2006, we issued 150,000 and 50,000 options to purchase shares of our common stock to Doug Miller and Morden C. Lazarus, respectively, at a price of $0.25 per share. The options are exercisable for 36 months from the date of issuance.

 

We believe that the issuance of all the options described above was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2). The options were issued directly by the Company and did not involve a public offering or general solicitation. Each individual was afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and Exchange Act reports. We reasonably believe that the individuals immediately prior to issuing the options, had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of their investment. Additionally, the individuals had the opportunity to speak with our management on several occasions prior to its investment decision.

 

 

None.

 

 

None.

 

 

On September 12, 2006, we announced that Players Network had surpassed one million videos viewed in August. A copy of the press release is attached hereto.

 

On September 26, 2006, we announced that we had signed an advertising representation agreement with Gorilla Nation. A copy of the press release is attached hereto.

 

  

 

29

 

---

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

THE PLAYERS NETWORK

(Registrant)

 

 

(Principal Financial Officer and

Principal Accounting Officer)

 

Date: November 22, 2006

 

30