Edgar Filing: PLAYERS NETWORK

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 June 30, 2007

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

EXCHANGE ACT OF 1934

Commission file number 000-29363

PLAYERS NETWORK

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

Nevada		88-0343702
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

4260 Polaris Avenue Las Vegas, Nevada 89103		(702) 895-8884
(Address of principal executive offices)		(Issuer’s telephone number)

Copies of Communications to:

Crone Rozynko, LLP

101 Montgomery Street, Suite 1950

San Francisco, CA 94104

(415) 955-8900

Fax (415) 955-8910

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). Yes o No x

The number of shares of Common Stock, $0.001 par value, outstanding on August 10, 2007, was 27,890,662 shares.

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

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

Players Network

Condensed Balance Sheet

(unaudited)

	June 30,
	2007
Assets
Current assets:
Cash	$	1,771
Accounts receivable, net of allowance of $32,947		14,402
Prepaid expenses		7,500
Total current assets		23,673

Fixed assets net of accumulated depreciation pf $508,176		43,537

Total assets	$	67,210

Liabilities and Stockholders’ (Deficit)
Current liabilities:
Accounts payable	$	374,965
Accrued expenses		77,744
Deferred revenue		40,000
Accrued salaries - related party		151,200
Current portion of long-term debt		12,500
Total current liabilities		656,409

Long term debt		455,000

Stockholders’ (deficit)
Preferred stock, $0.001 par value, 23,000,000 shares authorized; no shares issued and outstanding		-
Preferred Series “A” stock, $0.001 par value, 2,000,000 authorized; 500,000 authorized and un-issued		500
Common stock, $0.001 par value, 150,000,000 shares authorized; 26,366,662 shares issued and outstanding		26,367
Additional paid in capital		13,363,291
Unamortized stock based compensation		(66,306	)
Unamortized beneficial conversion of long term debt		(112,289	)
Accumulated (deficit)		(14,255,762	)
Total stockholders’ (deficit)		(1,044,199	)

Total liabilities and stockholders’ (deficit)	$	67,210

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

Players Network

Condensed Statements of Operations

(unaudited)

	For the three months ended June 30,						For the six months ended June 30,
	2007			2006			2007			2006

Revenue:
Network	$	331		$	5,860		$	16,725		$	21,010
Advertising		223			-			1,234			-
Production and other		63,287			30,300			132,447			88,910
Total revenue		63,841			36,160			150,406			109,920

Expenses:
Direct operating costs		70,614			13,935			103,880			92,113
General and administrative		140,462			142,744			245,577			272,396
Salaries, Officers’		175,000			75,000			250,000			150,000
Salaries and wages		28,400			77,067			46,954			109,506
Consulting services		170,328			109,382			297,494			237,109
Consulting services - related party		19,648			95,034			113,690			145,702
Rent expense		19,304			17,318			31,956			37,429
Depreciation and amortization		9,303			9,231			22,935			27,263
Total expenses		633,059			539,711			1,112,486			1,071,518

Net operating (loss)		(569,218	)		(503,551	)		(962,080	)		(961,598	)

Other income (expense):
Interest expense		(18,925	)		(54,650	)		(18,925	)		(72,433	)
Gain (loss) on debt settlement		74,610			(31,000	)		74,610			(31,000	)
Financing costs		(4,687	)		(43,783	)		(27,584	)		(43,783	)
Total other income (expense)		50,998			(129,433	)		28,101			(147,216	)

Net (loss)	$	(518,220	)	$	(632,984	)	$	(933,979	)	$	(1,108,814	)

Weighted average number of
Common shares outstanding – basic and fully diluted		25,409,927			19,770,476			24,501,957			19,676,751

Net (loss) per share – basic and fully diluted	$	(0.02	)	$	(0.03	)	$	(0.04	)	$	(0.06	)

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

Players Network

Condensed Statements of Cash Flows

(unaudited)

	For the Six Months Ended
	June 30,
	2007			2006
Cash flows from operating activities
Net (loss)	$	(933,979	)	$	(1,108,814	)
Adjustments to reconcile net (loss) to net cash used in operating activities
Gain on debt settlements		(74,610	)		-
Bad debts		-			30,000
Depreciation and amortization		22,935			27,263
Stock issued for services		301,516			291,471
Stock issued for services, related party		42,900			43,783
Stock issued for salaries, related party		214,829			77,500
Options and warrants issued for services		210,425			68,202
Amortization of warrants		54,179			-
Amortization of beneficial conversion		27,584			70,143
Decrease (increase) in assets:
Accounts receivable		(10,152	)		(23,876	)
Prepaid expenses and other current assets		(5,635	)		13,783
Increase (decrease) in liabilities:
Accounts payable		(47,261	)		12,274
Accrued expenses		56,564			(34,731	)
Accrued expenses, related party		6,369			113,073
Deferred revenue		40,000			-
Net cash used in operating activities		(94,336	)		(419,929	)

Cash flows from financing activities
Check drawn in excess of available funds		-			21,544
Proceeds from notes payable		12,500			345,000
Proceeds from sale of common stock		67,100			-
Net cash provided by financing activities		79,600			366,544

Net (decrease) in cash		(14,736	)		(53,385	)
Cash – beginning		16,507			53,385
Cash – ending	$	1,771		$	-

Supplemental disclosures:
Interest paid	$	4,245		$	78
Income taxes paid	$	-		$	-

Non-cash transactions:
Stock issued for services	$	301,516		$	291,471
Number of shares issued for services		1,828,165			763,000

Stock issued for services, related party	$	42,900		$	43,783
Number of shares issued for services, related party		266,000			128,773

Stock issued for salaries - related party	$	214,829		$	77,500
Number of shares issued for wages		1,264,647			516,637

Stock options and warrants issued for services	$	210,425		$	68,202
Number of stock options and warrants issued for services		1,310,000			1,010,000

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

PLAYERS NETWORK

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 - Basis of Presentation

The interim condensed 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 interim condensed financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2006 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.

Recently Issued Accounting Standards

In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (SAB 108), to provide guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. Under SAB 108, companies should evaluate a misstatement based on its impact on the current year income statement, as well as the cumulative effect of correcting such misstatements that existed in prior years existing in the current year's ending balance sheet. SAB 108 will become effective for the Company in its fiscal year ending December 31, 2007. The Company is currently evaluating the impact of the provisions of SAB 108 on its financial statements.

In September 2006, the FASB issued SFAS 157, “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair value for both assets and liabilities through a fair value hierarchy and expands disclosure requirements. SFAS 157 is effective for financial statements issued or fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company is evaluating SFAS 157 and has not yet determined the impact the adoption will have on the financial statements.

In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes,” an interpretation of FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a minimum recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition for tax related positions. FIN 48 becomes effective for the Company on January 1, 2007. The Company is evaluating the effect, if any, the adoption of FIN 48 will have on the financial statements and does not expect the adoption to have a material impact on the financial statements.

Reclassifications

Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation.

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

PLAYERS NETWORK

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2 – Going concern

As shown in the accompanying condensed financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $14,255,762, and as of June 30, 2007, the Company’s current liabilities exceeded its current assets by $632,736 and its total liabilities exceeded its total assets by $1,044,199. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 3 - Long Term Debt

Long-term debt consists of the following at June 30, 2007 and 2006, respectively:

	2007		2006
5% unsecured convertible debentures, due in September 2009, convertible into 333,333 shares of common stock at any time prior to maturity based on a conversion price of $0.15 per share. Accrued interest is convertible as well at a conversion price of $0.15 per share.	$	50,000	$	-
5% unsecured convertible debentures, due in August 2009, convertible into 400,000 shares of common stock at any time prior to maturity based on a conversion price of $0.15 per share. Accrued interest is convertible as well at a conversion price of $0.15 per share.		60,000		-
5% unsecured convertible debentures, due in June 2009, convertible into 200,000 shares of common stock at any time prior to maturity based on a conversion price of $0.15 per share. Accrued interest is convertible as well at a conversion price of $0.15 per share.		30,000		-
5% unsecured convertible debentures, due in June 2009, convertible into 100,000 shares of common stock at any time prior to maturity based on a conversion price of $0.15 per share. Accrued interest is convertible as well at a conversion price of $0.15 per share.		15,000		-
5% unsecured convertible debentures, due in June 2009, convertible into 166,667 shares of common stock at any time prior to maturity based on a conversion price of $0.15 per share. Accrued interest is convertible as well at a conversion price of $0.15 per share.		25,000		-
5% unsecured convertible debentures, due in May 2009, convertible into 166,667 shares of common stock at any time prior to maturity based on a conversion price of $0.15 per share. Accrued interest is convertible as well at a conversion price of $0.15 per share.		25,000		-

PLAYERS NETWORK

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 3 - Long Term Debt (continued)

		2007		2006
5% unsecured convertible debentures, due in March 2009, convertible into 571,429 shares of common stock at any time prior to maturity based on a conversion price of $0.35 per share. Accrued interest is convertible as well at a conversion price of $0.35 per share.		200,000		200,000
5% unsecured convertible debentures, due in February 2009, convertible into 71,429 shares of common stock at any time prior to maturity based on a conversion price of $0.35 per share. Accrued interest is convertible as well at a conversion price of $0.35 per share.		25,000		25,000
5% unsecured convertible debentures, due in February 2009, convertible into 71,429 shares of common stock at any time prior to maturity based on a conversion price of $0.35 per share. Accrued interest is convertible as well at a conversion price of $0.35 per share.		25,000		25,000
Unsecured demand note due to a former Officer of the Company. The non interest bearing debt is expected to be repaid in the near term.		7,500		-
Unsecured demand note due to an Officer of the Company. The non interest bearing debt is expected to be repaid in the near term.		5,000		-
Total debt		467,500		250,000
Less: current portion		12,500		-
Long-term debt, less current portion	$	455,000	$	250,000

Accrued interest on the above convertible notes totaled $26,169 at June 30, 2007. As of June 30, 2007 principal and interest on the notes payable are convertible into 2,192,165 shares of common stock.

Interest expense totaled $18,925 and $72,433 for the six months ended June 30, 2007 and 2006, respectively, of which $4,245 and $-0-, respectively was incurred from credit card finance charges and accounts payable finance charges.

The Company has recorded a beneficial conversion feature of $167,952 in connection with the convertible debentures. The resulting discount is being amortized over the term of the debt instruments. Amortization of the beneficial conversion feature was $27,584 at June 30, 2007. This amount has been included in financing costs expense for the six months ended, June 30, 2007.

Note 4 – Related party transactions

In February 2006 the Company granted options to purchase 500,000 shares of its common stock to officers and directors of the Company in exchange for services at an exercise price of $0.50 per share. The estimated value using the Black-Scholes pricing Model was $226,121. In February, 2007, the Company authorized the re-pricing of those options at an exercise price of $0.25 per share. All other terms remained the same. The estimated value using the Black-Scholes pricing Model was $61,642, and has been expensed in the three month period ending March, 31, 2007.

PLAYERS NETWORK

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 4 – Related party transactions (continued)

On January 19, 2007 the Company issued a total of 666,666 shares of common stock to two of its officers for services which had been authorized, but un-issued as of December 31, 2006.

On February 9, 2007 the Company also issued common stock as compensation for services to two of its directors totaling 216,000 shares. The fair value of the common stock was $32,400 at the date of issuance.

On February 9, 2007 the Company authorized the issuance of 250,000 shares of common stock to each of two of its officers for unpaid compensation. The total fair value of the common stock on February 9, 2007 was $75,000. The shares were issued on June 4, 2007.

On April 16, 2007 the Company issued 50,000 shares of common to one of its directors for consulting services. The total fair value of the common stock on April 16, 2007 was $10,500.

On April 16, 2007 the Company granted options to purchase 50,000 shares of its common stock to a director of the Company in exchange for services at an exercise price of $0.28 per share. The estimated value using the Black-Scholes pricing Model was $9,148.

On May 1, 2007 a director of the Company purchased 93,333 shares of common stock at $0.15 per share. The total fair value of the common stock on May 1, 2007 was $14,000.

On June 18, 2007 the board of directors authorized the issuance of 250,000 shares of series A preferred stock to each of two of the Company’s Officers as a compensation bonus. The preferred shares carry preferential voting rights of 25:1 and are convertible to common stock on a 1:1 basis. The total fair value of the common stock on June 18, 2007 was $100,000. The shares had been authorized, but un-issued as of June 30, 2007.

On June 18, 2007 the Company issued 117,647 shares of common stock to an Officer of the Company as payment for compensation. The fair value of the common stock was $17,706 at the date of issuance.

On June 18, 2007 the Company issued 147,000 shares of common stock to an Officer of the Company as payment for compensation. The fair value of the common stock was $22,124 at the date of issuance.

Note 5 – Stockholders’ equity

Preferred stock

The Company designated 2,000,000 shares of its blank check preferred stock as “Series A Preferred Stock” with 25:1 preferential voting rights and a 1:1 conversion into common stock feature.

PLAYERS NETWORK

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 5 – Stockholders’ equity (continued)

Common stock

During the six months ended June 30, 2007, the Company cancelled a total of 200,000 shares of common stock to four different consultants for services which had not been performed as agreed upon.

On January 19, 2007, the Company issued a total of 114,500 shares of common stock to six different consultants for services. These shares were valued at $19,550.

On January 19, 2007, the Company issued a total of 666,666 shares of common stock to two of its officers for services. These shares were valued at $113,333. (See Note 4)

On January 23, 2007, the Company issued a total of 130,000 shares of common stock to two different consultants for services. These shares were valued at $22,100.

On January 26, 2007, the Company issued 20,000 shares of common stock to a consultant for services. These shares were valued at $3,400.

On January 31, 2007, the Company authorized the issuance of a total of 310,715 shares of free trading common stock to two different consultants for professional services rendered. The fair market value of the stock totaled $55,929 and had been expensed as incurred within the three month period ended March, 31, 2007.

On February 9, 2007, the Company authorized the issuance of a total of 405,000 shares of common stock to eight different consultants for services performed. The fair market value of the stock totaled $60,750 and had been expensed as incurred within the three month period ended March, 31, 2007.

On February 9, 2007, the Company also authorized the issuance of common stock as compensation for services to two of its directors totaling 216,000 shares. The fair value of the common stock was $32,400.

On February 9, 2007, the Company authorized the issuance of 110,715 shares of free trading common stock to a consultant for professional services rendered. The fair market value of the stock totaled $16,607 and had been expensed as incurred within the three month period ended March, 31, 2007.

On February 9, 2007, the Company issued 55,000 shares of free trading common stock to a consultant for services rendered. The fair market value of the stock totaled $8,250 and had been expensed as incurred within the three month period ended March, 31, 2007.

On February 9, 2007, the Company authorized the issuance of a total of 500,000 shares of common stock to two of its officers for unpaid compensation. The total fair value of the common stock on February 9, 2007 was $75,000. (See Note 4)

On February 12, 2007, the Company issued 20,000 shares of common stock to a consultant for services. These shares were valued at $4,000.

During the three months ending June 30, 2007, the Company sold 447,333 shares of common stock, and warrants to purchase another 447,333 shares at exercise prices ranging from $0.15 to $0.25 per share, to a total of six accredited investors for $67,100.

PLAYERS NETWORK

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 5 – Stockholders’ equity (continued)

During the three months ending June 30, 2007 the Company authorized and issued 557,500 shares of unrestricted S-8 common stock to twelve different individuals for services performed. The common stock was valued at a total of $79,900.

During the three months ending June 30, 2007 the Company authorized and issued 703,882 shares of restricted section 144, common stock to twelve different individuals for services performed. The common stock was valued at a total of $130,409.

Note 6 – Stock options and warrants

Options and Warrants Granted

In February 2006, the Company granted options to purchase 500,000 shares of its common stock to officers and directors of the Company in exchange for services at an exercise price of $0.50 per share. The estimated value using the Black-Scholes pricing Model was $226,121. In February, 2007, the Company authorized the re-pricing of those options at an exercise price of $0.25 per share. All other terms remained the same. The estimated value using the Black-Scholes pricing Model was $61,642, and has been expensed in the three month period ending March, 31, 2007.

On April 2, 2007 the Company granted 100,000 warrants to an investor as part of a subscription agreement in which the investor purchased 100,000 shares of common stock for $15,000. The warrants are exercisable for twenty four months from the date of issuance at a strike price of $0.25 per share.

On April 3, 2007, the Company granted 250,000 stock options to an attorney for professional services rendered. The options are exercisable until April 3, 2009 at an exercise price of $0.25 per share. The estimated value using the Black-Scholes pricing Model was $24,119.

On April 3, 2007, the Company granted 60,000 stock options to a consultant for services rendered. The options are exercisable until April 3, 2010 at an exercise price of $0.25 per share. The estimated value using the Black-Scholes pricing Model was $6,491.

On April 3, 2007, the Company granted 650,000 stock options to a consultant for services rendered. The options are exercisable until April 3, 2010 at an exercise price of $0.50 per share. The estimated value using the Black-Scholes pricing Model was $67,521.

On April 11, 2007 the Company granted 34,000 warrants to an investor as part of a subscription agreement in which the investor purchased 34,000 shares of common stock for $5,100. The warrants are exercisable for twenty four months from the date of issuance at a strike price of $0.25 per share.

On April 16, 2007, the Company granted 50,000 stock options to a Director for services rendered. The options are exercisable until April 16, 2010 at an exercise price of $0.28 per share. The estimated value using the Black-Scholes pricing Model was $9,148.

PLAYERS NETWORK

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 6 – Stock options and warrants (continued)

On April 16, 2007, the Company granted 300,000 stock options to a consultant for services rendered. The options are exercisable until May 16, 2008 at an exercise price of $0.28 per share. The estimated value using the Black-Scholes pricing Model was $41,504.

On April 16, 2007 the Company granted 250,000 stock options to a consultant for services performed under a new communications contract. The options were earned and vested on June 30, 2007 and are exercisable until June 30, 2010 at an exercise price of $0.30 per share. The estimated value using the Black-Scholes pricing Model was $56,485 and is being amortized over the remaining 9 and a half month life of the contract.

On April 16, 2007 the Company granted 50,000 stock options to a consultant as a finder’s fee for the communications contract. The options were earned and vested on June 30, 2007 and are exercisable until June 30, 2009 at an exercise price of $0.30 per share. The estimated value using the Black-Scholes pricing Model was $9,821 and is being amortized over the remaining 9 and a half month life of the contract.

On April 21, 2007 the Company granted 50,000 warrants to an investor as part of a subscription agreement in which the investor purchased 50,000 shares of common stock for $7,500. The warrants are exercisable for twenty four months from the date of issuance at a strike price of $0.25 per share.

On May 1, 2007 the Company granted 93,333 warrants to an investor as part of a subscription agreement in which the investor purchased 93,333 shares of common stock for $14,000. The warrants are exercisable for twenty four months from the date of issuance at a strike price of $0.25 per share.

On May 17, 2007 the Company granted 70,000 warrants to an investor as part of a subscription agreement in which the investor purchased 70,000 shares of common stock for $10,500. The warrants are exercisable for twenty four months from the date of issuance at a strike price of $0.15 per share.

On May 22, 2007 the Company granted 100,000 warrants to an investor as part of a subscription agreement in which the investor purchased 100,000 shares of common stock for $15,000. The warrants are exercisable for twenty four months from the date of issuance at a strike price of $0.25 per share.

Options and Warrants Cancelled

During the three months ended March 31, 2007, the Company cancelled 200,000 options that were outstanding at December 31, 2006. The cancellation of the options had no impact on the current period operations.

Options and Warrants Expired

During the three months ended June 30, 2007, 576,670 options that were outstanding as of December 31, 2006 expired. The expiration of the options had no impact on the current period operations.

Options and Warrants Exercised

No options were exercised during the six month period ended June 30, 2007.

PLAYERS NETWORK

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 6 – Stock options and warrants (continued)

The following is a summary of information about the Stock Options and Warrants outstanding at June 30, 2007.

		Shares Underlying Options and Warrants Outstanding						Shares Underlying Options and Warrants Exercisable
	Range of Exercise Prices	Shares Underlying Options Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Shares Underlying Options Exercisable		Weighted Average Exercise Price
$	0.15 - 0.78		5,697,499		1.58 years	$	0.30		5,697,499	$	0.30

The fair value of each option and warrant 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:

	2007			2006

Average risk-free interest rates		5.07	%		5.25	%
Average expected life (in years)		2			2
Volatility		194	%		168	%

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 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 2007 and 2006, there were no options granted with an exercise price below the fair value of the underlying stock at the grant date.

The weighted average fair value of options and warrants granted with exercise prices at the current fair value of the underlying stock during the six months ended June 30, 2007 was approximately $0.34 per option, or warrant.

The following is a summary of activity of outstanding stock options under the 2004 Stock Option Plan:

	Number Of Shares			Weighted Average Exercise Price
Balance, December 31, 2006		4,411,836		$	0.32
Options cancelled		(200,000	)		(0.25	)
Options expired		(576,670	)		(0.56	)
Options vested during the period		2,062,333			0.34

Balance, June 30, 2007		5,697,499			0.30

Exercisable, June 30, 2007		5,697,499		$	0.30

PLAYERS NETWORK

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 7 – Subsequent events

Stock issuances

On July 20, 2007 the Company sold 1,250,000 shares of common stock, and warrants to purchase another 1,250,000 shares at $0.25 per share, to an accredited investor for $250,000.

On July 26, 2007 the Company issued 34,000 shares of restricted "144" common stock for services rendered as part of a consulting agreement.

On July 30, 2007 the Company entered into a consulting agreement and authorized the issuance of 120,000 shares of restricted “144” common stock as compensation, as well as the authorization of an additional 120,000 shares of unrestricted “S-8” common stock.

Stock Options

On July 23, 2007, the Company granted 25,000 stock options to a consultant for commissions rendered. The options are exercisable until July 23, 2010 at an exercise price of $0.30 per share.

On July 23, 2007, the Company granted 50,000 stock options to an employee as a bonus for services rendered. The options are exercisable until July 23, 2010 at an exercise price of $0.30 per share.

On July 23, 2007, the Company granted 10,000 stock options to a consultant for services rendered. The options are exercisable until July 23, 2009 at an exercise price of $0.30 per share.

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:

·	our current lack of working capital;

·	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;

·	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;

·	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

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, 2006.

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Overview and Outlook

Players Network was incorporated in the State of Nevada in March of 1993. For most of its existence, the Company has owned and operated a digital 24-hour entertainment network called “PLAYERS NETWORK,” which specialized in producing television programming to serve the gaming industry and was designed to educate new players and promote casino games and activities. Until 2006, the Company distributed its programming exclusively through a single customized private cable channel broadcast directly into the guestrooms of casino and non-casino hotels in Las Vegas and Atlantic City.

In 2005, the Company realigned its focus away from its private network strategy toward a highly distributed business-to-consumer digital network strategy. We began implementing this strategy by seeking partners to broadcast our programming through new distribution channels, including Video on Demand (VOD) Television, broadband internet, and mobile devices such as cell phones and PDA’s. In 2006, we entered into distribution agreements with Comcast Communications, Yahoo, Google and Google.UK, we’ve recently added TIVO and You Tube to our family of broadcast partners.

Through these new distribution channels, the Company can deliver live and taped original television series, radio programs, information segments and interactive content. We intend to expand our programming to include popular poker programs, reality shows, game shows, documentaries, talk shows and special events on the gaming lifestyle.

In 2006, we generated revenues primarily from three sources: fees generated from the leasing of our production facilities in Las Vegas, Nevada, advertising revenues and content licensing fees. As we implement our strategy, we expect revenues from advertising and content licensing to increase.

In April 2007, the Company entered into a one-year distribution agreement with TIVO, which will provide the Company with a minimum of 585,000 set top boxes to deliver the Company’s programming. Any revenue to be received by the Company will be from sales of advertising.

During January of 2007 the Company entered into an agreement with High Speed Motor Sports Inc. to co-develop existing video footage involving Vintage Drag Racing. Pursuant to the agreement, High Speed Motor Sports is obligated to contribute $45,000 toward development costs and the Company is obligated to contribute development services. In addition, the two companies will share equally in any proceeds from future sales, or television revenues. High Speed Motor Sports paid $22,500 to Players Network on January 23, 2007 to fund the project. The Company has recorded the funds received to date as a liability until development is completed.

As we continue to expand our business and implement our business strategy, our current monthly cash flow requirements will exceed our near term cash flow from operations. The Company's business plan will require substantial additional and ongoing content production and programming development, which will require the Company to incur significant production and development costs, including related services such as writing, directing, production, and post-production services. Most of these services are provided to the Company by free-lance consultants. Our available cash resources and anticipated cash flow from operations are insufficient to satisfy our anticipated costs associated with new product development. There can be no assurance that we will be able to generate sufficient cash from operations in future periods to satisfy our capital requirements. Therefore, we will have to continue to rely on external financing activities, including the sale of our equity securities, to satisfy our capital requirements for the foreseeable future. Due, in part, to our lack of historical earnings, our prior success in attracting additional funding has been limited to transactions in which our equity is used as currency. In light of the availability of this type of financing, and the lack of alternative proposals, our board of directors has determined that the continued use of our equity for these purposes may be necessary if we are to sustain operations. Equity financings of the type we have been required to pursue are dilutive to our stockholders and may adversely impact the market price for our shares. However, we have no commitments for borrowings or additional sales of equity, the precise terms upon which we may be able to attract additional funding is not known at this time, and there can be no assurance that we will be successful in consummating any such future financing transactions on terms satisfactory to us, or at all.

Results of operations for the three months ended June 30, 2007 and 2006

		For the three months ended June 30,						Increase /
		2007			2006			(Decrease)
Revenues	$	63,841		$	36,160		$	27,681

Direct operating costs		70,614			13,935			56,679
General and administrative expenses		140,462			142,744			(2,282	)
Salaries and wages		203,400			152,067			51,333
Consulting services		189,976			204,416			(14,440	)
Rent		19,304			17,318			1,986
Depreciation and amortization		9,303			9,231			72
Total operating expenses		633,059			539,711			93,348

Net operating (loss)		(569,218	)		(503,551	)		(65,667	)
Total other income (expense)		50,998			(129,433	)		180,431

Net (loss)	$	(518,220	)	$	(632,984	)	$	(114,764	)

Revenues:

During the three months ended June 30, 2007, we received revenues primarily from three sources - licensing fees from our private networks and the sale of in-home media, advertising fees, and third party programming and production fees. Aggregate revenues for the three months ended June 30, 2007 increased to $63,841compared to $36,160 for the three months ended June 30, 2006, an increase of $27,681, or approximately 77%. Revenues increased due to the increase of production revenues generated from the distribution of our video content via DVD sales, and additional production revenues from the sale of video covering photo shoots and other special events.

Direct operating costs:

Direct operating costs were $70,614 for the three months ended June 30, 2007 compared to $13,935 for the same period in 2006, an increase of $56,679 or approximately 400% primarily related to our increased development of video content needed to fill our programming for the additional distribution vehicles, such as, TIVO and You Tube.

General and administrative:

General and administrative expenses were $140,462 for the three months ended June 30, 2007 compared to $142,744 for the three months ended June 30, 2006, a decrease of $2,282 or approximately 2%. General and administrative expenses were comprised of approximately $40,400 in professional fees, $7,300 in utilities expenses, $9,000 in insurance expenses, $2,600 in marketing fees, $32,200 in casual labor and commissions related to the sound stage rentals, $28,000 in payroll taxes, $1,700 in employee benefits, and approximately $19,300 related to miscellaneous office costs. Approximately 60% of general and administrative expenses were paid through the issuance of shares of the Company’s common stock. The Company recorded these non-cash expenses at the fair value of the common stock issued for services.

Salaries and wages:

Salaries and wages expense was $203,400 for the quarter ended June 30, 2007 compared to $152,067 for the quarter ended June 30, 2006, an increase of $51,333 or approximately 34% was due to officer bonuses paid in preferred stock. The Company recorded non-cash expenses for salaries and wages of $139,829 in the quarter ended June 30, 2007. Non-cash expenses consisted of the value of common stock, recorded at fair value, issued to Mr. Bradley and Mr. Berk in the amount of $39,829, as well as, $100,000 of preferred stock, recorded at fair value, issued to Mr. Bradley and Mr. Berk.

Consulting services:

Consulting services expense was $189,976 for the quarter ended June 30, 2007 compared to $204,416 for the quarter ended June 30, 2006, a decrease of $14,440 or approximately 7%. The decrease in consulting services was primarily due to the Company’s Officers handling more of the tasks that were previously delegated to outside consultants. During the quarter ended June 30, 2007, the Company recorded non-cash expenses for consulting services totaling $170,479. The non-cash expenses consisted of the value of common stock, recorded at fair value, issued to service providers.

Rent:

Rent expense was $19,304 for the quarter ended June 30, 2007 compared to $17,318 for the quarter ended June 30, 2006, an increase of $1,986 or 11%. Rent expense Increased for the quarter ended June 30, 2007 due to late charges and penalties.

Depreciation and amortization:

Depreciation and amortization expense was $9,303 for the quarter ended June 30, 2007 compared to $9,231for the six months ended June 30, 2006, a increase of $72 or approximately 1%.

Net operating loss:

Net operating loss for the quarter ended June 30, 2007 was $569,218 compared to a net operating loss of $503,551 for the quarter ended June 30, 2006, an increase of $65,667 or 13% as a result of the Company's increased content production and programming development, and bonuses awarded to Company Officers.

Other income (expense):

Other income (expense) consisted of $50,998 of other income for the three months ended June 30, 2007 compared to $(129,433) of other expenses for the same period in 2006, an increase of $180,431 or approximately 412% primarily related to a gain on settlement of certain debts in the amount of $74,610 during 2007 compared to a loss of $31,000 recognized in 2006, and reductions in interest expense and financing costs related to financing activities.

Net loss:

The net loss for the quarter ended June 30, 2007 was $518,220 or approximately ($0.02) per share compared to a net loss of $632,984 for the quarter ended June 30, 2006, or approximately ($0.03) per share, a decrease in net loss of $114,764. Net loss decreased primarily due to the debt forgiveness income of $74,610 and reductions in interest expense and financing costs related to financing activities.

Results of operations for the six months ended June 30, 2007 and June 30, 2006

		For the six months ended June 30,						Increase /
		2007			2006			(Decrease)
Revenues	$	150,406		$	109,920		$	40,486

Direct operating costs		103,880			92,113			11,767
General and administrative expenses		245,577			272,396			(26,819	)
Salaries and wages		296,954			259,506			37,448
Consulting services		411,184			382,811			28,373
Rent		31,956			37,429			(5,473	)
Depreciation and amortization		22,935			27,263			(4,328	)
Total operating expenses		1,112,486			1,071,518			40,968

Net operating (loss)		(962,080	)		(961,598	)		(482	)
Total other income (expense)		28,101			(147,216	)		175,317

Net (loss)	$	(933,979	)	$	(1,108,814	)	$	(174,835	)

Revenues:

During the six months ended June 30, 2007, we received revenues primarily from three sources - licensing fees from our private networks and the sale of in-home media, advertising fees, and third party programming and production fees. Aggregate revenues for the six months ended June 30, 2007 increased to $150,406 compared to $109,920 for the six months ended June 30, 2006, an increase of $40,486, or approximately 37%. Revenues increased due to the increase of production revenues generated from the distribution of our video content via DVD sales, and additional production revenues from the sale of video covering photo shoots and other special events.

Direct operating costs:

Direct operating costs were $103,880 for the six months ended June 30, 2007 compared to $92,113 for the same period in 2006, an increase of $11,767 or approximately 13% primarily related to our increased development of video content needed to fill our programming for the additional distribution vehicles, such as, TIVO and You Tube.

General and administrative:

General and administrative expenses were $245,577 for the six months ended June 30, 2007 compared to $272,396 for the six months ended June 30, 2006, a decrease of $26,819 or approximately 10%. General and administrative expenses were comprised of approximately $75,000 in professional fees, $15,300 in utilities expenses, $11,500 in insurance expenses, $3,800 in marketing fees, $54,600 in casual labor and commissions related to the sound stage rentals, $45,200 in payroll taxes, $4,300 in employee benefits, and approximately $35,900 related to miscellaneous office costs. Approximately 50% of general and administrative expenses were paid through the issuance of shares of the Company’s common stock. The Company recorded these non-cash expenses at the fair value of the common stock issued for services.

Salaries and wages:

Salaries and wage expense was $296,954 for the six months ended June 30, 2007 compared to $259,506 for the six months ended June 30, 2006, an increase of $37,448 or approximately 14% was due to officer bonuses paid in preferred stock. The Company recorded non-cash expenses for salaries and wages of $214,829 in the six months ended June 30, 2007. Non-cash expenses consisted of the value of common stock, recorded at fair value, issued to Mr. Bradley and Mr. Berk in the amount of $114,829, as well as, $100,000 of preferred stock, recorded at fair value, issued to Mr. Bradley and Mr. Berk.

Consulting services:

Consulting services expense was $411,184 for the six months ended June 30, 2007 compared to $382,811 for the six months ended June 30, 2006, an increase of $28,373 or approximately 7%. The increase in consulting services resulted primarily from an increase in content production and programming development, which are primarily provided by free-lance consultants. During the six months ended June 30, 2007, the Company recorded non-cash expenses for consulting services totaling $344,415. The non-cash expenses consisted of the value of common stock, recorded at fair value, issued to service providers.

Rent:

Rent expense was $31,956 for the six months ended June 30, 2007 compared to $37,429 for the six months ended June 30, 2006, a decrease of $5,473 or 15%. Rent expense decreased for the six months ended June 30, 2007 due to the timing of rental payments.

Depreciation and amortization:

Depreciation and amortization expense was $22,935 for the six months ended June 30, 2007 compared to $27,263 for the six months ended June 30, 2006, a decrease of $4,328 or approximately 16% due to the nature of the assets reaching the end of their useful lives.

Net operating loss:

Net operating loss for the six months ended June 30, 2007 was $962,080 compared to a net operating loss of $961,598 for the quarter ended June 30, 2006, a decrease of $482 or 0%.

Other income (expense):

Other income (expense) consisted of $28,101 of other income for the six months ended June 30, 2007 compared to $(147,216) of other expenses for the same period in 2006, an increase of $175,317 or approximately 400% primarily related to a gain on settlement of certain debts in the amount of $74,610 during 2007 compared to a loss of $31,000 recognized in 2006, and reductions in interest expense and financing costs related to financing activities.

Net loss:

The net loss for the six months ended June 30, 2007 was $933,979 or approximately ($0.04) per share compared to a net loss of $1,108,814 for the six months ended June 30, 2006, or approximately ($0.06) per share, a decrease in net loss of $174,835. Net loss decreased primarily due to the debt forgiveness income of $74,610 and reductions in interest expense and financing costs related to financing activities.

OPERATION PLAN

During the next twelve months we plan to continue to focus our efforts on building our library of video content that will enable us to expand our relationships with existing communication companies and allow us to seek new relationships as well. We will also focus on aggressively marketing our content to secure advertising revenue from the growing video on demand market, and internet based vehicles, such as You Tube.

We are also actively pursuing new and innovative uses for our sound stage. It is our goal to keep the sound stage rentals at full occupancy over the next twelve months.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes total assets, accumulated deficit, stockholders’ equity and working capital at June 30, 2007 compared to June 30, 2006.

	June 30,
	2007			2006
Total assets	$	67,210		$	45,866

Accumulated deficit		(14,255,762	)		(12,276,137	)

Stockholders’ deficit		(1,044,199	)		(663,635	)

Working capital deficit	$	(632,736	)	$	(412,370	)

Our principal source of operating capital has been provided from private sales of our common stock, revenues from operations, and, to a limited extent, debt financing. At June 30, 2007, we had a negative working capital position of approximately $(632,736). 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 capital expenditure and working capital needs. We do not now 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 expect that the additional financing will (if available) take the form of a private placement of equity, although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an on-going effort to locate sources of additional funding, without which we will not be able to remain a viable entity. No financing arrangements are currently under contract, and there are no assurances that we will be able to obtain adequate financing. If we are able to obtain the financing required to remain in business, eventually achieving operating profits will require substantially increasing revenues or drastically reducing expenses from their current levels or both. If we are able to obtain the required financing to remain in business, future operating results depend upon a number of factors that are outside of our control.

To conserve on the Company's capital requirements, the Company has issued shares in lieu of cash payments to employees and outside consultants, and the Company expects to continue this practice in fiscal 2007. In the quarter ended June 30, 2007, the Company issued 3,709,978 shares of common stock valued at $559,245 in lieu of cash payments to employees and outside consultants. The Company is not in a position currently to determine an approximate number of shares that the Company may issue for the preceding purpose in fiscal 2007.

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.

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. However, we have incurred recurring net losses of $632,984in 2006 and $518,220in the quarter ended June 30, 2007, and we have an accumulated deficit of $14,255,762and a working capital deficit of $(632,736) as of June 30, 2007. In order to obtain the necessary capital, we will need to raise additional funds. There are no assurances that we will be successful in raising additional capital, without which it would be unlikely for us to continue as a going concern.

The financial statements include adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Critical Accounting Policies and 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 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 stage rentals, advertising sales, sponsorships, content licensing, and Pay Per view 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, Sponsorship revenues are recognized when an entity sponsors the production of a show or specific content. Pay Per View revenues will be recognized when a viewer purchases the event to watch or participate in a live or pre taped television or web event. Content licensing is recognized when a customer purchases the right to use the company’s content in a specific market or on a specific platform.

Stock-based compensation

In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which 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. The Company adopted SFAS No. 123 (R) during the fourth quarter of 2005. Stock issued for services and compensation totaled $980,588 and $2,580,910 for the years ended December 31, 2006 and 2005, respectively.

FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATION

Risks 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, 2006 and 2005, we sustained net losses of $2,154,460 and $3,469,568, respectively. At June 30, 2007 we had a working capital deficit of $632,736. 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 2007. 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.

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 the Company; (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 the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’ 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.

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. In 2006, we broadened 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.

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, if we have one more late filing within the next two years we will be in jeopardy of losing our eligibility for quotation on the OTC Bulletin Board, which could severely adversely affect the market liquidity for our securities 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:

·	Deliver to the customer, and obtain a written receipt for, a disclosure document;

·	Disclose certain price information about the stock;

·	Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

·	Send monthly statements to customers with market and price information about the penny stock; and

·	In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

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 June 30, 2007, 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 June 30, 2007, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

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

Item 1. Legal Proceedings

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

Recent Sales of Unregistered Securities

On July 20, 2007 the Company sold 1,250,000 shares of common stock, and warrants to purchase another 1,250,000 shares at $0.25 per share, to an accredited investor for $250,000.

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.

Stock Options

On July 23, 2007, the Company granted 25,000 stock options to a consultant for commissions rendered. The options are exercisable until July 23, 2010 at an exercise price of $0.30 per share.

On July 23, 2007, the Company granted 50,000 stock options to an employee as a bonus for services rendered. The options are exercisable until July 23, 2010 at an exercise price of $0.30 per share.

On July 23, 2007, the Company granted 10,000 stock options to a consultant for services rendered. The options are exercisable until July 23, 2009 at an exercise price of $0.30 per share.

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.

Item 5. Other Information

Item 6. Exhibits

31.	Certification of Mark Bradley, CEO and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act

32.	Certification of Mark Bradley, CEO and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act

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.

PLAYERS NETWORK
(Registrant)


By:	/s/ Mark Bradley Mark Bradley, Chief Executive Officer
	(Principal Executive Officer and
	Principal Accounting Officer)
	Date: August 13, 2007