Players Network
Condensed Balance Sheet
(unaudited)

 

		September 30,
		2007
Assets
Current assets:
Cash		$	51,023
Accounts receivable, net of allowance
for doubtful accounts of $32,947			2,950
Prepaid expense			575
Total current assets			54,548
Fixed assets, net of accumulated depreciation of $13,855			6,973
		$	61,521
Liabilities and Stockholders' Equity
Current liabilities:
Deferred revenues		$	36,667
Accounts payable			331,648
Accrued expenses			285,635
Current maturities of long term debt			7,500
Total current liabilities			661,450
Long term debt			430,000
Stockholders' (deficit):
Preferred stock, $0.001 par value, 2,000,000 shares authorized; no shares issued and outstanding			-
Preferred stock owed but not issued, (800,000 shares)			800
Common stock, $0.001 par value, 150,000,000 shares authorized; 28,402,831 shares issued and outstanding			28,403
Additional paid-in capital			13,958,354
Unamortized share based compensation			(159,743	)
Unamortized beneficial conversion feature of long term debt			(98,497	)
Accumulated (deficit)			(14,759,246	)
			(1,029,929	)
		$	61,521

 

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

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Players Network

Condensed Statements of Operations

(unaudited)

  

		For the Three Months Ended						For the Nine Months Ended
		September 30,						September 30,
		2007			2006			2007			2006
Revenue
Network		$	39,764		$	5,860		$	57,723		$	21,010
Production and other			49,995			78,854			182,442			173,084
Total revenue			89,759			84,714			240,165			194,094
Expenses:
Direct operating costs			92,727			58,647			256,241			150,760
General and administrative expenses			93,254			38,847			279,197			311,243
Officer salaries and wages			135,000			75,000			385,000			225,000
Salaries and wages			23,211			67,038			70,165			176,544
Consulting services			166,528			158,411			464,022			406,770
Consulting services, related party			5,000			40,991			118,690			186,693
Rent			18,803			16,875			50,759			43,054
Depreciation and amortization			5,087			4,832			28,022			32,095
Total operating expenses			539,610			460,641			1,652,096			1,532,159
Net operating (loss)			(449,851	)		(375,927	)		(1,411,931	)		(1,338,065	)
Other income (expense):
Interest expense			(8,364	)		(66,310	)		(27,289	)		(138,743	)
Gain (loss) on disposal of fixed assets			(31,477	)		-			(31,477	)		-
Gain (loss) on debt settlement			-			(14,628	)		74,610			(45,628	)
Financing costs			(13,792	)		-			(41,376	)		(43,783	)
Total other income (expenses)			(53,633	)		(80,938	)		(25,532	)		(228,154	)
Net (loss)		$	(503,484	)	$	(456,865	)	$	(1,437,463	)	$	(1,566,219	)
Weighted average number of common shares outstanding - basic and fully diluted			27,561,728			21,179,762			25,533,089			20,060,715
Net (loss) per share - basic & fully diluted		$	(0.02	)	$	(0.02	)	$	(0.06	)	$	(0.08	)

 

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

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Players Network
Condensed Statements of Cash Flows
(unaudited)

 

		For the nine months ended
		Septmeber 30,
		2007			2006
Cash flows from operating activities
Net (loss)		$	(1,437,463	)	$	(1,566,219	)
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
Bad debts			-			46,628
Loss on disposal of fixed assets			31,477			-
Gain on debt settlements			(74,610	)		-
Depreciation and amortization expense			28,022			32,095
Stock issued for services			368,515			379,326
Stock issued for services, related party			47,900			176,544
Stock issued for wages, related party			274,829			-
Options and warrants issued for services			266,681			38,778
Amortization of warrants			88,211			5,005
Amortization of beneficial conversion feature			41,376			133,476
Decrease (increase) in assets:
Accounts receivable			1,300			3,890
Prepaid expenses and other current assets			1,290			13,783
Increase (decrease) in liabilities:
Accounts payable			(90,578	)		53,139
Accrued expenses			266,030			(8,149	)
Accrued expenses, related party			(144,831	)		138,220
Deferred revenues			36,667			-
Net cash (used in) operating activities			(295,184	)		(553,484	)
Cash flows from financing activities
Proceeds from sale of common stock			322,200			52,500
Proceeds from long term debt			12,500			455,000
Repayments of long term debt			(5,000	)		-
Net cash provided by financing activities			329,700			507,500
Net increase in cash			34,516			(45,984	)
Cash - beginning			16,507			53,385
Cash - ending		$	51,023		$	7,401
Supplemental disclosures:
Interest paid		$	5,532		$	1,176
Income taxes paid		$	-		$	-
Non-cash transactions:
Stock issued for services		$	368,515		$	379,326
Number of shares issued for services			2,437,165			1,173,000
Stock issued for services, related party		$	47,900		$	176,544
Number of shares issued for services, related party			291,000			706,666
Stock issued for wages, related party		$	274,829		$	-
Number of shares issued for wages			1,264,647			-
Stock options and warrants issued for services		$	266,681		$	43,783
Number of stock options and warrants issued for services			2,075,000			1,240,000

 

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

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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.

 

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.

 

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 ($14,759,246), and as of September 30, 2007, the Company’s current liabilities exceeded its current assets by $606,902 and its total liabilities exceeded its total assets by $1,029,929. 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 September 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 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			-
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			-
Total debt			437,500			250,000
Less: current portion			7,500			-
Long-term debt, less current portion		$	430,000		$	250,000

 

5

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Future maturities of long-term debt are as follows as of June 30, 2007:

2007		$	7,500
2008			-
2009			430,000
2010			-
2011			-
Thereafter			-
		$	437,500

Accrued interest on the above convertible notes totaled $30,284 at September 30, 2007. As of September 30, 2007 principal and interest on the notes payable are convertible into 2,040,925 shares of common stock.

Interest expense totaled $27,289 and $138,743 for the nine months ended September 30, 2007 and 2006, respectively, of which $5,532 and $1,640, 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 $41,376 for the nine months ended September 30, 2007. This amount has been included in financing costs expense for the nine months ended, September 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.

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.

6

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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 September 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.

On September 18, 2007 the board of directors authorized the issuance of 150,000 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 September 18, 2007 was $60,000. The shares had been authorized, but un-issued as of September 30, 2007. These shares were issued on October 7, 2007.

 

 

Note 5 - Stockholders’ equity

During the nine months ended September 30, 2007, the Company cancelled a total of 225,000 shares of common stock to five 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 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. These shares are un-issued as of March 31, 2007. (See Note 4)

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.

7

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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.

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.

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 September 30, 2007. These shares were issued on October 7, 2007.

On July 20, 2007 the Company sold 1,250,000 shares of common stock, and warrants to purchase another 1,250,000 shares at $0.20 per share, to an accredited investor for $250,000.

On July 24, 2007, 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.

On July 26, 2007 the Company sold 34,000 shares of common stock, and warrants to purchase another 34,000 shares at $0.15 per share, to an individual investor for $5,100.

On July 30, 2007 the Company entered into a consulting agreement for 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 which were subsequently issued in August. These shares were valued at $18,000 and $27,000, respectively.

On September 18, 2007 the board of directors authorized the issuance of 150,000 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 September 18, 2007 was $60,000. The shares had been authorized, but un-issued as of September 30, 2007.

On September 18, 2007 the Company authorized and issued 110,000 shares of restricted section 144, common stock to five different individuals for services performed. The common stock was valued at a total of $22,000.

On September 18, 2007 the Company authorized and issued 100,000 shares of restricted section 144, common stock to an investor relation company as part of an agreement that also called for the contribution of another 100,000 shares from a significant shareholder. The 100,000 shares of common stock were recorded as donated capital and valued at $20,000. The other 100,000 shares of common stock were also valued at $20,000. The entire expense of $40,000 is being amortized over the 4 month life of the agreement, and $5,000 was expensed in the three months ending September 30, 2007.

On September 18, 2007 the Company authorized and issued 150,000 shares of unrestricted S-8 common stock for future legal services. The common stock was valued at a total of $30,000 and will be amortized as the services are performed.

On September 18, 2007 the Company issued 177,169 shares of restricted section 144, common stock to a note holder per the conversion terms of the convertible promissory note. The shares were exchanged for $25,000 of principal and $1,575 of accrued interest.

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.

8

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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.

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 nine 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.

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. The estimated value using the Black-Scholes Pricing Model was $4,957.

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. The estimated value using the Black-Scholes Pricing Model was $9,913.

9

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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. The estimated value using the Black-Scholes Pricing Model was $9,913.

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. The estimated value using the Black-Scholes Pricing Model was $1,790.

On July 24, 2007, the Company granted 250,000 stock options as part of a consulting agreement for services rendered. The options are exercisable until July 24, 2010 at an exercise price of $0.30 per share. The estimated value using the Black-Scholes Pricing Model was $37,829 and is being amortized over the remaining eight and a half month life of the contract.

On September 24, 2007, the Company granted 50,000 cashless stock options to a consultant for services rendered. The options are exercisable until September 23, 2010 at an exercise price of $0.25 per share. The estimated value using the Black-Scholes Pricing Model was $8,245.

On September 24, 2007, the Company granted 50,000 cashless stock options to an employee as a bonus for services rendered. The options are exercisable until September 23, 2010 at an exercise price of $0.25 per share. The estimated value using the Black-Scholes Pricing Model was $8,245.

On September 24, 2007, the Company granted 30,000 cashless stock options to an employee as a bonus for services rendered. The options are exercisable until September 23, 2010 at an exercise price of $0.25 per share. The estimated value using the Black-Scholes Pricing Model was $4,947.

On September 24, 2007, the Company granted 50,000 cashless stock options to a director for services rendered. The options are exercisable until September 23, 2010 at an exercise price of $0.25 per share. The estimated value using the Black-Scholes Pricing Model was $8,245.

On September 24, 2007, the Company granted 200,000 stock options as part of a consulting agreement for services rendered. The options are exercisable until September 23, 2008 at an exercise price of $0.20 per share. The estimated value using the Black-Scholes Pricing Model is $24,640 and is being amortized over the four month life of the agreement.

Options and Warrants Cancelled

During the nine months ended September 30, 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 nine months ending September 30, 2007, 918,336 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 nine month period ended September 30, 2007.

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

 

Shares Underlying

Shares Underlying Options and Warrants Outstanding

Options and Warrants Exercisable

Weighted

Shares

Average

Weighted

Shares

Weighted

Underlying

Remaining

Average

Underlying

Average

Range of

Options

Contractual

Exercise

Options

Exercise

Exercise Prices

Outstanding

Life

Price

Exercisable

Price

$0.15 - 0.78

7,404,833

2.57 years

$

0.29

7,404,833

$

0.29

 

10

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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
Average 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 nine months ending September 30, 2007 was approximately $0.44 per option, or warrant.

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

					Weighted
					Average
		Number			Exercise
		Of Shares			Price
Balance, December 31, 2006			4,411,836		$	0.32
Options cancelled			(200,000	)		(0.25	)
Options expired			(918,336	)		(0.44	)
Options vested during the period			4,111,333			0.30
Balance, September 30, 2007			7,404,833			0.29
Exercisable, September 30, 2007			7,404,833		$	0.29

Note 7 - Subsequent events

 

Stock issuances

On October 7, 2007 the Company issued 400,000 of series A preferred stock to each of two of the Company’s Officers. The compensation expense had been previously recorded and the shares were presented as authorized and un-issued as of September 30, 2007.

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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.

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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, In 2007, we entered into agreements with TIVO and You Tube.

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 through which the Company’s programming can be delivered. Any revenue to be received by the Company will be from sales of advertising.

During January 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.

 

In 2007 Players Network plans to continue focusing the Company’s efforts on building its proprietary library of original Las Vegas and Gaming Lifestyle video content, which will enable Players Network to continue supplying its current distribution platforms on Television, Internet Broadband, and other digital platforms, with high-quality, original content, while continuing to expand its worldwide distribution to new platforms and thereby increase its viewership, leading to increased value for Players Network advertisers. Players Network will also continue to aggressively market its content in order to secure increased advertising revenue from the rapidly growing Video On Demand (VOD) market, and internet based distribution vehicles, such as YouTube.

Players Network will also continue to actively pursue new and innovative uses for its sound stage both as an in-house venue for its own productions, and rental stage for other productions. It is Players Network’s goal to keep the sound stage rentals at full occupancy over the next twelve months.

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

 

		For the three months ended September 30,						Increase / (Decrease)			For the nine months ended September 30,						Increase / (Decrease)
		2007			2006						2007			2006
Revenues		$ 89,759			$ 84,714			$ 5,045			$ 240,165			$ 194,094			$ 46,071
Direct operating costs			92,727			58,647			34,080			256,241			150,760			105,481
General and administrative expenses			93,254			38,847			54,407			279,197			311,243			(32,046	)
Salaries and wages			158,211			142,038			16,173			455,165			401,544			53,621
Consulting services			171,528			199,402			(27,874	)		582,712			593,463			(10,751	)
Rent			18,803			16,875			1,928			50,759			43,054			7,705
Depreciation and amortization			5,087			4,832			255			28,022			32,095			(4,073	)
Total operating expenses			539,610			460,641			78,969			1,652,096			1,532,159			119,937
Net operating (loss)			(449,851	)		(375,927	)		73,924			(1,411,931	)		(1,338,065	)		73,866
Total other income (expense)			(53,633	)		(80,938	)		(27,305	)		(25,532	)		(228,154	)		(202,622	)
Net (loss)		$	(503,484	)	$	(456,865	)	$	46,619		$	(1,437,463	)	$	(1,566,219	)	$	(128,756	)

Revenues:

For the three and nine months ended September 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. Revenues for the three months ended September 30, 2007 increased by $5,045 to $89,759, an increase of approximately 6% over the prior year period. Revenues for the nine months ended September 30, 2007 increased by $46,071 to $240,165 an increase of approximately 24% over the prior year period. Revenues increased primarily due to an increase in DVD sales of our video content, and an increase in production fees related to the sale of our “Winners and Jackpots” programming with a major cable television company.

Direct operating costs:

Direct operating costs for the three months ended September 30, 2007 increased by $34,080 to $92,727, an increase of approximately 37% over the prior year period. Direct operating costs for the nine months ended September 30, 2007 increased by $105,481 to $256,241 or approximately 70% over the prior year period. Direct operating costs increased primarily as a result of increased development of video content needed to expand our programming base. The costs were expensed, rather than capitalized, due to the uncertainty of realizing future revenues from the video content.

General and administrative:

 

General and administrative expenses for the three months ended September 30, 2007 increased by $54,407 to $93,254 an increase of approximately 58%, as a result of increased professional fees. General and administrative expenses for the nine months ended September 30, 2007 decreased by $32,046 to $279,197 a decrease of approximately 10%. General and administrative expenses for the nine months ended September 30, 2007 were comprised of approximately $96,000 in professional fees, $18,000 in utilities expenses, $18,000 in insurance expenses, $4,000 in marketing fees, $79,000 in payroll taxes, $4,300 in employee benefits, and approximately $60,000 related to miscellaneous operating costs. Approximately 7% 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 for the three months ended September 30, 2007 increased by $16,173 to $158,211 an increase of approximately 11% as a result of officer bonuses paid in preferred stock. Salaries and wages expense for the nine months ended September 30, 2007 increased by $53,621 to $455,165 an increase of approximately 13%. The Company recorded non-cash expenses for salaries and wages of $60,000 in the quarter ended September 30, 2007. Non-cash expenses consisted of the value of convertible preferred stock, recorded at fair value, issued to Mr. Bradley and Mr. Berk in the amount of $60,000.

Consulting services:

Consulting services expense was $171,528 for the quarter ended September 30, 2007 compared to $199,402 for the quarter ended September 30, 2006, a decrease of $27,874 or approximately 14%. 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 September 30, 2007, the Company recorded non-cash expenses for consulting services totaling $176,079. The non-cash expenses consisted of the value of common stock, recorded at fair value, issued to service providers.

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Consulting services expense was $582,712 for the nine months ended September 30, 2007 compared to $593,463 for the nine months ended September 30, 2006, a decrease of $10,751 or approximately 2%. 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 nine months ended September 30, 2007, the Company recorded non-cash expenses for consulting services totaling $582,712. The non-cash expenses consisted of the value of common stock, recorded at fair value, issued to service providers.

 

Rent:

 

Rent expense was $18,803 for the quarter ended September 30, 2007 compared to $16,875 for the quarter ended September 30, 2006, an increase of $1,928 or 11%. Rent expense increased for the quarter ended September 30, 2007 due to late charges and penalties.

Rent expense was $50,759 for the nine months ended September 30, 2007 compared to $43,054 for the nine months ended September 30, 2006, an increase of $7,705 or 18%. Rent expense increased for the nine months ended September 30, 2007 due to the timing of rental payments.

Depreciation and amortization:

 

Depreciation and amortization expense was $5,087 for the quarter ended September 30, 2007 compared to $4,832 for the nine months ended September 30, 2006, an increase of $255 or approximately 5%.

Depreciation and amortization expense was $28,022 for the nine months ended September 30, 2007 compared to $32,095 for the nine months ended September 30, 2006, a decrease of $4,073 or approximately 13% due to the nature of the assets reaching the end of their useful lives.

Net operating loss:

 

Net operating loss for the quarter ended September 30, 2007 was $449,851 compared to a net operating loss of $375,927 for the quarter ended September 30, 2006, an increase of $73,924 or 20% as a result of the Company's increased content production and programming development, and bonuses awarded to Company officers.

Net operating loss for the nine months ended September 30, 2007 was $1,411,931 compared to a net operating loss of $1,338,065 for the quarter ended September 30, 2006, an increase of $73,866 or 6% for the reasons stated above.

Other income (expense):

 

Other income (expense) consisted of $53,633 of other expenses for the three months ended September 30, 2007 compared to $80,938 of other expenses for the same period in 2006, a decrease of $27,305 or approximately 34% primarily related to a loss on the disposal of certain fixed assets in the amount of $31,477, and a reduction in interest and financing costs of $58,782 during 2007 compared to the same period in 2006.

Other income (expense) consisted of $25,532 of other expenses for the nine months ended September 30, 2007 compared to $228,154 of other expenses for the same period in 2006, a decrease of $202,622 or approximately 89% primarily related to a gain on settlement of certain debts in the amount of $74,610 during 2007 compared to a loss of $45,628 recognized in 2006, a loss on the disposal of fixed assets in the amount of $31,477, and reductions in interest expense and financing costs related to financing activities.

Net loss:

The net loss for the three and nine months ended September 30, 2007 was $503,484 and 1,437,463 or approximately $0.02 and $0.06 per share, respectively, compared to a net loss of $456,865 and 1,566,219 or approximately $0.02 and $0.08 per share, respectively for the prior year periods. Net loss increased in the third quarter primarily due to the issuance of bonuses in the form of preferred stock to Company officers.

LIQUIDITY AND CAPITAL RESOURCES

 

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

  

			September 30,
			2007			2006
Total assets		$	61,521		$	105,604
Accumulated deficit			(14,759,246	)		(12,732,822	)
Stockholders’ deficit			(1,029,929	)		(878,681	)
Working capital deficit		$	(606,902	)	$	(503,784	)

 

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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. As shown in the accompanying condensed financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of ($14,759,246), and as of September 30, 2007, the Company’s current liabilities exceeded its current assets by $606,902 and its total liabilities exceeded its total assets by $1,029,929.

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 for the foreseeable future. In the quarter ended September 30, 2007, the Company issued 752,169 shares of common stock valued at $93,575 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 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 $2,154,460 in 2006 and $1,437,463 in the nine months ended September 30, 2007, and we have an accumulated deficit of $14,759,246 and a working capital deficit of $606,902 as of September 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.

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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.

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 September 30, 2007 we had a working capital deficit of $606,902. 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.

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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.

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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 September 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 September 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.

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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.

 

On July 26, 2007, the Company sold 34,000 shares of common stock, and warrants to purchase another 34,000 shares at $0.15 per share, to an individual investor for $5,100.

 

On July 30, 2007, the Company entered into a consulting agreement and authorized the issuance of 120,000 shares of common stock in consideration for services.

 

On September 18, 2007, the board of directors authorized the issuance of 150,000 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 September 18, 2007 was $60,000. The shares had been authorized, but un-issued as of September 30, 2007.

 

On September 18, 2007, the Company authorized and issued 110,000 shares of common stock to five different individuals for services rendered. The common stock was valued at a total of $22,000.

 

On September 18, 2007, the Company authorized and issued 100,000 shares of common stock to an investor relation company as part of an agreement that also called for the contribution of another 100,000 shares from a significant shareholder. The 100,000 shares of common stock were recorded as donated capital and valued at $20,000. The other 100,000 shares of common stock were also valued at $20,000. The entire expense of $40,000 is being amortized over the 4 month life of the agreement, and $5,000 was expensed in the three months ending September 30, 2007.

 

On September 18, 2007, the Company issued 177,169 shares of common stock to a note holder per the conversion terms of the convertible promissory note. The shares were exchanged for $25,000 of principal and $1,575 of accrued interest.

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 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 50,000 stock options to an employee as a bonus. 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. 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.

 

On July 24, 2007, the Company granted 250,000 options as part of a consulting agreement for services rendered.

 

On September 24, 2007, the Company granted 50,000 options to a consultant for services rendered.

 

On September 24, 2007, the Company granted 50,000 options to an employee as a bonus.
 

On September 24, 2007, the Company granted 30,000 options to an employee as a bonus.

 

On September 24, 2007, the Company granted 50,000 options to a director.

 

On September 24, 2007, the Company granted 200,000 options as part of a consulting agreement for services rendered.

 

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

 

On June 18, 2007, the Company appointed Terry Joseph Debono to the Company's Board of Directors.

 

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

 

 

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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: November 14, 2007

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