Edgar Filing: PLAYERS NETWORK

ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview and Outlook

Players Network was incorporated in the State of Nevada in March of 1993. Players Network is a global media and entertainment company engaged in the development, production, distribution and marketing of television programs and internet broadcasting about the Las Vegas and Gaming Lifestyles, and other related entertainment themes.

With an emphasis on unique, high-quality programming that captures the excitement, passion, enjoyment, sex appeal, entertainment, information, celebrity, and the non-stop adrenaline rush of the Las Vegas Gaming Lifestyle, Players Network’s content goes beyond poker, casino action, sports betting, and racing, to lifestyle programs about entertainment and fine living, attracting the young and the sophisticated viewers who view digital content most.

Much of Players Network’s programming is educational, involving experts helping viewers become smarter gaming consumers, so when they visit a casino they have the best chance possible to win. Many shows are celebrity driven, since so many celebrities in movies and music, TV and sports come to Las Vegas to play.

Players Network programming is conceived and produced to create successful advertising, cross-promotional and marketing opportunities for distributors and sponsors by engaging this highly targeted, desirable audience in programming that excites them.

In 2007 the Company brought on it first major sponsor IGT, who sponsored an original television series “Winner and Jackpots.” The Company expects the sponsorship to continue through 2008. The sponsorship included an initial deposit and a per show production fee. The Company also engaged an advertising agency to act as the Company’s representative to mainstream sponsors to assist the Company in creating advertising revenues. The Company signed distribution agreements with Telco and satellite giants AT&T and Verizon pursuant to which the Company’s content will be distributed over these companies’ IPTV platforms. The Company also signed agreements with Direct TV and EchoStar to deliver Players Network branded VOD channels. Management believes that the addition of these new distribution platforms will enable the Company to begin to generate revenues from advertising.

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. 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 Years Ended December 31, 2007 and December 31, 2006:

	For the Years Ended			December 31,			Increase /
	2007			2006			(Decrease)
Revenues	$	326,159		$	230,853		$	95,306

Direct operating costs		313,938			219,904			94,034
General and administrative expenses		322,911			621,208			(298,297	)
Bad debt		2,000			30,000			(28,000	)
Salaries and wages		565,816			621,478			(55,662	)
Consulting services		724,277			727,812			(3,535	)
Rent		69,769			81,612			(11,843	)
Depreciation and amortization		29,702			54,526			(24,824	)

Total Operating Expenses		2,028,413			2,356,540			(328,127	)

Net Operating (Loss)		(1,702,254	)		(2,125,687	)		(423,433	)

Total other income (expense)		(95,178	)		(28,773	)		66,405

Net (Loss)	$	(1,797,432	)	$	(2,154,460	)	$	(357,028	)

Revenues:

During the years ended 2007 and 2006, we received revenues primarily from two sources - licensing fees from our private networks, including the sale of in-home media, and advertising fees, and production revenues, which included fees from third party programming production and sound stage rentals. Aggregate revenues for the year ended December 31, 2007 were $326,159 compared to revenues of $230,853 in the year ended December 31, 2006, an increase in revenues of $95,306, or 42%. Revenues increased as a result of the change in our business focus away from our legacy business to our new distribution strategy. Our efforts to diversify our broadcast channels have begun to show rewards. The revenue stream grew with our expanded library of multimedia content, and a wider network to deliver our products. This in turn enabled us to further expand production revenues to new customers.

Direct Operating Costs:

Direct operating costs were $313,938 for the year ended December 31, 2007 compared to $219,904 for the year ended December 31, 2006, an increase of $94,034 or 43%. Our direct operating costs in 2007 increased at an equal rate in relation to our sales due to our inability to utilize economies of scale within our delivery channels. We expect to be able to support increased revenues in the future without a significant increase in operating costs by operating at a higher capacity within our delivery channels. In 2007 we continued to develop and distribute our content without maximizing our sales potential. Direct operating costs are comprised of video production and distribution costs.

General and Administrative:

General and administrative expenses were $322,911 for the year ended December 31, 2007 compared to $621,208 for the year ended December 31, 2006, a decrease of $298,297 or approximately 48%. The decrease in general and administrative expense for the year ended December 31, 2007 compared to 2006 was comprised of approximately $6,000 in professional fees, $25,000 in insurance expenses, $53,000 in marketing fees, $50,000 in casual labor related to the sound stage rentals, $95,000 in decreased payroll taxes and associated penalties, $20,000 in decreased employee benefits, and approximately $49,000 of decreased general business expenses and commissions. The reduction was a result of restructuring the Company’s operations and revamping cost saving measures. In 2007 the Company moved to more of an outsourcing method of operations over their multimedia content development which enabled them to dramatically reduce their overhead.

Bad debt:

Bad debt expense was $2,000 for the year ended December 31, 2007 compared to $30,000 for the year ended December 31, 2006, a decrease of $28,000 or 93%. Bad debt expense decreased for the year ended December 31, 2007 compared to 2006 due to the write off of a note receivable in 2006. Accounts receivable are closely managed and there were no significant unpaid accounts receivables in 2007.

Salaries and wages:

Salaries and wage expense was $565,816 for the year ended December 31, 2007 compared to $621,478 for the year ended December 31, 2006, a decrease of $55,662 or 9%. The Company recorded non-cash expenses for salaries and wages totaling $301,279 and $434,367, during the year ended December 31, 2007 and 2006, respectively. The non-cash expenses consisted of the value of common stock, recorded at fair value, issued to employees of $301,279 and $245,933 for the years ended December 31, 2007 and 2006, respectively, as well as, common stock options, recorded at fair value of $-0- and $188,434 for the years ended December 31, 2007 and 2006, respectively. Salaries and wage expenses decreased for the year ended December 31, 2007 compared to 2006 primarily because of a reduction in the issuance of common stock options to employees in 2007.

Consulting services:

Consulting services expense was $724,277 for the year ended December 31, 2007 compared to $727,812 for the year ended December 31, 2006, a decrease of $3,535 or 0.5%. During the years ended December 31, 2007 and 2006, the Company recorded non-cash expenses for consulting services totaling $717,157 and $634,179. The non-cash expenses consisted of the value of common stock and common stock options, recorded at fair value, issued to service providers.

Rent:

Rent expense was $69,769 for the year ended December 31, 2007 compared to $81,612 for the year ended December 31, 2006, a decrease of $11,843 or 15%. Rent expense decreased for the year ended December 31, 2007 compared to 2006 due to the variance in CAM charges and better control over cash flows which enabled us to avoid costly late fees.

Depreciation and amortization:

Depreciation and amortization expense was $29,702 for the year ended December 31, 2007 compared to $54,526 for the year ended December 31, 2006, a decrease of $24,824 or 5%. The decrease in depreciation and amortization for the year ended December 31, 2007 compared to 2006 was due to the disposal of fixed assets no longer in service at the beginning of 2007.

Net Operating Loss:

Net operating loss for the year ended December 31, 2007 was $1,797,432 or ($0.06) per share compared to a net operating loss of $2,125,687 for the year ended December 31, 2006, or ($0.10) per share, a decrease of $423,433 or 20%. Net operating loss decreased primarily as a result of our restructuring operations and revamping cost saving measures which enabled us to greatly reduce our general and administrative costs, and our reduction in non-cash compensation payments to our Officers in 2007 compared to 2006.

Net Loss:

The net loss for the year ended December 31, 2007 was $1,797,432, compared to a net loss of $2,154,460 for the year ended December 31, 2006, a decrease of net loss of $357,028. Net loss decreased primarily as a result of our restructuring operations and revamping cost saving measures which enabled us to greatly reduce our general and administrative costs, and our reduction in non-cash compensation payments to our Officers in 2007 compared to 2006.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes total assets, accumulated deficit, stockholders’ equity and working capital at December 31, 2007 compared to December 31, 2006.

	December 31, 2007			December 31, 2006
Total Assets	$	104,944		$	89,094

Accumulated (Deficit)	$	(15,119,215	)	$	(13,321,783	)

Stockholders’ Equity	$	(1,008,237	)	$	(1,028,753	)

Working Capital (Deficit)	$	(583,531	)	$	(640,225	)

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 December 31, 2007, we had a negative working capital position of $(583,531). 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 2008. In 2007, the Company issued 1,915,666 shares valued at $609,823 in lieu of cash payments to employees and outside consultants. The Company is not now in a position to determine an approximate number of shares that the Company may issue for the preceding purpose in 2008.

ITEM 7. FINANCIAL STATEMENTS

The information required by this Item is incorporated by reference to the financial statements beginning on page F-1.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On January 19, 2007, we dismissed Beckstead & Watts, LLP and appointed Weaver & Martin, LLC, as our independent accountants for the year ended December 31, 2006. This change in accountants was recommended and approved by our Executive Management and Board of Directors. Weaver & Martin, LLC was engaged by the Registrant on January 19, 2007. During the most recent two fiscal years and the portion of time preceding the decision to engage Weaver & Martin, LLC, we have not, nor has anyone engaged on our behalf, consulted with Weaver & Martin, LLC regarding (i) either the application of accounting principals to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(10(iv) of Regulation S-B) or a reportable event.

ITEM 8A(T). CONTROLS AND PROCEDURES

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting 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’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time.

A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. An internal control material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Management of the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We evaluated control deficiencies identified through our test of the design and operating effectiveness of controls over financial reporting to determine whether the deficiencies, individually or in combination, are significant deficiencies or material weaknesses. Our evaluation of the significance of each deficiency included both quantitative and qualitative factors. Based on that evaluation, the Company’s management concluded that as of December 31, 2007, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, the Company’s disclosure controls and procedures are not effective, for the reasons discussed below:

Our principal executive officer concluded that we have material weaknesses in our internal control over financial reporting because we do not have an independent board of directors or audit committee or adequate segregation of duties. All of our financial reporting is carried out by our financial consultant. We do not have an independent body to oversee our internal controls over financial reporting and lack segregation of duties due to the limited nature and resources of the Company.

Remediation Initiative

We plan to rectify these weaknesses by implementing an independent board of directors to provide oversight and review of our financial reporting process. We recently engaged Accuity Financial Inc., an outside consulting firm, to assist the Company in improving the Company's internal control system based on COSO Framework. We also will increase our efforts to hire the qualified resources in order to implement the necessary segregation of duties once we have the necessary additional financial resources.

Despite the deficiencies reported above, the Company's management believes that its financial statements included in this report fairly present in all material respects the Company's financial condition, results of operations and cash flows for the periods presented and that this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. (b) Report of Independent Registered Public Accounting Firm: This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting pursuant to Smaller Reporting Company rules of the Securities and Exchange Commission.

Disclosure Controls and Procedures.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-14(c). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as amended (the "Exchange Act")). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures as of the end of the fiscal quarter covered by this Annual Report on Form 10-KSB were effective at a reasonable assurance level to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

However, due to the limited number of Company employees engaged in the authorization, recording, processing and reporting of transactions, there has been an inherent lack of segregation of duties. The Company has periodically assessed and will continue to assess the cost versus benefit of adding the resources that would remedy or mitigate this situation. Management does not expect that the Company's disclosure controls and procedures will prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, but not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to errors or fraud will not occur.

Changes in Internal Controls

There have been no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report."

ITEM 8B. OTHER INFORMATION

None

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The following table sets forth the names and positions of our executive officers and directors. Directors will be elected at our annual meeting of stockholders and serve for one year or until their successors are elected and qualify. Officers are elected by the Board and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board.

Name	Age	Position	Director Since
Mark Bradley	44	Chief Executive Officer, Principal Financial Officer and Director	1993
Michael Berk	60	President of Programming and Director	2000
Doug Miller	55	Director	2005
Morden C. Lazarus	62	Director	2005
Terry Joseph Debono	49	Director	2007

Mark Bradley founded the Company and has been its Chief Executive Officer and a director since 1993. Mr. Bradley was a staff producer/director at United Artists where he produced original programming and television commercials. In 1985 he created the Real Estate Broadcast Network that was the first 24-hour real estate channel. In 1993 he founded Players Network. Mr. Bradley is a graduate of the Producers Program at the University of California Los Angeles. Under his direction, Players Network became the first user of a digital broadcast system for television programming and the first private label gaming network. Mr. Bradley pioneered, developed and executive produced the production of Players Network’s unique gaming-centric programming. Mr. Bradley graduated from the UCLA producer’s program and became a producer/director at United Artists, where he produced original programming, television commercials, multi-camera music videos, live-to-tape sports and a variety show and was studio manager and postproduction supervisor with United Cable Television in Los Angeles. In this capacity he engaged in the production, packaging and syndication of television and film productions for such media venues as HBO, Nickelodeon, Prime Ticket and MTV. As an independent producer/director, Mr. Bradley created and promoted live pay-per-view events, negotiated entertainment programming distribution deals, budgeted and packaged TV programming. In 1985, Mr. Bradley created the Real Estate Broadcast Network, which was credited as being the first 24-hour real estate channel.

Michael Berk has been a director since 2000 and was appointed as the Company's president of programming on March 22, 2005. He created and Executive Produced “Baywatch,” the most popular series in television history, and is currently producing a large-budget “Baywatch” feature film for DreamWorks. Mr. Berk wrote and produced the first three-hour movie ever made for television, "The Incredible Journey of Dr. Meg Laurel," the highest-rated movie of the year, averaging a 42 share over three hours, "The Ordeal of Dr Mudd," another three-hour movie that received two Emmy Awards, "The Haunting Passion," winner of the Venice Film Festival Award and "The Last Song," recipient of the Edgar Allan Poe Award for Mystery Writing. Mr. Berk is also a significant figure in the Las Vegas community. He was a founding Board Member and President of the highly acclaimed “CineVegas” Film Festival, now in its sixth year at the Palms Hotel, and was recognized with the prestigious Las Vegas Chamber of Commerce Community Achievement Award in the category of Entertainment. He also received the Nevada Film Office/Las Vegas Film Critics Society Silver Spike Award for his contributions to the film and television industry in Nevada. Mr. Berk maintains offices both in Hollywood and in Las Vegas.

Douglas R. Miller has been a member of the Board of Directors of the Company since 2005. Mr. Miller has served as President, Chief Operating Officer, Secretary and a director of GWIN, Inc., a publicly traded media and entertainment company focused on sports and gaming, since its reorganization in July 2001. Mr. Miller has also served as Gwin’s Chief Financial Officer from November 2001 to April 2003. From 1999 to 2001, Mr. Miller served as President of Gwin’s subsidiary, Global Sports Edge, Inc. From 1998 to 1999, Mr. Miller was the Chief Financial Officer of Body Code International, an apparel manufacturer. Mr. Miller holds a B.A. degree in economics from the University of Nebraska, and an MBA degree from Stanford University. Mr. Miller serves on the compensation committee of the Company’s Board of Directors.

Morden C. Lazarus has been a member of the Board of Directors of the Company since 2005. Mr. Lazarus has been a principal of the Montreal law firm of Lazarus, Charbonneau since 1967. Mr. Lazarus currently serves as President of the International Association of Gaming Attorneys, for which he has been a member of the Board of Trustees since 1993 and General Counsel since 2001. He was also appointed as Chair of the Gaming Law Committee of the American Bar Association on September 30, 2004. Mr. Lazarus is also Chairman and Chief Executive Officer of ISee3D Inc., company whose shares are publicly traded on the TSX Venture Exchange (a subsidiary of the Toronto Stock Exchange). He is a member of the Board of Directors of DPC Biosciences Corporation (a company whose shares are also traded on the TSX Venture Exchange), and Anchor Gaming (Canada) Inc. (a subsidiary of International Game Technology, a NYSE-traded company). Mr. Lazarus received his law degree from McGill University in Montreal. Mr. Lazarus does not currently serve on any committee of our Board of Directors and is not expected at this time to serve on any such committee in the foreseeable future.

Terry Joseph Debono was appointed a member of the Board of Directors of the Company on June 18, 2007. Mr. Debono has been in the Advertising, Marketing, Television Production, Broadcasting and Gaming industries for nearly 30 years. His past roster of clients include MTV, Coca-Cola, General Motors, Budweiser, Nintendo, The Ontario Lottery and Gaming Corporation and Party Gaming. Mr. Debono has created, founded, managed, merged, acquired and sold a variety of business operations involved in the media industry. From April 2006 to April 2008 Mr. Debono has been a partner with The Debono Group, a media consulting company. From September 1999 to March 2006 Mr. Debono was the President of Boardwalk Media, a television and video production company. Mr. Debono brings integral management skills and an in-depth knowledge of business operations to Players Network

Limitation of Liability of Directors

Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director's liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.

Election of Directors and Officers

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

No Executive Officer or Director of the Corporation has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry. Or as an affiliated person, director or employee of an investment company, bank, savings and loan association. Also an insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

No Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding, which is currently pending.

No Executive Officer or Director of the Corporation is the subject of any pending legal proceedings.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, we believe that during 2007 our Directors and executive officers did not comply with all Section 16(a) filing requirements. Specifically, Mr. Bradley and Mr. Berk failed to file Form 4s with respect to the issuance of Common shares issued on January 19, 2007, June 4 2007, June 18, 2007, Series A Preferred shares on October 3, 2007 and Options issued to the officers that were granted for prior years. Doug Miller failed to file Form 4s with respect to the issuance of Common shares issued on April 16, 2007, November 15, 2007 and Options that were granted on April 16, 2007. Modern Lazarus failed to file a Form 4 with respect to the issuance of Common shares that were issued on February 9, 2007. Terry Debono failed to file Form 4s with respect to the issuance of Common shares that were issued on April 5, 2007, June 18, 2007, September 18, 2007 and Options that were granted on September 24, 2007.

Audit Committee

We do not have an Audit Committee, our board of directors acted as the Company's Audit Committee during fiscal 2007, recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors' independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

Our board of directors has determined that if we were required to have a financial expert and/or an audit committee, Doug Miller, a Director, would be considered an “audit committee financial expert,” as defined by applicable Commission rules and regulations. Based on the definition of “independent” applicable to audit committee members of Nasdaq-traded companies, our board of directors has further determined that Mr. Miller is considered to be “independent.”

Code of Ethics

A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:

·	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·	Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer;

·	Compliance with applicable governmental laws, rules and regulations;

·	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

·	Accountability for adherence to the code.

On April 7, 2004, the Company adopted a Code of Ethics that applies to the Company's principal executive officer, principal financial officer and principal accounting officer. Anyone can obtain a copy of the Code of Ethics by contacting the Company at the following address: 4620 Polaris Avenue Las Vegas, Nevada 89103, attention: Chief Executive Officer, telephone: (702) 895-8884. The first such copy will be provided without charge. The Company will post any amendments to the Code of Ethics, as well as any waivers that are required to be disclosed by the rules of either the Securities and Exchange Commission or the National Association of Dealers.

Nominating Committee

We do not have a Nominating Committee or Nominating Committee Charter. Our board of directors performed some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are continuously updating our operations and have limited resources with which to establish additional committees of our board of directors.

Director Compensation

The table below summarizes the compensation that we paid to non-employee directors for the years ended December 31, 2007.

Name (a)	Year		Stock Awards ($) (c)		Option Awards ($) (d)		All Other Compensation ($) (g)(1)		Total ($) (h)
Doug Miller (1)		2007	$	15,600	$	9,148	$	-0-	$	24,748
Dr. Joost Van Adelsberg(2)		2007	$	-0-	$	-0-	$	-0-	$	-0-
Morden C. Lazarus (3)		2007	$	2,400	$	-0-	$	-0-	$	2,400
Terry Debono (4)		2007	$	25,000	$	8,245	$	-0-	$	33,245

The amounts in columns (c) and (d) reflect the dollar amount recognized for financial statement reporting purposes for the years ended December 31, 2007, in accordance with SFAS 123(R) of awards of stock and stock options and thus include amounts from awards granted in and prior to 2007. Assumptions used in the calculation of this amount are included in Note 10 of our audited financial statements for the year ended December 31, 2007 included in Part II, Item 7, Financial Statements of this Annual Report on Form 10-KSB.

(1) On April 16, 2007, the Company issued 50,000 shares of the Company’s common stock to Mr. Miller in consideration for services rendered as a director. On April 16, 2007, the Company granted Mr. Miller a fully vested, option exercisable for 50,000 shares of the Company’s common stock at an exercise price of $0.28 per share in consideration for services rendered as a director. On November 15, 2007, the Company issued 30,000 shares of the Company’s common stock in consideration for services rendered as a director.

(2) No compensation was awarded to Mr. Van Adelsberg in 2007. He resigned in June of 2007.

(3) On February 9, 2007, the Company issued Mr. Lazarus 16,000 shares of the Company’s common stock in consideration for services rendered as a director.

(4) On June 18, 2007, the Company issued Mr. Debono 100,000 shares of the Company’s common stock in consideration for services rendered as a director. On September 18, 2007, the Company issued Mr. Debono 25,000 shares of the Company’s common stock in consideration for services rendered as a director. On September 24, 2007, the Company granted Mr. Debono a fully vested, cashless option exercisable for 50,000 shares of the Company’s common stock at an exercise price of $0.25 per share in consideration for services rendered as a director.

Compensation Committee

At this time, Mr. Miller is the only member of the committee and has performed in his role by reviewing our employment agreements with Mr. Bradley and Mr. Berk. The board of directors intends to add additional members to the compensation committee and expects it to consist of solely of independent members. Until more members are appointed to the compensation committee, our entire board of directors will review all forms of compensation provided to any new executive officers, directors, consultants and employees, including stock compensation and options.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain information relating to all compensation of our named executive officers for services rendered in all capacities to the Company during the years ended December 31, 2007 and 2006:

Summary Compensation Table

Name and Principal Position (a)	Year (b)		Salary (c) $		Stock Awards (e)(1) $		Option Awards (f)(1) $		All Other Compensation $		Total Compensation $
Mark Bradley, CEO		2007	$	94,794	$	135,206	$	30,821	$	-0-	$	260,821
		2006	$	76,500	$	118,100	$	94,217	$	-0-	$	288,817
Michael Berk, President of Programming		2007	$	90,376	$	139,624	$	30,821	$	-0-	$	260,821
		2006	$	37,850	$	127,833	$	94,217	$	-0-	$	259,900

(1) The amounts in columns (e) and (f) reflect the dollar amount recognized for financial statement reporting purposes for the years ended December 31, 2007 and 2006, in accordance with SFAS 123(R) of awards of stock and stock options and thus include amounts from awards granted in and prior to 2006. Assumptions used in the calculation of this amount are included in Note 10 of our audited financial statements for the fiscal year ended December 31, 2006 included in Part II, Item 7, Financial Statements of this Annual Report on Form 10-KSB.

Employment Agreements

In 2006 we employed Mr. Bradley under an extension of his employment agreement. This agreement provides that Mr. Bradley is entitled to receive an annual salary of $150,000. Provided that established criteria are met, Mr. Bradley is also entitled to 10% of all royalties that we receive from sources directly resulting from his efforts. He is also entitled to participate in any and all employee benefit plans established for the employees of the Company. The employment agreement confers upon Mr. Bradley a right of first refusal with respect to any proposed sale of all or a substantial portion of the Company's assets. The employment agreement does not contain a covenant not to compete preventing Mr. Bradley from competing with the Company after the termination of the employment agreement.

On January 1, 2005, we entered into a five-year employment agreement with Mr. Michael Berk, our President of Programming pursuant to which we agreed to pay Mr. Berk an annual salary of $150,000 plus 10% of all royalties that we receive from sources directly resulting from his efforts.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information with respect to the value of all unexercised options previously awarded to the Named Executive Officers at the fiscal year ended December 31, 2007.

Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)(1)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have Not Vested (#) (f)		Market Value of Shares or Units of Stock That Have Not Vested ($) (g)
Mark Bradley		300,000		—		0.30		5/25/2008		—		—
		250,000		—		0.25		2/25/2009		—		—
Michael Berk		400,000		—		0.30		5/25/2008		—		—
		250,000		—		0.25		2/25/2009		—		—

(1) The options were fully vested on the date of grant.

Termination of Employment

Mr. Bradley and Mr. Berk are each parties to employment agreements with the Company that provide for severance benefits in the event their employment is terminated by the Company (other than as a result of death or for cause) or by the employee as a result of a material breach by the Company of the employment agreement. In the event of such termination, the employee will be entitled to his base salary and all benefits for the remainder of the term of the employment agreement plus a lump sum cash payment in an amount equal to two times his then current base salary and annual bonus (without regard to the performance requirements associated with such bonus). In addition, all outstanding stock options will be immediately vested. If the employee or his family is ineligible under the terms of any insurance to continue to be covered, the Company will either provide substantially equivalent coverage or pay the employee a lump sum payment equal to the value of the continuation of such insurance coverage.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table presents information, to the best of our knowledge, about the beneficial ownership of our common stock on March 25, 2008, held by those persons known to beneficially own more than 5% of our capital stock and by our directors and executive officers.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes (unless footnoted) shares of common stock that the stockholder has a right to acquire within 60 days after March 25, 2008 through the exercise of any option, warrant or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock. Unless otherwise indicated, the address of each listed stockholder is c/o Players Network, 4620 Polaris Avenue, Las Vegas, NV 89103.

	Common Stock						Series A Preferred Stock
Name of Beneficial Owner (1)	Number of Shares			Percentage of Class(2)			Number of Shares		Percentage of Class(3)
Mark Bradley, CEO and Director		6,159,779(4	)		20.2	%		400,000		50	%
Michael Berk, President of Programming and Director		2,965,165(5	)		9.7	%		400,000		50	%
Doug Miller, Director(6)		400,000			1.3	%		-		-
Morden C. Lazarus, Director(7)		266,000			*			-		-
Terry J. Debono, Director(8)		343,000			1.2	%		-		-
Directors and Officers as a Group (5 persons)		10,133,944(9	)		33.9	%		800,000		100	%

* less than 1%

(1) Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock or Series A Preferred Stock owned by such person.

(2) Percentage of beneficial ownership is based upon 29,862,069 shares of Common Stock outstanding as of March 25, 2008. For each named person, this percentage includes Common Stock that the person has the right to acquire either currently or within 60 days of March 25, 2008, including through the exercise of an option; however, such Common Stock is not deemed outstanding for the purpose of computing the percentage owned by any other person.

(3) Percentage of beneficial ownership is based upon 800,000 shares of Series A Preferred Stock outstanding as of March 25, 2008.

(4) Includes stock options to purchase 550,000 shares of Common Stock exercisable within 60 days of March 25, 2008 and 25,000 shares held for the benefit of Mr. Bradley’s minor daughter.

(5) Includes (i) 577,333 shares held by MJB Productions, which is 100% owned by Mr. Berk, and (ii) options to purchase 650,000 shares of Common Stock exercisable within 60 days of March 25, 2008.

(6) Includes options to purchase 305,000 shares of Common Stock exercisable within 60 days of March 25, 2008.

(7) Includes options to purchase 150,000 shares of Common Stock exercisable within 60 days of March 25, 2008.

(8) Includes options to purchase 50,000 shares of Common Stock exercisable within 60 days March 25, 2008, and includes 34,000 warrants exercisable for 34,000 shares of Common Stock exercisable within 60 days of March 25, 2008.

(9) Includes options and warrants exercisable for 1,764,000 shares of Common Stock within 60 days March 25, 2008.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company rented the Company’s soundstage to GWIN, Inc., a company controlled by David Miller, a director of the Company, for $31,400 and $2,350 during the years ended 2006 and 2007 respectively.

ITEM 13. EXHIBITS


3.1⁽¹⁾	Articles of Incorporation, filed with the Commission on February 7, 2000.

3.2⁽¹⁾	Bylaws of the Company, filed with the Commission on February 7, 2000.

3.3⁽⁴⁾	Certificate of Amendment of Articles of Incorporation adopting name change to Players Network filed with the Nevada Secretary of State on June 9, 1994.

3.4⁽⁵⁾	Certificate of Amendment of Articles of Incorporation Increasing the Authorized Stock filed June 4, 2007

4.1⁽²⁾	2004 Non-Qualified Stock Option Plan.

4.2⁽³⁾	2006 Non-Qualified Attorneys & Accountants Stock Compensation Plan.

4.3 ⁽⁶⁾	Certificate of Designation for Series A Preferred Stock filed July 24, 2007.

10.1⁽⁴⁾	Distribution Agreement between the Company and Comcast Programming Development, Inc. dated October 10, 2005. **

10.2⁽⁴⁾	Employment Agreement dated January 1, 2005 for Mark Bradley Feldgreber.

10.3⁽⁴⁾	Employment Agreement dated January 1, 2005 for Michael Berk.

10.4⁽⁷⁾	Subscription Agreement dated as of October 10, 2007 by and between the Company and Timothy Sean Shiah

23.1*	Consent of Weaver & Martin LLC.

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

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

* Filed herewith

** Confidential Treatment Requested

(1) Filed as an exhibit to the Company’s Registration Statement on Form 10-SB filed with the Commission on February 7, 2000.

(2) Filed as an exhibit to the Company's Registration Statement on Form S-8 filed with the Commission on September 13, 2004.

(3) Filed as an exhibit to the Company's Registration Statement on Form S-8 filed with the Commission on January 18, 2007.

(4) Filed as an exhibit to the Company's Form 10-KSB filed with the Commission on April 13, 2007.

(5) Filed as an exhibit to the Company's Form 8-K filed with the Commission on June 8, 2007.

(6) Filed as an exhibit to the Company's Form 8-K filed with the Commission on July 26, 2007.

(7) Filed as an exhibit to the Company's Form 8-K filed with the Commission on December 5, 2007.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table shows the fees paid or accrued for the audit and other services provided by our independent auditors for 2007 and 2006.

	2007		2006
Audit fees:
Weaver & Martin, LLC	$	13,500	$	—
Beckstead and Watts, LLP		—		25,500
Audit-related fees:		—		—
Weaver & Martin, LLC		12,000		—
Tax fees:		—		—
All other fees:		—		—
Total fees paid or accrued to our principal accountant	$	25,500	$	25,500

We do not have an Audit Committee. Our board of directors acted as the Company's Audit Committee during fiscal 2007, recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors’ independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls.

PLAYERS NETWORK

BALANCE SHEETS

AS OF DECEMBER 31,

	2007			2006
Assets

Current assets:
Cash	$	69,959		$	16,507
Accounts receivable, net of allowance for doubtful accounts of $32,947 and $32,947		17,852			4,250
Prepaid expenses and other current assets		11,839			1,865
Total current assets		99,650			22,622

Fixed assets, net		5,294			66,472

	$	104,944		$	89,094

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
Deferred revenues	$	33,333		$	-
Accrued expenses		303,173			166,011
Accounts payable		341,675			496,836
Current maturities of long term debt		5,000			-
Total current liabilities		683,181			662,847

Long Term Debt		430,000			455,000

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 2,000,000 shares authorized; 800,000 shares issued and outstanding		800			-
Common stock, $0.001 par value, 150,000,000 shares authorized; 29,267,569 and 22,209,351 shares issued and outstanding at December 31, 2007 and 2006		29,267			22,209
Shares owed & unissued, -0- and 1,277,000, respectively		-			1,277
Additional paid-in capital		14,262,442			12,463,596
Prepaid share-based compensation		(96,826	)		(54,179	)
Unamortized beneficial conversion feature of long term debt		(84,705	)		(139,873	)
Accumulated (deficit)		(15,119,215	)		(13,321,783	)
		(1,008,237	)		(1,028,753	)

	$	104,944		$	89,094

The accompanying notes are an integral part of the financial statements

F-3

PLAYERS NETWORK

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

	2007			2006

Revenue
Network	$	62,577		$	17,445
Production and other		263,582			213,408
Total revenue		326,159			230,853

Expenses:
Direct operating costs		313,938			219,904
General and administrative		322,911			621,208
Bad debt		2,000			30,000
Officer salaries and wages		460,000			548,717
Salaries and wages		105,816			72,761
Consulting services		724,277			727,812
Rent		69,769			81,612
Depreciation and amortization		29,702			54,526
Total operating expenses		2,028,413			2,356,540

Net operating (loss)		(1,702,254	)		(2,125,687	)

Other income (expense):
Interest expense, net		(35,058	)		(20,765	)
Financing costs,		(63,203	)		-
Amortization of beneficial conversion feature		(55,168	)		(28,079	)
Loss on disposal of fixed assets		(31,477	)		-
Forgiveness of debt		89,728			20,071
Total other income (expenses)		(95,178	)		(28,773	)


Net (loss)	$	(1,797,432	)	$	(2,154,460	)

Weighted average number of common shares outstanding - basic and fully diluted		26,330,539			20,339,253

Net (loss) per share - basic and fully diluted	$	(0.07	)	$	(0.11	)

The accompanying notes are an integral part of the financial statements

F-4

PLAYERS NETWORK

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

									Shares			Additional		Prepaid			Unamortized						Stockholders'
	Preferred Stock				Common Stock				Owed &			Paid-in		Share-Based			Beneficial			Accumulated			Equity
	Shares		Amount		Shares		Amount		Unissued			Capital		Compensation			Conversion Feature			(Deficit)			(Deficit)

Balance, December 31, 2005		-	$	-		19,443,685	$	19,443	$	30		$	11,046,936	$	(5,005	)	$	-		$	(11,167,323	)	$	(105,919	)

Shares issued for cash		-		-		850,000		850		-			126,650		-			-			-			127,500

Shares issued for services		-		-		1,124,000		1,124		580			347,736		-			-			-			349,440

Shares issued for compensation, related party		-		-		791,666		792		667			258,924		-			-			-			260,383

Options granted for services		-		-		-		-		-			515,398		(49,174	)		-			-			466,224

Beneficial conversion feature of convertible debt		-		-		-		-		-			167,952		-			(167,952	)		-			-

Amortization of beneficial conversion feature		-		-		-		-		-			-		-			28,079			-			28,079

Net (loss) for the year ended December 31, 2006																					(2,154,460	)		(2,154,460	)

Balance, December 31, 2006		-		-		22,209,351		22,209		1,277			12,463,596		(54,179	)		(139,873	)		(13,321,783	)		(1,028,753	)

Shares issued for cash		-		-		2,481,333		2,481		-			469,719		-			-			-			472,200

Shares issued for services		-		-		2,547,403		2,548		(610	)		434,086		(27,500	)		-			-			408,524

Shares issued for compensation, related party		800,000		800		1,852,313		1,852		(667	)		345,844		-			-			-			347,829

Options granted for services		-		-		-		-		-			380,561		(69,326	)		-			-			311,235

Options granted for services, related party		-		-		-		-		-			79,035		-			-			-			79,035

Warrants extended, financing cost		-		-		-		-		-			63,203		-			-			-			63,203

Shares issued for debt conversion		-		-		177,169		177		-			26,398		-			-			-			26,575

Amortization of prepaid share-based compenation		-		-		-		-		-			-		54,179			-			-			54,179

Amortization of beneficial conversion feature		-		-		-		-		-			-		-			55,168			-			55,168

Net (loss) for the year ended December 31, 2007																					(1,797,432	)		(1,797,432	)

Balance, December 31, 2007		800,000	$	800		29,267,569	$	29,267	$	-		$	14,262,442	$	(96,826	)	$	(84,705	)	$	(15,119,215	)	$	(1,008,237	)

F-5

PLAYERS NETWORK

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

	2007			2006
Cash flows from operating activities
Net (loss)	$	(1,797,432	)	$	(2,154,460	)
Adjustments to reconcile net (loss) to net cash (used) by operating activities:
Bad debts expense		2,000			30,000
Depreciation and amortization expense		29,701			54,526
Loss on disposal of fixed assets		31,477			-
Forgiveness of debt		(89,728	)		(20,071	)
Amortization of beneficial conversion feature		55,168			28,079
Stock issued for services		408,524			349,440
Stock issued for compensation, related party		347,829			260,383
Options and warrants granted for services		507,652			466,224
Decrease (increase) in assets:
Accounts receivable		(15,602	)		17,740
Prepaid expenses and other current assets		(9,974	)		11,918
Increase (decrease) in liabilities:
Deferred revenues		33,333			-
Accounts payable		(65,433	)		226,872
Accrued expenses		16,039			(27,360	)
Accrued expenses, related party		122,698			137,331
Net cash (used) by operating activities		(423,748	)		(619,378	)

Cash flows from financing activities
Proceeds from long term debt		12,500			455,000
Repayment of long term debt		(7,500	)		-
Proceeds from sale of common stock		472,200			127,500
Net cash provided in financing activities		477,200			582,500

Net decrease (increase) in cash		53,452			(36,878	)
Cash - beginning		16,507			53,385
Cash - ending	$	69,959		$	16,507

Supplemental disclosures:
Interest paid	$	6,792		$	20,765
Income taxes paid	$	-		$	-
Non-cash transactions:
Stock issued for services	$	408,524		$	349,440
Stock issued for services, related party	$	347,829		$	260,383
Stock options and warrants issued for services	$	507,652		$	466,224

F-6

PLAYERS NETWORK

NOTES TO FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF ACCOUNTING POLICIES

Players Network (PNTV) was incorporated in the State of Nevada in March of 1993. Our business for most of our existence has been the ownership and operation of a digital 24-hour gaming and entertainment network called “PLAYERS NETWORK,” which specializes in producing television programming to serve the gaming industry. Our programming is broadcast directly into the guestrooms of casino and non-casino hotels on a customized private cable channel. Our format is designed to educate new players and promote casino games and activities. Our programming includes shows on basic gaming instruction, news, sports and racing, entertainment and tournaments.

Although we will continue the PLAYERS NETWORK, in the future we intend to focus on distributing our programming through a new Broadband Network, which was launched near the end of July 2005, and through cable television, broadcast and satellite television, Video On Demand, Pay-Per-View, DVD distribution, television syndication, radio, print, and out-of-home media including mobile devices, additional land-based locations, in-flight venues, and on-board sources.

(A) Reclassifications

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

(B) Use of estimates

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

(C) Cash and cash equivalents

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

(D) Income taxes

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

F-7

PLAYERS NETWORK

NOTES TO FINANCIAL STATEMENTS

(E) Segment Reporting

The Company follows SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information”. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

(F) Fair value of Financial Instruments

Financial instruments consist principally of cash, trade and notes receivables, trade and related party payables and accrued liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to significant currency or credit risks arising from these financial instruments.

(G) 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) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

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

(H) Fixed assets

Fixed assets are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy:

Video Filming and broadcast equipment		10 years
Computer and office equipment		3-7 years

Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which have extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations.

F-8

PLAYERS NETWORK

NOTES TO FINANCIAL STATEMENTS

(I) Impairment of long-lived assets

Long-lived assets held and used by PNTV are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. PNTV recognized impairment losses on the disposal of fixed assets of $31,477 and $-0- during 2007 and 2006, respectively.

(J) Advertising Costs

The Company expenses the cost of advertising as incurred. Advertising expense was $8,090 and $16,175 for the years ended December 31, 2007 and 2006, respectively.

(K) Allowance for Doubtful Accounts

We generate a portion of our revenues and corresponding accounts receivable from the Casino and Hotel industry. As of December 31, 2007, approximately 85% of our accounts receivable were attributed to Casinos and Hotels. We evaluate the collectability of our accounts receivable considering a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, we record a specific reserve for bad debts against amounts due in order to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we recognize reserves for bad debts based on past write-off experience and the length of time the receivables are past due. Bad debts expense was $2,000 and $30,000 for the years ended December 31, 2007 and 2006, respectively.

(L) Basic and diluted loss per share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For 2007 and 2006, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

(M) 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. PNTV adopted SFAS No. 123 (R) during the fourth quarter of 2005. Stock and stock options issued for services and compensation totaled $1,200,803 and $1,076,047 for the years ended December 31, 2007 and 2006, respectively.

F-9

PLAYERS NETWORK

NOTES TO FINANCIAL STATEMENTS

(N) Recently Issued Accounting Pronouncement

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159 allows the company to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”. This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the de-consolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years and interim periods beginning after December 15, 2008. The adoption of SFAS 160 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

In December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations”. SFAS 141 (Revised) establishes principals and requirements for how an acquirer of a business recognizes and measures in its financial statements, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. This statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective for the fiscal year beginning after December 15, 2008. The adoption of SFAS 141 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

NOTE 2. GOING CONCERN

As shown in the accompanying condensed financial statements, the Company has incurred recurring net losses of $1,797,432 and $2,154,460 in 2007 and 2006, respectively, and has an accumulated deficit of $15,119,215 and a working capital deficit of $583,531 as of December 31, 2007. 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. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

The financial statements do not include any 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 also 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.

F-10

PLAYERS NETWORK

NOTES TO FINANCIAL STATEMENTS

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	December 31,
	2007			2006

Video filming and broadcast equipment	$	-		$	456,701
Computers and office equipment		20,828			95,013
		20,828			551,714

Less accumulated depreciation		(15,534	)		(485,242	)
	$	5,294		$	66,472

Depreciation expense totaled $29,702 and $54,526 for 2007 and 2006, respectively.

NOTE 4. NOTE RECEIVABLE AND BAD DEBT EXPENSE

On October 27, 2005 PNTV issued an eight-month demand promissory note in the amount of $30,000 bearing interest at 5% per annum to an individual. The principal and interest were due on June 15, 2006. The company accrued $750 and $250 in interest receivable at December 31, 2006 and 2005, respectively. The note receivable does not appear to be collectible at December 31, 2006 and as such was written off as a bad debt.

F-11

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

		Page
PART I
Special Note Regarding Forward-Looking Statements
Item 1. Business		3
Item 2. Description of Property		16
Item 3. Legal Proceedings		17
Item 4. Submission of Matters to a Vote of Security Holders		17
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities		17
Item 6. Management’s Discussion and Analysis or Plan of Operation		21
Item 7. Financial Statements		25
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		25
Item 8A(T). Controls and Procedures		25
Item 8B. Other Information		27
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act		28
Item 10. Executive Compensation		32
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		34
Item 12. Certain Relationships and Related Transactions		34
Item 13. Exhibits		35
Item 14. Principal Accountant Fees and Services		36
Index to Financial Statements		F-1
SIGNATURES

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED DECEMBER 31, 2007:
Fourth Quarter	$	0.23	$	0.01
Third Quarter	$	0.26	$	0.13
Second Quarter	$	0.32	$	0.12
First Quarter	$	0.23	$	0.12
FISCAL YEAR ENDED DECEMBER 31, 2006:
Fourth Quarter	$	0.25	$	0.14
Third Quarter	$	0.28	$	0.16
Second Quarter	$	0.26	$	0.12
First Quarter	$	0.44	$	0.14

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity Compensation Plans approved by security holders		--		--		--
Equity compensation plans not approved by security holders (1)		8,776,499	$	0.29		266,500
Total:		8,776,499	$	0.29		266,500

Report of Independent Registered Public Accounting Firm - Weaver and Martin, LLC		F-2

Balance Sheets as of December 31, 2007 and 2006		F-3

Statements of Operations for the years ended December 31, 2007 and 2006		F-4

Statements of Changes in Stockholders' Equity for the years ended December 31, 2007 and 2006		F-5

Statements of Cash Flow for the years ended December 31, 2007 and 2006		F-6

Notes to Financial Statements		F-7

	Certified Public Accountants & Consultants
	411 Valentine, Suite 300
	Kansas City, Missouri 64111
	Phone: (816) 756-5525
	Fax: (816) 756-2252

	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	$	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		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		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		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		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

	As of December 31,
	2007			2006
Deferred tax assets:
Net operating loss carry forwards	$	3,115,000		$	2,730,000

Net deferred tax assets before valuation allowance		3,115,000			2,730,000
Less: Valuation allowance		(3,115,000	)		(2,730,000	)
Net deferred tax assets	$	-		$	-

	2007			2006

Average risk-free interest rates		4.20	%		5.07	%
Average expected life (in years)		2.44			1.76
Volatility		203	%		150	%

				Weighted
				Average
	Number			Exercise
	Of Shares			Price

Balance, December 31, 2006		4,411,836		$	0.34
Expired in 2007		(1,183,336	)		(0.40	)
Cancelled in 2007		(200,000	)		(0.25	)
Options granted		5,747,999			0.29
Options exercised		-0-			-0-

Balance, December 31, 2007		8,776,499			0.29

Exercisable, December 31, 2007		8,776,499		$	0.29

	PLAYERS NETWORK

	By:	/s/ Mark Bradley
Date: April 14, 2008		Mark Bradley, Chief Executive Officer

Name	Title	Date

/s/ Mark Bradley	Director & Chief Executive Officer (Principal	April 14, 2008
Mark Bradley	Executive Officer, Principal Financial Officer & Principal Accounting Officer)

/s/ Michael Berk	Director and President of Programming	April 14, 2008
Michael Berk

/s/ Morden Lazarus	Director	April 14, 2008
Morden Lazarus

/s/ Doug Miller	Director	April 14, 2008
Doug Miller

/s/ Terry Debono	Director	April 14, 2008
Terry Debono