UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





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


for the
quarterly period ended March 31, 2009





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


for the
transition period from ______to _________.





Commission
file number: 000-29363





PLAYERS
NETWORK


(Exact
name of registrant as specified in its charter)





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





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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes o No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated filer
              
              Accelerated
      filerNon-accelerated
      filer
              
              Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes  ̈No x





The
number of shares outstanding of the Registrant’s Common Stock on May 13, 2009
was 39,351,636.








PLAYERS
NETWORK


FORM 10-Q


Quarterly
Period Ended March 31, 2009





PageINDEXSPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTSPART
      I. FINANCIAL INFORMATIONItem
      1.
                    Financial
      Statements
                    1Condensed
      Balance Sheets as of March 31, 2009 and March 31, 2008
                    1Condensed
      Statements of Operations for Three Months ended March 31, 2009 and
      2008
                    2Condensed
      Statements of Cash Flows for the Three Months ended March 31, 2009 and
      2008
                    3Notes
      to the Condensed Financial Statements
                    4Item
      2.
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    12Item
      3.
                    Quantitative
      and Qualitative Disclosures About Market Risk.
                    14Item
      4T.
                    Controls
      and Procedures
                    14PART
      II. OTHER INFORMATIONItem
      1.
                    Legal
      Proceedings
                    15Item
      1A.
                    Risk
      Factors
                    15Item
      2.
                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                    15Item
      3.
                    Defaults
      Upon Senior Securities
                    17Item
      4.
                    Submission
      of Matters to a Vote of Security Holders.
                    17Item
      5.
                    Other
      Information
                    17Item
      6.
                    Exhibits
                    17SIGNATURES
                    17







SPECIAL
NOTE REGARDING FORWARD—LOOKING STATEMENTS





On one or
more occasions, we may make forward-looking statements in this Quarterly Report
on Form 10-Q regarding our assumptions, projections, expectations, targets,
intentions or beliefs about future events. Words or phrases such as
“anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,”
“intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,”
“will continue” or similar expressions identify forward-looking statements.
Readers are cautioned that these forward-looking statements are only predictions
and are subject to risks, uncertainties, and assumptions that are difficult to
predict, including those identified below, under “Part II — Other Information, Item
1A. Risk Factors” and elsewhere herein. Therefore, actual results may
differ materially and adversely from those expressed in any forward-looking
statements. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. However, your attention is directed to any further
disclosures made on related subjects in our subsequent annual and periodic
reports filed with the Securities and Exchange Commission on Forms 10-K, 10-Q
and 8-K and Proxy Statements on Schedule 14A.





Unless
the context requires otherwise, references to “we,” “us,” “our,” the “Company”
and “the Company” refer specifically to Players Network and our
subsidiaries.





PART
I - FINANCIAL INFORMATION





Item
1 - Financial Statements





Players
Network


Condensed
Balance Sheets





March 31,
                
                
                December 31,2009
                
                
                2008(Unaudited)AssetsCurrent
      assets:Cash
                
                $
                1,865
                
                
                $
                -Accounts
      receivable, net of allowance for doubtful accounts of $5,000 as of March
      31, 2009  and December 31, 2008
                
                
                10,150
                
                
                
                44,670Total
      current assets
                
                
                12,015
                
                
                
                44,670Fixed
      assets, net
                
                
                1,531
                
                
                
                1,683Total
      Assets
                
                $
                13,546
                
                
                $
                46,353Liabilities
      and Stockholders' Equity (Deficit)Current
      liabilities:Checks
      written in excess of available funds
                
                $
                -
                
                
                $
                2,176Accounts
      payable
                
                
                474,034
                
                
                
                393,090Accrued
      expenses
                
                
                420,811
                
                
                
                353,551Current
      maturities of long term debt, net of discount of $14,600 and $26,297 at
      March 31, 2009 and December 31, 2008, respectively
                
                
                430,000
                
                
                
                423,303Total
      current liabilities
                
                
                1,324,845
                
                
                
                1,172,120Long
      Term Debt, net of discount of $-0- and $-0- at March 31, 2009 and
      December, 31, 2008, respectively
                
                
                25,000
                
                
                
                25,000Total
      Liabilities
                
                
                1,349,845
                
                
                
                1,197,120Stockholders'
      equity (deficit):Preferred
      stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares
      issued and outstanding at March 31, 2009 and December 31,
    2008
                
                
                2,000
                
                
                
                2,000Common
      stock, $0.001 par value, 150,000,000 shares authorized; 37,007,842 and
      35,092,342 shares issued  and outstanding at March 31, 2009 and
      December 31, 2008, respectively
                
                
                37,008
                
                
                
                35,092Additional
      paid-in capital
                
                
                15,130,319
                
                
                
                14,711,305Accumulated
      (deficit)
                
                
                (16,505,626
                )
                
                
                (15,899,164
                )Total
      Stockholders' Equity (Deficit)
                
                
                (1,336,299
                )
                
                
                (1,150,767
                )Total
      Liabilities and Stockholders' Equity (Deficit)
                
                $
                13,546
                
                
                $
                46,353





See
accompanying notes to condensed financial statements


1





Players
Network


Condensed
Statements of Operations


(Unaudited)





For the three months endingMarch 31,2009
                
                
                2008RevenueNetwork
                
                $
                14,720
                
                
                $
                17,385Production
      and other
                
                
                15,635
                
                
                
                106,012Total
      revenue
                
                
                30,355
                
                
                
                123,397Expenses:Direct
      operating costs
                
                
                181,072
                
                
                
                156,577General
      and administrative
                
                
                126,114
                
                
                
                119,723Officer
      salaries and wages
                
                
                230,493
                
                
                
                121,996Salaries
      and wages
                
                
                10,950
                
                
                
                24,312Board
      of director services
                
                
                38,922
                
                
                
                6,981Rent
                
                
                18,749
                
                
                
                18,749Depreciation
      and amortization
                
                
                152
                
                
                
                1,680Total
      operating expenses
                
                
                606,452
                
                
                
                450,018Net
      operating (loss)
                
                
                (576,097
                )
                
                
                (326,621
                )Other
      income (expense):Interest
      expense
                
                
                (30,365
                )
                
                
                (7,007
                )Financing
      costs
                
                
                -
                
                
                
                (13,792
                )Forgiveness
      of debt
                
                
                -
                
                
                
                86,706Total
      other income (expense)
                
                
                (30,365
                )
                
                
                65,907Net
      (loss)
                
                $
                (606,462
                )
                
                $
                (260,714
                )Weighted
      average number of common shares outstanding - basic and fully
      diluted
                
                
                36,559,798
                
                
                
                29,559,783Net
      (loss) per share - basic and fully diluted
                
                $
                (0.02
                )
                
                $
                (0.01
                )





See
accompanying notes to condensed financial statements




2





Players
Network


Condensed
Statements of Cash Flows


(Unaudited)





For the three months endingMarch 31,2009
                
                
                2008Cash
      flows from operating activitiesNet
      (loss)
                
                $
                (606,462
                )
                
                $
                (260,714
                )Adjustments
      to reconcile net (loss) to net cash (used) by operating
      activities:Depreciation
      and amortization expense
                
                
                152
                
                
                
                1,680Forgiveness
      of debt
                
                
                -
                
                
                
                (86,706
                )Amortization
      of beneficial conversion feature
                
                
                11,697
                
                
                
                13,792Stock
      issued for services
                
                
                135,915
                
                
                
                33,950Stock
      issued for compensation, related party
                
                
                32,500
                
                
                
                40,800Loss
      on stock issued for debt
                
                
                10,600
                
                
                
                -Options
      and warrants granted for services
                
                
                186,915
                
                
                
                157,633Decrease
      (increase) in assets:Accounts
      receivable
                
                
                34,520
                
                
                
                1,533Prepaid
      expenses and other current assets
                
                
                -
                
                
                
                11,609Increase
      (decrease) in liabilities:Checks
      written in excess of deposits
                
                
                (2,176
                )
                
                
                -Deferred
      revenues
                
                
                -
                
                
                
                (16,666
                )Accounts
      payable
                
                
                80,944
                
                
                
                40,060Accrued
      expenses
                
                
                67,260
                
                
                
                36,078Net
      cash (used) in operating activities
                
                
                (48,135
                )
                
                
                (26,951
                )Cash
      flows from financing activitiesProceeds
      from sale of common stock
                
                
                50,000
                
                
                
                -Net
      cash provided by financing activities
                
                
                50,000
                
                
                
                -Net
      decrease (increase) in cash
                
                
                1,865
                
                
                
                (26,951
                )Cash
      – beginning
                
                
                -
                
                
                
                69,959Cash
      – ending
                
                $
                1,865
                
                
                $
                43,008Supplemental
      disclosures:Interest
      paid
                
                $
                1,076
                
                
                $
                -Income
      taxes paid
                
                $
                -
                
                
                $
                -Non-cash
      transactions:Stock
      issued for debt
                
                $
                5,000
                
                
                $
                -





See
accompanying notes to condensed financial statements


3





Players
Network


Notes
to Condensed Financial Statements





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 not make the information presented
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, 2008 and notes thereto included in the
Company's 10-K annual report. The Company follows the same accounting policies
in the preparation of interim reports.





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





Reclassifications


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





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
($16,505,626), and as of March 31, 2009, the Company’s current liabilities
exceeded its current assets by $1,312,830 and its total liabilities exceeded its
total assets by $1,336,299. 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.





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.





Note
3 – Related Party





Officers


On
January 9, 2009 the Company granted cashless options to purchase 250,000 shares
of its common stock to the CEO as a bonus for services rendered. The options are
exercisable until January 8, 2013 at an exercise price of $0.20 per share. The
estimated value expensed using the Black-Scholes Pricing Model was
$32,372.





On
January 9, 2009 the Company granted cashless options to purchase 250,000 shares
of its common stock to the President of Programming as a bonus for services
rendered. The options are exercisable until January 8, 2013 at an exercise price
of $0.20 per share. The estimated value expensed using the Black-Scholes Pricing
Model was $32,372.





On
January 9, 2009 the Company granted cashless options to purchase 300,000 shares
of its common stock to the CEO as a bonus for services rendered. The options are
exercisable until January 8, 2012 at an exercise price of $0.20 per share. The
estimated value expensed using the Black-Scholes Pricing Model was
$38,486.





On
January 9, 2009 the Company granted cashless options to purchase 400,000 shares
of its common stock to the President of Programming as a bonus for services
rendered. The options are exercisable until January 8, 2012 at an exercise price
of $0.20 per share. The estimated value expensed using the Black-Scholes Pricing
Model was $51,315.


4


Players
Network


Notes
to Condensed Financial Statements





Board of
Directors


On
January 9, 2009 the Company issued 50,000 shares of common stock as prepaid
compensation for service on the board of directors in 2009 to each of five of
its directors totaling 250,000 shares. The fair value of the common stock in
total was $32,500 based on the closing price of the Company’s stock at the date
of issuance.





On
January 9, 2009 the Company granted 50,000 cashless stock options as prepaid
compensation for service on the board of directors in 2009 to each of five of
its directors. The options are exercisable until January 8, 2013 at an exercise
price of $0.20 per share. The total estimated value using the Black-Scholes
Pricing Model was $32,372.





Note
4 – Long Term Debt





Long-term
debt consists of the following at March 31, 2009, and December 31,
2008:





2009
                
                
                20088%
      unsecured convertible debentures, due in September 2011, convertible into
      500,000 shares of common stock at any time prior to maturity based on a
      conversion price of $0.05 per share. Accrued interest is convertible as
      well at a conversion price of $0.05 per share.
                
                $
                25,000
                
                
                $
                25,0008%
      unsecured convertible debentures, due in March 2009, convertible into
      166,667 shares of common stock at any time prior to maturity based on a
      conversion price of $0.06 per share. Accrued interest is convertible as
      well at a conversion price of $0.06 per share.
                
                
                10,000
                
                
                
                10,0005%
      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
                
                
                
                50,0005%
      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
                
                
                
                60,0005%
      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
                
                
                
                30,0005%
      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
                
                
                
                15,0005%
      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
                
                
                
                25,0005%
      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
                
                
                
                200,0005%
      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
                
                
                
                25,0005%
      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
                
                
                
                25,000Unsecured
      demand note, non interest bearing.
                
                
                4,600
                
                
                
                4,600Unsecured
      demand note due to a former Director of the Company. The non interest
      bearing debt was converted to stock on January 9, 2009.
                
                
                -
                
                
                
                5,000Total
      debt
                
                
                469,600
                
                
                
                474,600Less:
      current portion
                
                
                430,000
                
                
                
                423,303Less:
      discount on beneficial conversion feature
                
                
                14,600
                
                
                
                26,297Long-term
      debt, less current portion
                
                
                25,000
                
                
                
                25,000Less:
      discount on beneficial conversion feature
                
                
                -
                
                
                
                -Long-term
      debt, less current portion and discount on BCF
                
                $
                25,000
                
                
                $
                25,000


5


Players
Network


Notes
to Condensed Financial Statements





Future
maturities of long-term debt are as follows as of March 31, 2009:





2009
                    
                    $
                    444,6002010
                    
                    
                    -2011
                    
                    
                    25,000Thereafter
                    
                    
                    -$
                    469,600





Accrued
interest on the above convertible notes totaled $64,031 and $58,039 at March 31,
2009 and December 31, 2008, respectively.





Interest
expense totaled $30,365 and $7,007 for the three months ending March 31, 2009
and 2008, respectively, of which $1,076 and $1,647, respectively, was incurred
from credit card finance charges and accounts payable finance
charges.





In
addition, in accordance with EITF No. 98-5, “Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios”(“EITF 98-5”) and EITF No. 00-27, “Application of Issue No.
98-5 to Certain Convertible Instruments” (“EITF 00-27”), the Company
recognized and measured the embedded beneficial conversion feature present in
the convertible debt, by allocating a portion of the proceeds equal to the
intrinsic value of the feature to additional paid-in-capital. The intrinsic
value of the feature was calculated on the commitment date using the effective
conversion price between the detachable common stock issued and the convertible
debt. This intrinsic value is limited to the portion of the proceeds allocated
to the convertible debt.





The
aforementioned accounting treatment resulted in a total debt discount equal to
$167,952. The discount is amortized over a three-year period, from the date of
issuance until the stated redemption date of the debt.





According
to the terms of the Convertible Promissory Notes, the estimated number of shares
that would be received upon conversion was 2,880,980 shares at March 31,
2009.





During
the three months ending March 31, 2009 and 2008, the Company recorded financial
expenses in the amount of $11,697 and $13,792, respectively, attributed to the
amortization of the aforementioned debt discount.





Note
5 – Stockholders’ equity





Stock
issuances


On March
12, 2009 the Company issued 250,000 shares of common stock, along with warrants
to purchase another 250,000 shares at $0.15 per share and 50,000 shares at $1.00
per share, exercisable for 36 months, in exchange for cash proceeds of $25,000.
The relative fair value of the common stock is $9,754 and the relative fair
value of warrants is $14,996.





On
February 16, 2009 the Company issued 250,000 shares of common stock, along with
warrants to purchase another 250,000 shares at $0.15 per share, exercisable for
36 months, in exchange for cash proceeds of $25,000. The relative fair value of
the common stock is $11,864 and the relative fair value of warrants is
$12,886.





On
January 9, 2009 the Company issued 12,000 shares of common stock to a consultant
for video production services rendered. The total fair value of the common stock
was $1,560 based on the closing price of the Company’s stock at the date of
issuance.





On
January 9, 2009 the Company issued 2,000 shares of common stock to a consultant
for video production services rendered. The total fair value of the common stock
was $260 based on the closing price of the Company’s stock at the date of
issuance.


6


Players
Network


Notes
to Condensed Financial Statements





On
January 9, 2009 the Company issued 120,000 shares of common stock to a debt
holder for payment in lieu of cash on a $5,000 interest free demand note. The
total fair value of the common stock was $15,600 based on the closing price of
the Company’s stock at the date of issuance. A loss on settlement of debt was
incurred to account for the $10,600 premium payment in excess of the principal
debt.





On
January 9, 2009 the Company issued 50,000 shares of free trading common stock to
a consultant for accounting services provided. The total fair value of the
common stock was $6,500 based on the closing price of the Company’s stock at the
date of issuance.





On
January 9, 2009 the Company issued 26,500 shares of free trading common stock to
a consultant for sales & marketing services rendered. The total fair value
of the common stock was $3,445 based on the closing price of the Company’s stock
at the date of issuance.





On
January 9, 2009 the Company issued 5,000 shares of free trading common stock to
a consultant for website production services rendered. The total fair value of
the common stock was $650 based on the closing price of the Company’s stock at
the date of issuance.





On
January 9, 2009 the Company issued 50,000 shares of common stock as prepaid
compensation for service on the board of directors in 2009 to each of five of
its directors totaling 250,000 shares. The fair value of the common stock in
total was $32,500 based on the closing price of the Company’s stock at the date
of issuance.





On
January 9, 2009 the Company issued 500,000 shares of common stock to a video
production company for video encoding and production services. The total fair
value of the common stock was $65,000 based on the closing price of the
Company’s stock at the date of issuance.





On
January 9, 2009 the Company issued 10,000 shares of common stock to a consultant
for video production services rendered. The total fair value of the common stock
was $1,300 based on the closing price of the Company’s stock at the date of
issuance.





On
January 9, 2009 the Company issued 10,000 shares of common stock to a consultant
for video production services rendered. The total fair value of the common stock
was $1,300 based on the closing price of the Company’s stock at the date of
issuance.





On
January 9, 2009 the Company issued 10,000 shares of common stock to an employee
as a bonus for services rendered. The total fair value of the common stock was
$1,300 based on the closing price of the Company’s stock at the date of
issuance.





On
January 9, 2009 the Company issued 5,000 shares of common stock to a consultant
for video production services rendered. The total fair value of the common stock
was $650 based on the closing price of the Company’s stock at the date of
issuance.





On
January 9, 2009 the Company issued 5,000 shares of common stock to a consultant
for commissions earned on sound stage rentals. The total fair value of the
common stock was $650 based on the closing price of the Company’s stock at the
date of issuance.





On
January 9, 2009 the Company issued 5,000 shares of common stock to a consultant
for website production services rendered. The total fair value of the common
stock was $650 based on the closing price of the Company’s stock at the date of
issuance.





On
January 9, 2009 the Company issued 50,000 shares of common stock to a consultant
for accounting services provided. The total fair value of the common stock was
$6,500 based on the closing price of the Company’s stock at the date of
issuance.





On
January 9, 2009 the Company issued 125,000 shares of common stock to a
consultant for administrative services provided. The total fair value of the
common stock was $16,250 based on the closing price of the Company’s stock at
the date of issuance.





On
January 9, 2009 the Company issued 100,000 shares of common stock to a
consultant for equity promotion & marketing services rendered. The total
fair value of the common stock was $13,000 based on the closing price of the
Company’s stock at the date of issuance.





On
January 9, 2009 the Company issued 100,000 shares of common stock to a
consultant for equity promotion & marketing services rendered. The total
fair value of the common stock was $13,000 based on the closing price of the
Company’s stock at the date of issuance.





On
January 9, 2009 the Company issued 30,000 shares of common stock to a consultant
for video production services rendered. The total fair value of the common stock
was $3,900 based on the closing price of the Company’s stock at the date of
issuance.


7


Players
Network


Notes
to Condensed Financial Statements





Stock
options


On
January 9, 2009 the Company granted 50,000 cashless stock options as prepaid
compensation for service on the board of directors in 2009 to each of five of
its directors. The options are exercisable until January 8, 2013 at an exercise
price of $0.20 per share. The total estimated value using the Black-Scholes
Pricing Model was $32,372.





On
January 9, 2009 the Company granted cashless options to purchase 250,000 shares
of its common stock to the CEO as a bonus for services rendered. The options are
exercisable until January 8, 2013 at an exercise price of $0.20 per share. The
estimated value expensed using the Black-Scholes Pricing Model was
$32,372.





On
January 9, 2009 the Company granted cashless options to purchase 250,000 shares
of its common stock to the President of Programming as a bonus for services
rendered. The options are exercisable until January 8, 2013 at an exercise price
of $0.20 per share. The estimated value expensed using the Black-Scholes Pricing
Model was $32,372.





On
January 9, 2009 the Company granted cashless options to purchase 300,000 shares
of its common stock to the CEO as a bonus for services rendered. The options are
exercisable until January 8, 2012 at an exercise price of $0.20 per share. The
estimated value expensed using the Black-Scholes Pricing Model was
$38,486.





On
January 9, 2009 the Company granted cashless options to purchase 400,000 shares
of its common stock to the President of Programming as a bonus for services
rendered. The options are exercisable until January 8, 2012 at an exercise price
of $0.20 per share. The estimated value expensed using the Black-Scholes Pricing
Model was $51,315.





Note
6 – Warrants and options





Options and Warrants
Granted


On March
12, 2009 the Company issued warrants to purchase 250,000 shares at $0.15 per
share and warrants to purchase another 50,000 shares at $1.00 per share,
exercisable for 36 months, as part of a subscription agreement in exchange for
cash proceeds of $25,000. The relative fair value of the common stock is $9,754
and the relative fair value of warrants is $14,996.





On
February 16, 2009 the Company issued 250,000 shares of common stock, along with
warrants to purchase another 250,000 shares at $0.15 per share, exercisable for
36 months, in exchange for cash proceeds of $25,000. The relative fair value of
the common stock is $11,864 and the relative fair value of warrants is
$12,886.





On
January 9, 2009 the Company granted 50,000 cashless stock options as prepaid
compensation for service on the board of directors in 2009 to each of five of
its directors. The options are exercisable until January 8, 2013 at an exercise
price of $0.20 per share. The total estimated value using the Black-Scholes
Pricing Model was $32,372.





On
January 9, 2009 the Company granted cashless options to purchase 250,000 shares
of its common stock to the CEO as a bonus for services rendered. The options are
exercisable until January 8, 2013 at an exercise price of $0.20 per share. The
estimated value expensed using the Black-Scholes Pricing Model was
$32,372.





On
January 9, 2009 the Company granted cashless options to purchase 250,000 shares
of its common stock to the President of Programming as a bonus for services
rendered. The options are exercisable until January 8, 2013 at an exercise price
of $0.20 per share. The estimated value expensed using the Black-Scholes Pricing
Model was $32,372.





On
January 9, 2009 the Company granted cashless options to purchase 300,000 shares
of its common stock to the CEO as a bonus for services rendered. The options are
exercisable until January 8, 2012 at an exercise price of $0.20 per share. The
estimated value expensed using the Black-Scholes Pricing Model was
$38,486.





On
January 9, 2009 the Company granted cashless options to purchase 400,000 shares
of its common stock to the President of Programming as a bonus for services
rendered. The options are exercisable until January 8, 2012 at an exercise price
of $0.20 per share. The estimated value expensed using the Black-Scholes Pricing
Model was $51,315.





Options and Warrants
Cancelled





No
options or warrants were cancelled during the three months ending March 31,
2009.


8


Players
Network
 Notes
to Condensed Financial Statements
 
 Options and Warrants
Expired
 During
the three months ending March 31, 2009, 800,000 options that were outstanding as
of December 31, 2008 expired. The expiration of the options and warrants had no
impact on the current period operations.
 
 Options
Exercised
 No
options were exercised during the three months ending March 31,
2009.
 
 The
following is a summary of information about the Stock Options outstanding at
March 31, 2009.
 
 Shares
      Underlying Options Outstanding
                                                    
                                                    Shares
      Underlying
                                                      Options
      ExercisableWeightedShares
                                                    
                                                    Average
                                                    
                                                    Weighted
                                                    
                                                    Shares
                                                    
                                                    WeightedUnderlying
                                                    
                                                    Remaining
                                                    
                                                    Average
                                                    
                                                    Underlying
                                                    
                                                    AverageRange of
                                                    
                                                    Options
                                                    
                                                    Contractual
                                                    
                                                    Exercise
                                                    
                                                    Options
                                                    
                                                    ExerciseExercise Prices
                                                    
                                                    Outstanding
                                                    
                                                    Life
                                                    
                                                    Price
                                                    
                                                    Exercisable
                                                    
                                                    Price$
                                                    0.15
      - 1.00
                                                    
                                                    
                                                    7,611,333
                                                    
                                                    1.92
      years
                                                    
                                                    $
                                                    0.26
                                                    
                                                    
                                                    7,611,333
                                                    
                                                    $
                                                    0.26
 
 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:
 
 2009
                                                  
                                                  
                                                  2008Average
      risk-free interest rates
                                                  
                                                  
                                                  2.05
                                                  %
                                                  
                                                  
                                                  2.02
                                                  %Average
      expected life (in years)
                                                  
                                                  
                                                  3
                                                  
                                                  
                                                  
                                                  2Volatility
                                                  
                                                  
                                                  294
                                                  %
                                                  
                                                  
                                                  180
                                                  %
 
 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 2009 and 2008, 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 granted with exercise prices at the
current fair value of the underlying stock during the three months ending, March
31, 2009 was approximately $0.22 per option, and during the three months ending
March 31, 2008 was approximately $0.20 per option.
 
 The
following is a summary of activity of outstanding stock options:
 
 WeightedAverageNumber
                          
                          Exerciseof Shares
                          
                          PriceBalance,
      December 31, 2008
                          
                          
                          6,661,333
                          
                          
                          
                          0.28Options
      expired
                          
                          
                          (800,000)
                          
                          
                          
                          (0.43)Options
      cancelled
                          
                          
                          -0-
                          
                          
                          
                          -0-Options
      granted
                          
                          
                          2,000,000
                          
                          
                          
                          0.22Options
      exercised
                          
                          
                          -0-
                          
                          
                          
                          -0-Balance,
      March 31, 2009
                          
                          
                          7,861,333
                          
                          
                          
                          0.28Exercisable,
      March 31, 2009
                          
                          
                          7,861,333
                          
                          
                          $
                          0.28
  9
  Players
Network
 Notes
to Condensed Financial Statements
 
 Note
7 – Subsequent events
 
 Stock
issuances
 On May 7,
2009 the Company issued 441,913 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 a total of $49,629 of accrued
interest.
 
 On May 7,
2009 the CEO accepted 347,547 shares in exchange for $42,500 of unpaid
salary.
 
 On May 7,
2009 the President of Programming accepted 478,388 shares in exchange for
$58,500 of unpaid salary.
 
 On May 7,
2009 the Company issued 100,000 free trading (S-8) shares of common stock to an
accountant for accounting services rendered. The total fair value of the common
stock was $14,000.
 
 On May 7,
2009 the Company issued 50,000 free trading (S-8) shares of common stock to a
consultant for website design services rendered. The total fair value of the
common stock was $7,000.
 
 On May 7,
2009 the Company issued 120,000 shares of restricted common stock to a Director
for consulting services rendered. The total fair value of the common stock was
$16,800.
 
 On May 7,
2009 the Company issued 20,000 shares of restricted common stock to a company
for investor relation services rendered. The total fair value of the common
stock was $2,800.
 
 On May 7,
2009 the Company issued 10,000 shares of restricted common stock to a consultant
for investor relation services rendered. The total fair value of the common
stock was $1,400.
 
 On May 7,
2009 the Company issued 75,000 shares of restricted common stock to a consultant
for services rendered. The total fair value of the common stock was
$10,500.
 
 On May 7,
2009 the Company issued 100,000 shares of restricted common stock to a
consultant for investor relation services rendered. The total fair value of the
common stock was $14,000.
 
 On May 7,
2009 the Company issued 30,000 shares of restricted common stock to a consultant
for services rendered. The total fair value of the common stock was
$4,200.
 
 On May 7,
2009 the Company issued 20,000 shares of restricted common stock to a consultant
for video editing services rendered. The total fair value of the common stock
was $2,800.
 
 On May 7,
2009 the Company issued 20,000 shares of restricted common stock to a consultant
for administrative services rendered. The total fair value of the common stock
was $2,800.
 
 On May 7,
2009 the Company issued 15,000 shares of restricted common stock to a consultant
for video editing services rendered. The total fair value of the common stock
was $2,100.
 
 On May 7,
2009 the Company sold 100,000 shares of common stock to an investor in exchange
for proceeds of $10,000.
 
 On April
1, 2009 the Company issued 150,000 shares of common stock to a consultant for
sales & marketing services rendered. The total fair value of the common
stock was $13,500.
 
 On April
1, 2009 the Company issued 50,000 shares of common stock to a consultant for
administrative services provided. The total fair value of the common stock was
$4,500.
 
 On April
1, 2008 the Company issued 215,946 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 a total of $49,629 of accrued
interest.
  10
  Players
Network
 Notes
to Condensed Financial Statements
 
 Letter of
Intent
 On May 4,
2009 the Company entered into a letter of intent to form a Joint Venture with
another company to develop a multi-media presentation that will include a short
pilot show and a Power Point Presentation that demonstrates the “Project”. The
“Project” will include a game show, national sweepstakes and gaming
concept.
  11
 
 Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations.
 
 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 Three Months Ended March 31, 2009 and March 31,
2008:
 
 For the Three Months Ended
                    March 31,
                  
                  
                  Increase /
                    (Decrease)2009
                  
                  
                  2008Revenues
                  
                  $
                  30,355
                  
                  
                  $
                  123,397
                  
                  
                  $
                  (93,042
                  )Direct
      operating costs
                  
                  
                  181,072
                  
                  
                  
                  156,577
                  
                  
                  
                  24,495General
      and administrative
                  
                  
                  126,114
                  
                  
                  
                  119,723
                  
                  
                  
                  6,391Salaries
      and wages
                  
                  
                  241,443
                  
                  
                  
                  146,308
                  
                  
                  
                  95,135Consulting
      services
                  
                  
                  38,922
                  
                  
                  
                  6,981
                  
                  
                  
                  31,941Rent
                  
                  
                  18,749
                  
                  
                  
                  18,749
                  
                  
                  
                  -Depreciation
      and amortization
                  
                  
                  152
                  
                  
                  
                  1,680
                  
                  
                  
                  (1,528
                  )Total
      Operating Expenses
                  
                  
                  606,452
                  
                  
                  
                  450,018
                  
                  
                  
                  156,434Net
      Operating (Loss)
                  
                  
                  (576,097
                  )
                  
                  
                  (326,621
                  )
                  
                  
                  (249,476
                  )Total
      other income (expense)
                  
                  
                  (30,365
                  )
                  
                  
                  65,907
                  
                  
                  
                  (96,272
                  )Net
      (Loss)
                  
                  $
                  (606,462
                  )
                  
                  $
                  (260,714
                  )
                  
                  $
                  (345,748
                  )
  12
  Revenues:
 
 During
the three months ended March 31, 2009 and 2008, 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 three months ended March 31, 2009 were $30,355 compared to
revenues of $123,397 in the three months ended March 31, 2008, a decrease in
revenues of $93,042, or 75%. Revenues from networks were down significantly in
the three months ended March 31, 2009 due to a significant reduction in
advertising spending and slow acceptance of the company’s media content.
Production revenues decreased significantly as well due to a sharp decline in
the use of sound stages and other production facilities to produce content for
our customers. Our customers have tightened their budgets and, as a result, our
revenues have decreased.
 
 Direct
Operating Costs:
 
 Direct
operating costs were $181,072 for the three months ended March 31, 2009 compared
to $156,577 for the three months ended March 31, 2008, an increase of $24,495 or
16%. Our direct operating costs in 2009 increased due to an increase in our
audio/video content, much of which was paid in common stock in lieu of cash.
During the three months ending March 31, 2009 we issued 605,500 shares valued at
$78,715 for video production services. In 2009 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 $126,114 for the three months ended March 31,
2009 compared to $119,723 for the three months ended March 31, 2008, an increase
of $6,391 or approximately 5%. The increase in general and administrative
expense for the three months ended March 31, 2009 compared to 2008 was primarily
due to an increased use of independent contractors to provide administrative
services that were previously performed by employees.
 
 Salaries
and wages:
 
 Salaries
and wage expense was $241,443 for the three months ended March 31, 2009 compared
to $146,308 for the three months ended March 31, 2008, an increase of $95,135 or
39%. The Company recorded non-cash payments on accrued salaries and wages
totaling $181,793 and $85,196, during the three months ended March 31, 2009 and
2008, respectively, which included accrued salaries from prior periods. The
non-cash payments consisted of the value of common stock, recorded at fair
value, issued to employees of $14,300 and $34,000 for the three months ended
March 31, 2009 and 2008, respectively, as well as, common stock options,
recorded at fair value of $167,493 and $51,196 for the three months ended March
31, 2009 and 2008, respectively. Salaries and wage expenses increased for the
three months ended March 31, 2009 compared to 2008 primarily because of an
increase in the issuance of common stock options to Officers.
 
 Board
of director services:
 
 Board of
director services expense was $38,922 for the three months ended March 31, 2009
compared to $6,981 for the three months ended March 31, 2008, an increase
of $31,941 or 458%. Board of director services increased for the three months
ended March 31, 2009 compared to 2008 due to an increase in the
compensation for board services, which included the issuance of common stock, as
well as, common stock options in 2009, while only common stock options were
granted to board members in 2008. During the three months ended March 31, 2009
and 2008, the Company recorded non-cash expenses for consulting services
totaling $38,922 and $6,981. The non-cash expenses consisted of the value of
common stock and common stock options, recorded at fair value, issued to board
members.
 
 Rent:
 
 Rent
expense was $18,749 for the three months ended March 31, 2009 and
2008.
 
 Depreciation
and amortization:
 
 Depreciation
and amortization expense was $152 the three months ended March 31, 2009 compared
to $1,680 for the three months ended March 31, 2008, a decrease of $1,528 or
90%. The decrease in depreciation and amortization for the three months ended
March 31, 2009 compared to 2008 was due to fixed assets becoming fully
depreciated after the period ending March 31, 2008. The Company has not
purchased new assets to replace fully depreciated assets.
  13
 
 Net
Operating Loss:
 
 Net
operating loss for the three months ended March 31, 2009 was $576,097 or ($0.02)
per share compared to a net operating loss of $326,621 for the three months
ended March 31, 2008, or ($0.01) per share, an increase of $249,476 or 43%. Net
operating loss increased primarily as a result of our increased non-cash officer
salaries and decreased revenues in 2009 compared to 2008.
 
 Net
Loss:
 
 The net
loss for the three months ended March 31, 2009 was $606,462 compared to a net
loss of $260,714 for the three months ended March 31, 2008, an increased net
loss of $345,748. Net loss increased primarily as a result of our increased
non-cash officer salaries and decreased revenues in 2009 compared to 2008, as
well as, $86,706 of debt forgiveness income in 2008 that was not received in
2009.
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 The
following table summarizes total assets, accumulated deficit, stockholders’
equity and working capital at March 31, 2009 compared to March 31,
2008.
 
 March 31, 2009
                  
                  
                  March 31, 2008Total
      Assets
                  
                  $
                  13,546
                  
                  
                  $
                  46,353Accumulated
      (Deficit)
                  
                  $
                  (16,505,626
                  )
                  
                  $
                  (15,899,164
                  )Stockholders’
      Equity
                  
                  $
                  (1,336,299
                  )
                  
                  $
                  (1,150,767
                  )Working
      Capital (Deficit)
                  
                  $
                  (1,312,830
                  )
                  
                  $
                  (1,127,450
                  )
 
 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 March 31, 2009, we had a negative working capital position of
$(1,312,830). 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 twelve 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 2009. In the three months ending March 31,
2009, the Company issued 1,295,500 shares of common stock valued at $168,415,
and, 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 the remainder of
2009.
 
 Item
3. Quantitative And Qualitative Disclosures About Market Risks
 
 Not
required.
 
 Item
4T. Controls and Procedures
 
 Evaluation
of Disclosure Controls and Procedures
 
 The
Company's management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act of 1943, as amended) that is designed to ensure that
information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission's
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer's management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure. Based upon their
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that as of March 31, 2009 our disclosure controls and procedures were
not effective.
  14
 
 Changes
in Internal Control over Financial Reporting:
 
 There
were no changes in our internal control over financial reporting, other than
those stated above, during our most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
 
 Remediation
Efforts to Address Material Weakness in Internal Control over Financial
Reporting
 
 Throughout
the three months ended March 31, 2009, we began the implementation of a
remediation plan to address the material weaknesses identified during the audit
of our fiscal year ended December 31, 2008. The control deficiencies that gave
rise to the material weaknesses related to the fact that our accounting
resources did not include enough people with the detailed knowledge, experience
and training in the selection and application of certain accounting principles
generally accepted in the United States of America (GAAP) to meet our financial
reporting needs. These control deficiencies contributed to material weaknesses
in internal control with respect to segregation of duties, controls over
financial reporting at the India subsidiary, stockholders equity and share-based
compensation, acquisitions as well as financial statement presentation and
disclosures. We have hired consultants with the necessary accounting knowledge,
experience and training to meet the needs of our organization. We will continue
to implement process changes and hire employees or consultants to address the
material weaknesses noted in the internal controls over financial reporting for
fiscal 2009. Once placed in operation for a sufficient period of time, we will
evaluate the overall effectiveness of these new process changes to determine if
they are operating effectively.
 
 Inherent
Limitations of Internal Controls
 
 Our
management, including our CEO, do not expect that our disclosure controls and
procedures or our internal controls will prevent all error and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of a simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.
 
 PART
II OTHER INFORMATION
 
 Item
1. Legal Proceedings
 
 From time
to time, we may become involved in various lawsuits and legal proceedings which
arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. We are not presently a party
to any material litigation, nor to the knowledge of management is any litigation
threatened against us, which may materially affect us.
 
 Item
1A. Risk Factors
 
 There
has been no change in the Company's risk factors since the Company’s Annual
Report on Form 10-K filed with SEC on April 20, 2009.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 On March
12, 2009 the Company issued 250,000 shares of common stock, along with warrants
to purchase another 250,000 shares at $0.15 per share and 50,000 shares at $1.00
per share, exercisable for 36 months, in exchange for cash proceeds of
$25,000.
 
 On
February 16, 2009 the Company issued 250,000 shares of common stock, along with
warrants to purchase another 250,000 shares at $0.15 per share, exercisable for
36 months, in exchange for cash proceeds of $25,000.
  15
 
 On
January 9, 2009 the Company issued 12,000 shares of common stock to a consultant
for video production services rendered. The total fair value of the common stock
was $1,560.
 
 On
January 9, 2009 the Company issued 2,000 shares of common stock to a consultant
for video production services rendered. The total fair value of the common stock
was $260.
 
 On
January 9, 2009 the Company issued 120,000 shares of common stock to a debt
holder for payment in lieu of cash on a $5,000 interest free demand note. The
total fair value of the common stock was $15,600. A finance charge was expensed
to account for the $10,600 premium payment in excess of the principal
debt.
 
 On
January 9, 2009 the Company issued 50,000 shares of free trading common stock to
a consultant for accounting services provided. The total fair value of the
common stock was $6,500.
 
 On
January 9, 2009 the Company issued 26,500 shares of free trading common stock to
a consultant for sales & marketing services rendered. The total fair value
of the common stock was $3,445.
 
 On
January 9, 2009 the Company issued 5,000 shares of free trading common stock to
a consultant for website production services rendered. The total fair value of
the common stock was $650.
 
 On
January 9, 2009 the Company issued 50,000 shares of common stock as prepaid
compensation for service on the board of directors in 2009 to each of five of
its directors totaling 250,000 shares. The fair value of the common stock in
total was $32,500.
 
 On
January 9, 2009 the Company issued 500,000 shares of common stock to a video
production company for video encoding and production services. The total fair
value of the common stock was $65,000.
 
 On
January 9, 2009 the Company issued 10,000 shares of common stock to a consultant
for video production services rendered. The total fair value of the common stock
was $1,300.
 
 On
January 9, 2009 the Company issued 10,000 shares of common stock to a consultant
for video production services rendered. The total fair value of the common stock
was $1,300.
 
 On
January 9, 2009 the Company issued 10,000 shares of common stock to an employee
as a bonus for services rendered. The total fair value of the common stock was
$1,300.
 
 On
January 9, 2009 the Company issued 5,000 shares of common stock to a consultant
for video production services rendered. The total fair value of the common stock
was $650.
 
 On
January 9, 2009 the Company issued 5,000 shares of common stock to a consultant
for commissions earned on sound stage rentals. The total fair value of the
common stock was $650.
 
 On
January 9, 2009 the Company issued 5,000 shares of common stock to a consultant
for website production services rendered. The total fair value of the common
stock was $650.
 
 On
January 9, 2009 the Company issued 50,000 shares of common stock to a consultant
for accounting services provided. The total fair value of the common stock was
$6,500.
 
 On
January 9, 2009 the Company issued 125,000 shares of common stock to a
consultant for administrative services provided. The total fair value of the
common stock was $16,250.
 
 On
January 9, 2009 the Company issued 100,000 shares of common stock to a
consultant for equity promotion & marketing services rendered. The total
fair value of the common stock was $13,000.
 
 On
January 9, 2009 the Company issued 100,000 shares of common stock to a
consultant for equity promotion & marketing services rendered. The total
fair value of the common stock was $13,000.
 
 On January 9, 2009 the Company issued
30,000 shares of common stock to a consultant for video production services
rendered. The total fair value of the common stock was
$3,900.
  16
  Item
3. Defaults Upon Senior Securities
 
 None
 
 Item
4. Submission of Matters to a Vote of Security Holders
 
 None
 
 Item
5. Other Information
 
 None
 
 Item
6. Exhibits
 
 31.1
                
                Certifications
      pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act
      of 1934, as amended, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.*32.1
                
                Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.*
 
 * Filed
herewith.
 
 SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the registrant caused this
Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto
duly authorized.
 
 Date: May
19, 2009
 
 Players
      Network/s/
      Mark BradleyMark
      BradleyChief
      Executive Officer
                (Principal
      Executive Officer)
  17