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 June 30, 2009.




o
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 o





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 (229.405 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 o

Accelerated filer oNon-accelerated filer o

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 o No x





The number of shares outstanding of the Registrant’s Common Stock on August 12, 2009 was 40,161,636













PLAYERS NETWORK


FORM 10-Q


Quarterly Period Ended June 30, 2009





PageINDEXSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
iiPART I. FINANCIAL INFORMATIONItem 1.
Financial Statements
1Condensed Balance Sheets as of June 30, 2009 and December 31, 2008
1Condensed Statements of Operations for Six Months ended June 30, 2009 and 2008
2Condensed Statements of Cash Flows for the Six Months ended June 30, 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.
15Item 4T.
Controls and Procedures
15PART II. OTHER INFORMATIONItem 1.
Legal Proceedings
16Item 1A.
Risk Factors
16Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
16Item 3.
Defaults Upon Senior Securities
18Item 4.
Submission of Matters to a Vote of Security Holders.
18Item 5.
Other Information
18Item 6.
Exhibits
18SIGNATURES
19





i
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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.








ii
 Table of Contents




PART I - FINANCIAL INFORMATION


Item 1 - Financial Statements


Players Network


Condensed Balance Sheets




June 30,


December 31,2009


2008(Unaudited)AssetsCurrent assets:Cash

$
4,589


$
-Accounts receivable, net of allowance fordoubtful accounts of $5,000


3,500



44,670Total current assets


8,089



44,670Fixed assets, net


1,378



1,683Total Assets

$
9,467


$
46,353Liabilities and Stockholders' Equity (Deficit)Current liabilities:Checks written in excess of available funds

$
-


$
2,176Accounts payable


532,682



393,090Accrued expenses


362,494



353,551Current maturities of long term debt, net of discount of $5,185and $26,297 at June 30, 2009 and December 31, 2008, respectively


441,915



423,303Total current liabilities


1,337,091



1,172,120Long Term Debt, net of discount of $-0- and $-0-at June 30, 2009 and December, 31, 2008, respectively


25,000



25,000Total Liabilities


1,362,091



1,197,120Stockholders' equity (deficit):Preferred stock, $0.001 par value, 2,000,000 sharesauthorized; 2,000,000 shares issued and outstandingat June 30, 2009 and December 31, 2008


2,000



2,000Common stock, $0.001 par value, 150,000,000 sharesauthorized; 40,031,636 and 35,092,342 shares issuedand outstanding at June 30, 2009 and December 31, 2008


40,032



35,092Additional paid-in capital


15,501,934



14,711,305Accumulated (deficit)


(16,896,590
)


(15,899,164
)Total Stockholders' Equity (Deficit)


(1,352,624
)


(1,150,767
)Total Liabilities and Stockholders' Equity (Deficit)

$
9,467


$
46,353





See accompanying notes to condensed financial statements




1
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Players Network


Condensed Statements of Operations


(Unaudited)








For the three months ended


For the six months endedJune 30,


June 30,2009


2008


2009


2008RevenueNetwork

$
10,563


$
21,625


$
25,283


$
39,010Production and other


6,150



50,893



21,785



156,905Total revenue


16,713



72,518



47,068



195,915Expenses:Direct operating costs


84,489



75,517



265,561



232,094General and administrative


164,721



71,111



265,835



190,834Officer salaries


105,000



62,454



360,493



184,450Salaries and wages


9,350



18,101



20,300



42,413Board of director services


-



-



38,922



6,981Rent


18,750



19,536



37,499



38,285Depreciation and amortization


153



1,549



305



3,229Total operating expenses


382,463



248,268



988,915



698,286Net operating (loss)


(365,750
)


(175,750
)


(941,847
)


(502,371
)Other income (expense):Interest expense


(25,214
)


(21,409
)


(55,579
)


(42,208
)Forgiveness of debt


-



18,000



-



104,706Total other income (expense)


(25,214
)


(3,409
)


(55,579
)


62,498Net (loss)

$
(390,964
)

$
(179,159
)

$
(997,426
)

$
(439,873
)Weighted average number of commonshares outstanding - basic and fully diluted


38,794,717



30,221,310



37,683,431



29,890,547Net (loss) per share - basic and fully diluted

$
(0.01
)

$
(0.01
)

$
(0.03
)

$
(0.01
)







See accompanying notes to condensed financial statements




2
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Players Network


Condensed Statements of Cash Flows


(Unaudited)




For the six months endedJune 30,2009


2008Cash flows from operating activitiesNet (loss)

$
(997,426
)

$
(439,873
)Adjustments to reconcile net (loss) tonet cash (used) by operating activities:Depreciation and amortization expense


305



3,229Forgiveness of debt


-



(104,706
)Amortization of beneficial conversion feature


21,112



27,584Stock issued for services


276,916



73,450Stock issued for compensation, related party


194,931



97,255Stock issued for financing cost


20,178



-Options and warrants granted for services


186,915



166,890Decrease (increase) in assets:Accounts receivable


41,170



(26,732
)Prepaid expenses and other current assets


-



11,781Increase (decrease) in liabilities:Checks written in excess of deposits


(2,176
)


753Deferred revenues


-



(26,666
)Accounts payable


139,592



102,130Accrued expenses


58,572



44,946Net cash (used) by operating activities


(59,911
)


(69,959
)Cash flows from financing activitiesProceeds from long term debt


2,500



-Proceeds from sale of common stock


62,000



-Net cash provided in financing activities


64,500



-Net decrease (increase) in cash


4,589



(69,959
)Cash - beginning


-



69,959Cash - ending

$
4,589


$
-Supplemental disclosures:Interest paid

$
2,305


$
-Income taxes paid

$
-


$
-Non-cash transactions:Stock issued for debt

$
54,629


$
-





See accompanying notes to condensed financial statements




3
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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.





Reclassifications


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




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








Note 2 – Going Concern





As shown in the accompanying condensed financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of ($16,896,590), and as of June 30, 2009, the Company’s current liabilities exceeded its current assets by $1,329,002 and its total liabilities exceeded its total assets by $1,352,624.
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 June 18, 2009 the board of directors granted a bonus of 250,000 shares of common stock to the CEO for services rendered. The fair market value of the shares based on the closing stock price at the grant date was $30,000. The shares were issued on July 1, 2009.





On May 7, 2009 the CEO accepted 347,547 shares in exchange for $48,657 of unpaid salary, the fair market value of the common stock.





On May 7, 2009 the President of Programming accepted 478,388 shares in exchange for $66,974 of unpaid salary, the fair market value of the common stock.





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.




4
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Players Network
 Notes to Condensed Financial Statements






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.


Board of Directors


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 January 9, 2009 the Company issued 50,000 shares of restricted 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 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 June 30, 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. The non interest bearing debt was converted to stock on July 15, 2009.


2,500



-Unsecured 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


472,100



474,600Less: current portion


441,915



423,303Less: discount on beneficial conversion feature


5,185



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
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Players Network
 Notes to Condensed Financial Statements


Future maturities of long-term debt are as follows as of June 30, 2009:





2009

$
447,1002010


-2011


25,000Thereafter


-$
472,100





Accrued interest on the above convertible notes totaled $20,394 and $58,039 at June 30, 2009 and December 31, 2008, respectively.





Interest expense totaled $35,400 and $42,208 for the six months ended June 30, 2009 and 2008, respectively, of which $2,305 and $3,903, 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 2,701,786 shares at June 30, 2009.





During the six months ended June 30, 2009 and 2008, the Company recorded financial expenses in the amount of $21,112 and $27,584, respectively, attributed to the amortization of the aforementioned debt discount.








Note 5 – Stockholders’ Equity





Stock issuances


On June 26, 2009 the Company cancelled and returned to treasury 100,000 shares of common stock previously issued to a consultant. The shares were cancelled due to non-performance of services.





On June 18, 2009 the board of directors granted a bonus of 250,000 shares of restricted common stock to the CEO for services rendered. The fair market value of the shares based on the closing stock price at the grant date was $30,000. The shares were issued on July 1, 2009.





On June 18, 2009 the Company granted 100,000 shares of restricted common stock to a consultant for services rendered. The fair market value of the shares based on the closing stock price at the grant date was $12,000. The shares were issued on July 1, 2009.





On June 18, 2009 the Company granted 50,000 shares of restricted common stock to a consultant for administrative services provided. The total fair value of the common stock was $6,000. The shares were issued on July 1, 2009.




6
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Players Network
 Notes to Condensed Financial Statements





On June 18, 2009 the Company granted 100,000 shares of restricted common stock to a consultant for accounting services rendered. The fair market value of the shares based on the closing stock price at the grant date was $12,000. The shares were issued on July 19, 2009.





On June 18, 2009 the Company granted 35,000 shares of free trading (S-8) common stock to a consultant for website development services rendered. The fair market value of the shares based on the closing stock price at the grant date was $4,200. The shares were issued on July 19, 2009.





On June 18, 2009 the Company issued 100,000 shares of restricted common stock to a consultant for sales & marketing services rendered. The total fair value of the common stock was $12,000.





On June 18, 2009 the Company issued 15,000 shares of restricted common stock to a consultant for sales & marketing services rendered. The total fair value of the common stock was $1,800.





On June 18, 2009 the Company issued 100,000 shares of restricted common stock to a consultant for sales & marketing services rendered. The total fair value of the common stock was $12,000.





On June 6, 2009 the Company sold 20,000 shares of common stock, and warrants to purchase an additional 20,000 shares at $0.15 per share over a two year term, to an investor in exchange for proceeds of $2,000.





On May 7, 2009 the CEO accepted 347,547 shares of restricted common stock in exchange for $48,657 of unpaid salary, the fair market value of the common stock.





On May 7, 2009 the President of Programming accepted 478,388 shares of restricted common stock in exchange for $66,974 of unpaid salary, the fair market value of the common stock.





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 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 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 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 30,000 shares of restricted common stock to a consultant for video editing 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 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 April 27, 2009 the Company sold 100,000 shares of common stock, and warrants to purchase an additional 100,000 shares at $0.15 per share over a three year term, to an investor in exchange for proceeds of $10,000.




7
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Players Network
 Notes to Condensed Financial Statements





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, 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 April 1, 2009 the Company issued 215,946 shares of restricted section 144 common stock to a convertible promissory note holder as an additional financing cost. The total fair value of the common stock was $9,578.





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.





On January 9, 2009 the Company issued 12,000 shares of restricted 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 restricted 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 restricted 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 (S-8) 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 (S-8) 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 (S-8) 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 restricted 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 restricted 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 restricted 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 restricted 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 restricted 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 restricted 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 restricted common stock to a consultant for commissions earned on sound stage rentals. The total fair value of the common stock was $650.





8
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  Players Network
 Notes to Condensed Financial Statements


On January 9, 2009 the Company issued 5,000 shares of restricted 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 restricted 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 restricted 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 restricted 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 restricted 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 restricted common stock to a consultant for video production services rendered. The total fair value of the common stock was $3,900.








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 June 6, 2009 the Company issued 20,000 shares of common stock, along with warrants to purchase another 20,000 shares at $0.15 per share, exercisable for 24 months, in exchange for cash proceeds of $2,000.





On April 24, 2009 the Company issued 100,000 shares of common stock, along with warrants to purchase another 100,000 shares at $0.15 per share, exercisable for 36 months, in exchange for cash proceeds of $10,000.





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.





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.





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.




9
 Table of Contents




Players Network
 Notes to Condensed Financial Statements





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 six months ended June 30, 2009.





Options and Warrants Expired


During the six months ended June 30, 2009, 1,747,333 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 six months ended June 30, 2009.





The following is a summary of information about the Stock Options outstanding at June 30, 2009.




Shares UnderlyingShares Underlying Options Outstanding

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



7,034,000


1.97 years

$
0.26



7,034,000


$
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 six months ended June 30, 2009 was approximately $0.20 per option, and during the six months ended June 30, 2008 was approximately $0.20 per option. For the six months ended June 30, 2009, the Company incurred
stock based compensation expense of $186,915.




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Players Network
 Notes to Condensed Financial Statements


The following is a summary of activity of outstanding stock options:





WeightedAverageNumber

Exerciseof Shares

PriceBalance, December 31, 2008


6,661,333



0.28Options expired


(1,747,333)



(0.33)Options cancelled


-0-



-0-Options granted


2,120,000



0.20Options exercised


-0-



-0-Balance, June 30, 2009


7,034,000



0.26Exercisable, June 30, 2009


7,034,000


$
0.26








Note 7 – Subsequent events





Stock issuances


On July 22, 2009 the Company sold 100,000 shares of common stock, and warrants to purchase an additional 100,000 shares at $0.15 per share over a two year term, to an investor in exchange for proceeds of $10,000.





On July 20, 2009 the Company sold 30,000 shares of common stock, and warrants to purchase an additional 30,000 shares at $0.15 per share over a two year term, to an investor in exchange for proceeds of $3,000.





On July 19, 2009 the Company cancelled and returned to treasury 100,000 shares of common stock previously issued to a consultant. The shares were cancelled due to non-performance of services.





On July 19, 2009 the Company issued 100,000 shares of restricted common stock that were previously authorized and unissued. This amount is included in the total shares outstanding as of June 30, 2009.





On July 19, 2009 the Company issued 35,000 free trading (S-8) shares of common stock that were previously authorized and unissued. This amount is included in the total shares outstanding as of June 30, 2009.





On July 15, 2009 the Company sold 25,000 shares of common stock, and warrants to purchase an additional 25,000 shares at $0.15 per share over a two year term, to an investor in exchange for proceeds of $2,500.





On July 7, 2009 the Company sold 75,000 shares of common stock, and warrants to purchase an additional 75,000 shares at $0.15 per share over a two year term, to an investor in exchange for proceeds of $7,500.





On July 1, 2009 the Company issued a total of 400,000 shares of restricted common stock that were previously authorized and unissued.


This amount is included in the total shares outstanding as of June 30, 2009.




11
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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.




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 Video On Demand 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 June 30, 2009 and June 30, 2008:





For the Three Months Ended
June 30,


Increase /
(Decrease)2009


2008Revenues

$
16,713


$
72,518


$
(55,805)Direct operating costs


84,489



75,517



8,972General and administrative


164,721



71,111



93,610Salaries and wages


114,350



80,555



33,795Rent


18,750



19,536



(786)Depreciation and amortization


153



1,549



(1,396)Total Operating Expenses


382,463



248,268



134,195Net Operating (Loss)


(365,750)



(175,750)



(190,000)Total other income (expense)


(25,214)



(3,409)



(21,805)Net (Loss)

$
(390,964)


$
(179,159)


$
(211,805)





Revenues.  During the three months ended June 30, 2009 and 2008, we received revenues primarily from two sources - licensing fees from our private networks, including the sale of in-home media, advertising fees, and production revenues, which included
fees from third party programming production and sound stage rentals. Aggregate revenues for the three months ended June 30, 2009 were $16,713 compared to revenues of $72,518 in the three months ended June 30, 2008, a decrease in revenues of $55,805, or 77%. Revenues from networks were down significantly in the three months ended June 30, 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.




12
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Direct Operating Costs.  Direct operating costs were $84,489 for the three months ended June 30, 2009 compared to $75,517 for the three months ended June 30, 2008, an increase of $8,972, or 12%. 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 June 30, 2009 we issued 455,000 shares valued at $53,500 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 $164,721 for the three months ended June 30, 2009 compared to $71,111 for the three months ended June 30, 2008, an increase of $93,610, or 132%. The increase in general and administrative
expense for the three months ended June 30, 2009 compared to 2008 was primarily due to increased marketing relations expenses. During the three months ending June 30, 2009 we paid $66,340 of marketing relations expenses, of which, we issued 495,000 shares valued at $65,000. We also incurred additional costs by outsourcing administrative functions, of which, we issued 120,000 shares valued at $13,300. Additional costs were also incurred for accounting services that were paid for in common stock during the three
months ending June 30, 2009. The Company issued 200,000 shares valued at $26,000 for accounting services during the three months ending June 30, 2009.





Salaries and wages.  Salaries and wage expense was $114,350 for the three months ended June 30, 2009 compared to $80,555 for the three months ended June 30, 2008, an increase of $33,795, or 42%. The Company recorded non-cash payments on accrued salaries
and wages totaling $155,631 and $56,455, during the three months ended June 30, 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 $145,631 and $20,455 for the three months ended June 30, 2009 and 2008, respectively, as well as, preferred stock, recorded at fair value of $-0- and $36,000 for the three months ended June 30, 2009 and 2008, respectively. Salaries and wage expenses
increased for the three months ended June 30, 2009 compared to 2008 primarily because of the issuance of a bonus paid in common stock to the CEO recorded at fair value in the amount of $35,000.





Rent.  Rent expense was $18,750 for the three months ended June 30, 2009 compared to $19,536 for the three month ended June 30, 2008, a decrease of $786, or 1%.  The decrease was due to a reduction in late fees from the comparative period.





Depreciation and amortization.  Depreciation and amortization expense was $153 the three months ended June 30, 2009 compared to $1,549 for the three months ended June 30, 2008, a decrease of $1,396, or 90%. The decrease in depreciation and amortization
for the three months ended June 30, 2009 compared to 2008 was due to fixed assets becoming fully depreciated after the period ending June 30, 2008. The Company has not purchased new assets to replace fully depreciated assets.







Net Operating Loss.  Net operating loss for the three months ended June 30, 2009 was $365,750 compared to a net operating loss of $175,750 for the three months ended June 30, 2008, an increase of $190,000 or 108%. Net operating loss increased primarily
as a result of our increased non-cash payments in common stock for officer salaries, marketing relations, accounting and administrative fees and decreased revenues in 2009 compared to 2008.





Net Loss.  The net loss for the three months ended June 30, 2009 was $390,964 compared to a net loss of $179,159 for the three months ended June 30, 2008, an increased net loss of $211,805. or 118%. Net loss increased primarily as a result of our increased
non-cash payments in common stock for officer salaries, marketing relations, accounting and administrative fees and decreased revenues in 2009 compared to 2008, as well as, an increase of $21,805 in interest expense in 2009 compared to 2008.





Results of Operations for the Six Months Ended June 30, 2009 and June 30, 2008:





For the Six Months Ended
June 30,


Increase /
(Decrease)2009


2008Revenues

$
47,068


$
195,915


$
(148,847)Direct operating costs


265,561



232,094



33,467General and administrative


265,835



190,834



75,001Salaries and wages


380,793



226,863



153,930Consulting services


38,922



6,981



31,941Rent


37,499



38,285



(786)Depreciation and amortization


305



3,229



(2,924)Total Operating Expenses


988,915



698,286



290,629Net Operating (Loss)


(941,847)



(502,371)



(439,476)Total other income (expense)


(55,579)



62,498



(118,077)Net (Loss)

$
(997,426)


$
(439,873)


$
(557,553)




13
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Revenues  During the six months ended June 30, 2009 and 2008, we received revenues primarily from two sources - licensing fees from our private networks, including the sale of in-home media, advertising fees, and production revenues, which included fees
from third party programming production and sound stage rentals. Aggregate revenues for the six months ended June 30, 2009 were $40,068 compared to revenues of $195,915 in the six months ended June 30, 2008, a decrease in revenues of $148,847, or 76%. Revenues from networks were down significantly in the six months ended June 30, 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 $265,561 for the six months ended June 30, 2009 compared to $232,094 for the six months ended June 30, 2008, an increase of $33,467, or 14%. 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 six months ending June 30, 2009 we issued 1,060,500 shares valued at $132,215 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 $265,835 for the six months ended June 30, 2009 compared to $190,834 for the six months ended June 30, 2008, an increase of $75,001, or 33%. The increase in general and administrative
expense for the six months ended June 30, 2009 compared to 2008 was primarily due to an increased use of independent contractors to provide marketing relations, accounting and administrative services.





Salaries and wages  Salaries and wage expense was $380,793 for the six months ended June 30, 2009 compared to $226,863 for the six months ended June 30, 2008, an increase of $153,930, or 68%. The Company recorded non-cash payments on accrued salaries and
wages totaling $326,124 and $141,651, during the six months ended June 30, 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 $158,631 and $54,455 for the six months ended June 30, 2009 and 2008, respectively, as well as, common stock options, recorded at fair value of $167,493 and $51,196 for the six months ended June 30, 2009 and 2008, respectively. Salaries and wage expenses
increased for the six months ended June 30, 2009 compared to 2008 primarily because of an increase in the issuance of common stock options to Officers, and a common stock bonus to the CEO valued at $35,000 during the six months ending June 30, 2009.





Consulting services  Consulting services expense was $38,922 for the six months ended June 30, 2009 compared to $6,981 for the six months ended June 30, 2008, an increase of $31,941, or 458%. Board of director services increased for the six months ended
June 30, 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 six months ended June 30, 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 $37,499 for the three months ended June 30, 2009 compared to $38,285 for the three month ended June 30, 2008, a decrease of $786, or 1%.  The decrease was due to a reduction in late fees from the comparative period.





Depreciation and amortization  Depreciation and amortization expense was $305 the six months ended June 30, 2009 compared to $3,229 for the six months ended June 30, 2008, a decrease of $2,924, or 90%. The decrease in depreciation and amortization for
the six months ended June 30, 2009 compared to 2008 was due to fixed assets becoming fully depreciated after the period ending June 30, 2008. The Company has not purchased new assets to replace fully depreciated assets.







Net Operating Loss  Net operating loss for the six months ended June 30, 2009 was $941,847 compared to a net operating loss of $502,371 for the six months ended June 30, 2008, an increase of $439,476 or 87%. Net operating loss increased primarily as a
result of our increased non-cash payments in common stock for officer salaries, marketing relations, accounting and administrative fees and decreased revenues in 2009 compared to 2008.





Net Loss  The net loss for the six months ended June 30, 2009 was $997,426 compared to a net loss of $439,873 for the six months ended June 30, 2008, an increased net loss of $557,553, or 127%. Net loss increased primarily as a result of our increased
non-cash payments in common stock for officer salaries, marketing relations, accounting and administrative fees and decreased revenues in 2009 compared to 2008, as well as, an increase of $13,371 in interest expense in 2009 compared to 2008, and debt forgiveness income of $104,706 in 2008 that was not recognized in 2009.




14
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LIQUIDITY AND CAPITAL RESOURCES





The following table summarizes total assets, accumulated deficit, stockholders’ equity and working capital at June 30, 2009 compared to June 30, 2008.





June 30, 2009


June 30, 2008Total Assets

$
9,467


$
46,707Accumulated (Deficit)

$
(16,896,590)


$
(15,559,088)Stockholders’ Equity

$
(1,352,624)


$
(1,025,810)Working Capital (Deficit)

$
(1,329,002)


$
(624,996)





Our principal source of operating capital has been provided from private sales of our common stock, revenues from operations, and, to a limited extent, debt financing. At June 30, 2009, we had cash of $4,589 and a negative working capital position of $(1,329,002). 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 throughout 2009. In the three months ending June 30, 2009, the Company issued 3,003,794 shares of common stock valued at $372,053, 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 applicable due to smaller reporting company status.





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 has concluded that as of June 30, 2009 our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated
and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure.  Our Principal Executive Officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud.





Changes in Internal Control over Financial Reporting





There were no changes in our internal control over financial reporting, other than those stated below, during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




15
 Table of Contents




Remediation Efforts to Address Material Weakness in Internal Control over Financial Reporting





Throughout the six months ended June 30, 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





Not applicable due to small reporting company status.





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds





On July 22, 2009 the Company sold 100,000 shares of common stock, and warrants to purchase an additional 100,000 shares at $0.15 per share over a two year term, to an investor in exchange for proceeds of $10,000.





On July 20, 2009 the Company sold 30,000 shares of common stock, and warrants to purchase an additional 30,000 shares at $0.15 per share over a two year term, to an investor in exchange for proceeds of $3,000.





On July 19, 2009 the Company issued 100,000 shares of restricted common stock that were previously authorized and unissued.





On July 15, 2009 the Company sold 25,000 shares of common stock, and warrants to purchase an additional 25,000 shares at $0.15 per share over a two year term, to an investor in exchange for proceeds of $2,500.





On July 7, 2009 the Company sold 75,000 shares of common stock, and warrants to purchase an additional 75,000 shares at $0.15 per share over a two year term, to an investor in exchange for proceeds of $7,500.





On July 1, 2009 the Company issued a total of 400,000 shares of restricted common stock that were previously authorized and unissued.





16
 Table of Contents





On June 18, 2009 the board of directors granted a bonus of 250,000 shares of restricted common stock to the CEO for services rendered. The fair market value of the shares based on the closing stock price at the grant date was $30,000. The shares were issued on July 1, 2009.





On June 18, 2009 the Company granted 100,000 shares of restricted common stock to a consultant for services rendered. The fair market value of the shares based on the closing stock price at the grant date was $12,000. The shares were issued on July 1, 2009.





On June 18, 2009 the Company granted 50,000 shares of restricted common stock to a consultant for administrative services provided. The total fair value of the common stock was $6,000. The shares were issued on July 1, 2009.





On June 18, 2009 the Company granted 100,000 shares of restricted common stock to a consultant for accounting services rendered. The fair market value of the shares based on the closing stock price at the grant date was $12,000. The shares were issued on July 19, 2009.





On June 18, 2009 the Company issued 100,000 shares of restricted common stock to a consultant for sales & marketing services rendered. The total fair value of the common stock was $12,000.





On June 18, 2009 the Company issued 15,000 shares of restricted common stock to a consultant for sales & marketing services rendered. The total fair value of the common stock was $1,800.





On June 18, 2009 the Company issued 100,000 shares of restricted common stock to a consultant for sales & marketing services rendered. The total fair value of the common stock was $12,000.





On June 6, 2009 the Company sold 20,000 shares of common stock, and warrants to purchase an additional 20,000 shares at $0.15 per share over a two year term, to an investor in exchange for proceeds of $2,000.





On May 7, 2009 the CEO accepted 347,547 shares of restricted common stock in exchange for $48,657 of unpaid salary, the fair market value of the common stock.





On May 7, 2009 the President of Programming accepted 478,388 shares of restricted common stock in exchange for $66,974 of unpaid salary, the fair market value of the common stock.





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 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 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 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 30,000 shares of restricted common stock to a consultant for video editing 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 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 April 27, 2009 the Company sold 100,000 shares of common stock, and warrants to purchase an additional 100,000 shares at $0.15 per share over a three year term, 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.




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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, 2009 the Company issued 441,913 shares of restricted 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 April 1, 2009 the Company issued 215,946 shares of restricted common stock to a convertible promissory note holder as an additional financing cost. The total fair value of the common stock was $9,578.





The offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC.





The securities offered have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.





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.




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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: August 19, 2009





Players Network/s/ Mark BradleyMark BradleyChief Executive Officer
(Principal Executive Officer and Principal Financial Officer)