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, 2010





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.)





1771 E. Flamingo Road, #202-A

Las Vegas, NV

89119(Address of principal executive offices)

(Zip Code)





(702) 734-3457


(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.YesxNoo




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).YesoNoo





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   Nox





The number of shares outstanding of the Registrant’s Common Stock on August 5, 2010 was58,074,226.












PLAYERS NETWORK


FORM 10-Q


Quarterly Period Ended June 30, 2010





PageINDEXSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
1PART I. FINANCIAL INFORMATIONItem 1.
Financial Statements
2Condensed Balance Sheets as of June 30, 2010 (Unaudited) and December 31, 2009
2Condensed Statements of Operations for the Three and Six Months ended June 30, 2010 and 2009 (Unaudited)
3Condensed Statements of Cash Flows for the Six Months ended June 30, 2010 and 2009 (Unaudited)
4Notes to the Condensed Financial Statements (Unaudited)
5Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15Item 3.
Quantitative and Qualitative Disclosures About Market Risk
19Item 4T.
Controls and Procedures
19PART II. OTHER INFORMATION
19Item 1.
Legal Proceedings
19Item 1A.
Risk Factors
20Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
20Item 3.
Defaults Upon Senior Securities
21Item 5.
Other Information
21Item 6.
Exhibits
22SIGNATURES
23

















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,” and the “Company” refer specifically to Players Network.
















1





PART I - FINANCIAL INFORMATION





Item 1 - Financial Statements








Players Network

Condensed Balance SheetsJune 30,


December 31,2010


2009(Unaudited)AssetsCurrent assets:Cash

$
31,908


$
-Prepaid expenses


-



1,000Accounts receivable, net of allowance fordoubtful accounts of $5,000


9,350



3,500Total current assets


41,258



4,500Fixed assets, net


768



1,073Total Assets

$
42,026


$
5,573Liabilities and Stockholders' (Deficit)Current liabilities:Checks written in excess of available funds

$
-


$
1,719Deferred revenues


6,273



5,000Accounts payable


538,533



515,981Accrued expenses


384,573



342,651Current maturities of long term debt


-



3,000Total current liabilities


929,379



868,351Long term debt


25,000



25,000Total Liabilities


954,379



893,351Stockholders' (deficit):Preferred stock, $0.001 par value, 2,000,000 sharesauthorized; 2,000,000 shares issued and outstandingat June 30, 2010 and December 31, 2009


2,000



2,000Common stock, $0.001 par value, 150,000,000 sharesauthorized; 57,433,638 and 48,784,659 shares issued and outstandingat June 30, 2010 and December 31, 2009, respectively


57,434



48,785Additional paid-in capital


17,606,538



16,919,674Accumulated (deficit)


(18,578,325
)


(17,858,237
)Total Stockholders' (Deficit)


(912,353
)


(887,778
)Total Liabilities and Stockholders' (Deficit)

$
42,026


$
5,573





2




Players Network

Condensed Statements of Operations

(Unaudited)For the three months ended


For the six months endedJune 30,


June 30,2010


2009


2010


2009Revenue:Network

$
4,330


$
10,563


$
5,472


$
25,283Production and other


22,217



6,150



41,817



21,785Total revenue


26,547



16,713



47,289



47,068Expenses:Direct operating costs


326,386



84,489



396,524



265,561General and administrative


87,701



164,721



212,893



265,835Officer salaries


37,500



105,000



94,884



360,493Salaries and wages


18,980



9,350



41,679



20,300Board of director services


-



-



17,399



38,922Rent


6,000



18,750



14,000



37,499Depreciation and amortization


153



153



305



305Total operating expenses


476,720



382,463



777,684



988,915Net operating (loss)


(450,173
)


(365,750
)


(730,395
)


(941,847
)Other income (expense):Interest expense


(927
)


(25,214
)


(1,983
)


(55,579
)Forgiveness of debt


-



-



12,290



-Total other income (expense)


(927
)


(25,214
)


10,307



(55,579
)Net (loss)

$
(451,100
)

$
(390,964
)

$
(720,088
)

$
(997,426
)Weighted average number ofcommon shares outstanding -

basic and fully diluted


56,597,434



38,794,717



53,923,298



37,683,431Net (loss) per share - basic and

fully diluted

$
(0.01
)

$
(0.01
)

$
(0.01
)

$
(0.03
)





3




Players Network

Condensed Statements of Cash Flows

(Unaudited)For the six months endedJune 30,2010


2009Cash flows from operating activitiesNet (loss)

$
(720,088
)

$
(997,426
)Adjustments to reconcile net (loss) tonet cash used in operating activities:Depreciation and amortization expense


305



305Amortization of beneficial conversion feature


-



21,112Stock issued for services


373,020



276,916Stock issued for compensation, related party


66,250



194,931Stock issued for financing cost


-



20,178(Gain) loss on stock issued for debt


(12,290
)


-Options and warrants granted for services


18,533



186,915Decrease (increase) in assets:Prepaid expenses and other current assets


1,000



-Accounts receivable


(5,850
)


41,170Increase (decrease) in liabilities:Checks written in excess of deposits


(1,719
)


(2,176
)Deferred revenues


1,273



-Accounts payable


84,552



139,592Accrued expenses


41,922



58,572Net cash used in operating activities


(153,092
)


(59,911
)Cash flows from financing activitiesProceeds from long term debt


2,300



2,500Repayment of long term debt


(5,300
)


-Proceeds from sale of common stock


188,000



62,000Net cash provided by financing activities


185,000



64,500Net increase in cash


31,908



4,589Cash - beginning


-



-Cash - ending

$
31,908


$
4,589Supplemental disclosures:Interest paid

$
986


$
2,305Income taxes paid

$
-


$
-




4


Players Network
 Notes to Condensed Financial Statements
 (Unaudited)


Note 1 – Basis of Presentation





The interim condensed financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to not make the information presented misleading.





These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. 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, 2009 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.





In June 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification (the “ASC”). The ASC has become the single source of non-governmental accounting principles generally accepted in the United States (“GAAP”) recognized by the FASB in the preparation of financial statements. The ASC does not supersede the rules or regulations of the Securities and Exchange Commission (“SEC”), therefore, the rules and interpretive releases of the SEC continue to be additional sources of GAAP for the Company. The Company adopted the ASC as of July 1, 2009. The ASC does not change GAAP, and did not have an effect on the Company’s financial position, results of operations or cash flows.





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 ($18,578,325), and as of June 30, 2010, the Company’s current liabilities exceeded its current assets by $888,121 and its total liabilities exceeded its total assets by $912,353. 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. These 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 March 1, 2010 the Company issued 700,000 shares of common stock to its CEO for unpaid compensation. The total fair value of the common stock was $35,000 based on the closing price of the Company’s common stock on the date of grant.





On March 1, 2010 the Company granted 100,000 cashless stock options as prepaid compensation for service on the board of directors in 2010 to the Company’s CEO. The options are exercisable until March 1, 2013 at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 431% and a call option value of $0.0494, was $4,942.





On March 1, 2010 the Company granted 100,000 cashless stock options as prepaid compensation for service on the board of directors in 2010 to the Company’s President of Programming. The options are exercisable until March 1, 2013 at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 431% and a call option value of $0.0494, was $4,942.





5


Players Network
 Notes to Condensed Financial Statements
 (Unaudited)


On March 1, 2010 the Company issued 100,000 shares of restricted common stock to the Company’s CEO as prepaid compensation for service on the board of directors in 2010. The fair value of the common stock in total was $5,000 based on the closing price of the Company’s common stock on the date of grant.





On March 1, 2010 the Company issued 100,000 shares of restricted common stock to the Company’s President of Programming as prepaid compensation for service on the board of directors in 2010. The fair value of the common stock in total was $5,000 based on the closing price of the Company’s common stock on the date of grant.





On April 22, 2010 the Company issued 125,000 shares of common stock to its CEO for unpaid compensation. The total fair value of the common stock was $12,500 based on the closing price of the Company’s common stock on the date of grant.





Officer compensation expense was $94,884 and $360,493 at June 30, 2010 and 2009, respectively. The balance owed was $21,506 and $6,460 at June 30, 2010 and December 31, 2009, respectively.





Board of Directors


On March 1, 2010 the Company issued 100,000 shares of restricted common stock as prepaid compensation for service on the board of directors in 2010 to one of its directors. The fair value of the common stock in total was $5,000 based on the closing price of the Company’s common stock on the date of grant.





On March 1, 2010 the Company issued 75,000 shares of restricted common stock as prepaid compensation for service on the board of directors in 2010 to one of its directors. The fair value of the common stock in total was $3,750 based on the closing price of the Company’s common stock on the date of grant.





On March 1, 2010 the Company granted 100,000 cashless stock options as compensation for service on the board of directors in 2010 to one of its directors. The options are exercisable until March 1, 2013 at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 431% and a call option value of $0.0494, was $4,942.





On March 1, 2010 the Company granted 75,000 cashless stock options as prepaid compensation for service on the board of directors in 2010 to one of its directors. The options are exercisable until March 1, 2013 at an exercise price of $0.10 per share. The total estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 431% and a call option value of $0.0494, was $3,707.





Significant Vendor


On March 1, 2010 the Company issued 994,199 shares of restricted common stock to the Company’s major vendor as payment on outstanding accounts payable invoices in the total amount of $62,000. The total fair value of the common stock was $49,710 based on the closing price of the Company’s common stock on the date of grant, resulting in debt forgiveness of $12,290.





On March 1, 2010 the Company issued 400,000 shares of common stock, along with warrants to purchase 200,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 200,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $20,000. In addition, $10,000 of the proceeds was used to repay a portion of the accounts payable balance back to the vendor.





On March 11, 2010 the Company issued 400,000 shares of common stock, along with warrants to purchase 200,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 200,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $20,000. In addition, $10,000 of the proceeds was used to repay a portion of the accounts payable balance back to the vendor.





On March 23, 2010 the Company received $30,000 in exchange for a subscription payable for 600,000 shares of common stock, along with warrants to purchase 300,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 300,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor. In addition, $21,000 of the proceeds was used to repay a portion of the accounts payable balance back to the vendor. The shares were subsequently issued on April 26, 2010.





On April 1, 2010 the Company issued 600,000 shares of common stock, along with warrants to purchase 300,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 300,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $30,000. In addition, $15,000 of the proceeds was used to repay a portion of the accounts payable balance back to the vendor.




6


Players Network
 Notes to Condensed Financial Statements
 (Unaudited)


On April 29, 2010 the Company issued 560,000 shares of common stock, along with warrants to purchase 280,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 280,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $28,000. In addition, $16,000 of the proceeds was used to repay a portion of the accounts payable balance back to the vendor.





On June 9, 2010 the Company issued 200,000 shares of common stock, along with warrants to purchase 100,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 100,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $10,000. In addition, $7,500 of the proceeds was used to repay a portion of the accounts payable balance back to the vendor.





Note 4 – Accrued Expenses





As of June 30, 2010 and December 31, 2009 accrued expenses included the following:





June 30,


December 31,2010


2009Customer Deposits

$
26,000


$
13,500Accrued Payroll, Officer


21,506



6,460Accrued Payroll and Payroll Taxes


333,434



320,055Accrued Interest


3,633



2,636$
384,573


$
342,651





Note 5 – Long Term Debt





Long-term debt consists of the following at June 30, 2010 and December 31, 2009:





June 30,


December 31,2010


20098% unsecured convertible debentures, due in September of 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


$
25,000Unsecured demand note due to a related party.


-



3,000Total debt


25,000



28,000Less: current portion


-



3,000Long-term debt, less current portion

$
25,000


$
25,000





Future maturities of long-term debt are as follows as of June 30, 2010:





2010

$
-2011


25,000Thereafter


-$
25,000





Accrued interest on the above convertible notes totaled $3,633 and $2,636 at June 30, 2010 and December 31, 2009, respectively.





Interest expense totaled $1,983 and $55,579 for the six months ended June 30, 2010 and 2009, respectively, of which $986 and $2,305, respectively, was incurred from credit card finance charges and accounts payable finance charges.





According to the terms of the Convertible Promissory Note, the estimated number of shares of common stock that would be received upon conversion of the outstanding principal and accrued interest was 572,657 shares at June 30, 2010.





7


Players Network
 Notes to Condensed Financial Statements
 (Unaudited)


Note 6 – Stockholders’ Equity





Preferred stock


No preferred shares were authorized or issued during the six months ended June 30, 2010.





Stock issuances


On January 8, 2010 the Company issued 150,000 shares of free trading common stock to a consultant for video production services rendered. The total fair value of the common stock was $9,000 based on the closing price of the Company’s common stock on the date of grant.





On January 8, 2010 the Company issued 200,000 shares of free trading common stock to a consultant for website development services provided. The total fair value of the common stock was $12,000 based on the closing price of the Company’s common stock on the date of grant.





On January 8, 2010 the Company issued 50,000 shares of free trading common stock to a consultant for administrative services provided. The total fair value of the common stock was $3,000 based on the closing price of the Company’s common stock on the date of grant.





On January 8, 2010 the Company issued 100,000 shares of free trading common stock to a consultant for accounting services provided. The total fair value of the common stock was $6,000 based on the closing price of the Company’s common stock on the date of grant.





On January 8, 2010 the Company issued 100,000 shares of free trading common stock to a consultant for business development services provided. The total fair value of the common stock was $6,000 based on the closing price of the Company’s common stock on the date of grant.





On January 8, 2010 the Company issued 100,000 shares of free trading common stock to a law firm for legal services provided. The total fair value of the common stock was $6,000 based on the closing price of the Company’s common stock on the date of grant.





On January 8, 2010 the Company issued 500,000 shares of free trading common stock to a consultant for business development services provided. The total fair value of the common stock was $30,000 based on the closing price of the Company’s common stock on the date of grant.





On January 8, 2010 the Company issued 67,000 shares of free trading common stock to a law firm for legal services provided. The total fair value of the common stock was $4,020 based on the closing price of the Company’s common stock on the date of grant.





On January 8, 2010 the Company issued 50,000 shares of free trading common stock to an employee for administrative services provided. The total fair value of the common stock was $3,000 based on the closing price of the Company’s common stock on the date of grant.





On January 8, 2010 the Company issued 25,000 shares of free trading common stock to an employee for administrative services provided. The total fair value of the common stock was $1,500 based on the closing price of the Company’s common stock on the date of grant.





On January 8, 2010 the Company issued 200,000 shares of restricted common stock to a consultant for website development services provided. The total fair value of the common stock was $12,000 based on the closing price of the Company’s common stock on the date of grant.





On January 8, 2010 the Company issued 100,000 shares of restricted common stock to a consultant for business development services provided. The total fair value of the common stock was $6,000 based on the closing price of the Company’s common stock on the date of grant.





On March 1, 2010 the Company issued 400,000 shares of common stock, along with warrants to purchase 200,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 200,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $20,000. In addition, $10,000 of the proceeds was used to repay a portion of the accounts payable balance back to the vendor.





On March 1, 2010 the Company issued 994,199 shares of restricted common stock to the Company’s major vendor as payment on outstanding accounts payable invoices in the total amount of $62,000. The total fair value of the common stock was $49,710 based on the closing price of the Company’s common stock on the date of grant, resulting in debt forgiveness of $12,290.




8


Players Network
 Notes to Condensed Financial Statements
 (Unaudited)


On March 1, 2010 the Company issued 700,000 shares of common stock to its CEO for unpaid compensation. The total fair value of the common stock was $35,000 based on the closing price of the Company’s common stock on the date of grant.





On March 1, 2010 the Company issued 100,000 shares of free trading common stock to a consultant for accounting services provided. The total fair value of the common stock was $5,000 based on the closing price of the Company’s common stock on the date of grant.





On March 1, 2010 the Company issued 100,000 shares of restricted common stock to the Company’s CEO as prepaid compensation for service on the board of directors in 2010. The fair value of the common stock in total was $5,000 based on the closing price of the Company’s common stock on the date of grant.





On March 1, 2010 the Company issued 100,000 shares of restricted common stock to the Company’s President of Programming as prepaid compensation for service on the board of directors in 2010 to one of its directors. The fair value of the common stock in total was $5,000 based on the closing price of the Company’s common stock on the date of grant.





On March 1, 2010 the Company issued 100,000 shares of restricted common stock as prepaid compensation for service on the board of directors in 2010. The fair value of the common stock in total was $5,000 based on the closing price of the Company’s common stock on the date of grant.





On March 1, 2010 the Company issued 75,000 shares of restricted common stock as prepaid compensation for service on the board of directors in 2010 to one of its directors. The fair value of the common stock in total was $3,750 based on the closing price of the Company’s common stock on the date of grant.





On March 1, 2010 the Company issued 100,000 shares of restricted common stock to a consultant for business development services provided. The total fair value of the common stock was $5,000 based on the closing price of the Company’s common stock on the date of grant.





On March 1, 2010 the Company issued 400,000 shares of common stock, along with warrants to purchase 200,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 200,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $20,000. In addition, $10,000 of the proceeds was used to repay a portion of the accounts payable balance back to the vendor.





On March 11, 2010 the Company issued 400,000 shares of common stock, along with warrants to purchase 200,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 200,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $20,000. In addition, $10,000 of the proceeds was used to repay a portion of the accounts payable balance back to the vendor.





On March 23, 2010 the Company received $30,000 in exchange for a subscription payable for 600,000 shares of common stock, along with warrants to purchase 300,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 300,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor. In addition, $21,000 of the proceeds was used to repay a portion of the accounts payable balance back to the vendor. The shares were subsequently issued on April 26, 2010.





On April 1, 2010 the Company issued 600,000 shares of common stock, along with warrants to purchase 300,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 300,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $30,000. In addition, $15,000 of the proceeds was used to pay for services performed by the vendor.





On April 22, 2010 the Company issued 1,500,000 shares of restricted common stock to a consultant for work related to the production of a television series. The total fair value of the common stock was $150,000 based on the closing price of the Company’s common stock on the date of grant.





On April 22, 2010 the Company issued 20,000 shares of free trading common stock for legal services provided. The total fair value of the common stock was $2,000 based on the closing price of the Company’s common stock on the date of grant.




9


Players Network
 Notes to Condensed Financial Statements
 (Unaudited)


On April 22, 2010 the Company issued 40,000 shares of free trading common stock to a consultant for website development services provided. The total fair value of the common stock was $4,000 based on the closing price of the Company’s common stock on the date of grant.





On April 22, 2010 the Company issued 25,000 shares of free trading common stock to a consultant for website development services provided. The total fair value of the common stock was $2,500 based on the closing price of the Company’s common stock on the date of grant.





On April 22, 2010 the Company issued 50,000 shares of restricted common stock to a consultant for website development services provided. The total fair value of the common stock was $5,000 based on the closing price of the Company’s common stock on the date of grant.





On April 22, 2010 the Company issued 175,000 shares of restricted common stock to a consultant for business development services provided. The total fair value of the common stock was $17,500 based on the closing price of the Company’s common stock on the date of grant.





On April 22, 2010 the Company issued 100,000 shares of restricted common stock to a consultant for business development services provided. The total fair value of the common stock was $10,000 based on the closing price of the Company’s common stock on the date of grant.





On April 22, 2010 the Company issued 125,000 shares of common stock to its CEO for unpaid compensation. The total fair value of the common stock was $12,500 based on the closing price of the Company’s common stock on the date of grant.





On April 22, 2010 the Company issued 300,000 shares of restricted common stock to a consultant for website development services provided. The total fair value of the common stock was $30,000 based on the closing price of the Company’s common stock on the date of grant.





On April 29, 2010 the Company issued 560,000 shares of common stock, along with warrants to purchase 280,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 280,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $28,000. In addition, $16,000 of the proceeds was used to pay for services performed by the vendor.





On May 25, 2010 the Company issued 40,000 shares of free trading common stock to a consultant for website development services provided. The total fair value of the common stock was $6,800 based on the closing price of the Company’s common stock on the date of grant.





On May 25, 2010 the Company issued 80,000 shares of free trading common stock to a consultant for website development services provided. The total fair value of the common stock was $13,600 based on the closing price of the Company’s common stock on the date of grant.





On June 9, 2010 the Company issued 200,000 shares of common stock, along with warrants to purchase 100,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 100,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $10,000. In addition, $7,500 of the proceeds was used to repay a portion of the accounts payable balance back to the vendor.





On June 9, 2010 the Company issued 111,112 shares of common stock, along with warrants to purchase 111,112 shares at $0.25 per share, exercisable for 24 months in exchange for cash proceeds of $20,000.





On June 9, 2010 the Company issued 83,334 shares of common stock, along with warrants to purchase 83,334 shares at $0.25 per share, exercisable for 24 months in exchange for cash proceeds of $15,000.





On June 9, 2010 the Company issued 27,778 shares of common stock, along with warrants to purchase 27,778 shares at $0.25 per share, exercisable for 24 months in exchange for cash proceeds of $5,000.





On June 9, 2010 the Company issued 55,556 shares of common stock, along with warrants to purchase 55,556 shares at $0.25 per share, exercisable for 24 months in exchange for cash proceeds of $10,000.





10


Players Network


Notes to Condensed Financial Statements


(Unaudited)





On June 11, 2010 the Company issued 5,000 shares of restricted common stock to a consultant for website development services provided. The total fair value of the common stock was $1,100 based on the closing price of the Company’s common stock on the date of grant.





On June 11, 2010 the Company issued 100,000 shares of restricted common stock to a consultant for video production services provided. The total fair value of the common stock was $22,000 based on the closing price of the Company’s common stock on the date of grant.





Stock cancellations


On January 8, 2010 the Company cancelled 100,000 shares for non-performance of services.





On June 11, 2010 the Company cancelled 760,000 shares for non-performance of services.





Note 7 – Warrants and Options





Options and Warrants Granted


On March 1, 2010 the Company granted 100,000 cashless stock options as prepaid compensation for service on the board of directors in 2010 to the Company’s CEO. The options are exercisable until March 1, 2013 at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 431% and a call option value of $0.0494, was $4,942.





On March 1, 2010 the Company granted 100,000 cashless stock options as prepaid compensation for service on the board of directors in 2010 to the Company’s President of Programming. The options are exercisable until March 1, 2013 at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 431% and a call option value of $0.0494, was $4,942.





On March 1, 2010 the Company granted 100,000 cashless stock options as compensation for service on the board of directors in 2010 to one of its directors. The options are exercisable until March 1, 2013 at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 431% and a call option value of $0.0494, was $4,942.





On March 1, 2010 the Company granted 75,000 cashless stock options as prepaid compensation for service on the board of directors in 2010 to one of its directors. The options are exercisable until March 1, 2013 at an exercise price of $0.10 per share. The total estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 431% and a call option value of $0.0494, was $3,707.





On March 1, 2010 the Company issued warrants to purchase 200,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 200,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $20,000 in conjunction with the sale of 400,000 shares of common stock.





On March 11, 2010 the Company issued warrants to purchase 200,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 200,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $20,000 in conjunction with the sale of 400,000 shares of common stock.





On March 23, 2010 the Company issued warrants to purchase 300,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 300,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $30,000 in conjunction with the sale of a subscription payable for 600,000 shares of common stock.





On April 1, 2010 the Company issued warrants to purchase 300,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 300,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $30,000 in conjunction with the sale of 600,000 shares of common stock.





On April 29, 2010 the Company issued warrants to purchase 280,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 280,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $28,000 in conjunction with the sale of 560,000 shares of common stock.





On June 10, 2010 the Company issued warrants to purchase 100,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 100,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $10,000 in conjunction with the sale of 200,000 shares of common stock.




11


Players Network
 Notes to Condensed Financial Statements
 (Unaudited)


On June 10, 2010 the Company issued warrants to purchase 111,112 shares at $0.25 per share, exercisable for 24 months in exchange for cash proceeds of $20,000 in conjunction with the sale of 111,112 shares of common stock.





On June 10, 2010 the Company issued warrants to purchase 83,334 shares at $0.25 per share, exercisable for 24 months in exchange for cash proceeds of $15,000 in conjunction with the sale of 83,334 shares of common stock.





On June 10, 2010 the Company issued warrants to purchase 27,778 shares at $0.25 per share, exercisable for 24 months in exchange for cash proceeds of $50,000 in conjunction with the sale of 27,778 shares of common stock.





On June 10, 2010 the Company issued warrants to purchase 55,556 shares at $0.25 per share, exercisable for 24 months in exchange for cash proceeds of $10,000 in conjunction with the sale of 55,556 shares of common stock.





Options and Warrants Cancelled


No options or warrants were cancelled during the six months ended June 30, 2010.





Options and Warrants Expired


During the six months ended June 30, 2010, a total of 1,010,000 options that were outstanding as of December 31, 2009 expired.





Options Exercised


No options were exercised during the six months ended June 30, 2010.





The following is a summary of information about the Stock Options outstanding at June 30, 2010.


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$ 0.10 - $1.00
12,232,780
2.19 years
$ 0.23
12,232,780
$ 0.23





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:





June 30,

June 30,2010

2009Average risk-free interest rates


2.62
%


2.05
%Average expected life (in years)


3



3Volatility


308
%


294
%





The Black-Scholes option pricing 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 2010 and 2009, 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, 2010 was approximately $0.31 per option, and during the six months ended June 30, 2009 was approximately $0.20 per option.




12


Players Network
 Notes to Condensed Financial Statements
 (Unaudited)


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





WeightedAverageNumber

Exerciseof Shares

PriceBalance, December 31, 2009


9,830,000


$
0.23Options expired


(1,010,000)



(0.42)Options cancelled


-0-



-0-Options granted


3,412,780



0.31Options exercised


-0-



-0-Balance, June 30, 2010


12,232,780



0.23Exercisable, June 30, 2010


12,232,780


$
0.23





Note 8 – Subsequent Events





Stock issuances





On July 19, 2010 the Company issued 40,000 shares of free trading common stock to a law firm for legal services provided. The total fair value of the common stock was $8,000 based on the closing price of the Company’s common stock on the date of grant.





On July 19, 2010 the Company issued 50,000 shares of free trading common stock to a consultant for website development services provided. The total fair value of the common stock was $10,000 based on the closing price of the Company’s common stock on the date of grant.





On July 19, 2010 the Company issued 50,000 shares of free trading common stock to a consultant for website development services provided. The total fair value of the common stock was $10,000 based on the closing price of the Company’s common stock on the date of grant.





On July 19, 2010 the Company issued 75,000 shares of free trading common stock to a law firm for legal services provided. The total fair value of the common stock was $15,000 based on the closing price of the Company’s common stock on the date of grant.





On July 19, 2010 the Company issued 30,000 shares of free trading common stock to a consultant for video production services provided. The total fair value of the common stock was $6,000 based on the closing price of the Company’s common stock on the date of grant.





On July 19, 2010 the Company issued 70,588 shares of restricted common stock to the Company’s major vendor as payment on outstanding accounts payable invoices in the total amount of $12,000. The total fair value of the common stock was $14,118 based on the closing price of the Company’s common stock on the date of grant, resulting in an additional expense of $2,118.





On July 19, 2010 the Company issued 100,000 shares of restricted common stock to a consultant for website development services provided. The total fair value of the common stock was $20,000 based on the closing price of the Company’s common stock on the date of grant.





On July 19, 2010 the Company issued 50,000 shares of restricted common stock to a consultant for business development services provided. The total fair value of the common stock was $10,000 based on the closing price of the Company’s common stock on the date of grant.





On July 19, 2010 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 $10,000 based on the closing price of the Company’s common stock on the date of grant.





On July 19, 2010 the Company issued 125,000 shares of restricted common stock to its CEO for unpaid compensation. The total fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant.




13


Players Network
 Notes to Condensed Financial Statements
 (Unaudited)


Options granted





On July 19, 2010 the Company granted 1,500,000 cashless stock options as a bonus to the Company’s CEO. The options are exercisable until July 18, 2014 at an exercise price of $0.22 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 483% and a call option value of $0.1999, was $299,803.





In accordance with ASC 855-10, all subsequent events have been reported through the filing date.
















14





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. Players Network owns and operates three key brands, Players Network, Vegas on Demand TV and Sexy City Sin TV.





The Company’s television channels consist of original programming that is distributed over its own video on demand (“VOD”) Channels to approximately 24,000,000 homes over Comcast, DirecTV, AT&T, Verizon, Dish Network and its own Broadband Network, as well as, Hulu, Blinkx, Google, YouTube and Yahoo Video, for DVD home video, mobile platforms, and through worldwide television syndication. Players Network has a thirteen year history of providing consumers with quality ‘Gaming and Las Vegas Lifestyle’ video content.





The Company focuses 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 that attract the young and sophisticated viewers that comprise the major digital media demographic.





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.





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, 2010 and June 30, 2009:





For the Three Months Ended

June 30,


Increase /2010


2009


(Decrease)Revenues

$
26,547


$
16,713


$
9,834Direct operating costs


326,386



84,489



241,897General and administrative


87,701



164,721



(77,020
)Salaries and wages


56,480



114,350



(57,870
)Board of director services


-



-



-Rent


6,000



18,750



(12,750
)Depreciation and amortization


153



153



-Total Operating Expenses


476,720



382,463



94,257Net Operating (Loss)


(450,173
)


(365,750
)


(84,423
)Total other income (expense)


(927
)


(25,214
)


24,287Net (Loss)

$
(451,100
)

$
(390,964
)

$
(60,136
)





15





Revenues:





During the three months ended June 30, 2010 and 2009, 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. Aggregate revenues for the three months ended June 30, 2010 were $26,547 compared to revenues of $16,713 in the three months ended June 30, 2009, an increase in revenues of $9,834, or 59%. 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 increased by 261% due to a short term project started in 2010 to develop media content for a local adventure sport business, and a three year distribution agreement we entered into on April 19, 2010 with a company in Greece to distribute our audio/video content for $150,000 per year.





Direct Operating Costs:





Direct operating costs were $326,386 for the three months ended June 30, 2010 compared to $84,489 for the three months ended June 30, 2009, an increase of $241,897, or 286%. Our direct operating costs in 2010 increased due to an increase in the production costs for our audio/video content, much of which was paid in common stock in lieu of cash. During the three months ending June 30, 2010 we issued 2,140,000 shares of common stock valued at $268,000, while in the same period in 2009 we issued 455,000 shares valued at $53,500 for video production services. In 2010 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 $87,701 for the three months ended June 30, 2010 compared to $164,721 for the three months ended June 30, 2009, a decrease of $77,020, or 47%. The decrease in general and administrative expense for the three months ended June 30, 2010 compared to 2009 was due to hiring employees to handle administrative tasks that were previously outsourced to independent contractors, along with reductions in legal and professional fees. In the future we expect to continue to reduce our general and administrative costs.





Salaries and Wages:





Salaries and wage expense was $56,480 for the three months ended June 30, 2010 compared to $114,350 for the three months ended June 30, 2009, a decrease of $57,870, or 51%. The Company recorded non-cash payments on accrued salaries and wages totaling $12,500 and $155,631, during the three months ended June 30, 2010 and 2009, 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 $12,500 and $145,631 for the three months ended June 30, 2010 and 2009, respectively, as well as, common stock options, recorded at fair value of $-0- and $10,000 for the three months ended June 30, 2010 and 2009, respectively. Salaries and wage expenses decreased for the three months ended June 30, 2010 compared to 2009 primarily because of a decrease in the issuance of common stock options to officers, and the unpaid leave of absence taken by the Company’s President of Programming during 2010.





Rent:





Rent expense was $6,000 and $18,750 for the three months ended June 30, 2010 and 2009, respectively. Our rent expense decreased by $12,750, or 68%, as a result of the relocation of our office and the elimination of our sound stage warehouse subsequent to June 30, 2009. We expect our quarterly rent expense will be $6,000 for the foreseeable future.





Depreciation and Amortization:





Depreciation and amortization expense was $153 the three months ended June 30, 2010 compared to $153 for the three months ended June 30, 2009.





Net Operating Loss:





Net operating loss for the three months ended June 30, 2010 was $450,173, or $0.01 per share, compared to a net operating loss of $365,750 for the three months ended June 30, 2009, or $0.01 per share, a decrease of $84,423, or 23%. Net operating loss increased primarily as a result of our increased non-cash direct operating costs in 2010 compared to 2009. We increased production to meet our new demands with regard to our distribution agreement in Greece and expensed these costs as incurred.




16





Net Loss:





The net loss for the three months ended June 30, 2010 was $451,100 compared to a net loss of $390,964 for the three months ended June 30, 2009, an increased net loss of $60,136, or 15%. Net loss increased primarily as a result of our decreased non-cash officer salaries and decreased direct operating costs in 2010 compared to 2009, as well as, our increased non-cash direct operating costs incurred with respect to the development of audio/video content for our distribution agreement in Greece during 2010 compared to 2009.








Results of Operations for the Six Months Ended June 30, 2010 and June 30, 2009:





For the Six Months Ended

June 30,


Increase /2010


2009


(Decrease)Revenues

$
47,289


$
47,068


$
221Direct operating costs


396,524



265,561



130,963General and administrative


212,893



265,835



(52,942
)Salaries and wages


136,563



380,793



(244,230
)Board of director services


17,399



38,922



(21,523
)Rent


14,000



37,499



(23,499
)Depreciation and amortization


305



305



-Total Operating Expenses


777,684



988,915



(211,231
)Net Operating (Loss)


(730,395
)


(941,847
)


211,452Total other income (expense)


10,307



(55,579
)


65,886Net (Loss)

$
(720,088
)

$
(997,426
)

$
277,338





Revenues:





During the six months ended June 30, 2010 and 2009, 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. Aggregate revenues for the six months ended June 30, 2010 were $47,289 compared to revenues of $47,068 in the six months ended June 30, 2009, a minimal increase in revenues of $221, or 1%.





Direct Operating Costs:





Direct operating costs were $396,524 for the six months ended June 30, 2010 compared to $265,561 for the six months ended June 30, 2009, a decrease of $130,963, or 49%. Our direct operating costs in 2010 increased due to an increase in the production costs for our audio/video content, much of which was paid in common stock in lieu of cash, and expensed as incurred, rather than capitalized. During the six months ending June 30, 2010 we issued 2,690,000 shares of common stock valued at $301,000, while in the same period in 2009 we issued 1,060,500 shares valued at $132,215 for video production services. In 2010 we continued to develop and distribute our content without maximizing our sales potential. Direct operating costs are comprised of video production and distribution costs. Due to uncertainty in the valuation of our audio/video library, and the costs involved in obtaining an independent valuation study, we expense our audio/video development costs as incurred.





General and Administrative:





General and administrative expenses were $212,893 for the six months ended June 30, 2010 compared to $265,835 for the six months ended June 30, 2009, a decrease of $52,942, or 20%. The decrease in general and administrative expense for the six months ended June 30, 2010 compared to 2009 was primarily due to reductions in overhead associated with our move to a smaller office location in late 2009, and hiring employees to handle administrative tasks that were previously outsourced to independent contractors. We expect to continue to reduce our general and administrative costs.




17





Salaries and Wages:





Salaries and wage expense was $136,563 for the six months ended June 30, 2010 compared to $380,793 for the six months ended June 30, 2009, a decrease of $244,230, or 64%. The Company recorded non-cash payments on accrued salaries and wages totaling $71,884 and $326,124, during the six months ended June 30, 2010 and 2009, 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 $62,000 and $158,631 for the six months ended June 30, 2010 and 2009, respectively, as well as, common stock options, recorded at fair value of $9,884 and $167,493 for the six months ended June 30, 2010 and 2009, respectively. Salaries and wage expenses decreased for the six months ended June 30, 2010 compared to 2009 primarily because of a decrease in the issuance of common stock options to Officers, and the unpaid leave of absence taken by the Company’s President of Programming during 2010.





Board of Director Services:





Board of director services expense was $17,399 for the six months ended June 30, 2010 compared to $38,922 for the six months ended June 30, 2009, a decrease of $21,523, or 55%. Board of director services decreased for the six months ended June 30, 2010 compared to 2009 due to a decrease in the compensation for board services, which included the issuance of common stock, as well as, common stock options. During the six months ended June 30, 2010 and 2009, the Company recorded non-cash expenses for consulting services totaling $17,399 and $38,922. 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 $14,000 and $38,922 for the six months ended June 30, 2010 and 2009, respectively. Our rent expense decreased by $21,523, or 55%, as a result of the relocation of our office and the elimination of our sound stage warehouse subsequent to June 30, 2009. We expect our quarterly rent expense will be $6,000 for the foreseeable future.





Depreciation and Amortization:





Depreciation and amortization expense was $305 the six months ended June 30, 2010 compared to $305 for the six months ended June 30, 2009.





Net Operating Loss:





Net operating loss for the six months ended June 30, 2010 was $730,395, or $0.01 per share, compared to a net operating loss of $941,847 for the six months ended June 30, 2009, or $0.02 per share, a decrease of $211,452, or 22%. Net operating loss decreased primarily as a result of our decreased non-cash officer salaries in 2010 compared to 2009.





Net Loss:





The net loss for the six months ended June 30, 2010 was $720,088 compared to a net loss of $997,426 for the six months ended June 30, 2009, a decreased net loss of $277,338, or 28%. Net loss decreased primarily as a result of our decreased non-cash officer salaries in 2010 compared to 2009, as well as, $12,290 of debt forgiveness income in 2010 that was not recognized in 2009, and a decrease in interest expense of $53,596 due to notes payable that were converted prior to 2010.








LIQUIDITY AND CAPITAL RESOURCES





The following table summarizes total assets, accumulated deficit, stockholders’ equity and working capital at June 30, 2010 compared to June 30, 2009.





June 30, 2010


June 30, 2009Total Assets

$
42,026


$
9,467Accumulated (Deficit)

$
(18,578,325
)

$
(16,896,590
)Stockholders’ (Deficit)

$
(912,353
)

$
(1,352,624
)Working Capital (Deficit)

$
(888,121
)

$
(1,329,002
)





18





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, 2010, we had $31,908 in cash and a negative working capital position of $(888,121).   As we attempt to expand operational activities and develop our audio/video library, 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 the six months ending June 30, 2010, the Company issued 6,471,199 shares of common stock valued at $488,980 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 2010.





Item 3. Quantitative And Qualitative Disclosures About Market Risks





Not applicable.





Item 4T. Controls and Procedures





Evaluation of Disclosure Controls and Procedures





We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15(c) and 15d – 15(e)).  Based upon that evaluation, our principal executive officer concluded that, as of the end of the period covered in this report, 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.





Inherent Limitations of Internal Controls





Our Principal Executive Officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. 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 simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.





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.





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.





19





Item 1A. Risk Factors





Not applicable.





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





On April 1, 2010 the Company issued 600,000 shares of restricted common stock, along with warrants to purchase 300,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 300,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $30,000. In addition, $15,000 of the proceeds was used to pay for services performed by the vendor.





On April 22, 2010 the Company issued 1,500,000 shares of restricted common stock to a consultant for work related to the production of a television series. The total fair value of the common stock was $150,000 based on the closing price of the Company’s common stock on the date of grant.





On April 22, 2010 the Company issued 50,000 shares of restricted common stock to a consultant for website development services provided. The total fair value of the common stock was $5,000 based on the closing price of the Company’s common stock on the date of grant.





On April 22, 2010 the Company issued 175,000 shares of restricted common stock to a consultant for business development services provided. The total fair value of the common stock was $17,500 based on the closing price of the Company’s common stock on the date of grant.





On April 22, 2010 the Company issued 100,000 shares of restricted common stock to a consultant for business development services provided. The total fair value of the common stock was $10,000 based on the closing price of the Company’s common stock on the date of grant.





On April 22, 2010 the Company issued 125,000 shares of restricted common stock to its CEO for unpaid compensation. The total fair value of the common stock was $12,500 based on the closing price of the Company’s common stock on the date of grant.





On April 22, 2010 the Company issued 300,000 shares of restricted common stock to a consultant for website development services provided. The total fair value of the common stock was $30,000 based on the closing price of the Company’s common stock on the date of grant.





On April 29, 2010 the Company issued 560,000 shares of restricted common stock, along with warrants to purchase 280,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 280,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $28,000. In addition, $16,000 of the proceeds was used to pay for services performed by the vendor.





On June 9, 2010 the Company issued 200,000 shares of restricted common stock, along with warrants to purchase 100,000 shares at $0.20 per share, exercisable for 36 months and warrants to purchase another 100,000 shares at $0.50 per share, exercisable for 36 months, to the Company’s major vendor in exchange for cash proceeds of $10,000. In addition, $7,500 of the proceeds was used to repay a portion of the accounts payable balance back to the vendor.





On June 9, 2010 the Company issued 111,112 shares of restricted common stock, along with warrants to purchase 111,112 shares at $0.25 per share, exercisable for 24 months in exchange for cash proceeds of $20,000.





On June 9, 2010 the Company issued 83,334 shares of restricted common stock, along with warrants to purchase 83,334 shares at $0.25 per share, exercisable for 24 months in exchange for cash proceeds of $15,000.





On June 9, 2010 the Company issued 27,778 shares of restricted common stock, along with warrants to purchase 27,778 shares at $0.25 per share, exercisable for 24 months in exchange for cash proceeds of $5,000.





On June 9, 2010 the Company issued 55,556 shares of restricted common stock, along with warrants to purchase 55,556 shares at $0.25 per share, exercisable for 24 months in exchange for cash proceeds of $10,000.





On June 11, 2010 the Company issued 5,000 shares of restricted common stock to a consultant for website development services provided. The total fair value of the common stock was $1,100 based on the closing price of the Company’s common stock on the date of grant.




20





On June 11, 2010 the Company issued 100,000 shares of restricted common stock to a consultant for video production services provided. The total fair value of the common stock was $22,000 based on the closing price of the Company’s common stock on the date of grant.





The above securities were issued pursuant to the exemption to registration provided in Section 4(2) of the Securities Act of 1933, as amended.





Item 3. Defaults Upon Senior Securities





None





Item 5. Other Information





Sale of Unregistered Securities
 
 The information provided in Item 2 of this Quarterly Report is incorporated herein by reference.
 
 Securities Issued to Officers and Directors
 
 The Company has made the following securities issuances to its directors and officers:
 
 Officers


On March 1, 2010 the Company issued 700,000 shares of common stock to its CEO for unpaid compensation.





On March 1, 2010 the Company granted 100,000 cashless stock options as prepaid compensation for service on the board of directors in 2010 to the Company’s CEO. The options are exercisable until March 1, 2013 at an exercise price of $0.10 per share.





On March 1, 2010 the Company granted 100,000 cashless stock options as prepaid compensation for service on the board of directors in 2010 to the Company’s Michael Berk. The options are exercisable until March 1, 2013 at an exercise price of $0.10 per share.





On March 1, 2010 the Company issued 100,000 shares of restricted common stock to the Company’s CEO as prepaid compensation for service on the board of directors in 2010.





On March 1, 2010 the Company issued 100,000 shares of restricted common stock to Michael Berk as prepaid compensation for service on the board of directors in 2010.





On April 22, 2010 the Company issued 125,000 shares of common stock to its CEO for unpaid compensation.





On July 19, 2010 the Company issued 125,000 shares of restricted common stock to its CEO for unpaid compensation.





On July 19, 2010 the Company granted 1,500,000 cashless stock options as a bonus to the Company’s CEO. The options are exercisable until July 18, 2014 at an exercise price of $0.22 per share.





Board of Directors


On March 1, 2010 the Company issued 100,000 shares of restricted common stock as prepaid compensation for service on the board of directors in 2010 to Doug Miller.





On March 1, 2010 the Company issued 75,000 shares of restricted common stock as prepaid compensation for service on the board of directors in 2010 to John English.





On March 1, 2010 the Company granted 100,000 cashless stock options as compensation for service on the board of directors in 2010 to Doug Miller. The options are exercisable until March 1, 2013 at an exercise price of $0.10 per share.





On March 1, 2010 the Company granted 75,000 cashless stock options as prepaid compensation for service on the board of directors in 2010 to John English. The options are exercisable until March 1, 2013 at an exercise price of $0.10 per share.




21





Entry into a Material Agreement





On April 19, 2010, the Company entered into a Distribution Agreement (the “Agreement”) with Vermantia Media Group Ltd. (“Vermantia”) and Stroboscope Productions (“Stroboscobe”) (Vermantia and Stroboscobe together, the “Licensees”).  Pursuant to the Agreement the Company has agreed to license video content to the Licensees for viewing on Betorium TV in Greece.  In exchange for the rights to distribute the video content, the Licensees have agreed to pay the Company fees of $150,000 per year for three years.  The preceding description of the Agreement is qualified in its entirety to the terms of the Agreement which is attached as Exhibit 10.1 to this Quarterly Report and is incorporated herein by reference.





Item 6. Exhibits





10.1

Distribution Agreement by and between Players Network, Vermantia Media Group Ltd., and Stroboscope Productions, dated April 19, 2010.*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.











22





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 13, 2010





Players Network





/s/ Mark Bradley


Mark Bradley


Chief Executive Officer


(Principal Executive Officer and Principal Financial Officer)










23