UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549





FORM 10-Q





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


for the quarterly period ended March 31, 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

(702) 734-3457(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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o No o





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





Large accelerated filer 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 May 11, 2010 was 57,490,858.













PLAYERS NETWORK


FORM 10-Q


Quarterly Period Ended March 31, 2010





PageINDEXSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
1PART I. FINANCIAL INFORMATIONItem 1.
Financial Statements
2Condensed Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009
2Condensed Statements of Operations for Three Months ended March 31, 2010 and 2009 (Unaudited)
3Condensed Statements of Cash Flows for the Three Months ended March 31, 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
12Item 3.
Quantitative and Qualitative Disclosures About Market Risk
14Item 4T.
Controls and Procedures
14PART II. OTHER INFORMATIONItem 1.
Legal Proceedings
15Item 1A.
Risk Factors
15Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
15Item 3.
Defaults Upon Senior Securities
17Item 5.
Other Information
17Item 6.
ExhibitsSIGNATURES
18













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 and our subsidiaries.








1




PART I - FINANCIAL INFORMATION





Item 1 - Financial Statements





Players NetworkCondensed Balance SheetsMarch 31,


December 31,2010


2009(Unaudited)AssetsCurrent assets:Cash

$
2,456


$
-Prepaid expenses


-



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


4,350



3,500Total current assets


6,806



4,500Fixed assets, net


921



1,073Total Assets

$
7,727


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

$
-


$
1,719Deferred revenues


2,500



5,000Accounts payable


486,034



515,981Accrued expenses


350,446



342,651Current maturities of long term debt


-



3,000Total current liabilities


838,980



868,351Long term debt


25,000



25,000Total Liabilities


863,980



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


2,000



2,000Common stock, $0.001 par value, 150,000,000 sharesauthorized; 53,395,858 and 48,784,659 shares issued and outstandingat March 31, 2010 and December 31, 2009, respectively


53,396



48,785Additional paid-in capital


17,185,576



16,919,674Subscriptions payable, 600,000 and -0- shares atMarch 31, 2010 and December 31, 2009, respectively


30,000



-Accumulated (deficit)


(18,127,225
)


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


(856,253
)


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

$
7,727


$
5,573





2





Players NetworkCondensed Statements of Operations(Unaudited)For the three months endedMarch 31,2010


2009Revenue:Network

$
1,142


$
14,720Production and other


19,600



15,635Total revenue


20,742



30,355Expenses:Direct operating costs


70,138



181,072General and administrative


125,192



126,114Officer salaries


57,384



230,493Salaries and wages


22,699



10,950Board of director services


17,399



38,922Rent


8,000



18,749Depreciation and amortization


152



152Total operating expenses


300,964



606,452Net operating (loss)


(280,222
)


(576,097
)Other income (expense):Interest expense


(1,056
)


(30,365
)Forgiveness of debt


12,290



-Total other income (expense)


11,234



(30,365
)Net (loss)

$
(268,988
)

$
(606,462
)Weighted average number of commonshares outstanding - basic and fully diluted


51,219,450



36,559,798Net (loss) per share - basic and fully diluted

$
(0.01
)

$
(0.02
)




3




Players NetworkCondensed Statements of Cash Flows(Unaudited)For the three months endedMarch 31,2010


2009Cash flows from operating activitiesNet (loss)

$
(268,988
)

$
(606,462
)Adjustments to reconcile net (loss) tonet cash used in operating activities:Depreciation and amortization expense


152



152Amortization of beneficial conversion feature


-



11,697Stock issued for services


108,520



135,915Stock issued for compensation, related party


53,750



32,500(Gain) loss on stock issued for debt


(12,290
)


10,600Options and warrants granted for services


18,533



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


1,000



-Accounts receivable


(850
)


34,520Increase (decrease) in liabilities:Checks written in excess of deposits


(1,719
)


(2,176
)Deferred revenues


(2,500
)


-Accounts payable


32,053



80,944Accrued expenses


7,795



67,260Net cash used in operating activities


(64,544
)


(48,135
)Cash flows from financing activitiesProceeds from long term debt


2,300



-Repayment of long term debt


(5,300
)


-Proceeds from sale of common stock


70,000



50,000Net cash provided by financing activities


67,000



50,000Net increase in cash


2,456



1,865Cash - beginning


-



-Cash - ending

$
2,456


$
1,865Supplemental disclosures:Interest paid

$
-


$
1,076Income 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 ($18,142,149), and as of March 31, 2010, the Company’s current liabilities exceeded its current assets by $832,174 and its total liabilities exceeded its total assets by $856,253. 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 on March 1, 2010 was $35,000.





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.





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.





Officer compensation expense was $65,344 and $230,493 at March 31, 2010 and 2009, respectively. The balance owed was $4,256 and $6,460 at March 31, 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.





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.





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, 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 remain unissued as of the date of this report.





Note 4 – Accrued Expenses





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





March 31,


December 31,2010


2009Customer Deposits

$
13,500


$
13,500Accrued Payroll, Officer


4,256



6,460Accrued Payroll and Payroll Taxes


329,561



320,055Accrued Interest


3,129



2,636$
350,446


$
342,651


6
  Players Network
 Notes to Condensed Financial Statements
 (Unaudited)


Note 5 – Long Term Debt





Long term debt consists of the following at March 31, 2010 and December 31, 2009:





March 31,


December 31,2010


20098% 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


$
25,000Unsecured 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 March 31, 2010:





2010

$
-2011


25,000Thereafter


-$
25,000





Accrued interest on the above convertible notes totaled $3,129 and $2,636 at March 31, 2010 and December 31, 2009, respectively.





Interest expense totaled $1,056 and $30,365 for the three months ended March 31, 2010 and 2009, respectively, of which $563 and $1,067, 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 562,575 shares at March 31, 2010.








Note 6 – Stockholders’ Equity





Preferred stock


No preferred shares were authorized or issued during the three months ended March 31, 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.





On January 8, 2010 the Company issued 200,000 shares of free trading common stock to a consultant for web development services provided. The total fair value of the common stock was $12,000.





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.





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.





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.





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.





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.


7
  Players Network
 Notes to Condensed Financial Statements
 (Unaudited)





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.





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.





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.





On January 8, 2010 the Company issued 200,000 shares of restricted common stock to a consultant for web development services provided. The total fair value of the common stock was $12,000.





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.





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, resulting in debt forgiveness of $12,290.





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 on March 1, 2010 was $35,000.





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.





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.





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.





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.





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.





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.





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 remain unissued as of the date of this report.


8
  Players Network
 Notes to Condensed Financial Statements
 (Unaudited)





The fair value of the shares issued above was 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.








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.





Options and Warrants Cancelled


No options or warrants were cancelled during the three months ended March 31, 2010.





Options and Warrants Expired


During the three months ended March 31, 2010, no options that were outstanding as of December 31, 2009 expired.





Options Exercised


No options were exercised during the three months ended March 31, 2010.


9
  Players Network
 Notes to Condensed Financial Statements
 (Unaudited)





The following is a summary of information about the Stock Options outstanding at March 31, 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

11,605,000

2.16 years

$
0.24


11,605,000


$
0.24








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:





March 31,

March 31,2010

2009Average risk-free interest rates
2.82
%

2.05
%Average expected life (in years)
3


3Volatility
299
%

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 three months ended March 31, 2010 was approximately $0.30 per option, and during the three months ended March 31, 2009 was approximately $0.22 per option. The following is a summary of activity of outstanding stock options:





WeightedAverageNumber

Exerciseof Shares

PriceBalance, December 31, 2009


9,660,000


$
0.23Options expired


-0-



-0-Options cancelled


-0-



-0-Options granted


1,775,000



0.30Options exercised


-0-



-0-Balance, March 31, 2010


11,605,000



0.24Exercisable, March 31, 2010


11,605,000


$
0.24


10
  Players Network
 Notes to Condensed Financial Statements
 (Unaudited)





Note 8 – Subsequent Events





Stock issuances


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 $6,000.





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.





On April 22, 2010 the Company issued 40,000 shares of free trading common stock to a consultant for web development services provided. The total fair value of the common stock was $4,000.





On April 22, 2010 the Company issued 25,000 shares of free trading common stock to a consultant for web development services provided. The total fair value of the common stock was $2,500.





On April 22, 2010 the Company issued 50,000 shares of restricted common stock to a consultant for web development services provided. The total fair value of the common stock was $5,000.





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.





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.





On April 22, 2010 the Company issued 300,000 shares of restricted common stock to a consultant for web development services provided. The total fair value of the common stock was $30,000.





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 on April 22, 2010 was $12,500.





On April 26, 2010 the Company issued 600,000 shares of restricted common stock that had been previously authorized and unissued.





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.





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





.






11




Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.





Overview and Outlook





Players Network was incorporated in the State of Nevada in March of 1993. Players Network is a global media and entertainment company engaged in the development, production, distribution and marketing of television programs and internet broadcasting about the Las Vegas and Gaming Lifestyles, and other related entertainment themes. 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 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 March 31, 2010 and March 31, 2009:





For the Three Months Ended

March 31,


Increase /

(Decrease)2010


2009Revenues

$
20,742


$
30,355


$
(9,613
)Direct operating costs


70,138



181,072



(110,934
)General and administrative


125,192



126,114



(922
)Salaries and wages


80,083



241,443



(161,360
)Board of director services


17,399



38,922



(21,523
)Rent


8,000



18,749



(10,749
)Depreciation and amortization


152



152



-Total Operating Expenses


300,964



606,452



(305,488
)Net Operating (Loss)


(280,222
)


(576,097
)


(295,875
)Total other income (expense)


11,234



(30,365
)


41,599Net (Loss)

$
(268,988
)

$
(606,462
)

$
(337,474
)




12




Revenues:





During the three months ended March 31, 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 March 31, 2010 were $20,742 compared to revenues of $30,355 in the three months ended March 31, 2010, a decrease in revenues of $9,613, or 32%. Revenues from networks were down significantly in the three months ended March 31, 2010 due to a significant reduction in advertising spending and slow acceptance of the company’s media content. Production revenues increased by 25% due to a short term project started in 2010 to develop media content for a local adventure sport business. Our customers have tightened their budgets and, as a result, our revenues have decreased.





Direct Operating Costs:





Direct operating costs were $70,138 for the three months ended March 31, 2010 compared to $181,072 for the three months ended March 31, 2009, a decrease of $110,934 or 61%. Our direct operating costs in 2010 decreased due to a decrease 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 March 31, 2010 we issued 550,000 shares of common stock valued at $33,000, while in the same period in 2009 we issued 605,500 shares valued at $78,715 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 $125,192 for the three months ended March 31, 2010 compared to $126,114 for the three months ended March 31, 2009, a decrease of $922 or approximately 1%. The decrease in general and administrative expense for the three months ended March 31, 2010 compared to 2009 was minimal and in the future we expect to continue to reduce our general and administrative costs.





Salaries and Wages:





Salaries and wage expense was $80,083 for the three months ended March 31, 2010 compared to $241,443 for the three months ended March 31, 2009, a decrease of $161,360 or 67%. The Company recorded non-cash payments on accrued salaries and wages totaling $54,884 and $181,793, during the three months ended March 31, 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 $45,000 and $14,300 for the three months ended March 31, 2010 and 2009, respectively, as well as, common stock options, recorded at fair value of $9,884 and $167,493 for the three months ended March 31, 2010 and 2009, respectively. Salaries and wage expenses decreased for the three months ended March 31, 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 three months ended March 31, 2010 compared to $38,922 for the three months ended March 31, 2009, a decrease of $21,523 or 55%. Board of director services decreased for the three months ended March 31, 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 three months ended March 31, 2010 and 2009, the Company recorded non-cash expenses for consulting services totaling $17,399 and $38,922, respectively. 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 $8,000 and $18,749 for the three months ended March 31, 2010 and 2009, respectively. Our rent expense decreased by $10,749, or 57%, as a result of the relocation of our office and the elimination of our sound stage warehouse subsequent to March 31, 2009. With the further reduction of rents due to the elimination of a storage facility, we expect our quarterly rent expense will be $6,000 for the foreseeable future.





Depreciation and Amortization:





Depreciation and amortization expense was $152 the three months ended March 31, 2010 compared to $152 for the three months ended March 31, 2009.





Net Operating Loss:





Net operating loss for the three months ended March 31, 2010 was $280,222 or ($0.01) per share compared to a net operating loss of $576,097 for the three months ended March 31, 2009, or ($0.02) per share, a decrease of $295,875 or 51%. Net operating loss decreased primarily as a result of our decreased non-cash officer salaries and decreased direct operating costs in 2010 compared to 2009.




13


Net Loss:
 
 The net loss for the three months ended March 31, 2010 was $268,988 compared to a net loss of $606,462 for the three months ended March 31, 2009, a decreased net loss of $337,474 or 56%. Net loss decreased primarily as a result of our decreased non-cash officer salaries and decreased direct operating costs 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 $29,309 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 March 31, 2010 compared to March 31, 2009.





March 31, 2010


March 31, 2009Total Assets

$
7,727


$
13,546Accumulated (Deficit)

$
(18,127,225
)

$
(16,505,626
)Stockholders’ (Deficit)

$
(856,253
)

$
(1,336,299
)Working Capital (Deficit)

$
(832,174
)

$
(1,312,830
)





Our principal source of operating capital has been provided from private sales of our common stock, revenues from operations, and, to a limited extent, debt financing. At March 31, 2010, we had a negative working capital position of $(832,174). As we continue the shift in our business focus and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings to the extent necessary to provide working capital. We have and expect to continue to have substantial capital expenditure and working capital needs. We do not now have funds sufficient to fund our operations at their current level for the next twelve months. We need to raise additional cash to fund our operations and implement our business plan. We expect that the additional financing will (if available) take the form of a private placement of equity, although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an on-going effort to locate sources of additional funding, without which we will not be able to remain a viable entity. No financing arrangements are currently under contract, and there are no assurances that we will be able to obtain adequate financing. If we are able to obtain the financing required to remain in business, eventually achieving operating profits will require substantially increasing revenues or drastically reducing expenses from their current levels or both. If we are able to obtain the required financing to remain in business, future operating results depend upon a number of factors that are outside of our control.





To conserve on the Company's capital requirements, the Company has issued shares in lieu of cash payments to employees and outside consultants, and the Company expects to continue this practice in 2010. In the three months ending March 31, 2010, the Company issued 4,311,199 shares of common stock valued at $211,980 in lieu of cash payments to employees and outside consultants. In the three months ending March 31, 2009, the Company issued 1,295,500 shares of common stock valued at $168,415 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 required.





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.





14





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 and our principal executive officer has determined that our disclosure controls and procedures are effective at doing so, 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.





Item 1A. Risk Factors





There has been no change in the Company's risk factors since the Company’s Annual Report on Form 10-K filed with the SEC on April 7, 2010.





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





On January 8, 2010 the Company issued 200,000 shares of restricted common stock to a consultant for web development services provided. The total fair value of the common stock was $12,000.





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.





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, resulting in debt forgiveness of $12,290.





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 on March 1, 2010 was $35,000.





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.





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.





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.




15




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.





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.





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 $0.0892, was $8,922.





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 $0.0892, was $8,922.





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 $0.0892, was $8,922.





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 $0.0892, was $6,691.





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 remain unissued as of the date of this report.





Subsequent issuances:


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 $6,000.





On April 22, 2010 the Company issued 50,000 shares of restricted common stock to a consultant for web development services provided. The total fair value of the common stock was $5,000.





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.





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.





On April 22, 2010 the Company issued 300,000 shares of restricted common stock to a consultant for web development services provided. The total fair value of the common stock was $30,000.





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 on April 22, 2010 was $12,500.





On April 26, 2010 the Company issued 600,000 shares of restricted common stock that had been previously authorized and unissued.





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.





16




Item 3. Defaults Upon Senior Securities





None





Item 4. Other Information





None





Item 5. Exhibits





31.1

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*





* Filed herewith.
















SIGNATURES





In accordance with the requirements of the Exchange Act, the registrant caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.





Date: May 12, 2010





Players Network/S/ Mark BradleyMark BradleyChief Executive Officer

(Principal Executive Officer and Principal Financial Officer)