UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q






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




For the
quarterly period ended September 30, 2009




o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the transition period from ______to______.








Commission
file number: 000-29363





PLAYERS
NETWORK


(Exact
name of registrant as specified in its charter)





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





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





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).  Yes o No o





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





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 November 12,
2009 was 47,016,091














PLAYERS NETWORK


FORM
10-Q


Quarterly
Period Ended September 30, 2009





PageINDEXSPECIAL NOTE REGARDING FORWARD-LOOKING
      STATEMENTS
              3PART
      I. FINANCIAL INFORMATIONItem 1.
              Financial Statements
              4Condensed Balance Sheets as of September 30, 2009 and December
      31, 2008 (unaudited)
              4Condensed Statements of Operations for Nine Months ended June
      30, 2009 and 2008 (unaudited)
              5Condensed Statements of Cash Flows for the Nine Months ended
      June 30, 2009 and 2008 (unaudited)
              6Notes to the Condensed Unaudited Financial
      Statements
              7Item 2.
              Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
              18Item 3.
              Quantitative and Qualitative Disclosures About Market
      Risk.
              21Item 4T.
              Controls and Procedures
              22PART
      II. OTHER INFORMATIONItem 1.
              Legal Proceedings
              22Item 1A.
              Risk Factors
              23Item 2.
              Unregistered Sales of Equity Securities and Use of
      Proceeds
              23Item 3.
              Defaults Upon Senior Securities
              24Item 4.
              Submission of Matters to a Vote of Security
      Holders.
              24Item 5.
              Other Information
              24Item 6.
              Exhibits
              24SIGNATURES
              25











2




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. Therefore, actual results may differ materially and adversely from
those expressed in any forward-looking statements. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. However, your attention is directed
to any further disclosures made on related subjects in our subsequent annual and
periodic reports filed with the Securities and Exchange Commission on Forms
10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.





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











3




PART
I - FINANCIAL INFORMATION


Item 1 - Financial Statements


Players Network


Condensed
Balance Sheets




September
      30,
            
            
            December
      31,2009
            
            
            2008(Unaudited)AssetsCurrent
      assets:Cash
            
            $
            -
            
            
            $
            -Prepaid
      expenses
            
            
            1,000
            
            
            
            -Accounts
      receivable, net of allowance fordoubtful
      accounts of $5,000
            
            
            7,000
            
            
            
            44,670Total
      current assets
            
            
            8,000
            
            
            
            44,670Fixed
      assets, net
            
            
            1,225
            
            
            
            1,683Total
      Assets
            
            $
            9,225
            
            
            $
            46,353Liabilities
      and Stockholders' Equity (Deficit)Current
      liabilities:Checks
      written in excess of available funds
            
            $
            608
            
            
            $
            2,176Accounts
      payable
            
            
            544,659
            
            
            
            393,090Accrued
      expenses
            
            
            355,401
            
            
            
            353,551Current
      maturities of long term debt, net of discount of $-0- and$26,297
      at September 30, 2009 and December 31, 2008, respectively
            
            
            14,600
            
            
            
            423,303Total
      current liabilities
            
            
            915,268
            
            
            
            1,172,120Long
      Term Debt
            
            
            25,000
            
            
            
            25,000Total
      Liabilities
            
            
            940,268
            
            
            
            1,197,120Stockholders'
      equity (deficit):Preferred
      stock, $0.001 par value, 2,000,000 sharesauthorized;
      2,000,000 shares issued and outstandingat
      September 30, 2009 and December 31, 2008
            
            
            2,000
            
            
            
            2,000Common
      stock, $0.001 par value, 150,000,000 sharesauthorized;
      44,416,091 and 35,092,342 shares issued and outstandingat
      September 30, 2009 and December 31, 2008, respectively
            
            
            44,416
            
            
            
            35,092Additional
      paid-in capital
            
            
            16,425,433
            
            
            
            14,711,305Subscriptions
      payable , 1,530,000 shares and -0- shares atSeptember
      30, 2009 and December 21, 2008, respectively
            
            
            153,000
            
            
            
            -Accumulated
      (deficit)
            
            
            (17,555,892
            )
            
            
            (15,899,164
            )Total
      Stockholders' Equity (Deficit)
            
            
            (931,043
            )
            
            
            (1,150,767
            )Total
      Liabilities and Stockholders' Equity (Deficit)
            
            $
            9,225
            
            
            $
            46,353




See
accompanying notes to condensed financial statements




4




Players Network


Condensed
Statements of Operations


(Unaudited)







For
      the three months ended
            
            
            For
      the nine months endedSeptember 30,
            
            
            September
      30,2009
            
            
            2008
            
            
            2009
            
            
            2008RevenueNetwork
            
            $
            333
            
            
            $
            5,056
            
            
            $
            25,616
            
            
            $
            44,066Production
      and other
            
            
            4,500
            
            
            
            13,739
            
            
            
            26,285
            
            
            
            170,644Total
      revenue
            
            
            4,833
            
            
            
            18,795
            
            
            
            51,901
            
            
            
            214,710Expenses:Direct
      operating costs
            
            
            154,489
            
            
            
            28,915
            
            
            
            420,050
            
            
            
            261,009General
      and administrative
            
            
            258,612
            
            
            
            107,269
            
            
            
            524,447
            
            
            
            298,103Officer
      salaries
            
            
            187,146
            
            
            
            35,436
            
            
            
            547,639
            
            
            
            219,886Salaries
      and wages
            
            
            13,758
            
            
            
            12,258
            
            
            
            34,058
            
            
            
            54,671Board
      of director services
            
            
            29,930
            
            
            
            -
            
            
            
            68,852
            
            
            
            6,981Rent
            
            
            18,529
            
            
            
            19,012
            
            
            
            56,028
            
            
            
            57,297Depreciation
      and amortization
            
            
            153
            
            
            
            1,326
            
            
            
            458
            
            
            
            4,555Total
      operating expenses
            
            
            662,617
            
            
            
            204,216
            
            
            
            1,651,532
            
            
            
            902,502Net
      operating (loss)
            
            
            (657,784
            )
            
            
            (185,421
            )
            
            
            (1,599,631
            )
            
            
            (687,792
            )Other
      income (expense):Interest
      expense
            
            
            (11,518
            )
            
            
            (24,425
            )
            
            
            (67,097
            )
            
            
            (66,633
            )Forgiveness
      of debt
            
            
            10,000
            
            
            
            33,000
            
            
            
            10,000
            
            
            
            137,706Total
      other income (expense)
            
            
            (1,518
            )
            
            
            8,575
            
            
            
            (57,097
            )
            
            
            71,073Net
      (loss)
            
            $
            (659,302
            )
            
            $
            (176,846
            )
            
            $
            (1,656,728
            )
            
            $
            (616,719
            )Weighted
      average number of commonshares
      outstanding - basic and fully diluted
            
            
            41,741,495
            
            
            
            31,584,592
            
            
            
            39,050,984
            
            
            
            30,459,350Net
      (loss) per share - basic and fully diluted
            
            $
            (0.02
            )
            
            $
            (0.01
            )
            
            $
            (0.04
            )
            
            $
            (0.02
            )




See
accompanying notes to condensed financial statements




5




Players Network


Condensed
Statements of Cash Flows


(Unaudited)





For
      the nine months endedSeptember
      30,2009
            
            
            2008Cash
      flows from operating activitiesNet
      (loss)
            
            $
            (1,656,728
            )
            
            $
            (616,719
            )Adjustments
      to reconcile net (loss) tonet
      cash (used) by operating activities:Depreciation
      and amortization expense
            
            
            458
            
            
            
            4,555Forgiveness
      of debt
            
            
            -
            
            
            
            (137,706
            )Amortization
      of beneficial conversion feature
            
            
            26,297
            
            
            
            43,665Stock
      issued for services
            
            
            602,916
            
            
            
            161,950Stock
      issued for compensation, related party
            
            
            214,931
            
            
            
            159,375Stock
      issued for financing cost
            
            
            20,178
            
            
            
            -Options
      and warrants granted for services
            
            
            420,590
            
            
            
            166,890Decrease
      (increase) in assets:Accounts
      receivable
            
            
            37,670
            
            
            
            2,657
            )Prepaid
      expenses and other current assets
            
            
            (1,000)
            
            
            
            11,839Increase
      (decrease) in liabilities:Checks
      written in excess of deposits
            
            
            (1,568
            )
            
            
            -,Deferred
      revenues
            
            
            -
            
            
            
            (33,333
            )Accounts
      payable
            
            
            151,569
            
            
            
            100,854Accrued
      expenses
            
            
            74,687
            
            
            
            37,168Net
      cash (used) by operating activities
            
            
            (110,000
            )
            
            
            (98,805
            )Cash
      flows from investing activitiesPurchase
      of fixed assets
            
            
            -
            
            
            
            (1,324)Net
      Cash (used) in investing activities
            
            
            -
            
            
            
            (1,324)Cash
      flows from financing activitiesProceeds
      from long term debt
            
            
            2,500
            
            
            
            35,000Repayment
      of long term debt
            
            
            (2,500)
            
            
            
            -Proceeds
      from sale of common stock
            
            
            110,000
            
            
            
            -Net
      cash provided by financing activities
            
            
            110,000
            
            
            
            35,000Net
      decrease (increase) in cash
            
            
            -
            
            
            
            (65,129
            )Cash
      - beginning
            
            
            -
            
            
            
            69,959Cash
      - ending
            
            $
            -
            
            
            $
            4,830Supplemental
      disclosures:Interest
      paid
            
            $
            2,842
            
            
            $
            6,631Income
      taxes paid
            
            $
            -
            
            
            $
            -Non-cash
      transactions:Stock
      issued for debt
            
            $
            507,837
            
            
            $
            -




See
accompanying notes to condensed financial statements


6


Players Network
 Notes
to Condensed Financial Statements
   Note
1 – Basis of Presentation





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





These
statements reflect all adjustments, 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, 2008 and notes thereto included in the Company's 10-K annual
report. The Company follows the same accounting policies in the preparation of
interim reports.





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
($17,555,892), and as of September 30, 2009, the Company’s current liabilities
exceeded its current assets by $907,268 and its total liabilities exceeded its
total assets by $931,043. 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 August
28, 2009 the Company granted cashless options to purchase 1,500,000 shares of
its common stock to the CEO as a bonus for services rendered. The options are
exercisable until August 27, 2013 at an exercise price of $0.15 per share. The
estimated value expensed using the Black-Scholes Pricing Model, based on a
volatility rate of 438% and a call option value of $0.0998, was
$149,646.





On August
28, 2009 the CEO was issued 200,000 shares of common stock in exchange for
$20,000 of unpaid salary, the fair market value of the common
stock.





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




7


Players
Network
 Notes
to Condensed Financial Statements


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





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





On
January 9, 2009 the Company granted cashless options to purchase 250,000 shares
of its common stock to the CEO as a bonus for services rendered. The options are
exercisable until January 8, 2013 at an exercise price of $0.20 per share. The
estimated value expensed using the Black-Scholes Pricing Model, based on a
volatility rate of 417% and a call option value of $0.1295, was
$32,372.





On
January 9, 2009 the Company granted cashless options to purchase 250,000 shares
of its common stock to the President of Programming as a bonus for services
rendered. The options are exercisable until January 8, 2013 at an exercise price
of $0.20 per share. The estimated value expensed using the Black-Scholes Pricing
Model, based on a volatility rate of 417% and a call option value of $0.1295,
was $32,372.





On
January 9, 2009 the Company granted cashless options to purchase 300,000 shares
of its common stock to the CEO as a bonus for services rendered. The options are
exercisable until January 8, 2012 at an exercise price of $0.20 per share. The
estimated value expensed using the Black-Scholes Pricing Model, based on a
volatility rate of 417% and a call option value of $0.1283, was
$38,486.





On
January 9, 2009 the Company granted cashless options to purchase 400,000 shares
of its common stock to the President of Programming as a bonus for services
rendered. The options are exercisable until January 8, 2012 at an exercise price
of $0.20 per share. The estimated value expensed using the Black-Scholes Pricing
Model, based on a volatility rate of 417% and a call option value of $0.1283,
was $51,315.


Board of
Directors


On August
28, 2009 the Company granted a total of 300,000 cashless stock options as
compensation for service to two of the Company’s board of directors. The options
are exercisable until August 27, 2013 at an exercise price of $0.15 per share.
The total estimated value using the Black-Scholes Pricing Model, based on a
volatility rate of 438% and a call option value of $0.0998, was
$29,930.





On May 7,
2009 the Company issued 120,000 shares of restricted common stock to a Director
for consulting services rendered. The total fair value of the common stock was
$16,800.





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





On
January 9, 2009 the Company granted 50,000 cashless stock options as prepaid
compensation for service on the board of directors in 2009 to each of five of
its directors. The options are exercisable until January 8, 2013 at an exercise
price of $0.20 per share. The total estimated value using the Black-Scholes
Pricing Model, based on a volatility rate of 417% and a call option value of
$0.1295, was $32,372.





8


Players
Network
 Notes
to Condensed Financial Statements


Note
4 – Long Term Debt





Long-term
debt consists of the following at September 30, 2009, and December 31,
2008:





2009
            
            
            20088%
            unsecured
      convertible debentures, due in September 2011, convertible
              into
      500,000 shares of common stock at any time prior to maturity based
              on
      a conversion price of $0.05 per share. Accrued interest is convertible
              as
      well at a conversion price of $0.05 per share.
            
            $
            25,000
            
            
            $
            25,0008%
            unsecured
      convertible debentures, due in March 2009, convertible into
              166,667
      shares of common stock at any time prior to maturity based on a
              conversion
      price of $0.06 per share. Accrued interest is convertible as
              well
      at a conversion price of $0.06 per share.
            
            
            10,000
            
            
            
            10,0005%
            unsecured
      convertible debentures, due in September 2009, convertible
              into
      333,333 shares of common stock at any time prior to maturity based
              on
      a conversion price of $0.15 per share. Principal and accrued interest
              was
      converted into 342,467 shares of common stock on August 28,
      2009.
            
            
            -
            
            
            
            50,0005%
            unsecured
      convertible debentures, due in August 2009, convertible into
              400,000
      shares of common stock at any time prior to maturity based on a
              conversion
      price of $0.15 per share. Principal and accrued interest was
              converted
      into 410,959 shares of common stock on August 28, 2009.
            
            
            -
            
            
            
            60,0005%
            unsecured
      convertible debentures, due in June 2009, convertible into
              200,000
      shares of common stock at any time prior to maturity based on a
              conversion
      price of $0.15 per share. Principal and accrued interest was
              converted
      into 231,890 shares of common stock on August 28, 2009.
            
            
            -
            
            
            
            30,0005%
            unsecured
      convertible debentures, due in June 2009, convertible into
              100,000
      shares of common stock at any time prior to maturity based on a
              conversion
      price of $0.15 per share. Principal and accrued interest was
              converted
      into 102,740 shares of common stock on August 28, 2009.
            
            
            -
            
            
            
            15,0005%
            unsecured
      convertible debentures, due in May 2009, convertible into
              166,667
      shares of common stock at any time prior to maturity based on a
              conversion
      price of $0.15 per share. Principal and accrued interest was
              converted
      into 171,233 shares of common stock on August 28, 2009.
            
            
            -
            
            
            
            25,0005%
            unsecured
      convertible debentures, due in March 2009, convertible into
              571,429
      shares of common stock at any time prior to maturity based on a
              conversion
      price of $0.35 per share. Principal and accrued interest was
              converted
      into 587,084 shares of common stock on August 28, 2009.
            
            
            -
            
            
            
            200,0005%
            unsecured
      convertible debentures, due in February 2009, convertible into
              71,429
      shares of common stock at any time prior to maturity based on a
              conversion
      price of $0.35 per share. Principal and accrued interest was
              converted
      into 84,061 shares of common stock on August 28, 2009.
            
            
            -
            
            
            
            25,0005%
            unsecured
      convertible debentures, due in February 2009, convertible into
              71,429
      shares of common stock at any time prior to maturity based on a
              conversion
      price of $0.35 per share. Principal and accrued interest was
              converted
      into 84,061 shares of common stock on August 28, 2009.
            
            
            -
            
            
            
            25,000Unsecured
      demand note, non interest bearing.
            
            
            4,600
            
            
            
            4,600Unsecured
      demand note. The non interest bearing debt was converted to
              25,000
      shares of common stock on July 15, 2009.
            
            
            -
            
            
            
            -Unsecured
      demand note due to a former Director of the Company. The non
              interest
      bearing debt was converted to 120,000 shares of common stock
              on
      January 9, 2009.
            
            
            -
            
            
            
            5,000Total
      debt
            
            
            39,600
            
            
            
            474,600Less:
      current portion
            
            
            14,600
            
            
            
            423,303Less:
      discount on beneficial conversion feature
            
            
            -
            
            
            
            26,297Long-term
      debt, less current portion
            
            
            25,000
            
            
            
            25,000Less:
      discount on beneficial conversion feature
            
            
            -
            
            
            
            -Long-term
      debt, less current portion and discount on BCF
            
            $
            25,000
            
            
            $
            25,000





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





2009
            
            $
            14,6002010
            
            
            -2011
            
            
            25,000Thereafter
            
            
            -$
            39,600





Accrued
interest on the above convertible notes totaled $2,982 and $58,039 at September
30, 2009 and December 31, 2008, respectively.





Interest
expense totaled $67,097 and $66,633 for the nine months ended September 30, 2009
and 2008, respectively, of which $2,841 and $6,631, respectively, was incurred
from credit card finance charges and accounts payable finance
charges.





In
addition, the Company recognized and measured the embedded beneficial conversion
feature present in the convertible debt, by allocating a portion of the proceeds
equal to the intrinsic value of the feature to additional paid-in-capital. The
intrinsic value of the feature was calculated on the commitment date using the
effective conversion price between the detachable common stock issued and the
convertible debt. This intrinsic value is limited to the portion of the proceeds
allocated to the convertible debt.




9


Players
Network
 Notes
to Condensed Financial Statements


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





According
to the terms of the Convertible Promissory Notes, the estimated number of shares
of common stock that would be received upon conversion of the outstanding
principal and accrued interest was 723,470 shares at September 30,
2009.





During
the nine months ended June 30, 2009 and 2008, the Company recorded financial
expenses in the amount of $26,297 and $43,665, respectively, attributed to the
amortization of the aforementioned debt discount.








Note
5 – Stockholders’ equity





Stock
issuances


On August
28, 2009 the Company granted 400,000 shares of free trading (S-8) common stock
to a consultant for website development services rendered. The fair market value
of the shares based on the closing stock price at the grant date was $40,000.
The shares were issued on November 9, 2009.





On August
28, 2009 the Company granted 100,000 shares of restricted common stock to a
consultant for video production services. The total fair value of the common
stock was $10,000. The shares were issued on October 7, 2009.





On August
28, 2009 the Company granted 100,000 shares of restricted common stock to a
consultant for administrative services provided. The total fair value of the
common stock was $10,000. The shares were issued on October 7,
2009.





On August
28, 2009 the Company granted 200,000 shares of restricted common stock to a
consultant for website development services. The total fair value of the common
stock was $20,000. The shares were issued on October 2, 2009.





On August
28, 2009 the Company granted 30,000 shares of restricted common stock to a
consultant for video production services. The total fair value of the common
stock was $3,000. The shares were issued on October 27, 2009.





On August
28, 2009 the Company granted 600,000 shares of restricted common stock to a
consulting firm for investor relation services rendered. The total fair value of
the common stock was $60,000. The shares were issued on October 19,
2009.





On August
28, 2009 the Company granted 100,000 shares of free trading (S-8) common stock
to a consultant for sales & marketing services rendered. The total fair
value of the common stock was $10,000. The shares were issued on October 7,
2009.





On August
28, 2009 the Company issued 100,000 shares of free trading (S-8) common stock to
a consultant for sales & marketing services rendered. The total fair value
of the common stock was $10,000.





On August
28, 2009 the Company granted 200,000 shares of free trading (S-8) common stock
to a consultant for accounting services rendered. The fair market value of the
shares based on the closing stock price at the grant date was
$20,000.





On August
28, 2009 the Company issued 125,000 shares of restricted common stock to a video
production firm for services rendered. The total fair value of the common stock
was $12,500.





On August
28, 2009 the Company issued 10,000 shares of restricted common stock to a video
production firm for services rendered. The total fair value of the common stock
was $1,000.





On August
28, 2009 the Company issued 25,000 shares of restricted common stock to a
consultant for video production services. The total fair value of the common
stock was $2,500.





On August
28, 2009 the Company granted 5,000 shares of restricted common stock to a
consultant for administrative services provided. The total fair value of the
common stock was $500.





On August
28, 2009 the Company granted 25,000 shares of restricted common stock to a
consultant for administrative services provided. The total fair value of the
common stock was $2,500.





On August
28, 2009 the Company issued 500,000 shares of restricted common stock to a video
production company for video encoding and production services. The total fair
value of the common stock was $50,000. In addition, the production company
agreed to forgive $10,000 of unpaid accounts payable debt.




10


Players
Network
 Notes
to Condensed Financial Statements


On August
28, 2009 the CEO was issued 200,000 shares of common stock in exchange for
$20,000 of unpaid salary, the fair market value of the common
stock.





On August
28, 2009 the Company issued 200,000 shares of restricted common stock to a
consultant for sales & marketing services rendered. The total fair value of
the common stock was $20,000.





On August
28, 2009 the Company issued 300,000 shares of restricted common stock to a
consultant for investor relation services rendered. The total fair value of the
common stock was $30,000.





On August
28, 2009 the Company issued 84,041 shares of restricted section 144 common stock
to a note holder per the conversion terms of the convertible promissory note.
The shares were exchanged for a total of $29,414 of principal and accrued
interest.





On August
28, 2009 the Company issued 315,931 shares of restricted section 144 common
stock to a note holder per the conversion terms of the convertible promissory
note. The shares were exchanged for a total of $64,205 of principal and accrued
interest.





On August
28, 2009 the Company issued 1,614,483 shares of restricted section 144 common
stock to a note holder per the conversion terms of the convertible promissory
note. The shares were exchanged for a total of $359,589 of principal and accrued
interest.





On August
28, 2009 the Company sold 50,000 shares of common stock, and warrants to
purchase an additional 100,000 shares at $0.15 per share over a two year term,
to an investor in exchange for proceeds of $5,000.





On August
15, 2009 the Company sold 200,000 shares of common stock to an investor in
exchange for proceeds of $20,000.





On July
29, 2009 the Company issued 200,000 free trading (S-8) shares of common stock to
a law firm for legal services rendered. The total fair value of the common stock
was $24,000.





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





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





On July
17, 2009 the Company issued 100,000 free trading (S-8) shares of common stock
that had been previously authorized and unissued.





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





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





On July
1, 2009 the Company issued 35,000 free trading (S-8) shares of common stock that
were previously authorized and unissued.





On July
1, 2009 the Company issued a total of 150,000 shares of restricted common stock
that had been previously authorized and unissued.





On July
1, 2009 the Company issued 250,000 shares of restricted common stock to the
Company’s CEO that had been previously authorized and unissued.





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





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





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




11


Players
Network
 Notes
to Condensed Financial Statements


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





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





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





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





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





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





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





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





On May 7,
2009 the Company issued 100,000 free trading (S-8) shares of common stock to an
accountant for accounting services rendered. The total fair value of the common
stock was $14,000.





On May 7,
2009 the Company issued 50,000 free trading (S-8) shares of common stock to a
consultant for website design services rendered. The total fair value of the
common stock was $7,000.





On May 7,
2009 the Company issued 120,000 shares of restricted common stock to a Director
for consulting services rendered. The total fair value of the common stock was
$16,800.





On May 7,
2009 the Company issued 20,000 shares of restricted common stock to a company
for investor relation services rendered. The total fair value of the common
stock was $2,800.





On May 7,
2009 the Company issued 10,000 shares of restricted common stock to a consultant
for investor relation services rendered. The total fair value of the common
stock was $1,400.





On May 7,
2009 the Company issued 100,000 shares of restricted common stock to a
consultant for investor relation services rendered. The total fair value of the
common stock was $14,000.





On May 7,
2009 the Company issued 75,000 shares of restricted common stock to a consultant
for services rendered. The total fair value of the common stock was
$10,500.





On May 7,
2009 the Company issued 30,000 shares of restricted common stock to a consultant
for services rendered. The total fair value of the common stock was
$4,200.





On May 7,
2009 the Company issued 30,000 shares of restricted common stock to a consultant
for video editing services rendered. The total fair value of the common stock
was $4,200.





On May 7,
2009 the Company issued 20,000 shares of restricted common stock to a consultant
for administrative services rendered. The total fair value of the common stock
was $2,800.





On May 7,
2009 the Company issued 15,000 shares of restricted common stock to a consultant
for video editing services rendered. The total fair value of the common stock
was $2,100.




12


Players
Network
 Notes
to Condensed Financial Statements


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





On April
1, 2009 the Company issued 150,000 shares of common stock to a consultant for
sales & marketing services rendered. The total fair value of the common
stock was $13,500.





On April
1, 2009 the Company issued 50,000 shares of common stock to a consultant for
administrative services provided. The total fair value of the common stock was
$4,500.





On April
1, 2009 the Company issued 441,913 shares of restricted section 144 common stock
to a note holder per the conversion terms of the convertible promissory note.
The shares were exchanged for a total of $49,629 of accrued
interest.





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





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





On
February 16, 2009 the Company issued 250,000 shares of common stock, along with
warrants to purchase another 250,000 shares at $0.15 per share, exercisable for
36 months, in exchange for cash proceeds of $25,000.





On
January 9, 2009 the Company issued 12,000 shares of restricted common stock to a
consultant for video production services rendered. The total fair value of the
common stock was $1,560.





On
January 9, 2009 the Company issued 2,000 shares of restricted common stock to a
consultant for video production services rendered. The total fair value of the
common stock was $260.





On
January 9, 2009 the Company issued 120,000 shares of restricted common stock to
a debt holder for payment in lieu of cash on a $5,000 interest free demand note.
The total fair value of the common stock was $15,600. A finance charge was
expensed to account for the $10,600 premium payment in excess of the principal
debt.





On
January 9, 2009 the Company issued 50,000 shares of free trading (S-8) common
stock to a consultant for accounting services provided. The total fair value of
the common stock was $6,500.





On
January 9, 2009 the Company issued 26,500 shares of free trading (S-8) common
stock to a consultant for sales & marketing services rendered. The total
fair value of the common stock was $3,445.





On
January 9, 2009 the Company issued 5,000 shares of free trading (S-8) common
stock to a consultant for website production services rendered. The total fair
value of the common stock was $650.





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





On
January 9, 2009 the Company issued 500,000 shares of restricted common stock to
a video production company for video encoding and production services. The total
fair value of the common stock was $65,000.





On
January 9, 2009 the Company issued 10,000 shares of restricted common stock to a
consultant for video production services rendered. The total fair value of the
common stock was $1,300.





On
January 9, 2009 the Company issued 10,000 shares of restricted common stock to a
consultant for video production services rendered. The total fair value of the
common stock was $1,300.





On
January 9, 2009 the Company issued 10,000 shares of restricted common stock to
an employee as a bonus for services rendered. The total fair value of the common
stock was $1,300.





On
January 9, 2009 the Company issued 5,000 shares of restricted common stock to a
consultant for video production services rendered. The total fair value of the
common stock was $650.




13


Players
Network
 Notes
to Condensed Financial Statements


On
January 9, 2009 the Company issued 5,000 shares of restricted common stock to a
consultant for commissions earned on sound stage rentals. The total fair value
of the common stock was $650.





On
January 9, 2009 the Company issued 5,000 shares of restricted common stock to a
consultant for website production services rendered. The total fair value of the
common stock was $650.





On
January 9, 2009 the Company issued 50,000 shares of restricted common stock to a
consultant for accounting services provided. The total fair value of the common
stock was $6,500.





On
January 9, 2009 the Company issued 125,000 shares of restricted common stock to
a consultant for administrative services provided. The total fair value of the
common stock was $16,250.





On
January 9, 2009 the Company issued 100,000 shares of restricted common stock to
a consultant for equity promotion & marketing services rendered. The total
fair value of the common stock was $13,000.





On
January 9, 2009 the Company issued 100,000 shares of restricted common stock to
a consultant for equity promotion & marketing services rendered. The total
fair value of the common stock was $13,000.





On
January 9, 2009 the Company issued 30,000 shares of restricted common stock to a
consultant for video production services rendered. The total fair value of the
common stock was $3,900.





Stock
options


On August
28, 2009 the Company granted 150,000 stock options to a consultant as
compensation for video production services. The options are exercisable until
August 27, 2011 at an exercise price of $0.15 per share. The total estimated
value using the Black-Scholes Pricing Model, based on a volatility rate of 438%
and a call option value of $0.0965, was $14,480.





On August
28, 2009 the Company granted 200,000 stock options to a consultant as
compensation for investor relations services. The options are exercisable until
August 27, 2012 at an exercise price of $0.20 per share. The total estimated
value using the Black-Scholes Pricing Model, based on a volatility rate of 438%
and a call option value of $0.0990, was $19,796.





On August
28, 2009 the Company granted 200,000 stock options to a consultant as
compensation for investor relations services. The options are exercisable until
August 27, 2012 at an exercise price of $0.15 per share. The total estimated
value using the Black-Scholes Pricing Model, based on a volatility rate of 438%
and a call option value of $0.0991, was $19,823.





On August
28, 2009 the Company granted cashless options to purchase 1,500,000 shares of
its common stock to the CEO as a bonus for services rendered. The options are
exercisable until August 27, 2013 at an exercise price of $0.15 per share. The
estimated value expensed using the Black-Scholes Pricing Model, based on a
volatility rate of 438% and a call option value of $0.0998, was
$149,646.





On August
28, 2009 the Company granted a total of 300,000 cashless stock options as
compensation for service to two of the Company’s board of directors. The options
are exercisable until August 27, 2013 at an exercise price of $0.15 per share.
The total estimated value using the Black-Scholes Pricing Model, based on a
volatility rate of 438% and a call option value of $0.0998, was
$29,930.





On
January 9, 2009 the Company granted 50,000 cashless stock options as prepaid
compensation for service on the board of directors in 2009 to each of five of
its directors. The options are exercisable until January 8, 2013 at an exercise
price of $0.20 per share. The total estimated value using the Black-Scholes
Pricing Model, based on a volatility rate of 417% and a call option value of
$0.1295, was $32,372.





On
January 9, 2009 the Company granted cashless options to purchase 250,000 shares
of its common stock to the CEO as a bonus for services rendered. The options are
exercisable until January 8, 2013 at an exercise price of $0.20 per share. The
estimated value expensed using the Black-Scholes Pricing Model, based on a
volatility rate of 417% and a call option value of $0.1295, was
$32,372.





On
January 9, 2009 the Company granted cashless options to purchase 250,000 shares
of its common stock to the President of Programming as a bonus for services
rendered. The options are exercisable until January 8, 2013 at an exercise price
of $0.20 per share. The estimated value expensed using the Black-Scholes Pricing
Model, based on a volatility rate of 417% and a call option value of $0.1295,
was $32,372.





On
January 9, 2009 the Company granted cashless options to purchase 300,000 shares
of its common stock to the CEO as a bonus for services rendered. The options are
exercisable until January 8, 2012 at an exercise price of $0.20 per share. The
estimated value expensed using the Black-Scholes Pricing Model, based on a
volatility rate of 417% and a call option value of $0.1283, was
$38,486.




14


Players
Network
 Notes
to Condensed Financial Statements


On
January 9, 2009 the Company granted cashless options to purchase 400,000 shares
of its common stock to the President of Programming as a bonus for services
rendered. The options are exercisable until January 8, 2012 at an exercise price
of $0.20 per share. The estimated value expensed using the Black-Scholes Pricing
Model, based on a volatility rate of 417% and a call option value of $0.1283,
was $51,315.








Note
6 – Warrants and options





Options and Warrants
Granted


On August
28, 2009 the Company granted 150,000 stock options to a consultant as
compensation for video production services. The options are exercisable until
August 27, 2011 at an exercise price of $0.15 per share. The total estimated
value using the Black-Scholes Pricing Model, based on a volatility rate of 438%
and a call option value of $0.0965, was $14,480.





On August
28, 2009 the Company granted 200,000 stock options to a consultant as
compensation for investor relations services. The options are exercisable until
August 27, 2012 at an exercise price of $0.20 per share. The total estimated
value using the Black-Scholes Pricing Model, based on a volatility rate of 438%
and a call option value of $0.0990, was $19,796.





On August
28, 2009 the Company granted 200,000 stock options to a consultant as
compensation for investor relations services. The options are exercisable until
August 27, 2012 at an exercise price of $0.15 per share. The total estimated
value using the Black-Scholes Pricing Model, based on a volatility rate of 438%
and a call option value of $0.0991, was $19,823.





On August
28, 2009 the Company granted cashless options to purchase 1,500,000 shares of
its common stock to the CEO as a bonus for services rendered. The options are
exercisable until August 27, 2013 at an exercise price of $0.15 per share. The
estimated value expensed using the Black-Scholes Pricing Model, based on a
volatility rate of 438% and a call option value of $0.0998, was
$149,646.





On August
28, 2009 the Company granted a total of 300,000 cashless stock options as
compensation for service to two of the Company’s board of directors. The options
are exercisable until August 27, 2013 at an exercise price of $0.15 per share.
The total estimated value using the Black-Scholes Pricing Model, based on a
volatility rate of 438% and a call option value of $0.0998, was
$29,930.





On August
28, 2009 the Company sold 50,000 shares of common stock, and warrants to
purchase an additional 100,000 shares at $0.15 per share over a two year term,
to an investor in exchange for proceeds of $5,000.





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





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





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





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





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





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





On March
12, 2009 the Company issued warrants to purchase 250,000 shares at $0.15 per
share and warrants to purchase another 50,000 shares at $1.00 per share,
exercisable for 36 months, in exchange for cash proceeds of
$25,000.





On
February 16, 2009 the Company issued 250,000 shares of common stock, along with
warrants to purchase another 250,000 shares at $0.15 per share, exercisable for
36 months, in exchange for cash proceeds of $25,000.





On
January 9, 2009 the Company granted 50,000 cashless stock options as prepaid
compensation for service on the board of directors in 2009 to each of five of
its directors. The options are exercisable until January 8, 2013 at an exercise
price of $0.20 per share. The total estimated value using the Black-Scholes
Pricing Model, based on a volatility rate of 417% and a call option value of
$0.1295, was $32,372.




15


Players
Network
 Notes
to Condensed Financial Statements


On
January 9, 2009 the Company granted cashless options to purchase 250,000 shares
of its common stock to the CEO as a bonus for services rendered. The options are
exercisable until January 8, 2013 at an exercise price of $0.20 per share. The
estimated value expensed using the Black-Scholes Pricing Model, based on a
volatility rate of 417% and a call option value of $0.1295, was
$32,372.





On
January 9, 2009 the Company granted cashless options to purchase 250,000 shares
of its common stock to the President of Programming as a bonus for services
rendered. The options are exercisable until January 8, 2013 at an exercise price
of $0.20 per share. The estimated value expensed using the Black-Scholes Pricing
Model, based on a volatility rate of 417% and a call option value of $0.1295,
was $32,372.





On
January 9, 2009 the Company granted cashless options to purchase 300,000 shares
of its common stock to the CEO as a bonus for services rendered. The options are
exercisable until January 8, 2012 at an exercise price of $0.20 per share. The
estimated value expensed using the Black-Scholes Pricing Model, based on a
volatility rate of 417% and a call option value of $0.1283, was
$38,486.





On
January 9, 2009 the Company granted cashless options to purchase 400,000 shares
of its common stock to the President of Programming as a bonus for services
rendered. The options are exercisable until January 8, 2012 at an exercise price
of $0.20 per share. The estimated value expensed using the Black-Scholes Pricing
Model, based on a volatility rate of 417% and a call option value of $0.1283,
was $51,315.





Options and Warrants
Cancelled





No
options or warrants were cancelled during the nine months ended September 30,
2009.





Options and Warrants
Expired


During
the nine months ended September 30, 2009, 1,801,333 options that were
outstanding as of December 31, 2008 expired. The expiration of the options and
warrants had no impact on the current period operations.





Options
Exercised


No
options were exercised during the nine months ended September 30,
2009.





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




Shares
      UnderlyingShares
      Underlying Options Outstanding
              
              Options
      ExercisableWeightedShares
              
              Average
              
              Weighted
              
              Shares
              
              WeightedUnderlying
              
              Remaining
              
              Average
              
              Underlying
              
              AverageRange
      of
              
              Options
              
              Contractual
              
              Exercise
              
              Options
              
              ExerciseExercise
      Prices
              
              Outstanding
              
              Life
              
              Price
              
              Exercisable
              
              Price$
              0.15
      - 1.00
              
              
              
              9,660,000
              
              
              2.22
      years
              
              $
              0.23
              
              
              
              9,660,000
              
              
              $
              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:





2009
            
            2008Average
      risk-free interest rates
            
            
            1.85
            %
            
            
            2.02
            %Average
      expected life (in years)
            
            
            3
            
            
            
            2Volatility
            
            
            417
            %
            
            
            180
            %





The
Black-Scholes option valuation model was developed for use in estimating the
fair value of short-term traded options that have no vesting restrictions and
are fully transferable. In addition, option valuation models require the input
of highly subjective assumptions including expected stock price volatility.
Because the Company’s employee stock options have characteristics significantly
different from those of traded options and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management’s
opinion the existing models do not necessarily provide a reliable single measure
of the fair value of its employee stock options. During 2009 and 2008, there
were no options granted with an exercise price below the fair value of the
underlying stock at the grant date.




16


Players
Network
 Notes
to Condensed Financial Statements


The
weighted average fair value of options granted with exercise prices at the
current fair value of the underlying stock during the nine months ended
September 30, 2009 was approximately $0.18 per option, and during the nine
months ended September 30, 2008 was approximately $0.20 per option.





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





WeightedAverageNumber
            
            Exerciseof
      Shares
            
            PriceBalance,
      December 31, 2008
            
            
            6,661,333
            
            
            
            0.28Options
      expired
            
            
            (1,801,333)
            
            
            
            (0.33)Options
      cancelled
            
            
            -0-
            
            
            
            -0-Options
      granted
            
            
            4,800,000
            
            
            
            0.18Options
      exercised
            
            
            -0-
            
            
            
            -0-Balance,
      September 30, 2009
            
            
            9,660,000
            
            
            
            0.23Exercisable,
      September 30, 2009
            
            
            9,660,000
            
            
            $
            0.23








Note
7 – Subsequent events





Stock
issuances


On
November 9, 2009 the Company issued 200,000 free trading (S-8) shares of common
stock to a law firm for legal services rendered. The total fair value of the
common stock was $22,000.





On
November 9, 2009 the Company issued a total of 400,000 shares of free trading
(S-8) common stock that were previously authorized and unissued.





On
November 9, 2009 the Company issued 700,000 shares of restricted common stock to
a consulting firm for website development services rendered. The fair market
value of the shares based on the closing stock price at the grant date was
$77,000.





On
October 27, 2009 the Company issued 30,000 shares of restricted common stock
that had been previously authorized and unissued.





On
October 23, 2009 the Company sold 170,000 shares of common stock, and warrants
to purchase an additional 170,000 shares at $0.20 per share over a two year
term, to an investor in exchange for proceeds of $25,500.





On
October 19, 2009 the Company issued 600,000 shares of restricted common stock
that had been previously authorized and unissued.





On
October 7, 2009 the Company issued a total of 300,000 shares of free trading
(S-8) common stock that were previously authorized and unissued.





On
October 2, 2009 the Company issued 200,000 shares of free trading (S-8) common
stock that were previously authorized and unissued.





17




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




Overview
and Outlook





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





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





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





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




The
Company signed distribution agreements with Telco and satellite giants AT&T
and Verizon pursuant to which the Company’s content will be distributed over
these companies’ IPTV platforms. The Company also signed agreements with Direct
TV and EchoStar to deliver Players Network branded Video On Demand channels.
Management believes that the addition of these new distribution platforms will
enable the Company to begin to generate revenues from advertising.




As we
continue to expand our business and implement our business strategy, our current
monthly cash flow requirements will exceed our near term cash flow from
operations. Our available cash resources and anticipated cash flow from
operations are insufficient to satisfy our anticipated costs associated with new
product development. There can be no assurance that we will be able to generate
sufficient cash from operations in future periods to satisfy our capital
requirements. Therefore, we will have to continue to rely on external financing
activities, including the sale of our equity securities, to satisfy our capital
requirements for the foreseeable future. Due, in part, to our lack of historical
earnings, our prior success in attracting additional funding has been limited to
transactions in which our equity is used as currency. In light of the
availability of this type of financing, and the lack of alternative proposals,
our board of directors has determined that the continued use of our equity for
these purposes may be necessary if we are to sustain operations. Equity
financings of the type we have been required to pursue are dilutive to our
stockholders and may adversely impact the market price for our shares. However,
we have no commitments for borrowings or additional sales of equity, the precise
terms upon which we may be able to attract additional funding is not known at
this time, and there can be no assurance that we will be successful in
consummating any such future financing transactions on terms satisfactory to us,
or at all.





Results
of Operations for the Three Months Ended September 30, 2009 and September 30,
2008:





For
      the Three Months Ended
              September
      30,
            
            
            Increase
      /
              (Decrease)2009
            
            
            2008Revenues
            
            $
            4,833
            
            
            $
            18,795
            
            
            $
            (13,962)Direct
      operating costs
            
            
            154,489
            
            
            
            28,915
            
            
            
            125,574General
      and administrative
            
            
            258,612
            
            
            
            107,269
            
            
            
            151,343Salaries
      and wages
            
            
            200,904
            
            
            
            47,694
            
            
            
            153,210Board
      of director services
            
            
            29,930
            
            
            
            -
            
            
            
            29,930Rent
            
            
            18,529
            
            
            
            19,012
            
            
            
            (483)Depreciation
      and amortization
            
            
            153
            
            
            
            1,326
            
            
            
            (1,173)Total
      Operating Expenses
            
            
            662,617
            
            
            
            204,216
            
            
            
            458,401Net
      Operating (Loss)
            
            
            (657,784)
            
            
            
            (185,421)
            
            
            
            (472,363)Total
      other income (expense)
            
            
            (1,518)
            
            
            
            8,575
            
            
            
            (10,093)Net
      (Loss)
            
            $
            (659,302)
            
            
            $
            (176,846)
            
            
            $
            (482,456)





18





Revenues.  During
the three months ended September 30, 2009 and 2008, we received revenues
primarily from two sources - licensing fees from our private networks, including
the sale of in-home media, advertising fees, and production revenues, which
included fees from third party programming production and sound stage rentals.
Aggregate revenues for the three months ended September 30, 2009 were $4,833
compared to revenues of $18,795 in the three months ended September 30, 2008, a
decrease in revenues of $13,962 or 74%. Revenues from networks were down
significantly in the three months ended September 30, 2009 due to the
discontinuation of our revenue stream from sound stage rentals, as well as, a
significant reduction in advertising revenues and slow acceptance of the
company’s media content. On July 1, 2009 we decided to close down our sound
stage leasing operations and move our offices into a more affordable location.
The cost savings derived from the discontinuation of our unproductive sound
stage rentals will help us focus on the development of our media
business.





Direct Operating
Costs.  Direct operating costs were $154,489 for the three
months ended September 30, 2009 compared to $28,915 for the three months ended
September 30, 2008, an increase of $125,574, or 434%. Our direct operating costs
in 2009 increased due to an increase in our audio/video content, much of which
was paid in common stock in lieu of cash. During the three months ending
September 30, 2009 we granted the issuance of 780,000 shares valued at $88,0000,
and 150,000 stock options valued at $14,480, for video production services. We
also incurred $30,000 in video production costs that increased our accounts
payable balance to one of our major vendors, while we issued 500,000 shares in
payment of $60,000 in outstanding accounts payable invoices. In 2009 we
continued to develop and distribute our content without maximizing our sales
potential. Direct operating costs are comprised of video production and
distribution costs.





General and
Administrative.  General and administrative expenses were
$258,612 for the three months ended September 30, 2009 compared to $107,269 for
the three months ended September 30, 2008, an increase of $151,343, or 141%. The
increase in general and administrative expense for the three months ended
September 30, 2009 compared to 2008 was primarily due to increased marketing
relations expenses. During the three months ending September 30, 2009 we paid
$182,533 of marketing relations expenses, of which, we granted the issuance of
1,310,000 shares valued at $131,000, and 400,000 common stock options valued at
$39,619. We also incurred additional costs by outsourcing professional services
and administrative functions, of which, we granted the issuance of 330,000
shares valued at $33,000.





Salaries and
wages.  Salaries and wage expense was $200,904 for the three
months ended September 30, 2009 compared to $47,694 for the three months ended
September 30, 2008, an increase of $153,210, or 321% due primarily to the
issuance of 1,500,000 in common stock options valued at $149,646 as a bonus to
the Company’s CEO. The Company recorded non-cash payments on accrued salaries
and wages totaling $149,646 and $62,120, during the three months ended September
30, 2009 and 2008, respectively, which included accrued salaries from prior
periods. The non-cash payments consisted of the value of common stock, recorded
at fair value, issued to employees of $-0- and $62,120 for the three months
ended September 30, 2009 and 2008, respectively, as well as, options to purchase
common stock, recorded at fair value of $149,646 and $-0- for the three months
ended September 30, 2009 and 2008, respectively





Board of director
services  Board of director services expense was $29,930 for
the nine months ended September 30, 2009 compared to $-0- for the nine months
ended September 30, 2008, an increase of $29,930, or 100%. Board of director
services increased for the nine months ended September 30, 2009 compared to 2008
due to an increase in the compensation for board services, which included the
issuance of common stock options in 2009. During the nine months ended September
30, 2009 and 2008, the Company recorded non-cash expenses for consulting
services totaling $29,930 and $-0-. The non-cash expenses consisted of the value
of common stock options, recorded at fair value, issued to two board members as
a bonus.





Rent.  Rent expense
was $18,529 for the three months ended September 30, 2009 compared to $19,012
for the three month ended September 30, 2008, a decrease of $483, or
2%.  The decrease was due to a reduction in late fees from the
comparative period.





Depreciation and
amortization.  Depreciation and amortization expense was $153
the three months ended September 30, 2009 compared to $1,326 for the three
months ended September 30, 2008, a decrease of $1,173, or 88%. The decrease in
depreciation and amortization for the three months ended September 30, 2009
compared to 2008 was due to fixed assets becoming fully depreciated after the
period ending September 30, 2008. The Company has not purchased new assets to
replace fully depreciated assets.





Net Operating
Loss.  Net operating loss for the three months ended September
30, 2009 was $657,784 compared to a net operating loss of $185,421 for the three
months ended September 30, 2008, an increase of $472,363, or 255%. Net operating
loss increased primarily as a result of our increased non-cash payments in
common stock and stock options for officer salaries, marketing relations and
professional and administrative fees, and decreased revenues in 2009 compared to
2008.





Net Loss.  The net loss for the three months ended
September 30, 2009 was $659,302 compared to a net loss of $176,846 for the three
months ended September 30, 2008, an increased net loss of $482,456, or 273%. Net
loss increased primarily as a result of our increased non-cash payments in
common stock for officer salaries, marketing relations and professional and
administrative fees, and decreased revenues in 2009 compared to 2008, as well
as, an increase of $10,093 in other income (expense) in 2009 compared to
2008.




19





Results
of Operations for the Nine Months Ended September 30, 2009 and September 30,
2008:





For
      the Nine Months Ended
              September
      30,
            
            
            Increase
      /
              (Decrease)2009
            
            
            2008Revenues
            
            $
            51,901
            
            
            $
            214,710
            
            
            $
            (162,809)Direct
      operating costs
            
            
            420,050
            
            
            
            261,009
            
            
            
            159,041General
      and administrative
            
            
            524,447
            
            
            
            298,103
            
            
            
            226,344Salaries
      and wages
            
            
            581,697
            
            
            
            274,557
            
            
            
            307,140Board
      of director services
            
            
            68,852
            
            
            
            6,981
            
            
            
            61,871Rent
            
            
            56,028
            
            
            
            57,297
            
            
            
            (1,269)Depreciation
      and amortization
            
            
            458
            
            
            
            4,555
            
            
            
            (4,097)Total
      Operating Expenses
            
            
            1,651,532
            
            
            
            902,502
            
            
            
            749,030Net
      Operating (Loss)
            
            
            (1,599,631)
            
            
            
            (687,792)
            
            
            
            (911,839)Total
      other income (expense)
            
            
            (57,097)
            
            
            
            71,073
            
            
            
            (128,170)Net
      (Loss)
            
            $
            (1,656,728)
            
            
            $
            (616,719)
            
            
            $
            (1,040,009)







Revenues  During the
nine months ended September 30, 2009 and 2008, we received revenues primarily
from two sources - licensing fees from our private networks, including the sale
of in-home media, advertising fees, and production revenues, which included fees
from third party programming production and sound stage rentals. Aggregate
revenues for the nine months ended September 30, 2009 were $51,901 compared to
revenues of $214,710 in the nine months ended September 30, 2008, a decrease in
revenues of $162,809, or 76%. Revenues from networks were down significantly in
the nine months ended September 30, 2009 due to the discontinuation of our
revenue stream from sound stage rentals, as well as, a significant reduction in
advertising revenues and slow acceptance of the company’s media content. On July
1, 2009 we decided to close down our sound stage leasing operations and move our
offices into a more affordable location. The cost savings derived from the
discontinuation of our unproductive sound stage rentals will help us focus on
the development of our media business.





Direct Operating
Costs  Direct operating costs were $420,050 for the nine months
ended September 30, 2009 compared to $261,009 for the nine months ended
September 30, 2008, an increase of $159,041, or 61%. Our direct operating costs
in 2009 increased due to an increase in our audio/video content, much of which
was paid in common stock in lieu of cash. During the nine months ending
September 30, 2009 we issued 1,840,500 shares valued at $220,215 for video
production services. We also issued 500,000 shares in payment of $60,000 in
outstanding accounts payable invoices to one of our major vendors. In 2009 we
continued to develop and distribute our content without maximizing our sales
potential. Direct operating costs are comprised of video production and
distribution costs.





General and
Administrative  General and administrative expenses were
$524,447 for the nine months ended September 30, 2009 compared to $298,103 for
the nine months ended September 30, 2008, an increase of $226,344, or 76%. The
increase in general and administrative expense for the nine months ended
September 30, 2009 compared to 2008 was primarily due to an increased use of
independent contractors to provide marketing relations and professional and
administrative services.





Salaries and
wagesSalaries and wage expense was $581,697 for the nine
months ended September 30, 2009 compared to $274,557 for the nine months ended
September 30, 2008, an increase of $307,140, or 112%. The Company recorded
non-cash payments on accrued salaries and wages totaling $475,770 and $203,771,
during the nine months ended September 30, 2009 and 2008, respectively, which
included accrued salaries from prior periods. The non-cash payments consisted of
the value of common stock, recorded at fair value, issued to employees of
158,631 and $116,575 for the nine months ended September 30, 2009 and 2008,
respectively, as well as, common stock options, recorded at fair value of
$317,149 and $51,196 or the nine months ended September 30, 2009 and 2008,
respectively, and also, preferred stock, recorded at fair value of $-0- and
$36,000 for the nine months ended September 30, 2009 and 2008, respectively.
Salaries and wage expenses increased for the nine months ended September 30,
2009 compared to 2008 primarily because of an increase in the issuance of common
stock options to Officers, and a common stock bonus to the CEO valued at $81,157
during the nine months ending September 30, 2009.





Board of director
services  Board of director services expense was $68,852 for
the nine months ended September 30, 2009 compared to $6,981 for the nine months
ended September 30, 2008, an increase of $61,871, or 886%. Board of director
services increased for the nine months ended September 30, 2009 compared to 2008
due to an increase in the compensation for board services, which included the
issuance of common stock, as well as, common stock options in 2009, while only
common stock options were granted to board members in 2008. During the nine
months ended September 30, 2009 and 2008, the Company recorded non-cash expenses
for consulting services totaling $68,852 and $123,357. The non-cash expenses
consisted of the value of common stock and common stock options, recorded at
fair value, issued to board members.




20





Rent  Rent expense
was $56,028 for the nine months ended September 30, 2009 compared to $57,297 for
the nine month ended September 30, 2008, a decrease of $786, or
2%.  The decrease was due to a reduction in late fees from the
comparative period.





Depreciation and
amortization  Depreciation and amortization expense was $458
the nine months ended September 30, 2009 compared to $4,555 for the nine months
ended September 30, 2008, a decrease of $4,097, or 90%. The decrease in
depreciation and amortization for the nine months ended September 30, 2009
compared to 2008 was due to fixed assets becoming fully depreciated after the
period ending September 30, 2008. The Company has not purchased new assets to
replace fully depreciated assets.




Net Operating
Loss  Net operating loss for the nine months ended September
30, 2009 was $1,599,631 compared to a net operating loss of $687,792 for the
nine months ended September 30, 2008, an increase of $911,839 or 87%. Net
operating loss increased primarily as a result of our increased non-cash
payments in common stock for officer salaries, marketing relations and
professional and administrative fees, and decreased revenues in 2009 compared to
2008.





Net Loss  The net
loss for the nine months ended September 30, 2009 was $1,656,728 compared to a
net loss of $616,719 for the nine months ended September 30, 2008, an increased
net loss of $1,040,009, or 169%. Net loss increased primarily as a result of our
increased non-cash payments in common stock for officer salaries, marketing
relations and professional and administrative fees, and decreased revenues in
2009 compared to 2008, as well as, debt forgiveness income of $127,706 in 2008
that was not recognized in 2009.







LIQUIDITY
AND CAPITAL RESOURCES





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





September
      30,
              2009
            
            
            September
      30,
              2008Total
      Assets
            
            $
            9,225
            
            
            $
            46,353Accumulated
      (Deficit)
            
            $
            (17,555,892)
            
            
            $
            (15,899,164)Stockholders’
      Equity
            
            $
            (931,043)
            
            
            $
            (1,150,767)Working
      Capital (Deficit)
            
            $
            (907,268)
            
            
            $
            (1,018,505)








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 September 30, 2009, we had cash of $(608) and a negative working
capital position of (907,268). As we continue the shift in our business focus
and attempt to expand operational activities, we expect to continue to
experience net negative cash flows from operations in amounts not now
determinable, and will be required to obtain additional financing to fund
operations through common stock offerings and debt borrowings to the extent
necessary to provide working capital. We have and expect to continue to have
substantial capital expenditure and working capital needs. We do not now have
funds sufficient to fund our operations at their current level for the next
twelve months. We need to raise additional cash to fund our operations and
implement our business plan. We expect that the additional financing will (if
available) take the form of a private placement of equity, although we may be
constrained to obtain additional debt financing in lieu thereof. We are
maintaining an on-going effort to locate sources of additional funding, without
which we will not be able to remain a viable entity. No financing arrangements
are currently under contract, and there are no assurances that we will be able
to obtain adequate financing. If we are able to obtain the financing required to
remain in business, eventually achieving operating profits will require
substantially increasing revenues or drastically reducing expenses from their
current levels or both. If we are able to obtain the required financing to
remain in business, future operating results depend upon a number of factors
that are outside of our control.





To
conserve on the Company's capital requirements, the Company has issued shares in
lieu of cash payments to employees and outside consultants, and the Company
expects to continue this practice throughout 2009. In the nine months ending
September 30, 2009, the Company granted 6,858,794 shares of common stock valued
at $718,053, in lieu of cash payments to employees and outside consultants. The
Company is not now in a position to determine an approximate number of shares
that the Company may issue for the preceding purpose in the remainder of
2009.





Item 3. Quantitative And Qualitative Disclosures About Market
Risks





Not
applicable due to smaller reporting company status.




21





Item 4T. Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





The
Company's management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act of 1943, as amended) that is designed to ensure that
information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission's
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer's management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure. Based upon their
evaluation, our Chief Executive Officer and Chief Financial Officer has
concluded that as of September 30, 2009 our disclosure controls and procedures
were not effective to ensure that information required to be disclosed in
reports filed under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the required time periods and is accumulated and
communicated to our management, including our principal executive officer, as
appropriate to allow timely decisions regarding required
disclosure.  Our Principal Executive Officer does not expect that our
disclosure controls or internal controls will prevent all error and all
fraud.





Changes
in Internal Control over Financial Reporting





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





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





Throughout
the nine months ended September 30, 2009, we began the implementation of a
remediation plan to address the material weaknesses identified during the audit
of our fiscal year ended December 31, 2008. The control deficiencies that gave
rise to the material weaknesses related to the fact that our accounting
resources did not include enough people with the detailed knowledge, experience
and training in the selection and application of certain accounting principles
generally accepted in the United States of America (GAAP) to meet our financial
reporting needs. These control deficiencies contributed to material weaknesses
in internal control with respect to segregation of duties, controls over
financial reporting at the India subsidiary, stockholders equity and share-based
compensation, acquisitions as well as financial statement presentation and
disclosures. We have hired consultants with the necessary accounting knowledge,
experience and training to meet the needs of our organization. We will continue
to implement process changes and hire employees or consultants to address the
material weaknesses noted in the internal controls over financial reporting for
fiscal 2009. Once placed in operation for a sufficient period of time, we will
evaluate the overall effectiveness of these new process changes to determine if
they are operating effectively.





Inherent
Limitations of Internal Controls





Our
management, including our CEO, do not expect that our disclosure controls and
procedures or our internal controls will prevent all error and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of a simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.





PART
II OTHER INFORMATION





Item 1. Legal Proceedings





From time
to time, we may become involved in various lawsuits and legal proceedings which
arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. We are not presently a party
to any material litigation, nor to the knowledge of management is any litigation
threatened against us, which may materially affect us.




22





Item 1A. Risk Factors





Not
applicable due to small reporting company status.





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





On August
28, 2009 the Company granted 100,000 shares of restricted common stock to a
consultant for video production services. The total fair value of the common
stock was $10,000. The shares were issued on October 7, 2009.





On August
28, 2009 the Company granted 100,000 shares of restricted common stock to a
consultant for administrative services provided. The total fair value of the
common stock was $10,000. The shares were issued on October 7,
2009.





On August
28, 2009 the Company granted 200,000 shares of restricted common stock to a
consultant for website development services. The total fair value of the common
stock was $20,000. The shares were issued on October 2, 2009.





On August
28, 2009 the Company granted 30,000 shares of restricted common stock to a
consultant for video production services. The total fair value of the common
stock was $3,000. The shares were issued on October 27, 2009.





On August
28, 2009 the Company granted 600,000 shares of restricted common stock to a
consulting firm for investor relation services rendered. The total fair value of
the common stock was $60,000. The shares were issued on October 19,
2009.





On August
28, 2009 the Company issued 125,000 shares of restricted common stock to a video
production firm for services rendered. The total fair value of the common stock
was $12,500.





On August
28, 2009 the Company issued 10,000 shares of restricted common stock to a video
production firm for services rendered. The total fair value of the common stock
was $1,000.





On August
28, 2009 the Company issued 25,000 shares of restricted common stock to a
consultant for video production services. The total fair value of the common
stock was $2,500.





On August
28, 2009 the Company granted 5,000 shares of restricted common stock to a
consultant for administrative services provided. The total fair value of the
common stock was $500.





On August
28, 2009 the Company granted 25,000 shares of restricted common stock to a
consultant for administrative services provided. The total fair value of the
common stock was $2,500.





On August
28, 2009 the Company issued 500,000 shares of restricted common stock to a video
production company for video encoding and production services. The total fair
value of the common stock was $50,000. In addition, the production company
agreed to forgive $10,000 of unpaid accounts payable debt.





On August
28, 2009 the CEO was issued 200,000 shares of restricted common stock in
exchange for $20,000 of unpaid salary, the fair market value of the common
stock.





On August
28, 2009 the Company issued 200,000 shares of restricted common stock to a
consultant for sales & marketing services rendered. The total fair value of
the common stock was $20,000.





On August
28, 2009 the Company issued 300,000 shares of restricted common stock to a
consultant for investor relation services rendered. The total fair value of the
common stock was $30,000.





On August
28, 2009 the Company issued 84,041 shares of restricted section 144 common stock
to a note holder per the conversion terms of the convertible promissory note.
The shares were exchanged for a total of $29,414 of principal and accrued
interest.





On August
28, 2009 the Company issued 315,931 shares of restricted section 144 common
stock to a note holder per the conversion terms of the convertible promissory
note. The shares were exchanged for a total of $64,205 of principal and accrued
interest.





On August
28, 2009 the Company issued 1,614,483 shares of restricted section 144 common
stock to a note holder per the conversion terms of the convertible promissory
note. The shares were exchanged for a total of $359,589 of principal and accrued
interest.





On August
28, 2009 the Company sold 50,000 shares of restricted common stock, and warrants
to purchase an additional 100,000 shares at $0.15 per share over a two year
term, to an investor in exchange for proceeds of $5,000.





On August
15, 2009 the Company sold 200,000 shares of restricted common stock to an
investor in exchange for proceeds of $20,000.




23





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





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





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





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




On July
1, 2009 the Company issued a total of 150,000 shares of restricted common stock
that had been previously authorized and unissued.





On July
1, 2009 the Company issued 250,000 shares of restricted common stock to the
Company’s CEO that had been previously authorized and unissued.





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





Item 3. Defaults Upon Senior Securities





None





Item 4. Submission of Matters to a Vote of Security
Holders





None





Item 5. Other Information





None





Item 6. Exhibits





Exhibit
      No.
            Description31.1
            Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
      amended.32.1
            Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934,
      as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906
      of the Sarbanes-Oxley Act of 2002.








24




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:
November 16, 2009





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