1771 E. Flamingo Road, #201-A
Las Vegas, NV 89119
(702) 734-3457
September 12, 2013
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
| Attn: | Larry Spirgel, Assistant Director Kathleen Krebs, Special Counsel Ajay Koduri, Staff Attorney Robert Littlepage, Accounting Branch Chief Sharon Virga, Staff Accountant |
| Re: | Players Network Amendment No. 1 Filed August 20, 2013 and Amendment No. 2 to Registration Statement on Form S-1 Filed August 30, 2013 File No. 333-190107 |
Dear Sir/Madam:
On August 30, 2013, the Company (the “Company”) filed its Amendment No. 2 to the Registration Statement; however, it was inadvertently erroneously filed in that it only contained information from Amendment No. 1. The Company subsequently refiled a revised Amendment No. 2 on September 3, 2013, but in addition to errors, it was also filed under an incorrect SEC File number in the EDGAR Submission submission heading. Therefore, and pursuant to a telephone call on September 9, 2013 with Staff Attorney Koduri, and the fact that the previous amendment was erroneously filed, the Company is filing its Amendment No. 3 to the Form S-1 Registration Statement (marked to show changes from Amendment No. 2 filed on August 30, 2013) which does contain the updated information and which should respond to the numerical comments contained in the Securities and Exchange Commission letter dated August 28, 2013 (the “SEC Letter”) regarding the Registration Statement on Form S-1 (the “Registration Statement”).
General
1. Please be advised that all dated and corresponding disclosure have been updated in the Registration Statement.
Prospectus Summary, page 4
2. Please be advised that further disclosure has been provided clarifying the operation of the equity line financing.
Securities and Exchange Commission
Page Two
September 12, 2013
3. Please be advised that the prior filing of the Registration Statement contained results of operation disclosure pertaining to the six month period ended June 30, 2013, including a table reflecting six month end figures. The financial statements for the six month period were also filed as an exhibit. We are not clear regarding the staff's comment on updating the disclosure as this was a prior verbal comment, which we complied with in order to ensure financials were not stale when requesting acceleration of effective date.
On behalf of the Company, we submit the following acknowledgements:
| (a) | the Company is responsible for the adequacy and accuracy of the disclosure in the filings; |
| (b) | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| (c) | the Company may not assert staff comments as a defense in any proceeding initiated by the Commission of any person under the federal securities laws of the United States. |
Please do not hesitate to contact me at the above-referenced address or the Company’s Special Counsel, Diane D. Dalmy, Esq. at (303) 895-9324.
Sincerely,
Players Network
By:/s/ Mark Bradley
President//Chief Executive Officer