Players Network 10Q 2008 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

for the quarterly period ended September 30, 2008

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from ______to _________.

Commission file number: 000-29363

PLAYERS NETWORK

(Exact name of registrant as specified in its charter)

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

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

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

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

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer ¨		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 ¨ No x

The number of shares outstanding of the Registrant’s Common Stock on November 20, 2008 was 33,792,342.

PLAYERS NETWORK

FORM 10-Q

Quarterly Period Ended September 30, 2008

		Page

INDEX

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		1
PART I. FINANCIAL INFORMATION		2
Item 1.	Financial Statements	2
	Condensed Balance Sheets as of September 30, 2008 and December 31, 2007	2
	Condensed Statements of Operations for Nine Months ended September 30, 2008 and 2007	3
	Condensed Statements of Cash Flows for the Nine Months ended September 30, 2008 and 2007	4
	Notes to the Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	16
Item 4T.	Controls and Procedures	16

PART II. OTHER INFORMATION		17
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Submission of Matters to a Vote of Security Holders.	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
SIGNATURES		19

SPECIAL NOTE REGARDING FORWARD—LOOKING STATEMENTS

On one or more occasions, we may make forward-looking statements in this Quarterly Report on Form 10-Q regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events. Words or phrases such as “anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,” “will continue” or similar expressions identify forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified below, under “Part II — Other Information, Item 1A. Risk Factors” and elsewhere herein. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in our subsequent annual and periodic reports filed with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.

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

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

PLAYERS NETWORK

CONDENSED BALANCE SHEETS

	September 30,			December 31,
	2008			2007
	(Unaudited)
Assets

Current assets:
Cash	$	4,830		$	69,959
Accounts receivable, net of allowance for doubtful accounts
of $32,947 at September 30, 2008 and December 31, 2007		15,195			17,852
Prepaid expenses		-			11,839
Total current assets		20,025			99,650

Fixed assets, net of accumulated depreciation of $20,089 and
$15,534 at September 30, 2008 and December 31, 2007, respectively		2,063			5,294

	$	22,088		$	104,944

Liabilities and Stockholders' Equity

Current liabilities:
Deferred revenues	$	-		$	33,333
Accounts payable		304,823			341,675
Accrued expenses		340,341			303,173
Current maturities of long term debt, net of discount of $51,634 and
$-0- at September 30, 2008 and December 31, 2007, respectively		393,366			5,000
Total current liabilities		1,038,530			683,181

Long term debt, net of discount of $24,406 and $84,705 at
September 30, 2008 and December 31, 2007, respectively		594			345,295

Stockholders' (deficit):
Preferred stock, $0.001 par value, 2,000,000 shares authorized;
1,200,000 and 800,000 shares issued and outstanding, respectively		1,200			800
Common stock, $0.001 par value, 150,000,000 shares authorized;
33,792,342 and 29,267,569 shares issued and outstanding, respectively		33,793			29,267
Additional paid-in capital		14,683,905			14,165,616

Accumulated (deficit)		(15,735,934	)		(15,119,215	)

		(1,017,036	)		(923,532	)

	$	22,088		$	104,944

The accompanying notes are an integral part of the financial statements

PLAYERS NETWORK

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2008			2007			2008			2007

Revenue
Network	$	5,056		$	39,764		$	44,066		$	57,723
Production and other		13,739			49,995			170,644			182,442
Total revenue		18,795			89,759			214,710			240,165

Expenses:
Direct operating costs		28,915			92,727			122,876			256,241
General and administrative		107,269			93,254			298,103			279,197
Officer salaries		35,436			135,000			219,886			385,000
Salaries and wages		12,258			23,211			54,671			70,165
Consulting services		-			166,528			118,825			464,022
Consulting services, related party		-			5,000			26,289			118,690
Rent		19,012			18,803			57,297			50,759
Depreciation and amortization		1,326			5,087			4,555			28,022

Total operating expenses		204,216			539,610			902,502			1,652,096

Net operating (loss)		(185,421	)		(449,851	)		(687,792	)		(1,411,931	)

Other income (expense):

Interest expense		(8,344	)		(8,364	)		(22,968	)		(27,289	)

Loss on disposal of fixed assets		-			(31,477	)		-			(31,477	)

Gain on debt settlement		33,000			-			137,706			74,610

Financing costs		(16,081	)		(13,792	)		(43,665	)		(41,376	)

Total other income (expenses)		8,575			(53,633	)		71,073			(25,532	)

Net (loss)	$	(176,846	)	$	(503,484	)	$	(616,719	)	$	(1,437,463	)

Weighted average number of common
shares outstanding - basic and fully diluted		31,584,592			27,561,728			30,459,350			25,533,089

Net (loss) per share - basic & fully diluted	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.06	)

The accompanying notes are an integral part of the financial statements

PLAYERS NETWORK

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended
	September 30,
	2008			2007

Cash flows from operating activities
Net (loss)	$	(616,719	)	$	(1,437,463	)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities:
Loss on disposal of fixed assets		-			31,477
Gain on debt settlements		(137,706	)		(74,610	)
Depreciation and amortization expense		4,555			28,022
Stock issued for services		161,950			368,515
Stock issued for services, related party		159,375			322,729
Options issued for services		99,405			266,681
Options issued for services, related party		67,485			-
Amortization of warrants		-			88,211
Amortization of beneficial conversion feature		43,665			41,376
Decrease (increase) in assets:
Accounts receivable		2,657			1,300
Prepaid expenses		11,839			1,290
Increase (decrease) in liabilities:
Deferred revenues		(33,333	)		36,667
Accounts payable		100,854			(90,578	)
Accrued expenses		37,168			121,199
Net cash (used in) operating activities		(98,805	)		(295,184	)

Cash flows from investing activities
Purchase of fixed assets		(1,324	)		-
Net cash provided by (used in) investing activities		(1,324	)		-

Cash flows from financing activities
Proceeds from sale of common stock		-			322,200
Proceeds from long term debt		35,000			12,500
Repayments of long term debt		-			(5,000	)
Net cash provided by financing activities		35,000			329,700

Net increase in cash		(65,129	)		34,516
Cash - beginning		69,959			16,507
Cash - ending	$	4,830		$	51,023

Supplemental disclosures:

Interest paid	$	6,631		$	5,532

Income taxes paid	$	-		$	-

Non-cash transactions:

Stock issued for services	$	161,950		$	368,515

Stock issued for services, related party	$	159,375		$	322,729

Stock options issued for services	$	99,405		$	266,681

Stock options issued for services, related party	$	67,485		$	-

The accompanying notes are an integral part of the financial statements

PLAYERS NETWORK

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Basis of Presentation

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

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim condensed financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2007 and notes thereto included in the Company's 10-KSB annual report. The Company follows the same accounting policies in the preparation of interim reports.

Reclassifications

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

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

Note 2 – Going concern

As shown in the accompanying condensed financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of ($15,735,934), and as of September 30, 2008, the Company’s current liabilities exceeded its current assets by $1,018,505 and its total liabilities exceeded its total assets by $1,017,036. 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.

Note 3 – Long Term Debt

Long-term debt consists of the following at September 30, 2008 and December 31, 2007, respectively:

	2008		2007
8% unsecured convertible debentures, due in September 2011, convertible into 166,667 shares of common stock at any time prior to maturity based on a conversion price of $0.15 per share. Accrued interest is convertible as well at a conversion price of $0.15 per share.	$	25,000	$	-
8% 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		-
5% unsecured convertible debentures, due in September 2009, convertible into 333,333 shares of common stock at any time prior to maturity based on a conversion price of $0.15 per share. Accrued interest is convertible as well at a conversion price of $0.15 per share.		50,000		50,000
5% unsecured convertible debentures, due in August 2009, convertible into 400,000 shares of common stock at any time prior to maturity based on a conversion price of $0.15 per share. Accrued interest is convertible as well at a conversion price of $0.15 per share.		60,000		60,000
5% unsecured convertible debentures, due in June 2009, convertible into 200,000 shares of common stock at any time prior to maturity based on a conversion price of $0.15 per share. Accrued interest is convertible as well at a conversion price of $0.15 per share.		30,000		30,000
5% unsecured convertible debentures, due in June 2009, convertible into 100,000 shares of common stock at any time prior to maturity based on a conversion price of $0.15 per share. Accrued interest is convertible as well at a conversion price of $0.15 per share.		15,000		15,000
5% unsecured convertible debentures, due in May 2009, convertible into 166,667 shares of common stock at any time prior to maturity based on a conversion price of $0.15 per share. Accrued interest is convertible as well at a conversion price of $0.15 per share.		25,000		25,000
5% unsecured convertible debentures, due in March 2009, convertible into 571,429 shares of common stock at any time prior to maturity based on a conversion price of $0.35 per share. Accrued interest is convertible as well at a conversion price of $0.35 per share.		200,000		200,000
5% unsecured convertible debentures, due in February 2009, convertible into 71,429 shares of common stock at any time prior to maturity based on a conversion price of $0.35 per share. Accrued interest is convertible as well at a conversion price of $0.35 per share.		25,000		25,000
5% unsecured convertible debentures, due in February 2009, convertible into 71,429 shares of common stock at any time prior to maturity based on a conversion price of $0.35 per share. Accrued interest is convertible as well at a conversion price of $0.35 per share.		25,000		25,000
Unsecured demand note due to a former Officer of the Company. The non interest bearing debt is expected to be repaid in the near term.		5,000		5,000
Total debt		470,000		435,000
Less: current portion		393,636		5,000
Less: discount on beneficial conversion feature		51,364		-
Long-term debt, less current portion		25,000		430,000
Less: discount on beneficial conversion feature		24,406		84,705
Long-term debt, less discount on beneficial conversion feature	$	594	$	345,295

Future maturities of long-term debt are as follows as of September 30, 2008:

2008	$	5,000
2009		440,000
2010		-
2011		25,000
Thereafter		-
	$	470,000

Accrued interest on the above convertible notes totaled $51,981 and $35,644 at September 30, 2008 and December 31, 2007, respectively. As of September 30, 2008 principal and interest on the notes payable are convertible into 2,471,836 shares of common stock.

Interest expense totaled $22,968 and $27,289 for the nine months ended September 30, 2008 and 2007, respectively, of which $6,631 and $5,532, respectively was incurred from credit card finance charges and accounts payable finance charges.

The Company has recorded a beneficial conversion feature of $202,952 in connection with the convertible debentures. The resulting discount is being amortized over the term of the debt instruments. Amortization of the beneficial conversion feature was $43,665 and $41,376 for the nine months ended September 30, 2008 and 2007, respectively. This amount has been included in financing costs expense for the nine months ended, September 30, 2008 and 2007. A beneficial conversion feature is recorded as a discount on the notes payable in the amount of $76,040 and $84,705 as of September 30, 2008 and December 31, 2007, respectively.

Note 4 – Related party transactions

On February 13, 2008 the Company issued 100,000 shares of common stock to its CEO for unpaid compensation. The total fair value of the common stock on February 13, 2008 was $11,000.

On February 13, 2008 the Company issued 180,000 shares of common stock to its President of Programming for unpaid compensation. The total fair value of the common stock on February 13, 2008 was $19,800.

On February 13, 2008 the Company issued 100,000 shares of common to one of its directors for consulting services. The total fair value of the common stock on February 13, 2008 was $10,000.

On February 15, 2008 the Company granted cashless options to purchase 250,000 shares of its common stock to the Company’s CEO as a bonus for services performed at an exercise price of $0.20 per share, exercisable over 36 months from the grant date. The estimated value using the Black-Scholes pricing Model was $23,271.

On February 15, 2008 the Company granted cashless options to purchase 250,000 shares of its common stock to the Company’s President of Programming as a bonus for services performed at an exercise price of $0.20 per share, exercisable over 36 months from the grant date. The estimated value using the Black-Scholes pricing Model was $23,271.

On February 15, 2008 the Company granted cashless options to purchase 100,000 shares of its common stock to a director of the Company in exchange for services at an exercise price of $0.20 per share, exercisable over 36 months from the grant date. The estimated value using the Black-Scholes pricing Model was $9,308.

On February 15, 2008 the Company granted cashless options to purchase 25,000 shares of its common stock to each of all five of the Company’s directors in exchange for their services as board members. The options carry an exercise price of $0.20 per share, exercisable over 36 months from the grant date. The estimated value using the Black-Scholes pricing Model was $2,327 each.

On April 29, 2008 the Company issued 200,000 shares of preferred stock to its CEO for unpaid compensation. The total fair value of the preferred stock on April 29, 2008 was $18,000.

On April 29, 2008 the Company issued 200,000 shares of preferred stock to its President of Programming for unpaid compensation. The total fair value of the preferred stock on April 29, 2008 was $18,000.

On April 29, 2008 the Company issued 227,273 shares of common stock to its President of Programming for unpaid compensation. The total fair value of the common stock on April 29, 2008 was $20,455.

On September 9, 2008 the Company issued 25,000 shares of common stock to an employee as a bonus for services rendered. The total fair value of the common stock on September 9, 2008 was $1,000.

On September 9, 2008 the Company issued 764,000 shares of common stock to its CEO for unpaid compensation. The total fair value of the common stock on September 9, 2008 was $30,560.

On September 9, 2008 the Company issued 764,000 shares of common stock to its President of Programming for unpaid compensation. The total fair value of the common stock on September 9, 2008 was $30,560.

Note 5 – Stockholders’ equity

On February 13, 2008 the Company issued 100,000 shares of common stock to its CEO for unpaid compensation. The total fair value of the common stock on February 13, 2008 was $11,000.

On February 13, 2008 the Company issued 100,000 shares of common to one of its directors for consulting services. The total fair value of the common stock on February 13, 2008 was $10,000.

On February 13, 2008, the Company issued 100,000 shares of common stock to a consultant for services. These shares were valued at $10,000.

On February 13, 2008, the Company issued 5,000 shares of common stock to a consultant for commissions related to the Company’s sound stage rentals. These shares were valued at $500.

On February 13, 2008, the Company issued 20,000 shares of common stock to an employee as a bonus for services performed. These shares were valued at $2,000.

On February 13, 2008, the Company issued 12,000 shares of common stock to an employee as a bonus for services performed. These shares were valued at $1,200.

On February 13, 2008, the Company issued a total of 27,500 shares of common stock to four different consultants for services. These shares were valued at $2,750.

On March 11, 2008, the Company issued 50,000 shares of common stock to a consultant for services as part of a public relations agreement. These shares were valued at $10,000.

On April 29, 2008 the Company issued 200,000 shares of preferred stock to its CEO for unpaid compensation. The total fair value of the preferred stock on April 29, 2008 was $18,000.

On April 29, 2008 the Company issued 227,273 shares of common stock to its President of Programming for unpaid compensation. The total fair value of the common stock on April 29, 2008 was $20,455.

On April 29, 2008 the Company issued 300,000 shares of common stock to one of its vendors as partial payment on the Company’s outstanding accounts payable debt. The total fair value of the common stock on April 29, 2008 was $27,000. The vendor also agreed to forgive an additional $18,000 of accounts payable debt in accordance with the issuance.

On July 16, 2008 the Company issued 200,000 shares of common stock to a law firm for professional services rendered. The total fair value of the common stock on July 16, 2008 was $10,000.

On July 16, 2008 the Company issued 250,000 shares of common stock to a consultant for services rendered related to business development activities. The total fair value of the common stock on July 16, 2008 was $12,500.

On September 9, 2008 the Company issued 300,000 shares of common stock to a consultant for services rendered. The total fair value of the common stock on September 9, 2008 was $12,000 related to business development activities.

On September 9, 2008 the Company issued 300,000 shares of common stock to a consultant for video production services rendered. The total fair value of the common stock on September 9, 2008 was $12,000.

On September 9, 2008 the Company issued 200,000 shares of common stock to a consultant for video production services rendered. The total fair value of the common stock on September 9, 2008 was $8,000.

On September 9, 2008 the Company issued 20,000 shares of common stock to a consultant for video production services rendered. The total fair value of the common stock on September 9, 2008 was $800.

On September 9, 2008 the Company issued 75,000 shares of common stock to a consultant for administrative services rendered. The total fair value of the common stock on September 9, 2008 was $3,000.

On September 9, 2008 the Company issued 25,000 shares of common stock to an employee as a bonus for services rendered. The total fair value of the common stock on September 9, 2008 was $1,000.

On September 9, 2008 the Company issued 5,000 shares of common stock to a consultant for administrative services rendered. The total fair value of the common stock on September 9, 2008 was $200.

On September 9, 2008 the Company issued 150,000 shares of common stock to a stock to a law firm for professional services rendered. The total fair value of the common stock on September 9, 2008 was $6,000.

On September 9, 2008 the Company issued 100,000 shares of common stock to a consultant for web based video production services rendered. The total fair value of the common stock on September 9, 2008 was $4,000.

On September 9, 2008 the Company issued 764,000 shares of common stock to its CEO for unpaid compensation. The total fair value of the common stock on September 9, 2008 was $30,560.

Note 6 – Stock options and warrants

Options and Warrants Granted

On February 15, 2008 the Company granted 100,000 stock options to a consultant for services as part of a 30 day public relations agreement at an exercise price of $0.20 per share, exercisable over 36 months from the grant date. The estimated value using the Black-Scholes pricing Model was $9,308 and will be amortized as the services are performed. The Company expensed $4,654 in the six months ending June 30, 2008.

On February 15, 2008 the Company granted 100,000 stock options to a consultant for services rendered at an exercise price of $0.20 per share, exercisable over 36 months from the grant date. The estimated value using the Black-Scholes pricing Model was $9,308.

On February 15, 2008 the Company granted 150,000 stock options to a consultant for services rendered at an exercise price of $0.20 per share, exercisable over 12 months from the grant date. The estimated value using the Black-Scholes pricing Model was $8,597.

On February 15, 2008 the Company granted 50,000 stock options to a consultant for services rendered at an exercise price of $0.20 per share, exercisable over 12 months from the grant date. The estimated value using the Black-Scholes pricing Model was $2,866.

Options and Warrants Cancelled

None.

Options and Warrants Expired

During the three months ended March 31, 2008, 20,000 options that were outstanding as of December 31, 2007 expired. The expiration of the options had no impact on the current period operations.

During the three months ended June 30, 2008, 1,812,500 options that were outstanding as of December 31, 2007 expired. The expiration of the options had no impact on the current period operations.

During the three months ended September 30, 2008, 200,000 options and 941,666 warrants that were outstanding as of December 31, 2007 expired. The expiration of the options had no impact on the current period operations.

Options and Warrants Exercised

No options were exercised during the nine month period ending September 30, 2008.

The following is a summary of information about the Stock Options and Warrants outstanding at September 30, 2008.

Shares Underlying

Shares Underlying Options and Warrants Outstanding

Options and Warrants

Exercisable

Weighted

Shares

Average

Weighted

Shares

Weighted

Underlying

Remaining

Average

Underlying

Average

Range of

Options

Contractual

Exercise

Options

Exercise

Exercise Prices

Outstanding

Life

Price

Exercisable

Price

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:

	2008			2007

Average risk-free interest rates		2.02	%		5.07	%
Average expected life (in years)		2			2
Average Volatility		180	%		194	%

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 2008 and 2007, there were no options granted with an exercise price below the fair value of the underlying stock at the grant date.

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

The following is a summary of activity of outstanding stock options under the 2004 Stock Option Plan:

				Weighted
				Average
	Number			Exercise
	Of Shares			Price

Balance, December 31, 2007		8,776,499		$	0.29
Options cancelled		-0-			-0-
Options expired		(2,974,166	)		(0.27	)
Options vested during the period		1,125,000			0.20

Balance, September 30, 2008		6,927,333			0.28

Exercisable, September 30, 2008		6,927,333		$	0.28

Note 7 – Subsequent events

None

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.

In 2007 the Company brought on it first major sponsor IGT, who sponsored an original television series “Winner and Jackpots”. The Company expects the sponsorship to continue through 2008. The sponsorship included an initial deposit and a per show production fee. The Company also engaged an advertising agency to act as the Company’s representative to mainstream sponsors to assist the Company in creating advertising revenues. 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 VOD 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, 2008 and September 30, 2007:

	For the Three Months Ended September 30,						Increase / (Decrease)
	2008			2007
Revenues	$	18,795		$	89,759		$	(70,964	)

Direct operating costs		28,915			92,727			(63,812	)
General and administrative		107,269			93,254			14,015
Salaries and wages		47,694			158,211			(110,517	)
Consulting services		-			171,528			(171,528	)
Rent		19,012			18,803			209
Depreciation and amortization		1,326			5,087			(3,761	)

Total Operating Expenses		204,216			539,610			(335,394	)

Net Operating (Loss)		(185,421	)		(449,851	)		(264,430	)

Total other income (expense)		8,575			(53,633			62,208

Net (Loss)	$	(176,846	)	$	(503,484	)	$	(326,638	)

Revenues:

During the three months ended September 30, 2008 and 2007, we received revenues primarily from two sources - licensing fees from our private networks, including the sale of in-home media, and advertising fees, and production revenues, which included fees from third party programming production and sound stage rentals. Aggregate revenues for the three months ended September 30, 2008 were $18,795 compared to revenues of $89,759 in the three months ended September 30, 2007, a decrease in revenues of $70,964, or 79%. Revenues from networks were down significantly in the three months ended September 30, 2008 due to a significant reduction in advertising spending and slow acceptance of the company’s media content. Production revenues decreased significantly as well due to a sharp decline in the use of sound stages and other production facilities to produce content for our customers. Our customers have tightened their budgets and we have cut back on the services that we provide.

Direct Operating Costs:

Direct operating costs were $28,915 for the three months ended September 30, 2008 compared to $92,727 for the three months ended September 30, 2007, a decrease of $63,812 or 69%. Our direct operating costs in 2008 decreased due to a temporary slow down in our content development. We expect to be able to support increased revenues in the future without a significant increase in operating costs by operating at a higher capacity within our delivery channels and plan to commit additional resources to content development once they become available. In 2008 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 $107,269 for the three months ended September 30, 2008 compared to $93,254 for the three months ended September 30, 2007, an increase of $14,015 or approximately 15%. The increase in general and administrative expense for the three months ended September 30, 2008 compared to 2007 was primarily due to an increase in casual labor and non-critical services.

Salaries and wages:

Salaries and wage expense was $47,694 for the three months ended September 30, 2008 compared to $158,211 for the three months ended September 30, 2007, a decrease of $110,517 or 70%. The Company recorded non-cash payments on accrued salaries and wages totaling $62,120 and $60,000, during the three months ended September 30, 2008 and 2007, respectively, which included accrued salaries from prior periods. The non-cash payments consisted of the value of common stock, recorded at fair value, issued to employees of $62,120 and $-0- for the three months ended September 30, 2008 and 2007, respectively, as well as, preferred stock, recorded at fair value of $-0- and $60,000 for the three months ended September 30, 2008 and 2007, respectively. Salaries and wage expenses decreased for the three months ended September 30, 2008 compared to 2007 primarily because of a decrease in the issuance of common stock options to employees, as well as, the forgiveness of $39,564 of salaries earned by Officers in 2008.

Consulting services:

Consulting services expense was $-0- for the three months ended September 30, 2008 compared to $171,528 for the three months ended September 30, 2007, a decrease of $171,528 or 100%. Consulting services decreased for the three months ended September 30, 2008 compared to 2007 due to a decrease in the use of outside consultants for video production services in 2008. During the three months ended September 30, 2008 and 2007, the Company recorded non-cash expenses for consulting services totaling $-0- and $171,528. The non-cash expenses consisted of the value of common stock and common stock options, recorded at fair value, issued to service providers.

Rent:

Rent expense was $19,012 for the three months ended September 30, 2008 compared to $18,803 for the three months ended September 30, 2007, an increase of $209 or 1%.

Depreciation and amortization:

Depreciation and amortization expense was $1,326 for the three months ended September 30, 2008 compared to $5,087 for the three months ended September 30, 2007, a decrease of $3,761 or 74%. The decrease in depreciation and amortization for the three months ended September 30, 2008 compared to 2007 was due to the disposal of fixed assets no longer in service during the third quarter of 2007.

Net Operating Loss:

Net operating loss for the three months ended September 30, 2008 was $185,421 or ($0.01) per share compared to a net operating loss of $449,851 for the three months ended September 30, 2007, or ($0.02) per share, a decrease of $264,430 or 59%. Net operating loss decreased primarily as a result of our decreased direct operating costs of $110,517 and decreased salaries, consulting expenses and non-critical general and administrative costs in 2008 compared to 2007.

Net Loss:

The net loss for the three months ended September 30, 2008 was $176,846, compared to a net loss of $503,484 for the three months ended September 30, 2007, a decreased net loss of $326,638. Net loss decreased primarily as a result of our decreased direct operating costs of $110,517 and decreased salaries, consulting expenses and non-critical general and administrative costs in 2008 compared to 2007.

Results of Operations for the Nine Months Ended September 30, 2008 and September 30, 2007:

	For the Nine Months Ended September 30,						Increase / (Decrease)
	2008			2007
Revenues	$	214,710		$	240,165		$	(25,455	)

Direct operating costs		122,876			256,241			(133,365	)
General and administrative		298,103			279,197			18,906
Salaries and wages		274,557			455,165			(180,608	)
Consulting services		145,114			582,712			(437,598	)
Rent		57,297			50,759			6,538
Depreciation and amortization		4,555			28,022			(23,467	)

Total Operating Expenses		902,502			1,652,096			(749,594	)

Net Operating (Loss)		(687,792	)		(1,411,931	)		(724,139	)

Total other income (expense)		71,073			(25,532	)		96,605

Net (Loss)	$	(616,719	)	$	(1,437,463	)	$	(820,744	)

Revenues:

During the nine months ended September 30, 2008 and 2007, we received revenues primarily from two sources - licensing fees from our private networks, including the sale of in-home media, and advertising fees, and production revenues, which included fees from third party programming production and sound stage rentals. Aggregate revenues for the nine months ended September 30, 2008 were $214,710 compared to revenues of $240,165, in the nine months ended September 30, 2007, a decrease in revenues of $25,455, or 11%. Revenues decreased as a result of trouble in the US economy. Our customers have tightened their budgets and cut back on the services that we provide. As the economy strengthens we expect our revenues to rebound.

Direct Operating Costs:

Direct operating costs were $122,876 for the nine months ended September 30, 2008 compared to $256,241 for the nine months ended September 30, 2007, a decrease of $133,365 or 52%. Our direct operating costs in 2008 decreased due to a temporary slow down in our content development. We expect to be able to support increased revenues in the future without a significant increase in operating costs by operating at a higher capacity within our delivery channels and plan to commit additional resources to content development once they become available. In 2008 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 $298,103 for the nine months ended September 30, 2008 compared to $279,197 for the nine months ended September 30, 2007, an increase of $18,906 or approximately 7%. The increase in general and administrative expense for the nine months ended September 30, 2008 compared to 2007 was primarily due to an increase in casual labor and non-critical services.

Salaries and wages:

Salaries and wage expense was $274,557 for the nine months ended September 30, 2008 compared to $455,165 for the nine months ended September 30, 2007, a decrease of $180,608 or 40%. The Company recorded non-cash payments on accrued salaries and wages totaling $203,771 and $317,595, during the nine months ended September 30, 2008 and 2007, respectively. The non-cash payments consisted of the value of common stock, recorded at fair value, issued to employees of $116,575 and $114,829 for the nine months ended September 30, 2008 and 2007, respectively, as well as, preferred stock, recorded at fair value of $36,000 and $160,000, and common stock options, recorded at fair value of $51,196 and $42,766 for the nine months ended September 30, 2008 and 2007, respectively. Salaries and wage expenses decreased for the nine months ended September 30, 2008 compared to 2007 primarily because of a decrease in the issuance of common stock options to employees, as well as, the forgiveness of salaries earned by Officers in 2008.

Consulting services:

Consulting services expense was $145,114 for the nine months ended September 30, 2008 compared to $582,712 for the nine months ended September 30, 2007, a decrease of $437,598 or 75%. Consulting services decreased for the nine months ended September 30, 2008 compared to 2007 due to a decrease in the use of outside consultants for video production services in 2008. During the nine months ended September 30, 2008 and 2007, the Company recorded non-cash expenses for consulting services totaling $123,357 and $496,193. The non-cash expenses consisted of the value of common stock and common stock options, recorded at fair value, issued to service providers.

Rent:

Rent expense was $57,297 for the nine months ended September 30, 2008 compared to $50,759 for the nine months ended September 30, 2007, an increase of $6,538 or 13%. Rent expense increased for the nine months ended September 30, 2008 compared to 2007 due to the timing of rental payments and related adjustments.

Depreciation and amortization:

Depreciation and amortization expense was $4,555 for the nine months ended September 30, 2008 compared to $28,022 for the nine months ended September 30, 2007, a decrease of $23,467 or 84%. The decrease in depreciation and amortization for the nine months ended September 30, 2008 compared to 2007 was due to the disposal of fixed assets no longer in service during the third quarter of 2007.

Net Operating Loss:

Net operating loss for the nine months ended September 30, 2008 was $687,792 or ($0.02) per share compared to a net operating loss of $1,411,931 for the nine months ended September 30, 2007, or ($0.06) per share, a decrease of $724,139 or 51%. Net operating loss decreased primarily as a result of our decreased direct operating costs of $437,598 and decreased salaries, consulting expenses and non-critical general and administrative costs in 2008 compared to 2007.

Net Loss:

The net loss for the nine months ended September 30, 2008 was $616,719, compared to a net loss of $1,437,463 for the nine months ended September 30, 2007, a decreased net loss of $820,744 or 57%. Net operating loss decreased primarily as a result of our decreased direct operating costs of $437,598 and decreased salaries, consulting expenses and non-critical general and administrative costs in 2008 compared to 2007.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes total assets, accumulated deficit, stockholders’ equity and working capital at September 30, 2008 compared to September 30, 2007.

	September 30, 2008			September 30, 2007
Total Assets	$	22,088		$	61,521

Accumulated (Deficit)	$	(15,735,934	)	$	(14,759,246	)

Stockholders’ Equity	$	(1,017,036	)	$	(1,029,929	)

Working Capital (Deficit)	$	(1,018,505	)	$	(606,902	)

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, 2008, we had a negative working capital position of $(1,018,505). As we continue the shift in our business focus and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings to the extent necessary to provide working capital. We have and expect to continue to have substantial capital expenditure and working capital needs. We do not now have funds sufficient to fund our operations at their current level for the next twelve months. We need to raise additional cash to fund our operations and implement our business plan. We expect that the additional financing will (if available) take the form of a private placement of equity, although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an on-going effort to locate sources of additional funding, without which we will not be able to remain a viable entity. No financing arrangements are currently under contract, and there are no assurances that we will be able to obtain adequate financing. If we are able to obtain the financing required to remain in business, eventually achieving operating profits will require substantially increasing revenues or drastically reducing expenses from their current levels or both. If we are able to obtain the required financing to remain in business, future operating results depend upon a number of factors that are outside of our control.

To conserve on the Company's capital requirements, the Company has issued shares in lieu of cash payments to employees and outside consultants, and the Company expects to continue this practice in 2008. In the nine months ending September 30, 2008, the Company issued 4,474,773 shares of common stock valued at $247,825, and 400,000 shares of preferred stock valued at $36,000, 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 2008.

Item 3. Quantitative And Qualitative Disclosures About Market Risks

Not required.

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 have concluded that as of September 30, 2008 our disclosure controls and procedures were not effective.

Changes in Internal Control over Financial Reporting:

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

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

Throughout the nine months ended September 30, 2008, we began the implementation of a remediation plan to address the material weaknesses identified during the audit of our fiscal year ended December 31, 2007. 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 2007. Once placed in operation for a sufficient period of time, we will evaluate the overall effectiveness of these new process changes to determine if they are operating effectively.

Inherent Limitations of Internal Controls

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

PART II OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There has been no change in the Company's risk factors since the Company’s Annual Report on Form 10-KSB filed with SEC on April 15, 2008.

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

On September 9, 2008 the Company issued 20,000 shares of common stock to a consultant for video production services rendered. The total fair value of the common stock on September 9, 2008 was $800.

On September 9, 2008 the Company issued 75,000 shares of common stock to a consultant for administrative services rendered. The total fair value of the common stock on September 9, 2008 was $3,000.

On September 9, 2008 the Company issued 25,000 shares of common stock to an employee as a bonus for services rendered. The total fair value of the common stock on September 9, 2008 was $1,000.

On September 9, 2008 the Company issued 5,000 shares of common stock to a consultant for administrative services rendered. The total fair value of the common stock on September 9, 2008 was $200.

On September 9, 2008 the Company issued 764,000 shares of common stock to its CEO for unpaid compensation. The total fair value of the common stock on September 9, 2008 was $30,560.

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None

Item 6. Exhibits

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

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

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: December 1, 2008

Players Network

/s/ Mark Bradley

Mark Bradley

Chief Executive Officer

(Principal Executive Officer)

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. freshman Good

Players Network (PNTV) 10-Q2008 Q3 Quarterly report

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