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)
|
Large accelerated filer o | Accelerated filer o | |
Non-accelerated filer o | Smaller reporting company x |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS |
3
|
|
PART I. FINANCIAL INFORMATION |
4
|
|
Item
1.
|
Financial
Statements
|
4
|
Condensed
Balance Sheets as of March 31, 2008 and December 31, 2007
|
4
|
|
Condensed Statements
of Operations for Three Months ended March 31, 2008 and
2007
|
5
|
|
Condensed
Statements of Cash Flows for the Three Months ended March 31, 2008
and
2007
|
6
|
|
Notes
to the Condensed Financial Statements
|
7
|
|
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
14
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
17
|
Item
4T.
|
Controls
and Procedures
|
17
|
|
||
PART
II. OTHER INFORMATION
|
18
|
|
Item
1.
|
Legal
Proceedings
|
18
|
Item
1A.
|
Risk
Factors
|
18
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
18
|
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
|
March
31,
|
December
31,
|
||||||
2008
|
2007
|
||||||
(Unaudited)
|
(Audited)
|
||||||
Assets
|
|||||||
Current
assets:
|
|||||||
Cash
|
$
|
43,008
|
$
|
69,959
|
|||
Accounts
receivable, net of allowance for doubtful acccounts
|
|||||||
of
$32,947 at March 31, 2008 and December 31, 2007
|
16,319
|
17,852
|
|||||
Prepaid
expenses
|
230
|
11,839
|
|||||
Total
current assets
|
59,557
|
99,650
|
|||||
Fixed
assets, net of accumulated depreciation of $17,213 and
|
|||||||
$15,534
at March 31, 2008 and December 31, 2007, respectively
|
3,614
|
5,294
|
|||||
$
|
63,171
|
$
|
104,944
|
||||
Liabilities
and Stockholders' Equity
|
|||||||
Current
liabilities:
|
|||||||
Deferred
revenues
|
$
|
16,667
|
$
|
33,333
|
|||
Accounts
payable
|
295,029
|
341,675
|
|||||
Accrued
expenses
|
339,251
|
303,173
|
|||||
Current
maturities of long term debt
|
5,000
|
5,000
|
|||||
Total
current liabilities
|
655,947
|
683,181
|
|||||
Long
term debt, net of discount of $70,913 and $84,705 at
|
|||||||
March
31, 2008 and December 31, 2007, respectively
|
359,087
|
345,295
|
|||||
Stockholders'
(deficit):
|
|||||||
Preferred
stock, $0.001 par value, 2,000,000 shares
|
|||||||
authorized;
800,000 shares issued and outstanding
|
800
|
800
|
|||||
Common
stock, $0.001 par value, 150,000,000 shares
|
|||||||
authorized;
29,862,069 shares issued and outstanding
|
29,862
|
29,267
|
|||||
Additional
paid-in capital
|
14,397,404
|
14,165,616
|
|||||
Accumulated
(deficit)
|
(15,379,929
|
)
|
(15,119,215
|
)
|
|||
(951,863
|
)
|
(923,532
|
)
|
||||
$
|
63,171
|
$
|
104,944
|
For
the Three Months Ended
March
31,
|
|||||||
2008
|
2007
|
||||||
Revenue
|
|||||||
Network
|
$
|
17,385
|
$
|
17,405
|
|||
Production
and other
|
106,012
|
69,160
|
|||||
Total
revenue
|
123,397
|
86,565
|
|||||
Expenses:
|
|||||||
Direct
operating costs
|
40,201
|
33,266
|
|||||
General
and administrative
|
119,723
|
105,115
|
|||||
Officer
salaries and wages
|
121,996
|
136,642
|
|||||
Salaries
and wages
|
24,312
|
18,554
|
|||||
Consulting
services
|
97,068
|
127,166
|
|||||
Consulting
services, related party
|
26,289
|
32,400
|
|||||
Rent
|
18,749
|
12,652
|
|||||
Depreciation
and amortization
|
1,680
|
13,632
|
|||||
Total
operating expenses
|
450,018
|
479,427
|
|||||
Net
operating (loss)
|
(326,621
|
)
|
(392,862
|
)
|
|||
Other
income (expense):
|
|||||||
Interest
expense
|
(7,007
|
)
|
(9,105
|
)
|
|||
Gain
on debt settlement
|
86,706
|
-
|
|||||
Financing
costs
|
(13,792
|
)
|
(13,792
|
)
|
|||
Total
other income (expenses)
|
65,907
|
(22,897
|
)
|
||||
Net
(loss)
|
$
|
(260,714
|
)
|
$
|
(415,759
|
)
|
|
Weighted
average number of common
|
|||||||
shares
outstanding - basic and fully diluted
|
29,559,783
|
23,583,899
|
|||||
Net
(loss) per share - basic & fully diluted
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
For
the three months ended
March
31,
|
|||||||
2008
|
2007
|
||||||
Cash
flows from operating activities
|
|||||||
Net
(loss)
|
$
|
(260,714
|
)
|
$
|
(415,759
|
)
|
|
Adjustments
to reconcile net (loss) to
|
|||||||
net
cash (used in) operating activities:
|
|||||||
Gain
on debt settlements
|
(86,706
|
)
|
-
|
||||
Depreciation
and amortization expense
|
1,680
|
13,632
|
|||||
Stock
issued for services
|
33,950
|
141,536
|
|||||
Stock
issued for services, related party
|
40,800
|
107,400
|
|||||
Options
issued for services
|
90,148
|
-
|
|||||
Options
issued for services, related party
|
67,485
|
61,642
|
|||||
Amortization
of warrants
|
-
|
54,179
|
|||||
Amortization
of beneficial conversion feature
|
13,792
|
13,792
|
|||||
Decrease
(increase) in assets:
|
|||||||
Accounts
receivable
|
1,533
|
(3,400
|
)
|
||||
Prepaid
expenses
|
11,609
|
1,865
|
|||||
Increase
(decrease) in liabilities:
|
|||||||
Checks
drawn in excess of available funds
|
-
|
2,400
|
|||||
Deferred
revenues
|
(16,666
|
)
|
-
|
||||
Accounts
payable
|
40,060
|
(11,751
|
)
|
||||
Accrued
expenses
|
36,078
|
17,957
|
|||||
Net
cash (used in) operating activities
|
(26,951
|
)
|
(16,507
|
)
|
|||
Net
increase in cash
|
(26,951
|
)
|
(16,507
|
)
|
|||
Cash
- beginning
|
69,959
|
16,507
|
|||||
Cash
- ending
|
$
|
43,008
|
$
|
-
|
|||
Supplemental
disclosures:
|
|||||||
Interest
paid
|
$
|
-
|
$
|
-
|
|||
Income
taxes paid
|
$
|
-
|
$
|
-
|
|||
Non-cash
transactions:
|
|||||||
Stock
issued for services
|
$
|
33,950
|
$
|
141,536
|
|||
Stock
issued for services, related party
|
$
|
40,800
|
$
|
107,400
|
|||
Stock
options issued for services
|
$
|
90,148
|
$
|
-
|
|||
Stock
options issued for services, related party
|
$
|
67,485
|
$
|
61,642
|
2008
|
2007
|
|
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
|
435,000
|
435,000
|
Less:
current portion
|
5,000
|
5,000
|
Long-term
debt, less current portion
|
430,000
|
430,000
|
Less:
discount on beneficial conversion feature
|
70,913
|
84,705
|
Long-term
debt, less discount on beneficial conversion feature
|
$
359,087
|
$
345,295
|
2008
|
$
|
5,000
|
||
2009
|
430,000
|
|||
2010
|
-
|
|||
2011
|
- | |||
Thereafter
|
- | |||
|
$
|
435,000
|
Shares
Underlying Options and Warrants Outstanding
|
Shares
Underlying
Options
and Warrants Exercisable
|
|||||||||||||||
Range
of
Exercise
Prices
|
Shares
Underlying
Options
Outstanding
|
Weighted
Average
Remaining
Contractual
Life
|
Weighted
Average
Exercise
Price
|
Shares
Underlying
Options
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||||||||
$0.15
- 0.78
|
9,881,499
|
2.82
years
|
$
|
0.28
|
9,881,499
|
$
|
0.28
|
2008
|
2007
|
||||||
Average
risk-free interest rates
|
2.02
|
%
|
5.07
|
%
|
|||
Average
expected life (in years)
|
2
|
2
|
|||||
Average
Volatility
|
180
|
%
|
194
|
%
|
Number
Of
Shares
|
Weighted
Average
Exercise
Price
|
||||||
Balance,
December 31, 2007
|
8,776,499
|
$
|
0.29
|
||||
Options
cancelled
|
-0-
|
-0-
|
|||||
Options
expired
|
(20,000
|
)
|
(0.50
|
)
|
|||
Options
vested during the period
|
1,125,000
|
0.20
|
|||||
Balance,
March 31, 2008
|
9,881,499
|
0.28
|
|||||
Exercisable,
March 31, 2008
|
9,881,499
|
$
|
0.28
|
For
the Three Months Ended
March
31,
|
||||||||||
2008
|
2007
|
Increase
/
(Decrease)
|
||||||||
Revenues
|
$
|
123,397
|
$
|
86,565
|
$
|
36,832
|
||||
|
||||||||||
Direct
operating costs
|
40,201
|
33,266
|
6,935
|
|||||||
General
and administrative
|
119,723
|
105,115
|
14,608
|
|||||||
Salaries
and wages
|
146,308
|
155,196
|
(8,888
|
)
|
||||||
Consulting
services
|
123,357
|
159,566
|
(36,209
|
)
|
||||||
Rent
|
18,749
|
12,652
|
6,097
|
|||||||
Depreciation
and amortization
|
1,680
|
13,632
|
(11,952
|
)
|
||||||
|
||||||||||
Total
Operating Expenses
|
450,018
|
479,427
|
(29,409
|
)
|
||||||
|
||||||||||
Net
Operating (Loss)
|
(326,621
|
)
|
(392,862
|
)
|
66,241
|
|||||
Total
other income (expense)
|
65,907
|
(22,897
|
)
|
88,804
|
||||||
|
||||||||||
Net
(Loss)
|
$
|
(260,714
|
)
|
$
|
(415,759
|
)
|
$
|
(155,045
|
)
|
March
31, 2008
|
March
31, 2007
|
|||
Total
Assets
|
$
|
63,171
|
$
|
60,490
|
|
|
|
|
|
Accumulated
(Deficit)
|
$
|
(15,379,929)
|
$
|
(13,737,542)
|
|
|
|
|
|
Stockholders’
Equity
|
$
|
(951,863)
|
$
|
(939,882)
|
|
|
|
|
|
Working
Capital (Deficit)
|
$
|
(596,390)
|
$
|
(663,803)
|
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
|
Players Network | ||
|
|
|
/s/ Mark Bradley | ||
Mark Bradley |
||
Chief
Executive Officer
(Principal
Executive Officer)
|