x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
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
|
|
Page
|
|
|
|
|
INDEX
|
||
|
|
|
3 | ||
PART
I. FINANCIAL INFORMATION
|
||
4 | ||
|
4 | |
|
5 | |
|
6 | |
|
7 | |
|
|
|
18 | ||
21 | ||
22 | ||
|
|
|
PART
II. OTHER INFORMATION
|
||
22 | ||
23 | ||
23 | ||
24 | ||
24 | ||
24 | ||
24 | ||
25 |
|
|
September
30,
|
|
|
December
31,
|
|
||
|
|
2009
|
|
|
2008
|
|
||
|
|
(Unaudited)
|
|
|
|
|
||
Assets
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Current
assets:
|
|
|
|
|
|
|
||
Cash
|
|
$
|
-
|
|
|
$
|
-
|
|
Prepaid
expenses
|
1,000
|
-
|
||||||
Accounts
receivable, net of allowance for
|
|
|
|
|
|
|
|
|
doubtful
accounts of $5,000
|
|
|
7,000
|
|
|
|
44,670
|
|
Total
current assets
|
|
|
8,000
|
|
|
|
44,670
|
|
|
|
|
|
|
|
|
|
|
Fixed
assets, net
|
|
|
1,225
|
|
|
|
1,683
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
9,225
|
|
|
$
|
46,353
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders' Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Checks
written in excess of available funds
|
|
$
|
608
|
|
|
$
|
2,176
|
|
Accounts
payable
|
|
|
544,659
|
|
|
|
393,090
|
|
Accrued
expenses
|
|
|
355,401
|
|
|
|
353,551
|
|
Current
maturities of long term debt, net of discount of $-0- and
|
|
|
|
|
|
|
|
|
$26,297
at September 30, 2009 and December 31, 2008, respectively
|
|
|
14,600
|
|
|
|
423,303
|
|
Total
current liabilities
|
|
|
915,268
|
|
|
|
1,172,120
|
|
|
|
|
|
|
|
|
|
|
Long
Term Debt
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
940,268
|
|
|
|
1,197,120
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity (deficit):
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.001 par value, 2,000,000 shares
|
|
|
|
|
|
|
|
|
authorized;
2,000,000 shares issued and outstanding
|
|
|
|
|
|
|
|
|
at
September 30, 2009 and December 31, 2008
|
|
|
2,000
|
|
|
|
2,000
|
|
Common
stock, $0.001 par value, 150,000,000 shares
|
|
|
|
|
|
|
|
|
authorized;
44,416,091 and 35,092,342 shares issued and outstanding
|
|
|
|
|
|
|
|
|
at
September 30, 2009 and December 31, 2008, respectively
|
|
|
44,416
|
|
|
|
35,092
|
|
Additional
paid-in capital
|
|
|
16,425,433
|
|
|
|
14,711,305
|
|
Subscriptions
payable , 1,530,000 shares and -0- shares at
|
||||||||
September
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
|
|
|
|
For
the three months ended
|
|
|
For
the nine months ended
|
|
||||||||||
|
|
September 30,
|
|
|
September
30,
|
|
||||||||||
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Network
|
|
$
|
333
|
|
|
$
|
5,056
|
|
|
$
|
25,616
|
|
|
$
|
44,066
|
|
Production
and other
|
|
|
4,500
|
|
|
|
13,739
|
|
|
|
26,285
|
|
|
|
170,644
|
|
Total
revenue
|
|
|
4,833
|
|
|
|
18,795
|
|
|
|
51,901
|
|
|
|
214,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
operating costs
|
|
|
154,489
|
|
|
|
28,915
|
|
|
|
420,050
|
|
|
|
261,009
|
|
General
and administrative
|
|
|
258,612
|
|
|
|
107,269
|
|
|
|
524,447
|
|
|
|
298,103
|
|
Officer
salaries
|
|
|
187,146
|
|
|
|
35,436
|
|
|
|
547,639
|
|
|
|
219,886
|
|
Salaries
and wages
|
|
|
13,758
|
|
|
|
12,258
|
|
|
|
34,058
|
|
|
|
54,671
|
|
Board
of director services
|
|
|
29,930
|
|
|
|
-
|
|
|
|
68,852
|
|
|
|
6,981
|
|
Rent
|
|
|
18,529
|
|
|
|
19,012
|
|
|
|
56,028
|
|
|
|
57,297
|
|
Depreciation
and amortization
|
|
|
153
|
|
|
|
1,326
|
|
|
|
458
|
|
|
|
4,555
|
|
Total
operating expenses
|
|
|
662,617
|
|
|
|
204,216
|
|
|
|
1,651,532
|
|
|
|
902,502
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
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
|
|
|
|
137,706
|
|
Total
other income (expense)
|
|
|
(1,518
|
)
|
|
|
8,575
|
|
|
(57,097
|
)
|
|
|
71,073
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$
|
(659,302
|
)
|
|
$
|
(176,846
|
)
|
|
$
|
(1,656,728
|
)
|
|
$
|
(616,719
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
outstanding - basic and fully diluted
|
|
|
41,741,495
|
|
|
|
31,584,592
|
|
|
|
39,050,984
|
|
|
|
30,459,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) per share - basic and fully diluted
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.02
|
)
|
|
|
For
the nine months ended
|
|
|||||
|
|
September
30,
|
|
|||||
|
|
2009
|
|
|
2008
|
|
||
Cash
flows from operating activities
|
|
|
|
|
|
|
||
Net
(loss)
|
|
$
|
(1,656,728
|
)
|
|
$
|
(616,719
|
)
|
Adjustments
to reconcile net (loss) to
|
|
|
|
|
|
|
|
|
net
cash (used) by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
and amortization expense
|
|
|
458
|
|
|
|
4,555
|
|
Forgiveness
of debt
|
|
|
-
|
|
|
|
(137,706
|
)
|
Amortization
of beneficial conversion feature
|
|
|
26,297
|
|
|
|
43,665
|
|
Stock
issued for services
|
|
|
602,916
|
|
|
|
161,950
|
|
Stock
issued for compensation, related party
|
|
|
214,931
|
|
|
|
159,375
|
|
Stock
issued for financing cost
|
|
|
20,178
|
|
|
|
-
|
|
Options
and warrants granted for services
|
|
|
420,590
|
|
|
|
166,890
|
|
Decrease
(increase) in assets:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
37,670
|
|
|
|
2,657
|
)
|
Prepaid
expenses and other current assets
|
|
|
(1,000)
|
|
|
|
11,839
|
|
Increase
(decrease) in liabilities:
|
|
|
|
|
|
|
|
|
Checks
written in excess of deposits
|
|
|
(1,568
|
)
|
|
|
-,
|
|
Deferred
revenues
|
|
|
-
|
|
|
|
(33,333
|
)
|
Accounts
payable
|
|
|
151,569
|
|
|
|
100,854
|
|
Accrued
expenses
|
|
|
74,687
|
|
|
|
37,168
|
|
Net
cash (used) by operating activities
|
|
|
(110,000
|
)
|
|
|
(98,805
|
)
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities
|
||||||||
Purchase
of fixed assets
|
-
|
(1,324)
|
||||||
Net
Cash (used) in investing activities
|
-
|
(1,324)
|
||||||
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
Proceeds
from long term debt
|
|
|
2,500
|
|
|
|
35,000
|
|
Repayment
of long term debt
|
(2,500)
|
-
|
||||||
Proceeds
from sale of common stock
|
|
|
110,000
|
|
|
|
-
|
|
Net
cash provided by financing activities
|
|
|
110,000
|
|
|
|
35,000
|
|
|
|
|
|
|
|
|
|
|
Net
decrease (increase) in cash
|
|
|
-
|
|
|
|
(65,129
|
)
|
Cash
- beginning
|
|
|
-
|
|
|
|
69,959
|
|
Cash
- ending
|
|
$
|
-
|
|
|
$
|
4,830
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures:
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$
|
2,842
|
|
|
$
|
6,631
|
|
Income
taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Non-cash
transactions:
|
|
|
|
|
|
|
|
|
Stock
issued for debt
|
|
$
|
507,837
|
|
|
$
|
-
|
|
2009
|
2008
|
||||||||
8% |
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 | $ | 25,000 | ||||
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 | 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. Principal and accrued interest
was
converted into 342,467 shares of common stock on August 28,
2009.
|
- | 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. Principal and accrued interest was
converted
into 410,959 shares of common stock on August 28, 2009.
|
- | 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. Principal and accrued interest was
converted
into 231,890 shares of common stock on August 28, 2009.
|
- | 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. Principal and accrued interest was
converted
into 102,740 shares of common stock on August 28, 2009.
|
- | 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. Principal and accrued interest was
converted
into 171,233 shares of common stock on August 28, 2009.
|
- | 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. Principal and accrued interest was
converted
into 587,084 shares of common stock on August 28, 2009.
|
- | 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. Principal and accrued interest was
converted
into 84,061 shares of common stock on August 28, 2009.
|
- | 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. Principal and accrued interest was
converted
into 84,061 shares of common stock on August 28, 2009.
|
- | 25,000 | ||||||
Unsecured demand note, non interest bearing. | 4,600 | 4,600 | |||||||
Unsecured
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.
|
- | 5,000 | |||||||
Total debt | 39,600 | 474,600 | |||||||
Less: current portion | 14,600 | 423,303 | |||||||
Less: discount on beneficial conversion feature | - | 26,297 | |||||||
Long-term debt, less current portion | 25,000 | 25,000 | |||||||
Less: discount on beneficial conversion feature | - | - | |||||||
Long-term debt, less current portion and discount on BCF | $ | 25,000 | $ | 25,000 |
2009
|
$ | 14,600 | ||
2010
|
- | |||
2011
|
25,000 | |||
Thereafter
|
- | |||
$ | 39,600 |
Shares
Underlying
|
||||||||||||||||||||||||
Shares
Underlying Options Outstanding
|
Options
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
|
|||||||||||||||||||
$
|
0.15
- 1.00
|
9,660,000
|
2.22
years
|
$
|
0.23
|
9,660,000
|
$
|
0.23
|
2009
|
2008
|
|||||||
Average
risk-free interest rates
|
1.85 | % | 2.02 | % | ||||
Average
expected life (in years)
|
3 | 2 | ||||||
Volatility
|
417 | % | 180 | % |
Weighted
|
||||||||
Average
|
||||||||
Number
|
Exercise
|
|||||||
of
Shares
|
Price
|
|||||||
Balance,
December 31, 2008
|
6,661,333
|
0.28
|
||||||
Options
expired
|
(1,801,333)
|
(0.33)
|
||||||
Options
cancelled
|
-0-
|
-0-
|
||||||
Options
granted
|
4,800,000
|
0.18
|
||||||
Options
exercised
|
-0-
|
-0-
|
||||||
Balance,
September 30, 2009
|
9,660,000
|
0.23
|
||||||
Exercisable,
September 30, 2009
|
9,660,000
|
$
|
0.23
|
|
|
For
the Three Months Ended
September
30,
|
|
|
Increase
/
(Decrease)
|
|
||||||
|
|
2009
|
|
|
2008
|
|
|
|
|
|||
Revenues
|
|
$
|
4,833
|
|
|
$
|
18,795
|
|
|
$
|
(13,962)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
operating costs
|
|
|
154,489
|
|
|
|
28,915
|
|
|
|
125,574
|
|
General
and administrative
|
|
|
258,612
|
|
|
|
107,269
|
|
|
|
151,343
|
|
Salaries
and wages
|
|
|
200,904
|
|
|
|
47,694
|
|
|
|
153,210
|
|
Board
of director services
|
29,930
|
-
|
29,930
|
|||||||||
Rent
|
|
|
18,529
|
|
|
|
19,012
|
|
|
|
(483)
|
|
Depreciation
and amortization
|
|
|
153
|
|
|
|
1,326
|
|
|
|
(1,173)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Operating Expenses
|
|
|
662,617
|
|
|
|
204,216
|
|
|
|
458,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
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)
|
|
|
For
the Nine Months Ended
September
30,
|
|
|
Increase
/
(Decrease)
|
|
|||||||
|
|
2009
|
|
|
2008
|
|
|
|
|
|||
Revenues
|
|
$
|
51,901
|
|
|
$
|
214,710
|
|
|
$
|
(162,809)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
operating costs
|
|
|
420,050
|
|
|
|
261,009
|
|
|
|
159,041
|
|
General
and administrative
|
|
|
524,447
|
|
|
|
298,103
|
|
|
|
226,344
|
|
Salaries
and wages
|
|
|
581,697
|
|
|
|
274,557
|
|
|
|
307,140
|
|
Board
of director services
|
68,852
|
6,981
|
61,871
|
|||||||||
Rent
|
|
|
56,028
|
|
|
|
57,297
|
|
|
|
(1,269)
|
|
Depreciation
and amortization
|
|
|
458
|
|
|
|
4,555
|
|
|
|
(4,097)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Operating Expenses
|
|
|
1,651,532
|
|
|
|
902,502
|
|
|
|
749,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
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)
|
|
|
|
September
30,
2009
|
|
|
September
30,
2008
|
|
||
Total
Assets
|
|
$
|
9,225
|
|
|
$
|
46,353
|
|
|
|
|
|
|
|
|
|
|
Accumulated
(Deficit)
|
|
$
|
(17,555,892)
|
|
|
$
|
(15,899,164)
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
Equity
|
|
$
|
(931,043)
|
|
|
$
|
(1,150,767)
|
|
|
|
|
|
|
|
|
|
|
Working
Capital (Deficit)
|
|
$
|
(907,268)
|
|
$
|
(1,018,505)
|
Exhibit
No.
|
Description
|
31.1
|
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.
|
Players
Network
|
|
|
|
/s/
Mark
Bradley
|
|
Mark
Bradley
|
|
Chief
Executive Officer and Chief Financial Officer
|
|
(Principal
Executive Officer and Principal Financial
Officer)
|