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 of Digital Networks. We distribute broadband video and other social media content over a wide variety of internet enabled devices and cable television channels. Due to recent capital infusions and an expanded management team, the Company has been able to complete the first phase of development and launch its proprietary scalable technology platform. The platform is designed to deliver video content and develop digital social communities, including “Vegas On Demand TV”, which is our first digital branded network that was in development during 2011. We launched our beta version on October 7, 2011.
The Company operates a Video On Demand (“VOD”) television channel, also named Vegas On Demand, which consists of original programming that is distributed over its own VOD channels to approximately 24,000,000 homes over the internet with distribution partners that include, Comcast, Hulu, Blinkx, Google, YouTube and Yahoo Video, for DVD home video, and various mobile platforms. Players Network has a fourteen year history of providing consumers with quality ‘Gaming and Las Vegas Lifestyle’ video content.
Vegas On Demand TV offers its audience the ability to connect to Vegas Insiders through unique, high-quality programming that captures the excitement, sex appeal, entertainment, 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 that attract young and sophisticated viewers that comprise the major digital media demographic. Whenever possible our content incorporates an expert, insider or celebrity within the Vegas community in order to enhance promotional merchandising to prospective customers.
The Company plans to use both its platform and original branded programming and events as a means to develop additional revenue streams, as well as marketing and membership benefits of our social media platform. These revenue streams include branded entertainment, sponsorships for events, and media placement, third party commissions for video and banner advertisements, merchandise and production sales and services.
Players Network has addressed the digital market in an effort to grow as a New Media Company using “Vegas On Demand”, its flagship Branded Television Channel Destination, it use its scalable, custom Enterprise Web Platform to host “Vegas On Demand”, which can also be replicated to launch thousands of Channel Destinations in any Lifestyle Category, for any Lifestyle Brand.
PNTV’s Enterprise Platform efficiently deploys, manages and distributes videos with integrated revenue-generating tools that go beyond traditional advertising. On our Platform, the viewer of a video is brought into a web environment encompassing that video’s lifestyle, where they are presented with Membership, Merchandising, Couponing, Subscription, Loyalty Programs, Contest and other Marketing opportunities, including the integration of Live Events. The Platform also integrates Branded Sponsorships, and a game-like Virtual Economy supported by our Cost Per Action Advertising network.
PNTV’s next-generation Media Network operates across all distribution platforms from TV screens to mobile devices, gaming consoles, computers and tablets. We have positioned ourselves to provide companies with an affordable, turnkey, integrated solution that creates bookable revenue while generating net profits. We have not yet generated revenues from our Platform, but plan to market our services to companies in 2012 that can make their initial investment using a small portion of their existing marketing budget.
By providing companies and Lifestyle Brands with their own Channel Destination on our Enterprise Web Platform and offering our Media and Production expertise, we plan to provide an integrated Media, Marketing and Merchandising solution that aims to save our customers significant time and money that would need to be incurred to replicate equivalent services.
We have also leveraged our existing library of original content, and distribution network, to build this infrastructure hub and launch our initial digital Lifestyle Network: “VegasOnDemand.tv”.
Through the cross-promotional integration of Sponsored Live Events, Contests and Media creation and distribution, PNTV’s Platform can deliver a targeted audience that can be monetized in multiple ways. The Platform is a Revenue Engine that grows as audience and page views increase. The Platform also provides a self-perpetuating aggregation juncture where Las Vegas businesses and “Insiders” can connect socially with their audience/customer and generate shared revenues.
The ability to Monetize Video in so many ways, coupled with an efficient, easy-to-use technical and administrative back-end dashboard, is a powerful feature of PNTV’s Platform. It allows the creation of unlimited, new Channel Destinations using our scalable Content Management System (“CMS”) framework, with cost-competitive operations. Importantly, it allows Content Management by administrative and editorial level employees without the expense of having a full-time technical engineering staff in-house.
The Company’s platform has two main membership categories: 1) the Consumer/User who visits our digital communities and partakes in viewing ad-supported and pay-per-view premium videos, purchases products and connects with “Insiders”, who are our 2) Premium Members.
Premium Members must be industry Insiders and/or experts in their Lifestyle category. For example, with regard to Vegas On Demand, Insiders are designed to be the who’s-who of Vegas: Entertainers, Nightclub Promoters, Casino Hosts, famous Chefs, etc. who offer our Members deals on transactions connected to their sphere of influence. Deals may include being invited to a special VIP Event, Line Passes, two-for-one offers, PPV Video discounts, etc.
Transactions can be purchased using credit cards, or our incentivized Virtual Economy. When using our Virtual Economy, we set the value of the goods and services that are redeemed through a Points (Virtual Currency) System. Points can be bought or earned using our CPA Ad Network. Our Virtual Economy allows the Company to realize revenue every time Points are earned, as well as every time Points are redeemed.
On May 11, 2011, we acquired a 10% interest in iCandy, Inc. (“ICI”), and a 10% interest in iCandy Burlesque, Inc. (“ICB”), Nevada entertainment companies that develop and operate a variety of entertainment shows in the United States, primarily in casinos within Las Vegas, NV and Atlantic City, NJ. We acquired these interests in exchange for $25,499 that was in turn spent on the development of a promotional video that will be distributed over our media channels. In addition, we agreed to pay a license fee of 20% of the adjusted gross revenues that we earn from the distribution and sales related to the promotional video content. No such revenues have been earned to date. At December 31, 2011, we recognized a complete reserve for the impairment of this investment due to uncertainties regarding the future economic benefit.
In December of 2011, the Company signed an agreement with J&H Productions to produce a series of three reality shows centered on a family that is in the Las Vegas nightlife and night club business. The agreement also provides for the production of forty short video segments to be used to develop a new branded Channel Destination using the Company’s scalable platform.
Results of Operations for the Three Months Ended March 31, 2012 and 2011:
|
For the Three Months Ended
|
|
|
|
|
|
|
March 31,
|
|
|
Increase /
|
|
|
|
2012
|
|
|
2011
|
|
|
(Decrease)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
19,474
|
|
|
$
|
16,957
|
|
|
$
|
2,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating costs
|
|
|
20,821
|
|
|
|
124,799
|
|
|
|
(103,978
|
)
|
General and administrative
|
|
|
126,999
|
|
|
|
141,479
|
|
|
|
(14,480
|
) |
Officer salaries
|
|
|
85,450
|
|
|
|
95,153
|
|
|
|
(9,703
|
) |
Salaries and wages
|
|
|
19,952
|
|
|
|
18,950
|
|
|
|
1,002
|
|
Bad debts (recoveries)
|
|
|
(240
|
)
|
|
|
-
|
|
|
|
(240
|
) |
Depreciation and amortization
|
|
|
5,737
|
|
|
|
238
|
|
|
|
5,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
|
258,719
|
|
|
|
380,619
|
|
|
|
(121,900
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Operating (Loss)
|
|
|
(239,245
|
)
|
|
|
(363,662
|
)
|
|
|
(124,417
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense)
|
|
|
15,981
|
|
|
|
14,656
|
|
|
|
1,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (Loss)
|
|
$
|
(223,264
|
)
|
|
$
|
(349,006
|
)
|
|
$
|
(125,742
|
)
|
Revenues:
During the three months ended March 31, 2012 and 2011, we received revenues primarily from licensing fees from our private networks, including the sale of in-home media and advertising fees. Aggregate revenues for the three months ended March 31, 2012 were $19,474 compared to revenues of $16,957 in the three months ended March 31, 2011, an increase in revenues of $2,517, or approximately 15%. Revenues from networks increased due to increased market saturation of our video content through our newly revamped websites and the Company’s existing media channels.
In addition to building and expanding our technology and revenues for the future through the development of a new e-commerce website that we launched in October of 2011, we began production during the three months ended March 31, 2012 on a series of three reality shows centered on a family that is in the Las Vegas nightlife and night club business, including the production of forty short video segments to be used to develop a new branded Channel Destination using the Company’s scalable platform. As of March 31, 2012, we have collected a total of $165,000 pursuant to the production of these pilot episodes; however, the revenue is deferred until delivery and acceptance of the completed pilot episodes in accordance with the individual-film-forecast-computation method.
Direct Operating Costs:
Direct operating costs were $20,821 for the three months ended March 31, 2012 compared to $124,799 for the three months ended March 31, 2011, a decrease of $103,978, or approximately 83%. Our direct operating costs decreased during the three months ended March 31, 2012 compared to the three months ended March 31, 2011 due to our shift in content development from our On-Demand and internet channels to the development of a series of three reality shows centered on a family that is in the Las Vegas nightlife and night club business, including the production of forty short video segments to be used to develop a new branded Channel Destination using the Company’s scalable platform. Our production costs incurred in the development of our content during the three months ended March 31, 2011 were expensed as incurred due to practical limitations applicable to monetizing our developed content over On-Demand networks, and the inability to be reasonably assured of the collectability of advertising or television license revenues, accordingly, the Company has expensed production costs related to the development of our On-Demand and internet-based content. During the three months ended March 31, 2012, the Company has deferred a total of $85,025 of television production costs for pilot episodes, which are to be expensed as revenues are recognized upon delivery and acceptance of the completed pilots using the individual-film-forecast-computation method for each television show produced. The Company has not recognized revenues from the creation of these pilot episodes yet. Accordingly, no production costs have been expensed as of March 31, 2012.
During the three months ending March 31, 2012 we granted 130,800 shares of common stock valued at $10,464 for video production services, while in the same period in 2011 we issued 265,000 shares valued at $50,350 for video production services.
General and Administrative:
General and administrative expenses were $126,999 for the three months ended March 31, 2012 compared to $141,479 for the three months ended March 31, 2011, a decrease of $14,480, or approximately 10%. The decrease in general and administrative expense for the three months ended March 31, 2012 compared to 2011 was due to decreased professional fees as we reigned in our operating activities and realized a reduction in our management personnel. During the three months ending March 31, 2012 we granted 870,800 shares of common stock valued at $29,665, of which 100,000 shares valued at $8,000 weren’t issued until May 14, 2012, and 450,000 stock options valued at $25,211 for information technology services and board of director services, while in the same period in 2011 we issued 120,000 shares valued at $22,680 for business development and administrative services.
Salaries and Wages:
Officer salaries was $85,450 for the three months ended March 31, 2012 compared to $95,153 for the three months ended March 31, 2011, a decrease of $9,703 or approximately 10%. The decrease in officer salaries was primarily due to the salary of the former President and COO incurred during March of 2011 that were not incurred in the same three month period ending March 31, 2012 pursuant to his resignation effective January 1, 2012.
Office salaries and wages expense was $19,952 for the three months ended March 31, 2012 compared to $18,950 for the three months ended March 31, 2011, an increase of $1,002, or approximately 5%.
The Company recorded non-cash payments on accrued salaries and wages totaling $92,000 and $34,220, during the three months ended March 31, 2012 and 2011, respectively, which included accrued salaries from prior periods. The non-cash payments consisted of 1,150,000 shares and -0- shares of common stock, recorded at fair value of $92,000 and $-0-, issued to officers for the three months ended March 31, 2012 and 2011, respectively, as well as, common stock options, recorded at fair value of $-0- and $34,220 for the three months ended March 31, 2012 and 2011, respectively.
Bad Debts (Recoveries):
Bad Debts (Recoveries) were $(240) for the three months ended March 31, 2012 compared to $-0- for the three months ended March 31, 2011, an increase of $240, or approximately 100%. The increase was due to the recovery of previously expensed allowances for uncollectable accounts recovered during the three months ended March 31, 2012 that was not present in the comparative three months ended March 31, 2011.
Depreciation and Amortization:
Depreciation and amortization expense was $5,737 for the three months ended March 31, 2012 compared to $238 for the three months ended March 31, 2011, an increase of $5,499, or approximately 2,311%. Depreciation expense increased due to the additional depreciation on the launch of our internet-based proprietary scalable technology platform in October of 2011 that was not in existence during the comparative three months ended March 31, 2011.
Other Income (Expense):
Other income (expense) was $15,981 for the three months ended March 31, 2012 compared to $14,656 for the three months ended March 31, 2011, an increase of $1,325, or approximately 9%. Other income increased primarily due to the recognition of a gain on sale of fixed assets of $5,250 during the three months ended March 31, 2012 that was not realized during the comparative three months ended March 31, 2011, and a reduction in debt forgiveness income realized in the three months ended March 31, 2011 that was not realized during the three months ended March 31, 2012.
Net Operating Loss:
Net operating loss for the three months ended March 31, 2012 was $239,245, or ($0.00) per share, compared to a net operating loss of $363,662 for the three months ended March 31, 2011, or ($0.01) per share, a decrease of $124,417 or 34%. Net operating loss decreased primarily as a result of our decreased direct operating costs in the three months ended March 31, 2012 compared to the same period in 2011, as we deferred $85,025 of financing costs in 2012 until we can recognize the related deferred revenue from the creation of our pilot episodes.
Net Loss:
The net loss for the three months ended March 31, 2012 was $223,264 compared to a net loss of $349,006 for the three months ended March 31, 2011, a decreased net loss of $125,742, or 36%. Net loss decreased primarily as a result of our decreased direct operating costs in the three months ended March 31, 2012 compared to the same period in 2011, as we deferred $85,025 of financing costs in 2012 until we can recognize the related deferred revenue from the creation of our pilot episodes, as well as a reduction in management salaries and related general and administrative expenses in the three months ended March 31, 2012 compared to the three months ended March 31, 2011.
LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes total assets, accumulated deficit, stockholders’ equity and working capital at March 31, 2012 compared to December 31, 2011.
|
|
March 31,
|
|
|
December 31,
|
|
|
Increase /
|
|
|
|
2012
|
|
|
2011
|
|
|
(Decrease)
|
|
Total Assets
|
|
$ |
239,138 |
|
|
$ |
181,851 |
|
|
$ |
57,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated (Deficit)
|
|
$ |
(20,955,192 |
) |
|
$ |
(20,731,928 |
) |
|
$ |
223,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity (Deficit)
|
|
$ |
(780,095 |
) |
|
$ |
(736,707 |
) |
|
$ |
43,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working Capital (Deficit)
|
|
$ |
(883,007 |
) |
|
$ |
(850,268 |
) |
|
$ |
32,739 |
|
Our principal source of operating capital has been provided from private sales of our common stock, revenues from operations, and debt and equity financings. At March 31, 2012, we had a negative working capital position of $883,007.
On April 20, 2012, the Company sold 120,000 shares of its common stock and an equal number of warrants, exercisable at $0.15 per share over a three year period pursuant to a unit offering in exchange for total proceeds of $12,000 received from the Company’s CEO. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.
On February 14, 2012, the Company sold 80,000 shares of its common stock and an equal number of warrants, exercisable at $0.15 per share over a three year period pursuant to a unit offering in exchange for total proceeds of $8,000 received from the Company’s CEO. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.
On January 15, 2012, the Company sold 250,000 shares of its common stock and an equal number of warrants, exercisable at $0.15 per share over a three year period pursuant to a unit offering in exchange for total proceeds of $25,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.
We have utilized these funds to expand our media distribution platforms and to continue production of original programming for our own distribution platforms, as well as our expanding distribution network. Although our revenues are expected to grow as we expand our operations, our revenues are not expected to exceed our investment and operating costs in the next twelve months, and we do not have funds sufficient to fund our operations at their current level for the next twelve months. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of operations. To address these risks, we must, among other things, seek growth opportunities through investment and acquisitions in our industry, effectively monitor and manage our claims for payments that are owed to us, implement and successfully execute our business strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. We cannot assure that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.
To conserve on the Company's capital requirements, the Company has issued shares in lieu of cash payments to outside consultants, and the Company expects to continue this practice. In the three months ending March 31, 2012, the Company granted 1,520,800 shares of common stock valued at $121,664 in lieu of cash payments to employees and outside consultants. In the three months ending March 31, 2011, the Company issued 250,000 shares of common stock valued at $49,400 in lieu of cash payments to employees and outside consultants. In the year ending December 31, 2011, the Company issued 2,317,599 shares of common stock valued at $420,178 in lieu of cash payments to employees and outside consultants, consisting of the value of common stock and common stock options, recorded at fair value. 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 2012.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our principal executive officer concluded that, as of the end of the period covered in this report, 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.
Inherent Limitations of Internal Controls
Our Principal Executive Officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. 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 simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
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 quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On May 14, 2012 the Company issued 50,000 shares of previously granted free trading common stock for professional services provided. The total fair value of the common stock was $4,000 based on the closing price of the Company’s common stock on the date of grant. The shares were granted and unissued as of March 31, 2012 and were presented as a subscription payable at March 31, 2012.
On May 14, 2012 the Company issued 50,000 shares of previously granted free trading common stock for Information Technology services provided. The total fair value of the common stock was $4,000 based on the closing price of the Company’s common stock on the date of grant. The shares were granted and unissued as of March 31, 2012 and were presented as a subscription payable at March 31, 2012.
On April 30, 2012 the Company granted 175,000 shares of restricted common stock to a consultant for video production services provided. The total fair value of the common stock was $8,750 based on the closing price of the Company’s common stock on the date of grant.
On April 30, 2012 the Company issued 500,000 shares of restricted common stock for business development services provided. The total fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant.
On April 30, 2012 the Company issued 500,000 shares of restricted common stock to another consultant for business development services provided. The total fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant.
On April 30, 2012 the Company’s Board of Directors granted the issuance of 500,000 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant.
On April 30, 2012 the Company’s Board of Directors granted the issuance of 500,000 shares of restricted common stock to the Company’s President of Programming as payment on accrued compensation. The total fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant.
On April 30, 2012 the Company issued 50,000 shares of free trading common stock for professional services provided. The total fair value of the common stock was $2,500 based on the closing price of the Company’s common stock on the date of grant.
On April 30, 2012 the Company issued 50,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $2,500 based on the closing price of the Company’s common stock on the date of grant.
On April 20, 2012, the Company sold 120,000 shares of its common stock and an equal number of warrants, exercisable at $0.15 per share over a three year period pursuant to a unit offering in exchange for total proceeds of $12,000 received from the Company’s CEO. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.
On April 18, 2012 the Company issued 600,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $42,000 based on the closing price of the Company’s common stock on the date of grant. The Company retained the right to re-purchase the shares for $42,000 during the next six months.
On February 29, 2012 the Company’s Board of Directors granted the issuance of 650,000 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $52,000 based on the closing price of the Company’s common stock on the date of grant.
On February 29, 2012 the Company’s Board of Directors granted the issuance of 500,000 shares of restricted common stock to the Company’s President of Programming as payment on accrued compensation. The total fair value of the common stock was $40,000 based on the closing price of the Company’s common stock on the date of grant.
On February 29, 2012 the Company granted 25,000 shares of restricted common stock to an employee as a bonus for services provided. The total fair value of the common stock was $2,000 based on the closing price of the Company’s common stock on the date of grant.
On February 29, 2012 the Company granted 15,000 shares of restricted common stock to an employee as a bonus for services provided. The total fair value of the common stock was $1,200 based on the closing price of the Company’s common stock on the date of grant.
On February 29, 2012 the Company granted 130,800 shares of restricted common stock to a consultant for video production services provided. The total fair value of the common stock was $10,464 based on the closing price of the Company’s common stock on the date of grant.
On February 29, 2012 the Company granted 100,000 shares of restricted common stock to a consultant for Information Technology services provided. The total fair value of the common stock was $8,000 based on the closing price of the Company’s common stock on the date of grant.
On February 14, 2012, the Company sold 80,000 shares of its common stock and an equal number of warrants, exercisable at $0.15 per share over a three year period pursuant to a unit offering in exchange for total proceeds of $8,000 received from the Company’s CEO. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.
On January 15, 2012, the Company sold 250,000 shares of its common stock and an equal number of warrants, exercisable at $0.15 per share over a three year period pursuant to a unit offering in exchange for total proceeds of $25,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.
The above securities were issued pursuant to the exemption from registration provided in Section 4(2) of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities
None
Not applicable
On March 12, 2012, Peter Heumiller resigned as President and COO. Pursuant to his departure he purchased certain equipment at the net book value, which approximated fair value for a total of $4,912. He also repaid a total of $11,299 of previously reimbursed moving costs and general expenses. In addition, Mr. Heumiller forfeited all unearned common stock grants and options, effective January 1, 2012. On May 16, 2012, a total of 361,765 of shares of common stock previously granted and delivered to Mr. Heumiller were voluntarily returned to treasury and cancelled. Mr. Heumiller’s decision to resign as President and COO was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
On January 18, 2012, Merrill Brown resigned as Director. Mr. Brown’s decision to resign as director was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
On January 13, 2012, Paul Chachko resigned as Chairman of the Board of Directors and Mark Bradley resumed the position. Pursuant to his departure 999,000 common stock options were forfeited. Mr. Chachko’s decision to resign as director was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
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.*
|
|
|
|
101.INS
|
|
XBRL Instance Document.*
|
|
|
|
101.SCH
|
|
XBRL Schema Document.*
|
|
|
|
101.CAL
|
|
XBRL Calculation Linkbase Document.*
|
|
|
|
101.DEF
|
|
XBRL Definition Linkbase Document.*
|
|
|
|
101.LAB
|
|
XBRL Labels Linkbase Document.*
|
|
|
|
101.PRE
|
|
XBRL Presentation Linkbase Document.*
|
* Filed herewith.
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: May 21, 2012
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|
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|
|
|
|
Players Network
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/s/ Mark Bradley
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Mark Bradley
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Chief Executive Officer
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(Principal Executive Officer and Principal Financial Officer)
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