Nevada
|
88-0343702
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification No.)
|
|
|
Page
|
PART
I
|
||
Special
Note Regarding Forward-Looking Statements
|
||
Item
1. Business
|
3
|
|
Item
2. Description of Property
|
16
|
|
Item
3. Legal Proceedings
|
17
|
|
Item
4. Submission of Matters to a Vote of Security Holders
|
17
|
|
PART
II
|
||
Item
5. Market for Common Equity, Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities
|
17
|
|
Item
6. Management’s Discussion and Analysis or Plan of Operation
|
21
|
|
Item
7. Financial Statements
|
25
|
|
Item
8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
25
|
|
Item
8A(T). Controls and Procedures
|
25
|
|
Item
8B. Other Information
|
27
|
|
PART
III
|
||
Item
9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
|
28
|
|
Item
10. Executive Compensation
|
32
|
|
Item
11. Security Ownership of Certain Beneficial Owners and Management
and
Related Stockholder Matters
|
34
|
|
Item
12. Certain Relationships and Related Transactions
|
34
|
|
Item
13. Exhibits
|
35
|
|
Item
14. Principal Accountant Fees and Services
|
36
|
|
Index
to Financial Statements
|
F-1
|
|
SIGNATURES
|
|
· |
increased
competitive pressures from existing competitors and new entrants;
|
· |
general
economic and business conditions, and trends in the travel and
entertainment industries;
|
· |
trends
in hotel/casino occupancy rates and business and leisure travel patterns,
including the potential impacts that wars, terrorist activities,
or other
geopolitical events might have on such occupancy rates and travel
patterns;
|
· |
uncertainties
inherent in our efforts to renew or enter into agreements on acceptable
terms with our significant hotel/casino customers;
|
· |
the
regulatory and competitive environment of the industry in which we
operate;
|
· |
the
potential impact that any negative publicity, lawsuits, or boycotts
by
opponents of gaming or other gaming related activities distributed
by us
could have on the willingness of hotel/casino industry participants
to
deliver such content to guests;
|
· |
the
potential for increased government regulation and enforcement actions,
and
the potential for changes in laws that would restrict or otherwise
inhibit
our ability to make gaming related programming content available
over our
network systems;
|
· |
increases
in interest rates or our cost of borrowing or a default under any
material
debt agreements;
|
· |
deterioration
in general or regional economic conditions;
|
· |
loss
of customers or sales weakness;
|
· |
competitive
threats posed by rapid technological changes;
|
· |
uncertainties
inherent in our ability to execute upgrades of video systems, including
uncertainties associated with operational, economic and other factors;
|
· |
the
ability of vendors to deliver required equipment, software and services;
|
· |
inability
to achieve future sales levels or other operating results;
|
· |
the
unavailability of funds for capital expenditures; and
|
· |
operational
inefficiencies in distribution or other systems.
|
· |
Gaming
(casino action, poker, sports and racing, card & board games,
lotteries);
|
· |
Entertainment
(Vegas-style shows, concerts, comedy, theater, nightclubs, gambling-themed
specials, movies and television
series);
|
· |
Events
(tournaments, competitions, conventions,
parties);
|
· |
Instruction,
information, reality shows and profiles (games & gaming education,
news & information, gambling-themed documentaries, biographies, etc.);
and
|
· |
Lifestyle
(travel, leisure and fine living, shopping, dining, cars, electronics,
fashion, problem gambling, etc.)
|
· |
Creating
a brand identity as “the trusted name in gaming entertainment, education,
information and services” that addresses the full spectrum of audience
demographics within the Gaming Lifestyle
Category;
|
· |
Building
an ever-expanding, valuable library of entertainment, instruction
and
information content that appeals to the “Player” in everyone for
distribution on all platforms;
|
· |
Leveraging
our various distribution channels as a mechanism to attract people
with
gaming interest with the goal of building a strong customer base
and
community;
|
· |
Gaining
a broad and diversified audience base through its distribution arrangement
with Comcast as well as other distribution channels, including linear
programming via digital cable, internet and broadband, wireless,
packaged
media, video games, mobile media through cell phones and I-pods,
radio,
publishing, and IPTV. In 2006 we entered into agreements with
Google/Google.UK and Yahoo that enables us to distribute our content
through sites operated by Google and Yahoo, including
YouTube.
|
· |
Harnessing
the power of the media in order to provide customized media solutions
and
marketing services for key Lifestyle Category companies, principally
major
Las Vegas Casino Properties. Players Network uses its strong relationships
in the Gaming Industry to lock in special trade relationships that
can
contribute to content, advertising, VIP Services, and club amenities
which
will solidify Players Network’s credibility in the
category;
|
· |
Grow
the Company’s robust, proprietary database of gaming enthusiasts, and
create lifestyle communities by offering deals, discounts, and prizes
to
its customers, while marketing its strategic partners and sponsors;
|
· |
Offering
advertisers a new content category with creative cross-platform
advertising/sponsorship packages, at reasonable rates, in an environment
of unique, sexy content surrounded by sizzling attitude, that delivers
desirable demographics;
|
· |
Expanding
its production and operations infrastructure to include a Digital
Asset
Management System (DAMS) that will enable Players Network to: 1)
accommodate any distribution platform immediately, 2) manage and
fully
exploit the value of all produced and acquired content in Players
Network’s own library (and for third-parties with digital assets)
including re-purposing content for all
platforms
|
· |
Continuing
to build a lean management team with proven experience that can move
quickly, control costs, rapidly create a broad range of high-quality
content, and leverage significant, long-term relationships in the
media,
entertainment and gaming industries allowing the company to accelerate
its
market leadership.
|
· |
Manage
relationships with various strategic partners and other third
parties;
|
· |
Hire
and retain skilled personnel necessary to support our
business;
|
· |
Train
and manage a growing employee base;
and
|
· |
Continually
develop our financial and information management
systems.
|
· |
Approximately,
266,500 shares of our common stock available for issuance under our
2004
Non-Qualified Stock Plan; and
|
· |
Options
and warrants to purchase approximately 9.9 million unregistered shares
of
common stock had been issued as of the date of this Annual Report.
|
· |
The
depth and liquidity of the markets for our common
stock;
|
· |
Investor
perception of us and the industry in which we
participate;
|
· |
General
economic and market conditions;
|
· |
Responses
to quarter-to-quarter variations in operating
results;
|
· |
Failure
to meet securities analysts'
estimates;
|
· |
Changes
in financial estimates by securities
analysts;
|
· |
Conditions,
trends or announcements in our
industry;
|
· |
Announcements
of significant acquisitions, strategic alliances, joint ventures
or
capital commitments by us or our
competitors;
|
· |
Additions
or departures of key personnel;
|
· |
Sales
of our common stock;
|
· |
Accounting
pronouncements or changes in accounting rules that affect our financial
statements; and
|
· |
Other
factors and events beyond our
control.
|
COMMON STOCK MARKET
PRICE
|
|||||||
HIGH
|
LOW
|
||||||
FISCAL
YEAR ENDED DECEMBER 31, 2007:
|
|||||||
Fourth
Quarter
|
$
|
0.23
|
$
|
0.01
|
|||
Third
Quarter
|
$
|
0.26
|
$
|
0.13
|
|||
Second
Quarter
|
$
|
0.32
|
$
|
0.12
|
|||
First
Quarter
|
$
|
0.23
|
$
|
0.12
|
|||
FISCAL
YEAR ENDED DECEMBER 31, 2006:
|
|||||||
Fourth
Quarter
|
$
|
0.25
|
$
|
0.14
|
|||
Third
Quarter
|
$
|
0.28
|
$
|
0.16
|
|||
Second
Quarter
|
$
|
0.26
|
$
|
0.12
|
|||
First
Quarter
|
$
|
0.44
|
$
|
0.14
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and
rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
|
|||||||
Equity
Compensation Plans approved by security holders
|
--
|
--
|
--
|
|||||||
Equity
compensation plans not approved by security holders (1)
|
8,776,499
|
$
|
0.29
|
266,500
|
||||||
Total:
|
8,776,499
|
$
|
0.29
|
266,500
|
For the Years Ended
|
|
December 31,
|
|
Increase /
|
||||||
|
|
2007
|
|
2006
|
|
(Decrease)
|
||||
Revenues
|
$
|
326,159
|
$
|
230,853
|
$
|
95,306
|
||||
|
||||||||||
Direct
operating costs
|
313,938
|
219,904
|
94,034
|
|||||||
General
and administrative expenses
|
322,911
|
621,208
|
(298,297
|
)
|
||||||
Bad
debt
|
2,000
|
30,000
|
(28,000
|
)
|
||||||
Salaries
and wages
|
565,816
|
621,478
|
(55,662
|
)
|
||||||
Consulting
services
|
724,277
|
727,812
|
(3,535
|
)
|
||||||
Rent
|
69,769
|
81,612
|
(11,843
|
)
|
||||||
Depreciation
and amortization
|
29,702
|
54,526
|
(24,824
|
)
|
||||||
|
||||||||||
Total
Operating Expenses
|
2,028,413
|
2,356,540
|
(328,127
|
)
|
||||||
|
||||||||||
Net
Operating (Loss)
|
(1,702,254
|
)
|
(2,125,687
|
)
|
(423,433
|
)
|
||||
Total
other income (expense)
|
(95,178
|
)
|
(28,773
|
)
|
66,405
|
|||||
|
||||||||||
Net
(Loss)
|
$
|
(1,797,432
|
)
|
$
|
(2,154,460
|
)
|
$
|
(357,028
|
)
|
December 31, 2007
|
|
December 31, 2006
|
|||||
Total
Assets
|
$
|
104,944
|
|
$
|
89,094
|
||
|
|||||||
Accumulated
(Deficit)
|
$
|
(15,119,215
|
)
|
$
|
(13,321,783
|
)
|
|
|
|||||||
Stockholders’
Equity
|
$
|
(1,008,237
|
)
|
$
|
(1,028,753
|
)
|
|
|
|||||||
Working
Capital (Deficit)
|
$
|
(583,531
|
)
|
$
|
(640,225
|
)
|
Name
|
Age
|
Position
|
Director
Since
|
|||
Mark
Bradley
|
44
|
Chief
Executive Officer, Principal Financial Officer and
Director
|
1993
|
|||
Michael
Berk
|
60
|
President
of Programming and Director
|
2000
|
|||
Doug
Miller
|
55
|
Director
|
2005
|
|||
Morden
C. Lazarus
|
62
|
Director
|
2005
|
|||
Terry
Joseph Debono
|
49
|
Director
|
2007
|
· |
Honest
and ethical conduct, including the ethical handling of actual or
apparent
conflicts of interest between personal and professional relationships;
|
· |
Full,
fair, accurate, timely and understandable disclosure in reports
and
documents that are filed with, or submitted to, the Commission
and in
other public communications made by an
issuer;
|
· |
Compliance
with applicable governmental laws, rules and regulations;
|
· |
The
prompt internal reporting of violations of the code to an appropriate
person or persons identified in the code; and
|
· |
Accountability
for adherence to the code.
|
Name
(a)
|
Year
|
Stock Awards
($)
(c)
|
Option
Awards ($)
(d)
|
All Other
Compensation
($)
(g)(1)
|
Total
($)
(h)
|
|||||||||||
Doug
Miller (1)
|
2007
|
$
|
15,600
|
$
|
9,148
|
$
|
-0-
|
$
|
24,748
|
|||||||
Dr.
Joost Van Adelsberg(2)
|
2007
|
$
|
-0-
|
$
|
-0-
|
$
|
-0-
|
$
|
-0-
|
|||||||
Morden
C. Lazarus (3)
|
2007
|
$
|
2,400
|
$
|
-0-
|
$
|
-0-
|
$
|
2,400
|
|||||||
Terry
Debono (4)
|
2007
|
$
|
25,000
|
$
|
8,245
|
$
|
-0-
|
$
|
33,245
|
Name
and
Principal Position (a)
|
Year
(b)
|
Salary
(c)
$
|
Stock
Awards (e)(1)
$
|
Option
Awards (f)(1)
$
|
All
Other Compensation
$
|
Total
Compensation $
|
|||||||||||||
Mark
Bradley, CEO
|
2007
|
$
|
94,794
|
$
|
135,206
|
$
|
30,821
|
$
|
-0-
|
$
|
260,821
|
||||||||
2006
|
$
|
76,500
|
$
|
118,100
|
$
|
94,217
|
$
|
-0-
|
$
|
288,817
|
|||||||||
Michael
Berk, President of Programming
|
2007
|
$
|
90,376
|
$
|
139,624
|
$
|
30,821
|
$
|
-0-
|
$
|
260,821
|
||||||||
2006
|
$
|
37,850
|
$
|
127,833
|
$
|
94,217
|
$
|
-0-
|
$
|
259,900
|
Name
(a)
|
Number
of
Securities Underlying Unexercised Options (#)
Exercisable
(b)(1)
|
Number
of
Securities Underlying Unexercised Options (#)
Unexercisable
(c)
|
Option
Exercise Price ($)
(e)
|
Option
Expiration Date (f)
|
Number
of Shares or Units of Stock That Have Not Vested (#)
(f)
|
Market
Value of Shares or Units of Stock That Have Not Vested ($)
(g)
|
|||||||||||||
Mark
Bradley
|
300,000
|
—
|
0.30
|
5/25/2008
|
—
|
—
|
|||||||||||||
250,000
|
—
|
0.25
|
2/25/2009
|
—
|
—
|
||||||||||||||
Michael
Berk
|
400,000
|
—
|
0.30
|
5/25/2008
|
—
|
—
|
|||||||||||||
250,000
|
—
|
0.25
|
2/25/2009
|
—
|
—
|
Common
Stock
|
Series
A Preferred Stock
|
||||||||||||
Name
of Beneficial Owner (1)
|
Number
of
Shares
|
Percentage
of Class(2) |
Number
of
Shares
|
Percentage
of Class(3) |
|||||||||
Mark
Bradley, CEO and Director
|
6,159,779(4
|
)
|
20.2
|
%
|
400,000
|
50
|
%
|
||||||
Michael
Berk, President of Programming and Director
|
2,965,165(5
|
)
|
9.7
|
%
|
400,000
|
50
|
%
|
||||||
Doug
Miller, Director(6)
|
400,000
|
1.3
|
%
|
-
|
-
|
||||||||
Morden
C. Lazarus, Director(7)
|
266,000
|
*
|
-
|
-
|
|||||||||
Terry
J. Debono, Director(8)
|
343,000
|
1.2
|
%
|
-
|
-
|
||||||||
Directors
and Officers as a Group (5 persons)
|
10,133,944(9
|
)
|
33.9
|
%
|
800,000
|
100
|
%
|
3.1(1)
|
Articles
of Incorporation, filed with the Commission on February 7,
2000.
|
|
|
3.2(1)
|
Bylaws
of the Company, filed with the Commission on February 7,
2000.
|
|
|
3.3(4)
|
Certificate
of Amendment of Articles of Incorporation adopting name change
to Players
Network filed with the Nevada Secretary of State on June 9,
1994.
|
|
|
3.4(5)
|
Certificate
of Amendment of Articles of Incorporation Increasing the Authorized
Stock
filed June 4, 2007
|
4.1(2)
|
2004
Non-Qualified Stock Option Plan.
|
|
|
4.2(3)
|
2006
Non-Qualified Attorneys & Accountants Stock Compensation
Plan.
|
|
|
4.3
(6)
|
Certificate
of Designation for Series A Preferred Stock filed July 24,
2007.
|
10.1(4)
|
Distribution
Agreement between the Company and Comcast Programming Development,
Inc.
dated October 10, 2005. **
|
|
|
10.2(4)
|
Employment
Agreement dated January 1, 2005 for Mark Bradley
Feldgreber.
|
|
|
10.3(4)
|
Employment
Agreement dated January 1, 2005 for Michael Berk.
|
|
|
10.4(7)
|
Subscription
Agreement dated as of October 10, 2007 by and between the Company
and
Timothy
Sean Shiah
|
23.1*
|
Consent
of Weaver & Martin LLC.
|
|
|
31.1*
|
Certification
of Mark Bradley, CEO and Principal Accounting Officer pursuant
to Section
302 of the Sarbanes-Oxley Act.
|
|
|
32.1*
|
Certification
of Mark Bradley, CEO and Principal Accounting Officer pursuant
to Section
906 of the Sarbanes-Oxley Act.
|
|
2007
|
2006
|
|||||
Audit
fees:
|
|||||||
Weaver
& Martin, LLC
|
$
|
13,500
|
$
|
—
|
|||
Beckstead
and Watts, LLP
|
—
|
25,500
|
|||||
Audit-related
fees:
|
—
|
—
|
|||||
Weaver
& Martin, LLC
|
12,000
|
—
|
|||||
Tax
fees:
|
—
|
—
|
|||||
All
other fees:
|
—
|
—
|
|||||
Total
fees paid or accrued to our principal accountant
|
$
|
25,500
|
$
|
25,500
|
Report
of Independent Registered Public Accounting Firm - Weaver and Martin,
LLC
|
F-2
|
|
|
|
|
Balance
Sheets as of December 31, 2007 and 2006
|
F-3
|
|
|
|
|
Statements
of Operations for the years ended December 31, 2007 and
2006
|
F-4
|
|
|
|
|
Statements
of Changes in Stockholders' Equity for the years ended December 31,
2007
and 2006
|
F-5
|
|
|
|
|
Statements
of Cash Flow for the years ended December 31, 2007 and
2006
|
F-6
|
|
|
|
|
Notes
to Financial Statements
|
F-7
|
|
Certified
Public Accountants &
Consultants
|
|
411
Valentine, Suite 300
|
|
Kansas
City, Missouri 64111
|
|
Phone:
(816) 756-5525
|
|
Fax:
(816) 756-2252
|
2007
|
2006
|
||||||
Assets
|
|||||||
Current
assets:
|
|||||||
Cash
|
$
|
69,959
|
$
|
16,507
|
|||
Accounts
receivable, net of allowance for doubtful accounts of $32,947
and
$32,947
|
17,852
|
4,250
|
|||||
Prepaid
expenses and other current assets
|
11,839
|
1,865
|
|||||
Total
current assets
|
99,650
|
22,622
|
|||||
Fixed
assets, net
|
5,294
|
66,472
|
|||||
$
|
104,944
|
$
|
89,094
|
||||
Liabilities
and Stockholders' Equity (Deficit)
|
|||||||
Current
liabilities:
|
|||||||
Deferred
revenues
|
$
|
33,333
|
$
|
-
|
|||
Accrued
expenses
|
303,173
|
166,011
|
|||||
Accounts
payable
|
341,675
|
496,836
|
|||||
Current
maturities of long term debt
|
5,000
|
-
|
|||||
Total
current liabilities
|
683,181
|
662,847
|
|||||
Long
Term Debt
|
430,000
|
455,000
|
|||||
Stockholders'
equity (deficit):
|
|||||||
Preferred
stock, $0.001 par value, 2,000,000 shares authorized; 800,000
shares
issued and outstanding
|
800
|
-
|
|||||
Common
stock, $0.001 par value, 150,000,000 shares authorized; 29,267,569
and
22,209,351 shares issued and outstanding at December 31, 2007
and
2006
|
29,267
|
22,209
|
|||||
Shares
owed & unissued, -0- and 1,277,000, respectively
|
-
|
1,277
|
|||||
Additional
paid-in capital
|
14,262,442
|
12,463,596
|
|||||
Prepaid
share-based compensation
|
(96,826
|
)
|
(54,179
|
)
|
|||
Unamortized
beneficial conversion feature of long term debt
|
(84,705
|
)
|
(139,873
|
)
|
|||
Accumulated
(deficit)
|
(15,119,215
|
)
|
(13,321,783
|
)
|
|||
(1,008,237
|
)
|
(1,028,753
|
)
|
||||
$
|
104,944
|
$
|
89,094
|
2007
|
2006
|
||||||
Revenue
|
|||||||
Network
|
$
|
62,577
|
$
|
17,445
|
|||
Production
and other
|
263,582
|
213,408
|
|||||
Total
revenue
|
326,159
|
230,853
|
|||||
Expenses:
|
|||||||
Direct
operating costs
|
313,938
|
219,904
|
|||||
General
and administrative
|
322,911
|
621,208
|
|||||
Bad
debt
|
2,000
|
30,000
|
|||||
Officer
salaries and wages
|
460,000
|
548,717
|
|||||
Salaries
and wages
|
105,816
|
72,761
|
|||||
Consulting
services
|
724,277
|
727,812
|
|||||
Rent
|
69,769
|
81,612
|
|||||
Depreciation
and amortization
|
29,702
|
54,526
|
|||||
Total
operating expenses
|
2,028,413
|
2,356,540
|
|||||
Net
operating (loss)
|
(1,702,254
|
)
|
(2,125,687
|
)
|
|||
Other
income (expense):
|
|||||||
Interest
expense, net
|
(35,058
|
)
|
(20,765
|
)
|
|||
Financing
costs,
|
(63,203
|
)
|
-
|
||||
Amortization
of beneficial conversion feature
|
(55,168
|
)
|
(28,079
|
)
|
|||
Loss
on disposal of fixed assets
|
(31,477
|
)
|
-
|
||||
Forgiveness
of debt
|
89,728
|
20,071
|
|||||
Total
other income (expenses)
|
(95,178
|
)
|
(28,773
|
)
|
|||
Net
(loss)
|
$
|
(1,797,432
|
)
|
$
|
(2,154,460
|
)
|
|
Weighted
average number of common
shares
outstanding - basic and fully diluted
|
26,330,539
|
20,339,253
|
|||||
Net
(loss) per share - basic and fully diluted
|
$
|
(0.07
|
)
|
$
|
(0.11
|
)
|
|
|
Shares
|
Additional
|
Prepaid
|
Unamortized
|
Stockholders'
|
|||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Owed &
|
Paid-in
|
Share-Based
|
Beneficial
|
Accumulated
|
Equity
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Unissued
|
Capital
|
Compensation
|
Conversion Feature
|
(Deficit)
|
(Deficit)
|
||||||||||||||||||||||
Balance,
December 31, 2005
|
-
|
$
|
-
|
19,443,685
|
$
|
19,443
|
$
|
30
|
$
|
11,046,936
|
$
|
(5,005
|
)
|
$
|
-
|
$
|
(11,167,323
|
)
|
$
|
(105,919
|
)
|
||||||||||
Shares
issued for cash
|
-
|
-
|
850,000
|
850
|
-
|
126,650
|
-
|
-
|
-
|
127,500
|
|||||||||||||||||||||
Shares
issued for services
|
-
|
-
|
1,124,000
|
1,124
|
580
|
347,736
|
-
|
-
|
-
|
349,440
|
|||||||||||||||||||||
Shares
issued for compensation, related party
|
-
|
-
|
791,666
|
792
|
667
|
258,924
|
-
|
-
|
-
|
260,383
|
|||||||||||||||||||||
Options
granted for services
|
-
|
-
|
-
|
-
|
-
|
515,398
|
(49,174
|
)
|
-
|
-
|
466,224
|
||||||||||||||||||||
Beneficial
conversion feature of convertible debt
|
-
|
-
|
-
|
-
|
-
|
167,952
|
-
|
(167,952
|
)
|
-
|
-
|
||||||||||||||||||||
Amortization
of beneficial conversion feature
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
28,079
|
-
|
28,079
|
|||||||||||||||||||||
Net
(loss) for the year ended December 31, 2006
|
|
|
|
|
|
|
|
|
(2,154,460
|
)
|
(2,154,460
|
)
|
|||||||||||||||||||
Balance,
December 31, 2006
|
-
|
-
|
22,209,351
|
22,209
|
1,277
|
12,463,596
|
(54,179
|
)
|
(139,873
|
)
|
(13,321,783
|
)
|
(1,028,753
|
)
|
|||||||||||||||||
Shares
issued for cash
|
-
|
-
|
2,481,333
|
2,481
|
-
|
469,719
|
-
|
-
|
-
|
472,200
|
|||||||||||||||||||||
Shares
issued for services
|
-
|
-
|
2,547,403
|
2,548
|
(610
|
)
|
434,086
|
(27,500
|
)
|
-
|
-
|
408,524
|
|||||||||||||||||||
Shares
issued for compensation, related party
|
800,000
|
800
|
1,852,313
|
1,852
|
(667
|
)
|
345,844
|
-
|
-
|
-
|
347,829
|
||||||||||||||||||||
Options
granted for services
|
-
|
-
|
-
|
-
|
-
|
380,561
|
(69,326
|
)
|
-
|
-
|
311,235
|
||||||||||||||||||||
Options
granted for services, related party
|
-
|
-
|
-
|
-
|
-
|
79,035
|
-
|
-
|
-
|
79,035
|
|||||||||||||||||||||
Warrants
extended, financing cost
|
-
|
-
|
-
|
-
|
-
|
63,203
|
-
|
-
|
-
|
63,203
|
|||||||||||||||||||||
Shares
issued for debt conversion
|
-
|
-
|
177,169
|
177
|
-
|
26,398
|
-
|
-
|
-
|
26,575
|
|||||||||||||||||||||
Amortization
of prepaid share-based compenation
|
-
|
-
|
-
|
-
|
-
|
-
|
54,179
|
-
|
-
|
54,179
|
|||||||||||||||||||||
Amortization
of beneficial conversion feature
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
55,168
|
-
|
55,168
|
|||||||||||||||||||||
Net
(loss) for the year ended December 31, 2007
|
|
|
|
|
|
|
|
|
(1,797,432
|
)
|
(1,797,432
|
)
|
|||||||||||||||||||
Balance,
December 31, 2007
|
800,000
|
$
|
800
|
29,267,569
|
$
|
29,267
|
$
|
-
|
$
|
14,262,442
|
$
|
(96,826
|
)
|
$
|
(84,705
|
)
|
$
|
(15,119,215
|
)
|
$
|
(1,008,237
|
)
|
2007
|
2006
|
||||||
Cash
flows from operating activities
|
|||||||
Net
(loss)
|
$
|
(1,797,432
|
)
|
$
|
(2,154,460
|
)
|
|
Adjustments
to reconcile net (loss) to net cash (used) by operating
activities:
|
|||||||
Bad
debts expense
|
2,000
|
30,000
|
|||||
Depreciation
and amortization expense
|
29,701
|
54,526
|
|||||
Loss
on disposal of fixed assets
|
31,477
|
-
|
|||||
Forgiveness
of debt
|
(89,728
|
)
|
(20,071
|
)
|
|||
Amortization
of beneficial conversion feature
|
55,168
|
28,079
|
|||||
Stock
issued for services
|
408,524
|
349,440
|
|||||
Stock
issued for compensation, related party
|
347,829
|
260,383
|
|||||
Options
and warrants granted for services
|
507,652
|
466,224
|
|||||
Decrease
(increase) in assets:
|
|||||||
Accounts
receivable
|
(15,602
|
)
|
17,740
|
||||
Prepaid
expenses and other current assets
|
(9,974
|
)
|
11,918
|
||||
Increase
(decrease) in liabilities:
|
|||||||
Deferred
revenues
|
33,333
|
-
|
|||||
Accounts
payable
|
(65,433
|
)
|
226,872
|
||||
Accrued
expenses
|
16,039
|
(27,360
|
)
|
||||
Accrued
expenses, related party
|
122,698
|
137,331
|
|||||
Net
cash (used) by operating activities
|
(423,748
|
)
|
(619,378
|
)
|
|||
Cash
flows from financing activities
|
|||||||
Proceeds
from long term debt
|
12,500
|
455,000
|
|||||
Repayment
of long term debt
|
(7,500
|
)
|
-
|
||||
Proceeds
from sale of common stock
|
472,200
|
127,500
|
|||||
Net
cash provided in financing activities
|
477,200
|
582,500
|
|||||
Net
decrease (increase) in cash
|
53,452
|
(36,878
|
)
|
||||
Cash
- beginning
|
16,507
|
53,385
|
|||||
Cash
- ending
|
$
|
69,959
|
$
|
16,507
|
|||
Supplemental
disclosures:
|
|||||||
Interest
paid
|
$
|
6,792
|
$
|
20,765
|
|||
Income
taxes paid
|
$
|
-
|
$
|
-
|
|||
Non-cash
transactions:
|
|||||||
Stock
issued for services
|
$
|
408,524
|
$
|
349,440
|
|||
Stock
issued for services, related party
|
$
|
347,829
|
$
|
260,383
|
|||
Stock
options and warrants issued for services
|
$
|
507,652
|
$
|
466,224
|
Video
Filming and broadcast equipment
|
10
years
|
|
Computer
and office equipment
|
3-7
years
|
December
31,
|
|||||||
2007
|
2006
|
||||||
Video
filming and broadcast equipment
|
$
|
-
|
$
|
456,701
|
|||
Computers
and office equipment
|
20,828
|
95,013
|
|||||
20,828
|
551,714
|
||||||
Less
accumulated depreciation
|
(15,534
|
)
|
(485,242
|
)
|
|||
$
|
5,294
|
$
|
66,472
|
2007
|
2006
|
||||||
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 June 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
|
|||||
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
|
|||||
Total
debt
|
430,000
|
455,000
|
|||||
Less:
current portion
|
-
|
-
|
|||||
Long-term
debt, less current portion
|
$
|
430,000
|
$
|
455,000
|
2007
|
$
|
-
|
||
2008
|
-
|
|||
2009
|
430,000
|
|||
2010
|
-
|
|||
2011
|
-
|
|||
Thereafter
|
-
|
|||
$
|
430,000
|
As of December 31,
|
|||||||
2007
|
2006
|
||||||
Deferred
tax assets:
|
|||||||
Net
operating loss carry forwards
|
$
|
3,115,000
|
$
|
2,730,000
|
|||
Net
deferred tax assets before valuation allowance
|
3,115,000
|
2,730,000
|
|||||
Less:
Valuation allowance
|
(3,115,000
|
)
|
(2,730,000
|
)
|
|||
Net
deferred tax assets
|
$
|
-
|
$
|
-
|
As of December 31,
|
|||||||
2007
|
2006
|
||||||
Federal
and state statutory rate
|
35
|
%
|
35
|
%
|
|||
Change
in valuation allowance on deferred tax assets
|
(35
|
)%
|
(35
|
)%
|
Shares
Underlying Options Outstanding
|
Shares
Underlying
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 - 0.78
|
8,776,499
|
2.44
years
|
$
|
0.29
|
8,776,499
|
$
|
0.29
|
|
2007
|
2006
|
|||||
Average
risk-free interest rates
|
4.20
|
%
|
5.07
|
%
|
|||
Average
expected life (in years)
|
2.44
|
1.76
|
|||||
Volatility
|
203
|
%
|
150
|
%
|
|
Weighted
|
||||||
|
Average
|
||||||
|
Number
|
Exercise
|
|||||
|
Of Shares
|
Price
|
|||||
Balance,
December 31, 2006
|
4,411,836
|
$
|
0.34
|
||||
Expired
in 2007
|
(1,183,336
|
)
|
(0.40
|
)
|
|||
Cancelled
in 2007
|
(200,000
|
)
|
(0.25
|
)
|
|||
Options
granted
|
5,747,999
|
0.29
|
|||||
Options
exercised
|
-0-
|
-0-
|
|||||
Balance,
December 31, 2007
|
8,776,499
|
0.29
|
|||||
Exercisable,
December 31, 2007
|
8,776,499
|
$
|
0.29
|
Year Ending
December 31,
|
Amount
|
|||
2008
|
$
|
12,096
|
|
PLAYERS
NETWORK
|
|
|
||
|
By:
|
/s/
Mark Bradley
|
Date:
April 14, 2008
|
Mark
Bradley, Chief Executive Officer
|
Name
|
|
Title
|
Date
|
|
/s/
Mark Bradley
|
|
Director
& Chief Executive Officer (Principal
|
|
April
14, 2008
|
Mark
Bradley
|
Executive
Officer, Principal Financial
Officer & Principal Accounting Officer) |
|||
/s/
Michael Berk
|
|
Director
and President of Programming
|
April
14, 2008
|
|
Michael
Berk
|
||||
/s/
Morden Lazarus
|
Director
|
April
14, 2008
|
||
Morden
Lazarus
|
||||
/s/
Doug Miller
|
Director
|
April
14, 2008
|
||
Doug
Miller
|
||||
/s/
Terry Debono
|
Director
|
April
14, 2008
|
||
Terry
Debono
|