UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-84565
PLAYERS NETWORK
(Exact name of small business issuer as specified in its charter)
|
Nevada |
88-0343702 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
4620 Polaris Avenue
Las Vegas, Nevada 89103
(Address of principal executive offices)
(702) 895-8884
(Issuer's telephone number)
Check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 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 ____
The number of shares of Common Stock, $0.001 par value, outstanding on March 31, 2005, was 15,570,892 shares.
Transitional Small Business Disclosure Format (check one):
Yes No X
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
Players Network
Balance Sheet
|
|
March 31, 2005 (unaudited) |
|
|
Assets |
||
|
|
||
|
Current assets: |
||
|
Cash |
$ |
27,493 |
|
Accounts receivable, net |
|
100,398 |
|
Total current assets |
132,106 |
|
|
|
||
|
Fixed assets, net |
|
156,883 |
|
|
||
|
Total assets |
$ |
288,988 |
|
|
||
|
Liabilities and Stockholders' Equity |
||
|
|
||
|
Current liabilities: |
||
|
Accounts payable |
$ |
210,238 |
|
Accrued compensation - related party |
|
16,500 |
|
Total liabilities |
|
226,738 |
|
|
||
|
Stockholders' equity |
||
|
Common stock, $.001 par value, 25,000,000 shares authorized, 15,570,892 shares issued and outstanding at March 31, 2005 |
15,571 |
|
|
Additional paid-in capital |
7,835,579 |
|
|
Accumulated (deficit) |
|
(7,788,899) |
|
|
|
62,251 |
|
|
||
|
|
$ |
288,989 |
1
Players Network
Statements of Operations
(unaudited)
|
Three months ended |
||||
|
March 31, |
||||
|
2005 |
2004 |
|||
| Revenue | ||||
| Network |
$ |
35,180 |
$ |
21,598 |
| Advertising |
20,161 |
- |
||
| Production and other |
25,625 |
31,069 |
||
| Total revenue |
80,966 |
52,667 |
||
| Expenses: | ||||
| Cost of production |
20,822 |
20,746 |
||
| General and administrative expenses |
138,009 |
175,399 |
||
| Depreciation and amortization |
12,701 |
77,932 |
||
| Total expense |
171,533 |
274,077 |
||
| Net operating (loss) |
(90,567) |
(221,410) |
||
| Other (Expenses): | ||||
| Interest expense |
(576) |
(1,457) |
||
| Net (loss) |
$ |
(91,143) |
$ |
(222,867) |
| Weighted average number of common shares outstanding - basic and fully diluted |
15,232,892 |
13,744,195 |
||
| Net (loss) per share - basic and fully diluted |
$ |
(0.01) |
$ |
(0.02) |
2
Players Network
Statements of Cash Flows
(unaudited)
|
Three months ended |
||||
|
March 31, |
||||
|
2005 |
2004 |
|||
| Cash flows from operating activities | ||||
| Net (loss) |
$ |
(91,143) |
$ |
(222,867) |
| Depreciation |
12,701 |
77,932 |
||
| Stock issued for services |
28,000 |
- |
||
| Net change in unused barter credits |
5,000 |
|||
| Changes in: | ||||
| Accounts receivable |
13,375 |
17,318 |
||
| Other current assets |
(4,215) |
2,559 |
||
| Accounts payable |
(13,444) |
41,009 |
||
| Accrued expenses |
(7,092) |
3,635 |
||
| Accrued expenses - related party |
16,500 |
20,236 |
||
| Deferred revenue |
- |
85,498 |
||
| Net cash (used) or provided by operating activities |
(45,318) |
30,320 |
||
| Cash flows from investing activities | ||||
| Assets acquired |
(1,182) |
300 |
||
| Cash flows from financing activities | ||||
| Proceeds from common stock sales |
65,000 |
- |
||
| Net increase in cash |
18,499 |
30,620 |
||
| Cash - beginning |
8,894 |
6,799 |
||
| Cash - ending |
$ |
27,493 |
$ |
37,419 |
| Supplemental disclosures: | ||||
| Interest paid |
$ |
497 |
$ |
- |
| Income taxes paid |
$ |
- |
$ |
- |
3
Players Network
Notes to Financial Statements
Note 1 - Basis of Presentation
The balance sheet of The Players Network (PNTV) as of March 31, 2005, and the related statements of operations and cash flows for the three-month periods ended March 31, 2005 and 2004 have been prepared by PNTV without audit. In the opinion of management, the accompanying financial statements include all adjustments consisting of normal, recurring adjustments necessary to summarize fairly PNTV's financial position and results of operations. The results of operations for the current periods are not necessarily indicative of the results of operations for the full year or any other interim period. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2004 as reported in Form 10-KSB, have been omitted.
Note 2 - Stockholders equity
During the first quarter of 2005, PNTV sold 260,000 shares for $65,000, issued 125,000 shares for services valued at $28,000, and issued 292,235 shares to its CEO and majority shareholder for accrued salary payable of $56,448.
On April 20, 2005, PNTV agreed to purchase a database of individual names and addresses for $3,000,000 payable in the form of a royalty based on 50% of all net income generated as a direct result of the database. Upon final payment of the initial purchase price, royalty payments will continue to be paid at a rate of 20% of net income and shall continue in perpetuity. In addition, the seller will be issued a warrant to purchase 100,000 shares of PNTV's common stock exercisable at $0.30 per share for a period of 36 months upon execution of the agreement.
On April 22, 2005, PNTV issued options to purchase 406,500 shares of its common stock at a weighted average exercise price of $0.29 per share. The estimated value of the options, using the Black-Scholes pricing model, is $7,600.
4
FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words "may," "could," "estimate," "intend," "continue," "believe," "expect" or "anticipate" or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:
increased competitive pressures from existing competitors and new entrants;
increases in interest rates or our cost of borrowing or a default under any material debt agreements;
deterioration in general or regional economic conditions;
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
loss of customers or sales weakness;
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.
For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see "Factors That May Affect Our Results of Operation" in this document and in our Annual Report on Form 10-KSB for the year ended December 31, 2004.
5
Item 2. Management's Discussion and Analysis of Financial Condition and results of Operations.
This report contains forward-looking statements. Actual results and events could differ materially from those projected, anticipated, or implicit, in the forward-looking statements as a result of the risk factors set forth below and elsewhere in this report.
With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements concerning anticipated trends in revenues and net income, projections concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein.
Critical Accounting Policies
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements; we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments:
Stock-Based Compensation
In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for the Company in the first interim or annual reporting period beginning after December 15, 2005. The Company expects the adoption of this standard will have a material impact on its financial statements assuming employee stock options are granted in the future.
6
Revenue Recognition
For revenue from product sales, the Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Overview
We were originally incorporated in the State of Nevada in March of 1993 under the name Players Network. We produce television programming and videos related to gaming instruction and information for hotel casinos on a private cable channel known as "PLAYERS NETWORK." We also are a 24-hour digital web broadcaster featuring live and previously recorded content. We are evolving from a subscription-based model to a traditional advertising based model and are currently available on "Dish Network". We have also began marketing our content on compact discs and VHS tapes to mass merchandisers such as Target and Walgreen Drug stores.
At March 31, 2005, we had an accumulated operating deficit of approximately $7,788,899, assets of $156,883 and $226,738 in liabilities, resulting in a stockholders' equity of $62,251.
We expect operating losses and negative operating cash flows to continue for at least the next twelve months, because of expected additional costs and expenses related to brand development; marketing and other promotional activities; strategic relationship development; and potential acquisitions of related complementary businesses.
Results of Operations
The following overview provides a summary of key information concerning our financial results for the three months ended March 31, 2005 and 2004.
|
2005 |
2004 |
||||||
|
Amount |
Amount |
$ |
% |
||||
|
Revenue |
$ |
80,966 |
$ |
52,667 |
$ |
28,299 |
35.0 |
|
Expenses: |
|||||||
|
Cost of production |
20,822 |
20,746 |
76 |
0.004 |
|||
|
General and administrative |
138,009 |
175,399 |
(37,390) |
(21.0) |
|||
|
Depreciation and amortization |
12,701 |
77,932 |
65,231 |
(83.7) |
|||
|
Total expenses |
171,533 |
274,077 |
(102,544) |
(37.0) |
|||
|
Net (loss) from operations |
(90,567) |
(221,410) |
130,843 |
59.1 |
|||
|
Other (expenses): |
|||||||
|
Interest |
(576) |
(1,457) |
881 |
(60.0) |
|||
|
Net (loss) |
$ |
(91,143) |
$ |
(222,867) |
$ |
131,724 |
59.1 |
7
First Quarter Ended March 31, 2005 Compared to First Quarter Ended March 31, 2004
Revenue: Total revenue for 2005 and 2004 was $80,966 and $52,667, resulting in an increase in revenue of $28,299 or 35%. The increase in revenues is attributable to the advertising based content marketed during the first quarter of 2005.
Expenses:
Cost of production for 2005 and 2004 was $20,822 and 20,746, respectively, for an increase of $76. We did not see a significant increase in production costs during the 1st quarter of 2005 despite the increased revenue, due to strategic efforts focused on marketing stock content verses production of new content.
General and administrative expenses for 2005 and 2004 was, $138,009 and $175,399, respectively, creating a decrease in the amount of $37,390. The decrease is attributable to efforts being targeted towards new marketing verses production which requires a greater amount of overhead.
Depreciation and amortization for 2005 and 2004 was $12,701 and $77,932 which represented a decrease of $$65,231 or 84%. The decrease was a result of an impairment of long-lived assets at year-end.
Net (Loss): Our net loss for 2005 and 2004 was $91,143 and $222,867, respectively, for a decreased loss of $131,724 or 60%.
Liquidity and Capital Resources at March 31, 2005.
Our principal source of operating capital has been provided revenues from the operations, private sales of our common stock and stockholder loans. At March 31, 2005, we had a negative working capital position of approximately $94,632, of which $16,500 are amounts due to our CEO and significant stockholder through accrued compensation.
Although we experienced revenue growth in fiscal 2005 (35%), this may not be indicative of future operating results and there can be no assurance that we will achieve or maintain profitability. Due to these factors, we believe that period-to-period comparisons of our results of operations are not necessarily a good indication of future performance. The results of operations in some future periods may be below the expectations of analysts and investors.
8
Cash Flows. Since inception, we have financed cash flow requirements through debt financing and the issuance of common stock for cash and services. As we expand operational activities, we may continue to experience net negative cash flows from operations, pending receipt of sales or development fees, 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.
Satisfaction of our cash obligations for the next 12 months.
A critical component of our operating plan impacting our continued existence is to efficiently manage our operations while controlling costs, our ability to obtain additional capital through equity and/or debt financing, and expansion of our services into additional hotels and casinos. In the event we experience any significant problems with our operations or cannot obtain the necessary capital to pursue our operating plan, we may have to significantly curtail our operations. This would materially impact our ability to continue operations.
Over the next twelve months we believe that existing capital combined with cash flow from operations will be sufficient to sustain operations as they currently exist, however, any growth or expansion will need to be coupled with a significant capital infusion from either debt or equity financing.
We anticipate incurring operating losses over the next twelve months. Our operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in our industry. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks we must, among other things, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.
Summary of product and research and development that we will perform for the term of our plan.
We anticipate capital expenditures in excess of $200,000 to expand our operations during the next twelve months. We believe that the current cash flows generated from revenues will not be sufficient to fund our anticipated expansion of operations. We may require additional funding to finance our operations through private sales and public debt or equity offerings. However, there is no assurance that we can obtain such financing.
9
Significant changes in the number of employees.
We currently have four full time employees and two part time employees as well as eight contract personnel that support and operate our field operations. As our operating activities increase, we may need to hire additional technical, operational and administrative personnel as appropriate. None of our employees are subject to any collective bargaining agreements; however, we have entered into an employment agreement with Mark Bradley. We intend to use the services of independent consultants and contractors to perform various professional services when and as they are deemed necessary. We believe that the use of third-party service providers may enhance our ability to contain general and administrative expenses.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies and Estimates
Our discussion of financial condition and results of operations is based upon the information reported in our financial statements. The preparation of these statements requires us to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities at the date of our financial statements. We base our assumptions and estimates on historical experience and other sources that we believe to be reasonable at the time. Actual results may vary from our estimates due to changes in circumstances, weather, politics, global economics, mechanical problems, general business conditions and other factors. Our significant accounting policies are detailed in Note 1 to our financial statements included in this Quarterly Report. We have outlined below certain of these policies as being of particular importance to the portrayal of our financial position and results of operations and which require the application of significant judgment by our management.
Revenue recognition: Network revenue consists of monthly network broadcast subscription revenue, which is recognized as the service is performed. Broadcast television advertising revenue is recognized when advertisements are aired. Video production revenue is recognized as digital video film is completed and accepted by the customer. Stage rentals are recognized during the rental period.
Impairment of long-lived assets: Long-lived assets held and used by PNTV are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. No impairment was recorded during the three months ended March 31, 2005.
10
Income taxes: PNTV applies recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. PNTV provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
Recent pronouncements: In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for PNTV in the first interim or annual reporting period beginning after December 15, 2005. PNTV expects the adoption of this standard will have a material impact on its financial statements assuming employee stock options are granted in the future.
FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATION
At this stage of our business operations, even with our good faith efforts, potential investors have a possibility of losing their investment.
Because the nature of our business is expected to change as a result of shifts as a result of market conditions, competition, and the development of new and improved technology, management forecasts are not necessarily indicative of future operations and should not be relied upon as an indication of future performance.
While Management believes its estimates of projected occurrences and events are within the timetable of its business plan, our actual results may differ substantially from those that are currently anticipated.
We may need additional capital in the future to finance our planned growth, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results.
We have and expect to continue to have substantial capital expenditure and working capital needs. We believe that current cash on hand, anticipated revenues from operations and the other sources of liquidity are only sufficient enough to fund our operations through fiscal 2005. After that time we will need to rely on cash flow from operations or raise additional cash to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities, such as investment, acquisition, production and development activities.
11
If operating difficulties or other factors, many of which are beyond our control, cause our revenues or cash flows from operations to decrease, we may be limited in our ability to spend the capital necessary to enhance our operations. If our resources or cash flows do not satisfy our operational needs, we will require additional financing, in addition to anticipated cash generated from our operations, to fund our planned growth. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In such a capital restricted situation, we may maintain a status quo operational position and curtail any expansion plans.
If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.
Because our common stock is deemed a low-priced "Penny" stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.
Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:
Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.
Competition in our industry is intense. We are very small and have an extremely limited operating history as compared to the vast majority of our competitors, and we may not be able to compete effectively.
We intend to compete with major and independent providers of content to the hotel and casino industries. The majority of our anticipated competitors have substantially greater financial and other resources than we do. In addition, larger competitors may be able to absorb the burden of any changes in federal, state and local laws and regulations more easily than we can, which would adversely affect our competitive position. These competitors may be able to pay more for technology upgrades and marketing. In addition, some of our competitors have been operating in our core areas for a much longer time than we have and have demonstrated the ability to operate through industry cycles.
12
We are highly dependent on Mark Bradley, our CEO. The loss of Mr. Bradley, whose knowledge, leadership and technical expertise upon which we rely, would harm our ability to execute our business plan.
Our success depends heavily upon the continued contributions of Mark Bradley, whose knowledge, leadership and technical expertise would be difficult to replace, and on our ability to retain and attract experienced other technical and professional staff. We have entered into an employment agreement with Mr. Bradley; however, maintain no key person insurance on Mr. Bradley. If we were to lose his services, our ability to execute our business plan would be harmed and we may be forced to substantially decrease operations until such time as we could hire a suitable replacement for Mr. Bradley.
ITEM 3. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, our Chief Executive Officer / Principal Accounting Officer evaluated the effectiveness of our disclosure controls and procedures. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses and our Chief Executive Officer / Principal Accounting Officer concluded that our disclosure controls and procedures are effective. Our prior Chief Financial Officer resigned last fall and we still have not replaced him. We are working on the problem. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal 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
Players Network may become involved in various routine legal proceedings incidental to its business. However, to Players Network's knowledge as of the date of this report, there are no material pending legal proceedings to which Players Network is a party or to which any of its property is subject.
ITEM 2. CHANGES IN SECURITIES
On January 10, 2005, we converted accrued salary payable to Mark Bradley, our CEO, in an amount of $53,447 into 292,235 shares of our common stock. We believe that the issuance of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2). Mr. Bradley, because of his position with our company, was deemed to be an accredited investor, as such term is defined in rule 501(a) of Regulation D promulgated under the Securities Act of 1933. The shares were issued directly by us and did not involve a public offering or general solicitation. There were no commissions paid on the issuance of the shares.
13
On January 15, 2005, we issued 265,000 shares of our common stock to individuals for cash in the amount $65,000. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and/or Regulation D. The shares were issued directly by us and did not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to files and records of our company that contained the relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to issuing the shares, had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the shares.
In January 2005, we sold 200,000 shares of stock for $50,000. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and/or Regulation D. The shares were issued directly by us and did not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to files and records of our company that contained the relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to issuing the shares, had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the shares.
Subsequent Issuances.
On April 20, 2005, we agreed to issue a warrant to purchase 100,000 shares of our common stock, exercisable at $0.30 per share for a period of 36 months, in connection with a purchase of certain assets. We believe that the issuance of the warrant will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2).
On April 22, 2005, we granted options to purchase 406,500 shares of our common stock at a weighted average exercise price of $0.29 per share. We believe that the grant of the options were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2).
14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PNTV did not submit any matter to a vote of its stockholders during the fourth quarter of fiscal 2004.
ITEM 5. OTHER INFORMATION
NONE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
The following exhibits are filed with this Quarterly Report:
|
Exhibit Number |
Title of Exhibit |
|
31.1 |
Sarbanes Oxley Section 302 Certification |
|
32.1 |
Sarbanes Oxley Section 906 Certification |
(b) Reports on Form 8-K.
NONE.
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE PLAYERS NETWORK
(Registrant)
By: /s/ Mark Bradley
Mark Bradley, Chief Executive Officer
(On behalf of the registrant and as
principal accounting officer)
Date: May 23, 2005