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, production, distribution and marketing of television programs and internet broadcasting about the Las Vegas and Gaming Lifestyles, and other related entertainment themes.

With an emphasis on unique, high-quality programming that captures the excitement, passion, enjoyment, sex appeal, entertainment, information, celebrity, 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, attracting the young and the sophisticated viewers who view digital content most.

Much of Players Network's programming is educational, involving experts helping viewers become smarter gaming consumers, so when they visit a casino they have the best chance possible to win. Many shows are celebrity driven, since so many celebrities in movies and music, TV and sports come to Las Vegas to play.

Players Network programming is conceived and produced to create successful advertising, cross-promotional and marketing opportunities for distributors and sponsors by engaging this highly targeted, desirable audience in programming that excites them.

In 2007 the Company brought on it first major sponsor IGT, who sponsored an original television series "Winner and Jackpots." The Company expects the sponsorship to continue through 2008. The sponsorship included an initial deposit and a per show production fee. The Company also engaged an advertising agency to act as the Company's representative to mainstream sponsors to assist the Company in creating advertising revenues. The Company signed distribution agreements with Telco and satellite giants AT&T and Verizon pursuant to which the Company's content will be distributed over these companies' IPTV platforms. The Company also signed agreements with Direct TV and EchoStar to deliver Players Network branded VOD channels. Management believes that the addition of these new distribution platforms will enable the Company to begin to generate revenues from advertising.

As we continue to expand our business and implement our business strategy, our current monthly cash flow requirements will exceed our near term cash flow from operations. Our available cash resources and anticipated cash flow from operations are insufficient to satisfy our anticipated costs associated with new product development. There can be no assurance that we will be able to generate sufficient cash from operations in future periods to satisfy our capital requirements. Therefore, we will have to continue to rely on external financing activities, including the sale of our equity securities, to satisfy our capital requirements for the foreseeable future. Due, in part, to our lack of historical earnings, our prior success in attracting additional funding has been limited to transactions in which our equity is used as currency. In light of the availability of this type of financing, and the lack of alternative proposals, our board of directors has determined that the continued use of our equity for these purposes may be necessary if we are to sustain operations. Equity financings of the type we have been required to pursue are dilutive to our stockholders and may adversely impact the market price for our shares. However, we have no commitments for borrowings or additional sales of equity, the precise terms upon which we may be able to attract additional funding is not known at this time, and there can be no assurance that we will be successful in consummating any such future financing transactions on terms satisfactory to us, or at all.

Results of Operations for the Three Months Ended March 31, 2009 and March 31, 2008:

                                       For the Three Months Ended        Increase /
                                                March 31,                (Decrease)
                                          2009               2008
     Revenues                        $       30,355       $  123,397     $   (93,042 )

     Direct operating costs                 181,072          156,577          24,495
     General and administrative             126,114          119,723           6,391
     Salaries and wages                     241,443          146,308          95,135
     Consulting services                     38,922            6,981          31,941
     Rent                                    18,749           18,749               -
     Depreciation and amortization              152            1,680          (1,528 )

     Total Operating Expenses               606,452          450,018         156,434

     Net Operating (Loss)                  (576,097 )       (326,621 )      (249,476 )

     Total other income (expense)           (30,365 )         65,907         (96,272 )

     Net (Loss)                      $     (606,462 )     $ (260,714 )   $  (345,748 )

Revenues:

During the three months ended March 31, 2009 and 2008, we received revenues primarily from two sources - licensing fees from our private networks, including the sale of in-home media, and advertising fees, and production revenues, which included fees from third party programming production and sound stage rentals. Aggregate revenues for the three months ended March 31, 2009 were $30,355 compared to revenues of $123,397 in the three months ended March 31, 2008, a decrease in revenues of $93,042, or 75%. Revenues from networks were down significantly in the three months ended March 31, 2009 due to a significant reduction in advertising spending and slow acceptance of the company's media content. Production revenues decreased significantly as well due to a sharp decline in the use of sound stages and other production facilities to produce content for our customers. Our customers have tightened their budgets and, as a result, our revenues have decreased.

Direct Operating Costs:

Direct operating costs were $181,072 for the three months ended March 31, 2009 compared to $156,577 for the three months ended March 31, 2008, an increase of $24,495 or 16%. Our direct operating costs in 2009 increased due to an increase in our audio/video content, much of which was paid in common stock in lieu of cash. During the three months ending March 31, 2009 we issued 605,500 shares valued at $78,715 for video production services. In 2009 we continued to develop and distribute our content without maximizing our sales potential. Direct operating costs are comprised of video production and distribution costs.

General and Administrative:

General and administrative expenses were $126,114 for the three months ended March 31, 2009 compared to $119,723 for the three months ended March 31, 2008, an increase of $6,391 or approximately 5%. The increase in general and administrative expense for the three months ended March 31, 2009 compared to 2008 was primarily due to an increased use of independent contractors to provide administrative services that were previously performed by employees.

Salaries and wages:

Salaries and wage expense was $241,443 for the three months ended March 31, 2009 compared to $146,308 for the three months ended March 31, 2008, an increase of $95,135 or 39%. The Company recorded non-cash payments on accrued salaries and wages totaling $181,793 and $85,196, during the three months ended March 31, 2009 and 2008, respectively, which included accrued salaries from prior periods. The non-cash payments consisted of the value of common stock, recorded at fair value, issued to employees of $14,300 and $34,000 for the three months ended March 31, 2009 and 2008, respectively, as well as, common stock options, recorded at fair value of $167,493 and $51,196 for the three months ended March 31, 2009 and 2008, respectively. Salaries and wage expenses increased for the three months ended March 31, 2009 compared to 2008 primarily because of an increase in the issuance of common stock options to Officers.

Board of director services:

Board of director services expense was $38,922 for the three months ended March 31, 2009 compared to $6,981 for the three months ended March 31, 2008, an increase of $31,941 or 458%. Board of director services increased for the three months ended March 31, 2009 compared to 2008 due to an increase in the compensation for board services, which included the issuance of common stock, as well as, common stock options in 2009, while only common stock options were granted to board members in 2008. During the three months ended March 31, 2009 and 2008, the Company recorded non-cash expenses for consulting services totaling $38,922 and $6,981. The non-cash expenses consisted of the value of common stock and common stock options, recorded at fair value, issued to board members.

Rent:

Rent expense was $18,749 for the three months ended March 31, 2009 and 2008.

Depreciation and amortization:

Depreciation and amortization expense was $152 the three months ended March 31, 2009 compared to $1,680 for the three months ended March 31, 2008, a decrease of $1,528 or 90%. The decrease in depreciation and amortization for the three months ended March 31, 2009 compared to 2008 was due to fixed assets becoming fully depreciated after the period ending March 31, 2008. The Company has not purchased new assets to replace fully depreciated assets.

Net Operating Loss:

Net operating loss for the three months ended March 31, 2009 was $576,097 or ($0.02) per share compared to a net operating loss of $326,621 for the three months ended March 31, 2008, or ($0.01) per share, an increase of $249,476 or 43%. Net operating loss increased primarily as a result of our increased non-cash officer salaries and decreased revenues in 2009 compared to 2008.

Net Loss:

The net loss for the three months ended March 31, 2009 was $606,462 compared to a net loss of $260,714 for the three months ended March 31, 2008, an increased net loss of $345,748. Net loss increased primarily as a result of our increased non-cash officer salaries and decreased revenues in 2009 compared to 2008, as well as, $86,706 of debt forgiveness income in 2008 that was not received in 2009.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes total assets, accumulated deficit, stockholders'
equity and working capital at March 31, 2009 compared to March 31, 2008.

                                       March 31, 2009       March 31, 2008
          Total Assets                $         13,546     $         46,353

          Accumulated (Deficit)       $    (16,505,626 )   $    (15,899,164 )

          Stockholders' Equity        $     (1,336,299 )   $     (1,150,767 )

          Working Capital (Deficit)   $     (1,312,830 )   $     (1,127,450 )

Our principal source of operating capital has been provided from private sales of our common stock, revenues from operations, and, to a limited extent, debt financing. At March 31, 2009, we had a negative working capital position of $(1,312,830). As we continue the shift in our business focus and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, 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. We have and expect to continue to have substantial capital expenditure and working capital needs. We do not now have funds sufficient to fund our operations at their current level for the next twelve months. We need to raise additional cash to fund our operations and implement our business plan. We expect that the additional financing will (if available) take the form of a private placement of equity, although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an on-going effort to locate sources of additional funding, without which we will not be able to remain a viable entity. No financing arrangements are currently under contract, and there are no assurances that we will be able to obtain adequate financing. If we are able to obtain the financing required to remain in business, eventually achieving operating profits will require substantially increasing revenues or drastically reducing expenses from their current levels or both. If we are able to obtain the required financing to remain in business, future operating results depend upon a number of factors that are outside of our control.

To conserve on the Company's capital requirements, the Company has issued shares in lieu of cash payments to employees and outside consultants, and the Company expects to continue this practice in 2009. In the three months ending March 31, 2009, the Company issued 1,295,500 shares of common stock valued at $168,415, and, in lieu of cash payments to employees and outside consultants. 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 2009.