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.

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 Video On Demand 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 June 30, 2009 and June 30, 2008:

                                  For the Three Months Ended        Increase /
                                           June 30,                 (Decrease)
                                     2009              2008
Revenues                        $       16,713      $    72,518     $  (55,805)

Direct operating costs                  84,489           75,517           8,972
General and administrative             164,721           71,111          93,610
Salaries and wages                     114,350           80,555          33,795
Rent                                    18,750           19,536           (786)
Depreciation and amortization              153            1,549         (1,396)

Total Operating Expenses               382,463          248,268         134,195

Net Operating (Loss)                 (365,750)        (175,750)       (190,000)

Total other income (expense)          (25,214)          (3,409)        (21,805)

Net (Loss)                      $    (390,964)      $ (179,159)     $ (211,805)

Revenues. During the three months ended June 30, 2009 and 2008, we received revenues primarily from two sources - licensing fees from our private networks, including the sale of in-home media, advertising fees, and production revenues, which included fees from third party programming production and sound stage rentals. Aggregate revenues for the three months ended June 30, 2009 were $16,713 compared to revenues of $72,518 in the three months ended June 30, 2008, a decrease in revenues of $55,805, or 77%. Revenues from networks were down significantly in the three months ended June 30, 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 $84,489 for the three months ended June 30, 2009 compared to $75,517 for the three months ended June 30, 2008, an increase of $8,972, or 12%. 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 June 30, 2009 we issued 455,000 shares valued at $53,500 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 $164,721 for the three months ended June 30, 2009 compared to $71,111 for the three months ended June 30, 2008, an increase of $93,610, or 132%. The increase in general and administrative expense for the three months ended June 30, 2009 compared to 2008 was primarily due to increased marketing relations expenses. During the three months ending June 30, 2009 we paid $66,340 of marketing relations expenses, of which, we issued 495,000 shares valued at $65,000. We also incurred additional costs by outsourcing administrative functions, of which, we issued 120,000 shares valued at $13,300. Additional costs were also incurred for accounting services that were paid for in common stock during the three months ending June 30, 2009. The Company issued 200,000 shares valued at $26,000 for accounting services during the three months ending June 30, 2009.

Salaries and wages. Salaries and wage expense was $114,350 for the three months ended June 30, 2009 compared to $80,555 for the three months ended June 30, 2008, an increase of $33,795, or 42%. The Company recorded non-cash payments on accrued salaries and wages totaling $155,631 and $56,455, during the three months ended June 30, 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 $145,631 and $20,455 for the three months ended June 30, 2009 and 2008, respectively, as well as, preferred stock, recorded at fair value of $-0- and $36,000 for the three months ended June 30, 2009 and 2008, respectively. Salaries and wage expenses increased for the three months ended June 30, 2009 compared to 2008 primarily because of the issuance of a bonus paid in common stock to the CEO recorded at fair value in the amount of $35,000.

Rent. Rent expense was $18,750 for the three months ended June 30, 2009 compared to $19,536 for the three month ended June 30, 2008, a decrease of $786, or 1%. The decrease was due to a reduction in late fees from the comparative period.

Depreciation and amortization. Depreciation and amortization expense was $153 the three months ended June 30, 2009 compared to $1,549 for the three months ended June 30, 2008, a decrease of $1,396, or 90%. The decrease in depreciation and amortization for the three months ended June 30, 2009 compared to 2008 was due to fixed assets becoming fully depreciated after the period ending June 30, 2008. The Company has not purchased new assets to replace fully depreciated assets.

Net Operating Loss. Net operating loss for the three months ended June 30, 2009 was $365,750 compared to a net operating loss of $175,750 for the three months ended June 30, 2008, an increase of $190,000 or 108%. Net operating loss increased primarily as a result of our increased non-cash payments in common stock for officer salaries, marketing relations, accounting and administrative fees and decreased revenues in 2009 compared to 2008.

Net Loss. The net loss for the three months ended June 30, 2009 was $390,964 compared to a net loss of $179,159 for the three months ended June 30, 2008, an increased net loss of $211,805. or 118%. Net loss increased primarily as a result of our increased non-cash payments in common stock for officer salaries, marketing relations, accounting and administrative fees and decreased revenues in 2009 compared to 2008, as well as, an increase of $21,805 in interest expense in 2009 compared to 2008.

Results of Operations for the Six Months Ended June 30, 2009 and June 30, 2008:

                                  For the Six Months Ended        Increase /
                                          June 30,                (Decrease)
                                    2009             2008
Revenues                        $      47,068     $   195,915     $ (148,847)

Direct operating costs                265,561         232,094          33,467
General and administrative            265,835         190,834          75,001
Salaries and wages                    380,793         226,863         153,930
Consulting services                    38,922           6,981          31,941
Rent                                   37,499          38,285           (786)
Depreciation and amortization             305           3,229         (2,924)

Total Operating Expenses              988,915         698,286         290,629

Net Operating (Loss)                (941,847)       (502,371)       (439,476)

Total other income (expense)         (55,579)          62,498       (118,077)

Net (Loss)                      $   (997,426)     $ (439,873)     $ (557,553)

Revenues During the six months ended June 30, 2009 and 2008, we received revenues primarily from two sources - licensing fees from our private networks, including the sale of in-home media, advertising fees, and production revenues, which included fees from third party programming production and sound stage rentals. Aggregate revenues for the six months ended June 30, 2009 were $40,068 compared to revenues of $195,915 in the six months ended June 30, 2008, a decrease in revenues of $148,847, or 76%. Revenues from networks were down significantly in the six months ended June 30, 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 $265,561 for the six months ended June 30, 2009 compared to $232,094 for the six months ended June 30, 2008, an increase of $33,467, or 14%. 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 six months ending June 30, 2009 we issued 1,060,500 shares valued at $132,215 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 $265,835 for the six months ended June 30, 2009 compared to $190,834 for the six months ended June 30, 2008, an increase of $75,001, or 33%. The increase in general and administrative expense for the six months ended June 30, 2009 compared to 2008 was primarily due to an increased use of independent contractors to provide marketing relations, accounting and administrative services.

Salaries and wages Salaries and wage expense was $380,793 for the six months ended June 30, 2009 compared to $226,863 for the six months ended June 30, 2008, an increase of $153,930, or 68%. The Company recorded non-cash payments on accrued salaries and wages totaling $326,124 and $141,651, during the six months ended June 30, 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 $158,631 and $54,455 for the six months ended June 30, 2009 and 2008, respectively, as well as, common stock options, recorded at fair value of $167,493 and $51,196 for the six months ended June 30, 2009 and 2008, respectively. Salaries and wage expenses increased for the six months ended June 30, 2009 compared to 2008 primarily because of an increase in the issuance of common stock options to Officers, and a common stock bonus to the CEO valued at $35,000 during the six months ending June 30, 2009.

Consulting services Consulting services expense was $38,922 for the six months ended June 30, 2009 compared to $6,981 for the six months ended June 30, 2008, an increase of $31,941, or 458%. Board of director services increased for the six months ended June 30, 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 six months ended June 30, 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 $37,499 for the three months ended June 30, 2009 compared to $38,285 for the three month ended June 30, 2008, a decrease of $786, or 1%. The decrease was due to a reduction in late fees from the comparative period.

Depreciation and amortization Depreciation and amortization expense was $305 the six months ended June 30, 2009 compared to $3,229 for the six months ended June 30, 2008, a decrease of $2,924, or 90%. The decrease in depreciation and amortization for the six months ended June 30, 2009 compared to 2008 was due to fixed assets becoming fully depreciated after the period ending June 30, 2008. The Company has not purchased new assets to replace fully depreciated assets.

Net Operating Loss Net operating loss for the six months ended June 30, 2009 was $941,847 compared to a net operating loss of $502,371 for the six months ended June 30, 2008, an increase of $439,476 or 87%. Net operating loss increased primarily as a result of our increased non-cash payments in common stock for officer salaries, marketing relations, accounting and administrative fees and decreased revenues in 2009 compared to 2008.

Net Loss The net loss for the six months ended June 30, 2009 was $997,426 compared to a net loss of $439,873 for the six months ended June 30, 2008, an increased net loss of $557,553, or 127%. Net loss increased primarily as a result of our increased non-cash payments in common stock for officer salaries, marketing relations, accounting and administrative fees and decreased revenues in 2009 compared to 2008, as well as, an increase of $13,371 in interest expense in 2009 compared to 2008, and debt forgiveness income of $104,706 in 2008 that was not recognized in 2009.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes total assets, accumulated deficit, stockholders'
equity and working capital at June 30, 2009 compared to June 30, 2008.

                            June 30, 2009      June 30, 2008
Total Assets                $        9,467     $       46,707

Accumulated (Deficit)       $ (16,896,590)     $ (15,559,088)

Stockholders' Equity        $  (1,352,624)     $  (1,025,810)

Working Capital (Deficit)   $  (1,329,002)     $    (624,996)

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 June 30, 2009, we had cash of $4,589 and a negative working capital position of $(1,329,002). 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 throughout 2009. In the three months ending June 30, 2009, the Company issued 3,003,794 shares of common stock valued at $372,053, 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.