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 September 30, 2009 and
September 30, 2008:

                                   For the Three Months Ended        Increase /
                                          September 30,              (Decrease)
                                      2009              2008
Revenues                         $        4,833      $    18,795     $  (13,962)

Direct operating costs                  154,489           28,915         125,574
 General and administrative             258,612          107,269         151,343
 Salaries and wages                     200,904           47,694         153,210
 Board of director services              29,930                -          29,930
 Rent                                    18,529           19,012           (483)
 Depreciation and amortization              153            1,326         (1,173)

Total Operating Expenses                662,617          204,216         458,401

Net Operating (Loss)                  (657,784)        (185,421)       (472,363)

Total other income (expense)            (1,518)            8,575        (10,093)

Net (Loss)                       $    (659,302)      $ (176,846)     $ (482,456)

Revenues. During the three months ended September 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 September 30, 2009 were $4,833 compared to revenues of $18,795 in the three months ended September 30, 2008, a decrease in revenues of $13,962 or 74%. Revenues from networks were down significantly in the three months ended September 30, 2009 due to the discontinuation of our revenue stream from sound stage rentals, as well as, a significant reduction in advertising revenues and slow acceptance of the company's media content. On July 1, 2009 we decided to close down our sound stage leasing operations and move our offices into a more affordable location. The cost savings derived from the discontinuation of our unproductive sound stage rentals will help us focus on the development of our media business.

Direct Operating Costs. Direct operating costs were $154,489 for the three months ended September 30, 2009 compared to $28,915 for the three months ended September 30, 2008, an increase of $125,574, or 434%. 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 September 30, 2009 we granted the issuance of 780,000 shares valued at $88,0000, and 150,000 stock options valued at $14,480, for video production services. We also incurred $30,000 in video production costs that increased our accounts payable balance to one of our major vendors, while we issued 500,000 shares in payment of $60,000 in outstanding accounts payable invoices. 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 $258,612 for the three months ended September 30, 2009 compared to $107,269 for the three months ended September 30, 2008, an increase of $151,343, or 141%. The increase in general and administrative expense for the three months ended September 30, 2009 compared to 2008 was primarily due to increased marketing relations expenses. During the three months ending September 30, 2009 we paid $182,533 of marketing relations expenses, of which, we granted the issuance of 1,310,000 shares valued at $131,000, and 400,000 common stock options valued at $39,619. We also incurred additional costs by outsourcing professional services and administrative functions, of which, we granted the issuance of 330,000 shares valued at $33,000.

Salaries and wages. Salaries and wage expense was $200,904 for the three months ended September 30, 2009 compared to $47,694 for the three months ended September 30, 2008, an increase of $153,210, or 321% due primarily to the issuance of 1,500,000 in common stock options valued at $149,646 as a bonus to the Company's CEO. The Company recorded non-cash payments on accrued salaries and wages totaling $149,646 and $62,120, during the three months ended September 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 $-0- and $62,120 for the three months ended September 30, 2009 and 2008, respectively, as well as, options to purchase common stock, recorded at fair value of $149,646 and $-0- for the three months ended September 30, 2009 and 2008, respectively

Board of director services Board of director services expense was $29,930 for the nine months ended September 30, 2009 compared to $-0- for the nine months ended September 30, 2008, an increase of $29,930, or 100%. Board of director services increased for the nine months ended September 30, 2009 compared to 2008 due to an increase in the compensation for board services, which included the issuance of common stock options in 2009. During the nine months ended September 30, 2009 and 2008, the Company recorded non-cash expenses for consulting services totaling $29,930 and $-0-. The non-cash expenses consisted of the value of common stock options, recorded at fair value, issued to two board members as a bonus.

Rent. Rent expense was $18,529 for the three months ended September 30, 2009 compared to $19,012 for the three month ended September 30, 2008, a decrease of $483, or 2%. 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 September 30, 2009 compared to $1,326 for the three months ended September 30, 2008, a decrease of $1,173, or 88%. The decrease in depreciation and amortization for the three months ended September 30, 2009 compared to 2008 was due to fixed assets becoming fully depreciated after the period ending September 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 September 30, 2009 was $657,784 compared to a net operating loss of $185,421 for the three months ended September 30, 2008, an increase of $472,363, or 255%. Net operating loss increased primarily as a result of our increased non-cash payments in common stock and stock options for officer salaries, marketing relations and professional and administrative fees, and decreased revenues in 2009 compared to 2008.

Net Loss. The net loss for the three months ended September 30, 2009 was $659,302 compared to a net loss of $176,846 for the three months ended September 30, 2008, an increased net loss of $482,456, or 273%. Net loss increased primarily as a result of our increased non-cash payments in common stock for officer salaries, marketing relations and professional and administrative fees, and decreased revenues in 2009 compared to 2008, as well as, an increase of $10,093 in other income (expense) in 2009 compared to 2008.

Results of Operations for the Nine Months Ended September 30, 2009 and September 30, 2008:

                                  For the Nine Months Ended         Increase /
                                        September 30,               (Decrease)
                                     2009             2008
Revenues                        $       51,901     $   214,710     $   (162,809)

Direct operating costs                 420,050         261,009           159,041
General and administrative             524,447         298,103           226,344
Salaries and wages                     581,697         274,557           307,140
Board of director services              68,852           6,981            61,871
Rent                                    56,028          57,297           (1,269)
Depreciation and amortization              458           4,555           (4,097)

Total Operating Expenses             1,651,532         902,502           749,030

Net Operating (Loss)               (1,599,631)       (687,792)         (911,839)

Total other income (expense)          (57,097)          71,073         (128,170)

Net (Loss)                      $  (1,656,728)     $ (616,719)     $ (1,040,009)

Revenues During the nine months ended September 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 nine months ended September 30, 2009 were $51,901 compared to revenues of $214,710 in the nine months ended September 30, 2008, a decrease in revenues of $162,809, or 76%. Revenues from networks were down significantly in the nine months ended September 30, 2009 due to the discontinuation of our revenue stream from sound stage rentals, as well as, a significant reduction in advertising revenues and slow acceptance of the company's media content. On July 1, 2009 we decided to close down our sound stage leasing operations and move our offices into a more affordable location. The cost savings derived from the discontinuation of our unproductive sound stage rentals will help us focus on the development of our media business.

Direct Operating Costs Direct operating costs were $420,050 for the nine months ended September 30, 2009 compared to $261,009 for the nine months ended September 30, 2008, an increase of $159,041, or 61%. 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 nine months ending September 30, 2009 we issued 1,840,500 shares valued at $220,215 for video production services. We also issued 500,000 shares in payment of $60,000 in outstanding accounts payable invoices to one of our major vendors. 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 $524,447 for the nine months ended September 30, 2009 compared to $298,103 for the nine months ended September 30, 2008, an increase of $226,344, or 76%. The increase in general and administrative expense for the nine months ended September 30, 2009 compared to 2008 was primarily due to an increased use of independent contractors to provide marketing relations and professional and administrative services.

Salaries and wages Salaries and wage expense was $581,697 for the nine months ended September 30, 2009 compared to $274,557 for the nine months ended September 30, 2008, an increase of $307,140, or 112%. The Company recorded non-cash payments on accrued salaries and wages totaling $475,770 and $203,771, during the nine months ended September 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 $116,575 for the nine months ended September 30, 2009 and 2008, respectively, as well as, common stock options, recorded at fair value of $317,149 and $51,196 or the nine months ended September 30, 2009 and 2008, respectively, and also, preferred stock, recorded at fair value of $-0- and $36,000 for the nine months ended September 30, 2009 and 2008, respectively. Salaries and wage expenses increased for the nine months ended September 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 $81,157 during the nine months ending September 30, 2009.

Board of director services Board of director services expense was $68,852 for the nine months ended September 30, 2009 compared to $6,981 for the nine months ended September 30, 2008, an increase of $61,871, or 886%. Board of director services increased for the nine months ended September 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 nine months ended September 30, 2009 and 2008, the Company recorded non-cash expenses for consulting services totaling $68,852 and $123,357. 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 $56,028 for the nine months ended September 30, 2009 compared to $57,297 for the nine month ended September 30, 2008, a decrease of $786, or 2%. The decrease was due to a reduction in late fees from the comparative period.

Depreciation and amortization Depreciation and amortization expense was $458 the nine months ended September 30, 2009 compared to $4,555 for the nine months ended September 30, 2008, a decrease of $4,097, or 90%. The decrease in depreciation and amortization for the nine months ended September 30, 2009 compared to 2008 was due to fixed assets becoming fully depreciated after the period ending September 30, 2008. The Company has not purchased new assets to replace fully depreciated assets.

Net Operating Loss Net operating loss for the nine months ended September 30, 2009 was $1,599,631 compared to a net operating loss of $687,792 for the nine months ended September 30, 2008, an increase of $911,839 or 87%. Net operating loss increased primarily as a result of our increased non-cash payments in common stock for officer salaries, marketing relations and professional and administrative fees, and decreased revenues in 2009 compared to 2008.

Net Loss The net loss for the nine months ended September 30, 2009 was $1,656,728 compared to a net loss of $616,719 for the nine months ended September 30, 2008, an increased net loss of $1,040,009, or 169%. Net loss increased primarily as a result of our increased non-cash payments in common stock for officer salaries, marketing relations and professional and administrative fees, and decreased revenues in 2009 compared to 2008, as well as, debt forgiveness income of $127,706 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 September 30, 2009 compared to September 30, 2008.

                            September 30,      September 30,
                                 2009               2008
Total Assets                $        9,225     $       46,353

Accumulated (Deficit)       $ (17,555,892)     $ (15,899,164)

Stockholders' Equity        $    (931,043)     $  (1,150,767)

Working Capital (Deficit)   $    (907,268)     $  (1,018,505)

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 September 30, 2009, we had cash of $(608) and a negative working capital position of (907,268). 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 nine months ending September 30, 2009, the Company granted 6,858,794 shares of common stock valued at $718,053, 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.