As filed with the Securities and Exchange Commission on September 12, 2013March 1 , 2018

Registration No. 333-190107333-222579

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON D.C. 20549

FORM S-1/A

AMENDMENT NO. 3

Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Players Network

PLAYERS NETWORK
(Exact name of registrantRegistrant as specifiedin its charter)

1771 E. Flamingo Road, #201-A

Las Vegas, NV 89119

(702) 734-3457

840-3270
(Address, including zip code, and Telephone Number,telephone number, including area code, of Registrant’s Principal

Executive Offices)principal executive offices)

Mark Bradley
Chief Executive Officer
1771 E. Flamingo Road, #201-A
Las Vegas, NV (702) 840-3270
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies

with a copy to:
Zev M. Bomrind, Esq.
Fox Rothschild LLP

100 Park Avenue

New York, NY 10017

(212) 878-7951

Diane D. DalmyAs soon as practicable after the effective date of this registration statement.

Attorney at Law

2000 East 12^th Avenue, Suite 32/10B

Denver, CO 80206

Telephone: (303) 895-9324

Facsimile: (303) 988-6954

(Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.xbox: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)462(c) under the Securities Act, of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

(1) In the event of a stock split, stock dividend, or similar transaction involving the common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act. The amount of shares to be registered represents the Company’s good faith estimate of the number of shares that the registrant may issue pursuant to an Investment Agreement with the selling security holder.

(2) The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933. Our common stock is quoted under the symbol “PNTV” on the Over-the-Counter Markets (“OTCBB”). As of July 16, 2013, the last sale reported price was $0.02 per share. Accordingly, the registration fee is $62 based on $0.02 per share.

(3) This amount represents the maximum aggregate market value of common stock which may be put to the selling stockholder by the registrant pursuant to the terms and conditions of an Investment Agreement between the selling stockholder and the registrant.

The registrantRegistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafterhereafter become effective in accordance with sectionSection 8(a) of the securities actSecurities Act of 1933 or until the registration statementRegistration Statement shall become effective on such date as the commission,Commission, acting pursuant to said sectionSection 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

THE INFORMATION IN THISPRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES PUBLICLY UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED September __, 2013March 1 , 2018

PRELIMINARY PROSPECTUSPLAYERS NETWORK

93,522,930Shares of Common Stock

22,750,000 Shares of common stock

This prospectus relates to the resale of up to 22,750,00093,522,930 shares of common stock of Players Network, a Nevada corporation, of which up to 75,400,000 shares may be resold by Kodiak Capital Group, LLC, or Kodiak, including 37,500,000 shares of common stock which are issuable pursuant to an equity financing facility established by the terms of the Purchase Agreement described in this prospectus. In addition, we are registering 400,000 shares of common stock issued to Kodiak in consideration of entering into the Purchase Agreement with us, 37,500,000 shares of common stock that Kodiak may acquire upon exercise of a warrant we issued to Kodiak under the Purchase Agreement, and 18,122,930 shares of common stock that may be acquired by other stockholders of ours upon exercise of warrants and conversion of notes . We may draw on the equity financing facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Purchase Agreement, by delivering “put notices” to Kodiak.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares of our $0.001 par value common stock by any selling stockholder. We will, however, receive proceeds from the sale of common stock directly to Kodiak pursuant to the Purchase Agreement. When we put shares of our common stock to Kodiak, the per-share purchase price that Kodiak will pay to us in respect of the put will be offered and sold byequal to 80% of lowest closing bid price for the selling stockholder, Dutchess Opportunity Fund, II, LP, or Dutchess, pursuant to a “put right” under an Investment Agreement for an Equity Line Financing that we entered into with Dutchess on November 7, 2012 and as amended July 5, 2013 (the "Investment Agreement"). The Investment Agreement permits us to “put” up to an aggregate of $8,500,000 in shares of Common Stock to Dutchess during a 36 month period endingCompany’s common stock on the third anniversaryOTCQB, as reported by Bloomberg Finance L.P., during the three trading days immediately following the applicable put notice. Closings from time to time under the Purchase Agreement will only occur if the lowest daily volume weighted average price of the effective date ofCompany’s common stock during the registration statement in which this prospectusapplicable valuation period is contained.greater than or equal to $0.14 per share, unless otherwise agreed to by us and Kodiak.

DutchessKodiak is an “underwriter” within the meaning of Section 2(a)(11) of the Securities ActAct. Kodiak may sell the shares of 1933, orcommon stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the Securities Act, in connection withselling stockholders may sell the resaleshares of our Common Stock sold to it by our exercise of the put right under the Investment Agreement. Under the Investment Agreement with Dutchess, the per share purchase price of our Common Stock will be equal to 95% of the lowest Volume Weighted Average Price of our Common Stock during the four consecutive trading days immediately following the date the notice of our election to put sharescommon stock being registered pursuant to the Investment Agreement is delivered to Dutchess (the date of delivery of such notice is referred to as the “put date”). The amount we may put will be equal to up to either 1) 200% of the average daily volume (U.S. market only) of our Common Stock for the three Trading Days prior to the applicable put notice date, multiplied by the average of the three daily closing prices immediately preceding the put date or 2) $50,000. It is solely our option to determine the amount we may put and when we may put. Furthermore, we have the option to cancel any put with Duchess at any time in order to ensure maximization of value to us based upon market conditions. We will determine the number of puts and the amounts of the puts based upon our financial conditions and market conditions at the put date.

For each put notice submitted to Dutchess by us, there is a suspension price of $0.01 (the "Suspension Price") for that put. In the event the Common Stock falls below the Suspension Price, the put shall be temporarily suspended. The Put shall resume at such time as the Common Stock is above the Suspension Price, provided the dates for the Pricing Period for that particular put are still valid. In the event the Pricing Period has been complete, any shares above the Suspension Price due to Dutchess shall be sold to Dutchess by us at the Suspension Price under the terms of the Investment Agreement.this prospectus.

Our shares of Common Stock are tradedcommon stock is listed on the Over-the-Counter MarketsOTCQB under the symbol “PNTV.OB.”“PNTV”. On August 29, 2013, the closing sale price ofFebruary 27 , 2018, our common stock was $0.02closed at $0.073 per share.

This investmentThese are speculative securities. Investing in these securities involves a high degree of risk.significant risks. You should purchase sharesthese securities only if you can afford a complete loss. See "Risk Factors"loss of your investment. You should carefully consider the risk factors beginning on page 7.4 of this prospectus before purchasing any of the shares offered by this prospectus.

Our principal executive offices are located at 1771 E. Flamingo Road, #201-A, Las Vegas, NV 89119. Our telephone number is (702) 734-3457.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _____________, 2013Prospectus dated [●], 2018.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

You should rely only on the information contained in or incorporated by reference in this prospectus. We have not and the selling security holder has not, authorized anyoneany person to provide you with different or inconsistent information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the selling security holderThis is not making an offer to sell or seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information containedappearing in this prospectus and the documents incorporated by reference is accurate only as of the date on the front cover of this prospectus.their respective dates. Our business, financial condition, results of operations and prospects may have changed since such dates.

We further note that date. Inthe representations, warranties and covenants made by us in any document that is filed as an exhibit to the registration statement of which this prospectus is a part and in any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Unless the context otherwise requires, the terms “Players Network”, “PNTV” “the Company”the “Company”, “we”, “us”, “our” and “our”similar terms used in this prospectus refer to Players Network a Nevada corporation, unless the context otherwise requires.and our subsidiaries.

PROSPECTUS DELIVERY REQUIREMENTS

Until ________________, 2013, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters.

PROSPECTUS SUMMARYCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This summary highlights selected information contained elsewhereprospectus and the documents incorporated by reference in this prospectus “forward-looking statements” about our business, financial condition and prospects based on our current expectations, assumptions, estimates, and projections about us and our industry. All statements other than statements of historical fact are “forward-looking statements”, 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. Unless otherwise required by law, 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:

You should read the matters described in “Risk Factors” below and disclosed in the documents incorporated by reference in this prospectus and the other cautionary statements made in this prospectus and in the documents incorporated by reference in this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus and in the documents incorporated by reference in this prospectus. We cannot assure you that the forward-looking statements in this prospectus and in the documents incorporated by reference in this prospectus will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements.

SUMMARY FINANCIAL DATARISK FACTORS

The following table provides summary financial statement data of Players Network. The financial data have been derived from our audited and unaudited financial statements. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus.

The following table provides summary financial statement data of Player Network, Inc. The financial data have been derived from our audited financial statements. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus.

We may issue additional stock without stockholder consent.

Our boardBoard of directorsDirectors has authority, without action or vote of the stockholders, to issue all or part of our authorized but unissued shares. Additional shares may be issued in connection with future financing, acquisitions, employee stock plans, or otherwise. Any such issuance will dilute the percentage ownership of existing stockholders. We are also currentlyThe Board, from the authorized to issue up tocapital of 25,000,000 preferred shares, has authorized and designated 2,000,000 shares and 10,873,347 shares of Series A preferred stockPreferred Stock and 12,000,0000 shares of Series B preferred stock, respectively,C Preferred Stock, of which 2,000,000 shares and 4,349,339, respectively,12,000,000 shares are currently issued and outstanding.outstanding, respectively. The boardBoard of directorsDirectors can issue preferred stock in one or more series and fix the terms of such stock without stockholder approval. Preferred stock may include the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion and redemption rights and sinking fund provisions. The issuance of preferred stock could adversely affect the rights of the holders of common stock and reduce the value of the common stock. In addition, specific rights granted to holders of preferred stock could discourage, delay or prevent a transaction involving a change in control of our company, even if doing so would benefit our stockholders. Such issuance could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market, or upon the expiration of any statutory holding period under Rule 144, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of whichcause the market price of our common stock couldto fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could hinder our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

The trading price of our common stockBroker-dealers may entail additional regulatory requirements, which may negatively affect such trading price.

The trading price of our common stock has been and may continue to be below $5.00 per share. As a result of this price level, tradingdiscouraged from effecting transactions in our common stock because it is considered a penny stock and is subject to the requirements ofpenny stock rules.

Our common stock currently constitutes “penny stock.” Subject to certain rules promulgated underexceptions, for the Exchange Act. These rules require additional disclosure by broker-dealers in connection withpurposes relevant to us, “penny stock” includes any trades generally involving any non-NASDAQ equity security that has a market price of less than $5.00 per share, subject toshare. Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on certain exceptions. Such rules require the delivery, before anybrokers-dealers who engage in certain transactions involving a “penny stock.” In particular, a broker-dealer selling penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to personsanyone other than an established customers and accredited investorscustomer or “accredited investor” (generally, institutions). For these typesan individual with net worth in excess of transactions, the broker-dealer$1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse), must determine themake a special suitability of the penny stockdetermination for the purchaser and must receive the purchaser'spurchaser’s written consent to the transaction before sale. prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

The additional burdenssales practice and disclosure requirements imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock. As a consequence,shares, which could severely limit the market liquidity of the shares and impede the sale of our common stock could be severely affected or limited by these regulatory requirements.shares in the secondary market.

As an issuer of “Penny Stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

Although the federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this particular safe harbor protection in the event of any claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

Because our boardBoard of directorsDirectors does not intend to pay dividends on our common stock in the foreseeable future, stockholders may have to sell their shares of our common stock to realize a return on their investment in the company.

Holders of our common stock are entitled to receive dividends when, as and if declared by our Board of Directors out of funds legally available. To date, we have paid no dividends. Our Board of Directors does not intend to declare any dividends in the foreseeable future, but instead intends to retain all earnings, if any, for use in our business operations. Accordingly, a return on an investment in shares of our common stock may be realized only through a sale of such shares, if at all.

We have outstanding convertible debt, which, if repaid will require a significant amount of capital, or if converted into our common stock could have a material adverse effect on our stock price.

As of September 30, 2017, we had convertible notes outstanding with a cumulative outstanding principal balance of $270,000 which, if not converted into our common stock, require repayment at a premium to the outstanding balance, resulting in the need for approximately $480,000 in liquid capital. If, rather than repay these notes, we allow them to convert into our common stock, the conversions would be done at a discount to the market price of our common stock. The potential dilutive effects of these conversions at various conversion prices below our most recent market price of $0.09 per share is as follows:

The issuance and sale of common stock upon conversion of the Convertible Notesoutstanding convertible notes may depress the market price of our common stock.

As sequential conversions of our convertible notes with conversion prices tied to the Convertible Notestrading price of our common stock are effected, and sales of such convertedthe shares take place,issued on conversion occur, the price of our common stock may decline, and as a result, the holder of the Convertible Notesthese notes will be entitled to receive an increasing number of shares in connection with its conversions, which shares could then be sold in the market, triggering further price declines and conversions for even larger numbers of shares, to the detriment of our investors. The shares of common stock which the Convertible Notesconvertible notes are convertible into may be sold without restriction pursuant to Rule 144.144 provided the notes were held for at least six months. As a result, the sale of these shares may adversely affect the market price if any, of our common stock.

In addition, the common stock issuable upon conversion of the Convertible Notesthese convertible notes may represent overhang that may also adversely affect the market price of our common stock. OverhangAs described above, overhang occurs when there is a greater supply of a company'scompany’s stock in the market than there is demand for that stock. When this happens the price of the company'scompany’s stock will decrease, and any additional shares which shareholdersstockholders attempt to sell in the market will only further decrease the share price. TheWe have issued various Convertible Notes will beconvertible notes that are convertible into shares of our common stock at conversion terms as depicted in the table above, and such discountsa discount to market, providewhich provides the holders with the ability to sell their common stock at or below market and still make a profit. In the event of such overhang, the note holder will have an incentive to sell their common stock as quickly as possible. If the share volume of our common stock (which to date has been very limited) cannot absorb the discounted shares, then the value of our common stock will likely decrease.

The issuance of common stock upon conversion of the Convertible Notes will cause immediate and substantial dilution.

The issuance of common stock upon conversion of the Convertible Notes will result in immediate and substantial dilution to the interests of other stockholders since the holder of the Convertible Notes may ultimately receive and sell the full amount of shares issuable in connection with the conversion of such Convertible Notes. Although the Convertible Notes may not be converted if such conversion would cause the holder thereof to own more than 4.99% of our outstanding common stock (subject to 61 days written notice of such holder’s intent to waive such restriction), this restriction does not prevent the holder of the Convertible Notes from converting some of its holdings, selling those shares, and then converting the rest of its holdings, while still staying below the 4.99% limit. In this way, the holder of the Convertible Notes could sell more than this limit while never actually holding more shares than this limit allows. If the holder of the Convertible Notes chooses to do this, it will cause substantial dilution to the then holders of our common stock.

The continuously adjustable conversion price feature of our Convertible Notes could require us to issue a substantially greater number of shares, which may adversely affect the market price of our common stock and cause dilution to our existing stockholders.

Our existing stockholders will experience substantial dilution of their investment upon conversion of the Convertible Notes. The Convertible Notes are convertible into shares of common stock at conversion prices as noted in the above table. As a result, the number of shares issuable could prove to be significantly greater in the event of a decrease in the trading price of our common stock, which decrease would cause substantial dilution to our existing stockholders. As sequential conversions and sales take place, the price of our common stock may decline, and if so, the holder of the Convertible Notes would be entitled to receive an increasing number of shares, which could then be sold, triggering further price declines and conversions for even larger numbers of shares, which would cause additional dilution to our existing stockholders and would likely cause the value of our common stock to decline.

The continuously adjustable conversion price feature of our Convertible Notesnotes may encourage the holdershort selling of the Convertible Notes to sell short our common stock, which could have a depressive effect on the price of our common stock.

The Convertible Notes are convertible into shares of our common stock at conversion prices as noted in the above table. The significant downward pressure on the price of our common stock as the holder of the Convertible Notesconvertible notes converts and sells material amounts of our common stock could encourage investors to short sell our common stock. This could place further downward pressure on the price of our common stock. In addition, not only the sale of shares issued upon conversion of the Convertible Notes,convertible notes, but also the mere perception that these sales could occur, may adversely affect the market price of our common stock.

Risk Factors RelatedMarket volatility has significantly affected our stock price and is likely to effect the Equity Line Financing and This Offeringvalue of your shares.

We are registering an aggregate of approximately 22,750,000 shares of common stock to be issued under the Equity Line Financing. The sale of such shares could depress the market price of our common stock.

We are registering an aggregate of 22,750,000 shares offor our common stock under the registration statement of which this prospectus forms a part for issuance pursuanthas been and is likely to the Equity Line Financing. The sale of these shares into the public market by Dutchess could depress the market price of our common stock. As of August 29, 2013, there were 103,103,275 shares of our common stock issued and outstanding.

We may not have accesscontinue to the full amount under the Equity Line Financing.

As of August 29, 2013, the closing market price of our common stock was $0.02. There is no assurance thatbe extremely volatile. In addition, the market price of our common stock will increase substantiallymay fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others:

Risks Relating to Our Agreements with Kodiak Capital Group, LLC

The sale of our common stock to Kodiak may cause dilution, and the sale of the shares of common stock acquired by Kodiak, or the perception that such sales may occur, could cause the price of our common stock to fall.

Pursuant to the Purchase Agreement, as amended, Kodiak has committed to purchase up to an aggregate of 37,500,000 shares of our common stock. The shares that may be sold pursuant to the Purchase Agreement in the near future.future may be sold by us to Kodiak at our discretion from time to time, commencing after the SEC has declared effective the registration statement that includes this prospectus and concluding on March 31, 2019. The entire commitmentper share purchase price for the shares that we may sell to Kodiak under the Equity Line FinancingPurchase Agreement will fluctuate based on the price of our common stock, and will be equal to 80% of the lowest daily volume weighted average price of our common stock during the three trading days following our delivery of the applicable Put Notice to Kodiak to purchase the shares. Closings from time to time under the Purchase Agreement will only occur if the lowest daily volume weighted average price of the Company’s common stock during the applicable valuation period is $8,500,000. greater than or equal to $0.14 per share, unless otherwise agreed to by Kodiak and us. Depending on market liquidity at the time, sales of shares of common stock to Kodiak may cause the trading price of our common stock to fall.

We expectgenerally have the right to control the timing and amount of any sales of our shares to Kodiak, except that, initially,pursuant to the resale by DutchessPurchase Agreement, we may not sell shares to Kodiak if the sale would result in its beneficial ownership of more than 9.99% of our the outstanding common stock. Kodiak may ultimately purchase all, some or none of the shares of our common stock that we willmay be sold pursuant to the Purchase Agreement and, after it has acquired shares, Kodiak may sell all, some or none of those shares. Therefore, sales to them under our Equity Line Financing may cause our stockKodiak by us could result in substantial dilution to decrease. However, if we are able to report positive developments in our product and business development efforts, we expect that such announcements will cause our stock price to increase sufficiently to a price per share above the price we need to allow us to obtain $8,500,000 or whatever amount we decide to draw on under the Equity Line Financing. The Equity Line Financing is designed to raise $8,500,000 over a 36 month period. If we achieve our product and business development goals, we expect that the announcementinterests of such achievements will have a significant positive impact on the priceother holders of our common stock. Technology research and development is very risky. We cannot be certain that we will achieve our product and business development goals. Any setbacks in our product and business development activities may cause our stock price to drop, in which event we would probably not be able to raise $8,500,000 under our Equity Line Financing. InAdditionally, the event that we raise substantially less than the maximum proceeds we expect to raise under the equity linessale of credit by the expirationa substantial number of its 36 month term, we may seek to extend or renew the Equity Line Financing with Dutchess to raise the short-fall additional revenue on substantially the same terms as under the Investment Agreement. If Dutchess is unwilling or unable to enter into such an arrangement, we will be forced to raise additional capital from other investors. Alternatively, if our business development yields some promising or positive results, we may seek a corporate partner in a joint venture or licensing arrangement in which we would seek to negotiation an upfront licensing fee and/or capital investment from such corporate partner. We have not yet identified any corporate partners for any such joint venture or licensing arrangement. At the current stock price of $0.02, and the lowest volume weighted average price of $0.019, we would have to issue 447,368,421 shares of our common stock to DutchessKodiak, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in order to have access to the full amount under the Investment Agreement in comparison to the number of shares we have registered, irrespective of limitations that would prevent us from drawing the full proceeds. The net proceeds we would receive would be $432,250 less $10,250 in commission or fees, includingfuture at a one-time document preparation fee of $10,000. Moreover, based upon our stocktime and at a price and trading volume as of August 29, 2013, the maximum amount we would be able to put to Dutchess for each put would be $987. Due to the floating purchase price under the Investment Agreement, we do not know the exact number of shares that we will issue under the Equity Line Financing.might otherwise wish to effect sales.

DutchessKodiak will pay less than the then-prevailing market price for our common stock.stock for purchases under the Purchase Agreement.

The common stock to be issued to DutchessKodiak pursuant to the InvestmentPurchase Agreement willmay be equalpurchased at a 20% discount to 95%the daily volume weighted average price of the lowest Volume Weighted Average Price of ourCompany’s common stock during the four consecutivethree trading days immediately following the date the notice of our election to put shares pursuant to the Investment Agreement is delivered to Dutchess (the date of delivery of such notice is referred to as the “put date”). The purchase price under the Investment Agreement is based upon a 5% discount to the then-prevailing lowest volume weighted average share price over a four trading day period and, as a result, the lower the stock price at the time Dutchess purchases the stock, the more common shares Dutchess will receive. Dutchessapplicable Put Notice. Kodiak has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If DutchessKodiak sells the shares, the price of our common stock could decrease. If our stock price decreases, DutchessKodiak may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact on our stock price.

There

We may not be sufficient trading volume inable to put to Kodiak all 37,500,000 shares available under the Purchase Agreement.

The Purchase Agreement provides for the purchase by Kodiak of up to 37,500,000 shares of our common stock, which at the minimum purchase price of $0.14 per share under the Purchase Agreement would result in gross proceeds to permit us of $5,250,000. Our ability to generate adequatedraw down funds fromand sell shares under the exercisePurchase Agreement requires the satisfaction of our put.

The Investment Agreement providesa number of conditions, including that the dollar valueregistration statement of which this prospectus is a part be declared effective by the SEC and continue to be effective at the time of the put, as well as Kodiak’s compliance with its obligations under the Purchase Agreement.   Accordingly, there can be no guarantee that that we will be permittedable to put to Dutchess will be equal to up to either 1) 200%draw down all or any portion of the average daily volume (U.S. market only) of our common stock for$5,250,000 available to us under the three Trading Days prior to the applicable put notice date, multiplied by the average of the three daily closing prices immediately preceding the put date or 2) $50,000. If the average daily trading volume in our common stock is too low, it is possible that we would exercise a put for less funds than may be adequate for funding for our planned operations.Purchase Agreement.

Our common stock is thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Our common stock has historically been sporadically or “thinly-traded” on the OTCBB, meaning that the number of persons interested in purchasing our common stock at or near ask prices at any given time may be relatively small or nonexistent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable.

As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a mature issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. It is possible that a broader or more active public trading market for our common stock will not develop or be sustained, or that current trading levels will continue.USE OF PROCEEDS

The selling stockholder may engage in hedging transactions, other than short sales, which may result in broker-dealers or other financial institutions engaging in short sales for their own account and not for the benefit ofShares offered by this prospectus will be sold by the selling security holder, which may cause a steep decline of our share price.

In connection with the distribution of our common stock or otherwise, the selling stockholder may enter into hedging transactions, other than short sales, with broker-dealers or other financial institutions. In connection with such hedging transactions, broker-dealers or other financial institutions may, for their own account and not for the benefit of Dutchess, engage in short sales of shares in the course of hedging the positions they assume with the selling stockholder. If there are significant short sales of our stock by such broker-dealers or other financial institutions, the price decline that would result from this activity will cause our share price to decline which in turn may cause long holders of our stock to sell their shares thereby contributing to sales of stock in the market. If there is an imbalance on the sell side of the market our stock the price will decline. It is not possible to predict if the circumstances where by a short sales could materialize or to what our share price could drop. In some companies that have been subjected to short sales their stock price has dropped to near zero. We cannot provide any assurances that this situation will not happen to us.

Shares eligible for future sale by our current stockholders may adversely affect our stock price.

To date, we have had a very limited trading volume in our common stock. As long as this condition continues, the sale of a significant number of shares of common stock at any particular time could be difficult to achieve at the market prices prevailing immediately before such shares are offered. In addition, sales of substantial amounts of common stock, including shares issued upon the exercise of outstanding options and warrants, under Securities and Exchange Commission Rule 144 or otherwise could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital at that time through the sale of our securities.

If we fail to remain current on our reporting requirements, we could be removed from the OTCBB, which would limit the ability of Broker-Dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTCBB, such as the Company, must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on the OTCBB. If we fail to remain current on our reporting requirements, we could be removed from the OTCBB. As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

USE OF PROCEEDS

stockholders. We will not receive any net proceeds from salesthe sale of common stock by the selling stockholders. However, we will receive proceeds from the sale of shares of our common stock being registered for resaleto Kodiak under the Purchase Agreement, and upon the exercise of warrants held by the Selling Stockholders named in this prospectus.selling stockholders. These proceeds would be used for general working capital purposes and for the expansion of Green Leaf’s cultivation facilities.

SELLING STOCKHOLDERS

DILUTION

“Dilution” representsThis prospectus relates to the difference betweenpossible resale from time to time by the offering price per share and the net tangible book value per shareselling stockholders of our Common Stock immediately after completion of this offering. Net tangible book value per share represents our net tangible assets (our total assets less our total liabilities), divided by the number ofcommon stock, including all shares of common stock outstanding atthat may be issued by us to Kodiak under the timePurchase Agreement and upon exercise of the warrant held by Kodiak. Except for the transactions contemplated by the Purchase Agreement, including our obligations under the related Registration Rights Agreement pursuant to which we have filed the registration statement of which this offering. Our net tangible book value as of March 31, 2013 was $(0.0172). Please refer to the following table presenting the number of shares issued and the corresponding price per share paid before this Offering. Followingprospectus is a table illustratingpart, Kodiak has not had any material relationship with us within the pro forma dilution as of March 31, 2013 to investors if 100%, 75%, 50%, or 25% of the Offering is sold.

past three years. We also have not had any material relationship with any other selling stockholder listed below.

SELLING STOCKHOLDER

The following table sets forth the name ofbelow presents information regarding the selling stockholder,stockholders and the number of shares of common stock owned, the number of shares of common stock registeredthat they may offer from time to time under this prospectus. This table is prepared based on information supplied to us by this prospectus and the number and percent of outstanding shares that the selling stockholder will own after the salestockholders, and reflects holdings as of the registered shares, assuming all of the shares are sold. The information provided in the table and discussions below has been obtained from the selling stockholder.February 27 , 2018. As used in this prospectus, the term “selling stockholder” includes the selling stockholders named below and any donees, pledges,pledgees, transferees or other successors in interest selling shares received after the date of our common stock receivedthis prospectus from the named selling stockholderstockholders as a gift, pledge, distribution or other non sale-relatednon-sale related transfer. The number of shares in the column “Maximum Number of Shares of common stock to be Offered Pursuant to this prospectus” represents all of the shares of common stock that the selling stockholders may offer under this prospectus. The selling stockholders may sell some, all or none of its shares in this Offering. We do not know how long the selling stockholders will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale of any of the shares.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the Securities and Exchange CommissionSEC under the Exchange Act. Unless otherwise noted, each person or group identified possesses soleAct, and includes shares of common stock with respect to which the selling stockholders has voting and investment power with respectpower. The percentage of shares of common stock beneficially owned by the selling stockholders prior to the shares, subject to community property laws where applicable. AsOffering shown in the table below is based on an aggregate of August 29, 2013, there were 103,103,275587,497,236 shares of our common stock issued and outstanding.outstanding on February 27 , 2018. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.

On November 7, 2012, we entered into the Investment Agreement with Dutchess to raise up to $8,500,000 through an Equity Line Financing. Other than a bridge loan received from Dutchess in the form of a $35,000 (net proceeds of $27,000) promissory note dated November 6, 2012, to our knowledge Dutchess has not had a material relationship with us during the last three years.

_____________________

Equity Line Financing

The selling security holder is resellingThis prospectus also covers any additional shares of our common stock sold to itwhich become issuable in connection with the shares being registered by our exercisereason of any stock dividend, stock split, recapitalization or other similar transaction effected without the put right under the Investment Agreement. Each put may be for up to either 1) 200%receipt of the average daily volume (U.S. market only) of our common stock for the three Trading Days prior to the applicable put notice date, multiplied by the average of the three daily closing prices immediately preceding the put date or 2) $50,000.

For each put notice submitted to Dutchess by the Company, the Suspension Price is $0.01 for that put. In the event the Common Stock falls below the Suspension Price, the put shall be temporarily suspended. The Put shall resume at such time as the Common Stock is above the Suspension Price, provided the dates for the Pricing Period for that particular put are still valid. The Pricing Period shall mean the four consecutive trading days beginning on the Put Notice Date and ending on and including the date that is three trading days after such Put Notice Date. In the event the Pricing Period has been complete, any shares above the Suspension Price due to Dutchess shall be sold to Dutchess by the Company at the Suspension Price under the terms of this Agreement. 

The selling stockholder will not receive any compensation, fees or commissions under the Investment Agreement.

We have no expectations that we will be able to raise the full $8,500,000 available from the Equity Line Financing. However, we believe that if we achieve positiveconsideration which results from our research and development efforts those results may helpin an increase our stock price and, therefore, reducein the number of shares we will need to put to Dutchess in order to raise the full $8,500,000 in gross proceeds we are seeking to raise under the Equity Line Financing. Additionally, we have authorized 600,000,000our outstanding shares of common stock outstanding and currently have 103,103,275 issued and outstanding.stock.

PLAN OF DISTRIBUTION

Our equity line with Dutchess contemplates our future possible issuance

This prospectus relates to the resale of up to an aggregate 22,750,00093,522,930 shares of our common stock as a result of this registration statement, subject to certain restrictions. Currently, we believe it is unlikely we will need to draw the full amount available under this equity line prior to the expiration of the equity line. If the terms and conditions of the equity line are satisfied, and we choose to exercise our put rights to the fullest extent permitted and sell all of the 22,750,000 shares of our common stock to Dutchess, the ownership by our existing non-affiliate stockholders will be diluted by approximately 13.2%, or from 70.2% to 57.0%, based on 68,808,246 shares of $0.001 par value common stock held by non-affiliates on August 29, 2013. If we issue all of the shares under the equity line, we would have 125,853,275 shares issued and outstanding, of which 91,558,246 shares will be held by non-affiliates, resulting in a 5.7% increase in the shares held by non-affiliates from 70.2% to 75.9%. We expect that the initial issuance of the shares under the equity lines and subsequent resale by Dutchess will probably cause our share price to decrease. However, we also expect that with a substantial amount of the proceeds from the equity line being spent on research and development activities we may be able to offset such downward pressure on our stock price with announcements of our ongoing research and development. If our research and development efforts are positive, we would expect that the announcement of such result would cause our share price to increase. Conversely, if our research and development efforts fail to produce positive results, we would expect that such result would cause a significant decrease in our stock price.

In the event that we raise substantially less than the maximum proceeds we expect to raise under the equity lines of credit by the expiration of its 36 month term, we may seek to extend or renew the Equity Line Financing with Dutchess to raise the short-fall additional revenue on substantially the same terms as under the Investment Agreement. If Dutchess is unwilling or unable to enter into such an arrangement, we will be forced to raise additional capital from other investors.

PLAN OF DISTRIBUTION

The purpose of this prospectus is to permit the selling stockholder to offer and sell up to an aggregate of 22,750,000 shares at such times and at such places as it chooses. The decision to sell any shares is within the sole discretion of the holder thereof.

The distribution of our common stock by the selling stockholderstockholders.

The selling stockholders and any of their pledgees, assignees and successors-in-interest may, be effected from time to time, in onesell any or more transactions. Anyall of the shares covered hereby on any stock exchange, market or trading facility on which our common stock is traded or in private transactions. These sales may be offered for sale, from time to time, by the selling stockholder, or by permitted transferees or successors of the selling stockholder, or otherwise, at prices and on terms then obtainable, at fixed prices, at prices then prevailing at the time of sale, at prices related to such prevailing prices, or in negotiated transactions at negotiated prices or otherwise.prices. The common stockselling stockholders may be sold byuse any one or more of the following:following methods when selling shares:

Dutchess and any broker-dealers who act in connection with the sale of its shares are “underwriters” within the meaning ofThe selling stockholders other than Kodiak may also sell Shares under Rule 144 under the Securities Act, andif available, rather than under this prospectus.

Broker dealers engaged by the selling stockholders may arrange for other brokers dealers to participate in sales. Broker dealers may receive commissions or discounts from the selling stockholders (or, if any discounts, concessions or commissions received by them and profit on any resalebroker dealer acts as agent for the purchaser of shares, from the shares as principal may be deemedpurchaser) in amounts to be underwriting discounts, concessionsnegotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and commissions underin the Securities Act.case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the distributionsale of the common stockshares or otherwise,interests therein, the selling stockholderstockholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions, which may for their own account and not for the benefit of the selling stockholder,in turn engage in short sales of the shares in the course of hedging the positions they assume with the selling stockholder. Under the Investment Agreement, the selling stockholder cannot sell shares short.assume. The selling stockholderstockholders may also enter into optionsoption or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealers or other financial institutions of the common stock, which shares such broker-dealers or financial institutions may resell pursuant to this prospectus, as supplemented or amended to reflect that transaction. The selling stockholder may also pledge the common stock registered hereunder to a broker-dealer or other financial institution and, upon a default,of shares offered by this prospectus, which shares such broker-dealer or other financial institution may affect sales of the pledged sharesresell pursuant to this prospectus as(as supplemented or amended to reflect such transaction.transaction).

The selling stockholder or its underwriters, dealers or agents may sell the par value common stock to or through underwriters, dealers or agents, and such underwriters, dealers or agents may receive compensation in the form of discounts or concessions allowed or re-allowed. Underwriters, dealers, brokers or other agents engaged by the selling stockholder may arrange for other such persons to participate. Any fixed public offering price and any discounts and concessions may be changed from time to time. Underwriters, dealers and agents who participate in the distribution of the common stock may be deemed to be underwritersKodiak is an “underwriter” within the meaning of the Securities Act and any discountsbroker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by themsuch broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts and commissions thereunder. The proposed amounts of the common stock, if any, to be purchased by underwriters and the compensation, if any, of underwriters, dealers or agents will be set forth in a prospectus supplement.

Unless granted an exemption by the Commission from Regulation Mdiscounts under the Exchange Act,Securities Act. Kodiak has informed us that it does not have any written or unless otherwise permitted under Regulation M, the selling stockholder will not engage in any stabilization activity in connectionoral agreement or understanding, directly or indirectly, with our common stock, will furnish each broker or dealer engaged by the selling stockholder and each other participating broker or dealer the number of copies of this prospectus required by such broker or dealer, and will not bid for or purchase any common stock of our or attempt to induce any person to purchasedistribute the shares. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

The selling stockholders may from time to time pledge or grant a security interest in some or all of the common stock other than as permittedshares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares from time to time under the Exchange Act.

We will not receive any proceeds from the sale of these shares of common stock offered by the selling stockholder. We shall use our best efforts to prepare and file with the Commission such amendments and supplements to the registration statement and this prospectus as may be necessaryafter we have filed an amendment to keep such registration statement effective and to comply with the provisionsthis prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act with respectamending the list of selling stockholders to include the dispositionpledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The selling stockholders also may transfer the shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the common stock covered bySecurities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus.

Kodiak has agreed to pay us $25,000 for legal fees incurred in connection with the filing of the registration statement forof which this prospectus is a part on the period requireddate the registration statement is declared effective by the SEC. Subject to effect the distribution of such common stock.

We have agreed toreimbursement, we will pay all fees and expenses ofincurred by us incident to the registration of the shares of common stock; provided, however, that the Selling Stockholder will pay all underwriting discounts and selling commissions, if any.shares.

In order to comply with certain state securities laws, if applicable,Because Kodiak is an “underwriter” within the common stockmeaning of the Securities Act, they will be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain statessubject to the sharesprospectus delivery requirements of common stock may not be sold unless they have been registered or qualify for sale in such state or an exemption from registration or qualification is available and is complied with.the Securities Act including Rule 172 thereunder.

DESCRIPTION OF SECURITIES

General

We currently have authorized 600,000,000 shares of common stock, 2,000,000 shares of Series A preferred stock and 10,873,347 Series B preferred stock.

Common Stock

As of August 29, 2013, 103,103,275 shares of common stock were issued and outstanding and held by 288 stockholders of record. Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.

Preferred Stock

As of August 29, 2013, 2,000,000 shares of Series A preferred stock were issued and outstanding and held by two stockholders of record. Holders of our Series A preferred stock are entitled to 25 votes for each share on all matters submitted to a stockholder vote. As of August 29, 2013, 4,349,339 shares of Series B preferred stock common stock were issued and outstanding and held by one stockholder of record. Holders of the Company’s Series B Preferred Stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of our Series B Preferred Stock have the right to designate or elect one of the Company’s directors and holders of our of Series A and Series B Preferred Stock voting together as a single class have the right to designate or elect one of the Company’s directors.

Dividends

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the development and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the securities offered hereby has been passed upon for us by Diane D. Dalmy, Attorney at Law, Denver, Colorado. The financial statements as of and for the years ended December 31, 2012 and 2011 included in this prospectus and in the registration statement have been audited by M&K CPAs PLCC, an independent registered public accounting firm, as stated in their report appearing herein.

DESCRIPTION OF BUSINESS

Overview

Players Network was incorporated in the State of Nevada in March of 1993. Players Network is an entertainment company engaged in the development of Digital Networks. We distribute broadband video and other social media content over a wide variety of internet enabled devices and cable television channels. Due to recent capital infusions and an expanded management team, we have been able to complete the first phase of development and launch its proprietary scalable technology platform. The platform is designed to deliver video content and develop digital social communities, including “Vegas On Demand TV”, which is our first digital branded network that was in development during the nine months ended, September 30, 2011. We launched our beta version on October 7, 2011.

We operate a Video On Demand (“VOD”) television channel, also named Vegas On Demand, which consists of original programming that is distributed over its own VOD channels to approximately 24,000,000 homes over the internet with distribution partners that include, Comcast, Hulu, Blinkx, Google, YouTube and Yahoo Video, for DVD home video, and various mobile platforms. We have a fourteen year history of providing consumers with quality ‘Gaming and Las Vegas Lifestyle’ video content.

Vegas On Demand TV offers its audience the ability to connect to Vegas Insiders through unique, high-quality programming that captures the excitement, sex appeal, entertainment, 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 that attract young and sophisticated viewers that comprise the major digital media demographic. Whenever possible our content incorporates an expert, insider or celebrity within the Vegas community in order to enhance promotional merchandising to prospective customers.

We plan to use both our platform and original branded programming and events as a means to develop additional revenue streams, as well as marketing and membership benefits of our social media platform. These revenue streams include branded entertainment, sponsorships for events, and media placement, third party commissions for video and banner advertisements, merchandise and production sales and services.

We have addressed the digital market in an effort to grow as a New Media Company using “Vegas On Demand”, our flagship Branded Television Channel Destination, use our scalable, custom Enterprise Web Platform to host “Vegas On Demand”, which can also be replicated to launch thousands of Channel Destinations in any Lifestyle Category, for any Lifestyle Brand.

Our Enterprise Platform efficiently deploys, manages and distributes videos with integrated revenue-generating tools that go beyond traditional advertising. On our Platform, the viewer of a video is brought into a web environment encompassing that video’s lifestyle, where they are presented with Membership, Merchandising, Couponing, Subscription, Loyalty Programs, Contest and other Marketing opportunities, including the integration of Live Events. The Platform also integrates Branded Sponsorships, and a game-like Virtual Economy supported by our Cost Per Action Advertising network.

Our next-generation Media Network operates across all distribution platforms from TV screens to mobile devices, gaming consoles, computers and tablets. We have positioned ourselves to provide companies with an affordable, turnkey, integrated solution that creates bookable revenue while generating net profits. We have not yet generated revenues from our Platform, but plan to market our services to companies in 2012 that can make their initial investment using a small portion of their existing marketing budget.

By providing companies and Lifestyle Brands with their own Channel Destination on our Enterprise Web Platform and offering our Media and Production expertise, we plan to provide an integrated Media, Marketing and Merchandising solution that aims to save our customers significant time and money that would need to be incurred to replicate equivalent services.

We have also leveraged our existing library of original content, and distribution network, to build this infrastructure hub and launch our initial digital Lifestyle Network: “VegasOnDemand.tv”.

Through the cross-promotional integration of Sponsored Live Events, Contests and Media creation and distribution, PNTV’s Platform can deliver a targeted audience that can be monetized in multiple ways. The Platform is a Revenue Engine that grows as audience and page views increase. The Platform also provides a self-perpetuating aggregation juncture where Las Vegas businesses and “Insiders” can connect socially with their audience/customer and generate shared revenues.

The ability to Monetize Video in so many ways, coupled with an efficient, easy-to-use technical and administrative back-end dashboard, is a powerful feature of PNTV’s Platform. It allows the creation of unlimited, new Channel Destinations using our scalable Content Management System (“CMS”) framework, with cost-competitive operations. Importantly, it allows Content Management by administrative and editorial level employees without the expense of having a full-time technical engineering staff in-house.

Our platform has two main membership categories: 1) the Consumer/User who visits our digital communities and partakes in viewing ad-supported and pay-per-view premium videos, purchases products and connects with “Insiders”, who are our 2) Premium Members.

Premium Members must be industry Insiders and/or experts in their Lifestyle category. For example, with regard to Vegas On Demand, Insiders are designed to be the who’s-who of Vegas: Entertainers, Nightclub Promoters, Casino Hosts, famous Chefs, etc. who offer our Members deals on transactions connected to their sphere of influence. Deals may include being invited to a special VIP Event, Line Passes, two-for-one offers, PPV Video discounts, etc.

Transactions can be purchased using credit cards, or our incentivized Virtual Economy. When using our Virtual Economy, we set the value of the goods and services that are redeemed through a Points (Virtual Currency) System. Points can be bought or earned using our CPA Ad Network. Our Virtual Economy allows the Company to realize revenue every time Points are earned, as well as every time Points are redeemed.

In December, we signed an agreement with J&H Productions to produce a series of three reality shows centered on a family that is in the Las Vegas nightlife and night club business. The agreement also provides for the production of forty short video segments to be used to develop a new branded Channel Destination using our scalable platform.

On May 11, 2011, we acquired a 10% interest in iCandy, Inc. (“ICI”), and a 10% interest in iCandy Burlesque, Inc. (“ICB”), Nevada entertainment companies that develop and operate a variety of entertainment shows in the United States, primarily in casinos within Las Vegas, NV and Atlantic City, NJ. We acquired these interests in exchange for $25,499 that was in turn spent on the development of a promotional video that will be distributed over our media channels. In addition, we agreed to pay a license fee of 20% of the adjusted gross revenues that we earn from the distribution and sales related to the promotional video content. No such revenues have been earned to date.

Market Opportunity

Our opportunity to capitalize on its early adaptation in the market place is primarily due to the advancement in technology and digital platforms. This digital revolution has rapidly changed the way consumers’ access television content. Instead of scheduled programming, video can now be viewed “On Demand” through digital cable television and satellite networks, broadband internet, and by downloading content to mobile and wireless devices such as MP3 players, Smart phones and PDAs.

We have spent the last five years creating electronic distribution opportunities through distribution agreements with substantial media companies such as the cable company, Comcast. This has allowed us to position itself to capitalize on technological developments in the near future, such as, dynamic ad insertion technology, which is expected to be rolled out within the next year. Dynamic ad insertion will allow the Company to capture advertising revenue every time one of its videos is viewed.

Each new network will become an integrated Channel Destination that will include VOD television and a social community to complete and compliment a vertical distribution and marketing strategy. Each network will command a new audience and advertisement tied to the amount of monthly viewers, thus ultimately increasing Players Network’s advertising revenues.

Social media websites have exploded during the past few years with the likes of Facebook and Twitter, however many people have not heard of the hundreds of upcoming niche social networks. Players Network plans to underline all its websites with social elements in order to create communities and increase its memberships. Increased membership will lead to increased web traffic and commerce opportunities that target the many revenue streams that surround the seventy billion dollar US gaming industry.

Distribution

During the last several years, we have built a substantial distribution base with major partners that are now delivering our programming. As such, we have expanded and can be viewed in over 24 million VOD television homes. This has allowed us to become one of the first new content companies to establish itself as a leader in new media distribution. The company has built relationships in the Video on Demand (“VOD”) and internet protocol television (“IPTV”) space, by signing distribution agreements with Comcast, AT&T, Verizon, Direct TV and Dish Network. As part of our agreements, we retain the rights to all advertising revenue earned by our programming. In addition to television households, we have signed distribution agreements, launched programming and revenue sharing agreements with Sling Media, Hulu.com and Blinkx in the rapidly expanding IPTV market.

We intend to keep expanding our new media distribution platforms and continue our productionthis prospectus effective until such time as all of original programming for our own distribution platforms, while also expanding its distribution through partnerships with new and traditional media companies in areas that include cable television, broadcast and satellite television, Pay-Per-View, television syndication, including more broadband, smart TVs, tablets, game consoles, downloadable devices and mobile devices, additional land-based locations, in-flight venues, and on-board sources. We planthe shares have been sold pursuant to generate new revenues from sponsorship, advertising, content licensing, subscriptions and live events through video chat and commerce.this prospectus or Rule 144 under the Securities Act or any other rule of similar effect.

Content/ProgrammingUnder applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of our securities by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Our programming brands include, (1) Vegas On Demand focuses on Gaming lifestyle and produces programming about Horse Racing, Sports Betting, Casino Games, Poker and much more; (2) Vegas On Demand, which is about Las Vegas lifestyle and covers celebrity, night clubs, poolside experiences, entertainment and more; and (3) Sexy Sin City TV covers the adult and sexy side of Las Vegas after dark.

We develop, produce, acquire and distribute a wide range of original, high-quality lifestyle television programming to serve consumers interested in gaming and entertainment, and activities associated with, or surrounding gaming. Our programming focuses primarily on Las Vegas, but also includes gaming lifestyle programming worldwide. Our proprietary productions include gaming instruction, gaming news, instruction on sports and racing wagering, gaming entertainment, tournaments, events and travel.

The development of our programming is led by Michael Berk, who is one of Hollywood’s most successful television producers. Michael Berk has created over 500 hours of network television that includes five television series. Mr. Berk is best known for his series “Baywatch”, which he created and for which he was the Executive Producer for twelve years. Baywatch is distributed in 144 countries and is in the Guinness World Book of Records as the most watched television show in history.

We have a library of 1,550 gambling and gaming lifestyle videos, including several new series of both long and short form content. Some of these series include Players Network originals; Hidden Vegas, Tattoo Tails that include 30 originally produced hours of programming from the World Series of Poker(R), which Players Network had the exclusive rights to produce and air live. Players Network produced over 50 videos at the Hooters Hotel and Casino, 28 new gaming instructional videos aimed at slots and video poker players, a series of 23 videos on magic entitled “Hocus Pocus”, The “Best of Vegas” series, “Neon Buzz”, an entertainment report that covered red carpet events and many more. Our growing programming library is an asset which represents long-term revenue opportunities in advertising, sponsorship, direct sales and product integration, domestic and international program sales, broadband syndication, subscription fees and increased home video sales.

Strategy

Our goal is to leverage our Enterprise Platform to collaborate with industry experts and content producers in selected lifestyle and service fields in an effort to incubate digital business extensions with existing and new businesses by:

Distribution

We distribute our gaming lifestyle media programming through a variety of media platforms, including Video on Demand, broadband/Internet, Satellite television, Cable Television, packaged media, and on our proprietary website. Through our new dedicated channel available through Comcast, we intend to deliver live and taped original television series, live pay per view events, mobile and internet content down loading, information segments and interactive content. The channel’s expanded programming will include popular poker programs, reality shows, game shows, documentaries, talk shows and special events on the gaming lifestyle. In the fall of 2006, we launched our Players Network channel by upgrading the content and production value and changed the Electronic Programming Guide (EPG) to Vegas on Demand. This change immediately increased our viewership substantially.

Broadband/Internet

Broadband / Internet is the future, as consumers are tired of paying high cable and satellite bills and younger generations are spending the majority of their time on internet and mobile devices, millions of consumer are cutting their cable and satellite services and accessing their content through less expensive, new media devices connected to the internet.

Currently there are over 6 billion interconnected devices that served up 350 billion videos in 2011 and are expected to grow to 12 billion devices by 2014. This shift in consumer habits is breaking down the barriers of entry in the content business and allowing producers and publishers to distribute directly to its targeted audiences through key word searches.

The Company is continuously seeking advertiser and sponsorship support with some premium content available to consumers for a fee. As brand awareness grows through advertising and major industry tie-ins, the Company will seek to become an aggregating portal for other gaming sites.

Players Network intends to heavily market and cross-promote its website and the Company is actively exploring additional relationships through the social media networks, such as Face Book, My Space and Twitter.

The Company also believes there is a great opportunity to provide content to and share content with other internet gaming-related information, data, entertainment, gambling and educational sites. Players Network intends to use its website to develop gaming lifestyle communities, then offer the members of these communities live video events, information services, discounts, travel, commerce, etc., as well as instant messaging, chat, comments, reviews and perspectives from consumers on a variety of topical subjects.

International Television

In creating a truly global brand, Players Network plans to take advantage of opportunities for channel and programming distribution outside of the U.S. on both full channels and as programming blocks on existing services. One of our key objectives in 2012 is to produce a ½-hour weekly Vegas On Demand entertainment show that we expect to be distributed to several European and South American countries. As of the date of this Prospectus, the Company is not producing the 1/2 hour weekly show. However, the Company is producing videos every month and distributing on the worldwide web. The Company is currently producing a series titled "Naked Empire". There have been no sales of the video "Naked Empire" but production and marketing programs are being established as part of the ongoing business operations of the Company.

As the Company begins its program sales efforts to license individual programs and series to overseas distributors, it will have the advantage of determining the specific global distribution partners with which it desires to develop deeper, longer-lasting linear channel relationships.

Mobile

The mobile apps market is continuing to grow and has become a part of global culture. All of our Channel Destinations will have a mobile extension to give our members access to features and benefits contained within each community. For example, our Vegas on Demand Channel will offer a mobile app that allows members to access “How to Play Blackjack/Craps/Roulette” videos, and offers of VIP Vegas access for our Members.

Competition

Although we are unaware of any other company that is aimed exclusively at the gaming lifestyle market, we face intense competition from a variety of other companies that develop and distribute gaming lifestyle content, including (i) full service in-room providers, (ii) cable television companies, (ii) direct broadcast satellite services, (iv) television networks and programmers, such as ESPN, the Travel Channel, E!, the Food Network; (v) Internet service providers, (vi) broadband connectivity companies, and (vi) other telecommunications companies. In addition, our services compete for a viewer’s time and entertainment resources with other forms of entertainment.

As we expand and our users become more acclimated to social interaction and Video On Demand, we believe that the whole world will be competing for the same viewers. Our advantage is that competition has driven users to our market and that the key to success will be to produce fresh content that is exclusive to our Channel Destinations and target markets.

GOVERNMENTAL APPROVAL AND REGULATION

We do not believe that any governmental approvals are required to sell our products or services. The Communications Act of 1934, as amended by the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992 and the Telecommunications Act of 1996, governs the distribution of video programming by cable, satellite or over-the-air technology, through regulation by the Federal Communications Commission (“FCC”). However, because Players Network’s video distribution systems do not use any public rights of way, they are not classified as cable systems and are subject to minimal regulation. Thus, the FCC does not directly regulate the programming provided by the Company.

Although the FCC generally does not directly regulate the services provided by us, the regulation of video distribution and communications services is subject to the political process and has been in constant flux over the past decade. Further material changes in the law and regulatory requirements must be anticipated and there can be no assurance that our business will not be adversely affected by future legislation or new regulations.

PROPERTIES

We have a library of over 1,050 gambling and gaming lifestyle videos and we produce an average of fifteen to twenty new videos per month. We own the intellectual property rights in the programming and content that we produce. Moreover, the slogans “Everybody wants to be a player” and “The only game in town” are registered trademarks of the Company with the United States Patent and Trademark Office (the “PTO”). The Company has received from the PTO the trademark for “Players Network” and for the service mark “Players Network.”

The principal executive office of Players Network is located at 1771 E. Flamingo Road, #201-A, Las Vegas, Nevada, 89119. Players Network occupies approximately 2,800 square feet of office space at these premises pursuant to a month to month sub-lease that commenced on September 1, 2009. The monthly rent was $2,000 through June, 2011 at which time it was raised to approximately $4,025 per month with the acquisition of additional office space.

These properties are in good condition, well maintained and adequate for Players Network’s current and immediately foreseeable operating needs. We do not have any policies regarding investments in real estate, securities or other forms of property.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Market Information

Market Information

Our common stock is traded on the OTCBB system under the symbol “PNTV.”

The following table sets forth the high and low trade information for our common stock for each quarter during the past two years. The prices reflect inter-dealer quotations, do not include retail mark-ups, markdowns or commissions and do not necessarily reflect actual transactions.STOCK

Our common stock is quoted and traded on the over-the-counter bulletin board market (OTCBB)OTCQB tier of OTC Markets under the symbol PNTV.OB.

“PNTV”. The following table sets forth the high and low bid prices for each quarter within the last two fiscal years.years and the subsequent interim periods. The source of these quotations is the OTCBBOTCQB Trade Activity Report. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

Holders

The closing price for our common stock on February 27 , 2018, as reported by the OTCQB, was $0.073 per share. As of August 29, 2013, in accordance withFebruary 27 , 2018, there were approximately 350 holders of record of our common stock. ClearTrust, LLC (telephone: (813) 235-4490; facsimile: (813) 388-4549) is the registrar and transfer agent records, we had 288 record holders offor our common stock.

DividendsDIVIDEND POLICY

To date, weWe have notnever declared or paid anycash dividends on our common stock. We currentlystock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our consolidated financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information, to the best of our knowledge, about the beneficial ownership of our common stock on February 27, 2018 , held by those persons known to beneficially own more than 5% of our capital stock and by our directors and executive officers.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes (unless footnoted) shares of common stock that the stockholder has a right to acquire within 60 days through the exercise of any option, warrant or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock. Although we intend to retain our earnings, if any, to financeUnless otherwise indicated, the exploration and growthaddress of our business, our Board of Directors will have the discretion to declare and pay dividendseach listed stockholder is c/o Players Network, 1771 E. Flamingo Road, #201-A, Las Vegas, NV 89119.

* less than 1%

⁽¹⁾Except as indicated in the future.footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock, Series A Preferred Stock or Series C Preferred Stock owned by such person.

Payment

⁽²⁾Percentage of dividends in the future will dependbeneficial ownership is based upon our earnings, capital requirements, and other factors, which our Board587,497,236 shares of Directors may deem relevant.common stock outstanding as of February 27 , 2018.

Transfer Agent and Registrar⁽³⁾Percentage of beneficial ownership is based upon 2,000,000 shares of Series A Preferred Stock outstanding.

Our transfer agent⁽⁴⁾Percentage of beneficial ownership is Registrarbased upon 12,000,000 shares of Series C Preferred Stock outstanding.

⁽⁵⁾Includes stock options and Transfer Company, Pacificwarrants to purchase 23,750,000 shares of common stock and 25,000 shares held for the benefit of Mr. Bradley’s minor daughter.

⁽⁶⁾Includes 38,000 shares held by MJB Productions, which is 100% owned by Mr. Berk.

⁽⁷⁾Excludes (i) 125,000 shares held by Mr. Berk’s ex-wife, and (ii) 125,000 shares by Mr. Berk’s adult son, and includes options to acquire 2,750,000 shares of common stock.

⁽⁸⁾Includes stock options to purchase 5,000,000 shares of common stock.

⁽⁹⁾Includes stock options to purchase 2,000,000 shares of common stock.

⁽¹⁰⁾Series A Preferred Stock Transfercarries preferential voting power of 25:1. Both Mr. Bradley and its phone number is (702) 361-3033.Mr. Berk hold 1 million shares of Series A Preferred Stock.

⁽¹¹⁾Series C Preferred Stock carries preferential voting power of 50:1.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONOPERATIONS.

Overview and Outlook

Players Network is actively pursuing the cultivation and processing of medical and recreational marijuana in North Las Vegas pursuant to two medical marijuana establishments (MME) licenses that were granted by the city of North Las Vegas for cultivation and production to its majority-owned subsidiary, Green Leaf Farms Holdings LLC, in which the Company holds an 85.4% interest. We were incorporatedalso distribute content relating to the cannabis industry at WeedTV.com.

Green Leaf Cannabis Business

Green Leaf was granted two Medical Marijuana Establishment (MME) licenses by the City of North Las Vegas and State of Nevada; one for cultivation, and one for production of extracts, along with cultivation and production licenses for recreational cannabis that went into effect on July 1, 2017.

The cannabis industry is one of the fastest growing markets in the America, and Nevada is uniquely positioned to become one of, if not the largest market in the country. The sale of cannabis in Nevada for medical purposes has been legal since 2015, and on July 1, 2017, the recreational use of cannabis became legal in the State of Nevada.

It is projected that by the end of 2017 there will be 43,000 Nevada State issued medical marijuana cardholders. Nevada also offers reciprocity to Out-of-State medical cannabis cardholders. With nearly one million medical marijuana cardholders residing in Marchstates adjacent to Nevada, and more than 52 million annual visitors to Nevada, the market for medical marijuana is substantial, and with the recent passage of 1993. We are a media and entertainment company engagedrecreational marijuana laws that were implemented in the developmentsummer of Digital Networks. We distribute broadband2017, Nevada is expected to generate $1.8 billion in revenue from cannabis in 2018. As large as the medical marijuana market is, it is dwarfed by Nevada’s adult recreational marijuana market.

Green Leaf offers the following products and services:

Media Content Distribution; Weed TV

Historically, we have distributed video and other social media content over cable television channels and a wide variety of internet enabled devices, focusing primarily on the gaming industry and cable television channels. DueLas Vegas lifestyle. Our current media operations are focused on our recently launched Web site WeedTV.com, and its related social media presence.

Weed TV is a source of informational entertainment, products and services for people who relate to recent capital infusionsthe marijuana lifestyle and an expandedsocial community. Weed TV content is currently available atwww.weedtv.com. We plan to continuously add features and content to Weed TV, including a directory of businesses that cater to the marijuana business, such as dispensaries, smoke shops, doctors, financial institutions, manufacturers and more.

Critical Accounting Policies

Segment Reporting

Under FASB ASC 280-10-50, the Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management team, weto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have been ablea material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheets are estimated by management to completeapproximate fair value primarily due to the first phaseshort term nature of developmentthe instruments. In addition, the Company had debt instruments that required fair value measurement on a recurring basis.

Cash and launch our proprietary scalable technology platform. The platform is designed to deliver video content and develop digital social communities, including “Vegas On Demand TV”, which is our first digital branded network that was in development during 2011. We launched our beta version on October 7, 2011.Cash Equivalents

We operate a Video On Demand (“VOD”) television channel, also named Vegas On Demand,maintain cash balances in non-interest-bearing transaction accounts, which consistsdo not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original programming that is distributed over its own VOD channelsmaturity of three months or less are considered to approximately 24,000,000 homes over the internet with distribution partners that include, Comcast, Hulu, Blinkx, Google, YouTubebe cash equivalents. There were no cash equivalents on hand at December 31, 2016 and Yahoo Video, for DVD home video, and various mobile platforms. We have a fourteen year history of providing consumers with quality ‘Gaming and Las Vegas Lifestyle’ video content.2015.

Vegas On Demand TV offersAllowance for Doubtful Accounts

We generate the majority of our revenues and corresponding accounts receivable from video production services on a project basis and subscriptions for video content. We evaluate the collectability of our accounts receivable considering a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its audience the abilityfinancial obligations to connect to Vegas Insiders through unique, high-quality programming that captures the excitement, sex appeal, entertainment, 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 that attract young and sophisticated viewers that comprise the major digital media demographic. Whenever possible our content incorporates an expert, insider or celebrity within the Vegas communityus, we record a specific reserve for bad debts against amounts due in order to enhance promotional merchandisingreduce the net recognized receivable to prospective customers.the amount we reasonably believe will be collected. For all other customers, we recognize reserves for bad debts based on past write-off experience and the length of time the receivables are past due. We had no debts expense during the years ended December 31, 2016 and 2015, respectively.

We plan to use both our platform and original branded programming and events as a means to develop additional revenue streams, as well as marketing and membership benefitsCost Method of our social media platform. These revenue streams include branded entertainment, sponsorshipsAccounting for events, and media placement, third party commissions for video and banner advertisements, merchandise and production sales and services.Investments

We have addressedInvestee companies not accounted for under the digital marketconsolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company’s share of the earnings or losses of such Investee companies is not included in an effort to grow as a New Media Company using “Vegas On Demand”, our flagship Branded Television Channel Destination, use our scalable, custom Enterprise Web Platform to host “Vegas On Demand”, which can also be replicated to launch thousandsthe Balance Sheet or Statement of Channel DestinationsOperations. However, impairment charges are recognized in any Lifestyle Category, for any Lifestyle Brand.

PNTV’s Enterprise Platform efficiently deploys, manages and distributes videos with integrated revenue-generating toolsthe Statement of Operations. If circumstances suggest that go beyond traditional advertising. On our Platform, the viewer of a video is brought into a web environment encompassing that video’s lifestyle, where they are presented with Membership, Merchandising, Couponing, Subscription, Loyalty Programs, Contest and other Marketing opportunities, including the integration of Live Events. The Platform also integrates Branded Sponsorships, and a game-like Virtual Economy supported by our Cost Per Action Advertising network.

PNTV’s next-generation Media Network operates across all distribution platforms from TV screens to mobile devices, gaming consoles, computers and tablets. We have positioned ourselves to provide companies with an affordable, turnkey, integrated solution that creates bookable revenue while generating net profits. We have not yet generated revenues from our Platform, but plan to market our services to companies in 2013 that can make their initial investment using a small portion of their existing marketing budget.

By providing companies and Lifestyle Brands with their own Channel Destination on our Enterprise Web Platform and offering our Media and Production expertise, we plan to provide an integrated Media, Marketing and Merchandising solution that aims to save our customers significant time and money that would need to be incurred to replicate equivalent services.

We have also leveraged our existing library of original content, and distribution network, to build this infrastructure hub and launch our initial digital Lifestyle Network: “VegasOnDemand.tv”.

Through the cross-promotional integration of Sponsored Live Events, Contests and Media creation and distribution, PNTV’s Platform can deliver a targeted audience that can be monetized in multiple ways. The Platform is a Revenue Engine that grows as audience and page views increase. The Platform also provides a self-perpetuating aggregation juncture where Las Vegas businesses and “Insiders” can connect socially with their audience/customer and generate shared revenues.

The ability to Monetize Video in so many ways, coupled with an efficient, easy-to-use technical and administrative back-end dashboard, is a powerful feature of PNTV’s Platform. It allows the creation of unlimited, new Channel Destinations using our scalable Content Management System (“CMS”) framework, with cost-competitive operations. Importantly, it allows Content Management by administrative and editorial level employees without the expense of having a full-time technical engineering staff in-house.

Our platform has two main membership categories: 1) the Consumer/User who visits our digital communities and partakes in viewing ad-supported and pay-per-view premium videos, purchases products and connects with “Insiders”, who are our 2) Premium Members.

Premium Members must be industry Insiders and/or experts in their Lifestyle category. For example, with regard to Vegas On Demand, Insiders are designed to be the who’s-who of Vegas: Entertainers, Nightclub Promoters, Casino Hosts, famous Chefs, etc. who offer our Members deals on transactions connected to their sphere of influence. Deals may include being invited to a special VIP Event, Line Passes, two-for-one offers, PPV Video discounts, etc.

Transactions can be purchased using credit cards, or our incentivized Virtual Economy. When using our Virtual Economy, we set the value of the goodsInvestee Company has subsequently recovered, such recovery is not recorded. Our investments which are accounted for on the cost method of accounting have been completely impaired previously, and services that are redeemed through a Points (Virtual Currency) System. Points can be boughtno impairment expense was recognized during the years ended December 31, 2016 or earned using our CPA Ad Network. Our Virtual Economy allows the Company to realize revenue every time Points are earned, as well as every time Points are redeemed.2015.

On May 11, 2011, we acquired a 10% interest in iCandy, Inc. (“ICI”),Deferred Television Costs

Deferred television costs included direct production and a 10% interest in iCandy Burlesque, Inc. (“ICB”), Nevada entertainment companies that developdevelopment costs stated at the lower of cost or net realizable value based on anticipated revenue. Production overhead is not included as the Company outsources its production costs to third party vendors. Capitalized television production costs for each pilot episode are to be expensed as revenues are recognized upon delivery and operate a varietyacceptance of entertainment shows in the United States, primarily in casinos within Las Vegas, NVcompleted pilot episodes using the individual-film-forecast-computation method for each television show produced. The Company recognized $95,000 of revenues on November 1, 2012 with the completion of the first of three pilot episodes; and Atlantic City, NJ. We acquired these interests in exchange for $25,499 that was in turn spent onaccordingly, recognized $75,617 of expenses related to the development of the pilot. The remaining $135,000 of revenues, and corresponding $116,454 of deferred television costs, were deferred and were recognized upon completion in 2016.

Deferred television costs consist of the following at December 31, 2016 and 2015:

Due to practical limitations applicable to monetizing our developed content over On-Demand networks, the Company has not considered collectability of advertising or television license revenues to be reasonably assured, and accordingly, the Company has expensed production costs related to the development of our On-Demand and internet-based content as incurred.

Fixed Assets

Fixed assets are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy:

Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which have extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations.

Impairment of Long-Lived Assets

Long-lived assets held and used by the Company 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 promotional videorate 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. The Company did not recognize any impairment losses on the disposal of fixed assets during the years ended December 31, 2016 and 2015.

Construction in Progress

The Company is constructing a grow house in its leased facility, which is scheduled to be operational during the second quarter of 2017, at which time depreciation will commence. As of December 31, 2016, the Company incurred and capitalized in Construction in Progress $239,220. The estimated cost to be incurred in 2016 and 2017 to complete construction of the grow house is approximately $1.7 million. The construction will be distributed over our media channels. In addition, we agreed to pay a license fee of 20%completed in phases and the portion of the adjusted gross revenues$1.7 million incurred after the facility is initially operational will be capitalized separately as separate leasehold improvements, while the costs incurred to get the facility operational will begin to be depreciated upon commencement of operations.

Deferred Rent Obligation

The Company has entered into operating lease agreements for its corporate office which contains provisions for future rent increases. In accordance with generally accepted accounting principles, the Company records monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease terms. The difference between rent expense recorded and the amount paid is credited or charged to “Deferred rent obligation,” which is reflected as a separate line item in the accompanying Balance Sheets.

Revenue Recognition

The Company recognizes revenue from its internet television platform from internally generated products and from partnered merchants when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria are met when the customers purchase a product or access a web-based video, the product or web-based video has been electronically delivered to the purchaser and payment has been received. At that we earntime, the Company’s obligations to the customer is substantially complete. The Company records the net amount it retains from the sale of items from its internet television platform after paying any agreed upon percentage of the purchase price to the featured advertising merchant excluding any applicable taxes. Revenue is recorded on a net basis because the Company is acting as an agent of the partnered merchant in the transaction. 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.

Network revenue consists of monthly network broadcast subscription revenue, which is recognized over the period in which the subscription service is available. 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 and collection is reasonably assured.

Revenue from the distribution of domestic television series is recognized as earned using the following criteria:

Due to practical limitations applicable to operating relationships with On-Demand networks, the Company has not considered collectability of advertising or television license revenues to be reasonably assured, and accordingly, the Company has not recognize such revenue unless payment has been received.

Audio/Video content licensing revenues were recognized when the underlying royalties from the sales of the related products were earned. The Company recognized minimum revenue guarantees, if any, ratably over the term of the license or as earned royalties based on actual sales of the related products, if greater.

Deferred revenues consist of the following at December 31, 2016 and 2015:

Deferred Rent Obligation

The Company has entered into operating lease agreements for its corporate office and GLFH’s warehouse which contains provisions for future rent increases. In accordance with generally accepted accounting principles, the Company records monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease terms. The difference between rent expense recorded and the amount paid is credited or charged to “Deferred rent obligation,” which is reflected as a separate line item in the accompanying Balance Sheets.

Derivative Liability

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note and tainted Warrant), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

Advertising Costs

The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $11,571 and $16,097 for the years ended December 31, 2016 and 2015, respectively.

Website Development Costs

The Company accounts for website development costs in accordance with ASC 350-50, “Accounting for Website Development Costs” (“ASC 350-50”), wherein website development costs are segregated into three activities:

The Company had no capitalized website development costs during the years ended December 31, 2016 and 2015 related to its internet television platforms pursuant to the promotional video content.development stage.

Basic and Diluted Loss Per Share No such revenues have been earned

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For 2016 and 2015, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Stock-Based Compensation

Under FASB ASC 718-10-30-2, all share-based payments to date. Atemployees, 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. Stock and stock options issued for services and compensation totaled $431,500 and $460,191 for the years ended December 31, 2011, we recognized2016 and 2015, respectively.

Income Taxes

PNTV recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis 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 complete reservevaluation allowance for the impairmentdeferred tax assets for which it does not consider realization of this investment duesuch assets to uncertainties regarding the future economic benefit.be more likely than not.

On November 1, 2012, we elected to convert a Note Receivable in the amount of $22,477, consisting of $20,000 of principal and $2,477 of interest receivable in exchange for an additional 7.5% ownership interest in iCandy, Inc. (“ICI”), and 7.5% interest in iCandy Burlesque, Inc. (“ICB”). The conversion results in a total ownership of 17.5% in both entities as of November 1, 2012.Uncertain Tax Positions

In December of 2011,accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company signedrecognizes the tax benefit from an agreement with J&H Productions to produceuncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a series of three reality shows centered on a family that is in the Las Vegas nightliferecognition threshold and night club business. The agreement also providesmeasurement attribute for the productionfinancial statement recognition and measurement of forty short video segmentsa tax position taken or expected to be used to developtaken in a new branded Channel Destination usingtax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities periodically audit the Company’s scalable platform.income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Results of Operations for the Six

Three Months Ended JuneSeptember 30, 20132017 and 2012:2016:

Revenues:

During the sixthree months ended JuneSeptember 30, 2013 and 2012,2017, we received $48 of revenues primarily from licensing fees from our private networks, including the sale of in-home media products, and advertising fees,$38,026 from the sale of cannabis products. Our sales primarily consisted of the resale of raw materials that we previously purchased from other licensed production and production revenues, which included fees from third party programming production.cultivation facilities and resold to licensed dispensaries as we progressed in the development of our facility. We expect to open phase 2 of our facility soon and begin to grow our first crop. Aggregate revenues for the yearthree months ended JuneSeptember 30, 20132017 were $1,079$38,074, compared to revenues of $30,699 in$59 during the sixthree months ended JuneSeptember 30, 2012, a decrease2016, an increase in revenues of $29,620,$38,015, or 96%64,432%. Revenues from networks were down 100%, or $22,014 in the six months ended June 30, 2013 compared to 2012, due to decreased revenues from the termination of a license agreement that previously enabled us to distribute our content to a Company in Greece. Production revenues also decreased by 100%, or $6,413 in the six months ended June 30, 2013 compared to 2012, due to our inability to complete the last two episodes of a six episode pilot that was commissioned. We expect to complete post production and deliver the remaining two episodes in 2013 as funds become available. The completion of these pilots will enable us to recognize the remaining $135,000 of deferred revenue currently on our balance sheet. Our revenues have been dramatically reduced as we have focused entirely on building and expanding our technology and revenues for the future, primarily through the development of a new internet based technology platform that was launched in October of 2011, and is in the process of being enhanced and redeployed in 2013.

Direct Operating Costs:

Direct Operating Costs:

Direct operating costs were $77,269$334,545 for the sixthree months ended JuneSeptember 30, 20132017 compared to $49,376$7,537 for the sixthree months ended JuneSeptember 30, 2012,2016, an increase of $27,893,$327,008, or 56%4,339%. Our direct operating costs increased primarily due to our increased website development costs as we focused our resources on our internet based technology platform that was launched to expand our distribution through new media channels .the launch of WeedTV during the three months ended September 30, 2017.

General and Administrative:

General and administrative expenses were $223,260$2,559,617 for the sixthree months ended JuneSeptember 30, 20132017, compared to $230,147$234,402 for the sixthree months ended JuneSeptember 30, 2012, a decrease2016, an increase of $6,887,$2,325,215, or 3%992%. General and administrative expense decreasedincreased primarily due to rent reductionsthe issuance of stock and options resulting in $2,047,461 of stock-based compensation as we significantly ramped up efforts to get our cannabis facility operational and launch WeedTV during the three months ended September 30, 2017 compared to the three months ended September 30, 2016.

Officer Salaries:

Officer salaries expense totaled $34,350 for the three months ended September 30, 2017, compared to $44,423, for the three months ended September 30, 2016, a decrease of $10,073, or 23%. Our officer salaries decreased administrative costsdue to stock-based compensation bonuses paid during the three months ended September 30, 2016 that were not incurredpaid during the sixthree months ended JuneSeptember 30, 2012.2017.

Bad Debts Expense:

Bad debts expense was $-0- for the six months ended June 30, 2013 compared to $9,760 for the six months ended June 30, 2012, an increase of $9,760. The decrease was due to changes in the allowance for doubtful accounts.

Salaries and Wages:

Salaries and wages expense totaled $137,540 for the six months ended June 30, 2013 compared to $210,593 for the six months ended June 30, 2012, a decrease of $73,053, or 35%. The decrease in salaries and wages was primarily due to staffing reductions during the six months ended June 30, 2013 compared to the six months ended June 30, 2012.

Depreciation and Amortization:

Depreciation and amortization expense was $11,473$28,542 for the sixthree months ended JuneSeptember 30, 20132017, compared to $11,473$6,969 for the sixthree months ended JuneSeptember 30, 2012.2016, an increase of $21,573, or 310%. Depreciation increased primarily due to placing our leasehold improvements and other equipment purchases into service for the three months ended September 30, 2017 compared to the three months ended September 30, 2016.

Operating Loss:

Operating loss for the three months ended September 30, 2017 was $2,951,786 or ($0.01) per share, compared to an operating loss of $293,272 for the three months ended September 30, 2016, or ($0.00) per share, an increase of $2,658,514, or 907%. Operating loss increased primarily due to increased stock-based compensation as we significantly ramped up efforts to get our cannabis facility operational and we launched WeedTV during the three months ended September 30, 2017 compared to the three months ended September 30, 2016.

Other Income (Expense):

Other income (expense), on a net basis, was $1,014,066 for the three months ended September 30, 2017, compared to other expenses of $226,803 for the three months ended September 30, 2016, an increased net income of $1,240,869, or 547%. Other income increased on a net basis primarily due to the increased gain on derivative liability of $1,535,285, or 783%, and by a decreased gain on debt extinguishment of $34,002, as diminished by an increased interest expense on debt financing of $260,414, or 402% during the three months ended September 30, 2017, compared to the three months ended September 30, 2016.

Net Loss:

The net loss for the three months ended September 30, 2017 was $1,937,720, or ($0.00) per share, compared to a net loss of $520,075, or ($0.00) per share, for the three months ended September 30, 2016, an increased net loss of $1,417,645, or 273%. Net loss increased primarily due to increased non-cash stock-based compensation and the increased costs of readying our cannabis production facility, in addition to increased interest expense on debt financing costs as we financed those efforts, as diminished by an increased gain on our derivative liabilities, during the three months ended September 30, 2017, compared to the three months ended September 30, 2016.

Nine Months Ended September 30, 2017 and 2016:

Revenues:

During the nine months ended September 30, 2017, we received $216 of revenues from the sale of in-home media products, and $40,928 from the sale of cannabis products. Our sales primarily consisted of the resale of raw materials that we previously purchased from other licensed production and cultivation facilities as we progressed in the development of our facility. We expect to open phase 2 of our facility soon and begin to grow our first crop. Aggregate revenues for the nine months ended September 30, 2017 were $41,144, compared to revenues of $199 during the three months ended September 30, 2016, an increase in revenues of $40,945, or 20,575%.

Direct Operating Costs:

Direct operating costs were $427,596 for the nine months ended September 30, 2017 compared to $24,537 for the nine months ended September 30, 2016, an increase of $403,059, or 1,643%. Our direct operating costs increased primarily due to the launch of WeedTV during the nine months ended September 30, 2017.

General and Administrative:

General and administrative expenses were $3,712,483 for the nine months ended September 30, 2017, compared to $669,992 for the nine months ended September 30, 2016, an increase of $3,042,491, or 454%. General and administrative expense increased primarily due to the issuance of stock and options resulting in $2,579,924 of stock-based compensation, compared to $346,000 of stock-based compensation in the comparative period, as we significantly ramped up efforts to get our cannabis facility operational and launch WeedTV during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016.

Officer Salaries:

Officer salaries expense totaled $156,450 for the nine months ended September 30, 2017, compared to $131,923, for the nine months ended September 30, 2016, an increase of $24,527, or 19%. The increase was due to the addition of our Chief Financial/Compliance Officer to our team in the current year.

Depreciation and Amortization:

Depreciation and amortization expense was $42,850 for the nine months ended September 30, 2017, compared to $21,583 for the nine months ended September 30, 2016, an increase of $21,267, or 99%. Depreciation increased primarily due to placing our leasehold improvements and other equipment purchases into service for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016.

Operating Loss:

Operating loss for the nine months ended September 30, 2017 was $4,339,249 or ($0.01) per share, compared to an operating loss of $847,836 for the nine months ended September 30, 2016, or ($0.00) per share, an increase of $3,485,413, or 411%. Operating loss increased primarily due to $2,579,924 of stock-based compensation, compared to $346,000 of stock-based compensation in the comparative period, as we significantly ramped up efforts to get our cannabis facility operational and launched WeedTV during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016.

Other Income (Expense):

Other income (expense), on a net basis, was $(1,273,681) for the nine months ended September 30, 2017, compared to other expense of $(510,448) for the nine months ended September 30, 2016, an increased net expense of $763,233, or 150%. Other expense increased primarily due to the increased derivative liability expense of $289,954, or 121%, over the comparative period, and an increased interest expense on debt financing of approximately $399,774, or 116%, and by a decreased gain on debt extinguishment of $73,505, during the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016.

Net Loss:

The net loss for the nine months ended September 30, 2017 was $5,606,930, or ($0.01) per share, compared to a net loss of $1,358,284, or ($0.00) per share, for the nine months ended September 30, 2016, an increased net loss of $4,248,646, or 313%. Net loss increased primarily due to the increased costs of readying our cannabis production facility, increased costs associated with our launch of WeedTV and increased debt financing costs during the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016.

Years Ended December 31, 2016 and December 31, 2015:

Revenues:

During the years ended December 31, 2016 and 2015, we received revenues from the sale of in-home media, advertising fees and the recognition of deferred revenues on content development. Aggregate revenues for the year ended December 31, 2016 were $135,234, compared to revenues of $764 in the year ended December 31, 2015, an increase in revenues of $87,619, or 17,601%. Our revenues increased primarily due to the recognition of a total of $135,000 from the recognition of deferred revenues on pilot videos and a series of webisodes.

Direct Operating Costs:

Direct operating costs were $145,324 for the year ended December 31, 2016, compared to $57,705 for the year ended December 31, 2015, an increase of $87,619, or 152%. Our direct operating costs increased primarily due to the recognition of $116,454 of deferred television costs related to the completion of our pilot videos and a series of webisodes, as diminished by our decreased website development and content development costs as we no longer needed to develop our new media channel, Weed.tv media channel, which was launched during April of 2014, and just focused on maintaining our media channels and trying to market our services.

General and Administrative:

General and administrative expenses were $1,078,409 for the year ended December 31, 2016, compared to $819,658 for the year ended December 31, 2015, an increase of $258,751, or 32%. General and administrative expense increased primarily due to rent expenses and associated overhead on our new facility that is being developed in our subsidiary for our cannabis production and cultivation endeavors incurred during the year ended December 31, 2016, compared to the year ended December 31, 2015.

Officer Salaries:

Officer salaries expense totaled $175,673 for the year ended December 31, 2016, compared to $228,330 for the year ended December 31, 2015, a decrease of $52,657, or 23%. The decrease in officer salaries was primarily due to non-cash, stock based compensation bonuses issued to our board members during the year ended December 31, 2015, consisting of 3 million shares of common stock with a fair value of $49,200 that were not present during the comparative year ended December 31, 2016.

Depreciation and Amortization:

Depreciation and amortization expense was $24,084 for the year ended December 31, 2016, compared to $30,143 for the year ended December 31, 2015, a decrease of $6,059, or 20%. The decrease in depreciation and amortization was primarily due to some of our office equipment reaching the end of their depreciable lives. We expect depreciation and amortization to increase in 2017, as we place fixed asset additions in service and our construction in process is completed.

Net Operating Loss:

Net operating loss for the six monthsyear ended June 30, 2013December 31, 2016 was $448,463,$1,288,256, or ($0.00) per share compared to a net operating loss of $480,650 for the six months ended June 30, 2012,$1,135,072, or ($0.00) per share a decreasefor the year ended December 31, 2015, an increase of $32,187,$153,184, or 7%13%. Net operating loss decreasedincreased primarily due to decreased salariesincreased rent expenses and wages expenses, as offset by decreased revenues, for the six months ended June 30, 2013 compared to the same period in 2012, as our resources were insufficient to maintain our previous level of operations. We decreased production during the six months ended June 30, 2013 as we focused our resourcesassociated overhead on our newly creatednew facility that is being developed in our subsidiary for our cannabis production and revamped websitescultivation endeavors recognized in 2016 that will be used to expand our distribution through new media channels.wasn’t incurred in 2015.

Other Income (Expense):

Other income (expense) was $(426,102) for the six months ended June 30, 2013 compared to $(176,293) for the six months ended June 30, 2012, an increase of $249,809, or 142%. Other expense, on a net basis, increased primarily due to the amortization of debt discounts related to our convertible debentures recognized during the six months ended June 30, 2013 that were not recognized during the six months ended June 30, 2012.

Net Loss:

The net loss for the six months ended June 30, 2013 was $874,565, or ($0.01) per share, compared to a net loss of $656,943, or ($0.01) per share, for the six months ended June 30, 2012, an increased net loss of $217,622, or 33%. Net loss increased primarily as a result of our decreased revenues, and increased amortization of debt discounts related to convertible debts incurred during the six months ended June 30, 2013, compared to the same period in 2012.

Results of Operations for the Years Ended December 31, 2012 and December 31, 2011:

Revenues:

During the years ended December 31, 2012 and 2011, we received revenues primarily from 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. Aggregate revenues$(475,552) for the year ended December 31, 2012 were $137,9042016 compared to revenues of $75,367 in the year ended December 31, 2011, an increase in revenues of $62,537, or 83%. Revenues from networks were down 49%, or $34,476 in the year ended December 31, 2012 compared to 2011, due to decreased revenues from the termination of a license agreement that previously enabled us to distribute our content to a Company in Greece. We anticipate increased market saturation of our video content through our newly revamped websites and the Company’s existing media channels as we re-launch our internet platform in 2013. Production revenues increased by 2,205%, or $97,013 in the year ended December 31, 2012 compared to 2011, due to the completion of the first of a three episode pilot that was commissioned, which will be completed in 2013 and marketed to several media outlets. We have focused entirely on building and expanding our technology and revenues for the future, primarily through the development of a new internet based technology platform that was launched in October of 2011, and is in the process of being enhanced and redeployed in 2013.

Direct Operating Costs:

Direct operating costs were $184,831$(983,413) for the year ended December 31, 2012 compared2015, a decrease of $507,861, or 52%. Other income (expense) decreased on a net basis primarily due to $328,640the loss on disposal of fixed assets of $12,854 during the year ended December 31, 2015 that wasn’t incurred in 2016, the increased gain on debt extinguishments of $154,333 with our gain of $165,615 for the year ended December 31, 2011, a decrease2016, compared to the gain of $143,809, or 44%. Our direct operating costs in 2012 decreased due to our decreased content development costs as we focused our resources on our internet based technology platform that was launched to expand our distribution through new media channels,$11,282 during the comparative year ended December 31, 2015, and the deferred television costsdecreased interest expense of $116,454 that have been capitalized until$559,102 with interest expense of $409,648 during the expenses can be matched againstyear ended December 31, 2016, compared to interest expense of $968,750 during the revenues that will be recognized uponyear ended December 31, 2015, as diminished by the completionincreased loss from the change in derivative liability of two remaining pilot episodes.

General and Administrative:

General and administrative expenses were $420,994$231,519 during the year ended December 31, 2016, compared to the $13,091 change in derivative liability for the year ended December 31, 2012 compared to $336,528 for the year ended December 31, 2011, an increase of $84,466, or 25%. General and administrative expense increased2015. These changes were primarily due to a changeour aggressive attempts to settle convertible debts in estimated payroll tax liabilities during 2011 that was not present in 2012.substitute of more favorable financing opportunities to build out our operations.