PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
On June 2, 2014, the Company received net proceeds of $50,000 in exchange for
an unsecured convertible promissory note, bearing interest at twelve percent (12%) with a face value of $55,000 (“First
Vista Note”), which matures on June 1, 2016, as part of a larger financing agreement that enables the Company to draw
total proceeds of $225,000 at the discretion of the lender. The financing carries a total face value of $250,000 and a $25,000
Original Issue Discount. The principal and interest is convertible into shares of common stock at the discretion of the note
holder at a price equal to sixty five percent (65%) of the average of the two (2) lowest closing bid prices during the sixteen
(16) trading days prior to the conversion request date. The debt holder is limited to owning 4.99% of the Company’s
issued and outstanding shares. In the event of default, the outstanding balance immediately prior to the occurrence of the
event of default shall immediately increase to 120% of the outstanding balance at the time of default. The promissory note
carries a $5,000 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which
approximates the effective interest method. On various dates between December 10, 2014 and April 16, 2015, the note holder
elected to convert a total of $43,402 of principal in exchange for 7,165,571 shares. The Company must at all times reserve
at least 35 million shares of common stock for potential conversions.
|
|
|
11,598
|
|
|
|
45,762
|
|
|
|
|
|
|
|
|
|
|
On May 20, 2014, the Company received net proceeds of $100,000 in exchange for an unsecured
convertible promissory note, bearing interest at 10% annually, with a face value of $113,000 (“First Typenex Note”),
which matures on May 19, 2015. The principal and interest is convertible into shares of common stock at the discretion of
the note holder at a price equal to sixty five percent (65%) of the average of the three (3) lowest (“Trading Prices”),
whereby Trading Price is defined as the volume weighted average price (“VWAP”) of the Company’s common stock
over the fifteen (15) trading days prior to the conversion request date. If the arithmetic average of the three (3) lowest
Trading Prices is less than $0.01, then the Conversion Factor will be reduced to 60%. The debt holder is limited to owning
4.99% of the Company’s issued and outstanding shares. In the event of default, the outstanding balance immediately prior
to the occurrence of the event of default shall immediately increase to 125% of the outstanding balance at the time of default,
and the interest rate increases to twenty two percent (22%) per annum. The promissory note carries a $10,000 Original Issue
Discount, and loan origination costs of $3,000, that are being amortized over the life of the loan on the straight line method,
which approximates the effective interest method. On various dates between November 24, 2014 and June 11, 2015, the note holder
elected to convert a total of $122,121, consisting of $113,000 of principal and $9,121 of interest, in exchange for 17,864,267
shares of common stock. In addition, another 656,735 shares, valued at $10,508 were issued pursuant to a forbearance agreement
as a penalty for delays in the issuance of one of the conversions. The Company reserved at least three times the number of
shares equal to the outstanding balance divided by the conversion price, but in any event not less than 22 million shares
of common stock for potential conversions. The Note was satisfied in full and the reserved shares have been released.
|
|
|
-
|
|
|
|
78,000
|
|
|
|
|
|
|
|
|
|
|
On May 9, 2014, the Company received $50,000 in exchange for an unsecured convertible promissory
note that carries a 12% interest rate (“First Group 10 Note”), which matures on May 8, 2015. The principal and
interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the lesser of
(a) fifty eight percent (58%) of the average of the two lowest closing bid prices of the Company’s common stock for
the seventeen (17) trading days prior to the conversion notice date, or (b) four and a half cents ($0.045) per share. The
note carries an eighteen percent (18%) interest rate in the event of default, and the debt holder is limited to owning 4.99%
of the Company’s issued and outstanding shares. The promissory note carries a $2,500 Original Issue Discount that is
being amortized over the life of the loan on the straight line method, which approximates the effective interest method. On
various dates between November 10, 2014 and February 2, 2015, the note holder elected to convert a total of $53,536, consisting
of $50,000 of principal and $3,536 of interest, in exchange for 5,346,392 shares of common stock in complete satisfaction
of the debt. The convertible promissory note was subsequently cancelled as paid in full. The Company had to reserve at least
20 million shares of common stock for potential conversions. The Note was satisfied in full and the reserved shares have been
released.
|
|
|
-
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
On April 24, 2014, the Company received net proceeds of $33,250 in exchange for an unsecured
convertible promissory note that carries an 8% interest rate with a face value of $35,000 (“Second LG Note”),
which matures on April 11, 2015. The principal and interest is convertible into shares of common stock at the discretion of
the note holder at a price equal to fifty five percent (55%) of the average of the lowest closing bid prices of the Company’s
common stock for the twelve (12) trading days prior to, and including, the conversion date. The note carries an eighteen percent
(18%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued
and outstanding shares. The Company paid total debt issuance cost of $1,750 that is being amortized over the life of the loan
on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least
5 million shares of common stock for potential conversions. On October 31, 2014, the note holder sent demand for repayment.
The note is currently in default.
|
|
|
35,000
|
|
|
|
35,000
|
|
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
On April 17, 2014, the Company received net proceeds of $40,000 in exchange for
a non-interest bearing, unsecured convertible promissory note with a face value of $44,000 (“Fourth JMJ Note”),
which matures on April 16, 2015, as part of a larger financing agreement that enables the Company to draw total proceeds of
$400,000 at the discretion of the lender. The principal and interest is convertible into shares of common stock at the discretion
of the note holder at a price equal to fifty five percent (55%) of the lowest trading price of the Company’s common
stock over the twenty five (25) trading days prior to the conversion request date, as amended within the original promissory
note on April 10, 2014. The note carries a one-time twelve percent (12%) of principal interest charge in the event of default,
and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The promissory note carries
a $4,000 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates
the effective interest method. The Company reserved at least 60 million shares of common stock for potential conversions.
This Note was sold and assigned to Collier Investments, LLC and, on June 24, 2015, was exchanged in the aggregate with two
other JMJ Notes for the First Collier Note in the amount of $119,052, consisting of $108,492 of principal and $10,560 of interest.
The Note was satisfied in full and the reserved shares have been released.
|
|
|
-
|
|
|
|
44,000
|
|
|
|
|
|
|
|
|
|
|
On February 20, 2014, the Company received net proceeds of $40,000 in exchange for a non-interest
bearing, unsecured convertible promissory note with a face value of $44,000 (“Third JMJ Note”), which matures
on February 19, 2015, as part of a larger financing agreement that enables the Company to draw total proceeds of $400,000
at the discretion of the lender. The principal and interest is convertible into shares of common stock at the discretion of
the note holder at a price equal to sixty five percent (65%) of the lowest trading price of the Company’s common stock
over the twenty five (25) trading days prior to the conversion request date, as amended within the original promissory note
on April 10, 2014. An additional 5% discount applies on conversion shares that are ineligible for deposit into the DTC system
and are only eligible for Xclearing deposit. The note carries a one-time twelve percent (12%) of principal interest charge
if the note isn’t repaid within the first ninety (90) days, and the debt holder is limited to owning 4.99% of the Company’s
issued and outstanding shares. The promissory note carries a $4,000 Original Issue Discount that is being amortized over the
life of the loan on the straight line method, which approximates the effective interest method. The Company reserved at least
60 million shares of common stock for potential conversions, as noted in the First JMJ Note disclosure. This Note was sold
and assigned to Collier Investments, LLC and, on June 24, 2015, was exchanged in the aggregate with two other JMJ Notes for
the First Collier Note in the amount of $119,052, consisting of $108,492 of principal and $10,560 of interest. The Note was
satisfied in full and the reserved shares have been released.
|
|
|
-
|
|
|
|
44,000
|
|
|
|
|
|
|
|
|
|
|
On June 4, 2013, the Company received net proceeds of $25,000 in exchange
for a non-interest bearing, unsecured convertible promissory note with a face value of $27,500 (“Second JMJ Note”),
which matures on June 3, 2014, as part of a larger financing agreement that enables the Company to draw total proceeds of
$400,000 at the discretion of the lender. The principal and interest is convertible into shares of common stock at the discretion
of the note holder at a price equal to sixty five percent (65%) of the lowest trading price of the Company’s common
stock over the twenty five (25) trading days prior to the conversion request date. An additional 5% discount applies on conversion
shares that are ineligible for deposit into the DTC system and are only eligible for Xclearing deposit. The note carries a
one-time twelve percent (12%) of principal interest charge if the note isn’t repaid within the first ninety (90) days,
and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company amortized
the $2,500 original issuance discount over the life of the loan on the straight line method, which approximated the effective
interest method. On May 12, 2014, the note holder elected to convert a total of $10,308, consisting of $7,008 of principal
and $3,300 of accrued interest, in exchange for 805,058 shares of common stock. The Company reserved at least 60 million shares
of common stock for potential conversions, as noted in the First JMJ Note disclosure. This Note was sold and assigned to Collier
Investments, LLC and, on June 24, 2015, was exchanged in the aggregate with two other JMJ Notes for the First Collier Note
in the amount of $119,052, consisting of $108,492 of principal and $10,560 of interest. The Note was satisfied in full and
the reserved shares have been released.
|
|
$
|
-
|
|
|
$
|
20,491
|
|
|
|
|
|
|
|
|
|
|
Total convertible debentures
|
|
|
671,940
|
|
|
|
721,503
|
|
Less: unamortized debt discounts
|
|
|
(287,011
|
)
|
|
|
(537,505
|
)
|
Convertible debentures
|
|
$
|
384,639
|
|
|
$
|
183,998
|
|
Each of the
above outstanding notes are currently in default by the nature of not being current with the Company’s filing requirements
with the SEC. These defaults will be cured with the submission of this filing.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
In
accordance with ASC 470-20 Debt with Conversion and Other Options, the Company recorded total discounts of $548,126 and $818,877
for the variable conversion features of the convertible debts incurred during the years ended December 31, 2015 and 2014, respectively.
The discounts, including Original Issue Discounts of $23,500 and $44,250 during the years ended December 31, 2015 and 2014, respectively,
are being amortized to interest expense over the term of the debentures using the effective interest method. The Company recorded
$798,330 and $334,951 of interest expense pursuant to the amortization of the note discounts during the years ended December 31,
2015 and 2014, respectively.
In
addition, a total of $11,500 and $21,750 of loan origination costs were incurred pursuant to the closings of convertible debentures
during the years ended December 31, 2015 and 2014, respectively, which are being amortized to interest expense over the term of
the debentures using the straight line method, which approximates the effective interest method. The Company recorded $20,958
and $15,190 of interest expense pursuant to the amortization of the loan origination costs during the years ended December 31,
2015 and 2014, respectively.
All
of the convertible debentures carry default provisions that place a “maximum share amount” on the note holders. The
maximum share amount that can be owned as a result of the conversions to common stock by the note holders is 4.99% of the Company’s
issued and outstanding shares.
In
accordance with ASC 815-15, the Company determined that the variable conversion feature and shares to be issued represented embedded
derivative features, and these are shown as derivative liabilities on the balance sheet. The Company calculated the fair value
of the compound embedded derivatives associated with the convertible debentures utilizing a lattice model.
The
Company recorded interest expense pursuant to the stated interest rates on the convertible debentures in the amount of $135,314
and $71,134 for the years ended December 31, 2015 and 2014, respectively related to convertible debts.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Note
10 – Investment Agreement with Dutchess Opportunity Fund II, LP
On
November 7, 2012, the Company entered into an Investment Agreement (“Investment Agreement”) with Dutchess Opportunity
Fund, II, LP, a Delaware limited partnership (“Dutchess”), as amended on July 5, 2013. Pursuant to the terms of the
Investment Agreement, Dutchess committed to purchase, in a series of purchase transactions (“Puts”), up to eight million
five hundred thousand ($8,500,000) dollars of the Company’s common stock over a period of up to thirty-six (36) months from
the effective date of the registration statement covering the Equity Line Financing with Dutchess, which was September 26, 2013.
The
amount that the Company is entitled to request with each Put delivered to Dutchess is equal to, at its option, either (i) two
hundred (200%) percent of the average daily volume (U.S. market only) of its common stock for three (3) trading days prior to
the applicable Put Notice Date, multiplied by the average of the three (3) daily closing prices immediately preceding the Put
Date or (ii) fifty thousand ($50,000) dollars. The purchase price to be paid by Dutchess for the shares of the Company’s
common stock covered by each Put will be equal to ninety-five (95%) percent of the lowest daily volume weighted average price
(“VWAP”) of the Company’s common stock during the period beginning on the Put Notice Date and ending on and
including the date that is five (5) trading days after such Put Notice Date (“Pricing Period”). The “Put Notice
Date” is the trading day immediately following the day on which Dutchess receives a Put Notice from the Company.
For
each Put Notice submitted to Dutchess under the Investment Agreement, there is a Suspension Price of $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. 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 volume weighted average price under the terms of the Investment Agreement.
In
conjunction with the Investment Agreement, the Company also entered into a registration rights agreement (“Registration
Rights Agreement”) with Dutchess. Pursuant to the Registration Rights Agreement, the Company filed a registration statement
on Form S-1 with the Securities and Exchange Commission (“SEC”) on September 26, 2013 covering 22,750,000 shares of
the Company’s common stock underlying a portion of the Investment Agreement. In addition, during the term of the Registration
Rights Agreement, the Company is obligated to maintain the effectiveness of this registration statement, as well as any subsequent
registration statements that may be associated with the Investment Agreement and/or Registration Rights Agreement.
As
of the filing date of this report, the Company had not sold any shares to Dutchess nor received any financing from Dutchess. The
registration statement will expire on September 26, 2016 and a new Form S-1 would need to be refiled in order to continue with
the agreement.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Note
11 – Short Term Debt
Short-term
debt consists of the following at December 31, 2015 and 2014, respectively:
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
Non-interest bearing, unsecured debenture, due on demand. Originated on December
9, 2015, included a $1,000 loan origination cost.
|
|
$
|
5,000
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
10% unsecured debenture, due on demand. Originated on August 6, 2015.
|
|
|
3,500
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
4% unsecured debenture, due June 7, 2012. Currently in default. On
June 2, 2014, the Company and the lender entered into a settlement agreement whereby the note was considered satisfactorily
paid in full with the successful payment of four equal payments of $8,125 made in quarterly periods, which were delivered
on June 27, 2014, August 26, 2014, November 17, 2014 and February 2, 2015, resulting in a gain on debt extinguishment of $6,482.
Pursuant to the terms of the settlement agreement, the note was subsequently cancelled as paid in full, and 4,349,339 shares
of series B preferred stock held by the lender were exchanged for 4,349,339 shares of common stock.
|
|
|
-
|
|
|
|
10,625
|
|
|
|
|
|
|
|
|
|
|
Total short term debt
|
|
$
|
8,500
|
|
|
$
|
10,625
|
|
The
Company recorded interest expense pursuant to the stated interest rate on the above promissory note in the amount of $141 and
$1,090 at December 31, 2015 and 2014, respectively.
The
following presents components of interest expense by instrument type at December 31, 2015 and 2014, respectively:
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
Interest on convertible debentures
|
|
$
|
135,314
|
|
|
$
|
71,134
|
|
Amortization of discount on convertible debentures
|
|
|
798,330
|
|
|
|
334,951
|
|
Amortization of debt issuance costs
|
|
|
21,958
|
|
|
|
15,190
|
|
Loss on debt conversions
|
|
|
10,508
|
|
|
|
-
|
|
Interest on short term debt
|
|
|
141
|
|
|
|
1,090
|
|
Accounts payable related finance charges
|
|
|
2,499
|
|
|
|
993
|
|
|
|
$
|
968,750
|
|
|
$
|
423,358
|
|
Note
12 – Derivative Liabilities
As
discussed in Note 9 under Convertible Debentures, the Company issued convertible notes payable that provide for the issuance of
convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain
factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based
on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the
promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s
authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included
in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option
and warrants and shares to be issued were recorded as derivative liabilities on the issuance date.
The
fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent
reporting date, using a lattice model. The Company recognized current derivative liabilities of $1,038,504 and $1,417,187 at December
31, 2015 and 2014, respectively. The change in fair value of the derivative liabilities resulted in a loss of $13,091 and a loss
of $834,891 for the years ended December 31, 2015 and 2014, respectively, which has been reported as other income (expense) in
the statements of operations. The loss of $13,091 for the year ended December 31, 2015 consisted of a loss of $306,538 due to
the value in excess of the face value of the convertible notes, a gain of $2,793 attributable to the fair value of preferred stock,
a gain of $110,477 attributable to the fair value of warrants and a net gain in market value of $180,177 on the convertible notes.
The loss of $834,891 for the year ended December 31, 2014 consisted of a loss of $660,260 due to the value in excess of the face
value of the convertible notes, a gain of $26,480 attributable to the fair value of preferred stock, a gain of $284,388 attributable
to the fair value of warrants and a net loss in market value of $485,499 on the convertible notes.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
The
following presents the derivative liability value by instrument type at December 31, 2015 and 2014, respectively:
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
Convertible debentures
|
|
$
|
1,038,225
|
|
|
$
|
1,301,032
|
|
Common stock warrants
|
|
|
279
|
|
|
|
110,756
|
|
Convertible preferred stock
|
|
|
-
|
|
|
|
5,399
|
|
|
|
$
|
1,038,504
|
|
|
$
|
1,417,187
|
|
The
following is a summary of changes in the fair market value of the derivative liability during the years ended December 31, 2015
and 2014, respectively:
|
|
Derivative
|
|
|
|
Liability
|
|
|
|
Total
|
|
Balance, December 31, 2013
|
|
$
|
648,298
|
|
Increase in derivative value due to issuances of convertible
promissory notes
|
|
|
1,434,887
|
|
Increase in derivative value attributable to tainted warrants
|
|
|
20,633
|
|
Change in fair market value of derivative liabilities due
to the mark to market adjustment
|
|
|
153,998
|
|
Debt conversions
|
|
|
(840,629
|
)
|
Balance, December 31, 2014
|
|
$
|
1,417,187
|
|
Increase in derivative value due to issuances of convertible
promissory notes
|
|
|
524,626
|
|
Change in fair market value of derivative liabilities due
to the mark to market adjustment
|
|
|
13,091
|
|
Debt conversions
|
|
|
(916,400
|
)
|
Balance, December 31, 2015
|
|
$
|
1,038,504
|
|
Key
inputs and assumptions used to value the convertible debentures and warrants issued during the years ended December 31, 2015 and
2014:
|
●
|
Stock
prices on all measurement
dates were based on the fair market value and would fluctuate with projected volatility
.
|
|
|
|
|
●
|
The
warrant exercise prices ranged from $0.04 to $0.18
,
exercisable over 2 to 10 year periods from the grant date
.
|
|
|
|
|
●
|
The
holders of the securities would convert monthly to the ownership limit starting at 4.99% increasing by 10% per month.
|
|
|
|
|
●
|
The
monthly trading volume would reflect historical averages and would increase at 1% per month.
|
|
|
|
|
●
|
The
holder would automatically convert the notes at maturity at the greater of 2 times the conversion price or stock price if
the registration was effective and the Company was not in default.
|
|
|
|
|
●
|
An
event of default for the convertible note would occur 0% of the time, increasing to 1% per month to a maximum of 5%.
|
|
|
|
|
●
|
Alternative
financing for the convertible note would be initially available to redeem the note 0% of the time and increase monthly by
1% to a maximum of 10%.
|
|
|
|
|
●
|
The
computed volatility was projected based on historical volatility.
|
Note
13 –Stockholders’ Equity (Deficit)
Amendment
to Articles of Incorporation
On
July 17, 2015, the board of directors approved an amendment to our articles of incorporation, as amended (the “Articles”),
to increase our authorized capital stock from 625,000,000 shares to 1,250,000,000 shares, of which 1,200,000,000 shares was common
stock and 50,000,000 was preferred stock, and to eliminate our Series B preferred stock. The stockholders holding a majority of
our voting power also approved the above actions on July 22, 2015. Stockholders of record at the close of business on July 22,
2015 were entitled to notice of these stockholder actions by written consent. Because these actions have been approved by the
holders of the required majority of the voting power of our voting stock, no proxies were solicited. The Amendments will not be
effected until at least 20 calendar days after the mailing of the Information Statement accompanying this Notice. We anticipate
that the Amendments will become effective on or about September 2, 2015, at such time as a certificate of amendment to our Articles
is filed with the Secretary of State of Nevada.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Convertible
Preferred Stock
The
Board, from the authorized capital of 50,000,000 preferred shares, as amended on July 22, 2015, has authorized and designated
2,000,000 shares of series A preferred stock (“Series A”) and 12,000,0000 shares of series C preferred stock (“Series
C”), of which 2,000,000 shares and 5,750,000 shares are issued and outstanding, respectively. A total of 36,000,000 shares
remained undesignated as of December 31, 2015.
The
Series A shares carry 25:1 preferential voting rights, and are convertible into shares of common stock on a 1:1 basis.
The
Series B shares were convertible at the option of the holder into shares of common stock at an initial ratio of one share of series
B preferred stock into one share of common stock (1:1), as adjusted for the dilutive effects of additional stock subsequent to
the original issuance of the series B shares on December 17, 2010. The Series B Preferred conversion ratio was to be adjusted
to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares
of Common Stock Outstanding (meaning (1) outstanding Common Stock, (2) Common Stock issuable upon conversion of outstanding Preferred
Stock, (3) Common Stock issuable upon exercise of outstanding stock options (including Common Stock issuable upon the conversion
of shares or other securities issued pursuant to the exercise of outstanding stock options) and (4) Common Stock issuable upon
exercise (and, in the case of warrants to purchase Preferred Stock or other securities, conversion) of outstanding warrants. Shares
described in (1) through (4) above were to be included whether vested or unvested, whether contingent or non-contingent and whether
exercisable or not yet exercisable.) immediately prior to such issuance plus the number of shares of Common Stock that the aggregate
consideration received by this Corporation for such issuance would purchase at such Conversion Price; and the denominator of which
were to be the number of shares of Common Stock Outstanding immediately prior to such issuance plus the number of shares of such
Additional Stock. The maximum shares of common stock convertible were to be reserved from the authorized shares. On July 22, 2015,
the Series B class of stock was terminated.
Common
Stock Issued in Settlement for Series B Preferred Stock Cancellation (2015)
On
June 2, 2014, the Company and the Series B Preferred shareholder entered into a settlement agreement whereby an outstanding $35,000
promissory note was satisfied with the successful payment of $32,500, consisting of four equal payments of $8,125, which were
delivered on June 27, 2014, August 26, 2014, November 17, 2014 and February 2, 2015. On March 31, 2015, upon successful payment
of the settlement obligations, the shareholder converted his 4,349,339 shares of Convertible Series B Preferred shares into 4,349,339
shares of common stock.
The
Series C shares carry 50:1 preferential voting rights, and are convertible into shares of common stock on a 1:1 basis.
Preferred
Stock
On
July 21, 2015, we issued an aggregate of 5,750,000 shares of the Company’s newly created series C preferred stock to Mark
Bradley, the Company’s Chief Executive Officer, in lieu of $17,250 of unpaid compensation pursuant to the terms of the new
employment agreement. The total fair value of the Series C shares was $164,000 based on an independent valuation on the date of
grant, resulting in additional compensation expense of $146,750. No preferred shares were issued during the year ended December
31, 2014.
Common
Stock Authorized
The
Company has authorized 1,200,000,000 shares of common stock, as amended on July 22, 2015, of which 392,417,678 shares were issued
and outstanding and 736,313,335 shares were reserved as of April 13, 2016.
Common
Stock Sales (2015)
On
December 3, 2015, the Company sold 7,500,000 shares of its common stock in exchange for proceeds of $6,000.
On
November 19, 2015, the Company sold 2,800,000 shares of its common stock in exchange for proceeds of $3,000.
Common
Stock Sales (2014)
On
December 8, 2014, the Company’s subsidiary sold 1.6% of its equity in the subsidiary in exchange for proceeds of $160,000.
On
August 14, 2014, the Company’s subsidiary sold 1% of its equity in the subsidiary in exchange for proceeds of $60,000.
On
August 14, 2014, the Company sold 2,500,000 shares of its common stock in exchange for proceeds of $50,000. The shares were subsequently
issued on October 23, 2014.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
On
April 18, 2014, the Company sold 200,000 shares of its common stock and an equal number of warrants, exercisable at $0.06 per
share over a twenty four month period pursuant to a unit offering in exchange for total proceeds of $6,000. The proceeds received
were allocated between the common stock and warrants on a relative fair value basis.
On
March 28, 2014, the Company sold 2,000,000 shares of its common stock and an equal number of warrants, exercisable at $0.06 per
share over a twenty four month period pursuant to a unit offering in exchange for total proceeds of $50,000. The proceeds received
were allocated between the common stock and warrants on a relative fair value basis.
On
January 30, 2014, the Company sold 1,000,000 shares of its common stock and an equal number of warrants, exercisable at $0.07
per share over a twenty four month period pursuant to a unit offering in exchange for total proceeds of $40,000. The proceeds
received were allocated between the common stock and warrants on a relative fair value basis.
On
January 23, 2014, the Company sold 600,000 shares of its common stock for proceeds of $15,000.
On
January 21, 2014, the Company sold 800,000 shares of its common stock for proceeds of $20,000.
Common
Stock Issuances for Debt Conversions (2015)
On
December 24, 2015, the Company issued 3,660,000 shares of common stock pursuant to the conversion of $3,513 of outstanding principal
on the First TJC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
September 24, 2015, the Company issued 6,410,256 shares of common stock pursuant to the conversion of $10,000 of outstanding principal
on the First Tangiers Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been
recognized.
On
August 24, 2015, the Company issued 7,000,000 shares of common stock pursuant to the conversion of $7,000 of outstanding principal
on the First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
August 4, 2015, the Company issued 20,000,000 shares of common stock pursuant to the conversion of $40,600 of outstanding principal
on the First Collier Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been
recognized.
On
July 30, 2015, the Company issued 7,194,245 shares of common stock pursuant to the conversion of $10,000 of outstanding principal
on the Second Group 10 Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been
recognized.
On
July 28, 2015, the Company issued 6,666,667 shares of common stock pursuant to the conversion of $10,000 of outstanding principal
on the First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
June 23, 2015, the Company issued 5,641,026 shares of common stock pursuant to the conversion of $11,000 of outstanding principal
on the First Tangiers Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been
recognized.
On
June 18, 2015, the Company issued 4,383,562 shares of common stock pursuant to the conversion of $10,000 of outstanding principal
on the First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
June 15, 2015, the Company issued 2,976,191 shares of common stock pursuant to the conversion of $7,500 of outstanding principal
on the First Tangiers Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been
recognized.
On
June 11, 2015, the Company issued 5,684,421 shares of common stock pursuant to the conversion of $15,121, consisting of $6,000
of outstanding principal and $9,121 of interest, on the First Typenex Note. The note was converted in accordance with the conversion
terms; therefore no gain or loss has been recognized.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
On
June 9, 2015, the Company issued 11,269,231 shares of common stock pursuant to the conversion of $29,300 of outstanding principal
on the First KBM Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
May 29, 2015, the Company issued 5,882,353 shares of common stock pursuant to the conversion of $20,000 of outstanding principal
on the First KBM Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
May 21, 2015, the Company issued 3,191,489 shares of common stock pursuant to the conversion of $15,000 of outstanding principal
on the First KBM Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
May 15, 2015, the Company issued 1,727,116 shares of common stock pursuant to the conversion of $10,000 of outstanding principal
on the First Tangiers Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been
recognized.
On
May 13, 2015, the Company issued 2,500,000 shares of common stock pursuant to the conversion of $15,000 of outstanding principal
on the First KBM Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
May 7, 2015, the Company issued 2,112,676 shares of common stock pursuant to the conversion of $15,000 of outstanding principal
on the First KBM Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
April 29, 2015, the Company issued 2,360,140 shares of common stock pursuant to the conversion of $13,500 of outstanding principal
on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been
recognized.
On
April 27, 2015, the Company issued 2,336,449 shares of common stock pursuant to the conversion of $15,000 of outstanding principal
on the First Tangiers Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been
recognized.
On
April 16, 2015, the Company issued 2,750,000 shares of common stock pursuant to the conversion of $14,479 of outstanding principal
on the First Vista Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
April 14, 2015, the Company issued 1,975,309 shares of common stock pursuant to the conversion of $10,000 of outstanding principal
on the First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
April 2, 2015, the Company issued 1,975,309 shares of common stock pursuant to the conversion of $10,000 of outstanding principal
on the First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
April 1, 2015, the Company issued 2,428,058 shares of common stock pursuant to the conversion of $13,500 of outstanding principal
on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been
recognized.
On
March 23, 2015, the Company issued 1,777,778 shares of common stock pursuant to the conversion of $10,000 of outstanding principal
on the First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
March 10, 2015, the Company issued 2,000,000 shares of common stock pursuant to the conversion of $10,000 of outstanding principal
on the First Vista Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
On
March 10, 2015, the Company issued 1,861,042 shares of common stock pursuant to the conversion of $15,000 of outstanding principal
on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been
recognized.
On
February 24, 2015, the Company issued 2,068,966 shares of common stock pursuant to the conversion of $18,000 of outstanding principal
on the First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
February 20, 2015, the Company issued 1,463,557 shares of common stock pursuant to the conversion of $15,000 of outstanding principal
on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been
recognized.
On
February 10, 2015, the Company issued 1,000,000 shares of common stock pursuant to the conversion of $9,685 of outstanding principal
on the First Vista Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
February 5, 2015, the Company issued 1,479,290 shares of common stock pursuant to the conversion of $15,000 of outstanding principal
on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been
recognized.
On
February 2, 2015, the Company issued 1,133,914 shares of common stock pursuant to the conversion of $9,536 of outstanding debt,
consisting of $6,000 of principal and $3,536 of interest, on the First Group 10 Note. The note was converted in accordance with
the conversion terms; therefore no gain or loss has been recognized.
On
January 27, 2015, the Company issued 1,190,477 shares of common stock pursuant to the conversion of $10,000 of outstanding principal
on the First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
January 2, 2015, the Company issued 1,415,571 shares of common stock pursuant to the conversion of $14,000 of outstanding principal
on the First Group 10 Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been
recognized.
Common
Stock Issuances for Debt Conversions (2014)
On
December 30, 2014, the Company recorded a subscriptions payable for the conversion of $10,000 of principal on the First Typenex
Note. The Company subsequently issued 784,929 shares on January 2, 2015. The note was converted in accordance with the conversion
terms; therefore no gain or loss has been recognized.
On
December 26, 2014, the Company issued 1,501,502 shares of common stock pursuant to the conversion of $10,000 of principal on the
First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
December 10, 2014, the Company recorded a subscriptions payable for the conversion of $9,238 of principal on the First Vista Note.
The Company subsequently issued 750,000 shares on January 5, 2015. The note was converted in accordance with the conversion terms;
therefore no gain or loss has been recognized.
On
December 9, 2014, the Company issued 767,990 shares of common stock pursuant to the conversion of $10,000 of principal on the
First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
December 1, 2014, the Company issued 907,441 shares of common stock pursuant to the conversion of $10,000 of principal on the
First Group 10 Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
November 24, 2014, the Company issued 1,034,840 shares of common stock pursuant to the conversion of $15,000 of principal on the
First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
November 10, 2014, the Company issued 1,889,466 shares of common stock pursuant to the conversion of $20,000 of principal on the
First Group 10 Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
On
October 20, 2014, the Company issued 863,594 shares of common stock pursuant to the conversion of $8,549, consisting of $7,121
of outstanding principal and $1,428 of interest on the First GEL Note. The note was converted in accordance with the conversion
terms; therefore no gain or loss has been recognized.
On
September 23, 2014, the Company issued 662,879 shares of common stock pursuant to the conversion of $7,000 of principal on the
First GEL Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
September 9, 2014, the Company issued 719,424 shares of common stock pursuant to the conversion of $6,000 of principal on the
First GEL Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
August 13, 2014, the Company issued 509,295 shares of common stock pursuant to the conversion of $5,379 of principal on the First
GEL Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
May 12, 2014, the Company issued 1,700,000 shares of common stock pursuant to the conversion of $21,769, consisting of $11,460
of outstanding principal and interest on the First JMJ Note and $10,309 of outstanding principal and interest on the Second JMJ
Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
April 22, 2014, the Company issued 2,100,000 shares of common stock pursuant to the conversion of $27,300 of outstanding principal
on the First JMJ Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
March 14, 2014, the Company issued 2,000,000 shares of common stock pursuant to the conversion of $26,000 of outstanding principal
on the First JMJ Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
On
February 24, 2014, the Company issued 1,000,000 shares of common stock pursuant to the conversion of $13,000 of outstanding principal
on the First JMJ Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
Common
Stock Issuances for Services (2015)
On
December 29, 2015, the Company issued 3,000,000 shares of restricted common stock to Mr. Michael Berk for director services provided.
The total fair value of the common stock was $5,400 based on the closing price of the Company’s common stock on the date
of grant.
On
December 29, 2015, the Company issued 3,000,000 shares of restricted common stock to Mr. Doug Miller for director services provided.
The total fair value of the common stock was $5,400 based on the closing price of the Company’s common stock on the date
of grant.
On
December 29, 2015, the Company issued 3,000,000 shares of restricted common stock for website development services provided. The
total fair value of the common stock was $5,400 based on the closing price of the Company’s common stock on the date of
grant.
On
December 29, 2015, the Company issued 3,000,000 shares of restricted common stock for consulting services provided. The total
fair value of the common stock was $5,400 based on the closing price of the Company’s common stock on the date of grant.
On
December 29, 2015, the Company issued 1,500,000 shares of restricted common stock for video production services provided. The
total fair value of the common stock was $2,700 based on the closing price of the Company’s common stock on the date of
grant.
On
December 29, 2015, the Company issued 500,000 shares of restricted common stock for legal services provided. The total fair value
of the common stock was $900 based on the closing price of the Company’s common stock on the date of grant.
On
October 26, 2015, the Company issued 2,500,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $6,000 based on the closing price of the Company’s common stock on the date of grant.
On
April 29, 2015, the Company issued 656,735 shares of common stock pursuant to a forbearance agreement as financing costs in consideration
for penalties on the April 29, 2015 conversion on the First Typenex Note. The total fair value of the common stock was $10,508
based on the closing price of the Company’s common stock on the date of grant.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
On
April 15, 2015, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair
value of the common stock was $6,000 based on the closing price of the Company’s common stock on the date of grant.
On
April 15, 2015, the Company issued 500,000 shares of restricted common stock for platform development services provided. The total
fair value of the common stock was $6,000 based on the closing price of the Company’s common stock on the date of grant.
On
April 15, 2015, the Company issued 1,500,000 shares of restricted common stock for video production services provided. The total
fair value of the common stock was $18,000 based on the closing price of the Company’s common stock on the date of grant.
On
April 15, 2015, the Company issued 600,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $7,200 based on the closing price of the Company’s common stock on the date of grant.
On
April 15, 2015, the Company issued 500,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $6,000 based on the closing price of the Company’s common stock on the date of grant.
On
April 15, 2015, the Company issued 500,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $6,000 based on the closing price of the Company’s common stock on the date of grant.
On
January 25, 2015, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair
value of the common stock was $8,200 based on the closing price of the Company’s common stock on the date of grant.
On
January 25, 2015, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair
value of the common stock was $8,200 based on the closing price of the Company’s common stock on the date of grant.
On
January 25, 2015, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair
value of the common stock was $8,200 based on the closing price of the Company’s common stock on the date of grant.
On
January 25, 2015, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair
value of the common stock was $8,200 based on the closing price of the Company’s common stock on the date of grant.
On
January 25, 2015, the Company issued 500,000 shares of restricted common stock for platform development services provided. The
total fair value of the common stock was $8,200 based on the closing price of the Company’s common stock on the date of
grant.
On
January 25, 2015, the Company issued 1,600,000 shares of restricted common stock for video production services provided. The total
fair value of the common stock was $26,240 based on the closing price of the Company’s common stock on the date of grant.
On
January 25, 2015, the Company issued 1,500,000 shares of common stock to its CEO as compensation for services as a Director. The
total fair value of the common stock was $24,600 based on the closing price of the Company’s common stock on the date of
grant.
On
January 25, 2015, the Company issued 1,500,000 shares of common stock to its President of Programming as compensation for services
as a Director. The total fair value of the common stock was $24,600 based on the closing price of the Company’s common stock
on the date of grant.
On
January 25, 2015, the Company issued 1,500,000 shares of common stock to one of its Directors as compensation for services as
a Director. The total fair value of the common stock was $24,600 based on the closing price of the Company’s common stock
on the date of grant.
On
January 25, 2015, the Company issued 500,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $8,200 based on the closing price of the Company’s common stock on the date of grant.
On
January 25, 2015, the Company issued 500,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $8,200 based on the closing price of the Company’s common stock on the date of grant.
Common
Stock Issuances for Services (2014)
On
December 18, 2014, the Company issued 400,300 shares of restricted common stock for professional services provided. The total
fair value of the common stock was $9,687 based on the closing price of the Company’s common stock on the date of grant.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
On
December 18, 2014, the Company issued 500,000 shares of restricted common stock for professional services provided. The total
fair value of the common stock was $12,100 based on the closing price of the Company’s common stock on the date of grant.
On
December 18, 2014, the Company issued 350,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $8,470 based on the closing price of the Company’s common stock on the date of grant.
On
November 5, 2014, the Company issued 350,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $11,550 based on the closing price of the Company’s common stock on the date of grant.
On
November 5, 2014, the Company issued 300,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $9,900 based on the closing price of the Company’s common stock on the date of grant.
On
November 5, 2014, the Company issued 300,000 shares of restricted common stock for video production services provided. The total
fair value of the common stock was $9,900 based on the closing price of the Company’s common stock on the date of grant.
On
November 5, 2014, the Company issued 100,000 shares of restricted common stock for video production services provided. The total
fair value of the common stock was $3,300 based on the closing price of the Company’s common stock on the date of grant.
On
November 5, 2014, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair
value of the common stock was $16,500 based on the closing price of the Company’s common stock on the date of grant.
On
August 18, 2014, the Company issued 377,000 shares of restricted common stock for professional services provided. The total fair
value of the common stock was $7,276 based on the closing price of the Company’s common stock on the date of grant.
On
August 18, 2014, the Company issued 100,000 shares of restricted common stock for services provided. The total fair value of the
common stock was $1,930 based on the closing price of the Company’s common stock on the date of grant.
On
August 18, 2014, the Company issued another 100,000 shares of restricted common stock for services provided. The total fair value
of the common stock was $1,930 based on the closing price of the Company’s common stock on the date of grant.
On
August 18, 2014, the Company issued 300,000 shares of restricted common stock for services provided. The total fair value of the
common stock was $5,790 based on the closing price of the Company’s common stock on the date of grant.
On
August 18, 2014, the Company issued 200,000 shares of restricted common stock for professional services provided. The total fair
value of the common stock was $3,860 based on the closing price of the Company’s common stock on the date of grant.
On
August 18, 2014, the Company issued 350,000 shares of restricted common stock for professional services provided. The total fair
value of the common stock was $6,755 based on the closing price of the Company’s common stock on the date of grant.
On
August 18, 2014, the Company issued 300,000 shares of restricted common stock for video production services provided. The total
fair value of the common stock was $5,790 based on the closing price of the Company’s common stock on the date of grant.
On
August 18, 2014, the Company issued 200,000 shares of restricted common stock for professional services provided. The total fair
value of the common stock was $3,860 based on the closing price of the Company’s common stock on the date of grant.
On
August 18, 2014, the Company issued 2,000,000 shares of restricted common stock for professional services provided. The total
fair value of the common stock was $38,600 based on the closing price of the Company’s common stock on the date of grant.
On
August 18, 2014, the Company issued 350,000 shares of restricted common stock to one of its Directors as a compensation bonus.
The total fair value of the common stock was $6,755 based on the closing price of the Company’s common stock on the date
of grant.
On
August 18, 2014, the Company issued 200,000 shares of restricted common stock to its President of Programming as a compensation
bonus. The total fair value of the common stock was $3,860 based on the closing price of the Company’s common stock on the
date of grant.
On
August 18, 2014, the Company issued 550,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $10,615 based on the closing price of the Company’s common stock on the date of grant.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
On
August 18, 2014, the Company issued 200,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $3,860 based on the closing price of the Company’s common stock on the date of grant.
On
August 14, 2014, the Company’s subsidiary issued a total of 16% of its equity in the subsidiary in exchange for services
provided related to the operations of the subsidiary. The total fair value of the common stock was $960,000 based on the fair
value of stock sold to an independent third party. A total of 4% of these shares were issued to officers of Players Network.
On
June 27, 2014, the Company issued 700,000 shares of restricted common stock for video production services provided. The total
fair value of the common stock was $20,650 based on the closing price of the Company’s common stock on the date of grant.
On
June 27, 2014, the Company issued 300,000 shares of restricted common stock for professional services provided. The total fair
value of the common stock was $8,850 based on the closing price of the Company’s common stock on the date of grant.
On
June 27, 2014, the Company issued 500,000 shares of restricted common stock for video production services provided. The total
fair value of the common stock was $14,750 based on the closing price of the Company’s common stock on the date of grant.
On
June 27, 2014, the Company issued 300,000 shares of restricted common stock for professional services provided. The total fair
value of the common stock was 8,850 based on the closing price of the Company’s common stock on the date of grant.
On
June 15, 2014, the Company issued 198,864 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $4,693 based on the closing price of the Company’s common stock on the date of grant.
On
June 15, 2014, the Company issued 198,864 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $4,693 based on the closing price of the Company’s common stock on the date of grant.
On
April 15, 2014, the Company granted 99,700 shares of restricted common stock for professional services provided. The total fair
value of the common stock was $2,952 based on the closing price of the Company’s common stock on the date of grant. The
shares were subsequently issued on December 18, 2014.
On
April 14, 2014, the Company issued 350,000 shares of restricted common stock for video production services provided. The total
fair value of the common stock was $10,150 based on the closing price of the Company’s common stock on the date of grant.
On
April 11, 2014, the Company issued 200,000 shares of restricted common stock for business development services provided. The total
fair value of the common stock was $4,400 based on the closing price of the Company’s common stock on the date of grant.
On
April 11, 2014, the Company issued 170,000 shares of restricted common stock for video production services provided. The total
fair value of the common stock was $3,740 based on the closing price of the Company’s common stock on the date of grant.
On
April 11, 2014, the Company issued 200,000 shares of restricted common stock for video production services provided. The total
fair value of the common stock was $4,400 based on the closing price of the Company’s common stock on the date of grant.
On
April 11, 2014, the Company issued 1,250,000 shares of restricted common stock to its CEO as a compensation bonus. The total fair
value of the common stock was $27,500 based on the closing price of the Company’s common stock on the date of grant.
On
April 11, 2014, the Company issued 200,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $4,400 based on the closing price of the Company’s common stock on the date of grant.
On
March 24, 2014, the Company issued 733,333 shares of restricted common stock for video production services provided. The total
fair value of the common stock was $33,734 based on the closing price of the Company’s common stock on the date of grant.
On
March 3, 2014, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair
value of the common stock was $14,950 based on the closing price of the Company’s common stock on the date of grant.
On
February 20, 2014, the Company issued 300,000 shares of restricted common stock for professional services provided. The total
fair value of the common stock was $9,000 based on the closing price of the Company’s common stock on the date of grant.
On
February 20, 2014, the Company issued 4,000,000 shares of common stock to its CEO as a compensation bonus. The total fair value
of the common stock was $120,000 based on the closing price of the Company’s common stock on the date of grant.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
On
January 13, 2014, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair
value of the common stock was $24,500 based on the closing price of the Company’s common stock on the date of grant.
On
January 13, 2014, the Company issued 75,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $3,675 based on the closing price of the Company’s common stock on the date of grant.
On
January 13, 2014, the Company issued 50,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $2,450 based on the closing price of the Company’s common stock on the date of grant.
On
January 13, 2014, the Company issued 50,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $2,450 based on the closing price of the Company’s common stock on the date of grant.
On
January 13, 2014, the Company issued 500,000 shares of S-8 common stock for professional services provided. The total fair value
of the common stock was $24,500 based on the closing price of the Company’s common stock on the date of grant.
Common
Stock Cancellations (2015)
There
were no cancellations of common stock during the year ended December 31, 2015.
Common
Stock Cancellations (2014)
On
March 6, 2014, the Company cancelled 750,000 shares issued during 2013 for non-performance of services commensurate with the departure
of one of the Company’s former employees.
On
March 6, 2014, the Company cancelled 150,000 shares issued during 2013 for non-performance of services commensurate with the departure
of one of the Company’s Directors.
Note
14 – Common Stock Options
Common
Stock Options Granted (2015)
No
options were granted during the year ended December 31, 2015.
Common
Stock Options Granted (2014)
On
April 11, 2014, the Company’s Board of Directors granted 250,000 fully vested common stock options to a consultant as compensation
for services provided. The options are exercisable until April 10, 2016 at an exercise price of $0.05 per share. The estimated
value using the Black-Scholes Pricing Model, based on a volatility rate of 244% and a call option value of $0.0148, was $3,710.
On
April 11, 2014, the Company’s Board of Directors granted another 250,000 fully vested common stock options to a consultant
as compensation for services provided. The options are exercisable until April 10, 2016 at an exercise price of $0.05 per share.
The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 244% and a call option value of $0.0148,
was $3,710.
On
March 1, 2014, the Company’s Board of Directors granted 600,000 common stock options as compensation for services to a consultant.
The options vest ratably in monthly increments over six (6) months beginning April 1, 2014. The options are exercisable until
March 1, 2017 at an exercise price of $0.08 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility
rate of 247% and a call option value of $0.0273, was $16,365. The options are being re-measured and expensed over the vesting
period. The Company recognized $16,365 of stock based compensation expense during the year ended December 31, 2014.
On
March 1, 2014, the Company’s Board of Directors granted 600,000 common stock options as compensation for services to another
consultant. The options vest ratably in monthly increments over six (6) months beginning April 1, 2014. The options are exercisable
until March 1, 2017 at an exercise price of $0.08 per share. The estimated value using the Black-Scholes Pricing Model, based
on a volatility rate of 247% and a call option value of $0.0273, was $16,365. The options are being re-measured and expensed over
the vesting period. The Company recognized $16,365 of stock based compensation expense during the year ended December 31, 2014.
On
February 20, 2014, the Company’s Board of Directors granted 8,000,000 fully vested cashless common stock options to the
Company’s CEO as compensation for services provided. The options are exercisable until February 20, 2018 at an exercise
price of $0.04 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 248% and a
call option value of $0.0272, was $217,971.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Common
Stock Options Cancelled (2015 and 2014)
No
options or were cancelled during the years ended December 31, 2015 and 2014.
Common
Stock Options Expired (2015)
On
February 29, 2015, a total of 450,000 options amongst two option holders with a strike price of $0.08 per share expired.
Common
Stock Options Expired (2014)
On
August 26, 2014, a total of 240,000 options held by an independent contractor expired.
On
July 19, 2014, a total of 1,500,000 options held by the Company’s CEO expired.
On
February 8, 2014, a total of 400,000 options amongst four option holders expired.
Common
Stock Options Exercised (2015 and 2014)
No
options were exercised during the years ended December 31, 2015 and 2014.
The
following is a summary of information about the Common Stock Options outstanding at December 31, 2015.
|
|
Shares Underlying
|
|
Shares Underlying Options
Outstanding
|
|
Options Exercisable
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Average
|
|
|
Weighted
|
|
|
Shares
|
|
|
Weighted
|
|
Range of
|
|
Underlying
|
|
|
Remaining
|
|
|
Average
|
|
|
Underlying
|
|
|
Average
|
|
Exercise
|
|
Options
|
|
|
Contractual
|
|
|
Exercise
|
|
|
Options
|
|
|
Exercise
|
|
Prices
|
|
Outstanding
|
|
|
Life
|
|
|
Price
|
|
|
Exercisable
|
|
|
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.04 – $0.08
|
|
|
10,850,000
|
|
|
|
1.83
years
|
|
|
$
|
0.05
|
|
|
|
10,850,000
|
|
|
$
|
0.05
|
|
The
fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following
weighted-average assumptions used for grants under the fixed option plan:
|
|
December 31, 2015
|
|
|
December 31,2014
|
|
|
|
|
|
|
|
|
Average risk-free interest rates
|
|
|
N/A
|
|
|
|
0.33
|
%
|
Average expected life (in years)
|
|
|
N/A
|
|
|
|
2.92
|
|
Volatility
|
|
|
N/A
|
|
|
|
248
|
%
|
The
Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no
vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions
including expected stock price volatility. Because the Company’s common stock options have characteristics significantly
different from those of traded options and because changes in the subjective input assumptions can materially affect the fair
value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the
fair value of its common stock options. During 2015 and 2014, there were no options granted with an exercise price below the fair
value of the underlying stock at the grant date.
The
weighted average fair value of options granted with exercise prices at the current fair value of the underlying stock during the
years ended December 31, 2015 and 2014 was approximately $0.05 and $0.05 per option, respectively.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
The
following is a summary of activity of outstanding common stock options:
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
Number
|
|
|
Exercise
|
|
|
|
of Shares
|
|
|
Price
|
|
|
|
|
|
|
|
|
Balance, December 31, 2013
|
|
|
3,740,000
|
|
|
$
|
0.17
|
|
Options expired
|
|
|
(2,140,000
|
)
|
|
|
(0.23
|
)
|
Options granted
|
|
|
9,700,000
|
|
|
|
0.05
|
|
Options exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2014
|
|
|
11,300,000
|
|
|
|
0.05
|
|
Options expired
|
|
|
(450,000
|
)
|
|
|
(0.08
|
)
|
Options granted
|
|
|
-
|
|
|
|
-
|
|
Options exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2015
|
|
|
10,850,000
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
Exercisable, December 31, 2015
|
|
|
10,850,000
|
|
|
$
|
0.05
|
|
The
Company expensed $-0- and $258,121 from the amortization of common stock options during the years ended December 31, 2015 and
2014, respectively.
Note
15 – Common Stock Warrants
Common
Stock Warrants Granted (2015)
No
warrants were granted during the year ended December 31, 2015.
Common
Stock Warrants Granted (2014)
On
June 13, 2014, the Company issued warrants to purchase 1,500,000 shares of common stock, exercisable at $0.05 per share over a
thirty six month period pursuant to a convertible debenture offering in exchange for net proceeds of $75,000 with an $80,000 face
value. The proceeds received were allocated between the debt and warrants on a relative fair value basis.
On
April 18, 2014, the Company sold 200,000 shares of its common stock and an equal number of warrants, exercisable at $0.06 per
share over a twenty four month period pursuant to a unit offering in exchange for total proceeds of $6,000. The proceeds received
were allocated between the common stock and warrants on a relative fair value basis.
On
March 28, 2014, the Company sold 2,000,000 shares of its common stock and an equal number of warrants, exercisable at $0.06 per
share over a twenty four month period pursuant to a unit offering in exchange for total proceeds of $50,000. The proceeds received
were allocated between the common stock and warrants on a relative fair value basis.
On
January 30, 2014, the Company sold 1,000,000 shares of its common stock and an equal number of warrants, exercisable at $0.07
per share over a twenty four month period pursuant to a unit offering in exchange for total proceeds of $40,000. The proceeds
received were allocated between the common stock and warrants on a relative fair value basis.
Common
Stock Warrants Cancelled
No
warrants were cancelled during the years ended December 31, 2015 and 2014.
Common
Stock Warrants Expired (2015)
On
April 19, 2015, a total of 120,000 warrants held by our CEO with a strike price of $0.15 per share expired.
On
February 14, 2015, a total of 80,000 warrants held by our CEO with a strike price of $0.15 per share expired.
On
January 15, 2015, a total of 250,000 warrants with a strike price of $0.15 per share expired.
On
January 1, 2015, a total of 300,000 warrants with a strike price of $0.08 per share expired.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Common
Stock Warrants Expired (2014)
On
April 18, 2014, a total of 869,565 warrants held by the Company’s CEO expired. The expiration of the warrants had no impact
on the current period operations.
Common
Stock Warrants Exercised
No
warrants were exercised during the years ended December 31, 2015 and 2014.
The
following is a summary of information about the Common Stock Warrants outstanding at December 31, 2015.
|
|
Shares Underlying
|
|
Shares Underlying Warrants
Outstanding
|
|
Warrants Exercisable
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Average
|
|
|
Weighted
|
|
|
Shares
|
|
|
Weighted
|
|
Range of
|
|
Underlying
|
|
|
Remaining
|
|
|
Average
|
|
|
Underlying
|
|
|
Average
|
|
Exercise
|
|
Warrants
|
|
|
Contractual
|
|
|
Exercise
|
|
|
Warrants
|
|
|
Exercise
|
|
Prices
|
|
Outstanding
|
|
|
Life
|
|
|
Price
|
|
|
Exercisable
|
|
|
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.04 - $0.18
|
|
|
13,400,000
|
|
|
|
5.26
years
|
|
|
$
|
0.05
|
|
|
|
13,400,000
|
|
|
$
|
0.05
|
|
The
fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following
weighted-average assumptions used for grants under the fixed option plan:
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
Average risk-free interest rates
|
|
|
N/A
|
|
|
|
0.33
|
%
|
Average expected life (in years)
|
|
|
N/A
|
|
|
|
1.59
|
|
Volatility
|
|
|
N/A
|
|
|
|
248
|
%
|
The
Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no
vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions
including expected stock price volatility. Because the Company’s common stock warrants have characteristics significantly
different from those of traded options and because changes in the subjective input assumptions can materially affect the fair
value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the
fair value of its common stock warrants. During 2015 and 2014, there were no warrants granted with an exercise price below the
fair value of the underlying stock at the grant date.
The
weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock during
the years ended December 31, 2015 and 2014 was approximately $0.05 and $0.06 per warrant, respectively.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
The
following is a summary of activity of outstanding common stock warrants:
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
Number
|
|
|
Exercise
|
|
|
|
of Shares
|
|
|
Price
|
|
|
|
|
|
|
|
|
Balance, December 31, 2013
|
|
|
10,319,565
|
|
|
$
|
0.08
|
|
Warrants expired
|
|
|
(869,565
|
)
|
|
|
(0.41
|
)
|
Warrants granted
|
|
|
4,700,000
|
|
|
|
0.06
|
|
Warrants exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2014
|
|
|
14,150,000
|
|
|
|
0.05
|
|
Warrants expired
|
|
|
(750,000
|
)
|
|
|
(0.12
|
)
|
Warrants granted
|
|
|
-
|
|
|
|
-
|
|
Warrants exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2015
|
|
|
13,400,000
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
Exercisable, December 31, 2015
|
|
|
13,400,000
|
|
|
$
|
0.05
|
|
Note
16 – Gain on Debt Extinguishment
The
Company recognized debt forgiveness in the total amount of $11,282 and $356,835 during the years ended December 31, 2015 and 2014,
respectively, as presented in other income within the Statements of Operations.
On
December 29, 2015, we settled outstanding trade accounts payable in the total amount of $7,500 with the issuance of 1,500,000
shares of common stock valued at $2,700. The creditor forgave the remaining $4,800, resulting in a gain on debt settlements of
$4,800 as presented in other income at December 31, 2015.
The
Company and one of our lenders entered into a settlement agreement whereby an outstanding $35,000 promissory note was satisfied
with the successful payment of $32,500, consisting of four equal payments of $8,125, which were delivered on June 27, 2014, August
26, 2014, November 17, 2014 and February 2, 2015, resulting in a $6,482 gain on settlement, consisting of $2,500 of principal
and $3,982 of accrued interest, as presented in other income at December 31, 2015.
On
January 6, 2014, we settled outstanding trade accounts payable in the total amount of $349,670 with a payment of $10,000. The
creditor forgave the remaining $339,670. An additional $1,540 of trade accounts payable was forgiven from another creditor on
February 24, 2014, with the payment of $385, resulting in a $1,155 gain on settlement, along with another debt forgiveness of
$2,510 on June 12, 2014, as forgiven by our former transfer agent, and $13,500 of customer deposits. All of these debt settlements
were included in the $356,835 gain on debt settlements amount as presented in other income at December 31, 2014.
Note
17 – Income Taxes
The
Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides
that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes, referred to as temporary differences.
For
the years ended December 31, 2015 and 2014, the Company incurred a net operating loss and, accordingly, no provision for income
taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization
of any tax assets. At December 31, 2015, the Company had approximately $20,582,000 of federal net operating losses. The net operating
loss carry forwards, if not utilized, will begin to expire in 2025.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
The
components of the Company’s deferred tax asset are as follows:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carry forwards
|
|
$
|
7,203,700
|
|
|
$
|
6,440,000
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets before valuation allowance
|
|
$
|
7,203,700
|
|
|
$
|
6,440,000
|
|
Less: Valuation allowance
|
|
|
(7,203,700
|
)
|
|
|
(6,440,000
|
)
|
Net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
Based
on the available objective evidence, including the Company’s history of its loss, management believes it is more likely
than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation
allowance against its net deferred tax assets at December 31, 2015 and 2014, respectively.
A
reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income
tax rate to pre-tax loss is as follows:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Federal and state statutory rate
|
|
|
35
|
%
|
|
|
35
|
%
|
Change in valuation allowance on deferred tax assets
|
|
|
(35
|
%)
|
|
|
(35
|
%)
|
In
accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.
Note
18 – Future Minimum Lease Payments
Effective
July 1, 2013, we leased our office space in Las Vegas, Nevada under a 3-year operating lease expiring August 31, 2016. The lease
provides for increases in future minimum annual rental payments based on defined annual increases beginning with monthly payments
of $2,997 and culminating in a monthly payment of $3,191 in 2016. The lease contains provisions for future rent increases and
rent free periods for the first two months of the lease. The total amount of rental payments due over the lease term is being
charged to rent expense according to the straight-line method over the term of the lease. The difference between rent expense
recorded and the amount paid is credited or charged to “Deferred rent obligation,” in the accompanying Balance Sheets.
On
October 14, 2015, Green Leaf Farms Holding, Inc. (“GLFH”) and SFC Leasing, LLP entered into a settlement and release
of claims agreement that terminated GLFH’s lease that originated on April 16, 2015 for property located at 203 E. Mayflower
Avenue in North Las Vegas. The Company paid a total of $83,000 on this lease prior to the termination. The Company subsequently
obtained a new building location in order to transition its provisional medical marijuana production and cultivation licenses
to an approved status, which is necessary to implement their plan to enter into the medical marijuana industry. Pursuant to NAC
453A.324, the State of NV has imposed a deadline for the timeline to implement operations, which is currently approximately May
of 2016. If GLFH is not making significant progress towards being fully operational by then their licenses may be revoked.
On
March 4, 2016, GLFH leased a commercial building from Belmont NLV, LLC that originated on April 17, 2016 for its medical marijuana
production and cultivation business in North Las Vegas. The 5-year operating lease expires on April 16, 2021 and is renewable
for another 5 year term, required a $50,000 security deposit and includes an option to purchase the building for $3.8 million
during the third, fourth and fifth years of the lease. The lease provides for increases in future minimum annual rental payments
based on defined annual increases beginning with monthly payments of $26,786 and culminating in a monthly payment of $30,148 in
2021. The lease contains provisions for future rent increases. The total amount of rental payments due over the lease term is
being charged to rent expense according to the straight-line method over the term of the lease. The difference between rent expense
recorded and the amount paid will be credited or charged to “Deferred rent obligation,” in the Balance Sheets.
Future
minimum lease payments required under operating leases according to our fiscal year-end
are as follows:
Year Ending
|
|
|
|
December
31,
|
|
Amount
|
|
2016
|
|
$
|
251,423
|
|
2017
|
|
|
327,857
|
|
2018
|
|
|
337,693
|
|
2019
|
|
|
347,824
|
|
2020
|
|
|
358,258
|
|
2021
|
|
|
107,526
|
|
|
|
$
|
1,730,581
|
|
Rent
expense was $118,123 and $35,123 for the years ended December 31, 2015 and 2014, respectively.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Note
19 – Non-Controlling Interest
Non-controlling
interest originally represented 17% interest in the subsidiary held amongst eleven individuals, of whom the Company’s CEO,
Mark Bradley and the Company’s President of Programming, Michael Berk own 3% and 1%, respectively, through December 8, 2014.
On December 9, 2014, one of the non-officer, minority investors exercised an option to purchase an additional 1.6% interest in
the Company’s subsidiary from the parent in exchange for proceeds of $160,000 and 3% was transferred back to Players Network
from a founding member on December 2, 2015, thereby resulting in a minority interest in the subsidiary of 15.6% amongst ten individuals.
The net loss attributable to the non-controlling interest totaled $29,520 and $185,229 during the years ended December 31, 2015
and 2014, respectively.
Effects
of changes in Players Network’s ownership interest in its subsidiary during the years ended December 31, 2015 and 2014 are
as follows:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
Net loss attributable to
parent
|
|
$
|
(129,313
|
)
|
|
$
|
(904,306
|
)
|
Transfers to (from) the non-controlling interest:
|
|
|
|
|
|
|
|
|
Decrease in parent’s paid-in capital
for return of 3% interest in subsidiary
|
|
|
(180,000
|
)
|
|
|
-
|
|
Increase in parent’s paid-in capital
for sale of 1% interest in subsidiary
|
|
|
-
|
|
|
|
60,000
|
|
Increase in parent’s paid-in capital
for exchange of 16% interest in subsidiary for services
|
|
|
-
|
|
|
|
960,000
|
|
Increase in parent’s
paid-in capital for sale of 1.6% interest in subsidiary
|
|
|
-
|
|
|
|
160,000
|
|
Net transfers
to the non-controlling interest
|
|
|
(180,000
|
)
|
|
|
1,180,000
|
|
Change from net loss attributable to
the parent and transfers to the non-controlling interest
|
|
$
|
(309,313
|
)
|
|
$
|
275,694
|
|
Note
20 – Subsequent Events
Advances
Received
On
various dates between January 11, 2016 and May 8, 2016, the Company received proceeds of $143,000 in anticipation of a partnership
with an investment group that intends to partner with Green Leaf Farms Holdings to develop its MME businesses. The terms of the
partnership agreement has not yet been finalized.
Promissory
Note Proceeds
On
March 8, 2016, the Company received proceeds of $45,000 in exchange for a non-interest bearing, unsecured promissory note (“First
SCP Note”), which matures on June 8, 2016, and detachable warrants to acquire up to 9,000,000 shares of common stock, exercisable
at $0.005 per share over a period from the origination date until four (4) months after the note is repaid. The note carries a
default rate of 18% and an additional 1,000,000 warrants issued each 30 day period the note remains unpaid.
Common
Stock Sales
On
March 2, 2016, the Company sold 14,000,000 shares of its common stock to an accredited investor in exchange for proceeds of $61,600.
On
February 1, 2016, the Company sold 15,000,000 shares of its common stock to an accredited investor in exchange for proceeds of
$63,000.
PLAYERS
NETWORK
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Convertible
Debenture Repayment and Settlements
On
March 2, 2016, the Company repaid $30,000 of principal on the First Collier Note, and an additional $20,000 of principal was forgiven
on the Second Vista Capital Note that are held by common ownership.
On
January 21, 2016, the Company entered into a settlement agreement with Tangiers Investment Group. Pursuant to the agreement, the
Company is obligated to repay a total of $80,000 in various monthly installments of between $6,000 and $20,000 from February 8,
2016 through June 26, 2016 in satisfaction of a total of approximately $85,820, consisting of $75,500 of principal and $10,320
of interest on the First and Second Tangiers Notes. The convertible promissory notes will be subsequently cancelled as paid in
full.
On
January 6, 2016, the Company repaid the first and second TJC convertible notes with an aggregate payment of $51,000 in satisfaction
of a total of approximately $50,890 of principal and $1,229 of interest, resulting in a gain of $1,119 on the debt extinguishment.
The convertible promissory notes were subsequently cancelled as paid in full.
On
January 4, 2016, the Company entered into a settlement agreement with JSJ Investments. Pursuant to the agreement, the Company
is obligated to repay a total of $70,000 in six monthly installments of approximately $11,667 from January 21, 2016 through June
21, 2016 in satisfaction of a total of approximately $82,564, consisting of $75,000 of principal and $7,564 of interest on the
First JSJ Note. The convertible promissory note will be subsequently cancelled as paid in full.
Common
Stock Issuances for Debt Conversions
On
April 8, 2016, the Company issued 2,777,778 shares of common stock pursuant to the conversion of $5,000 of outstanding principal
on the First Tangiers Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been
recognized.
On
March 31, 2016, the Company issued 2,500,000 shares of common stock in exchange for $3,500 of outstanding principal on a short
term loan from a shareholder.
On
March 14, 2016, the Company issued 7,812,500 shares of common stock pursuant to the conversion of $10,000 of outstanding principal
on the First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.
Preferred
Stock Issuance for Services
On
March 2, 2016, we issued 6,250,000 shares of series C preferred stock to Mark Bradley, the Company’s Chief Executive Officer,
in lieu of $18,750 of unpaid compensation.
Common
Stock Options Expired
On
April 11, 2016, a total of 500,000 options amongst two option holders with a strike price of $0.05 per share expired.
Common
Stock Warrants Expired
On
April 8, 2016, a total of 200,000 warrants with a strike price of $0.06 per share expired.
On
March 28, 2016, a total of 2,000,000 warrants with a strike price of $0.06 per share expired.
On
January 30, 2016, a total of 1,000,000 warrants with a strike price of $0.07 per share expired.