Attached files
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| EX-10.1 - DISTRIBUTION AGREEMENT - PLAYERS NETWORK | pntv_10ka-ex1001.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
Commission file number: 000-29363
(Name of small business issuer in its charter)
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Nevada
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88-0343702
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(State or other jurisdiction
of incorporation organization)
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(I.R.S. Employer Identification No.)
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1771 E. Flamingo Road, #201-A
Las Vegas, NV 89119
(Address of principal executive offices including zip code)
Issuer's telephone number: (702) 734-3457
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, Par Value $.001
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 on this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x
The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, as of June 30, 2011, was approximately $4,588,048 based on a share value of $0.11. All executive officers and directors of the registrant have been deemed, solely for the purpose of the foregoing calculation, to be "affiliates" of the registrant.
As of April 13, 2012, there were 63,248,857 shares of the issuer's common stock, $0.001 par value per share, issued and outstanding.
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EXPLANATORY NOTE
The purpose of this amendment on Form 10-K to Players Network's annual report on Form 10-K for the period ended December 31, 2011, filed with the Securities and Exchange Commission on April 16, 2012 (“Form 10-K”), is solely to furnish Exhibit 10.1 to the Form 10-K. Due to an inadvertent error Exhibit 10.1 was omitted from the Form 10-K filing. No other changes have been made to the Form 10-K. This Form 10-K/A speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-K.
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3.1(1)
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Articles of Incorporation, filed with the Commission on February 7, 2000.
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3.2(1)
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Bylaws of the Company, filed with the Commission on February 7, 2000.
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3.3(4)
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Certificate of Amendment of Articles of Incorporation adopting name change to Players Network filed with the Nevada Secretary of State on June 9, 1994.
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3.4(5)
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Certificate of Amendment of Articles of Incorporation Increasing the Authorized Stock filed June 4, 2007
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4.1(2)
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2004 Non-Qualified Stock Option Plan.
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4.2(3)
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2006 Non-Qualified Attorneys & Accountants Stock Compensation Plan.
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4.3 (6)
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Certificate of Designation for Series A Preferred Stock filed July 24, 2007.
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4.4 (9)
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Amended and Restated 2004 Non-Qualified Stock Option Plan
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4.5 (12)
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Certificate of Designation for Series B Preferred Stock filed December 17, 2010
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4.6 (12)
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Form of Series B Stock Warrant dated December 17, 2010
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10.1 *
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Distribution
Agreement between the Company and Comcast Programming Development, Inc. dated November 1, 2005.
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10.2(4)
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Employment Agreement dated January 1, 2005 for Mark Bradley Feldgreber.
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10.3(4)
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Employment Agreement dated January 1, 2005 for Michael Berk.
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10.4(7)
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Subscription Agreement dated as of October 10, 2007 by and between the Company and Timothy Sean Shiah
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10.5(8)
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Distribution Agreement dated June 5, 2008, between Players Network and MicroPlay, Inc. **
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10.6 (12)
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Series B Preferred Stock and Warrant Purchase Agreement dated December 17, 2010
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10.7 (12)
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Investor’s Rights Agreement dated December 17, 2010
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10.8 (13)
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Employment Agreement dated March 1, 2011 for Peter Heumiller
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14 (10)
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Code of Ethics
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23.1(9)
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Consent of Weaver & Martin LLC.
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23.2(9)
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Consent of M&K CPAS, PLLC
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23.3(11)
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Consent of M&K CPAS, PLLC
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* Filed herewith
** Confidential Treatment Requested
(1) Filed as an exhibit to the Company’s Registration Statement on Form 10-SB filed with the Commission on February 7, 2000.
(2) Filed as an exhibit to the Company's Registration Statement on Form S-8 filed with the Commission on September 13, 2004.
(3) Filed as an exhibit to the Company's Registration Statement on Form S-8 filed with the Commission on January 18, 2007.
(4) Filed as an exhibit to the Company's Form 10-KSB filed with the Commission on April 13, 2007.
(5) Filed as an exhibit to the Company's Form 8-K filed with the Commission on June 8, 2007.
(6) Filed as an exhibit to the Company's Form 8-K filed with the Commission on July 26, 2007.
(7) Filed as an exhibit to the Company's Form 8-K filed with the Commission on December 5, 2007.
(8) Filed as an exhibit to the Company's Form 8-K filed with the Commission on June 12, 2008
(9) Filed as an exhibit to the Company's Registration Statement on Form S-8 filed with the Commission on July 22, 2009
(10) Filed as an exhibit to the Company's Form 10-K filed with the Commission on April 7, 2010
(11) Filed as an exhibit to the Company's Registration Statement on Form S-8 filed with the Commission on September 17, 2010
(12) Filed as an exhibit to the Company's Form 8-K filed with the Commission on December 23, 2010
(13) Filed as an exhibit to the Company's Form 8-K filed with the Commission on March 10, 2011
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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PLAYERS NETWORK
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By:
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/s/ Mark Bradley
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Date:
January 14, 2013
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Mark Bradley, Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below appoints Mark Bradley his attorney in fact, with full power of substitution and re-substitution, to sign any and all amendments to this Report on Form 10-K of Players Network, and to file them, with all their exhibits and other related documents, with the Securities and Exchange Commission, ratifying and confirming all that their attorney in fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue of this appointment. In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ Mark Bradley
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Director & Chief Executive Officer (Principal
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January 14, 2013
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Mark Bradley
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Executive Officer, Principal Financial
Officer & Principal Accounting Officer)
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/s/ Michael Berk
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Director and President of Programming
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January 14, 2013
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Michael Berk
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/s/ Doug Miller
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Director
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January 14, 2013
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Doug Miller
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