UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): June 4, 2007
PLAYERS
NETWORK
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-29363
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88-0343702
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(State
or Other Juris-
diction
of Incorporation
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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4260
Polaris Avenue Las Vegas, NV
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89103
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(702)
895-8884
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
TABLE
OF CONTENTS
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Item
5.03. Amendment to Articles of Incorporation or Bylaws; Change
in Fiscal
Year.
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Item
9.01. Financial Statements and Exhibits
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SIGNATURE
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EXHIBIT
INDEX
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Ex-3.1
Certificate of Amendment dated June 4,
2007
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On
May
18, 2007, the stockholders of the Company approved an amendment to the Company’s
Articles of Incorporation to increase the number of authorized shares of
Common
Stock, $0.001 par value per share, from 25,000,000 to 150,000,000 shares
and to
authorize 25,000,000 shares of preferred stock, $0.001 par value per share,
which the Company’s Board of Directors are authorized to designate into one or
more series, with such powers, preferences, rights, qualifications, limitations
and restrictions, as the Board of Directors may from time to time determine.
The
Company filed the Certificate of Amendment with the Secretary of the State
of
Nevada on June 4, 2007, and such Certificate of Amendment became effective
on
June 4, 2007.
The
description of the Certificate of Amendment is qualified in its entirety
by
reference to the terms of such Certificate of Amendment attached hereto as
Exhibit 3.1 and incorporated into this Item 5.03 by reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
See
Exhibit Index attached hereto.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Players
Network
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Date:
June
7, 2007
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By:
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/s/
Mark Bradley
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Mark
Bradley
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Chief
Executive Officer
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Exhibit
3.1
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Certificate
of Amendment dated June 4, 2007
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CERTIFICATE
OF
AMENDMENT
TO ARTICLES OF INCORPORATION
OF
PLAYERS
NETWORK
a
Nevada
corporation
Pursuant
to and in accordance with the provision of Nevada Revised Statues (“NRS”)
Section 78.403, the undersigned does hereby declare and certify
that:
This
certificate correctly sets forth the text of the Corporation’s articles of
incorporation as amended to the date hereof, and the restated articles of
incorporation of the Corporation are as follows:
IV.
CAPITAL
STOCK: The Corporation’s authorized capital consists of one hundred and fifty
million (150,000,000) shares of common stock having a par value of $0.001 per
share (“Common Stock”) and twenty-five million (25,000,000) shares of preferred
stock having a par value of $0.001 per share (“Preferred Stock”).
Shares
of
Preferred Stock of the Corporation may be issued from time to time in one or
more series, each of which shall have distinctive designation or title as shall
be determined by the Board of Directors of the Corporation (“Board of
Directors”) prior to the issuance of any shares thereof. Preferred Stock shall
have such voting powers, full or limited, or no voting powers, and such
preferences and relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof, as shall be stated
in
such resolution or resolutions providing for the issue of such class or series
of Preferred Stock as may be adopted from time to time by the Board of Directors
prior to the issuance of any shares thereof. The number of authorized shares
of
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of
a
majority of the voting power of all of the then outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election
of
the directors, voting together as a single class, without a separate vote of
the
holders of the Preferred Stock or any series thereof, unless a vote of any
such
holders is required pursuant to any Preferred Stock Designation.
IN
WITNESS WHEREOF, this Certificate of Amendment to the Articles of Incorporation
has been signed by the Chief Executive Officer of this corporation as of May
31,
2007.
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By:
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/s/ Mark
Bradley
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Mark
Bradley,
CEO
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