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Annual Report Stock Symbol: PNTV REfocus REbuild REstructure REthink REbrand

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Page 1: REfocus REstructure · buyers can stake themselves to a “land grab.” Conversely, there are hundreds of fiscally responsible opportunities for growth through acquisitions on which

A n n u a l R e p o r t

S t o c k S y m b o l : P N T V

RE focus

REbu i l d

REs t r u c t u re

RE t h i n k

REb r and

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Letter from Chairman and CEO Mark BradleyLetter from Director Brett H. Pojunis2017 Financial Results at a GlanceAbout Players Network, Inc.

Table of Contents

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Dear Shareholders,

I'm excited to bring you Player’s Network, Inc.’s (PNTV) 2017 Annual Report that not only affirms the many accomplishments we have achieved in the last year, but also provides insight into the company's future growth plans as we continue to hit new milestones.

Management's goals with the 2017 Annual Report are to share our vision, clearly define the direction of PNTV and address the primary questions and concerns from our Shareholders.

I would like to personally thank our dedicated board of directors, management team and staff for their hard work and dedication and their amazingly supportive families who put up with the long hours they devote for our common cause necessary to achieve success. I also want to thank many of our loyal, long-term, dedicated shareholders and investors who give us feedback on a regular basis, allowing us to better serve everyone.

Our Team

We truly have built a skilled core management team, a company of diversified, dedicated, proficient employees and a Board of Directors that brings a wide array of special talents to our business. In the last year we've grown from 8 full-time employees to over 35 employees and contractors. Our newly launched website has a section that focuses on the teams we've built at Green Leaf Farms, WeedTV and our corporate offices. Please take the time to review the Team section and check out the incredible talent we have recruited.

Mark Bradley | Chairman & CEO

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“Our mission is to create an industry-leading company that combines media with marijuana. That effort starts with our team of dedicated, talented people.”

Mark Bradley | Chairman & CEO

Mark Bradley

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The theme for this year’s annual report is REfocus

Over the last year, PNTV has experienced growing pains and made some mistakes. We have had technology setbacks with WeedTV as well as construction and permit delays with the city and state regarding Green Leaf Farms. All have caused delays in our operational plans and hitting our revenue projections. They may have slowed us down, but they have not eroded our commitment.

These growing pains are not unusual for a public company forging a new path in the budding cannabis industry while local, state and federal regulatory agencies themselves try to figure out how to standardize this new and controversial industry in a rapidly-changing culture. These are hurdles we have no control over and simply must accept as part of our opportunity cost as a first mover in this rapidly-growing new world.

Our Biggest Problem: We have been under capitalized

One of the biggest challenges for companies like ours has been to bring in sufficient capital needed to execute on our plans and doing so in a manner that provides minimal dilution to our existing capitalization structure. This has not been an easy task to accomplish considering the many limitations of not having access to traditional funding options. There have been few if any traditional banking options, and few funds that as yet will operate in the cannabis space, which limits access to capital from private funds and individual investors. However, with President Trump’s recent comments that the Federal government will not interfere with state-licensed cannabis businesses such as ours, we believe more and more financial opportunities and capital-raising options will soon become available.

Recognizing that there have been many hurdles to overcome, we are nevertheless proud of the many accomplishments and milestones we reached in 2017. They are solid building blocks for a strong foundation as we move forward in 2018 to accomplish all our goals.

Legal Marijuana Recreational and Medical Licenses

PNTV’s subsidiary Green Leaf Farms received four marijuana licenses in the state of Nevada for cultivation and production of marijuana for both medical and recreational use. We have successfully accomplished Phase One of our plan, allowing Green Leaf Farms to operate in complete legal compliance. Green Leaf Farms has built a highly-trained team led by Jason Ching, who developed distribution into one-third of the dispensaries in Nevada and began generating early stage revenue despite limited cultivation space pending approvals that will make more space available in our 27,000 sq. ft., state-of-the-art facility.

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WeedTV

The development of WeedTV has been a long and expensive process that has included building a tremendous library of original programming, while developing the underlying technology and business model to monetize the content for entertainment, merchandising and marketing purposes. We believe this will provide obvious synergies with our own companies and products, but also provides commercial opportunity to serve the thousands of companies operating within the global cannabis industry.

I feel the initial production of “Weed House 2017” was successful, resulting in the full production of nine original television series and 340 total episodes of cannabis-related content. In addition, we have developed significant content partnerships and recruited influencers to create live broadcasts daily on our WeedTV platform. More than 35 sponsors have developed original channels providing cannabis-related television programing that streams live and on demand.

Next up for WeedTV will be the launch of our mobile app to the public. To date, the app has only been available by permission to our “Weed Experts” and “Smokesmodels” who appear at WeedTV live events, and help produce content that markets the industry, themselves, WeedTV and Green Leaf Farms.

Following release of the mobile app will be the release of WeedTV’s scalable platform, whereby a B2B or B2C business can create its own media network that supports their brick-and-mortar operations on our platform. We anticipate earning significant revenues through a license fee model that allows each business to brand and market its services through an array of digital business tools provided by WeedTV, such as content and database management, loyalty programs, content distribution, live video, coupons, delivery services, and more. These services are supported by detailed analytics that will help each business better communicate and retain their customers.

The WeedTV platform will target dispensaries, cultivators, suppliers, retail outlets such as smoke and vape shops, hydroponics, merchandise and more cannabis related businesses and services. Equipped with extensive media experience and the understanding of the power of video, I am very excited about the potential of this business model and the additional upside PNTV can generate from the data collection alone.

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Comcast Lawsuit

The company settled its ongoing lawsuit with Comcast Communications. Although the details of this settlement must remain confidential through court orders, the settlement helped the company expand its team and operations. What we can tell you is that the settlement included both a financial amount and other beneficial emoluments that will become more apparent as the media side of our company continues to develop.

Plans for 2018 and Beyond

Our focus for 2018 and beyond will also be to divest ourselves of assets that drain our attention from our core business models of producing licensed marijuana products and marijuana-related media. Within each of those lines of business, we will seek to grow our operations through the strategic acquisition of fully operational assets that can immediately improve our cash flow.

The legal marijuana market is still in its infancy as companies like ours position themselves in the marketplace and work to differentiate themselves from their competitors. In my opinion, many of these companies are shooting from the hip and will fail. I have seen many transactions that have taken place in the marijuana industry over the last several months that have been grossly overvalued just so buyers can stake themselves to a “land grab.” Conversely, there are hundreds of fiscally responsible opportunities for growth through acquisitions on which we have been doing a tremendous amount of due diligence and market research. With so many opportunities to choose from, we do not intend to overpay for any of them.

“Green Leaf Farms and PNTV have both been actively looking for strategic acquisitions that make business and financial sense”.We have identified several opportunities and are in the process of structuring offers on several fully operational assets.

We have focused our attention primarily within Nevada. With 52 million annual visitors, Nevada – especially Las Vegas - is likely to become the largest recreational market for cannabis in the world. At the same time, we are also looking carefully at other existing and emerging cannabis markets both domestically and internationally.

Earlier this year we announced an option to purchase an ownership share in Grass Roots Industrial Park in Desert Hot Springs, California. This transaction has been temporary halted while we wait for the developer to work through issues with the current land owner. This has provided us a valuable opportunity to explore the California market and has helped us discover other expansion options in that state. The Palm Desert Project is a long-term investment requiring a substantial payback period. Instead, PNTV has shifted its focus toward alternative opportunities that offer more a shorter payback period and strongly positive net present value. Stay tuned.

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Shareholder Relations

With regard to shareholder communications, our company has built a talented technology team that has been developing communication tools to keep our investors and shareholders fully informed of our activities, including our new PlayersNetwork.com website that was just recently launched.

Our goal as a company is to have the best in-house communication department of any public cannabis company. We want our shareholders to have full access to our staff, management and information with complete transparency. We want our shareholders to be informed and understand our vision and business objectives, so they can hopefully share it with others. If we are going to achieve the success we envision and become a major player in the marijuana space, everyone, including our shareholders, should understand our business from seed to sale and beyond. We believe our new technology platform will help to automate this process by making real-time information readily available to our investors, thus freeing our time as management to focus on building our underlying business.

Fundamentals of building a Marijuana Business

We have and will always remain focused on building the fundamentals of our business one building block at a time, with the goal of attracting serious investors, both retail and intuitional, who are, like us, in it for the long haul. The more long-term investors who take a position in our company, the more stable our market will be as the day traders become outweighed by smart-money, long-term investors.

We have been working hard to build a solid foundation in all our business units as we continue to strengthen our foothold while remaining focused on executing the goals and objectives needed to build a self-sustaining company as outlined in this briefing and annual report. We are committed to continuous innovation in order to achieve success in all its definitions and to set ourselves apart from every other marijuana company.

Shareholder Relations

With regard to shareholder communications, our company has built atalented technology team that has been developing communication toolsto keep our investors and shareholders fully informed of our activities,including our new PlayersNetwork.com website that was just recently launched.

Our goal as a company is to have the best in-house communicationdepartment of any public cannabis company. We want our shareholdersto have full access to our staff, management and information withcomplete transparency. We want our shareholders to be informed andunderstand our vision and business objectives, so they can hopefullyshare it with others. If we are going to achieve the success we envisionand become a major player in the marijuana space, everyone, including our shareholders, should understand our business from seed to sale andbeyond. We believe our new technology platform will help to automatethis process by making real-time information readily available to ourinvestors, thus freeing our time as management to focus on building ourunderlying business.

Fundamentals of building a Marijuana Business

We have and will always remain focused on building the fundamentals ofour business one building block at a time, with the goal of attractingserious investors, both retail and intuitional, who are, like us, in it for the long haul. The more long-term investors who take a position in ourcompany, the more stable our market will be as the day traders becomeoutweighed by smart-money, long-term investors.

We have been working hard to build a solid foundation in all our business units as we continue to strengthen our foothold while remaining focused on executing the goals and objectives needed to build a self-sustainingcompany as outlined in this briefing and annual report. We are committed to continuous innovation in order to achieve success in all its definitionsand to set ourselves apart from every other marijuana company.

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I am humbly asking our shareholders to remain members of our dedicated team, and to have the confidence to help us share this vision with others as we execute our plans. Please spread the word about what we are doing and encourage your friends, family and associates to log onto our website, create a shareholder account and stay connected as we continue to progress toward our goals.

As we continue to grow internally and externally, the company aspires to someday up-list to a national stock exchange. This may not happen overnight; however, we have been a fully reporting company longer than any other public marijuana company of which we know. We have established credibility with FINRA and the SEC and have already meet many of the requirements needed to up-list. We plan to make such a request once we hit the necessary revenue targets, and we believe we will get there soon.

Thank you for your time and trust. We treasure your involvement and will continue to do everything possible to earn it.

Sincerely,

Mark Bradley

I am humbly asking our shareholders to remain members of our dedicated team, and to have the confidence to helpus share this vision with others as we execute our plans. Please spread the word about what we are doing andencourage your friends, family and associates to log onto our website, create a shareholder account and stayconnected as we continue to progress toward our goals.

As we continue to grow internally and externally, the company aspires to someday up-list to a national stockexchange. This may not happen overnight; however, we have been a fully reporting company longer than any otherpublic marijuana company of which we know. We have established credibility with FINRA and the SEC and havealready meet many of the requirements needed to up-list. We plan to make such a request once we hit the necessary revenue targets, and we believe we will get there soon.

Thank you for your time and trust. We treasure your involvement and will continue to do everything possible to earn it.

Sincerely,

Mark Bradley

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Dear PNTV Shareholders:

I feel quoting Charles Dickens’ A Tale of two Cities is highly appropriate when revisiting 2017. For PNTV, it was the best of times and it was the worst of times. PNTV was able to achieve many major milestones. However, the moment things appeared to be going smoothly, something would happen to knock us off course. We remained resilient and as life threw us curveballs, we adapted and overcame each obstacle!

Last year was eventful for PNTV, its holdings, the marijuana industry generally and the overall stock market. The first half of the year was defined by speculation, volatility and excitement. The second half was affected deeply by a series of political upsets and surprises. PNTV remained focused and steadfast which helped us navigate through an environment far more challenging than we initially anticipated.

Building a Marijuana Empire

Our goal from the beginning has been to build a marijuana empire. Rome wasn’t built in a day, and neither do we expect that to be the case for our own empire. Instead, management is dedicated to building solid fundamentals that will perform strongly and predictably over the long term. A key part of building a successful company is through careful capital planning and analysis that informs our decisions about when and where to invest. Our confidence is rooted in our ability to perform that type of analysis and to identify unique opportunities. Although we have had some setbacks and initially underestimated the payback period on some of our investments, we believe we are now poised for a strong long-term return across our holdings.

Brett H. Pojunis | Director

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How PNTV Entered into the Marijuana Industry – Brief History

PNTV was a media company with a focus on gaming which pivoted to becoming an “all in” marijuana company. Our initial entrance into marijuana was through media by developing WeedTV.com, the “go-to” source for people in the marijuana lifestyle. When the State of Nevada announced they were opening applications for medical marijuana licenses in 2014, PNTV decided to apply and was awarded both cultivation and production licenses. Then, early last year, following a 2016 ballot initiative to legalize marijuana for recreational purposes, PNTV was able to procure both cultivation and production licenses for recreational purposes as well.

PNTV was Beset by Delays in 2017

When we decided to become a producer of marijuana and marijuana products, we initially underestimated everything it takes to construct a compliant cultivation facility in this highly regulated industry. We experienced numerous delays throughout 2017 that involved complications or even contradictions between state and local marijuana regulations and building permits. Without a strong background in construction, we also found ourselves befuddled by city building codes, the timelines necessary to satisfy them, and proper coordination with construction contractors. The good news is that none of the mistakes we made were detrimental to the long-term health of PNTV nor our holdings. More importantly, we have learned from our mistakes and were able to bring on seasoned personnel in the latter half of the year who could strengthen our expertise in these areas.

PNTV’s biggest Problem: Undercapitalization

“The single biggest shortcoming we experienced in 2017 was our lack of sufficient capitalization.”

From 2016 to current, PNTV’s management team took measures to raise substantial capital in order to acquire its marijuana licenses, finance construction of its facility and build its other assets. We initially underestimated the cost in terms of both time and money for completing our cultivation facility. Although our status as a public company offers us additional avenues to raise funds than most private companies, the downside to this approach is a dilution of existing ownership. Although we made some mistakes early on, we are now confident about our current position and in the additional expertise we have been able to bring aboard. As of this writing, our cultivation facility in North Las Vegas is positioned to begin generating substantial revenues from our own harvest of marijuana within a few weeks and we are eyeing the completion of other revenue-producing assets in the near- to medium-term.

Brett H. Pojunis | Director

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Brett H. Pojunis | Director

REfocusing

The theme for our 2017 Annual Report is “Refocus.” Since entering the marijuana industry, we have seen so many amazing opportunities! It seems like every time we turnaround there is a new venture or a potential revenue stream that makes perfect sense to us as a diversified holding company.

Over the last three years we have gotten involved in many ventures throughout the marijuana industry. We see so many needs within the industry, it can occasionally be difficult to restrain ourselves and focus on what we do well. From the outside looking in, we now understand how that could make it challenging to understand our business model.

We understand that being involved in so many ventures can be confusing or frustrating to our shareholders, who may each be passionate only about a single aspect of our holdings. Therefore, PNTV has engaged in extensive strategic planning and positioning during the first few months of 2018 to completely refocus, refine, and in some cases, redefine our goals and objectives. The results of this effort will become apparent to shareholders in the second half of 2018.

Our Primary Business is Seed-To-Sale Operations spiked with Media

The core business of PNTV is seed-to-sale marijuana operations. These include or will include the following license types:

Dispensaries. Retail outlets to legally sell marijuana and marijuana products to consumersCultivation. Growing marijuana flowers (plants).Production. Converting marijuana plants into byproducts such as extracts, oils, edibles, etc.

Green Leaf Farms is our subsidiary that will hold all seed-to-sale marijuana operations now and moving forward.

Our secondary business is media and our goal is to utilize our media assets to drive traffic to our seed-to-sale operations. If executed correctly, there should be tremendous synergy between our various lines of business that will generate excess shareholder value.

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Disruptive Concept: Growth by Acquisition

As PNTV refines and refocuses its efforts, it will expand within the primary lines of business we have highlighted, focusing specifically on building its seed-to-sale marijuana operations through the acquisition of additional licenses and assets. We believe growth through acquisition is one of the most effective strategies for diversification and market positioning within the industry.

Growth through acquisition is practiced by many successful companies at all levels. This strategy enables PNTV and its holdings to secure greater market share and immediate revenues. Further, this strategy will allow PNTV to avoid the headaches and delays it has experienced by developing assets internally. Instead, PNTV will aim to gain market share and immediate cash flow by targeting assets that are already complete and performing. Although it can be more costly to purchase completed assets, we recognize a need to minimize risk within our holdings and ensure we can generate ongoing cash flow. Management recognizes that PNTV has amassed an unappealing balance sheet and management is now committed to acting expeditiously to improve PNTV’s financial position by importing additional revenues.

We likely do not want to go through the hassle of building licensed, compliant marijuana facilities from the ground up. Instead, we now aim to acquire fully operational, revenue-producing marijuana assets at a fair price, then bring in our management team to run the operations as well as our media assets to promote them.

Brett H. Pojunis | Director

Restructuring PNTV and Reorganizing our Holdings

Starting immediately, PNTV will divest our assets and simplify our lines of business by grouping “like” companies and projects. All projects which are not directly related to Green Leaf Farms (seed-to-sale marijuana operations) or WeedTV (media), will be moved, sold, traded, or placed into other companies. We want our shareholders to know that our core business is licensed marijuana operations through Green Leaf Farms and that we know this business well.

Moving forward, we will continue to be a diversified holding company. However, diversification to us now means seed-to-sale marijuana operations and marijuana media and nothing else.

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Brett H. Pojunis | Director

PNTV management has developed a unique structure to acquire revenue-producing businesses without having a dilutive event to our shareholders. Simply put, our structure is to form a new company to house each acquisition and to seed the new company with debt capital. Then we will repay investors using the cash flow generated by the purchased asset, while securitizing the debt with PNTV shares. This approach allows us to appropriately leverage our assets and expertise within the seed-to-sale marijuana industry while simultaneously minimizing our exposure to dilution or other risks.

We have formed a committee to review all acquisitions, perform the proper analysis and diligence and give final approval. Further, this committee is charged with developing a plan to successfully integrate any purchased assets within our broader company and its culture.

The Time Is Now!

“Whenever an industry experiences rapid growth and is highly fragmented; the natural progression is a consolidation period. This is when billion-dollar brands are created!”

As one of the first publicly traded marijuana companies and a fully reporting company longer than any other public marijuana company that we know of, PNTV has first-mover advantage and is positioned as a leader within the industry. The time is now to capitalize on that position.

We Value Our Shareholders

Last year we tried a very unique strategy for shareholder communications. We began to provide live video updates to shareholders through social media on a semi-regular basis. This strategy supplemented our responses to inbound shareholder inquiries. While this approach was both fun and trying for us, we have made the decision not to continue it. Instead, we will adhere to a strict schedule communications schedule henceforth and dedicate management’s time to running our underlying businesses. While we highly appreciate the thoughts, suggestions and concerns of our thousands of shareholders, our management team now recognizes that we face increased demands in running our businesses that are more of a priority than non-critical activity on social media. Please visit the Investor Relations Calendar at www.PlayersNetwork.com/investor-calendar.

Going forward, we will publish a calendar of events to be made available to shareholders at least a quarter in advance. Mark Bradley (PNTV CEO) and I will refer all shareholder inquiries to our in-house shareholder relations manager, David Klepinger. Management’s emails will be forwarded as well as phone calls. We still encourage you to communicate your thoughts and suggestions actively to us through David, but we all must recognize that PNTV’s lines of business are growing and require our full attention. Ultimately, we see this as a sign of progress and hope you will, too.

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Brett H. Pojunis | Director

Out of Failure Comes Opportunity

Despite so many accomplishments and moving our businesses forward, our performance fell short of our expectations. Why? First, we decided to push ahead with our plans to invest in WeedTV, and much-needed infrastructure and technology across the company. We also saw myriad delays and obstacles at our marijuana cultivation facility which hampered reduced our top-line revenues.

Pushing that aside, we now have a clear path to producing the results that you, as shareholders, expect and deserve. That path primarily relies on drivers that are now within our control:

Raw earnings power: This consists of harvesting licensed marijuana at Green Leaf Farms, monetizing WeedTV, continuing to monetize the investments we’ve made in our existing businesses, and continuing to identify strong acquisitions.

Growing investor base: We will divest ourselves of non-core assets to simplify our message and attract new investors. We will also continue to utilize unique funding structures while reducing the amount of capital we need to support them.

Operating environment: The legal marijuana market is growing and investor enthusiasm abounds. We expect to be strong players within the industry, but know that a rising tide also lifts all boats.

New Interactive PNTV Website and Shareholder Portal

We have developed a cutting-edge website for PNTV that allows our investors to gain access to critical information in real time. This new technology moves PNTV to the forefront of public marijuana companies and expands on management’s commitment to total transparency with our shareholders. We encourage you to visit the new website and create a personalized profile as soon as possible.

I encourage all shareholders, investors and investors contemplating an investment into PNTV to activate their Shareholder Account. When you register at our website (www.PlayersNetwork.com/activate) you will receive information as it is available, you will receive invites to special events to ensure your spot and you will have a repository of all our corporate literature and documents.

I thank all our employees and team members for their hard work and dedication to the overall success of PNTV and our holdings. In addition, I want to thank our long term shareholders, we can't do this without you! I hope with our new focus you, our Shareholders, will embrace our model and share in our success.

Thank you again!

Brett H. PojunisDirector

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Green Leaf Farms Holdings, LLC | Management Report

Contributors:

Jason S. Ching, Director of OperationsJarome L. Salango, Asst. Director of OperationsAndrew Hallenbeck, Purchasing and Sales ManagerPeter Rivoli, Surveillance Manager

Introduction

In early 2017, Green Leaf Farms Holdings (GLFH) acquired certificates to cultivate marijuana and produce marijuana extracts and related products for medical purposes. After making its initial medical sales, GLFH applied for and received recreational licenses in the initial round of licensing within the State of Nevada. GLFH operates a 27,000 sq. ft. warehouse in North Las Vegas. The facility is leased on favorable terms and has an option to buy at the expiration of five years. Alternatively, the lease can be renewed with similar terms. GLFH has also secured the rights to a prospective location actively planning to apply for additional licence types as they are made available.

Construction and Equipment

After securing its licenses, the first step for GLFH has been to construct a facility capable of housing and cultivating high-quality marijuana within the extremely hot and arid climate of Southern Nevada. This required extensive upgrades to our facility’s electric grid to facilitate dozens of air conditioning units, lighting, and other requirements. After opening our Phase 2 expansion, which includes 8,000 sq. ft. of cultivation space, GLFH will need to increase its ampere allotment from NV Energy before it can go live with additional improvements. This power upgrade is currently in motion and remains on the critical path toward opening subsequent phases of construction.

GLFH is proud to have acquired a phase-appropriate reverse-osmosis water treatment system with ultraviolet, mixing, and warming capabilities that was custom designed and installed by Hanson’s Water Treatment Center in Las Vegas. This temporary system meets the current needs at GLFH with respect to cannabis irrigation and fertilization, and GLFH has reached agreement with Hanson’s to upgrade to a larger, custom system when it opens additional phases of construction.

GLFH has further been fortunate to leverage its human capital and media assets to acquire highly specialized supplies and equipment. Examples include: an experimental prototype EZ Clone machine that is capable of generating about 600 viable clones in as little as one week, two Sasquatch hydraulic presses to produce solvent-free rosin from marijuana flower, discounts on Efinity high-pressure sodium grow lights, etc.

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Green Leaf Farms Holdings, LLC | Management Report

Products

GLFH has increased its strain library to include 32 cultivars and three true landrace strains. Cultivars are strains that were intentionally created through human effort and hybridization, while landrace strains are naturally occuring. These strains will be continually nurtured at GLFH and allow GLFH to offer one of the most diverse strain libraries in Nevada.

In addition to marijuana flower, the State of Nevada has approved GLFH for production of its solvent-free rosin and ice water concentrate products. Ice water concentrate can be sold and consumed as is or can be processed further into a product known popularly as “hash.” Dispensaries in Nevada have asked for these products by name and found that GLFH is the only known producer so far to offer any form of ice water concentrate.

The sales team is proud to have established supply-chain relationships with roughly one-third of the dispensaries in Nevada despite having only a limited supply of products available in 2017. As GLFH eyes its first internal harvests of marijuana in 2018, these relationships should allow GLFH to quickly translate inventory into sales.

All plants and products are tagged and traced with radio frequency identification tags that integrate with the State of Nevada’s seed-to-sale tracking software. This process ensures that all products meet safety and lab-testing requirements and that no marijuana product will fall into the hands of minors or other persons restricted from its use.

Surveillance

New regulations adopted by the State of Nevada in February 2018 imposed extensive changes to the surveillance requirements for licensed marijuana facilities. As a result, GLFH has invested heavily in both hardware and network upgrades to ensure compliance with the new rules. The team ran about 3,000 feet of new network cabling to provide power and data-link for additional high-resolution video cameras and connected them to a high-bandwidth network backbone. This equipment allows GLFH to capture video footage of all operational portions of its facility in high definition and to store the archived video for the new, mandatory 30-day period, while also providing a live stream of all video to the North Las Vegas Police Department.

Human Capital

Although the changing array of regulations, building designs and requirements and other complications hampered its ability to scale up quickly during 2017, GLFH has been able to establish an intricate set of production protocols and to recruit and train significant talent capable of executing on said protocols. We believe these needed steps will allow GLFH to scale up its operations quickly and without complications as GLFH moves toward its own internal harvests of marijuana in 2018.

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Financial Results at a Glance

During 2017, PNTV invested heavily into its primary assets that management expects to become capable of revenue generation beginning in 2018. These expenditures include tenant improvements in the company’s marijuana cultivation facility in North Las Vegas, fixed assets to be used in the manufacturing of marijuana products, licensing fees and taxes, production of video content to populate its WeedTV platform and training of staff and employees.

In early 2018, the company opened Phase 2 of its construction on its Green Leaf Farms marijuana cultivation facility and placed into service $720,032 of tenant improvements related to roughly 8,000 square feet of newly opened cultivation space. We expect our first harvest of marijuana from this space during Q2 2018. We plan to move ahead with construction on Phase 3, which will include additional cultivation space, an upgraded extraction lab, a commercial kitchen, an employee break room and other state-of-the-art amenities during the second half of 2018.

Revenues earned during 2017 consisted primarily of marijuana products purchased wholesale from other licensed cultivators in Nevada and further processed into extracts or resold under the Green Leaf Farms label. Revenues during Q1 2018 are already more than double revenues earned during all of 2017, and we expect continued growth. Although Net Operating Losses amounted to $5,163,899 in 2017, we expect losses to decrease substantially in 2018 as additional revenue-producing assets are placed into service, sales continue to grow and the company embarks on its new growth strategies.

The largest item on PNTV’s 2017 income statement is Other Expense, which consists primarily of an increase in derivative liabilities of $7,362,617. Although this line item makes the company’s 2017 performance appear substantially negative, we believe this is actually a reflection of a positive trend within the company and its future direction. Derivative liabilities increase when holders of warrants on the company’s common stock or convertible notes appear likely to exercise such warrants or convert debt into equity. The company engages an independent valuation firm to value its derivative liabilities. If the valuation firm believes warrant and convertible note holders will desire to exercise their options to obtain equity, derivative liabilities rise. As PNTV has grown its marijuana business and begun to realize initial revenues, its valuation firm now estimates a higher likelihood of this occurring. Although this creates a nominal deterioration of our financial statements, we believe it reflects a positive underlying trend.

As PNTV embarks on its growth-by-acquisition strategy in 2018, it will target primarily completed assets with an established track record of generating revenue. We believe that infusing additional revenues into the company will boost shareholder value rapidly and allow us to finance additional improvements within our existing marijuana cultivation facility. We evaluate all potential acquisitions in full consideration of the cost of capital and internal rate of return on the underlying assets as well as the payback period and have found that many assets meeting our criteria are available for purchase on terms we find attractive. We have settled on an optimal financing strategy that will allow us to purchase assets using loans securitized against PNTV stock but which we can repay out of cash flow generated from operation of the acquired assets so that the company suffers limited dilution from its growth strategy.

We hope that a combination of continued rapid growth in revenues and control of expense will help us reach profitability within a reasonable timeframe. Cultivating marijuana and manufacturing marijuana products is capital-intensive, but we believe the expenses we incurred in 2017 will lead to lasting revenue generation in 2018 and beyond.

Financial Results at a Glance

During 2017, PNTV invested heavily into its primary assets that management expects to become capable of revenue generationbeginning in 2018. These expenditures include tenant improvements in the company’s marijuana cultivation facility in North Las Vegas,fixed assets to be used in the manufacturing of marijuana products, licensing fees and taxes, production of video content to populateits WeedTV platform and training of staff and employees.

In early 2018, the company opened Phase 2 of its construction on its Green Leaf Farms marijuana cultivation facility and placed intoservice $720,032 of tenant improvements related to roughly 8,000 square feet of newly opened cultivation space. We expect our firstharvest of marijuana from this space during Q2 2018. We plan to move ahead with construction on Phase 3, which will includeadditional cultivation space, an upgraded extraction lab, a commercial kitchen, an employee break room and other state-of-the-artamenities during the second half of 2018.

Revenues earned during 2017 consisted primarily of marijuana products purchased wholesale from other licensed cultivators inNevada and further processed into extracts or resold under the Green Leaf Farms label. Revenues during Q1 2018 are already morethan double revenues earned during all of 2017, and we expect continued growth. Although Net Operating Losses amounted to$5,163,899 in 2017, we expect losses to decrease substantially in 2018 as additional revenue-producing assets are placed intoservice, sales continue to grow and the company embarks on its new growth strategies.

The largest item on PNTV’s 2017 income statement is Other Expense, which consists primarily of an increase in derivative liabilities of $7,362,617. Although this line item makes the company’s 2017 performance appear substantially negative, we believe this is actuallya reflection of a positive trend within the company and its future direction. Derivative liabilities increase when holders of warrants onthe company’s common stock or convertible notes appear likely to exercise such warrants or convert debt into equity. The company engages an independent valuation firm to value its derivative liabilities. If the valuation firm believes warrant and convertible note holders will desire to exercise their options to obtain equity, derivative liabilities rise. As PNTV has grown its marijuana business andbegun to realize initial revenues, its valuation firm now estimates a higher likelihood of this occurring. Although this creates a nominaldeterioration of our financial statements, we believe it reflects a positive underlying trend.

As PNTV embarks on its growth-by-acquisition strategy in 2018, it will target primarily completed assets with an established trackrecord of generating revenue. We believe that infusing additional revenues into the company will boost shareholder value rapidly and allow us to finance additional improvements within our existing marijuana cultivation facility. We evaluate all potential acquisitions in fullconsideration of the cost of capital and internal rate of return on the underlying assets as well as the payback period and have foundthat many assets meeting our criteria are available for purchase on terms we find attractive. We have settled on an optimal financingstrategy that will allow us to purchase assets using loans securitized against PNTV stock but which we can repay out of cash flowgenerated from operation of the acquired assets so that the company suffers limited dilution from its growth strategy.

We hope that a combination of continued rapid growth in revenues and control of expense will help us reach profitability within areasonable timeframe. Cultivating marijuana and manufacturing marijuana products is capital-intensive, but we believe the expenseswe incurred in 2017 will lead to lasting revenue generation in 2018 and beyond.

Page 21: REfocus REstructure · buyers can stake themselves to a “land grab.” Conversely, there are hundreds of fiscally responsible opportunities for growth through acquisitions on which

Results of Operations for the Years Ended December 31, 2017 and December 31, 2016:

Page 22: REfocus REstructure · buyers can stake themselves to a “land grab.” Conversely, there are hundreds of fiscally responsible opportunities for growth through acquisitions on which

Player’s Network Corporate Literature

About PNTV:

Player’s Network is a leading diversified and integrated cannabis holding company.

Mission Statement:

“To create long term shareholder value by monetizing opportunities in the legal cannabis industry.”

Long Version:

Player’s Network, Inc. (symbol: PNTV) is a leading diversified and integrated cannabis holding company. PNTV focuses on two main business segments: seed-to-sale operations and cannabis lifestyle. All seed-to-sale operations are held by PNTV’s subsidiary, Green Leaf Farms Holdings, and our cannabis entertainment and lifestyle ventures such as WeedTV are held by MJ Media Holdings. For more information please visit www.PlayersNetwork.comActivate your Shareholder Account here: https://playersnetwork.com/shareholders

PlP ayer’s Nettwoww rk Corpop ratete LLititerature

AbAbouuuttt PNTVTT :

Pllayer’ss Netettwoww rk is a leadinng diversified andnd integrated cannabisiss hhholdingng como pany.

Miissioonn Statemennt:t:

“T“To o crreate long term shaharer holddere value by moonenenetitt zing opportunitiese iinnn tht e legal cac nnabaa is industry.y.”

Loongng Version:

PlPllayayayayayereree ’s’s NNettwork, Inc. (symbbbololo : PNTV) isi aa lleaeading diversified d and d innteteggrated cannabis ss holding compm ananny.y. PNTV focuseees ss on two main business segegmementn s::s:s: sseeeed-d-to-sale operations anddd cannabislifeststyle. All sseeeeed-tooo-s-sale opopereratatioionsns aarere hheleldd byby PPNTNTVV’s susuusubbbsbbsididiaiaaaryry,, Green Leaf Farms Holldidd ngs, andour ccannabis entntttteereerertainment and lifestyle ventures suchhch as WeW ededTV are hheleldd byby MJ Media HoHoHoldingsss.For mom re informamatiioon please visit www.PlayersNettwow rk.commActivaate your ShS ara eheholder Account here: https:://////playersnettwoork.com/shareholders

Page 23: REfocus REstructure · buyers can stake themselves to a “land grab.” Conversely, there are hundreds of fiscally responsible opportunities for growth through acquisitions on which

PNTV Holdings:

About Green Leaf Farms Holdings

Green Leaf Farms Holdings holds all assets for seed-to-sale operations. Green Leaf Farms intends on using its brand when developing new ventures and/or through acquisitions. Due to different state laws, each state we move into will likely have a new company incorporated to hold those assets.

Green Leaf Holdings Nevada (Green Leaf Farms) produces medical and recreational cannabis products. Green Leaf is in North Las Vegas, Nevada on 2.3 acres in a state-of-the-art 27,000 sq. ft. facility. They have a seasoned team of professional growers and operators to manage the facility with proven best practices to ensure they have the highest quality products available.

About MJ Media Corp.

MJ Media Corp. is the holding company for WeedTV and all PNTV cannabis entertainment and lifestyle related ventures.

WeedTV.com is a niche social network and lifestyle channel destination for the marijuana industry. WeedTV.com is launching the “go-to” source for information, entertainment, products and services for people who relate to the marijuana lifestyle and an active social community. Please visit www.WeedTV.com to join our community.

About Marijuana Accelerator

Marijuana Accelerator is an ecosystem for the marijuana industry designed to connect entrepreneurs and investors to our network and develop partnerships. Marijuana Accelerator’s mission is to “identify and develop ventures in the marijuana industry.” Marijuana Accelerator is used to identify ventures focused on seed to sale solutions and new technology. For more information please visit www.MarijuanaAccelerator.com. For MJ Accelerator Program visit https://marijuanaaccelerator.com/mj-accelerator-program

About MOTA coin

MOTA coin is a blockchain based payment solution for the legal cannabis industry. MOTA coin is intended to serve as the primary payment rail within the marijuana industry, facilitating electronic payments and receipts for legal marijuana businesses. MOTA coin is a tool to enable consumers and businesses to easily purchase cannabis products. Please visit https://motacoin.io for more information.

PNTV Holdings:

About Green Leaf Farms Holdings

Green Leaf Farms Holdings holds all assets for seed-to-sale operations. Green Leaf Farms intendson using its brand when developing new ventures and/or through acquisitions. Due to different state laws, each state we move into will likely have a new company incorporated to hold those assets.

Green Leaf Holdings Nevada (Green Leaf Farms) produces medical and recreational cannabisproducts. Green Leaf is in North Las Vegas, Nevada on 2.3 acres in a state-of-the-art 27,000 sq. ft.facility. They have a seasoned team of professional growers and operators to manage the facility with proven best practices to ensure they have the highest quality products available.

About MJ Media Corp.

MJ Media Corp. is the holding company for WeedTV and all PNTV cannabis entertainment andlifestyle related ventures.

WeedTV.com is a niche social network and lifestyle channel destination for the marijuana industry.WeedTV.com is launching the “go-to” source for information, entertainment, products and servicesfor people who relate to the marijuana lifestyle and an active social community. Please visitwww.WeedTV.com to join our community.

About Marijuana Accelerator

Marijuana Accelerator is an ecosystem for the marijuana industry designed to connect entrepreneursand investors to our network and develop partnerships. Marijuana Accelerator’s mission is to “identifyand develop ventures in the marijuana industry.” Marijuana Accelerator is used to identify venturesfocused on seed to sale solutions and new technology. For more information please visitwww.MarijuanaAccelerator.com. For MJ Accelerator Program visit https://marijuanaaccelerator.com/mj-accelerator-program

About MOTA coin

MOTA coin is a blockchain based payment solution for the legal cannabis industry. MOTA coin isintended to serve as the primary payment rail within the marijuana industry, facilitating electronicpayments and receipts for legal marijuana businesses. MOTA coin is a tool to enable consumers andbusinesses to easily purchase cannabis products. Please visit https://motacoin.io for moreinformation.

Page 24: REfocus REstructure · buyers can stake themselves to a “land grab.” Conversely, there are hundreds of fiscally responsible opportunities for growth through acquisitions on which

More info. www.PlayersNetwork.com