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~~July 1730, 2020

Players Network, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-29363

88-0343702

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

1771 E. Flamingo Road, Suite 201 A, Las Vegas, NV		89119
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 840-3270

(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:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

~~Item~~ SECTION 1~~.03~~ ~~Bankruptcy~~– orREGISTRANT’S ~~Receivership.~~BUSINESS AND OPERATIONS

~~Chapter~~Item 111.01 ~~Filing~~Entry into a Material Definitive Agreement

On ~~June~~July 1730, 2020, ~~(the~~GLFI, ~~“Petition~~Inc. ~~Date~~(“GLFI”), ~~the~~a ~~Company~~majority ~~filed~~owned asubsidiary ~~voluntary~~of ~~petition~~Players ~~commencing~~Network, Inc. (the “Company”), entered into a ~~case~~Joint ~~under~~Venture ~~chapter 11~~Agreement ofwith ~~title~~ST 11Labs, ofLLC, ~~the~~a ~~U.S.~~Wyoming ~~Code~~limited ~~(the~~liability ~~“Bankruptcy~~company ~~Code~~(“STL”). inThe purpose of the ~~United~~joint ~~States~~venture ~~Bankruptcy~~is ~~Court~~to ~~for~~develop, ~~the~~provide ~~District of~~and ~~Nevada~~market ~~(the~~cannabis ~~“Bankruptcy~~products ~~Court”).~~that ~~The~~are ~~Company’s~~available ~~chapter~~and 11subject ~~case~~to ~~(the~~a ~~“Chapter~~Cooperative 11Agreement between ~~Case~~Cannabis Avatara S.E. “(Cannava”) is, ~~being~~an ~~administered~~Argentine ~~under~~state ~~the~~owned ~~caption~~entity, Inand ~~re:~~the ~~Players Network~~Company., ~~Case~~Under ~~No.~~the ~~20-12890~~Cooperative Agreement, -as ~~mkn.~~previously ~~The~~reported , ~~Company~~there ~~will~~is ~~continue~~a ~~to operate~~cultivation ~~its~~plan ~~business~~known as athe “~~debtor-in-possession”~~Pilot ~~under~~Cultivation ~~the~~Plan” ~~jurisdiction~~to ofgrow cannabis ~~the~~on ~~Bankruptcy~~up ~~Court~~to ~~and~~35 hectares in ~~accordance with~~Jujuy ~~the~~Province ~~applicable~~Argentina. ~~provisions~~GLFI ofwas formed to assist the ~~Bankruptcy~~Company ~~Code~~manage the Pilot Cultivation Plan and ~~orders~~to ofprovide ~~the~~financing ~~Bankruptcy~~to ~~Court~~accomplish the Plan.

~~Item~~On August ~~2.04~~5, ~~Triggering~~2019, ~~Events~~the ~~that~~Company ~~Accelerate~~entered orinto ~~Increase~~ a ~~Direct~~Management ~~Financial~~Agreement ~~Obligation~~with orGLFI anfor ~~Obligation~~its work under anthe ~~Off-Balance~~Cooperative ~~Sheet~~Agreement. ~~Arrangement~~GLFI will be providing all funding for the project in consideration of certain financial privileges. GLST, LLC will now be formed to assist GLFI to further accomplish the funding for the project and participate in the financial privileges of the Pilot Cultivation Plan.

The ~~commencement~~material ofterms ~~the Chapter 11 Case described in Item 1.03 above may constitute an event~~ of ~~default~~Joint ~~that~~Venture ~~may~~Agreement ~~accelerate~~are ~~the~~as ~~Company’s obligations under outstanding promissory notes in the aggregate approximate principal amount of up to $5,000,000 (collectively, the “notes and all debt combined”).~~follows:

~~Any efforts~~1. toThe ~~enforce~~parties will form a Nevada limited liability company called GLST, LLC (the ~~payment~~“Joint ~~obligations~~Venture”), ~~under~~with GLFI owning 70% and STL owning 30% of the ~~Notes~~Joint Venture. 2. The initial managers of the Joint Venture are ~~automatically~~Mark ~~stayed~~Bradley, asJason aFrankovich ~~result~~and Richard Carson (the “Managers”). 3. For its 30% interest in the Joint Venture, STL shall make an initial investment in the amount of $600,000 upon the ~~filing~~completion of an initial budget for the ~~Chapter~~Joint ~~11 Case~~Venture and an additional investment of $600,000 within ninety (90) calendar days of the initial $600,000 investment. 4. STL shall have the right to sell to customers of its choice up to fifty (50%) percent of the inventory harvested and/or produced from the ~~creditors’~~Pilot ~~rights~~Cultivation Project at a price determined by the Managers and retain twenty (20%) percent of ~~enforcement~~the selling price as repayment for their initial $1.2 million investment until such time as the total amount retained is three times its investment into the Joint Venture (or $3.6 million). 5. After STL has received this three times its investment as outlined above, then each of STL and GLFI shall have the right to purchase up to ten (10%) percent of the inventory harvested and/or produced from the Pilot Cultivation Plan at a price 20% above the cost of production to be determined by the Managers and in ~~respect~~accordance with the Service Agreements (defined below). They may resell this to the customers of their choice and retain the ~~Notes~~proceeds. 6. The rights afforded to the Company, GLFI, STL and the Joint Venture are subject to the ~~applicable~~existing ~~provisions~~Services Agreements concerning the Pilot Cultivation Plan, which include the Cooperative Agreement and the Management Agreement. Within the confines of these Services Agreements, the ~~Bankruptcy Code~~Managers shall adopt the business plan of Joint Venture that shall take into account the payments that must be made under these agreements. 7. STL will have option to participate in co-funding the expansion of (a) a larger lab in the free zone and/or (b) the expansion in the industrial phase as outlined in the Service Agreements that will be around 400 to 500 acres. This option will be negotiated by the members of the Joint Venture in good faith based on the needs of the expansion project.

~~Item~~A copy 7of the Joint Venture Agreement is attached hereto as Exhibit 10.011 ~~Regulation~~and FDis ~~Disclosure~~incorporated herein by reference. The foregoing description of the Joint Venture Agreement is qualified in its entirety by reference to the full text of the Joint Venture Agreement.

OnSECTION ~~June~~8 ~~19 ,~~– ~~2020,~~Other ~~the Company issued a press release announcing the filing of the Chapter 11 Cases. The full text of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.~~Events

~~Cautionary Information~~Item ~~Regarding~~8.01 ~~Trading~~Other ~~in the Company’s Securities~~Events

~~The~~On ~~Company~~July ~~cautions~~30, ~~that~~2020, ~~trading~~we inissued ~~the~~a ~~Company’s~~press ~~securities~~release ~~during~~announcing the ~~pendency~~Joint ~~of the Chapter 11 Case is highly speculative and poses substantial risks~~Venture. ~~Trading~~A ~~prices~~copy ~~for~~of the ~~Company’s~~press ~~securities~~release ~~may~~is ~~bear~~attached ~~little~~as orExhibit ~~no relationship~~ 99.1 to ~~the~~this ~~actual recovery,~~Current ifReport ~~any,~~on byForm ~~the holders of the Company’s securities in the Chapter 11 Case~~8-K.

~~Forward~~The information in Item 8.01 of this Current Report on Form 8-~~Looking~~K (including Exhibit 99.1) shall not be deemed “filed” for ~~Statements~~purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

~~This~~Section ~~Current~~9 ~~Report~~– onFinancial Form 8-K contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, financial condition, results of operations, and liquidity. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “estimate,” or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding expectations about the timing and execution of the Company’s strategic transactions, and the operating expectations during the pendency of the Chapter 11 Case. Potential factors that could affect such forward-looking statements include, among others, risks and uncertainties relating to the Chapter 11 Case, including, but not limited to, the Company’s ability to obtain Bankruptcy Court approval of motions filed in the Chapter 11 Case, the effects of the Chapter 11 Case on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Case and the outcome of the Chapter 11 Case in general, the length of time the Company will operate under the Chapter 11 Case, risks associated with third-party motions in the Chapter 11 Case, uncertainty associated with evaluating and completing any strategic or financial alternative as well as the Company’s ability to implement and realize any anticipated benefits associated with any alternative that may be pursued, the consequences of the acceleration of the Company’s debt obligations, the trading price and volatility of the Company’s common stock and the risks related to trading on the OTC Pink Market. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Reported results should not be considered an indication of future performance. Except as required by law, the Company undertakes no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.Exhibits

~~The information in this~~ Item 79.01 ~~and in Exhibit 99~~.1 ~~shall~~Financial ~~not~~Statements beand deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. The filing of this Item 7.01 of this report shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Joint Venture Agreement, dated July 30, 2020
99.1		Green Leaf Farms International Signs Joint Venture Agreement with ST Biosciences for Its Project in Argentina

(d) Exhibits

99.1 Press Release, dated June 22, 2020

SIGNATURES

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.

	Players Network, Inc.
Dated: June 22, 2020	By:	/s/ Mark Bradley
Dated: August 17, 2020	By:	/s/ Mark Bradley
		Mark Bradley
		Chief Executive Officer

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