UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



[X] QUARTERLY REPORT
UNDER SECTION 13 OR 15(d)

OF THE SECURITIES
EXCHANGE ACT OF 1934



For the quarterly
period ended March 31, 2005



[ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR

15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



Commission file number
333-84565



PLAYERS NETWORK


(Exact name of small
business issuer as specified in its charter)



|Nevada                                                           | 88-0343702                            
|---------------------------------------------------------------- | --------------------------------------
|(State or
		other jurisdiction of incorporation or organization) | (I.R.S.
		Employer Identification No.)



4620 Polaris Avenue

Las Vegas, Nevada
	89103


(Address of principal
executive offices)



(702) 895-8884


(Issuer's telephone
number)

Check mark whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 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 ____

The number of shares of Common Stock, $0.001 par value,
outstanding on March 31, 2005, was 15,570,892 shares.

Transitional Small Business Disclosure Format (check one):

Yes    
No X

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PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

Players Network
Balance Sheet

|                                                                                                                          | March 31, 2005
		(unaudited)
|------------------------------------------------------------------------------------------------------------------------- | ----------------------------
|Assets                                                                                                                    |                             
|                                                                                                                          |                             
|Current assets:                                                                                                           |                             
|Cash                                                                                                                      | $                           
|Accounts receivable, net                                                                                                  |                             
|Total current assets                                                                                                      |                             
|                                                                                                                          |                             
|Fixed assets, net                                                                                                         |                             
|                                                                                                                          |                             
|Total assets                                                                                                              | $                           
|                                                                                                                          |                             
|Liabilities and Stockholders'
		Equity                                                                                    |                             
|                                                                                                                          |                             
|Current liabilities:                                                                                                      |                             
|Accounts payable                                                                                                          | $                           
|Accrued compensation - related party                                                                                      |                             
|Total liabilities                                                                                                         |                             
|                                                                                                                          |                             
|Stockholders' equity                                                                                                      |                             
|Common stock, $.001 par value, 25,000,000 shares authorized, 15,570,892
		shares issued and outstanding at March 31, 2005 |                             
|Additional paid-in capital                                                                                                |                             
|Accumulated (deficit)                                                                                                     |                             
|                                                                                                                          |                             
|                                                                                                                          |                             
|                                                                                                                          | $                           



1

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Players Network
Statements of Operations
(unaudited)



|                                                                                 | Three months ended
|-------------------------------------------------------------------------------- | ------------------
|                                                                                 | March 31,         
|                                                                                 | 2005              
|Revenue                                                                          |                   
|Network                                                                          | $                 
|Advertising                                                                      |                   
|Production and other                                                             |                   
|Total revenue                                                                    |                   
|                                                                                 |                   
|Expenses:                                                                        |                   
|Cost of production                                                               |                   
|General and administrative expenses                                              |                   
|Depreciation and amortization                                                    |                   
|Total expense                                                                    |                   
|                                                                                 |                   
|Net operating (loss)                                                             |                   
|                                                                                 |                   
|Other (Expenses):                                                                |                   
|Interest expense                                                                 |                   
|                                                                                 |                   
|Net (loss)                                                                       | $                 
|                                                                                 |                   
|Weighted
		average number of common shares outstanding - basic and fully diluted |                   
|                                                                                 |                   
|Net (loss)
		per share - basic and fully diluted                                 | $                 

2

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Players Network
Statements of Cash Flows
(unaudited)

|                                                      | Three months ended
|----------------------------------------------------- | ------------------
|                                                      | March 31,         
|                                                      | 2005              
|Cash flows from operating
		activities                |                   
|Net (loss)                                            | $                 
|Depreciation                                          |                   
|Stock
		issued for services                           |                   
|Net change in unused barter
		credits                 |                   
|                                                      |                   
|Changes in:                                           |                   
|Accounts receivable                                   |                   
|Other current assets                                  |                   
|Accounts payable                                      |                   
|Accrued expenses                                      |                   
|Accrued expenses - related party                      |                   
|Deferred revenue                                      |                   
|Net cash
		(used) or provided by operating activities |                   
|                                                      |                   
|Cash
		flows from investing activities                |                   
|Assets acquired                                       |                   
|                                                      |                   
|Cash flows from financing
		activities                |                   
|Proceeds
		from common stock sales                    |                   
|                                                      |                   
|Net
		increase in cash                                |                   
|Cash - beginning                                      |                   
|Cash -
		ending                                       | $                 
|                                                      |                   
|Supplemental disclosures:                             |                   
|Interest paid                                         | $                 
|Income taxes paid                                     | $                 

3

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Players Network
Notes to Financial Statements

Note 1 - Basis of Presentation

The balance sheet of The Players Network (PNTV) as of March
31, 2005, and the related statements of operations and cash flows for the
three-month periods ended March 31, 2005 and 2004 have been prepared by PNTV
without audit. In the opinion of management, the accompanying financial
statements include all adjustments consisting of normal, recurring adjustments
necessary to summarize fairly PNTV's financial position and results of
operations. The results of operations for the current periods are not
necessarily indicative of the results of operations for the full year or any
other interim period. Notes to the financial statements which would
substantially duplicate the disclosure contained in the audited financial
statements for the most recent fiscal year ended December 31, 2004 as reported
in Form 10-KSB, have been omitted.

Note 2 - Stockholders equity

During the first quarter of 2005, PNTV sold 260,000 shares
for $65,000, issued 125,000 shares for services valued at $28,000, and issued
292,235 shares to its CEO and majority shareholder for accrued salary payable of
$56,448.

On April 20, 2005, PNTV agreed to purchase a database of
individual names and addresses for $3,000,000 payable in the form of a royalty
based on 50% of all net income generated as a direct result of the database.
Upon final payment of the initial purchase price, royalty payments will continue
to be paid at a rate of 20% of net income and shall continue in perpetuity. In
addition, the seller will be issued a warrant to purchase 100,000 shares of
PNTV's common stock exercisable at $0.30 per share for a period of 36 months
upon execution of the agreement.

On April 22, 2005, PNTV issued options to purchase 406,500
shares of its common stock at a weighted average exercise price of $0.29 per
share. The estimated value of the options, using the Black-Scholes pricing
model, is $7,600.

4

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FORWARD-LOOKING STATEMENTS

This document contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact are "forward-looking
statements" for purposes of federal and state securities laws, including, but
not limited to, any projections of earnings, revenue or other financial items;
any statements of the plans, strategies and objections of management for future
operations; any statements concerning proposed new services or developments; any
statements regarding future economic conditions or performance; any statements
or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words "may,"
"could," "estimate," "intend," "continue," "believe," "expect" or "anticipate"
or other similar words. These forward-looking statements present our estimates
and assumptions only as of the date of this report. Except for our ongoing
securities laws, we do not intend, and undertake no obligation, to update any
forward-looking statement.

Although we believe that the expectations reflected in any of
our forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as well as
any forward-looking statements, are subject to change and inherent risks and
uncertainties. The factors impacting these risks and uncertainties include, but
are not limited to:

- increased competitive pressures from existing competitors
	and new entrants;
- increases in interest rates or our cost of borrowing or a
	default under any material debt agreements;
- deterioration in general or regional economic conditions;
- adverse state or federal legislation or regulation that
	increases the costs of compliance, or adverse findings by a regulator with
	respect to existing operations;
- loss of customers or sales weakness;
- inability to achieve future sales levels or other
	operating results;
- the unavailability of funds for capital expenditures; and
- operational inefficiencies in distribution or other
	systems.

For a detailed description of these and other factors that
could cause actual results to differ materially from those expressed in any
forward-looking statement, please see "Factors That May Affect Our Results of
Operation" in this document and in our Annual Report on Form 10-KSB for the year
ended December 31, 2004.

5

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Item 2. Management's Discussion and Analysis of Financial Condition and
results of Operations.

This report contains forward-looking statements. Actual results and events
could differ materially from those projected, anticipated, or implicit, in the
forward-looking statements as a result of the risk factors set forth below and
elsewhere in this report.

With the exception of historical matters, the matters discussed herein are
forward-looking statements that involve risks and uncertainties. Forward-looking
statements include, but are not limited to, statements concerning anticipated
trends in revenues and net income, projections concerning operations and
available cash flow. Our actual results could differ materially from the results
discussed in such forward-looking statements. The following discussion of our
financial condition and results of operations should be read in conjunction with
our financial statements and the related notes thereto appearing elsewhere
herein.

Critical Accounting Policies

The preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions. While there are a number of significant accounting policies
affecting our consolidated financial statements; we believe the following
critical accounting policies involve the most complex, difficult and subjective
estimates and judgments:

Stock-Based Compensation

In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based
Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows.
Generally, the approach in SFAS No. 123(R) is similar to the approach described
in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
income statement based on their fair values. Pro forma disclosure is no longer
an alternative. The new standard will be effective for the Company in the first
interim or annual reporting period beginning after December 15, 2005. The
Company expects the adoption of this standard will have a material impact on its
financial statements assuming employee stock options are granted in the future.

6

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Revenue Recognition

For revenue from product sales, the Company recognizes revenue in accordance
with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 requires that four basic criteria must be met
before revenue can be recognized: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred; (3) the selling price is fixed and
determinable; and (4) collectibility is reasonably assured. Determination of
criteria (3) and (4) are based on management's judgments regarding the fixed
nature of the selling prices of the products delivered and the collectibility of
those amounts. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same
period the related sales are recorded. The Company defers any revenue for which
the product has not been delivered or is subject to refund until such time that
the Company and the customer jointly determine that the product has been
delivered or no refund will be required.

Overview

We were originally incorporated in the State of Nevada in March of 1993 under
the name Players Network. We produce television programming and videos related
to gaming instruction and information for hotel casinos on a private cable
channel known as "PLAYERS NETWORK." We also are a 24-hour digital web
broadcaster featuring live and previously recorded content. We are evolving from
a subscription-based model to a traditional advertising based model and are
currently available on "Dish Network". We have also began marketing our content
on compact discs and VHS tapes to mass merchandisers such as Target and Walgreen
Drug stores.

At March 31, 2005, we had an accumulated operating deficit of approximately
$7,788,899, assets of $156,883 and $226,738 in liabilities, resulting in a
stockholders' equity of $62,251.

We expect operating losses and negative operating cash flows to continue for
at least the next twelve months, because of expected additional costs and
expenses related to brand development; marketing and other promotional
activities; strategic relationship development; and potential acquisitions of
related complementary businesses.

Results of Operations

The following overview provides a summary of key information concerning our
financial results for the three months ended March 31, 2005 and 2004.

|                                | 2005   | 2004     |   |          
|------------------------------- | ------ | -------- | - | ---------
|                                | Amount | Amount   | $ | %        
|Revenue                         | $      | 80,966   | $ | 52,667   
|                                |        |          |   |          
|Expenses:                       |        |          |   |          
|Cost of production              |        | 20,822   |   | 20,746   
|General and administrative      |        | 138,009  |   | 175,399  
|Depreciation and
		amortization |        | 12,701   |   | 77,932   
|Total expenses                  |        | 171,533  |   | 274,077  
|                                |        |          |   |          
|Net (loss) from operations      |        | (90,567) |   | (221,410)
|                                |        |          |   |          
|Other (expenses):               |        |          |   |          
|Interest                        |        | (576)    |   | (1,457)  
|                                |        |          |   |          
|Net (loss)                      | $      | (91,143) | $ | (222,867)

7

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First Quarter Ended March 31, 2005 Compared to First Quarter Ended March 31,
2004

Revenue:Total revenue for 2005 and 2004 was $80,966 and $52,667,
resulting in an increase in revenue of $28,299 or 35%. The increase in revenues
is attributable to the advertising based content marketed during the first
quarter of 2005.

Expenses:

Cost of production for 2005 and 2004 was $20,822 and 20,746,
respectively, for an increase of $76. We did not see a significant increase in
production costs during the 1st quarter of 2005 despite the increased
revenue, due to strategic efforts focused on marketing stock content verses
production of new content.

General and administrative expensesfor 2005 and 2004 was, $138,009
and $175,399, respectively, creating a decrease in the amount of $37,390. The
decrease is attributable to efforts being targeted towards new marketing verses
production which requires a greater amount of overhead.

Depreciation and amortizationfor 2005 and 2004 was $12,701 and
$77,932 which represented a decrease of $$65,231 or 84%. The decrease was a
result of an impairment of long-lived assets at year-end.

Net (Loss): Our net loss for 2005 and 2004 was $91,143 and
$222,867, respectively, for a decreased loss of $131,724 or 60%.

Liquidity and Capital Resources at March 31, 2005.

Our principal source of operating capital has been provided revenues from the
operations, private sales of our common stock and stockholder loans. At March
31, 2005, we had a negative working capital position of approximately $94,632,
of which $16,500 are amounts due to our CEO and significant stockholder through
accrued compensation.

Although we experienced revenue growth in fiscal 2005 (35%), this may not be
indicative of future operating results and there can be no assurance that we
will achieve or maintain profitability. Due to these factors, we believe that
period-to-period comparisons of our results of operations are not necessarily a
good indication of future performance. The results of operations in some future
periods may be below the expectations of analysts and investors.

8

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Cash Flows. Since inception, we have financed cash flow requirements
through debt financing and the issuance of common stock for cash and services.
As we expand operational activities, we may continue to experience net negative
cash flows from operations, pending receipt of sales or development fees, and
will be required to obtain additional financing to fund operations through
common stock offerings and debt borrowings to the extent necessary to provide
working capital.

Satisfaction of our cash obligations for the next 12 months.

A critical component of our operating plan impacting our continued existence
is to efficiently manage our operations while controlling costs, our ability to
obtain additional capital through equity and/or debt financing, and expansion of
our services into additional hotels and casinos. In the event we experience any
significant problems with our operations or cannot obtain the necessary capital
to pursue our operating plan, we may have to significantly curtail our
operations. This would materially impact our ability to continue operations.

Over the next twelve months we believe that existing capital combined with
cash flow from operations will be sufficient to sustain operations as they
currently exist, however, any growth or expansion will need to be coupled with a
significant capital infusion from either debt or equity financing.

We anticipate incurring operating losses over the next twelve months. Our
operating history makes predictions of future operating results difficult to
ascertain. Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in our industry. Such risks
include, but are not limited to, an evolving and unpredictable business model
and the management of growth. To address these risks we must, among other
things, implement and successfully execute our business and marketing strategy,
continue to develop and upgrade technology and products, respond to competitive
developments, and attract, retain and motivate qualified personnel. There can be
no assurance that we will be successful in addressing such risks, and the
failure to do so can have a material adverse effect on our business prospects,
financial condition and results of operations.

Summary of product and research and development that we will perform for the
term of our plan.

We anticipate capital expenditures in excess of $200,000 to expand our
operations during the next twelve months. We believe that the current cash flows
generated from revenues will not be sufficient to fund our anticipated expansion
of operations. We may require additional funding to finance our operations
through private sales and public debt or equity offerings. However, there is no
assurance that we can obtain such financing.

9

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Significant changes in the number of employees.

We currently have four full time employees and two part time employees as
well as eight contract personnel that support and operate our field operations.
As our operating activities increase, we may need to hire additional technical,
operational and administrative personnel as appropriate. None of our employees
are subject to any collective bargaining agreements; however, we have entered
into an employment agreement with Mark Bradley. We intend to use the services of
independent consultants and contractors to perform various professional services
when and as they are deemed necessary. We believe that the use of third-party
service providers may enhance our ability to contain general and administrative
expenses.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results or operations, liquidity,
capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

Our discussion of financial condition and results of operations is based upon
the information reported in our financial statements. The preparation of these
statements requires us to make assumptions and estimates that affect the
reported amounts of assets, liabilities, revenues and expenses as well as the
disclosure of contingent assets and liabilities at the date of our financial
statements. We base our assumptions and estimates on historical experience and
other sources that we believe to be reasonable at the time. Actual results may
vary from our estimates due to changes in circumstances, weather, politics,
global economics, mechanical problems, general business conditions and other
factors. Our significant accounting policies are detailed in Note 1 to our
financial statements included in this Quarterly Report. We have outlined below
certain of these policies as being of particular importance to the portrayal of
our financial position and results of operations and which require the
application of significant judgment by our management.

Revenue recognition: Network revenue consists of monthly network
broadcast subscription revenue, which is recognized as the service is performed.
Broadcast television advertising revenue is recognized when advertisements are
aired. Video production revenue is recognized as digital video film is completed
and accepted by the customer. Stage rentals are recognized during the rental
period.

Impairment of long-lived assets: Long-lived assets held and used by PNTV
are reviewed for possible impairment whenever events or circumstances indicate
the carrying amount of an asset may not be recoverable or is impaired.
Recoverability is assessed using undiscounted cash flows based upon historical
results and current projections of earnings before interest and taxes.
Impairment is measured using discounted cash flows of future operating results
based upon a rate that corresponds to the cost of capital. Impairments are
recognized in operating results to the extent that carrying value exceeds
discounted cash flows of future operations. No impairment was recorded during
the three months ended March 31, 2005.

10

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Income taxes: PNTV applies recognizes deferred tax assets and liabilities
based on differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. PNTV provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.

Recent pronouncements: In December 2004, the FASB issued SFAS No. 123
(revised 2004). Share-Based Payment, which is a revision of SFAS No. 123,
Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion
No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95,
Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar
to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. The new standard will be effective for
PNTV in the first interim or annual reporting period beginning after December
15, 2005. PNTV expects the adoption of this standard will have a material impact
on its financial statements assuming employee stock options are granted in the
future.

FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATION

At this stage of our business operations, even with our good faith efforts,
potential investors have a possibility of losing their investment.

Because the nature of our business is expected to change as a result of
shifts as a result of market conditions, competition, and the development of new
and improved technology, management forecasts are not necessarily indicative of
future operations and should not be relied upon as an indication of future
performance.

While Management believes its estimates of projected occurrences and events
are within the timetable of its business plan, our actual results may differ
substantially from those that are currently anticipated.

We may need additional capital in the future to finance our planned growth,
which we may not be able to raise or it may only be available on terms
unfavorable to us or our stockholders, which may result in our inability to fund
our working capital requirements and harm our operational results.

We have and expect to continue to have substantial capital expenditure and
working capital needs. We believe that current cash on hand, anticipated
revenues from operations and the other sources of liquidity are only sufficient
enough to fund our operations through fiscal 2005. After that time we will need
to rely on cash flow from operations or raise additional cash to fund our
operations and implement our growth strategy, or to respond to competitive
pressures and/or perceived opportunities, such as investment, acquisition,
production and development activities.

11

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If operating difficulties or other factors, many of which are beyond our
control, cause our revenues or cash flows from operations to decrease, we may be
limited in our ability to spend the capital necessary to enhance our operations.
If our resources or cash flows do not satisfy our operational needs, we will
require additional financing, in addition to anticipated cash generated from our
operations, to fund our planned growth. Additional financing might not be
available on terms favorable to us, or at all. If adequate funds were not
available or were not available on acceptable terms, our ability to fund our
operations, take advantage of unanticipated opportunities, develop or enhance
our business or otherwise respond to competitive pressures would be
significantly limited. In such a capital restricted situation, we may maintain a
status quo operational position and curtail any expansion plans.

If we raise additional funds through the issuance of equity or convertible
debt securities, the percentage ownership of our stockholders would be reduced,
and these newly issued securities might have rights, preferences or privileges
senior to those of existing stockholders.

Because our common stock is deemed a low-priced "Penny" stock, an investment
in our common stock should be considered high risk and subject to marketability
restrictions.

Since our common stock is a penny stock, as defined in Rule 3a51-1 under the
Securities Exchange Act, it will be more difficult for investors to liquidate
their investment even if and when a market develops for the common stock. Until
the trading price of the common stock rises above $5.00 per share, if ever,
trading in the common stock is subject to the penny stock rules of the
Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules
require broker-dealers, before effecting transactions in any penny stock, to:

- Deliver to the customer, and obtain a written receipt for, a disclosure
	document;
- Disclose certain price information about the stock;
- Disclose the amount of compensation received by the broker-dealer or any
	associated person of the broker-dealer;
- Send monthly statements to customers with market and price information
	about the penny stock; and
- In some circumstances, approve the purchaser's account under certain
	standards and deliver written statements to the customer with information
	specified in the rules.

Consequently, the penny stock rules may restrict the ability or willingness
of broker-dealers to sell the common stock and may affect the ability of holders
to sell their common stock in the secondary market and the price at which such
holders can sell any such securities. These additional procedures could also
limit our ability to raise additional capital in the future.

Competition in our industry is intense. We are very small and have an
extremely limited operating history as compared to the vast majority of our
competitors, and we may not be able to compete effectively.

We intend to compete with major and independent providers of content to the
hotel and casino industries. The majority of our anticipated competitors have
substantially greater financial and other resources than we do. In addition,
larger competitors may be able to absorb the burden of any changes in federal,
state and local laws and regulations more easily than we can, which would
adversely affect our competitive position. These competitors may be able to pay
more for technology upgrades and marketing. In addition, some of our competitors
have been operating in our core areas for a much longer time than we have and
have demonstrated the ability to operate through industry cycles.

12

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We are highly dependent on Mark Bradley, our CEO. The loss of Mr. Bradley,
whose knowledge, leadership and technical expertise upon which we rely, would
harm our ability to execute our business plan.

Our success depends heavily upon the continued contributions of Mark Bradley,
whose knowledge, leadership and technical expertise would be difficult to
replace, and on our ability to retain and attract experienced other technical
and professional staff. We have entered into an employment agreement with Mr.
Bradley; however, maintain no key person insurance on Mr. Bradley. If we were to
lose his services, our ability to execute our business plan would be harmed and
we may be forced to substantially decrease operations until such time as we
could hire a suitable replacement for Mr. Bradley.

ITEM 3. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. As of the end of the period covered
by this report, our Chief Executive Officer / Principal Accounting Officer
evaluated the effectiveness of our disclosure controls and procedures. Based on
the evaluation, which disclosed no significant deficiencies or material
weaknesses and our Chief Executive Officer / Principal Accounting Officer
concluded that our disclosure controls and procedures are effective. Our prior
Chief Financial Officer resigned last fall and we still have not replaced him.
We are working on the problem. There were no changes in our internal control
over financial reporting that occurred during our most recent fiscal quarter
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Players Network may become involved in various routine legal proceedings
incidental to its business. However, to Players Network's knowledge as of the
date of this report, there are no material pending legal proceedings to which
Players Network is a party or to which any of its property is subject.

ITEM 2. CHANGES IN SECURITIES

On January 10, 2005, we converted accrued salary payable to Mark Bradley, our
CEO, in an amount of $53,447 into 292,235 shares of our common stock. We believe
that the issuance of the shares was exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 by virtue of Section 4(2).
Mr. Bradley, because of his position with our company, was deemed to be an
accredited investor, as such term is defined in rule 501(a) of Regulation D
promulgated under the Securities Act of 1933. The shares were issued directly by
us and did not involve a public offering or general solicitation. There were no
commissions paid on the issuance of the shares.

13

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On January 15, 2005, we issued 265,000 shares of our common stock to
individuals for cash in the amount $65,000. We believe that the issuance and
sale of the shares was exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 by virtue of Section 4(2) and/or
Regulation D. The shares were issued directly by us and did not involve a public
offering or general solicitation. The recipients of the shares were afforded an
opportunity for effective access to files and records of our company that
contained the relevant information needed to make their investment decision,
including our financial statements and 34 Act reports. We reasonably believed
that the recipients, immediately prior to issuing the shares, had such knowledge
and experience in our financial and business matters that they were capable of
evaluating the merits and risks of their investment. The recipients had the
opportunity to speak with our management on several occasions prior to their
investment decision. There were no commissions paid on the issuance and sale of
the shares.

In January 2005, we sold 200,000 shares of stock for $50,000. We believe that
the issuance and sale of the shares was exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933 by virtue of
Section 4(2) and/or Regulation D. The shares were issued directly by us and did
not involve a public offering or general solicitation. The recipients of the
shares were afforded an opportunity for effective access to files and records of
our company that contained the relevant information needed to make their
investment decision, including our financial statements and 34 Act reports. We
reasonably believed that the recipients, immediately prior to issuing the
shares, had such knowledge and experience in our financial and business matters
that they were capable of evaluating the merits and risks of their investment.
The recipients had the opportunity to speak with our management on several
occasions prior to their investment decision. There were no commissions paid on
the issuance and sale of the shares.

Subsequent Issuances.

On April 20, 2005, we agreed to issue a warrant to purchase 100,000 shares of
our common stock, exercisable at $0.30 per share for a period of 36 months, in
connection with a purchase of certain assets. We believe that the issuance of
the warrant will be exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 by virtue of Section 4(2).

On April 22, 2005, we granted options to purchase 406,500 shares of our
common stock at a weighted average exercise price of $0.29 per share. We believe
that the grant of the options were exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 by virtue of Section 4(2).

14

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PNTV did not submit any matter to a vote of its stockholders during the
fourth quarter of fiscal 2004.

ITEM 5. OTHER INFORMATION

NONE.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

The following exhibits are filed with this Quarterly Report:

|Exhibit Number | Title of Exhibit                          
|-------------- | ------------------------------------------
|31.1           | Sarbanes Oxley Section 302
		Certification
|32.1           | Sarbanes Oxley Section 906
		Certification

(b) Reports on Form 8-K.

NONE.

15

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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, thereunto duly authorized.

THE PLAYERS NETWORK

(Registrant)





By: /s/ Mark Bradley

Mark
Bradley, Chief Executive Officer

(On behalf
of the registrant and as

principal
accounting officer)



Date: May 23, 2005