QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
                     TO THE 1934 ACT REPORTING REQUIREMENTS
                                 AMENDMENT NO. 1
                                   FORM 10-QSB
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

[ X ]            QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended     March 31, 2000
                                                ------------------

[   ]            TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                 EXCHANGE ACT

For the transition period from                           to
                               -------------------------   ---------------------
Commission file number     0-29363
                      ------------

                               The Players Network
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                   Nevada                                   880343702
--------------------------------------------------------------------------------
         (State or other jurisdiction of                  (IRS Employer
         incorporation or organization)                   Identification No.)

(Issuer's telephone number)                 (702) 895-8884
                             ---------------------------------------------------

                 Not Applicable
--------------------------------------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                               since last report)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
                                                --------------     -------------

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Section  12,  13,  or  15(d) of the  Exchange  Act  after  the
distribution of securities under a plan confirmed by a court.
                                            Yes                  No
                                                --------------     -------------


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:  8,287,555 shares of common
stock, par value $.001 per share as of March 31, 2000

         Transitional Small Business Disclosure Format (check one):
                                                             Yes [   ]  No [ X ]

<PAGE>



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview
--------

         The Company provides television programming and produces videos related
to  gaming  instruction  and  information  to hotel  casinos  in  Nevada,  Iowa,
Louisiana and Mississippi on a private cable channel known as "PLAYERS NETWORK".
The Company also has an independent working sound stage in Las Vegas on which it
produces videos. It also rents this facility to various production companies.

         The  Company  has  three  types of  revenues.  Network  revenue,  which
consists of subscription and licensing revenues, is recognized when subscription
agreements  are signed and equipment is installed.  The Company  recognizes  its
license  revenue  when the  "Affiliate  Agreement"  is signed and  equipment  is
installed in the hotel premise. All license fees are non-refundable. Advertising
revenue  is  recognized  when  advertisements  are aired.  Production  and other
revenues consist of video production, stage rentals and other production-related
revenues.  Video  production  revenue is  recognized  when video  production  is
completed  and accepted by the customer.  The stage rental and other  production
revenue is recognized when the stage rental period has expired.

         In June 1999, the Company decided to pursue opportunities  available on
the  internet.  Through  March  31,  2000,  the  Company  capitalized  web  site
development costs of approximately $222,975 which is net of amortization.

         The  web  site   "PlayersNetwork.com"   which  is  operational  and  is
continually being expanded and upgraded,  provides consumers with gaming "How to
Play" information in print form and video from the Company's existing library of
instructional gaming videos. Through  "PlayersNetwork.com"  the Company provides
visitors with gaming supplies at The Players General Store, a 900 item catalogue
of gaming items including "How to Play" books and tapes,  playing cards,  casino
quality gaming chips,  casino game table tops, and actual casino tables and slot
machines purchased off the floor of Las Vegas' casinos.

         The web site also provides  information  on almost every  casino/gaming
site  worldwide and "City Guides" to virtually  every location where casinos are
located.  In addition,  the site provides financial reports on casino and gaming
company stocks. Through  "PlayersNetwork.com" the Company provides travel, tour,
show ticket, and golf time reservation services.

         The Company is establishing itself as a 24-hour digital web broadcaster
featuring live and previously recorded content.

         The Company  had  accumulated  operating  deficits  of  $4,053,746  and
$2,973,168 as of March 31, 2000 and 1999, respectively. However, the Company had
stockholders'  equity of $1,510,244  and $504,651 as of March 31, 2000 and 1999,
respectively.




<PAGE>

         The Company expects operating losses and negative  operating cash flows
to continue  for a period for at least the next twelve  months.  It  anticipates
losses to continue  because it expects to incur  additional  costs and  expenses
related to brand development; marketing and other promotional activities; hiring
of management,  sales and other personnel;  the expansion of infrastructure  and
customer support services;  strategic  relationship  development;  and potential
acquisitions of related complementary businesses.

         The  Company  saves  a  significant   amount  of  cash  by  offering  a
combination of cash and common stock and/or stock options to vendors and outside
consultants for services and asset acquisitions. The Company issued $118,267 and
$71,610 in stock and options for this  purpose for the three  months ended March
31, 2000 and 1999, respectively.

         As part of the Company's  internet  e-commerce,  the Company expects to
enter into many barter arrangements.  For the three months ended March 31, 2000,
the Company recorded certain barter  transactions in accordance with EITF 99-17,
"Accounting   for   Advertising   Barter   Transactions",   which  consisted  of
approximately  $251,000 in barter revenue,  $52,000 in advertising expenses, and
$4,000 in travel expenses.

         Although the Company has experienced  revenue growth since implementing
its Internet e-commerce business, continued revenue growth may not be indicative
of future  operating  results and there can be no assurance that it will achieve
or maintain  profitability.  Due to these  factors,  the Company  believes  that
period-to-period  comparisons of its 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.

Liquidity and Capital Resources
-------------------------------

         The Company's  principal source of operating  capital has been provided
by private sales of the Company's common stock, stockholders loans and equipment
financing  arrangements,  as well as revenues from the operations.  At March 31,
2000,  the Company had  positive  working  capital of $27,184.  During the three
months ended March 31, 2000,  the Company  supplemented  its working  capital by
receiving cash of $308,953 from the private sale of 852,846 shares of its common
stock.

         The Company  anticipates  capital  expenditures in excess of $1,000,000
for its operations of PlayersNetwork.com,  web broadcasting activities and video
production during the next twelve months.  The Company believes that the current
cash  flow  generated  from  its  revenues  will not be  sufficient  to fund its
anticipated  operations.  The Company will require additional funding to finance
its  operations  through  private  sales and  public  debt or equity  offerings.
However,  there is no  assurance  that such  financing  can be  obtained  by the
Company.

         As the Company pursues its internet e-commerce strategy,  it expects to
increase the number of full time  employees.  In the fourth quarter of 1999, the
Company added three employees  raising the total to six. In the first quarter of
2000, two employees were hired raising the total to eight.

<PAGE>


         During the three  months  ended March 31,  2000,  an officer  converted
$160,397 of loans into 542,634  restricted  common shares  compared to the three
months ended March 31, 1999 where there was no conversion of loans.

Recent Events
-------------

         The Company  signed three  agreements  with hotels in December 1999 and
January 2000, which will increase monthly  subscription  revenues by $10,000 per
month.  The agreements also include  licensing fees of $48,000.  The Company did
not have any transactions related to these agreements for the period ended March
31, 2000.

         In January 2000, the Company signed an agreement with iTravel Marketing
and  YouTicket.com  which will enable the Company to fulfill  worldwide web site
room  reservations,  golf tee times and show  tickets.  iTravel  Marketing  also
provides  e-commerce  internet  solutions  and  software  and is  the  Company's
internet site programmer.

         In March 2000, the Company signed a video  production  agreement with a
major casino hotel chain for approximately $50,000 to be completed in the second
quarter of 2000.

         With existing subscription and video production agreements in hand, the
Company should experience nearly 100% revenue growth for the year 2000.

Results of Operations - Three Months Ended March 31, 2000 and 1999

         Revenues  increased 330% from $100,517 for the three months ended March
31,1999 to $431,711 for the three  months  ended March 31,  2000.  For the three
months ended March 31, 2000, the Company had $94,460 in Network Revenue, $48,745
in Advertising  Revenue and $288,506 in Production and Other Revenue compared to
$73,543  in  Network  Revenue,  $9,104 in  Advertising  Revenue  and  $17,870 in
Production  and Other  Revenue for the three months  ended March 31,  1999.  The
Company recorded  approximately  $251,000 in revenues from bartering  production
services and advertising spots in exchange for magazine advertising.

         Operating  Expenses  increased  115% from $150,457 for the three months
ended March  31,1999 to $323,731 for the three months ended March 31, 2000.  The
increase in operating expenses was due to increases in consulting  expenses from
$42,000 to $80,665; advertising expense from $1,008 to $52,638; payroll expenses
from  $43,537 to  $75,220;  and legal and  accounting  expenses  from  $4,253 to
$52,497 for the three months  ended March 31, 1999  compared to the three months
ended March 31, 2000, respectively.  Certain expenses,  primarily consulting and
production  costs,  were paid with  common  stock of $10,007 and $35,225 for the
three months ended March 31, 1999 and March 31, 2000, respectively.

         Stock-based  compensation  charged to  operations  was  $47,802 for the
three months ended March 31, 2000 compared to $48,750 for the three months ended
March 31, 1999. Stock-based compensation consists of warrants and options issued
to outside  service  providers in lieu of cash. For the three months ended March
31, 2000, the Company capitalized $35,240 in video production costs.


<PAGE>


         Depreciation and amortization  increased 35% from $56,448 for the three
months  ended  March 31, 1999 to $76,471  for the three  months  ended March 31,
2000.  This was due to a change in the estimated  useful life of the capitalized
video production costs from 10 years to 5.

         Interest expense  decreased 75% from $13,278 for the three months ended
March 31,  1999 to $3,299 for the three  months  ended March 31, 2000 due to the
conversion  of $473,090 of  shareholder  loans to common stock at various  times
from May 1999 to March 31, 2000.

New Accounting Pronouncement
----------------------------

         SFAS No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities,"  was issued in June 1998 and was  subsequently  amended by SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of
the  Effective  Date of FASB  Statement  No. 133".  SFAS No. 133  addresses  the
accounting for derivative instruments,  including certain derivative instruments
embedded  in  other  contracts,  and  hedging  activities.   Adoption  of  these
pronouncements is required for the period beginning on July 1, 2000. The Company
does not expect these pronouncements to have a material impact on the results of
its operations.

Inflation
---------

         In the opinion of management,  inflation has not had a material  effect
on the operations of the Company.

Risk Factors and Cautionary Statements
--------------------------------------

         Forward-looking  statements  in this  report are made  pursuant  to the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995.  The  Company  wishes to advise  readers  that  actual  results may differ
substantially from such forward-looking  statements.  Forward-looking statements
involve  risks and  uncertainties  that  could  cause  actual  results to differ
materially from those expressed in or implied by the statements,  including, but
not limited to, the  following:  the ability of the Company to meet its cash and
working  capital needs,  the ability of the Company to  successfully  market its
product,  and other risks detailed in the Company's periodic report filings with
the Securities and Exchange Commission.


<PAGE>

PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

         (A)  EXHIBITS

Exhibit Number    Title of Exhibit                                      Page No.
--------------    ----------------                                      --------

(2)(A)(1)         Articles of Incorporation of The Players Network(1)       N/A
(2)(A)(2)         Bylaws of The Players Network(1)                          N/A
(6)(A)(1)         Sublease Agreement between Players Network and Colella    N/A
                  Productions, Inc.(1)
(6)(B)(1)         Agreement (1)                                             N/A
16                Letter of James Scheifley (1)                             N/A
27                Financial Data Schedule                                   N/A

(1)  Incorporated  by  reference  to the  exhibits  filed with the  Registration
Statement on Form 10-SB, File No. 0-29363

         (B)  REPORTS ON FORM 8-K

                  None.




<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned,  thereunto
duly authorized.


                                          THE PLAYERS NETWORK


                                          By:      /s/      Mark Bradley
                                              --------------------------
                                          Its: Chief Executive Officer