**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**FORM
      10-Q**





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


for
      the quarterly period ended March 31, 2008





oTRANSITION
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


for
      the transition period from ______to _________.





Commission
      file number: 000-29363





**PLAYERS
      NETWORK**


(Exact
      name of registrant as specified in its charter)





Nevada
            
            88-0343702(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (IRS
                Employer
              Identification
                No.)





4260
                Polaris Avenue
              Las
                Vegas, Nevada 89103
            
            (702)
                895-8884(Address
                of principal executive offices)
            
            (Issuer’s
                telephone number)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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 ý Noམ





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of "large accelerated filer," "accelerated filer" and "smaller
      reporting company" in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer o
              
              Accelerated filer oNon-accelerated filer o
              
              Smaller reporting company x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes  o No x





The
      number of shares outstanding of the Registrant’s Common Stock on May 15, 2008
      was 29,862,069.











**PLAYERS
      NETWORK**


**FORM
      10-Q**


**Quarterly
      Period Ended March 31, 2008**


Page




**INDEX**


SPECIAL NOTE REGARDING
              FORWARD-LOOKING STATEMENTS
            3PART I. FINANCIAL
              INFORMATION
            4Item
                1.
            Financial
                Statements
            4Condensed
                Balance Sheets as of March 31, 2008 and December 31, 2007
            4Condensed Statements
                of Operations for Three Months ended March 31, 2008 and
                2007
            5Condensed
                Statements of Cash Flows for the Three Months ended March 31, 2008
                and
                2007
            6Notes
                to the Condensed Financial Statements
            7Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            14Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk.
            17Item
                4T.
            Controls
                and Procedures
            17PART
                  II. OTHER INFORMATION
            18Item
                1.
            Legal
                Proceedings
            18Item
                1A.
            Risk
                Factors
            18Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            18Item
                3.
            Defaults
                Upon Senior Securities
            18Item
                4.
            Submission
                of Matters to a Vote of Security Holders.
            18Item
                5.
            Other
                Information
            18Item
                6.
            Exhibits
            18SIGNATURES
            
            19




2





**SPECIAL
      NOTE REGARDING FORWARD—LOOKING STATEMENTS**




On
      one or more occasions, we may make forward-looking statements in this Quarterly
      Report on Form 10-Q regarding our assumptions, projections, expectations,
      targets, intentions or beliefs about future events. Words or phrases such as
      “anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,”
“intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,”
“will continue” or similar expressions identify forward-looking statements.
      Readers are cautioned that these forward-looking statements are only predictions
      and are subject to risks, uncertainties, and assumptions that are difficult
      to
      predict, including those identified below, under “ *Part
      II — Other Information, Item 1A. Risk Factors* ”
      and elsewhere herein. Therefore, actual results may differ materially and
      adversely from those expressed in any forward-looking statements. We undertake
      no obligation to publicly update or revise any forward-looking statements,
      whether as a result of new information, future events or otherwise. However,
      your attention is directed to any further disclosures made on related subjects
      in our subsequent annual and periodic reports filed with the Securities and
      Exchange Commission on Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule
      14A.




Unless
      the context requires otherwise, references to “we,” “us,” “our,” the “Company”
and “the Company” refer specifically to Players Network and our
      subsidiaries.




3




**PART
      I - FINANCIAL INFORMATION**





**Item
      1 - Financial Statements**


**PLAYERS
      NETWORK**


**CONDENSED
      BALANCE SHEETS**




March
                  31,
              
              
              December
                  31,2008
              
              
              2007(Unaudited)
              
              
              (Audited)**Assets**Current
                  assets:Cash
              
              $
              43,008
              
              $
              69,959Accounts
                  receivable, net of allowance for doubtful acccountsof
                  $32,947 at March 31, 2008 and December 31, 2007
              
              
              16,319
              
              
              17,852Prepaid
                  expenses
              
              
              230
              
              
              11,839Total
                  current assets
              
              
              59,557
              
              
              99,650Fixed
                  assets, net of accumulated depreciation of $17,213 and$15,534
                  at March 31, 2008 and December 31, 2007, respectively
              
              
              3,614
              
              
              5,294$
              63,171
              
              $
              104,944**Liabilities
                  and Stockholders' Equity**Current
                  liabilities:Deferred
                  revenues
              
              $
              16,667
              
              $
              33,333Accounts
                  payable
              
              
              295,029
              
              
              341,675Accrued
                  expenses
              
              
              339,251
              
              
              303,173Current
                  maturities of long term debt
              
              
              5,000
              
              
              5,000Total
                  current liabilities
              
              
              655,947
              
              
              683,181Long
                  term debt, net of discount of $70,913 and $84,705 atMarch
                  31, 2008 and December 31, 2007, respectively
              
              
              359,087
              
              
              345,295Stockholders'
                  (deficit):Preferred
                  stock, $0.001 par value, 2,000,000 sharesauthorized;
                  800,000 shares issued and outstanding
              
              
              800
              
              
              800Common
                  stock, $0.001 par value, 150,000,000 sharesauthorized;
                  29,862,069 shares issued and outstanding
              
              
              29,862
              
              
              29,267Additional
                  paid-in capital
              
              
              14,397,404
              
              
              14,165,616Accumulated
                  (deficit)
              
              
              (15,379,929
              )
              
              (15,119,215
              )(951,863
              )
              
              (923,532
              )$
              63,171
              
              $
              104,944






*The
      accompanying notes are an integral part of the financial
      statements*




4




**PLAYERS
      NETWORK**


**CONDENSED
      STATEMENTS OF OPERATIONS**


**(Unaudited)**




For
                    the Three Months Ended
                  March
                    31,2008
              
              
              2007RevenueNetwork
              
              $
              17,385
              
              $
              17,405Production
                  and other
              
              
              106,012
              
              
              69,160Total
                  revenue
              
              
              123,397
              
              
              86,565Expenses:Direct
                  operating costs
              
              
              40,201
              
              
              33,266General
                  and administrative
              
              
              119,723
              
              
              105,115Officer
                  salaries and wages
              
              
              121,996
              
              
              136,642Salaries
                  and wages
              
              
              24,312
              
              
              18,554Consulting
                  services
              
              
              97,068
              
              
              127,166Consulting
                  services, related party
              
              
              26,289
              
              
              32,400Rent
              
              
              18,749
              
              
              12,652Depreciation
                  and amortization
              
              
              1,680
              
              
              13,632Total
                  operating expenses
              
              
              450,018
              
              
              479,427Net
                  operating (loss)
              
              
              (326,621
              )
              
              (392,862
              )Other
                  income (expense):Interest
                  expense
              
              
              (7,007
              )
              
              (9,105
              )Gain
                  on debt settlement
              
              
              86,706
              
              
              -Financing
                  costs
              
              
              (13,792
              )
              
              (13,792
              )Total
                  other income (expenses)
              
              
              65,907
              
              
              (22,897
              )Net
                  (loss)
              
              $
              (260,714
              )
              $
              (415,759
              )Weighted
                  average number of commonshares
                  outstanding - basic and fully diluted
              
              
              29,559,783
              
              
              23,583,899Net
                  (loss) per share - basic & fully diluted
              
              $
              (0.01
              )
              $
              (0.02
              )




*The
      accompanying notes are an integral part of the financial
      statements*


5


**PLAYERS
      NETWORK**





**CONDENSED
      STATEMENTS OF CASH FLOWS**


**(Unaudited)**


For
                    the three months ended
                  March
                    31,2008
              
              
              2007**Cash
                  flows from operating activities**Net
                  (loss)
              
              $
              (260,714
              )
              $
              (415,759
              )Adjustments
                  to reconcile net (loss) tonet
                  cash (used in) operating activities:Gain
                  on debt settlements
              
              
              (86,706
              )
              
              -Depreciation
                  and amortization expense
              
              
              1,680
              
              
              13,632Stock
                  issued for services
              
              
              33,950
              
              
              141,536Stock
                  issued for services, related party
              
              
              40,800
              
              
              107,400Options
                  issued for services
              
              
              90,148
              
              
              -Options
                  issued for services, related party
              
              
              67,485
              
              
              61,642Amortization
                  of warrants
              
              
              -
              
              
              54,179Amortization
                  of beneficial conversion feature
              
              
              13,792
              
              
              13,792Decrease
                  (increase) in assets:Accounts
                  receivable
              
              
              1,533
              
              
              (3,400
              )Prepaid
                  expenses
              
              
              11,609
              
              
              1,865Increase
                  (decrease) in liabilities:Checks
                  drawn in excess of available funds
              
              
              -
              
              
              2,400Deferred
                  revenues
              
              
              (16,666
              )
              
              -Accounts
                  payable
              
              
              40,060
              
              
              (11,751
              )Accrued
                  expenses
              
              
              36,078
              
              
              17,957Net
                  cash (used in) operating activities
              
              
              (26,951
              )
              
              (16,507
              )Net
                  increase in cash
              
              
              (26,951
              )
              
              (16,507
              )Cash
                  - beginning
              
              
              69,959
              
              
              16,507Cash
                  - ending
              
              $
              43,008
              
              $
              -Supplemental
                  disclosures:Interest
                  paid
              
              $
              -
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -Non-cash
                  transactions:Stock
                  issued for services
              
              $
              33,950
              
              $
              141,536Stock
                  issued for services, related party
              
              $
              40,800
              
              $
              107,400Stock
                  options issued for services
              
              $
              90,148
              
              $
              -Stock
                  options issued for services, related party
              
              $
              67,485
              
              $
              61,642




*The
      accompanying notes are an integral part of the financial
      statements*




6




**PLAYERS
      NETWORK**





**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(Unaudited)**


**Note
      1 - Basis of Presentation**




The
      interim condensed financial statements included herein, presented in accordance
      with United States generally accepted accounting principles and stated in US
      dollars, have been prepared by the Company, without audit, pursuant to the
      rules
      and regulations of the Securities and Exchange Commission. Certain information
      and footnote disclosures normally included in financial statements prepared
      in
      accordance with generally accepted accounting principles have been condensed
      or
      omitted pursuant to such rules and regulations, although the Company believes
      that the disclosures are adequate to make the information presented not
      misleading.




These
      statements reflect all adjustments, consisting of normal recurring adjustments,
      which, in the opinion of management, are necessary for fair presentation of
      the
      information contained therein. It is suggested that these interim condensed
      financial statements be read in conjunction with the financial statements of
      the
      Company for the year ended December 31, 2007 and notes thereto included in
      the
      Company's 10-KSB annual report. The Company follows the same accounting policies
      in the preparation of interim reports.




Reclassifications




Certain
      amounts in the prior periods presented have been reclassified to conform to
      the
      current period financial statement presentation.




Results
      of operations for the interim periods are not indicative of annual results.




**Note
      2 - Going concern**




As
      shown
      in the accompanying condensed financial statements, the Company has incurred
      recurring losses from operations resulting in an accumulated deficit of
      ($15,379,929), and as of March 31, 2008, the Company’s current liabilities
      exceeded its current assets by $596,390 and its total liabilities exceeded
      its
      total assets by $951,863. These factors raise substantial doubt about the
      Company’s ability to continue as a going concern. Management is actively
      pursuing new ventures to increase revenues. In addition, the Company is
      currently seeking additional sources of capital to fund short term operations.
      Management believes these factors will contribute toward achieving
      profitability. The accompanying financial statements do not include any
      adjustments that might be necessary if the Company is unable to continue as
      a
      going concern.




7




**Note
      3 - Long Term Debt**




Long-term
      debt consists of the following at March 31, 2008 and December 31, 2007,
      respectively:




*2008*
            *2007*5%
                unsecured convertible debentures, due in September 2009, convertible
                into
                333,333 shares of common stock at any time prior to maturity based
                on a
                conversion price of $0.15 per share. Accrued interest is convertible
                as
                well at a conversion price of $0.15 per share.
            $
                50,000
            $
                50,0005%
                unsecured convertible debentures, due in August 2009, convertible
                into
                400,000 shares of common stock at any time prior to maturity based
                on a
                conversion price of $0.15 per share. Accrued interest is convertible
                as
                well at a conversion price of $0.15 per share.
            60,000
            60,0005%
                unsecured convertible debentures, due in June 2009, convertible into
                200,000 shares of common stock at any time prior to maturity based
                on a
                conversion price of $0.15 per share. Accrued interest is convertible
                as
                well at a conversion price of $0.15 per share.
            30,000
            30,0005%
                unsecured convertible debentures, due in June 2009, convertible into
                100,000 shares of common stock at any time prior to maturity based
                on a
                conversion price of $0.15 per share. Accrued interest is convertible
                as
                well at a conversion price of $0.15 per share.
            15,000
            15,0005%
                unsecured convertible debentures, due in May 2009, convertible into
                166,667 shares of common stock at any time prior to maturity based
                on a
                conversion price of $0.15 per share. Accrued interest is convertible
                as
                well at a conversion price of $0.15 per share.
            25,000
            25,0005%
                unsecured convertible debentures, due in March 2009, convertible
                into
                571,429 shares of common stock at any time prior to maturity based
                on a
                conversion price of $0.35 per share. Accrued interest is convertible
                as
                well at a conversion price of $0.35 per share.
            200,000
            200,0005%
                unsecured convertible debentures, due in February 2009, convertible
                into
                71,429 shares of common stock at any time prior to maturity based
                on a
                conversion price of $0.35 per share. Accrued interest is convertible
                as
                well at a conversion price of $0.35 per share.
            25,000
            25,0005%
                unsecured convertible debentures, due in February 2009, convertible
                into
                71,429 shares of common stock at any time prior to maturity based
                on a
                conversion price of $0.35 per share. Accrued interest is convertible
                as
                well at a conversion price of $0.35 per share.
            25,000
            25,000Unsecured
                demand note due to a former Officer of the Company. The non interest
                bearing debt is expected to be repaid in the near term.
            5,000
            5,000Total
                debt
            435,000
            435,000Less:
                current portion
            5,000
            5,000Long-term
                debt, less current portion
            430,000
            430,000Less:
                discount on beneficial conversion feature
            70,913
            84,705Long-term
                debt, less discount on beneficial conversion feature
            $
                359,087
            $
                345,295




8




Future
      maturities of long-term debt are as follows as of March 31, 2008:




2008
            
            $
            5,0002009
            
            
            430,0002010
            
            
            -2011
            
            
            -Thereafter
            
            
            -$
            435,000




Accrued
      interest on the above convertible notes totaled $41,004 and $35,644 at March
      31,
      2008 and December 31, 2007, respectively. As of March 31, 2008 principal and
      interest on the notes payable are convertible into 2,088,651 shares of common
      stock.




Interest
      expense totaled $7,007 and $9,105 for the three months ended March 31, 2008
      and
      2007, respectively, of which $1,647 and $3,371, respectively was incurred from
      credit card finance charges and accounts payable finance charges.




The
      Company has recorded a beneficial conversion feature of $167,952 in connection
      with the convertible debentures. The resulting discount is being amortized
      over
      the term of the debt instruments. Amortization of the beneficial conversion
      feature was $13,792 for the three months ended March 31, 2008 and 2007. This
      amount has been included in financing costs expense for the three months ended,
      March 31, 2008 and 2007. A beneficial conversion feature is recorded as a
      discount on the notes payable in the amount of $70,913 and $84,705 as of March
      31, 2008 and December 31, 2007, respectively.




**Note
      4 - Related party transactions**




On
      February 13, 2008 the Company issued 100,000 shares of common stock to its
      CEO
      for unpaid compensation. The total fair value of the common stock on February
      13, 2008 was $11,000.




On
      February 13, 2008 the Company issued 180,000 shares of common stock to its
      President of Programming for unpaid compensation. The total fair value of the
      common stock on February 13, 2008 was $19,800.




On
      February 13, 2008 the Company issued 100,000 shares of common to one of its
      directors for consulting services. The total fair value of the common stock
      on
      February 13, 2008 was $10,000.




On
      February 15, 2008 the Company granted cashless options to purchase 250,000
      shares of its common stock to the Company’s CEO as a bonus for services
      performed at an exercise price of $0.20 per share, exercisable over 36 months
      from the grant date. The estimated value using the Black-Scholes pricing Model
      was $23,271.




On
      February 15, 2008 the Company granted cashless options to purchase 250,000
      shares of its common stock to the Company’s President of Programming as a bonus
      for services performed at an exercise price of $0.20 per share, exercisable
      over
      36 months from the grant date. The estimated value using the Black-Scholes
      pricing Model was $23,271.




On
      February 15, 2008 the Company granted cashless options to purchase 100,000
      shares of its common stock to a director of the Company in exchange for services
      at an exercise price of $0.20 per share, exercisable over 36 months from the
      grant date. The estimated value using the Black-Scholes pricing Model was
      $9,308.




9




On
      February 15, 2008 the Company granted cashless options to purchase 25,000 shares
      of its common stock to each of all five of the Company’s directors in exchange
      for their services as board members. The options carry an exercise price of
      $0.20 per share, exercisable over 36 months from the grant date. The estimated
      value using the Black-Scholes pricing Model was $2,327 each.




**Note
      5 - Stockholders’ equity**




On
      February 13, 2008 the Company issued 100,000 shares of common stock to its
      CEO
      for unpaid compensation. The total fair value of the common stock on February
      13, 2008 was $11,000.




On
      February 13, 2008 the Company issued 180,000 shares of common stock to its
      President of Programming for unpaid compensation. The total fair value of the
      common stock on February 13, 2008 was $19,800.




On
      February 13, 2008 the Company issued 100,000 shares of common to one of its
      directors for consulting services. The total fair value of the common stock
      on
      February 13, 2008 was $10,000.




On
      February 13, 2008, the Company issued 100,000 shares of common stock to a
      consultant for services. These shares were valued at $10,000.




On
      February 13, 2008, the Company issued 5,000 shares of common stock to a
      consultant for commissions related to the Company’s sound stage rentals. These
      shares were valued at $500.




On
      February 13, 2008, the Company issued 20,000 shares of common stock to an
      employee as a bonus for services performed. These shares were valued at
      $2,000.




On
      February 13, 2008, the Company issued 12,000 shares of common stock to an
      employee as a bonus for services performed. These shares were valued at
      $1,200.




On
      February 13, 2008, the Company issued a total of 27,500 shares of common stock
      to four different consultants for services. These shares were valued at
      $2,750.




On
      March
      11, 2008, the Company issued 50,000 shares of common stock to a consultant
      for
      services as part of a 30 day public relations agreement. These shares were
      valued at $10,000 and will be amortized as the services are performed. The
      Company expensed $5,000 in the three months ending March 31, 2008




**Note
      6 - Stock options and warrants**




Options
      and Warrants Granted




On
      February 15, 2008 the Company granted cashless options to purchase 250,000
      shares of its common stock to the Company’s CEO as a bonus for services
      performed at an exercise price of $0.20 per share, exercisable over 36 months
      from the grant date. The estimated value using the Black-Scholes pricing Model
      was $23,271.




On
      February 15, 2008 the Company granted cashless options to purchase 250,000
      shares of its common stock to the Company’s President of Programming as a bonus
      for services performed at an exercise price of $0.20 per share, exercisable
      over
      36 months from the grant date. The estimated value using the Black-Scholes
      pricing Model was $23,271.




10




On
      February 15, 2008 the Company granted cashless options to purchase 100,000
      shares of its common stock to a director of the Company in exchange for services
      at an exercise price of $0.20 per share, exercisable over 36 months from the
      grant date. The estimated value using the Black-Scholes pricing Model was
      $9,308.




On
      February 15, 2008 the Company granted 100,000 stock options to a consultant
      for
      services as part of a 30 day public relations agreement at an exercise price
      of
      $0.20 per share, exercisable over 36 months from the grant date. The estimated
      value using the Black-Scholes pricing Model was $9,308 and will be amortized
      as
      the services are performed. The Company expensed $4,654 in the three months
      ending March 31, 2008.




On
      February 15, 2008 the Company granted 100,000 stock options to a consultant
      for
      services rendered at an exercise price of $0.20 per share, exercisable over
      36
      months from the grant date. The estimated value using the Black-Scholes pricing
      Model was $9,308.




On
      February 15, 2008 the Company granted 150,000 stock options to a consultant
      for
      services rendered at an exercise price of $0.20 per share, exercisable over
      12
      months from the grant date. The estimated value using the Black-Scholes pricing
      Model was $8,597.




On
      February 15, 2008 the Company granted 50,000 stock options to a consultant
      for
      services rendered at an exercise price of $0.20 per share, exercisable over
      12
      months from the grant date. The estimated value using the Black-Scholes pricing
      Model was $2,866.




On
      February 15, 2008 the Company granted cashless options to purchase 25,000 shares
      of its common stock to each of all five of the Company’s directors in exchange
      for their services as board members. The options carry an exercise price of
      $0.20 per share, exercisable over 36 months from the grant date. The estimated
      value using the Black-Scholes pricing Model was $2,327 each.




Options
      and Warrants Cancelled




None.




Options
      and Warrants Expired




On
      February 20, 2008, 20,000 options that were outstanding as of December 31,
      2007
      expired. The expiration of the options had no impact on the current period
      operations.




11




Options
      and Warrants Exercised




No
      options were exercised during the three month period ending March 31,
      2008.




The
      following is a summary of information about the Stock Options and Warrants
      outstanding at March 31, 2008.




**Shares
                Underlying Options and Warrants Outstanding**
            
            
            **Shares
                Underlying**
              **Options
                and Warrants Exercisable****Range
                of**
              **Exercise
                Prices**
            
            
            **Shares**
              **Underlying**
              **Options**
              **Outstanding**
            
            
            **Weighted**
                **Average**
                **Remaining**
                **Contractual**
                **Life**
            
            
            **Weighted**
              **Average**
              **Exercise**
              **Price**
            
            
            **Shares**
                **Underlying**
              **Options**
              **Exercisable**
            
            
            **Weighted**
                **Average**
                  **Exercise**
              **Price**$0.15
                - 0.78
            
            
            9,881,499
            
            
            2.82
                years
            
            $
            0.28
            
            
            9,881,499
            
            $
            0.28





The
      fair
      value of each option and warrant grant are estimated on the date of grant using
      the Black-Scholes option pricing
      model with the following weighted-average assumptions used for grants under
      the
      fixed option plan:






**2008**
            
            
            **2007**Average
                risk-free interest rates
            
            
            2.02
            %
            
            5.07
            %Average
                expected life (in years)
            
            
            2
            
            
            2Average
                Volatility
            
            
            180
            %
            
            194
            %





The
      Black-Scholes option valuation model was developed for use in estimating the
      fair value of short-term traded options that have no vesting restrictions and
      are fully transferable. In addition, option valuation models require the input
      of highly subjective assumptions including expected stock price volatility.
      Because the Company’s employee stock options have characteristics significantly
      different from those of traded options and because changes in the subjective
      input assumptions can materially affect the fair value estimate, in management’s
      opinion the existing models do not necessarily provide a reliable single measure
      of the fair value of its employee stock options. During 2008 and 2007, there
      were no options granted with an exercise price below the fair value of the
      underlying stock at the grant date.




The
      weighted average fair value of options and warrants granted with exercise prices
      at the current fair value of the underlying stock during the three months ending
      March 31, 2008 was approximately $0.20 per option, or warrant.




The
      following is a summary of activity of outstanding stock options under the 2004
      Stock Option Plan:




12




**Number**
              **Of
                Shares**
            
            
            **Weighted**
              **Average**
              **Exercise**
              **Price**Balance,
                December 31, 2007
            
            
            8,776,499
            
            $
            0.29Options
                cancelled
            
            
            -0-
            
            
            -0-Options
                expired
            
            
            (20,000
            )
            
            (0.50
            )Options
                vested during the period
            
            
            1,125,000
            
            
            0.20Balance,
                March 31, 2008
            
            
            9,881,499
            
            
            0.28Exercisable,
                March 31, 2008
            
            
            9,881,499
            
            $
            0.28





**Note
      7 - Subsequent events**





Stock
      issuances




On
      April
      29, 2008 the board of directors authorized the issuance of 300,000 shares of
      common stock to pay a $45,000 portion of a vendor’s outstanding accounts payable
      balance. The shares have not yet been issued as of the date of this
      report.




On
      April
      29, 2008 the Company authorized the issuance of 200,000 shares of convertible
      preferred stock to its CEO for unpaid compensation. The total fair value of
      the
      common stock on April 29, 2008 was $18,000 and the shares have not yet been
      issued as of the date of this report.




On
      April
      29, 2008 the Company authorized the issuance of 200,000 shares of convertible
      preferred stock to its President of Programming for unpaid compensation. The
      total fair value of the common stock on April 29, 2008 was $18,000 and the
      shares have not yet been issued as of the date of this report.




On
      April
      29, 2008 the Company authorized the issuance of 227,273 shares of common stock
      to its President of Programming for unpaid compensation. The total fair value
      of
      the common stock on April 29, 2008 was $20,455 and the shares have not yet
      been
      issued as of the date of this report.


13


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





**Overview
      and Outlook**




Players
      Network was incorporated in the State of Nevada in March of 1993. Players
      Network is a global media and entertainment company engaged in the development,
      production, distribution and marketing of television programs and internet
      broadcasting about the Las Vegas and Gaming Lifestyles, and other related
      entertainment themes.




With
      an
      emphasis on unique, high-quality programming that captures the excitement,
      passion, enjoyment, sex appeal, entertainment, information, celebrity, and
      the
      non-stop adrenaline rush of the Las Vegas Gaming Lifestyle, Players Network’s
      content goes beyond poker, casino action, sports betting, and racing, to
      lifestyle programs about entertainment and fine living, attracting the young
      and
      the sophisticated viewers who view digital content most.





Much
      of
      Players Network’s programming is educational, involving experts helping viewers
      become smarter gaming consumers, so when they visit a casino they have the
      best
      chance possible to win. Many shows are celebrity driven, since so many
      celebrities in movies and music, TV and sports come to Las Vegas to
      play.





Players
      Network programming is conceived and produced to create successful advertising,
      cross-promotional and marketing opportunities for distributors and sponsors
      by
      engaging this highly targeted, desirable audience in programming that excites
      them.




In
      2007 the Company brought on it first major sponsor IGT, who sponsored an
      original television series “Winner and Jackpots”. The Company expects the
      sponsorship to continue through 2008. The sponsorship included an initial
      deposit and a per show production fee. The Company also engaged an advertising
      agency to act as the Company’s representative to mainstream sponsors to assist
      the Company in creating advertising revenues. The Company signed distribution
      agreements with Telco and satellite giants AT&T and Verizon pursuant to
      which the Company’s content will be distributed over these companies’ IPTV
      platforms. The Company also signed agreements with Direct TV and EchoStar to
      deliver Players Network branded VOD channels. Management believes that the
      addition of these new distribution platforms will enable the Company to begin
      to
      generate revenues from advertising.




As
      we continue to expand our business and implement our business strategy, our
      current monthly cash flow requirements will exceed our near term cash flow
      from
      operations. Our available cash resources and anticipated cash flow from
      operations are insufficient to satisfy our anticipated costs associated with
      new
      product development. There can be no assurance that we will be able to generate
      sufficient cash from operations in future periods to satisfy our capital
      requirements. Therefore, we will have to continue to rely on external financing
      activities, including the sale of our equity securities, to satisfy our capital
      requirements for the foreseeable future. Due, in part, to our lack of historical
      earnings, our prior success in attracting additional funding has been limited
      to
      transactions in which our equity is used as currency. In light of the
      availability of this type of financing, and the lack of alternative proposals,
      our board of directors has determined that the continued use of our equity
      for
      these purposes may be necessary if we are to sustain operations. Equity
      financings of the type we have been required to pursue are dilutive to our
      stockholders and may adversely impact the market price for our shares. However,
      we have no commitments for borrowings or additional sales of equity, the precise
      terms upon which we may be able to attract additional funding is not known
      at
      this time, and there can be no assurance that we will be successful in
      consummating any such future financing transactions on terms satisfactory to
      us,
      or at all.




**Results
      of Operations for the Three Months Ended March 31, 2008 and March 31,
      2007:**




**For
                the Three Months Ended**
              **March
                31,****2008**
            
            
            **2007**
            
            
            **Increase
                /**
              **(Decrease)**Revenues
            
            $
            123,397
            
            $
            86,565
            
            $
            36,832Direct
                operating costs
            
            
            40,201
            
            
            33,266
            
            
            6,935General
                and administrative
            
            
            119,723
            
            
            105,115
            
            
            14,608Salaries
                and wages
            
            
            146,308
            
            
            155,196
            
            
            (8,888
            )Consulting
                services
            
            
            123,357
            
            
            159,566
            
            
            (36,209
            )Rent
            
            
            18,749
            
            
            12,652
            
            
            6,097Depreciation
                and amortization
            
            
            1,680
            
            
            13,632
            
            
            (11,952
            )Total
                Operating Expenses
            
            
            450,018
            
            
            479,427
            
            
            (29,409
            )Net
                Operating (Loss)
            
            
            (326,621
            )
            
            (392,862
            )
            
            66,241Total
                other income (expense)
            
            
            65,907
            
            
            (22,897
            )
            
            88,804Net
                (Loss)
            
            $
            (260,714
            )
            $
            (415,759
            )
            $
            (155,045
            )






14




**Revenues:**
  During
        the three months ended March 31, 2008 and 2007, we received revenues primarily
        from two sources - licensing fees from our private networks, including the
        sale
        of in-home media, and advertising fees, and production revenues, which included
        fees from third party programming production and sound stage rentals. Aggregate
        revenues for the three months ended March 31, 2008 were $123,397 compared
        to
        revenues of $86,565 in the three months ended March 31, 2007, an increase
        in
        revenues of $36,832, or 43%. Revenues increased as a result of the change
        in our
        business focus away from our legacy business to our new distribution strategy.
        Our efforts to diversify our broadcast channels have begun to show rewards.
        The
        revenue stream grew with our expanded library of multimedia content, and
        a wider
        network to deliver our products. This in turn enabled us to further expand
        production revenues to new customers.
  **Direct
        Operating Costs:**
  Direct
        operating costs were $40,201 for the three months ended March 31, 2008 compared
        to $33,266 for the three months ended March 31, 2007, an increase of $6,935
        or
        21%. Our direct operating costs in 2008 increased due to our continued efforts
        to increase our library of video content. We expect to be able to support
        increased revenues in the future without a significant increase in operating
        costs by operating at a higher capacity within our delivery channels. In
        2008 we
        continued to develop and distribute our content without maximizing our sales
        potential. Direct operating costs are comprised of video production and
        distribution costs.


**General
      and Administrative:**




General
      and administrative expenses were $119,723 for the three months ended March
      31,
      2008 compared to $105,115 for the three months ended March 31, 2007, an increase
      of $14,608 or approximately 14%. The increase in general and administrative
      expense for the three months ended March 31, 2008 compared to 2007 was primarily
      due to an increase in marketing fees. In the three months ending March 31,
      2008
      we focused heavily on promoting the Company and disseminating information
      regarding the exciting new activities the Company is developing.




**Salaries
      and wages:**




Salaries
      and wage expense was $146,308 for the three months ended March 31, 2008 compared
      to $155,196 for the three months ended March 31, 2007, a decrease of $8,888
      or
      6%. The Company recorded non-cash expenses for salaries and wages totaling
      $85,196 and $117,766, during the three months ended March 31, 2008 and 2007,
      respectively. The non-cash expenses consisted of the value of common stock,
      recorded at fair value, issued to employees of $34,000 and $75,000 for the
      three
      months ended March 31, 2008 and 2007, respectively, as well as, common stock
      options, recorded at fair value of $51,196 and $61,642 for the three months
      ended March 31, 2008 and 2007, respectively. Salaries and wage expenses
      decreased for the three months ended March 31, 2008 compared to 2007 primarily
      because of a decrease in the issuance of common stock options to employees
      in
      2008.




**Consulting
      services:**




Consulting
      services expense was $123,357 for the three months ended March 31, 2008 compared
      to $159,566 for the three months ended March 31, 2007, a decrease of $36,209
      or
      23%. Consulting services decreased for the three months ended March 31, 2008
      compared to 2007 due to a decrease in the use of outside consultants for video
      production services in 2008. During the three months ended March 31, 2008 and
      2007, the Company recorded non-cash expenses for consulting services totaling
      $123,357 and $154,186. The non-cash expenses consisted of the value of common
      stock and common stock options, recorded at fair value, issued to service
      providers.




**Rent:**




Rent
      expense was $18,749 for the three months ended March 31, 2008 compared to
      $12,652 for the three months ended March 31, 2007, an increase of $6,097 or
      48%.
      Rent expense increased for the three months ended March 31, 2008 compared to
      2007 due to the timing of rental payments and related adjustments.




**Depreciation
      and amortization:**




Depreciation
      and amortization expense was $1,680 for the three months ended March 31, 2008
      compared to $13,632 for the three months ended March 31, 2007, a decrease of
      $11,952 or 88%. The decrease in depreciation and amortization for the three
      months ended March 31, 2008 compared to 2007 was due to the disposal of fixed
      assets no longer in service during the third quarter of 2007.




15





**Net
      Operating Loss:**




Net
      operating loss for the three months ended March 31, 2008 was $326,621 or ($0.01)
      per share compared to a net operating loss of $392,862 for the three months
      ended March 31, 2007, or ($0.02) per share, a decrease of $66,241 or 17%. Net
      operating loss decreased primarily as a result of our increased revenues of
      $36,832 and decreased expenses of $36,209 in consulting fees and $11,952 of
      depreciation in 2008 compared to 2007.




**Net
      Loss:**




The
      net loss for the three months ended March 31, 2008 was $260,714, compared to
      a
      net loss of $415,759 for the three months ended March 31, 2007, a decreased
      net
      loss of $155,045. Net loss decreased primarily as a result of our increased
      revenues of $36,832 and gain on debt settlements of $86,706 in 2008 compared
      to
      2007.




**LIQUIDITY
      AND CAPITAL RESOURCES**




The
      following table summarizes total assets, accumulated deficit, stockholders’
equity and working capital at March 31, 2008 compared to March 31,
      2007.




**March
                31, 2008**
            **March
                31, 2007**Total
                Assets
            $
            63,171
            $
            60,490Accumulated
                (Deficit)
            $
            (15,379,929)
            $
            (13,737,542)Stockholders’
                Equity
            $
            (951,863)
            $
            (939,882)Working
                Capital (Deficit)
            $
            (596,390)
            $
            (663,803)





Our
      principal source of operating capital has been provided from private sales
      of
      our common stock, revenues from operations, and, to a limited extent, debt
      financing. At March 31, 2008, we had a negative working capital position of
      $(596,390). As we continue the shift in our business focus and attempt to expand
      operational activities, we expect to continue to experience net negative cash
      flows from operations in amounts not now determinable, 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. We
      have
      and expect to continue to have substantial capital expenditure and working
      capital needs. We do not now have funds sufficient to fund our operations at
      their current level for the next 12 months. We need to raise additional cash
      to
      fund our operations and implement our business plan. We expect that the
      additional financing will (if available) take the form of a private placement
      of
      equity, although we may be constrained to obtain additional debt financing
      in
      lieu thereof. We are maintaining an on-going effort to locate sources of
      additional funding, without which we will not be able to remain a viable entity.
      No financing arrangements are currently under contract, and there are no
      assurances that we will be able to obtain adequate financing. If we are able
      to
      obtain the financing required to remain in business, eventually achieving
      operating profits will require substantially increasing revenues or drastically
      reducing expenses from their current levels or both. If we are able to obtain
      the required financing to remain in business, future operating results depend
      upon a number of factors that are outside of our control.




To
      conserve on the Company's capital requirements, the Company has issued shares
      in
      lieu of cash payments to employees and outside consultants, and the Company
      expects to continue this practice in 2008. In the three months ending March
      31,
      2008, the Company issued 594,500 shares valued at $67,250 in lieu of cash
      payments to employees and outside consultants. The Company is not now in a
      position to determine an approximate number of shares that the Company may
      issue
      for the preceding purpose in the remainder of 2008.




16




**Item
      3. Quantitative And Qualitative Disclosures About Market
      Risks**




Not
      required.




**Item
      4T. Controls and Procedures**




**Evaluation
      of Disclosure Controls and Procedures**




The
      Company's management is responsible for establishing and maintaining a system
      of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act of 1943, as amended) that is designed to ensure that
      information required to be disclosed by the Company in the reports that the
      Company files or submits under the Exchange Act is recorded, processed,
      summarized and reported, within the time periods specified in the Commission's
      rules and forms. Disclosure controls and procedures include, without limitation,
      controls and procedures designed to ensure that information required to be
      disclosed by an issuer in the reports that it files or submits under the
      Exchange Act is accumulated and communicated to the issuer's management,
      including its principal executive officer or officers and principal financial
      officer or officers, or persons performing similar functions, as appropriate
      to
      allow timely decisions regarding required disclosure. Based upon their
      evaluation, our Chief Executive Officer and Chief Financial Officer have
      concluded that as of March 31, 2008 our disclosure controls and procedures
      were
      not effective.




**Changes
      in Internal Control over Financial Reporting:**




There
      were no changes in our internal control over financial reporting, other than
      those stated above, during our most recent fiscal quarter that have materially
      affected, or are reasonably likely to materially affect, our internal control
      over financial reporting.




**Remediation
      Efforts to Address Material Weakness in Internal Control over Financial
      Reporting**




Throughout
      the three months ended March 31, 2008, we began the implementation of a
      remediation plan to address the material weaknesses identified during the audit
      of our fiscal year ended December 31, 2007. The control deficiencies that gave
      rise to the material weaknesses related to the fact that our accounting
      resources did not include enough people with the detailed knowledge, experience
      and training in the selection and application of certain accounting principles
      generally accepted in the United States of America (GAAP) to meet our financial
      reporting needs. These control deficiencies contributed to material weaknesses
      in internal control with respect to segregation of duties, controls over
      financial reporting at the India subsidiary, stockholders equity and share-based
      compensation, acquisitions as well as financial statement presentation and
      disclosures. We have hired consultants with the necessary accounting knowledge,
      experience and training to meet the needs of our organization. We will continue
      to implement process changes and hire employees or consultants to address the
      material weaknesses noted in the internal controls over financial reporting
      for
      fiscal 2007. Once placed in operation for a sufficient period of time, we will
      evaluate the overall effectiveness of these new process changes to determine
      if
      they are operating effectively.




**Inherent
      Limitations of Internal Controls**




Our
      management, including our CEO, do not expect that our disclosure controls and
      procedures or our internal controls will prevent all error and all fraud. A
      control system, no matter how well conceived and operated, can provide only
      reasonable, not absolute, assurance that the objectives of the control system
      are met. Because of the inherent limitations in all control systems, no
      evaluation of controls can provide absolute assurance that all control issues
      and instances of fraud, if any, within the Company have been detected. These
      inherent limitations include the realities that judgments in decision-making
      can
      be faulty, and that breakdowns can occur because of a simple error or mistake.
      Additionally, controls can be circumvented by the individual acts of some
      persons, by collusion of two or more people, or by management override of the
      control. The design of any system of controls also is based in part upon certain
      assumptions about the likelihood of future events, and there can be no assurance
      that any design will succeed in achieving its stated goals under all potential
      future conditions. Over time, controls may become inadequate because of changes
      in conditions, or the degree of compliance with the policies or procedures
      may
      deteriorate. Because of the inherent limitations in a cost-effective control
      system, misstatements due to error or fraud may occur and not be
      detected.




17




**PART
      II OTHER INFORMATION**




**Item
      1. Legal Proceedings**




From
      time to time, we may become involved in various lawsuits and legal proceedings
      which arise in the ordinary course of business. However, litigation is subject
      to inherent uncertainties, and an adverse result in these or other matters
      may
      arise from time to time that may harm our business. We are not presently a
      party
      to any material litigation, nor to the knowledge of management is any litigation
      threatened against us, which may materially affect us.




**Item
      1A. Risk Factors**




***There
      has been no change in the Company's risk factors since the Company’s Annual
      Report on Form 10-KSB filed with SEC on April 15,
      2008.***




**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**




On
      February 13, 2008 the Company issued 100,000 shares of common stock to its
      CEO
      for services. The total fair value of the common stock on February 13, 2008
      was
      $11,000.




On
      February 13, 2008 the Company issued 180,000 shares of common stock to its
      President of Programming for services. The total fair value of the common stock
      on February 13, 2008 was $19,800.




On
      February 13, 2008 the Company issued 100,000 shares of common to one of its
      directors for consulting services. The total fair value of the common stock
      on
      February 13, 2008 was $10,000.




On
      March
      11, 2008, the Company issued 50,000 shares of common stock to a consultant
      for
      services as part of a 30 day public relations agreement. These shares were
      valued at $10,000 and will be amortized as the services are performed. The
      Company expensed $5,000 in the three months ending March 31, 2008




**Item
      3. Defaults Upon Senior Securities**




***None***




**Item
      4. Submission of Matters to a Vote of Security Holders**




***None***




**Item
      5. Other Information**




***None***




**Item
      6. Exhibits**




31.1
            Certifications
                pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange
                Act
                of 1934, as amended, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.32.1
            Certifications
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of
                2002.


18


**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto
      duly authorized.











Date:
      May 20, 2008




**Players
              Network**/s/
              Mark BradleyMark
              BradleyChief
                Executive Officer
              (Principal
                  Executive Officer)




19