**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





FORM
      10-QSB





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





For
      the
      quarterly period ended March 31, 2007





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





Commission
      file number 000-29363





**PLAYERS
      NETWORK**


(Exact
      name of small business issuer 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)




Copies
      of
      Communications to:





Crone
      Rozynko, LLP


101
      Montgomery Street, Suite 1950


San
      Francisco, CA 94104


(415)
      955-8900


Fax
      (415)
      955-8910





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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes oNo
x





The
      number of shares of Common Stock, $0.001 par value, outstanding on May 10,
      2007,
      was 24,829,447 shares.





Transitional
      Small Business Disclosure Format (check one): Yes oNo x





**PART
      1 - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**





Players
      Network


Balance
      Sheet


As
      of
      March 31, 2007


(unaudited)


March
                  31, 2007**Assets**Current
                  assets:Cash
              
              $
              -Accounts
                  receivable, net of allowancefor
                  doubtful accounts of $32,947
              
              
              7,650Total
                  current assets
              
              
              7,650Fixed
                  assets, net of accumulated depreciation of $498,873
              
              
              52,840$
              60,490**Liabilities
                  and Stockholders' Equity**Current
                  liabilities:Checks
                  drawn in excess of available funds
              
              $
              2,400Accounts
                  payable
              
              
              485,085Accrued
                  expenses
              
              
              40,059Accrued
                  salaries - related party
              
              
              143,909Total
                  current liabilities
              
              
              671,453Convertible
                  debentures
              
              
              455,000Stockholders'
                  (deficit):Common
                  stock, $0.001 par value, 25,000,000 sharesauthorized;
                  24,157,947 shares issued and outstanding
              
              
              24,158Shares
                  authorized and unissued, 500,000 shares
              
              
              500Additional
                  paid-in capital
              
              
              12,773,002Unamortized
                  beneficial conversion feature of long term debt
              
              
              (126,081
              )Accumulated
                  (deficit)
              
              
              (13,737,542
              )(1,065,963
              )$
              60,490




The
      accompanying notes are an integral part of these financial
      statements.




2




Players
      Network


Statement
      of Operations


For
      the
      Three Months Ended March 31, 2007 and 2006


(unaudited)




For
                  the Three Months EndedMarch
                  31,2007
              
              2006RevenueNetwork
              
              $
              16,394
              
              $
              15,150Advertising
              
              
              1,011
              
              
              -Production
                  and other
              
              
              69,160
              
              
              58,610Total
                  revenue
              
              
              86,565
              
              
              73,760Expenses:Direct
                  operating costs
              
              
              33,266
              
              
              78,178General
                  and administrative expenses
              
              
              105,115
              
              
              107,790Salaries
                  and wages
              
              
              18,554
              
              
              32,439Salaries
                  and wages - related party
              
              
              75,000
              
              
              96,861Consulting
                  services
              
              
              127,166
              
              
              22,753Consulting
                  services - related party
              
              
              94,042
              
              
              50,667Rent
              
              
              12,652
              
              
              20,111Depreciation
                  and amortization
              
              
              13,632
              
              
              18,032Total
                  operating expenses
              
              
              479,427
              
              
              426,831Net
                  operating (loss)
              
              
              (392,862
              )
              
              (353,071
              )Other
                  income (expense):Interest
                  income
              
              
              -
              
              
              375Interest
                  expense
              
              
              (22,897
              )
              
              (1,015
              )Total
                  other income (expenses)
              
              
              (22,897
              )
              
              (640
              )Net
                  (loss)
              
              $
              (415,759
              )
              $
              (353,711
              )Weighted
                  average number ofcommon
                  shares outstanding - basic and fully diluted
              
              
              23,583,899
              
              
              19,480,018Net
                  (loss) per share - basic & fully diluted
              
              $
              (0.02
              )
              $
              (0.02
              )




The
      accompanying notes are an integral part of these financial
      statements.




3




Players
      Network


Statement
      of Cash Flows


For
      the
      Three Months Ended March 31, 2007 and 2006


(unaudited)




For
                  the three months endedMarch
                  31,2007
              
              2006**Cash
                  flows from operating activities**Net
                  (loss)
              
              $
              (415,759
              )
              $
              (353,711
              )Adjustments
                  to reconcile net (loss) tonet
                  cash (used) by operating activities:Depreciation
                  and amortization expense
              
              
              13,632
              
              
              18,032Stock
                  issued for services
              
              
              141,536
              
              
              14,605Stock
                  issued for services - related party
              
              
              32,400
              
              
              50,667Options
                  and warrants issued for services
              
              
              61,642
              
              
              -Stock
                  issued for wages
              
              
              75,000
              
              
              -Amortization
                  of warrants
              
              
              54,179
              
              
              -Amortization
                  of beneficial conversion feature
              
              
              13,792
              
              
              -Decrease
                  (increase) in assets:Accounts
                  receivable
              
              
              (3,400
              )
              
              1,634Prepaid
                  expenses and other current assets
              
              
              1,865
              
              
              13,158Increase
                  (decrease) in liabilities:Checks
                  drawn in excess of available funds
              
              
              2,400
              
              
              -Accounts
                  payable
              
              
              (11,751
              )
              
              13,957Accrued
                  expenses
              
              
              18,879
              
              
              2,992Accrued
                  expenses - related party
              
              
              (922
              )
              
              60,862Net
                  cash (used in) operating activities
              
              
              (16,507
              )
              
              (177,804
              )**Cash
                  flows from investing activities**Purchase
                  of fixed assets
              
              
              -
              
              
              -Net
                  cash provided by (used in) investing activities
              
              
              -
              
              
              -**Cash
                  flows from financing activities**Proceeds
                  from convertible debentures
              
              
              -
              
              
              250,000Net
                  cash provided by financing activities
              
              
              -
              
              
              250,000Net
                  increase in cash
              
              
              (16,507
              )
              
              72,196Cash
                  - beginning
              
              
              16,507
              
              
              53,385Cash
                  - ending
              
              $
              -
              
              $
              125,581Supplemental
                  disclosures:Interest
                  paid
              
              $
              -
              
              $
              550Income
                  taxes paid
              
              $
              -
              
              $
              -




The
      accompanying notes are an integral part of these financial
      statements.


4


**Players
      Network**


**Notes
      to Financial Statements**





**Note
      1 - Basis of Presentation**





The
      consolidated interim 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 consolidated interim
      financial statements be read in conjunction with the financial statements of
      the
      Company for the year ended December 31, 2006 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 financial statements, the Company has incurred recurring
      losses from operations, and as of March 31, 2007, the Company’s current
      liabilities exceeded its current assets by $663,803 and its total liabilities
      exceeded its total assets by $1,065,963. 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.








**Note
      3 - Long Term Debt**





Long-term
      debt consists of the following at March 31, 2007 and 2006,
      respectively:





*2007*
            
            *2006*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
            
            $
                -5%
                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
            
            -5%
                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
            
            -




5




5%
                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
            
            -5%
                unsecured convertible debentures, due in June 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
            
            -5%
                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
            
            -5%
                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
            
            25,000Total
                debt
            455,000
            
            250,000Less:
                current portion
            -
            
            -Long-term
                debt, less current portion
            $
                455,000
            
            $
                250,000





Future
      maturities of long-term debt are as follows as of March 31, 2007:





2007
            
            $
            -2008
            
            
            -2009
            
            
            455,0002010
            
            
            -2011
            
            
            -Thereafter
            
            
            -$
            455,000





Accrued
      interest on the above convertible notes totaled $20,560 at March 31, 2007.
      As of
      March 31, 2007 principal and interest on the notes payable are convertible
      into
      2,166,509 shares of common stock.





Interest
      expense totaled $22,897 and $1,015 for the three months ended March 31, 2007
      and
      2006, respectively, of which $3,371 and $-0-, 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 at March 31, 2007. This amount has been included in interest
      expense for the period.








**Note
      4 - Related party transactions**





In
      February 2006, the Company granted options to purchase 500,000 shares of its
      common stock to officers and directors of the Company in exchange for services
      at an exercise price of $0.50 per share. The estimated value using the
      Black-Scholes pricing Model was $226,121. In February, 2007, the Company
      authorized the re-pricing of those options at an exercise price of $0.25 per
      share. All other terms remained the same. The estimated value using the
      Black-Scholes pricing Model was $61,642, and has been expensed in the three
      month period ending March, 31, 2007.




6




On
      February 9, 2007, the Company also issued common stock as compensation for
      services to two of its directors totaling 216,000 shares. The fair value of
      the
      common stock was $32,400 at the date of issuance.





On
      January 19, 2007, the Company issued a total of 666,666 shares of common stock
      to two of its officers for services which had been authorized, but un-issued
      as
      of December 31, 2006.





On
      February 9, 2007, the Company authorized the issuance of 250,000 shares of
      common stock to each of two of its officers for unpaid compensation. The total
      fair value of the common stock on February 9, 2007 was $75,000.





**Note
      5 - Stockholders’ equity**





During
      the three months ended March 31, 2007, the Company cancelled a total of 100,000
      shares of common stock to three different consultants for services which had
      not
      been performed as agreed upon.





On
      January 19, 2007, the Company issued a total of 114,500 shares of common stock
      to six different consultants for services. These shares were valued at $19,550.





On
      January 19, 2007, the Company issued a total of 666,666 shares of common stock
      to two of its officers for services. These shares were valued at $113,333.
      (See
      Note 4)





On
      January 23, 2007, the Company issued a total of 130,000 shares of common stock
      to two different consultants for services. These shares were valued at $22,100.





On
      January 26, 2007, the Company issued 20,000 shares of common stock to a
      consultant for services. These shares were valued at $3,400.





On
      January 31, 2007, the Company authorized the issuance of a total of 310,715
      shares of free trading common stock to two different consultants for
      professional services rendered. The fair market value of the stock totaled
      $55,929 and has been expensed as incurred within the three month period ended
      March, 31, 2007.





On
      February 9, 2007, the Company authorized the issuance of a total of 500,000
      shares of common stock to two of its officers for unpaid compensation. The
      total
      fair value of the common stock on February 9, 2007 was $75,000. These shares
      are
      un-issued as of March 31, 2007. (See Note 4)





On
      February 9, 2007, the Company authorized the issuance of a total of 405,000
      shares of common stock to eight different consultants for services performed.
      The fair market value of the stock totaled $60,750 and has been expensed as
      incurred within the three month period ended March, 31, 2007.





On
      February 9, 2007, the Company also authorized the issuance of common stock
      as
      compensation for services to two of its directors totaling 216,000 shares.
      The
      fair value of the common stock was $32,400.





On
      February 9, 2007, the Company authorized the issuance of 110,715 shares of
      free
      trading common stock to a consultant for professional services rendered. The
      fair market value of the stock totaled $16,607 and has been expensed as incurred
      within the three month period ended March, 31, 2007.





On
      February 9, 2007, the Company issued 55,000 shares of free trading common stock
      to a consultant for services rendered. The fair market value of the stock
      totaled $8,250 and has been expensed as incurred within the three month period
      ended March, 31, 2007.




7




On
      February 12, 2007, the Company issued 20,000 shares of common stock to a
      consultant for services. These shares were valued at $4,000.




**Note
      6 - Stock options**





Options
      Granted





Prior
      to
      December 2006, the Company granted options to purchase 500,000 shares of its
      common stock to officers and directors of the Company in exchange for services
      at an exercise price of $0.50 per share. The estimated value using the
      Black-Scholes pricing Model was $226,121. In February, 2007, the Company
      authorized the re-pricing of those options at an exercise price of $0.25 per
      share. All other terms remained the same. The estimated value using the
      Black-Scholes pricing Model was $61,642, and has been expensed in the three
      month period ending March, 31, 2007.





Options
      Cancelled





In
      the
      quarter ended March 31, 2007, the Company cancelled 200,000 options that were
      outstanding at December 31, 2006.  The cancellation of the options had no
      impact on the current period operations.





Options
      Exercised





No
      options expired or were exercised during the three month period ended March
      31,
      2007.





The
      following is a summary of information about the Stock Options outstanding at
      March 31, 2007.





**Shares
                Underlying****Shares
                Underlying Options Outstanding**
            
            **Options
                Exercisable****Weighted****Shares**
            
            **Average**
            
            **Weighted**
            
            **Shares**
            
            **Weighted****Underlying**
            
            **Remaining**
            
            **Average**
            
            **Underlying**
            
            **Average****Range
                of**
            
            **Options**
            
            **Contractual**
            
            **Exercise**
            
            **Options**
            
            **Exercise****Exercise
                Prices**
            
            **Outstanding**
            
            **Life**
            
            **Price**
            
            **Exercisable**
            
            **Price**$
            0.28
                - 0.78
            
            
            4,216,836
            
            
            1.68
                years
            
            $
            0.36
            
            
            4,216,836
            
            $
            0.36





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:





**2006**
            
            **2005**Average
                risk-free interest rates
            
            
            5.25
            %
            
            5.25
            %Average
                expected life (in years)
            
            
            2
            
            
            2Volatility
            
            
            168
            %
            
            168
            %





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 2007 and 2006, there
      were no options granted with an exercise price below the fair value of the
      underlying stock at the grant date.




8




The
      weighted average fair value of options granted with exercise prices at the
      current fair value of the underlying stock during the period ended March 31,
      2006 was approximately $0.36 per option.





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





**Weighted****Average****Number**
            
            **Exercise****Of
                Shares**
            
            **Price**Balance,
                December 31, 2006
            
            
            4,411,836
            
            $
            0.34Options
                cancelled
            
            
            (200,000
            )
            
            0.25Options
                vested during the period
            
            
            5,000
            
            
            0.25Balance,
                March 31, 2006
            
            
            4,216,836
            
            
            0.36Exercisable,
                March 31, 2006
            
            
            4,216,836
            
            $
            0.36




**Note
      7 - Subsequent events**





Stock
      issuances





On
      April
      2, 2007, the Company sold 100,000 shares of common stock, and warrants to
      purchase another 100,000 shares at $0.25 per share, to an accredited investor
      for $15,000.





On
      April
      3, 2007, the Company authorized the issuance of 150,000 shares of common stock
      as a retainer for legal services to be performed.





On
      April
      3, 2007, the Company authorized the issuance of a total of 202,500 shares of
      common stock to four different consultants for services performed.





On
      April
      3, 2007, the Company authorized the issuance of 25,000 shares of common stock
      to
      a consultant in relief of a portion of their outstanding accounts payable
      balance.





On
      April
      3, 2007, the Company authorized the issuance of 100,000 shares of common stock
      to a related party for services performed.





On
      April
      3, 2007, the Company authorized the issuance of a total of 35,000 shares of
      common stock to four different employees as a bonus for services
      performed.





On
      April
      11, 2007, the Company sold 34,000 shares of common stock, and warrants to
      purchase another 34,000 shares at $0.25 per share, to an accredited investor
      for
      $5,100.





On
      April
      16, 2007, the Company authorized the issuance of 25,000 shares of common stock
      to a consultant for services performed.





On
      April
      16, 2007, the Company authorized the issuance of 150,000 shares of common stock
      to a vendor in relief of a portion of their outstanding accounts payable
      balance. The stock remains un-issued as of the date of this report.




Stock
      Options





On
      April
      3, 2007, the Company granted 250,000 stock options to an attorney for
      professional services rendered. The options are exercisable until April 3,
      2009
      at an exercise price of $0.25 per share.




9




On
      April
      3, 2007, the Company granted 60,000 stock options to a consultant for services
      rendered. The options are exercisable until April 3, 2010 at an exercise price
      of $0.25 per share.





On
      April
      3, 2007, the Company granted 650,000 stock options to a consultant for services
      rendered. The options are exercisable until April 3, 2010 at an exercise price
      of $0.50 per share.





On
      April
      16, 2007, the Company granted 50,000 stock options to a Director for services
      rendered. The options are exercisable until April 16, 2010 at an exercise price
      of $0.30 per share.





On
      April
      16, 2007, the Company granted 50,000 stock options to a consultant as a finder’s
      fee. The options are exercisable until April 16, 2010 at an exercise price
      of
      $0.30 per share.




Distribution
      Agreement




In
        April
        2007, the Company entered into a one-year distribution agreement with
        TIVO, which will provide the Company with a minimum of 585,000 set top
        boxes to deliver the Company’s programming. Any revenue to be received by the
        Company will be from sales of advertising.




10


**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 of 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;





·
            our
                current lack of working capital;





·
            general
                economic and business conditions, and trends in the travel and
                entertainment industries;





·
            trends
                in hotel/casino occupancy rates and business and leisure travel patterns,
                including the potential impacts that wars, terrorist activities,
                or other
                geopolitical events might have on such occupancy rates and travel
                patterns;





·
            uncertainties
                inherent in our efforts to renew or enter into agreements on acceptable
                terms with significant hotel/casino customers;





·
            the
                regulatory and competitive environment of the industries in which
                we
                operate;





·
            the
                potential for increased government regulation and enforcement actions,
                and
                the potential for changes in laws that would restrict or otherwise
                inhibit
                our ability to make gaming related programming content available
                over our
                network systems;





·
            increases
                in interest rates or our cost of borrowing or a default under any
                material
                debt agreements;





·
            loss
                of customers or sales weakness;





·
            uncertainties
                inherent in our ability to execute upgrades of video systems, including
                uncertainties associated with operational, economic and other factors;





·
            the
                ability of vendors to deliver required equipment, software and services;





·
            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.




11




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,
      2006.




12




**Item
      2. Management’s Discussion and Analysis of Financial Conditions and Results of
      Operations**





**Overview
      and Outlook**





Players
      Network was incorporated in the State of Nevada in March of 1993. For most
      of
      its existence, the Company has owned and operated a digital 24-hour
      entertainment network called “PLAYERS NETWORK,” which specialized in producing
      television programming to serve the gaming industry and was designed to educate
      new players and promote casino games and activities. Until 2006, the Company
      distributed its programming exclusively through a single customized private
      cable channel broadcast directly into the guestrooms of casino and non-casino
      hotels in Las Vegas and Atlantic City.





In
      2005,
      the Company realigned its focus away from its private network strategy toward
      a
      highly distributed business-to-consumer digital network strategy. We began
      implementing this strategy by seeking partners to broadcast our programming
      through new distribution channels, including Video on Demand (VOD) Television,
      broadband internet, and mobile devices such as cell phones and PDA’s. In 2006,
      we entered into distribution agreements with Comcast Communications, Yahoo,
      Google and Google.UK.





Through
      these new distribution channels, the Company can deliver live and taped original
      television series, radio programs, information segments and interactive content.
      We intend to expand our programming to include popular poker programs, reality
      shows, game shows, documentaries, talk shows and special events on the gaming
      lifestyle.





In
      2006,
      we generated revenues primarily from three sources: fees generated from the
      leasing of our production facilities in Las Vegas, Nevada, advertising revenues
      and content licensing fees. As we implement our strategy, we expect revenues
      from advertising and content licensing to increase.





In
      April
      2007, the Company entered into a one-year distribution agreement with
      TIVO, which will provide the Company with a minimum of 585,000 set top
      boxes to deliver the Company’s programming. Any revenue to be received by the
      Company will be from sales of advertising.





During
      January of 2007 the Company entered into an agreement with High Speed Motor
      Sports Inc. to co-develop existing video footage involving Vintage Drag Racing.
      Pursuant to the agreement, High Speed Motor Sports is obligated to contribute
      $45,000 toward development costs and the Company is obligated to contribute
      development services. In addition, the two companies will share equally in
      any
      proceeds from future sales, or television revenues. High Speed Motor Sports
      paid
      $22,500 to Players Network on January 23, 2007 to fund the project. The Company
      has recorded the funds received to date as a liability until development is
      completed.





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. The Company's business plan will require substantial additional
      and
      ongoing content production and programming development, which will require
      the
      Company to incur significant production and development costs, including related
      services such as writing, directing, production, and post-production services.
      Most of these services are provided to the Company by free-lance consultants.
      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.




13




**Results
      of Operations for the Three Months Ended March 31, 2007 and March 31,
      2006:**




**For
                the Three Months Ended March 31,**
            
            **Increase
                / (Decrease)****2007**
            
            **2006**Revenues
            
            $
            86,565
            
            $
            73,760
            
            $
            12,805Direct
                operating costs
            
            
            33,266
            
            
            78,178
            
            
            (25,448
            )General
                and administrative expenses
            
            
            105,115
            
            
            107,790
            
            
            (2,675
            )Salaries
                and wages
            
            
            93,554
            
            
            129,300
            
            
            (35,746
            )Consulting
                services
            
            
            221,208
            
            
            73,420
            
            
            147,788Rent
            
            
            12,652
            
            
            20,111
            
            
            (7,459
            )Depreciation
                and amortization
            
            
            13,632
            
            
            18,032
            
            
            (4,400
            )Total
                Operating Expenses
            
            
            479,427
            
            
            426,831
            
            
            52,596Net
                Operating (Loss)
            
            
            (392,862
            )
            
            (353,071
            )
            
            39,791Total
                other income (expense)
            
            
            (22,897
            )
            
            (640
            )
            
            22,257Net
                (Loss)
            
            $
            (415,759
            )
            $
            (353,711
            )
            $
            62,048





**Revenues:**





During
      the three months ended March 31, 2007, we received revenues primarily from
      three
      sources - licensing fees from our private networks and the sale of in-home
      media, advertising fees, and third party programming and production fees.
      Aggregate revenues for the three months ended March 31, 2007 increased slightly
      to $86,565 compared to $73,760 for the three months ended March 31, 2006, an
      increase of $12,805, or approximately 17%. Revenues increased due to increased
      stage rental and production fees.





**Direct
      Operating Costs:**





Direct
      operating costs were $33,266 for the three months ended March 31, 2007 compared
      to $78,178 for the same period in 2006, a decrease of $25,448 or approximately
      33% primarily related to a reduction in personnel.





**General
      and Administrative:**





General
      and administrative expenses were $105,115 for the three months ended March
      31,
      2007 compared to $107,790 for the three months ended March 31, 2006, a decrease
      of $2,675 or approximately 2%. General and administrative expenses were
      comprised of approximately $34,595 in professional fees, $7,914 in utilities
      expenses, $2,436 in insurance expenses, $6,974 in marketing fees, $22,334 in
      casual labor related to the sound stage rentals, $17,151 in payroll taxes,
      $2,586 in employee benefits, and approximately $11,125 related to miscellaneous
      office costs. Approximately 50% of general and administrative expenses were
      paid
      through the issuance of shares of the Company’s common
      stock.
      The Company recorded these non-cash expenses at the fair value of the common
      stock issued for services.





**Salaries
      and wages:**





Salaries
      and wage expense was $93,554 for the quarter ended March 31, 2007 compared
      to
      $129,300 for the quarter ended March 31, 2006, a decrease of $35,746 or
      approximately 27% due to a reduction in personnel. The Company recorded non-cash
      expenses for salaries and wages of $56,124 in the quarter ended March 31, 2007.
      Non-cash expenses consisted of the value of common stock, recorded at fair
      value, issued to Mr. Bradley and Mr. Berk.





**Consulting
      services:**





Consulting
      services expense was $221,208 for the quarter ended March 31, 2007 compared
      to
      $73,420 for the quarter ended March 31, 2006, an increase of $147,788 or
      approximately 200%. The increase in consulting services resulted primarily
      from
      an increase in content production and programming development, which are
      primarily provided by free-lance consultants. During the quarter ended March
      31,
      2007, the Company recorded non-cash expenses for consulting services totaling
      $215,828. The non-cash expenses consisted of the value of common stock, recorded
      at fair value, issued to service providers.




14




**Rent:**





Rent
      expense was $12,652 for the quarter ended March 31, 2007 compared to $20,111
      for
      the quarter ended March 31, 2006, a decrease of $7,459 or 37%. Rent expense
      decreased for the quarter ended March 31, 2007 due to the timing of rental
      payments.





**Depreciation
      and amortization:**





Depreciation
      and amortization expense was $13,632 for the quarter ended March 31, 2007
      compared to $18,032 for the year ended December 31, 2005, a decrease of $4,400
      or approximately 24%.





**Net
      Operating Loss:**





Net
      operating loss for the quarter ended March 31, 2007 was $392,862 or
      approximately ($0.02) per share compared to a net operating loss of $353,071
      for
      the quarter ended March 31, 2006, or approximately ($0.02) per share, an
      increase of $39,791 or 11% as a result of the Company's increased content
      production and programming development.





**Net
      Loss:**





The
      net
      loss for the quarter ended March 31, 2007 was $415,759, compared to a net loss
      of $353,711 for the quarter ended March 31, 2006, an increase in net loss of
      $62,048. Net loss increased primarily as a result of the Company's increased
      content production and programming development.





**SUBSEQUENT
      EVENTS**





Stock
      issuances





In
      April,
      the Company issued or authorized the issuance of 552,500 shares to consultants
      and other service providers for services performed and to be performed. As
      of
      May 10, 2007, 150,000 of these shares have not been issued.





In
      April,
      the Company sold 134,000 shares of common stock, and warrants to purchase
      another 134,000 shares at $0.25 per share, to two accredited investors for
      an
      aggregate purchase price of $20,100.





On
      April
      3, 2007, the Company authorized the issuance of 100,000 shares of common stock
      to a Director for services performed.





On
      April
      3, 2007, the Company authorized the issuance of a total of 35,000 shares of
      common stock to four different employees as a bonus for services
      performed.





Stock
      Options





In
      April
      2007, the Company granted options exercisable for 1,010,000 shares of the
      Company’s common stock at exercise prices ranging from $0.25 to $0.30 per share
      to consultants and other service providers for services rendered. The options
      are exercisable for three or four years.





On
      April
      16, 2007, the Company granted 50,000 cashless stock options to a Director for
      services rendered. The options are exercisable until April 16, 2010 at an
      exercise price of $0.30 per share.




Distribution
        Agreement
  In
          April
          2007, the Company entered into a one-year distribution agreement with
          TIVO, which will provide the Company with a minimum of 585,000 set top
          boxes to deliver the Company’s programming. Any revenue to be received by the
          Company will be from sales of advertising.




15




**LIQUIDITY
      AND CAPITAL RESOURCES**




The
      following table summarizes total assets, accumulated deficit, stockholders’
equity and working capital at March 31, 2007 compared to March 31,
      2006.





**March
                31, 2007**
            
            **March
                31, 2006**Total
                Assets
            
            $
            60,490
            
            $
            279,529Accumulated
                (Deficit)
            
            $
            (13,737,542
            )
            $
            (11,521,034
            )Stockholders’
                Equity
            
            $
            60,490
            
            $
            279,529Working
                Capital (Deficit)
            
            $
            (663,803
            )
            $
            (247,325
            )





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, 2007, we had a negative working capital position of
      approximately $663,803. 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 fiscal 2007. In the quarter ended March
      31,
      2007, the Company issued 1,097,430 shares valued at $310,578 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 fiscal 2007.





***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.





***Going
      concern***





Our
      financial statements are prepared using the generally accepted accounting
      principles applicable to a going concern, which contemplates the realization
      of
      assets and liquidation of liabilities in the normal course of business. However,
      we have incurred recurring net losses of $2,154,460 in 2006 and $415,759 in
      the
      quarter ended March 31, 2007, and we have an accumulated deficit of $13,737,542
      and a working capital deficit of $663,803 as of March 31, 2007. In order to
      obtain the necessary capital, we will need to raise additional funds. There
      are
      no assurances that we will be successful in raising additional capital, without
      which it would be unlikely for us to continue as a going concern.




16




The
      financial statements include adjustments that might result from the outcome
      of
      any uncertainty as to the Company’s ability to continue as a going concern. The
      financial statements do not include any adjustments relating to the
      recoverability and classification of recorded asset amounts, or amounts and
      classifications of liabilities that might be necessary should the Company be
      unable to continue as a going concern.




**Critical
      Accounting Policies and Estimates**





Use
      of
      estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amount of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.





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.





Network
      revenue consists of monthly stage rentals, advertising sales, sponsorships,
      content licensing, and Pay Per view 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, Sponsorship revenues are recognized when
      an
      entity sponsors the production of a show or specific content. Pay Per View
      revenues will be recognized when a viewer purchases the event to watch or
      participate in a live or pre taped television or web event. Content licensing
      is
      recognized when a customer purchases the right to use the company’s content in a
      specific market or on a specific platform.





Cash
      and cash equivalents





The
      Company maintains a cash balances in interest and non-interest-bearing accounts,
      which do not currently exceed federally insured limits. For the purpose of
      the
      statements of cash flows, all highly liquid investments with an original
      maturity of three months or less are considered to be cash
      equivalents.





Income
      taxes





The
      Company 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. The Company provides
      a
      valuation allowance for deferred tax assets for which it does not consider
      realization of such assets to be more likely than not.





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 Company adopted SFAS No. 123 (R) during the fourth quarter
      of
      2005. Stock issued for services and compensation totaled $980,588 and $2,580,910
      for the years ended December 31, 2006 and 2005, respectively.




17




Recently
      Issued Accounting Pronouncements





In
      May
      2005, the FASB issued SFAS No. 154, “Accounting Changes and Error
      Corrections” (“SFAS No. 154”) which supersedes APB Opinion No. 20,
“Accounting Changes” and SFAS No. 3 “Reporting Accounting Changes in
      Interim Financial Statements”. SFAS No. 154 changes the requirements for
      accounting for and reporting of changes in accounting principle. The statement
      requires the retroactive application to prior periods’ financial statements of
      changes in accounting principles, unless it is impracticable to determine either
      the period specific effects or the cumulative effect of the change. SFAS
      No. 154 does not change the guidance for reporting the correction of an
      error in previously issued financial statements or the change in an accounting
      estimate. SFAS No. 154 is effective for accounting changes and corrections
      of errors made in fiscal years beginning after December 15, 2005. The
      Company does not believe SFAS No. 154 will have an immediate significant
      impact on its financial position or results of operations.




18




**FACTORS
      THAT MAY AFFECT OUR RESULTS OF OPERATION**





**Risks
      Associated With Our Business and Marketplace**





**We
      have incurred substantial losses and expect to continue to incur losses for
      the
      foreseeable future.**





For
      the
      last two fiscal years ended December 31, 2006 and 2005, we sustained net losses
      of $2,154,460 and $3,469,568, respectively. At March 31, 2007 we had a working
      capital deficit of $663,803. Capital requirements have been and will continue
      to
      be significant, and our cash requirements have exceeded cash flow from
      operations since inception. We are in need of additional capital to continue
      our
      operations and have been dependent on the proceeds of private placements of
      our
      securities to satisfy working capital requirements. We will continue to be
      dependent upon the proceeds of future offerings or to fund development of
      products, short-term working capital requirements, marketing activities and
      to
      continue implementing the current business strategy. There can be no assurance
      that we will be able to raise the necessary capital to continue
      operations.





**We
      will 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 not sufficient to fund our
      operations through fiscal 2007. These continuing losses may be greater than
      current levels. If our revenues do not increase substantially or if our expenses
      exceed our expectations, we may never become profitable. Even if we do achieve
      profitability, we may not sustain profitability on a quarterly or annual basis
      in the future.





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.





**Our
      internal controls may be inadequate, which could cause our financial reporting
      to be unreliable and lead to misinformation being disseminated to the public.**





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting. As defined in Exchange Act Rule 13a-15(f),
      internal control over financial reporting is a process designed by, or under
      the
      supervision of, the principal executive and principal financial officer and
      effected by the board of directors, management and other personnel, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles and includes those policies and
      procedures that: (i) pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of the
      assets of the Company; (ii) provide reasonable assurance that transactions
      are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that receipts
      and
      expenditures of the Company are being made only in accordance with
      authorizations of management and directors of the Company, and (iii) provide
      reasonable assurance regarding prevention or timely detection of unauthorized
      acquisition, use or disposition of the Company’ assets that could have a
      material effect on the financial statements.





We
      have a
      limited number of personnel that are required to perform various roles and
      duties. Furthermore, we have one individual, our CEO, who is responsible for
      monitoring and ensuring compliance with our internal control procedures. As
      a
      result, our internal controls may be inadequate or ineffective, which could
      cause our financial reporting to be unreliable and lead to misinformation being
      disseminated to the public. Investors relying upon this misinformation may
      make
      an uninformed investment decision.




19




**Our
      business is speculative, among other reasons, because our revenues are derived
      from the acceptance of our programming. Predicting what type of programming
      will
      be popular is difficult and our failure to develop appealing programming could
      materially adversely affect our business.**





Our
      programming is the key to our success. It represents the catalyst for generating
      our revenues, and is subject to a number of uncertainties. Our success depends
      on the quality of our programming and the quality of other programming released
      into marketplace at or near the same time as ours, the availability of
      alternative forms of entertainment and leisure time activities, general economic
      conditions and other tangible and intangible factors, all of which can change
      and cannot be predicted with certainty. There can be no assurance that our
      current or future programming will appeal to consumer or persons who would
      pay
      to broadcast it. Any failure to develop appealing programming would materially
      and adversely affect our business, results of operations and financial
      condition.





**We
      will rely on a number of third parties, and such reliance exposes us to a number
      of risks.**





Our
      operations depend on a number of third parties. We have limited control over
      these third parties and will most likely not have long-term agreements with
      many
      of them. We rely upon a number of third parties to carry our programming, and
      we
      will need to expand in the future the number of third parties doing this on
      our
      behalf. There can be no assurance that existing such agreements will not be
      terminated or that they will be renewed in the future on terms acceptable to
      us,
      or that we will be able to enter into additional such agreements. Our inability
      to preserve and expand the channels for distributing our programming would
      likely materially adversely affect our business, results of operations and
      financial condition.





We
      also
      will rely on a variety of technology that we will license from third parties.
      Our loss of or inability to maintain or obtain upgrades to any of these
      technology licenses could result in delays. These delays could materially
      adversely affect our business, results of operations and financial condition,
      until equivalent technology could be identified, licensed or developed and
      integrated. Moreover, we occasionally use third parties in connection with
      our
      production work and work on our website. In addition, we do not own a gateway
      onto the Internet. Instead, we now and presumably always will rely on a network
      operating center to connect our website to the Internet. Overall, our inability
      to maintain satisfactory relationships with the requisite third parties on
      acceptable commercial terms, or the failure of such third parties to maintain
      the quality of services they provide at a satisfactory standard, could
      materially adversely affect our business, results of operations and financial
      condition.





**The
      current change in our business focus presents a number of challenges and may
      not
      prove to be successful or allow for us to become profitable.**





Historically,
      we have distributed our programming by means of multiple platforms including
      television syndication, DVD sales, our website, and our proprietary 24-hour
      private network inside Las Vegas and Atlantic City gaming hotels. We recently
      decided to change our focus and broaden our distribution channels. In 2006,
      we
      broadened our operations and begun to focus on distributing our programming
      through a new Broadband Network, and through cable television, broadcast and
      satellite television, Video On Demand, Pay-Per-View, DVD distribution. This
      change in focus is expected to increase our costs, to require the additional
      financing being sought hereby, and to affect our financial model in terms of
      margins, cash flow requirements, and other areas. We have an extremely limited
      history with respect to the direction our business is now taking. There can
      be
      no assurance that we will be able to succeed in implementing our strategy,
      or
      that we will be able to achieve positive cash flow or profitable operations
      as a
      result of these changes in our business.





**We
      may be adversely affected by changing consumer preferences.**





Gambling
      appears to have become more accepted by and popular with many more persons
      in
      recent years. However, the gambling industry is subject to shifting consumer
      preferences and perceptions. A dramatic shift in consumer acceptance or interest
      in gaming could materially adversely affect us.




20




**Risk
      Factors Relating to Our Common Stock**





**If
      we fail to remain current on our reporting requirements, we could be removed
      from the OTC Bulletin Board which would limit the ability of broker-dealers
      to
      sell our securities and the ability of stockholders to sell their securities
      in
      the secondary market.**





Companies
      trading on the OTC Bulletin Board, such as us, must be reporting issuers under
      Section 12 of the Securities Exchange Act of 1934, as amended, and must be
      current in their reports under Section 13, in order to maintain price quotation
      privileges on the OTC Bulletin Board. More specifically, NASD has enacted Rule
      6530, which determines eligibility of issuers quoted on the OTC Bulletin Board
      by requiring an issuer to be current in its filings with the Commission.
      Pursuant to Rule 6530(e), if we file our reports late with the Commission three
      times in a two-year period or our securities are removed from the OTC Bulletin
      Board for failure to timely file twice in a two-year period then we will be
      ineligible for quotation on the OTC Bulletin Board. Our quarterly reports for
      the periods ended June 30, 2006 and September 30, 2006 were considered late
      as
      we were unable to meet the filing grace period as defined under Rule 12b-25.
      Therefore, if we have one more late filing within the next two years we will
      be
      in jeopardy of losing our eligibility for quotation on the OTC Bulletin Board,
      which could severely adversely affect the market liquidity for our securities
      by
      limiting the ability of broker-dealers to sell our securities and the ability
      of
      stockholders to sell their securities in the secondary market.





**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 of our 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.





**NASD
      sales practice requirements may also limit a stockholder's ability to buy and
      sell our stock.**





In
      addition to the “penny stock” rules described above, the National Association of
      Securities Dealers (NASD) has adopted rules that require that in recommending
      an
      investment to a customer, a broker-dealer must have reasonable grounds for
      believing that the investment is suitable for that customer. Prior to
      recommending speculative low priced securities to their non-institutional
      customers, broker-dealers must make reasonable efforts to obtain information
      about the customer's financial status, tax status, investment objectives and
      other information. Under interpretations of these rules, the NASD believes
      that
      there is a high probability that speculative low priced securities will not
      be
      suitable for at least some customers. The NASD requirements make it more
      difficult for broker-dealers to recommend that their customers buy our common
      stock, which may limit your ability to buy and sell our stock and have an
      adverse effect on the market for our shares.




21




**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. We conducted an evaluation, with the participation
      of
      Mark Bradley, our Chief Executive Officer and Principal Accounting Officer,
      of
      the effectiveness of the design and operation of our disclosure controls and
      procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934, as amended, as of March 31, 2007, to ensure that
      information required to be disclosed by us in the reports filed or submitted
      by
      us under the Exchange Act is recorded, processed, summarized and reported,
      within the time periods specified in the Securities Exchange Commission's rules
      and forms, including to ensure that information required to be disclosed by
      us
      in the reports filed or submitted by us under the Exchange Act is accumulated
      and communicated to our management, including our principal executive and
      principal accounting officer, or persons performing similar functions, as
      appropriate to allow timely decisions regarding required disclosure. Based
      upon
      his evaluation, Mr. Bradley concluded that as of March 31, 2007, our disclosure
      controls and procedures were effective at the reasonable assurance level.





Changes
      in Internal Control over Financial Reporting





There
      were no changes in our internal control over financial reporting, as defined
      in
      Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently
      completed 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**





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
      2. Changes in Securities**





**Recent
      Sales of Unregistered Securities**





In
      April,
      2007, we authorized the issuance of 552,500 shares of our common stock to
      various consultants and other service providers as compensation for services
      provided. As of May 10, 2007, 150,000 of these shares have not been issued.





In
      April,
      the Company sold 134,000 shares of common stock, and warrants to purchase
      another 134,000 shares at $0.25 per share, to two accredited investors for
      an
      aggregate purchase price of $20,100.





On
      April
      3, 2007, the Company authorized the issuance of 100,000 shares of common stock
      to a related party for services performed.





On
      April
      3, 2007, the Company authorized the issuance of a total of 35,000 shares of
      common stock to four different employees as a bonus for services
      performed.





We
      believe that the issuance of all the shares described above was exempt from
      the
      registration and prospectus delivery requirements of the Securities Act of
      1933
      by virtue of Section 4(2). The shares were issued directly by the Company and
      did not involve a public offering or general solicitation. Each
      individual/entity was afforded an opportunity for effective access to files
      and
      records of the Company that contained the relevant information needed to make
      its investment decision, including the financial statements and Exchange Act
      reports. We reasonably believe that the individuals/entities immediately prior
      to issuing the shares, had such knowledge and experience in financial and
      business matters that they were capable of evaluating the merits and risks
      of
      their investment. Additionally, the individuals/entities had the opportunity
      to
      speak with our management on several occasions prior to its investment decision.




22




Stock
      Options





In
      April
      2007, the Company granted options exercisable for 1,010,000 shares of the
      Company’s common stock at exercise prices ranging from $0.25 to $0.30 per share
      to consultants and other service providers for services rendered. The options
      are exercisable for three or four years.





On
      April
      16, 2007, the Company granted an option exercisable for 50,000 shares of the
      Company’s common stock to a Director for services rendered. The options are
      exercisable until April 16, 2010 at an exercise price of $0.30 per
      share.





We
      believe that the issuance of all the options described above was exempt from
      the
      registration and prospectus delivery requirements of the Securities Act of
      1933
      by virtue of Section 4(2). The options were issued directly by the Company
      and
      did not involve a public offering or general solicitation. Each individual
      was
      afforded an opportunity for effective access to files and records of the Company
      that contained the relevant information needed to make their investment
      decision, including the financial statements and Exchange Act reports. We
      reasonably believe that the individuals immediately prior to issuing the
      options, had such knowledge and experience in financial and business matters
      that they were capable of evaluating the merits and risks of their investment.
      Additionally, the individuals had the opportunity to speak with our management
      on several occasions prior to its investment decision.




**Item
      5. Other Information**


During
        January of 2007 the Company entered into an agreement with High Speed Motor
        Sports Inc. to co-develop existing video footage involving Vintage Drag Racing.
        Pursuant to the agreement, High Speed Motor Sports is obligated to contribute
        $45,000 toward development costs and the Company is obligated to contribute
        development services. In addition, the two companies will share equally in
        any
        proceeds from future sales, or television revenues. High Speed Motor Sports
        paid
        $22,500 to Players Network on January 23, 2007 to fund the project. The Company
        has recorded the funds received to date as a liability until development
        is
        completed.




**Item
      6. Exhibits**





31.
            Certification
                of Mark Bradley, CEO and Principal Accounting Officer pursuant to
                Section
                302 of the Sarbanes-Oxley Act





32.
            Certification
                of Mark Bradley, CEO and Principal Accounting Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act




23


**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.





PLAYERS
      NETWORK


(Registrant)








By:
      /s/ Mark
      Bradley


Mark
      Bradley, Chief Executive Officer


(Principal
      Executive Officer and


Principal
      Accounting Officer)


Date:
      May
      15, 2007




24