**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





FORM
      10-QSB





x QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      quarterly period ended June 30, 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 August 10,
      2007, was 27,890,662 shares.





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





**PART
      1 - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**


**Players
      Network**


**Condensed
      Balance Sheet**


**(unaudited)**





**June
                30,****2007****Assets**Current
                assets:Cash
            
            $
            1,771Accounts
                receivable, net of allowance of $32,947
            
            
            14,402Prepaid
                expenses
            
            
            7,500Total
                current assets
            
            
            23,673Fixed
                assets net of accumulated depreciation pf $508,176
            
            
            43,537Total
                assets
            
            $
            67,210**Liabilities
                and Stockholders’ (Deficit)**Current
                liabilities:Accounts
                payable
            
            $
            374,965Accrued
                expenses
            
            
            77,744Deferred
                revenue
            
            
            40,000Accrued
                salaries - related party
            
            
            151,200Current
                portion of long-term debt
            
            
            12,500Total
                current liabilities
            
            
            656,409Long
                term debt
            
            
            455,000Stockholders’
                (deficit)Preferred
                stock, $0.001 par value, 23,000,000 shares authorized; no shares
                issued
                and outstanding
            
            
            -Preferred
                Series “A” stock, $0.001 par value, 2,000,000 authorized; 500,000
                authorized and un-issued
            
            
            500Common
                stock, $0.001 par value, 150,000,000 shares authorized; 26,366,662
                shares
                issued and outstanding
            
            
            26,367Additional
                paid in capital
            
            
            13,363,291Unamortized
                stock based compensation
            
            
            (66,306
            )Unamortized
                beneficial conversion of long term debt
            
            
            (112,289
            )Accumulated
                (deficit)
            
            
            (14,255,762
            )Total
                stockholders’ (deficit)
            
            
            (1,044,199
            )Total
                liabilities and stockholders’ (deficit)
            
            $
            67,210





**The
      accompanying notes are an integral part of these condensed financial
      statements**


1


**Players
      Network**


**Condensed
      Statements of Operations**


**(unaudited)**





For the three months ended
              June 30,
            
            For the six months ended
              June 30,2007
            
            2006
            
            2007
            
            2006Revenue:Network
            
            $
            331
            
            $
            5,860
            
            $
            16,725
            
            $
            21,010Advertising
            
            
            223
            
            
            -
            
            
            1,234
            
            
            -Production
                and other
            
            
            63,287
            
            
            30,300
            
            
            132,447
            
            
            88,910Total
                revenue
            
            
            63,841
            
            
            36,160
            
            
            150,406
            
            
            109,920Expenses:Direct
                operating costs
            
            
            70,614
            
            
            13,935
            
            
            103,880
            
            
            92,113General
                and administrative
            
            
            140,462
            
            
            142,744
            
            
            245,577
            
            
            272,396Salaries,
                Officers’
            
            
            175,000
            
            
            75,000
            
            
            250,000
            
            
            150,000Salaries
                and wages
            
            
            28,400
            
            
            77,067
            
            
            46,954
            
            
            109,506Consulting
                services
            
            
            170,328
            
            
            109,382
            
            
            297,494
            
            
            237,109Consulting
                services - related party
            
            
            19,648
            
            
            95,034
            
            
            113,690
            
            
            145,702Rent
                expense
            
            
            19,304
            
            
            17,318
            
            
            31,956
            
            
            37,429Depreciation
                and amortization
            
            
            9,303
            
            
            9,231
            
            
            22,935
            
            
            27,263Total
                expenses
            
            
            633,059
            
            
            539,711
            
            
            1,112,486
            
            
            1,071,518Net
                operating (loss)
            
            
            (569,218
            )
            
            (503,551
            )
            
            (962,080
            )
            
            (961,598
            )Other
                income (expense):Interest
                expense
            
            
            (18,925
            )
            
            (54,650
            )
            
            (18,925
            )
            
            (72,433
            )Gain
                (loss) on debt settlement
            
            
            74,610
            
            
            (31,000
            )
            
            74,610
            
            
            (31,000
            )Financing
                costs
            
            
            (4,687
            )
            
            (43,783
            )
            
            (27,584
            )
            
            (43,783
            )Total
                other income (expense)
            
            
            50,998
            
            
            (129,433
            )
            
            28,101
            
            
            (147,216
            )Net
                (loss)
            
            $
            (518,220
            )
            $
            (632,984
            )
            $
            (933,979
            )
            $
            (1,108,814
            )Weighted
                average number ofCommon
                shares outstanding – basic and fully diluted
            
            
            25,409,927
            
            
            19,770,476
            
            
            24,501,957
            
            
            19,676,751Net
                (loss) per share – basic and fully diluted
            
            $
            (0.02
            )
            $
            (0.03
            )
            $
            (0.04
            )
            $
            (0.06
            )





**The
      accompanying notes are an integral part of these condensed financial
      statements**


2





**Players
      Network**


**Condensed
      Statements of Cash Flows**


**(unaudited)**




**For the Six Months Ended****June
                30,****2007**
            
            **2006****Cash
                flows from operating activities**Net
                (loss)
            
            $
            (933,979
            )
            $
            (1,108,814
            )Adjustments
                  to reconcile net (loss) to net cash used in operating
                  activitiesGain
                on debt settlements
            
            
            (74,610
            )
            
            -Bad
                debts
            
            
            -
            
            
            30,000Depreciation
                and amortization
            
            
            22,935
            
            
            27,263Stock
                issued for services
            
            
            301,516
            
            
            291,471Stock
                issued for services, related party
            
            
            42,900
            
            
            43,783Stock
                issued for salaries, related party
            
            
            214,829
            
            
            77,500Options
                and warrants issued for services
            
            
            210,425
            
            
            68,202Amortization
                of warrants
            
            
            54,179
            
            
            -Amortization
                of beneficial conversion
            
            
            27,584
            
            
            70,143Decrease
                (increase) in assets:Accounts
                receivable
            
            
            (10,152
            )
            
            (23,876
            )Prepaid
                expenses and other current assets
            
            
            (5,635
            )
            
            13,783Increase
                (decrease) in liabilities:Accounts
                payable
            
            
            (47,261
            )
            
            12,274Accrued
                expenses
            
            
            56,564
            
            
            (34,731
            )Accrued
                expenses, related party
            
            
            6,369
            
            
            113,073Deferred
                revenue
            
            
            40,000
            
            
            -Net
                cash used in operating activities
            
            
            (94,336
            )
            
            (419,929
            )**Cash
                flows from financing activities**Check
                drawn in excess of available funds
            
            
            -
            
            
            21,544Proceeds
                from notes payable
            
            
            12,500
            
            
            345,000Proceeds
                from sale of common stock
            
            
            67,100
            
            
            -Net
                cash provided by financing activities
            
            
            79,600
            
            
            366,544Net
                (decrease) in cash
            
            
            (14,736
            )
            
            (53,385
            )Cash –
                beginning
            
            
            16,507
            
            
            53,385Cash –
                ending
            
            $
            1,771
            
            $
            -Supplemental
                disclosures:Interest
                paid
            
            $
            4,245
            
            $
            78Income
                taxes paid
            
            $
            -
            
            $
            -Non-cash
                transactions:Stock
                issued for services
            
            $
            301,516
            
            $
            291,471Number
                of shares issued for services
            
            
            1,828,165
            
            
            763,000Stock
                issued for services, related party
            
            $
            42,900
            
            $
            43,783Number
                of shares issued for services, related party
            
            
            266,000
            
            
            128,773Stock
                issued for salaries - related party
            
            $
            214,829
            
            $
            77,500Number
                of shares issued for wages
            
            
            1,264,647
            
            
            516,637Stock
                options and warrants issued for services
            
            $
            210,425
            
            $
            68,202Number
                of stock options and warrants issued for services
            
            
            1,310,000
            
            
            1,010,000




**The
      accompanying notes are an integral part of these condensed financial
      statements**


3




**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, 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.





Recently
      Issued Accounting Standards


In
      September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108,
“Considering the Effects of Prior Year Misstatements when Quantifying
      Misstatements in Current Year Financial Statements” (SAB 108), to provide
      guidance on the consideration of the effects of prior year misstatements in
      quantifying current year misstatements for the purpose of a materiality
      assessment. Under SAB 108, companies should evaluate a misstatement based on
      its
      impact on the current year income statement, as well as the cumulative effect
      of
      correcting such misstatements that existed in prior years existing in the
      current year's ending balance sheet. SAB 108 will become effective for the
      Company in its fiscal year ending December 31, 2007. The Company is currently
      evaluating the impact of the provisions of SAB 108 on its financial
      statements.





In
      September 2006, the FASB issued SFAS 157, “Fair Value Measurements”. This
      statement defines fair value, establishes a framework for measuring fair value
      for both assets and liabilities through a fair value hierarchy and expands
      disclosure requirements. SFAS 157 is effective for financial statements
      issued or fiscal years beginning after November 15, 2007 and interim
      periods within those fiscal years. The Company is evaluating SFAS 157 and has
      not yet determined the impact the adoption will have on the financial
      statements.





In
      July
      2006, the Financial Accounting Standards Board (FASB) issued Interpretation
      No.
      48 (FIN 48), “Accounting for Uncertainty in Income Taxes,” an interpretation of
      FASB Statement No. 109, “Accounting for Income Taxes.”  FIN 48
      prescribes a minimum recognition threshold and measurement attribute for the
      financial statement recognition of a tax position taken or expected to be taken
      in a tax return.  FIN 48 also provides guidance on de-recognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure, and transition for tax related positions.  FIN 48 becomes
      effective for the Company on January 1, 2007.  The Company is
      evaluating the effect, if any, the adoption of FIN 48 will have on the financial
      statements and does not expect the adoption to have a material impact on the
      financial statements.




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.


4




**PLAYERS
        NETWORK**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS**
 **(UNAUDITED)**
  **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
      $14,255,762, and as of June 30, 2007, the Company’s current liabilities exceeded
      its current assets by $632,736 and its total liabilities exceeded its total
      assets by $1,044,199. 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 June 30, 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%
                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


**PLAYERS
        NETWORK**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS**
 **(UNAUDITED)**




Note 3 - Long Term Debt
      (continued)




**2007**
            
            
            **2006**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
            
            
            25,000Unsecured
                demand note due to a former Officer of the Company. The non interest
                bearing debt is expected to be repaid in the near term.
            
            
            7,500
            
            
            -Unsecured
                demand note due to an Officer of the Company. The non interest bearing
                debt is expected to be repaid in the near term.
            
            
            5,000
            
            
            -Total
                debt
            
            
            467,500
            
            
            250,000Less:
                current portion
            
            
            12,500
            
            
            -Long-term
                debt, less current portion
            
            $
            455,000
            
            $
            250,000





Accrued
      interest on the above convertible notes totaled $26,169 at June 30, 2007. As
      of
      June 30, 2007 principal and interest on the notes payable are convertible into
      2,192,165 shares of common stock.





Interest
      expense totaled $18,925 and $72,433 for the six months ended June 30, 2007
      and
      2006, respectively, of which $4,245 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 $27,584 at June 30, 2007. This amount has been included in financing
      costs expense for the six months ended, June 30, 2007.





**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


**PLAYERS
        NETWORK**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS**
 **(UNAUDITED)**




**Note
      4 – Related party transactions (continued)**





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 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
      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. The shares were
      issued on June 4, 2007.





On
      April
      16, 2007 the Company issued 50,000 shares of common to one of its directors
      for
      consulting services. The total fair value of the common stock on April 16,
      2007
      was $10,500.





On
      April
      16, 2007 the Company granted options to purchase 50,000 shares of its common
      stock to a director of the Company in exchange for services at an exercise
      price
      of $0.28 per share. The estimated value using the Black-Scholes pricing Model
      was $9,148.





On
      May 1,
      2007 a director of the Company purchased 93,333 shares of common stock at $0.15
      per share. The total fair value of the common stock on May 1, 2007 was
      $14,000.





On
      June
      18, 2007 the board of directors authorized the issuance of 250,000 shares of
      series A preferred stock to each of two of the Company’s Officers as a
      compensation bonus. The preferred shares carry preferential voting rights of
      25:1 and are convertible to common stock on a 1:1 basis. The total fair value
      of
      the common stock on June 18, 2007 was $100,000. The shares had been authorized,
      but un-issued as of June 30, 2007.





On
      June
      18, 2007 the Company issued 117,647 shares of common stock to an Officer of
      the
      Company as payment for compensation. The fair value of the common stock was
      $17,706 at the date of issuance.





On
      June
      18, 2007 the Company issued 147,000 shares of common stock to an Officer of
      the
      Company as payment for compensation. The fair value of the common stock was
      $22,124 at the date of issuance.





**Note
      5 – Stockholders’ equity**





Preferred
      stock


The
      Company designated 2,000,000 shares of its blank check preferred stock as
“Series A Preferred Stock” with 25:1 preferential voting rights and a 1:1
      conversion into common stock feature.





On
      June
      18, 2007 the board of directors authorized the issuance of 250,000 shares of
      series A preferred stock to each of two of the Company’s Officers as a
      compensation bonus. The preferred shares carry preferential voting rights of
      25:1 and are convertible to common stock on a 1:1 basis. The total fair value
      of
      the common stock on June 18, 2007 was $100,000. The shares had been authorized,
      but un-issued as of June 30, 2007.





7




**PLAYERS
        NETWORK**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS**
 **(UNAUDITED)**


**Note
      5 – Stockholders’ equity (continued)**





Common
      stock


During
      the six months ended June 30, 2007, the Company cancelled a total of 200,000
      shares of common stock to four 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 had 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 405,000
      shares of common stock to eight different consultants for services performed.
      The fair market value of the stock totaled $60,750 and had 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 had 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 had 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. (See Note 4)





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.





During
      the three months ending June 30, 2007, the Company sold 447,333 shares of common
      stock, and warrants to purchase another 447,333 shares at exercise prices
      ranging from $0.15 to $0.25 per share, to a total of six accredited investors
      for $67,100.




8




**PLAYERS
        NETWORK**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS**
 **(UNAUDITED)**


**Note
      5 – Stockholders’ equity (continued)**




During
      the three months ending June 30, 2007 the Company authorized and issued 557,500
      shares of unrestricted S-8 common stock to twelve different individuals for
      services performed. The common stock was valued at a total of
      $79,900.





During
      the three months ending June 30, 2007 the Company authorized and issued 703,882
      shares of restricted section 144, common stock to twelve different individuals
      for services performed. The common stock was valued at a total of
      $130,409.





**Note
      6 – Stock options and warrants**





Options
      and Warrants Granted





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.





On
      April
      2, 2007 the Company granted 100,000 warrants to an investor as part of a
      subscription agreement in which the investor purchased 100,000 shares of common
      stock for $15,000. The warrants are exercisable for twenty four months from
      the
      date of issuance at a strike price of $0.25 per share.





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. The estimated value using the
      Black-Scholes pricing Model was $24,119.





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. The estimated value using the Black-Scholes pricing Model
      was $6,491.





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. The estimated value using the Black-Scholes pricing Model
      was $67,521.





On
      April
      11, 2007 the Company granted 34,000 warrants to an investor as part of a
      subscription agreement in which the investor purchased 34,000 shares of common
      stock for $5,100. The warrants are exercisable for twenty four months from
      the
      date of issuance at a strike price of $0.25 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 $0.28 per share. The estimated value using the Black-Scholes pricing Model
      was $9,148.




9





**PLAYERS
        NETWORK**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS**
 **(UNAUDITED)**




**Note
      6 – Stock options and warrants (continued)**





On
      April
      16, 2007, the Company granted 300,000 stock options to a consultant for services
      rendered. The options are exercisable until May 16, 2008 at an exercise price
      of
      $0.28 per share. The estimated value using the Black-Scholes pricing Model
      was
      $41,504.





On
      April
      16, 2007 the Company granted 250,000 stock options to a consultant for services
      performed under a new communications contract. The options were earned and
      vested on June 30, 2007 and are exercisable until June 30, 2010 at an exercise
      price of $0.30 per share. The estimated value using the Black-Scholes pricing
      Model was $56,485 and is being amortized over the remaining 9 and a half month
      life of the contract.


On
      April
      16, 2007 the Company granted 50,000 stock options to a consultant as a finder’s
      fee for the communications contract. The options were earned and vested on
      June
      30, 2007 and are exercisable until June 30, 2009 at an exercise price of $0.30
      per share. The estimated value using the Black-Scholes pricing Model was $9,821
      and is being amortized over the remaining 9 and a half month life of the
      contract.





On
      April
      21, 2007 the Company granted 50,000 warrants to an investor as part of a
      subscription agreement in which the investor purchased 50,000 shares of common
      stock for $7,500. The warrants are exercisable for twenty four months from
      the
      date of issuance at a strike price of $0.25 per share.





On
      May 1,
      2007 the Company granted 93,333 warrants to an investor as part of a
      subscription agreement in which the investor purchased 93,333 shares of common
      stock for $14,000. The warrants are exercisable for twenty four months from
      the
      date of issuance at a strike price of $0.25 per share.





On
      May
      17, 2007 the Company granted 70,000 warrants to an investor as part of a
      subscription agreement in which the investor purchased 70,000 shares of common
      stock for $10,500. The warrants are exercisable for twenty four months from
      the
      date of issuance at a strike price of $0.15 per share.





On
      May
      22, 2007 the Company granted 100,000 warrants to an investor as part of a
      subscription agreement in which the investor purchased 100,000 shares of common
      stock for $15,000. The warrants are exercisable for twenty four months from
      the
      date of issuance at a strike price of $0.25 per share.





Options
      and Warrants Cancelled





During
      the three months 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
      and Warrants Expired





During
      the three months ended June 30, 2007, 576,670 options that were outstanding
      as
      of December 31, 2006 expired.  The expiration of the options had no impact
      on the current period operations.





Options
      and Warrants Exercised





No
      options were exercised during the six month period ended June 30,
      2007.




10




**PLAYERS
        NETWORK**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS**
 **(UNAUDITED)**


**Note
      6 – Stock options and warrants (continued)**





The
      following is a summary of information about the Stock Options and Warrants
      outstanding at June 30, 2007.




Sh**ares 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
            
            
            5,697,499
            
            
            1.58
                years
            
            $
            0.30
            
            
            5,697,499
            
            $
            0.30





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:





**2007**
            
            **2006**Average
                risk-free interest rates
            
            
            5.07
            %
            
            5.25
            %Average
                expected life (in years)
            
            
            2
            
            
            2Volatility
            
            
            194
            %
            
            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.





The
      weighted average fair value of options and warrants granted with exercise prices
      at the current fair value of the underlying stock during the six months ended
      June 30, 2007 was approximately $0.34 per option, or warrant.





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





**Number**
              **Of Shares**
            
            **Weighted**
              **Average**
              **Exercise**
              **Price**Balance,
                December 31, 2006
            
            
            4,411,836
            
            $
            0.32Options
                cancelled
            
            
            (200,000
            )
            
            (0.25
            )Options
                expired
            
            
            (576,670
            )
            
            (0.56
            )Options
                vested during the period
            
            
            2,062,333
            
            
            0.34Balance,
                June 30, 2007
            
            
            5,697,499
            
            
            0.30Exercisable,
                June 30, 2007
            
            
            5,697,499
            
            $
            0.30




11


**PLAYERS
          NETWORK**
 **NOTES
          TO CONDENSED FINANCIAL STATEMENTS**
 **(UNAUDITED)**




**Note
      7 – Subsequent events**





Stock
      issuances





On
      July
      20, 2007 the Company sold 1,250,000 shares of common stock, and warrants to
      purchase another 1,250,000 shares at $0.25 per share, to an accredited investor
      for $250,000.




On
      July 26, 2007 the Company issued 34,000 shares of
      restricted "144" common stock for services rendered as part of a consulting
      agreement.





On
      July
      30, 2007 the Company entered into a consulting agreement and authorized the
      issuance of 120,000 shares of restricted “144” common stock as compensation, as
      well as the authorization of an additional 120,000 shares of unrestricted “S-8”
common stock.





Stock
      Options





On
      July
      23, 2007, the Company granted 25,000 stock options to a consultant for
      commissions rendered. The options are exercisable until July 23, 2010 at an
      exercise price of $0.30 per share.





On
      July
      23, 2007, the Company granted 50,000 stock options to an employee as a bonus
      for
      services rendered. The options are exercisable until July 23, 2010 at an
      exercise price of $0.30 per share.





On
      July
      23, 2007, the Company granted 50,000 stock options to an employee as a bonus
      for
      services rendered. The options are exercisable until July 23, 2010 at an
      exercise price of $0.30 per share.





On
      July
      23, 2007, the Company granted 10,000 stock options to a consultant for services
      rendered. The options are exercisable until July 23, 2009 at an exercise price
      of $0.30 per share.





12




**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:





·
            our
                current lack of working capital;·
            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;·
            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





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.




13




**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, we’ve recently added TIVO and You Tube to our family of
      broadcast partners.





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.




14




**Results
      of operations for the three months ended June 30, 2007 and
      2006**


**For the three months ended June 30,**
              
              
              **Increase /****2007**
              
              
              **2006**
              
              
              **(Decrease)**Revenues
              
              $
              63,841
              
              $
              36,160
              
              $
              27,681Direct
                  operating costs
              
              
              70,614
              
              
              13,935
              
              
              56,679General
                  and administrative expenses
              
              
              140,462
              
              
              142,744
              
              
              (2,282
              )Salaries
                  and wages
              
              
              203,400
              
              
              152,067
              
              
              51,333Consulting
                  services
              
              
              189,976
              
              
              204,416
              
              
              (14,440
              )Rent
              
              
              19,304
              
              
              17,318
              
              
              1,986Depreciation
                  and amortization
              
              
              9,303
              
              
              9,231
              
              
              72Total
                  operating expenses
              
              
              633,059
              
              
              539,711
              
              
              93,348Net
                  operating (loss)
              
              
              (569,218
              )
              
              (503,551
              )
              
              (65,667
              )Total
                  other income (expense)
              
              
              50,998
              
              
              (129,433
              )
              
              180,431Net
                  (loss)
              
              $
              (518,220
              )
              $
              (632,984
              )
              $
              (114,764
              )




**Revenues:**


During
      the three months ended June 30, 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 June 30, 2007 increased to
      $63,841compared to $36,160 for the three months ended June 30, 2006, an increase
      of $27,681, or approximately 77%. Revenues increased due to the increase of
      production revenues generated from the distribution of our video content via
      DVD
      sales, and additional production revenues from the sale of video covering photo
      shoots and other special events.





15




**Direct
      operating costs:**


Direct
      operating costs were $70,614 for the three months ended June 30, 2007 compared
      to $13,935 for the same period in 2006, an increase of $56,679 or approximately
      400% primarily related to our increased development of video content needed
      to
      fill our programming for the additional distribution vehicles, such as, TIVO
      and
      You Tube.





**General
      and administrative:**


General
      and administrative expenses were $140,462 for the three months ended June 30,
      2007 compared to $142,744 for the three months ended June 30, 2006, a decrease
      of $2,282 or approximately 2%. General and administrative expenses were
      comprised of approximately $40,400 in professional fees, $7,300 in utilities
      expenses, $9,000 in insurance expenses, $2,600 in marketing fees, $32,200 in
      casual labor and commissions related to the sound stage rentals, $28,000 in
      payroll taxes, $1,700 in employee benefits, and approximately $19,300 related
      to
      miscellaneous office costs. Approximately 60% 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 wages expense was $203,400 for the quarter ended June 30, 2007 compared
      to
      $152,067 for the quarter ended June 30, 2006, an increase of $51,333 or
      approximately 34% was due to officer bonuses paid in preferred stock. The
      Company recorded non-cash expenses for salaries and wages of $139,829 in the
      quarter ended June 30, 2007. Non-cash expenses consisted of the value of common
      stock, recorded at fair value, issued to Mr. Bradley and Mr. Berk in the amount
      of $39,829, as well as, $100,000 of preferred stock, recorded at fair value,
      issued to Mr. Bradley and Mr. Berk.





**Consulting
      services:**


Consulting
      services expense was $189,976 for the quarter ended June 30, 2007 compared
      to
      $204,416 for the quarter ended June 30, 2006, a decrease of $14,440 or
      approximately 7%. The decrease in consulting services was primarily due to
      the
      Company’s Officers handling more of the tasks that were previously delegated to
      outside consultants. During the quarter ended June 30, 2007, the Company
      recorded non-cash expenses for consulting services totaling $170,479. The
      non-cash expenses consisted of the value of common stock, recorded at fair
      value, issued to service providers.




**Rent:**


Rent
      expense was $19,304 for the quarter ended June 30, 2007 compared to $17,318
      for
      the quarter ended June 30, 2006, an increase of $1,986 or 11%. Rent expense
      Increased for the quarter ended June 30, 2007 due to late charges and
      penalties.





**Depreciation
      and amortization:**


Depreciation
      and amortization expense was $9,303 for the quarter ended June 30, 2007 compared
      to $9,231for the six months ended June 30, 2006, a increase of $72 or
      approximately 1%.





**Net
      operating loss:**


Net
      operating loss for the quarter ended June 30, 2007 was $569,218 compared to
      a
      net operating loss of $503,551 for the quarter ended June 30, 2006, an increase
      of $65,667 or 13% as a result of the Company's increased content production
      and
      programming development, and bonuses awarded to Company Officers.





16




**Other
      income (expense):**


Other
      income (expense) consisted of $50,998 of other income for the three months
      ended
      June 30, 2007 compared to $(129,433) of other expenses for the same period
      in
      2006, an increase of $180,431 or approximately 412% primarily related to a
      gain
      on settlement of certain debts in the amount of $74,610 during 2007 compared
      to
      a loss of $31,000 recognized in 2006, and reductions in interest expense and
      financing costs related to financing activities.





**Net
      loss:**


The
      net
      loss for the quarter ended June 30, 2007 was $518,220 or approximately ($0.02)
      per share compared to a net loss of $632,984 for the quarter ended June 30,
      2006, or approximately ($0.03) per share, a decrease in net loss of $114,764.
      Net loss decreased primarily due to the debt forgiveness income of $74,610
      and
      reductions in interest expense and financing costs related to financing
      activities.





**Results
      of operations for the six months ended June 30, 2007 and June 30,
      2006**


**For the six months ended June 30,**
              
              
              **Increase
                  /****2007**
              
              
              **2006**
              
              
              **(Decrease)**Revenues
              
              $
              150,406
              
              $
              109,920
              
              $
              40,486Direct
                  operating costs
              
              
              103,880
              
              
              92,113
              
              
              11,767General
                  and administrative expenses
              
              
              245,577
              
              
              272,396
              
              
              (26,819
              )Salaries
                  and wages
              
              
              296,954
              
              
              259,506
              
              
              37,448Consulting
                  services
              
              
              411,184
              
              
              382,811
              
              
              28,373Rent
              
              
              31,956
              
              
              37,429
              
              
              (5,473
              )Depreciation
                  and amortization
              
              
              22,935
              
              
              27,263
              
              
              (4,328
              )Total
                  operating expenses
              
              
              1,112,486
              
              
              1,071,518
              
              
              40,968Net
                  operating (loss)
              
              
              (962,080
              )
              
              (961,598
              )
              
              (482
              )Total
                  other income (expense)
              
              
              28,101
              
              
              (147,216
              )
              
              175,317Net
                  (loss)
              
              $
              (933,979
              )
              $
              (1,108,814
              )
              $
              (174,835
              )




17





**Revenues:**


During
      the six months ended June 30, 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 six months ended June 30, 2007 increased to $150,406
      compared to $109,920 for the six months ended June 30, 2006, an increase of
      $40,486, or approximately 37%. Revenues increased due to the increase of
      production revenues generated from the distribution of our video content via
      DVD
      sales, and additional production revenues from the sale of video covering photo
      shoots and other special events.





**Direct
      operating costs:**


Direct
      operating costs were $103,880 for the six months ended June 30, 2007 compared
      to
      $92,113 for the same period in 2006, an increase of $11,767 or approximately
      13%
      primarily related to our increased development of video content needed to fill
      our programming for the additional distribution vehicles, such as, TIVO and
      You
      Tube.





**General
      and administrative:**


General
      and administrative expenses were $245,577 for the six months ended June 30,
      2007
      compared to $272,396
      for the six months ended June 30, 2006, a decrease of $26,819 or approximately
      10%. General and administrative expenses were comprised of approximately $75,000
      in professional fees, $15,300 in utilities expenses, $11,500 in insurance
      expenses, $3,800 in marketing fees, $54,600 in casual labor and commissions
      related to the sound stage rentals, $45,200 in payroll taxes, $4,300 in employee
      benefits, and approximately $35,900 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 $296,954 for the six months ended June 30, 2007 compared
      to
      $259,506 for the six months ended June 30, 2006, an increase of $37,448 or
      approximately 14% was due to officer bonuses paid in preferred stock. The
      Company recorded non-cash expenses for salaries and wages of $214,829 in the
      six
      months ended June 30, 2007. Non-cash expenses consisted of the value of common
      stock, recorded at fair value, issued to Mr. Bradley and Mr. Berk in the amount
      of $114,829, as well as, $100,000 of preferred stock, recorded at fair value,
      issued to Mr. Bradley and Mr. Berk.





**Consulting
      services:**


Consulting
      services expense was $411,184 for the six months ended June 30, 2007 compared
      to
      $382,811 for the six months ended June 30, 2006, an increase of $28,373 or
      approximately 7%. 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 six months ended June 30, 2007,
      the Company recorded non-cash expenses for consulting services totaling
      $344,415. The non-cash expenses consisted of the value of common stock, recorded
      at fair value, issued to service providers.




**Rent:**


Rent
      expense was $31,956 for the six months ended June 30, 2007 compared to $37,429
      for the six months ended June 30, 2006, a decrease of $5,473 or 15%. Rent
      expense decreased for the six months ended June 30, 2007 due to the timing
      of
      rental payments.





18




**Depreciation
      and amortization:**


Depreciation
      and amortization expense was $22,935 for the six months ended June 30, 2007
      compared to $27,263 for the six months ended June 30, 2006, a decrease of $4,328
      or approximately 16% due to the nature of the assets reaching the end of their
      useful lives.





**Net
      operating loss:**


Net
      operating loss for the six months ended June 30, 2007 was $962,080 compared
      to a
      net operating loss of $961,598 for the quarter ended June 30, 2006, a decrease
      of $482 or 0%.





**Other
      income (expense):**


Other
      income (expense) consisted of $28,101 of other income for the six months ended
      June 30, 2007 compared to $(147,216) of other expenses for the same period
      in
      2006, an increase of $175,317 or approximately 400% primarily related to a
      gain
      on settlement of certain debts in the amount of $74,610 during 2007 compared
      to
      a loss of $31,000 recognized in 2006, and reductions in interest expense and
      financing costs related to financing activities.





**Net
      loss:**


The
      net
      loss for the six months ended June 30, 2007 was $933,979 or approximately
      ($0.04) per share compared to a net loss of $1,108,814 for the six months ended
      June 30, 2006, or approximately ($0.06) per share, a decrease in net loss of
      $174,835. Net loss decreased primarily due to the debt forgiveness income of
      $74,610 and reductions in interest expense and financing costs related to
      financing activities.





**OPERATION
      PLAN**




During
      the next twelve months we plan to continue to focus our efforts on building
      our
      library of video content that will enable us to expand our relationships with
      existing communication companies and allow us to seek new relationships as
      well.
      We will also focus on aggressively marketing our content to secure advertising
      revenue from the growing video on demand market, and internet based vehicles,
      such as You Tube.




We
      are
      also actively pursuing new and innovative uses for our sound stage. It is our
      goal to keep the sound stage rentals at full occupancy over the next twelve
      months .





**LIQUIDITY
      AND CAPITAL RESOURCES**




The
      following table summarizes total assets, accumulated deficit, stockholders’
equity and working capital at June 30, 2007 compared to June 30,
      2006.





**June
                30,****2007**
            
            **2006**Total
                assets
            
            $
            67,210
            
            $
            45,866Accumulated
                deficit
            
            
            (14,255,762
            )
            
            (12,276,137
            )Stockholders’
                deficit
            
            
            (1,044,199
            )
            
            (663,635
            )Working
                capital deficit
            
            $
            (632,736
            )
            $
            (412,370
            )




19




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 June 30, 2007, we had a negative working capital position of
      approximately $(632,736). 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 June
      30,
      2007, the Company issued 3,709,978 shares of common stock valued at $559,245
      in
      lieu of cash payments to employees and outside consultants. The Company is
      not
      in a position currently 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 $632,984in 2006 and $518,220in the
      quarter ended June 30, 2007, and we have an accumulated deficit of
      $14,255,762and a working capital deficit of $(632,736) as of June 30, 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.




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**





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.





20




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.





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.





**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 June 30, 2007 we had a working
      capital deficit of $632,736. 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.***





21




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.





***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.





22




***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.


23


**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.


24





***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.




**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 June 30, 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 June 30, 2007, our disclosure
      controls and procedures were effective.





***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.





25




**Item
      2. Changes in Securities**


**Recent
      Sales of Unregistered Securities**





On
      July
      20, 2007 the Company sold 1,250,000 shares of common stock, and warrants to
      purchase another 1,250,000 shares at $0.25 per share, to an accredited investor
      for $250,000.





On
      July
      30, 2007 the Company entered into a consulting agreement and authorized the
      issuance of 120,000 shares of restricted “144” common stock as compensation, as
      well as the authorization of an additional 120,000 shares of unrestricted “S-8”
common stock.





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.




Stock
      Options





On
      July
      23, 2007, the Company granted 25,000 stock options to a consultant for
      commissions rendered. The options are exercisable until July 23, 2010 at an
      exercise price of $0.30 per share.





On
      July
      23, 2007, the Company granted 50,000 stock options to an employee as a bonus
      for
      services rendered. The options are exercisable until July 23, 2010 at an
      exercise price of $0.30 per share.





On
      July
      23, 2007, the Company granted 50,000 stock options to an employee as a bonus
      for
      services rendered. The options are exercisable until July 23, 2010 at an
      exercise price of $0.30 per share.





On
      July
      23, 2007, the Company granted 10,000 stock options to a consultant for services
      rendered. The options are exercisable until July 23, 2009 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.




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**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




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**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this report to be signed on its behalf by the undersigned, thereunto
      duly authorized.





PLAYERS
                NETWORK(Registrant)By:
            /s/
                Mark Bradley
              Mark
                Bradley, Chief Executive Officer(Principal
                Executive Officer andPrincipal
                Accounting Officer)Date:
                August 13, 2007




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