UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

                 For the quarterly period ended: June 30, 2004

[ ]  Transition  report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934

              For the transition period from _______ to _________

                         Commission file number: 0-29363

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

            Nevada                                        880343702
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

   4620 Polaris Avenue, Las Vegas, Nevada                      89103
   (Address of principal executive officer)                  (Zip Code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ___

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of common stock,  with par value of $0.001  outstanding  as
July 31, 2004: 13,345,682 shares

Transitional Small Business Disclosure Format (check one):  Yes ___    No X
                                                                         ---


<PAGE>



                               THE PLAYERS NETWORK
                           PERIOD ENDED JUNE 30, 2004

                                      INDEX

                                                                            PAGE
PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements                                        1

         Condensed financial statements of The Players Network:

                  Balance sheet as of June 30, 2004                           1

                  Income statements  for the six months and three
                  months ended June 30, 2004 and June 30, 2003                2

                  Statements of cash flows for the six  months
                  and three  months ended June 30, 2004 and
                  June 30, 2003                                               3

                  Notes to financial statements                               4

         Item 2.  Management's  Discussion  and  Analysis                     5

         Item 3.  Controls and Procedures                                     8

PART II. OTHER INFORMATION                                                    8

SIGNATURE                                                                    10


<PAGE>



PART I.           FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                               THE PLAYERS NETWORK
                                  BALANCE SHEET
                                  JUNE 30, 2004

ASSETS
      Current assets
          Cash                                                      $     9,909
          Accounts receivable                                            16,900
                                                                    -----------
              Total current assets                                       26,809

Property and equipment,
      net of $366,379 accumulated depreciation                          192,776
Intangible assets
      Video film library,
          net of $1,556,276 accumulated amortization                    258,187
      Trademark and other assets,
          net of $1,828 accumulated amortization                          8,574
                                                                    -----------

          Total assets                                              $   486,346
                                                                    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

      Current liabilities
          Accounts payable                                          $   209,599
          Accrued expenses                                                4,161
          Accrued expenses due to stockholders                          149,927
          Shareholder Loan                                               14,000
          Deferred revenue                                                3,600
                                                                    -----------
              Total liabilities                                         381,287


Stockholders' Equity
      Common stock, $.001 par value; 25,000,000 shares
          authorized, 12,790,892  shares issued and outstanding          12,791
      Additional paid-in capital                                      7,369,263
      Accumulated deficit                                            (7,276,995)
                                                                    -----------
          Stockholders' equity                                          105,059

                                                                    -----------
          Total liabilities and stockholders' equity                $   486,346
                                                                    ===========


                                       1
<PAGE>

                               THE PLAYERS NETWORK
                             STATEMENT OF OPERATIONS
                SIX AND THREE MONTHS ENDED JUNE 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                              For the six months ended       For the three months ended
                                            ----------------------------    ----------------------------
                                                2004            2003            2004            2003
                                            ------------    ------------    ------------    ------------
<S>                                         <C>             <C>             <C>             <C>
Revenues
      Network                               $     41,548    $    129,089    $     19,950    $     45,329
      Advertising                                 42,080          16,595          42,080           1,475
      Production and other                       246,999          15,165         215,930           4,498
                                            ------------    ------------    ------------    ------------
          Total revenues                         330,627         160,849         277,960          51,302
                                            ------------    ------------    ------------    ------------

Operating expenses
      Cost of production                         121,954          15,378         101,208           4,875
      Selling, general and administrative        312,228         331,888         136,829         148,741
      Impairment                                       0          30,894               0          30,894
      Depreciation and amortization              147,890         179,345          69,957          84,532
                                            ------------    ------------    ------------    ------------
          Total operating expenses               582,072         557,505         307,994         269,042
                                            ------------    ------------    ------------    ------------

Other expenses
      Interest expense                             3,598           6,702           2,142           3,507
      Gain on sale of assets                           0         (11,159)              0         (11,159)
      Other Income                                              (200,000)                       (200,000)
                                            ------------    ------------    ------------    ------------

Net Income (Loss)                           $   (255,043)   $   (192,199)   $    (32,176)   $    (10,088)
                                            ============    ============    ============    ============


Basic and Diluted loss per share            ($      0.02)   ($      0.01)   ($      0.00)   ($      0.00)

Weighted average shares outstanding           13,462,283      13,827,629      13,276,609      14,090,255
</TABLE>


                                        2
<PAGE>

                               THE PLAYERS NETWORK
                        CONDENSED STATEMENT OF CASH FLOWS
                SIX AND THREE MONTHS ENDED JUNE 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                      2004         2003
                                                                   ---------    ---------
<S>                                                                <C>          <C>
Cash flows from operating activities
         Net loss                                                  $(255,043)   $(192,199)
         Adjustments to reconcile net loss to
             net cash used in operating activities
             Depreciation and amortization                           147,889      179,345
             Net change in unused barter credits                       5,000
             Forfieted purchase deposit                                          (200,000)
             Impairment                                                            30,894
             Net gain on assets sold                                              (11,156)
         Net changes to:
             Accounts receivable                                      13,458       (5,800)
             Prepaid assets                                            2,559      (20,130)
             Account payable                                          35,555       (6,119)
             Accrued expenses                                           (767)       8,703
             Accrued expenses due to stockholder                      43,207       29,187
             Deferred revenue                                         (3,048)     (27,067)
                                                                   ---------    ---------
             Net cash provided by (used in) operating activities     (11,190)    (214,342)
                                                                   ---------    ---------

Cash flows used in investing activities
         Proceeds from reduction in deposits                             300        5,869
         Purchase of property and equipment                                        (4,337)
         Additions to video film library                                          (20,311)
                                                                   ---------    ---------
             Net cash used in investing activities                       300      (18,779)
                                                                   ---------    ---------

Cash flows provided by financing activities
         Advances by stockholders                                     14,000
         Sales of common stock                                                    200,300
         Proceeds from the sale of assets                                          26,500
         Payment on installment debt                                              (41,009)
                                                                   ---------    ---------
             Net cash provided in financing activities                14,000      185,791
                                                                   ---------    ---------

Net increase (decrease) in cash                                        3,110      (47,330)

Cash at beginning of period                                            6,799       79,810

                                                                   ---------    ---------
Cash at end of period                                                  9,909       32,480
                                                                   =========    =========
</TABLE>


                                           3
<PAGE>


                               THE PLAYERS NETWORK

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION

     The balance sheet of The Players  Network  (PNTV) as of June 30, 2004,  and
     the  related  statements  of  operations  and cash  flows  for the six- and
     three-month periods ended June 30, 2004 and 2003 have been prepared by PNTV
     without audit.  In the opinion of management,  the  accompanying  financial
     statements  include  all  adjustments  (consisting  of  normal,   recurring
     adjustments)  necessary to summarize fairly PNTV's  financial  position and
     results of operations.  The results of operations  for the current  periods
     are not  necessarily  indicative of the results of operations  for the full
     year or any other interim period.  Notes to the financial  statements which
     would  substantially  duplicate  the  disclosure  contained  in the audited
     financial  statements  for the most recent  fiscal year ended  December 31,
     2003 as reported in Form 10-KSB, have been omitted.

2.   CANCELLATION OF COMMON SHARES

     In April 2004, the PNTV's Board of Directors  approved the  cancellation of
     983,303  common  shares  which had been  issued  for  services  to  several
     individuals  whom  management  believes  didn't perform or render  complete
     service. This cancellation had no effect on the statement of operations.


                                       4
<PAGE>


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

Overview

We produce  television  programming and videos related to gaming instruction and
information  for hotel  casinos on a private  cable  channel  known as  "PLAYERS
NETWORK."  We also are a 24-hour  digital  web  broadcaster  featuring  live and
previously recorded content. We are actively syndicating our network programming
to Satellite broadcasters and Broadband providers.

At June 30, 2004, we had an  accumulated  operating  deficit of  $7,276,995  and
stockholders' equity of $105,059.

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

Liquidity and Capital Resources

Our principal source of operating  capital has been provided by private sales of
our common stock and stockholder loans, as well as revenues from the operations.
At June 30, 2004, we had negative working capital of $354,000, of which $150,000
is unpaid compensation to two officers.

We did have slight  revenue growth this  six-month  period,  but this may not be
indicative  of future  operating  results and there can be no assurance  that we
will achieve or maintain  profitability.  Due to these factors,  we believe that
period-to-period  comparisons of our results of operations are not necessarily a
good indication of future performance.  The results of operations in some future
periods may be below the expectations of analysts and investors.

We anticipate capital expenditures in excess of $100,000 to expand our operation
during the next twelve months.  We believe that the current cash flows generated
from its revenues will not be sufficient  to fund our  anticipated  expansion of
operations.  We may require additional funding to finance our operations through
private  sales  and  public  debt or  equity  offerings.  However,  there  is no
assurance that we can obtain such financing.

At June 30, 2004, we had two full time employees and six part time consultants.

Recent Events:

In July 2003 we signed an  agreement  with  Morningstar  Entertainment  Inc.  to
distribute  our  videos  to mass  marketers  such  as  Wal-Mart,  Rite-Aid,  and
Walgreens.  Our videos began appearing in stores across North America in January
2004.  We are quickly  approaching  the minimum  level of shipments to cover the
distributors'  costs.  We  anticipate  achieving  our first  revenues  from this
arrangement in the second half of 2004.


                                       5
<PAGE>


In March 2004, we signed a Video Production Agreement calling for the production
of 4, 30 minute videos for total revenues of $257,000. These videos will also be
saleable  through our retail  distribution  agreement.  We have completed two of
these  videos and the  remaining  two videos are in  postproduction  at July 31,
2004.

On July 31,  2004,  we signed a Service  Agreement  with two  downtown Las Vegas
hotels.

This  agreement is for a 12-month  period with a monthly  charge of $3,050.  The
owners of these  hotels own three  other  downtown  hotels and have an option to
obtain service in these other facilities.

Results of Operations - Six Months Ended June 30, 2004 and 2003

Revenues increased 104% from $161,000 for the first half of 2003 to $331,000 for
the first half of 2004.  For the first half of 2004,  we had  $41,000 in network
revenue,  $42,000 of advertising  revenue,  and $247,000 in production and other
revenue, compared to $129,000 in network revenue, $17,000 in advertising revenue
and $15,000 in  production  and other  revenue for the first half of 2003.  This
slight increase in production and advertising  revenue is in connection with our
paid  advertising  television  model.  We  believe  this  is  a  beginning  of a
substantial increase in sponsored television programming on the Dish Network and
for  non-gaming  hotel  properties.  We will continue to support and promote our
traditional  network revenue but out primary thrust is in advertiser  production
and advertising as the core to our core growth strategy.

Video production expense increased 712% to $122,000 from $15,000,  which is at a
slower rate of increase than our  production  revenues  because of better profit
margins.  Approximately  $100,000 of our cost is  attributable to the production
agreement we signed in March 2004.

Selling and  administrative  expenses  decreased 6% to $312,000  from  $331,000.
Office  salaries  decreased  $18,000,  Insurance  expense  decreased  $7,000 and
Internet  transmission  costs decreased $6,000;  while travel expenses increased
$24,000.

Depreciation and amortization decreased 18% to $148,000 from $179,000 due to our
charging off  production  for our hotel  customers  over the life of the network
agreement as video production expense and not amortizing this production.  Also,
our  "PLAYERSNETWORK.COM"  website was fully  amortized in 2003. This trend will
continue as our oldest capitalized videos are now becoming fully amortized.

Interest expense decreased 46% to $3,600 from $6,700, due to the full conversion
of notes  payable  in late  2003 and the  payoff  of all  outstanding  equipment
leases.

Critical Accounting Policies

Video Library

Our Video Library consists of over 520 completed gaming instruction  videos. For
gaming  instruction and equipment  video, we had recorded the cost of production
and  amortized the cost over the  estimated  useful life (7 years).  We amortize
hotel customer  production over the life of the hotel network  agreement,  which
usually run 24 to 36 months.  This policy  recognizes that customized  video for


                                       6
<PAGE>


hotel  customers are subject to a shorter  "shelf life" than gaming  instruction
video. We have not capitalized any video  production that meets the criterion to
be amortized  over seven years  during the fiscal  years 2002,  2003 and 2004 to
date. We review our library  catalogue  quarterly and determine which videos are
no longer of value.  At June 30, 2004, we had a net carrying value for our video
of $258,000.

Revenue Recognition

We adopted  revenue  recognition  policies to comply  fully with the guidance in
Staff   Accounting   Bulletin  No.  101,   "Revenue   Recognition  in  Financial
Statements."  Network  revenue  consists  of initial,  subscription  and renewal
revenues.  We had $3,600 in  deferred  and  unearned  revenue at June 30,  2004.
Advertising revenue is recognized when advertisements are aired.  Production and
other revenues  consist of video  production,  stage rentals and post production
revenues.  Video  production  revenue is  recognized  when video  production  is
completed  and accepted by the customer.  The stage rental and other  production
revenue is recognized when the stage rental period has expired.

Inflation

In our opinion, inflation has not had a material effect on our operations.

Risk Factors and Cautionary Statements

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


                                       7
<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

         As of the  end of the  period  covered  by  this  report,  the  Company
conducted an evaluation, under the supervision and with the participation of the
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
Company's  disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e)  under the  Securities  Exchange Act of 1934 as amended (the "Exchange
Act")).  Based  on this  evaluation,  the  Chief  Executive  Officer  and  Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures as of the end of the fiscal quarter covered by this Quarterly  Report
on Form 10-QSB are effective to ensure that information required to be disclosed
by the Company in reports  that it files or submits  under the  Exchange  Act is
recorded,  processed,  summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms. Management of the Company
has also evaluated,  with the  participation of the Chief Executive  Officer and
Chief  Financial  Officer of the Company,  any change in the Company's  internal
control over  financial  reporting (as defined in Rules  13a-15(f) and 15d-15(f)
under the Exchange Act) that occurred  during the fiscal quarter covered by this
Quarterly Report on Form 10-QSB.  There was no change in the Company's  internal
control over financial  reporting  during the Company's most recently  completed
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially  affect,  the Company's  internal  control over financial  reporting.
However,  due  to  the  limited  number  of  Company  employees  engaged  in the
authorization,  recording,  processing and reporting of  transactions,  there is
inherently a lack of segregation of duties.  The Company  periodically  assesses
the cost versus  benefit of adding the  resources  that would remedy or mitigate
this  situation  and  currently,  does not consider the benefits to outweigh the
costs of adding  additional staff in light of the limited number of transactions
related to the Company's operations.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

In July 2004, the company issued 555,000 of common shares to 3 consultants  that
have  been  working  for the  company  this  year  in the  areas  of  marketing,
productions and management advisory service capacities. The Company claims these
issuances fit within the exemption  provided by Sections 4(2) of the  Securities
Act of 1933, as amended, and the rules and regulations there under.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.


                                       8
<PAGE>


ITEM 5.  OTHER INFORMATION

In July 2004,  Stephen Grogan Chairman resigned as chairman and as a director of
the company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBITS

EXHIBIT
NUMBER
PAGE NO. TITLE OF EXHIBIT
-------- -----------------------------------------------------------------------
31.1     Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act
         of 1934.

32.1     Certification  Pursuant  to 18 U.S.C.  Section  1350,  as  pursuant  to
         Section 906 of the Sarbanes-Oxley Act of 2002.

         (b) REPORTS ON FORM 8-K

         None


                                       9
<PAGE>


                                    SIGNATURE

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

                                                 THE PLAYERS NETWORK
                                                 (Registrant)


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

                                                 By: /s/ Seth Horn
                                                   -----------------------------
                                                   Seth Horn,
                                                   Chief Financial Officer

Dated: August 23, 2004


                                       10