QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
                     TO THE 1934 ACT REPORTING REQUIREMENTS

                                 AMENDMENT NO. 2
                                   FORM 10-QSB

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE





PART I -FINANCIAL INFORMATION..................................................

Item 1.  Financial Statements..................................................

Item 2.   Management's Discussion and Analysis or Plan of Operation............


<PAGE>

In this amendment we have revised our revenue recognition policy as disclosed in
the  financial  statements  and  in the  Overview  section  of the  Management's
Discussion  and Analysis.  We have also  discussed how the company  accounts for
barter transactions in Note 2 and Note 9 of the financial  statements.  Finally,
we have  recorded  unused  magazine  advertising  rights as a separate  "prepaid
advertising" line item, rather than including them in "accounts receivable."

PART I -FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS










                                    THE PLAYERS NETWORK


                                    FINANCIAL STATEMENTS


                         THREE MONTHS ENDED MARCH 31, 2000 AND 1999





















<PAGE>





                               THE PLAYERS NETWORK

                     INDEX TO CONDENSED FINANCIAL STATEMENTS





            Condensed Balance Sheet as of March 31, 2000                     1

            Condensed Statement of Operations
                Three Months Ended March 31, 2000 and 1999                   2

            Condensed Statement of Cash Flows
                Three Months Ended March 31, 2000 and 1999                   3


            Notes to Condensed Financial Statements                       4 - 12





<PAGE>


                               THE PLAYERS NETWORK
                             CONDENSED BALANCE SHEET
                                 March 31, 2000




ASSETS                                                        estated)

     Current assets
         Cash                                                    $ 147,848
         Accounts receivable                                        81,021
         Prepaid advertising                                       182,000
         Prepaid expenses                                           77,262
                                                              -------------
            Total current assets                                   488,131

     Property and equipment - net                                  436,716

     Capitalized video production costs - net                      926,097

     Capitalized web site development costs - net                  222,975

     Intangible and other assets                                    10,392
                                                              -------------

         Total assets                                           $2,084,311
                                                              =============


LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities
         Accounts payable                                         $ 88,654
         Accrued expenses                                          207,317
         Current portion of long-term liabilities                   39,976
         Installment purchase agreement                            125,000
         Deferred revenue                                           18,000
                                                              -------------
              Total current liabilities                            478,947


     Deferred revenue                                               26,500
     Long-term liabilities, less current portion                   113,120
                                                              -------------

            Total liabilities                                      618,567
                                                              -------------

Stockholders' Equity

         Common stock, $.001 par value;
            25,000,000 shares authorized,
            8,178,081 shares issued and
            outstanding                                              8,178
         Additional paid-in capital                              5,555,812
         Accumulated deficit                                    (4,098,246)
                                                              -------------
            Stockholders' equity                                 1,465,744

                                                              -------------
         Total liabilities and stockholders' equity             $2,084,311
                                                              =============



<PAGE>




                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS




1. BASIS OF PRESENTATION

The condensed  financial  statements  included  herein 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 accordance with generally accepted  accounting  principles have been
condensed  or omitted  pursuant  to such  rules and  regulations.  However,  the
Company  believes  that the  disclosures  are  adequate to make the  information
presented not misleading.  The condensed financial  statements should be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's annual report on Form 10-SB for the year ended December 31, 1999.

The unaudited  condensed  financial  statements  included herein reflect, in the
opinion of  management,  all  adjustments  (consisting  primarily only of normal
recurring  adjustments)  necessary to present fairly the results for the interim
periods. The results of operations for the three months ended March 31, 2000 are
not necessarily  indicative of results to be expected for the entire year ending
December 31, 2000.


2. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Players Network (the "Company") was organized under the laws of the State of
Nevada  on March 16,  1993.  The  Company  is  engaged  in the  development  and
marketing of a customized, interactive,  full-service gaming television network.
In  addition,  the Company  has  developed a web site for the purpose of selling
primarily gaming supplies and  travel-related  services over the Internet.  This
web site  became  operational  during  January  2000 and  generated  advertising
revenues of approximately $49,000 during the three months ended March 31, 2000.

The Company filed a 15c2-11 with the National Association of Securities Dealers,
which became effective on March 30, 1998 and received the  stock-trading  symbol
PNTV.  The  Company's  common stock was formerly  listed on the Over the Counter
Bulletin Board, but is not currently listed.

Restatement of March 31, 2000 financial statements:
The  financial  statements  as of March 31,  2000 and for the three  months then
ended have been  restated  from those  previously  included in our Form  10QSB/A
dated May 16, 2000. The restated amounts have been prepared to recognize network
revenue on a straight  line basis  over the term of the  related  contract.  The
unaudited financial statements previously issued have been restated with revenue
being reduced by $44,500 and deferred revenue being recorded in the same amount.



<PAGE>


                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS



The effect of the restatement on the previously reported amounts is as follows:

                                              THREE MONTHS ENDED MARCH 31, 2000
                                                   As           As Previously
                                                 Restated         Reported
                                                 --------         --------

      Net income (loss)                       $     (16,290)   $   28,210
      Basic and diluted net income
           (loss) per share                          (0.002)       (0.003)

Capitalized video production costs:
Capitalized  video production costs which are expected to benefit future periods
are  capitalized  as incurred.  The individual  film forecast  method is used to
amortize these costs. Under this method,  costs accumulated in the production of
a video are amortized in the  proportion  that gross  realized  revenues bear to
management's   estimate  of  total  gross  revenues.   Amortization  expense  of
approximately $55,000 and $47,000 was charged to operations for the three months
ended  March  31,  2000 and 1999,  respectively.  Accumulated  amortization  was
approximately $360,000 and $131,000 at March 31, 2000 and 1999, respectively.

Capitalized web site development costs:
The Company has capitalized certain costs associated with the development of its
e-commerce  web site,  PLAYERSNETWORK.COM.  The  Company  follows  the  guidance
promulgated by Statement of Position 98-1,  "Accounting  for Software  Developed
for  Internal  Use,"  which  requires  that  all  costs  incurred  to  establish
technological  feasibility should be expensed as incurred.  After  technological
feasibility  was  established,  development  costs are capitalized and amortized
over the estimated useful life. Total costs  capitalized  through March 31, 2000
were  $234,300.  These costs will be amortized on a  straight-line  basis over a
period of three years. Amortization expense for the three months ended March 31,
2000 was $11,325.

Long-lived assets:
The Company makes reviews for the potential  impairment of long-lived assets and
certain identifiable intangibles, such as capitalized video production costs and
capitalized  web  site  development   costs,   whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  An impairment loss would be recognized when estimated  future cash
flows expected to result from the use of the asset and its eventual  disposition
is less than its carrying amount.  There were no impairment  losses recorded for
the three months ended March 31, 2000.

Income taxes:
The Company  applies the asset and  liability  method of  accounting  for income
taxes. Under the asset and liability method, deferred tax assets and liabilities
are  recognized  for the  estimated  future  tax  consequences  attributable  to
differences  between the financial statement carrying amounts of existing assets
and liabilities and their  respective tax bases. A valuation  allowance has been
established  until  realization  of deferred tax assets is  reasonably  assured.
Deferred tax assets and  liabilities are measured using the enacted tax rates in
effect for the year in which  those  temporary  differences  are  expected to be
recovered or settled.



<PAGE>


                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS



Basic and diluted loss per share:
The basic loss per share is computed by  dividing  the net loss by the  weighted
average  number of common shares  outstanding  for the period.  Diluted loss per
share is the same as basic  loss per  share  because  the  assumed  exercise  of
potential common stock would have an anti-dilutive effect.

Barter transactions:
The Company accounts for barter transactions, where advertising is both rendered
and received, in accordance with EITF 99-17,  "Accounting for Advertising Barter
Transactions", which requires the recognition of revenue and expense only if the
fair value of the advertising or services provided is determinable  based on the
Company's   experience  in  receiving  cash  or  other   consideration   readily
convertible  to cash.  The Company  accounts  for other barter  transactions  in
accordance with eitf 93-11,  "Accounting for Barter Transaction Involving Barter
Credits",  and APB No. 29,  "Accounting  for  Nonmonetary  Transactions",  which
require  that  the fair  value of the  nonmonetary  asset  exchanged  be used in
recording the nonmonetary transactions.

Revenue recognition:
Network revenue  consists of initial,  subscription  and renewal  revenues.  The
Company adopted the revenue recognition policy to comply fully with the guidance
in SAB 101, by recognizing  network  revenue on a  straight-line  basis over the
contractual  term.  Deferred initial and subscription fees were $44,500 at March
31, 2000, of which $18,000 was current.  Advertising  revenue is recognized when
advertisements  are  aired.  Production  and  other  revenues  consist  of video
production, stage rental and other production-related revenues. Video production
revenue is  recognized  when video  production  is completed and accepted by the
customer.  The stage rental and other production  revenue is recognized when the
stage rental period has expired.

Advertising costs:
The  Company's  policy  is to  expense  advertising  costs as a period  expense.
Advertising  costs of $61,500 and $14,600 were charged to operations  during the
three months ended March 31, 2000 and 1999, respectively.

Stock-based compensation:
The Company has adopted Statement of Financial Accounting Standard No. 123 (SFAS
123),  "Accounting for Stock-Based  Compensation".  In accordance with SFAS 123,
the Company records  stock-based  compensation for stock  instruments  issued to
nonemployees  in exchange for goods or services based on the fair value of goods
and services  received or the fair value of stock instruments  surrendered.  The
Company measures  compensation expense for its stock-based employee compensation
plans using the intrinsic value method prescribed by APB No. 25, "Accounting for
Stock Issued to Employees".



<PAGE>


                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS



Segment reporting:
During the three months ended March 31, 2000, the Company  adopted  Statement of
Financial  Accounting  Standards  No.  131,  "Disclosures  about  Segments of an
Enterprise and Related  Information" (SFAS No. 131). This statement  establishes
standards for the reporting of information  about  operating  segments in annual
and  interim  financial  statements  and  requires  restatement  of  prior  year
information.  Operating  segments are defined as components of an enterprise for
which separate financial information is available that is evaluated regularly by
the chief operating  decision maker(s) in deciding how to allocate resources and
in assessing performance.  SFAS No. 131 also requires disclosures about products
and services, geographic areas and major customers. The adoption of SFAS No. 131
did not affect  results of operations  or financial  position but did affect the
disclosure of segment information, as presented in Note 11.

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


3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

               Studio equipment                         $       59,171
               Furniture and equipment                          63,720
               Video equipment                                 405,578
               Work in process                                  21,359
                                                        --------------

                  Total cost

               Accumulated depreciation                       (113,112)
                                                        --------------

               Net book value                           $      436,716
                                                        ==============

Work in process consists of the construction  cost of a video production  booth,
which will be completed in the year 2000.

The cost of equipment held under capital  leases  totaled  $143,645 at March 31,
2000. The related accumulated depreciation was $19,140 at March 31, 2000.

Depreciation  expense  charged to operations was $9,940 and $9,346 for the three
months ended March 31, 2000 and 1999, respectively.



<PAGE>


                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS




4. NOTES PAYABLE, STOCKHOLDERS

Notes payable to the  president of $160,397 at December 31, 1999 were  converted
to 542,634  common  shares in January 2000 based on the fair market value of the
stock.


5. LONG-TERM LIABILITIES

The Company has the following long-term liabilities:

         Capital  lease  obligation  payable to Advanta  Business
         Services,  collateralized  by specified video equipment,
         payable  in  monthly   installments  of  $228  including
         interest at 24.84%.                                        $      4,696

         Capital lease  obligation  payable to Granite  Financial
         Services,  collateralized  by specified video equipment,
         payable  in  monthly   installments  of  $661  including
         interest at 18.39%.                                              13,181

         Equipment  loan payable to Granite  Financial  Services,
         collateralized by specified video equipment,  payable in
         monthly  installments  of $1,022  including  interest at
         16.4%.                                                           31,921

         Capital lease obligation  payable to GE Capital Colonial
         Pacific  Leasing,   collateralized  by  specified  video
         equipment,  payable  in monthly  installments  of $1,340
         including interest at 17.32%.                                    43,920

         Capital  lease  obligation  payable to  FlexLease,  Inc.
         collateralized by specified studio equipment, payable in
         monthly  installments  of $1,209  including  interest at
         33.37%.                                                          26,291

         Capital  lease  obligation  payable to  Pacific  Leasing
         Corporation,    collateralized   by   specified   studio
         equipment,  payable  in monthly  installments  of $1,356
         including interest at 23.82%.                                    33,087
                                                                    ------------

                                                                    $    153,096
                                                                    ============



<PAGE>


                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS



Future minimum payments at March 31, 2000 are as follows:

        YEAR ENDING

            2001                                         $     69,801
            2002                                               69,801
            2003                                               59,243
            2004                                               17,338
                                                         ------------



            Less: amount representing interest                 63,087
                                                         ------------

                                                              153,096

            Less: current portion                              39,976
                                                         ------------

                                                         $    113,120
                                                         ============


6. STOCKHOLDERS' EQUITY

The Company  issued  1,436,830  shares of common  stock  during the three months
ended March 31, 2000, of which 852,846 shares were for $308,953 in cash,  41,350
shares for services with an estimated  value of $35,225,  and 542,634 shares for
debt totaling $160,397 (see Note 4).


7. INCOME TAXES AND DEFERRED INCOME TAXES

Income taxes and components of deferred tax assets are as follows:

                                                       2000           1999
                                                  -------------   -------------
         Deferred tax assets
            Net operating loss carryforwards      $     882,152   $     904,171
            Stock-based compensation                     40,216          24,376
                                                  -------------   -------------

                                                        922,368         928,547
            Less - Valuation allowance                 (922,368)       (928,547)
                                                  -------------   -------------

              Net deferred tax asset              $     -0-       $     -0-
                                                  =============   ==============

The Company has available  net operating  loss  carryforwards  of  approximately
$2,595,000,  which expire as follows:  2011, $1,543,000;  2012, $531,000;  2018,
$339,000 and 2019, $181,000.

For the three months ended March 31, 2000, the Company  recognized a tax benefit
of approximately $198,000 as a result of the net operating loss carryforward.




<PAGE>


                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS



8. STOCK OPTIONS AND WARRANTS

The Company has issued  stock  options and  warrants to purchase  the  Company's
common stock to officers, key employees, directors and outsiders as compensation
and for services  rendered.  The stock  options and warrants are  summarized  as
follows:

<TABLE>

                                                                      Weighted                             Weighted
                                                      Number           Average            Number            Average
                                                        of            Exercise              of             Exercise
                                                      Options           Price            Warrants            Price
                                                      -------           -----            --------            -----

<S>                                                   <C>              <C>                 <C>             <C>
Outstanding at December 31, 1999                      1,240,500        $ 1.43              590,000         $ 1.75
Issued                                                  677,500           .75                -                -
Exercised                                                 -              -                   -                -
Expired                                                (301,500)         2.50              (90,000)          2.50
Cancelled                                                 -              -                   -                -
                                                    -----------                        -----------

Outstanding at March 31, 2000                         1,616,500           .94              500,000           1.28
                                                    ===========                        ===========

Stock options exercisable at:
   March 31, 2000                                     1,616,500           .94

Warrants exercisable at:
   March 31, 2000                                                                          500,000           1.28

Summary  information about the Company's stock options and warrants  outstanding
at March 31, 2000 is as follows:


</TABLE>

                                         Outstanding and      Weighted Average
                   Weighted Average       Exercisable at     Contractual Periods
                    Exercise Price        March 31, 2000          in Years
                    --------------        --------------          --------

OPTIONS
-------
                        $   .60                  12,000             1.83
                            .75               1,311,500             1.93
                           1.75                 263,000             2.00
                           2.50                  30,000             2.00
                                          -------------

                        $   .94               1,616,500             1.94
                        =======           =============            =====

WARRANTS
--------
                        $  1.25                 150,000             2.00
                           1.50                 350,000             2.87
                                          -------------

                        $  1.43                 500,000             2.44
                        =======           =============            =====



<PAGE>


                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS



The Company  accounts  for stock  options and warrants  issued to  non-employees
under  the  fair  value  method,  pursuant  to SFAS  No.  123,  "Accounting  for
Stock-Based  Compensation".  The fair value of these stock  options and warrants
was calculated at the date of issuance using a  Black-Scholes  Option  Valuation
Model  assuming a risk-free  interest  rate of 6.22% and a volatility  factor of
expected market price of the Company's common stock of 127.06%. During the three
months  ended March 31,  2000,  the Company  issued  677,500  stock  options for
services  that expire on December 31, 2000 and carry an exercise  price of $.75.
Under the  provisions  of SFAS No. 123,  compensation  expense  arising from the
issuance  of stock  options for the  quarters  ended March 31, 2000 and 1999 was
$47,802 and $48,750,  respectively,  which was included in selling,  general and
administrative expenses.


9. BARTER TRANSACTIONS

On January 17,  2000,  the Company  entered  into an  agreement  to render video
production  services in exchange for advertising  services for $234,000.  During
the three months ended March 31, 2000,  the Company  rendered  video  production
services of $234,000, of which $52,000 was recognized as advertising expense and
the remaining balance as prepaid advertising.  The value of the video production
services  is based  on the  prevailing  rate the  Company  would  charge  to its
customers in the ordinary course of business.

In connection with two subscription agreements with hotels, the Company receives
up to $5,000 per month in complimentary room and food services. During the three
months ended March 31, 2000, the Company utilized  approximately  $4,000 in room
and food services, which is reflected in the financial statements.

The  Company  entered  into an  agreement  to render  advertising  services,  in
exchange  for  various  services.  Advertising  revenues  of  $17,000  have been
recognized and reflected in the March 31, 2000 financial statements.


10. MAJOR CUSTOMERS

Sales to three  customers were  approximately  78% of total revenues for each of
the three months ended March 31, 2000 and 1999, respectively.




<PAGE>


                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS




11. REPORTABLE SEGMENTS

The  Company  has  two  reportable  segments,  development  and  marketing  of a
customized,   interactive,    full-service   gaming   television   network   for
hotel-casinos  ("PN") and website e-commerce  ("website") business in connection
with selling  primarily  gaming  supplies and  travel-related  services over the
Internet.  The accounting policies of the segments are substantially the same as
those described in the summary of significant  accounting policies, as presented
in Note 2. All revenues generated in the segments are external.  The Company had
only one reportable  segment in 1999. The website  e-commerce  began in 2000 and
has been  operational  since January 2000.  For the three months ended March 31,
2000, the total reportable segments information is as follows:

<TABLE>


                                                            PN                Website               Total
                                                    ---------------     ---------------      ----------------
         <S>                                        <C>                 <C>                  <C>
         Reportable segments
           External revenues                        $       338,466     $        48,745      $        387,211
           Depreciation and amortization                     65,146              11,325                76,471
           Operating income                                  26,060              37,420                63,480
           Assets                                         1,861,336             222,975             2,084,311
           Capital expenditures                             245,913              99,010               344,923

</TABLE>

Products and services revenues:
The table below presents  external  revenues for groups of similar  products and
services for the three months ended March 31, 2000:

         Network                                              $       49,960
         Advertising                                                  48,745
         Production and other                                        288,506
                                                              --------------

                                                              $      387,211
                                                              ==============

Both segments of the Company are operating in and have derived their revenues in
the United States.




<PAGE>



                       THE PLAYERS NETWORK
                CONDENSED STATEMENT OF OPERATIONS
            Three Months Ended March 31, 2000 and 1999




                                                 (Restated)
                                                    2000                1999
                                                -----------         ------------

      Revenues
         Network                                  $ 49,960             $ 73,543
         Advertising                                48,745                9,104
         Production and other                      288,506               17,870
                                                -----------         ------------
             Total revenues                        387,211              100,517
                                                -----------         ------------

      Operating expenses
         Selling, general and administrative       323,731              150,457
         Depreciation and amortization              76,471               56,448
                                                -----------         ------------
             Total operating expenses              400,202              206,905
                                                -----------         ------------

      Other expenses
         Interest expense                            3,299               13,278
                                                -----------         ------------

      Net Loss                                   $ (16,290)          $ (119,666)
                                                ===========         ============

      Basic and diluted loss per share            $ (0.002)            $ (0.026)

      Weighted average shares outstanding        7,793,671            4,683,579






<PAGE>

                       THE PLAYERS NETWORK
                CONDENSED STATEMENT OF CASH FLOWS
            Three Months Ended March 31, 2000 and 1999



                                                          2000            1999
                                                       -----------      --------

Cash flows from operating activities                   $ (105,555)      $29,933

Cash flows from investing activities                      (90,518)      (35,885)

Cash flows from financing activities                      279,626         5,339
                                                       ----------       --------

Net increase (decrease) in cash                            83,553          (613)

Cash at beginning of period                                64,295         1,823

                                                       ----------       --------
Cash at end of period                                   $ 147,848       $ 1,210
                                                       ==========       ========


Supplemental cash flow information

Non-cash investing and financing activities
          Common stock issued in exchange for
            notes payable, stockholder                  $ 160,397

           Equipment acquisitions financed by
            capital leases                                103,298



<PAGE>




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



    MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION


OVERVIEW

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

         The Company has three types of revenues.  Network  revenue  consists of
initial,  subscription  and renewal  revenues.  The Company  adopted the revenue
recognition  policy to comply fully with the guidance in SAB 101, by recognizing
network revenue on a straight-line  basis over the  contractual  term.  Deferred
initial and subscription  fees were $44,500 for the three months ended March 31,
2000,  of which  $18,000 was current.  Advertising  revenue is  recognized  when
advertisements  are  aired.  Production  and  other  revenues  consist  of video
production,   stage  rentals  and  other   production-related   revenues.  Video
production revenue is recognized when video production is completed and accepted
by the  customer.  The stage rental and other  production  revenue is recognized
when the stage rental period has expired.

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

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

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

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

         The Company  had  accumulated  operating  deficits  of  $4,098,246  and
$2,973,168 as of March 31, 2000 and 1999, respectively. However, the Company had
stockholders'  equity of $1,465,744  and $504,651 as of March 31, 2000 and 1999,
respectively.


<PAGE>


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

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

         As part of the Company's  Internet  e-commerce,  the Company expects to
enter into many barter arrangements.  For the three months ended March 31, 2000,
the Company recorded  certain barter  transactions,  where  advertising was both
rendered  and  received,   in  accordance  with  EITF  99-17,   "Accounting  for
Advertising  Barter  Transactions".   The  Company  accounts  for  other  barter
transactions in accordance with EITF 93-11,  "Accounting for Barter Transactions
Involving  Barter  Credits",   and  APB  No.  29,  "Accounting  for  Nonmonetary
Transactions,"  which  require the fair value of the asset  exchanged be used in
recognizing the nonmonetary transaction. As a result of these transactions,  the
Company  recognized   approximately  $251,000  in  barter  revenue,  $52,000  in
advertising expenses, and $4,000 in travel expenses.

         Although the Company has experienced  revenue growth since implementing
its Internet e-commerce business, continued revenue growth may not be indicative
of future  operating  results and there can be no assurance that it will achieve
or maintain  profitability.  Due to these  factors,  the Company  believes  that
period-to-period  comparisons of its results of operations are not necessarily a
good indication of future performance.  The results of operations in some future
periods may be below the expectations of analysts and investors.


LIQUIDITY AND CAPITAL RESOURCES

         The Company's  principal source of operating  capital has been provided
by private sales of the Company's common stock, stockholders loans and equipment
financing  arrangements,  as well as revenues from the operations.  At March 31,
2000,  the  Company had  positive  working  capital of $9,184.  During the three
months ended March 31, 2000,  the Company  supplemented  its working  capital by
receiving cash of $308,953 from the private sale of 852,846 shares of its common
stock.

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

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


<PAGE>


         During the three  months  ended March 31,  2000,  an officer  converted
$160,397 of loans into  542,634  restricted  common  shares.  No such loans were
converted during the three months ended March 31, 1999.


RECENT EVENTS

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

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

         In December  1999,  the Company signed an agreement with Play Streaming
Media  Group,  which  agreed to  deliver  six  "GlobeCasters"  at no cost to the
Company in exchange for syndication of PLAYERS NETWORK online video content. The
Company does not have title to these "GlobeCasters", and this transaction, which
is  structured  as an operating  lease,  will be  accounted  for as bartering in
accordance  with  EITF  93-11,  "Accounting  for  Barter  Transaction  Involving
Credits",  and APB No. 29,  "Accounting  for  Nonmonetary  Transactions",  which
require  that the fair  value of the  nonmonetary  assets  exchanged  be used in
recording the nonmonetary  transaction.  The syndication of online video content
is referred to as  "V-Commerce",  which is an area of high interest  among media
companies.  This equipment enables PLAYERS NETWORK to become a 24-hour a day web
network  broadcaster.  The Company will be the first digital  network focused on
gaming  and  entertainment  content.  The  Company  anticipates  completing  the
transaction during the third quarter of year 2000.

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

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


RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2000 AND 1999

         Revenues  increased 285% from $100,517 for the three months ended March
31, 1999 to $387,211 for the three  months  ended March 31, 2000.  For the three
months ended March 31, 2000, the Company had $49,960 in Network Revenue, $48,745
in Advertising  Revenue and $288,506 in Production and Other Revenue compared to
$73,543  in  Network  Revenue,  $9,104 in  Advertising  Revenue  and  $17,870 in
Production  and Other  Revenue for the three months  ended March 31,  1999.  The
Company recorded  approximately  $251,000 in revenues from bartering  production
services and advertising spots in exchange for magazine  advertising  during the
three months ended March 31, 2000.



<PAGE>


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

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

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

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


NEW ACCOUNTING PRONOUNCEMENT

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


INFLATION

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




<PAGE>


RISK FACTORS AND CAUTIONARY STATEMENTS

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






                                   SIGNATURES

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


                                                THE PLAYERS NETWORK


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