AMENDMENT TO QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS
                 SUBJECT TO THE 1934 ACT REPORTING REQUIREMENTS
                                  FORM 10-QSB/A
                                (Amendment No. 1)
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                           For the quarterly period ended     June 30, 2001
                                                          ----------------------

[   ]    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
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        (Exact name of small business issuer as specified in its charter)

                  Nevada                               880343702
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         (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: 9,439,776 shares of common
stock, par value $.001 per share as of June 30, 2001.

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

<PAGE>

PART I

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 for hotel casinos on a private cable
channel known as "PLAYERS NETWORK." The Company also has a working sound stage
in Las Vegas which it uses for video production and which it rents to various
production companies.

         Since June 1999, the Company has pursued an Internet and broadband
strategy. The web site "PLAYERSNETWORK.COM" 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 catalogue
of gaming items including "How to Play" books and tapes, playing cards, casino
quality gaming chips, casino game table tops, casino tables and slot machines.

         The web site also provides information on almost every casino/gaming
site worldwide. 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 digital web broadcaster
featuring live and previously recorded content.

         The Company had accumulated operating deficits of $5,692,394 and
$4,627,739 as of June 30, 2001 and 2000, respectively. However, the Company had
stockholders' equity of $1,069,464 and $1,325,454 as of June 30, 2001 and 2000,
respectively.

         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 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
-------------------------------

         The Company's principal source of operating capital has been provided
by private sales of the Company's common stock, stockholder loan and equipment
financing arrangements, as well as revenues from operations. At June 30, 2001,
the Company had a working capital deficiency of approximately $267,000. However,
$40,455 are future barter obligations on the Company's web site and initial fees
in connection with the in-room television network, and $47,000 are convertible
shareholder notes. During the six months ended June 30, 2001, the Company
supplemented its working capital by receiving cash of $100,000 from the private
sale of 200,000 shares of its Common Stock.



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         In earlier periods, the Company had issued a combination of cash and
common stock and/or stock options in lieu of cash to vendors, outside
consultants for services, asset acquisitions and payment of debts. The Board of
Directors has asked the Company to reduce its reliance on the issuance of
securities for this purpose. The Company issued $5,837 in stock and options for
this purpose for the six months ended June 30, 2001 compared to $118,135 in the
six months ended June 30, 2000.

         During the six months ended June 30, 2000, an officer converted
$160,397 of loans into 542,634 restricted common shares. No such loans were
converted during the six months ended June 30, 2001.

         As part of the Company's media business, the Company expects to
continue to enter into some barter arrangements. As a result of these
transactions, the Company recognized approximately $26,000 and $271,000 in
barter revenue, $13,000 and $80,000 in advertising expenses, and $2,400 and
$17,000 in travel expenses for the six months ended June 30, 2001 and 2000,
respectively.

         Although the Company has experienced growth in revenue where cash is to
be received, this 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.

         The Company anticipates capital expenditures of less than $500,000 for
its operation 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 may 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.

         In the first quarter of 2000, two employees were hired, raising the
total to eight. At June 30, 2001, the Company had eight full-time employees.


Recent Events
-------------

         In October 2000, the Company signed an agreement with a strategic
investor, Action Gaming, Inc., who, at its discretion, can purchase the
Company's stock totaling $2,225,000 over an eighteen-month period. In October
2000, the investor completed the first tranche of financing for a total of
$250,000. In February and March 2001, the investor purchased an additional
200,000 shares of the Company's common stock for $100,000.

         In January 2001, the Company organized itself along five lines of
revenue: Paid Production Service; In-Room Television Network and Video
Syndication; Broadband and Interactive Television; Webcasting; and Stage Rental.

         In February 2001, the Company signed an agreement with British
Telecommunications PLC ("BT"), located in the United Kingdom ("UK"), to provide
gaming-centric and gaming-rich media content to BT for use with its Internet



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<PAGE>

access product and services such as narrowband, broadband and wireless services.
Under the terms of the agreement, the Company will develop and produce a UK
version of PLAYERSNETWORK.COM, offering BT "openworld" subscribers high-speed,
broadband access to the Company's gaming-related content. BT "openworld" and BT
"Internet" combined currently serve over 1.2 million subscribers in the UK.

         In May 2001, the Company signed a two-year agreement with a casino
hotel chain. The agreement calls for the Company to install its private cable
channel in seven hotels, the production of customized video, syndicating
selected videos for the customer's corporate website, the webcasting of live
events from the customer's casinos and customizing content for the customer's
in-casino plasma screens. The contract is will generate approximately $750,000
dollars in revenue over 24 months, commencing May 4, 2001.

         In July 2001, The Players Network - BT Openworld Channel became
operational.

         With existing business and new agreements in hand, the Company should
exceed the revenue of the prior year. Furthermore, the Company anticipates being
near the operating cash flow break-even point upon full implementation of the
new casino hotel agreement.


Results of Operations - Six Months Ended June 30, 2001 and 2000
---------------------------------------------------------------

         Revenues decreased 43% from approximately $506,000 for the six months
ended June 30, 2000 to $288,000 for the six months ended June 30, 2001. For the
six months ended June 30, 2001, the Company had approximately $112,000 in
Network Revenue, $29,000 in Advertising Revenue and $147,000 in Production and
Other Revenue, compared to approximately $113,000 in Network Revenue, $76,000 in
Advertising Revenue and $317,000 in Production and Other Revenue for the six
months ended June 30, 2000. Revenues, from bartering production services and
advertising spots in exchange for magazine advertising and travel expenses,
decreased from approximately $271,000 during the six months ended June 30, 2000
to $26,000 during the six months ended June 30, 2001.

         Selling, general and administrative expenses decreased 50% from
approximately $868,000 for the six months ended June 30, 2000 to $435,000 for
the six months ended June 30, 2001. The decrease in selling, general and
administrative expenses was due to decreases in consulting expenses from
approximately $303,000 to $1,000; advertising expense from $100,000 to $29,000;
legal and accounting expenses from $128,000 to $83,000 for the six months ended
June 30, 2000, compared to the six months ended June 30, 2001. Certain expenses,
primarily consulting, were paid with common stock of $95,000 and $-0- for the
six months ended June 30, 2000 and June 30, 2001, respectively.

         Stock-based compensation charged to operations was approximately $6,000
for the six months ended June 30, 2001 compared to $165,000 for the six months
ended June 30, 2000. Stock-based compensation consists of warrants and options
issued to outside service providers in lieu of cash. For the six months ended
June 30, 2000 and 2001, the Company capitalized approximately $110,000 and $-0-
in video production costs, respectively.

         Depreciation and amortization increased 50% from approximately $36,000
for the six months ended June 30, 2000 to $54,000 for the six months ended June



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<PAGE>

30, 2001. This was due to an increase in property and equipment and web site
costs during the year ended December 31, 2000.

         Interest expense increased 33% from approximately $12,000 for the six
months ended June 30, 2000 to $16,000 for the six months ended June 30, 2001,
due to an increase in the amount of lease liability incurred in the year ended
December 31, 2000.


Inflation
---------

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


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.


PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS

Exhibit Number
Page No.                  Title of Exhibit
--------                  ----------------

(3)(i)                    Articles of Incorporation of The Players Network (1)
N/A
(3)(ii)                   Bylaws of The Players Network (1)
N/A
(10)(i)                   Sublease Agreement between Players Network and Colella
N/A                       Productions, Inc. (1)
(10)(ii)                  Agreement (1)
N/A
10(iii)                   Master Services Agreement

(1)  Incorporated by reference to the exhibits filed with the Registration
Statement on Form 10-SB,  File No. 0-29363.



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                                   SIGNATURES

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


Date: January 10, 2002                             THE PLAYERS NETWORK


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



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