**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**FORM
      10-Q**





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


for
      the
      quarterly period ended June 30, 2008





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


for
      the
      transition period from ______to _________.





Commission
      file number: 000-29363





**PLAYERS
      NETWORK**


(Exact
      name of registrant as specified in its charter)





Nevada
            
            88-0343702(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (IRS
                Employer
              Identification
                No.)





4260
                Polaris Avenue
              Las
                Vegas, Nevada 89103
            
            (702)
                895-8884(Address
                of principal executive offices)
            
            (Issuer’s
                telephone number)





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   ̈





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of "large accelerated filer," "accelerated filer" and "smaller
      reporting company" in Rule 12b-2 of the Exchange Act. (Check one):




Large
                accelerated filer ̈
            
            Accelerated
                filer ̈Non-accelerated
                filer ̈
            
            Smaller
                reporting companyx




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act) Yes  ̈ No x





The
      number of shares outstanding of the Registrant’s Common Stock on August 18, 2008
      was 31,089,342.





**PLAYERS
      NETWORK**


**FORM
      10-Q**


**Quarterly
      Period Ended June 30, 2008**




**INDEX**




PageSPECIAL
                NOTE REGARDING FORWARD-LOOKING STATEMENTS
            1PART
                I. FINANCIAL INFORMATION
            2Item
                1.
            Financial
                Statements
            2Condensed
                Balance Sheets as of June 30, 2008 and December 31, 2007
            2Condensed
                Statements of Operations for Six Months ended June 30, 2008 and
                2007
            3Condensed
                Statements of Cash Flows for the Six Months ended June 30, 2008 and
                2007
            4Notes
                to the Condensed Financial Statements
            5Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            10Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk.
            15Item
                4T.
            Controls
                and Procedures
            15PART
                II. OTHER INFORMATION
            16Item
                1.
            Legal
                Proceedings
            16Item
                1A.
            Risk
                Factors
            16Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            16Item
                3.
            Defaults
                Upon Senior Securities
            16Item
                4.
            Submission
                of Matters to a Vote of Security Holders.
            16Item
                5.
            Other
                Information
            17Item
                6.
            Exhibits
            17SIGNATURES
            17







**SPECIAL
      NOTE REGARDING FORWARD—LOOKING STATEMENTS**




On
      one or
      more occasions, we may make forward-looking statements in this Quarterly Report
      on Form 10-Q regarding our assumptions, projections, expectations, targets,
      intentions or beliefs about future events. Words or phrases such as
“anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,”
“intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,”
“will continue” or similar expressions identify forward-looking statements.
      Readers are cautioned that these forward-looking statements are only predictions
      and are subject to risks, uncertainties, and assumptions that are difficult
      to
      predict, including those identified below, under “ *Part
      II — Other Information, Item 1A. Risk Factors* ”
and
      elsewhere herein. Therefore, actual results may differ materially and adversely
      from those expressed in any forward-looking statements. We undertake no
      obligation to publicly update or revise any forward-looking statements, whether
      as a result of new information, future events or otherwise. However, your
      attention is directed to any further disclosures made on related subjects in
      our
      subsequent annual and periodic reports filed with the Securities and Exchange
      Commission on Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule
      14A.




Unless
      the context requires otherwise, references to “we,” “us,” “our,” the “Company”
and “the Company” refer specifically to Players Network and our
      subsidiaries.


1


**PART
      I - FINANCIAL INFORMATION**





**Item
      1 - Financial Statements**


**PLAYERS
      NETWORK**


**CONDENSED
      BALANCE SHEETS**





June 30,
            
            December 31,2008
            
            2007(Unaudited)
            
            (Audited)**Assets**Current
                assets:Cash
            
            $
            -
            
            $
            69,959Accounts
                receivable, net of allowance for doubtful acccounts of $32,947 at
                June 30,
                2008 and December 31, 2007
            
            
            44,584
            
            
            17,852Prepaid
                expenses
            
            
            58
            
            
            11,839Total
                current assets
            
            
            44,642
            
            
            99,650Fixed
                assets, net of accumulated depreciation of $18,763 and $15,534 at
                June 30,
                2008 and December 31, 2007, respectively
            
            
            2,065
            
            
            5,294$
            46,707
            
            $
            104,944**Liabilities
                and Stockholders' Equity**Current
                liabilities:Deferred
                revenues
            
            $
            6,667
            
            $
            33,333Checks
                drawn in excess of available funds
            
            
            753
            
            
            -Accounts
                payable
            
            
            339,099
            
            
            341,675Accrued
                expenses
            
            
            348,119
            
            
            303,173Current
                maturities of long term debt
            
            
            5,000
            
            
            5,000Total
                current liabilities
            
            
            699,638
            
            
            683,181Long
                term debt, net of discount of $57,121 and $84,705 at June 30, 2008
                and
                December 31, 2007, respectively
            
            
            372,879
            
            
            345,295Stockholders'
                (deficit):Preferred
                stock, $0.001 par value, 2,000,000 shares authorized; 1,200,000 and
                800,000 shares issued and outstanding, respectively
            
            
            1,200
            
            
            800Common
                stock, $0.001 par value, 150,000,000 shares authorized; 30,389,342
                and
                29,267,569 shares issued and outstanding, respectively
            
            
            30,390
            
            
            29,267Additional
                paid-in capital
            
            
            14,501,688
            
            
            14,165,616Accumulated
                (deficit)
            
            
            (15,559,088
            )
            
            (15,119,215
            )(1,025,810
            )
            
            (923,532
            )$
            46,707
            
            $
            104,944





*The
      accompanying notes are an integral part of the financial
      statements*


2


**PLAYERS
      NETWORK**


**CONDENSED
      STATEMENTS OF OPERATIONS**


**(Unaudited)**




For the three months ended
            
            For the six months endedJune 30,
            
            June 30,2008
            
            2007
            
            2008
            
            2007RevenueNetwork
            
            $
            21,625
            
            $
            331
            
            $
            39,010
            
            $
            16,725Production
                and other
            
            
            50,893
            
            
            63,510
            
            
            156,905
            
            
            133,681Total
                revenue
            
            
            72,518
            
            
            63,841
            
            
            195,915
            
            
            150,406Expenses:Direct
                operating costs
            
            
            53,760
            
            
            70,614
            
            
            93,961
            
            
            103,880General
                and administrative
            
            
            71,111
            
            
            140,462
            
            
            190,834
            
            
            245,577Officer
                salaries
            
            
            62,454
            
            
            175,000
            
            
            184,450
            
            
            250,000Salaries
                and wages
            
            
            18,101
            
            
            28,400
            
            
            42,413
            
            
            46,954Consulting
                services
            
            
            21,757
            
            
            170,328
            
            
            118,825
            
            
            297,494Consulting
                services, related party
            
            
            -
            
            
            19,648
            
            
            26,289
            
            
            113,690Rent
            
            
            19,536
            
            
            19,304
            
            
            38,285
            
            
            31,956Depreciation
                and amortization
            
            
            1,549
            
            
            9,303
            
            
            3,229
            
            
            22,935Total
                operating expenses
            
            
            248,268
            
            
            633,059
            
            
            698,286
            
            
            1,112,486Net
                operating (loss)
            
            
            (175,750
            )
            
            (569,218
            )
            
            (502,371
            )
            
            (962,080
            )Other
                income (expense):Interest
                expense
            
            
            (7,617
            )
            
            (18,925
            )
            
            (14,624
            )
            
            (18,925
            )Gain
                on debt settlement
            
            
            18,000
            
            
            74,610
            
            
            104,706
            
            
            74,610Financing
                costs
            
            
            (13,792
            )
            
            (4,687
            )
            
            (27,584
            )
            
            (27,584
            )Total
                other income (expenses)
            
            
            (3,409
            )
            
            50,998
            
            
            62,498
            
            
            28,101Net
                (loss)
            
            $
            (179,159
            )
            $
            (518,220
            )
            $
            (439,873
            )
            $
            (933,979
            )Weighted
                  average number of common shares outstanding - basic and fully
                  diluted
            
            
            30,221,310
            
            
            25,409,927
            
            
            29,890,547
            
            
            24,501,957Net
                (loss) per share - basic & fully diluted
            
            $
            (0.01
            )
            $
            (0.02
            )
            $
            (0.01
            )
            $
            (0.04
            )




*The
      accompanying notes are an integral part of the financial
      statements*


3


**PLAYERS
      NETWORK**





**CONDENSED
      STATEMENTS OF CASH FLOWS**


**(Unaudited)**




For the six months endedJune 30,2008
            
            2007**Cash flows from operating
                activities**Net
                (loss)
            
            $
            (439,873
            )
            $
            (933,979
            )Adjustments
                to reconcile net (loss) to net cash (used in) operating
                activities:Gain
                on debt settlements
            
            
            (104,706
            )
            
            (74,610
            )Depreciation
                and amortization expense
            
            
            3,229
            
            
            22,935Stock
                issued for services
            
            
            73,450
            
            
            301,516Stock
                issued for services, related party
            
            
            97,255
            
            
            257,729Options
                issued for services
            
            
            99,405
            
            
            148,783Options
                issued for services, related party
            
            
            67,485
            
            
            61,642Amortization
                of warrants
            
            
            -
            
            
            54,179Amortization
                of beneficial conversion feature
            
            
            27,584
            
            
            27,584Decrease
                (increase) in assets:Accounts
                receivable
            
            
            (26,732
            )
            
            (10,152
            )Prepaid
                expenses
            
            
            11,781
            
            
            (5,635
            )Increase
                (decrease) in liabilities:Checks
                drawn in excess of available funds
            
            
            753
            
            
            -Deferred
                revenues
            
            
            (26,666
            )
            
            40,000Accounts
                payable
            
            
            102,130
            
            
            (47,261
            )Accrued
                expenses
            
            
            44,946
            
            
            62,933Net
                cash (used in) operating activities
            
            
            (69,959
            )
            
            (94,336
            )**Cash
                flows from financing activities**Proceeds
                from long term debt
            
            
            -
            
            
            12,500Proceeds
                from the sale of common stock
            
            
            -
            
            
            67,100Net
                cash provided by financing activities
            
            
            -
            
            
            79,600Net
                increase in cash
            
            
            (69,959
            )
            
            (14,736
            )Cash
                - beginning
            
            
            69,959
            
            
            16,507Cash
                - ending
            
            $
            -
            
            $
            1,771Supplemental
                disclosures:Interest
                paid
            
            $
            -
            
            $
            4,245Income
                taxes paid
            
            $
            -
            
            $
            -Non-cash
                transactions:Stock
                issued for services
            
            $
            73,450
            
            $
            301,516Stock
                issued for services, related party
            
            $
            97,255
            
            $
            257,729Stock
                options issued for services
            
            $
            99,405
            
            $
            148,783Stock
                options issued for services, related party
            
            $
            67,485
            
            $
            61,642





*The
      accompanying notes are an integral part of the financial
      statements*




4




**PLAYERS
      NETWORK**





**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(Unaudited)**





**Note
      1 - Basis of Presentation**





The
      interim condensed financial statements included herein, presented in accordance
      with United States generally accepted accounting principles and stated in US
      dollars, have been prepared by the Company, without audit, pursuant to the
      rules
      and regulations of the Securities and Exchange Commission. Certain information
      and footnote disclosures normally included in financial statements prepared
      in
      accordance with generally accepted accounting principles have been condensed
      or
      omitted pursuant to such rules and regulations, although the Company believes
      that the disclosures are adequate to make the information presented not
      misleading.




These
      statements reflect all adjustments, consisting of normal recurring adjustments,
      which, in the opinion of management, are necessary for fair presentation of
      the
      information contained therein. The balance sheet of the Company as of December
      31, 2007 has been derived from the audited balance sheet of the Company as
      of
      that date. It is suggested that these interim condensed financial statements
      be
      read in conjunction with the financial statements of the Company for the year
      ended December 31, 2007 and notes thereto included in the Company's 10-KSB
      annual report. The Company follows the same accounting policies in the
      preparation of interim reports.




Reclassifications


Certain
      amounts in the prior periods presented have been reclassified to conform to
      the
      current period financial statement presentation.




Results
      of operations for the interim periods are not indicative of annual results.





**Note
      2 – Going concern**





As
      shown
      in the accompanying condensed financial statements, the Company has incurred
      recurring losses from operations resulting in an accumulated deficit of
      ($15,559,088), and as of June 30, 2008, the Company’s current liabilities
      exceeded its current assets by $654,996 and its total liabilities exceeded
      its
      total assets by $1,025,810. These factors raise substantial doubt about the
      Company’s ability to continue as a going concern. Management is actively
      pursuing new ventures to increase revenues. In addition, the Company is
      currently seeking additional sources of capital to fund short term operations.
      Management believes these factors will contribute toward achieving
      profitability. The accompanying financial statements do not include any
      adjustments that might be necessary if the Company is unable to continue as
      a
      going concern.





5




**Note
      3 – Long Term Debt**





Long-term
      debt consists of the following at June 30, 2008 and December 31, 2007,
      respectively:


*2008*
              
              *2007*5%
                  unsecured convertible debentures, due in September 2009, convertible
                  into
                  333,333 shares of common stock at any time prior to maturity based
                  on a
                  conversion price of $0.15 per share. Accrued interest is convertible
                  as
                  well at a conversion price of $0.15 per share.
              
              $
              50,000
              
              $
              50,0005%
                  unsecured convertible debentures, due in August 2009, convertible
                  into
                  400,000 shares of common stock at any time prior to maturity based
                  on a
                  conversion price of $0.15 per share. Accrued interest is convertible
                  as
                  well at a conversion price of $0.15 per share.
              
              
              60,000
              
              
              60,0005%
                  unsecured convertible debentures, due in June 2009, convertible
                  into
                  200,000 shares of common stock at any time prior to maturity based
                  on a
                  conversion price of $0.15 per share. Accrued interest is convertible
                  as
                  well at a conversion price of $0.15 per share.
              
              
              30,000
              
              
              30,0005%
                  unsecured convertible debentures, due in June 2009, convertible
                  into
                  100,000 shares of common stock at any time prior to maturity based
                  on a
                  conversion price of $0.15 per share. Accrued interest is convertible
                  as
                  well at a conversion price of $0.15 per share.
              
              
              15,000
              
              
              15,0005%
                  unsecured convertible debentures, due in May 2009, convertible
                  into
                  166,667 shares of common stock at any time prior to maturity based
                  on a
                  conversion price of $0.15 per share. Accrued interest is convertible
                  as
                  well at a conversion price of $0.15 per share.
              
              
              25,000
              
              
              25,0005%
                  unsecured convertible debentures, due in March 2009, convertible
                  into
                  571,429 shares of common stock at any time prior to maturity based
                  on a
                  conversion price of $0.35 per share. Accrued interest is convertible
                  as
                  well at a conversion price of $0.35 per share.
              
              
              200,000
              
              
              200,0005%
                  unsecured convertible debentures, due in February 2009, convertible
                  into
                  71,429 shares of common stock at any time prior to maturity based
                  on a
                  conversion price of $0.35 per share. Accrued interest is convertible
                  as
                  well at a conversion price of $0.35 per share.
              
              
              25,000
              
              
              25,0005%
                  unsecured convertible debentures, due in February 2009, convertible
                  into
                  71,429 shares of common stock at any time prior to maturity based
                  on a
                  conversion price of $0.35 per share. Accrued interest is convertible
                  as
                  well at a conversion price of $0.35 per share.
              
              
              25,000
              
              
              25,000Unsecured
                  demand note due to a former Officer of the Company. The non interest
                  bearing debt is expected to be repaid in the near term.
              
              
              5,000
              
              
              5,000Total
                  debt
              
              
              435,000
              
              
              435,000Less:
                  current portion
              
              
              5,000
              
              
              5,000Long-term
                  debt, less current portion
              
              
              430,000
              
              
              430,000Less:
                  discount on beneficial conversion feature
              
              
              57,121
              
              
              84,705Long-term
                  debt, less discount on beneficial conversion feature
              
              $
              372,879
              
              $
              345,295





Future
      maturities of long-term debt are as follows as of June 30, 2008:





2008
            
            $
            5,0002009
            
            
            430,0002010
            
            
            -2011
            
            
            -Thereafter
            
            
            -$
            435,000





Accrued
      interest on the above convertible notes totaled $46,364 and $35,644 at June
      30,
      2008 and December 31, 2007, respectively. As of June 30, 2008 principal and
      interest on the notes payable are convertible into 2,112,514 shares of common
      stock.





Interest
      expense totaled $14,624 and $18,925 for the six months ended June 30, 2008
      and
      2007, respectively, of which $3,903 and $7,581, respectively was incurred from
      credit card finance charges and accounts payable finance charges.





The
      Company has recorded a beneficial conversion feature of $167,952 in connection
      with the convertible debentures. The resulting discount is being amortized
      over
      the term of the debt instruments. Amortization of the beneficial conversion
      feature was $27,584 for the six months ended June 30, 2008 and 2007. This amount
      has been included in financing costs expense for the six months ended, June
      30,
      2008 and 2007. A beneficial conversion feature is recorded as a discount on
      the
      notes payable in the amount of $57,121 and $84,705 as of June 30, 2008 and
      December 31, 2007, respectively.





6





**Note
      4 – Related party transactions**





On
      February 13, 2008 the Company issued 100,000 shares of common stock to its
      CEO
      for unpaid compensation. The total fair value of the common stock on February
      13, 2008 was $11,000.





On
      February 13, 2008 the Company issued 180,000 shares of common stock to its
      President of Programming for unpaid compensation. The total fair value of the
      common stock on February 13, 2008 was $19,800.





On
      February 13, 2008 the Company issued 100,000 shares of common to one of its
      directors for consulting services. The total fair value of the common stock
      on
      February 13, 2008 was $10,000.





On
      February 15, 2008 the Company granted cashless options to purchase 250,000
      shares of its common stock to the Company’s CEO as a bonus for services
      performed at an exercise price of $0.20 per share, exercisable over 36 months
      from the grant date. The estimated value using the Black-Scholes pricing Model
      was $23,271.





On
      February 15, 2008 the Company granted cashless options to purchase 250,000
      shares of its common stock to the Company’s President of Programming as a bonus
      for services performed at an exercise price of $0.20 per share, exercisable
      over
      36 months from the grant date. The estimated value using the Black-Scholes
      pricing Model was $23,271.





On
      February 15, 2008 the Company granted cashless options to purchase 100,000
      shares of its common stock to a director of the Company in exchange for services
      at an exercise price of $0.20 per share, exercisable over 36 months from the
      grant date. The estimated value using the Black-Scholes pricing Model was
      $9,308.





On
      February 15, 2008 the Company granted cashless options to purchase 25,000 shares
      of its common stock to each of all five of the Company’s directors in exchange
      for their services as board members. The options carry an exercise price of
      $0.20 per share, exercisable over 36 months from the grant date. The estimated
      value using the Black-Scholes pricing Model was $2,327 each.





On
      April
      29, 2008 the Company issued 200,000 shares of preferred stock to its CEO for
      unpaid compensation. The total fair value of the preferred stock on April 29,
      2008 was $18,000.





On
      April
      29, 2008 the Company issued 200,000 shares of preferred stock to its President
      of Programming for unpaid compensation. The total fair value of the preferred
      stock on April 29, 2008 was $18,000.





On
      April
      29, 2008 the Company issued 227,273 shares of common stock to its President
      of
      Programming for unpaid compensation. The total fair value of the common stock
      on
      April 29, 2008 was $20,455.





**Note
      5 – Stockholders’ equity**





On
      February 13, 2008 the Company issued 100,000 shares of common stock to its
      CEO
      for unpaid compensation. The total fair value of the common stock on February
      13, 2008 was $11,000.





On
      February 13, 2008 the Company issued 180,000 shares of common stock to its
      President of Programming for unpaid compensation. The total fair value of the
      common stock on February 13, 2008 was $19,800.





On
      February 13, 2008 the Company issued 100,000 shares of common to one of its
      directors for consulting services. The total fair value of the common stock
      on
      February 13, 2008 was $10,000.





On
      February 13, 2008, the Company issued 100,000 shares of common stock to a
      consultant for services. These shares were valued at $10,000.





On
      February 13, 2008, the Company issued 5,000 shares of common stock to a
      consultant for commissions related to the Company’s sound stage rentals. These
      shares were valued at $500.





On
      February 13, 2008, the Company issued 20,000 shares of common stock to an
      employee as a bonus for services performed. These shares were valued at
      $2,000.





7




On
      February 13, 2008, the Company issued 12,000 shares of common stock to an
      employee as a bonus for services performed. These shares were valued at
      $1,200.





On
      February 13, 2008, the Company issued a total of 27,500 shares of common stock
      to four different consultants for services. These shares were valued at
      $2,750.





On
      March
      11, 2008, the Company issued 50,000 shares of common stock to a consultant
      for
      services as part of a public relations agreement. These shares were valued
      at
      $10,000.





On
      April
      29, 2008 the Company issued 200,000 shares of preferred stock to its CEO for
      unpaid compensation. The total fair value of the preferred stock on April 29,
      2008 was $18,000.





On
      April
      29, 2008 the Company issued 200,000 shares of preferred stock to its President
      of Programming for unpaid compensation. The total fair value of the preferred
      stock on April 29, 2008 was $18,000.





On
      April
      29, 2008 the Company issued 227,273 shares of common stock to its President
      of
      Programming for unpaid compensation. The total fair value of the common stock
      on
      April 29, 2008 was $20,455.





On
      April
      29, 2008 the Company issued 300,000 shares of common stock to one of its vendors
      as partial payment on the Company’s outstanding accounts payable debt. The total
      fair value of the common stock on April 29, 2008 was $27,000. The vendor also
      agreed to forgive an additional $18,000 of accounts payable debt in accordance
      with the issuance.





**Note
      6 – Stock options and warrants**





Options
      and Warrants Granted





On
      February 15, 2008 the Company granted cashless options to purchase 250,000
      shares of its common stock to the Company’s CEO as a bonus for services
      performed at an exercise price of $0.20 per share, exercisable over 36 months
      from the grant date. The estimated value using the Black-Scholes pricing Model
      was $23,271.





On
      February 15, 2008 the Company granted cashless options to purchase 250,000
      shares of its common stock to the Company’s President of Programming as a bonus
      for services performed at an exercise price of $0.20 per share, exercisable
      over
      36 months from the grant date. The estimated value using the Black-Scholes
      pricing Model was $23,271.





On
      February 15, 2008 the Company granted cashless options to purchase 100,000
      shares of its common stock to a director of the Company in exchange for services
      at an exercise price of $0.20 per share, exercisable over 36 months from the
      grant date. The estimated value using the Black-Scholes pricing Model was
      $9,308.





On
      February 15, 2008 the Company granted 100,000 stock options to a consultant
      for
      services as part of a 30 day public relations agreement at an exercise price
      of
      $0.20 per share, exercisable over 36 months from the grant date. The estimated
      value using the Black-Scholes pricing Model was $9,308 and will be amortized
      as
      the services are performed. The Company expensed $4,654 in the six months ending
      June 30, 2008.





On
      February 15, 2008 the Company granted 100,000 stock options to a consultant
      for
      services rendered at an exercise price of $0.20 per share, exercisable over
      36
      months from the grant date. The estimated value using the Black-Scholes pricing
      Model was $9,308.





On
      February 15, 2008 the Company granted 150,000 stock options to a consultant
      for
      services rendered at an exercise price of $0.20 per share, exercisable over
      12
      months from the grant date. The estimated value using the Black-Scholes pricing
      Model was $8,597.





On
      February 15, 2008 the Company granted 50,000 stock options to a consultant
      for
      services rendered at an exercise price of $0.20 per share, exercisable over
      12
      months from the grant date. The estimated value using the Black-Scholes pricing
      Model was $2,866.





On
      February 15, 2008 the Company granted cashless options to purchase 25,000 shares
      of its common stock to each of all five of the Company’s directors in exchange
      for their services as board members. The options carry an exercise price of
      $0.20 per share, exercisable over 36 months from the grant date. The estimated
      value using the Black-Scholes pricing Model was $2,327 each.





8




Options
      and Warrants Cancelled





None.





Options
      and Warrants Expired





During
      the three months ended March 31, 2008, 20,000 options that were outstanding
      as
      of December 31, 2007 expired. The expiration of the options had no impact on
      the
      current period operations.





During
      the three months ended June 30, 2008, 1,812,500 options that were outstanding
      as
      of December 31, 2007 expired. The expiration of the options had no impact on
      the
      current period operations.





Options
      and Warrants Exercised





No
      options were exercised during the six month period ending June 30,
      2008.





The
      following is a summary of information about the Stock Options and Warrants
      outstanding at June 30, 2008.




**Shares
                Underlying****Shares
                Underlying Options and Warrants Outstanding**
            
            **Options
                and Warrants Exercisable****Weighted****Shares**
            
            **Average**
            
            **Weighted**
            
            **Shares**
            
            **Weighted****Underlying**
            
            **Remaining**
            
            **Average**
            
            **Underlying**
            
            **Average****Range
                of**
            
            **Options**
            
            **Contractual**
            
            **Exercise**
            
            **Options**
            
            **Exercise****Exercise Prices**
            
            **Outstanding**
            
            **Life**
            
            **Price**
            
            **Exercisable**
            
            **Price**$
            0.15
                - 0.50
            
            
            8,068,999
            
            2.99
                years
            
            $
            0.27
            
            
            8,068,999
            
            $
            0.27





The
      fair
      value of each option and warrant grant are estimated on the date of grant using
      the Black-Scholes option pricing model with the following weighted-average
      assumptions used for grants under the fixed option plan:





**2008**
            
            **2007**Average
                risk-free interest rates
            
            
            2.02
            %
            
            5.07
            %Average
                expected life (in years)
            
            
            2
            
            
            2Average
                Volatility
            
            
            180
            %
            
            194
            %





The
      Black-Scholes option valuation model was developed for use in estimating the
      fair value of short-term traded options that have no vesting restrictions and
      are fully transferable. In addition, option valuation models require the input
      of highly subjective assumptions including expected stock price volatility.
      Because the Company’s employee stock options have characteristics significantly
      different from those of traded options and because changes in the subjective
      input assumptions can materially affect the fair value estimate, in management’s
      opinion the existing models do not necessarily provide a reliable single measure
      of the fair value of its employee stock options. During 2008 and 2007, there
      were no options granted with an exercise price below the fair value of the
      underlying stock at the grant date.





The
      weighted average fair value of options and warrants granted with exercise prices
      at the current fair value of the underlying stock during the six months ending
      June 30, 2008 was approximately $0.20 per option, or warrant.





9




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





**Weighted****Average****Number**
            
            **Exercise****Of
                Shares**
            
            **Price**Balance,
                December 31, 2007
            
            
            8,776,499
            
            $
            0.29Options
                cancelled
            
            
            -0-
            
            
            -0-Options
                expired
            
            
            (1,832,500
            )
            
            (0.32
            )Options
                vested during the period
            
            
            1,125,000
            
            
            0.20Balance,
                June 30, 2008
            
            
            8,068,999
            
            
            0.28Exercisable,
                June 30, 2008
            
            
            8,068,999
            
            $
            0.28





**Note
      7 – Subsequent events**





Stock
      issuances





On
      July
      16, 2008 the Company issued 200,000 shares of common stock to a law firm for
      professional services rendered. The total fair value of the common stock on
      July
      16, 2008 was $10,000.





On
      July
      16, 2008 the Company issued 250,000 shares of common stock to a consultant
      for
      services rendered. The total fair value of the common stock on July 16, 2008
      was
      $12,500.





On
      July
      16, 2008 the Company issued 250,000 shares of common stock to a consultant
      for
      services rendered. The total fair value of the common stock on July 16, 2008
      was
      $12,500.





**Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of
      Operations.**





**Overview
      and Outlook**




Players
      Network was incorporated in the State of Nevada in March of 1993. Players
      Network is a global media and entertainment company engaged in the development,
      production, distribution and marketing of television programs and internet
      broadcasting about the Las Vegas and Gaming Lifestyles, and other related
      entertainment themes.





With
      an
      emphasis on unique, high-quality programming that captures the excitement,
      passion, enjoyment, sex appeal, entertainment, information, celebrity, and
      the
      non-stop adrenaline rush of the Las Vegas Gaming Lifestyle, Players Network’s
      content goes beyond poker, casino action, sports betting, and racing, to
      lifestyle programs about entertainment and fine living, attracting the young
      and
      the sophisticated viewers who view digital content most.





Much
      of
      Players Network’s programming is educational, involving experts helping viewers
      become smarter gaming consumers, so when they visit a casino they have the
      best
      chance possible to win. Many shows are celebrity driven, since so many
      celebrities in movies and music, TV and sports come to Las Vegas to
      play.





Players
      Network programming is conceived and produced to create successful advertising,
      cross-promotional and marketing opportunities for distributors and sponsors
      by
      engaging this highly targeted, desirable audience in programming that excites
      them.




In
      2007
      the Company brought on it first major sponsor IGT, who sponsored an original
      television series “Winner and Jackpots”. The Company expects the sponsorship to
      continue through 2008. The sponsorship included an initial deposit and a per
      show production fee. The Company also engaged an advertising agency to act
      as
      the Company’s representative to mainstream sponsors to assist the Company in
      creating advertising revenues. The Company signed distribution agreements with
      Telco and satellite giants AT&T and Verizon pursuant to which the Company’s
      content will be distributed over these companies’ IPTV platforms. The Company
      also signed agreements with Direct TV and EchoStar to deliver Players Network
      branded VOD channels. Management believes that the addition of these new
      distribution platforms will enable the Company to begin to generate revenues
      from advertising.




The
      Company has incurred recurring losses from operations resulting in an
      accumulated deficit of ($15,559,088), and as of June 30, 2008, the Company’s
      current liabilities exceeded its current assets by $654,996 and its total
      liabilities exceeded its total assets by $1,025,810. These factors raise
      substantial doubt about the Company’s ability to continue as a going concern. As
      we continue to expand our business and implement our business strategy, our
      current monthly cash flow requirements will exceed our near term cash flow
      from
      operations. Our available cash resources and anticipated cash flow from
      operations are insufficient to satisfy our anticipated costs associated with
      new
      product development. There can be no assurance that we will be able to generate
      sufficient cash from operations in future periods to satisfy our capital
      requirements. Therefore, we will have to continue to rely on external financing
      activities, including the sale of our equity securities, to satisfy our capital
      requirements for the foreseeable future. Due, in part, to our lack of historical
      earnings, our prior success in attracting additional funding has been limited
      to
      transactions in which our equity is used as currency. In light of the
      availability of this type of financing, and the lack of alternative proposals,
      our board of directors has determined that the continued use of our equity
      for
      these purposes may be necessary if we are to sustain operations. Equity
      financings of the type we have been required to pursue are dilutive to our
      stockholders and may adversely impact the market price for our shares. However,
      we have no commitments for borrowings or additional sales of equity, the precise
      terms upon which we may be able to attract additional funding is not known
      at
      this time, and there can be no assurance that we will be successful in
      consummating any such future financing transactions on terms satisfactory to
      us,
      or at all.




10




**Results
      of Operations for the Three Months Ended June 30, 2008 and June 30,
      2007:**


**For
                  the Three Months Ended**
                **June
                  30,**
              
              **Increase
                  /****2008**
              
              **2007**
              
              **(Decrease)**Revenues
              
              $
              72,518
              
              $
              63,841
              
              $
              8,677Direct
                  operating costs
              
              
              53,760
              
              
              70,614
              
              
              (16,854
              )General
                  and administrative
              
              
              71,111
              
              
              140,462
              
              
              (69,351
              )Salaries
                  and wages
              
              
              80,555
              
              
              203,400
              
              
              (122,845
              )Consulting
                  services
              
              
              21,757
              
              
              189,976
              
              
              (168,219
              )Rent
              
              
              19,536
              
              
              19,304
              
              
              232Depreciation
                  and amortization
              
              
              1,549
              
              
              9,303
              
              
              (7,754
              )Total
                  Operating Expenses
              
              
              248,268
              
              
              633,059
              
              
              (384,468
              )Net
                  Operating (Loss)
              
              
              (175,750
              )
              
              (569,218
              )
              
              (393,468
              )Total
                  other income (expense)
              
              
              (3,409
              )
              
              50,998
              
              
              (54,407
              )Net
                  (Loss)
              
              $
              (179,159
              )
              $
              (518,220
              )
              $
              (339,061
              )





**Revenues:**




During
      the three months ended June 30, 2008 and 2007, we received revenues primarily
      from two sources - licensing fees from our private networks, including the
      sale
      of in-home media, and advertising fees, and production revenues, which included
      fees from third party programming production and sound stage rentals. Aggregate
      revenues for the three months ended June 30, 2008 were $72,518 compared to
      revenues of $63,841 in the three months ended June 30, 2007, an increase in
      revenues of $8,677, or 14%. Revenues increased as a result of the change in
      our
      business focus away from our legacy business to our new distribution strategy.
      Our efforts to diversify our broadcast channels have begun to show rewards.
      The
      revenue stream grew with our expanded library of multimedia content, and a
      wider
      network to deliver our products. This in turn enabled us to further expand
      production revenues to new customers.




**Direct
      Operating Costs:**




Direct
      operating costs were $53,760 for the three months ended June 30, 2008 compared
      to $70,614 for the three months ended June 30, 2007, a decrease of $16,854
      or
      24%. Our direct operating costs in 2008 decreased due to a temporary slow down
      in our content development. We expect to be able to support increased revenues
      in the future without a significant increase in operating costs by operating
      at
      a higher capacity within our delivery channels and plan to commit additional
      resources to content development once they become available. In 2008 we
      continued to develop and distribute our content without maximizing our sales
      potential. Direct operating costs are comprised of video production and
      distribution costs.




11




**General
      and Administrative:**




General
      and administrative expenses were $71,111 for the three months ended June 30,
      2008 compared to $140,462 for the three months ended June 30, 2007, a decrease
      of $69,351 or approximately 49%. The decrease in general and administrative
      expense for the three months ended June 30, 2008 compared to 2007 was primarily
      due to a decrease in casual labor and non-critical services. In the three months
      ending June 30, 2008 we focused heavily on cost saving measures that enabled
      us
      to continue operations in the most economical manner possible.




**Salaries
      and wages:**




Salaries
      and wage expense was $80,555 for the three months ended June 30, 2008 compared
      to $203,400 for the three months ended June 30, 2007, a decrease of $69,351
      or
      49%. The Company recorded non-cash expenses for salaries and wages totaling
      $56,455 and $139,829, during the three months ended June 30, 2008 and 2007,
      respectively. The non-cash expenses consisted of the value of common stock,
      recorded at fair value, issued to employees of $20,455 and $39,829 for the
      three
      months ended June 30, 2008 and 2007, respectively, as well as, preferred stock,
      recorded at fair value of $36,000 and $100,000 for the three months ended June
      30, 2008 and 2007, respectively. Salaries and wage expenses decreased for the
      three months ended June 30, 2008 compared to 2007 primarily because of a
      decrease in the issuance of common stock options to employees, as well as,
      the
      forgiveness of salaries earned by Officers in 2008.




**Consulting
      services:**




Consulting
      services expense was $21,757 for the three months ended June 30, 2008 compared
      to $189,976 for the three months ended June 30, 2007, a decrease of $122,845
      or
      60%. Consulting services decreased for the three months ended June 30, 2008
      compared to 2007 due to a decrease in the use of outside consultants for video
      production services in 2008. During the three months ended June 30, 2008 and
      2007, the Company recorded non-cash expenses for consulting services totaling
      $-0- and $170,479. The non-cash expenses consisted of the value of common stock
      and common stock options, recorded at fair value, issued to service
      providers.




**Rent:**




Rent
      expense was $19,536 for the three months ended June 30, 2008 compared to $19,304
      for the three months ended June 30, 2007, an increase of $232 or
      1%.




**Depreciation
      and amortization:**




Depreciation
      and amortization expense was $1,549 for the three months ended June 30, 2008
      compared to $9,303 for the three months ended June 30, 2007, a decrease of
      $7,754 or 83%. The decrease in depreciation and amortization for the three
      months ended June 30, 2008 compared to 2007 was due to the disposal of fixed
      assets no longer in service during the third quarter of 2007.




**Net
      Operating Loss:**




Net
      operating loss for the three months ended June 30, 2008 was $175,750 or ($0.01)
      per share compared to a net operating loss of $569,218 for the three months
      ended June 30, 2007, or ($0.02) per share, a decrease of $393,468 or 69%. Net
      operating loss decreased primarily as a result of our increased revenues of
      $8,677 and decreased salaries, consulting expenses and non-critical general
      and
      administrative costs in 2008 compared to 2007.




**Net
      Loss:**




The
      net
      loss for the three months ended June 30, 2008 was $179,159, compared to a net
      loss of $518,220 for the three months ended June 30, 2007, a decreased net
      loss
      of $339,061. Net loss decreased primarily as a result of our increased revenues
      of $8,677 and decreased salaries, consulting expenses and non-critical general
      and administrative costs, despite $56,610 less in debt forgiveness income in
      2008 compared to 2007.




12




**Results
      of Operations for the Six Months Ended June 30, 2008 and June 30,
      2007:**




**For the Six Months Ended**
              **June 30,**
            
            **Increase /****2008**
            
            **2007**
            
            **(Decrease)**Revenues
            
            $
            195,915
            
            $
            150,406
            
            $
            45,509Direct
                operating costs
            
            
            93,961
            
            
            103,880
            
            
            (9,919
            )General
                and administrative
            
            
            190,834
            
            
            245,577
            
            
            (54,743
            )Salaries
                and wages
            
            
            226,863
            
            
            296,954
            
            
            (70,091
            )Consulting
                services
            
            
            145,114
            
            
            411,184
            
            
            (266,070
            )Rent
            
            
            38,285
            
            
            31,956
            
            
            6,329Depreciation
                and amortization
            
            
            3,229
            
            
            22,935
            
            
            (19,706
            )Total
                Operating Expenses
            
            
            698,286
            
            
            1,112,486
            
            
            (414,200
            )Net
                Operating (Loss)
            
            
            (502,371
            )
            
            (962,080
            )
            
            (459,709
            )Total
                other income (expense)
            
            
            62,498
            
            
            28,101
            
            
            34,397Net
                (Loss)
            
            $
            (439,873
            )
            $
            (933,979
            )
            $
            (494,106
            )




**Revenues:**




During
      the six months ended June 30, 2008 and 2007, we received revenues primarily
      from
      two sources - licensing fees from our private networks, including the sale
      of
      in-home media, and advertising fees, and production revenues, which included
      fees from third party programming production and sound stage rentals. Aggregate
      revenues for the six months ended June 30, 2008 were $195,915 compared to
      revenues of $150,406, in the six months ended June 30, 2007, an increase in
      revenues of $45,509, or 30%. Revenues increased as a result of the change in
      our
      business focus away from our legacy business to our new distribution strategy.
      Our efforts to diversify our broadcast channels have begun to show rewards.
      The
      revenue stream grew with our expanded library of multimedia content, and a
      wider
      network to deliver our products. This in turn enabled us to further expand
      production revenues to new customers.




**Direct
      Operating Costs:**




Direct
      operating costs were $93,961 for the six months ended June 30, 2008 compared
      to
      $103,880 for the six months ended June 30, 2007, a decrease of $9,919 or 10%.
      Our direct operating costs in 2008 decreased due to a temporary slow down in
      our
      content development. We expect to be able to support increased revenues in
      the
      future without a significant increase in operating costs by operating at a
      higher capacity within our delivery channels and plan to commit additional
      resources to content development once they become available. In 2008 we
      continued to develop and distribute our content without maximizing our sales
      potential. Direct operating costs are comprised of video production and
      distribution costs.




**General
      and Administrative:**




General
      and administrative expenses were $190,834 for the six months ended June 30,
      2008
      compared to $245,577 for the six months ended June 30, 2007, a decrease of
      $54,743 or approximately 22%. The decrease in general and administrative expense
      for the six months ended June 30, 2008 compared to 2007 was primarily due to
      a
      decrease in casual labor and non-critical services. In the six months ending
      June 30, 2008 we focused heavily on cost saving measures that enabled us to
      continue operations in the most economical manner possible.




**Salaries
      and wages:**




Salaries
      and wage expense was $226,863 for the six months ended June 30, 2008 compared
      to
      $296,954 for the six months ended June 30, 2007, a decrease of $70,091 or 24%.
      The Company recorded non-cash expenses for salaries and wages totaling $141,651
      and $257,595, during the six months ended June 30, 2008 and 2007, respectively.
      The non-cash expenses consisted of the value of common stock, recorded at fair
      value, issued to employees of $54,455 and $114,829 for the six months ended
      June
      30, 2008 and 2007, respectively, as well as, preferred stock, recorded at fair
      value of $36,000 and $100,000, and common stock options, recorded at fair value
      of $51,196 and $42,766 for the six months ended June 30, 2008 and 2007,
      respectively. Salaries and wage expenses decreased for the six months ended
      June
      30, 2008 compared to 2007 primarily because of a decrease in the issuance of
      common stock options to employees, as well as, the forgiveness of salaries
      earned by Officers in 2008.




13




**Consulting
      services:**




Consulting
      services expense was $145,114 for the six months ended June 30, 2008 compared
      to
      $411,184 for the six months ended June 30, 2007, a decrease of $266,070 or
      65%.
      Consulting services decreased for the six months ended June 30, 2008 compared
      to
      2007 due to a decrease in the use of outside consultants for video production
      services in 2008. During the six months ended June 30, 2008 and 2007, the
      Company recorded non-cash expenses for consulting services totaling $123,357
      and
      $344,415. The non-cash expenses consisted of the value of common stock and
      common stock options, recorded at fair value, issued to service
      providers.




**Rent:**




Rent
      expense was $38,285 for the six months ended June 30, 2008 compared to $31,956
      for the six months ended June 30, 2007, an increase of $6,329 or 20%. Rent
      expense increased for the six months ended June 30, 2008 compared to 2007 due
      to
      the timing of rental payments and related adjustments.




**Depreciation
      and amortization:**




Depreciation
      and amortization expense was $3,229 for the six months ended June 30, 2008
      compared to $22,935 for the six months ended June 30, 2007, a decrease of
      $19,706 or 86%. The decrease in depreciation and amortization for the six months
      ended June 30, 2008 compared to 2007 was due to the disposal of fixed assets
      no
      longer in service during the third quarter of 2007.




**Net
      Operating Loss:**




Net
      operating loss for the six months ended June 30, 2008 was $502,371 or ($0.02)
      per share compared to a net operating loss of $962,080 for the six months ended
      June 30, 2007, or ($0.04) per share, a decrease of $459,709 or 48%. Net
      operating loss decreased primarily as a result of our increased revenues of
      $8,677 and decreased salaries, consulting expenses and non-critical general
      and
      administrative costs in 2008 compared to 2007.




**Net
      Loss:**




The
      net
      loss for the six months ended June 30, 2008 was $439,873, compared to a net
      loss
      of $933,979 for the six months ended June 30, 2007, a decreased net loss of
      $494,106 or 53%. Net loss decreased primarily as a result of our increased
      revenues of $8,677 and decreased salaries, consulting expenses and non-critical
      general and administrative costs, as well as an increase in debt forgiveness
      income of $30,096 in 2008 compared to 2007.




**LIQUIDITY
      AND CAPITAL RESOURCES**




The
      following table summarizes total assets, accumulated deficit, stockholders’
equity and working capital at June 30, 2008 compared to December 31,
      2007.




**June 30, 2008**
            
            **December 31, 2007**Total
                Assets
            
            $
            46,707
            
            $
            104,944Accumulated
                (Deficit)
            
            $
            (15,559,088
            )
            $
            (15,119,215
            )Stockholders’
                Equity
            
            $
            (1,025,810
            )
            $
            (923,532
            )Working
                Capital (Deficit)
            
            $
            (654,996
            )
            $
            (583,531
            )





Our
      principal source of operating capital has been provided from private sales
      of
      our common stock, revenues from operations, and, to a limited extent, debt
      financing. At June 30, 2008, we had a negative working capital position of
      $(654,996). As we continue the shift in our business focus and attempt to expand
      operational activities, we expect to continue to experience net negative cash
      flows from operations in amounts not now determinable, and will be required
      to
      obtain additional financing to fund operations through common stock offerings
      and debt borrowings to the extent necessary to provide working capital. We
      have
      and expect to continue to have substantial capital expenditure and working
      capital needs. We have a zero cash balance and do not now have funds sufficient
      to fund our operations at their current level for the next 12 months. We need
      to
      raise additional cash in the very near future to fund our operations and
      implement our business plan. We expect that the additional financing will (if
      available) take the form of a private placement of equity, although we may
      be
      constrained to obtain additional debt financing in lieu thereof. We are
      maintaining an on-going effort to locate sources of additional funding, without
      which we will not be able to remain a viable entity. No financing arrangements
      are currently under contract, and there are no assurances that we will be able
      to obtain adequate financing. If we are able to obtain the financing required
      to
      remain in business, eventually achieving operating profits will require
      substantially increasing revenues or drastically reducing expenses from their
      current levels or both. If we are able to obtain the required financing to
      remain in business, future operating results depend upon a number of factors
      that are outside of our control.




14




To
      conserve on the Company's capital requirements, the Company has issued shares
      in
      lieu of cash payments to employees and outside consultants, and the Company
      expects to continue this practice in 2008. In the six months ending June 30,
      2008, the Company issued 1,121,773 shares of common stock valued at $114,655,
      and 400,000 shares of preferred stock valued at $36,000, in lieu of cash
      payments to employees and outside consultants. The Company is not now in a
      position to determine an approximate number of shares that the Company may
      issue
      for the preceding purpose in the remainder of 2008.




**Item
      3. Quantitative And Qualitative Disclosures About Market
      Risks**




Not
      required.




**Item
      4T. Controls and Procedures**




**Evaluation
      of Disclosure Controls and Procedures**




The
      Company's management is responsible for establishing and maintaining a system
      of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act of 1943, as amended) that is designed to ensure that
      information required to be disclosed by the Company in the reports that the
      Company files or submits under the Exchange Act is recorded, processed,
      summarized and reported, within the time periods specified in the Commission's
      rules and forms. Disclosure controls and procedures include, without limitation,
      controls and procedures designed to ensure that information required to be
      disclosed by an issuer in the reports that it files or submits under the
      Exchange Act is accumulated and communicated to the issuer's management,
      including its principal executive officer or officers and principal financial
      officer or officers, or persons performing similar functions, as appropriate
      to
      allow timely decisions regarding required disclosure. Based upon their
      evaluation, our Chief Executive Officer and Chief Financial Officer have
      concluded that as of June 30, 2008 our disclosure controls and procedures were
      not effective.




**Changes
      in Internal Control over Financial Reporting:**




There
      were no changes in our internal control over financial reporting, other than
      those stated above, during our most recent fiscal quarter that have materially
      affected, or are reasonably likely to materially affect, our internal control
      over financial reporting.




**Remediation
      Efforts to Address Material Weakness in Internal Control over Financial
      Reporting**




Throughout
      the three months ended June 30, 2008, we began the implementation of a
      remediation plan to address the material weaknesses identified during the audit
      of our fiscal year ended December 31, 2007. The control deficiencies that gave
      rise to the material weaknesses related to the fact that our accounting
      resources did not include enough people with the detailed knowledge, experience
      and training in the selection and application of certain accounting principles
      generally accepted in the United States of America (GAAP) to meet our financial
      reporting needs. These control deficiencies contributed to material weaknesses
      in internal control with respect to segregation of duties, controls over
      financial reporting at the India subsidiary, stockholders equity and share-based
      compensation, acquisitions as well as financial statement presentation and
      disclosures. We have hired consultants with the necessary accounting knowledge,
      experience and training to meet the needs of our organization. We will continue
      to implement process changes and hire employees or consultants to address the
      material weaknesses noted in the internal controls over financial reporting
      for
      fiscal 2007. Once placed in operation for a sufficient period of time, we will
      evaluate the overall effectiveness of these new process changes to determine
      if
      they are operating effectively.




15




**Inherent
      Limitations of Internal Controls**




Our
      management, including our CEO, do not expect that our disclosure controls and
      procedures or our internal controls will prevent all error and all fraud. A
      control system, no matter how well conceived and operated, can provide only
      reasonable, not absolute, assurance that the objectives of the control system
      are met. Because of the inherent limitations in all control systems, no
      evaluation of controls can provide absolute assurance that all control issues
      and instances of fraud, if any, within the Company have been detected. These
      inherent limitations include the realities that judgments in decision-making
      can
      be faulty, and that breakdowns can occur because of a simple error or mistake.
      Additionally, controls can be circumvented by the individual acts of some
      persons, by collusion of two or more people, or by management override of the
      control. The design of any system of controls also is based in part upon certain
      assumptions about the likelihood of future events, and there can be no assurance
      that any design will succeed in achieving its stated goals under all potential
      future conditions. Over time, controls may become inadequate because of changes
      in conditions, or the degree of compliance with the policies or procedures
      may
      deteriorate. Because of the inherent limitations in a cost-effective control
      system, misstatements due to error or fraud may occur and not be
      detected.




**PART
      II OTHER INFORMATION**




**Item
      1. Legal Proceedings**




From
      time
      to time, we may become involved in various lawsuits and legal proceedings which
      arise in the ordinary course of business. However, litigation is subject to
      inherent uncertainties, and an adverse result in these or other matters may
      arise from time to time that may harm our business. We are not presently a
      party
      to any material litigation, nor to the knowledge of management is any litigation
      threatened against us, which may materially affect us.




**Item
      1A. Risk Factors**




***There
      has been no change in the Company's risk factors since the Company’s Annual
      Report on Form 10-KSB filed with SEC on April 15,
      2008.***




**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**




On
      April
      29, 2008 the Company issued 200,000 shares of preferred stock to its CEO for
      unpaid compensation. The total fair value of the preferred stock on April 29,
      2008 was $18,000.





On
      April
      29, 2008 the Company issued 200,000 shares of preferred stock to its President
      of Programming for unpaid compensation. The total fair value of the preferred
      stock on April 29, 2008 was $18,000.





On
      April
      29, 2008 the Company issued 227,273 shares of common stock to its President
      of
      Programming for unpaid compensation. The total fair value of the common stock
      on
      April 29, 2008 was $20,455.





On
      April
      29, 2008 the Company issued 300,000 shares of common stock to one of its vendors
      as partial payment on the Company’s outstanding accounts payable debt. The total
      fair value of the common stock on April 29, 2008 was $27,000. The vendor also
      agreed to forgive an additional $18,000 of accounts payable debt in accordance
      with the issuance.





On
      July
      16, 2008 the Company issued 200,000 shares of common stock to a law firm for
      professional services rendered. The total fair value of the common stock on
      July
      16, 2008 was $10,000.





On
      July
      16, 2008 the Company issued 250,000 shares of common stock to a consultant
      for
      services rendered. The total fair value of the common stock on July 16, 2008
      was
      $12,500.





On
      July
      16, 2008 the Company issued 250,000 shares of common stock to a consultant
      for
      services rendered. The total fair value of the common stock on July 16, 2008
      was
      $12,500.




**Item
      3. Defaults Upon Senior Securities**




***None***




**Item
      4. Submission of Matters to a Vote of Security Holders**




***None***




16




**Item
      5. Other Information**




***None***




**Item
      6. Exhibits**




31.1
            Certifications
                pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange
                Act
                of 1934, as amended, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.32.1
            Certifications
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.





**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto
      duly authorized.





Date:
      August 18, 2008





**Players
                Network**/s/
                Mark BradleyMark
                BradleyChief
                Executive Officer
              (Principal
                Executive Officer)




17