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

                                  FORM 10-QSB/A

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

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

                  For the quarterly period ended June 30, 2000
                                               -----------------

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

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

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

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

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

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

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
                                                                      ---  ---
                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 8,456,981 shares of common
stock, par value $.001 per share as of June 30, 2000

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

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE




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

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

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




<PAGE>

Explanatory Note:

In this amendment we have discussed how the company accounts for barter
transactions in Note 2 and Note 9 of the financial statements. We have also
revised our revenue recognition policy, as disclosed in the financial statements
and the "Overview" section of the Management's Discussion and Analysis.


PART I -FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS










                                    THE PLAYERS NETWORK


                               CONDENSED FINANCIAL STATEMENTS


                          SIX MONTHS ENDED JUNE 30, 2000 AND 1999





















<PAGE>






                               THE PLAYERS NETWORK

                     INDEX TO CONDENSED FINANCIAL STATEMENTS





         Condensed Balance Sheet as of June 30, 2000

         Condensed Statement of Operations
             For the six and three months ended June 30, 2000 and 1999

         Condensed Statement of Cash Flows
             For the six and three months ended June 30, 2000 and 1999

         Notes to Condensed Financial Statements




















<PAGE>

<TABLE>
<CAPTION>
                               THE PLAYERS NETWORK
                             CONDENSED BALANCE SHEET
                                  June 30, 2000




<S>                                                                                        <C>
ASSETS                                                                                     (Restated)

     Current assets
         Accounts receivable                                                               $ 141,276
         Prepaid  advertising                                                                140,000
         Prepaid expenses                                                                     33,087
                                                                                   ------------------
            Total current assets                                                             314,363

     Property and equipment - net                                                            459,685

     Capitalized video production costs - net                                              1,075,727

     Capitalized web site development costs - net                                            229,765

     Intangible and other assets                                                               8,724
                                                                                   ------------------

         Total assets                                                                     $2,088,264
                                                                                   ==================


LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities
         Cash overdraft                                                                      $ 9,115
         Accounts payable                                                                    249,929
         Accrued expenses                                                                    194,800
         Current portion of long-term liabilities                                             44,793
         Installment purchase agreement                                                      125,000
         Deferred revenue                                                                     18,000
                                                                                   ------------------
              Total current liabilities                                                      641,637


     Deferred revenue                                                                         22,000
     Long-term liabilities, less current portion                                              99,173
                                                                                   ------------------

            Total liabilities                                                                762,810
                                                                                   ------------------

    Stockholders' Equity

         Common stock, $.001 par value;
            25,000,000 shares authorized,
            8,328,307 shares issued and
            outstanding                                                                        8,328
         Additional paid-in capital                                                        5,944,865
         Accumulated deficit                                                              (4,627,739)
                                                                                   ------------------
            Stockholders' equity                                                           1,325,454

                                                                                   ------------------
         Total liabilities and stockholders' equity                                       $2,088,264
                                                                                   ==================
</TABLE>

<PAGE>

<TABLE>
                               THE PLAYERS NETWORK
                        CONDENSED STATEMENT OF OPERATIONS




<CAPTION>

                                                        For the Six Months Ended June 30,      For the Three Months Ended June 30,
                                                        ---------------------------------      -----------------------------------
                                                            2000               1999                2000                 1999
                                                       ---------------    ----------------    ----------------   -------------------
                                                         (Restated)                             (Restated)
     <S>                                                    <C>                 <C>                  <C>                   <C>
     Revenues
         Network                                            $ 113,270           $ 117,588            $ 63,310              $ 44,045
         Advertising                                           75,775              22,349              27,030                13,245
         Production and other                                 317,071              45,229              28,565                27,359
                                                       ---------------    ----------------    ----------------   -------------------
            Total revenues                                    506,116             185,166             118,905                84,649
                                                       ---------------    ----------------    ----------------   -------------------

     Operating expenses
         Selling, general and administrative                  868,168             263,423             544,437               163,108
         Depreciation and amortization                        172,018             166,770              95,547                60,180
                                                       ---------------    ----------------    ----------------   -------------------
            Total operating expenses                        1,040,186             430,193             639,984               223,288
                                                       ---------------    ----------------    ----------------   -------------------

     Other expenses
         Interest expense                                      11,713              26,352               8,414                13,073
                                                       ---------------    ----------------    ----------------   -------------------

     Net loss                                              $ (545,783)         $ (271,379)         $ (529,493)           $ (151,712)
                                                       ===============    ================    ================   ===================


     Basic and diluted loss per share                        $ (0.068)           $ (0.066)           $ (0.064)             $ (0.038)


     Weighted average shares outstanding                    8,021,918           4,111,329           8,245,312             4,031,975

</TABLE>

<PAGE>

<TABLE>
                               THE PLAYERS NETWORK
                        CONDENSED STATEMENT OF CASH FLOWS


<CAPTION>
                                             For the Six Months Ended June 30,    For the Three Months Ended June 30,
                                             ---------------------------------    -----------------------------------
                                                     2000           1999                    2000           1999
                                                  ----------     ----------               ---------     ----------

<S>                                               <C>            <C>                      <C>           <C>
Cash flows from operating activities              $ 111,562      $(125,163)               $ 98,800      $(102,325)

Cash flows from investing activities               (609,873)             -                (563,570)        22,949

Cash flows from financing activities                434,016        126,026                 316,922         80,852
                                                  ----------     ----------               ---------     ----------

Net increase (decrease) in cash                     (64,295)           863                (147,848)         1,476

Cash at beginning of period                          64,295          1,823                 147,848          1,210
                                                  ----------     ----------               ---------     ----------

Cash at end of period                                   $ -        $ 2,686                     $ -        $ 2,686
                                                  ==========     ==========               =========     ==========


Supplemental cash flow information

Non-cash investing and financing activities
          Common stock issued in exchange for
            notes payable, stockholder            $ 168,217       $ 40,627                     $ -       $ 40,627

           Equipment acquisitions financed by
            capital leases                           97,750              -                       -              -

</TABLE>

<PAGE>

                              THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS




1. BASIS OF PRESENTATION

The condensed financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. However, the
Company believes that the disclosures are adequate to make the information
presented not misleading. The condensed financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's annual report on Form 10-SB for the year ended December 31, 1999.

The unaudited condensed financial statements included herein reflect, in the
opinion of management, all adjustments (consisting primarily only of normal
recurring adjustments) necessary to present fairly the results for the interim
periods. The results of operations for the six months ended June 30, 2000 are
not necessarily indicative of results to be expected for the entire year ending
December 31, 2000.


2. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Players Network (the "Company") was organized under the laws of the State of
Nevada on March 16, 1993. The Company is engaged in the development and
marketing of a customized, interactive, full-service gaming television network.
In addition, the Company has developed a web site for the purpose of selling
primarily gaming supplies and travel-related services over the Internet. This
web site became operational during January 2000 and generated advertising
revenues of approximately $76,000 during the six months ended June 30, 2000.

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

Restatement of June 30, 2000 financial statements:
The financial statements as of June 30, 2000 and for the six and three months
then ended have been restated from those previously included in our Form 10QSB
dated August 11, 2000. The restated amounts have been prepared to recognize
network revenue on a straight line basis over the term of the related contract.
The unaudited financial statements previously issued have been restated with
revenue being reduced by $40,000 and deferred revenue being recorded in the same
amount as of June 30, 2000 and for the six months then ended and with revenue
being increased by $4,500 for the three months ended June 30, 2000.


<PAGE>



                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS




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

<TABLE>
<CAPTION>
                                         Six Months Ended June 30, 2000               Three Months Ended June 30, 2000
                                         ------------------------------               --------------------------------
                                            As                As Previously              As               As Previously
                                         Restated               Reported              Restated              Reported
                                         --------               --------              --------              --------

<S>                                    <C>                    <C>                <C>                   <C>
Net loss                               $    (545,783)         $    (505,783)     $    (529,493)        $    (533,993)
Basic and diluted net loss
   per share                                 (0.068)                (0.063)            (0.064)               (0.065)

</TABLE>

Capitalized video production costs:
Capitalized video production costs which are expected to benefit future periods
are capitalized as incurred. The individual film forecast method is used to
amortize these costs. Under this method, costs accumulated in the production of
a video are amortized in the proportion that gross realized revenues bear to
management's estimate of total gross revenues. Amortization expense of
approximately $115,000 and $97,000 was charged to operations for the six months
ended June 30, 2000 and 1999, respectively. Accumulated amortization was
approximately $420,000 and $182,000 at June 30, 2000 and 1999, respectively.

Capitalized web site development costs:
The Company has capitalized certain costs associated with the development of its
e-commerce web site, PLAYERSNETWORK.COM. The Company follows the guidance
promulgated by Statement of Position 98-1, "Accounting for Software Developed
for Internal Use," which requires that all costs incurred to establish
technological feasibility should be expensed as incurred. After technological
feasibility was established, development costs are capitalized and amortized
over the estimated useful life. Total costs capitalized through June 30, 2000
were $260,615. These costs will be amortized on a straight-line basis over a
period of three years. Amortization expense for the six months ended June 30,
2000 was $30,850.

Long-lived assets:
The Company makes reviews for the potential impairment of long-lived assets and
certain identifiable intangibles, such as capitalized video production costs and
capitalized web site development costs, whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. An impairment loss would be recognized when estimated future cash
flows expected to result from the use of the asset and its eventual disposition
is less than its carrying amount. There were no impairment losses recorded for
the six months ended June 30, 2000.

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


<PAGE>



                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS



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

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

Revenue recognition:
Network revenue consists of initial, subscription and renewal revenues. The
Company adopted the revenue recognition policy to comply fully with the guidance
in SAB 101, by recognizing network revenue on a straight-line basis over the
contractual term. Deferred initial and subscription fees were $40,000 at June
30, 2000, of which $18,000 was current. Advertising revenue is recognized when
advertisements are aired. Production and other revenues consist of video
production, stage rental and other production-related revenues. Video production
revenue is recognized when video production is completed and accepted by the
customer. The stage rental and other production revenue is recognized when the
stage rental period has expired.

Advertising costs:
The Company's policy is to expense advertising costs as a period expense.
Advertising costs of $130,700 and $15,600 were charged to operations during the
six months ended June 30, 2000 and 1999, respectively.

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



<PAGE>



                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS



Segment reporting:
During the six months ended June 30, 2000, the Company adopted Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS No. 131). This statement establishes
standards for the reporting of information about operating segments in annual
and interim financial statements and requires restatement of prior year
information. Operating segments are defined as components of an enterprise for
which separate financial information is available that is evaluated regularly by
the chief operating decision maker(s) in deciding how to allocate resources and
in assessing performance. SFAS No. 131 also requires disclosures about products
and services, geographic areas and major customers. The adoption of SFAS No. 131
did not affect results of operations or financial position but did affect the
disclosure of segment information, as presented in Note 11.

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


3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
               <S>                                                                      <C>
               Studio equipment                                                         $       85,595
               Furniture and equipment                                                          74,185
               Video equipment                                                                 405,578
               Work in process                                                                  21,359
               Leasehold improvements                                                            1,900
                                                                                        --------------

                  Total cost                                                                   588,617

               Accumulated depreciation                                                       (128,932)
                                                                                        --------------

               Net book value                                                           $      459,685
                                                                                        ==============
</TABLE>

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

The cost of equipment held under capital leases totaled $143,645 at June 30,
2000. The related accumulated depreciation was $22,731 at June 30, 2000.

Depreciation expense charged to operations was $25,760 and $9,346 for the six
months ended June 30, 2000 and 1999, respectively.


<PAGE>



                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS




4. NOTES PAYABLE, STOCKHOLDERS

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


5. LONG-TERM LIABILITIES

The Company has the following long-term liabilities:

<TABLE>
<CAPTION>
         <S>                                                                                     <C>
         Capital lease obligation payable to Advanta Business Services,
         collateralized by specified video equipment, payable in monthly
         installments of $228 including interest at 24.84%.                                      $      4,293

         Capital lease obligation payable to Granite Financial Services,
         collateralized by specified video equipment, payable in monthly
         installments of $661 including interest at 18.39%.                                            11,784

         Equipment loan payable to Granite Financial Services, collateralized by
         specified video equipment, payable in monthly installments of
         $1,022 including interest at 16.4%.                                                           30,139

         Capital lease obligation payable to GE Capital Colonial Pacific
         Leasing, collateralized by specified video equipment, payable in
         monthly installments of $1,340 including interest at 17.32%.                                  41,986

         Capital lease obligation payable to FlexLease, Inc. collateralized
         by specified studio equipment, payable in monthly installments
         of $1,209 including interest at 33.37%.                                                       24,817

         Capital lease obligation payable to Pacific Leasing Corporation,
         collateralized by specified studio equipment, payable in monthly
         installments of $1,356 including interest at 23.82%.                                          30,947
                                                                                                 ------------

                                                                                                 $    143,966
</TABLE>



<PAGE>



                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS




Future minimum payments at June 30, 2000 are as follows:

<TABLE>
<CAPTION>
        YEAR ENDING

            <S>                                                                                  <C>
            2001                                                                                 $     69,801
            2002                                                                                       69,801
            2003                                                                                       50,730
            2004                                                                                       12,252
                                                                                                 ------------

                                                                                                      202,584

            Less: amount representing interest                                                         58,618
                                                                                                 ------------

                                                                                                      143,966

            Less: current portion                                                                      44,793
                                                                                                 ------------

                                                                                                 $     99,173
                                                                                                 ============
</TABLE>

6. STOCKHOLDERS' EQUITY

The Company issued 1,587,056 shares of common stock during the six months ended
June 30, 2000, of which 911,975 shares were for $335,453 in cash, 132,447 shares
for services with an estimated value of $123,153, and 542,634 shares for debt
totaling $160,397 (see Note 4).


7. INCOME TAXES AND DEFERRED INCOME TAXES

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

<TABLE>
<CAPTION>
                                                                                   2000                  1999
                                                                            ----------------      ----------------
         <S>                                                                <C>                   <C>
         Deferred tax assets
            Net operating loss carryforwards                                $      1,065,896      $        921,166
            Stock-based compensation                                                 163,836                58,963
                                                                            ----------------      ----------------

                                                                                   1,229,732               980,129
            Less - Valuation allowance                                            (1,229,732)             (980,129)
                                                                            ----------------      ----------------

              Net deferred tax asset                                        $        -0-          $        -0-
                                                                            ================      ================
</TABLE>

The Company has available net operating loss carryforwards of approximately
$3,462,000, which expire as follows: 2011, $1,741,000; 2012, $531,000; 2018,
$339,000 and 2019, $851,000.



<PAGE>



                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS




8. STOCK OPTIONS AND WARRANTS

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

<TABLE>
<CAPTION>
                                                                      Weighted                             Weighted
                                                      Number           Average            Number            Average
                                                        of            Exercise              of             Exercise
                                                      Options           Price            Warrants            Price
                                                      -------           -----            --------            -----

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

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

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

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

Issued                                                1,200,000           .90                -               -
Exercised                                                 -              -                   -               -
Expired                                                   -              -                   -               -
Cancelled                                                 -              -                   -               -
                                                    -----------                        -----------

Outstanding at June 30, 2000                          2,816,500           .92              500,000           1.28
                                                    ===========                        ===========

Stock options exercisable at
   June 30, 2000                                      2,816,500           .92

Warrants exercisable at June 30, 2000                                                      500,000           1.28

</TABLE>

<PAGE>



                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS




Summary information about the Company's stock options and warrants outstanding
at June 30, 2000 is as follows:

<TABLE>
<CAPTION>
                                                              Outstanding and                 Weighted Average
                              Weighted Average                 Exercisable at                Contractual Periods
                               Exercise Price                  June 30, 2000                      in Years
                               --------------                  -------------                      --------

<S>                                <C>                             <C>                              <C>
OPTIONS
                                   $   .60                            12,000                        1.83
                                       .75                         2,011,500                        2.05
                                      1.10                           500,000                        3.00
                                      1.75                           263,000                        2.00
                                      2.50                            30,000                        2.00
                                                               -------------

                                   $   .92                         2,816,500                        2.06
                                   =======                     =============                       =====

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

                                   $  1.43                           500,000                        2.44
                                   =======                     =============                       =====
</TABLE>

The Company accounts for stock options and warrants issued to nonemployees under
the fair value method, pursuant to SFAS No. 123, "Accounting for Stock-Based
Compensation". The fair value of these stock options and warrants was calculated
at the date of issuance using a Black-Scholes Option Valuation Model assuming
risk-free interest rates of 6.44% and 6.37% and a volatility factor of expected
market price of the Company's common stock of 251.06%. During the six months
ended June 30, 2000, the Company issued 1,200,000 stock options for services
that expire through June 30, 2003 and carry exercise prices ranging from $.75 to
$1.10. Under the provisions of SFAS No. 123, compensation expense arising from
the issuance of stock options for the quarters ended June 30, 2000 and 1999 was
$275,675 and $40,627, respectively, which was included in selling, general and
administrative expenses.


<PAGE>



                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS




9. BARTER TRANSACTIONS

On January 17, 2000, the Company entered into an agreement to render video
production services, in exchange for advertising services for $234,000. During
the six months ended June 30, 2000, the Company rendered video production
services of $234,000, of which $94,000 was recognized as advertising expense and
the remaining balance as prepaid advertising. The value of the video production
services is based on the prevailing rate the Company would charge its customers
in the ordinary course of business.

In connection with two subscription agreements with hotels, the Company receives
up to $5,000 per month in complimentary room and food services. During the six
months ended June 30, 2000, the Company utilized approximately $17,200 in room
and food services, which is reflected in the financial statements.

The Company entered into an agreement to render advertising services, in
exchange for various services. Advertising revenues of $16,800 have been
recognized and reflected in the June 30, 2000 financial statements.


10. MAJOR CUSTOMERS

Sales to three customers were approximately 65% of total revenues for each of
the six months ended June 30, 2000 and 1999, respectively.


11. REPORTABLE SEGMENTS

The Company has two reportable segments, development and marketing of a
customized, interactive, full-service gaming television network for
hotel-casinos ("PN") and website e-commerce ("website") business in connection
with selling primarily gaming supplies and travel-related services over the
Internet. The accounting policies of the segments are substantially the same as
those described in the summary of significant accounting policies, as presented
in Note 2. All revenues generated in the segments are external. The Company had
only one reportable segment in 1999. The website e-commerce began in 2000 and
has been operational since January 2000. For the six months ended June 30, 2000,
the total reportable segment information is as follows:

<TABLE>
<CAPTION>
                                                              PN                 Website               Total
                                                              --                 -------               -----
         <S>                                          <C>                  <C>                  <C>
         Reportable segments
           External revenues                          $       430,341      $        75,775      $        506,116
           Depreciation and amortization                      152,493               19,525               172,018
           Operating income (loss)                           (590,320)              56,250              (534,070)
           Assets                                           1,858,499              229,765             2,088,264
           Capital expenditures                               370,317              124,715               495,032
</TABLE>


<PAGE>



                               THE PLAYERS NETWORK
                          NOTES TO FINANCIAL STATEMENTS




Products and services revenues:
The table below presents external revenues for groups of similar products and
services for the six months ended June 30, 2000:

<TABLE>
<CAPTION>
         <S>                                                                 <C>
         Network                                                             $      113,270
         Advertising                                                                 75,775
         Production and other                                                       317,071
                                                                             --------------

                                                                             $      506,116
                                                                             ==============
</TABLE>

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





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



            MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION


OVERVIEW

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

         The Company has three types of revenues. Network revenue consists of
initial, subscription and renewal revenues. The Company adopted the revenue
recognition policy to comply fully with the guidance in SAB 101, by recognizing
network revenue on a straight-line basis over the contractual term. Deferred
initial and subscription fees were $40,000 at June 30, 2000, of which $18,000
was current. Advertising revenue is recognized when advertisements are aired.
Production and other revenues consist of video production, stage rentals and
other production-related revenues. Video production revenue is recognized when
video production is completed and accepted by the customer. The stage rental and
other production revenue is recognized when the stage rental period has expired.

         In June 1999, the Company decided to pursue opportunities available on
the Internet. Through June 30, 2000, the Company capitalized web site
development costs of approximately $229,765 which is net of amortization.

         The web site "PLAYERSNETWORK.COM", which is operational and is
continually being expanded and upgraded, provides consumers with gaming "How to
Play" information in print form and video from the Company's existing library of
instructional gaming videos. Through "PLAYERSNETWORK.COM" the Company provides
visitors with gaming supplies at The Players General Store, a 900 item catalogue
of gaming items including "How to Play" books and tapes, playing cards, casino

<PAGE>

quality gaming chips, casino game table tops, and actual casino tables and slot
machines purchased off the floor of Las Vegas' casinos.

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

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

         The Company had accumulated operating deficits of $4,627,739 and
$3,124,881 as of June 30, 2000 and 1999, respectively. However, the Company had
stockholders' equity of $1,325,454 and $496,657 as of June 30, 2000 and 1999,
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 to incur additional costs and expenses related to
brand development; marketing and other promotional activities; hiring of
management, sales and other personnel; the expansion of infrastructure and
customer support services; strategic relationship development; and potential
acquisitions of related complementary businesses.

         The Company saves a significant amount of cash by offering a
combination of cash and common stock and/or stock options to vendors and outside
consultants for services and asset acquisitions. The Company issued $481,870 and
$159,728 in stock and options for this purpose for the six months ended June 30,
2000 and 1999, respectively.

         As part of the Company's internet e-commerce, the Company expects to
enter into many barter arrangements. For the six months ended June 30, 2000, the
Company recorded certain barter transactions, where advertising was both
rendered and received, in accordance with EITF 99-17, "Accounting for
Advertising Barter Transactions". The Company accounts for other barter
transactions in accordance with EITF 93-11, "Accounting for Barter Transactions
Involving Barter Credits", and APB No. 29, "Accounting for Nonmonetary
Transactions", which require the fair value of the asset exchanged be used in
recognizing the nonmonetary transaction. As a result of these transactions, the
Company recognized approximately $271,000 in barter revenue, $100,400 in
advertising expenses, and $17,000 in travel expenses.

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


<PAGE>




LIQUIDITY AND CAPITAL RESOURCES

         The Company's principal source of operating capital has been provided
by private sales of the Company's common stock, stockholders loans and equipment
financing arrangements, as well as revenues from the operations. At June 30,
2000, the Company had working capital deficiency of $327,274. However, $194,120
of current liabilities are to be paid in common stock and $80,700 are future
obligations on the Company's website and in room television network. During the
six months ended June 30, 2000, the Company supplemented its working capital by
receiving cash of $335,453 from the private sale of 911,975 shares of its common
stock.

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

         As the Company pursues its Internet e-commerce strategy, it expects to
increase the number of full time employees. In the fourth quarter of 1999, the
Company added three employees raising the total to six. In the first quarter of
2000, two employees were hired raising the total to eight. Thereafter, in July
2000, Players Network reduced its staff to seven full-time employees.

         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, 1999.

RECENT EVENTS

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

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

         In June 2000, the Company named Michael Berk to the Board of Directors.
Michael Berk is the co-creator and executive producer of the syndicated
television show "Baywatch".

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


<PAGE>




RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2000 AND 1999

         Revenues increased 326% from $118,905 for the six months ended June
30,1999 to $506,116 for the six months ended June 30, 2000. For the six months
ended June 30, 2000, the Company had $113,270 in Network Revenue, $75,775 in
Advertising Revenue and $317,071 in Production and Other Revenue compared to
$117,588 in Network Revenue, $22,349 in Advertising Revenue and $45,229 in
Production and Other Revenue for the six months ended June 30, 1999. The Company
recorded approximately $277,000 in revenues from bartering production services
and advertising spots in exchange for magazine advertising during the six months
ended June 30, 2000.

         Selling, general, and administrative expenses increased 230% from
$263,423 for the six months ended June 30, 1999 to $868,168 for the six months
ended June 30, 2000. The increase in selling, general, and administrative
expenses was mainly due to increases in consulting expenses from $53,245 to
$302,903; advertising expense from $1,008 to $100,356; payroll expenses from
$80,258 to $158,804; and legal and accounting expenses from $9,783 to $158,804
for the six months ended June 30, 1999 compared to the six months ended June 30,
2000, respectively. Certain expenses, primarily consulting and production costs,
were paid with common stock of $132,738 and $123,153 for the six months ended
June 30, 1999 and June 30, 2000, respectively.

         Stock-based compensation charged to operations was $471,169 for the six
months ended June 30, 2000 compared to $88,035 for the six months ended June 30,
1999. 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, the Company capitalized $145,671 in video production costs. There was none
capitalized for six months ended June 30, 1999.

         Depreciation and amortization increased 4% from $166,770 for the six
months ended June 30, 1999 to $172,018 for the six months ended June 30, 2000.
This was due to a change in the estimated useful life of the capitalized video
production costs from 10 years to 5.

         Interest expense decreased 56% from $26,352 for the six months ended
June 30, 1999 to $11,713 for the six months ended June 30, 2000 due to the
conversion of $473,090 of shareholder loans to common stock at various times
from May 1999 to June 30, 2000.

NEW ACCOUNTING PRONOUNCEMENT

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

INFLATION

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



<PAGE>



RISK FACTORS AND CAUTIONARY STATEMENTS

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




                                   SIGNATURES

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


                                            THE PLAYERS NETWORK


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