**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 September 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 November 20,
      2008 was 33,792,342.








**PLAYERS
      NETWORK**


**FORM
      10-Q**


**Quarterly
      Period Ended September 30, 2008**





Page**INDEX**SPECIAL
                NOTE REGARDING FORWARD-LOOKING STATEMENTS
            1PART
                I. FINANCIAL INFORMATION
            2Item
                1.
            Financial
                Statements
            2Condensed
                Balance Sheets as of September 30, 2008 and December 31,
                2007
            2Condensed
                Statements of Operations for Nine Months ended September 30, 2008
                and
                2007
            3Condensed
                Statements of Cash Flows for the Nine Months ended September 30,
                2008 and
                2007
            4Notes
                to the Condensed Financial Statements
            5Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            12Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk.
            16Item
                4T.
            Controls
                and Procedures
            16PART
                II. OTHER INFORMATION
            17Item
                1.
            Legal
                Proceedings
            17Item
                1A.
            Risk
                Factors
            17Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            17Item
                3.
            Defaults
                Upon Senior Securities
            18Item
                4.
            Submission
                of Matters to a Vote of Security Holders.
            18Item
                5.
            Other
                Information
            18Item
                6.
            Exhibits
            18SIGNATURES
            19







**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**


September 30,
              
              December 31,2008
              
              2007(Unaudited)**Assets**Current
                  assets:Cash
              
              $
              4,830
              
              $
              69,959Accounts
                  receivable, net of allowance for doubtful accountsof
                  $32,947 at September 30, 2008 and December 31, 2007
              
              
              15,195
              
              
              17,852Prepaid
                  expenses
              
              
              -
              
              
              11,839Total
                  current assets
              
              
              20,025
              
              
              99,650Fixed
                  assets, net of accumulated depreciation of $20,089 and$15,534
                  at September 30, 2008 and December 31, 2007, respectively
              
              
              2,063
              
              
              5,294$
              22,088
              
              $
              104,944**Liabilities
                  and Stockholders' Equity**Current
                  liabilities:Deferred
                  revenues
              
              $
              -
              
              $
              33,333Accounts
                  payable
              
              
              304,823
              
              
              341,675Accrued
                  expenses
              
              
              340,341
              
              
              303,173Current
                  maturities of long term debt, net of discount of $51,634
                  and$-0-
                  at September 30, 2008 and December 31, 2007, respectively
              
              
              393,366
              
              
              5,000Total
                  current liabilities
              
              
              1,038,530
              
              
              683,181Long
                  term debt, net of discount of $24,406 and $84,705 atSeptember
                  30, 2008 and December 31, 2007, respectively
              
              
              594
              
              
              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;33,792,342
                  and 29,267,569 shares issued and outstanding, respectively
              
              
              33,793
              
              
              29,267Additional
                  paid-in capital
              
              
              14,683,905
              
              
              14,165,616Accumulated
                  (deficit)
              
              
              (15,735,934
              )
              
              (15,119,215
              )(1,017,036
              )
              
              (923,532
              )$
              22,088
              
              $
              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 nine months endedSeptember 30,
              
              September 30,2008
              
              2007
              
              2008
              
              2007RevenueNetwork
              
              $
              5,056
              
              $
              39,764
              
              $
              44,066
              
              $
              57,723Production
                  and other
              
              
              13,739
              
              
              49,995
              
              
              170,644
              
              
              182,442Total
                  revenue
              
              
              18,795
              
              
              89,759
              
              
              214,710
              
              
              240,165Expenses:Direct
                  operating costs
              
              
              28,915
              
              
              92,727
              
              
              122,876
              
              
              256,241General
                  and administrative
              
              
              107,269
              
              
              93,254
              
              
              298,103
              
              
              279,197Officer
                  salaries
              
              
              35,436
              
              
              135,000
              
              
              219,886
              
              
              385,000Salaries
                  and wages
              
              
              12,258
              
              
              23,211
              
              
              54,671
              
              
              70,165Consulting
                  services
              
              
              -
              
              
              166,528
              
              
              118,825
              
              
              464,022Consulting
                  services, related party
              
              
              -
              
              
              5,000
              
              
              26,289
              
              
              118,690Rent
              
              
              19,012
              
              
              18,803
              
              
              57,297
              
              
              50,759Depreciation
                  and amortization
              
              
              1,326
              
              
              5,087
              
              
              4,555
              
              
              28,022Total
                  operating expenses
              
              
              204,216
              
              
              539,610
              
              
              902,502
              
              
              1,652,096Net
                  operating (loss)
              
              
              (185,421
              )
              
              (449,851
              )
              
              (687,792
              )
              
              (1,411,931
              )Other
                  income (expense):Interest
                  expense
              
              
              (8,344
              )
              
              (8,364
              )
              
              (22,968
              )
              
              (27,289
              )Loss
                  on disposal of fixed assets
              
              
              -
              
              
              (31,477
              )
              
              -
              
              
              (31,477
              )Gain
                  on debt settlement
              
              
              33,000
              
              
              -
              
              
              137,706
              
              
              74,610Financing
                  costs
              
              
              (16,081
              )
              
              (13,792
              )
              
              (43,665
              )
              
              (41,376
              )Total
                  other income (expenses)
              
              
              8,575
              
              
              (53,633
              )
              
              71,073
              
              
              (25,532
              )Net
                  (loss)
              
              $
              (176,846
              )
              $
              (503,484
              )
              $
              (616,719
              )
              $
              (1,437,463
              )Weighted
                  average number of commonshares
                  outstanding - basic and fully diluted
              
              
              31,584,592
              
              
              27,561,728
              
              
              30,459,350
              
              
              25,533,089Net
                  (loss) per share - basic & fully diluted
              
              $
              (0.01
              )
              $
              (0.02
              )
              $
              (0.02
              )
              $
              (0.06
              )




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


3




**PLAYERS
      NETWORK**





**CONDENSED
      STATEMENTS OF CASH FLOWS**


**(Unaudited)**





For the nine months endedSeptember 30,2008
            
            2007**Cash
                flows from operating activities**Net
                (loss)
            
            $
            (616,719
            )
            $
            (1,437,463
            )Adjustments
                to reconcile net (loss) tonet
                cash (used in) operating activities:Loss
                on disposal of fixed assets
            
            
            -
            
            
            31,477Gain
                on debt settlements
            
            
            (137,706
            )
            
            (74,610
            )Depreciation
                and amortization expense
            
            
            4,555
            
            
            28,022Stock
                issued for services
            
            
            161,950
            
            
            368,515Stock
                issued for services, related party
            
            
            159,375
            
            
            322,729Options
                issued for services
            
            
            99,405
            
            
            266,681Options
                issued for services, related party
            
            
            67,485
            
            
            -Amortization
                of warrants
            
            
            -
            
            
            88,211Amortization
                of beneficial conversion feature
            
            
            43,665
            
            
            41,376Decrease
                (increase) in assets:Accounts
                receivable
            
            
            2,657
            
            
            1,300Prepaid
                expenses
            
            
            11,839
            
            
            1,290Increase
                (decrease) in liabilities:Deferred
                revenues
            
            
            (33,333
            )
            
            36,667Accounts
                payable
            
            
            100,854
            
            
            (90,578
            )Accrued
                expenses
            
            
            37,168
            
            
            121,199Net
                cash (used in) operating activities
            
            
            (98,805
            )
            
            (295,184
            )**Cash
                flows from investing activities**Purchase
                of fixed assets
            
            
            (1,324
            )
            
            -Net
                cash provided by (used in) investing activities
            
            
            (1,324
            )
            
            -**Cash
                flows from financing activities**Proceeds
                from sale of common stock
            
            
            -
            
            
            322,200Proceeds
                from long term debt
            
            
            35,000
            
            
            12,500Repayments
                of long term debt
            
            
            -
            
            
            (5,000
            )Net
                cash provided by financing activities
            
            
            35,000
            
            
            329,700Net
                increase in cash
            
            
            (65,129
            )
            
            34,516Cash
                - beginning
            
            
            69,959
            
            
            16,507Cash
                - ending
            
            $
            4,830
            
            $
            51,023Supplemental
                disclosures:Interest
                paid
            
            $
            6,631
            
            $
            5,532Income
                taxes paid
            
            $
            -
            
            $
            -Non-cash
                transactions:Stock
                issued for services
            
            $
            161,950
            
            $
            368,515Stock
                issued for services, related party
            
            $
            159,375
            
            $
            322,729Stock
                options issued for services
            
            $
            99,405
            
            $
            266,681Stock
                options issued for services, related party
            
            $
            67,485
            
            $
            -




*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. 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
      ($15,735,934), and as of September 30, 2008, the Company’s current liabilities
      exceeded its current assets by $1,018,505 and its total liabilities exceeded
      its
      total assets by $1,017,036. 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 September 30, 2008 and December 31, 2007,
      respectively:





*2008*
            
            *2007*8%
                unsecured convertible debentures, due in September 2011, 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
            
            $
            -8%
                unsecured convertible debentures, due in March 2009, convertible
                into
                166,667 shares of common stock at any time prior to maturity based
                on a
                conversion price of $0.06 per share. Accrued interest is convertible
                as
                well at a conversion price of $0.06 per share.
            
            
            10,000
            
            
            -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
            
            
            470,000
            
            
            435,000Less:
                current portion
            
            
            393,636
            
            
            5,000Less:
                discount on beneficial conversion feature
            
            
            51,364
            
            
            -Long-term
                debt, less current portion
            
            
            25,000
            
            
            430,000Less:
                discount on beneficial conversion feature
            
            
            24,406
            
            
            84,705Long-term
                debt, less discount on beneficial conversion feature
            
            $
            594
            
            $
            345,295





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





2008
            
            $
            5,0002009
            
            
            440,0002010
            
            
            -2011
            
            
            25,000Thereafter
            
            
            -$
            470,000





Accrued
      interest on the above convertible notes totaled $51,981 and $35,644 at September
      30, 2008 and December 31, 2007, respectively. As of September 30, 2008 principal
      and interest on the notes payable are convertible into 2,471,836 shares of
      common stock.





Interest
      expense totaled $22,968 and $27,289 for the nine months ended September 30,
      2008
      and 2007, respectively, of which $6,631 and $5,532, respectively was incurred
      from credit card finance charges and accounts payable finance
      charges.





The
      Company has recorded a beneficial conversion feature of $202,952 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 $43,665 and $41,376 for the nine months ended September 30, 2008
      and
      2007, respectively. This amount has been included in financing costs expense
      for
      the nine months ended, September 30, 2008 and 2007. A beneficial conversion
      feature is recorded as a discount on the notes payable in the amount of $76,040
      and $84,705 as of September 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.





On
      September 9, 2008 the Company issued 25,000 shares of common stock to an
      employee as a bonus for services rendered. The total fair value of the common
      stock on September 9, 2008 was $1,000.





On
      September 9, 2008 the Company issued 764,000 shares of common stock to its
      CEO
      for unpaid compensation. The total fair value of the common stock on September
      9, 2008 was $30,560.





On
      September 9, 2008 the Company issued 764,000 shares of common stock to its
      President of Programming for unpaid compensation. The total fair value of the
      common stock on September 9, 2008 was $30,560.





**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.


7





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.





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.





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 related to business development activities. 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 related to business development activities. The total fair
      value of the common stock on July 16, 2008 was $12,500.





On
      September 9, 2008 the Company issued 300,000 shares of common stock to a
      consultant for services rendered. The total fair value of the common stock
      on
      September 9, 2008 was $12,000 related to business development
      activities.





On
      September 9, 2008 the Company issued 300,000 shares of common stock to a
      consultant for video production services rendered. The total fair value of
      the
      common stock on September 9, 2008 was $12,000.





On
      September 9, 2008 the Company issued 200,000 shares of common stock to a
      consultant for video production services rendered. The total fair value of
      the
      common stock on September 9, 2008 was $8,000.





On
      September 9, 2008 the Company issued 20,000 shares of common stock to a
      consultant for video production services rendered. The total fair value of
      the
      common stock on September 9, 2008 was $800.





On
      September 9, 2008 the Company issued 75,000 shares of common stock to a
      consultant for administrative services rendered. The total fair value of the
      common stock on September 9, 2008 was $3,000.





On
      September 9, 2008 the Company issued 25,000 shares of common stock to an
      employee as a bonus for services rendered. The total fair value of the common
      stock on September 9, 2008 was $1,000.





On
      September 9, 2008 the Company issued 5,000 shares of common stock to a
      consultant for administrative services rendered. The total fair value of the
      common stock on September 9, 2008 was $200.


8





On
      September 9, 2008 the Company issued 150,000 shares of common stock to a stock
      to a law firm for professional services rendered. The total fair value of the
      common stock on September 9, 2008 was $6,000.





On
      September 9, 2008 the Company issued 100,000 shares of common stock to a
      consultant for web based video production services rendered. The total fair
      value of the common stock on September 9, 2008 was $4,000.





On
      September 9, 2008 the Company issued 764,000 shares of common stock to its
      CEO
      for unpaid compensation. The total fair value of the common stock on September
      9, 2008 was $30,560.





On
      September 9, 2008 the Company issued 764,000 shares of common stock to its
      President of Programming for unpaid compensation. The total fair value of the
      common stock on September 9, 2008 was $30,560.





**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.





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.


9





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.





During
      the three months ended September 30, 2008, 200,000 options and 941,666 warrants
      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 nine month period ending September 30,
      2008.





The
      following is a summary of information about the Stock Options and Warrants
      outstanding at September 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
            
            
            6,927,333
            
            
            3.14
                years
            
            $
            0.28
            
            
            6,927,333
            
            $
            0.28





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 nine months ending
      September 30, 2008 was approximately $0.20 per option, or warrant.





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
            
            
            (2,974,166
            )
            
            (0.27
            )Options
                vested during the period
            
            
            1,125,000
            
            
            0.20Balance,
                September 30, 2008
            
            
            6,927,333
            
            
            0.28Exercisable,
                September 30, 2008
            
            
            6,927,333
            
            $
            0.28


10





**Note
      7 – Subsequent events**





None




11




**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.




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.




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


**For the Three Months Ended**
                **September
                  30,**
              
              **Increase /**
                **(Decrease)****2008**
              
              **2007**Revenues
              
              $
              18,795
              
              $
              89,759
              
              $
              (70,964
              )Direct
                  operating costs
              
              
              28,915
              
              
              92,727
              
              
              (63,812
              )General
                  and administrative
              
              
              107,269
              
              
              93,254
              
              
              14,015Salaries
                  and wages
              
              
              47,694
              
              
              158,211
              
              
              (110,517
              )Consulting
                  services
              
              
              -
              
              
              171,528
              
              
              (171,528
              )Rent
              
              
              19,012
              
              
              18,803
              
              
              209Depreciation
                  and amortization
              
              
              1,326
              
              
              5,087
              
              
              (3,761
              )Total
                  Operating Expenses
              
              
              204,216
              
              
              539,610
              
              
              (335,394
              )Net
                  Operating (Loss)
              
              
              (185,421
              )
              
              (449,851
              )
              
              (264,430
              )Total
                  other income (expense)
              
              
              8,575
              
              
              (53,633
              
              
              62,208Net
                  (Loss)
              
              $
              (176,846
              )
              $
              (503,484
              )
              $
              (326,638
              )




12





**Revenues:**




During
      the three months ended September 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 September 30, 2008 were $18,795
      compared to revenues of $89,759 in the three months ended September 30, 2007,
      a
      decrease in revenues of $70,964, or 79%. Revenues from networks were down
      significantly in the three months ended September 30, 2008 due to a significant
      reduction in advertising spending and slow acceptance of the company’s media
      content. Production revenues decreased significantly as well due to a sharp
      decline in the use of sound stages and other production facilities to produce
      content for our customers. Our customers have tightened their budgets and we
      have cut back on the services that we provide.




**Direct
      Operating Costs:**




Direct
      operating costs were $28,915 for the three months ended September 30, 2008
      compared to $92,727 for the three months ended September 30, 2007, a decrease
      of
      $63,812 or 69%. 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 $107,269 for the three months ended September
      30, 2008 compared to $93,254 for the three months ended September 30, 2007,
      an
      increase of $14,015 or approximately 15%. The increase in general and
      administrative expense for the three months ended September 30, 2008 compared
      to
      2007 was primarily due to an increase in casual labor and non-critical
      services.




**Salaries
      and wages:**




Salaries
      and wage expense was $47,694 for the three months ended September 30, 2008
      compared to $158,211 for the three months ended September 30, 2007, a decrease
      of $110,517 or 70%. The Company recorded non-cash payments on accrued salaries
      and wages totaling $62,120 and $60,000, during the three months ended September
      30, 2008 and 2007, respectively, which included accrued salaries from prior
      periods. The non-cash payments consisted of the value of common stock, recorded
      at fair value, issued to employees of $62,120 and $-0- for the three months
      ended September 30, 2008 and 2007, respectively, as well as, preferred stock,
      recorded at fair value of $-0- and $60,000 for the three months ended September
      30, 2008 and 2007, respectively. Salaries and wage expenses decreased for the
      three months ended September 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 $39,564 of salaries earned by Officers in 2008.




**Consulting
      services:**




Consulting
      services expense was $-0- for the three months ended September 30, 2008 compared
      to $171,528 for the three months ended September 30, 2007, a decrease of
      $171,528 or 100%. Consulting services decreased for the three months ended
      September 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
      September 30, 2008 and 2007, the Company recorded non-cash expenses for
      consulting services totaling $-0- and $171,528. The non-cash expenses consisted
      of the value of common stock and common stock options, recorded at fair value,
      issued to service providers.




13




**Rent:**




Rent
      expense was $19,012 for the three months ended September 30, 2008 compared
      to
      $18,803 for the three months ended September 30, 2007, an increase of $209
      or
      1%.




**Depreciation
      and amortization:**




Depreciation
      and amortization expense was $1,326 for the three months ended September 30,
      2008 compared to $5,087 for the three months ended September 30, 2007, a
      decrease of $3,761 or 74%. The decrease in depreciation and amortization for
      the
      three months ended September 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 September 30, 2008 was $185,421 or
      ($0.01) per share compared to a net operating loss of $449,851 for the three
      months ended September 30, 2007, or ($0.02) per share, a decrease of $264,430
      or
      59%. Net operating loss decreased primarily as a result of our decreased direct
      operating costs of $110,517 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 September 30, 2008 was $176,846, compared to
      a
      net loss of $503,484 for the three months ended September 30, 2007, a decreased
      net loss of $326,638. Net loss decreased primarily as a result of our decreased
      direct operating costs of $110,517 and decreased salaries, consulting expenses
      and non-critical general and administrative costs in 2008 compared to
      2007.




**Results
      of Operations for the Nine Months Ended September 30, 2008 and September 30,
      2007:**


**For
                  the Nine Months Ended**
                **September
                  30,**
              
              **Increase /**
                **(Decrease)****2008**
              
              **2007**Revenues
              
              $
              214,710
              
              $
              240,165
              
              $
              (25,455
              )Direct
                  operating costs
              
              
              122,876
              
              
              256,241
              
              
              (133,365
              )General
                  and administrative
              
              
              298,103
              
              
              279,197
              
              
              18,906Salaries
                  and wages
              
              
              274,557
              
              
              455,165
              
              
              (180,608
              )Consulting
                  services
              
              
              145,114
              
              
              582,712
              
              
              (437,598
              )Rent
              
              
              57,297
              
              
              50,759
              
              
              6,538Depreciation
                  and amortization
              
              
              4,555
              
              
              28,022
              
              
              (23,467
              )Total
                  Operating Expenses
              
              
              902,502
              
              
              1,652,096
              
              
              (749,594
              )Net
                  Operating (Loss)
              
              
              (687,792
              )
              
              (1,411,931
              )
              
              (724,139
              )Total
                  other income (expense)
              
              
              71,073
              
              
              (25,532
              )
              
              96,605Net
                  (Loss)
              
              $
              (616,719
              )
              $
              (1,437,463
              )
              $
              (820,744
              )


**Revenues:**




During
      the nine months ended September 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 nine months ended September 30, 2008 were $214,710
      compared to revenues of $240,165, in the nine months ended September 30, 2007,
      a
      decrease in revenues of $25,455, or 11%. Revenues decreased as a result of
      trouble in the US economy. Our customers have tightened their budgets and cut
      back on the services that we provide. As the economy strengthens we expect
      our
      revenues to rebound.




14




**Direct
      Operating Costs:**




Direct
      operating costs were $122,876 for the nine months ended September 30, 2008
      compared to $256,241 for the nine months ended September 30, 2007, a decrease
      of
      $133,365 or 52%. 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 $298,103 for the nine months ended September
      30, 2008 compared to $279,197 for the nine months ended September 30, 2007,
      an
      increase of $18,906 or approximately 7%. The increase in general and
      administrative expense for the nine months ended September 30, 2008 compared
      to
      2007 was primarily due to an increase in casual labor and non-critical
      services.




**Salaries
      and wages:**




Salaries
      and wage expense was $274,557 for the nine months ended September 30, 2008
      compared to $455,165 for the nine months ended September 30, 2007, a decrease
      of
      $180,608 or 40%. The Company recorded non-cash payments on
      accrued salaries and wages totaling $203,771 and $317,595, during the nine
      months ended September 30, 2008 and 2007, respectively. The
      non-cash payments consisted of the value of common stock, recorded at fair
      value, issued to employees of $116,575 and $114,829 for the nine months ended
      September 30, 2008 and 2007, respectively, as well as, preferred stock, recorded
      at fair value of $36,000 and $160,000, and common stock options, recorded at
      fair value of $51,196 and $42,766 for the nine months ended September 30, 2008
      and 2007, respectively. Salaries and wage expenses decreased for the nine months
      ended September 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 $145,114 for the nine months ended September 30, 2008
      compared to $582,712 for the nine months ended September 30, 2007, a decrease
      of
      $437,598 or 75%. Consulting services decreased for the nine months ended
      September 30, 2008 compared to 2007 due to a decrease in the use of outside
      consultants for video production services in 2008. During the nine months ended
      September 30, 2008 and 2007, the Company recorded non-cash expenses for
      consulting services totaling $123,357 and $496,193. 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 $57,297 for the nine months ended September 30, 2008 compared to
      $50,759 for the nine months ended September 30, 2007, an increase of $6,538
      or
      13%. Rent expense increased for the nine months ended September 30, 2008
      compared to 2007 due to the timing of rental payments and related
      adjustments.




**Depreciation
      and amortization:**




Depreciation
      and amortization expense was $4,555 for the nine months ended September 30,
      2008
      compared to $28,022 for the nine months ended September 30, 2007, a decrease
      of
      $23,467 or 84%. The decrease in depreciation and amortization for the nine
      months ended September 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 nine months ended September 30, 2008 was $687,792 or
      ($0.02) per share compared to a net operating loss of $1,411,931 for the nine
      months ended September 30, 2007, or ($0.06) per share, a decrease of $724,139
      or
      51%. Net operating loss decreased primarily as a result of our decreased direct
      operating costs of $437,598 and decreased salaries, consulting expenses and
      non-critical general and administrative costs in 2008 compared to
      2007.




**Net
      Loss:**




The
      net
      loss for the nine months ended September 30, 2008 was $616,719, compared to
      a
      net loss of $1,437,463 for the nine months ended September 30, 2007, a decreased
      net loss of $820,744 or 57%. Net operating loss decreased primarily as a result
      of our decreased direct operating costs of $437,598 and decreased salaries,
      consulting expenses and non-critical general and administrative costs in 2008
      compared to 2007.




15




**LIQUIDITY
      AND CAPITAL RESOURCES**




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


**September 30, 2008**
              
              **September 30, 2007**Total
                  Assets
              
              $
              22,088
              
              $
              61,521Accumulated
                  (Deficit)
              
              $
              (15,735,934
              )
              $
              (14,759,246
              )Stockholders’
                  Equity
              
              $
              (1,017,036
              )
              $
              (1,029,929
              )Working
                  Capital (Deficit)
              
              $
              (1,018,505
              )
              $
              (606,902
              )




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 September 30, 2008, we had a negative working capital position
      of
      $(1,018,505). 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 do not now have funds sufficient to fund our operations at
      their current level for the next twelve months. We need to raise additional
      cash
      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.




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 nine months ending September
      30, 2008, the Company issued 4,474,773 shares of common stock valued at
      $247,825, 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 September 30, 2008 our disclosure controls and procedures
      were not effective.




16




**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 nine months ended September 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.




**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
      September 9, 2008 the Company issued 300,000 shares of common stock to a
      consultant for services rendered. The total fair value of the common stock
      on
      September 9, 2008 was $12,000 related to business development
      activities.





On
      September 9, 2008 the Company issued 300,000 shares of common stock to a
      consultant for video production services rendered. The total fair value of
      the
      common stock on September 9, 2008 was $12,000.





On
      September 9, 2008 the Company issued 200,000 shares of common stock to a
      consultant for video production services rendered. The total fair value of
      the
      common stock on September 9, 2008 was $8,000.




17




On
      September 9, 2008 the Company issued 20,000 shares of common stock to a
      consultant for video production services rendered. The total fair value of
      the
      common stock on September 9, 2008 was $800.





On
      September 9, 2008 the Company issued 75,000 shares of common stock to a
      consultant for administrative services rendered. The total fair value of the
      common stock on September 9, 2008 was $3,000.





On
      September 9, 2008 the Company issued 25,000 shares of common stock to an
      employee as a bonus for services rendered. The total fair value of the common
      stock on September 9, 2008 was $1,000.





On
      September 9, 2008 the Company issued 5,000 shares of common stock to a
      consultant for administrative services rendered. The total fair value of the
      common stock on September 9, 2008 was $200.





On
      September 9, 2008 the Company issued 150,000 shares of common stock to a stock
      to a law firm for professional services rendered. The total fair value of the
      common stock on September 9, 2008 was $6,000.





On
      September 9, 2008 the Company issued 100,000 shares of common stock to a
      consultant for web based video production services rendered. The total fair
      value of the common stock on September 9, 2008 was $4,000.





On
      September 9, 2008 the Company issued 764,000 shares of common stock to its
      CEO
      for unpaid compensation. The total fair value of the common stock on September
      9, 2008 was $30,560.





On
      September 9, 2008 the Company issued 764,000 shares of common stock to its
      President of Programming for unpaid compensation. The total fair value of the
      common stock on September 9, 2008 was $30,560.




**Item
      3. Defaults Upon Senior Securities**




***None***




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




***None***




**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.





18





**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: December
      1, 2008




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


19