**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





FORM
      10-QSB





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


EXCHANGE
      ACT OF 1934





For
      the
      quarterly period ended September 30, 2007





o     
      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





Commission
      file number: 000-29363





**PLAYERS
      NETWORK**


(Exact
      name of small business issuer 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)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the last 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 o





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





The
      number of shares of Common Stock, $0.001 par value, outstanding on November
      12,
      2007, was 28,402,831 shares.





Transitional
      Small Business Disclosure Format (check one): Yes o No x







**PART
      1 - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**





**Players
                Network****Condensed
                Balance Sheet**(unaudited)




September
                30,2007**Assets**Current
                assets:Cash
            
            $
            51,023Accounts
                receivable, net of allowancefor
                doubtful accounts of $32,947
            
            
            2,950Prepaid
                expense
            
            
            575Total
                current assets
            
            
            54,548Fixed
                assets, net of accumulated depreciation of $13,855
            
            
            6,973$
            61,521**Liabilities
                and Stockholders' Equity**Current
                liabilities:Deferred
                revenues
            
            $
            36,667Accounts
                payable
            
            
            331,648Accrued
                expenses
            
            
            285,635Current
                maturities of long term debt
            
            
            7,500Total
                current liabilities
            
            
            661,450Long
                term debt
            
            
            430,000Stockholders'
                (deficit):Preferred
                  stock, $0.001 par value, 2,000,000 shares authorized; no shares
                  issued and
                  outstanding
            
            
            -Preferred
                stock owed but not issued, (800,000 shares)
            
            
            800Common
                  stock, $0.001 par value, 150,000,000 shares authorized; 28,402,831
                  shares
                  issued and outstanding
            
            
            28,403Additional
                paid-in capital
            
            
            13,958,354Unamortized
                share based compensation
            
            
            (159,743
            )Unamortized
                beneficial conversion feature of long term debt
            
            
            (98,497
            )Accumulated
                (deficit)
            
            
            (14,759,246
            )(1,029,929
            )$
            61,521




**The
      accompanying notes are an integral part of these condensed financial
      statements**





2





**Players
                  Network****Condensed
                Statements of Operations****(unaudited)**




For
                the Three Months Ended
            
            For
                the Nine Months EndedSeptember
                30,
            
            September
                30,2007
            
            2006
            
            2007
            
            2006RevenueNetwork
            
            $
            39,764
            
            $
            5,860
            
            $
            57,723
            
            $
            21,010Production
                and other
            
            
            49,995
            
            
            78,854
            
            
            182,442
            
            
            173,084Total
                revenue
            
            
            89,759
            
            
            84,714
            
            
            240,165
            
            
            194,094Expenses:Direct
                operating costs
            
            
            92,727
            
            
            58,647
            
            
            256,241
            
            
            150,760General
                and administrative expenses
            
            
            93,254
            
            
            38,847
            
            
            279,197
            
            
            311,243Officer
                salaries and wages
            
            
            135,000
            
            
            75,000
            
            
            385,000
            
            
            225,000Salaries
                and wages
            
            
            23,211
            
            
            67,038
            
            
            70,165
            
            
            176,544Consulting
                services
            
            
            166,528
            
            
            158,411
            
            
            464,022
            
            
            406,770Consulting
                services, related party
            
            
            5,000
            
            
            40,991
            
            
            118,690
            
            
            186,693Rent
            
            
            18,803
            
            
            16,875
            
            
            50,759
            
            
            43,054Depreciation
                and amortization
            
            
            5,087
            
            
            4,832
            
            
            28,022
            
            
            32,095Total
                operating expenses
            
            
            539,610
            
            
            460,641
            
            
            1,652,096
            
            
            1,532,159Net
                operating (loss)
            
            
            (449,851
            )
            
            (375,927
            )
            
            (1,411,931
            )
            
            (1,338,065
            )Other
                income (expense):Interest
                expense
            
            
            (8,364
            )
            
            (66,310
            )
            
            (27,289
            )
            
            (138,743
            )Gain
                (loss) on disposal of fixed assets
            
            
            (31,477
            )
            
            -
            
            
            (31,477
            )
            
            -Gain
                (loss) on debt settlement
            
            
            -
            
            
            (14,628
            )
            
            74,610
            
            
            (45,628
            )Financing
                costs
            
            
            (13,792
            )
            
            -
            
            
            (41,376
            )
            
            (43,783
            )Total
                other income (expenses)
            
            
            (53,633
            )
            
            (80,938
            )
            
            (25,532
            )
            
            (228,154
            )Net
                (loss)
            
            $
            (503,484
            )
            $
            (456,865
            )
            $
            (1,437,463
            )
            $
            (1,566,219
            )Weighted
                  average number of common shares outstanding - basic and fully
                  diluted
            
            
            27,561,728
            
            
            21,179,762
            
            
            25,533,089
            
            
            20,060,715Net
                (loss) per share - basic & fully diluted
            
            $
            (0.02
            )
            $
            (0.02
            )
            $
            (0.06
            )
            $
            (0.08
            )




**The
      accompanying notes are an integral part of these condensed financial
      statements**





3





**Players
                Network****Condensed
                Statements of Cash Flows**(unaudited)




For
                the nine months endedSeptmeber
                30,2007
            
            2006**Cash
                flows from operating activities**Net
                (loss)
            
            $
            (1,437,463
            )
            $
            (1,566,219
            )Adjustments
                to reconcile net (loss) tonet
                cash (used) by operating activities:Bad
                debts
            
            
            -
            
            
            46,628Loss
                on disposal of fixed assets
            
            
            31,477
            
            
            -Gain
                on debt settlements
            
            
            (74,610
            )
            
            -Depreciation
                and amortization expense
            
            
            28,022
            
            
            32,095Stock
                issued for services
            
            
            368,515
            
            
            379,326Stock
                issued for services, related party
            
            
            47,900
            
            
            176,544Stock
                issued for wages, related party
            
            
            274,829
            
            
            -Options
                and warrants issued for services
            
            
            266,681
            
            
            38,778Amortization
                of warrants
            
            
            88,211
            
            
            5,005Amortization
                of beneficial conversion feature
            
            
            41,376
            
            
            133,476Decrease
                (increase) in assets:Accounts
                receivable
            
            
            1,300
            
            
            3,890Prepaid
                expenses and other current assets
            
            
            1,290
            
            
            13,783Increase
                (decrease) in liabilities:Accounts
                payable
            
            
            (90,578
            )
            
            53,139Accrued
                expenses
            
            
            266,030
            
            
            (8,149
            )Accrued
                expenses, related party
            
            
            (144,831
            )
            
            138,220Deferred
                revenues
            
            
            36,667
            
            
            -Net
                cash (used in) operating activities
            
            
            (295,184
            )
            
            (553,484
            )**Cash
                flows from financing activities**Proceeds
                from sale of common stock
            
            
            322,200
            
            
            52,500Proceeds
                from long term debt
            
            
            12,500
            
            
            455,000Repayments
                of long term debt
            
            
            (5,000
            )
            
            -Net
                cash provided by financing activities
            
            
            329,700
            
            
            507,500Net
                increase in cash
            
            
            34,516
            
            
            (45,984
            )Cash
                - beginning
            
            
            16,507
            
            
            53,385Cash
                - ending
            
            $
            51,023
            
            $
            7,401Supplemental
                disclosures:Interest
                paid
            
            $
            5,532
            
            $
            1,176Income
                taxes paid
            
            $
            -
            
            $
            -Non-cash
                transactions:Stock
                issued for services
            
            $
            368,515
            
            $
            379,326Number
                of shares issued for services
            
            
            2,437,165
            
            
            1,173,000Stock
                issued for services, related party
            
            $
            47,900
            
            $
            176,544Number
                of shares issued for services, related party
            
            
            291,000
            
            
            706,666Stock
                issued for wages, related party
            
            $
            274,829
            
            $
            -Number
                of shares issued for wages
            
            
            1,264,647
            
            
            -Stock
                options and warrants issued for services
            
            $
            266,681
            
            $
            43,783Number
                of stock options and warrants issued for services
            
            
            2,075,000
            
            
            1,240,000




**The
      accompanying notes are an integral part of these condensed financial
      statements**


4


**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, 2006 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
      ($14,759,246), and as of September 30, 2007, the Company’s current liabilities
      exceeded its current assets by $606,902 and its total liabilities exceeded
      its
      total assets by $1,029,929. 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.






**Note
      3 - Long Term Debt**





Long-term
      debt consists of the following at September 30, 2007 and 2006,
      respectively:





*2007*
            
            *2006*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
            
            $
            -5%
                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
            
            
            -5%
                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
            
            
            -5%
                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
            
            
            -5%
                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
            
            
            -5%
                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.
            
            
            7,500
            
            
            -Total
                debt
            
            
            437,500
            
            
            250,000Less:
                current portion
            
            
            7,500
            
            
            -Long-term
                debt, less current portion
            
            $
            430,000
            
            $
            250,000




5




Future
      maturities of long-term debt are as follows as of June 30, 2007:





2007
            
            $
            7,5002008
            
            
            -2009
            
            
            430,0002010
            
            
            -2011
            
            
            -Thereafter
            
            
            -$
            437,500





Accrued
      interest on the above convertible notes totaled $30,284 at September 30, 2007.
      As of September 30, 2007 principal and interest on the notes payable are
      convertible into 2,040,925 shares of common stock.





Interest
      expense totaled $27,289 and $138,743 for the nine months ended September 30,
      2007 and 2006, respectively, of which $5,532 and $1,640, respectively was
      incurred from credit card finance charges and accounts payable finance
      charges.





The
      Company has recorded a beneficial conversion feature of $167,952 in connection
      with the convertible debentures. The resulting discount is being amortized
      over
      the term of the debt instruments. Amortization of the beneficial conversion
      feature was $41,376 for the nine months ended September 30, 2007. This amount
      has been included in financing costs expense for the nine months ended,
      September 30, 2007.






**Note
      4 - Related party transactions**





In
      February 2006 the Company granted options to purchase 500,000 shares of its
      common stock to officers and directors of the Company in exchange for services
      at an exercise price of $0.50 per share. The estimated value using the
      Black-Scholes pricing Model was $226,121. In February, 2007, the Company
      authorized the re-pricing of those options at an exercise price of $0.25 per
      share. All other terms remained the same. The estimated value using the
      Black-Scholes pricing Model was $61,642, and has been expensed in the three
      month period ending March, 31, 2007.





On
      January 19, 2007 the Company issued a total of 666,666 shares of common stock
      to
      two of its officers for services which had been authorized, but un-issued as
      of
      December 31, 2006.





On
      February 9, 2007 the Company also issued common stock as compensation for
      services to two of its directors totaling 216,000 shares. The fair value of
      the
      common stock was $32,400 at the date of issuance.





On
      February 9, 2007 the Company authorized the issuance of 250,000 shares of common
      stock to each of two of its officers for unpaid compensation. The total fair
      value of the common stock on February 9, 2007 was $75,000. The shares were
      issued on June 4, 2007.





On
      April
      16, 2007 the Company issued 50,000 shares of common to one of its directors
      for
      consulting services. The total fair value of the common stock on April 16,
      2007
      was $10,500.





On
      April
      16, 2007 the Company granted options to purchase 50,000 shares of its common
      stock to a director of the Company in exchange for services at an exercise
      price
      of $0.28 per share. The estimated value using the Black-Scholes pricing Model
      was $9,148.





6




On
      May 1,
      2007 a director of the Company purchased 93,333 shares of common stock at $0.15
      per share. The total fair value of the common stock on May 1, 2007 was
      $14,000.





On
      June
      18, 2007 the board of directors authorized the issuance of 250,000 shares of
      series A preferred stock to each of two of the Company’s Officers as a
      compensation bonus. The preferred shares carry preferential voting rights of
      25:1 and are convertible to common stock on a 1:1 basis. The total fair value
      of
      the common stock on June 18, 2007 was $100,000. The shares had been authorized,
      but un-issued as of September 30, 2007.





On
      June
      18, 2007 the Company issued 117,647 shares of common stock to an Officer of
      the
      Company as payment for compensation. The fair value of the common stock was
      $17,706 at the date of issuance.





On
      June
      18, 2007 the Company issued 147,000 shares of common stock to an Officer of
      the
      Company as payment for compensation. The fair value of the common stock was
      $22,124 at the date of issuance.





On
      September 18, 2007 the board of directors authorized the issuance of 150,000
      shares of series A preferred stock to each of two of the Company’s Officers as a
      compensation bonus. The preferred shares carry preferential voting rights of
      25:1 and are convertible to common stock on a 1:1 basis. The total fair value
      of
      the common stock on September 18, 2007 was $60,000. The shares had been
      authorized, but un-issued as of September 30, 2007. These shares were issued
      on
      October 7, 2007.






**Note
      5 - Stockholders’ equity**





During
      the nine months ended September 30, 2007, the Company cancelled a total of
      225,000 shares of common stock to five different consultants for services which
      had not been performed as agreed upon.





On
      January 19, 2007, the Company issued a total of 114,500 shares of common stock
      to six different consultants for services. These shares were valued at $19,550.





On
      January 19, 2007, the Company issued a total of 666,666 shares of common stock
      to two of its officers for services. These shares were valued at $113,333.
      (See
      Note 4)





On
      January 23, 2007, the Company issued a total of 130,000 shares of common stock
      to two different consultants for services. These shares were valued at $22,100.





On
      January 26, 2007, the Company issued 20,000 shares of common stock to a
      consultant for services. These shares were valued at $3,400.





On
      January 31, 2007, the Company authorized the issuance of a total of 310,715
      shares of free trading common stock to two different consultants for
      professional services rendered. The fair market value of the stock totaled
      $55,929 and had been expensed as incurred within the three month period ended
      March, 31, 2007.





On
      February 9, 2007, the Company authorized the issuance of a total of 500,000
      shares of common stock to two of its officers for unpaid compensation. The
      total
      fair value of the common stock on February 9, 2007 was $75,000. These shares
      are
      un-issued as of March 31, 2007. (See Note 4)





On
      February 9, 2007, the Company authorized the issuance of a total of 405,000
      shares of common stock to eight different consultants for services performed.
      The fair market value of the stock totaled $60,750 and had been expensed as
      incurred within the three month period ended March, 31, 2007.





On
      February 9, 2007, the Company also authorized the issuance of common stock
      as
      compensation for services to two of its directors totaling 216,000 shares.
      The
      fair value of the common stock was $32,400.





On
      February 9, 2007, the Company authorized the issuance of 110,715 shares of
      free
      trading common stock to a consultant for professional services rendered. The
      fair market value of the stock totaled $16,607 and had been expensed as incurred
      within the three month period ended March, 31, 2007.





On
      February 9, 2007, the Company issued 55,000 shares of free trading common stock
      to a consultant for services rendered. The fair market value of the stock
      totaled $8,250 and had been expensed as incurred within the three month period
      ended March, 31, 2007.





7




On
      February 12, 2007, the Company issued 20,000 shares of common stock to a
      consultant for services. These shares were valued at $4,000.





During
      the three months ending June 30, 2007, the Company sold 447,333 shares of common
      stock, and warrants to purchase another 447,333 shares at exercise prices
      ranging from $0.15 to $0.25 per share, to a total of six accredited investors
      for $67,100.





During
      the three months ending June 30, 2007 the Company authorized and issued 557,500
      shares of unrestricted S-8 common stock to twelve different individuals for
      services performed. The common stock was valued at a total of
      $79,900.





During
      the three months ending June 30, 2007 the Company authorized and issued 703,882
      shares of restricted section 144, common stock to twelve different individuals
      for services performed. The common stock was valued at a total of
      $130,409.





On
      June
      18, 2007 the board of directors authorized the issuance of 250,000 shares of
      series A preferred stock to each of two of the Company’s Officers as a
      compensation bonus. The preferred shares carry preferential voting rights of
      25:1 and are convertible to common stock on a 1:1 basis. The total fair value
      of
      the common stock on June 18, 2007 was $100,000. The shares had been authorized,
      but un-issued as of September 30, 2007. These shares were issued on October
      7,
      2007.





On
      July
      20, 2007 the Company sold 1,250,000 shares of common stock, and warrants to
      purchase another 1,250,000 shares at $0.20 per share, to an accredited investor
      for $250,000.





On
      July
      24, 2007, the Company designated 2,000,000 shares of its blank check preferred
      stock as “Series A Preferred Stock” with 25:1 preferential voting rights and a
      1:1 conversion into common stock feature.





On
      July
      26, 2007 the Company sold 34,000 shares of common stock, and warrants to
      purchase another 34,000 shares at $0.15 per share, to an individual investor
      for
      $5,100.





On
      July
      30, 2007 the Company entered into a consulting agreement for 120,000 shares
      of
      restricted “144” common stock as compensation, as well as the authorization of
      an additional 120,000 shares of unrestricted “S-8” common stock which were
      subsequently issued in August. These shares were valued at $18,000 and $27,000,
      respectively.





On
      September 18, 2007 the board of directors authorized the issuance of 150,000
      shares of series A preferred stock to each of two of the Company’s Officers as a
      compensation bonus. The preferred shares carry preferential voting rights of
      25:1 and are convertible to common stock on a 1:1 basis. The total fair value
      of
      the common stock on September 18, 2007 was $60,000. The shares had been
      authorized, but un-issued as of September 30, 2007.





On
      September 18, 2007 the Company authorized and issued 110,000 shares of
      restricted section 144, common stock to five different individuals for services
      performed. The common stock was valued at a total of $22,000.





On
      September 18, 2007 the Company authorized and issued 100,000 shares of
      restricted section 144, common stock to an investor relation company as part
      of
      an agreement that also called for the contribution of another 100,000 shares
      from a significant shareholder. The 100,000 shares of common stock were recorded
      as donated capital and valued at $20,000. The other 100,000 shares of common
      stock were also valued at $20,000. The entire expense of $40,000 is being
      amortized over the 4 month life of the agreement, and $5,000 was expensed in
      the
      three months ending September 30, 2007.





On
      September 18, 2007 the Company authorized and issued 150,000 shares of
      unrestricted S-8 common stock for future legal services. The common stock was
      valued at a total of $30,000 and will be amortized as the services are
      performed.





On
      September 18, 2007 the Company issued 177,169 shares of restricted section
      144,
      common stock to a note holder per the conversion terms of the convertible
      promissory note. The shares were exchanged for $25,000 of principal and $1,575
      of accrued interest.








**Note
      6 - Stock options and warrants**





Options
      and Warrants Granted





In
      February 2006, the Company granted options to purchase 500,000 shares of its
      common stock to officers and directors of the Company in exchange for services
      at an exercise price of $0.50 per share. The estimated value using the
      Black-Scholes pricing Model was $226,121. In February, 2007, the Company
      authorized the re-pricing of those options at an exercise price of $0.25 per
      share. All other terms remained the same. The estimated value using the
      Black-Scholes Pricing Model was $61,642, and has been expensed in the three
      month period ending March, 31, 2007.





8




On
      April
      2, 2007 the Company granted 100,000 warrants to an investor as part of a
      subscription agreement in which the investor purchased 100,000 shares of common
      stock for $15,000. The warrants are exercisable for twenty four months from
      the
      date of issuance at a strike price of $0.25 per share.





On
      April
      3, 2007, the Company granted 250,000 stock options to an attorney for
      professional services rendered. The options are exercisable until April 3,
      2009
      at an exercise price of $0.25 per share. The estimated value using the
      Black-Scholes Pricing Model was $24,119.





On
      April
      3, 2007, the Company granted 60,000 stock options to a consultant for services
      rendered. The options are exercisable until April 3, 2010 at an exercise price
      of $0.25 per share. The estimated value using the Black-Scholes Pricing Model
      was $6,491.





On
      April
      3, 2007, the Company granted 650,000 stock options to a consultant for services
      rendered. The options are exercisable until April 3, 2010 at an exercise price
      of $0.50 per share. The estimated value using the Black-Scholes Pricing Model
      was $67,521.





On
      April
      11, 2007 the Company granted 34,000 warrants to an investor as part of a
      subscription agreement in which the investor purchased 34,000 shares of common
      stock for $5,100. The warrants are exercisable for twenty four months from
      the
      date of issuance at a strike price of $0.25 per share.





On
      April
      16, 2007, the Company granted 50,000 stock options to a Director for services
      rendered. The options are exercisable until April 16, 2010 at an exercise price
      of $0.28 per share. The estimated value using the Black-Scholes Pricing Model
      was $9,148.





On
      April
      16, 2007, the Company granted 300,000 stock options to a consultant for services
      rendered. The options are exercisable until May 16, 2008 at an exercise price
      of
      $0.28 per share. The estimated value using the Black-Scholes Pricing Model
      was
      $41,504.





On
      April
      16, 2007 the Company granted 250,000 stock options to a consultant for services
      performed under a new communications contract. The options were earned and
      vested on June 30, 2007 and are exercisable until June 30, 2010 at an exercise
      price of $0.30 per share. The estimated value using the Black-Scholes Pricing
      Model was $56,485 and is being amortized over the remaining 9 and a half month
      life of the contract.





On
      April
      16, 2007 the Company granted 50,000 stock options to a consultant as a finder’s
      fee for the communications contract. The options were earned and vested on
      June
      30, 2007 and are exercisable until June 30, 2009 at an exercise price of $0.30
      per share. The estimated value using the Black-Scholes Pricing Model was $9,821
      and is being amortized over the remaining nine and a half month life of the
      contract.





On
      April
      21, 2007 the Company granted 50,000 warrants to an investor as part of a
      subscription agreement in which the investor purchased 50,000 shares of common
      stock for $7,500. The warrants are exercisable for twenty four months from
      the
      date of issuance at a strike price of $0.25 per share.





On
      May 1,
      2007 the Company granted 93,333 warrants to an investor as part of a
      subscription agreement in which the investor purchased 93,333 shares of common
      stock for $14,000. The warrants are exercisable for twenty four months from
      the
      date of issuance at a strike price of $0.25 per share.





On
      May
      17, 2007 the Company granted 70,000 warrants to an investor as part of a
      subscription agreement in which the investor purchased 70,000 shares of common
      stock for $10,500. The warrants are exercisable for twenty four months from
      the
      date of issuance at a strike price of $0.15 per share.





On
      May
      22, 2007 the Company granted 100,000 warrants to an investor as part of a
      subscription agreement in which the investor purchased 100,000 shares of common
      stock for $15,000. The warrants are exercisable for twenty four months from
      the
      date of issuance at a strike price of $0.25 per share.





On
      July
      23, 2007, the Company granted 25,000 stock options to a consultant for
      commissions rendered. The options are exercisable until July 23, 2010 at an
      exercise price of $0.30 per share. The estimated value using the Black-Scholes
      Pricing Model was $4,957.





On
      July
      23, 2007, the Company granted 50,000 stock options to an employee as a bonus
      for
      services rendered. The options are exercisable until July 23, 2010 at an
      exercise price of $0.30 per share. The estimated value using the Black-Scholes
      Pricing Model was $9,913.





9




On
      July
      23, 2007, the Company granted 50,000 stock options to an employee as a bonus
      for
      services rendered. The options are exercisable until July 23, 2010 at an
      exercise price of $0.30 per share. The estimated value using the Black-Scholes
      Pricing Model was $9,913.





On
      July
      23, 2007, the Company granted 10,000 stock options to a consultant for services
      rendered. The options are exercisable until July 23, 2009 at an exercise price
      of $0.30 per share. The estimated value using the Black-Scholes Pricing Model
      was $1,790.





On
      July
      24, 2007, the Company granted 250,000 stock options as part of a consulting
      agreement for services rendered. The options are exercisable until July 24,
      2010
      at an exercise price of $0.30 per share. The estimated value using the
      Black-Scholes Pricing Model was $37,829 and is being amortized over the
      remaining eight and a half month life of the contract.





On
      September 24, 2007, the Company granted 50,000 cashless stock options to a
      consultant for services rendered. The options are exercisable until September
      23, 2010 at an exercise price of $0.25 per share. The estimated value using
      the
      Black-Scholes Pricing Model was $8,245.





On
      September 24, 2007, the Company granted 50,000 cashless stock options to an
      employee as a bonus for services rendered. The options are exercisable until
      September 23, 2010 at an exercise price of $0.25 per share. The estimated value
      using the Black-Scholes Pricing Model was $8,245.





On
      September 24, 2007, the Company granted 30,000 cashless stock options to an
      employee as a bonus for services rendered. The options are exercisable until
      September 23, 2010 at an exercise price of $0.25 per share. The estimated value
      using the Black-Scholes Pricing Model was $4,947.





On
      September 24, 2007, the Company granted 50,000 cashless stock options to a
      director for services rendered. The options are exercisable until September
      23,
      2010 at an exercise price of $0.25 per share. The estimated value using the
      Black-Scholes Pricing Model was $8,245.





On
      September 24, 2007, the Company granted 200,000 stock options as part of a
      consulting agreement for services rendered. The options are exercisable until
      September 23, 2008 at an exercise price of $0.20 per share. The estimated value
      using the Black-Scholes Pricing Model is $24,640 and is being amortized over
      the
      four month life of the agreement.








Options
      and Warrants Cancelled





During
      the nine months ended September 30, 2007, the Company cancelled 200,000 options
      that were outstanding at December 31, 2006.  The cancellation of the
      options had no impact on the current period operations.





Options
      and Warrants Expired





During
      the nine months ending September 30, 2007, 918,336 options that were outstanding
      as of December 31, 2006 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 ended September 30,
      2007.





The
      following is a summary of information about the Stock Options and Warrants
      outstanding at September 30, 2007.




**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
                - 0.78
            
            
            7,404,833
            
            
            2.57
                years
            
            $
            0.29
            
            
            7,404,833
            
            $
            0.29




10




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:





**2007**
            
            **2006**Average
                risk-free interest rates
            
            
            5.07
            %
            
            5.25
            %Average
                expected life (in years)
            
            
            2
            
            
            2Average
                Volatility
            
            
            194
            %
            
            168
            %





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 2007 and 2006, 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, 2007 was approximately $0.44 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, 2006
            
            
            4,411,836
            
            $
            0.32Options
                cancelled
            
            
            (200,000
            )
            
            (0.25
            )Options
                expired
            
            
            (918,336
            )
            
            (0.44
            )Options
                vested during the period
            
            
            4,111,333
            
            
            0.30Balance,
                September 30, 2007
            
            
            7,404,833
            
            
            0.29Exercisable,
                September 30, 2007
            
            
            7,404,833
            
            $
            0.29








**Note
      7 - Subsequent events**




Stock
      issuances





On
      October 7, 2007 the Company issued 400,000 of series A preferred stock to each
      of two of the Company’s Officers. The compensation expense had been previously
      recorded and the shares were presented as authorized and un-issued as of
      September 30, 2007.





11









**FORWARD-LOOKING
      STATEMENTS**





This
      document contains “forward-looking statements” within the meaning of the Private
      Securities Litigation Reform Act of 1995. All statements other than statements
      of historical fact are “forward-looking statements” for purposes of federal and
      state securities laws, including, but not limited to, any projections of
      earnings, revenue or other financial items; any statements of the plans,
      strategies and objections of management for future operations; any statements
      concerning proposed new services or developments; any statements regarding
      future economic conditions or performance; any statements of belief; and any
      statements of assumptions underlying any of the foregoing.





Forward-looking
      statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect” or “anticipate” or other similar words. These
      forward-looking statements present our estimates and assumptions only as of
      the
      date of this report. Except for our ongoing securities laws, we do not intend,
      and undertake no obligation, to update any forward-looking
      statement.





Although
      we believe that the expectations reflected in any of our forward-looking
      statements are reasonable, actual results could differ materially from those
      projected or assumed in any of our forward-looking statements. Our future
      financial condition and results of operations, as well as any forward-looking
      statements, are subject to change and inherent risks and uncertainties. The
      factors impacting these risks and uncertainties include, but are not limited
      to:





·
            our
                current lack of working capital;





·
            trends
                in hotel/casino occupancy rates and business and leisure travel patterns,
                including the potential impacts that wars, terrorist activities,
                or other
                geopolitical events might have on such occupancy rates and travel
                patterns;





·
            the
                regulatory and competitive environment of the industries in which
                we
                operate;





·
            the
                potential for increased government regulation and enforcement actions,
                and
                the potential for changes in laws that would restrict or otherwise
                inhibit
                our ability to make gaming related programming content available
                over our
                network systems;





·
            increases
                in interest rates or our cost of borrowing or a default under any
                material
                debt agreements;





·
            loss
                of customers or sales weakness;





·
            uncertainties
                inherent in our ability to execute upgrades of video systems, including
                uncertainties associated with operational, economic and other factors;





·
            the
                ability of vendors to deliver required equipment, software and services;





·
            inability
                to achieve future sales levels or other operating results;





·
            the
                unavailability of funds for capital expenditures; and





For
      a
      detailed description of these and other factors that could cause actual results
      to differ materially from those expressed in any forward-looking statement,
      please see “Factors That May Affect Our Results of Operation” in this document
      and in our Annual Report on Form 10-KSB for the year ended December 31,
      2006.


12


**Item
      2. Management’s Discussion and Analysis of Financial Conditions and Results of
      Operations**





**Overview
      and Outlook**





Players
      Network was incorporated in the State of Nevada in March of 1993. For most
      of
      its existence, the Company has owned and operated a digital 24-hour
      entertainment network called “PLAYERS NETWORK,” which specialized in producing
      television programming to serve the gaming industry and was designed to educate
      new players and promote casino games and activities. Until 2006, the Company
      distributed its programming exclusively through a single customized private
      cable channel broadcast directly into the guestrooms of casino and non-casino
      hotels in Las Vegas and Atlantic City.





In
      2005,
      the Company realigned its focus away from its private network strategy toward
      a
      highly distributed business-to-consumer digital network strategy. We began
      implementing this strategy by seeking partners to broadcast our programming
      through new distribution channels, including Video on Demand (VOD) Television,
      broadband internet, and mobile devices such as cell phones and PDA’s. In 2006,
      we entered into distribution agreements with Comcast Communications, Yahoo,
      Google and Google.UK, In 2007, we entered into agreements with TIVO and You
      Tube.





Through
      these new distribution channels, the Company can deliver live and taped original
      television series, radio programs, information segments and interactive content.
      We intend to expand our programming to include popular poker programs, reality
      shows, game shows, documentaries, talk shows and special events on the gaming
      lifestyle.





In
      2006,
      we generated revenues primarily from three sources: fees generated from the
      leasing of our production facilities in Las Vegas, Nevada, advertising revenues
      and content licensing fees. As we implement our strategy, we expect revenues
      from advertising and content licensing to increase.





In
      April
      2007, the Company entered into a one-year distribution agreement with TIVO,
      which will provide the Company with a minimum of 585,000 set top boxes through
      which the Company’s programming can be delivered. Any revenue to be received by
      the Company will be from sales of advertising.





During
      January 2007 the Company entered into an agreement with High Speed Motor Sports
      Inc. to co-develop existing video footage involving Vintage Drag Racing.
      Pursuant to the agreement, High Speed Motor Sports is obligated to contribute
      $45,000 toward development costs and the Company is obligated to contribute
      development services. In addition, the two companies will share equally in
      any
      proceeds from future sales, or television revenues. High Speed Motor Sports
      paid
      $22,500 to Players Network on January 23, 2007 to fund the project. The Company
      has recorded the funds received to date as a liability until development is
      completed.




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. The Company's business plan will require substantial additional
      and
      ongoing content production and programming development, which will require
      the
      Company to incur significant production and development costs, including related
      services such as writing, directing, production, and post-production services.
      Most of these services are provided to the Company by free-lance consultants.
      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.




In
      2007
      Players Network plans to continue focusing the Company’s efforts on building its
      proprietary library of original Las Vegas and Gaming Lifestyle video content,
      which will enable Players Network to continue supplying its current distribution
      platforms on Television, Internet Broadband, and other digital platforms, with
      high-quality, original content, while continuing to expand its worldwide
      distribution to new platforms and thereby increase its viewership, leading
      to
      increased value for Players Network advertisers. Players Network will also
      continue to aggressively market its content in order to secure increased
      advertising revenue from the rapidly growing Video On Demand (VOD) market,
      and
      internet based distribution vehicles, such as YouTube.





Players
      Network will also continue to actively pursue new and innovative uses for its
      sound stage both as an in-house venue for its own productions, and rental stage
      for other productions. It is Players Network’s goal to keep the sound stage
      rentals at full occupancy over the next twelve months.


13


**Results
      of operations for the three and nine months ended September 30, 2007 and
      2006**




**For
                the three months ended**
              **September
                30,**
            
            **Increase
                /**
              **(Decrease)**
            
            **For
                the nine months ended**
              **September
                30,**
            
            **Increase
                /**
              **(Decrease)****2007**
            
            **2006**
            
            
            
            **2007**
            
            **2006**Revenues
            
            $
                89,759
            
            $
                84,714
            
            $
                5,045
            
            $
                240,165
            
            $
                194,094
            
            $
                46,071Direct
                operating costs
            
            
            92,727
            
            
            58,647
            
            
            34,080
            
            
            256,241
            
            
            150,760
            
            
            105,481General
                and administrative expenses
            
            
            93,254
            
            
            38,847
            
            
            54,407
            
            
            279,197
            
            
            311,243
            
            
            (32,046
            )Salaries
                and wages
            
            
            158,211
            
            
            142,038
            
            
            16,173
            
            
            455,165
            
            
            401,544
            
            
            53,621Consulting
                services
            
            
            171,528
            
            
            199,402
            
            
            (27,874
            )
            
            582,712
            
            
            593,463
            
            
            (10,751
            )Rent
            
            
            18,803
            
            
            16,875
            
            
            1,928
            
            
            50,759
            
            
            43,054
            
            
            7,705Depreciation
                and amortization
            
            
            5,087
            
            
            4,832
            
            
            255
            
            
            28,022
            
            
            32,095
            
            
            (4,073
            )Total
                operating expenses
            
            
            539,610
            
            
            460,641
            
            
            78,969
            
            
            1,652,096
            
            
            1,532,159
            
            
            119,937Net
                operating (loss)
            
            
            (449,851
            )
            
            (375,927
            )
            
            73,924
            
            
            (1,411,931
            )
            
            (1,338,065
            )
            
            73,866Total
                other income (expense)
            
            
            (53,633
            )
            
            (80,938
            )
            
            (27,305
            )
            
            (25,532
            )
            
            (228,154
            )
            
            (202,622
            )Net
                (loss)
            
            $
            (503,484
            )
            $
            (456,865
            )
            $
            46,619
            
            $
            (1,437,463
            )
            $
            (1,566,219
            )
            $
            (128,756
            )





**Revenues:**





For
      the
      three and nine months ended September 30, 2007, we received revenues primarily
      from three sources - licensing fees from our private networks and the sale
      of
      in-home media, advertising fees, and third party programming and production
      fees. Revenues for the three months ended September 30, 2007 increased by $5,045
      to $89,759, an increase of approximately 6% over the prior year period. Revenues
      for the nine months ended September 30, 2007 increased by $46,071 to $240,165
      an
      increase of approximately 24% over the prior year period. Revenues increased
      primarily due to an increase in DVD sales of our video content, and an increase
      in production fees related to the sale of our “Winners and Jackpots” programming
      with a major cable television company.





**Direct
      operating costs:**





Direct
      operating costs for the three months ended September 30, 2007 increased by
      $34,080 to $92,727, an increase of approximately 37% over the prior year period.
      Direct operating costs for the nine months ended September 30, 2007 increased
      by
      $105,481 to $256,241 or approximately 70% over the prior year period. Direct
      operating costs increased primarily as a result of increased development of
      video content needed to expand our programming base. The costs were expensed,
      rather than capitalized, due to the uncertainty of realizing future revenues
      from the video content.





**General
      and administrative:**




General
      and administrative expenses for the three months ended September 30, 2007
      increased by $54,407 to $93,254 an increase of approximately 58%, as a result
      of
      increased professional fees. General and administrative expenses for the nine
      months ended September 30, 2007 decreased by $32,046 to $279,197 a decrease
      of
      approximately 10%. General and administrative expenses for the nine months
      ended
      September 30, 2007 were comprised of approximately $96,000 in professional
      fees,
      $18,000 in utilities expenses, $18,000 in insurance expenses, $4,000 in
      marketing fees, $79,000 in payroll taxes, $4,300 in employee benefits, and
      approximately $60,000 related to miscellaneous operating costs. Approximately
      7%
      of general and administrative expenses were paid through the issuance of shares
      of the Company’s common stock. The Company recorded these non-cash expenses at
      the fair value of the common stock issued for services.




**Salaries
      and wages:**





Salaries
      and wages expense for the three months ended September 30, 2007 increased by
      $16,173 to $158,211 an increase of approximately 11% as a result of officer
      bonuses paid in preferred stock. Salaries and wages expense for the nine months
      ended September 30, 2007 increased by $53,621 to $455,165 an increase of
      approximately 13%. The Company recorded non-cash expenses for salaries and
      wages
      of $60,000 in the quarter ended September 30, 2007. Non-cash expenses consisted
      of the value of convertible preferred stock, recorded at fair value, issued
      to
      Mr. Bradley and Mr. Berk in the amount of $60,000.





**Consulting
      services:**





Consulting
      services expense was $171,528 for the quarter ended September 30, 2007 compared
      to $199,402 for the quarter ended September 30, 2006, a decrease of $27,874
      or
      approximately 14%. The decrease in consulting services was primarily due to
      the
      Company’s officers handling more of the tasks that were previously delegated to
      outside consultants. During the quarter ended September 30, 2007, the Company
      recorded non-cash expenses for consulting services totaling $176,079. The
      non-cash expenses consisted of the value of common stock, recorded at fair
      value, issued to service providers.





14




Consulting
      services expense was $582,712 for the nine months ended September 30, 2007
      compared to $593,463 for the nine months ended September 30, 2006, a decrease
      of
      $10,751 or approximately 2%. The decrease in consulting services was primarily
      due to the Company’s officers handling more of the tasks that were previously
      delegated to outside consultants. During the nine months ended September 30,
      2007, the Company recorded non-cash expenses for consulting services totaling
      $582,712. The non-cash expenses consisted of the value of common stock, recorded
      at fair value, issued to service providers.




**Rent:**




Rent
      expense was $18,803 for the quarter ended September 30, 2007 compared to $16,875
      for the quarter ended September 30, 2006, an increase of $1,928 or 11%. Rent
      expense increased for the quarter ended September 30, 2007 due to late charges
      and penalties.





Rent
      expense was $50,759 for the nine months ended September 30, 2007 compared to
      $43,054 for the nine months ended September 30, 2006, an increase of $7,705
      or
      18%. Rent expense increased for the nine months ended September 30, 2007 due
      to
      the timing of rental payments.





**Depreciation
      and amortization:**




Depreciation
      and amortization expense was $5,087 for the quarter ended September 30, 2007
      compared to $4,832 for the nine months ended September 30, 2006, an increase
      of
      $255 or approximately 5%.





Depreciation
      and amortization expense was $28,022 for the nine months ended September 30,
      2007 compared to $32,095 for the nine months ended September 30, 2006, a
      decrease of $4,073 or approximately 13% due to the nature of the assets reaching
      the end of their useful lives.





**Net
      operating loss:**




Net
      operating loss for the quarter ended September 30, 2007 was $449,851 compared
      to
      a net operating loss of $375,927 for the quarter ended September 30, 2006,
      an
      increase of $73,924 or 20% as a result of the Company's increased content
      production and programming development, and bonuses awarded to Company
      officers.





Net
      operating loss for the nine months ended September 30, 2007 was $1,411,931
      compared to a net operating loss of $1,338,065 for the quarter ended September
      30, 2006, an increase of $73,866 or 6% for the reasons stated
      above.





**Other
      income (expense):**




Other
      income (expense) consisted of $53,633 of other expenses for the three months
      ended September 30, 2007 compared to $80,938 of other expenses for the same
      period in 2006, a decrease of $27,305 or approximately 34% primarily related
      to
      a loss on the disposal of certain fixed assets in the amount of $31,477, and
      a
      reduction in interest and financing costs of $58,782 during 2007 compared to
      the
      same period in 2006.





Other
      income (expense) consisted of $25,532 of other expenses for the nine months
      ended September 30, 2007 compared to $228,154 of other expenses for the same
      period in 2006, a decrease of $202,622 or approximately 89% primarily related
      to
      a gain on settlement of certain debts in the amount of $74,610 during 2007
      compared to a loss of $45,628 recognized in 2006, a loss on the disposal of
      fixed assets in the amount of $31,477, and reductions in interest expense and
      financing costs related to financing activities.





**Net
      loss:**





The
      net
      loss for the three and nine months ended September 30, 2007 was $503,484 and
      1,437,463 or approximately $0.02 and $0.06 per share, respectively, compared
      to
      a net loss of $456,865 and 1,566,219 or approximately $0.02 and $0.08 per share,
      respectively for the prior year periods. Net loss increased in the third quarter
      primarily due to the issuance of bonuses in the form of preferred stock to
      Company officers.





**LIQUIDITY
      AND CAPITAL RESOURCES**




The
      following table summarizes total assets, accumulated deficit, stockholders’
equity and working capital at September 30, 2007 compared to September 30,
      2006.




**September
                30,****2007**
            
            
            **2006**Total
                assets
            
            $
            61,521
            
            $
            105,604Accumulated
                deficit
            
            
            (14,759,246
            )
            
            (12,732,822
            )Stockholders’
                deficit
            
            
            (1,029,929
            )
            
            (878,681
            )Working
                capital deficit
            
            $
            (606,902
            )
            $
            (503,784
            )




15




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. As shown in the accompanying condensed financial statements, the
      Company has incurred recurring losses from operations resulting in an
      accumulated deficit of ($14,759,246), and as of September 30, 2007, the
      Company’s current liabilities exceeded its current assets by $606,902 and its
      total liabilities exceeded its total assets by $1,029,929.





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 12 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 for the foreseeable future. In the quarter
      ended September 30, 2007, the Company issued 752,169 shares of common stock
      valued at $93,575 in lieu of cash payments to employees and outside consultants.
      The Company is not in a position currently to determine an approximate number
      of
      shares that the Company may issue for the preceding purpose in fiscal 2007.





***Off-Balance
      Sheet Arrangements***





We
      do not
      have any off-balance sheet arrangements that have or are reasonably likely
      to
      have a current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results or operations, liquidity, capital
      expenditures or capital resources that is material to investors.





***Going
      concern***





Our
      financial statements are prepared using generally accepted accounting principles
      applicable to a going concern, which contemplates the realization of assets
      and
      liquidation of liabilities in the normal course of business. However, we have
      incurred recurring net losses of $2,154,460 in 2006 and $1,437,463 in the nine
      months ended September 30, 2007, and we have an accumulated deficit of
      $14,759,246 and a working capital deficit of $606,902 as of September 30, 2007.
      In order to obtain the necessary capital, we will need to raise additional
      funds. There are no assurances that we will be successful in raising additional
      capital, without which it would be unlikely for us to continue as a going
      concern.




The
      financial statements include adjustments that might result from the outcome
      of
      any uncertainty as to the Company’s ability to continue as a going concern. The
      financial statements do not include any adjustments relating to the
      recoverability and classification of recorded asset amounts, or amounts and
      classifications of liabilities that might be necessary should the Company be
      unable to continue as a going concern.




**Critical
      Accounting Policies and Estimates**





Revenue
      recognition





For
      revenue from product sales, the Company recognizes revenue in accordance with
      SEC Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial
      Statements” (“SAB 101”). SAB 101 requires that four basic criteria must be met
      before revenue can be recognized: (1) persuasive evidence of an arrangement
      exists; (2) delivery has occurred; (3) the selling price is fixed and
      determinable; and (4) collectibility is reasonably assured. Determination of
      criteria (3) and (4) are based on management’s judgments regarding the fixed
      nature of the selling prices of the products delivered and the collectibility
      of
      those amounts. Provisions for discounts and rebates to customers, estimated
      returns and allowances, and other adjustments are provided for in the same
      period the related sales are recorded. The Company defers any revenue for which
      the product has not been delivered or is subject to refund until such time
      that
      the Company and the customer jointly determine that the product has been
      delivered or no refund will be required.





Network
      revenue consists of monthly stage rentals, advertising sales, sponsorships,
      content licensing, and Pay Per view revenue, which is recognized as the service
      is performed. Broadcast television advertising revenue is recognized when
      advertisements are aired. Video production revenue is recognized as digital
      video film is completed and accepted by the customer. Stage rentals are
      recognized during the rental period, Sponsorship revenues are recognized when
      an
      entity sponsors the production of a show or specific content. Pay Per View
      revenues will be recognized when a viewer purchases the event to watch or
      participate in a live or pre taped television or web event. Content licensing
      is
      recognized when a customer purchases the right to use the company’s content in a
      specific market or on a specific platform.





16




Stock-based
      compensation





In
      December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment,
      which is a revision of SFAS No. 123, *Accounting
      for Stock-Based Compensation* .
      SFAS
      No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to
      Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the
      approach in SFAS No. 123(R) is similar to the approach described in SFAS No.
      123. However, SFAS No. 123(R) requires all share-based payments to employees,
      including grants of employee stock options, to be recognized in the income
      statement based on their fair values. Pro forma disclosure is no longer an
      alternative. The Company adopted SFAS No. 123 (R) during the fourth quarter
      of
      2005.





**FACTORS
      THAT MAY AFFECT OUR RESULTS OF OPERATION**





**Risks
      Associated With Our Business and Marketplace**





***We
      have incurred substantial losses and expect to continue to incur losses for
      the
      foreseeable future.***





For
      the
      last two fiscal years ended December 31, 2006 and 2005, we sustained net losses
      of $2,154,460 and $3,469,568, respectively. At September 30, 2007 we had a
      working capital deficit of $606,902. Capital requirements have been and will
      continue to be significant, and our cash requirements have exceeded cash flow
      from operations since inception. We are in need of additional capital to
      continue our operations and have been dependent on the proceeds of private
      placements of our securities to satisfy working capital requirements. We will
      continue to be dependent upon the proceeds of future offerings or to fund
      development of products, short-term working capital requirements, marketing
      activities and to continue implementing the current business strategy. There
      can
      be no assurance that we will be able to raise the necessary capital to continue
      operations.





***We
      will need additional capital in the future to finance our planned growth, which
      we may not be able to raise or it may only be available on terms unfavorable
      to
      us or our stockholders, which may result in our inability to fund our working
      capital requirements and harm our operational results.***





We
      have
      and expect to continue to have substantial capital expenditure and working
      capital needs. We believe that current cash on hand, anticipated revenues from
      operations and the other sources of liquidity are not sufficient to fund our
      operations through fiscal 2007. These continuing losses may be greater than
      current levels. If our revenues do not increase substantially or if our expenses
      exceed our expectations, we may never become profitable. Even if we do achieve
      profitability, we may not sustain profitability on a quarterly or annual basis
      in the future.





If
      operating difficulties or other factors, many of which are beyond our control,
      cause our revenues or cash flows from operations to decrease, we may be limited
      in our ability to spend the capital necessary to enhance our operations. If
      our
      resources or cash flows do not satisfy our operational needs, we will require
      additional financing, in addition to anticipated cash generated from our
      operations, to fund our planned growth. Additional financing might not be
      available on terms favorable to us, or at all. If adequate funds were not
      available or were not available on acceptable terms, our ability to fund our
      operations, take advantage of unanticipated opportunities, develop or enhance
      our business or otherwise respond to competitive pressures would be
      significantly limited. In such a capital restricted situation, we may maintain
      a
      status quo operational position and curtail any expansion plans.





If
      we
      raise additional funds through the issuance of equity or convertible debt
      securities, the percentage ownership of our stockholders would be reduced,
      and
      these newly issued securities might have rights, preferences or privileges
      senior to those of existing stockholders.





***Our
      internal controls may be inadequate, which could cause our financial reporting
      to be unreliable and lead to misinformation being disseminated to the public.***





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting. As defined in Exchange Act Rule 13a-15(f),
      internal control over financial reporting is a process designed by, or under
      the
      supervision of, the principal executive and principal financial officer and
      effected by the board of directors, management and other personnel, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles and includes those policies and
      procedures that: (i) pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of the
      assets of the Company; (ii) provide reasonable assurance that transactions
      are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that receipts
      and
      expenditures of the Company are being made only in accordance with
      authorizations of management and directors of the Company, and (iii) provide
      reasonable assurance regarding prevention or timely detection of unauthorized
      acquisition, use or disposition of the Company’ assets that could have a
      material effect on the financial statements.





We
      have a
      limited number of personnel that are required to perform various roles and
      duties. Furthermore, we have one individual, our CEO, who is responsible for
      monitoring and ensuring compliance with our internal control procedures. As
      a
      result, our internal controls may be inadequate or ineffective, which could
      cause our financial reporting to be unreliable and lead to misinformation being
      disseminated to the public. Investors relying upon this misinformation may
      make
      an uninformed investment decision.





17




***Our
      business is speculative, among other reasons, because our revenues are derived
      from the acceptance of our programming. Predicting what type of programming
      will
      be popular is difficult and our failure to develop appealing programming could
      materially adversely affect our business.***





Our
      programming is the key to our success. It represents the catalyst for generating
      our revenues, and is subject to a number of uncertainties. Our success depends
      on the quality of our programming and the quality of other programming released
      into marketplace at or near the same time as ours, the availability of
      alternative forms of entertainment and leisure time activities, general economic
      conditions and other tangible and intangible factors, all of which can change
      and cannot be predicted with certainty. There can be no assurance that our
      current or future programming will appeal to consumer or persons who would
      pay
      to broadcast it. Any failure to develop appealing programming would materially
      and adversely affect our business, results of operations and financial
      condition.





***We
      will rely on a number of third parties, and such reliance exposes us to a number
      of risks.***





Our
      operations depend on a number of third parties. We have limited control over
      these third parties and will most likely not have long-term agreements with
      many
      of them. We rely upon a number of third parties to carry our programming, and
      we
      will need to expand in the future the number of third parties doing this on
      our
      behalf. There can be no assurance that existing such agreements will not be
      terminated or that they will be renewed in the future on terms acceptable to
      us,
      or that we will be able to enter into additional such agreements. Our inability
      to preserve and expand the channels for distributing our programming would
      likely materially adversely affect our business, results of operations and
      financial condition.





We
      also
      will rely on a variety of technology that we will license from third parties.
      Our loss of or inability to maintain or obtain upgrades to any of these
      technology licenses could result in delays. These delays could materially
      adversely affect our business, results of operations and financial condition,
      until equivalent technology could be identified, licensed or developed and
      integrated. Moreover, we occasionally use third parties in connection with
      our
      production work and work on our website. In addition, we do not own a gateway
      onto the Internet. Instead, we now and presumably always will rely on a network
      operating center to connect our website to the Internet. Overall, our inability
      to maintain satisfactory relationships with the requisite third parties on
      acceptable commercial terms, or the failure of such third parties to maintain
      the quality of services they provide at a satisfactory standard, could
      materially adversely affect our business, results of operations and financial
      condition.





***The
      current change in our business focus presents a number of challenges and may
      not
      prove to be successful or allow for us to become profitable.***





Historically,
      we have distributed our programming by means of multiple platforms including
      television syndication, DVD sales, our website, and our proprietary 24-hour
      private network inside Las Vegas and Atlantic City gaming hotels. We recently
      decided to change our focus and broaden our distribution channels. In 2006,
      we
      broadened our operations and begun to focus on distributing our programming
      through a new Broadband Network, and through cable television, broadcast and
      satellite television, Video On Demand, Pay-Per-View, DVD distribution. This
      change in focus is expected to increase our costs, to require the additional
      financing being sought hereby, and to affect our financial model in terms of
      margins, cash flow requirements, and other areas. We have an extremely limited
      history with respect to the direction our business is now taking. There can
      be
      no assurance that we will be able to succeed in implementing our strategy,
      or
      that we will be able to achieve positive cash flow or profitable operations
      as a
      result of these changes in our business.





***We
      may be adversely affected by changing consumer preferences.***





Gambling
      appears to have become more accepted by and popular with many more persons
      in
      recent years. However, the gambling industry is subject to shifting consumer
      preferences and perceptions. A dramatic shift in consumer acceptance or interest
      in gaming could materially adversely affect us.





**Risk
      Factors Relating to Our Common Stock**





***If
      we fail to remain current on our reporting requirements, we could be removed
      from the OTC Bulletin Board which would limit the ability of broker-dealers
      to
      sell our securities and the ability of stockholders to sell their securities
      in
      the secondary market.***





Companies
      trading on the OTC Bulletin Board, such as us, must be reporting issuers under
      Section 12 of the Securities Exchange Act of 1934, as amended, and must be
      current in their reports under Section 13, in order to maintain price quotation
      privileges on the OTC Bulletin Board. More specifically, NASD has enacted Rule
      6530, which determines eligibility of issuers quoted on the OTC Bulletin Board
      by requiring an issuer to be current in its filings with the Commission.
      Pursuant to Rule 6530(e), if we file our reports late with the Commission three
      times in a two-year period or our securities are removed from the OTC Bulletin
      Board for failure to timely file twice in a two-year period then we will be
      ineligible for quotation on the OTC Bulletin Board. Our quarterly reports for
      the periods ended June 30, 2006 and September 30, 2006 were considered late
      as
      we were unable to meet the filing grace period as defined under Rule 12b-25.
      Therefore, if we have one more late filing within the next two years we will
      be
      in jeopardy of losing our eligibility for quotation on the OTC Bulletin Board,
      which could severely adversely affect the market liquidity for our securities
      by
      limiting the ability of broker-dealers to sell our securities and the ability
      of
      stockholders to sell their securities in the secondary market.





18




***Because
      our common stock is deemed a low-priced “Penny” Stock, an investment in our
      common stock should be considered high risk and subject to marketability
      restrictions.***





Since
      our
      common stock is a penny stock, as defined in Rule 3a51-1 under the Securities
      Exchange Act, it will be more difficult for investors to liquidate their
      investment of our common stock. Until the trading price of the common stock
      rises above $5.00 per share, if ever, trading in the common stock is subject
      to
      the penny stock rules of the Securities Exchange Act specified in rules 15g-1
      through 15g-10. Those rules require broker-dealers, before effecting
      transactions in any penny stock, to:





·
            Deliver
                to the customer, and obtain a written receipt for, a disclosure
                document;


·
            Disclose
                certain price information about the
                stock;


·
            Disclose
                the amount of compensation received by the broker-dealer or any associated
                person of the broker-dealer;


·
            Send
                monthly statements to customers with market and price information
                about
                the penny stock; and


·
            In
                some circumstances, approve the purchaser’s account under certain
                standards and deliver written statements to the customer with information
                specified in the rules.





Consequently,
      the penny stock rules may restrict the ability or willingness of broker-dealers
      to sell the common stock and may affect the ability of holders to sell their
      common stock in the secondary market and the price at which such holders can
      sell any such securities. These additional procedures could also limit our
      ability to raise additional capital in the future.





***NASD
      sales practice requirements may also limit a stockholder's ability to buy and
      sell our stock.***





In
      addition to the “penny stock” rules described above, the National Association of
      Securities Dealers (NASD) has adopted rules that require that in recommending
      an
      investment to a customer, a broker-dealer must have reasonable grounds for
      believing that the investment is suitable for that customer. Prior to
      recommending speculative low priced securities to their non-institutional
      customers, broker-dealers must make reasonable efforts to obtain information
      about the customer's financial status, tax status, investment objectives and
      other information. Under interpretations of these rules, the NASD believes
      that
      there is a high probability that speculative low priced securities will not
      be
      suitable for at least some customers. The NASD requirements make it more
      difficult for broker-dealers to recommend that their customers buy our common
      stock, which may limit your ability to buy and sell our stock and have an
      adverse effect on the market for our shares.





**Item
      3. Controls and Procedures**





We
      maintain disclosure controls and procedures designed to ensure that information
      required to be disclosed in reports filed under the Securities Exchange Act
      of
      1934, as amended, is recorded, processed, summarized and reported within the
      specified time periods. We conducted an evaluation, with the participation
      of
      Mark Bradley, our Chief Executive Officer and Principal Accounting Officer,
      of
      the effectiveness of the design and operation of our disclosure controls and
      procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934, as amended, as of September 30, 2007, to ensure that
      information required to be disclosed by us in the reports filed or submitted
      by
      us under the Exchange Act is recorded, processed, summarized and reported,
      within the time periods specified in the Securities Exchange Commission's rules
      and forms, including to ensure that information required to be disclosed by
      us
      in the reports filed or submitted by us under the Exchange Act is accumulated
      and communicated to our management, including our principal executive and
      principal accounting officer, or persons performing similar functions, as
      appropriate to allow timely decisions regarding required disclosure. Based
      upon
      his evaluation, Mr. Bradley concluded that as of September 30, 2007, our
      disclosure controls and procedures were effective.





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





There
      were no changes in our internal control over financial reporting, as defined
      in
      Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently
      completed fiscal quarter that have materially affected, or are reasonably likely
      to materially affect, our internal control over financial
      reporting.





**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.





19





**Item
      2. Changes in Securities**





**Recent
      Sales of Unregistered Securities**





On
      July
      20, 2007, the Company sold 1,250,000 shares of common stock, and warrants to
      purchase another 1,250,000 shares at $0.25 per share, to an accredited investor
      for $250,000.




On
      July
      26, 2007, the Company sold 34,000 shares of common stock, and warrants to
      purchase another 34,000 shares at $0.15 per share, to an individual investor
      for
      $5,100.




On
      July
      30, 2007, the Company entered into a consulting agreement and authorized the
      issuance of 120,000 shares of common stock in consideration for
      services.




On
      September 18, 2007, the board of directors
      authorized the issuance of 150,000 shares of series A preferred stock to each
      of
      two of the Company's officers as a compensation bonus. The preferred shares
      carry preferential voting rights of 25:1 and are convertible to common stock
      on
      a 1:1 basis. The total fair value of the common stock on September 18, 2007
      was $60,000. The shares had been authorized, but un-issued as of September
      30, 2007.




On
      September 18, 2007, the Company authorized and
      issued 110,000 shares of common stock to five different individuals for services
      rendered. The common stock was valued at a total of $22,000.




On
      September 18, 2007, the Company authorized and
      issued 100,000 shares of common stock to an investor relation company as
      part of an agreement that also called for the contribution of another 100,000
      shares from a significant shareholder. The 100,000 shares of common stock were
      recorded as donated capital and valued at $20,000. The other 100,000 shares
      of
      common stock were also valued at $20,000. The entire expense of $40,000 is
      being amortized over the 4 month life of the agreement, and $5,000 was expensed
      in the three months ending September 30, 2007.




On
      September 18, 2007, the Company issued 177,169
      shares of common stock to a note holder per the conversion terms of the
      convertible promissory note. The shares were exchanged for $25,000 of
      principal and $1,575 of accrued interest.





We
      believe that the issuance of all the shares described above was exempt from
      the
      registration and prospectus delivery requirements of the Securities Act of
      1933
      by virtue of Section 4(2). The shares were issued directly by the Company and
      did not involve a public offering or general solicitation. Each
      individual/entity was afforded an opportunity for effective access to files
      and
      records of the Company that contained the relevant information needed to make
      its investment decision, including the financial statements and Exchange Act
      reports. We reasonably believe that the individuals/entities immediately prior
      to issuing the shares, had such knowledge and experience in financial and
      business matters that they were capable of evaluating the merits and risks
      of
      their investment. Additionally, the individuals/entities had the opportunity
      to
      speak with our management on several occasions prior to its investment decision.




Stock
      Options





On
      July
      23, 2007, the Company granted 25,000 stock options to a consultant for services
      rendered. The options are exercisable until July 23, 2010 at an exercise price
      of $0.30 per share.





On
      July
      23, 2007, the Company granted 50,000 stock options to an employee as a bonus.
      The options are exercisable until July 23, 2010 at an exercise price of $0.30
      per share.





On
      July
      23, 2007, the Company granted 50,000 stock options to an employee as a bonus.
      The options are exercisable until July 23, 2010 at an exercise price of $0.30
      per share.





On
      July
      23, 2007, the Company granted 10,000 stock options to a consultant for services
      rendered. The options are exercisable until July 23, 2009 at an exercise price
      of $0.30 per share.




On
        July
        24, 2007, the Company granted 250,000 options as part of a consulting agreement
        for services rendered.
  On
        September 24, 2007, the Company granted 50,000 options to a consultant for
        services rendered.


On
        September 24, 2007, the Company granted 50,000 options to an employee as
        a
        bonus.


On
        September 24, 2007, the Company granted 30,000 options to an employee as
        a
        bonus.
 On
          September 24, 2007, the Company granted 50,000 options to a
          director.
  On September
            24, 2007, the Company granted 200,000 options as part of a consulting
            agreement
            for services rendered.


We
      believe that the issuance of all the options described above was exempt from
      the
      registration and prospectus delivery requirements of the Securities Act of
      1933
      by virtue of Section 4(2). The options were issued directly by the Company
      and
      did not involve a public offering or general solicitation. Each individual
      was
      afforded an opportunity for effective access to files and records of the Company
      that contained the relevant information needed to make their investment
      decision, including the financial statements and Exchange Act reports. We
      reasonably believe that the individuals immediately prior to issuing the
      options, had such knowledge and experience in financial and business matters
      that they were capable of evaluating the merits and risks of their investment.
      Additionally, the individuals had the opportunity to speak with our management
      on several occasions prior to its investment decision.




Item
      5. Other
      Information




On
        June
        18, 2007, the Company appointed Terry Joseph Debono to the Company's Board
        of
        Directors.


**Item
      6. Exhibits**





31.
            Certification
                of Mark Bradley, CEO and Principal Accounting Officer pursuant to
                Section
                302 of the Sarbanes-Oxley Act





32.
            Certification
                of Mark Bradley, CEO and Principal Accounting Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act




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**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this report to be signed on its behalf by the undersigned, thereunto
      duly authorized.





PLAYERS
                  NETWORK(Registrant)By:/s/
                  Mark BradleyMark
                  Bradley, Chief Executive Officer(Principal
                  Executive Officer andPrincipal
                  Accounting Officer)Date:
                  November 14, 2007


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