UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. AMENDMENT NO. 1 TO FORM 10-KSB/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2003 ----------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ Commission file number 000-29363 --------- The Players Network -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 88-0343702 --------------------------- --------------------- (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 4620 Polaris Avenue, Las Vegas, Nevada 89103 -------------------------------------- -------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (702) 895-8884 -------------- Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange to be registered on which registered None None ------------------- --------------------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $.001 Per Share --------------------------------------- (Title of class) PURPOSES OF AMENDMENT The Players Network (the "Company") is filing this its Amendment No. 1 to its Annual Report on Form 10-KSB for its fiscal year ended December 31, 2003 to add the Company's Independent Auditors' Report for such year. No other amendment to such Annual Report is being made in this connection. INDEPENDENT AUDITORS' REPORT To the Shareholders and Board of Directors of The Players Network Las Vegas, Nevada We have audited the accompanying balance sheet of The Players Network (PNTV) as of December 31, 2003 and the related statements of operations, stockholders' equity and cash flow for each of the two years then ended. These financial statements are the responsibility of PNTV's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position and results of operations of The Players Network as of December 31, 2003, and for each of the two years then ended in conformity with accounting principles generally accepted in the United States of America. Malone & Bailey, PLLC Houston, Texas www.malone-bailey.com March 22, 2004 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this amendment to be signed on behalf by the undersigned, thereunto duly authorized. Dated: June __, 2004 THE PLAYERS NETWORK By: /s/ Mark Bradley ----------------------------- Its: Chief Executive Officer