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