<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

          [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                       For the quarter ended June 30, 1999

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
           For the transition period from ____________ to ____________

                         Commission file number 33-80321

                                 FTM MEDIA, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Colorado                                       84-1295270
  (State or other jurisdiction                           I.R.S. Employer
of incorporation or organization)                     Identification number

6991 East Camelback Road, #D103, Scottsdale, AZ              85251
(Address of principal executive offices)                   (Zip Code)

  Registrant's telephone number, including area code:   (480) 425-0099

      Redwood Broadcasting, Inc.
      P.O. Box 3463, 11 Sundial Circle #17, Carefree, Arizona  85377
      (Former Name or Address if Changed Since Last Report)

Securities to be registered under Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:
   Common Stock, $.004 par value

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [x] No [ ]

The number of shares of the registrant's $.004 par value Common Stock
outstanding as of June 30, 1999 was 6,319,542
<PAGE>   2
                                      INDEX


PART I.  FINANCIAL INFORMATION

     Item 1.  Consolidated Financial Statements

                  Consolidated Balance Sheet as of
                  June 30, 1999 and March 31, 1999 ...........................3

                  Consolidated Statements of Operations for the Three
                  months ended June 30, 1999 and June 30, 1998................4

                  Consolidated Statements of Cash Flows for the Three
                  months ended June 30, 1999 and June 30, 1998................5

                  Consolidated Statement of Changes in Stockholders
                  Deficit for Three months ended June 30, 1999................6

                  Notes to Consolidated Financial Statements..................7

     Item 2.      Management's Discussion and Analysis or
                  Plan of Operations.........................................14

PART II. OTHER INFORMATION

     Item 1.      Legal Proceedings..........................................20

     Item 2.      Changes in Securities......................................21

     Item 3.      Defaults under Senior Securities ..........................21

     Item 4.      Submission of Matters to a vote of security holders........21

     Item 5.      Other Matters..............................................21

     Item 6.      Exhibits and Reports on Form 8-K...........................21

                  Signatures ................................................22
<PAGE>   3
                         FTM MEDIA, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          June 30, 1999       March 31, 1999
                                                                           (unaudited)          (audited)
<S>                                                                       <C>                 <C>
                                     ASSETS

Current Assets
  Cash and Cash Equivalents                                                 2,301,053           2,027,833
  Prepaid Expenses                                                            225,081              23,968
                                                                           ------------------------------
                Total Current Assets                                        2,526,134           2,051,801


Property and Equipment - Net of Accumulated Depreciation                      440,047              70,499

Other Assets
  Lease Deposits                                                               11,660              20,535
  Web Site Design - IN Progress                                                     0             131,568
  Goodwill - Net of Amortization                                               74,587              76,550
                                                                           ------------------------------

                Total Assets                                                3,052,428           2,350,953
                                                                           ------------------------------



                      LIABILITIES AND STOCKHOLDERS DEFICIT

Liabilities
  Accounts Payable                                                            406,873             208,101
  Accrued Expenses                                                                  0              64,820
  Short Term Portion of Notes Payable                                          84,892                   0
                                                                           ------------------------------
                Total Liabilities                                             491,765             272,921

Minority Interest
  Preferred Stock of Subsidiary                                               423,508             415,889
  Common Stock of Subsidiary                                                2,807,226           2,771,261
                                                                           ------------------------------
                Total Minority Interest                                     3,230,734           3,187,150

Stockholders Deficit
  Series B Preferred Stock - $.04 Par, 2,500,000 shares authorized
           267,522 issued and outstanding                                      10,701                   0
  Common Stock - $.004 Par, 12,500,000 shares authorized
           6,319,542 shares issued and outstanding                             25,278              25,278
  Additional Paid In Capital                                                1,366,504                   0
  Deficit accumulated During Development stage                             (2,072,555)         (1,134,396)
                                                                           ------------------------------
                Total Stockholders Deficit                                   (670,072)         (1,109,118)
                                                                           ------------------------------

                Total Liabilities and Stockholders Equity                   3,052,428           2,350,953
                                                                           ==============================
</TABLE>
<PAGE>   4
                           FTM MEDIA, INC. AND SUBSIDIARY

                         CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>

                                                     3 months               3 months
                                                      ended                   ended
                                                   June 30, 1999          June 30, 1998
                                                    (unaudited)            (unaudited)
<S>                                               <C>                   <C>
Total Revenues                                             0                    0

Website development costs                            509,504                    0
Capital Formation Expense                            142,788                    0
Consulting Fees                                      116,180                    0
Contract Labor                                         1,948                    0
Depreciation and Amortization                         21,385                    0
Directors Fees and Expenses                            4,812                    0
Employment Fees and Costs                              2,254                    0
Insurance                                             20,890                    0
Internet connection and maintenance                   35,249                    0
Legal and Accounting Fees                            114,677                    0
Office and Computer supplies                          13,535                    0
Other                                                 20,826                    0
Payroll                                              157,908                    0
Payroll Taxes and Benefits                            22,655                    0
Rent                                                  36,519                    0
Telephone                                             20,712                    0
Travel and Entertainment                              30,770                    0
                                                  -------------------------------

           Total Expenses                          1,272,613                    0

Loss Before other Income                          (1,272,613)                   0

Other Income

Interest Income net of interest expense               10,383                    0
                                                  -------------------------------

Loss Before Provision of Income Taxes             (1,262,230)                   0

Provision for Income taxes                                 0                    0
                                                  -------------------------------

Loss Before minority interest                     (1,262,230)                   0

Minority Interest                                    324,071                    0
                                                  -------------------------------

Net Loss                                            (938,159)                   0
                                                  ===============================

Basic Loss Per common share                           (0.148)               0.000

Weighted Average number of common shares           6,319,542            6,319,542
</TABLE>
<PAGE>   5
                          FTM MEDIA, INC. AND SUBSIDIARY

                       CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                    3 months               3 months
                                                                      ended                  ended
                                                                  June 30, 1999         June 30, 1998
                                                                   (unaudited)           (unaudited)
<S>                                                               <C>                   <C>
OPERATING ACTIVITIES

Net Income (loss)                                                  (938,159)                   0
Adjustments to reconcile net income (loss)
   to net cash used in operating activities:
      Depreciation and amortization                                  21,385                    0
      Decrease in Capitalized development costs                     131,568                    0
      Minority Interest                                            (324,071)                   0
      Increase in liquidation value - minority interest               7,619                    0
      Changes in Operating Assets & Liabilities
      Increase in Prepaid assets                                   (201,113)                   0
      Decrease in Deposits                                            8,875                    0
      Increase in Accounts Payable                                  133,952                    0
      Increase in short term notes payable                           84,892                    0
                                                                 -------------------------------

              Net Cash Flow from Operating Activities            (1,075,052)                   0

INVESTMENT ACTIVITIES

Acquisition of Fixed Assets                                        (388,969)                   0


Financing Activities

  Private Placement - Common Stock of subsidiary                    360,036                    0
  Private Placement - Sale of Preferred Stock                     1,565,005                    0
  Payment of Preferred Dividends                                   (187,800)                   0
                                                                 -------------------------------

              Net Cash Flow from financing                        1,737,241                    0
                                                                 -------------------------------

Net increase in Cash and Cash Equivalents                           273,220                    0

Cash and Cash Equivalents beginning of quarter                    2,027,833                2,796
Cash and Cash Equivalents end of quarter                          2,301,053                2,796
</TABLE>
<PAGE>   6
FTM MEDIA, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS DEFICIT

<TABLE>
<CAPTION>
                                                                                                          Deficit
                                                                                                        accumulated
                                                                                           Additional     during
                                         Par      Common                Par     Preferred   Paid in      development
                            Shares      Value     Stock      Shares     Value     Stock      Capital        stage
<S>                       <C>           <C>       <C>        <C>        <C>     <C>        <C>          <C>
            3/31/99       6,319,542     0.004     25,278                              0            0     (1,134,396)

Increase in liquidation
  of INRG preferred
     stock

INRG stock purchased by
  minority
  shareholders 4/99

Sale of FTM Series B
preferred stock                                                267,522   0.04    10,701     1,554,304

Dividend paid on
preferred stock                                                                             (187,800)

Net Loss                                                                                                   (938,159)

                        -------------------------------------------------------------------------------------------
Balance - 6/30/99         6,319,542     0.004     25,278       267,522   0.04    10,701     1,366,504    (2,072,555)
</TABLE>

<TABLE>
<CAPTION>
                               total
                            stockholders     minority
                            equity(deficit)  interest
<S>                         <C>              <C>
            3/31/99           (1,109,118)    3,187,150

Increase in liquidation
  of INRG preferred
     stock                                       7,619

INRG stock purchased by
  minority
  shareholders 4/99                            360,036

Sale of FTM Series B
preferred stock                1,565,005

Dividend paid on
preferred stock                (187,800)

Net Loss                        (938,159)     (324,071)

                          ----------------------------
Balance - 6/30/99               (670,072)    3,230,734
</TABLE>
<PAGE>   7
                        FTM MEDIA, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

1.       General

The accompanying unaudited financial statements of FTM Media, Inc. formerly
Redwood Broadcasting, Inc. Have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-QSB and article 10 of Regulation S-X. Accordingly they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The balance
sheet at March 31, 1999 has been derived from audited consolidated financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.

The accompanying financial statements are unaudited and reflect all adjustments
which are in the opinion of management necessary for a fair presentation of the
financial position and operating results for the interim periods. The
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto, together with management's
discussion and analysis of financial condition and results of operations,
contained in the Company's annual report on Form 10-KSB for the fiscal year
ended March 31, 1999. Results of operations for interim periods are not
necessarily indicative of results which may be expected for the year as a whole.

2.       Nature of Operations and Summary of Significant Accounting Policies

         FTM Media, Inc.

                  The Corporation was formed in December 1994 pursuant to the
         laws of the State of Colorado with the name Redwood Broadcasting, Inc.
         On July 19, 1999 at a special meeting of shareholders, the shareholders
         approved changing the name of the Corporation to FTM Media, Inc. On
         December 31, 1998, substantially all of the assets and liabilities of
         FTM/Redwood were transferred to a wholly owned subsidiary. The common
         stock of the subsidiary was then to be distributed to the FTM/Redwood
         shareholders. As a result of this and the reverse acquisition of the
         Corporation by Interactive Radio Group, Inc. (INRG), the prior
         operations of FTM/Redwood are not reflected in these financial
         statements. Accordingly the financial statements reflect the operating
         activity of FTM/Redwood beginning with the acquisition of the majority
         interest in INRG. The Corporation is in the development stage as its
         operations involve the raising of capital, market research and start up
         production. Because it is in the development stage, the Corporation has
         had no revenue from product sales, which is not regarded as typical for
         normal operating periods.

         Interactive Radio Group, Inc.

                  Interactive Radio Group, Inc. was formed in February 1994
         pursuant to the laws of the State of Delaware. The company was inactive
         until April, 1998 when it began its business of designing and hosting
         Internet websites for radio stations. The acquisition of the majority
         interest in INRG by FTM/Redwood was accounted for as a reverse
         acquisition, resulting in the historic operations of INRG being treated
         as the historical operations of the Corporation. Accordingly the
         accompanying historic financial statements have been restated to
         reflect the financial position, results of operations and
<PAGE>   8
         cash flows for all periods presented as if the recapitalization
         had occurred at the beginning of the earliest period presented.

         Cybermusic Acquisition Corp.

                  Cybermusic Acquisition Corp. was formed in February, 1996
         pursuant to the laws of the State of Delaware. Cybermusic was acquired
         by INRG and became a wholly owned subsidiary in December, 1998.
         Cybermusic's principal business of designing websites for radio
         stations has been carried on by INRG since the acquisition. The
         acquisition of Cybermusic by INRG was accounted for as a reverse
         acquisition, resulting in the historic operations of Cybermusic being
         treated as the historical operations of the Corporation. Accordingly
         the accompanying historic financial statements have been restated to
         reflect the financial position, results of operations and cash flows
         for all periods presented as if the recapitalization had occurred at
         the beginning of the earliest period presented.

         Method of Accounting

                  The Corporation maintains its books and prepares its financial
         statements on the accrual basis of accounting.

         Cash and Cash Equivalents
         Cash and cash equivalents include time deposits, certificates of
         deposit and all highly liquid debt instruments with original maturities
         of three months or less. The Company maintains cash and cash
         equivalents at financial institutions which periodically may exceed
         federally insured amounts.

         Fixed Assets and Depreciation

                  Fixed Assets are stated at cost, less accumulated depreciation
         computed using the straight line method over the estimated useful lives
         as follows:

                       Office Equipment          3-5 years
                       Office Furniture            5 years
                       Leasehold Improvements      7 months

         Maintenance and repairs are charged to expense. The cost of assets
         retired or disposed of and their related accumulated depreciation are
         removed from the accounts.

         Web Site Design - In progress

                  The Corporation had previously capitalized its costs incurred
         in developing its websites for radio stations. The Company now charges
         to expense all such costs. The Company has expensed all such previously
         capitalized costs.

         Goodwill

                  Goodwill has been capitalized and is being amortized over ten
         years.

         Net Loss Per Common Share

                  Net income (loss) per common share is computed in accordance
         with SFAS 128, "Earnings Per Share" by dividing the income available to
         common stockholders by the weighted average number of common shares
         outstanding for each period after reflecting the recapitalization. The
         effects of conversion of Convertible Preferred Stock were not included
         in the calculation of diluted loss per share because the Corporation
         has
<PAGE>   9
         experienced losses in all of the periods presented and therefore
         the effect would be anti-dilutive.

         Income Taxes

                  The Corporation accounts for income taxes in accordance with
         SFAS 109 " Accounting for Income Taxes", using the asset and liability
         approach, which requires recognition of deferred tax liabilities and
         assets for the expected future tax consequences of temporary
         differences between the carrying amounts and the tax basis of such
         assets and liabilities. The method uses enacted statutory tax rates in
         effect for the year in which the temporary differences are expected to
         reverse and gives immediate effect to changes in income tax rates upon
         enactment. Deferred tax assets are recognized, net of any valuation
         allowance, for temporary differences and net operating loss and tax
         credit carry forwards. Deferred income tax expense represents the
         change in net deferred assets and liability balances. The Corporation
         had no material deferred tax assets or liabilities for the period
         presented.

3.       Stockholder's Equity

         During June, 1999 the Corporation received $1,565,005 in a private
         placement of 267,522 shares of $.04 par value Series B Convertible
         Preferred Stock. Pursuant to the terms of the Series B Convertible
         Preferred Stock, the Corporation in June, 1999 paid $187,800 in
         dividends to the holders of the Series B Convertible Preferred Stock.
         The rights, privileges and restrictions of the Series B Convertible
         Preferred Stock are as follows:

           a.  The stock ranks senior to Common Stock and any other
               class or series of capital stock of the Corporation with respect
               to liquidation, dissolution or winding up of the business.

           b.   Holders of the Series B Convertible Preferred Stock are
               entitled to receive annual dividends in the amount of $.702 per
               share payable on each semi-annual anniversary of the Series B
               Convertible Preferred Stock Issue Date. The dividends payable for
               the twelve month period immediately following the Series B
               Convertible Preferred Stock Issue Date shall be paid on the
               Series B Convertible Preferred Stock Issue Date.

           c.  Holders of the Series B Convertible Preferred Stock have
               no voting rights except for those minimum voting rights required
               by the Business Corporation Act of the State of Colorado, in
               which case the Series B Convertible Preferred Stock shall vote
               together with the Common Stock as a single class, unless the
               Business Corporation Act of the State of Colorado requires that
               the Series B Convertible Preferred Stock has the right to vote
               separately as a single class.

           d.  Holders of the Series B Convertible Preferred Stock have
               the option to convert their Series B Convertible Preferred Stock
               to common shares anytime at an amount equal to $5.85 divided by
               the conversion price. The conversion price shall be equal to
               $5.85 minus the aggregate amount of accrued dividends per share
               which are then unpaid for fifteen days or more multiplied by
               .64103.

           e. The Corporation may cause each share of Series B
              Convertible Preferred Stock to be automatically converted into
              shares of common stock at an amount equal to $5.85 minus the
              aggregate amount of accrued dividends per share which are then
              unpaid for fifteen days or more multiplied by
<PAGE>   10
               .64103. as of any date on which the closing price for each of the
               twenty trading days preceding such date equals or exceeds $8.35
               per share. Such conversion cannot occur prior to the first
               anniversary of Series B Convertible Preferred Stock Issue Date.

          f.   In the case of a capital reorganization or reclassification of
               outstanding shares of Common Stock or in case of any merger of
               the Corporation into another corporation or in case of a sale or
               conveyance to another corporation of all or substantially all of
               the assets or property of the Corporation each share of Series B
               Convertible Preferred Stock shall thereafter be convertible into,
               in lieu of the Common Stock issuable upon such conversion, the
               kind and amount of shares of stock and other securities and
               property receivable upon the consummation of such transaction by
               a holder of that number of shares of Common Stock into which one
               share of Series B Convertible Preferred Stock was convertible
               immediately prior to such transaction.


4.       Fixed Assets

                  Fixed Assets are recorded at cost and consisted of the
        following at June 30, 1999 and March 31, 1999:

<TABLE>
<CAPTION>
                                                         1999           1998
                                                         ----           ----
<S>                                                     <C>            <C>
                    Computer Equipment                  346,494        56,548
                    Office Equipment                    103,220        16,065
                    Leasehold Improvements               11,869             0
                                                        -------       -------
                                                        461,583        72,613
                    Less Accumulated Depreciation        21,537         2,114
                                                        -------       -------
                    Net Fixed Assets                    440,047        70,499
</TABLE>

                  Depreciation expense for the quarters ended June 30, 1999 and
         March 31, 1999 was $19,422 and $2,114 respectively

5.       Goodwill

                  The Corporation acquired goodwill with INRG's purchase of
         Cybermusic. Goodwill is being amortized over ten years and consisted of
         the following at June 30, 1999 and March 31, 1999.

<TABLE>
<CAPTION>
                                                                1999         1998
                                                                ----         ----
<S>                                                            <C>          <C>
                    Goodwill                                   78,513       78,513
                    Less: Accumulated Amortization              3,926        1,963
                                                               ------       ------
                    Net Goodwill                               74,587       76,550
</TABLE>


                  Amortization expense for the quarters ended June 30, 1999 and
         March 31, 1999 was $1,963 and $1,963 respectively

6.       Notes Payable

                  Notes Payable consist at June 30, 1999 of a note payable to
                  AICCO with interest at 8.95% payable in monthly installments
                  of principal and interest $10,976.99 through February 2000
                  with the remaining balance due at that date.
<PAGE>   11
7.       Minority Interest

                  The minority interest in INRG has two components:

                  1. Preferred Stock of Subsidiary

                     INRG issued 40,637 shares of series A Preferred Stock, par
                     value $.001 to the former shareholders of Cybermusic, upon
                     acquisition in December 1998, The minority interest in the
                     Preferred stock of INRG was recorded at the stocks
                     liquidation value of $10 per share and goodwill was
                     recorded for $78,513. Rights, privileges and restrictions
                     of the Series A Preferred Stock are as follows:

                     a.    The stock ranks senior to Common Stock and any other
                           class or series of capital stock of the Corporation
                           with respect to liquidation, dissolution or winding
                           up of the business.

                     b.    Holders of the stock are not entitled to receive
                           dividends or other distributions except upon
                           liquidation, dissolution or winding up of the
                           business.

                     c.    Holders of the stock have a right to vote with the
                           Common stockholders as a single class unless the
                           Delaware General Corporation Law requires the Series
                           A Preferred stockholders to vote separately as a
                           class.

                     d.    Holders have the option to convert their stock to
                           common shares equal to the Series A Preferred Stock
                           liquidation value anytime after September 30, 2000,
                           or to common stock of a parent corporation if more
                           than 80% of the issued and outstanding Common Stock
                           of INRG is owned by another corporation.

                     e.    Holders may redeem their stock for cash equal to the
                           liquidation value anytime after December 7, 2001.
                           INRG may elect to redeem any or all of the
                           outstanding shares of series A Preferred stock
                           anytime, at the liquidation value.

                     f.    The liquidation clue of each share of Series A
                           Preferred Stock is $10, increased with interest
                           compounded annually at 7.5% for three years
                           commencing on the issuance date. The Corporation
                           recorded interest expense on the liquidation value in
                           the amount of $7,619 during the quarter ended June
                           30, 1999. The Series A Preferred Stock liquidation
                           value consisted of the following at June 30, 1999:

<TABLE>
<S>                                                                             <C>
                                    Liquidation value at issuance               $406,370
                                    Accrued interest to date                      17,138
                                                                                --------
                                    Total Liquidation Value                     $423,508
</TABLE>

                  2. Common Stock of Subsidiary

                     On March 31, 1999, FTM/Redwood acquired 90.85% of the
                     issued and outstanding Common Stock of INRG. The remaining
                     9.15% of Common Stock represented a minority interest in
                     INRG. The parent corporation and the minority interest
                     share pro rata in the net income or loss of INRG.

                     During March, 1999, subsequent to the acquisition, INRG
                     received $2,883,897 from a private placement offering for
                     960,616 common shares. During April, 1999 INRG received a
                     further $360,036 from the same private placement offering
                     for 120,012 common shares. With the issuance of these
<PAGE>   12
                     shares the minority interest in INRG increased to 25.67%
                     and will increase further if additional common shares are
                     issued. The $3,243,933 of stock purchased is included on
                     the balance sheet under Minority Interest - Common Stock of
                     Subsidiary.

                  8. Related Party Transactions

                     The Corporation has entered into a management agreement to
                     pay consulting fees on a monthly basis to Ingenious
                     Enterprises, Inc. a Nevada corporation in the amount of
                     $120,000 annually commencing October 1, 1998 on behalf of
                     the services provided by Ron Conquest. Conquest, an
                     employee of Ingenious Enterprises, Inc. is the President,
                     Chief Executive Officer and a Director of the Corporation.
                     Consulting fees paid pursuant to this agreement during the
                     quarters ended June 30, 1999 and June 30, 1998 were $30,000
                     and 0 respectively.

                     The Corporation has entered into a management agreement to
                     pay consulting fees on a monthly basis to EchoMedia in the
                     amount of $75,000 annually commencing February 1, 1999 on
                     behalf of the services provided by Greg Mastroieni.
                     Mastroieni, the owner of EchoMedia is a member of the Board
                     of Directors of the Corporation. Consulting fees paid
                     pursuant to this agreement during the quarters ended June
                     30, 1999 and June 30, 1998 were $18,750 and 0 respectively.

                     The Corporation has entered into a management agreement to
                     pay consulting fees on a monthly basis to Four Score
                     Entertainment, Inc. in the amount of $75,000 annually
                     commencing February 1, 1999 on behalf of the services
                     provided by Jeffery Pollack. Pollack, an employee of Four
                     Score Entertainment, Inc. is a member of the Board of
                     Directors of the Corporation. Consulting fees paid pursuant
                     to this agreement during the quarters ended June 30, 1999
                     and June 30, 1998 were $18,750 and 0 respectively.

                     The Corporation has entered into a management agreement to
                     pay consulting fees on a monthly basis to BW Productions in
                     the amount of $120,000 annually commencing February 1, 1999
                     on behalf of the services provided by Robert Wilson.
                     Wilson, an employee of BW Productions is Vice Chairman and
                     a member of the Board of Directors of the Corporation.
                     Consulting fees paid pursuant to this agreement during the
                     quarters ended June 30, 1999 and June 30, 1998 were $30,000
                     and 0 respectively.

                  9. Income Taxes

                     The Corporation has $2,437,335 of consolidated net
                     operating loss carryforwards for federal tax purposes as of
                     June 30, 1999, which are available to offset future taxable
                     income and expire during the years 2011 through 2020. The
                     corporation has not fully reserved for any future tax
                     benefits from the net operating loss carryforwards since it
                     has not generated any revenues to date.

                 10. Year 2000

                     The Corporation's computer systems are currently year 2000
                     complaint. The Corporation is not aware of any material
                     risks associated with its vendors regarding year 2000
                     compliance, however there is no guarantee that such risks
                     do not exist and will not have an adverse effect on
                     operations. It is not anticipated
<PAGE>   13
                     that any impact would be material, however the cost of a
                     potential impact is not determinable.

                 11. Subsequent Events

                     Subsequent to June 30, 1999, the Corporation at a Special
                     Meeting of Shareholders approved an amendment to the
                     Corporation's Articles of Incorporation changing the name
                     of the Corporation from Redwood Broadcasting, Inc. to FTM
                     Media, Inc.

                     Subsequent to June 30, 1999, the Corporation changed it's
                     trading symbol on the NASDAQ Bulletin Board from RWBD to
                     FTMM.

                     Subsequent to June 30, 1999 the Corporation received
                     $34,995 for a private placement offering for 5,982 Series B
                     Convertible Preferred Stock.
<PAGE>   14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         Overview

         The following is a discussion of the consolidated financial condition
         and results of operations of the Company as of and for the two fiscal
         periods ended June 30, 1999 and June 30, 1998. This discussion should
         be read in conjunction with the Consolidated Financial Statements of
         the Company and the notes related thereto included in the Company's
         Form 10-KSB for the fiscal year ended March 31, 1999.

         The forward looking statements included in Management's Discussion and
         Analysis of Financial Condition and Results of Operations, which
         reflect Management's best judgement based on factors currently known,
         involve risks and uncertainties. Actual results could differ materially
         from those anticipated in these forward looking statements as a result
         of a number of factors, including but not limited to those discussed
         herein.

         Introduction

         The Company was incorporated on February 22, 1994. Prior to March 1998,
         the Company had not engaged in any form of commercial business
         activity. In March 1998, the Company's principal business focus became
         the Internet and the production of interactive, multi-media, 2-D/3-D
         Internet Web Sites for the Radio Industry.

         On December 7, 1998, the Company acquired Cybermusic in the Cybermusic
         Merger. The business of Cybermusic consists primarily of developing a
         network of linked, interactive, multi-media, 2-D/3-D Internet Web Sites
         to be operated by the Company for participating Radio Stations (the
         "FTM Internet Network"). The Company's business plan is to develop,
         operate and maintain the FTM Internet Network, perform related services
         and provide Internet access to participating Radio Stations in order to
         produce new sources of revenue for the Radio Stations. It is expected
         that the Internet Web Site for participating Radio Stations will
         feature multi-media interactive capability, streaming audio and video,
         local and national chat, games, P1 targeting and music sampling. The
         Company also expects to provide market and audience research with daily
         and weekly analysis, licenses, e-commerce, and technical
         support/customer service through a Company run operations center
         available seven days per week.

         The Company will initially seek to build the FTM Internet Network
         through obtaining the participation of Radio Stations owned by
         CBS/Infinity Broadcasting, and later the participation of other Radio
         Stations. On March 9, 1998 the Company entered into the CBS Agreement
         pursuant to which Infinity Broadcasting will arrange for the Company to
         meet with the general managers of Radio Stations owned by CBS/Infinity
         Broadcasting for the purpose of discussing the participation of such
         Radio Stations in the FTM Internet Network(s).

         The Company anticipates three initial sources of revenue which are: (1)
         the sale of radio advertising units received from Radio Stations in the
         top twenty five U.S. markets in exchange for the Company's various Web
         site products and services and
<PAGE>   15
         for participation in the FTM Internet Network, (2) the sale of local
         and national advertising, "integrated interactive advertising and
         sponsorships" on the FTM Internet Network of Radio Station Internet Web
         site, and (3) the sale of merchandise, in addition to other e-commerce
         activities generated within the Company's Internet Network.

         The Company acknowledges increasing competition for limited advertising
         dollars on the Internet and seeks to differentiate itself through the
         sale of sponsorships and "integrated advertising." Integrated
         advertising is a unique program that involves advertisers in the
         creation of a message allowing them to better target a specific
         audience or audience segment. The Company's growth strategy depends, in
         part, on its ability to increase advertising revenue by the ongoing
         introduction of new and enhanced Internet products and services to its
         flagship Internet Network and Web site. In addition, the Company will
         attempt to increase advertising revenue through the introduction of new
         and enhanced Internet products and services to its Internet Network and
         Web site by the creation of new features, promotions, games and
         simulations, in order to provide sponsors and advertisers with even
         greater ability to target a specific audience.

CBS AGREEMENT

         Pursuant to the CBS Agreement, CBS/Infinity Broadcasting will provide,
         until March 2003, access and assistance to the Company to contact Radio
         Stations owned and/or operated by CBS/Infinity for the purposes of
         soliciting such stations to (1) participate in the FTM Internet
         Network, (2) to engage the Company to develop, operate and maintain
         World Wide Web sites for such stations and to provide related services
         and (3) to engage the Company to function as an Internet access
         Provider for such stations in order for the station to generate new
         sources of revenue. In exchange for such rights and assistance, the
         Company has agreed to (i) use commercially reasonable efforts to
         provide unimpeded and uninterrupted access and operability of World
         Wide Web site to the Participating Stations, (ii) propose to its
         shareholders that, for so long as CBS/Infinity Broadcasting continues
         to own at least ten percent (10%) of the issued and outstanding shares
         of the Company's Common Stock (on a fully diluted basis), a
         representative designated by CBS Radio or Infinity be elected to the
         Company's board of directors, and to use its best efforts to cause all
         of its insiders and affiliates to vote their shares in favor of the
         election of said representative, and (iii) allow CBS Infinity
         Broadcasting to audit the Company's books and records not more than
         once each calendar year on behalf of those stations who participate in
         the FTM Internet Network with respect to the accounting statements
         tendered to such Radio Stations under their agreements with the
         Company.

OTHER POTENTIAL INTERNET PRODUCTS AND SERVICES

         The Company anticipates that advertising revenues generated from the
         sale of Internet Web site advertising and sponsorships will represent
         only a portion of the Company's operating revenues and profits, and
         further, the Company believes that its future success will depend, in
         part, on its ability to generate revenues and profits from other
         sources. The Company intends to explore other opportunities to increase
         revenues through new game platforms, co-branding relationships,
         cross-licensed
<PAGE>   16
         technologies, merchandise opportunities, specialized CD-ROM's,
         classified advertising, personals, archiving fees, specialty
         Web-based-only entertainment events, emerging artist management,
         publishing and music distribution, and market specific consumer
         research.

         The Company's business is still in the very early stages of
         development. The Company is in discussions with various CBS/Infinity
         Broadcasting affiliated Radio Stations regarding the providing of
         Internet products and services, but does not yet have binding
         agreements with any Radio Stations to provide such products and
         services. In addition, while the Company has developed an early stage
         prototype of a Radio Station Internet Web site for Los Angeles Radio
         Station "KROQ", the prototypes developed do not incorporate all of the
         currently available technical features that the Company expects to
         include in its fully operational Internet Web site. The Company has yet
         to generate its first revenues and has no operating history upon which
         an evaluation of the prospects for the acceptance of its Internet
         products and services and the related sale of Internet advertising may
         be based.

THE MARKET

         The Company believes that its target markets are individuals who seek
         entertainment, community, products and services on the Internet and
         advertisers and Radio Stations who seek to reach those individuals. An
         estimate of 1998 Web use by Nielsen Media Research placed current
         Internet Web users at 79 million with a new user being added every 1.75
         seconds. 66% of current Web usage occurs in the home. Nielsen Media
         Research further reports that 20 million people made online purchases
         in the twelve-month period ended in June 1998. A study of Holiday
         shopping conducted by Boston Consulting Group found that the average
         online order was $55. Those making purchases are thought to be between
         the ages of 35 to 54 with a gender split of 53% male and 47% female,
         however, the number of women shopping online is growing rapidly. Total
         E-commerce projections for 1998 by Forrester Research indicate that 9
         million U.S. households will have shopped online for travel services
         and retail goods other than automobiles, generating $7.8 billion in
         online sales. The same report projects online sales to exceed $32
         billion by 2003. A recent U.S. Commerce report estimates by the year
         2000, total goods and services sold over the Internet will reach $300
         billion per year. Online sales of music are projected to grow to $650
         million by 2000 as reported by Jupiter Communications. The Aberdeen
         Group issued a report in November 1998 projecting Internet advertising
         spending will reach $5.1 billion by the year 2000.

         The Company intends to add additional Internet Web site products and
         services by partnering with prospective advertisers and sponsors to
         develop games and simulations that will appeal to specific target
         markets. The Company has conceptual plans for Internet Network and Web
         site features, promotions, games and simulations designed to appeal to
         groups that it believes are not effectively served by existing Internet
         Web programming. These plans include products based on relationships
         and designed to appeal to women, educational games for young adults,
         and other specifically targeted features to attract broad demographic
         support.
<PAGE>   17
         SALES AND MARKETING

         In addition to its Director of Sales and Marketing the Company intends
         to employ the services of independent national media sales
         organizations in New York, Chicago and Los Angeles to help maximize the
         development of the FTM National/Local "Lifestyle and Demographic
         "Audience Specific" advertising opportunities. The Company intends to
         hire several additional employees in sales and marketing over the next
         two and one-half years to fully extend the "target marketing and brand
         capabilities" of the FTM "local and national format communities" and
         distribution networks (Radio Stations). The planned extensions include
         a "frequent user/buyer" bonus program for all registered users with
         local station and national network premium rewards. It is expected that
         the growing sales and marketing staff and the Company's various
         associates will focus principally on maximizing "integrated
         advertising" and "sponsorship" opportunities, which typically require
         more time and involvement to bring to fruition than Banner advertising
         sales. The Company also expects that its internal sales force will be
         responsible for the origination of all FTM "audience and music research
         products" and any product licensing arrangements. In addition, the
         Company believes that the strength of the CBS Radio brands and their
         large audiences will facilitate the FTM advertising relationships and
         sponsorship placements.

         COMPETITION

                  The Company presently competes, or will compete, as the scope
         of its Internet Network and content expands, directly and indirectly,
         for advertisers, viewers, players and licenses and other sponsorship
         events with the following categories of companies: (i) Radio related
         Internet Networks such as those operated by OnRadio (Electric Village),
         Broadcast.com and Imagine Radio, in addition to independent Radio
         Stations that do not join the Company's Internet Network; (ii) on-line
         services or Internet Web Site targeted to music enthusiasts generally
         such as CDNow, MusicBoulevard, Tunes and BMG, or to enthusiasts of
         particular types of music such as the Internet Web Site maintained by
         Motown Records; (iii) music related Internet Networks such as those
         operated by MTV, N2K and Volatile Media; (iv) on-line services offering
         interactive games to targeted participants in association with existing
         and new brands (such as Starwave Corporation, Interactive Imaginations,
         Inc., Sony Station, Sandbox Entertainment and YoYodyne Entertainment);
         (v) game related Internet Networks which include trivia games or
         entertainment related contests; (vi) general purpose consumer on-line
         services such as America Online, PointCast, and Prodigy, as well as
         those site which include entertainment or music related areas such as
         Sidewalk.Com; (vii) Web search and retrieval services, such as Excite,
         InfoSeek, Lycos and Yahoo!, and other high-traffic Internet Web Site,
         such as those operated by Amazon, Disney, Microsoft, ESPN, and CNN;
         (viii) publishers and distributors of traditional off-line media (such
         as television, radio and print), including those targeted to specific
         audiences, many of which have established or may establish Internet Web
         Site; and (ix) vendors of information, merchandise, products and
         services distributed through other means, including retail stores,
         mail, facsimile and private bulletin board services. The Company
         anticipates that the number of its direct and indirect competitors will
         increase significantly in the future.
<PAGE>   18
         There can be no assurance that the Company's current or potential
         competitors will not develop Internet products and services comparable
         or superior to those to be developed by the Company or adapt more
         quickly than the Company to new technologies, evolving industry trends
         or changing Internet user preferences. Increased competition could
         result in price reductions, reduced margins or loss of market share,
         any of which would materially and adversely affect the Company's
         business, prospects, financial condition or operating results. In
         addition, as the Company expands internationally it may face new
         competition. There can be no assurance that the Company will be able to
         compete successfully against current and future competitors, or that
         competitive pressures faced by the Company will not have a material
         adverse effect on its business, prospects, financial condition or
         operating results.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

         The Company is subject to various laws and governmental regulations
         applicable to businesses generally. The Company believes it is
         currently in material compliance with such laws and that such laws do
         not have a material adverse impact on its operations. In addition,
         although there are currently few laws or regulations directly
         applicable to access to or commerce on the Internet, due to the
         increasing popularity and use of the Internet, it is possible that more
         stringent federal, state, local and international laws and regulations
         may be adopted with respect to the Internet. A variety of issues may
         prompt such regulations including problems involving participant
         privacy and expression, consumer protection, pricing, payment
         methodologies, financing practices, intellectual property, information
         security, anti-competitive practices, the convergence of traditional
         channels with Internet commerce, characteristics and quality of
         products and services and the taxation of subscription fees or gross
         receipts of Internet service providers. The enactment or enforcement of
         such laws or regulations or others in the future may increase the
         Company's cost of doing business or decrease the growth of the
         Internet, which could in turn decrease the demand for the Company's
         Internet products and services, increase the Company's costs, or
         otherwise have an adverse effect on the Company's business, financial
         condition or operating results. Moreover, the applicability to the
         Internet of existing laws in various jurisdictions including laws and
         regulations relating to matters such as property ownership, libel and
         personal privacy is uncertain, may take years to resolve and could
         expose the Company to substantial liability for which the Company might
         not be indemnified by content providers or other third parties. Any
         such new legislation or regulation or the application of existing laws
         and regulations to the Internet could have a material adverse effect on
         the Company's business, prospects, financial condition or operating
         results.

         The Company's use of prizes associated with its features, promotions,
         games and simulations may be subject to federal, state, local and
         international laws governing lotteries and gambling. Such laws vary
         from jurisdiction to jurisdiction and are complex and uncertain. The
         Company seeks to design its prizing structure to fall within exemptions
         from such laws, but there can be no assurance that the Company's
         prizing structure will be exempt from all applicable laws. Failure to
         comply with applicable laws could have a material adverse affect on the
         Company's business, prospects, financial condition or operating
         results.
<PAGE>   19
Liquidity and Capital Resources - June 30, 1999 compared to March 31, 1999

At June 30, 1999, the Company had total assets of $3,052,428 representing an
increase in the total assets of $703,475 over total assets at March 31, 1999.
Total Liabilities increased to $491,765 at June 30, 1999 from $272,921 at March
31, 1999. Minority Interest increased to $3,230,734 at June 30, 1999 from
$3,187,150 at March 31, 1999. Total Stockholders Deficit decreased to $670,072
at June 30, 1999 from $1,109,118 at March 31, 1999.

Total current assets at June 30, 1999 were $2,526,134, which consisted of cash
and cash equivalents of $2,301,053 and prepaid expenses of $225,081. Total
current liabilities at June 30, 1999 were $491,765 consisting of accounts
payable of $406,783 and the current portion of a note payable in the amount of
$84,892. Working capital at June 30, 1999 was $2,034,369 compared to $1,778,880
at March 31, 1999. This represented an improvement in the Company's working
Capital position of $255,489.

At June 30, 1999 the Company reported total assets of $3,052,428 which consisted
of $2,526,134 of current assets described above, $440,047 of Net Property and
Equipment, $11,660 of Lease Deposits and $74,587 of Net Goodwill.

Total liabilities at June 30, 1999 are comprised entirely of the current
liabilities described above.

Minority interest at June 30, 1999 totaled $3,230,734, which consisted of
Preferred Stock of a subsidiary in the amount of $423,508 and Common Stock of a
subsidiary in the amount of $2,807,226.

At June 30, 1999 the Company reported a Stockholders Deficit of $670,072. This
represents a decrease of $439,046 over March 31, 1999 Stockholders Deficit of
$1,109,118. This decrease was the result of the sale of 267,522 shares of Series
B Convertible Preferred Stock in which the Company received $1,565,005,
increased by the payment of $187,800 of dividends to the shareholders of Series
B Convertible Preferred Stock and increased by the net loss for the period of
$938,159.

Results of Operations - Three Months Ended June 30, 1999 compared to the Three
Months Ended June 30, 1998

Net Revenues for the three months ended June 30, 1999 were 0, compared to net
revenue of 0 for the same period a year ago. This is attributable to the Company
continuing to be in its development stage and therefore not yet generating any
revenue from operations.

Operating expenses for the three months ended June 30, 1999 were $1,272,613
which consisted of website development costs of $509,504, general and
administrative expenses of $741,724 and depreciation and amortization of
$21,385. Operating expenses for the three months ended June 30, 1998 were 0.

The Company recorded net interest income (interest income offset by interest
expense) of $10,383 for the quarter ended June 30, 1999. The interest income was
money earned on the Company's Cash and Cash Equivalents.
<PAGE>   20
As a result of the foregoing the Company posted a net loss of $1,262,230 before
minority interest. The minority interest in the Company's net loss was $324,071
resulting in a net loss to the Company of $938,159 for the three months ended
June 30, 1999 or $(.148) per share compared to a net loss of 0 for the three
months ended June 30, 1998
<PAGE>   21
                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None

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

         On July 19, 1999, the Corporation at a Special Meeting of Shareholders
         approved an amendment to the Corporation's Articles of Incorporation
         changing the name of the Corporation from Redwood Broadcasting, Inc. to
         FTM Media, Inc.
         No other matters were submitted to a vote of security holders

Item 5. Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

                  (a) Exhibit No.   Exhibit Name

                           2        Contribution agreement dated March 31, 1999
                                    between the Corporation and certain
                                    shareholders of Interactive Radio Group,
                                    Inc.

                           4        Stock Purchase Agreement

                           18       Letter of Company's former accountants

                           27       Financial Data Schedule

                           99       Press Release issued by Redwood Broadcasting
                                    on March 29, 1999

                  (b)      The Company filed a form 8-K on April 15,1999
                           reporting a change in controlling shareholders of the
                           Company, the disposition of assets and pro forma
                           financial information and exhibits. Pursuant to a
                           contribution agreement dated 3/31/99 between the
                           Company and certain stockholders of Interactive Radio
                           Group, Inc. (INRG) in which the Company acquired a
                           majority interest in INRG and certain stockholders of
                           INRG acquired a majority interest in the Company

                           The Company filed a form 8-K on May 19, 1999
                           reporting a change in the Company's independent
                           auditors.

                           The Company filed a form 8-K on June 29,1999
                           reporting the Company's sale of 267,522 shares of
                           Series B Convertible Preferred Stock $.04 par value.
<PAGE>   22
                           In accordance with the Exchange Act, this report has
                  been signed below by the following persons on behalf of the
                  Registrant and in the capacities and dates indicated.

<TABLE>
<CAPTION>
                  Signature                          Title                              Date
<S>                                                  <C>                                <C>

                  /s/ Ron Conquest                   President and                      August 9, 1999
                                                     Chief Executive Officer

                  /s/ Scott M. Manson                Chief Financial and                August 9, 1999
                                                     Accounting Officer
</TABLE>
<PAGE>   23
                                 Exhibit Index

                      Exhibit No.   Exhibit Name

                           2        Contribution agreement dated March 31, 1999
                                    between the Corporation and certain
                                    shareholders of Interactive Radio Group,
                                    Inc.

                           4        Stock Purchase Agreement

                           18       Letter of Company's former accountants

                           27       Financial Data Schedule*

                           99       Press Release issued by Redwood Broadcasting
                                    on March 29, 1999

                      ------------
                      *Filed Herewith.