U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)
     [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the quarter ended September 30, 1998

                             OR

     [  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                        Commission file number: 33-80321

                           REDWOOD BROADCASTING, INC.
                 (Name of Small Business Issuer in Its Charter)

                Colorado                                        84-1295270
      (State or Other Jurisdiction                           (I.R.S. Employer
            of Incorporation)                               Identification No.)

                              7518 Elbow Bend Road
                                  P.O. Box 3463
                                  Carefree, AZ                      85377
                       (Address of Principal Executive Offices)   (Zip Code)

Issuer's telephone number, including area code:  (602) 488-2596

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

Securities registered under Section 12(g) of the Exchange Act:

                          COMMON STOCK, $.004 PAR VALUE
                             (Title of Class)

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 registrant 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 September 30, 1998 was 1,410,000.



<PAGE>


                             INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheet as of
         September 30, 1998  ...................................  3

         Consolidated Statements of Income for the Six and
         Three months ended September 30, 1998 and 1997  .......  4,5

         Consolidated Statements of Cash Flows for the Six 
         months ended September 30, 1998 and 1997  .............  6

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

Item 2.  Management's Discussion and Analysis or
         Plan of Operation  ....................................  8


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings  .................................... 12

Item 2.  Changes in Securities  ................................ 12

Item 3.  Defaults Under Senior Securities  ..................... 12

Item 4.  Submission of Matters to a Vote of Security Holders  .. 12

Item 5.  Other Matters  ........................................ 12

Item 6.  Exhibits and Reports on Form 8-K  ..................... 12

         Signatures  ........................................... 12





<PAGE>





REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

                                                                   September 30,
                                                                          1998
                                                                     (unaudited)
ASSETS
CURRENT ASSETS
Cash                                                                 $       -- 
Accounts receivable, net                                                 13,984
Receivable from related parties                                         417,201
Notes receivable                                                        274,630
Other current assets                                                     34,107
                                                                      ---------
Total current assets                                                    739,922

PROPERTY AND EQUIPMENT, net                                              36,376

INTANGIBLE ASSETS, net                                                  102,348

INVESTMENTS                                                           1,000,000
OTHER ASSETS                                                            245,520
                                                                      ---------
TOTAL                                                                $2,124,166
                                                                      =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses                                $   93,176
Payables to related parties                                              21,248
Notes payable, current portion                                           31,823
Other current liabilities                                                21,276
                                                                      ---------
Total current liabilities                                               167,523

Notes payable, long term portion                                         75,000
                                                                      ---------
Total liabilities                                                       242,523
                                                                      ---------

STOCKHOLDERS' EQUITY
Preferred stock, par value $.04; 2,500,000 shares authorized;
    none issued and outstanding
Common stock, par value $.004; 12,500,000 shares authorized;
  1,410,000 shares issued and outstanding                                 5,640
Additional paid-in capital                                            1,453,506
Retained earnings                                                       467,497 
Note receivable from stockholder                                        (45,000)
                                                                      ---------
Total stockholders' equity                                            1,881,643
                                                                      ---------
TOTAL                                                                $2,124,166
                                                                      =========







See notes to consolidated financial statements.


                                           - 3 -

<PAGE>


REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

                                         Six Months           Six Months
                                            Ended               Ended
                                      September 30, 1998   September 30, 1997
                                         (unaudited)          (unaudited)
REVENUE
Broadcast revenue                        $  60,841            $ 741,314
Less agency commissions                      2,448               68,496
                                         ---------            ---------
Net revenue                                 58,393              672,818
                                         ---------            ---------
OPERATING EXPENSE
General and administrative                  49,517              303,229
Station operating expenses                  94,911              392,140
Depreciation and amortization               30,152               58,460
                                         ---------            ---------
Total                                      174,580              753,829
                                         ---------            ---------
INCOME (LOSS) FROM OPERATIONS             (116,187)             (81,011)
                                         ---------            ---------

OTHER INCOME (EXPENSE)
Interest expense                            13,932               26,821 
Other income                                13,676               99,187
Gain on sale of assets                      83,761                   --
Gain on sale of radio stations           1,199,996                   --
                                         ---------            ---------
Total other - net                        1,283,501               72,366 
                                         ---------            ---------
NET INCOME (LOSS)                        1,167,314               (8,645)
                                         ---------            ---------
NET INCOME (LOSS) PER COMMON SHARE       $    0.83            $   (0.01)
                                         =========            =========
WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING                   1,410,000            1,200,000
                                         =========            =========









See notes to consolidated financial statements.


                                            - 4 -




<PAGE>

REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

                                         Three Months         Three Months
                                            Ended                Ended
                                     September 30, 1998   September 30, 1997
                                         (unaudited)          (unaudited)
REVENUE
Broadcast revenue                        $  35,525            $ 367,997
Less agency commissions                     (1,286)              35,097
                                         ---------            ---------
Net revenue                                 34,239              332,900
                                         ---------            ---------
OPERATING EXPENSE
General and administrative                  27,872              183,203
Station operating expenses                  47,943              200,838
Depreciation and amortization                2,421               30,000
                                         ---------            ---------
Total                                       78,236              414,041
                                         ---------            ---------
INCOME (LOSS) FROM OPERATIONS              (43,997)             (81,141)       
                                         ---------            ---------

OTHER INCOME (EXPENSE)
Interest expense                             6,134               15,861 
Other income                                 6,787               56,436 
Gain on sale of assets                          --                   --
Loss on sale of radio stations              37,880                   --
                                         ---------            ---------
Total other - net                          (37,227)              40,575 
                                         ---------            ---------
NET INCOME (LOSS)                          (81,224)             (40,566)
                                         ---------            ---------
NET INCOME (LOSS) PER COMMON SHARE       $   (0.06)           $   (0.03)
                                         =========            =========
WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING                   1,410,000            1,200,000
                                         =========            =========









See notes to consolidated financial statements.


                                            - 5 -

<PAGE>





REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                     Six Months      Six Months
                                                       Ended           Ended
                                                    September 30,  September 30,
                                                       1998            1997
                                                    (unaudited)     (unaudited)
OPERATING ACTIVITIES
Net Income (loss)                                  $ 1,167,314       $  (8,645)
Adjustments to reconcile net income (loss)   
  to net cash used in operating activities:
    Depreciation and amortization                       30,152          58,460
    Changes in operating assets and liabilities: 
       Accounts receivable                              34,040         (72,489)
       Accounts receivable - affiliates               (283,362)            -- 
       Other current assets                           (246,984)        (21,222)
       Accounts payable and accrued expenses          (106,945)        (86,238)
       Accounts payable - affiliates                  (131,557)            --
       Other assets                                    (47,172)        (45,586)
                                                      --------        --------
Net cash provided by(used in) operating activities     415,486        (175,720)
                                                      --------        --------
INVESTING ACTIVITIES
Purchases of equipment                                (102,348)        (42,368)
Sale of radio station assets                         1,070,719             --
                                                      --------        --------
Net cash provided by (used in)
  investing activities                                 968,371         (42,368)
                                                      --------        --------
FINANCING ACTIVITIES
Proceeds from borrowings under
  related party notes                                      --              --
Proceeds from borrowings under notes                    75,000          36,244
Principal payments on notes to
  related parties                                     (215,064)        (47,470)
Principal payments on notes                           (509,488)            --
Preferred stock redemption                            (790,000)            --
Increase in net payable to related parties                 --           10,381
Payments on capital lease obligations                      --           (7,814)
Proceeds from issuance of common stock                     --          182,500
                                                      --------        --------
Net cash provided by (used in)
  financing activities                              (1,439,552)        173,841 
                                                      --------        --------
NET INCREASE (DECREASE) IN CASH                        (55,695)        (44,247)
CASH, Beginning of period                               55,695          40,791 
                                                      --------        --------
CASH, End of period                                   $      0        $ (3,456)
                                                      ========        ========

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest                                $ 13,932        $ 33,497






See notes to consolidated financial statements.



                                        - 6 -

<PAGE>

REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  General

The  consolidated  financial  statements  for  the six and  three  months  ended
September  30,  1998  and  1997  are  unaudited  and  reflect  all   adjustments
(consisting only of normal recurring  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, 1998.  Results of operations for
interim periods are not necessarily  indicative of results which may be expected
for the year as a whole.


2.  Disposition of Assets

During April 1998, the Company  received  $90,000 for 497 of its 1,000 shares of
Channel 31, Inc., a company founded to acquire a construction  permit to build a
television  station in Pocatello,  Idaho. The Company has also granted an option
to the acquirer of these shares to purchase the  Company's  remaining 503 shares
of  $10,000.  The  Company  recorded  a gain of  $83,761  associated  with  this
transaction.  The gain was net of certain  deferred  acquistion costs for filing
and  procecuting  the  construction  permit  application  coupled with legal and
engineering fees.

On October 10, 1997,  the Company's  wholly-owned  subsidiary,  Alta  California
Broadcasting,  Inc.  ("Alta") entered into an Agreement of Merger (the "Merger")
with  Regent  Communications  ("Regent"  whereby  Alta  would be  merged  into a
wholly-owned  subsidiary of Regent formed for purposes of completing the Merger.
Simultaneously  with the companied entering into the Merger, Alta entered into a
Time Brokerage  Agreement  (TBA) with Regent whereby Regent would operate Alta's
radio  stations being merged during the period leading up to the date of closing
the Merger.

Alta was the owner, operator and licensee of radio station KRDG-FM, Shingletown,
California.  Alta,  through  its  wholly-owned  subsidiary  Northern  California
Broadcasting,  Inc. ("Northern"),  operated KNNN-FM, Central Valley, California.
Alta also held an option to purchase,  prioir to the closing date of the Merger,
all of the tangible and intangible assets used held by Power Surge, Inc. for use
in the operation of KRRX-FM, Burney California and KNRO-AM, Redding, California.
Alta had been operating these two stations under a TBA since March 1997.

On June 15, 1998, Alta exercised its option with Power Surge,  Inc. and acquired
radio stations KRRX-FM and KNRO-AM.  Simultaneously with this transaction,  Alta
sold radio stations KRDG-FM, KNNN-FM, KNRO-AM and KRRX-FM to Regent and received
$950,000 cash and 200,000 shares of Regent's  Series B preferred  stock.  Regent
also assumed approximately $1,500,000 of the Company's liabilities.




                                      - 7 -

<PAGE>


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
September 30, 1998 and 1997. 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, 1998.

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.



                                        - 8 -

<PAGE>

Introduction

On October 10, 1997,  the Company's  wholly-owned  subsidiary,  Alta  California
Broadcasting,  Inc.  ("Alta") entered into an Agreement of Merger (the "Merger")
with  Regent  Communication  ("Regent")  whereby  Alta  would be  merged  into a
wholly-owned  subsidiary of Regent formed for purposes of completing the Merger.
Simultaneously  with the companies entering into the Merger, Alta entered into a
Time Brokerage  Agreement  (TBA) with Regent whereby Regent would operate Alta's
radio  stations  being  merged  during  leading up to the date of closing of the
Merger.

Alta was the owner, operator and licensee of radio statin KRDG-FM,  Shingletown,
California.  Alta,  through  its  wholly-owned  subsidiary  Northern  California
Broadcasting,  Inc. ("Norther"),  operated KNNN-FM, Central Valley,  California.
Alta also held an option to  purchase,  prior to the closing date of the Merger,
all of the tangible and intangible assets used held by Power Surge, Inc. for use
in  the  operation  of  KRRX-FM,  Burney,   California  and  KNRO-AM,   Redding,
California.  Alta had been operating  these two stations under a TBA since March
1997.

On June 15, 1998, Alta exercised its option with Power Surge,  Inc. and acquired
radio stations KRRX-FM and KNRO-AM.  Simultaneously with this transaction,  Alta
sold radio stations KRDG-FM, KNNN-FM, KNRO-AM snd KRRX-FM to Regent and received
$950,000 in cash and 200,000 shares of Regent's Series B Preferred stock. Regent
assumed approximately $1,500,000 of the Company's liabilities.


Liquidity and Capital Resources - September 30, 1998 compared to March 31, 1998

At September 30, 1998 the Company had total assets of $2,124,166  representing a
decrease in total assets of  approximately  $487,464  over total assets at March
31, 1998. Total liabilities decreased significantly from $1,109,301 at March 31,
1998 to $242,523 at September  30, 1998.  Total  stockholders  equity  increased
$1,167,314 to $1,881,643 at September 30, 1998.

Total  current  assets at September  30, 1998 were $739,922 and consisted of net
accounts  receivable of $13,984,  receivables  from related parties of $417,201,
notes receivable of $274,630 and other current assets of $34,107.  Total current
liabilities  at September  30, 1998 were $167,523  comprised of vendor  accounts
payable and accrued expenses of $93,176, payables to related parties of $21,248,
the current portion of notes payable of $31,823 and other current liabilities of
$21,276.  Working  capital at  September  30,  1998 was  $572,399  compared to a
working  capital  deficiency at March 31, 1998 of $316,613.  This  represents an
improvement in the Company's working capital position of $889,012.  Contributing
significantly   to  the   increase  in  working   capital  was  the  receipt  of
approximately $1,000,000 from the sale of Alta's radio stations to Regent. These
proceeds  were used to reduce  short term  obligations  of the  Company and also
loaned to affiliates  (presented in the financial statements as receivables) and
also  to  third  parties  (presented  in  the  financial   statements  as  notes
receivable).


At September 30, 1998 the Company had total assets of  $2,124,166  including net
property and equipment of $36,376, net intangibles (radio broadcast licenses net
of related accumulated  amortization) of $102,348  attributable to radio station
KLXR-AM  acquired by the Company in April 1998,  other assets of $245,520 and an
investment in preferred  stock of $1,000,000  attributable to the sale of Alta's
radio stations to Regent.

Total  liabilities  at September  30, 1998 of $242,523  include,  in addition to
current  liabilities  of $167,523  referred to above,  the long term  portion of
notes payable of $75,000.  This compares  favorably  with total  liabilities  of
$1,109,301 as of March 31, 1998 and  represents a decrease in total  liabilities
of $866,778.

At  September  30,  1998,  the  Company  reported   stockholders  equity  of
$1,881,643.  This  represents  an  increase  of  $1,167,314  over March 31, 1998
stockholders  equity  of  $714,329.  The  increase  in  stockholders  equity  is
attributable to earnings posted for the period which was comprised  primarily of
a $1,199,996 gain on the sale of Alta's four  radio  stations to Regent.

                                       - 9 -

<PAGE>


Results of  Operations - Six Months Ended September 30, 1998 compared 1997

Net Revenues (gross revenues less agency  commissions)  for the six months ended
September  30, 1998 were  $58,393  compared to net  revenues of $672,818 for the
same period a year ago. The decrease in revenue for the quarter is  attributable
to the TBA that Alta  entered  into with Regent on October 10,  1997.  From that
date until the  closing on June,  15,  1998 the  Company's  advertising  revenue
unured to the  benefit of Regent  pursuant to the terms of the TBA. In the prior
year  comparable  period,  the Company  operated four radio  stations  providing
advertising revenues during the entire 6 month period ended September 30, 1997.

Operating  expenses for the six months ended  September  30, 1998 were  $174,580
comprised of station operating  expenses of $94,911,  general and administrative
expenses of $49,517 and  depreciation  and  amortization  of $30,152.  Operating
expenses  for the six month  period  ended  September  30,  1997  were  $753,829
comprised of station operating expenses of $392,140,  general and administrative
expenses of $303,229 and  depreciation  and  amortization of $58,460.  Under the
TBA, as with advertising  revenue,  operating Alta's radio station were borne by
Regent.

The  Company  recorded  other  income of  $1,283,501  for the six  months  ended
September  30, 1998  compared  to other  income of $72,366 for the same period a
year ago.  Other  income for the current  period was  comprised  primarily  of a
$1,199,966 gain recored on the sale of Alta's four radio stations to Regent. The
Company  completed the sale of these stations on June 15, 1998.  Also during the
six months ended September 30, 1998, the Company  recorded an additional gain on
the sale of a portion of the  Company's  interest in Channel 31, Inc., a company
founded  to  acquire a  construction  permit to build a  television  station  in
Pocatello,  Idaho.  The Company sold 497 of its 1,000 shares of Channel 31, Inc.
for $90,000.  The resultant gain of $83,761 is net of deferred  acquistion costs
associated with the filing and prosecuting the construction  permit  application
coupled with legal and engineering  fees. The company incurred  interest expense
during the period of $13,932 attributable to interest on notes payable.
  
As a result of the  foregoing,  the Company  posted net income of $1,167,314 for
the six months  ended  September  30, 1998 or $0.83 per share  compared to a net
loss of $8,645 or ($0.01) per share for the six months ended September 30, 1997.




                                    - 10 -

<PAGE>

Results of Operations-Three months ended September 30, 1998 compared to 1997

Net revenues for the three months ended September 30, 1998 were $34,239 compared
to net  revenues of $332,900  for the same  period a year ago.  The  decrease in
revenue for the quarter is  attributable  to the TBA that Alta entered into with
Regent on October 10, 1997.  From that date until the closing on June,  15, 1998
the Company's  advertising  revenue unured to the benefit of Regent  pursuant to
the terms of the TBA. In prior year  comparable  quarter,  the Company  operated
four radio stations providing advertising revenue during the entire quarter.

Operating  expenses for the three months ended  September  30, 1998 were $78,236
comprised of station operating  expenses of $47,943,  general and administrative
expenses of $27,872  and  depreciation  and  amortization  of $2,421.  Operating
expenses  for the three month  period  ended  September  30, 1997 were  $414,041
comprised of station operating expenses of $200,838,  general and administrative
expenses  of  $183,203  and  depreciation  of  $30,000.  Under the TBA,  as with
advertising revenue, operating Alta's radio station were borne by Regent.

The  Company  recorded  other  expense of  $37,227  for the three  months  ended
September  30, 1998  compared  to other  income of $40,575 for the same period a
year ago.  Other  expense for the quarter was  comprised of an adjustment to the
gain  recognized in the first quarter of 1998 associated with the sale of Alta's
radio  stations  to  Regent.  The  adjustment  was  for  additional  legal  fees
attributed to the  transaction.  The Company also incurred  interest  expense on
notes payable of $6,134 during the quarter compared to $15,861 last year.

As a result of the foregoing, the Company posted a net loss for the three months
ended  September 30, 1998 of $81,224 or ($0.06) per share compared to a net loss
of $40,566 or ($0.03) per share for the three months ended September 30, 1997.

                                         - 11 -

<PAGE>


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.

          None.

Item 5.   Other Information.

          None.

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

          (a)    Exhibit No.         Exhibit Name

                    27               Financial Data Schedule

          (b)    The Company  filed a Form 8-K on October 14, 1997  in reporting
                 the  disposition of assets.  Alta California Broadcasting, Inc.
                 a wholly-owned subsidiary of the Company is  being merged  with
                 Regent Communications, Inc.  All required financial  statements
                 were filed at that time.




         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
on the dates indicated.

     Signature                            Title                          Date

/s/ John C. Power            President and Chief Executive Officer     11/19/98
JOHN C. POWER                 Chairman of the Board of Directors


/s/ J. Andrew Moorer         Chief Financial Officer and Director      11/19/98
J. ANDREW MOORER



                                     - 12 -