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, 1997

                             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, 1997 was 1,200,000.



<PAGE>


                             INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheet as of
         September 30, 1997  ...................................  3

         Consolidated Statements of Income for the Six and
         Three months ended September 30, 1997 and 1996  .......  4,5

         Consolidated Statements of Cash Flows for the Six 
         months ended September 30, 1997 and 1996  .............  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,
                                                                          1997
                                                                     (unaudited)
ASSETS
CURRENT ASSETS
Cash                                                                 $       -- 
Accounts receivable, net                                                194,049
Receivable from related parties                                          50,700
Receivable from sale of radio station                                   650,000
Note receivable from sale of radio station                              200,000 
Other current assets                                                     34,129
                                                                      ---------
Total current assets                                                  1,128,878

PROPERTY AND EQUIPMENT, net                                             220,814

INTANGIBLE ASSETS, net                                                  956,150

OTHER ASSETS                                                            202,549
                                                                      ---------
TOTAL                                                                $2,508,391
                                                                      =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank overdraft                                                       $    3,456
Accounts payable and accrued expenses                                   302,427
Payables to related parties                                             146,410
Current portion of notes payable                                         67,624
Current portion of notes payable to related parties                      60,979
Capital lease obligation                                                  4,180
                                                                      ---------
Total current liabilities                                               585,076

NOTES PAYABLE                                                           636,712
NOTES PAYABLE TO RELATED PARTIES                                        582,000
                                                                      ---------
Total liabilities                                                     1,803,788
                                                                      ---------

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;
  1,200,000 shares issued and outstanding                                 4,800
Additional paid-in capital                                            1,305,847
Accumulated deficit                                                    (561,044)
Note receivable from stockholder                                        (45,000)
                                                                      ---------
Total stockholders' equity                                              704,603
                                                                      ---------
TOTAL                                                                $2,508,391
                                                                      =========







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, 1997   September 30, 1996
                                         (unaudited)          (unaudited)
REVENUE
Broadcast revenue                        $ 741,314            $ 139,392
Less agency commissions                     68,496                8,545
                                         ---------            ---------
Net revenue                                672,818              130,847
                                         ---------            ---------
OPERATING EXPENSE
General and administrative                 303,229               22,804
Station operating expenses                 392,140              229,099
Depreciation and amortization               58,460               47,447
                                         ---------            ---------
Total                                      753,829              299,350
                                         ---------            ---------
INCOME/(LOSS) FROM OPERATIONS              (81,011)            (168,503)
                                         ---------            ---------

OTHER INCOME (EXPENSE)
Interest expense                           (26,821)             (45,432)
Other income (expense)                      99,187              (12,075)
                                         ---------            ---------
Total other - net                           72,366              (57,507)
                                         ---------            ---------
NET INCOME/(LOSS)                           (8,645)            (226,010)
                                         ---------            ---------
NET INCOME (LOSS) PER COMMON SHARE       $   (0.01)           $   (0.29)
                                         =========            =========
WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING                   1,200,000              793,008
                                         =========            =========









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, 1997   September 30, 1996
                                         (unaudited)          (unaudited)
REVENUE
Broadcast revenue                        $ 367,997            $  89,894
Less agency commissions                     35,097                8,545
                                         ---------            ---------
Net revenue                                332,900               81,349
                                         ---------            ---------
OPERATING EXPENSE
General and administrative                 183,203                9,082
Station operating expenses                 200,838              168,683
Depreciation and amortization               30,000               23,345
                                         ---------            ---------
Total                                      414,041              201,110
                                         ---------            ---------
INCOME/(LOSS) FROM OPERATIONS              (81,141)            (119,761)       
                                         ---------            ---------

OTHER INCOME (EXPENSE)
Interest expense                           (15,861)             (10,875)
Other income (expense)                      56,436               32,075 
                                         ---------            ---------
Total other - net                           40,575               21,200 
                                         ---------            ---------
NET INCOME/(LOSS)                          (40,566)             (98,561)
                                         ---------            ---------
NET INCOME (LOSS) PER COMMON SHARE       $   (0.03)           $   (0.12)
                                         =========            =========
WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING                   1,200,000              793,008
                                         =========            =========









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,
                                                      1997            1996
                                                   (unaudited)     (unaudited)
OPERATING ACTIVITIES
Net Income/(loss)                                   $  (8,645)      $(226,010)
Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                      58,460          47,447
    Changes in operating assets and liabilities:
       Accounts receivable                            (72,489)         37,793
       Other current assets                           (21,222)          3,042 
       Other assets                                   (45,586)            --
       Accounts payable and accrued expenses          (86,238)        (25,051)
       Other current liabilities                          --          136,447 
                                                     --------        --------
Net cash provided by(used in) operating activities   (175,720)        (26,335)
                                                     --------        --------
INVESTING ACTIVITIES
Purchases of equipment                                (42,368)       (744,176)
                                                     --------        --------
Net cash provided by (used in)
  investing activities                                (42,368)       (744,176)
                                                     --------        --------
FINANCING ACTIVITIES
Proceeds from borrowings under
  related party notes                                     --              --
Proceeds from borrowings under notes                   36,244         751,393
Principal payments on notes to
  related parties                                     (47,470)            -- 
Principal payments on notes                               --              --
Increase in net payable to related parties             10,381             --
Payments on capital lease obligations                  (7,814)            --
Proceeds from issuance of common stock                182,500          30,000
                                                     --------        --------
Net cash provided by (used in)
  financing activities                                173,841         781,393 
                                                     --------        --------
NET INCREASE (DECREASE) IN CASH                       (44,247)         10,882
CASH, Beginning of period                              40,791         (23,188)
                                                     --------        --------
CASH, End of period                                  $ (3,456)       $(12,306)
                                                     ========        ========

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest                               $ 33,497        $ 12,075






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 June
30, 1997 and 1996 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,  1997.  Results of  operations  for interim
periods are not necessarily  indicative of results which may be expected for the
year as a whole.


2.  Acquistions

Effective  April 1, 1997,  the  Company  acquired  an option to  purchase  radio
stations KNRO-AM and KARZ-FM  (KNRO/KARZ)  licensed in Redding,  California from
Power Surge,  Inc.  (Power Surge).  Power Surge received the licenses from Power
Curve,  Inc.  (Power  Curve) on March 31, 1997.  Power Surge and Power Curve are
both controlled by the Company's  President.  Power Curve acquired  KNRO/KARZ on
January 31, 1997 for $480,000 in cash and a $720,000  promissory note. Under the
terms of the option agreement, the Company can either (1) purchase KNRO/KARZ for
$1,200,000 in cash or (2) issue 1,000,000 shares of its common stock in exchange
for all of the issued and outstanding shares of common stock of Power Surge. The
option was due to expire on September 30, 1997.  However,  by mutual  agreement,
the Company and Power  Surge have  extended  the date of the option to March 31,
1998.  Concurrently,  the  Company  entered  into an LMA with Power  Surge for a
period  of one  year.  Under  the terms of the LMA,  the  Company  is  operating
KNRO/KARZ and is obligated to pay Power Surge a monthly fee of $5,000.


3.  Stockholder's Equity

In February 1997, the Company  completed the filing of a Registration  Statement
Form SB-2 under the Securities Act of 1933.  The filing  effectively  registered
for sale all shares of common stock issued and outstanding at that time, 203,008
common stock put options which were subsequently issued to certain  stockholders
and an additional  400,000 shares of the Company's common stock to be offered to
the public.  The registration of the outstanding shares and the put options were
required  pursuant to an  Agreement  and Plan of  Reorganization  dated June 16,
1995.

At March 31, 1997,  the 203,008 common stock put options  remained  outstanding.
The put options granted the optionholders the right to sell to the Company their
shares of common stock at a price of $1.50 per share.  The  Company's  potential
obligation under the put options of $304,512 was classified as redeemable common
stock in the Company's  balance sheet at March 31, 1997. The put options expired
June  13,  1997;  however,  prior  to  such  expiration,  102,946  options  were
excercised by the optionholders and, accordingly, these shares were acquired for
$154,419. The remaining put options were forfeited.

In May, 1997 the Company  issued  25,000 shares of common stock  pursuant to the
Company's public offering (400,000 shares total are registered for this purpose)
at $2.00 per share  receiving  proceeds  of  $50,000.  In  addition,  during the
quarter ended June 30, 1997, the Company  received a subscription  agreement for
an  additional  25,000  shares of  common  stock to be  issued  pursuant  to the
Company's  public  offering at $2.00 per share.  These shares were classified as
"common stock  subscribed" at June 30, 1997.  During the quarter ended September
30, 1997 these  shares were paid for by the  subscriber  and have been issued by
the Company.

In July,  1997 the Company  issued 75,000 shares of common stock in exchange for
the forgiveness of $82,500 in long term notes payable.


                                      - 7 -

<PAGE>

4.  Borrowings Under Lines of Credit

During the three month period ended  September 30, 1997, the Company  negotiated
an increase in its bank line of credit from $25,000 to $50,000. Borrowings under
the line of credit bear interest at a rate of 7.9% per annum. The line of credit
is collateralized by a $25,000  certificate of deposit placed with the bank by a
related party of the Company.  As of September 30, 1997, 100% of available funds
had been advanced for working capital purposes. In addition,  during the quarter
the Company  negotiated a $50,000, 3 year term loan bearing interest at the rate
of 11% per annum. This loan is for capital equipment purchases.  As of September
30, 1997, the Company had purchased $31,504 in equipment against this loan.


5.  Subsequent Events

On October 10, 1997, Alta California Broadcasting, Inc. ("Alta"), a wholly-owned
subsidiary  of the Company  entered  into an Agreement of Merger (the " MERGER")
with  Regent  Communications  ("REGENT")  whereby  Alta  will 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  with REGENT whereby REGENT will operate the stations
being merged during the period leading up to the date of closing of the MERGER.

Alta is the owner, operator and licensee of Radio Station KRDG-FM,  Shingletown,
California.  Alta,  through  its  wholly-owned  subsidiary  Northern  California
Broadcasting,  Inc. ("Northern"),  operates KNNN-FM, Central Valley,  California
(licensed to Northern). Alta also holds an option to purchase, and will purchase
prior to the closing  date of the MERGER,  all of the  tangible  and  intangible
assets used or held by Power Surge,  Inc.  for use in the  operation of KRRX-FM,
Burney, California and KNRO-AM, Redding, California.

As consideration for Alta entering into the merger with REGENT, the Company will
receive, at closing, $1,000,000 in cash plus 200,000 shares of REGENT Series "E"
Convertible  Preferred Stock valued at $5.00 per share.  In addition,  REGENT is
assuming $1,500,000 in debt of Alta as part of the transaction.


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, 1997 and 1996. 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, 1997.

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>

Liquidity and Capital Resources - September 30, 1997 compared to March 31, 1997

As of September 30, 1997 the Company had total assets of $2,508,391 representing
an increase in assets of  approximately  $61,568;  total  liabilities  decreased
$112,000 to $1,803,788 and total  stockholders  equity  increased  $478,367 from
$226,236 as of March 31, 1997 to $704,603 as of September 30, 1997.

Total current  assets as of Septemver 30, 1997 were  $1,128,878 and consisted of
net  accounts  receivable  of $194,049,  receivables  from the sale of two radio
stations of $850,000 and other current current assets of $84,829.  Total current
liabilities  as of  September  30, 1997 were  $585,076  (comprised  primarily of
accounts payable and accrued expenses of $302,427) payables and notes to related
parties of $207,389 and other current liabilities of $75,260. Working capital as
of  September  30, 1997 was  $543,802  representing  a $309,416 improvement over
working capital of $234,386 as of March 31, 1997.

Contributing to the increase in working capital were the following:

     *    An increase in net accounts receivable of $72,489

     *    An increase in receivables from the sale of radio stations of $217,000

     *    A reduction in accounts payable and accrued expenses of $86,238

As of  September  30,  1997 the  Company  reported  total  assets of  $2,508,391
including  net  property  and  equipment  of  $220,814  net  intangibles  (radio
broadcast  licenses and  non-compete  agreements)  of $956,150  attributable  to
KRDG-FM  acquired in July,  1996 and KNNN-FM  acquired  in  September,  1996 and
$220,049 in other assets.

Total liabilities of $1,803,788  include,  in addition to current liabilities of
$585,076  referred  to  above,  the  long  term  portion  of  notes  payable  of
$636,712(comprised  of  $605,208 in debt  associated  with the  acquisitions  of
KRDG-FM and KNNN-FM, and bank debt of $31,504 for equipment financing) and notes
payable to related parties of $582,000.  This compares with total liabilities of
$1,916,075 as of March 31, 1997 and represents a decrease of $112,287.

As of September 30, 1997, the Company reported  stockholders equity of $704,603.
This compares favorably to stockholders equity of $226,236 as of March 31, 1997.
Contributing  to the  increase  in  stockholder's  equity of  $478,367  were the
following:

*    The  issuance of 50,000  shares of common stock  pursuant to the  Company's
     public  offering  at $2.00  per  share  generated  $100,000  of  additional
     capital.

*    The  issuance  of  75,000  shares  of  common  stock  at  $1.10  per  share
     (restricted stock) in exchange for the forgiveness of debt.
    
*    At March 31, 1997,  203,008 common stock put options were outstanding.  The
     put  options  granted  the  optionholders  the right to sell to the Company
     their shares of common stock at a price of $1.50 per share.  The  Company's
     potential  obligation  under the put options of $304,512 was  classified as
     redeemable  common stock in the balance  sheet at March 31,  1997.  The put
     options expired June 13, 1997; however,  prior to such expiration,  102,946
     options were exercised by the optionholders and, accordingly,  these shares
     have been acquired for $154,419. The remaining unexercised put options were
     forfeited.  The value of the forfeited  options of $150,093 was credited to
     additional paid in capital.
 


                                       - 9 -

<PAGE>


Results of  Operations - Six Months Ended September 30, 1997 compared 1996

Net Revenues (gross revenues less agency  commissions)  for the six months ended
September  30, 1997 were  $741,314  compared to net  revenues for the six months
ended September 30, 1996 of $130,847. Revenue for the six months ended September
30, 1997 was comprised of radio  advertising  sales  associated  with five radio
stations  located  in  Redding,  California  that  the  Company  either  owns or
operates.  In the prior year  comparable  period,  the Company only operated two
radio stations in Redding,  California;  one of these stations was operated from
July through  September(KRDG-FM)  and a second  station for the months of August
and September only (KNNN-FM). Therefore, the increase in revenue is attributable
to an increase in volume of radio advertising sales.

Operating  expenses for the six months 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.  Operating
expenses for the current  period were  generated by the Company's  five Redding,
California radio stations.  As previously  stated,  in the prior year comparable
period,  the Company  only  operated  two radio  stations in Redding and did not
operate these stations for the entire six month period ended September 30, 1996,
thereby  reflecting  operating  expenses of only $229,350 last year comprised of
station operating  expenses of $229,099,  general and administative  expenses of
$22,804  and  depreciation  and  amotization  of  $47,447.  As a  result  of the
foregoing, the Company sustained a loss from operations for the six months ended
September  30, 1997 of $81,011  compared to a loss from  operations  for the six
months ended September 30, 1996 of $168,503.  This  improvement in profitability
is attributed to increased revenues coupled with more efficient operations.

The Company  incurred  interest  expense for the six months ended  September 30,
1997 of $26,821  comprised  primarily of  financing  costs  assocaited  with the
Company's acquisition of KRDG-FM and KNNN-FM.  Offsetting the Company's interest
costs for the period was $99,187 of other income.  Other income was comprised of
option income of $72,000 associated with the sale of KNSN-AM, interest income on
notes receivable of $72,000 associated with the sale of KNSN-AM, interest income
on notes  receivable  of $6,677,  and the  recognition  of  deferred  revenue of
$9,722.

As a result of the foregoing, the Company produced a nominal loss of ($8,645) or
($0.03) per share based on a weighted  average  number of shares  outstanding of
1,200,000 for the nine months ended September 30, 1997 compared to a net loss of
($226,010)  or ($0.29)  per share based on a weighted  average  number of shares
outstanding of 793,000 for the same period a year ago.






                                    - 10 -

<PAGE>

Results of Operations-Three months ended September 30, 1997 compared to 1996

Net  revenues  for the quarter  ended  September  30, 1997 were  $332,900.  This
compares favorable to net revenues of $81,349 forthe same period a year ago. The
increase in revenues of $251,551 is attributed to an increase in volume in radio
advertising  sales related to the fact that the Company operated a total of five
radio stations during the current quarter  compared to only two radio stations a
year ago.

Operating  expenses for the three months ended  September 30, 1997 were $414,041
comprised of station operating expenses of $200,838,  general and administrative
expenses of $183,203 and  depreciation  and  amortization of $30,000.  Operating
expenses  for the three month  period  ended  September  30, 1996 were  $201,110
comprised of station operating expenses of $168,683,  general and administrative
expenses of $9,082 and depreciation of $23,345. Operating expenses compared on a
quarter to quarter basis  increased  only  slightly in the current  quarter over
that of the same  period  last  year.  This is  attributed  to the fact that the
Company  achieved  economies of scale in  operating  multiple  radio  properties
within the same facility  utilizing the same staff. In accomplishing  this task,
the Company only needed to hire an  incremental  number of new  employees,  thus
improving the Company's overall efficiency of operations and profitability.

The Company incurred net interest expense  (interest  expense offset by interest
income) for the quarter ended September 30, 1997 of $15,861 comprised  primarily
of interest arising from acquistion debt.

As a result of the  foregoing,  the  Company  sustained a net loss for the three
months ended  September 30, 1997 of ($40,566) or ($0.03) per share compared to a
net loss of ($98,561) or ($0.12) per share for the three months ended  September
30, 1996

                                         - 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     11/14/97
JOHN C. POWER                 Chairman of the Board of Directors


/s/ J. Andrew Moorer         Chief Financial Officer and Director      11/14/97
J. ANDREW MOORER



                                     - 12 -