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 December 31, 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.)

                           First Interstate Bank Plaza
                                  P.O. Box 3463
                              11 Sundial Circle #17
                                  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 December 31, 1998 was 1,410,000.



<PAGE>


                             INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheet as of
         December 31, 1998  ....................................  3

         Consolidated Statements of Income for the Three and
         Nine months ended December 31, 1998 and 1997  ......... 4,5

         Consolidated Statements of Cash Flows for the Nine 
         months ended December 31, 1998  and 1997  .............  6

         Notes to the Consolidated Financial Statements  ....... 7,8

Item 2.  Management's Discussion and Analysis or
         Plan of Operation  ....................................  9


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings  .................................... 13

Item 2.  Changes in Securities  ................................ 13

Item 3.  Defaults Under Senior Securities  ..................... 13

Item 4.  Submission of Matters to a Vote of Security Holders  .. 13

Item 5.  Other Matters  ........................................ 13

Item 6.  Exhibits and Reports on Form 8-K  ..................... 13

         Signatures  ........................................... 13





<PAGE>





REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

                                                                   December 31,
                                                                          1998
                                                                     (unaudited)
ASSETS
CURRENT ASSETS
Cash                                                                 $      201 
Accounts receivable, net                                                150,000
                                                                      ---------
TOTAL                                                                $  150,201
                                                                      =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Income taxes payable                                                 $  150,000
                                                                      
                                                                      ---------
Total liabilities                                                       150,000
                                                                      ---------

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                                                       202,970 
Distribution to stockholders (Note 3)                                (1,661,915)
                                                                      ---------
Total stockholders' equity                                                  201 
                                                                      ---------
TOTAL                                                                $  150,201
                                                                      =========







See notes to consolidated financial statements.


                                           - 3 -

<PAGE>


REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

                                        Three Months        Three Months
                                            Ended               Ended
                                      December 31, 1998   December 31, 1997
                                         (unaudited)          (unaudited)
REVENUE
Broadcast revenue                        $  41,609            $  77,724
Less agency commissions                      1,756                6,243
                                         ---------            ---------
Net revenue                                 39,853               71,481
                                         ---------            ---------
OPERATING EXPENSE
General and administrative                 157,278               88,627
Station operating expenses                  57,112               22,130 
Depreciation and amortization                3,178               41,187
                                         ---------            ---------
Total                                      217,568              151,944
                                         ---------            ---------
INCOME (LOSS) FROM OPERATIONS             (177,715)             (80,463)
                                         ---------            ---------

OTHER INCOME (EXPENSE)
Interest income (expense)                   13,644              (27,201)
Other income (expense)                      49,544               66,977
Gain (loss) on sale of assets                   --                   --
Gain (loss) on sale of radio stations           --                   --
                                         ---------            ---------
Total other - net                           63,188               39,776 
                                         ---------            ---------
NET INCOME (LOSS) BEFORE INCOME TAXES     (114,527)             (40,687)
                                         ---------            ---------
INCOME TAX PROVISION                       150,000                   --
                                         ---------            ---------
NET INCOME (LOSS)                         (264,527)             (40,687)

NET INCOME (LOSS) PER COMMON SHARE       $   (0.18)           $   (0.04)
                                         =========            =========
WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING                   1,140,000            1,140,996
                                         =========            =========





See notes to consolidated financial statements.


                                            - 4 -




<PAGE>

REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

                                         Nine Months          Nine Months
                                            Ended                Ended
                                      December 31, 1998    December 31, 1997
                                         (unaudited)          (unaudited)
REVENUE
Broadcast revenue                        $ 102,450            $ 819,038
Less agency commissions                      4,204               74,739 
                                         ---------            ---------
Net revenue                                 98,246              744,299 
                                         ---------            ---------
OPERATING EXPENSE
General and administrative                 206,795              391,856 
Station operating expenses                 152,023              414,270
Depreciation and amortization               33,330               99,647 
                                         ---------            ---------
Total                                      392,148              905,773  
                                         ---------            ---------
INCOME (LOSS) FROM OPERATIONS             (293,902)            (161,474)       
                                         ---------            ---------

OTHER INCOME (EXPENSE)
Interest income (expense)                     (288)             (54,022)
Other income (expense)                      89,470              166,164
Gain (loss) on sale of assets               83,761                   --
Gain (loss) on sale of radio stations    1,173,746                   --
                                         ---------            ---------
Total other - net                        1,346,689              112,142 
                                         ---------            ---------
NET INCOME (LOSS) BEFORE INCOME TAXES    1,052,787              (49,332)
                                         ---------            ---------
INCOME TAX PROVISION                       150,000                   --
                                         ---------            ---------
NET INCOME (LOSS)                          902,787              (49,332)
                                         ---------            ---------


NET INCOME (LOSS) PER COMMON SHARE       $    0.64            $   (0.04)
                                         =========            =========
WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING                   1,140,000            1,140,996
                                         =========            =========







See notes to consolidated financial statements.


                                            - 5 -

<PAGE>




REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                   Nine Months     Nine Months
                                                      Ended           Ended
                                                   December 31,    December 31,
                                                      1998            1997
                                                   (unaudited)     (unaudited)
OPERATING ACTIVITIES
Net Income/(loss)                                   $ 902,787       $ (49,332)
Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                      33,330          99,647
    Changes in operating assets and liabilities:
       Accounts receivable                             48,024         (46,245)
       Accounts receivable - related parties          133,839         (46,793) 
       Other current assets                           (88,241)        304,993 
       Other assets                                   198,348         182,313
       Accounts payable and accrued expenses         (352,926)       (166,785)
       Other current liabilities                      150,000         (13,520)
                                                     --------        --------
Net cash provided by(used in) operating activities  1,025,161         264,278 
                                                     --------        --------
INVESTING ACTIVITIES
Sale (purchse) of radio station assets              1,070,719        (240,000)
Purchases of equipment                               (102,348)        (34,047)
                                                     --------        --------
Net cash provided by (used in)
  investing activities                                968,371        (274,047)
                                                     --------        --------
FINANCING ACTIVITIES
Proceeds from (repayment of)     
  notes payable                                      (541,311)         64,824
Proceeds from (repayment of) notes 
  payable - related parties                          (717,715)       (638,610)
Payments on capital lease obligations                      --         (11,994)
Common stock redemption                                    --        (304,512)
Preffered stock redemption                           (790,000)             --
Proceeds from issuance of preferred stock                  --         275,000
Proceeds from issuance of common stock                     --         635,511
                                                     --------        --------
Net cash provided by (used in)
  financing activities                             (2,049,026)         20,219 
                                                     --------        --------
NET INCREASE (DECREASE) IN CASH                       (55,494)         10,450 
CASH, Beginning of period                              55,695          40,791 
                                                     --------        --------
CASH, End of period                                  $    201          51,241 
                                                     ========        ========

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest                               $     --        $ 68,840






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  three and nine  months  ended
December 31, 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
for $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  prosecuting  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 the 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 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,  prior to the closing date of the Merger,
all of the  tangible  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 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>

3.  Change in Control/Distribution to Stockholders

On December  31, 1998, a change in control of Redwood  Broadcasting,  Inc.  (the
"Company")  occurred in  connection  with the  consummation  of a certain  Stock
Purchase Agreement (the "Agreement").

Under the terms of the  Agreement,  a third party  purchased  from the Company's
shareholders an aggregate of 690,000 shares of the Company's  common stock for a
total  purchase price of $100,000.  The 690,000  shares of the Company's  common
stock  acquired  by the third party  represented  48.9% of the  Company's  total
issued and outstanding shares of common stock.

Further, as part of the transactions covered by the Agreement, John C. Power and
J. Andrew  Moorer  resigned as officers and  directors of the Company,  and were
replaced by elected  representatives  of the third party  purchaser  to fill the
vancancies created by the resignation of Messrs. Power and Moorer.

As part of the transactions provided for in the Agreement, prior to consummation
of the change in  control,  substantially  all of the assets of the  Company and
substantially  all of its  liabilities  were  transferred  to its  wholly  owned
subsidiary, Alta California Broadcasting,  Inc. ("Alta") in consideration to the
issuance to the Company of  additional  shares of Alta common  stock.  Under the
terms of the  Agreement,  the  shares of  common  stock of  shareholders  of the
Company, pro rata, as of December 10, 1998, the previously announced record date
for the  distribution.  Following the distribution of the shares of common stock
of Alta, which will be effective as a spin-off, shareholders of the Company will
continue to own shares of the  Company's  common stock as well as shares of Alta
common stock. It is the intention that Alta will continue to engage in the radio
broadcasting activities previously conducted by the Company.

The Agreement  provides that,  following the closing,  and no later than January
31, 1999,  the Company under the  supervision  of its newly  appointed  Board of
Directors would enter into a definitive  merger agreement with Interactive Radio
Group,  Inc.  Consummation of the acquistion and merger with  Interactive  Radio
Group,  Inc. is subject to several  conditions,  including  the  approval of the
transaction by the shareholders of Interactive  Radio Group, Inc. as well as the
preparation, filing and declaration of effectiveness of a Form S-4 Regristration
Statement to be filed by the Company with the Securities and Exchange Commission
as part of the acquistion.




                                    - 8 -

<PAGE>




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

General

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
December 31, 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.

                                 - 9 -

<PAGE>

Liquidity and Capital Resources - December 31, 1998 compared to March 31, 1998

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 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  (TBA) with Regent whereby Regent will operate Alta's
radio  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,  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.  Alta has been operating these two
stations under a TBA since March 1, 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 in cash and 200,000 shares of Regent's Series B Preffered stock. Regent
assumed approximately $1,500,000 of the Company's liabilities.

On December  31, 1998, a change in control of Redwood  Broadcasting,  Inc.  (the
"Company")  occurred in  connection  with the  consummation  of a certain  Stock
Purchase Agreement (the "Agreement").

Under the terms of the  Agreement,  a third party  purchased  from the Company's
shareholders an aggregate of 690,000 shares of the Company's  common stock for a
total  purchase price of $100,000.  The 690,000  shares of the Company's  common
stock  acquired  by the third party  represented  48.9% of the  Company's  total
issued and outstanding shares of common stock.

Further, as part of the transactions covered by the Agreement, John C. Power and
J. Andrew  Moorer  resigned as officers and  directors of the Company,  and were
replaced by elected  representatives  of the third party  purchaser  to fill the
vancancies created by the resignation of Messrs. Power and Moorer.

As part of the transactions provided for in the Agreement, prior to consummation
of the change in  control,  substantially  all of the assets of the  Company and
substantially  all of its  liabilities  were  transferred  to its  wholly  owned
subsidiary, Alta California Broadcasting,  Inc. ("Alta") in consideration to the
issuance to the Company of  additional  shares of Alta common  stock.  Under the
terms of the  Agreement,  the  shares of  common  stock of  shareholders  of the
Company, pro rata, as of December 10, 1998, the previously announced record date
for the  distribution.  Following the distribution of the shares of common stock
of Alta, which will be effective as a spin-off, shareholders of the Company will
continue to own shares of the  Company's  common stock as well as shares of Alta
common stock. It is the intention that Alta will continue to engage in the radio
broadcasting activities previously conducted by the Company.

                                        - 10 -


<PAGE>

Results of Operations - Three months  ended December 31, 1998 compared  to Three
                        Months Ended December 31, 1997

Net revenues  (gross  revenues  less agency  commissions)  for the quarter ended
December 31, 1998 were $39,853 compared to net revenues of $ 71,481 for the same
period a year ago. The decrease in sales is attributed  to increase  competition
for advertising dollars in the Redding, California market.

Operating  expenses for the three months ended  December 31, 1998 were  $217,568
comprised of station operating  expenses of $57,112,  general and administrative
expenses of $157,278 and  depreciation  and  amortization  of $3,178.  Operating
expenses  for the three month  period  ended  December  31,  1997 were  $151,944
comprised of station operating  expenses of $22,130,  general and administrative
expenses of $88,627 and depreciation and amortization of $41,187.

The Company incurred net interest expense  (interest  expense offset by interest
income) for the quarter ended December 31, 1998 of $13,644  comprised  primarily
of interest arising from short-term debt.

As a result of the  foregoing,  the  Company  sustained a net loss for the three
months ended  December 31, 1998 of ($264,527) or ($0.18) per share compared to a
net loss of ($40,687)  or ($0.04) per share for the three months ended  December
31, 1997





                                        - 11 -




<PAGE>

Results of  Operations - Nine  Months Ended December 31, 1998 compared  to  Nine
                         Months Ended December 31, 1997

Net Revenues (gross revenues less agency  commissions) for the nine months ended
December  31, 1998 were  $98,246  compared to net  revenues  for the nine months
ended December 31, 1997 of $744,299.  Revenue for the nine months ended December
31, 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 current  year,  the Company only operated one radio station in
Redding,  California.  Due to the sale in June, 1998, to Regent,  of four of the
Company's  radio  stations.  Therefore,  the  decrease in revenue in the current
period is attributable to a decrease in volume of radio advertising sales.

Operating  expenses  for the nine months ended  December 31, 1998 were  $392,148
comprised of station operating expenses of $152,023,  general and administrative
expenses of $206,795 and  depreciation  and  amortization of $33,330.  Operating
expenses for the period were generated by the Company's sole station in Redding,
California.  As previously  stated,  in the prior year  comparable  period,  the
Company  operated  five radio  stations.  Thus the Company  generated  operating
expenses  of  $905,773  last year  comprised  of station  operating  expenses of
$414,270,  general and  administative  expenses of $391,856 and depreciation and
amortization of $99,647.

The Company  recorded  other  income of  $1,052,787  for the nine  months  ended
December  31, 1998  compared to other  income of $112,142  for the same period a
year ago.  Other  income for the current  period was  comprised  primarily  of a
$1,173,746  gain  recorded on the sale of Alta's radio  stations to Regent.  The
Company  completed the sale of these  stations n June 15, 1998.  Also during the
nine months ended December 31, 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 filing and  prosecuting  the  construction  permit coupled with
legal and engineering fees.

As a result of the foregoing,  the Company posted net income of $902,787 for the
nine months ended December 31, 1998 or $0.64 per share compared to a net loss of
$(49,332) or $(0.04) per share for the nine months ended December 31, 1997.






                                        - 12 -

<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



                                        - 13 -