<PAGE>
                   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 June 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 June 30, 1998 was 1,410,000.

<PAGE>
<PAGE>

                                    INDEX

PART I.   FINANCIAL INFORMATION

  Item 1.   Consolidated Financial Statements

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

            Consolidated Statements of Operations for the 
            Three months ended June 30, 1998 and 1997  . . . . . . . . . . 4

            Consolidated Statements of Cash Flows for the
            Three months ended June 30, 1998 and 1997  . . . . . . . . . . 5

            Notes to the Consolidated Financial Statements . . . . . . . . 6

  Item 2.   Management's Discussion and Analysis or 
            Plan of Operation  . . . . . . . . . . . . . . . . . . . . . . 7


PART II.  OTHER INFORMATION

  Item 1.   Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . 8

  Item 2.   Changes in Securities  . . . . . . . . . . . . . . . . . . . . 8

  Item 3.   Defaults Under Senior Securities . . . . . . . . . . . . . . . 8

  Item 4.   Submission of Matters to a Vote of Security Holders  . . . . . 8

  Item 5.   Other Matters  . . . . . . . . . . . . . . . . . . . . . . . . 8

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

            Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . 9




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                 REDWOOD BROADCASTING, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                        June 30, 1998
                                                         (unaudited)
                                                        -------------
<S>                                                     <C>

ASSETS
CURRENT ASSETS
Cash                                                    $   188,801 
Accounts receivable, net                                     72,153 
Receivable from related parties                             321,893 
Notes receivable                                            141,500 
Other current assets                                         43,736 
                                                        -------------
Total current assets                                        768,083 

PROPERTY AND EQUIPMENT, net                                  14,535 

INTANGIBLE ASSETS, net                                       99,166 

INVESTMENTS                                               1,000,000 
OTHER ASSETS                                                203,427 
                                                        -------------
TOTAL                                                   $ 2,085,211 
                                                        =============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses                   $    44,756 
Payables to related parties                                   3,290 
Current portion of notes payable                             62,063 
Other current liabilities                                    12,235 
                                                        -------------
Total current liabilities                                   122,344 

Total liabilities                                           122,344 
                                                        -------------
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                                           548,721 
Note receivable from stockholder                            (45,000)
                                                        -------------
Total stockholders' equity                                1,962,867 
                                                        -------------
TOTAL                                                   $ 2,085,211 
                                                        =============

</TABLE>

               See notes to consolidated financial statements.

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<PAGE>
                 REDWOOD BROADCASTING, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                              Three Months    Three Months
                                                  Ended           Ended
                                              June 30, 1998   June 30, 1997
                                              -------------   -------------
                                               (unaudited)     (unaudited)
<S>                                           <C>             <C>

REVENUE
Broadcast revenue                             $    25,316     $    373,317 
Less agency commissions                             1,162           33,399 
                                              -------------   -------------
Net revenue                                        24,154          339,918 
                                              -------------   -------------

OPERATING EXPENSE
General and administrative                         21,645          120,026 
Station operating expenses                         46,968          191,302 
Depreciation and amortization                      27,731           28,460 
                                              -------------   -------------
Total                                              96,344          339,788 
                                              -------------   -------------
INCOME/(LOSS) FROM OPERATIONS                     (72,190)             130 
                                              -------------   -------------

OTHER INCOME (EXPENSE)
Interest expense                                    7,798           10,960 
Other income                                        6,889           42,751 
Gain on sale of assets                             83,761              --  
Gain on sale of radio stations                  1,237,876              --  
                                              -------------   -------------
Total other - net                               1,320,728           31,791 
                                              -------------   -------------
NET INCOME                                      1,248,538           31,921 
                                              -------------   -------------
NET INCOME PER COMMON SHARE                   $      0.89     $       0.03 
                                              =============   =============
WEIGHTED AVERAGE COMMON 
  SHARES OUTSTANDING                            1,410,000          934,523 
                                              =============   =============

</TABLE>

               See notes to consolidated financial statements.

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<PAGE>
                 REDWOOD BROADCASTING, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                              Three Months    Three Months
                                                  Ended           Ended
                                              June 30, 1998   June 30, 1997
                                              -------------   -------------
                                               (unaudited)     (unaudited)
<S>                                           <C>             <C>

OPERATING ACTIVITIES
Net Income                                    $ 1,248,538     $     31,921 
Adjustments to reconcile net loss to 
  net cash used in operating activities:
  Depreciation and amortization                    27,731           28,460 
  Changes in operating assets and 
     liabilities:
     Accounts receivable                          (24,129)         (70,506)
     Accounts receivable - affiliates            (188,054)              -- 
     Other current assets                        (123,477)          (2,452)
     Accounts payable and accrued expenses       (143,130)         (43,810)
     Accounts payable - affiliates               (149,515)              -- 
     Other assets                                  (5,079)         (66,038)
                                              -------------   -------------
Net cash provided by(used in) operating
  activities                                      642,885         (122,425)
                                              -------------   -------------
INVESTING ACTIVITIES
Purchase of radio station assets                 (100,000)         (26,299)
Sale of radio station assets                    1,074,533               -- 
                                              -------------   -------------
Net cash provided by (used in) 
  investing activities                            974,533          (26,299)
                                              -------------   -------------
FINANCING ACTIVITIES
Proceeds from borrowings under 
  related party notes                                  --           45,030 
Proceeds from borrowings under notes                   --           25,000 
Principal payments on notes                      (694,312)         (39,550)
Increase in net payable to related parties             --           50,883 
Preferred stock redemption                       (790,000)              -- 
Payments on capital lease obligations                  --           (3,819)
Proceeds from issuance of common stock                 --           50,000 
                                              -------------   -------------
Net cash provided by (used in)
  financing activities                         (1,484,312)         127,544 
                                              -------------   -------------
NET INCREASE (DECREASE) IN CASH                   133,106          (21,180)
CASH, Beginning of period                          55,695           40,791 
                                              -------------   -------------
CASH, End of period                           $   188,801     $     19,611 
                                              =============   =============

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest                        $     7,798     $     10,960 


</TABLE>

               See notes to consolidated financial statements.

<PAGE>
<PAGE>
                 REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   General
     -------
The consolidated financial statements for the three months ended June 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 acquisition 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 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 of 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 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 in cash and 200,000 shares of Regent's
Series B preferred stock.  Regent also assumed approximately $1,500,000 of
the Company's liabilities.


<PAGE>
<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 June 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.


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 Communications ("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 the
period leading up to the date of closing of 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 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 in cash and 200,000 shares of Regent's
Series B preferred stock.  Regent also assumed approximately $1,500,000 of
the Company's liabilities.

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

At June 30, 1998 the Company had total assets of $2,085,211 representing a
decrease in total assets of $528,419 over total assets at March 31, 1998. 
Total liabilities decreased significantly from $1,109,301 at March 31, 1998
to $122,344 at June 30, 1998.  Total stockholders equity increased
$1,248,538 to $1,962,867 at June 30, 1998.

Total current assets at June 30, 1998 were $768,083 and consisted of cash
of $188,801, net accounts receivable of $72,153, receivables from related
parties of $321,893, notes receivable of $141,500 and other current assets
of $43,736.  Total current liabilities at June 30, 1998 were $122,344
comprised of vendor accounts payable and accrued expenses of $44,756, 
payables to related parties $3,290, the current portion of notes payable to
third parties of $62,063 and other current liabilities of $12,235.  Working
capital at June 30, 1998 was $645,739 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 $962,352.

At June 30, 1998 the Company reported total assets of $2,085,211 including
property and equipment of $14,535, net intangibles (radio broadcast
licenses and non-compete agreements net of related accumulated
amortization) of $99,166 attributable to radio station KLXR-AM acquired by
the Company in April, 1998, other assets of $203,427 and investments in
preferred stock of $1,000,000 attributable to the Company's sale, in June,
of a group of four radio stations located in Redding, California to Regent
Communications, Inc.

Total liabilities at June 30, 1998 are comprised entirely of the current
liabilities described above.

At June 30, 1998 the Company reported stockholders equity of $1,962,867. 
This represents an increase of $1,248,538 over March 31, 1998 stockholders
equity of $714,329.  The increase in stockholders equity is attributable to
the earnings posted for the period which was comprised primarily of the
gain on sale of the Company's four radio stations located in Redding,
California of $1,237,876.


Results of Operations - Three Months Ended June 30, 1998 compared to the
Three Months Ended June 30, 1997
---------------------------------------------------------------------------

Net revenues for the three months ended June 30, 1998 were $24,154 compared
to net revenues of $339,918 for the same period a year ago.  The decrease
in revenue for the quarter is attributed 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 inured 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 quarter.

Operating expenses for the three months ended June 30, 1998 were $96,344
comprised of station operating expenses of $46,968, general and
administrative expenses of $21,645 and depreciation and amortization of
$27,731.  Operating expenses for the three month period ended June 30, 1997
were $339,788 comprised of station operating expenses of $191,302, general
and administrative expenses of $120,026 and depreciation and amortization
of $28,460.

The Company recorded other income of $1,237,876 for the three months ended
June 30, 1998 compared to other income of $31,791 for the same period a
year ago.  Other income for the current period was comprised of net
interest expense (interest expense offset by interest income) of $7,798 for
the quarter ended June 30, 1998 comprised primarily of interest associated
with short term notes payable.  Offsetting the net interest expense was
income associated with a 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 is net of deferred acquisition costs associated with filing and
prosecuting the construction permit application coupled with legal and
engineering fees.  Also during the quarter, the Company recorded a gain on
the sale of a group of four radio stations in Redding, California of
$1,237,876.  The Company completed the sale of these stations to Regent
Communications on June 15, 1998.

As a result of the foregoing, the Company posted net income of $1,248,538
for the three months ended June 30, 1998 or $0.89 per share compared to net
income of $31,921 or $0.03 per share for the three months ended
June 30, 1997.
<PAGE>
<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)  None

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                                 SIGNATURES

     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, Chief Executive         8/19/98
----------------------        Officer, Chairman of the        ----------
JOHN C. POWER                    Board of Directors                


/s/ J. Andrew Moorer           Chief Financial Officer          8/19/98
----------------------              and Director              ----------
J. ANDREW MOORER