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, 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.)

                           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, 1997 was 1,410,000.



<PAGE>


                             INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheet as of
         December 31, 1997  ....................................  3

         Consolidated Statements of Income for the Three and
         Nine months ended December 31, 1997 and 1996  ......... 4,5

         Consolidated Statements of Cash Flows for the Nine 
         months ended December 31, 1997  and 1996  .............  6

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

Item 2.  Management's Discussion and Analysis or
         Plan of Operation  .................................... 10


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings  .................................... 14

Item 2.  Changes in Securities  ................................ 14

Item 3.  Defaults Under Senior Securities  ..................... 14

Item 4.  Submission of Matters to a Vote of Security Holders  .. 14

Item 5.  Other Matters  ........................................ 14

Item 6.  Exhibits and Reports on Form 8-K  ..................... 14

         Signatures  ........................................... 14





<PAGE>





REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

                                                                   December 31,
                                                                          1997
                                                                     (unaudited)
ASSETS
CURRENT ASSETS
Cash                                                                 $   51,241 
Accounts receivable, net                                                167,805
Receivable from related parties                                         118,339
Other receivables (Note 6)                                               45,000
Deposits (Note 2)                                                      275,000
Other current assets                                                     20,914
                                                                      ---------
Total current assets                                                    678,299

INVESTMENTS (Note 2)                                                    240,000

PROPERTY AND EQUIPMENT, net                                             208,523

INTANGIBLE ASSETS, net                                                  935,933

OTHER ASSETS                                                            174,650
                                                                      ---------
TOTAL                                                                $2,237,405
                                                                      =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses                                $  221,880
Payables to related parties                                             143,355
Current portion of notes payable                                         58,905
Current portion of notes payable to related parties                      51,839
                                                                      ---------
Total current liabilities                                               475,979

NOTES PAYABLE                                                           674,011
                                                                      ---------
Total liabilities                                                     1,149,990
                                                                      ---------

STOCKHOLDERS' EQUITY
Preferred stock, par value $.04; 2,500,000 shares authorized;
  27,500 shares issued and outstanding (Note 6)                         275,000
Common stock, par value $.004; 12,500,000 shares authorized;                   
  1,410,000 shares issued and outstanding (Note 6)                        5,640
Additional paid-in capital                                            1,453,506
Accumulated deficit                                                    (601,731)
Note receivable from stockholder                                        (45,000)
                                                                      ---------
Total stockholders' equity                                            1,087,415 
                                                                      ---------
TOTAL                                                                $2,237,405
                                                                      =========







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, 1997   December 31, 1996
                                         (unaudited)          (unaudited)
REVENUE
Broadcast revenue                        $  77,724            $ 154,601
Less agency commissions                      6,243               14,410
                                         ---------            ---------
Net revenue                                 71,481              140,191
                                         ---------            ---------
OPERATING EXPENSE
General and administrative                  88,627               15,172
Station operating expenses                  22,130              221,249
Depreciation and amortization               41,187               21,589
                                         ---------            ---------
Total                                      151,944              258,010
                                         ---------            ---------
INCOME/(LOSS) FROM OPERATIONS              (80,463)            (117,819)
                                         ---------            ---------

OTHER INCOME (EXPENSE)
Interest income (expense)                  (27,201)             (70,720)
Other income (expense)                      66,977               13,277 
                                         ---------            ---------
Total other - net                           39,776              (57,443)
                                         ---------            ---------
NET INCOME/(LOSS)                          (40,687)            (175,262)
                                         ---------            ---------
NET INCOME (LOSS) PER COMMON SHARE       $   (0.04)           $   (0.20)
                                         =========            =========
WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING                   1,140,996              861,758
                                         =========            =========









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, 1997    December 31, 1996
                                         (unaudited)          (unaudited)
REVENUE
Broadcast revenue                        $ 819,038            $ 293,993
Less agency commissions                     74,739               22,955 
                                         ---------            ---------
Net revenue                                744,299              271,038 
                                         ---------            ---------
OPERATING EXPENSE
General and administrative                 391,856               37,976
Station operating expenses                 414,270              450,348
Depreciation and amortization               99,647               69,036 
                                         ---------            ---------
Total                                      905,773              557,360  
                                         ---------            ---------
INCOME/(LOSS) FROM OPERATIONS             (161,474)            (286,322)       
                                         ---------            ---------

OTHER INCOME (EXPENSE)
Interest income (expense)                  (54,022)             (82,795)
Other income (expense)                     166,164              (32,155)
                                         ---------            ---------
Total other - net                          112,142             (114,950)
                                         ---------            ---------
NET INCOME/(LOSS)                          (49,332)            (401,272)
                                         ---------            ---------
NET INCOME (LOSS) PER COMMON SHARE       $   (0.04)           $   (0.47)
                                         =========            =========
WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING                   1,140,996              861,758
                                         =========            =========









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,
                                                      1997            1996
                                                   (unaudited)     (unaudited)
OPERATING ACTIVITIES
Net Income/(loss)                                   $ (49,332)      $(401,272)
Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                      99,647          69,036
    Changes in operating assets and liabilities:
       Accounts receivable                            (46,245)         (9,445)
       Accounts receivable - related parties          (46,793)             --  
       Other current assets                           304,993        (107,969)
       Other assets                                   182,313              --
       Accounts payable and accrued expenses         (166,785)         13,744 
       Other current liabilities                      (13,520)        161,445 
                                                     --------        --------
Net cash provided by(used in) operating activities    264,278        (274,461)
                                                     --------        --------
INVESTING ACTIVITIES
Investment in Power Surge, Inc.                      (240,000)             -- 
Purchases of equipment                                (34,047)       (797,324)
                                                     --------        --------
Net cash provided by (used in)
  investing activities                               (274,047)       (797,324)
                                                     --------        --------
FINANCING ACTIVITIES
Proceeds from (repayment of)     
  notes payable                                        64,824         921,875
Proceeds from (repayment of) notes 
  payable - related parties                          (638,610)             --
Payments on capital lease obligations                 (11,994)             --
Common stock redemption                              (304,512)             --
Proceeds from issuance of preferred stock             275,000              --
Proceeds from issuance of common stock                635,511         195,000
                                                     --------        --------
Net cash provided by (used in)
  financing activities                                 20,219       1,116,875 
                                                     --------        --------
NET INCREASE (DECREASE) IN CASH                        10,450          45,090 
CASH, Beginning of period                              40,791         (23,188)
                                                     --------        --------
CASH, End of period                                  $ 51,241          21,902 
                                                     ========        ========

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest                               $ 68,840        $ 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  three and nine  months  ended
December 31, 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.  Acquistion of Assets

Effective  April 1,  1997,  the  Company  entered  into an option  agreement  to
purchase radio  stations  KNRO-AM and KARZ-FM  (KNRO/KARZ)  licensed to Redding,
California  from Power  Surge,  Inc.  (Power  Surge).  Power Surge  acquired 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  could  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 extended the date of
the option to March 31,  1998.  In addition  to  extending  the option  exercise
period,  the  parties  agreed to amend the terms of  purchase  by the Company to
include a  combination  of cash and stock.  To date the  Company  has  disbursed
$275,000  in the form of a deposit  and issued  200,000  shares of common  stock
($240,000) toward the purchase of KNRO/KARZ.  The total  consideration paid thus
far by the Company of $515,000  will be credited  against the purchase  price at
closing.  Concurrent  with the  execution of the option  agreement,  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.  Disposition of Assets

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(see  footnote 2
above),  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.



                                    - 7 -

<PAGE>


4.  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 at $2.00 per share.  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 at $2.00 per share receiving  proceeds of $50,000.  In
September,  1997 the Company  issued  25,000  additional  shares of common stock
pursuant  to this  offering receiving  another $50,000 in proceeds.

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.

In December 1997, the Company issued 200,000 shares of common stock representing
an  investment  in Power Surge,  Inc. (See footnote #2 above) at $1.20 per share
for a total of $240,000.

In December 1997, the Company issued 27,500 shares of $10.00  preferred stock to
a related party receiving  total proceeds of $275,000.  The Company may elect to
retire the preferred stock from the proceeds of the Regent acquisition of Alta.

In December  1997, the Company issued 10,000 shares of common stock at $2.00 per
share in exchange for services provided to the Company.

 
5.  Borrowings Under Lines of Credit

In September 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 December 31, 1997,  100% of available  funds had been advanced for working
capital purposes.  Also in September 1997, 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 December 31, 1997, the Company had purchased
$31,504 in equipmen utilizing this credit facility.


6.  Pending License Application Settlement

In December  1997,  the  Company  entered  into a private  auction to settle its
pending  application  for a  construction  permit  to build an FM radio  station
licensed  to Shasta  Lake  City,  California.  There  were  multiple  applicants
participating  in the  auction.  The  Company was not the  winning  bidder.  The
Company will receive a settlement  award of approximately  $45,000.  This amount
has been booked in the current  quarter as a receivable.  All costs  incurred by
the  Company  during the  application  filing and  prosecution  process  (legal,
engineering,  etc.) have been  written  off and any net gain  recorded  as other
income during the period.


                                        - 8 -

<PAGE>

7.  Subsequent Events

Following the close of the quarter ended  December 31, 1997 the Company  entered
into a negotiated  settlement related to the Company's pending application for a
construction  permit to build an FM radio station licensed to Mesquite,  Nevada.
Under the terms of the agreement the Company will recover the amount of its cost
basis incurred in filing and  prosecuting  the  application.  As of December 31,
1997 the Company had incurred  costs of $5,880.70  pertaining  to the  Mesquite,
Nevada application.

Also following the close of the quarter,  the Company  entered into a negotiated
settlement  related to the  Company's  pending  application  for a  construction
permit to build a  television  station in  Pocatello,  Idaho.  This  transaction
involved  two  other  competing  applicants.  The  applicants  agreed  to form a
separate entity into which the three  individual  applications  would be merged.
The new entity intends to build and operate the station. The Company will have a
10% carried equity interest in this new entity.  All of the funding to build the
station  will be provided by the other  applicants.  As of December 31, 1997 the
Company had  incurred  costs of $6,238.77  pertaining  to the  Pocatello,  Idaho
application.






                                        - 9 - 


<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, 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.

Overview

Effective  April 1,  1997,  the  Company  entered  into an option  agreement  to
purchase radio  stations  KNRO-AM and KARZ-FM  (KNRO/KARZ)  licensed to Redding,
California  from Power  Surge,  Inc.  (Power  Surge).  Power Surge  acquired 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  could  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 extended the date of
the option to March 31,  1998.  In addition  to  extending  the option  exercise
period,  the  parties  agreed to amend the terms of  purchase  by the Company to
include a  combination  of cash and stock.  To date the  Company  has  disbursed
$275,000  in the form of a deposit  and issued  200,000  shares of common  stock
($240,000)  toward  the  purchase  of  KNRO/KARZ  from  Power  Surge.  The total
consideration  paid thus far by the Company of $515,000 will be credited against
the  purchase  price at closing.  Concurrent  with the  execution  of the option
agreement,  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.

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.

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.


                                        - 10 -

<PAGE>


Liquidity and Capital Resources - December 31, 1997 compared to March 31, 1997

As of December 31, 1997 the Company had total assets of $2,237,405  representing
an decrease in assets of $209,418.  Total  liabilities  decreased  significantly
from  $1,916,075  at March 31, 1997 to  $1,149,990  at December 31, 1997.  Total
stockholders equity increased $861,179 to $1,087,415 at December 31, 1997.

Total current  assets as of December 31, 1997 were $678,299 and consisted of net
accounts  receivable of $212,805,  receivables from related parties of $118,339,
deposits  of  $275,000  and other  current  assets  of  $20,914.  Total  current
liabilities as of December 31, 1997 were $475,979 comprised  primarily of vendor
accounts  payable and accrued  expenses of  $221,880,  accounts  payable and the
current  portion of notes payable to related parties of $195,194 and the current
portion of notes payable to unrelated parties of $58,905.  Working capital as of
December 31, 1997 was $202,320 representing a slight decrease in working capital
for the period of $32,066.

As of  December  31,  1997 the  Company  reported  total  assets  of  $2,237,405
including  net  property  and  equipment of  $208,523,  net  intangibles  (radio
broadcast  licenses and  non-compete  agreements)  of $935,933  attributable  to
KRDG-FM  acquired in July, 1996 and KNNN-FM  acquired in September,  1996, other
assets of $174,650 and investments of $240,000.

Total liabilities as of December 31, 1997 of $1,149,990  include, in addition to
current  liabilities of $475,979 discussed above, the long term portion of notes
payable of  $674,011.  The long term  portion of notes  payable is  comprised of
$155,000 in term debt associated  with the  acquisition of KRDG-FM,  $450,208 in
term debt  associated  with the  acquisition of KNNN-FM,  bridge  financing from
unrelated  parties  of  $40,000  and bank  debt of  $38,804  used for  equipment
purchases.  This compares with total  liabilities  of $1,916,075 as of March 31,
1997 and represents a decrease of $766,085.

As of December 31, 1997, the Company reported stockholders equity of $1,087,415.
This represents an increase of $861,179 over March 31, 1997 stockholders  equity
of $226,236  Contributing to the increase in  stockholders equity since year-end
were the following:

*    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
     were 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 at the time of forfeiture.

*    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 $82,500 in long term
     debt.
    
*    The  issuance  of  10,000  shares  of  common  stock at $2.00  per share in
     exchange for services provided by the company.

*    The  issuance  of  200,000  shares  of  common  stock  at $1.20  per  share
     representing  an investment  in Power Surge,  Inc.,  the license  holder of
     radio stations KARZ-FM and KNRO-AM which are to be acquired by the Company.

*    The issuance of 27,500 shares of $10.00  preferred stock to a related party
     contributed $275,000 of equity to the Company.

                                        - 11 -

<PAGE>

Results of Operations - Three months  ended December 31, 1997 compared  to Three
                        Months Ended December 31, 1996

Net revenues for the quarter  ended  December 31, 1997 were $71,481  compared to
net revenues of $140,191 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 this date through  December 31, 1997 the Company's radio
advertising  revenues  inured to the benefit of Regent  pursuant to the terms of
the TBA. In the prior year  comparable  period,  the Company  operated two radio
stations providing advertising revenues during the entire quarter.

Operating  expenses for the three months 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.  Operating
expenses  for the three month  period  ended  December  31,  1996 were  $258,010
comprised of station operating expenses of $221,249,  general and administrative
expenses of $15,172 and  depreciation  and  amortization  of $21,589.  

The Company incurred net interest expense  (interest  expense offset by interest
income) for the quarter ended December 31, 1997 of $27,201  comprised  primarily
of interest arising from acquisition debt.

As a result of the  foregoing,  the  Company  sustained a net loss for the three
months ended  December 31, 1997 of ($40,687) or ($0.04) per share  compared to a
net loss of ($175,262) or ($0.20) per share for the three months ended  December
31, 1996





                                        - 12 -




<PAGE>

Results of  Operations - Nine  Months Ended December 31, 1997 compared  to  Nine
                         Months Ended December 31, 1996

Net Revenues (gross revenues less agency  commissions) for the nine months ended
December  31, 1997 were  $744,299  compared to net  revenues for the nine months
ended December 31, 1996 of $271,038.  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 prior year  comparable  period,  the Company only operated two
radio stations in Redding,  California;  one of these stations was operated from
July  through  December(KRDG-FM)  and a second  station for the months of August
through  December(KNNN-FM).  Therefore,  the  increase in revenue in the current
period is attributable to an increase in volume of radio advertising sales.

Operating  expenses  for the nine months ended  December 31, 1997 were  $905,773
comprised of station operating expenses of $414,270,  general and administrative
expenses of $391,856 and  depreciation  and  amortization of $99,647.  Operating
expenses for the 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 and did not operate these stations for
the entire nine month  period ended  December  31,  1996.  Thus the Company only
generated  operating  expenses  of  $557,360  last  year  comprised  of  station
operating  expenses of $450,348,  general and administative  expenses of $37,976
and depreciation and amortization of $69,036. As a result of the foregoing,  the
Company  sustained  a loss  from  operations  for the nine  month  period  ended
December 31, 1997 of $161,474  compared to a loss from  operations  for the nine
months ended December 31, 1996 of $286,322.  This  improvement in  profitability
for the  current  period  is  attributed  to  increased  revenues  and with more
efficient operations.

The Company  incurred  interest  expense for the nine months ended  December 31,
1997 of $54,022  comprised  primarily of  financing  costs  associated  with the
Company's acquisition of KRDG-FM and KNNN-FM.  Offsetting the Company's interest
charges for the period was $166,164 in other income.  Other income was comprised
of auction  settlement income of $45,000 received from with the settlement,  via
private auction,  of the Company's pending application for a construction permit
to build an FM radio  station  licensed to Shasta Lake City,  California.  There
were  multiple  participants  in the  auction.  The  company was not the winning
bidder but will be reimbursed  for its costs incurred to date in the project for
legal,  engineering and other expenses associated with prosecuting the Company's
application. In addition to the auction settlement income, the Company generated
option income of $70,000  attributable  to with the sale of KNSN-AM,  additional
gain of $17,000  recorded  as part of the sale of  KNSN-AM,  interest  income on
notes receivable of $14,818, and the recognition of deferred revenue of $9,722.

As a result of the foregoing,  the Company  sustained a net loss of ($49,322) or
($0.04) per share based on a weighted  average  number of shares  outstanding of
1,140,996  for the nine month period ended  December 31, 1997  compared to a net
loss of  ($401,272) or ($0.47) per share based on a weighted  average  number of
shares outstanding of 861,758 for the same period a year ago.






                                        - 13 -

<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     02/19/97
JOHN C. POWER                 Chairman of the Board of Directors


/s/ J. Andrew Moorer         Chief Financial Officer and Director      02/19/97
J. ANDREW MOORER



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