<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                    For the quarter ended September 30, 1999


     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

           For the transition period from ____________ to ____________


                         Commission file number 33-80321


                                 FTM MEDIA, INC.
                              ____________________

             (Exact Name of Registrant as Specified in its Charter)


                  Colorado                                  84-1295270
              ____________________                     ____________________

        (State or other jurisdiction                     I.R.S. Employer
      of incorporation or organization)               Identification number


     6991 East Camelback Road, #D103, Scottsdale, AZ              85251
_______________________________________________________________________________

(Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code: (480) 425-0099

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.004
par value

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 Issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ x ] No [ ]

The number of shares of the registrant's $.004 par value Common Stock
outstanding as of September 30, 1999 was 6,480,542
<PAGE>   2
                                      INDEX


PART I.  FINANCIAL INFORMATION
<TABLE>
<CAPTION>
<S>                                                                                                 <C>
Item 1.       Consolidated Financial Statements

                  Consolidated Balance Sheet as of
                  September 30, 1999 and March 31, 1999............................................   3

                  Consolidated Statements of Operations for the
                  Three months ended September 30, 1999 and September 30, 1998
                  and six months ended September 30, 1999 and September 30, 1998 ..................   4

                  Consolidated Statements of Cash Flows for the
                  Six months ended September 30, 1999
                  and September 30, 1998...........................................................   5

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

Item 2.           Management's Discussion and Analysis or
                  Plan of Operations...............................................................  15


PART II. OTHER INFORMATION


         Item 1.           Legal Proceedings.......................................................  23


         Item 2.           Changes in Securities...................................................  23


         Item 3.           Defaults under Senior Securities........................................  23


         Item 4.           Submission of Matters to a vote of security holders.....................  23


         Item 5.           Other Matters...........................................................  23


         Item 6.           Exhibits and Reports on Form 8-K........................................  23


                           Signatures..............................................................  24
</TABLE>
<PAGE>   3
                         FTM MEDIA, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                         September 30, 1999   March 31, 1999
                                                                             (unaudited)        (audited)
<S>                                                                      <C>                  <C>
                                     ASSETS

Current Assets
  Cash and Cash Equivalents                                                   397,221          2,027,833
  Notes Receivable                                                            986,100                  0
  Prepaid Expenses                                                            321,681             23,968
                                                                         -------------------------------
                          Total Current Assets                              1,705,002          2,051,801

Property and Equipment - Net of Accumulated Depreciation                    1,666,982             70,499

Other Assets
  Lease Deposits                                                               11,660             20,535
  Web Site Design In Progress                                                       0            131,568
  Goodwill - Net of Amortization                                               72,624             76,550
                                                                         -------------------------------

                          Total Assets                                      3,456,268          2,350,953
                                                                         -------------------------------


                      LIABILITIES AND STOCKHOLDERS DEFICIT

Liabilities
  Accounts Payable                                                          1,417,374            208,101
  Accrued Expenses                                                                  0             64,820
  Short Term Portion of Notes Payable                                          64,555                  0
                                                                         -------------------------------
                          Total Liabilities                                 1,481,929            272,921

Minority Interest
  Preferred Stock of Subsidiary                                               431,128            415,889
  Common Stock of Subsidiary                                                2,650,347          2,771,261
                                                                         -------------------------------
                          Total Minority Interest                           3,081,475          3,187,150


Stockholders Deficit
  Preferred Stock - $.04 Par, 2,500,000 shares authorized
              273,504 issued and outstanding                                   10,940                  0
  Common Stock - $.004 Par, 12,500,000 shares authorized
              6,480,542 shares issued and outstanding                          25,922             25,278
  Additional Paid In Capital                                                2,091,516                  0
  Deficit accumulated During Development stage                             (3,235,512)        (1,134,396)
                                                                         -------------------------------
                          Total Stockholders Deficit                       (1,107,136)        (1,109,118)
                                                                         -------------------------------

                          Total Liabilities and Stockholders Equity         3,456,268          2,350,953
                                                                         ===============================
</TABLE>

<PAGE>   4

                             FTM MEDIA, INC. AND SUBSIDIARY
                          CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                              3 months          3 months     6 months           6 months
                                                ended            ended        ended               ended
                                               9/30/99          9/30/98       9/30/99            9/30/98
                                             Unaudited        Unaudited      Unaudited          Unaudited
<S>                                          <C>             <C>            <C>                 <C>
Total Revenues                                        0               0              0               0

Website development costs                       738,408               0      1,243,942               0
Capital Formation Expense                             0               0        142,788               0
Computer Maintenance & Repairs                   12,526               0         12,819               0
Consulting Fees                                 145,750               0        261,900               0
Contract Labor                                   25,536               0         27,483               0
Depreciation and Amortization                    92,334               0        113,719               0
Directors Fees and Expenses                       1,281               0          6,093               0
Education & Training                             21,408               0         21,614               0
Employment Fees and Costs                        47,798               0         58,841               0
Insurance                                        35,614               0         56,504               0
Internet connection and maintenance              26,257               0         61,506               0
Legal and Accounting Fees                       145,973               0        260,650               0
Media & Public Relations                         28,962               0         33,722               0
Office and Computer supplies                     14,538               0         28,074               0
Other                                            45,738               0         54,538               0
Payroll                                         116,093               0        274,001               0
Payroll Taxes and Benefits                       20,463               0         43,118               0
Rent                                             42,376               0         78,896               0
Telephone                                        12,537               0         33,248               0
Travel and Entertainment                         44,125               0         76,873               0
                                            ----------------------------------------------------------
           Total Expenses                     1,617,718               0      2,890,330               0
                                            ----------------------------------------------------------
Loss Before other Income                     (1,617,718)              0     (2,890,330)              0

Other Income

Interest Income net of interest expense           6,877               0         17,260               0

Loss Before Provision of Income Taxes        (1,610,841)                    0 (2,873,070             0

Provision for Income taxes                            0               0              0               0
                                            ----------------------------------------------------------
Loss Before minority interest                (1,610,841)                    0 (2,873,070             0

Minority Interest                               432,808               0        771,950               0
                                            ----------------------------------------------------------
Net Loss                                     (1,178,033)                    0 (2,101,120             0
                                            ==========================================================
Basic Loss Per common share                      (0.182)          0.000         (0.327)          0.000

Weighted Average number of common shares      6,456,070       6,319,542      6,430,150       6,319,542
</TABLE>
<PAGE>   5
                         FTM MEDIA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                             6 months          6 months
                                                               ended            ended
                                                             9/30/99            9/30/98
                                                           (unaudited)         (unaudited)
<S>                                                        <C>                <C>
OPERATING ACTIVITIES

Net Income (loss)                                           (2,101,120)              0
Adjustments to reconcile net income (loss)
   to net cash used in operating activities:
      Depreciation and amortization                            113,719               0
      Decrease in Capitalized development costs                131,568               0
      Minority Interest                                       (771,950)              0
      Increase in liquidation value - minority interest         15,239               0
      Changes in Operating Assets & Liabilities
       Increase in Prepaid assets                             (297,712)              0
       Increase in Notes Receivable                           (986,100)
       Decrease in Deposits                                      8,875               0
       Increase in Accounts Payable                          1,209,273               0
       Decrease in Accrued Expenses                            (64,820)
       Increase in short term notes payable                     64,555               0
                                                           ---------------------------

              Net Cash Flow from Operating Activities       (2,678,473)              0

INVESTMENT ACTIVITIES

Acquisition of Fixed Assets                                 (1,706,274)              0

Financing Activities

  Private Placement - Common Stock of subsidiary               360,036               0
  Private Placement - Sale of Preferred Stock                1,599,998               0
  Issuance of Stock to Employees                               986,100
  Payment of Preferred Dividends                              (192,000)              0
                                                           ---------------------------

              Net Cash Flow from financing                   2,754,134               0
                                                           ---------------------------

Net increase in Cash and Cash Equivalents                   (1,630,612)              0

Cash and Cash Equivalents beginning of year                  2,027,833           2,796
Cash and Cash Equivalents end of quarter                       397,221           2,796
</TABLE>
<PAGE>   6
                        FTM MEDIA, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


1.       General

The accompanying unaudited financial statements of FTM Media, Inc. formerly
Redwood Broadcasting, Inc. have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-QSB and article 10 of Regulation S-X. Accordingly they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The balance
sheet at March 31, 1999 has been derived from audited consolidated financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.


The accompanying financial statements are unaudited and reflect all 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, 1999. Results of operations for interim periods are not
necessarily indicative of results which may be expected for the year as a whole.


2.       Nature of Operations and Summary of Significant Accounting Policies

         FTM Media, Inc.

                  The Corporation was formed in December 1994 pursuant to the
         laws of the State of Colorado with the name Redwood Broadcasting, Inc.
         On July 19, 1999 at a special meeting of shareholders, the shareholders
         approved changing the name of the Corporation to FTM Media, Inc. On
         December 31, 1998, substantially all of the assets and liabilities of
         FTM/Redwood were transferred to a wholly owned subsidiary. The common
         stock of the subsidiary was then to be distributed to the FTM/Redwood
         shareholders. As a result of this and the reverse acquisition of the
         Corporation by Interactive Radio Group, Inc. (INRG), the prior
         operations of FTM/Redwood are not reflected in these financial
         statements. Accordingly the financial statements reflect the operating
         activity of FTM/Redwood beginning with the acquisition of the majority
         interest in INRG. The Corporation is in the development stage as its
         operations involve the raising of capital, market research and start up
         production. Because it is in the development stage, the Corporation has
         had no revenue from product sales, which is not regarded as typical for
         normal operating periods.

         Interactive Radio Group, Inc.

                  Interactive Radio Group, Inc. was formed in February 1994
         pursuant to the laws of the State of Delaware. The company was inactive
         until April, 1998
<PAGE>   7
         when it began its business of designing and hosting Internet websites
         for radio stations. The acquisition of the majority interest in INRG by
         FTM/Redwood was accounted for as a reverse acquisition, resulting in
         the historic operations of INRG being treated as the historical
         operations of the Corporation. Accordingly the accompanying historic
         financial statements have been restated to reflect the financial
         position, results of operations and cash flows for all periods
         presented as if the recapitalization had occurred at the beginning of
         the earliest period presented.

         Cybermusic Acquisition Corp.

                  Cybermusic Acquisition Corp. was formed in February, 1996
         pursuant to the laws of the State of Delaware. Cybermusic was acquired
         by INRG and became a wholly owned subsidiary in December, 1998.
         Cybermusic's principal business of designing websites for radio
         stations has been carried on by INRG since the acquisition. The
         acquisition of Cybermusic by INRG was accounted for as a reverse
         acquisition, resulting in the historic operations of Cybermusic being
         treated as the historical operations of the Corporation. Accordingly
         the accompanying historic financial statements have been restated to
         reflect the financial position, results of operations and cash flows
         for all periods presented as if the recapitalization had occurred at
         the beginning of the earliest period presented.

         Method of Accounting

                  The Corporation maintains its books and prepares its financial
         statements on the accrual basis of accounting.

         Cash and Cash Equivalents

         Cash and cash equivalents include time deposits, certificates of
         deposit and all highly liquid debt instruments with original maturities
         of three months or less. The Company maintains cash and cash
         equivalents at financial institutions which periodically may exceed
         federally insured amounts.

         Fixed Assets and Depreciation

                  Fixed Assets are stated at cost, less accumulated depreciation
         computed using the straight line method over the estimated useful lives
         as follows:

                           Computer Equipment and

                           Software                            3-5 years

                           Office Furniture                      5 years

                           Automobiles                           5 years

                           Leasehold Improvements                7 months

         Maintenance and repairs are charged to expense. The cost of assets
         retired or disposed of and their related accumulated depreciation are
         removed from the accounts.
<PAGE>   8
         Web Site Design - In progress

                  The Corporation had previously capitalized its costs incurred
         in developing its websites for radio stations. The Company now charges
         to expense all such costs. The Company has expensed all such previously
         capitalized costs.

         Goodwill

                  Goodwill has been capitalized and is being amortized over ten
         years.

         Net Loss Per Common Share

                  Net income (loss) per common share is computed in accordance
         with SFAS 128, "Earnings Per Share" by dividing the income available to
         common stockholders by the weighted average number of common shares
         outstanding for each period after reflecting the recapitalization. The
         effects of conversion of Convertible Preferred Stock were not included
         in the calculation of diluted loss per share because the Corporation
         has experienced losses in all of the periods presented and therefore
         the effect would be anti-dilutive.

         Income Taxes

                  The Corporation accounts for income taxes in accordance with
         SFAS 109 " Accounting for Income Taxes", using the asset and liability
         approach, which requires recognition of deferred tax liabilities and
         assets for the expected future tax consequences of temporary
         differences between the carrying amounts and the tax basis of such
         assets and liabilities. The method uses enacted statutory tax rates in
         effect for the year in which the temporary differences are expected to
         reverse and gives immediate effect to changes in income tax rates upon
         enactment. Deferred tax assets are recognized, net of any valuation
         allowance, for temporary differences and net operating loss and tax
         credit carry forwards. Deferred income tax expense represents the
         change in net deferred assets and liability balances. The Corporation
         had no material deferred tax assets or liabilities for the period
         presented.

3.       Stockholder's Equity

         1. During June and July, 1999 the Corporation received $1,600,000 in a
         private placement of 273,504 shares of $.04 par value Series B
         Convertible Preferred Stock. Pursuant to the terms of the Series B
         Convertible Preferred Stock, the Corporation in June and July 1999 paid
         $192,000 in dividends to the holders of the Series B Convertible
         Preferred Stock. The rights, privileges and restrictions of the Series
         B Convertible Preferred Stock are as follows:

                  a.       The stock ranks senior to Common Stock and any other
                           class or series of capital stock of the Corporation
                           with respect to liquidation, dissolution or winding
                           up of the business.

                  b.       Holders of the Series B Convertible Preferred Stock
                           are entitled to receive annual dividends in the
                           amount of $.702 per share payable on each semi-annual
                           anniversary of the Series B Convertible Preferred
                           Stock Issue Date. The dividends payable
<PAGE>   9
                           for the twelve month period immediately following the
                           Series B Convertible Preferred Stock Issue Date shall
                           be paid on the Series B Convertible Preferred Stock
                           Issue Date.

                  c.       Holders of the Series B Convertible Preferred Stock
                           have no voting rights except for those minimum voting
                           rights required by the Business Corporation Act of
                           the State of Colorado, in which case the Series B
                           Convertible Preferred Stock shall vote together with
                           the Common Stock as a single class, unless the
                           Business Corporation Act of the State of Colorado
                           requires that the Series B Convertible Preferred
                           Stock has the right to vote separately as a single
                           class.

                  d.       Holders of the Series B Convertible Preferred Stock
                           have the option to convert their Series B Convertible
                           Preferred Stock to common shares anytime at an amount
                           equal to $5.85 divided by the conversion price. The
                           conversion price shall be equal to $5.85 minus the
                           aggregate amount of accrued dividends per share which
                           are then unpaid for fifteen days or more multiplied
                           by .64103.

                  e.       The Corporation may cause each share of Series B
                           Convertible Preferred Stock to be automatically
                           converted into shares of common stock at an amount
                           equal to $5.85 minus the aggregate amount of accrued
                           dividends per share which are then unpaid for fifteen
                           days or more multiplied by .64103. as of any date on
                           which the closing price for each of the twenty
                           trading days preceding such date equals or exceeds
                           $8.35 per share. Such conversion cannot occur prior
                           to the first anniversary of Series B Convertible
                           Preferred Stock Issue Date.

                  f.       In the case of a capital reorganization or
                           reclassification of outstanding shares of Common
                           Stock or in case of any merger of the Corporation
                           into another corporation or in case of a sale or
                           conveyance to another corporation of all or
                           substantially all of the assets or property of the
                           Corporation each share of Series B Convertible
                           Preferred Stock shall thereafter be convertible into,
                           in lieu of the Common Stock issuable upon such
                           conversion, the kind and amount of shares of stock
                           and other securities and property receivable upon the
                           consummation of such transaction by a holder of that
                           number of shares of Common Stock into which one share
                           of Series B Convertible Preferred Stock was
                           convertible immediately prior to such transaction.

                  2. As incentives for certain employees to accept employment
         with the Corporation, the Corporation issued 161,000 shares of the
         Corporation's $.004 par value common stock in exchange for Secured
         Recourse Notes in the amount of $695,100. These Notes accrue no
         interest and are secured by the underlying common stock. As part of the
         terms of the Employment Agreements, the Corporation will forgive the
         notes upon the Employee's one-
<PAGE>   10
         year anniversary of employment. If an employee leaves the Corporation's
         employ prior to his/her one-year anniversary, the former Employee has
         five (5) business days to satisfy the note or the Corporation retains
         the stock as full payment of the note.


4.       Notes Receivable

                  Notes Receivable consist of $695,100 of notes received from
         certain employees in conjunction with the issuance of the Corporation's
         common stock and $291,000 of notes received from certain employees in
         conjunction with the issuance of INRG's common stock as employment
         signing bonuses. Such notes accrue no interest and are secured by the
         underlying stock. As part of the terms of the Employment Agreements,
         the Corporation will forgive the notes upon the Employee's one-year
         anniversary of employment. If an employee leaves the Corporation's
         employ prior to his/her one year anniversary, the former Employee has
         five (5) business days to satisfy the note or the Corporation retains
         the stock as full payment of the note.

5.       Fixed Assets

                  Fixed Assets are recorded at cost and consisted of the
         following at September 30, 1999 and March 31, 1999:
<TABLE>
<CAPTION>
                                              9/30/99           3/31/99
                                              -------           -------
<S>                                          <C>                <C>
         Computer Equipment                  1,619,385          56,548
         Office Equipment                      133,133          16,065
         Automobiles                            14,500               0
         Leasehold Improvements                 11,869               0
                                             ---------       ---------
                                             1,778,887          72,613
         Less Accumulated Depreciation         111,907           2,114
                                             ---------       ---------
         Net Fixed Assets                    1,666,980          70,499
</TABLE>


                  Depreciation expense for the quarters ended September 30, 1999
         and March 31, 1999 was $90,371 and $2,114 respectively


6.      Goodwill

                  The Corporation acquired goodwill with INRG's purchase of
         Cybermusic. Goodwill is being amortized over ten years and consisted of
         the following at September 30, 1999 and March 31, 1999.
<TABLE>
<CAPTION>
                                      1999         1998
                                      ----         ----
<S>                                  <C>          <C>
Goodwill                             78,513       78,513
Less: Accumulated Amortization        5,889        1,963
                                     ------       ------
Net Goodwill                         72,624       76,550
</TABLE>


                  Amortization expense for the quarters ended September 30, 1999
         and March 31, 1999 was $1,963 and $1,963 respectively
<PAGE>   11
7.      Notes Payable

                  Notes Payable consist at September 30, 1999 of a note payable
                  to AICCO, for the payment of insurance premiums, with interest
                  at 8.95% payable in monthly installments of principal and
                  interest $10,976.99 through February 2000 with the remaining
                  balance due at that date.

8.      Minority Interest

               The minority interest in INRG has two components:


               1.   Preferred Stock of Subsidiary

                    INRG issued 40,637 shares of series A Preferred Stock, par
                    value $.001 to the former shareholders of Cybermusic, upon
                    acquisition in December 1998, The minority interest in the
                    Preferred stock of INRG was recorded at the stocks
                    liquidation value of $10 per share and goodwill was recorded
                    for $78,513. Rights, privileges and restrictions of the
                    Series A Preferred Stock are as follows:

                    a.   The stock ranks senior to Common Stock and any other
                         class or series of capital stock of the Corporation
                         with respect to liquidation, dissolution or winding up
                         of the business.

                    b.   Holders of the stock are not entitled to receive
                         dividends or other distributions except upon
                         liquidation, dissolution or winding up of the business.

                    c.   Holders of the stock have a right to vote with the
                         Common stockholders as a single class unless the
                         Delaware General Corporation Law requires the Series A
                         Preferred stockholders to vote separately as a class.

                    d.   Holders have the option to convert their stock to
                         common shares equal to the Series A Preferred Stock
                         liquidation value anytime after September 30, 2000, or
                         to common stock of a parent corporation if more than
                         80% of the issued and outstanding Common Stock of INRG
                         is owned by another corporation.

                    e.   Holders may redeem their stock for cash equal to the
                         liquidation value anytime after December 7, 2001. INRG
                         may elect to redeem any or all of the outstanding
                         shares of series A Preferred stock anytime, at the
                         liquidation value.

                    f.   The liquidation value of each share of Series A
                         Preferred Stock is $10, increased with interest
                         compounded annually at 7.5% for three years commencing
                         on the issuance date. The Corporation recorded interest
                         expense on the liquidation value in the amount of
                         $7,619 during the quarter ended September 30, 1999. The
                         Series A Preferred Stock liquidation value consisted of
                         the following at September 30, 1999:

<TABLE>
<S>                                                                  <C>
                         Liquidation value at issuance               $406,370
                         Accrued interest to date                      27,758
                                                                     --------
                         Total Liquidation Value                     $431,128
</TABLE>
<PAGE>   12
               2.   Common Stock of Subsidiary

                    On March 31, 1999, FTM/Redwood acquired 90.85% of the issued
                    and outstanding Common Stock of INRG. The remaining 9.15% of
                    Common Stock represented a minority interest in INRG. The
                    parent corporation and the minority interest share pro rata
                    in the net income or loss of INRG.

                    During March and April, 1999, subsequent to the acquisition,
                    INRG received $3,243,933 from a private placement offering
                    for 1,080,628 common shares. The $3,243,933 of stock
                    purchased is included on the balance sheet under Minority
                    Interest - Common Stock of Subsidiary.

                    During the first two quarters, INRG received Secured Notes
                    in the amount of $291,000 in connection with the issuance of
                    97,000 shares of the INRG's common stock. These notes carry
                    no interest and are secured by the underlying common stock.
                    With the issuance of these shares the minority interest in
                    INRG increased to 26.87% and will increase further if
                    additional common shares are issued. The $291,000 of stock
                    purchased is included on the balance sheet under Minority
                    Interest - Common Stock of Subsidiary.

9.      Related Party Transactions

               The Corporation has entered into a management agreement to pay
               consulting fees on a monthly basis to Ingenious Enterprises, Inc.
               a Nevada corporation in the amount of $120,000 annually
               commencing October 1, 1998 on behalf of the services provided by
               Ron Conquest. Conquest, an employee of Ingenious Enterprises,
               Inc. is the President, Chief Executive Officer and a Director of
               the Corporation. Consulting fees paid pursuant to this agreement
               during the six months ended September 30, 1999 and September 30,
               1998 were $60,000 and 0 respectively.


               The Corporation has entered into a management agreement to pay
               consulting fees on a monthly basis to EchoMedia in the amount of
               $75,000 annually commencing February 1, 1999 on behalf of the
               services provided by Greg Mastroieni. Mastroieni, the owner of
               EchoMedia is a member of the Board of Directors of the
               Corporation. Consulting fees paid pursuant to this agreement
               during the quarters ended September 30, 1999 and September 30,
               1998 were $37,500 and 0 respectively.


               The Corporation has entered into a management agreement to pay
               consulting fees on a monthly basis to Four Score Entertainment,
               Inc.
<PAGE>   13
               in the amount of $75,000 annually commencing February 1, 1999 on
               behalf of the services provided by Jeffery Pollack. Pollack, an
               employee of Four Score Entertainment, Inc. is a member of the
               Board of Directors of the Corporation. Consulting fees paid
               pursuant to this agreement during the quarters ended September
               30, 1999 and September 30, 1998 were $37,500 and 0 respectively.

               The Corporation has entered into a management agreement to pay
               consulting fees on a monthly basis to BW Productions in the
               amount of $120,000 annually commencing February 1, 1999 on behalf
               of the services provided by Robert Wilson. Wilson, an employee of
               BW Productions is Vice Chairman and a member of the Board of
               Directors of the Corporation. Consulting fees paid pursuant to
               this agreement during the quarters ended September 30, 1999 and
               September 30, 1998 were $60,000 and 0 respectively.

               On August 27, 1999, the Corporation purchased from Unicorp, Inc.
               an automobile for $14,500. Greg Mastroieni, the President of
               Unicorp, Inc. is a member of the Board of Directors of the
               Corporation.

10.      Income Taxes

               The Corporation has approximately $3,235,514 of consolidated net
               operating loss carryforwards for federal tax purposes as of
               September 30, 1999, which are available to offset future taxable
               income and expire during the years 2011 through 2020. The
               corporation has not fully reserved for any future tax benefits
               from the net operating loss carryforwards since it has not
               generated any revenues to date.

11.      Year 2000

               The Corporation's computer systems are currently year 2000
               compliant. The Corporation is not aware of any material risks
               associated with its vendors regarding year 2000 compliance,
               however there is no guarantee that such risks do not exist and
               will not have an adverse effect on operations. It is not
               anticipated that any impact would be material, however the cost
               of a potential impact is not determinable.


12.      Subsequent Events


               1.   At a special meeting of shareholders held on October 15,
                    1999 the shareholders approved the Corporation's merger into
                    its wholly owned subsidiary FTM Media, Inc. a Delaware
                    Corporation (FTM Delaware), with FTM Delaware to be the
                    surviving Corporation. All shareholders of FTM Media, Inc of
                    Colorado will receive one share of FTM Media, Inc of
                    Delaware in exchange for one share of FTM Media of Colorado
                    common stock.

               2.   At the same meeting of shareholders, the Shareholders
                    adopted the FTM Media, Inc. 1999 stock option plan and also
                    approved the INRG stock option plan.
<PAGE>   14
               3.   On October 18, 1999 the Corporation filed a form S-4 with
                    the Securities and Exchange Commission so that the
                    Corporation can register approximately 2,000,000 shares of
                    it's common stock. The purpose of this share issuance is so
                    that the Corporation can effectuate the purchase of the
                    minority interest in INRG, by exchanging 1.25 shares of the
                    Corporation's common stock in exchange for each share of
                    INRG commons stock not held by the corporation.

               4.   On October 18, 1999 the Corporation filed an application
                    with the NASDAQ so as to have the Corporation's common stock
                    listed for trading on the NASDAQ SmallCap Stock Market.
<PAGE>   15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         Overview

         The following is a discussion of the consolidated financial condition
         and results of operations of the Company as of and for the two fiscal
         periods ended September 30, 1999 and September 30, 1998. 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, 1999.

         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

         The Company was incorporated on February 22, 1994. Prior to March 1998,
         the Company had not engaged in any form of commercial business
         activity. In March 1998, the Company's principal business focus became
         the Internet and the production of interactive, multi-media, 2-D/3-D
         Internet Web Sites for the Radio Industry.

         On December 7, 1998, the Company acquired Cybermusic in the Cybermusic
         Merger. The business of Cybermusic consisted primarily of developing a
         network of linked, interactive, multi-media, 2-D/3-D Internet Web Sites
         to be operated by the Company for participating Radio Stations (the
         "FTM Internet Network"). The Company's business plan is to develop,
         operate and maintain the FTM Internet Network, perform related services
         and provide Internet access to participating Radio Stations in order to
         produce new sources of revenue for the Radio Stations. It is expected
         that the Internet Web Site for participating Radio Stations will
         feature multi-media interactive capability, streaming audio and video,
         local and national chat, games, P1 targeting and music sampling. The
         Company also expects to provide market and audience research with daily
         and weekly analysis, licenses, e-commerce, and technical
         support/customer service through a Company run operations center
         available seven days per week.

         The Company will initially seek to build the FTM Internet Network
         through obtaining the participation of Radio Stations owned by
         CBS/Infinity Broadcasting. On March 9, 1998 the Company entered into
         the CBS Agreement pursuant to which Infinity Broadcasting will arrange
         for the Company to meet with the general managers of Radio Stations
         owned by CBS/Infinity Broadcasting for the purpose of discussing the
         participation of such Radio Stations in the FTM Internet Network(s).
<PAGE>   16
         The Company anticipates three initial sources of revenue which are: (1)
         the sale of radio advertising units received from Radio Stations in the
         top twenty five U.S. markets in exchange for the Company's various Web
         site products and services and for participation in the FTM Internet
         Network, (2) the sale of local and national advertising, "integrated
         interactive advertising and sponsorships" on the FTM Internet Network
         of Radio Station Internet Web site, and (3) the sale of merchandise, in
         addition to other e-commerce activities generated within the Company's
         Internet Network.


         The Company acknowledges increasing competition for limited advertising
         dollars on the Internet and seeks to differentiate itself through the
         sale of sponsorships and "integrated advertising." Integrated
         advertising is a unique program that involves advertisers in the
         creation of a message allowing them to better target a specific
         audience or audience segment. The Company's growth strategy depends, in
         part, on its ability to increase advertising revenue by the ongoing
         introduction of new and enhanced Internet products and services to its
         flagship Internet Network and Web site. In addition, the Company will
         attempt to increase advertising revenue through the introduction of new
         and enhanced Internet products and services to its Internet Network and
         Web site by the creation of new features, promotions, games and
         simulations, in order to provide sponsors and advertisers with even
         greater ability to target a specific audience.


CBS AGREEMENT


         Pursuant to the CBS Agreement, CBS/Infinity Broadcasting will provide,
         until March 2003, access and assistance to the Company to contact Radio
         Stations owned and/or operated by CBS/Infinity for the purposes of
         soliciting such stations to (1) participate in the FTM Internet
         Network, (2) to engage the Company to develop, operate and maintain
         World Wide Web sites for such stations and to provide related services
         and (3) to engage the Company to function as an Internet access
         Provider for such stations in order for the station to generate new
         sources of revenue. In exchange for such rights and assistance, the
         Company has agreed to (i) use commercially reasonable efforts to
         provide unimpeded and uninterrupted access and operability of World
         Wide Web site to the Participating Stations, (ii) propose to its
         shareholders that, for so long as CBS/Infinity Broadcasting continues
         to own at least ten percent (10%) of the issued and outstanding shares
         of the Company's Common Stock (on a fully diluted basis), a
         representative designated by CBS Radio or Infinity be elected to the
         Company's board of directors, and to use its best efforts to cause all
         of its insiders and affiliates to vote their shares in favor of the
         election of said representative, and (iii) allow CBS Infinity
         Broadcasting to audit the Company's books and records not more than
         once each calendar year on behalf of those stations who participate in
         the FTM Internet Network with respect to the accounting statements
         tendered to such Radio Stations under their agreements with the
         Company.
<PAGE>   17
OTHER POTENTIAL INTERNET PRODUCTS AND SERVICES

         The Company anticipates that advertising revenues generated from the
         sale of Internet Web site advertising and sponsorships will represent
         only a portion of the Company's operating revenues and profits, and
         further, the Company believes that its future success will depend, in
         part, on its ability to generate revenues and profits from other
         sources. The Company intends to explore other opportunities to increase
         revenues through new game platforms, co-branding relationships,
         cross-licensed technologies, merchandise opportunities, specialized
         CD-ROM's, classified advertising, personals, archiving fees, specialty
         Web-based-only entertainment events, emerging artist management,
         publishing and music distribution, and market specific consumer
         research.

         The Company's business is still in the very early stages of
         development. The Company is in discussions with various CBS/Infinity
         Broadcasting affiliated Radio Stations along with non CBS/Infinity
         Broadcasting Radio Stations regarding the providing of Internet
         products and services, but does not yet have binding agreements with
         any Radio Stations to provide such products and services. In addition,
         while the Company has developed prototypes of Radio Station Internet
         Web sites for Los Angeles Radio Station "KROQ" and San Francisco Radio
         Stations "KITS" and "KCBS", the prototypes developed do not incorporate
         all of the currently available technical features that the Company
         expects to include in its fully operational Internet Web site. The
         Company has yet to generate its first revenues and has no operating
         history upon which an evaluation of the prospects for the acceptance of
         its Internet products and services and the related sale of Internet
         advertising may be based.

THE MARKET

         The Company believes that its target markets are individuals who seek
         entertainment, community, products and services on the Internet and
         advertisers and Radio Stations who seek to reach those individuals. An
         estimate of 1998 Web use by Nielsen Media Research placed current
         Internet Web users at 79 million with a new user being added every 1.75
         seconds. 66% of current Web usage occurs in the home. Nielsen Media
         Research further reports that 20 million people made online purchases
         in the twelve-month period ended in June 1998. A study of Holiday
         shopping conducted by Boston Consulting Group found that the average
         online order was $55. Those making purchases are thought to be between
         the ages of 35 to 54 with a gender split of 53% male and 47% female,
         however, the number of women shopping online is growing rapidly. Total
         E-commerce projections for 1998 by Forrester Research indicate that 9
         million U.S. households will have shopped online for travel services
         and retail goods other than automobiles, generating $7.8 billion in
         online sales. The same report projects online sales to exceed $32
         billion by 2003. A recent U.S. Commerce report estimates by the year
         2000, total goods and services sold over the Internet will reach $300
         billion per year. Online sales of music are projected to grow to $650
         million by 2000
<PAGE>   18
         as reported by Jupiter Communications. The Aberdeen Group issued a
         report in November 1998 projecting Internet advertising spending will
         reach $5.1 billion by the year 2000.

         The Company intends to add additional Internet Web site products and
         services by partnering with prospective advertisers and sponsors to
         develop games and simulations that will appeal to specific target
         markets. The Company has conceptual plans for Internet Network and Web
         site features, promotions, games and simulations designed to appeal to
         groups that it believes are not effectively served by existing Internet
         Web programming. These plans include products based on relationships
         and designed to appeal to women, educational games for young adults,
         and other specifically targeted features to attract broad demographic
         support.

         SALES AND MARKETING

         In addition to its Director of Sales and Marketing the Company intends
         to employ the services of independent national media sales
         organizations in New York, Chicago and Los Angeles to help maximize the
         development of the FTM National/Local "Lifestyle and Demographic
         "Audience Specific" advertising opportunities. The Company intends to
         hire several additional employees in sales and marketing over the next
         two and one-half years to fully extend the "target marketing and brand
         capabilities" of the FTM "local and national format communities" and
         distribution networks (Radio Stations). The planned extensions include
         a "frequent user/buyer" bonus program for all registered users with
         local station and national network premium rewards. It is expected that
         the growing sales and marketing staff and the Company's various
         associates will focus principally on maximizing "integrated
         advertising" and "sponsorship" opportunities, which typically require
         more time and involvement to bring to fruition than Banner advertising
         sales. The Company also expects that its internal sales force will be
         responsible for the origination of all FTM "audience and music research
         products" and any product licensing arrangements. In addition, the
         Company believes that the strength of the CBS Radio brands and their
         large audiences will facilitate the FTM advertising relationships and
         sponsorship placements.
<PAGE>   19
         COMPETITION

                  The Company presently competes, or will compete, as the scope
         of its Internet Network and content expands, directly and indirectly,
         for advertisers, viewers, players and licenses and other sponsorship
         events with the following categories of companies: (i) Radio related
         Internet Networks such as those operated by OnRadio (Electric Village),
         Broadcast.com and Imagine Radio, in addition to independent Radio
         Stations that do not join the Company's Internet Network; (ii) on-line
         services or Internet Web Site targeted to music enthusiasts generally
         such as CDNow, MusicBoulevard, Tunes and BMG, or to enthusiasts of
         particular types of music such as the Internet Web Site maintained by
         Motown Records; (iii) music related Internet Networks such as those
         operated by MTV, N2K and Volatile Media; (iv) on-line services offering
         interactive games to targeted participants in association with existing
         and new brands (such as Starwave Corporation, Interactive Imaginations,
         Inc., Sony Station, Sandbox Entertainment and YoYodyne Entertainment);
         (v) game related Internet Networks which include trivia games or
         entertainment related contests; (vi) general purpose consumer on-line
         services such as America Online, PointCast, and Prodigy, as well as
         those site which include entertainment or music related areas such as
         Sidewalk.Com; (vii) Web search and retrieval services, such as Excite,
         InfoSeek, Lycos and Yahoo!, and other high-traffic Internet Web Site,
         such as those operated by Amazon, Disney, Microsoft, ESPN, and CNN;
         (viii) publishers and distributors of traditional off-line media (such
         as television, radio and print), including those targeted to specific
         audiences, many of which have established or may establish Internet Web
         Site; and (ix) vendors of information, merchandise, products and
         services distributed through other means, including retail stores,
         mail, facsimile and private bulletin board services. The Company
         anticipates that the number of its direct and indirect competitors will
         increase significantly in the future.

         There can be no assurance that the Company's current or potential
         competitors will not develop Internet products and services comparable
         or superior to those to be developed by the Company or adapt more
         quickly than the Company to new technologies, evolving industry trends
         or changing Internet user preferences. Increased competition could
         result in price reductions, reduced margins or loss of market share,
         any of which would materially and adversely affect the Company's
         business, prospects, financial condition or operating results. In
         addition, as the Company expands internationally it may face new
         competition. There can be no assurance that the Company will be able to
         compete successfully against current and future competitors, or that
         competitive pressures faced by the Company will not have a material
         adverse effect on its business, prospects, financial condition or
         operating results.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

         The Company is subject to various laws and governmental regulations
         applicable to businesses generally. The Company believes it is
         currently in
<PAGE>   20
          material compliance with such laws and that such laws do not have a
          material adverse impact on its operations. In addition, although there
          are currently few laws or regulations directly applicable to access to
          or commerce on the Internet, due to the increasing popularity and use
          of the Internet, it is possible that more stringent federal, state,
          local and international laws and regulations may be adopted with
          respect to the Internet. A variety of issues may prompt such
          regulations including problems involving participant privacy and
          expression, consumer protection, pricing, payment methodologies,
          financing practices, intellectual property, information security,
          anti-competitive practices, the convergence of traditional channels
          with Internet commerce, characteristics and quality of products and
          services and the taxation of subscription fees or gross receipts of
          Internet service providers. The enactment or enforcement of such laws
          or regulations or others in the future may increase the Company's cost
          of doing business or decrease the growth of the Internet, which could
          in turn decrease the demand for the Company's Internet products and
          services, increase the Company's costs, or otherwise have an adverse
          effect on the Company's business, financial condition or operating
          results. Moreover, the applicability to the Internet of existing laws
          in various jurisdictions including laws and regulations relating to
          matters such as property ownership, libel and personal privacy is
          uncertain, may take years to resolve and could expose the Company to
          substantial liability for which the Company might not be indemnified
          by content providers or other third parties. Any such new legislation
          or regulation or the application of existing laws and regulations to
          the Internet could have a material adverse effect on the Company's
          business, prospects, financial condition or operating results.

          The Company's use of prizes associated with its features, promotions,
          games and simulations may be subject to federal, state, local and
          international laws governing lotteries and gambling. Such laws vary
          from jurisdiction to jurisdiction and are complex and uncertain. The
          Company seeks to design its prizing structure to fall within
          exemptions from such laws, but there can be no assurance that the
          Company's prizing structure will be exempt from all applicable laws.
          Failure to comply with applicable laws could have a material adverse
          affect on the Company's business, prospects, financial condition or
          operating results.

Liquidity and Capital Resources - September 30, 1999 compared to March 31, 1999

At September 30, 1999, the Company had total assets of $3,456,268 representing
an increase in the total assets of $1,105,315 over total assets at March 31,
1999. Total Liabilities increased to $1,481,929 at September 30, 1999 from
$272,921 at March 31, 1999. Minority Interest decreased to $3,081,475 at
September 30, 1999 from $3,187,150 at March 31, 1999. Total Stockholders Deficit
decreased to $1,107,136 at September 30, 1999 from $1,109,118 at March 31, 1999.

Total current assets at September, 1999 were $1,705,002, which consisted of cash
and cash equivalents of $397,221, employee note receivables in the amount of
$986,100 and prepaid expenses of $321,681. Total current liabilities at
September 30, 1999 were $1,481,929 consisting of accounts payable of $1,417,374
and the
<PAGE>   21
current portion of a note payable in the amount of $64,555. Working capital at
September 30, 1999 was $223,073 compared to $1,778,880 at March 31, 1999. This
represented a decrease in the Company's Working Capital position of $1,555,807.

At September 30, 1999 the Company reported total assets of $3,456,268 which
consisted of $1,705,002 of current assets described above, $1,666,982 of Net
Property and Equipment, $11,660 of Lease Deposits and $72,624 of Net Goodwill.

Total liabilities at September 30, 1999 are comprised entirely of the current
liabilities described above.

Minority interest at September, 1999 totaled $3,081,475, which consisted of
Preferred Stock of a subsidiary in the amount of $431,128 and Common Stock of a
subsidiary in the amount of $2,650,347.

At September 30, 1999, the Company reported a Stockholders Deficit of
$1,107,136. This represents a decrease of $1,982 over March 31, 1999
Stockholders Deficit of $1,109,118. This decrease was the result of the sale of
273,504 shares of Series B Convertible Preferred Stock in which the Company
received $1,600,000, increased by the payment of $192,000 of dividends to the
shareholders of Series B Convertible Preferred Stock, decreased by the issuance
of 161,000 shares of Common Stock to employees in which the corporation received
notes in the amount of $695,100 and increased by the net loss for the period of
$2,101,120.

Results of Operations - Three Months Ended September 30, 1999 compared to the
Three Months Ended September 30, 1998

Net Revenues for the three months ended September 30, 1999 were 0, compared to
net revenue of 0 for the same period a year ago. This is attributable to the
Company continuing to be in its development stage and therefore not yet
generating any revenue from operations.

Operating expenses for the three months ended September 30, 1999 were $1,617,718
which consisted of website development costs of $738,408, general and
administrative expenses of $786,976 and depreciation and amortization of
$92,334. Operating expenses for the three months ended September 30, 1998 were
0.

The Company recorded net interest income (interest income offset by interest
expense) of $6,877 for the quarter ended September 30, 1999. The interest income
was money earned on the Company's Cash and Cash Equivalents less interest paid
or accrued on company liabilities.

As a result of the foregoing the Company posted a net loss of $1,610,841 before
minority interest. The minority interest in the Company's net loss was $432,808
resulting in a net loss to the Company of $1,178,033 for the three months ended
September 30, 1999 or $(.182) per share compared to a net loss of 0 for the
three months ended September 30, 1998
<PAGE>   22
Results of Operations - Six Months Ended September 30, 1999 compared to the Six
Months Ended September 30, 1998

Net Revenues for the six months ended September 30, 1999 were 0, compared to net
revenue of 0 for the same period a year ago. This is attributable to the Company
continuing to be in its development stage and therefore not yet generating any
revenue from operations.

Operating expenses for the six months ended September 30, 1999 were $2,890,330
which consisted of website development costs of $1,243,942, general and
administrative expenses of $1,532,669 and depreciation and amortization of
$113,719. Operating expenses for the six months ended September 30, 1998 were 0.

The Company recorded net interest income (interest income offset by interest
expense) of $17,260 for the six months ended September 30, 1999. The interest
income was money earned on the Company's Cash and Cash Equivalents less interest
paid or accrued on company liabilities.

As a result of the foregoing the Company posted a net loss of $2,873,070 before
minority interest. The minority interest in the Company's net loss was $771,950
resulting in a net loss to the Company of $2,101,120 for the six months ended
September 30, 1999 or $(.327) per share compared to a net loss of 0 for the six
months ended September 30, 1998
<PAGE>   23
                           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

         On July 19, 1999, the Corporation at a Special Meeting of Shareholders
         approved an amendment to the Corporation's Articles of Incorporation
         changing the name of the Corporation from Redwood Broadcasting, Inc. to
         FTM Media, Inc.

         On October 15, 1999, the Corporation at a Special Meeting of
         Shareholders approved:

               i)   The merger of the Corporation with FTM Media, Inc of
                    Delaware a wholly owned subsidiary of the Corporation, with
                    FTM of Delaware being the surviving entity.

               ii)  The adoption of the FTM Media, Inc. 1999 stock option plan

         No other matters were submitted to a vote of security holders

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 July 19,1999 reporting
                         the approval by shareholders at a special meeting of
                         shareholders of an amendment to the Corporation's
                         Articles of Incorporation changing the name of the
                         Corporation to FTM Media, Inc. from Redwood
                         Broadcasting, Inc. and also the changing of the
                         Corporation's ticker symbol to FTMM
<PAGE>   24
                           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 dates indicated.


     Signature                          Title                        Date


    /s/ Ron Conquest               President and               October 25, 1999
                                   Chief Executive Officer

   /s/ Scott M. Manson             Chief Financial and         October 25, 1999
                                   Accounting Officer
<PAGE>   25
                               INDEX TO EXHIBITS

          Exhibit No.                      Exhibit Name
          -----------                      ------------

              27                           Financial Data Schedule