U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)
     [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the quarter ended June 30, 1997

                             OR

     [  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                        Commission file number: 33-80321

                           REDWOOD BROADCASTING, INC.
                 (Name of Small Business Issuer in Its Charter)

                Colorado                                        84-1295270
      (State or Other Jurisdiction                           (I.R.S. Employer
            of Incorporation)                               Identification No.)

                              7518 Elbow Bend Road
                                  P.O. Box 3463
                                  Carefree, AZ                      85377
                       (Address of Principal Executive Offices)   (Zip Code)

Issuer's telephone number, including area code:  (602) 488-2596

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

Securities registered under Section 12(g) of the Exchange Act:

                          COMMON STOCK, $.004 PAR VALUE
                             (Title of Class)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ].

     The  number of  shares of the  registrant's  .004 par  value  Common  Stock
outstanding as of June 30, 1997 was 997,054.



<PAGE>


                             INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

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

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

         Consolidated Statements of Cash Flows for the
         Three months ended June 30, 1997 and 1996  ............  5

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

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


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings  ....................................  9

Item 2.  Changes in Securities  ................................  9

Item 3.  Defaults Under Senior Securities  .....................  9

Item 4.  Submission of Matters to a Vote of Security Holders  ..  9

Item 5.  Other Matters  ........................................  9

Item 6.  Exhibits and Reports on Form 8-K  .....................  9

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





<PAGE>





REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

                                                                        June 30,
                                                                          1997
                                                                     (unaudited)
ASSETS
CURRENT ASSETS
Cash                                                                 $   19,611
Accounts receivable, net                                                192,066
Receivable from related parties                                          65,820
Receivable from sale of radio station                                   633,000
Other current assets                                                     15,359
                                                                      ---------
Total current assets                                                    925,856

PROPERTY AND EQUIPMENT, net                                             231,529

INTANGIBLE ASSETS, net                                                  976,367

NOTE RECEIVABLE FROM SALE OF RADIO STATION                              200,000
OTHER ASSETS                                                            223,001
                                                                      ---------
TOTAL                                                                $2,556,753
                                                                      =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses                                $  344,855
Payables to related parties                                             202,032
Current portion of notes payable                                         48,335
Current portion of notes payable to related parties                      25,000
Capital lease obligation                                                  8,175
                                                                      ---------
Total current liabilities                                               628,397

NOTES PAYABLE                                                           605,208
NOTES PAYABLE TO RELATED PARTIES                                        710,479
                                                                      ---------
Total liabilities                                                     1,944,084
                                                                      ---------
COMMITMENTS
REDEEMABLE COMMON STOCK                                                 154,419
                                                                      ---------
STOCKHOLDERS' EQUITY
Preferred stock, par value $.04; 2,500,000 shares authorized;
    none issued and outstanding
Common stock, par value $.004; 12,500,000 shares authorized;
    997,054 shares issued and outstanding                                 3,988
Additional paid-in capital                                            1,069,740
Accumulated deficit                                                    (520,478)
Note receivable from stockholder                                        (45,000)
Common stock subscribed                                                 (50,000)
                                                                      ---------
Total stockholders' equity                                              458,250
                                                                      ---------
TOTAL                                                                $2,556,753
                                                                      =========







See notes to consolidated financial statements.


                                           - 3 -

<PAGE>



REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

                                         Three Months         Three Months
                                            Ended                Ended
                                        June 30, 1997        June 30, 1996
                                         (unaudited)          (unaudited)
REVENUE
Broadcast revenue                        $ 373,317            $     --
Less agency commissions                     33,399                  --
                                         ---------            ---------
Net revenue                                339,918                  --
                                         ---------            ---------
OPERATING EXPENSE
General and administrative                 120,026               13,722
Station operating expenses                 191,302               60,416
Depreciation and amortization               28,460               24,102
                                         ---------            ---------
Total                                      339,788               98,240
                                         ---------            ---------
INCOME/(LOSS) FROM OPERATIONS                  130              (98,240)
                                         ---------            ---------

OTHER INCOME (EXPENSE)
Interest expense                           (10,960)              (1,200)
Other income (expense)                      42,751              (28,009)
                                         ---------            ---------
Total other - net                           31,791              (29,209)
                                         ---------            ---------
NET INCOME/(LOSS)                           31,921             (127,449)
                                         ---------            ---------
NET INCOME (LOSS) PER COMMON SHARE       $    0.03            $    (.22)
                                         =========            =========
WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING                     934,523              590,000
                                         =========            =========









See notes to consolidated financial statements.


                                            - 4 -

<PAGE>





REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                   Three Months    Three Months
                                                      Ended           Ended
                                                    June 30,        June 30,
                                                      1997            1996
                                                   (unaudited)     (unaudited)
OPERATING ACTIVITIES
Net Income/(loss)                                   $  31,921       $(127,449)
Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                      28,460          24,102
    Changes in operating assets and liabilities:
       Accounts receivable                            (70,506)         70,010
       Other current assets                            (2,452)       (114,646)
       Accounts payable and accrued expenses          (43,810)        (83,005)
       Other assets                                   (66,038)         17,264
       Other liabilities                                  --             (626)
                                                     --------        --------
Net cash provided by(used in) operating activities   (122,425)       (214,350)
                                                     --------        --------
INVESTING ACTIVITIES
Purchases of equipment                                (26,299)            --
Sale of radio station assets                              --          445,488
                                                     --------        --------
Net cash provided by (used in)
  investing activities                                (26,299)        445,488
                                                     --------        --------
FINANCING ACTIVITIES
Proceeds from borrowings under
  related party notes                                  45,030             --
Proceeds from borrowings under notes                   25,000             --
Principal payments on notes to
  related parties                                         --         (243,336)
Principal payments on notes                           (39,550)            --
Increase in net payable to related parties             50,883             --
Payments on capital lease obligations                  (3,819)            --
Proceeds from issuance of common stock                 50,000          30,000
                                                     --------        --------
Net cash provided by (used in)
  financing activities                                127,544        (213,336)
                                                     --------        --------
NET INCREASE (DECREASE) IN CASH                       (21,180)         17,802
CASH, Beginning of period                              40,791         (23,188)
                                                     --------        --------
CASH, End of period                                  $ 19,611        $ (5,386)
                                                     ========        ========

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest                               $ 10,960        $  1,200






See notes to consolidated financial statements.



                                        - 5 -

<PAGE>

REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  General

The consolidated  financial  statements for the three months ended June 30, 1997
and 1996 are unaudited and reflect all  adjustments  (consisting  only of normal
recurring adjustments) which are, in the opinion of management,  necessary for a
fair  presentation  of the  financial  position  and  operating  results for the
interim  periods.  The  consolidated  financial  statements  should  be  read in
conjunction  with the  consolidated  financial  statements  and  notes  thereto,
together with  management's  discussion and analysis of financial  condition and
results of operations,  contained in the Company's  annual report on Form 10-KSB
for the fiscal  year ended March 31,  1997.  Results of  operations  for interim
periods are not necessarily  indicative of results which may be expected for the
year as a whole.


2.  Acquistions

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


3.  Stockholder's Equity

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

At March 31, 1997,  the 203,008 common stock put options  remained  outstanding.
The put options granted the optionholders the right to sell to the Company their
shares of common stock at a price of $1.50 per share.  The  Company's  potential
obligation under the put options of $304,512 was classified as redeemable common
stock in the Company's  balance sheet at March 31, 1997. The put options expired
June  13,  1997;  however,  prior  to  such  expiration,  102,946  options  were
excercised by the optionholders and,  accordingly,  the Company will acquire all
of these shares of the Company's  common stock for  $154,419.  The remaining put
options were forfeited.  Therefore,  the put option  liability  reflected in the
accompanying balance sheet (dated June 30, 1997) has been reduced from $304, 512
to $154,419 with the  difference - $150,093  being  credited to common stock and
additional paid in capital.

In May, 1997 the Company  issued  25,000 shares of common stock  pursuant to the
Company's public offering (400,000 shares total are registered for this purpose)
at $2.00 per share  receiving  proceeds  of  $50,000.  In  addition,  during the
quarter ended June 30, 1997, the Company  received a subscription  agreement for
an  additional  25,000  shares of  common  stock to be  issued  pursuant  to the
Company's  public  offering  at $2.00 per share,  said  shares to be issued upon
receipt of payment.  Management  anticipates  receipt of the $50,000  during the
Company's  second  quarter  ending  September  30,  1997.  This  transaction  is
currently  reflected  in  the  accompanying   balance  sheet  as  "common  stock
subscribed."


                                      -6-

<PAGE>

4.  Borrowings Under Lines of Credit

The  Company  had a $25,000  line of credit  agreement  with a bank which was to
expire April 1, 1998.  Borrowings  under the line of credit agreement would bear
interest of a rate of 7.9% and were  collateralized  by a certificate of deposit
from a  related  party.  There  were no  borrowings  under  the  line of  credit
agreement  as of or during the year ended March 31, 1997.  However,  the Company
borrowed  100% of the line  during  the three  months  ended  June 30,  1997 for
working capital purposes.  In addition,  subsequent to the close of the quarter,
the Company was granted an increase in the line to $50,000  under the same terms
and conditions. This additional amount ($25,000) was also drawn on for equipment
purchases following the close of the quarter.


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

Overview

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

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

The Company's balance sheet at June 30, 1997 reflects  continued  improvement in
financial  condition when compared with the Company's balance sheet at March 31,
1997.  Total assets increased from $2,446,823 as of March 31, 1997 to $2,556,753
as of June 30, 1997,  representing  an increase of $109,930;  total  liabilities
increased $28,009 to $1,944,084; commitments (redeemable common stock) decreased
$150,093 and total  stockholder's  equity increased $232,014 from $226,236 as of
March 31, 1997 to $458,250 as of June 30, 1997.

Total  current  assets at June 30, 1997 were  $925,856 and  consisted of cash of
$19,611,  net accounts  receivable of $192,066,  a receivable from the sale of a
radio  station of $633,000 and other  current  assets of $81,179.  Total current
liabilities  at June 30, 1997 were  $628,397  (comprised  primarily  of accounts
payable and accrued  expenses of  $344,855  and  payables to related  parties of
$202,032),  resulting in working capital of $297,459. This compares favorably to
working  capital of $234,386 as of March 31, 1997, an  improvement of $63,073 or
27%.

Contributing  significantly to this increased  working capital position were the
following:

     *    An increase in net accounts receivable of $70,506

     *    A decrease in accounts payable and accrued expenses of $43,810

     *    A reduction in the current portion of notes payable of $15,549

At March 31, 1997,  the Company  reported  total assets of $2,556,753  including
property and equipment of $231,529 net of  accumulated  depreciation  of $45,909
and $976,367 (net of $74,122 in accumulated  amortization) of intangibles (radio
broadcast licenses and non-compete agreements)  attributable to KRDG-FM acquired
in July, 1996 and KNNN-FM acquired in September, 1996.

Total  liabilities  of $1,944,034  (excluding  $154,419 in put option  liability
associated  with  redeemable  common  stock)  include,  in  addition  to current
liabilities  of  $628,397  referred  to above,  the long term  portion  of notes
payable of $605,208  associated with the acquisitions of KRDG-FM and KNNN-FM and
notes  payable  to  related  parties  of  $710,449.  This  compares  with  total
liabilities of $1,916,075  (excluding the put option  liability  associated with
redeemable  common  stock) at March 31, 1997 and  represents an increase of only
$28,009.



                                         -7-

<PAGE>


As of June 30, 1997, the Company reported stockholders equity of $458,250.  This
compares  favorably  to  stockholders  equity of $226,236 as of March 31,  1997.
Contributing  to the  increase  in  stockholder's  equity of  $232,014  were the
following:

*    Earnings  for the three month  period  ended June 30, 1997 of $31,921 had a
     positive  impact  on   stockholder's   equity  by  reducing  the  Company's
     accumulated deficit from ($552,399) to ($520,478)

*    The  issuance of 25,000  shares of common stock  pursuant to the  Company's
     public offering at $2.00 per share generated $50,000 of additional capital.
     Another  25,000  shares of common  stock were issued after June 30, 1997 at
     $2.00 per share which will generate $50,000 of additional equity during the
     Company's second quarter.

*    At March 31, 1997,  203,008 common stock put options remained  outstanding.
     The put options  grant 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,  the Company
     will  acquire  all of  these  shares  of the  Company's  common  stock  for
     $154,419.  The remaining  put options were  forfeited.  Therefore,  the put
     option liability  reflected in the  accompanying  balance sheet (dated June
     30, 1997) has been reduced from $304, 512 to $154,419 with the difference -
     $150,093 being credited to common stock and additional paid in capital.


Results of  Operations - Three Months Ended June 30, 1997  compared to the Three
Months Ended June 30, 1996

Net Revenues (gross revenues less agency commissions) for the three months ended
June 30, 1997 were  $339,918  compared  to no net  revenue for the three  months
ended June 30, 1996.  Net revenue for the current  quarter is comprised of radio
advertising  sales  associated  with the  Company's  radio  stations  located in
Redding,  California.  The Company had no revenue  during the three months ended
June 30, 1996 because the Company had entered into a Local  Marketing  Agreement
(LMA)  with a  prospective  buyer of its two radio  stations  located  in Chico,
California  (KHSL-FM and KNSN-AM).  The LMA and related purchase  contracts were
entered into on March 15, 1996.  Under the LMA, the  prospective  buyer operated
the radio stations thereby receiving the benefit of all revenue generated during
the first  quarter  ended June 30, 1996.  The Company in turn received a monthly
LMA fee. This amount,  $16,500,  is included in other income for the three month
period ended June 30, 1997.

Operating  expenses  for the three  months  ended March 31,  1997 were  $339,788
comprised of station operating expenses of $191,302,  general and administrative
expenses  of  $120,026  and  depreciation  and  amortization  of  $28,460.  This
represents  an increase of $241,548  over the same period a year ago.  Operating
expenses  for the current  quarter  were  generated  by the  Company's  Redding,
California  radio  stations.  As  previously  stated,  the  Company  transferred
operational control of its two Chico,  California stations under an LMA on March
15, 1996. The Company  incurred  minimal  operating  costs during the prior year
first quarter  associated  with salary and benefits of a general  manager and an
engineer (as required by the LMA) and certain  severence  costs  associated with
employees that were not hired by the  prospective  buyer at the time the LMA was
signed.

The Company  generated other income (net of other expense) of $31,921 during the
quarter  compared to other  expense of ($29,209)  for the quarter ended June 30,
1996.  Current quarter other income was comprised  primarily of option income of
$30,000  associated  with  the  sale  of  KNSN-AM,  interest  income  of  $5,000
associated with notes receivable ( $200,000 taken as part of the KHSL-FM closing
and $45,000 taken as part of a stock sale to a shareholder of the Company),  and
the recognition of deferred revenue of $9,722. Other income was partially offset
by interest expense on notes payable of $10,960.

As a result of the  foregoing,  the  Company  produced  net income of $31,921 or
$0.03 per share  based on a weighted  average  number of shares  outstanding  of
934,523  for the three  months  ended June 30,  1997  compared  to a net loss of
($127,449)  or ($0.22)  per share based on a weighted  average  number of shares
outstanding of 590,000 for the three months ended June 30, 1996.


                                         -8-

<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 May 27, 1997 in reporting  its
                 change in certifying  accountant.  No financial statements were
                 required to be filed.







         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     08/01/97
JOHN C. POWER                 Chairman of the Board of Directors


/s/ J. Andrew Moorer         Chief Financial Officer and Director      08/01/97
J. ANDREW MOORER



                                     -9-