UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                FORM 10-QSB

                 Quarterly Report Under Section 13 or 15(d)
                 of the Securities and Exchange Act of 1934

For the Quarter Ended:                              Commission File Number:
  March 31, 2003                                               0-27727

                 Redwood Entertainment Group, Incorporated
               ---------------------------------------------
               (Name of small business issuer in its chapter)


     Nevada                                                 91-1766174
(State or other jurisdiction of                  (I.R.S. Employer I.D. No.)
 incorporation or organization)


Los Angeles Center Studios, 1201 W. 5th St., Suite. F-080             90017
Los Angeles, California
------------------------------------------------                    -------
(Address of principal executive offices)                         (Zip Code)


     Issuer's telephone number, including area code          (213)534-3409

Securities registered pursuant to section 12(b) of the Exchange Act: None

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
report(s), and (2) has been subject to such filing requirements for the
past 90 days.   Yes [X]  No [  ]

State the number of shares outstanding of each of the registrants classes
of common equity, as of the latest practicable date:

As of March 31, 2003, the issuer had total of 16,038,684 shares of common
stock of its $.001 par value common stock outstanding.


Transitional Small Business Disclosure Format.   Yes [ ]  No [X]

This Form 10-QSB contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, which
act contains a safe harbor for forward looking statements.  The Company
believes that investors would be benefitted by the cautionary language
included in this paragraph.  For this purpose any statements contained in
this Form 10-QSB that are not statements of historical fact may be deemed
to be forward-looking statements.  Without limiting the foregoing, words
such as "may," "will," "expect," "believe," "anticipate," "estimate," or
"continue" or comparable terminology are intended to identify forward-
looking statements.  These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending
on a variety of factors, many of which are not within the Company's
control.  These factors include but are not limited to economic conditions
generally and in the industries in which the Company may participate;
competition within the Company's chosen industry, including competition
from much larger competitors; technological advances and failure by the
Company to successfully develop business relationships.




































                                     2
PART I   FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS









                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
                                ___________


           UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               March 31, 2003











































                                     3

                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
                             TABLE OF CONTENTS
                                 __________

                                                                       Page
                                                                       ----

Unaudited Consolidated Condensed Financial Statements:

Unaudited Consolidated Condensed Balance Sheet as of March 31, 2002  . .F-5

Unaudited Consolidated Condensed Statement of Operations for
 the three months ended March 31, 2003 and for the period from
 inception, August 13, 2002, March 31, 2003. . . . . . . . . . . . . . .F-6

Unaudited Consolidated Condensed Statement of Stockholders' Deficit
 for the three months ended March 31, 2003 and for the period
 from inception, August 13, 2002, to March 31, 2003. . . . . . . . . . .F-7

Unaudited Consolidated Condensed Statement of Cash Flows for the
 three months ended March 31, 2003 and for the period from
 inception, August 13, 2002, to March 31, 2003 . . . . . . . . . . . . .F-8

Notes to Unaudited Consolidated Condensed Financial Statements . . . . .F-9






































                                     4
                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
               UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
                               March 31, 2003
                                 __________
<Table>
<Caption>
   ASSETS
   ------
<S>                                                           <C>
Current assets:
  Cash and cash equivalents                                   $        184
                                                               ------------
   Total current assets                                       $        184
                                                               ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

Current liabilities:
 Note payable to a bank                                       $     61,190
 Note payable to stockholder                                        49,672
  Other notes payable                                               50,000
  Accounts payable and accrued liabilities                          43,961
  Accounts payable assumed in recapitalization                     210,987
                                                               ------------
   Total current liabilities                                       415,810
                                                               ------------
Commitment and contingencies

Stockholders' deficit:
 Common stock, $.001 par value, 100,000,000 shares
  shares authorized, 16,038,681 shares issued and
  outstanding at March 31, 2003                                     16,039
 Additional paid-in capital                                      2,218,131
 Losses accumulated during the development stage                (2,649,796)
                                                               ------------
   Total stockholders' deficit                                    (415,626)
                                                               ------------
   Total liabilities and stockholders' deficit                $        184
                                                               ============
</Table>



















                The accompanying notes are an integral part
       of the unaudited consolidated condensed financial statements.
                                     5

                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
                    CONSOLIDATED STATEMENT OF OPERATIONS
        For the three months ended March 31, 2003 and for the period
             from inception, August 13, 2002, to March 31, 2003
                                 __________
<Table>
<Caption>
                                                        For the           From
                                                     Three Months      Inception
                                                         Ended            to
                                                   March 31, 3003 March 31, 2003
                                                    -------------  -------------
<S>                                                <C>            <C>
Operating, general and administrative expenses,
  except consulting expense                        $      61,821  $     138,789
Consulting expense                                     1,030,917      2,233,150
Cost of recapitalization                                       -        273,987
Interest expense                                           1,200          3,850
                                                    -------------  -------------
   Net loss                                        $  (1,093,938) $  (2,649,796)
                                                    =============  =============

Weighted average shares outstanding                   16,038,681
                                                    =============
Net loss per common share                          $       (0.07)
                                                    =============







</Table>

























                   The accompanying notes are an integral part
          of the unaudited consolidated condensed financial statements.
                                        6

<PAGE>
                        REDWOOD ENTERTAINMENT GROUP, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
        For the three months ended March 31, 2003 and for the period from
                  inception, August 13, 2002, to March 31, 2003
                                   __________
<Table>
<Caption>
                                                                   Losses
                                                  Additional  Accumulated
                                                    Deferred   During the
                           Common Stock             Paid-In      Compen-   Development
                  Shares      Amount    Capital     sation       Stage        Total
                ---------- ---------- ----------  ---------- ------------  ----------
<S>             <C>        <C>        <C>         <C>        <C>           <C>
Balance at
 inception,
 August 13,
 2002           $        - $        - $        -  $        - $          -           -

Initial
 contribution
 to establish
 Energy
 Resource
 Management,
 Inc.                  300          -      1,020           -            -       1,020

Recapit-
 alization
 on August
 26, 2002
 (See
 Note 3)        13,323,681     13,324   (13,324)           -            -           -

Common stock
 issued in
 exchange for
 consulting
 services        2,715,000      2,715  2,230,435  (1,030,917)           -   1,202,233

Net loss                 -          -          -  (1,555,838) (1,555,838)           -
                ---------- ---------- ----------  ---------- ------------  ----------
Balance at
 December
 31, 2002       16,038,681     16,039  2,218,131  (1,030,917) (1,555,838)   (352,585)

Consulting
 services
 recognized
 under
 consulting
 agreements              -          -          -   1,030,917            -   1,030,917

Net loss                 -          -          -           -  (1,093,958) (1,093,958)
                ---------- ---------- ----------  ---------- ------------  ----------
Balance at
 March 31,
 2003           16,038,681 $   16,039 $2,218,131  $        - $(2,649,796)  $(415,626)
                ========== ========== ==========  ========== ============  ==========
</Table>
                  The accompanying notes are an integral part
          of the unaudited consolidated condensed financial statements.
                                        7

                       REDWOOD ENTERTAINMENT GROUP, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
       For the three months ended March 31, 2003 and for the period from
                  inception, August 13, 2002, to March 31, 2003
                                   __________
<Table>
<Caption>
                                                        Three Months      Inception
                                                            Ended           to
                                                      March 31, 3003   March 31, 2003
                                                     ---------------  ---------------
<S>                                                  <C>              <C>
Cash flows from operating activities:
 Net loss                                            $   (1,093,958)  $   (2,649,796)
 Adjustments to reconcile net loss to net
  cash used by operating activities
   Cost of recapitalization                                        -          273,987
 Amortization of deferred compensation                     1,030,917        2,233,150
Changes in operating assets and liabilities:
 Accounts payable and accrued liabilities                     13,190           42,151
                                                     ---------------  ---------------
   Net cash provided (used)
   by operating activities                                  (49,851)        (100,508)


Cash flows from financing activities:
 Proceeds from stockholder advances                                -           49,672
 Proceeds from other notes payable                            50,000           50,000
 Proceeds from sale of common stock                                -            1,020
                                                     ---------------  ---------------
   Net cash provided by financing activities                  50,000          100,692
                                                     ---------------  ---------------
Net increase in cash and cash equivalents                        149              184

Cash and cash equivalents at beginning of period                  35                -
                                                     ---------------  ---------------
Cash and cash equivalents at end of period           $           184  $           184
                                                     ===============  ===============


</Table>


















                   The accompanying notes are an integral part
         of these unaudited consolidated condensed financial statements.
                                        8

                        REDWOOD ENTERTAINMENT GROUP, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________

1.   Organization and Summary of Significant Accounting Policies
     -----------------------------------------------------------

     Redwood Entertainment Group Inc. (the "Company") is a Nevada Corporation
that intends to acquire companies operating in the entertainment industry. The
Company originally intended to engage in energy marketing and providing energy
related products and services to commercial, industrial and manufacturing
customers, as well as wholesale entities such as municipalities, rural electric
co-ops and local distribution companies; however, a change in the Company's
business plan was adopted (See Note 3).  The Company is considered a development
stage enterprise because it currently has no significant operations, has not yet
generated revenue from new business activities and is devoting substantially all
of its efforts to business planning and the search for sources of capital to
fund its efforts.

     The Company was originally incorporated as Energy Resource Management,
Inc. on August 13, 2002 and subsequently adopted a name change to Redwood
Energy Group, Inc. upon completion of a recapitalization on August 26,
2002.  The re-capitalization occurred when the Company acquired the non-
operating public shell of Gene-Cell, Inc.  Gene-Cell had no significant
assets or operations at the date of acquisition and the Company assumed all
liabilities that remained from its prior discontinued operation as a
biopharmaceutical research company.  The historical financial statements
presented herein are those of Redwood Entertainment Group, Inc. and its
predecessors, Redwood Energy Group, Inc. and Energy Resource Management,
Inc.

     The non-operating public shell used to recapitalize the Company was
originally incorporated as Becniel and subsequently adopted name changes to
Tzaar Corporation, Gene-Cell, Inc., Redwood Energy Group, Inc. and finally
its current name, Redwood Entertainment Group, Inc.

     Significant Estimates
     ---------------------

     The preparation of consolidated financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the dates of the consolidated financial
statements and the reported amounts of revenues and expenses during the
periods.  Actual results could differ from estimates making it reasonably
possible that a change in the estimates could occur in the near term.

     Principles of Consolidation
     ---------------------------

     The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries after elimination of all
significant intercompany accounts and transactions.






                                     9

                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 __________


1.   Organization and Summary of Significant Accounting Policies, continued
     ------------------------------------------------------------

     Interim Financial Statements
     ----------------------------

     The accompanying unaudited consolidated financial statements 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-B.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.  Operating
results for the three month periods ended March 31, 2003 are not
necessarily indicative of the results that may be expected for the
respective full years.

2.   Going Concern Considerations
     ----------------------------

     The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  The Company is presently a
shell company and has limited operations and resources.  The Company has a
net loss of $2,649,797 for the period from inception, August 13, 2002, to
March 31, 2003. Additionally, at March 31, 2003, the Company is in a
negative working capital and stockholders' deficit position of $415,626.
Such matters raise substantial doubt about the Company's ability to
continue as a going concern.  These financial statements do not include any
adjustment that might result from the outcome of this uncertainty.

     The Company plans to develop into a premier independent multimedia
entertainment company.  To this end, during the first quarter 2003, the
Company entered into an agreement to acquire DreamCity Entertainment.
While the Company has, to date, been unable to fulfill all of its
obligations under the agreement, the Company is working to renegotiate the
terms of the agreement to allow it to go forward.  The Company believes the
acquisition of DreamCity Entertainment would provide the Company a solid
operation on which to implement its business plan. However, The Company's
plan may require substantial amounts of capital.

     There can be no assurances that the Company will be able to raise
adequate short-term capital to sustain its current operations as a
development stage company, that the Company can raise adequate long-term
capital from private placement of its common stock or private debt to
complete a strategic acquisition of an entertainment company such as the
DreamCity Entertainment, nor that the Company can implement its business
plan after an acquisition in the entertainment industry.  There can also be
no assurances that the Company will ever attain profitability.  The
Company's long-term viability as a going concern is dependent upon certain
key factors, as follows:

     The Company's ability to obtain adequate sources of funding to sustain
it during the development stage.  Sources of funding may not be available
on terms that are acceptable to the Company and existing stockholders, or
may include terms that will result in substantial dilution to existing
stockholders.
                                     10

                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 __________

2.   Going Concern Considerations, continued
     ---------------------------------------
     The ability of the Company to implement its business plan and become a
viable entertainment company.

     The ability of the Company to ultimately achieve adequate
profitability and positive cash flows to sustain its operations.

     Recapitalization
     ----------------
     On August 26, 2002, Gene-Cell, Inc. entered into an agreement and Plan
of Reorganization (the "Agreement") whereby the Company agreed to acquire
all of the issued and outstanding shares of Energy Resource Management,
Inc. ("ERM") in exchange for 4,000,000 restricted common shares.  The
Agreement represented a re-capitalization of ERM with accounting treatment
similar to that used in a reverse acquisition, except that no goodwill or
intangible is recorded. A re-capitalization is characterized by the merger
of a private operating company into a non-operating public shell
corporation with nominal net assets and typically results in the owners and
managers of the private company having effective or operating control after
the transaction.  ERM, the private operating company, emerged as the
surviving financial reporting entity under the Agreement, but Gene-Cell,
Inc. remained as the legal reporting entity. The accompanying financial
statements present the historical financial results of ERM.

     Subsequent to the recapitalization, the name of Gene-Cell, Inc. was
changed to Redwood Energy Group, Inc. and then its current name, Redwood
Entertainment Group, Inc.

     The consideration given by the Company in the recapitalization was
approximately $274,000 and was to be achieved through the assumption of a
note payable, accounts payable and accrued liabilities of the public shell.
The 4,000,000 shares of common stock issued by the Company is currently
held in escrow and will not be issued to the stockholder of ERM until
certain debts assumed in the re-capitalization, totaling approximately
$65,000, have been satisfied by ERM.

4.   Income Taxes
     ------------
     The difference between the income tax benefit in the accompanying
statement of operations and the amount that would result if the U.S.
Federal statutory rate of 34% were applied to pre-tax loss for the three
months ended March 31, 2003 is primarily attributable to non-deductible
compensation expense and an increase in the valuation allowance recorded to
reduce deferred tax assets to their estimated net realizable value.

     At March 31, 2003, for federal income tax and alternative minimum tax
reporting purposes, the Company has approximately $2,7853,000 of unused net
operating losses available for carryforward to future years.  The benefit
from carryforward of such net operating losses will expire in various years
between 2011 and 2022.  The benefit from utilization of net operating loss
carryforwards incurred prior to August 26, 2002 was significantly limited
in connection with a recapitalization.  Such benefit could be subject to
further limitations if significant future ownership changes occur in the
Company.  The Company currently believes that a significant portion of its
unused net operating loss carryforwards will never be utilized due to
expiration or limitations on use due to ownership changes.
                                 Continued
                                     11
                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 __________

5.   Stockholders' Equity
     --------------------
     Effective March 3, 3003 the Company adopted a 3 to 1 forward stock
split.  This stock split has been reflected in the accompanying financial
statements on a retroactive basis and all references to shares outstanding,
weighted average shares and earnings per share have been restated to
reflect the split as if it had occurred at inception.

     Subsequent to March 31, 2003, the Company demanded return of 350,000
shares of common stock, (1,050,000 post March 3, 2003 forward split),
issued under the consulting agreements as a result of nonperformance of
services and failure by specific members of the Company's business
development consulting team to fulfill specific contractual obligations to
the Company.  The response to the Company's demand is not yet known.  The
Company Board of Directors unanimously elected not to renew these
consulting contracts and is currently conducting an investigation into
relevant aspects of these consulting agreements.  A new consulting
agreement with a different consultant was executed on June 16, 2003 to
provide business development and capital recruitment services in exchange
for 500,000 shares of restricted stocks.  Capital will be preferentially
recruited for projects forecasted to generate revenue as opposed to
recruitment for operations.

     Subsequent to March 31, 2003, the Company also successfully negotiated
an extension to satisfying the terms of its DreamCity acquisition to
September 1, 2003 in exchange for 250,000 shares of restricted stock.




























                                     12


  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

History of the Company
----------------------

     The Company was organized and authorized on November 3, 1986, to
pursue any lawful purpose or purposes. The Company amended its Articles of
Incorporation on September 30, 1987, changing its name to Tzaar Corporation
and authorizing common stock of 100,000,000 shares at par value of $0.001.
From 1989 to 1996, the Company did not engage in any business activity.
During this time the Company had no significant revenues and was considered
to be a "development stage company."

     On December 28, 1996, the Company entered into a Plan of
Reorganization with Genesystems, Inc. ("Genesystems"), a corporation
organized in the state of Nevada on December 12,1996.  In connection with
the Plan of Reorganization, the Company made a one for ten reverse split of
its outstanding shares; issued an additional 7,500,000 post-split
restricted shares to effect a share exchange with Genesystems; and
authorized and issued an additional 3,500,000 common shares in a limited
offering.  As a result of the reverse acquisition, control of the Company
was acquired by Genesystem shareholders.  The acquisition of the public
shell (Tzaar Corporation) was accounted for as a recapitalization.  The
previous business of the Company at that time was that of Genesystems, Inc.

     In December 1996, the Company changed its name to Genecell, Inc. and
appointed new officers and directors to the Company.  On September 29, 1997
the Company changed its name to Gene-Cell, Inc.  From December 1996 to
December 2002, the Company focused its plan of operations on the business
of developing therapies that can treat major diseases and disorders of the
human blood system.

     On August 26, 2002, Gene-Cell, Inc. entered into an Agreement and Plan
of Reorganization (the "Agreement") whereby the Company acquired all of the
issued and outstanding shares of Energy Resource Management, Inc., ("ERM")
in exchange for 4,000,000 restricted common shares.  The Agreement
represented a recapitalization of ERM with accounting treatment similar to
that used in a reverse acquisition.  In the Reorganization, ERM assumed the
accounts payable and accrued liabilities of the Company.  The 4,000,000
shares of common stock issued by the Company is currently held in escrow
and will not be delivered to ERM until certain debts of the Company
totaling approximately $65,000 have been satisfied by ERM.

     The Company continues to be considered as a development stage
enterprise because it has not yet generated revenue from sale of its
products and/or services. Since its inception, the Company has devoted
substantially all of its efforts to development of its products and
services and the search for sources of capital to fund its efforts.  Since
the first quarter 2003, the Company has been organized under its current
structure and management team.

     Business of the Company
     -----------------------
     The Company intends to conduct business in two primary areas
entertainment and energy marketing.  The Company has discontinued its
biotechnology activities.


                                     13

     Results of Operations
     ---------------------

     During the period from inception, August 13, 2002,  to March 31, 2003,
the Company has not generated any revenue.

     As of March 31, 2003, the Company had losses accumulated in the
development stage of $2,649,797 funded by paid-in capital.  The Company had
a net loss of $1,093,959 for the three months ended March 31, 2003

     The Company has financed its operations mainly through the sale of its
common stock and has been entirely dependent on outside sources of
financing for continuation of operations.  For the remainder of fiscal
2003, the Company will continue to pursue funding for the business of
Redwood Entertainment Group and ERM. As stated previously, there is no
assurance that the Company will be successful in obtaining additional
funding on attractive terms or at all.

ITEM 3. CONTROLS AND PROCEDURES

 (a)      Evaluation of Disclosure Controls and Procedures.
          -------------------------------------------------
     The Company's Chief Executive Officer/Chief Financial Officer has
conducted an evaluation of the Company's disclosure controls and procedures
as of a date (the "Evaluation Date") within 90 days before the filing of
this quarterly report.  Based on her evaluation, the Company's Chief
Executive Officer /Chief Financial Officer has concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the applicable
Securities and Exchange Commission rules and forms.

(b)  Changes in Internal Controls and Procedures.
     --------------------------------------------
     Subsequent to the Evaluation Date, there were no significant changes
in the Company's internal controls or in other factors that could
significantly affect these controls, nor were any corrective actions
required with regard to significant deficiencies and material weaknesses.


                        PART II   OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

          None

ITEM 2. CHANGES IN SECURITIES

No instruments defining the rights of the holders of any class of
registered securities have been materially modified, limited or qualified.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

          None.


                                     14

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

As disclosed in the 8K filing dated March 3, 2003, the Board of Directors
of the Company declared the advisability of a three-to-one forward stock
split of the issued and outstanding shares of the Company's Common Stock as
described in the Amendment.  On March 3, 2003, the forward stock split, was
adopted by the written consent of holders of a majority of the voting
rights represented by the Company's outstanding shares of stock entitled to
vote thereon in accordance with Section 78.320(2) of the Nevada Revised
Statutes ("NRS"). The forward stock split was effected by filing an
amendment to the Corporation's Articles of Incorporation.  The forward
stock split became effective on March 3, 2003 Following the forward stock
split, the Company had 16,038,681 common shares issued and outstanding.
The authorized common stock of the Company remained unchanged.

ITEM 5. OTHER INFORMATION

          None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits

          Exhibit 99.1        Certification Pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002.

          (b) Reports on Form 8-K

PRE 14C Other preliminary information statements 2003-02-26 000-27727
8-K Current report, item 1  2003-02-26 000-27727
8-K Current report, items 5 and 6  2003-01-16 000-27727









                                     15

                       SIGNATURES AND CERTIFICATIONS

     In accordance with the Exchange Act, the Registrant has caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                         REDWOOD ENTERTAINMENT GROUP, INC.


June 23, 2003            By: /s/ Whitney Farmer
                         ------------------------------------
                         Whitney Farmer,
                         President, Chief Executive Officer,
                         and Chief Financial Officer


June 23, 2003            By: /s/ Brian R. Davis
                         ------------------------------------
                         Brian R. Davis,



















                                     16


                CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

     Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Whitney
Farmer, certify that:

     (1) I have reviewed this quarterly  report on Form 10-QSB of Redwood
Entertainment Group, Inc., (the "Company");

     (2) Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual  report;

     (3) Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the Company as of, and for, the periods presented in this
quarterly  report;

     (4) I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the Company and have:

          (a) designed such disclosure controls and procedures to ensure
     that material information relating to the Company is made known to us
     by others within those entities, particularly during the period in
     which this quarterly report is being prepared;

          (b) evaluated the effectiveness of the Company's disclosure
     controls and procedures as of a date within 90 days prior to the
     filing date of this quarterly report (the "Evaluation Date"); and

          (c) presented in this quarterly  report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

     (5) I have disclosed, based on my most recent evaluation, to the
Company's auditors and the audit committee of the Company's board of
directors (or persons fulfilling the equivalent function):

          (a) all significant deficiencies in the design or operation of
     internal controls which could adversely affect the Company's ability
     to record, process, summarize and report financial data and have
     identified for the Company's auditors any material weaknesses in
     internal controls; and

          (b) any fraud, whether or not material, that involves management
     or other employees who have a significant role in the Company's
     internal controls; and

     (6) I have indicated in this quarterly report whether or not there
were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


Date: June 23, 2003      By: /s/Whitney Farmer
                         -------------------------------
                         Whitney Farmer, Principal Executive Officer

                                     17

                CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

     Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Whitney
Farmer, certify that:

     (1) I have reviewed this quarterly  report on Form 10-QSB of Redwood
Entertainment Group, Inc., (the "Company");

     (2) Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual  report;

     (3) Based on my knowledge, the financial statements, and other
financial information included in this quarterly  report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the Company as of, and for, the periods presented in this
quarterly  report;

     (4) I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the Company and have:

          (a) designed such disclosure controls and procedures to ensure
     that material information relating to the Company is made known to us
     by others within those entities, particularly during the period in
     which this quarterly  report is being prepared;

          (b) evaluated the effectiveness of the Company's disclosure
     controls and procedures as of a date within 90 days prior to the
     filing date of this quarterly report (the "Evaluation Date"); and

          (c) presented in this quarterly  report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

     (5) I have disclosed, based on my most recent evaluation, to the
Company's auditors and the audit committee of the Company's board of
directors (or persons fulfilling the equivalent function):

          (a) all significant deficiencies in the design or operation of
     internal controls which could adversely affect the Company's ability
     to record, process, summarize and report financial data and have
     identified for the Company's auditors any material weaknesses in
     internal controls; and
          (b) any fraud, whether or not material, that involves management
     or other employees who have a significant role in the Company's
     internal controls; and

     (6) I have indicated in this quarterly report whether or not there
were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


Date: June 23, 2003      By: /s/ Whitney Farmer
                         ---------------------------------
                         Whitney Farmer, Principal Financial Officer



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