Securities and Exchange Commission
                            Washington, DC 20549

                                FORM 10-QSB
               Quarterly Report Under Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

For the Quarter Ended                                Commission File Number
  June 30, 2003                                                0-27727


                     REDWOOD ENTERTAINMENT GROUP, INC.
                   --------------------------------------
           (Exact name of registrant as specified in its charter)

                                   NEVADA
                              ----------------
       (State or other jurisdiction of incorporation or organization)

                                 91-1766174
                            -------------------
                    (I.R.S. Employer Identification No.)


       Los Angeles Center Studios, 1201 West 5th Street, Suite F-080
                           Los Angeles, CA 90017
       --------------------------------------------------------------
                  (Address of principal executive offices)

                               (213) 534-3558
                           ---------------------
            (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

                                    None
                                   ------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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.

            X   Yes         No
          -----       -----


State the number of shares outstanding of each of the registrant's classes
of common equity, as of the latest practicable date.

      Common stock, par value $.001; 39,224,684 shares outstanding
                          as of September 15, 2003

                                                                      Page
                                                                     ------

PART I.  FINANCIAL INFORMATION

  Item 1.   Unaudited Consolidated Condensed Financial Statements

     Unaudited Consolidated Condensed Balance Sheet
     as of June 30, 2003 . . . . . . . . . . . . . . . . . . . . . . . 4

     Unaudited Consolidated Condensed Statement of Operations
     for the three and six months ended June 30, 2003 and for the
     period from inception, August 13, 2002, June 30, 2003 . . . . . . 5

     Unaudited Consolidated Condensed Statement of Stockholder's
     Equity for the three and six months ended June 30, 2003 and
     for the period from inception, August 13, 2002, June 30, 2003 . . 6

     Unaudited Consolidated Condensed Statement of Cash Flows for the
     three and six months ended June 30, 2003 and for the period from
     inception, August 13, 2002, June 30, 2003 . . . . . . . . . . . . 8

     Notes to Financial Statements at June 30, 2003. . . . . . . . . . 9

  Item 2.   Management Discussion and Analysis of Financial
            Condition and Results of Operations. . . . . . . . . . . .13

  Item 3.   Controls and Procedures. . . . . . . . . . . . . . . . . .15

PART II.  OTHER INFORMATION

  Item 2.   Changes in Securities. . . . . . . . . . . . . . . . . . .15

  Item 5.   Other Information. . . . . . . . . . . . . . . . . . . . .16

  Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . .17



























                                     2

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                     REDWOOD ENTERTAINMENT GROUP, INC.

                  (A CORPORATION IN THE DEVELOPMENT STAGE)

                              _______________





           UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                               June 30, 2003













































                                     3

                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
               UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
                               June 30, 2003
                              _______________

<Table>
<S>                                                           <C>
     ASSETS
     ------

Current assets:
  Cash and cash equivalents                                    $        10
                                                               ------------
     Total current assets                                               10

Acquisition costs                                                    5,000
                                                               ------------
     Total assets                                              $     5,010
                                                               ============


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

Current liabilities:
  Note payable to a bank                                          $ 60,000
  Note payable to stockholder                                       49,672
  Other notes payable                                               70,000
  Accounts payable and accrued liabilities                          78,961
  Accounts payable assumed in recapitalization                     210,987
                                                               ------------
     Total current liabilities                                     469,620
                                                               ------------
Commitments and contingencies

Stockholders' deficit:
  Common stock, $.001 par value, 100,000,000 shares
   authorized, 16,053,684 shares issued and outstanding
   at June 30, 2003                                                 18,503
  Additional paid-in capital                                     2,247,667
  Losses accumulated in the development stage                   (2,730,780)
                                                               ------------
     Total stockholders' deficit                                  (464,610)
                                                               ------------
     Total liabilities and stockholders' deficit               $     5,010
                                                               ============











</Table>


                The accompanying notes are an integral part
       of the unaudited consolidated condensed financial statements.
                                     4

                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
                    CONSOLIDATED STATEMENT OF OPERATIONS
        For the three months ended June 30, 2003 and for the period
              from inception, August 13, 2002 to June 30, 2003
<Table>
<Caption>
                                          Three Months     Six Months      Inception
                                              Ended          Ended            to
                                          June 30, 2003  June 30, 2003  June 30, 2003
                                          -------------  -------------  -------------
<S>                                      <C>            <C>             <C>
Operating, general and administrative
  Expenses, except consulting expense     $     69,771   $    131,612   $    208,581
Consulting expense                              10,000      1,040,917      2,243,150
Cost of recapitalization                         -              -            273,987
Interest expense                                 1,213          2,413          5,063
                                          -------------  -------------  -------------
     Net loss                             $    (80,983)  $ (1,174,942)  $ (2,730,780)
                                          =============  =============  =============

Weighted average shares outstanding         16,303,384     16,178,534
                                          =============  =============
Net loss per common share                 $      (0.00)  $      (0.07)
                                          =============  =============

</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 STOCKHOLDERS' EQUITY
          for the three months and six months ended June 30, 2003
    and for the period from inception, August 13, 2002 to June 30, 2003
                              _______________

<Table>
<Caption>
                                                                 Losses
                                                              Accumulated
                                Common Stock       Additional             During the
                          ----------------------     Paid-In    Deferred  Development
                 Shares      Amount     Capital  Compensation    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

Recapitalization
on August
26, 2002
(See Note 3)   13,338,384    13,338     (13,338)        -           -           -

Common stock
issued in
exchange for
consulting
services        2,715,000     2,715   2,230,435   (1,030,917)       -      1,020,233

Net loss             -         -           -            -     (1,555,838) (1,555,838)
              ------------ --------- -----------  ----------- -----------  ----------
Balance at
December
31, 2002       16,053,684    16,053   2,218,117   (1,030,917) (1,555,838)   (352,585)

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

Common stock
issued for
cash            1,700,000     1,700      15,300         -           -         17,000

</Table>                         Continued
                                     6


                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
          for the three months and six months ended June 30, 2003
    and for the period from inception, August 13, 2002 to June 30, 2003
                              _______________

<Table>
<Caption>
                                                                 Losses
                                                              Accumulated
                                Common Stock       Additional             During the
                          ----------------------     Paid-In    Deferred  Development
                 Shares      Amount     Capital  Compensation    Stage       Total
              ------------ --------- -----------  -----------------------  ----------
<S>           <C>         <C>       <C>          <C>         <C>          <C>


Common stock
issued in
exchange
consulting
services          500,000       500       9,500         -           -         10,000

Common stock
issued in
exchange for
extension of
acquisition
agreement         250,000       240       4,750         -           -          5,000
              ------------ --------- -----------  ----------- ----------  -----------

Net loss            -           -          -            -    (1,174,942)  (1,174,942)
              ------------ --------- -----------  ----------- ----------  -----------
Balance
at June
30, 2003       18,503,684  $ 18,503  $2,247,667   $     -    $(2,730,780)  $(464,610)
              ============ ========= ===========  ========== ============  ==========

























</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 and six months ended June 30, 2003
    and for the period from inception, August 13, 2002 to June 30, 2003
                              _______________

<Table>
<Caption>
                                                           Six Months     Inception
                                                              Ended           to
                                                         June 30, 2003  June 30, 2002
                                                         -------------  -------------
<S>                                                     <C>             <C>
Cash flows from operating activities;
 Net loss                                                 $(1,174,942)   $(2,730,780)
 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
   Common stock issued for consulting services                 10,000         10,000
   Changes in operating assets and liabilities:
     Accounts payable and accrued liabilities                  50,000         78,961
                                                         -------------  -------------
     Net cash provided (used) by operating activities         (67,025)      (134,682)
                                                         -------------  -------------

Cash flows from financing activities:
 Proceeds from stockholder advances                            -              49,672
 Proceeds from other notes payable                             70,000         70,000
 Payments on notes payable                                     (3,000)        (3,000)
 Proceeds from sale of common stock                            17,000         18,020
                                                         -------------  -------------
     Net cash provided by financing activities                 84,000        134,692
                                                         -------------  -------------
 Net increase (decrease) in cash and cash equivalents             (25)            10

 Cash and cash equivalents at beginning of period                  35         -
                                                         -------------  -------------

 Cash and cash equivalents at end of period              $         10   $         10
                                                         =============  =============


















</Table>
                The accompanying notes are an integral part
       of the 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


<PAGE>
                     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
     June 30, 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 $2,730,780 for the period from
     inception, August 13, 2002, to June 30, 2003. Additionally, at June
     30, 2003, the Company is in a negative working capital and
     stockholders' deficit position of $464,610. 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.
                                 Continued
                                     10

<PAGE>
                     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.

3.   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 June 30, 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 June 30, 2003, for federal income tax and alternative minimum tax
     reporting purposes, the Company has approximately $2,773,000 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

                                 Continued
                                    F-9

<PAGE>
                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              _______________

4.   Income Taxes, continued
     -----------------------
     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.

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.

     In April 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.

     During the quarter ended June 30, 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 and sold 1,700,000 shares of common stock for $17,000
     in proceeds.



















                                     12

ITEM 2.  PLAN OF OPERATIONS

     This Form 10-QSB contains certain forward-looking statements.  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.

History of the Company

     The Company was organized 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.  These 4,000,000
shares of common stock issued by the Company became 12,000,000 post-forward
split and have been held in escrow with release conditioned on certain
debts of the Company totaling approximately $65,000 being satisfied by ERM.

     In the first quarter of 2003, the Company entered into an agreement to
acquire DreamCity Entertainment as an expansion of its business plan into
the entertainment sector.  As was previously stated, the Company is
scheduled to close on the acquisition under modified terms during the third
or fourth quarter of 2003.  These modified terms include funding
development of two initial projects with capital recruited from eligible
investors in private stock purchases in the third or fourth quarter of
2003.  Its intention is to become a premier multimedia entertainment
company that creates and controls brands characterized as high quality,
principle-centered, and multicultural with profits resulting from thorough
brand exploitation.

                                     13

     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 the entertainment sector
and complimentary media activities.  The Company has discontinued its
biotechnology and energy sector activities.

     Given the Company's focus in the entertainment sector, the significant
administrative and accounting costs associated with operating in two
distinct industry segments, the lack of funds available to the Company to
pursue business operations and the lack of success the Company has
experienced in the energy marketing sector, the Company has decided to
rescind its Agreement and Plan of Reorganization with Energy Resource
Management, Inc.  In connection with the rescission, the 12,000,000 post-
split shares issued in that transaction will be returned to the Company for
cancellation, the Company will re-assume its debt obligations that were
assumed by ERM as a condition to the Agreement and Plan of Reorganization
and all right, title and interest in and to the energy marketing business
plan of ERM will be returned to ERM.  The Company anticipates the
rescission will be completed during the third quarter 2003.

     The Company intends to consummate the acquisition of DreamCity during
the third quarter of 2003 under mutually beneficial modified terms.  A
substantive feature of this agreement is that the Company will assign funds
beginning September 20, 2003 to launch development on two projects:

     -    a line of celebrity imprint children's' books;

     -    a graphic novel series for the inspirational market that will be
          expected to be developed across multiple platforms.

     These projects will be self-published by the Company which will enable
it to control every aspect of the production as well as increase its
potential margins. Simply put, the Company will finance the ventures:
printing, art, script and advertising.  Because of the expertise of the
DreamCity team and their previous demonstrable successes, the Company has
adopted this strategy as the highest and best use of its resources, which
carries with it the greatest possibility of maximized revenues.
Distribution strategies are being defined at this time and are expected to
include a combination of mainstream traditional retail,
specialty/grassroots marketing, and e-commerce.  Marketing objectives will
be two-fold: first, to establish interest for increased product sales on
these specific lines; second, to create an awareness base that will amplify
future launches of these brands across multiple mediums.


                                     14

Results of Operations

     During the period from inception, August 13, 2002, to June 30, 2003,
the Company has not generated any revenue. As of June 30, 2003, the Company
had losses accumulated in the development stage of $2,649,797 funded by
paid-in capital. 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 as well as assign capital to projects, which
have low overhead/shorter range return horizons. As stated previously,
there is no assurance that the Company will continue to be successful in
obtaining additional funding on attractive terms or at all, nor that the
projects towards which additional paid-in capital is assigned will generate
revenues 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 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.

     The following securities, which are not registered under the
Securities Act of 1933, were issued by the Company during the quarter ended
June 30, 2003.

     On May 12, 2003, the Company issued 500,000 restricted common shares
to New Creation Outreach for $5,000.  Kathy Procopio, a Company director,
is the President of New Creation Outreach.  The shares were issued without
registration under the Securities Act of 1933 in reliance on an exemption
from registration provided under Section 4(2) of the Securities Act, and
from similar applicable state securities laws, rules and regulations
exempting the offer and sale of these securities by available state
exemptions.  No general solicitation was made in connection with the offer
or sale of these securities.

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     On May 12, 2003, the Company issued 1,200,000 restricted common shares
to Cyrus Project, Inc., for $12,000.  Kathy Procopio, a Company director,
is also the President of Cyrus.  The shares were issued without
registration under the Securities Act of 1933 in reliance on an exemption
from registration provided under Section 4(2) of the Securities Act, and
from similar applicable state securities laws, rules and regulations
exempting the offer and sale of these securities by available state
exemptions.  No general solicitation was made in connection with the offer
or sale of these securities.

Item 5.  Other Information

     On August 2, 2003, Dr. Mario Procopio was appointed to fill the
vacancy on the board of directors.  His biographical information is as
follows:

     Dr. Mario Procopio has owned a financial services/asset management
company for the past twelve years which grew to a sales force of more than
60 licensed agents and 1,000 clients with more than $10 million in assets
under management.  Procopio is founder of a nonprofit organization
consisting of 107 licensed ministers, of which 44 of them are missionaries.
He oversees about 4,000 people who are affiliated with the ministry.  He
holds a Doctorate of Divinity and Doctorate of Theology degree.  Procopio
currently co-hosts a half-hour talk show with Adelphia TV on local cable
television.

     On August 25, 2003, Dr. Kathy Procopio, a Company director was
unanimously confirmed as Treasurer and Secretary of the Board of Directors.
Additionally, Whitney Farmer was unanimously confirmed as Chairman of the
Board of Directors.

     The Company has severed relationship with consultant Robert Buceta,
due to an undisclosed felony criminal fraud record for illicit actions
perpetrated in the State of California.  Additionally, the Company has
issued a demand letter to Mr. Buceta for the return of 150,000 shares of
common stock for breach of contract and failure to perform services.

     The Company has issued a demand letter to Action Stocks for the return
of 900,000 shares of common stock paid to Action Stocks for breach of
contract and for failure to perform services for which Action Stocks was
compensated.  The Company has severed business relationship with Action
Stocks.

     The Company has filed a formal complaint with the Suffolk County, New
York State Bar Association against Michael S. Krome, Esq. The substance of
the complaint is that Mr. Krome released common shares of the Company --
with unfulfilled performance contingencies attached   in the market during
the first and second quarters of 2003, without contractual obligations
being satisfied and in breach of his fiduciary duty to the Company.
Additionally, Mr. Krome failed to disclose to the Company his dual
representation of the Company and the  parties to whom the shares were
delivered.  It is the Company's opinion that both of these events have led
to grievous organizational damages that have necessarily required the
Company to dedicate resources for remediation.  The Company has terminated
all relationship with Mr. Krome.


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Item 6.  Exhibits and Reports on Form 8-K

     Reports on Form 8-K

     (A)  No reports on Form 8-K were filed or required to be filed during
          the quarter ended June 30, 2003.

     Exhibits.
     (A)  The following exhibits are included as part of this report:

          Exhibit 31.1        Certification of Principal Executive Officer

          Exhibit 31.2        Certification of Principal Financial Officer

          Exhibit 32.1        Certification Pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002.





















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                                 SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   Redwood Entertainment Group, Inc.

September 23, 2003                 /S/ Whitney Farmer
                                   ---------------------------------------
                                   Whitney Farmer,
                                   Principal Executive Officer and
                                   Principal Financial Officer
















































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