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
 September 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; 53,953,684 shares outstanding
                          as of December 15, 2003

                                                                      Page
                                                                     ------

PART I.  FINANCIAL INFORMATION

  Item 1.  Unaudited Consolidated Condensed Financial Statements . . . .3

     Unaudited Consolidated Condensed Balance Sheet
     as of September 30, 2003

     Unaudited Consolidated Condensed Statement of Operations
     for the three months beginning July 1, 2003 and ended
     September 30, 2003 and for the period from inception,
     August 13, 2002 to September 30, 2003

     Unaudited Consolidated Condensed Statement of
     Stockholder's Equity for the three months beginning
     July 1, 2002 and ended June 30, 2003 and for the period
     from inception, August 13, 2002 to September 30, 2003

     Unaudited Consolidated Condensed Statement of Cash Flows
     for the three months beginning July 1, 2003 and ended
     September 30, 2003 and for the period from inception,
     August 13, 2002 to September 30, 2003

     Notes to Financial Statements at September 30, 2003

  Item 2.  Management Discussion and Analysis of Financial
           Condition and Results of Operations . . . . . . . . . . . . 14

  Item 3.  Controls and Procedures . . . . . . . . . . . . . . . . . . 19

PART II.  OTHER INFORMATION

  Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . . 19

  Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . . 21

  Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . 21


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS




                     REDWOOD ENTERTAINMENT GROUP, INC.

                  (A CORPORATION IN THE DEVELOPMENT STAGE)

                              ----------------





           UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                             September 30, 2003


                     REDWOOD ENTERTAINMENT GROUP, INC.

                  (A CORPORATION IN THE DEVELOPMENT STAGE)

                             TABLE OF CONTENTS

                              ---------------


Unaudited Consolidated Condensed Financial Statements:

  Unaudited Consolidated Condensed Balance Sheet as of
     September 30, 2003  . . . . . . . . . . . . . . . . . . . . . . .F-3

  Unaudited Consolidated Condensed Statement of Operations
     for the three months and nine months ended September
     30, 2003 and 2002 and for the period from inception,
     August 13, 2002, to September 30, 2003. . . . . . . . . . . . . .F-4

  Unaudited Consolidated Condensed Statement of Stockholders'
     Deficit for the nine months ended September 30, 2003 and
     for the period from inception, August 13, 2003 to
     September 30, 2003. . . . . . . . . . . . . . . . . . . . . . . .F-5

  Unaudited Consolidated Condensed Statements of Cash Flows
     for the nine months ended September 30, 2003 and 2002 and
     for the period from inception, August 13, 2002 to September
     30, 2003. . . . . . . . . . . . . . . . . . . . . . . . . . . . .F-6

  Notes to Unaudited Consolidated Condensed Financial
     Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . .F-7



                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
               UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
                             September 30, 2003
                              ---------------
<Table>

<S>                                                            <C>

       ASSETS
       ------

Current assets:
  Cash and cash equivalents                                    $    61,313
                                                               ------------
       Total current assets                                         61,313

Acquisition costs                                                    5,000
                                                               ------------
       Total assets                                            $    66,313
                                                               ============


  LIABILITIES AND STOCKHOLDERS' EQUITY
  ------------------------------------
  Current liabilities:
     Note payable to a bank                                    $    60,000
     Note payable to a stockholder                                  49,672
     Other notes payable                                            70,000
     Accounts payable and accrued liabilities                       78,961
     Accounts payable assumed in recapitalization                  175,987
                                                               ------------
       Total current liabilities                                   434,620
                                                               ------------
Commitment and contingencies

Stockholders' deficit
  Common stock, $.001 par value, 100,000 shares
     shares authorized, 53,953,684 shares issued and
     33,953,684 shares outstanding at September 30, 2003            33,953
  Additional paid-in capital                                     2,508,217
  Losses accumulated during the development stage               (2,910,477)
                                                               ------------
       Total stockholders' equity                                 (368,307)
                                                               ------------

       Total liabilities and stockholders' equity              $    66,313
                                                               ============









</Table>

                The accompanying notes are an integral part
       of the unaudited consolidated condensed financial statements.
                                    F-3


                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
               CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
       for the nine months ended September 30, 2003 and 2002 and for
     the period from inception, August 13, 2002, to September 30, 2003
                              ---------------


<Table>
<Caption>
                                                                         Inception
                        Three Months Ended       Nine Months Ended            to
                            September 30,           September 30,       September 30,
                         2003         2002*        2003         2002*         2003
                     -----------  -----------  -----------  -----------  ------------
<S>                 <C>          <C>          <C>          <C>          <C>
Operating, general
 and administrative
 expenses, except
 consulting expense  $   52,104   $   26,194   $  183,716   $   26,194   $   260,684
Consulting expense      124,000       92,160    1,164,917       92,160     2,367,150
Cost of
 recapitalization             -      273,987            -      273,987       273,987
Interest expense          3,593            -        6,006            -         8,656
                     -----------  ----------- ------------  -----------  ------------
Net loss              $(179,697)   $(392,341) $(1,354,639)   $(392,341)  $(2,910,477)
                     ===========  =========== ============  ===========  ============


Weighted average
 shares outstanding  25,328,684   13,995,873   19,228,584   13,995,873
                     ===========  =========== ============  ===========

Net loss per common
 share               $    (0.01)  $    (0.03) $     (0.07)  $    (0.03)
                     ===========  =========== ============  ===========



*The Company did not begin operations until August 13, 2002.  Accordingly, the
amounts shown do not represent a complete three-month or nine-month period.

















</Table>
                The accompanying notes are an integral part
       of the unaudited consolidated condensed financial statements.
                                    F-4


                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
          CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
       for the nine months ended September 30, 2003 and 2002 and for
     the period from inception, August 13, 2002, to September 30, 2003
                              ---------------
<Table>
<Caption>
                                                                 Losses
                                                              Accumulated
                      Common Stock     Additional    Deferred  During the
               ----------------------    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

Recapital-
 ization on
 August 26,
 2002          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)          -   1,202,233

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
 agreements             -          -            -  1,030,917           -   1,030,917

Common stock
 issued for
 cash          10,950,000     10,950      158,050          -           -     169,000


</Table
                                 Continued
                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
          CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
       for the nine months ended September 30, 2003 and 2002 and for
     the period from inception, August 13, 2002, to September 30, 2003
                              ---------------
<Table>
<Caption>
                                                                 Losses
                                                              Accumulated
                    Common Shares      Additional   Deferred  During the
               ----------------------    Paid-In     Compen-  Development
                 Shares      Amount      Capital     sation      Stage       Total
               ----------- ----------  ----------- ---------- -----------  ----------
<S>            <C>         <C>                 <C>        <C>         <C>         <C>
Common stock
 issued in
 exchange
 consulting
 services       6,700,000      6,700      127,300          -           -     134,000

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

Common stock
 issued to
 escrow for
 Dreamcity
 acquisition   20,000,000     20,000      (20,000)         -           -           -

Net loss                -          -            -          -  (1,354,639) (1,354,639)
               ----------- ----------  ----------- ---------- -----------  ----------
Balance at
September 30,
2003           53,953,684  $  53,953   $2,488,217  $       - $(2,910,477)  $(368,307)
               =========== ==========  =========== ========= ============  ==========






</Table>





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

                                    F-5



                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
               CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
         for the nine months ended September 30, 2003 and 2002 and
             for the period from inception, August 13, 2002, to
                             September 30, 2003
                              ---------------

<Table>
<Caption>
                                                                         Inception
                                                  Nine Months Ended          to
                                                     September 30       September 30
                                                 2003          2002          2003
                                             ------------  ------------  ------------
<S>                                          <C>           <C>           <C>
Cash flows from operating activities
 Net loss                                    $(1,354,639)  $  (392,341)  $(2,910,477)
 Adjustments to reconcile net loss to net
 cash used by operating activities             1,179,917       392,341     2,685,098
                                             ------------  ------------  ------------
   Net cash provided (used) by operating
   activities                                   (174,722)            -      (225,379)

Cash flows from financing activities
 Proceeds from stockholder advance                     -             -        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              169,000         1,020       170,020
                                             ------------  ------------  ------------
   Net cash provided by financing
   activities                                    236,000         1,020       286,692
                                             ------------  ------------  ------------

Net increase (decrease) in cash and
cash equivalents                                  61,278         1,020        61,313

Cash and cash equivalents at beginning
of period                                             35             -             -
                                             ------------  ------------  ------------
Cash and cash equivalents at end of period   $    61,313   $     1,020   $    61,313
                                             ============  ============  ============















</Table>

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

                                    F-6

                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
            NOTES TO CONSOLIDATED CONDENSED 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 condensed 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
condensed 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 condensed financial statements include the accounts
of the Company and its wholly owned subsidiaries after elimination of all
significant intercompany accounts and transactions.



                                    F-7

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

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

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

     The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with accounting principles generally
accepted in the United States of America 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 accounting principles generally accepted in the United States
of America 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 September 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 $2,910,477 for the period from inception, August 13, 2002, to
September 30, 2003. Additionally, at September 30, 2003, the Company is in
a negative working capital and stockholders' deficit position of $368,307.
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. 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.

                                    F-8

<PAGE>
                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
            NOTES TO CONSOLIDATED CONDENSED 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 September 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 September 30, 2003, for federal income tax and alternative minimum
tax reporting purposes, the Company has approximately $2,800,000 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
                                    F-9
                     REDWOOD ENTERTAINMENT GROUP, INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
            NOTES TO CONSOLIDATED CONDENSED 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.

     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.


6.   DreamCity Acquisition
     ---------------------

     Subsequent to September 30, 2003, the Company completed the DreamCity
acquisition in exchange for 20,000,000 shares of common stock and certain
future payments.





















                                   F-10



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 satisfaction
of certain debts of the Company totaling approximately $65,000 from ERM.


                                     14

          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.  The Company closed on the acquisition under
modified terms during the fourth quarter of 2003.  Under the terms of the
agreement, the Company will issue to Michael Davis, the DreamCity principle
and a director of the Company, 20,000,000 (twenty million) shares of
restricted Company common stock.  Mr. Davis will receive two payments of
$100,000.  These payments will be made in the second quarter of 2004 and
2005 respectively.  Upon full funding of the Company, Mr. Davis will be
given an employee compensation package including a $125,000 annual salary
with a negotiated benefits package.  Mr. Davis will retain his title as
president of DreamCity.  The Company will dedicate recruited capital for
development funds on three (3) projects beginning in the third quarter of
2003.  Ownership interest in properties that are currently in development
with DreamCity will be transferred to the Company.  This ownership interest
excludes encumbered portions of these properties where applicable.
Intellectual properties that are developed with Company resources by Mr.
Davis and his team beginning October 27, 2003 will be solely owned by the
Company.  Finally, in the event that within one year of the date of this
agreement, DreamCity Entertainment has not generated revenue for the
Company at least equal to costs associated with this agreement, the Company
shall have the rescind this agreement and have the shares issued in
connection with this agreement returned to the Company for cancellation.

          With the consummation of the DreamCity acquisition, it is the
Company's 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.

          Given the Company's focus in the entertainment sector, the significant
administrative and accounting costs associated of 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 cancelled by the Company.  Additionally, the
Company will re-assume the debt obligations that had been 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 first quarter of 2004.

          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.


                                     15

          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 marketing  activities.

          The Company consummated its agreement with DreamCity during the third
quarter of 2003 under mutually beneficial modified terms.  Since execution
of the agreement, Dream City has been working  to launch development in
three project areas:

          1)   a line of celebrity imprint children's' books;
          2)   a graphic novel series for the inspirational market that will be
               expected to be developed across multiple platforms;
          3)   a cooking/entertaining show for television.

          Because of the expertise of the DreamCity team and their previous
demonstrable successes, the Company intends to incorporate the DreamCity
team and its associates into all agreements linked to the above projects as
having creative and executive oversight authority beginning with
development and continuing through distribution unless waived by the
DreamCity team.  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.  A fundamental aspect of the mission of the Company
is to honor and promote the craftsman through whom intellectual properties
are created.  An important part of this strategy is supporting creation
while retaining ownership whenever possible. 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.

          Hollyword! Celebrity Imprint Children's Book Series
          ---------------------------------------------------
          The Company is in discussion with mainstream publishing houses to
secure a distribution agreement on its celebrity imprint children's book
series.  This project titled "Hollyword!" is anticipated to finalize a
distribution commitment within the first quarter of 2004.  The Company has
received signed Letters of Intent from two celebrities who have committed
to the project and is awaiting receipt of additional commitments from three
other celebrities.  Release of the names of these personalities to the
market is conditioned on confirmation of a distribution commitment and is
forecasted to occur within the first quarter of 2004.

          Genesis  5 Graphic Novel Series
          -------------------------------

          The Company is developing a graphic novel series for the inspired
market that will be positioned from its inception for thorough brand
exploitation across multiple platforms.  Comics-based intellectual
properties have been providing evergreen returns within the entertainment
sector in increasing levels over the last decade.  The Company intends to
participate in this trend while  producing the highest quality content and
retaining significant ownership percentages.  Company principles are in
discussion with both specialty market and mainstream publishers to secure
distribution commitments.


                                     16

<PAGE>
          Television Series Development
          -----------------------------

          Final discussions with networks on current project concepts are
expected to be concluded no sooner than the end of the fourth quarter 2003
and no later than the end of the first quarter 2004.  The conclusion of
these discussions and deal points will be announced to the market by the
Company upon availability.

          Strategic Alliances
          -------------------

          DreamCity Entertainment is working to secure strategic alliances to
develop and produce creative properties that are compatible with the
mission of the Company.  These properties will be:

          -    high quality;
          -    principle centered;
          -    multicultural;
          -    designed from inception with inherent branding potential.

          To define the flavor of these properties and therefore create
efficient operational focus, these properties are further defined as having
the following qualities:

          -    not espousing hatred of any kind, whether it be racism, misogyny,
               ageism or any other  expression that divides us and causes people
               to hang their heads low;
          -    not pornographic;
          -    respectful  of spiritual belief, particularly avoiding
               blasphemous or disrespectful expression;
          -    not glorifying drug use, whether it be lawful or illicit;
          -    not glamorizing the occult or what are described as the dark
               arts.

          These qualities of the Company's imaginative products will allow it to
credibly serve the largest and most lucrative consumer demographic base
both domestically and internationally.  The first alliance that has been
vetted is with Bruce Walker, Founder of B&B Entertainment.  DreamCity will
develop selected television and music properties in cooperation with B&B
Entertainment.  The following are some of Mr. Walker's professional
highlights:

BRUCE WALKER
------------

Bruce Walker began his professional career in the music industry by playing
keyboards and percussion with Top 40 bands throughout Southern California.
In 1993, he was named General Manager of Motown's contemporary jazz label,
MoJAZZ, which boasted such artists as Lionel Hampton, Norman Brown, Lelah
Hathaway, Norman Connors and Wayman Tisdale.  While serving as GM of
MoJAZZ, Walker also functioned as Motown's Vice President of A&R.  He later
became Senior Vice President, overseeing the careers of Boyz II Men, Queen
Latifah, Stevie Wonder, Diana Ross, The Temptations, Johnny Gill and
others.  In 1999, he joined the urban music division of Dreamworks Records
as General Manager.  Mr. Walker left Dreamworks in 2001 to launch B&B
Entertainment, a music and television production company. Among his many
accomplishments, Walker was honored as BRE's Jazz Label Executive of the
Year in 1994.  In 1996 he named Executive Producer of the official Olympic
Jazz Album.  He has served as a Producer and Music Supervisor for Motown
and BET TV specials on Behind the Scenes at the Second Annual Awards Show;
the BET tour talent search; Dreamworks/BET The Prince of Egypt Gospel
Special; Motown/BET Norman Brown, Johnny Gill, and Eric Reed specials; as
well as Live at the NBA  All-Star Game and House of Blues specials.
                                     17


          DreamCity has also come to an agreement for joint development and
production on selected film and television projects with Andrew Horne.
Some of Mr. Horne's professional highlights are as follows:

ANDREW HORNE
------------

Andrew Horne is currently Vice President of Drama Development for Paramount
Television.  In this position, Mr. Horne is responsible for developing one-
hour dramas for network and cable.
Previous to joining Paramount Television, Mr. Horne was Vice President of
Television for Edmonds Entertainment.  In that position, Mr. Horne was
responsible for all aspects of television for the company, including
development and production.  Prior to joining Edmonds Entertainment, Mr.
Horne was Vice President of Current Programs for Warner Bros. Television.
There he oversaw the production of such series as LIVING SINGLE, FAMILY
MATTERS, LA FEMME NIKITA, SISTERS, HOW'D THEY DO THAT?, PRINCE STREET, THE
WAYANS BROS., BLESS THIS HOUSE, TIME TRAX, NEW YORK, NEWS, THE GREAT
DEFENDER AND FAMILY ALBUM.  Just before joining Warner Bros., Mr. Horne
obtained the rights to a Marvel Comic Book property entitled Blade.  He
developed and co-produced the movie BLADE, which was the 25th highest
grossing film of 1998. He also co-produced the sequel, BLADE II.  Mr. Horne
also helped to develop the two-time Emmy award winning HBO animated series
SPAWN.  Mr. Horne has also worked as a television associate for Quincy
Jones Entertainment.

          Results of Operations

          The Company is considered to be in the development stage.  As a
development stage company, Redwood has not generated revenue since its
inception through the third quarter 2003. As of September 30, 2003, the
Company had losses accumulated from all of its previous configurations
all of which were in the in the development stage but were under different
management teams   of $2,910,477 funded by paid-in capital. As of September
30, 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 as well as assign capital to projects, which have low
overhead/shorter range return horizons. As was stated previously and as per
required disclaimer, 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.



                                     18

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
September 30, 2003.

          On August 2, 2003, the Company issued 5,000,000 restricted common
shares to Cyrus Project, Inc. for $50,000 USD.  Kathy Procopio, a Company
director, is also President of Cyrus Project, Inc.  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.

          On August 2, 2003, the Company issued 1,950,000 restricted common
shares to Deborah Yuk-Shiu Chun for $40,000 USD. 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.


                                     19

          On August 2, 2003, the Company issued 1,000,000 restricted common
shares to Alexander Kum-Lum Ng for $20,000 USD. 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.

          On August 2, 2003, the Company issued 5,000,000 restricted common
shares to NCO as per contractual agreement for securing $90,000 USD of
newly recruited paid-in capital. 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.

          On September 1, 2003, the Company issued 200,000 restricted common
shares to Kathy and Mario Procopio for accrued Board compensation. 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.

          On September 1, 2003, the Company issued 100,000 restricted common
shares to Brian R. Davis for accrued Board compensation. 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.

          On September 17, 2003, the Company issued 1,150,000 restricted common
shares to Whitney Farmer for both accrued Board compensation and executive
compensation package. 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.

          On September 18, 2003, the Company issued 500,000 restricted common
shares to Alexander Kum-Lum Ng for $10,000 USD. 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.

          On September 18, 2003, the Company issued 500,000 restricted common
shares to Kieu Nhoc Lieng for $10,000 USD. 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.
                                     20
          On September 24, 2003, the Company issued 500,000 restricted common
shares to Troy Wallace for $5,000 USD. 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.

          Subsequent to quarter end, on October 27, 2003, the Company issued
20,000,000 restricted common shares to Michael Davis, a Company director,
to acquire his 100% interest in DreamCity Entertainment.  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.  No funds were received in
connection with the issuance of these shares.

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.

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 September 30, 2003.

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

      Exhibit 10.1       Agreement to Acquire DreamCity Entertainment

      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.


                                     21

                                 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.

December 23, 2003             /S/ Whitney Farmer
                              --------------------------------------------
                              Whitney Farmer, Principal Executive Officer


December 23, 2003             /S/ Whitney Farmer
                              --------------------------------------------
                              Whitney Farmer, Principal Financial Officer












































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