United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

For the Quarterly Period Ended May 31, 2002       Commission File Number:0-24075


                             NBG RADIO NETWORK, INC.
        (Exact name of small business issuer as specified in its charter)


            Nevada                                    88-0362102
  (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)


               520 SW Sixth Avenue, Suite 750

                  Portland, Oregon                                97204
      (Address of principal executive offices)                 (Zip Code)


                                 (503) 802-4624
                (Issuer's telephone number, including area code)



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


     The registrant has one class of Common Stock with 14,585,651 shares
outstanding as of July 12, 2002.

Transitional Small Business Issuer Disclosure Format (check one):Yes [ ] No [X].


<PAGE>


PART I - FINANCIAL INFORMATION
-----------------------------

Item 1.  Financial Statements
----------------------------
<TABLE>
<CAPTION>
                             NBG RADIO NETWORK, INC.
                                 BALANCE SHEETS


                                     ASSETS
                                     ------
                                                            May 31                 May 31              November 30
                                                          (Unaudited)            (Unaudited)            (Audited)
                                                      --------------------    ------------------    -------------------
                                                             2002                   2001                   2001
                                                      --------------------    ------------------    -------------------
<S>                                                   <C>                     <C>                   <C>
CURRENT ASSETS
Cash and cash equivalents                             $           136,026     $         548,832     $          321,402
Receivables:
     Accounts receivable, net of allowance for
         doubtful accounts of $60,000 in 2002
         and in 2001                                            3,360,603             4,766,069              3,945,803
     Unbilled receivable                                                -               152,865                      -
     Note receivable                                                    -               167,200                      -
     Related-party receivables                                    229,354                 5,790                219,354
     Barter exchange receivables                                        -                81,880                      -
Sales representation agreements, net of
     amortization                                                 216,805             2,243,920                402,637
Prepaid expenses and other current assets                          30,295               457,539                 31,148
                                                      --------------------    ------------------    -------------------

     Total current assets                                       3,973,083             8,424,095              4,920,344
                                                      --------------------    ------------------    -------------------

PROPERTY AND EQUIPMENT, net of
     accumulated depreciation and
     amortization                                                 155,592               170,482                197,183
GOODWILL, net of amortization                                   2,496,881               903,203              2,911,187
INTANGIBLE ASSETS, net of amortization                            669,561               160,243                957,093
OTHER ASSETS                                                      122,500                     -                137,500

                                                      --------------------    ------------------    -------------------
     Total assets                                     $         7,417,617     $       9,658,023     $        9,123,307
                                                      ====================    ==================    ===================



<PAGE>

                 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
                 ----------------------------------------------

CURRENT LIABILITIES
     Line of credit                                   $                 -     $         500,000     $                -
     Accounts payable                                           1,526,286               536,490              1,438,382
     Accrued liabilities                                          319,220                 3,216                447,531
     Barter exchange payables                                      19,243                     -                 29,339
     Sales representation agreement liabilities                 1,242,461             1,751,915              1,203,095
     Current portion of long-term debt                            600,000                     -                300,000
                                                      --------------------    ------------------    -------------------

     Total current liabilities                                  3,707,210             2,791,621              3,418,347
                                                      --------------------    ------------------    -------------------

 LONG-TERM DEBT                                                  3,844,167                     -              3,929,167

STOCKHOLDERS' (DEFICIT) EQUITY
     Preferred stock, $.001 par value,
         5,000,000 authorized and unissued                              -                     -                      -
     Common stock, $.001 par value;
         50,000,000 common shares
         authorized 14,585,651, 14,321,651,
         and 14,385,651 common shares
         issued and outstanding at May 31,
         2002, May 31, 2001, and November
         30, 2001 respectively                                     14,586                14,326                 14,386
     Additional paid-in-capital                                11,450,411             9,016,882             11,290,611
     Retained deficit                                         (11,379,495)           (1,937,266)            (9,306,807)
     Stock subscription receivable                               (219,262)             (227,540)              (222,397)
                                                      --------------------    ------------------    -------------------

     Total stockholders' (deficit) equity                       (133,760)             6,866,402              1,775,793
                                                      --------------------    ------------------    -------------------
     Total liabilities and stockholders'
         (deficit) equity                             $        7,417,617      $       9,658,023      $       9,123,307
                                                      ====================    ==================    ===================
</TABLE>

See Accompanying Notes


<PAGE>
<TABLE>
<CAPTION>
                             NBG RADIO NETWORK, INC.
                            STATEMENTS OF OPERATIONS

                                                    THREE MONTHS ENDED                      SIX MONTHS ENDED
                                               MAY 31, 2002 and MAY 31, 2001          MAY 31, 2002 and MAY 31, 2001
                                                       (Unaudited)                              (Unaudited)
                                           ------------------------------------     ---------------------------------
                                                2002                  2001               2002               2001
                                           --------------        --------------     --------------     --------------
<S>                                        <C>                   <C>                <C>                <C>
REVENUES
     Advertising income                    $   3,046,420         $   3,322,821      $   5,754,973      $   6,149,719
     Kiosk income                                147,703               432,684            489,866            522,184
                                           --------------        --------------     --------------     --------------
         Total revenues                        3,194,123             3,756,036          6,244,839          6,671,903


DIRECT COSTS                                   2,133,288             2,780,662          4,483,579          4,885,516
                                           --------------        --------------     --------------     --------------
GROSS MARGIN                                   1,060,835               975,374          1,761,260          1,786,387
                                           --------------        --------------     --------------     --------------

GENERAL AND ADMINISTRATIVE EXPENSES
     Wages and employee benefits                 518,219               921,620          1,015,614          1,547,228
     Travel and entertainment                     32,984                81,099             60,800            172,779
     Consulting and professional                 178,936               394,528            978,396            503,624
     Advertising                                   7,197                 9,198             22,314             23,107
     Depreciation and amortization               381,622               107,648            763,244            215,164
     Postage and printing                         34,443                31,355             68,433             61,666
     Rent                                         42,458                15,893             87,937             46,952
     Office supplies                              10,014                10,253             27,704             33,049
     Telephone                                    19,972                27,965             32,891             52,864
     Other expenses                               50,864                34,909            131,763            127,735
                                           --------------        --------------     --------------     --------------
         Total general and
              administrative expenses
                                               1,276,709             1,634,468          3,189,096          2,804,846
                                           --------------        --------------     --------------     --------------
Loss before provision for other expense
     and provision for income taxes
                                                (215,874)             (659,094)        (1,427,836)        (1,018,459)
                                           --------------        --------------     --------------     --------------
OTHER INCOME (EXPENSE)
     Interest income                                 480                     -              2,055              4,118
     Interest expense                           (326,700)               (4,357)          (642,359)           (20,678)
                                           --------------        --------------     --------------     --------------

Total other income (expense)                    (326,220)               (4,357)          (640,304)           (16,560)
                                           --------------        --------------     --------------     --------------

Loss before provision for income taxes          (542,094)             (663,451)        (2,068,140)        (1,014,341)
Provision for income taxes                         4,548              (125,000)             4,548                  -
                                           --------------        --------------     --------------     --------------

Net loss                                   $    (546,642)        $    (538,451)     $  (2,072,688)     $ (1,014,341)
                                           ==============        ==============     ==============     ==============



<PAGE>



Basic and diluted loss per share of
     common stock                          $       (0.04)        $       (0.04)     $       (0.14)     $       (0.08)
                                           ==============        ==============     ==============     ==============
Weighted average number of shares
     outstanding - basic and diluted
                                              14,519,651            13,897,275         14,452,316         13,500,106
                                           ==============        ==============     ==============     ==============
</TABLE>

See Accompanying Notes
<PAGE>
<TABLE>
<CAPTION>
                             NBG RADIO NETWORK, INC.
             STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY


                                                               Additional                         Stock
                                                                 Paid-In        Retained       Subscription
                                       Common Stock              Capital         Deficit        Receivable         Total
                                 --------------------------    ------------    ------------    -------------   ----------
                                   Shares         Amount
                                 -----------     ----------
<S>                              <C>             <C>           <C>             <C>             <C>              <C>
BALANCE, November 30, 2000
(audited)                        12,321,831      $  12,322     $ 6,795,719     $ (922,926)     $  (14,113)    $5,871,002
Issuance of common shares         1,351,920          1,352       1,800,568              -               -      1,801,920
Exercise of options                 577,900            578         312,458              -               -        313,036
Issuance of common shares and
     common share subscription
     for services                   134,000            134         231,866              -        (228,000)         4,000
Services provided for payment
     of subscribed shares                 -              -               -              -          19,716         19,716
Allocated value of warrants
     issued in debt financing             -              -       2,150,000              -               -      2,150,000

Net loss for the year                     -              -               -     (8,383,881)              -     (8,383,881)
                                 -----------     ----------    ------------    ------------    -------------  -----------
BALANCE November 30, 2001
(audited)                        14,385,651      $  14,386     $11,290,611    $(9,306,807)    $  (222,397)    $1,775,793
Issuance of common shares           200,000            200         159,800              -                        160,000
Service provided for payment
     of subscribed shares                 -              -               -              -           3,135          3,135
Net loss for the period                   -              -               -     (2,072,688)              -     (2,072,688)
                                 -----------     ----------    ------------    ------------    -------------  -----------

BALANCE  May 31, 2002
(unaudited)                      14,585,651      $  14,586     $11,450,411   $(11,379,495)     $ (219,262)     $(133,760)
                                 ===========     ==========    ============    ============    =============  ===========

</TABLE>

See Accompanying Notes
<PAGE>
<TABLE>
<CAPTION>
                             NBG RADIO NETWORK, INC.
                            STATEMENTS OF CASH FLOWS

                                                                        SIX MONTHS ENDED MAY 31,
                                                                             (Unaudited)
                                                                 ------------------------------------
                                                                       2002                2001
                                                                 ----------------    ----------------
<S>                                                              <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Loss                                                    $    (2,072,688)    $    (1,014,341)
     Adjustments to reconcile net loss to cash from operating
         activities:
         Depreciation and amortization                                   763,244             215,164
         Amortization of discount on long-term debt                      215,000                   -
         Sales representation contract agreement amortization            185,832             946,083
         Services provided in payment of subscribed shares                 3,135              14,573
     Changes in assets and liabilities:
         Accounts receivable                                             585,200            (852,364)
         Unbilled receivable                                                   -              42,874
         Related party receivable                                        (10,000)             76,452
         Barter exchange receivable/payable                              (10,096)                  1
         Prepaid expenses and other current assets                           853            (329,981)
         Net change in programming contract liabilities                   39,366          (1,287,812)
         Accounts payable                                                 87,904             (44,640)
         Accrued liabilities                                             (31,689)           (160,696)
                                                                 ----------------    ----------------

         Net cash from operating activities                             (180,561)         (2,394,687)
                                                                 ----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of property and equipment                                (4,815)             (6,266)
                                                                 ----------------    ----------------

         Net cash from investing activities                               (4,815)             (6,266)
                                                                 ----------------    ----------------


CASH FLOWS FROM FINANCING ACTIVITIES
     Issuance of common stock                                                  -           1,714,631
     Stock options exercised                                                   -             280,531
     Net advances on line of credit                                            -             100,000
                                                                 ----------------    ----------------
         Net cash from financing activities                                    -           2,095,162
                                                                 ----------------    ----------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                               (185,376)           (305,791)

CASH, beginning of year                                                  321,402             854,623
                                                                 ----------------    ----------------

CASH, end of year                                                $       136,026     $       548,832
                                                                 ================    ================



<PAGE>


                             NBG RADIO NETWORK, INC.
                            STATEMENTS OF CASH FLOWS

                                                                       SIX MONTHS ENDED MAY 31,
                                                                             (Unaudited)
                                                                 ------------------------------------
                                                                       2002                2001
                                                                 ----------------    ----------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for interest                                      $       642,359     $        20,678
                                                                 ================    ================

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
     FINANCING ACTIVITIES
     Capitalization of programming contract assets and
         recognition of related liabilities                      $             -     $       288,000
                                                                 ================    ================
     Issuance of common stock in payment of accrued
         expenses                                                $       160,000     $             -
                                                                 ================    ================
</TABLE>

See Accompanying Notes
<PAGE>
NOTE 1 - ORGANIZATION AND BUSINESS ACTIVITY

NBG Radio Network, Inc. ("NBG" or "the Company") was organized under the laws of
the State of Nevada on March 27, 1996,  with the name of Nostalgia  Broadcasting
Corporation.  In January 1998,  the  stockholders  approved the  Company's  name
change to NBG Radio Network, Inc. The Company creates, produces, distributes and
is a sales  representative  for national radio programs and offers other related
services to the radio  industry.  The  Company  offers  radio  programs to radio
stations in exchange for advertising  time on those stations,  which the Company
then sells to national advertisers.

In June 2001, NBG Radio Network, Inc., completed the acquisition of Glenn Fisher
Entertainment  Corporation  ("GFEC")  (see Note 5), which became a  wholly-owned
subsidiary of the Company involved in the creation, production, and distribution
of national  radio  programs.  The Company also owns and operates NBG Solutions,
Inc. a wholly owned subsidiary involved in providing design,  installation,  and
support for  interactive  kiosks.  All  significant  inter-company  accounts and
transactions  have  been  eliminated  in the  preparation  of  the  consolidated
financial statements.

NOTE 2 - PRINCIPLES OF CONSOLIDATION

The interim consolidated  financial statements include the accounts of NBG Radio
Network, Inc. and its wholly owned subsidiaries,  NBG Solutions, Inc., and GFEC,
after elimination of inter-company transactions and balances.

The  interim  financial   statements  have  been  prepared  in  accordance  with
accounting  principles  generally  accepted in the United  States of America for
interim  financial  information.  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. The financial
information  included in this  interim  report has been  prepared by  management
without audit by independent  public  accountants.  The Company's  annual report
contains  audited  financial  statements.  In the  opinion  of  management,  all
adjustments, including normal recurring accruals necessary for fair presentation
of results of operations for the interim periods included herein have been made.
The  results  of  operations  for the six  months  ended  May 31,  2002  are not
necessarily indicative of results to be anticipated for the year ending November
30, 2002.

NOTE 3 - REVENUE RECOGNITION

The  Company  recognizes  revenues  from  the  sale  of  advertising  after  the
commercial  advertisements are broadcast.  This is generally billed monthly.  If
the  Company is required to  guarantee  a certain  rating as a condition  of the
sale, then revenue is not recognized  until the  advertisement  is broadcast and
the Company has confirmed it delivered the required rating.  Revenues recognized
from the  design,  installation,  and support for  interactive  kiosks  produced
through NBG Solutions,  Inc.,  are  recognized  when the product is delivered or
services performed.

NOTE 4 - LOSS PER COMMON SHARE

Basic and diluted  loss per common share is  calculated  by dividing net loss by
the weighted average basic and diluted shares outstanding, respectively.
<PAGE>
NOTE 5 - ACQUISITION OF GLENN FISHER ENTERTAINMENT CORPORATION

On June 29,  2001,  the  Company  acquired  all of the common  stock of GFEC for
$5,280,425  and, as of the date of the  acquisition,  GFEC became a wholly owned
subsidiary of the Company.

The acquisition was accounted for as a purchase.  Accordingly, the excess of the
fair  value of assets  acquired  over  liabilities  assumed  was  recognized  as
goodwill, and is being amortized over its expected useful life of five years. In
addition,  identifiable intangible assets (sales representation contract rights)
have been  recognized  and will be  amortized  over the lives of the  underlying
assets,  which  have a  weighted  average  life  of  2.5  years.  The  following
summarizes the fair value of the assets acquired and liabilities  assumed in the
Company's purchase of GFEC.
<TABLE>
<CAPTION>
<S>                                                                           <C>
Goodwill                                                                      $   4,332,443
Identifiable intangibles (sales representation contract rights)                   1,518,688
Assets acquired                                                                     733,287
Liabilities assumed                                                                (764,239)
Non-refunded prepayments on contracts with GFEC terminated at acquisition          (539,754)
                                                                              ----------------

Total cash paid for GFEC                                                      $   5,280,425
                                                                              ================
</TABLE>
Prior to the  acquisition  transaction,  NBG and GFEC  entered  into a number of
joint business transactions.  In its transactions with NBG, GFEC sold to NBG its
rights to employment and syndication agreements with radio program personalities
or   producers   pursuant  to  sales   representation   agreements.   The  sales
representation  agreements  were  recorded by GFEC as contracts  receivable  and
deferred revenues when the determinable amount of noncancellable agreements were
identified.  In its  transactions  with GFEC, NBG recognized its  liabilities to
GFEC in accordance with the acquired sales representation  agreements. The costs
of the sales representation agreements were deferred by NBG until such time that
they were matched with related programming revenues.

At the time of  acquisition,  the  contracts  receivable  and  deferred  revenue
balances recognized by GFEC and the unamortized sales  representation  agreement
costs of $1,653,228  and contract  liabilities  of $1,113,474  recognized by the
Company were eliminated for consolidation purposes, resulting in the recognition
of an additional $539,754 in goodwill. Accordingly, the total amount of goodwill
recognized by the Company in its acquisition of GFEC was $4,332,443.

As part of the acquisition by NBG, Glenn Fisher,  the former  president and sole
shareholder of GFEC,  entered into a three-year  consulting  agreement with NBG.
Terms of the consulting  agreement  provided for monthly  payments of $16,667 to
Mr. Fisher for the three-year  period covered by the agreement.  The Company and
Mr.  Fisher  agreed to terminate Mr.  Fisher's  consulting  agreement on June 1,
2002.

The following pro forma condensed financial  information has been prepared using
the  purchase  method of  accounting  and is based on the  historical  financial
statements of the Company and GFEC assuming the  acquisition  had been concluded
at the beginning of the periods  presented.  The pro forma  condensed  financial
information  combines  GFEC's  statements of operations for the six months ended
June 30,  2001,  with the  statement  of  operations  of the Company for the six
months  ended May 31,  2001,  and GFEC's year ended  December  31, 2001 with the
statement  of  operations  of the Company for the year ended  November 30, 2001.
Certain  amounts  in the  historical  financial  statements  of GFEC  have  been
reclassified and adjusted to conform with the

<PAGE>
Company's historical financial presentation. All inter-company transactions have
been eliminated.
<TABLE>
<CAPTION>
                               Six Months Ended May 31,                    Years Ended November 30,
                        ----------------------------------------   ------------------------------------------
                              2001                 2001                   2001                   2001
                           Historical            Pro Forma             Historical             Pro Forma
                        -----------------   --------------------   --------------------   -------------------
<S>                     <C>                 <C>                    <C>                    <C>
Revenues                $      6,671,903    $         6,696,128    $        13,546,176    $       13,570,401
Net loss                $    (1,014,341)    $       (2,665,103)    $       (8,383,881)    $     (10,469,355)
Net loss per share
     (diluted)          $         (0.08)    $            (0.20)    $           (0.60)     $           (0.75)
                        -----------------   --------------------   --------------------   -------------------
</TABLE>

NOTE 6  -- ABILITY TO CONTINUE AS A GOING CONCERN

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the normal  course of business.  However,  the Company  incurred
significant  losses in 2001,  the first two  quarters of 2002,  and had incurred
additional  losses in other years since its  inception in 1996 such that,  as of
May 31, 2002,  the Company had recorded an accumulated  deficit of  $11,379,495.
Furthermore,  the Company is subject to several restrictive borrowing covenants,
which  are  contained  in  its  Credit  Facility   Agreement  with  MCG  Finance
Corporation  ("MCG")  dated June 29, 2001. If it is unable to meet the borrowing
covenants on the  predetermined  measurement  dates,  repayment of the Company's
outstanding indebtedness to MCG may be accelerated and the Company may be unable
to meet the accelerated repayment requirements.

In  addition  to the  benefit  that a national  economic  recovery  will have in
improving its sales revenues, the Company is seeking to increase income and cash
flow by also  increasing  sales to  existing  customers  and  through  sales and
marketing  efforts to new customers.  In addition,  the Company has successfully
negotiated  with selected  creditors  more favorable  repayment  terms that will
assist in  maintaining  appropriate  levels of cash  flow to  sustain  operating
activities.

However, the Company's ability to operate as a going concern is dependent on its
ability to regain and sustain  profitable  operations;  to comply with  existing
debt covenants; and, to generate sufficient cash flow from operations to meet it
obligations  as they  become  payable.  Although  no  assurances  can be  given,
management  believes that the Company will be able to continue  operations  into
the  future.  Accordingly,  no  adjustment  has  been  made to the  accompanying
consolidated  financial statements in anticipation of the Company not being able
to continue as a going concern.












<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
-----------------------------------------------------------------

Forward Looking Statements
--------------------------

         The  information  set forth  below  relating  to  matters  that are not
historical facts are "forward looking  statements" within the meaning of Section
21E of the Securities  Exchange Act of 1934 and involve risks and  uncertainties
which could cause actual results to differ  materially  from those  contained in
such forward looking statements.  Such risks and uncertainties  include, but are
not limited to, the following:

o    A decline in national and regional advertising

o    Preference  by customers of other forms of  advertising  such as newspapers
     and magazines, outdoor advertising,  network radio advertising, yellow page
     directories and point of sale advertising

o    Loss of executive management personnel

o    Ability to maintain and establish new relations  with radio stations to air
     its programs

o    Ability to maintain relationships with program hosts and ability to attract
     new program hosts

o    Ability to predict public taste with respect to entertainment programs

Three Months and Six Months Ended May 31, 2002 and 2001
-------------------------------------------------------

      Reference is made to Item 6, "Management's Discussion and Analysis or Plan
of  Operation"  included in the  Company's  annual report on Form 10-KSB for the
year ended  November  30,  2001,  as amended,  on file with the  Securities  and
Exchange  Commission.  The  following  discussion  and analysis  pertains to the
Company's  results of  operations  for the three and six month periods ended May
31,  2002,  compared  to the results of  operations  for the three and six month
periods ended May 31, 2001, and to changes in the Company's  financial condition
from November 30, 2001 to May 31, 2002.

      REVENUES.  Total  revenues  for the three  months  ended May 31, 2002 were
$3,194,123  compared  to  revenues  of  $3,756,036  for the same period in 2001,
representing  a decrease of  $561,913,  or 15%. For the six months ended May 31,
2002, total revenues were $6,244,839  representing a decrease of $427,064, or 6%
compared  to the  same  period  in  2001.  Revenues  generated  from the sale of
advertising  time  related  to  radio  programs  produced  by the  Company  were
$3,204,902 for the six-month period ending May 31, 2002. Revenues generated from
the  sale  of  advertising  related  to  sales  representation   contracts  were
$2,550,071  for the six months  ending May 31, 2002.  The  Company's  decline in
revenue  resulted  from three  factors.  First,  advertising  rates have  fallen
significantly  in 2002  compared  to the  rates  seen in the  first  and  second
quarters in 2001.  Second,  in 2001 the Company  cancelled  three  programs that
failed to maintain adequate  ratings.  In 2002, the Company has not developed or
otherwise  acquired new programs to fill the  inventory  lost as a result of the
cancellation  of these  programs.  As a result,  the Company had less  inventory
available  for sale in 2002  compared  to 2001.  Finally,  the  Company's  kiosk
subsidiary's  total sales decreased from $432,684 for the three months ended May
31, 2001 to $147,703 for the three  months  ended May 31, 2002.  The main reason
for this was the lack of  development  of new clients and a reduction  in orders
from current clients.

      DIRECT  COSTS.  Direct  costs for the three  months ended May 31, 2002 and
2001 were  $2,133,288 and $2,780,662,  respectively,  representing a decrease of
$647,374,  or 23%. For the six months ended May 31, 2002 direct costs  decreased
$401,937,  or 8%  compared  to  the  same

<PAGE>
period last year. Several factors  contributed to the reduction in the Company's
direct costs. First, most of the Company's agreements with its hosts and program
producers  are  structured  to  compensate  the  host or  producers  based  on a
percentage of revenue  generated from the respective  program.  As the Company's
revenues  declined  as a result  of the drop in  advertising  rates,  so did its
obligations  to  compensate  its  hosts  and  producers.   Second,  the  Company
renegotiated  the  contracts  with several of its hosts and producers to reflect
the depressed  economic  conditions in the radio industry.  In most cases, these
hosts or producers agreed to switch from a guaranteed payment to a payment based
on a percentage of the program's  revenues.  Third,  in response to the economic
conditions in the industry, the Company cut its program productions costs on the
programs  that it produces  internally.  The  combination  of these factors have
allowed the Company to control its costs in declining economic conditions.

      GROSS  MARGIN.  Gross  margin for the three  months ended May 31, 2002 was
$1,060,835, an increase of $85,461, or 9%, compared to the same period 2001. For
the six months ended May 31, 2002 gross margin decreased $25,127, or 1% compared
to the same  period  last  year.  The  Company's  gross  margin  was hurt by the
difficult  economic  conditions in the radio  industry.  Advertising  rates have
fallen significantly since last year. The Company was able to offset much of the
decrease in advertising  rates by  renegotiating  its contracts with its program
hosts and producers.  The renegotiated  contracts have significantly reduced the
amount of guaranteed payments by the Company.

      GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative expenses
for the three months ended May 31, 2002 was $1,276,709,  representing a decrease
of $357,759, or 22% over the same period in 2001. The decrease resulted from:

      (1)   a reduction in staff size,

      (2)   pay cuts for all remaining employees,

      (3)   reductions in the budgets for travel and entertainment, and

      (4)   a reduction in the Company's investor relations campaign.

      A portion of these savings were offset by an increase in depreciation  and
amortization expenses resulting from amortization of assets acquired in the GFEC
acquisition.  For the six months ended May 31, 2002  general and  administrative
expenses  were  $3,189,096  representing  an increase of  $384,250,  or 13%. The
increase  resulted from fees paid to the Company's lender which were recorded in
the  first  quarter  of the 2002  fiscal  year and  increased  depreciation  and
amortization expenses. The lender fees included a $200,000 amendment fee charged
to amend the covenants in the Company's Credit Facility Agreement and a $400,000
advisory fee paid to the Company's lender. Depreciation and amortization expense
increased $548,080 primarily due to an increase in amortization expense from the
acquisition of GFEC on June 29, 2001.

      OTHER INCOME  (EXPENSES).  In the three months ending on May 30, 2002, the
Company  included  $326,220 in other expenses,  which were primarily a result of
interest  payments  made to the  Company's  lender  under  its  Credit  Facility
Agreement.

      INCOME TAXES.  In the second  quarter of 2002,  the Company paid $4,548 in
estimated  taxes due resulting  from the GFEC  acquisition in 2001. For the same
period in 2001 the Company received a refund of $125,000.
<PAGE>
      NET LOSS AND EARNINGS  PER SHARE.  Net loss for the three months ended May
31, 2002 was  $546,642,  or $.04 per share.  Net loss for the three months ended
May 31, 2001 was $538,451,  or $.04 per share.  For the six months ended May 31,
2002 and May 31, 2001, net loss was $2,072,688 and $1,014,341 respectively.  The
loss for 2002 was due to the  reduction of  advertising  rates  arising from the
current economic  conditions,  to the increase in  non-recurring  consulting and
professional fees of $600,000,  and to $548,080 in depreciation and amortization
expense  primarily due to the increase in  amortization  from the acquisition of
GFEC on June 29, 2001.

      Basic and dilutive earnings per share are based upon a weighted average of
14,452,316 and 13,500,106  shares  outstanding on May 31, 2002 and May 31, 2001,
respectively.

Liquidity and Capital Resources
-------------------------------

      Historically,  the Company has financed its cash flow requirements through
cash flows  generated from  operations and financing  activities.  The Company's
working  capital at May 31, 2002 was $265,873  compared to $5.63  million at May
31, 2001. The decrease in working capital was due to:

      (1)   the elimination of sales representation contracts as a result of the
            GFEC acquisition on June 29, 2001,

      (2)   the reduction of accounts receivable due to lower advertising rates,
            and

      (3)   an increase in accounts  payable,  and the debt the Company incurred
            to finance the GFEC acquisition.

      The Company has renegotiated the payment terms with several of its vendors
allowing for repayment of its accounts over the course of the next twelve months
with  little or no  interest.  In  addition,  $600,000  or 39% of the  Company's
accounts  payable are  attributable  to the lender's  amendment fee and advisory
fee. These fees become payable if the Company closes a corporate  development or
financing  transaction,  such as a merger or  acquisition,  before  November 30,
2002.  If the Company does not close on such a transaction  before  November 30,
2002,  then the Company is required to make a payment to its lender equal to the
lesser of 25% of (1) the amount of the fees, or (2) its excess cash flow for the
trailing  twelve-month  period ending November 30, 2002. If the Company does not
generate sufficient cash flows to pay the lender the entire amount of fees owed,
then the  remaining  balance  of the fees owed will be added to the  outstanding
principal balance of the Company's credit facility.

      In January 2001 the Company completed a private placement of 547,000 units
at $1.00 per  unit.  Each unit  consisted  of one share of common  stock and one
warrant to purchase  one share of common  stock,  exercisable  immediately.  The
warrants are  exercisable  for $1.50 and expire on January 19, 2003. The Company
received proceeds of $547,000 from the private placement.


      In March of 2001,  the Company  completed  another  private  placement  of
204,920  units at $1.00 per unit.  Each  unit  consisted  of one share of common
stock  and one  warrant  to  purchase  one share of  common  stock,  exercisable
beginning  September 5, 2001. The warrants are  exercisable for $1.50 and expire
on March 5, 2003.  The Company  received  proceeds of $204,920  from the private
placement.
<PAGE>
      In March of 2001,  the Company  completed  another  private  placement  of
600,000  units at $1.75 per unit.  Each  unit  consisted  of one share of common
stock  and one  warrant  to  purchase  one  share of  common  stock  exercisable
immediately.  The  warrants  are  exercisable  for $2.00 and expire on March 31,
2003. The Company received $1,050,000 from the private placement.

         On June 29, 2001,  the Company  acquired  GFEC for  approximately  $5.3
million in cash.  The  acquisition  was financed  through a $6.2 million  credit
facility with MCG Finance Corporation  ("MCG").  The credit facility was amended
on February 28, 2002 and  subsequently  on July 19, 2002. The surplus funds from
the credit  facility were used to retire the  Company's  $500,000 line of credit
with Western Bank, pay various fees and costs  associated with the  acquisition,
and increase the Company's  working  capital.  The credit facility is secured by
all of the Company's assets,  including its intellectual  property and the stock
of its  subsidiaries.  The  credit  facility  is  structured  to  allow  for the
possibility of an additional $10 million in future financing.  The interest rate
on the amounts  outstanding under the credit facility is comprised of two parts;
a deferred fixed rate of 3.0% and a variable rate. On May 31, 2002, the variable
interest  rate equaled  10.03% per annum.  The variable  portion of the interest
rate  is due  quarterly  while  the  deferred  fixed  portion  is due  upon  the
termination of the credit facility.  The credit facility terminates in June 2006
unless prepaid earlier by the Company.

         The terms of the credit  facility  require  the  Company to comply with
several  affirmative and negative  covenants.  These covenants  include interest
coverage  ratios,  total charge  coverage  ratios,  cash flow  leverage  ratios,
maximum  programming  obligations  and  affiliate  stations  expenses,   minimum
adjusted operating cash flow, maximum capital expenditures,  restrictions on the
issuance of equity  instruments  or  additional  indebtedness,  as well as other
elements.  These covenants are typically  measured on a quarterly  basis. On May
31, 2002,  the Company failed to meet the minimum  adjusted  operating cash flow
covenant and the minimum adjusted operating cash flow covenant. MCG waived these
covenant   violations  and  modified  one  of  the  Company's   future  covenant
requirements  without  charge  (except  for  a  $500  documentation  fee)  in an
agreement dated July 19, 2002.  Accordingly,  because a waiver has been obtained
for existing covenant violations and management's analysis indicates the Company
should be in compliance at future  measurement  dates, the long-term  portion of
the Company's credit facility  remains  classified as long-term in the Company's
consolidated  balance  sheets dated May 31, 2002.  If the Company is not able to
meet the future covenants on the predetermined measurement dates, the lender may
refuse to grant a waiver and could  accelerate  the entire balance of the credit
facility.

         In addition to the financial covenants, the credit facility also places
restrictions  on  the  Company's  ability  to  issue  equity  instruments,   pay
dividends,  repurchase its stock, and incur indebtedness. The terms of an Option
and Warrant  Agreement  between  the  Company  and MCG provide MCG with  certain
antidilution  provisions,  which may further complicate the Company's ability to
issue additional equity securities in the future.

         As part of the  consideration  for the  credit  facility,  the  Company
issued an option to acquire  warrants to purchase shares of common stock to MCG.
To exercise the option to acquire  warrants,  MCG must agree to forgo collection
of one-half of the fixed portion of the interest rate. The option is exercisable
immediately and will expire upon the termination of the credit facility.  If the
option to acquire  warrants is exercised,  MCG will receive  warrants to acquire
4,850,235  shares of the  Company's  common  stock.  The  warrants  provide that
4,084,408 of these common  shares may be acquired at an exercise  price of $1.20
per share and the remaining 765,827 common shares may be acquired at an exercise
price of $3.00 per share. The warrants become  immediately  exercisable and will
expire on June 30, 2011.
<PAGE>
         Despite the  unfavorable  operating  results for 2001 and the first two
quarters of 2002,  management  believes  that its  operating  cash flows will be
sufficient to meet its prospective needs for working capital for the next twelve
months.  However, if the Company does not perform as management expects, then it
may become  necessary to seek  additional or  alternative  sources of financing.
There  is no  assurance  that the  Company  will be able to  locate a source  of
financing willing to offer terms satisfactory to the Company.  In addition,  the
Company's  indebtedness  presents  other  risks  to  investors,   including  the
possibility  that the Company may be unable to generate cash  sufficient to make
the principal and interest payments when due or comply with financial covenants.
Should  the  Company  fail to make  such a payment  or fail to  comply  with the
financial  covenants,  then the entire balance of the Company's  credit facility
may become due and  immediately  payable.  These  actions  would  likely  have a
material adverse effect on the Company.

Recently Issued Accounting Standards
------------------------------------

         In April 2002, the Financial  Accounting  Standards Board (FASB) issued
SFAS No. 145,  "Rescission of FASB  Statements  No. 4, 44, and 64,  Amendment of
FASB Statement No. 13, and Technical  Corrections." This Statement rescinds FASB
Statement No. 4, "Reporting Gains and Losses from  Extinguishment  of Debt," and
an amendment of that Statement,  FASB Statement No. 64, "Extinguishments of Debt
Made to Satisfy  Sinking-Fund  Requirements."  This Statement also rescinds FASB
Statement No. 44,  "Accounting  for Intangible  Assets of Motor  Carriers." This
Statement amends FASB Statement No. 13, "Accounting for Leases," to eliminate an
inconsistency  between the required  accounting for sale-leaseback  transactions
and the required  accounting for certain lease  modifications that have economic
effects that are similar to  sale-leaseback  transactions.  This  Statement also
amends other existing  authoritative  pronouncements  to make various  technical
corrections,  clarify meanings,  or describe their  applicability  under changed
conditions. The Company's management does not expect that the application of the
provisions  of this  statement  will have a  material  impact  on the  Company's
consolidated financial statements.

         In August  2001,  the FASB  issued SFAS No.  144,  "Accounting  for the
Impairment  or  Disposal  of  Long-Lived  Assets."  SFAS No. 144  clarifies  the
accounting for the impairment of long-lived  assets and for long-lived assets to
be disposed of,  including the disposal of business  segments and major lines of
business. SFAS No. 144 will be effective for the Company in the first quarter of
the fiscal year end November 30, 2002. The Company's  management does not expect
that the  application  of the  provisions of this statement will have a material
impact on the Company's consolidated financial statements.

         In July 2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
Retirement Obligations." SFAS No. 143 addresses the accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs.  SFAS No.  143 will be  effective  for the
Company in the first quarter of 2002. The Company's  management  does not expect
that the  application  of the  provisions of this statement will have a material
impact on the Company's consolidated financial statements.

         In  July  2001,   the  FASB  also  issued   SFAS  No.  141,   "Business
Combinations,"  and No.  142,  "Goodwill  and Other  Intangible  Assets."  These
standards  change the  accounting  for  business  combinations  by,  among other
things,  prohibiting the prospective use of pooling-of-interests  accounting and
requiring  companies to cease amortizing  goodwill and certain intangible assets
with an indefinite  useful life created by business  combinations  accounted for
using the purchase method of accounting. Instead, goodwill and intangible assets
deemed to have an indefinite useful life will be subject to an annual review for
impairment.  Implementation  of SFAS No. 141 had no

<PAGE>
effect on the Company's 2001 and 2000 consolidated financial statements. The new
standards of SFAS No. 142 will be effective for the Company in the first quarter
of the fiscal year ending November 30, 2003.

         On December  1, 2002,  the Company  will no longer  amortize  goodwill.
Based on the current recorded balance of goodwill,  this accounting  change will
reduce annual  amortization  expense by  approximately  $829,000.  The impact of
ceasing to record  goodwill  amortization  will be an increase in the  Company's
annual net income, after taxes, of approximately $557,000.

         Goodwill will,  however,  be subject to an annual review for impairment
upon  adoption  of SFAS No. 142.  The  Company is in the process of  determining
whether  any  such  impairment  would  be  required  upon  adoption  of the  new
accounting  standard.  If the  Company  concludes  that a  charge  for  goodwill
impairment is necessary,  such a charge would be reported as a cumulative effect
of an accounting change.

PART II - OTHER INFORMATION
---------------------------

Item 1. Exhibits and Reports on Form 8-K
----------------------------------------

(a)      The following exhibit is attached:

         10.1     Waiver and Amendment Number Two to Credit Facility Agreement
                  dated July 19, 2002.

(b)      No reports on form 8-K were  required to be filed  during the quarter
         ended May 31, 2002.































<PAGE>

                                   SIGNATURES
                                   ----------

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                               NBG RADIO NETWORK, INC.,
                               a Nevada corporation

Date:  July 19, 2002           By:  /s/ John J. Brumfield
                                  ------------------------------------------
                                    John J. Brumfield, Chief Financial Officer
                                    Vice President, Finance
                                    (Principal Financial and Accounting Officer)