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, 1999     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 of             (I.R.S. Employer Identification No.)
  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  10,840,700  shares
outstanding as of July 12, 1999.


     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.
                                                                    (formerly Nostalgia Broadcasting Corporation)
                                                                                                   BALANCE SHEETS


         ASSETS
         ------
                                                                            May, 31                  November 30
                                                                          (Unaudited)
                                                                -------------------------------------------------
                                                                 1999                  1998                1998
                                                                -------------     -------------     -------------

CURRENT ASSETS
<S>                                                                <C>               <C>               <C>
  Cash and cash equivalents                                        $ 956,843         $ 136,014         1,855,666
  Barter exchange receivables                                        223,108                 -           241,678
  Accounts receivable, net of allowance for
     doubtful accounts of $1,200 in 1999 and 1998                    993,152           984,484         1,175,330
  Loan receivable                                                     55,733                 -                 -
  Related-party receivable                                            14,462            16,840            14,462
  Deferred tax asset                                                       -               468                 -
                                                                -------------     -------------     -------------

           Total current assets                                    2,243,298         1,137,806         3,287,136
                                                                -------------     -------------     -------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation              182,350            97,397           136,171

DEPOSITS                                                               3,050             3,250             3,250
PROGRAMMING RIGHTS, net of amortization                              748,750                 -                 -

COVENANT NOT TO COMPETE, net of amortization                         705,069                 -                 -

GOODWILL, net of amortization                                      1,184,409           625,249           587,750
                                                                -------------     -------------     -------------
          Total assets                                          $  5,066,926        $1,863,702        $4,014,307
                                                                =============     =============     =============
</TABLE>

                                       2

<PAGE>
<TABLE>
<CAPTION>
         LIABILITIES AND STOCKHOLDERS'
         -----------------------------
         EQUITY
         ------

CURRENT LIABILITIES
<S>                                                              <C>                 <C>                 <C>
  Accounts payable                                               $   191,305         $ 153,356           176,202
  Accrued liabilities                                                  4,146            46,819            67,886
  Program contracts payable                                          699,354                 -                 -
  Barter exchange payables                                                 -            93,632                 -
  Current portion of long-term debt                                    3,036           205,079           245,248
                                                                -------------     -------------     -------------

          Total current liabilities                                  897,841           498,886           489,336
                                                                -------------     -------------     -------------

OTHER LIABILITIES
  Long-term debt, net of current portion                                   -           387,808           240,000
  Deferred income tax liability                                        9,789            10,327             9,789
                                                                -------------     -------------     -------------

          Total other liabilities                                      9,789           398,135           249,789
                                                                -------------     -------------     -------------

STOCKHOLDERS' EQUITY
  Common stock, $.001 par value; 20,000,000 shares authorized;
    10,840,700 and 1,705,094 shares issued and outstanding at
    May 31, 1999 and 1998, respectively                              10,840              1,705            10,490
  Additional paid-in-capital                                       5,196,862           952,668         3,930,212
  Retained deficit                                                 (874,517)            60,015          (484,763)
  Stock subscription receivable                                    (173,889)           (47,707)         (180,757)
                                                                -------------     -------------     -------------

          Total stockholders' equity                               4,159,296           966,681         3,275,182
                                                                -------------     -------------     -------------

          Total liabilities and stockholders' equity            $  5,066,926        $1,863,702        $4,014,307
                                                                =============     =============     =============
</TABLE>



See Accompanying Notes



                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                                                          NBG RADIO NETWORK, INC.
                                                                    (formerly Nostalgia Broadcasting Corporation)
                                                                                         STATEMENTS OF OPERATIONS

                                                          THREE MONTHS ENDED               SIX MONTHS ENDED
                                                          MAY 31  (Unaudited)             MAY 31  (Unaudited)
                                                      -----------------------------------------------------------
                                                          1999           1998             1999           1998
                                                      ------------   ------------     ------------   ------------

REVENUES
<S>                                                   <C>            <C>              <C>            <C>
  Advertising income                                  $   776,668    $   931,707      $   927,212    $ 1,363,042
  Kiosk income                                            121,480              -          184,345              -
  Interest income                                           1,237          1,814           10,275          3,458
                                                      ------------   ------------     ------------   ------------
          Total revenues                                  899,385        933,521        1,121,832      1,366,500

DIRECT COSTS                                               69,886        265,163           76,533        297,473
COST OF GOODS SOLD                                         98,025              -          131,907              -
                                                      ------------   ------------     ------------   ------------
GROSS MARGIN                                              731,474        668,358          913,392      1,069,027
                                                      ------------   ------------     ------------   ------------

GENERAL AND ADMINISTRATIVE EXPENSES
  Wages and employee benefits                             237,323        113,714          398,965        225,706
  Talent fees                                              90,466         52,112          146,171         85,267
  Travel and entertainment                                 45,448         16,778           80,008         40,109
  Consulting and professional                              72,000         23,002          158,451         33,798
  Advertising                                              20,793         18,007           34,397         39,802
  Depreciation and amortization                            57,097         22,250           94,262         46,178
  Postage and printing                                     31,909         22,225           55,394         44,387
  Rent                                                     17,965          8,508           36,113         24,308
  Interest                                                  1,289          4,897            1,651         13,093
  Office supplies                                          32,814          5,189           39,738         11,849
  Telephone                                                21,460          5,478           35,288          9,521
  Other expenses                                          162,089         99,953          222,708        149,254
                                                      ------------   ------------     ------------   ------------
          Total general and administrative expenses       790,653        392,113        1,303,146        723,272
                                                      ------------   ------------     ------------   ------------
Net income (loss) before provision for income taxes       (59,179)       276,245         (389,754)       345,755

Provision for income taxes                                      -              -                -              -
                                                      ------------   ------------     ------------   ------------

Net income (loss)                                     $   (59,179)   $   276,245      $  (389,754)   $   345,755
                                                      ============   ============     ============   ============

Basic loss per share of common stock                  $     (0.01)   $      0.05      $     (0.03)   $      0.08
                                                      ============   ============     ============   ============
Weighted average number of shares outstanding          10,840,700      4,947,867       10,724,033      4,157,931
                                                      ============   ============     ============   ============

</TABLE>
See Accompanying Notes




                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                                                                NBG RADIO NETWORK, INC.
                                                                          (formerly Nostalgia Broadcasting Corporation)
                                                                                     STATEMENTS OF STOCKHOLDERS' EQUITY
                                                                                                            (Unaudited)

                                                                                                STOCK
                                                               ADDITIONAL      RETAINED        SUBSCRIP-
                                       COMMON STOCK             PAID-IN         DEFICIT          TION            TOTAL
                                                                CAPITAL                       RECEIVABLE
                                -------------------------   -------------   ------------   --------------   -----------
                                  SHARES       AMOUNT
                                -----------  ------------
<S>                             <C>            <C>           <C>            <C>             <C>             <C>
BALANCE, November 30, 1997       1,110,000         1,110         493,363      (285,740)                -        208,733

Issuance of common shares for      232,250           232         337,968              -        (180,757)        157,443
  services
Issuance of common shares for      220,220           220         120,020              -                -        120,240
  cancellation of notes payable
Private placement of common        750,000           750       1,999,250              -                -      2,000,000
  stock
Exercise of options and          1,184,430         1,184         986,605              -                -        987,789
  warrants
3 for 1 stock split              6,993,800         6,994         (6,994)              -                -              -
Net loss for the year                    -             -               -      (199,023)                -      (199,023)
                                -----------  ------------   -------------   ------------   --------------   ------------
BALANCE, November 30, 1998      10,490,700     $  10,490     $ 3,930,212    $ (484,763)     $  (180,757)     $3,275,182

Issuance of common shares for      350,000           350       1,266,650      (389,754)            6,868        884,114
  acquisition
                                -----------  ------------   -------------   ------------   --------------   ------------
BALANCE, May 31, 1999           10,840,700     $  10,840     $ 5,196,862     $(874,517)     $  (173,889)    $ 4,159,296
                                ===========  ============   =============   ============   ==============   ============
</TABLE>



See Accompanying Notes



















                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                                              NBG RADIO NETWORK, INC.
                                                        (formerly Nostalgia Broadcasting Corporation)
                                                                             STATEMENTS OF CASH FLOWS

                                                                          SIX MONTHS ENDED MAY 31
                                                                                 (Unaudited)
                                                                        -----------------------------
                                                                             1999            1998
                                                                        -------------   -------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                     <C>             <C>
  Net Income or (Loss)                                                  $   (389,754)   $    345,755
  Adjustments to reconcile net loss to cash from operating activities:
     Depreciation and amortization                                            94,262          46,178
     Common stock shares issued for services                                       -          50,000
  Changes in assets and liabilities:
     Barter exchange receivables                                              18,570          93,632
     Accounts receivable                                                     182,178        (770,599)
     Related-party receivables                                                     -          (2,500)
     Loan receivable                                                        (55,733)               -
     Stock subscription receivable                                             6,868         (47,707)
     Deposits                                                                    200          (3,250)
     Accounts Payable                                                         15,103           9,214
     Program contracts payable                                               699,354               -
     Accrued liabilities                                                     (63,740)        (61,593)
                                                                        -------------   -------------

          Net cash from operating activities                                 507,308        (340,870)
                                                                        -------------   -------------


CASH FLOWS FROM INVESTING ACTIVITIES
  Issuance of common stock                                              $  1,267,000    $    389,640
  Goodwill from subsidiary acquisition                                      (656,027)         14,442
  Covenant not to compete from subsidiary acquisition                       (721,093)              -
  Acquisition of programming rights                                         (748,750)              -
  Acquisition of property and equipment                                      (65,049)        (13,797)
                                                                        -------------   -------------

          Net cash from investing activities                                (923,919)        390,285
                                                                        -------------   -------------


CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock for long-term debt                                      -          20,260
  Payments on long-term debt                                                (482,212)        (46,354)
                                                                        -------------   -------------

          Net cash from financing activities                                (482,212)        (26,094)
                                                                        -------------   -------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                                                            (898,823)         23,321
CASH, beginning of year                                                    1,855,666         112,693
                                                                        -------------   -------------

CASH, end of year                                                       $    956,843    $    136,014
                                                                        =============   =============
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                                              NBG RADIO NETWORK, INC.
                                                        (formerly Nostalgia Broadcasting Corporation)
                                                                             STATEMENTS OF CASH FLOWS

                                                                           SIX MONTHS ENDED MAY 31
                                                                                 (Unaudited)
                                                                        -----------------------------
                                                                             1999            1998
                                                                        -------------   -------------

<S>                                                                     <C>             <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for interest                                             $      1,651    $     13,093
                                                                        =============   =============
     Cash paid for income taxes                                         $        -      $         -
                                                                        =============   =============

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
     Issuance of common stock for subsidiary acquisition                $  1,267,000    $          -
                                                                        =============   =============
     Issuance of common stock for services, net of stock subscription
       receivable                                                       $     22,553    $          -
                                                                        =============   =============

</TABLE>


See Accompanying Notes



















                                       7

<PAGE>
                                                         NBG RADIO NETWORK, INC.
                                   (formerly Nostalgia Broadcasting Corporation)
                                           NOTES TO INTERIM FINANCIAL STATEMENTS
                                                                     (Unaudited)


NOTE 1       -  ORGANIZATION AND BUSINESS ACTIVITY

             Nostalgia Broadcasting Corporation) was organized under the laws of
             the  State  of  Nevada  on  March  27,  1996.   In  January   1998,
             shareholders  of Nostalgia  Broadcasting  Corporation  approved its
             name change to NBG Radio Network,  Inc. (the Company).  The Company
             is  involved  in the  acquisition,  creation,  and  syndication  of
             national  radio  programming.   Substantially  all  operations  are
             conducted from the Company's headquarters in Portland, Oregon.

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 NBG Travel Exclusives,  Inc., after elimination
             of intercompany transactions and balances.

             The interim  financial  statements have been prepared in accordance
             with generally accepted accounting principles for interim financial
             information.   Accordingly,   they  do  not   include  all  of  the
             information and footnotes required by generally accepted accounting
             principles  for  complete  financial   statements.   The  financial
             information  included in this interim  report has been  prepared by
             management  without audit by independent  public accountants who do
             not express an opinion  thereon.  The Company's  annual report will
             contain 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, 1999 are not  necessarily  indicative  of
             results to be  anticipated  for the year ending  November 30, 1999.
             Certain  amounts for 1998 have been  restated  to conform  with the
             1999 presentation.

NOTE 3       -  EARNINGS PER COMMON SHARE

             Earnings per common share is  calculated  by dividing net income by
             the weighted  average shares  outstanding.  Weighted average shares
             outstanding  consists of common shares outstanding and common stock
             equivalents attributable to outstanding stock options and warrants.

             The weighted average number of shares and common share  equivalents
             have been adjusted to give retroactive  effect to the 3 for 1 stock
             split in July 1998.




                                       8
<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

o        Ability to predict public taste with respect to entertainment programs

Three Month and Six Month Periods Ended May 31, 1999 and 1998
-------------------------------------------------------------

      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,  1998,  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-month and six-month periods ended
May 31, 1999,  compared to the results of  operations  for the  three-month  and
six-month periods ended May 31, 1998, and to changes in the Company's  financial
condition from November 30, 1998 to May 31, 1999.

      REVENUES.  Total  revenues  for the three  months  ended May 31, 1999 were
$899,385  compared to total  revenues  of $933,521  for the same period in 1998,
representing  a decrease of $34,136,  or 4%.  Total  revenues for the six months
ended May 31, 1999 were $1,121,832  compared to total revenues of $1,366,500 for
the same  period in 1998,  representing  a decrease  of  $244,668,  or 18%.  The
decrease in total  revenues  for the three  months and six months  ended May 31,
1999, was principally due to transitioning from a blend of cash and barter sales
in the first six months of 1998 to  strictly  cash sales in the first six months
of 1999. The internal  development of new radio programs and the partnering with
other radio  programmers  has allowed the Company to increase the number of cash
customers.  Barter  sales  usually  generate  higher  spot rates than cash sales
typically do. However,  by focusing on cash sales,  the Company hopes to develop
long-term relationships with customers.

      In the second  quarter of 1998,  $768,923 of the $933,521 in revenues,  or
82%, was from barter  transactions.  However,  in the second quarter of 1999 all
revenues  consisted  of cash  sales.  For the six  months  ended  May 31,  1998,
$969,844 of the  $1,366,500 in revenues,  or 71%, was from barter  transactions.
For the six months ended May 31, 1999, all revenues consisted of cash sales. The
Company anticipates that 90% of total revenues for the year will consist of cash
sales.




                                       9

<PAGE>
      DIRECT  COSTS.  Direct  costs for the three  months ended May 31, 1999 and
1998 were  $69,886  and  $265,163,  respectively,  representing  a  decrease  of
$195,277,  or 74%.  Direct  costs for the six months ended May 31, 1999 and 1998
were $76,533 and $297473, respectively,  representing a decrease of $220,940, or
74%. Direct costs consist primarily of commissions paid to advertising agencies.
The decrease in direct  costs for the second  quarter of 1999 and the six months
ended May 31,  1999 was  primarily  due to an  increase in the number of clients
that do not charge an advertising agency commission.

      COST OF GOODS SOLD.  Cost of goods sold  represents  direct  costs for the
production of the Company's Kiosk marketing and label system. Cost of goods sold
for the three  months  ended May 31, 1999 was  $98,025,  or 81% of Kiosk  sales,
compared to $0 in the same period in 1998. Cost of goods sold for the six months
ended May 31, 1999 was  $131,907,  or 72% of Kiosk sales,  compared to $0 in the
same period in 1998.  The Company  introduced a new label  product in the second
quarter of 1999 that  generated  smaller  profit margins than the Kiosk systems.
The Company did not offer the Kiosk marketing system in 1998.

      GROSS  MARGIN.  Gross  margin for the three  months ended May 31, 1999 was
$731,474, an increase of $63,116, or 9%, compared to the same period 1998. Gross
margin  for the six  months  ended May 31,  1999 was  $913,392,  a  decrease  of
$155,635, or 15%, compared to the same period in 1998.

      Gross  margin  for the three  months  ended May 31,  1999 was 81% of total
revenues  compared to 72% of total  revenues for the same period in 1998.  Gross
margin for the six months ended May 31, 1999 was 81% of total revenues  compared
to 78% of  total  revenues  for the same  period  in 1998.  The  reason  for the
increase in gross margin as a percentage of total  revenues was primarily due to
the  Company  increasing  margins  on  radio  sales.  With the  addition  of new
programming  and the  continued  development  of its  current  programming,  the
Company has been able to increase  advertising  rates and  decrease  the cost of
sales.  The higher margins on radio sales were  partially  offset by lower gross
margins on Kiosk sales.

      GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative expenses
for the three months ended May 31, 1999 was $790,653,  representing  an increase
of $398,540,  or 102%, over the same period in 1998.  General and administrative
expenses for the six months ended May 31, 1999 was  $1,303,146,  representing an
increase of $579,874,  or 80%, over the same period in 1998.  The increases were
primarily due to increased costs associated with the growth of the Company.  The
Company acquired Mtek Technical  Services,  Inc. in January of 1999. As a result
of the  acquisition,  the  Company  doubled  its staff size and amount of office
space.

      For the three  months  ended May 31,  1999,  wages and  employee  benefits
increased $123,609,  or 108%, rent increased $9,457, or 111%, telephone expenses
increased  $15,982,  or 292%, and office supply expense  increased  $24,625,  or
477%,  compared  to the same  period in 1998.  For the six months  ended May 31,
1999, wages and employee  benefits  increased  $173,259,  or 77%, rent increased
$11,805,  or 49%,  telephone  expenses  increased  $25,767,  or 271%, and office
supply expense increased $27,889,  or 235%, compared to the same period in 1998.
The Company  incurred  $28,419 in  additional  amortization  expense  during the
second quarter of 1999 as a result of the purchase of Mtek  Technical  Services,
Inc. Management expects general and administrative  expenses to continue to grow
as the  Company  aggressively  attempts  to acquire new  programs  and  develope
existing programs.

                                       10
<PAGE>
      INCOME TAXES. Due to loss carryforwards, there was no provision for income
taxes during the three months and six months ended May 31, 1999 and 1998.

      NET INCOME  (LOSS) AND EARNINGS  PER SHARE.  Net loss for the three months
ended May 31,  1999 was  $59,179,  or $.01 per share,  compared to net income of
$276,245,  or $0.05 per share, for the same period in 1998. Net loss for the six
months  ended May 31,  1999 was  $389,754,  or $0.03 per share,  compared to net
income of $345,745,  or $0.08 share,  for the same period in 1998.  The loss for
the three  months and six months  ended May 31,1999 was mainly due to  increased
amortization, professional fees, office expenses, and employee benefits.

      Earnings per share,  which  includes  the dilutive  effects of options and
warrants to purchase  common  stock,  are based upon  10,840,700  and  5,115,282
shares outstanding on May 31, 1999 and 1998, respectively.  The Company declared
a three for one  stock  split in June of 1998  payable  to all  shareholders  or
record as of July 31, 1998. Per share earnings for the first and second quarters
of 1998 were adjusted to reflect the stock split.

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,  1999 was  $956,843  compared to $136,014 at May 31,
1998.  The increase in working  capital was primarily due to an increase in cash
and cash equivalents resulting from the proceeds from the sale of common stock.

      In June 1998 the Company completed a private placement of 250,000 units at
$2.00 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 $2.25 from June 1998 to January 31,  2000.  The  warrants  then
become exercisable for $2.50 after February 1, 2000 and expire on July 31, 2001.
The Company received proceeds of $500,000 from the private placement.

      In July 1998 the Company  completed a second private  placement of 500,000
units at $3.00 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  at $3.50 and expire on July 31,  1999.  The  Company
received proceeds of $1,500,000 from the private placement.

      The Company  declared a three for one stock split in June of 1998  payable
to all shareholders or record as of July 31, 1998. The offerings discussed above
and the warrant prices indicated do not reflect the stock split.

      The Company had a note  payable to ITEX  Corporation  with an  outstanding
balance of $478,596 as of February  28, 1999.  The original  balance of the note
was  $600,000.  The terms of the note  require the Company to pay  $120,000  per
annum plus  interest  calculated  at 6%. The term of the note was five years and
the last  payment was  scheduled  to be made on May 5, 2001.  The balance of the
note plus accrued  interest of $27,430 was paid off on May 4, 1999.  The Company
does not currently have any long-term debt.

      Management  believes  that its  available  cash  together  with  operating
revenues will be sufficient to fund the Company's  working capital  requirements
through  November 30, 2001.  The Company's  management  further  believes it has
sufficient liquidity to implement its expansion and acquisition strategies.

                                       11
<PAGE>
Year 2000
---------

     The Year 2000 issue  exists  because many  computer  programs use two digit
date fields to define the  applicable  year rather than four digit date  fields.
Because of this,  computer  equipment  and  software  (sometimes  referred to as
"information   technology"  or  "IT")  and  devices  with  embedded   technology
(sometimes referred to as "non-IT") that are time-sensitive may recognize a date
using "00" as the year 1900  rather than the year 2000.  This could  result in a
system failure or miscalculations causing disruptions of operations,  including,
among other things,  production delays or breakdowns,  a temporary  inability to
process  transactions,  send  invoices,  or  engage  in  other  normal  business
activity.  Incomplete  or  untimely  resolution  of the Year  2000  issue by the
Company  or  important  suppliers  or  customers  of the  Company  could  have a
materially  adverse  effect on the Company's  business,  financial  condition or
results of operations.

     The  Company's  approach  to the Year 2000  issue is  discussed  below.  In
discussing the Year 2000 issue,  the Company  necessarily  makes certain forward
looking  statements.  There can be no  assurance  that actual  results  will not
differ  materially  from  the  projections  contained  in  the  forward  looking
statements. Factors which may cause actual results to differ materially include,
but are not limited to:

o    failure of Company personnel and outside consultants to properly assess and
     address  the  Company's  Year  2000  issues,

o    inaccurate or incomplete  responses to questionnaires sent to third parties
     or inaccurate disclosure by third parties regarding the Year 2000 issue,

o    failure to address  Year 2000 issues with all  vendors,  including  utility
     vendors, and customers,

o    infrastructure  failures, such as disruptions in the supply of electricity,
     gas, water or communications  services, or major institutions,  such as the
     government and banking systems, and

o    failure of the Company to accurately  predict the costs to address the Year
     2000 issue or the lost revenues related to interruption in the Company's or
     its customers' businesses.

     State of Readiness.  The Company, in conjunction with outside  consultants,
has made an assessment of the effect of the Year 2000 issue on its IT and non-IT
systems.  The Company has  identified  certain  modifications  to its IT systems
which are  necessary  to address  the Year 2000 issue and has fully  implemented
those  modifications.   The  Company  has  determined  there  are  no  necessary
modifications to its non-IT systems. Based on this assessment and implementation
of the  modifications  discussed  above, the Company believes its IT systems and
non-IT  systems will properly  recognize  calendar  dates  beginning in the year
2000.

     In  addition,   the  Company  has  evaluated,   through  conversations  and
questionnaires  sent to its critical  vendors and  customers,  the IT systems of
most of its outside  vendors and customers.  The Company has received  responses
from approximately 80% of its vendors and 45% of its customers. The Company does
not expect to receive  all of the  remaining  responses  in time to correct  any
problems which may be identified in such  responses.  The Company has,  however,
received replies from what the Company  considers to be its critical vendors and
customers. Based on the responses received to date, the Company does not believe
the Year 2000 issue will have a material adverse effect on the Company.

     Costs to Address Year 2000 Issue.  To date,  the Company has incurred costs
of approximately  $5,000 and the Company estimates its total cost to become Year
2000 compliant will be approximately $10,000.  Accordingly,  the Company expects
the  costs to  address  the Year

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<PAGE>
2000 issue will not have a material  adverse  financial  impact on the Company's
financial condition or results of operations. However, there can be no assurance
that additional  remediation and costs will not be identified,  especially since
the Company has not received responses from all third parties.

     Risks of the Company's Year 2000 Issue.  The most  reasonably  likely worst
case scenario for the Company  would involve an extended  shutdown in production
and/or  lost  revenue  caused  by  interruption  in  the  Company's   customers'
businesses.  The  Company is unable to  quantify  the  effect of such  scenario.
However,  the Company has identified its critical vendors and customers and does
not believe that any such vendors or customers represent a significant risk.

     Company's  Contingency Plan. Based on the Company's  assessment of the Year
2000  issue,  the  Company  has not  developed  and does not intend to develop a
contingency plan to address the reasonably likely worst case scenario.

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


Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
(a)      The following exhibits are filed as part of this report:

         Exhibit Number             Description of Exhibit
         --------------             ----------------------

               27                   Financial Data Schedule



(b)      No reports on form 8-K were  required  to be filed  during the  quarter
         ended May 31, 1999.






















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<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 14, 1999            By: /s/ John J. Brumfield
                                    ---------------------
                                    John J. Brumfield, Chief Financial Officer
                                    Vice President, Finance
                                    (Principal Financial and Accounting Officer)
























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