================================================================================
                                  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 August 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 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  14,585,651  shares
outstanding as of October 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
------
                                                             August 31         August 31       November 30
                                                            (Unaudited)       (Unaudited)       (Audited)
                                                           -------------     -------------    -------------
                                                               2002               2001             2001
                                                           -------------     -------------    -------------
<S>                                                        <C>               <C>              <C>
CURRENT ASSETS
Cash and cash equivalents                                  $    290,963      $    399,623      $   321,402
Receivables:
     Accounts receivable, net of allowance for
        doubtful accounts of $60,000 in 2002
        and in 2001                                           3,440,489         4,467,040        3,945,803
     Note receivable                                                  -           167,200                -
     Related-party receivable                                   227,954           219,790          219,354
     Barter exchange receivables                                      -           102,054                -
Sales representation contract agreements, net of
     amortization                                               123,888           497,776          402,637
Prepaid expenses and other current assets                        45,295           261,399           31,148
                                                           -------------     -------------    -------------

     Total current assets                                     4,128,589         6,114,882        4,920,344
                                                           -------------     -------------    -------------

PROPERTY AND EQUIPMENT, net of
     accumulated depreciation and amortization                  111,998           172,255          197,183
GOODWILL, net of amortization                                 1,261,728         5,074,893        2,911,187
INTANGIBLE ASSETS, net of amortization                            8,795         1,446,202          957,093

OTHER ASSETS                                                    115,000           145,000          137,500

                                                           -------------     -------------    -------------
     TOTAL ASSETS                                          $  5,626,110      $ 12,953,232     $  9,123,307
                                                           =============     =============    =============

<PAGE>
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
----------------------------------------------

CURRENT LIABILITIES
     Accounts payable                                      $  1,581,314      $    928,083      $ 1,438,382
     Accrued liabilities                                        383,975           176,339          447,531
     Barter exchange payables                                    21,091                 -           29,339
     Sales representation agreement liabilities               1,090,552           365,588        1,203,095
     Current portion of long-term debt, net of discount       4,551,667                 -          300,000
                                                           -------------     -------------    -------------

     Total current liabilities                                7,628,599         1,470,010        3,418,347
                                                           -------------     -------------    -------------

LONG-TERM DEBT                                                        -         4,121,667        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,
        14,385,651, and 14,385,651 common
        shares issued  and  outstanding  at August
        31, 2002, August 31, 2001, and
        November 30, 2001 respectively                           14,586            14,386           14,386
     Additional paid-in-capital                              11,450,411        11,290,610       11,290,611
     Retained deficit                                       (13,248,224)       (3,715,901)      (9,306,807)
     Stock subscription receivable                             (219,262)         (227,540)        (222,397)
                                                           -------------     -------------     ------------

     Total stockholders' (deficit) equity                    (2,002,489)        7,361,555        1,775,793
                                                           -------------     -------------    -------------
     TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

                                                           $  5,626,110      $ 12,953,232     $  9,123,307
                                                           =============     =============    =============
</TABLE>

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

                                               THREE MONTHS ENDED AUGUST 31,          NINE MONTHS ENDED AUGUST 31,
                                                        (Unaudited)                            (Unaudited)
                                            ------------------------------------    ----------------------------------
                                                 2002                2001                2002               2001
                                            --------------    --------------    --------------     --------------
<S>                                         <C>               <C>               <C>                <C>
REVENUES                                    $   2,682,001     $   3,300,823     $   8,436,974      $   9,450,542

DIRECT COSTS                                    1,544,244         2,717,716         5,736,529          7,373,647
                                            --------------    --------------    --------------     --------------
GROSS MARGIN                                    1,137,757           583,107         2,700,445          2,076,895
                                            --------------    --------------    --------------     --------------

GENERAL AND ADMINISTRATIVE EXPENSES
     Wages and employee benefits                  390,925           632,030         1,240,909          1,751,274
     Travel and entertainment                      26,035            76,542            78,955            238,578
     Consulting and professional                  102,480           697,109         1,064,647          1,200,506
     Advertising                                   25,738            26,081            44,139             43,956
     Depreciation and amortization                404,422           410,756         1,165,220            625,920
     Impairment of assets                       1,545,000                 -         1,545,000                  -
     Postage and printing                          26,994            32,814            84,148             92,486
     Rent                                          29,296            23,085            89,509             49,854
     Office supplies                               19,135             9,141            45,175             39,332
     Telephone                                     15,653            15,038            45,010             64,076
     Other expenses                                65,532            60,439           219,309            163,307
                                            --------------    --------------    --------------     --------------
         Total general and administrative
              expenses                          2,651,210         1,983,035         5,622,021          4,269,289
                                            --------------    --------------    --------------     --------------
Loss before provision for other expense
     and income taxes                          (1,513,453)       (1,399,928)       (2,921,576)        (2,192,394)
                                            --------------    --------------    --------------     --------------
OTHER INCOME (EXPENSE)
     Interest income                                  240             1,834             2,296              5,410
     Interest expense                            (336,392)         (254,437)         (978,118)          (274,547)
                                            --------------    --------------    --------------     --------------

Total other expense                              (336,152)         (252,603)         (975,822)          (269,137)
                                            --------------    --------------    --------------     --------------

Loss before provision for income taxes
                                               (1,849,605)       (1,652,531)       (3,897,398)        (2,461,531)
Provision for income taxes                              -                 -             4,548                  -
                                            --------------    --------------    --------------     --------------
Net loss from continuing operations            (1,849,605)       (1,652,531)       (3,901,946)        (2,461,531)
                                            --------------    --------------    --------------     --------------
Discontinued operations
     Loss from discontinued operations of
         NBG Solutions, Inc.
                                                  (19,124)         (126,103)          (39,471)          (331,444)
                                            --------------    --------------    --------------     --------------
Net loss                                    $  (1,868,729)    $  (1,778,634)    $  (3,941,417)     $  (2,792,975)
                                            ==============    ==============    ==============     ==============

Basic and diluted loss per share
     Continuing operations                  $       (0.13)    $       (0.12)    $       (0.27)     $       (0.20)
     Discontinued operations                            -                 -                 -                  -
                                            --------------    --------------    --------------     --------------

                                            $       (0.13)    $       (0.12)    $       (0.27)     $       (0.20)
                                            ==============    ==============    ==============     ==============

Weighted average number of shares
     outstanding - basic and diluted           14,585,651        14,365,851        14,496,762         13,791,470
                                            ==============    ==============    ==============     ==============
</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                   -              -               -      (3,941,417)                -     (3,941,417)
                                 -----------     ----------    ------------    ------------     ------------    -----------
BALANCE  August 31, 2002
     (unaudited)                 14,585,651      $  14,586     $11,450,411     $(13,248,224)    $ (219,262)     $(2,002,489)
                                 ===========     ==========    ============    ============     ============    ===========
</TABLE>

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

                                                                           NINE MONTHS ENDED AUGUST 31,
                                                                                   (Unaudited)
                                                                       -------------------------------------
                                                                             2002                 2001
                                                                       ----------------     ----------------
<S>                                                                    <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Loss                                                          $    (3,941,417)     $    (2,792,975)
     Adjustments to reconcile net loss to cash from operating
         activities:
         Depreciation and amortization                                       1,167,664              625,920
         Impairment of assets                                                1,545,000                    -
         Shares issued for services                                                  -                4,000
         Amortization of discount on long-term debt                            322,500               71,667
         Services provided in payment of subscribed shares                       3,135               14,573
     Changes in assets and liabilities:
         Accounts receivable                                                   505,314            (546,341)
         Unbilled receivable                                                         -              195,739
         Net change in barter exchange receivable and payable                   (8,248)             (20,173)
         Prepaid expenses and other current assets                             (14,147)            (283,841)
         Sales representation agreement amortization                           278,749            2,440,473
         Net change in programming contract liabilities                       (112,543)          (2,962,139)
         Accounts payable                                                      142,932              269,214
         Accrued liabilities                                                    96,444               12,427
                                                                       ----------------     ----------------

         Net cash from operating activities                                    (14,617)          (2,971,456)
                                                                       ----------------     ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Net cash paid for acquisition of GFEC                             $             -      $    (5,253,689)
     Increase in related party notes receivable                                 (8,600)            (137,548)
     Acquisition of property and equipment                                      (7,222)              (7,262)
                                                                       ----------------     ----------------
         Net cash from investing activities                                    (15,822)          (5,398,499)
                                                                       ----------------     ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Issuance of common stock                                          $             -      $     1,801,920
     Proceeds from stock options exercised and issuance
        of common stock                                                              -              313,035
     Borrowings of long-term debt                                                                 6,200,000
     Net payments on line of credit                                                  -             (400,000)
                                                                       ----------------     ----------------
         Net cash from financing activities                                          -            7,914,955
                                                                       ----------------     ----------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                      (30,439)            (455,000)
CASH, beginning of year                                                        321,402              854,623
                                                                       ----------------     ----------------

CASH, end of year                                                      $       290,963      $       399,623
                                                                       ================     ================

<PAGE>
                             NBG RADIO NETWORK, INC.
                            STATEMENTS OF CASH FLOWS

                                                                           NINE MONTHS ENDED AUGUST 31,
                                                                                   (Unaudited)
                                                                       -------------------------------------
                                                                             2002                 2001
                                                                       ----------------     ----------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION
     Cash paid for interest                                            $       486,614      $        48,188
                                                                       ================     ================

SUPPLEMENTAL SCHEDULE OF NONCASH
     INVESTING AND FINANCING  ACTIVITIES
     Issuance of common stock in payment of accrued
        expenses                                                       $       160,000      $             -
                                                                       ================     ================
     Allocated value of warrants issued in debt financing              $             -      $     2,150,000
                                                                       ================     ================
     Capitalization of programming contract assets and
        recognition of related liabilities                             $             -      $       288,000
                                                                       ================     ================
     Issuance of common stock subscription receivables for
        services                                                       $             -      $       228,000
                                                                       ================     ================
</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  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 NBG  Solutions,  Inc.  ("Solutions"),  a wholly
owned subsidiary  involved in providing  design,  installation,  and support for
interactive kiosks. The Company discontinued operations of Solutions on July 11,
2002 (see Note 6). All significant  intercompany  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 and
its  wholly  owned  subsidiaries,  Solutions  and  GFEC,  after  elimination  of
intercompany 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 nine months  ended  August 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  Solutions  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  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.

Goodwill                                                         $ 4,332,443
Identifiable intangibles                                           1,518,688
Assets acquired                                                      971,037
Liabilities assumed                                               (1,541,743)
                                                                 ------------

Total cash paid for GFEC                                         $ 5,280,425
                                                                 ============

Prior to the acquisition,  NBG and GFEC entered into contracts through which NBG
obtained the right to the advertising inventory within GFEC radio programs.  The
contracts  entered into  between the two parties  required NBG to pay a flat-fee
for the rights to the  advertising  on programs  three  months in advance of the
actual broadcasting of the show.

Under these  contracts and for the entire period of the  contracts,  NBG assumed
both the performance  risk of selling the advertising  within the radio programs
and the market  risks of  fluctuations  in  advertising  rates until the program
aired.  For each of the sales  representation  agreements with GFEC, NBG entered
into contracts with GFEC that unconditionally obligated the Company for payments
to GFEC whether or not the acquired  programs aired on the Company's  network at
any time  during the  contract  period.  Therefore,  when  sales  representation
agreements  were  established,  NBG  recognized a liability  equal to the sum of
required payments that generally extended from 12 to 18 months.  Simultaneously,
NBG recognized an asset  representing the unamortized  right and interest in the
sales  representation  agreements.  This asset was amortized during the contract
period as advertising  revenues were recognized.  At the time the contracts were
established,  GFEC recognized a contract receivable for amounts due from NBG and
deferred  revenue.  As  payments  were made on the  contracts,  NBG  reduced the
contract liability and GFEC would reduce the contract receivable.

At the date of  acquisition,  GFEC's  intercompany  receivable  of $924,250  and
intercompany payable of $1,653,228 were eliminated.

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.  All payments  under the agreement  were  discontinued  and Mr. Fisher was
released from all representations and warranties  contained in the transactional
documents relating to the GFEC acquisition.
<PAGE>
NOTE 6 - DISCONTINUED OPERATION

On July 11, 2002,  Solutions  filed  articles of  dissolution.  Since filing its
articles of dissolution,  Solutions has limited its operations to collecting and
disposing of its business  assets and  negotiating  with its  creditors  for the
satisfaction  of its  outstanding  debts.  As of August 31, 2002,  Solutions had
total  assets of  approximately  $80,000,  net accounts  receivable  of $37,731,
long-lived  assets of  $10,510,  accounts  payable of  $102,277,  and no secured
creditors.  Solutions's  management  does not believe that  Solutions  will have
sufficient  assets to satisfy all  outstanding  debts. It has notified all known
creditors and other claimants of the situation. Management intends to dispose of
Solutions's  assets and  distribute  the proceeds to the creditors on a pro rata
basis.

In accordance  with SFAS No. 144,  "Accounting for the Impairment or Disposal of
Long-Lived  Assets," the  operations of Solutions  are reported as  discontinued
operations in the statement of operations. Operating results from Solutions were
as follows:
<TABLE>
<CAPTION>
                                       Three months ended August 31,         Nine months ended August 31,
                                     ----------------------------------    ---------------------------------
                                          2002               2001               2002              2001
                                     ---------------    ---------------    ---------------    ---------------
<S>                                  <C>                <C>                <C>                <C>
Revenues                             $       50,829     $      385,493     $      540,695     $      907,677
Direct costs                                (40,683)          (319,974)          (331,977)           694,508
                                     ---------------    ---------------    ---------------    ---------------
Gross margin                                 10,146             65,519            208,718           213,169
General and administrative expenses
                                            (29,270)          (191,622)          (248,189)         (544,613)
                                     ---------------    ---------------    ---------------    ---------------
Net loss                             $      (19,124)    $     (126,103)    $     (39,471)     $    (331,444)
                                     ===============    ===============    ===============    ===============
</TABLE>

NOTE 7 - 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 2002 and had  incurred  additional  losses in other years
since its  inception in 1996 such that,  as of August 31, 2002,  the Company had
recorded a retained deficit of $13,248,224.  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.
<PAGE>
As of August 31, 2002,  the Company was unable to meet three of these  borrowing
covenants and as a result,  repayment of the Company's outstanding  indebtedness
to MCG may be accelerated  and the Company may be unable to meet the accelerated
repayment  requirements.  The  Company  failed  to meet  one or  more  of  these
covenants on November 30, 2001,  and on May 31, 2002.  MCG agreed to waive these
violations. On August 31, 2002, the Company failed to meet the minimum quarterly
adjusted  operating  cash flow  covenants,  the  minimum  twelve-month  adjusted
operating cash flow covenant, and the minimum cumulative revenue covenant. While
the  Company is  negotiating  with MCG,  it has not  received a waiver for these
covenant violations. Without a waiver, the Company is considered in default. MCG
may,  after  providing  notice to the  Company,  demand  repayment of the entire
outstanding  balance of the  credit  facility  and  foreclose  on the  Company's
assets.  In  addition,  MCG may demand  that the  Company  pay an addition 3% in
interest  during the period of default.  As of October 15, 2002, the Company has
not received  notice from MCG  demanding  accelerated  repayment  or  additional
interest. Therefore, the Company has recorded its obligation to MCG as a current
liability.

The amount of the  current  liability  owed to MCG  reflects  a discount  to the
amount actually owed by the Company.  When it entered into the credit  facility,
the Company  received  $6.2 million  from MCG in exchange for a promissory  note
with a face value of $6.2 million and an option to acquire  warrants to purchase
shares of the  Company's  common  stock.  In order to reflect  the value of this
option in accordance with Emerging Issues Task Force Abstract 00-19, "Accounting
for Derivative  Financial  Instruments Indexed to, and Potentially Settled in, a
Company's  Own  Stock",  it was  necessary  to  discount  the face  value of the
promissory note by $2,150,000 at the time the debt was issued. This discount was
recorded in the  consolidated  financial  statements for the year ended November
30,  2001 as an  increase  to  additional  paid  in  capital.  Accordingly,  the
Company's  balance  sheet does not  reflect the full face value of the debt owed
MCG. If MCG  accelerated  the entire amount  actually owed, the Company would be
required to pay $6,533,137, comprised of $1,648,336 representing the unamortized
balance of the discount,  $333,134 in accrued and deferred interest payable, and
$4,551,667  representing the carrying value of the outstanding principal balance
of long-term debt.

A  national   economic   recovery   could   improve   operational   performance.
Nevertheless, the Company will continue to attempt to increase profitability and
cash flow by  eliminating  programs that do not achieve  required  profitability
ratios and reducing its production  and  operational  expenses.  The Company has
renegotiated  its contractual  agreements with its hosts and producers  allowing
the  Company to either  pay the host or  producer a  percentage  of the  revenue
generated by the  program,  or reducing  the  guaranteed  payment to the host or
producer.  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 restructure its current
debt covenants and comply with these  covenants in the future;  and, to generate
sufficient  cash flow from  operations  to meet its  obligations  as they become
payable. If the Company is unable to achieve these measures it will be necessary
to seek additional funding.  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 credit facility 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. 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>
NOTE 8 - IMPAIRMENT OF ASSETS

The Company's acquisition of GFEC was accounted for using the purchase method of
accounting,  under  which the excess of the fair value of assets  acquired  over
liabilities  assumed  was  recognized  as  goodwill  and was  anticipated  to be
amortized over an expected useful life of five years. In addition,  identifiable
intangible  assets  were  recognized  at the time of  acquisition  and have been
amortized over the lives of the underlying assets, which were expected to have a
weighted  average  life of 2.5  years.  Since the  acquisition,  management  has
continuously  evaluated the long-term  viability of these programs acquired from
GFEC. For the year ended November 30, 2001, management determined that a partial
impairment  of intangible  assets had occurred  since  certain  agreements  were
terminated  because  underlying  radio  programs were unable to attain  adequate
market  share  on  a  national  scale.  Accordingly,  an  impairment  charge  of
$1,600,000  was  recognized  for the year  ended  November  30,  2001.  Based on
management's   continuing  evaluation  of  the  commercial  viability  of  these
programs,  the Company's plans for future program  operations,  and management's
analysis of the future expected undiscounted cash flows of each program acquired
from GFEC, the Company determined during the quarter ending August 31, 2002 that
the carrying value of the goodwill and identifiable intangible assets associated
with some of these  programs would also not be fully  recoverable.  Accordingly,
the Company recorded an impairment charge of $1,545,000, representing writedowns
of recorded goodwill by $1,028,000 and other  identifiable  intangible assets by
$517,000.  These  amounts  were  calculated  based  upon  the  present  value of
estimated  expected future cash flows using a discount rate commensurate with an
evaluation of the risk involved.
<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    Our revenues depend on radio  advertising  spending.  The Company generates
     its revenues  from the sale of radio  advertising.  If overall  advertising
     spending declines or if advertisers shift their resources to other forms of
     advertising,  such as newspapers,  magazines, or television,  the Company's
     ability to generate revenues could suffer.

o    We are competing  against much larger  companies  with  significantly  more
     resources.  According  to  Radio  Advertising  Bureau,  the  network  radio
     advertising  business is a $910 million  industry.  We estimate that 85% of
     this industry is controlled by Clear Channel  Communications,  Inc. (owners
     of  Premiere  Radio  Networks,  Inc.),  ABC Radio  Networks,  and  Infinity
     Broadcasting  Corporation  (owners of Westwood One).  These  companies have
     significantly more resources, capital, and market control than our company.
     In addition to syndicating radio programming,  these companies also own and
     operate thousands of radio stations.  We currently air many of our programs
     on the radio  stations  owned and operated by these  companies.  Our future
     financial  success  will  depend on our  ability  to  continue  airing  our
     programs on these stations.  If any of these companies  denied us access to
     their stations, it would adversely effect our businesses.

o    Our  business  may be  harmed  if we  lose  the  services  of  certain  key
     employees.  Our  success  depends  largely on the skills,  experience,  and
     performance  of  key  employees,  particularly  John  A.  Holmes,  John  J.
     Brumfield,  and  Dean R.  Gavoni.  If we lost  one or  more  of  these  key
     employees, our business and financial performance could suffer.

o    Our success depends on our ability to place our programs on radio stations.
     Our  revenues  result  from the sale of  advertising  time.  We obtain that
     advertising  time by exchanging  our  programming  with radio  stations for
     advertising  time on those stations.  Our success depends on our ability to
     establish and maintain relationships with radio stations willing to air our
     programming.

o    Our revenues depend on the popularity and listener ratings of our programs.
     Radio  programs  that are popular and have high  listener  ratings are more
     likely  to be  aired by  radio  stations.  In  addition,  advertisers  will
     typically pay more to advertise on programs with high ratings.  Our success
     depends on the ratings of our  programs.  If the  ratings for our  programs
     decline,  radio  stations  will be less likely to air our  programming.  If
     radio  stations  drop  our  programming,  we  will  have  less  advertising
     available for sale.  In addition,  a decline in ratings may also require us
     to reduce our  advertising  rates,  which could  cause a  reduction  in our
     revenues.

o    Our  success  depends on our  ability  to retain  successful  programs  and
     services.  We secure the rights to syndicate  our  programming  by entering
     into contracts with the program's hosts. Our success depends on our ability
     to maintain a positive  relationship with the program's hosts. In addition,
     our  business  success  also depends on our ability to re-sign the hosts of
     our successful programs when their contracts expire.
<PAGE>
o    Our success also depends on our ability to predict the public's  taste with
     respect to radio  programs.  Our  ability to  produce  successful  programs
     depends on our ability to predict the public's  taste.  If we are unable to
     predict the public's taste with respect to radio programs,  our programming
     may not generate sufficient ratings to be commercially viable.

o    We depend on an independent sales representation firm to sell a significant
     portion  of our  revenues.  While we have our own  sales  force to sell our
     advertising  time,  we have  historically  relied on an  independent  sales
     representation   firm  to  help  us  sell  a  significant  portion  of  our
     advertising  time. If our sales  representation  firm is unable to sell our
     advertising time, our financial performance may suffer.

o    We may need additional financing which could be difficult to obtain without
     the  permission  of our  lender.  Our  credit  facility  contains  numerous
     restrictive  covenants  that restrict our ability to raise  capital.  These
     restrictions  limit  our  ability  to borrow  additional  funds or sell our
     securities.  As a result,  it will be difficult for us to raise  additional
     financing without the permission of our lender.  There is no guarantee that
     our lender will permit us to raise additional funds. Even if we receive our
     lender's  permission,  there is no guarantee that we could obtain financing
     on acceptable terms or in a sufficient amount to meet our needs.

o    We are currently in default on our credit facility.  On August 31, 2002, we
     failed to meet three financial covenants in our credit facility.  Under the
     terms of the  credit  facility,  this  constitutes  an "Event of  Default."
     During an "Event of  Default,"  our lender  may,  after  providing  notice,
     choose to  accelerate  repayment of the  outstanding  balance on the credit
     facility and foreclose on the Company's  assets.  We do not have sufficient
     funds to repay the outstanding balance on the credit facility.  There is no
     guarantee that we could raise these funds through its financing activities.

o    Our financial  success  depends on our ability to renegotiate  the terms of
     our credit  facility.  As stated above,  we are currently in default on our
     credit facility.  We may not be able to generate sufficient cash flows from
     our  operations to maintain the current  interest and  principal  repayment
     schedule  set  forth  in  the  credit  agreement.  If  we  cannot  generate
     sufficient  cash flows from our  operations,  there is no guarantee that we
     will be able to obtain  sufficient  financing to our debt. As a result,  we
     believe  that our future  financial  success  will depend on whether we can
     successfully renegotiate the terms of our credit facility with our lender.

Three Months and Nine Months Ended August 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 nine month  periods  ended
August 31, 2002,  compared to the results of  operations  for the three and nine
month periods ended August 31, 2001,  and to changes in the Company's  financial
condition from November 30, 2001 to August 31, 2002.

         REVENUES.  Total  revenues  for the three  months ended August 31, 2002
were $2,682,001  compared to revenues of $3,300,823 for the same period in 2001,
representing  a decrease of  $618,822,  or 19%. For the nine months ended August
31, 2002, total revenues were $8,436,974  representing a decrease of $1,013,568,
or 11%  compared to the same period in 2001.  The  Company's  decline in revenue
resulted  from  two  factors.   First,  due  to  overall  economic   conditions,
industry-wide  advertising  rates have fallen  significantly in 2002 compared to
the  rates  seen in the  same  period  in 2001.  Second,  the  Company  has less
commercial  broadcast  time

<PAGE>
available  for sale  compared  to the same  periods in 2001.  The  reduction  of
commercial  broadcast time resulted from the  cancellation of four programs that
the  Company   determined  were  not  generating   sufficient   revenues  to  be
commercially  viable. The Company is developing four new programs to replace the
cancelled shows. However,  these programs are still in development and hence are
not generating significant revenues.

On August 15,  2002,  the Company  terminated  its  relationship  with its sales
representation firm, Dial  Communications-Global  Media, Inc. ("Dial").  For the
last two years, the Company had relied on Dial to sell a substantial  portion of
its advertising time. While Dial's sales have accounted for  approximately  half
of the Company's revenues in the last two years, Dial had consistently failed to
meet its predetermined  sales goals. As a result, the Company felt that a change
was  necessary and hired a new sales  representation  firm,  True  Measure,  Inc
("TMI").  While the transition from Dial to TMI has been going well, the Company
expects that the termination of Dial will effect its revenues in the next fiscal
quarter and possibly into the next fiscal year. Some advertisers cancelled their
purchases following the termination of the Company's  relationship with Dial. In
addition, the Company expects that TMI will require some time to become familiar
with the Company's programming.

Solutions'  revenues  decreased  from $385,493 for the three months ended August
31, 2001 to $50,829 for the three months ended August 31, 2001.  As explained in
Note 6,  Solutions was dissolved on July 11, 2002.  The Company  decided to take
this  action  because  Solutions  had been  unable to develop  new  clients  and
generate  sufficient  revenues.   Solutions'   operations  are  now  limited  to
collecting and liquidating  its assets and negotiating  repayment terms with its
creditors.  The Company does not expect to generate any future revenues or incur
significant expenses from Solutions.

         DIRECT  COSTS.  Direct costs for the three months ended August 31, 2002
and 2001 were $1,544,244 and $2,717,716,  respectively,  representing a decrease
of  $1,173,472,  or 43%.  For the nine months ended August 31, 2002 direct costs
decreased  $1,637,118,  or 22%  compared to the same  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 now
structured to compensate the host or producers  based on a percentage of revenue
generated from the respective  program,  rather than a guaranteed payment to the
hosts. 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, to
reflect the depressed  economic  conditions in the radio  industry,  the Company
renegotiated  several  guaranteed  contract  payments with hosts and  producers.
These  hosts  or  producers  agreed  to  accept  reduced   guaranteed   payments
recognizing the economic  conditions that exist.  Third, the Company was able to
reduce  costs by  eliminating  programs  that were not  maintaining  ratings and
achieving the profitability ratios required by the Company.  Fourth, the Company
was able to  reduce  the  costs of the  programs  that it  produces  internally.
Finally,  the  Company  reduced the amount of weekday  advertising  time that it
purchased through its affiliate  stations  agreements.  The combination of these
factors  allowed  the  Company  to  reduce  its  costs  in  declining   economic
conditions.

         GROSS MARGIN.  Gross margin for the three months ended August 31, 2002,
was  $1,137,757,  an increase of $554,650,  or 95%,  compared to the same period
2001.  For the nine  months  ended  August  31,  2002,  gross  margin  increased
$623,550,  or 30%  compared  to the same  period  last year.  Despite  declining
revenues,  the Company  was able to  significantly  improve its gross  margin by
controlling  its  direct  costs.  In  particular,   the  Company's  decision  to
renegotiate  compensation  agreements with its hosts from guaranteed  payment to
amounts  based on a  percentage  of program  revenues has allowed the Company to
improve  its gross  margins  despite a

<PAGE>
decline in revenues. In addition,  the cancellation of unprofitable programs and
reduction in affiliate  station  expenses  contributed to the improvement in the
Company's gross margin.

         GENERAL  AND  ADMINISTRATIVE   EXPENSES.   General  and  administrative
expenses  for  the  three  months  ended  August  31,  2002,  were   $2,651,210,
representing  an increase of $668,175,  or 34% over the same period in 2001. The
increase in general and  administrative  expense during this three-month  period
was primarily a result of the Company's  $1,545,000  impairment charge (See Note
8). For the nine  months  ended  August 31,  2002,  general  and  administrative
expenses were  $5,622,021  representing  an increase of $1,352,732,  or 32%. The
increase  in the  Company's  general  and  administrative  expense  during  this
nine-month  period resulted from three factors.  First,  the Company  incurred a
substantial  impairment  charge  in the  third  quarter  of  2002.  Second,  the
Company's  depreciation and amortization  expense increased  $539,300  primarily
from the  amortization  of intangible  assets and goodwill  acquired in the GFEC
acquisition. Third, the Company incurred $600,000 in fees charged by its lender,
which were  recorded as expenses in the first quarter of 2002.  Combined,  these
three factors  increased the Company's  general and  administrative  expenses by
$2,684,300 in the first nine months of 2002 compared to the same period in 2001.
The Company offset a substantial portion of these increased expenses by reducing
its staff by over 45%,  reducing the compensation  for all remaining  employees,
reducing the Company's  travel and  entertainment  budget,  and  eliminating the
Company's investor relations campaign.

         OTHER INCOME (EXPENSES). For the three months ended August 31, 2002 and
2001,  the Company  included a net interest  expense of $336,392  and  $252,603,
respectively. Net interest expense for the nine months ended August 31, 2002 and
2001, were $975,822 and $269,137,  respectively.  Interest expense increased due
to the interest  charged on the Company's  outstanding  obligation to its lender
under the credit facility.

         INCOME TAXES.  For the three months ending on August 31, 2002 and 2001,
and for the nine months ending  August 31, 2001,  the Company made no payment or
provision  for income  tax.  For the nine months  ending  August 31,  2002,  the
Company paid $4,548 in estimated taxes due,  resulting from the GFEC acquisition
in 2001.

         NET LOSS AND  EARNINGS  PER SHARE.  Net loss for the three months ended
August 31,  2002,  was  $1,868,729,  or $0.13 per share.  Net loss for the three
months ended August 31, 2001 was  $1,778,634,  or $0.12 per share.  For the nine
months ended August 31, 2002,  and August 31, 2001,  the net loss was $3,941,417
and $2,792,975 respectively. Overall, the Company's net loss in 2002 is a result
of several factors.  First, the Company's  revenues have declined as a result of
the economic conditions in the radio industry and the cancellation of several of
its programs.  Second,  the Company incurred a substantial  impairment charge in
addition to significant  increases in its depreciation and amortization expenses
since its  acquisition  of GFEC.  Finally,  the  violation of a loan covenant on
November  30,  2001,  caused the Company to incur  certain  fees  charged by its
lender,  which were recorded as an expense  during the first quarter of the 2002
fiscal year.

Basic and  diluted  earnings  per share are based  upon a  weighted  average  of
14,585,651 and 14,365,851 shares  outstanding on August 31, 2002, and August 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.  However,  the
Company's  working capital has

<PAGE>
significantly  declined.  On August 31, 2002, the Company had a working  capital
deficit of $3.50 million  compared to a working capital surplus of $4.64 million
on August 31, 2001. The largest factor  contributing  the Company's  decrease in
working  capital was the  reclassification  of its credit  facility as a current
liability.

         On June 29,  2001,  the  Company  entered  into a $6.2  million  credit
facility  with MCG Finance  Corporation  ("MCG").  The proceeds  from the credit
facility were primarily  used to finance the Company  acquisition of GFEC and to
retire the Company's  line of credit.  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 August  31,  2002,  the  variable
interest rate equaled  9.8624% 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.  The
Company failed to meet one or more of these  covenants on November 30, 2001, and
on May 31, 2002.  MCG agreed to waive these  violations by amending the terms of
the credit  facility on February 28, 2002,  and on July 19, 2002.  On August 31,
2002, the Company failed to meet the minimum quarterly  adjusted  operating cash
flow covenant,  the minimum twelve-month  adjusted operating cash flow covenant,
and the minimum cumulative revenue covenant. The failure to meet these covenants
constitutes  and  "Event of  Default"  under the terms of the  credit  facility.
During an "Event of  Default,"  MCG may,  after  giving  notice to the  Company,
accelerate the repayment of the outstanding  principal and accrued  interest and
foreclose on the Company's assets. In addition,  MCG may also charge the Company
an  additional  3% in interest  during the Event of  Default.  As of October 21,
2002,  MCG has not  notified  the Company of its intent to exercise any of these
options.

         While the Company failed to meet these financial covenants, it has made
all  principal  and interest  payments  required  under the current terms of the
credit  facility.  The  Company's  management  believes  that it  will  generate
sufficient  cash flows from its  operations  to continue  making these  payments
through the end of the 2003 fiscal year.  The Company is currently  working with
MCG to restructure the terms of the credit facility.  Unless the credit facility
is restructured,  the Company  anticipates that it will need to raise additional
capital  to  servicing  its  debt.  The  terms  of  the  credit  facility  place
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.  Given these  restrictions and
the current  economic  climate,  the Company is  uncertain  whether it can raise
sufficient capital to continue servicing its debt.
<PAGE>
         Given the Company's covenant  violations,  it recorded the amounts owed
under its  credit  facility  as a current  liability.  Recording  this debt as a
current  liability  accounted for almost  one-half of the Company's  decrease in
working capital.  In addition to the covenant  violation in the credit facility,
the following  factors also  contributed  to the Company's  reduction in working
capital:

         o    the  reduction  of accounts  receivable  due to lower  advertising
              rates and less commercial advertising time available for sale; and

         o    an increase in accounts payable and sales representation agreement
              liabilities  resulting from the Company's  negotiation of extended
              repayment terms with its creditors.

         The  Company's  increase in accounts  payable is  primarily a result of
certain fees charged by MCG. These fees,  which total $600,000,  account for 38%
of the Company's  account  payable.  According to its agreement  with MCG, 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.

         The Company is attempting to improve its cash flow from operations. The
Company's  net cash flows used in  operations  for the nine months ending August
31,  2002,  were  $14,617,  compared  with  cash  flows  used in  operations  of
$2,971,546 for the same period in 2001.  During the first quarter of the current
fiscal year, the Company's net cash flows used in operations  were $128,574.  In
the second  quarter,  the net cash flows used in operation were $51,987.  In the
third quarter, the Company generated $165,944 in cash flows from operations. The
improvement in the Company's cash flows from operations is primarily a result of
the cost cutting measure instituted by the Company's management at the beginning
of the fiscal year.  In  addition,  the Company  negotiated  with several of its
vendors for  extended  repayment  terms on the  Company's  outstanding  accounts
payable.

         The Company's  management  believes that its cash flow from  operations
will allow the Company to finance  its  prospective  needs for capital  over the
next twelve months. However, this assumes that MCG does not accelerate repayment
on the credit  facility  and the  Company is able to  continue  making  progress
improving  its cash  flows from  operations.  In the long  term,  the  Company's
management  believes that the Company must either  restructure  the terms of its
credit facility or find a source of alternative financing. As discussed earlier,
the terms of the credit  facility along with the current  economic  climate will
make finding a source of alternative financing difficult. The Company may not be
able to locate an alternative source of financing. Even if a source of financing
could be located,  it may not offer terms  acceptable to the Company.  While the
Company will continue considering  alternative  financing sources, it will focus
its efforts  negotiating with MCG for a restructuring of the terms of its credit
facility.

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

         In October 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial  Accounting  Standards  (SFAS) No. 147,  "Acquisitions of
Certain Financial

<PAGE>
Institutions - an   amendment of  FASB  Statements  No.  72  and  144  and  FASB
Interpretation  No.  9." 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 June 2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs  associated with exit or disposal  activities
and  nullifies  Emerging  Issues Task Force (EITF)  Issue No.  94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including Certain Costs Incurred in a Restructuring)."  The statement
is effective for exit or disposal  activities  that are initiated after December
31, 2002, with early application  encouraged.  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 April  2002,  the 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  and is
effective  for  fiscal  years  beginning  after  May  31,  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 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. As allowed, the Company early adopted SFAS No. 144, which did not 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 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  $270,000.  The impact of
ceasing to record  goodwill  amortization  will be an increase in the  Company's
annual net income, after taxes, of approximately $180,000.
<PAGE>
         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.

Item 3. Controls and Procedures
-------------------------------

(a)      Evaluation of disclosure  controls and procedures.  The Company's chief
         executive  officer and chief financial  officer,  after  evaluating the
         effectiveness of the Company's "disclosure controls and procedures" (as
         defined in the  Securities  Exchange  Act of 1934 Rules  13a-14(c)  and
         15-d-14(c)) as of a date (the "Evaluation  Date") within 90 days before
         the filing date of this quarterly report, have concluded that as of the
         Evaluation Date, the Company's  disclosure controls and procedures were
         effective and designed to ensure that material  information relating to
         the Company and the Company's  consolidated  subsidiaries would be made
         known to them by others within those entities.

(b)      Changes in internal controls.  There were no significant changes in the
         Company's   internal   controls   or  in  other   factors   that  could
         significantly affect those controls subsequent to the Evaluation Date.

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

Item 4. Defaults Upon Senior Securities.
----------------------------------------

On August 31, 2002, the Company failed to meet three financial  covenants in its
Credit  Facility  Agreement  with  MCG.  The  failure  to meet  these  covenants
constitutes an "Event of Default" under the terms of the credit facility.

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

(a)      Exhibits

         99.1     Certification of John A. Holmes

         99.2     Certification of John J. Brumfield

(b)      No reports on form 8-K were  required to be filed  during the quarter
         ended August 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:  October 21, 2002       By:  /s/ John J. Brumfield
                                   ---------------------------------------------
                                   John J. Brumfield, Chief Financial Officer
                                   Vice President, Finance
                                   (Principal Financial and Accounting Officer)
<PAGE>
I, John A. Holmes III, certify that:

    1.   I have  reviewed  this  quarterly  report  on Form  10-QSB of NBG Radio
         Network, Inc.;

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

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

    4.   The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

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

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

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

    5.   The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent functions):

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

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

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

Date: October 21, 2002

                                 /s/ John A. Holmes III
                                 --------------------------------------------
                                 John A. Holmes III, President and
                                 Chief Executive Officer



<PAGE>
I, John J. Brumfield, certify that:

    1.   I have  reviewed  this  quarterly  report  on Form  10-QSB of NBG Radio
         Network, Inc.;

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

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

    4.   The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

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

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

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

    5.   The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent functions):

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

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

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

Date: October 21, 2002

                                 /s/ JOHN J. BRUMFIELD
                                 --------------------------------------------
                                 John J. Brumfield, Chief Financial Officer and
                                 Vice President, Finance
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

99.1     Certification of John A. Holmes

99.2     Certification of John J. Brumfield