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                  Commission File Number:
         August 31, 1999                                  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  12,148,293  shares
outstanding as of October 4, 1999.


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


<PAGE>



PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements
                                                    NBG RADIO NETWORK, INC.
                              (formerly Nostalgia Broadcasting Corporation)
                                                             BALANCE SHEETS


                                                   ASSETS
<TABLE>

                                                                            August, 31                    November 30
                                                                            (Unaudited)                    (Audited)
                                                             -------------------------------------- -- -----------------
                                                                    1999                  1998                1998
                                                             -------------------     ----------------     --------------
<S>                                                                 <C>                   <C>                 <C>
CURRENT ASSETS
  Cash and cash equivalents                                         $ 1,695,949           $2,414,202          1,855,666
  Barter exchange receivables                                           212,914              206,616            241,678
  Accounts receivable, net of allowance for
     Doubtful accounts of $1,200 in 1999 and 1998                     1,049,588              884,558          1,175,330
  Loan receivable                                                       167,200                    -                  -
  Related-party receivable                                               14,462               16,840             14,462
  Inventory                                                              29,628                    -                  -
  Deferred tax asset                                                          -                  468                  -
                                                             -------------------     ----------------     --------------

           Total current assets                                       3,169,741            3,522,684          3,287,136
                                                             -------------------     ----------------     --------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation                 197,507              129,774            136,171

AVAILABLE FOR SALE SECURITIES                                           500,000                    -
DEPOSITS                                                                  3,050                3,250              3,250
PROGRAMMING RIGHTS, net of amortization                                 748,750                    -                  -

COVENANT NOT TO COMPETE, net of amortization                            693,051                    -                  -

GOODWILL, net of amortization                                         1,149,258              606,500            587,750
                                                             -------------------     ----------------     --------------

          Total assets                                             $  6,461,357           $4,262,208         $4,014,307
                                                             ===================     ================     ==============

</TABLE>


<PAGE>

<TABLE>


                LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                <C>                    <C>                   <C>

CURRENT LIABILITIES
  Accounts payable                                                 $   193,070            $ 157,091             176,202
  Accrued liabilities                                                    9,171               44,249              67,886
  Program contracts payable                                            510,167                    -                   -
  Barter exchange payables                                                   -                    -                   -
  Pre-paid advertising revenue                                         500,000                    -                   -
  Current portion of long-term debt                                      1,171              153,084             245,248
                                                             -------------------     ----------------     ---------------

          Total current liabilities                                  1,213,579              354,424             489,336
                                                             -------------------     ----------------     ---------------

OTHER LIABILITIES
  Long-term debt, net of current portion                                      -             354,590             240,000
  Deferred income tax liability                                          9,789               10,327               9,789
                                                                ----------------     ----------------     ---------------

          Total other liabilities                                        9,789              364,917             249,789
                                                             -------------------     ----------------     ---------------

STOCKHOLDERS' EQUITY
  Common stock, $.001 par value; 20,000,000 shares
    authorized; 12,148,293 and 10,091,694 shares
    issued and outstanding at August 31, 1999
    and 1998, respectively                                              12,148               10,091              10,490
  Additional paid-in-capital                                         6,699,214            3,804,921           3,930,212
  Retained deficit                                                  (1,299,714)             (84,533)           (484,763)
  Stock subscription receivable                                       (173,659)            (187,612)           (180,757)
                                                             -------------------     ----------------     ---------------

          Total stockholders' equity                                 5,237,989            3,542,867           3,275,182
                                                             -------------------     ----------------     ---------------

          Total liabilities and stockholders' equity              $  6,461,357           $4,221,697          $4,014,307
                                                             ===================     ================     ===============

</TABLE>


See Accompanying Notes


<PAGE>

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

                                                                      THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                                    AUGUST 31 (Unaudited)                 AUGUST 31  (Unaudited)
                                                              ----------------------------------------------------------------------
                                                                    1999               1998              1999               1998
                                                              ----------------- ------------------- ---------------- ---------------
<S>                                                                 <C>                 <C>            <C>               <C>

REVENUES
  Advertising income                                                $ 633,183           $ 517,764      $ 1,560,395       $ 1,884,264
  Kiosk income                                                        107,503                   -          291,848                 -
  Programming and studio income                                        18,585                   -           18,585                 -
  Interest income                                                         770               3,363           11,045             6,822
                                                              ----------------- ------------------- ---------------- ---------------
          Total revenues                                              760,041             521,127        1,881,873         1,891,086

DIRECT COSTS                                                           26,850              53,198          103,383           350,671
COST OF GOODS SOLD                                                     90,816                   -          222,723                 -

                                                              ----------------- ------------------- ---------------- ---------------
GROSS MARGIN                                                          642,375             467,929        1,555,767         1,540,415
                                                              ----------------- ------------------- ---------------- ---------------

GENERAL AND ADMINISTRATIVE EXPENSES
  Wages and employee benefits                                         371,011             126,795          769,976           352,501
  Talent fees                                                         184,620              86,469          330,791           171,735
  Travel and entertainment                                             41,679              75,973          121,687           116,082
  Consulting and professional                                          87,768              56,160          246,219            89,958
  Advertising                                                          23,785              80,837           58,182           120,639
  Depreciation and amortization                                        60,226              30,907          154,488            77,084
  Postage and printing                                                105,778              25,888          161,172            70,275
  Rent                                                                 25,792              12,222           61,905            36,530
  Interest                                                                990              43,041            2,641            56,134
  Office supplies                                                      29,372              14,997           69,110            27,095
  Telephone                                                            28,241              11,651           63,529            21,171
  Other expenses                                                      108,310              47,537          331,018           200,004

                                                              ----------------- ------------------- ---------------- ---------------
          Total general and administrative expenses                 1,067,572             612,477        2,370,718         1,339,208
                                                              ----------------- ------------------- ---------------- ---------------
Net income (loss) before provision for income taxes                  (425,197)           (144,548)        (814,951)          201,207

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

Net income (loss)                                                  $ (425,197)         $ (144,548)       $(814,951)        $ 201,207
                                                              ================= =================== ================ ===============

Basic loss per share of common stock                                $   (0.04)          $   (0.03)        $  (0.07)         $   0.02

                                                              ================= =================== ================ ===============
Weighted average number of shares outstanding                      11,272,205           5,712,749       10,907,535         9,409,407
                                                              ================= =================== ================ ===============

</TABLE>

See Accompanying Notes


<PAGE>



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

                                                                                                    STOCK
                                                                ADDITIONAL       RETAINED       SUBSCRIPTION
                                       COMMON STOCK              PAID-IN          DEFICIT        RECEIVABLE         TOTAL
                                                                 CAPITAL
                                ---------------------------    -------------    ------------    --------------    -----------
                                  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               -                 -      1,267,000
 acquisition
Exercise of options and          1,307,593           1,308        1,502,352       (814,951)            7,098         689,459
 warrants
                                -----------    ------------    -------------    ------------    --------------    ------------

BALANCE, August 31, 1999        12,148,293       $  12,148      $ 6,699,214     $(1,299,714)     $  (173,659)     $5,231,641
                                ===========    ============    =============    ============    ==============    ============

</TABLE>


See Accompanying Notes


<PAGE>



                                                    NBG RADIO NETWORK, INC.
                              (formerly Nostalgia Broadcasting Corporation)
                                                   STATEMENTS OF CASH FLOWS

<TABLE>

                                                                                        NINE MONTHS ENDED
                                                                                             AUGUST 31
                                                                                            (Unaudited)
                                                                              -----------------------------------------
                                                                                     1999                  1998
                                                                              -------------------    ------------------
<S>                                                                                 <C>                     <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income or (Loss)                                                              $  (814,951)            $ 201,207
  Adjustments to reconcile net loss to cash from operating activities:
     Depreciation and amortization                                                      154,488                77,084


  Changes in assets and liabilities:
     Barter exchange receivables                                                         28,764              (206,616)
     Accounts receivable                                                                125,742              (670,673)
     Related-party receivables                                                                -                (2,500)
     Loan receivable                                                                   (167,200)                    -
     Stock subscription receivable                                                        7,098              (187,612)
     Inventory                                                                          (29,628)                    -
     Securities available for sale                                                      500,000                     -
     Deposits                                                                               200                (3,250)
     Accounts Payable                                                                    16,868                12,949
     Program contracts payable                                                          510,167                     -
     Accrued liabilities                                                                (58,715)              (64,163)
                                                                              -------------------    ------------------

          Net cash from operating activities                                            272,833              (843,574)
                                                                              -------------------    ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Issuance of common stock                                                         $  2,770,660          $  3,320,539
  Acquisition of investment securities                                                 (500,000)                    -
  Goodwill from subsidiary acquisition                                                 (656,027)               14,441
  Covenant not to compete from subsidiary acquisition                                  (721,093)                    -
  Acquisition of programming rights                                                    (748,750)                    -
  Acquisition of property and equipment                                                 (93,263)              (58,330)
                                                                              -------------------    ------------------

          Net cash from investing activities                                             51,527             3,276,650
                                                                              -------------------    ------------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Payments on long-term debt                                                           (484,077)             (131,567)
                                                                              -------------------    ------------------

          Net cash from financing activities                                           (484,077)             (131,567)
                                                                              -------------------    ------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   (159,717)            2,301,509
CASH, beginning of year                                                               1,855,666               112,693
                                                                              -------------------    ------------------

CASH, end of year                                                                   $ 1,695,949           $ 2,414,202
                                                                              ===================    ==================

</TABLE>

<PAGE>


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

                                                                                    NINE MONTHS ENDED AUGUST 31
                                                                                            (Unaudited)
                                                                              -----------------------------------------
                                                                                     1999                  1998
                                                                              -------------------    ------------------
<S>                                                                              <C>                   <C>

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

     Cash paid for interest                                                      $    2,641            $   56,134
                                                                              -------------------    ------------------
     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 long term debt                                 $        -            $  120,240
                                                                              -------------------    ------------------
     Issuance of common stock for services, net of stock subscription
      Receivable                                                                 $   22,323            $        -
                                                                              -------------------    ------------------

</TABLE>

See Accompanying Notes


<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 inter-company 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
             nine months ended August 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.


<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 months and nine months ended August 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/A 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 nine-month periods ended
August 31, 1999,  compared to the results of operations for the  three-month and
nine-month  periods  ended  August 31,  1998,  and to  changes in the  Company's
financial condition from November 30, 1998 to August 31, 1999.

      REVENUES.  Total  revenues for the three months ended August 31, 1999 were
$760,041  compared to total  revenues  of $521,127  for the same period in 1998,
representing an increase of $238,914,  or 46%. The increase in total revenue for
the third quarter is due to the increased  number of radio  stations  airing the
Company's  programs and the acquisition on new programs.  Total revenues for the
nine months ended August 31, 1999 were $1,881,873  compared to total revenues of
$1,891,086 for the same period in 1998, representing a decrease of $9,213 or 1%.
The small  decrease in total revenues for the nine months ended August 31, 1999,
was  principally due to  transitioning  from a blend of cash and barter sales in
the first nine months of 1998 to almost exclusively cash sales in the first nine
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 third quarter of 1998,  $307,758 of the $521,127 in total revenues,
or 59%, was barter transactions.  However, in the third quarter of 1999, $37,445
of the $760,041 in total revenues,  or 5%, was barter  transactions.  Thus, cash
sales for the third quarter of 1999 increased  $509,227,  or

<PAGE>

239% as compared to the same period in 1998.  For the nine months  ended  August
31, 1998,  $1,277,602 of the  $1,891,086 in total  revenues,  or 68%, was barter
transactions.  For the  nine  months  ended  August  31,  1999,  $37,445  of the
$1,881,873 in total revenues,  or 2%, was barter transactions.  As a result, for
the nine months ended August 31, 1999, cash revenues  increased  $1,230,944,  or
201%,  compared to the same period in 1998. The Company  anticipates that 90% of
total revenues for the year will consist of cash sales.

      DIRECT COSTS.  Direct costs for the three months ended August 31, 1999 and
1998 were $26,850 and $53,198, respectively, representing a decrease of $26,348,
or 50%. For the nine months  ended  August 31, 1999 and 1998,  direct costs were
$103,383 and $350,671,  representing a decrease of $247,288 or 71%. Direct costs
consist primarily of commissions paid to advertising  agencies.  The decrease in
direct costs for the third quarter of 1999, as well as for the nine months ended
August 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  August 31, 1999 was $90,816 or 84% of Kiosk sales.
Cost of goods sold for the nine months ended August 31, 1999 was $222,723 or 76%
of Kiosk  sales.  Cost of goods  sold as a  percentage  of  total  revenues  has
increased  due to a new label  product  the  Company  introduced  in the  second
quarter that contains  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 August 31, 1999 was
$642,375,  an increase of $174,446, or 37%, compared to the same period in 1998.
The increase in the dollar  amount of gross margin  during the third  quarter of
1999 was  principally  due to the Company  increasing  the number of advertising
clients  not  charging  an agency  commission  to the Company and an increase in
total  revenues of  $238,914.  Gross margin for the nine months ended August 31,
1999 was $1,555,767,  an increase of $15,352, or 1%, compared to the same period
in 1998.  The increase in gross margin for the nine months ended August 31, 1999
was  principally  due to the increased  number of  advertisers  not charging the
Company an agency commission.

      Gross  margin  for the  third  quarter  of 1999 was 85% of total  revenues
compared to 90% of total  revenues  for the same period in 1998.  The reason for
the decrease in gross  margin as a percentage  of total sales was due to the new
label product the Company introduced in the second quarter that has lower profit
margins than the Kiosk integration systems the Company currently produces. Gross
margin  for the nine  months  ended  August 31,  1999 was 83% of total  revenues
compared to 81% 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 a decrease in
gross margins on Kiosk and label sales.

<PAGE>


      GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative expenses
for the three  months  ended  August 31, 1999 was  $1,067,572,  representing  an
increase  of  $455,095,  or 74%,  over the same  period  in  1998.  General  and
administrative   expenses  for  the  nine  months  ended  August  31,  1999  was
$2,370,718, representing an increase of $1,031,510, or 77%, 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 has doubled staff
size and office  space.  As a result of this growth,  for the three months ended
August 31, 1999 wages and employee benefits  increased  $244,216,  or 193%, rent
increased $13,570,  or 111%,  telephone expenses increased $16,590, or 142%, and
office supply expense increased $14,375,  or 96%, compared to the same period in
1998.  In  addition,  postage and printing for the three months ended August 31,
1999 increased 79,890, or 309%,  compared to the same period in 1998,  primarily
due to the printing and mailing of the Company's  quarterly  travel  magazine to
over 10,000 travel agents across the United States.

      Also, as the Company  develops and acquires new  programming,  the Company
has signed high profile hosts for its programs. This has resulted in talent fees
increasing  $98,151,  or 114%,  during the third quarter of 1999 compared to the
same  period in 1998.  For the nine  months  ended  August 31,  1999,  wages and
employee benefits increased  $417,475,  or 118%, rent increased $25,375, or 69%,
telephone  expenses  increased  $42,358,  or 200%,  and  office  supply  expense
increased $42,015, or 155%. The Company incurred $28,419 in amortization expense
during the third  quarter of 1999 and $66,311 for the nine months  ended  August
31, 1999 as a result of the purchase of Mtek Technical Services, Inc. in January
1999. Management expects general and administrative expenses to continue to grow
as  the  Company  attempts  to  aggressively   pursue  the  acquisition  of  new
programming and the development of existing programs.

      INCOME TAXES. Due to loss carryforwards, there was no provision for income
taxes during the three months and nine months ended August 31, 1999 and 1998.

      NET LOSS AND  EARNINGS  PER  SHARE.  Net loss for the three  months  ended
August  31,  1999 was  $425,197,  or $.04 per share,  compared  to a net loss of
$144,548, or $0.03 per share, for the same period in 1998. Net loss for the nine
months ended August 31, 1999 was $814,951,  or $0.03 per share,  compared to net
income of $201,207,  or $0.02 share,  for the same period in 1998.  The loss for
1999 was mainly due to increased amortization expense, 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  12,148,293  and  10,091,694
shares  outstanding  on August  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 three 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 August 31, 1999 was  $1,695,949  compared to  $2,414,202  at
August 31, 1998.

<PAGE>

      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.

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,

<PAGE>

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 issue  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 90% of its vendors and 75% 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  $7,500 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 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.


<PAGE>


PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.

         (a) An Annual Meeting of Stockholders was held on July 27, 1999.

         (b) John A. Holmes, III, Peter Jacobsen,  Dick Versace, Steven R. Sears
         and Christopher J. Miller were elected as directors of the Company.

         (c) The only matter  voted upon at the Annual  Meeting of  Stockholders
         was the  election of  directors.  The results of the  election  were as
         follows:


--------------------- ----------- ------------------ ------------- ------------
Nominee                Votes For   Votes Against or   Abstentions     Broker
                                       Withheld                      Nonvotes
--------------------- ----------- ------------------ ------------- ------------
John A. Holmes, III    6,268,938          0               0              0
--------------------- ----------- ------------------ ------------- ------------
Peter Jacobsen         6,268,938          0               0              0
--------------------- ----------- ------------------ ------------- ------------
Dick Versace           6,268,938          0               0              0
--------------------- ----------- ------------------ ------------- ------------
Steven R. Sears        6,208,938       60,000             0              0
--------------------- ----------- ------------------ ------------- ------------
Christopher J. Miller  6,208,938       60,000             0              0
--------------------- ----------- ------------------ ------------- ------------


         (d)      None.


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
         --------------             ----------------------
              3.2         Amended and Restated Bylaws of NBG Radio Network, Inc.

              27          Financial Data Schedule


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


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