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 February 28, 2002  Commission File Number:0-24075


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


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


               520 SW Sixth Avenue, Suite 750

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


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



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


     The  registrant  has one  class of  Common  Stock  with  14,385,651  shares
outstanding as of April 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
                                     ------
                                                  February 28      February 28      November 30
                                                  (Unaudited)      (Unaudited)       (Audited)
                                                      2002             2001            2001

CURRENT ASSETS
<S>                                               <C>               <C>             <C>
Cash and cash equivalents                         $   189,978       $  238,607      $  321,402
Receivables:
  Accounts receivable, net of allowance for
  doubtful accounts of $60,000 in 2002 and in 2001
                                                    3,203,428        3,919,712       3,945,803
  Unbilled receivable                                       -          172,865               -
  Note receivable                                           -          167,200               -
  Related-party receivable                            224,354            5,790         219,354
  Barter exchange receivables                               -           81,880               -
  Sales representation agreements, net of
  amortization                                        309,721        2,972,086         402,637
  Prepaid expenses and other current assets
                                                       30,295          232,539          31,148
                                                  ------------     ------------    ------------

           Total current assets                     3,957,776        7,790,679       4,920,344

PROPERTY AND EQUIPMENT, net of accumulated
depreciation and amortization
                                                      176,830          179,373         197,183
GOODWILL, net of amortization                       2,704,034          938,354       2,911,187

INTANGIBLE ASSETS, net of amortization
                                                      813,327          220,334         957,093
OTHER ASSETS                                          130,000                -         137,500
                                                  ------------     ------------    ------------

          Total assets                            $ 7,781,967      $ 9,128,740     $ 9,123,307
                                                  ============     ============    ============

</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
<S>                                               <C>               <C>             <C>
  Line of credit                                  $         -       $  400,000      $        -
  Accounts payable                                    959,710          340,692       1,438,382
  Accrued liabilities                               1,048,230            3,939         447,531
  Barter exchange payables                             30,108                -          29,339
  Sales representation agreement
  liabilities                                       1,154,370        2,182,049       1,203,095
  Current portion of long-term debt                   450,000                -         300,000
                                                  ------------      -----------     -----------

          Total current liabilities                 3,642,418        2,926,680       3,418,347

LONG-TERM DEBT                                      3,886,667                -       3,929,167

STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value,
5,000,000 authorized and unissued                           -                -               -
Common stock, $.001 par value;
50,000,000 common shares authorized
14,385,651, 13,321,831, and 14,385,651
common shares issued and outstanding at
February 28, 2002, February 28, 2001,
and November 30, 2001 respectively                     14,386           13,322          14,386
  Additional paid-in-capital                       11,290,611        7,587,094      11,290,611
  Retained deficit                                (10,832,853)      (1,398,816)     (9,306,807)
  Stock subscription receivable                      (219,262)             460        (222,397)
                                                  ------------     ------------    ------------

          Total stockholders' equity                  252,882        6,202,060       1,775,793
                                                  ------------     ------------    ------------

          Total liabilities and
          stockholders' equity                    $ 7,781,967      $ 9,128,740     $ 9,123,307
                                                  ============     ============    ============



See Accompanying Notes
</TABLE>

                                       3
<PAGE>
                                                         NBG RADIO NETWORK, INC.
                                                        STATEMENTS OF OPERATIONS

                                              THREE MONTHS ENDED FEBRUARY 28,
                                                      2002 and 2001
                                                       (Unaudited)
                                            ---------------------------------
                                                 2002               2001
                                            --------------     --------------

REVENUES
  Advertising income                        $   2,708,553      $   2,826,898
  Kiosk income                                    342,163             89,500
                                            --------------     --------------
          Total revenues                        3,050,716          2,916,398


DIRECT COSTS                                    2,350,291          2,104,854
                                            --------------     --------------
GROSS MARGIN                                      700,425            811,544
                                            --------------     --------------

GENERAL AND ADMINISTRATIVE EXPENSES
  Wages and employee benefits                     497,395            625,608
  Travel and entertainment                         27,816             91,680
  Consulting and professional                     799,460            109,096
  Advertising                                      15,117             13,909
  Depreciation and amortization                   381,622            107,516
  Postage and printing                             33,990             30,311
  Rent                                             45,479             31,059
  Office supplies                                  17,690             22,796
  Telephone                                        12,919             24,899
  Other expenses                                   80,899             92,826
                                            --------------     --------------
          Total general and
          administrative expenses               1,912,387          1,149,700
                                            --------------     --------------
Net loss before provision for income taxes
                                               (1,211,962)          (338,156)
OTHER INCOME (EXPENSE)
   Interest income                                  1,575              3,587
   Interest expense                              (315,659)           (16,321)
                                            --------------     --------------
Total other income (expense)                     (314,084)           (12,734)
                                            --------------     --------------

Provision for income taxes                              -            125,000
                                            --------------     --------------

Net loss                                    $  (1,526,046)      $   (475,890)
                                            ==============     ==============

Basic and diluted loss per share of
common stock                                $       (0.11)      $      (0.04)
                                            ==============     ==============
Weighted average number of shares
outstanding - basic and diluted                14,385,651         12,955,341
                                            ==============     ==============


See Accompanying Notes

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                         NBG RADIO NETWORK, INC.
                                   STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                                                     (Unaudited)


                                                                                                            Other
                                                            Additional                        Stock       Comprehen-
                                       Common Stock          Paid-In       Retained       Subscription      sive
                                                             Capital        Deficit       Receivable       Income         Total
                                 ------------------------  ------------   ------------    ------------   -----------   -----------
                                   Shares      Amount
                                 ----------   ----------
BALANCE, November 30, 2000
<S>                              <C>          <C>           <C>           <C>              <C>            <C>         <C>
(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
Service provided for payment
of subscribed shares                      -            -               -             -           3,135           -         3,135
Net loss for the period                   -            -               -    (1,526,046)              -           -    (1,526,046)
                                 ----------   ----------    ------------   ------------    ------------   --------   ------------

BALANCE  February 28, 2002       14,385,651   $  14,386     $11,290,611   $(10,832,853)    $  (219,262)   $      -   $   252,882
(unaudited)                      ==========   ==========    ============   ============    ============   ========   ============

</TABLE>

See Accompanying Notes

                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                         NBG RADIO NETWORK, INC.
                                                        STATEMENTS OF CASH FLOWS

                                                                       THREE MONTHS ENDED FEBRUARY 28
                                                                                 (Unaudited)
                                                                  ------------------------------------------
                                                                          2002                   2001
                                                                  ---------------------     ----------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                     <C>                     <C>
  Net Loss                                                              $   (1,526,046)          $ (475,890)
  Adjustments to reconcile net loss to cash from operating
activities:
     Depreciation and amortization                                             381,622              107,516
     Amortization of discount on long-term debt                                107,500                    -
     Services provided in payment of subscribed shares                           3,135               14,573
  Changes in assets and liabilities:
     Accounts receivable                                                       742,375               (6,013)
     Unbilled receivable                                                             -               22,874
     Related party receivable                                                   (5,000)              76,452
     Barter exchange receivable/payable                                            769                    1
     Prepaid expenses and other current assets                                     853             (104,981)
     Sales representation agreement amortization                                92,916              217,917
     Net change in programming contract liabilities                            (48,725)            (857,678)
     Accounts payable                                                         (478,672)            (240,438)
     Accrued liabilities                                                       600,699             (159,973)
                                                                  ---------------------     ----------------

          Net cash from operating activities                                  (128,574)          (1,405,640)
                                                                  ---------------------     ----------------


CASH FLOWS FROM INVESTING ACTIVITIES
  Issuance of common stock                                                  $        -           $  547,000
  Stock options exercised                                                            -              245,375
  Acquisition of property and equipment                                         (2,850)              (2,751)
                                                                  ---------------------     ----------------

          Net cash from investing activities                                    (2,850)             789,624
                                                                  ---------------------     ----------------


CASH FLOWS FROM FINANCING ACTIVITIES

          Net cash from financing activities                                         -                    -
                                                                  ---------------------     ----------------

NET DECREASE IN CASH AND CASH EQUIVALENTS
                                                                              (131,424)            (616,016)
CASH, beginning of year                                                        321,402              854,623
                                                                  ---------------------     ----------------

CASH, end of year                                                          $   189,978           $  238,607
                                                                  =====================     ================

</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                                                     NBG RADIO NETWORK, INC.
                                                                                    STATEMENTS OF CASH FLOWS

                                                                       THREE MONTHS ENDED FEBRUARY 28
                                                                                (Unaudited)
                                                                 -------------------------------------------
                                                                         2002                    2001
                                                                 ----------------------     ----------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<S>                                                                       <C>                    <C>
     Cash paid for interest                                               $    315,659           $   16,321
                                                                 ======================     ================

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES
     Capitalization of programming contract assets and
     recognition of related liabilities                                   $          -           $  288,000
                                                                 ======================     ================
     Issuance of common stock for services, net of stock
     subscription receivable of ($219,262 and $222,397)                   $          -           $   14,573
                                                                 ======================     ================


</TABLE>

See Accompanying Notes

                                       7
<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, 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 the
industry in exchange for commercial  broadcast time,  which the Company sells to
national advertisers.

In June 2001, NBG Radio Network, Inc., completed the acquisition of Glenn Fisher
Entertainment  Corporation  ("GFEC")  (see Note 4),  which became a wholly owned
subsidiary of the Company involved in the creation, production, and distribution
of national  radio  programs.  The Company also owns and operates NBG Solutions,
Inc. a wholly owned subsidiary involved in providing design,  installation,  and
support for interactive  kiosks. Two additional wholly owned  subsidiaries,  NBG
Travel  Exclusives,  Inc., and NBG  Interactive,  Inc., which had no significant
activity  during 2001 and 2000 were disposed of by the Company.  All significant
inter-company  accounts and transactions have been eliminated in the preparation
of the consolidated financial statements.

NOTE 2 - PRINCIPLES OF CONSOLIDATION

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

The  interim  financial   statements  have  been  prepared  in  accordance  with
accounting  principles  generally  accepted in the United  States of America for
interim  financial  information.  Accordingly,  they do not  include  all of the
information and footnotes required by accounting  principles  generally accepted
in the United States of America for complete financial statements. The financial
information  included in this  interim  report has been  prepared by  management
without audit by independent  public  accountants.  The Company's  annual report
contains  audited  financial  statements.  In the  opinion  of  management,  all
adjustments, including normal recurring accruals necessary for fair presentation
of results of operations for the interim periods included herein have been made.
The results of operations  for the three months ended  February 28, 2002 are not
necessarily indicative of results to be anticipated for the year ending November
30, 2002.

NOTE 3 - 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.

                                       8
<PAGE>
NOTE 4 - ACQUISITION OF GLENN FISHER ENTERTAINMENT CORPORATION

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

The acquisition was accounted for as a purchase.  Accordingly, the excess of the
fair  value of assets  acquired  over  liabilities  assumed  was  recognized  as
goodwill, and is being amortized over its expected useful life of five years. In
addition,  identifiable intangible assets (sales representation contract rights)
have been  recognized  and will be  amortized  over the lives of the  underlying
assets,  which  have a  weighted  average  life  of  2.5  years.  The  following
summarizes the fair value of the assets acquired and liabilities  assumed in the
Company's purchase of GFEC.

   Goodwill                                                     $     4,332,443
   Identifiable intangibles (sales representation contract rights)    1,518,688
   Assets acquired                                                      733,287
   Liabilities assumed                                                 (764,239)
   Non-refunded prepayments on contracts with
   GFEC terminated at acquisition                                      (539,754)
                                                             -------------------

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

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

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

As part of the acquisition by NBG, Glenn Fisher,  the former  president and sole
shareholder of GFEC,  entered into a three-year  consulting  agreement with NBG.
Terms of the  consulting  agreement  provide for monthly  payments of $16,667 to
Fisher for the three-year period covered by the agreement.

The following pro forma condensed financial  information has been prepared using
the  purchase  method of  accounting  and is based on the  historical  financial
statements of the Company and GFEC assuming the  acquisition  had been concluded
at the beginning of the periods  presented.  The pro forma  condensed  financial
information  combines GFEC's statements of operations for the three months ended
March 31, 2001,  with the  statement of  operations of the Company for the three
months ended February 28, 2001, and GFEC's year ended December 31, 2001 with the
statement  of  operations  of the Company for the year ended  November 30, 2001.
Certain  amounts  in the  historical  financial  statements  of GFEC  have  been
reclassified and adjusted to conform

                                       9
<PAGE>
with  the  Company's  historical  financial   presentation.   All  inter-company
transactions have been eliminated.
<TABLE>
<CAPTION>

                                 Three Months Ended February 28,                 Year Ended November 30,
                        ---------------------------------------------------------------------------------------------
                               2001                    2001                    2001                    2001
                             Historical               Pro Forma              Historical              Pro Forma
                        ---------------------   ----------------------  ----------------------  ---------------------

<S>                       <C>                    <C>                     <C>                    <C>
Revenues                  $    2,916,398          $    2,957,053         $     13,546,176        $   13,570,401
Net loss                  $     (475,890)         $   (1,357,857)        $     (8,383,881)       $  (10,469,355)
Loss per share (diluted)  $        (0.04)         $        (0.10)        $          (0.60)       $        (0.75)
</TABLE>



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


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


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

o A decline in national and regional advertising

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

o  Loss of executive management personnel

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

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

o  Ability to predict public taste with respect to entertainment programs

Three Months Ended February 28, 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,  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  period  ended  February  28, 2002,
compared to the results of operations for the three-month  period ended February
28, 2001, and to changes in the Company's  financial condition from November 30,
2001 to February 28, 2002.

    REVENUES.  Total  revenues for the three months ended February 28, 2002 were
$3,050,716  compared  to  revenues  of  $2,916,398  for the same period in 2001,
representing  an  increase of  $134,318,  or 5%.  This  increase  was due to NBG
Solutions,  Inc.  increasing its sales from $89,500 in 2001 to $342,163 in 2002.
The primary reason for the increase was the development of new

                                       10
<PAGE>
clients and increasing sales with existing  clients.  Advertising  revenues were
slightly lower. The main reason for the decline in advertising  revenues is that
advertising  rates were lower for the first three months of 2002 compared to the
same period in 2001, mainly  attributable to the economic conditions existing at
the end of 2001 and the  beginning  of 2002.  The lower  advertising  rates were
partially offset by an increase in the volume of advertising  available for sale
and sold in the first quarter of 2002.

    DIRECT COSTS.  Direct costs for the three months ended February 28, 2002 and
2001 were $2,350,291 and $2,104,854,  respectively,  representing an increase of
$245,437, or 12%. The increase is due primarily to the increase in the number of
programs and services the Company currently  provides.  The Company is currently
producing seven more programs than it did at the same time last year,  which has
lead to an increase in the total cost of producing the Company's  programs.  The
Company's  current focus is on long-form  programs,  which are more expensive to
produce due to the  increased  cost of delivery of the program via  satellite or
multiple CD  distribution  and the extra telephone  charges  incurred for caller
driven  programs.  However,  long-form  programs  also provide  more  commercial
broadcast inventory for the Company.

    GROSS MARGIN.  Gross margin for the three months ended February 28, 2002 was
$700,425, a decrease of $111,119,  or 14%, compared to the same period 2001. The
decrease in gross margin resulted from two factors. First, the Company increased
its long-form program lineup and its presence in top media markets which lead to
higher direct costs.  Second,  advertising  rates dropped  significantly  as the
economy  weakened.  The combination of these events led to the decrease in gross
margin.

    GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses for
the three  months  ended  February  28, 2002 were  $1,912,387,  representing  an
increase  of  $762,687,  or 66% over the same  period in 2001.  The  increase is
primarily  due  to  an  increase  in  consulting  and   professional   fees  and
depreciation  and  amortization   expense.   Consulting  and  professional  fees
increased $690,364 primarily as a result of an amendment fee ($200,000) to amend
its Credit Facility  Agreement with its lender and advisory fees ($400,000) paid
to  its  lender.   Depreciation  and  amortization  expense  increased  $274,106
primarily due to an increase in  amortization  expense from the  acquisition  of
GFEC on June 29, 2001.  These costs were offset in part by  reductions  in other
categories of general and administrative expenses.

    OTHER INCOME (EXPENSE).  Other income (expense)  increased  $302,070 for the
three months ended  February 28, 2002  compared to the same period in 2001.  The
increase is primarily due to interest expense increasing $299,338 as a result of
the debt incurred in connection with the GFEC acquisition.

    INCOME TAXES.  Due to loss carry  forwards there was no provision for income
taxes  during the three months  ended  February  28, 2002.  The Company paid and
expensed  $125,000  in  estimated  taxes  for the same  period  2001,  which was
subsequently refunded.

    NET LOSS AND  EARNINGS  PER  SHARE.  Net loss  for the  three  months  ended
February 28, 2002 was $1,526,046,  or $0.11 per diluted share.  Net loss for the
three months ended  February 28, 2001 was $475,890,  or $0.04 per diluted share.
The $1,050,156  increased loss for 2002 was attributable to a $690,364  increase
in consulting and  professional  fees, a $274,106  increase in depreciation  and
amortization expense, and an increase of $299,338 in interest expense.

                                       11
<PAGE>
    Basic and diluted  earnings  per share are based upon a weighted  average of
14,385,651  and  12,955,341  shares  outstanding  on February 28, 2002 and 2001,
respectively.

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

Historically,  the Company has financed its cash flow requirements  through cash
flows generated from operations and financing activities.  The Company's working
capital at February 28, 2002 was $320,000  compared to $1.50 million at February
28, 2001. The $1.18 million  decrease in working capital was primarily due to an
increase in accounts  payable and accrued  liabilities  as well as a decrease in
sales representation  assets that were eliminated as inter-company  transactions
as a result of the acquisition of GFEC on June 29, 2001.

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


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

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


On June 29, 2001, the Company  acquired GFEC for  approximately  $5.3 million in
cash. The acquisition  was financed  through a $6.2 million credit facility with
MCG Finance  Corporation  ("MCG").  The credit facility was amended February 28,
2002.  The  surplus  funds  from the  credit  facility  were used to retire  the
Company's  $500,000 line of credit with Western Bank, pay various fees and costs
associated with the acquisition, and increase the Company's working capital. The
credit  facility  is  secured  by all of the  Company's  assets,  including  its
intellectual property and the stock of its subsidiaries.  The credit facility is
structured to allow for the  possibility  of an additional $10 million in future
financing.  The  interest  rate on the  amounts  outstanding  under  the  credit
facility is comprised of two parts; a deferred fixed rate of 3.0% and a variable
rate. On February 28, 2002, the variable interest rate equaled 9.909% 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. If the Company is
not able to meet the

                                       12
<PAGE>
covenants on the predetermined  measurement dates, the lender may accelerate the
entire balance of the credit facility.

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

As part of the consideration for the credit facility, the Company issued an
option to acquire warrants to purchase shares of common stock to MCG. To
exercise the option to acquire warrants, MCG must agree to forgo collection of
one-half of the fixed portion of the interest rate. The option to acquire
warrants is exercisable immediately and will expire upon the termination of the
credit facility. If the option to acquire warrants is exercised, MCG will
receive warrants to acquire 4,850,235 shares of the Company's common stock. The
warrants provide that 4,084,408 of these common shares may be acquired at an
exercise price of $1.20 per share and the remaining 765,827 common shares may be
acquired at an exercise price of $3.00 per share. The warrants become
immediately exercisable and will expire on June 30, 2011.

Despite the unfavorable operating results for 2001, management believes that its
operating  cash  flows  will be  sufficient  to meet its  prospective  needs for
working  capital for the next twelve  months.  However,  if the Company does not
perform as management  expects,  then it may become necessary to seek additional
or alternative sources of financing. There is no assurance that the Company will
be able to locate a source of financing  willing to offer terms  satisfactory to
the Company.  In addition,  the Company's  indebtedness  presents other risks to
investors,  including the possibility that the Company may be unable to generate
cash  sufficient to make the principal and interest  payments when due or comply
with financial covenants. Should the Company fail to make such a payment or fail
to comply with the financial covenants, then the entire balance of the Company's
credit  facility may become due and  immediately  payable.  These  actions would
likely have a material adverse effect on the Company.

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

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

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

In July 2001, the FASB also issued SFAS No. 141,  "Business  Combinations,"  and
No. 142,  "Goodwill and Other  Intangible  Assets." These  standards  change the
accounting for business  combinations  by, among other things,  prohibiting  the
prospective use of pooling-of-interests

                                       13
<PAGE>
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 affect 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, 2003, the Company will no longer amortize goodwill.  Based on the
current recorded balance of goodwill,  this accounting change will reduce annual
amortization expense by approximately  $829,000. The impact of ceasing to record
goodwill  amortization  will be an increase in the Company's  annual net income,
after taxes, of approximately $557,000.

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

In September  2000, the FASB issued SFAS No. 140,  "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities - a Replacement
of FASB Statement No. 125." SFAS No. 140 revises the criteria for accounting for
securitizations  and other  transfers of  financial  assets and  collateral.  In
addition, SFAS No. 140 requires certain additional  disclosures.  Except for the
new disclosure provisions,  which were effective for the year ended November 30,
2000, SFAS No. 140 was effective for the transfer of financial  assets occurring
after March 31, 2001.  The provisions of SFAS No. 140 did not have a significant
effect on the Company's consolidated financial statements.



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


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

(a) The following exhibits are attached:

         10.1 Amendment to Credit Facility Agreement dated February 28, 2002.

         10.2 MCG Capital Corporation Advisory and Assistance Engagement Letter
              dated March 7, 2002.


(b) Reports on form 8-K. No reports on Form 8-K were required to be filed during
the quarter ended February 28, 2002.


                                       14
<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:  April 15, 2002      By:  /s/ John J. Brumfield
                                --------------------------------------------
                                John J. Brumfield, Chief Financial Officer
                                Vice President, Finance
                                (Principal Financial and Accounting Officer)


                                       15