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

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

For the Quarterly Period Ended May 31, 2000  Commission File Number:  0-24075


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


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


                     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  12,220,293  shares
outstanding as of July 7, 2000.


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


<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                                         NBG RADIO NETWORK, INC.
                                                                  BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                          ASSETS

                                                           May 31                    May 31             November 30
                                                        (Unaudited)               (Unaudited)            (Audited)
                                                  ---------------------------------------------------------------------
                                                            2000                      1999                 1999
                                                  -------------------------     -----------------    ------------------
<S>                                                            <C>                    <C>                      <C>
CURRENT ASSETS
  Cash and cash equivalents                                    $   480,948            $  956,843           $   892,092
  Marketable equity securities, at fair value                      468,750                     -               468,750
  Barter exchange receivables                                      171,494               223,108               148,136
  Accounts receivable, net of allowance for
   doubtful accounts of $1,200 in 2000 and 1999                  3,536,402               993,152             2,121,207
  Loan receivable                                                  167,200                55,733                     -
  Related-party receivable                                          99,742                14,462                47,462
  Supplies inventory                                                27,724                     -                29,278
  Sales representation agreements, net of                        1,633,670                     -             1,155,689
   accumulated amortization
                                                  -------------------------     -----------------    ------------------

           Total current assets                                  6,585,930             2,243,298             4,862,614
                                                  -------------------------     -----------------    ------------------

PROPERTY AND EQUIPMENT, net of accumulated                         209,923               182,350               202,713
depreciation

DEPOSITS                                                             1,000                 3,050                 1,000


INTANGIBLE ASSETS, net of amortization                           1,444,413             2,638,228             1,634,897

                                                  -------------------------     -----------------    ------------------

          Total assets                                        $  8,241,266          $  5,066,926           $ 6,701,224
                                                  =========================     =================    ==================

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                           LIABILITIES AND STOCKHOLDERS' EQUITY


                                                           May 31                    May 31             November 30
                                                        (Unaudited)               (Unaudited)            (Audited)
                                                  ------------------------- ------------------------ ------------------
                                                            2000                      1999                 1999
                                                  -------------------------     -----------------    ------------------
<S>                                                            <C>                     <C>                 <C>
CURRENT LIABILITIES
  Accounts payable                                             $   252,197             $ 191,305           $   179,649
  Accrued liabilities                                               10,323                 4,146                31,615
  Deferred programming revenue                                     500,000                     -               500,000
  Sales representation agreement liabilities                     1,327,559               699,354             1,155,689
  Current portion of long-term debt                                      -                 3,036                     -
                                                  -------------------------     -----------------    ------------------

          Total current liabilities                              2,090,079               897,841             1,866,953
                                                  -------------------------     -----------------    ------------------

OTHER LIABILITIES
  Long-term debt, net of current portion                                 -                     -                     -
  Deferred income tax liability                                          -                 9,789                     -
                                                  -------------------------     -----------------    ------------------

          Total other liabilities                                        -                 9,789                     -
                                                  -------------------------     -----------------    ------------------

STOCKHOLDERS' EQUITY
  Preferred stock, $.001 par value,
    5,000,000 shares authorized, none
    issued (see note 4)
  Common stock, $.001 par value; 50,000,000                         12,220                10,840                12,160
    shares authorized, 12,220,293 and
    10,840,700 shares issued and outstanding
    at May 31, 2000 and May 31, 1999,
    respectively  (see note 4)
  Additional paid-in-capital                                     6,740,852             5,196,862             6,708,412
  Retained deficit                                                (520,726)             (874,517)             (1749038)
  Stock subscription receivable                                    (49,909)             (173,889)             (106,013)
  Unrealized loss on marketable equity                             (31,250)                    -               (31,250)
    securities, net of tax
                                                  -------------------------     -----------------    ------------------

          Total stockholders' equity                             6,151,187             4,159,296             4,834,271
                                                  -------------------------     -----------------    ------------------

          Total liabilities and stockholders'                 $  8,241,266            $5,066,926            $6,701,224
          equity
                                                  =========================     =================    ==================
</TABLE>

See Accompanying Notes
<PAGE>

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

                                                   THREE MONTHS ENDED May 31                   SIX MONTHS ENDED May 31
                                                          (Unaudited)                                (Unaudited)
                                           -------------------------------------------------------------------------------------
                                                 2000                   1999                   2000                  1999
                                           ------------------    --------------------    ------------------    -----------------
<S>                                              <C>                       <C>                 <C>                    <C>

REVENUES
  Advertising income                             $ 3,414,227               $ 776,668           $ 5,263,234            $ 927,212
  Kiosk income                                        42,630                 121,480               118,346              184,345
  Interest income                                         32                   1,237                 5,292               10,275
                                           ------------------    --------------------    ------------------    -----------------
          Total revenues                           3,456,889                 899,385             5,386,872            1,121,832


COST OF GOODS SOLD                                 1,129,974                 258,377             1,704,472              354,611
                                           ------------------    --------------------    ------------------    -----------------
GROSS MARGIN                                       2,326,915                 641,008             3,682,400              767,221
                                           ------------------    --------------------    ------------------    -----------------

GENERAL AND ADMINISTRATIVE EXPENSES
  Wages and employee benefits                        397,394                 237,323               764,638              398,965
  Travel and entertainment                            52,812                  45,448                88,614               80,008
  Consulting and professional                        114,024                  72,000               208,705              158,451
  Advertising                                         12,208                  20,793                22,511               34,397
  Depreciation and amortization                      575,470                  57,097             1,093,919               94,262
  Postage and printing                                41,330                  31,909                70,195               55,394
  Rent                                                24,689                  17,965                49,036               36,113
  Interest                                               857                   1,289                 1,490                1,651
  Office supplies                                     14,690                  32,814                27,343               39,738
  Telephone                                           28,301                  21,460                40,077               35,288
  Other expenses                                      26,613                 162,089                87,560              222,708
                                           ------------------    --------------------    ------------------    -----------------
          Total general and                        1,288,388                 700,187             2,454,088            1,156,975
          administrative expenses          ------------------    --------------------    ------------------    -----------------

Net income (loss) before provision for             1,038,527                 (59,179)            1,228,312             (389,754)
  income taxes
Provision for income taxes                                 -                       -                     -                    -
                                           ------------------    --------------------    ------------------    -----------------
Net income (loss)                                $ 1,038,527             $   (59,179)          $ 1,228,312          $  (389,754)
                                           ==================    ====================    ==================    =================

Basic loss per share of common stock               $    0.09              $    (0.01)            $    0.10            $   (0.04)
                                           ==================    ====================      =================   =================
Weighted average number of shares                 12,190,293              10,840,700            12,175,293           10,724,033
outstanding                                ==================    ====================    ==================    =================

</TABLE>

See Accompanying Notes

<PAGE>


                                                         NBG RADIO NETWORK, INC.
                                              STATEMENTS OF STOCKHOLDERS' EQUITY
                                                                     (Unaudited)
<TABLE>
<CAPTION>
                                                                                            STOCK
                                                        ADDITIONAL        RETAINED       SUBSCRIP-TION       OTHER
                               COMMON STOCK              PAID-IN           DEFICIT       RECEIVABLE       COMPREHEN-SIVE    TOTAL
                                                         CAPITAL                                            INCOME
                        ---------------------------    -------------     ------------    ------------     ------------    ----------
                          SHARES          AMOUNT
                        ------------    -----------
<S>                       <C>                <C>            <C>            <C>             <C>               <C>            <C>
BALANCE, November 30,     1,110,000          1,110          493,363        (285,740)               -                -       208,733
 1997

Issuance of common          232,250            232          337,968                -       (180,757)                -       157,443
 shares for services
Issuance of common          220,220            220          120,020                -               -                -       120,240
 shares for cancellation
 of notes payable
Private placement of        750,000            750        1,999,250                -               -                -     2,000,000
 common stock
Exercise of options       1,184,430          1,184          986,605                -               -                -       987,789
 and 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,    10,490,700      $  10,490      $ 3,930,212      $ (484,763)     $ (180,757)         $      -    $3,275,182)
 1998

Issuance of common          350,000            350        1,266,650                -               -                -     1,267,000
 shares for business
 acquisition
Exercise of options       1,319,593          1,320        1,511,550                -               -                -     1,512,870
 and warrants
Services provided for             -              -                -                -          74,744                -        74,744
 payment of subscribed
 shares
Net loss for the year             -              -                -                -               -                -
Change in unrealized              -              -                -                -               -         (31,250)       (31,250)
 loss on marketable
 securities
                        ------------    -----------    -------------     ------------    ------------     ------------   -----------
                        ------------    -----------    -------------     ------------    ------------     ------------   -----------
BALANCE, November 30,    12,160,293      $  12,160      $ 6,708,412      $(1,749,038)    $ (106,013)       $ (31,250)    $4,834,271
1999                    ============    ===========    =============     ============    ============     ============   ===========

Services provided for             -              -                -                -          56,104                -        56,104
 payment of subscribed
 shares
Exercise of options          60,000             60           32,440                -               -                -        32,500
Net income                        -              -                -        1,228,312               -                -     1,228,312
                        ------------    -----------    -------------     ------------    ------------     ------------   -----------
BALANCE, May 31, 2000    12,220,293      $  12,220      $ 6,740,852      $  (520,726)      $ (49,909)      $ (31,250)    $6,151,187
                        ============    ===========    =============     ============    ============     ============   ===========
</TABLE>

See Accompanying Notes

<PAGE>

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

                                                                           SIX MONTHS ENDED MAY 31
                                                                                 (Unaudited)
                                                                  ------------------------------------------
                                                                          2000                   1999
                                                                  ---------------------     ----------------
<S>                                                                      <C>                     <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income/Loss                                                        $   1,228,312           $ (389,754)
  Adjustments to reconcile net income/loss to cash from
   operating activities: Depreciation and amortization                       1,093,919               94,262
  Services provided in payment of subscribed shares                             56,104                6,868
  Changes in assets and liabilities:
     Barter exchange receivables                                               (23,358)              18,570
     Accounts receivable                                                    (1,415,195)             182,178
     Loan receivable                                                          (167,200)             (55,733)
     Related party receivables                                                 (52,280)                   -
     Supplies inventory                                                          1,554                    -
     Sales representation agreements                                        (1,354,994)                   -
     Deposits                                                                        -                  200
     Payments on programming contract liabilities                              171,870              699,354
     Accounts payable                                                           72,548               15,103
     Accrued liabilities                                                       (21,292)             (63,740)
                                                                  ---------------------     ----------------
          Net cash from operating activities                                  (410,012)             507,308
                                                                  ---------------------     ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Issuance of common stock                                                $     32,500          $ 1,267,000
  Goodwill from subsidiary acquisition                                               -             (656,027)
  Covenant not to compete from subsidiary acquisition                                -             (721,093)
  Acquisition of programming rights                                                  -             (748,750)
  Acquisition of property and equipment                                        (33,632)             (65,049)
                                                                  ---------------------     ----------------
          Net cash from investing activities                                    (1,132)            (923,919)
                                                                  ---------------------     ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on long-term debt                                                         -             (482,212)
                                                                  ---------------------     ----------------
          Net cash from financing activities                                         -             (482,212)
                                                                  ---------------------     ----------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          (411,144)            (898,823)
CASH, beginning of year                                                        892,092            1,855,666
                                                                  ---------------------     ----------------
CASH, end of year                                                          $   480,948           $  956,843
                                                                  =====================     ================
</TABLE>
<PAGE>


                                                         NBG RADIO NETWORK, INC.
                                                        STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                          SIX MONTHS ENDED MAY 31
                                                                                (Unaudited)
                                                                 -------------------------------------------
                                                                         2000                    1999
                                                                 ----------------------     ----------------
<S>                                                                     <C>                       <C>

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for interest                                             $        1,490            $   1,651
                                                                 ======================     ================

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES
     Capitalization of programming contract assets and
       recognition of related liabilities                               $    1,354,994           $  748,750
                                                                 ======================     ================
     Issuance of common stock for subsidiary acquisition                $            -           $1,267,000
                                                                 ======================     ================
     Issuance of common stock for services, net of stock                $       56,104           $   22,553
       subscription receivable ($55,125 and $177,084)            ======================     ================

</TABLE>

See Accompanying Notes

<PAGE>


NOTE 1    -  ORGANIZATION AND BUSINESS ACTIVITY

             NBG Radio Network,  Inc. (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  has  been  involved  in  the  acquisition,   creation  and
             syndication of national radio  programming and music production and
             distribution.  In January 1999, NBG Radio Network,  Inc.  completed
             the acquisition of M-Tek Technical Services, Inc., which became NBG
             Solutions,  Inc., a wholly owned subsidiary of the Company involved
             in  providing  design,  installation,  and support for  interactive
             kiosks and card-based customer loyalty programs.

NOTE 2    -  PRINCIPLES OF CONSOLIDATION

             The interim consolidated financial  statements include the accounts
             NBG  Radio  Network, Inc.  and its wholly  owned subsidiaries,  NBG
             Solutions, Inc. and NBG Travel Exclusives, Inc., after  elimination
             of intercompany transactions and balances.

             The interim  financial  statements have been prepared in accordance
             with generally accepted accounting principles for interim financial
             information.   Accordingly,   they  do  not   include  all  of  the
             information and footnotes required by generally accepted accounting
             principles  for  complete  financial   statements.   The  financial
             information  included in this interim  report has been  prepared by
             management  without audit by independent  public accountants who do
             not express an opinion  thereon.  The Company's  annual report will
             contain audited financial statements. In the opinion of management,
             all adjustments,  including normal recurring accruals necessary for
             fair  presentation of results of operations for the interim periods
             included  herein have been made.  The results of operations for the
             six months  ended May 31, 2000 are not  necessarily  indicative  of
             results to be  anticipated  for the year ending  November 30, 2000.
             Certain  amounts for 1999 have been  restated  to conform  with the
             2000 presentation.

NOTE 3    -  EARNINGS PER COMMON SHARE

             Earnings per common share is  calculated  by dividing net income by
             the weighted average shares outstanding.

NOTE 4  -    AUTHORIZED SHARES

             On April 16, 2000 stockholders approved amendments to the Company's
             Articles of  Incorporation  (1) increasing  the  authorized  common
             stock to 50,000,000 shares, and (2) authorizing 5,000,000 shares of
             preferred  stock.  Articles of amendment  confirming  this approval
             have not been filed with the Nevada Secretary of State.

<PAGE>

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

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

o    A decline in national and regional advertising

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

o    Loss of executive management personnel

o    Ability to maintain and establish new relations with radio stations

o    Ability to predict public taste with respect to entertainment programs

Three-Month and Six-Month Periods Ended May 31, 2000 and May 31, 1999
---------------------------------------------------------------------
      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,  1999,  as amended,  on file with the  Securities  and
Exchange  Commission.  The  following  discussion  and analysis  pertains to the
Company's  results of operations for the three-month and six-month periods ended
May 31, 2000,  compared to the results of  operations  for the  three-month  and
six-month periods ended May 31, 1999, and to changes in the Company's  financial
condition from November 30, 1999 to May 31, 2000.

      REVENUES.  Total  revenues  for the three  months  ended May 31, 2000 were
$3,456,889  compared to total  revenues of $899,385 for the same period in 1999,
representing  an increase of  $2,557,504,  or 284%.  Total  revenues for the six
months  ended  May 31,  2000  were  $5,386,872  compared  to total  revenues  of
$1,121,832 for the same period in 1999,  representing an increase of $4,265,040,
or 380%.  These increases were  principally due to the Company's  acquisition of
programming over the past year. The Company acquired multiple long-form programs
to complement its current list of short form programs. The long-form programming
offers the Company  significantly more commercial  broadcast inventory available
for sale. The increase in inventory has resulted in significant  revenue growth.
In addition to this, the continued  growth of the Company's  network  affiliates
airing their programs has provided the Company the  opportunity to charge higher
spot rates for their commercial broadcast time resulting in higher revenues.

      COSTS OF GOODS SOLD.  Costs of goods sold for the three  months  ended May
31, 2000 and 1999 were  $1,129,974 and $258,337,  respectively,  representing an
increase of $871,637,  or 337%.  Cost of goods sold for the six months ended May
31, 2000 and 1999 were  $1,704,472 and $354,611,  respectively,  representing an
increase of  $1,349,861,  or 381%.  These  increases  are due

<PAGE>

primarily  to the  increase  costs of producing  long-form  programs.  Long-form
programs are more  expensive to produce due to the increased cost of delivery of
the program via satellite and the extra  telephone  charges  incurred for caller
driven programs.  Short-form programs are distributed on CD via the mail, a much
less expensive form of distribution.  As a percentage of total revenues costs of
goods sold were 33% for the three months ended May 31, 2000 and 29% for the same
period in 1999.  The  increase is due mainly to the higher cost of delivery  for
the long form programming. As a percentage of total revenues costs of goods sold
were 32% for the six months  ended May 31,  2000 and 32% for the same  period in
1999.

      GROSS  MARGIN.  Gross  margin for the three  months ended May 31, 2000 was
$2,326,915,  an increase  of  $1,685,907,  or 263%,  compared to the same period
1999.  Gross  margin for the six months  ended May 31, 2000 was  $3,682,400,  an
increase of  $2,915,179,  or 380%,  compared  to the same period in 1999.  These
increases  in gross  margin are  principally  due to the  Company's  significant
increase in total revenues for the first six months of 2000.

      GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative expenses
for the three months ended May 31, 2000 was $1,288,388, representing an increase
of  $588,201,  or 84% over the same  period  in 1999.  The  increase  is  mainly
attributable  to  amortization  and  depreciation  (non-cash  costs)  increasing
$518,373  from  $57,097 in 1999 to  $575,470  for the same  period in 2000.  The
increase is due to the  amortization  of goodwill  associated  with business and
programming acquisitions by the Company. General and administrative expenses for
the six months ended May 31, 2000 were  $2,454,088,  representing an increase of
$1,297,113,  or 112%  over the same  period  in 1999.  The  increase  is  mainly
attributable to two areas.  Amortization and  depreciation  (non-cash costs) for
the six months  ended May 31, 2000  increased  $999,657  from $94,262 in 1999 to
$1,093,919  in  2000.  The  increase  is  due to the  amortization  of  goodwill
associated  with  business and  programming  acquisitions  by the Company.  This
goodwill  is being  amortized  over a period of time  ranging  from three to ten
years.  The second  area of increase is from wages and  employee  benefits.  The
increase of  $365,673,  or 92%,  from  $398,965 for the six months ended May 31,
1999 to  $764,638,  for the same period in 2000 is mainly due to the increase in
staff size and  infrastructure  necessary  to support the growth of the Company.
The Company grew from 20 full-time employees in the second quarter of 1999 to 32
full-time  employees in the second quarter of 2000.  While there was an increase
in absolute dollars for wages and employee  benefits,  there was a decrease when
compared to the percentage of total  revenues.  For the six months ended May 31,
2000 wages and employee  benefits  were  $764,638,  or 14% of total  revenues as
compared  to  $398,965,  or 36% of total  revenues  for the same period in 1999.
Total general and administrative  expenses for the six months ended May 31, 2000
was $2,454,088,  or 46% of total revenues as compared to $1,156,975,  or 103% of
total  revenues  for the same period in 1999.  Management  expects the  absolute
dollars  for  general  and  administrative  expenses  to continue to grow as the
Company  attempts to acquire new programming  and continues to develop  existing
programs.

      INCOME TAXES. Due to loss carryforwards, there was no provision for income
taxes during the six months ended May 31, 2000 and May 31, 1999.

      NET LOSS AND EARNINGS PER SHARE. Net income for the three months ended May
31, 2000 was $1,038,527,  or $.09 per share. Net loss for the three months ended
May 31, 1999 was $59,179, or $.01 per share. Net income for the six months ended
May 31,  2000 was  $1,228,312,  or $.10 per  share.  Net loss for the six months
ended May 31, 1999 was $389,754, or $.04 per share. The loss for 1999 was mainly
due to reduced  revenues as the Company  transitioned to mainly cash clients and
no barter transactions.

<PAGE>

      Earnings per share are based upon the weighted  average of 12,175,293  and
10,724,033 shares outstanding on May 31, 2000 and 1999, respectively.

Liquidity and Capital Resources
-------------------------------
      Historically,  the Company has financed its cash flow requirements through
cash flows  generated from  operations and financing  activities.  The Company's
working  capital at May 31, 2000 was $4.50 million  compared to $1.35 million at
May 31, 1999.  The increase in working  capital was primarily due to an increase
in accounts  receivable in connection  with the growth in total  revenues of the
Company.

      The Company has no 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, 2000.  The Company's  management  further  believes it has
sufficient liquidity to implement its expansion and acquisition strategies.


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

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

(a)  An Annual Meeting of Stockholders was held on May 16, 2000.

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

(c)  Three matters were  voted upon at the 2000 Annual Meeting of  Stockholders.
     First,  there was the election of directors.   The results of  the election
     of directors were as follows:

Nominee                  Votes For   Votes Against     Abstentions       Broker
-------                  ---------    or Withheld      -----------      Nonvotes
                                      -----------                       --------

John A. Holmes, III       7,549,614            0              0              0

Peter Jacobsen            7,549,614            0              0              0

Dick Versace              7,549,614            0              0              0

Steven R. Sears           7,549,614            0              0              0

Christopher J. Miller     7,533,284        7,200          9,130              0


Second, a proposal to amend the Company's  Articles of Incorporation to increase
the  number of  authorized  shares  of Common  Stock to  50,000,000  shares  was
approved by the stockholders.  The results of the vote for this proposal were as
follows:

                           Votes For   Votes Against    Abstentions      Broker
                           ---------    or Withheld     -----------     Nonvotes
                                        -----------                     --------

Proposal to Increase
 Authorized Common Stock  7,425,374        95,120          38,250           0

<PAGE>

Third, a proposal to amend the Company's  Articles of Incorporation to authorize
5,000,000  shares of preferred  stock to be designated by the Board of Directors
was approved by the stockholders. The results of the vote for this proposal were
as follows:

                           Votes For   Votes Against    Abstentions      Broker
                           ---------    or Withheld     -----------     Nonvotes
                                        -----------                     --------

Proposal to Authorize
  Preferred Stock          7,422,024      136,720           9,500            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
     --------------             ----------------------
          27                    Financial Data Schedule


(b)  No reports on form 8-K were  required to be filed  during the quarter ended
     May 31, 2000.

<PAGE>


                                   SIGNATURES

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

                                NBG RADIO NETWORK, INC.,
                                a Nevada corporation


Date: July 14, 2000             By:  /s/ John J. Brumfield
                                    --------------------------------------------
                                    John J. Brumfield, Chief Financial Officer
                                    Vice President, Finance
                                    (Principal Financial and Accounting Officer)