U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                  FORM 12b-25

                                                       SEC File Number 33-80321
                                                       CUSIP Number ___________

                             NOTICE OF LATE FILING
                                 (Check One):

[] Form 10-KSB  [] Form 11-K  [] Form 20-F  [X] Form 10-QSB  [] Form N-SAR
                      For Period Ended:  December 31 1996
_________________________________________________________________________

If the notification relates to a portion of the filing check above, identify
the Item(s) to which the notification relates:  N/A
________________________________________________________________________

Part I--Registrant Information
___________________________________________________________________________

     Full Name of Registrant:      REDWOOD BROADCASTING, INC.

     Former Name if Applicable:   

     Address of Principal Executive Office (Street and Number):

                   7518 Elbow Bend Road, Building A, Suite 1
                                 P.O. Box 3463
                           Carefree, Arizona  85377
___________________________________________________________________________

Part II--Rules 12b-25(b) and (c)
___________________________________________________________________________

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12(b)-25(b), the
following should be completed.  (Check box if appropriate)

[ ] (a)  The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;

[X] (b)  The subject annual report or semi-annual report/portion thereof
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report/portion thereof will be
filed on or before the fifth calendar day following the prescribed due date;
and

[ ] (c)  The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.



___________________________________________________________________________

Part III--Narrative
__________________________________________________________________________

State below in reasonable detail the reasons why form 10-K, 11-K, 20-F, 10-Q
or N-SAR or portion thereof could not be filed within the prescribed time
period.

    The Registrant is unable to file its Quarterly Report on Form 10-QSB
within the prescribed time period because the Company has experienced some
difficulty in compiling its financial records to complete the preparation of
the unaudited financial statements for the relevant fiscal quarter.
___________________________________________________________________________

Part IV--Other Information
___________________________________________________________________________

(1) Name and telephone number of person to contact in regard to this
notification

                           Clifford L. Neuman, Esq.
                               1507 Pine Street
                            Boulder, Colorado 80302
                                (303) 449-2100

(2) Have all other period reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed?  If the
answer is no, identify report(s).
                                                            [ X ] Yes   [  ] No

(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
                                                            [  ] Yes   [ X ] No

If so; attached an explanation of the anticipated change, both narratively
and quantitively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

                          REDWOOD BROADCASTING, INC.
                  -------------------------------------------
                 (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

                                  REDWOOD BROADCASTING, INC.


Date:     February 14, 1997       By:       /s/ John C. Power
                                       ---------------------------------------
                                       John C. Power, President