8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM 8-K

                                CURRENT REPORT


                      Pursuant to Section 13 or 15(d) of 
                      The Securities Exchange Act of 1934




        Date of Report (Date of earliest event reported):  May 17, 1999




                          REDWOOD BROADCASTING, INC.
                      -----------------------------------
            (Exact name of registrant as specified in its charter)



     Colorado                      33-00321                   84-0928022      
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(State or other juris-     (Commission file number)           (IRS Employer   
diction of incorporation                                  Identification No.) 
or organization)


     6991 East Camelback Road, Suite D-103, Scottsdale, Arizona       85251
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   (Address of principal executive offices)                       (Zip Code)


      Registrant's telephone number, including area code:  (602) 425-0099
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        P.O. Box 3463, 11 Sundial Circle #17, Carefree, Arizona  85377
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         (Former name or former address, if changed since last report)


Item 4:   Changes in Registrant's Independent Public Accountants

     Effective May 17, 1999, the Company's Board of Directors approved a
change in the Company's independent accountant.  The independent accountant
who was dismissed and had been previously engaged as the principal accountant
to audit the Company's financial statements was Stockman Kast Ryan & Co., P.C. 
Stockman Kast Ryan & Co., P.C.'s reports covered the years ended March 31,
1998 and March 31, 1997 of Redwood Broadcasting, Inc.  None of the reports of
Stockman Kast Ryan & Co., P.C. on the financial statements of the Company for
periods reported on by Stockman Kast Ryan & Co., P.C. contained any adverse
opinion or disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles.  Nor have there been at any
time any disagreements between the Company and Stockman Kast Ryan & Co., P.C.
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure.

     The Company retained the accounting firm of Rotenberg & Company, LLP to
serve as the Company's independent accountant to audit the Company's financial
statements.  This engagement was effective May 17, 1999.  Prior to its
engagement as the Company's independent accountant, Rotenberg & Company, LLP
had not been consulted by the Company either with respect to the application
of accounting principles to a specific transaction or the type of audit
opinion that might be rendered on the Company's financial statements or on any
matter that was the subject of any prior disagreement between the Company and
its previous certifying accountant.

     The Company has requested Stockman Kast Ryan & Co., P.C. to furnish it a
letter addressed to the Commission stating whether it agrees with the above
statements.  A copy of that letter dated May 18, 1999 is filed as Exhibit 18.0
to this Form 8-K.

ITEM 7: EXHIBITS
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Exhibit No.

18.0 Pursuant to Item 304(a)(3) of Regulation S-B, Section 228.304(a)(3) of
     the Regulations under the Securities Exchange Act of 1934, as amended,
     the Registrant furnishes herewith the letter of Stockman Kast Ryan & Co.,
     P.C.,  former accountants to the Company.



                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                   REDWOOD BROADCASTING, INC.



Date:     May 18, 1999             By:  /s/ Ron Conquest                      
          ------------                  -------------------------------------
                                        Ron Conquest, Principal Executive
                                        Officer

EX-1

                        STOCKMAN KAST RYAN + CO., P.C.
                         Certified Public Accountants
                       102 N. CASCADE AVENUE, SUITE 450
                          COLORADO SPRINGS, CO  80903
                  (719) 630-1186 (tel)  (719) 630-1187 (fax)




May 18, 1999



Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C.  20549

Dear Sirs/Madams:

We have read and agree with the comments in Item 4 of Form 8-K of Redwood
Broadcasting, Inc. dated May 18, 1999.

Yours truly,

STOCKMAN KAST RYAN & CO., P.C.