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 27, 1997




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



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




P.O. Box 3463, 7518 Elbow Bend Rd., Bldg. A, Suite I, Carefree, Arizona  85377
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        (Address of principal executive offices)            (Zip Code)




      Registrant's telephone number, including area code:  (602) 488-2596     
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         (Former name or former address, if changed since last report)




ITEM 4: CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
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     On May 27, 1997 the Company's Board of Directors approved a change in the
Company's certifying accountant.  The change was effective May 27, 1997.

     The independent accountant who was previously engaged as the principal
accountant to audit the Company's financial statements was Schumacher &
Associates, Inc., Certified Public Accountants.  None of Schumacher &
Associates, Inc.'s reports over the past two (2) years or the financial
statements of the Company contained any adverse opinion or disclaimer of
opinion, or was qualified or was modified as to uncertainty, audit scope or
accounting principles.  Nor have there been any disagreement between the
Company and Schumacher & Associates, Inc. on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure during the past two (2) years and through the date of this report on
Form 8-K.

     The Company has retained the accounting firm of Stockman Kast Ryan &
Scruggs, P.C. to serve as the Company's principal accountant to audit the
Company's financial statements.  This engagement is effective May 27, 1997.  
Prior to its engagement as the Company's principal independent accountant,
Stockman Kast Ryan & Scruggs, P.C. had not been consulted by the Company
either with respect to the application of accounting principals to a specified
transaction or the type of audit opinion that might be rendered on the
Company's financial statements or any matter which was the subject of any
prior disagreement between the Company and its previous certifying accountant.


ITEM 7:  EXHIBITS
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     Exhibit No. 

          16.0      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 Schumacher & Associates, Inc.,
                    Certified Public Accountants, 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:     June 2, 1997             By:  /s/ John C. Power 
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                                   John C. Power