U.S. 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): October 14, 1997

              

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

                Colorado                 33-80321                84-1295270
      (State or Other Jurisdiction    Commission file         (I.R.S. Employer
            of Incorporation)             number             Identification No.)

                              7518 Elbow Bend Road
                                  P.O. Box 3463
                                  Carefree, AZ                      85377
                       (Address of Principal Executive Offices)   (Zip Code)

Issuer's telephone number, including area code:  (602) 488-2596


                                   N/A
      (Former name or former address, if changed since last report)

<PAGE>



ITEM 2: DISPOSITION OF ASSETS

On October 10, 1997, Alta California Broadcasting, Inc. ("Alta"), a wholly-owned
subsidiary  of  Redwood  Broadcasting,  Inc.  (the  "COMPANY")  entered  into an
Agreement of Merger (the "MERGER") with Regent Communications ("REGENT") whereby
ALTA will be merged into a wholly-owned subsudiary of REGENT formed for purposes
of effectuating the MERGER.

ALTA is the owner, operator and licensee of Radio Station KRDG-FM,  Shingletown,
California.  ALTA also holds an option to purchase,  and will purchase  prior to
the closing date of the Merger,  all of the tangible and intangible  asstes used
or held by Power  Surge,  Inc.  for use in the  operation  of  KRRX-FM,  Burney,
California  and  KNRO-AM,  Redding,  California.  In  addition,  ALTA intends to
acquire, prior  to the  closing  date of the  MERGER,  all of the  tangible  and
intangible  assets used or held by Northern  California  Broadcasting,  Inc.,  a
wholly-owned  subsidiary of ALTA,  for use in the operation of KNNN-FM,  Central
Valley, California.

As consideration for ALTA entering into the MERGER with REGENT, the COMPANY will
receive, at closing, $1,000,000 in cash plus 200,000 shares of REGENT Series "E"
Preferred  Stock  valued at $5.00 per share.  In  addition,  Regent is  assuming
$1,500,000 in debt of Alta as part of this transaction.

Prior to the foregoing  transactions,  there existed no material relationship or
affiliation between the Company, or its affiliates,  on the one hand, or REGENT,
or its respective affiliates, on the other.




ITEM 7:  FINANCIAL STATEMENTS AND EXHIBITS

b.   Pro forma fiancial information

               (1)  Filed  herewith are the Company's Pro forma Balance Sheet as
                    of June 30, 1997 and the  Company's  Pro forma  Statement of
                    Operations for the three months ended June 30, 1997 and 1996
                    giving effect to the Merger of ALTA into REGENT.

c.   Exhibits


       Exhibit No.         Title

           10.1            Agreement of Merger with Regent Communications  dated
                           October 10, 1997.  





<PAGE>





REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

                                               RBI       Pro Forma      June 30,
                                                        Adjustments(1)     1997
                                                                     (unaudited)
ASSETS
CURRENT ASSETS
Cash                                       $  19,611    $ 982,198    $1,001,809
Accounts receivable, net                     192,066     (192,066)           --
Receivable from sale of radio station        633,000                    633,000
Other current assets                          81,179       (4,670)       76,509
                                           ---------     --------     ---------
Total current assets                         925,856      785,462     1,711,318

PROPERTY AND EQUIPMENT, net                  231,529     (231,529)           --

INTANGIBLE ASSETS, net                       976,367     (976,367)           --

NOTE RECEIVABLE FROM SALE OF RADIO STATION   200,000           --       200,000

OTHER ASSETS                                 223,001      927,796     1,150,797
                                           ---------     --------     ---------
TOTAL                                     $2,556,753    $ 505,362    $3,062,115
                                           =========     ========     =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses     $  344,855    $(212,291)   $  132,564
Accounts payable to related parties          202,032           --       202,032
Current portion of notes payable              48,335      (48,335)           --
Current portion of notes payable to
   related parties                            25,000           --        25,000
Capital lease obligation                       8,175       (8,175)           --
                                           ---------      -------     ---------
Total current liabilities                    628,397     (268,801)      359,596

NOTES PAYABLE                                605,208     (605,208)           --

NOTES PAYABLE TO RELATED PARTIES             710,479           --       710,479
                                           ---------      -------     ---------
Total liabilities                          1,944,084     (874,009)    1,070,075
                                           ---------      -------     ---------
COMMITMENTS
REDEEMABLE COMMON STOCK                      154,419           --       154,419
                                           ---------      -------     ---------
STOCKHOLDERS' EQUITY
Preferred stock, par value $.04; 
    2,500,000 shares authorized;
    none issued and outstanding
Common stock, par value $.004; 
   12,500,000 shares authorized;
   997,054 shares issued and outstanding       3,988        1,314         5,302
Additional paid-in capital                 1,069,740      327,229     1,396,969
Accumulated deficit                         (520,478)   1,050,828       530,350
Note receivable from stockholder             (45,000)          --       (45,000)
Common stock subscribed                      (50,000)          --       (50,000)
                                           ---------    ---------     ---------
Total stockholders' equity                   458,250    1,379,371     1,837,621
                                           ---------    ---------     ---------
TOTAL                                     $2,556,753   $  505,362    $3,062,115 
                                           =========    =========     =========







See note 1 to consolidated financial statements.


                                           - 3 -

<PAGE>



                        REDWOOD BROADCASTING, INC. 
                      AND CONSOLIDATED SUBSIDIARIES
                               PRO-FORMA
                       STATEMENTS OF OPERATIONS
                             June 30, 1997  
                              (unaudited)

                             RBI     ALTA    RBI-PRO    RBI     ALTA    RBI-PRO
                             Three   Three     Three    Three    Three    Three 
                            Months   Months    Months   Months   Months   Months
                            Ended    Ended     Ended    Ended    Ended    Ended 
                            6/30/97  6/30/97   6/30/97  6/30/97  6/30/97 6/30/97
                            -------  -------   -------  -------  ------- -------

                           
REVENUE
Broadcast revenue         $ 373,317  $373,317  $    --  $        $   -- $    --
Less agency commissions      33,399    33,399       --       --      --      --
                          ---------  --------  -------  -------  ------  ------
Net revenue                 339,918   339,918       --       --      --      --
                          ---------  --------  -------  -------  ------  ------
OPERATING EXPENSE
General and administrative  120,026    (8,637) 111,389   13,722      --  13,722
Station operating expenses  191,302  (191,302)      --   60,416      --  60,416
Depreciation and 
  amortization               28,460   (28,460)      --   24,102      --  24,102
                          ---------  --------  -------  -------  ------  ------
Total                       339,788  (228,399) 111,389   98,240      --  98,240
                          ---------  --------  -------  -------  ------  ------
INCOME/(LOSS) 
  FROM OPERATIONS               130  (111,519)(111,389) (98,240)     -- (98,240)
                          ---------  -------- --------  -------  ------ -------

OTHER INCOME (EXPENSE)
Interest expense            (10,960)   11,729      767   (1,200)     --  (1,200)
Other income (expense)       42,751   (41,132)   1,619  (28,009)     -- (26,009)
                          ---------  -------- --------  -------  ------ -------
Total other - net            31,791   (29,405)   2,386  (29,209)     -- (29,209)
                          ---------  -------- -------- --------  ------ -------
NET INCOME/(LOSS)            31,921  (140,924)(109,003)(127,449)     --(127,449)
                          ---------  -------- -------- --------  ------ -------
NET INCOME (LOSS) PER 
  COMMON SHARE            $    0.03   $ (0.15) $ (0.12) $  (.22)     -- $ (0.22)
                          =========  ======== ======== ========  ====== =======
WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING      934,523   934,523  934,523  590,000 590,000  590,000
                          =========  ======== ======== ========  ======  =======









See notes to consolidated financial statements.


                                            - 4 -
,
<PAGE>






                          Redwood Broadcasting, Inc.

                  Notes to Pro Forma Financial Statements 
                              (Unaudited)

(1)   General

On October 10, 1997, Alta California Broadcasting, Inc. ("Alta"), a wholly-owned
subsidiary  of  Redwood  Broadcasting,  Inc.  (the  "COMPANY")  entered  into an
Agreement of Merger (the "MERGER") with Regent Communications ("REGENT") whereby
ALTA will be merged into a wholly-owned subsudiary of REGENT formed for purposes
of effectuating the MERGER.

ALTA is the owner, operator and licensee of Radio Station KRDG-FM,  Shingletown,
California.  ALTA also holds an option to purchase,  and will purchase  prior to
the closing date of the Merger,  all of the tangible and intangible  asstes used
or held by Power  Surge,  Inc.  for use in the  operation  of  KRRX-FM,  Burney,
California  and  KNRO-AM,  Redding,  California.  In  addition,  ALTA intends to
acquire  prior  to the  closing  date of the  MERGER,  all of the  tangible  and
intangible  assets used or held by Northern  California  Broadcasting,  Inc.,  a
wholly-owned  subsidiary of ALTA,  for use in the operation of KNNN-FM,  Central
Valley, California.

As consideration for ALTA entering into the MERGER with REGENT, the COMPANY will
receive, at closing, $1,000,000 in cash plus 200,000 shares of REGENT Series "E"
Preferred  Stock  valued at $5.00 per share.  In  addition,  Regent is  assuming
$1,500,000 in debt of Alta as part of this transaction.

The  Company's  pro forma  balance sheet as of June 30, 1997 gives effect to the
merger of Alta with Regent as if the  transaction  had been  consummated on June
30, 1997.  The Company's pro forma  statement of operations for the three months
ended  June  30,  1997  and 1996  also  gives  effect  to the  merger  as if the
transaction had been consummated on June 30, 1997.

The unaudited pro forma financial  statements should be read in conjunction with
the  historical  financial  statements  of the Company.  The unaudited pro forma
financial  statements do not purport to project the Company's financial position
or results of operations for any future period.


                                              -5-


 
<PAGE>







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

     Signature                            Title                          Date

/s/ John C. Power                       President                      10/29/97
JOHN C. POWER             



                                     -6-
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{"company-data": {"conformed-name": "REDWOOD BROADCASTING INC", "cik": "0001004991", "assigned-sic": "4832", "irs-number": "840928022", "state-of-incorporation": "CO", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-80321", "film-number": "97703098"}, "business-address": {"street1": "7518 ELBOW BEND RD P O BOX 3463", "street2": "BLDG A STE I", "city": "CAREFREE", "state": "AZ", "zip": "85377", "phone": "6024882596"}, "mail-address": {"street1": "7518 ELBOW BEND RD P O BOX 3463", "street2": "BLDG A STE I", "city": "CAREFREE", "state": "AZ", "zip": "85377"}, "former-company": {"former-conformed-name": "INTELLIGENT FINANCIAL HOLDING CORP", "date-changed": "19951215"}}
U.S. 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): October 14, 1997

              

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

                Colorado                 33-80321                84-1295270
      (State or Other Jurisdiction    Commission file         (I.R.S. Employer
            of Incorporation)             number             Identification No.)

                              7518 Elbow Bend Road
                                  P.O. Box 3463
                                  Carefree, AZ                      85377
                       (Address of Principal Executive Offices)   (Zip Code)

Issuer's telephone number, including area code:  (602) 488-2596

                                   N/A
      (Former name or former address, if changed since last report)
ITEM 2: DISPOSITION OF ASSETS

On October 10, 1997, Alta California Broadcasting, Inc. ("Alta"), a wholly-owned
subsidiary  of  Redwood  Broadcasting,  Inc.  (the  "COMPANY")  entered  into an
Agreement of Merger (the "MERGER") with Regent Communications ("REGENT") whereby
ALTA will be merged into a wholly-owned subsudiary of REGENT formed for purposes
of effectuating the MERGER.

ALTA is the owner, operator and licensee of Radio Station KRDG-FM,  Shingletown,
California.  ALTA also holds an option to purchase,  and will purchase  prior to
the closing date of the Merger,  all of the tangible and intangible  asstes used
or held by Power  Surge,  Inc.  for use in the  operation  of  KRRX-FM,  Burney,
California  and  KNRO-AM,  Redding,  California.  In  addition,  ALTA intends to
acquire, prior  to the  closing  date of the  MERGER,  all of the  tangible  and
intangible  assets used or held by Northern  California  Broadcasting,  Inc.,  a
wholly-owned  subsidiary of ALTA,  for use in the operation of KNNN-FM,  Central
Valley, California.

As consideration for ALTA entering into the MERGER with REGENT, the COMPANY will
receive, at closing, $1,000,000 in cash plus 200,000 shares of REGENT Series "E"
Preferred  Stock  valued at $5.00 per share.  In  addition,  Regent is  assuming
$1,500,000 in debt of Alta as part of this transaction.

Prior to the foregoing  transactions,  there existed no material relationship or
affiliation between the Company, or its affiliates,  on the one hand, or REGENT,
or its respective affiliates, on the other.

ITEM 7:  FINANCIAL STATEMENTS AND EXHIBITS

b.   Pro forma fiancial information

               (1)  Filed  herewith are the Company's Pro forma Balance Sheet as
                    of June 30, 1997 and the  Company's  Pro forma  Statement of
                    Operations for the three months ended June 30, 1997 and 1996
                    giving effect to the Merger of ALTA into REGENT.

c.   Exhibits

       Exhibit No.         Title

           10.1            Agreement of Merger with Regent Communications  dated
                           October 10, 1997.
REDWOOD BROADCASTING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

                                               RBI       Pro Forma      June 30,
                                                        Adjustments(1)     1997
                                                                     (unaudited)
ASSETS
CURRENT ASSETS
Cash                                       $  19,611    $ 982,198    $1,001,809
Accounts receivable, net                     192,066     (192,066)           --
Receivable from sale of radio station        633,000                    633,000
Other current assets                          81,179       (4,670)       76,509
                                           ---------     --------     ---------
Total current assets                         925,856      785,462     1,711,318

PROPERTY AND EQUIPMENT, net                  231,529     (231,529)           --

INTANGIBLE ASSETS, net                       976,367     (976,367)           --

NOTE RECEIVABLE FROM SALE OF RADIO STATION   200,000           --       200,000

OTHER ASSETS                                 223,001      927,796     1,150,797
                                           ---------     --------     ---------
TOTAL                                     $2,556,753    $ 505,362    $3,062,115
                                           =========     ========     =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses     $  344,855    $(212,291)   $  132,564
Accounts payable to related parties          202,032           --       202,032
Current portion of notes payable              48,335      (48,335)           --
Current portion of notes payable to
   related parties                            25,000           --        25,000
Capital lease obligation                       8,175       (8,175)           --
                                           ---------      -------     ---------
Total current liabilities                    628,397     (268,801)      359,596

NOTES PAYABLE                                605,208     (605,208)           --

NOTES PAYABLE TO RELATED PARTIES             710,479           --       710,479
                                           ---------      -------     ---------
Total liabilities                          1,944,084     (874,009)    1,070,075
                                           ---------      -------     ---------
COMMITMENTS
REDEEMABLE COMMON STOCK                      154,419           --       154,419
                                           ---------      -------     ---------
STOCKHOLDERS' EQUITY
Preferred stock, par value $.04; 
    2,500,000 shares authorized;
    none issued and outstanding
Common stock, par value $.004; 
   12,500,000 shares authorized;
   997,054 shares issued and outstanding       3,988        1,314         5,302
Additional paid-in capital                 1,069,740      327,229     1,396,969
Accumulated deficit                         (520,478)   1,050,828       530,350
Note receivable from stockholder             (45,000)          --       (45,000)
Common stock subscribed                      (50,000)          --       (50,000)
                                           ---------    ---------     ---------
Total stockholders' equity                   458,250    1,379,371     1,837,621
                                           ---------    ---------     ---------
TOTAL                                     $2,556,753   $  505,362    $3,062,115 
                                           =========    =========     =========

See note 1 to consolidated financial statements.

                                           - 3 -
REDWOOD BROADCASTING, INC. 
                      AND CONSOLIDATED SUBSIDIARIES
                               PRO-FORMA
                       STATEMENTS OF OPERATIONS
                             June 30, 1997  
                              (unaudited)

                             RBI     ALTA    RBI-PRO    RBI     ALTA    RBI-PRO
                             Three   Three     Three    Three    Three    Three 
                            Months   Months    Months   Months   Months   Months
                            Ended    Ended     Ended    Ended    Ended    Ended 
                            6/30/97  6/30/97   6/30/97  6/30/97  6/30/97 6/30/97
                            -------  -------   -------  -------  ------- -------

                           
REVENUE
Broadcast revenue         $ 373,317  $373,317  $    --  $        $   -- $    --
Less agency commissions      33,399    33,399       --       --      --      --
                          ---------  --------  -------  -------  ------  ------
Net revenue                 339,918   339,918       --       --      --      --
                          ---------  --------  -------  -------  ------  ------
OPERATING EXPENSE
General and administrative  120,026    (8,637) 111,389   13,722      --  13,722
Station operating expenses  191,302  (191,302)      --   60,416      --  60,416
Depreciation and 
  amortization               28,460   (28,460)      --   24,102      --  24,102
                          ---------  --------  -------  -------  ------  ------
Total                       339,788  (228,399) 111,389   98,240      --  98,240
                          ---------  --------  -------  -------  ------  ------
INCOME/(LOSS) 
  FROM OPERATIONS               130  (111,519)(111,389) (98,240)     -- (98,240)
                          ---------  -------- --------  -------  ------ -------

OTHER INCOME (EXPENSE)
Interest expense            (10,960)   11,729      767   (1,200)     --  (1,200)
Other income (expense)       42,751   (41,132)   1,619  (28,009)     -- (26,009)
                          ---------  -------- --------  -------  ------ -------
Total other - net            31,791   (29,405)   2,386  (29,209)     -- (29,209)
                          ---------  -------- -------- --------  ------ -------
NET INCOME/(LOSS)            31,921  (140,924)(109,003)(127,449)     --(127,449)
                          ---------  -------- -------- --------  ------ -------
NET INCOME (LOSS) PER 
  COMMON SHARE            $    0.03   $ (0.15) $ (0.12) $  (.22)     -- $ (0.22)
                          =========  ======== ======== ========  ====== =======
WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING      934,523   934,523  934,523  590,000 590,000  590,000
                          =========  ======== ======== ========  ======  =======

See notes to consolidated financial statements.

                                            - 4 -
,
Redwood Broadcasting, Inc.

                  Notes to Pro Forma Financial Statements 
                              (Unaudited)

(1)   General

On October 10, 1997, Alta California Broadcasting, Inc. ("Alta"), a wholly-owned
subsidiary  of  Redwood  Broadcasting,  Inc.  (the  "COMPANY")  entered  into an
Agreement of Merger (the "MERGER") with Regent Communications ("REGENT") whereby
ALTA will be merged into a wholly-owned subsudiary of REGENT formed for purposes
of effectuating the MERGER.

ALTA is the owner, operator and licensee of Radio Station KRDG-FM,  Shingletown,
California.  ALTA also holds an option to purchase,  and will purchase  prior to
the closing date of the Merger,  all of the tangible and intangible  asstes used
or held by Power  Surge,  Inc.  for use in the  operation  of  KRRX-FM,  Burney,
California  and  KNRO-AM,  Redding,  California.  In  addition,  ALTA intends to
acquire  prior  to the  closing  date of the  MERGER,  all of the  tangible  and
intangible  assets used or held by Northern  California  Broadcasting,  Inc.,  a
wholly-owned  subsidiary of ALTA,  for use in the operation of KNNN-FM,  Central
Valley, California.

As consideration for ALTA entering into the MERGER with REGENT, the COMPANY will
receive, at closing, $1,000,000 in cash plus 200,000 shares of REGENT Series "E"
Preferred  Stock  valued at $5.00 per share.  In  addition,  Regent is  assuming
$1,500,000 in debt of Alta as part of this transaction.

The  Company's  pro forma  balance sheet as of June 30, 1997 gives effect to the
merger of Alta with Regent as if the  transaction  had been  consummated on June
30, 1997.  The Company's pro forma  statement of operations for the three months
ended  June  30,  1997  and 1996  also  gives  effect  to the  merger  as if the
transaction had been consummated on June 30, 1997.

The unaudited pro forma financial  statements should be read in conjunction with
the  historical  financial  statements  of the Company.  The unaudited pro forma
financial  statements do not purport to project the Company's financial position
or results of operations for any future period.

                                              -5-
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant hascaused this report to be signed on its behalf  by  the undersigned
hereunto duly authorized.

     Signature                            Title                          Date

/s/ John C. Power                       President                      10/29/97
JOHN C. POWER             

                                     -6-