UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB



|(Mark One)                                                                            
|--------------------------------------------------------------------------------------
|[X]                                                                                   
|For the quarterly period ended: March 31, 1999                                        
|Or                                                                                    
|[ ]                                                                                   
|For the transition period from ____________ to _____________                          
|Commission File Number:                                                               
|Digital Music Creations, Inc.
(Exact name of registrant as specified in its charter)  
|Nevada
(State or other jurisdiction of incorporation or organization)                 
|2209 Fawn Ridge Street, Las Vegas, NV
(Address of principal executive offices)        
|(702) 341-9826(Registrant's telephone number, including area code)                    
|N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 885,100



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Digital Music Creations, Inc.
(A DEVELOPMENT STAGE COMPANY)
Table of Contents



|                                                                                                                                              | Page
|--------------------------------------------------------------------------------------------------------------------------------------------- | ----
|PART I - FINANCIAL INFORMATION                                                                                                                | 1   
|Item 1. Financial Statements                                                                                                                  | 1   
|Balance Sheet as at March 31, 1999                                                                                                            | 1   
|Statement of Operations for the Three Months Ended March 31, 1999 and the Period From September 29,1998 (Date of Inception) To March 31, 1999 | 2   
|Statement of Cash Flows for the Three Months Ended March 31, 1999 and the Period From September 29,1998 (Date of Inception) To March 31, 1999 | 3   
|Notes to Financial Statements                                                                                                                 | 4   
|Item 2. Management's Discussion and Plan of Operation                                                                                         | 5   
|PART II - OTHER INFORMATION                                                                                                                   | 6   
|Item 6. Exhibits                                                                                                                              | 6   
|SIGNATURES                                                                                                                                    | 7   





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PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements

Digital Music Creations, Inc.

BALANCE SHEET
AS AT
March 31, 1999



|                                                                                                                                 |  | March 31
1999
|-------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|ASSETS                                                                                                                           |  |              
|CURRENT ASSETS                                                                                                                   |  |              
|Cash                                                                                                                             |  | 507          
|Other Current Assets                                                                                                             |  | -0-          
|Total Current Assets                                                                                                             |  | 507          
|OTHER ASSETS                                                                                                                     |  |              
|Organization Costs net of Amortization                                                                                           |  | 324          
|Total Assets                                                                                                                     |  | 831          
|LIABILITIES & EQUITY                                                                                                             |  |              
|CURRENT LIABILITIES                                                                                                              |  | -0-          
|OTHER LIABILITIES                                                                                                                |  |              
|Due to Shareholder                                                                                                               |  | 360          
|Total Other Liabilities                                                                                                          |  | 360          
|Total Liabilities                                                                                                                |  | 360          
|EQUITY                                                                                                                           |  |              
|Common Stock ($0.001 par value, authorized 20,000,000 shares; 885,100 common shares issued and outstanding as at March 31, 1999) |  | 885          
|Preferred Stock ($0.001 par value, authorized 5,000,000 shares; none issued and outstanding as at March 31, 1999)                |  | -0-          
|Additional Paid in Capital                                                                                                       |  | 13,870       
|Donated Capital                                                                                                                  |  | -0-          
|Retained Earnings or (Deficit) accumulated during development stage                                                              |  | (14,284)     
|Total Stockholders' Equity                                                                                                       |  | 471          
|Total Liabilities & Owner's Equity                                                                                               |  | 831          

Unaudited Financial Statements
See accompanying notes to financial statements

-1-



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Digital Music Creations, Inc.

(A Development Stage Company)

STATEMENT OF OPERATIONS
for the Three Months Ended March 31, 1999 and the 
Period From September 29,1998 (Date of Inception) to March 31, 1999



|                                                     | March 31
1999 | September 29,1998 (Date of Inception) to March 31, 1999
|---------------------------------------------------- | ------------- | -------------------------------------------------------
|REVENUE                                              |               |                                                        
|Services                                             | -0-           | -0-                                                    
|                                                     |               |                                                        
|COSTS AND EXPENSES                                   |               |                                                        
|Selling, General and Administrative                  | 6,386         | 14,248                                                 
|Amortization of Organization Costs                   | 18            | 36                                                     
|Total Costs and Expenses                             | 6,404         | 14,284                                                 
|Net Ordinary Income or (Loss)                        | (6,404)       | (14,284)                                               
|                                                     |               |                                                        
|Weighted average number of common shares outstanding | 885,100       | 885,100                                                
|                                                     |               |                                                        
|Net Loss Per Share                                   | -0-           | -0-                                                    

Unaudited Financial Statements
See accompanying notes to financial statements

-2-



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Digital Music Creations, Inc.

(A Development Stage Company)

STATEMENT OF CASH FLOWS
for the Three Months Ended March 31, 1999 and the 
Period From September 29,1998 (Date of Inception) to March 31, 1999



|                                          | March 31
1999 | September 29,1998 (Date of Inception) to March 31, 1999
|----------------------------------------- | ------------- | -------------------------------------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES      |               |                                                        
|Net Income (Loss)                         | (6,404)       | (14,284)                                               
|Amortization of Organizational Costs      | 18            | 36                                                     
|Net Cash Used by Operating Activities     | (6,386)       | (14,248)                                               
|                                          |               |                                                        
|CASH FLOWS FROM INVESTING ACTIVITIES      |               |                                                        
|Purchase of plant assets                  | -0-           | -0-                                                    
|Net Cash Used by Investing Activities     | -0-           | -0-                                                    
|                                          |               |                                                        
|CASH FLOWS FROM FINANCING ACTIVITIES      |               |                                                        
|Issuance of Capital Stock                 | -0-           | 14,755                                                 
|Advances from Shareholders                | -0-           | -0-                                                    
|Net Cash Provided by Financing Activities | -0-           | 14,755                                                 
|                                          |               |                                                        
|Cash Balance as at beginning of period    | 6,893         | -0-                                                    
|Net increase (decrease) in cash           | (6,386)       | 507                                                    
|Balance as at end of period               | 507           | 507                                                    

Unaudited Financial Statements
See accompanying notes to financial statements

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Digital Music Creations, Inc.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 1999

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized September 29, 1998 under the laws of the State of Nevada, as Digital Music Creations, Inc. The Company has yet to generate any revenues and in accordance with SFAS #7, the Company is considered a development stage company.

On October 2, 1998, the Company issued 700,000 Shares of its $0.001 par value common stock for cash of $5,500.00.

On December 7, 1998, the Company issued 185,100 Shares of its $0.001 par value common stock for $9,255.00 pursuant to Regulation D, Rule 504.

There have been no other issuances of common or preferred stock.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Accounting policies and procedures have not been determined except as follows:

1. The Company uses the accrual method of accounting.
2. The cost of organization, $360.00, is being amortized over a period of 60 months (October 1998 through September 2003).
3. Earnings per share are computed using the weighted average number of shares of common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid since inception.

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However,
the Company has yet to generate any revenues. Without the realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's plan to seek additional capital through a private offering of its
securities once it gets listed on the NQB's "Pink Sheets" or the OTC-BB.

NOTE 4 - RELATED PARTY TRANSACTION

The Company neither owns or leases any real or personal property. A director provides office services without charge. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of
the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and
their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 5 - WARRANTS AND OPTIONS

The Company issued the Company's founder and CEO, Frank B. Treadway III, an option to purchase 1,000,000 Shares of common stock of the Company at an option price of $0.001 per share. This option terminates on May 1, 2000, and the option has not
been exercised.

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Item 2. Management's Discussion and Plan of Operation



Digital Music Creations, Inc. ("DMC" or the "Company") is a developmental stage company with a principal business objective to design, develop, and market interactive files software for the control and use of sound on personal computers. The Company's
products will be designed to add music, voice, and other audio content to a variety of PC environments. The Company plans to provide an environment for creating, editing, and controlling all three audio formats specified for multimedia computers: MIDI,
Wave audio, and CD audio, and the Company plans to sell actual MIDI or Wave audio files that can be downloaded by purchasers via the Internet or sent to purchasers on a CD in the mail.

The Company has yet to generate any revenues. Without the realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's plan to seek additional capital through a private offering of its
securities once it gets listed on the NQB's "Pink Sheets" or the OTC-BB.

The Company neither owns nor leases any real or personal property. A director provides office services without charge.

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

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PART II - OTHER INFORMATION

Item 6. Exhibits



|Exhibit Number | Name and/or Identification of Exhibit                                                                                                                                                                                                                        
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3              | Articles of Incorporation & By-Laws                                                                                                                                                                                                                          
|               | (a)Articles of Incorporation of the Company filed September 29, 1998. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10 - SB, previously filed with
the Commission.
|               | (b)By-Laws of the Company adopted October 2, 1998. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10 - SB, previously filed with the Commission.                   
|27             | Financial Data Schedule                                                                                                                                                                                                                                      
|               | Financial Data Schedule of Digital Music Creations ending March 31, 1999                                                                                                                                                                                     

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SIGNATURES

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

Digital Music Creations, Inc.

(Registrant)



Date: February 23, 2000



By:/s/ Frank B. Treadway III

Frank B. Treadway III, President







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