Digital Music Creations, Inc.

(A DEVELOPMENT STAGE COMPANY)

Quarterly report

For the period

March 31 through june 30, 1999



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Table of Contents



|                                                                                    | Page
|----------------------------------------------------------------------------------- | ----
|PART I - FINANCIAL INFORMATION                                                      | 1   
|Item 1. Financial Statements                                                        | 1   
|Balance Sheet as at March 31, 1999 and June 30, 1999                                | 1   
|Statement of Operations for the Three Months Ended June 30, 1999 and March 31, 1999 | 2   
|Statement of Cash Flows for the Three Months Ended June 30, 1999 and March 31, 1999 | 3   
|Notes to Financial Statements                                                       | 4   
|Item 2. Management's Discussion and Plan of Operation                               | 6   
|PART II - OTHER INFORMATION                                                         | 6   
|SIGNATURES                                                                          | 6   
|INDEX TO EXHIBITS                                                                   | 7   





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PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

Digital Music Creations, Inc.

(A Development Stage Company)

BALANCE SHEET

AS AT

March 31, 1999 and June 30, 1999



|                                                                                                                                | June 30,
1999 | March 31,
1999
|------------------------------------------------------------------------------------------------------------------------------- | ------------- | --------------
|ASSETS                                                                                                                          |               |               
|CURRENT ASSETS                                                                                                                  |               |               
|Cash                                                                                                                            | 627.00        | 507.00        
|Other Current Assets                                                                                                            | 0.00          | 0.00          
|Total Current Assets                                                                                                            | 627.00        | 507.00        
|                                                                                                                                |               |               
|OTHER ASSETS                                                                                                                    |               |               
|Organization Costs net of Amortization                                                                                          | 306.00        | 324.00        
|                                                                                                                                |               |               
|Total Assets                                                                                                                    | 933.00        | 831.00        
|                                                                                                                                |               |               
|LIABILITIES & EQUITY                                                                                                            |               |               
|CURRENT LIABILITIES                                                                                                             |               |               
|Accounts Payable                                                                                                                | 0.00          | 0.00          
|Total Current Liabilities                                                                                                       | 0.00          | 0.00          
|OTHER LIABILITIES                                                                                                               |               |               
|Due to Shareholder                                                                                                              | 360.00        | 360.00        
|Total Other Liabilities                                                                                                         | 360.00        | 360.00        
|                                                                                                                                |               |               
|Total Liabilities                                                                                                               | 360.00        | 360.00        
|                                                                                                                                |               |               
|EQUITY                                                                                                                          |               |               
|Common Stock ($0.001 par value, authorized 20,000,000 shares; 885,100 common shares issued and outstanding as at June 30, 1999) | 885.00        | 885.00        
|Preferred Stock ($0.001 par value, authorized 5,000,000 shares; none issued and outstanding as at June 30, 1999)                | 0.00          | 0.00          
|Additional Paid in Capital                                                                                                      | 13,870.00     | 13,870.00     
|Donated Capital                                                                                                                 | 1,510.00      | 0.00          
|Retained Earnings or (Deficit) accumulated during development stage                                                             | (15,692.00)   | (14,284.00)   
|Total Stockholders' Equity                                                                                                      | 573.00        | 471.00        
|                                                                                                                                |               |               
|Total Liabilities & Owner's Equity                                                                                              | 933.00        | 831.00        



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Unaudited Financial Statements

See accompanying notes to financial statements

Digital Music Creations, Inc.

(A Development Stage Company)

STATEMENT OF OPERATIONS
for the Three Months
Ended June 30, 1999 and March 31, 1999



|                                                     | June 30
1999 | March 31
1999
|---------------------------------------------------- | ------------ | -------------
|REVENUE                                              |              |              
|Services                                             | 0.00         | 0.00         
|                                                     |              |              
|COSTS AND EXPENSES                                   |              |              
|Selling, General and Administrative                  | 1,390.00     | 6,386.00     
|Amortization of Organization Costs                   | 18.00        | 18.00        
|Amortization of Web Site Development Costs           | 0.00         | 0.00         
|Total Costs and Expenses                             | 1,408.00     | 6,404.00     
|Net Ordinary Income or (Loss)                        | (1,408.00)   | (6,404.00)   
|                                                     |              |              
|Weighted average number of common shares outstanding | 885,100      | 885,100      
|                                                     |              |              
|Net Loss Per Share                                   | -0.002       | -0.007       







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Unaudited Financial Statements

See accompanying notes to financial statements

Digital Music Creations, Inc.

(A Development Stage Company)

STATEMENT OF CASH FLOWS
for the Three Months
Ended June 30, 1999 and March 31, 1999



|                                               | June 30
1999 | March 31
1999
|---------------------------------------------- | ------------ | -------------
|CASH FLOWS FROM OPERATING ACTIVITIES           |              |              
|Cash received from customers                   | 0.00         | 0.00         
|Net Cash provided by Operating Activities      | 0.00         | 0.00         
|                                               |              |              
|Cash paid to suppliers and employees           | 1,390.00     | 6,386.00     
|                                               |              |              
|Cash disbursed for Operating Activities        | 1,390.00     | 6,386.00     
|Net Cash flow provided by Operating Activities | (1,390.00)   | (6,386.00)   
|                                               |              |              
|CASH FLOWS FROM INVESTING ACTIVITIES           |              |              
|Purchase of plant assets                       | 0.00         | 0.00         
|Net Cash used by investing activities          | 0.00         | 0.00         
|                                               |              |              
|CASH FLOWS FROM FINANCING ACTIVITIES           |              |              
|Issuance of Capital Stock                      | 0.00         | 0.00         
|Advances from Shareholders                     | 1,510.00     | 0.00         
|Net cash provided by financing activities      | 1,510.00     | 0.00         
|                                               |              |              
|Net increase (decrease) in cash                | 120.00       | (6,386.00)   
|Balance as at end of period                    | 627.00       | 507.00       



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Unaudited Financial Statements

See accompanying notes to financial statements

Digital Music Creations, Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 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.

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.







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Unaudited Financial Statements

Digital Music Creations, Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 1999

NOTE 4 - RELATED PARTY TRANSACTION

The Company neither owns or leases any real or personal property. Office services are provided without charge by a director. 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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Unaudited Financial Statements

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 or leases any real or personal property. Office services are provided without charge by a director.

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

See INDEX TO EXHIBITS.



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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: Thursday, August 26, 1999



By:/s/ Frank B. Treadway III

Frank B. Treadway III, President



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INDEX TO EXHIBITS



|Exhibit Number | Name and/or Identification of Exhibit                                                                                                                                                                                                                           
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.             | Underwriting Agreement                                                                                                                                                                                                                                          
|               | Not applicable                                                                                                                                                                                                                                                  
|2.             | Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession                                                                                                                                                                                    
|               | Not applicable                                                                                                                                                                                                                                                  
|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.                      
|4.             | Instruments Defining the Rights of Security Holders                                                                                                                                                                                                             
|               | No instruments other than those included in Exhibit 3                                                                                                                                                                                                           
|5.             | Opinion on Legality                                                                                                                                                                                                                                             
|               | Not applicable                                                                                                                                                                                                                                                  
|6.             | No Exhibit Required                                                                                                                                                                                                                                             
|               | Not applicable                                                                                                                                                                                                                                                  
|7.             | Opinion on Liquidation Preference                                                                                                                                                                                                                               
|               | Not applicable                                                                                                                                                                                                                                                  
|8.             | Opinion on Tax Matters                                                                                                                                                                                                                                          
|               | Not applicable                                                                                                                                                                                                                                                  
|9.             | Voting Trust Agreement and Amendments                                                                                                                                                                                                                           
|               | Not applicable                                                                                                                                                                                                                                                  
|10.            | Material Contracts                                                                                                                                                                                                                                              
|               | Web Site Services and Marketing Agreement with Janeva Corporation. 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.      
|11.            | Statement Re Computation of Per Share Earnings                                                                                                                                                                                                                  
|               | Not applicable - Computation of per share earnings can be clearly determined from the Statement of Operations in the Company's financial statements                                                                                                             
|12.            | No Exhibit Required                                                                                                                                                                                                                                             
|               | Not applicable                                                                                                                                                                                                                                                  
|13.            | Annual or Quarterly Reports - Form 10-Q                                                                                                                                                                                                                         
|               | Not applicable                                                                                                                                                                                                                                                  
|14.            | Material Foreign Patents                                                                                                                                                                                                                                        
|               | None. Not applicable                                                                                                                                                                                                                                            
|15.            | Letter on Unaudited Interim Financial Information                                                                                                                                                                                                               
|               | Not applicable                                                                                                                                                                                                                                                  
|16.            | Letter on Change in Certifying Accountant                                                                                                                                                                                                                       
|               | Not applicable                                                                                                                                                                                                                                                  
|17.            | Letter on Director Resignation                                                                                                                                                                                                                                  
|               | Not applicable                                                                                                                                                                                                                                                  
|18.            | Letter on Change in Accounting Principles                                                                                                                                                                                                                       
|               | Not applicable                                                                                                                                                                                                                                                  
|19.            | Reports Furnished to Security Holders                                                                                                                                                                                                                           
|               | Not applicable                                                                                                                                                                                                                                                  
|20.            | Other Documents or Statements to Security Holders                                                                                                                                                                                                               
|               | None - Not applicable                                                                                                                                                                                                                                           
|21.            | Subsidiaries of Small Business Issuer                                                                                                                                                                                                                           
|               | None - Not applicable                                                                                                                                                                                                                                           
|22.            | Published Report Regarding Matters Submitted to Vote of Security Holders                                                                                                                                                                                        
|               | Not applicable                                                                                                                                                                                                                                                  
|23.            | Consent of Experts and Counsel                                                                                                                                                                                                                                  
|               | Not applicable                                                                                                                                                                                                                                                  
|24.            | Power of Attorney                                                                                                                                                                                                                                               
|               | Not applicable                                                                                                                                                                                                                                                  
|25.            | Statement of Eligibility of Trustee                                                                                                                                                                                                                             
|               | Not applicable                                                                                                                                                                                                                                                  
|26.            | Invitations for Competitive Bids                                                                                                                                                                                                                                
|               | Not applicable                                                                                                                                                                                                                                                  
|27.            | Financial Data Schedule                                                                                                                                                                                                                                         
|               | Financial Data Schedule of Digital Music Creations ending June 30, 1999                                                                                                                                                                                         
|28.            | Information from Reports Furnished to State Insurance Regulatory Authorities                                                                                                                                                                                    
|               | Not applicable                                                                                                                                                                                                                                                  
|29.            | Additional Exhibits                                                                                                                                                                                                                                             
|               | Option agreement between Frank Treadway III and Digital Music Creations. 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.



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