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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

     [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

                  For The Quarterly Period Ended March 31, 2000
                                       or

      [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                 For The Transition Period From _____ to ______


                        Commission File Number 000-22172

                              recordLab CORPORATION
        (Exact name of small business issuer as specified in its charter)


      Washington                                         91-1345532
(State of incorporation)                   (I.R.S. Employer Identification No.)


                        1605 NW Sammamish Rd., Suite 205
                           Issaquah, Washington 98027
                    (Address of principal executive offices)

                                 (425) 391-3610
                           (Issuer's telephone number)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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
                               -----           -----

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                 Common stock, no par value; shares outstanding;
                          16,642,291 as of May 16, 2000

<PAGE>

                              recordLab CORPORATION
                              INDEX TO FORM 10-QSB


                                                                           Page
                                     PART I
                             FINANCIAL INFORMATION

Item 1.       Financial Statements..........................................  3

              a)      Balance Sheets - March 31, 2000 and December 31, 1999

              b)      Statements of Operations - For the Three Months Ended
                      March 31, 2000 and 1999

              c)      Statements of Cash Flows - For the Three Months Ended
                      March 31, 2000 and 1999

              d)      Notes to Financial Statements

Item 2.       Management's Discussion and Analysis or
              Plan of Operation ............................................  7


                                     PART II

                                OTHER INFORMATION

Item 1.       Legal Proceedings............................................. 13

Item 2.       Changes in Securities and Use of Proceeds..................... 13

Item 3.       Defaults Upon Senior Securities .............................. 13

Item 4.       Submission of Matters to a Vote of Security Holders .......... 14

Item 5.       Other Information............................................. 14

Item 6.       Exhibits and Reports on Form 8-K ............................. 14


SIGNATURE................................................................... 15





<PAGE>


ITEM 1.  Financial Statements

                            recordLab CORPORATION
                               BALANCE SHEETS
<TABLE>
<S>                                          <C>                <C>
                                   ASSETS
                                             At March 31,      At December 31,
                                                 2000               1999
                                             (Unaudited)
                                            --------------     --------------
Current assets:
  Cash and cash equivalents                     $ 153,000          $ 198,000
  Accounts receivable - net of allowances          98,000             63,000
  Inventories                                      34,000             38,000
  Prepaid expenses and other assets                37,000             12,000
                                            --------------     --------------
    Total current assets                          322,000            311,000
Property & equipment, net of accumulated
  depreciation of $1,093,000 and $1,010,000,
  respectively                                    574,000            476,000
Debt issuance costs, net of accumulated
  amortization of $1,216,000 and $770,000,
  respectively                                          -            446,000
                                            --------------     --------------
Total assets                                    $ 896,000        $ 1,233,000
                                            ==============     ==============


                      LIABILITIES & SHAREHOLDERS' DEFICIT

Current liabilities:
  Trade accounts payable                      $ 1,295,000        $ 1,199,000
  Note payable - line of credit,
    net of discount                             2,000,000          1,500,000
  Current portion of long-term debt                     -                  -
  Accrued wages & payroll taxes                   124,000            118,000
  Other accrued expenses                          522,000            414,000
  Deferred revenue                                  6,000              6,000
                                            --------------     --------------
    Total current liabilities                   3,947,000          3,237,000

Comitments and contingencies                            -                  -

Shareholders' (deficit) equity
  Common stock, no par value; 50,000,000
    shares authorized, 16,836,000 issued
    and outstanding in 2000 and 7,251,000
    issued and outstanding in 1999             25,858,000         25,121,000
  Additional paid-in capital                    6,175,000          5,885,000
  Deferred stock compensation                    (100,000)          (162,000)
  Notes receivable from shareholders             (109,000)          (109,000)
  Accumulated deficit                         (34,875,000)       (32,739,000)
                                            --------------     --------------
    Total shareholders' deficit                (3,051,000)        (2,004,000)
                                            --------------     --------------
Total liabilities and shareholders'deficit      $ 896,000        $ 1,233,000
                                            ==============     ==============

</TABLE>

                 See accompanying notes to financial statements.

<PAGE>

                             recordLab CORPORATION
                           STATEMENTS OF OPERATIONS
                                 (Unaudited)

<TABLE>
<S>                                         <C>                <C>
                                                     Quarter Ended
                                                        March 31,
                                            ---------------------------------
                                                 2000               1999
                                            --------------     --------------
Revenues                                         $ 55,000          $ 133,000
Cost of revenues                                   12,000             41,000
                                            --------------     --------------
Gross profit                                       43,000             92,000

Operating expenses:
  Sales and marketing                             120,000            203,000
  General and administrative                      808,000            357,000
  Research and development                        647,000            101,000
                                            --------------     --------------
    Total operating expenses                    1,575,000            661,000

Operating loss                                 (1,532,000)          (569,000)
Interest expense                                 (500,000)          (240,000)
Other expense                                    (103,000)            (7,000)
                                            --------------     --------------
Net loss                                     $ (2,135,000)         $(816,000)
                                            ==============     ==============

Net loss per share (basic)                        $ (0.13)           $ (0.11)
                                            ==============     ==============

Net loss per share (diluted)*                     $ (0.13)           $ (0.11)
                                            ==============     ==============
* Common stock equivalents not included, as it would be anti-dilutive

Weighted average shares outstanding            16,592,000          7,251,000
                                            ==============     ==============

</TABLE>

              See accompanying  notes to financial statements.

<PAGE>


                            recordLab CORPORATION
                          STATEMENTS OF CASH FLOWS
                                (Unaudited)

<TABLE>
<S>                                         <C>                <C>
                                                     Quarter Ended
                                                        March 31,
                                            ---------------------------------
                                                 2000               1999
                                            --------------     --------------
Cash flows used for operations:
  Net loss                                   $ (2,135,000)        $ (816,000)
                                            --------------     --------------
  Adjustments to reconcile net loss to net cash
    provided by operating activities:
      Depreciation & amortization                  82,000             23,000
      Non-cash interest and other expenses        290,000            250,000
      Amortization of debt issuance costs         446,000                  -
      Deferred stock compensation                  62,000                  -
    (Increase) decrease in assets:
      Accounts receivable, net                    (35,000)            89,000
      Inventories                                   4,000              2,000
      Prepaid expenses & other assets             (25,000)             3,000
    Increase (decrease) in liabilities:
      Trade accounts payable                       96,000            271,000
      Accrued wages & payroll taxes                 6,000              1,000
      Other accrued expenses                      108,000           (179,000)
      Deferred revenue                                  -                  -
                                            --------------     --------------
        Total adjustments                       1,034,000            460,000
                                            --------------     --------------
Net cash used by operationing activities       (1,101,000)          (356,000)
                                            --------------     --------------
Cash flows used for investing:
  Additions to property & equipment              (181,000)                 -
                                            --------------     --------------
        Net cash used for investing              (181,000)                 -
                                            --------------     --------------
Cash flows from financing:
  Issuance of common stock                        737,000                  -
  Proceeds from borrowings on note
    payable to bank                               500,000                  -
  Proceeds from issuance of long-term debt
    and warrants, net of debt issue costs               -            225,000
                                            --------------     --------------
        Net cash provided by financing          1,237,000            225,000
                                            --------------     --------------

Net change in cash and cash equivalents           (45,000)          (131,000)
Cash and cash equivalents, beginning of year      198,000            270,000
                                            --------------     --------------
Cash and cash equivalents, end of period        $ 153,000          $ 139,000
                                            ==============     ==============
</TABLE>

               See accompanying notes to financial statements.


<PAGE>

                              recordLab CORPORATION

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


Interim Financial Information

         The condensed  financial  statements included herein have been prepared
by recordLab  Corporation (the "Company") without audit,  according to the rules
and regulations of the Securities and Exchange  Commission.  Certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance  with  generally  accepted  accounting  principles  have been omitted
pursuant to such rules and regulations.  However,  in the opinion of management,
the  accompanying   unaudited  financial   statements  contain  all  adjustments
considered  necessary  to present  fairly the results  for the  interim  periods
presented.  The accompanying  condensed  financial  statements and related notes
should  be read  in  conjunction  with  the  Company's  1999  audited  financial
statements included in its Annual Report on Form 10-KSB/A filed April 28, 2000.

         The results of operations for the three months ended March 31, 2000 are
not  necessarily  indicative of the results to be expected for the full calendar
year.

Going Concern

The Company has incurred  substantial  operating  losses during the past several
years and has a net capital  deficiency that raise  substantial  doubt about its
ability to continue  as a going  concern.  The  financial  statements  have been
prepared  assuming  the  Company  will  continue  as a going  concern and do not
include  any   adjustments  to  reflect  the  possible  future  effects  on  the
recoverability and classification of assets and liabilities that may result from
this  uncertainty.  For  further  discussion  see  Management's  Discussion  and
Analysis or Plan of Operation.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


Accounts Receivable and Major Customer Information

         Accounts  receivable from Original  Equipment  Manufacturers  (OEM) and
other resellers are summarized as follows:

<TABLE>
<S>                                         <C>                <C>

                                                  March 31,     December 31,
                                                    2000            1999

      OEM                                         $ 8,000           $ 7,000
      Resellers and other                         582,000           548,000
                                            --------------     --------------
        Subtotal                                  568,000           555,000
      Less:  Allowance for doubtful accounts      (22,000)          (22,000)
             Allowance for sales returns         (470,000)         (470,000)
                                            ==============     ==============
      Total accounts receivable                  $ 98,000          $ 63,000
                                            ==============     ==============
</TABLE>

         Accounts receivable  consists  principally of amounts due from OEMs and
reseller  customers for licensing fees,  royalties and direct sales of products.
OEM  customer  payment  terms  typically  are one year in  duration  and require
payments to be made in  quarterly  installments.  At March 31, 2000 and December
31, 1999,  OEM accounts  receivable  amounts not yet due were $0, equal to 0% of
total OEM  receivables.  Reseller  payment terms typically are  standardized and
similar  to those  given  software  distributors.  At March 31,  2000,  reseller
accounts  receivable  amounts not yet due were $0, equal to 0% of total reseller
receivables compared to $1,000, equal to 1% at December 31, 1999.

         The  Company's  primary  credit  concentrations  involve  domestic  and
foreign OEM and reseller  customers.  Domestic  customers  comprised $560,000 of
accounts  receivable  at March 31,  2000,  compared to $526,000 at December  31,
1999.  Foreign  customers  comprised $8,000 of accounts  receivable at March 31,
2000 compared to $0 at December 31, 1999.

Income Taxes

         No  income  taxes are  payable  at March 31,  2000,  the  result of the
Company's  year-to-date  loss and the result of  Federal  net  operating  losses
through December 31, 1999 of  approximately  $30.5 million that may reduce taxes
due in future periods and expire beginning in 2008. In certain circumstances, as
specified  in the  Internal  Revenue  Code,  a 50% or more  ownership  change by
certain combinations of the Company's  stockholders during any three-year period
would  result  in  limitations  on the  Company's  ability  to  utilize  its net
operating  loss  carry-forward.  As a result of  investment  and  conversion  of
convertible debt to equity totaling $3.2 million, a 50% or more ownership change
has occurred.

Inventories

Inventories are summarized as follows:

<TABLE>
<S>                                         <C>                <C>
                                               March 31,        December 31,
                                                 2000               1999

Raw materials                                    $ 29,000           $ 17,000
Finished goods                                     10,000             27,000
Less:  Allowance for obsolescence                  (5,000)            (6,000)
                                            --------------     --------------
      Total inventories                          $ 34,000           $ 38,000
                                            ==============     ==============
</TABLE>

In June 1998, Statement of Financial Accounting Standards No. 133, Accounting
for Derivative Instruments and Hedging Activities (FAS 133), was issued. This
pronouncement standardizes the accounting for derivative instruments by
requiring that an entity recognize those items as assets or liabilities in the
financial statements and measure them at fair value. FAS 133 is required to be
adopted by the Company for the year ending December 31, 2001. The Company is
currently reviewing the requirements of FAS 133 and assessing its impact on the
Company's financial statements.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101) which
must be adopted by the Company by June 30, 2000. SAB 101 provides additional
guidance on revenue recognition as well as criteria for when revenue is
generally realized and earned. The Company is currently reviewing the
requirements of SAB 101 and assessing its impact on the Company's financial
statements.

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         The  following  discussion  should  be read  in  conjunction  with  the
financial  statements  and the notes  thereto  appearing  elsewhere in this Form
10-QSB.

IN ADDITION TO HISTORICAL INFORMATION, THIS FORM 10-QSB CONTAINS FORWARD-LOOKING
STATEMENTS SUCH AS STATEMENTS OF THE COMPANY'S  EXPECTATIONS,  PLANS, OBJECTIVES
AND  BELIEFS.  THESE  STATEMENTS  USE SUCH  WORDS AS  "MAY,"  "WILL,"  "EXPECT,"
"ANTICIPATE,"  "BELIEVE," "PLAN," AND OTHER SIMILAR TERMINOLOGY.  ACTUAL RESULTS
COULD DIFFER  MATERIALLY  DUE TO CHANGES IN THE MARKET  ACCEPTANCE  OF RECORDLAB
PRODUCTS,  MARKET INTRODUCTION OR PRODUCT  DEVELOPMENT DELAYS,  GLOBAL AND LOCAL
BUSINESS CONDITIONS, LEGISLATION AND GOVERNMENTAL REGULATIONS,  COMPETITION, THE
COMPANY'S  ABILITY TO  EFFECTIVELY  MAINTAIN  AND UPDATE ITS PRODUCT  PORTFOLIO,
SHIFTS IN TECHNOLOGY,  POLITICAL OR ECONOMIC  INSTABILITY IN LOCAL MARKETS,  AND
CURRENCY AND EXCHANGE RATES. THESE  FORWARD-LOOKING  STATEMENTS SPEAK ONLY AS OF
THE DATE HEREOF.  THIS  DISCUSSION  SHOULD BE READ  TOGETHER  WITH THE FINANCIAL
STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED IN THIS FORM 10-QSB.

General

         recordLab  Corporation  (formerly Midisoft Corporation) (the "Company")
has since its  incorporation  in 1986  developed  software  for the creation and
distribution  of music  and the  control  of sound on  personal  computers.  The
products  have  enabled  users to learn to play  instruments,  create  and share
music, produce print quality sheet music and view the musical notation of sounds
as they are being played on the computer or just enjoy the  experience  of sound
on the PC. The  Company  has  refined  and  expanded  these  products to include
playing and viewing other forms of media, such as video.

         In the past the  Company has  marketed  its  products in several  ways.
Media utilities were sold to original  equipment  manufacturers  ("OEM's"),  who
incorporated   these   utilities  into  their  products  for  sale  to  computer
manufacturers  or end users. The Company has also formed alliances with Internet
content  aggregators  and  providers to download  its Internet  Media Player and
other Internet  products.  Although these sources of revenue are  unpredictable,
the  costs  of  revenues  are  minimal  and  the  Company  continues  to  pursue
opportunities in this area.

         The Company's consumer products have been sold primarily through retail
stores  specializing  in the sale of personal  computers  and  software.  As the
ownership  of PC's has become  more  common,  the  Company  added  direct  sales
channels in an effort to reach more potential users of its boxed  products.  Two
years ago the Company began selling through music and instrument stores to reach
amateur   musicians  and  in  1999  the  introduction  of  Worship  Studio  made
distribution through Christian bookstores an essential new channel.

         The Company believes that amateur musicians and aspiring artists do not
have a place to go on the  Internet  to learn how to make music or to make their
music better.  They are limited to their local  stores,  teachers and network of
friends.  The Company intends to change that by providing easy and direct access
to top music industry talent, expertise,  technology and learning opportunities.
With this category-creation  opportunity, the Company is focused on reaching the
broadest  number of  musicians  possible  and intends to capture and sustain the
leadership position in the music creation space on the Internet.

         In the fourth quarter of 1999, the Company  announced  sweeping changes
in its business and revealed a new corporate identity and strategies that deploy
its  proprietary  music  creation  technology,  and  complimentary  services and
products,  over the Internet.  The Company's core customer focus continues to be
the amateur and  non-professional  musician  and  aspiring  artist.  In order to
implement this change in strategy,  recordLab diverted marketing  resources from
traditional sales channels to invest in website  infrastructure  development and
product  technology  engineering.  These changes have had the effect of removing
the Company's products from the computer/software retail channel, which has been
the source of most of the  Company's  revenue  since its  founding in 1986.  The
withdrawal  from  this  channel  has  resulted  in a  significant  reduction  in
revenues.

         The Company  believes this  reduction in sales will continue  until the
development of the recordLab.com website infrastructure, product engineering and
complimentary content and service creation is substantially completed, which the
Company anticipates will take place during the year 2000.  However,  the Company
will not be able to fund  this  development  from  operations  and will  require
additional investment to continue operations and complete  implementation of its
plans.  The Company has invested and intends to continue  investing the majority
of its financial and  management  resources on website and product  development,
marketing and promotion,  strategic  relationships  and technology and operating
infrastructure.

         In   November   1999  the   Company   opened  its   flagship   website,
recordLab.com. When completed later this year, the website will present a series
of online learning laboratories providing information,  education,  downloadable
music creation software, musical equipment,  business and entertainment services
that offer visitors  access to the knowledge and technology  that simplifies the
process of composing, writing, recording, editing and publishing music.

         The  Company's  core  strategy  is to create THE  platform  for amateur
creation of original musical content on the Internet. recordLab.com will provide
music authoring  software,  craft  enhancement  seminars and career  development
services  that allow  amateur  musicians  to produce  and improve  their  music.
Presented as a community-based  online "laboratory,"  recordLab.com will provide
members with: 1] access to expert knowledge of those practicing  specific crafts
within the music industry; and 2] the Company's technology that aims to simplify
the process of recording,  editing,  printing and distributing  their music. The
Company  believes  that  these are the keys to  enabling  amateur  musicians  to
contribute  original  artistic content and to creating  communities of interest.
This in turn,  creates  a  platform  for the  Company  to  deliver  a number  of
additional  complimentary  services to amateur  musicians.  The Company believes
that this strategy establishes  significant  differentiation between the Company
and its competition.

         The software market for audio and music on the PC is highly competitive
and changing  rapidly.  The  Company's  competitors,  many of which have greater
financial,  marketing and technical  resources  than the Company,  offer similar
products  and target the same  customers.  The Company  believes  its ability to
compete depends upon many factors within and outside its control,  including the
ability  to  offer  product  enhancements,  functionality,  performance,  price,
reliability,  customer  support,  sales and marketing  efforts and distribution.
There can be no assurance  that  competition  will not  adversely  affect future
operating results or financial condition.

         The  Company  will  continue  to sell its  boxed  product  directly  to
consumers,  through  existing  retail  channels  and through its  websites.  The
Company  will also  generate  revenues by selling  downloadable  music  software
(recording  and sheet  music  applications  and sound and  effects  add-ons  for
Internet  TapeDeck  and  iDrum),   selling  classes,   coursework  and  seminars
(streaming  videos of  professional  producers,  arrangers,  vocal  coaches  and
publishers)  and selling ads on the website and on its  Internet  Media  Player.
Revenue  from  music  fans  will  be  generated  from  advertising  accompanying
compelling content and consumer electronic merchandise.

         The Company's revenues include sales of software, software licenses and
services,  less  returns.  Cost of  revenues  includes  the  costs  of  manuals,
diskettes and duplication,  packaging materials, assembly, paper goods, shipping
and amortization of purchased software  technology and capitalized  software and
website  development  costs.  Cost of revenues as a percentage of sales is lower
for OEM sales than for distributor and direct sales because few direct costs are
involved.  Sales and marketing  expenses consist  primarily of salaries of sales
and  marketing  personnel,  customer  service and  technical  support  costs and
advertising and promotion expenses.  General and administrative expenses consist
of salaries of administrative personnel,  legal and accounting costs and general
operating  expenses  including  rent and  insurance.  Research  and  development
expenses consist  primarily of personnel and equipment costs required to conduct
the Company's development efforts.
         Revenues from sales to distributors  and resellers and direct sales are
recognized when products are shipped.  The Company's  software sales  agreements
generally do not involve any significant  obligations to customers subsequent to
delivery.  Revenues  from  products  licensed  to OEMs,  consisting  of one-time
license fees,  are  recognized at the time the software  master is delivered and
when the criteria for fixed fee revenue  recognition under Statement of Position
No. 97-2 "Software Revenue Recognition" are satisfied. Additional royalty use or
unit copy royalty fees are recognized when they are received pursuant to license
agreements upon notification of shipment from OEMs.

Comparison of Three months ended March 31, 2000 and 1999

         Revenues  for the three  months  ended March 31, 2000 were  $55,000,  a
decrease of $78,000,  compared to $133,000 for the same period in 1999. Sales to
software  distributors  and resellers,  together with direct sales were $55,000,
representing 100% of revenues in the three months ended March 31, 2000, compared
to $40,000 which  represented  30% of revenues for the same period in 1999.  OEM
sales  were  $1,000 and  $93,000  representing  2% and 70% for the same  periods
respectively. International sales accounted for 0% of the Company's revenues for
the three months ended March 31, 2000 and 11% in 1999. The reduction in revenues
is the  result  of  the  Company's  decision  to  redirect  resources  from  the
computer/software retail channel to the development of the web based business.

         Gross profit for the three  months ended March 31, 2000 was $43,000,  a
decrease of $49,000,  compared to $92,000 for the same period in the prior year.
As a percentage of revenues,  gross margin  increased to 78% in the three months
ended March 31, 2000 from 69% in 1999. The Company's  musical  instrument retail
channel,  direct sales and internet  downloads  have  resulted in  significantly
lower product returns and the associated inventory writedowns.

         Sales and marketing  expenses for the three months ended March 31, 2000
were $120,000,  a decrease of $83,000,  compared to $203,000 for the same period
in the prior year.  This  decrease is due  primarily  to the  reduction of costs
associated  with the  computer/software  retail  channel during the three months
ending March 31, 2000. As a percentage of revenues, sales and marketing expenses
increased  to 218% in the three  months  ended  March 31, 2000 from 153% for the
same period in 1999.  This increase was a direct result of lower revenues in the
quarter ended March 31, 2000.

         General and  administrative  expenses  for the three months ended March
31, 2000 were  $808,000,  an increase of $451,000,  compared to $357,000 for the
same period of the prior year.  This increase is the result of non-cash  charges
of  $263,000  related  to  stock  option  expense,  an  additional  $59,000  for
depreciation and amortization  expense, an increase of $81,000 for legal expense
and  settlement of claims,  $41,000 for strategic  planning for the new business
model and $25,000 for investor relations.

         Research and development  expenses for the three months ended March 31,
2000 were $647,000,  an increase of $546,000,  compared to $101,000 for the same
period in the prior year. As a percentage of revenues,  research and development
expenses  increased  to 1176% in the three  months ended March 31, 2000 from 76%
for the same period in 1999, as a result of lower revenues and  expenditures  of
$545,000  for website  content and  development  in the period  ending March 31,
2000.

Interest expense for the three months ended March 31, 2000 was $500,000 compared
to $240,000  for the same period in 1999,  an  increase  of  $260,000.  Interest
expense  includes   one-time  non-cash  charges  of  $446,000  relating  to  the
amortization of debt discount in the first quarter of 2000 and one-time non-cash
charges of $174,000 in the first  quarter of 1999,  relating to the valuation of
the  $250,000 of  convertible  debentures  and $50,000 for  amortization  of the
discount on the detachable  warrants issued through March 1999. Other expense of
$103,000 in the three  months  ended March 31,  2000 is  primarily  for one time
non-cash charges associated with warrants granted to new investors.

         No  income  taxes are  payable  at March 31,  2000,  the  result of the
Company's  year-to-date  loss and the result of federal net operating  losses at
December 31, 1999 of  approximately  $30,552,000.  The net operating  losses may
potentially reduce federal income tax liability, due in future periods and which
begin to expire in 2008, In certain  circumstances,  as specified in Section 382
of the  Internal  Revenue  Code,  a fifty  percent or more  ownership  change by
certain combinations of the Company's  stockholders during any three-year period
would  result  in  limitations  on the  Company's  ability  to  utilize  its net
operating  loss  carryforwards.  As a result of  investment  and  conversion  of
convertible debt to equity totaling $3.2 million, a 50% or more ownership change
has occurred.

Liquidity and Capital Resources

         As of March 31,  2000,  the  Company's  principal  sources of liquidity
included cash and cash  equivalents  of $153,000 and net accounts  receivable of
$76,000.  This compares to cash, cash equivalents and short-term  investments of
$198,000 and net accounts receivable of $63,000 at December 31, 1999. The change
in  liquidity  and capital  resources  is the result of negative  cash flow from
operations during the first quarter of 2000.

         The Company's  current  liabilities  at March 31, 2000 were  $3,947,000
compared to  $3,237,000  at December  31, 1999.  As of March 31,  2000,  working
capital totaled a negative  $3,625,000.  The Company's operating activities used
cash of  $1,101,000  for the three  month  period  ending  March 31,  2000,  due
primarily to operating losses of $1,576,000.  This use of cash is an increase of
$745,000 from the first quarter of 1999.  The increase in cash used in the first
quarter  of 2000  compared  to the same  quarter in 1999 is  principally  due to
higher  operating costs  associated  with the  development of the  recordLab.com
website.

         In  February  and March 2000 the  Company  sold  267,818  shares of the
Company's  common  stock to  several  investors.  The  agreements  provided  for
investment  at $2.75 per share,  yielding a total  investment  of $736,500.  The
agreements  further  provided  for three year  warrants to  purchase  10% of the
shares purchased under the agreements, or a total of 26,782 shares for $4.00 per
share.

         To date,  the Company has financed its operations  principally  through
net  proceeds  from two public  offerings  and  private  placements  of debt and
equity.  Cash on hand,  along with cash  generated from the sale of products and
collections of accounts receivable, will not be sufficient to meet the Company's
requirements  for the current  week.  The  Company's  ability to fund  continued
operations depends on raising additional capital immediately. Should the Company
be unable to raise additional capital this week, the Company will be required to
significantly reduce operations,  reduce expenses,  and may find it necessary to
file for protection  under the bankruptcy code. Such steps would have a material
adverse effect on the Company's  ability to establish  profitable  operations in
the future. The Company will continue to pursue other financing  arrangements to
increase  its cash  reserves.  There can be no  assurance  the  Company  will be
capable of raising  additional capital or that the terms upon which such capital
will be available to the Company will be acceptable.


Trade Debt and Other Matters

         As of March 31, 2000, the Company had $433,000 of accounts payable that
were current,  $150,000 extended to between 31 and 60 days and $712,000 extended
over 60 days. The level of extended  accounts payable results from the Company's
negative  operating  cash. The Company has entered into plans to extend payments
beyond due dates in the original purchase orders. There is no certainty that the
Company will be able to continue to meet extended payment terms. The Company has
received demand letters from certain  vendors  requesting  immediate  payment of
amounts owing them totaling  approximately  $610,000.  Six of these vendors have
initiated  litigation for claims or received  judgments  totaling  approximately
$81,000. The Company has reached settlement  agreements with some vendors and is
negotiating  with the  remainder.  Some vendors have stopped making sales to the
Company and others have required cash on delivery terms.

The Company is in default of its office lease  resulting from partial payment of
its lease obligation due on May 1, 2000. The lessor has agreed in principle to a
cure period and to forebear from enforcing its rights under the lease  agreement
until June 6, 2000.  If the lessor were to exercise  its rights under the lease,
it would have a material adverse effect on the Company's  operations.  Under the
terms of the  forbearance  agreement,  the lessor  grants to the  Company a cure
period  ending on June 6, 2000 by which date the  Company  must have paid to the
lessor a total of $68,000, applicable to lease payments due on May 1, and June1,
2000.

YEAR 2000

         The   information   provided   below   complies  with  the   disclosure
requirements under the Year 2000 Information and Readiness Disclosure Act.

         The Company  established a Y2K task force in early 1999 to identify and
correct any computer problems that may arise with hardware or software resulting
from the change of year from 1999 to 2000.  The task force  worked with  vendors
and  suppliers to assure that no  disruptions  would occur that would  interfere
with the Company's operations.  The Company's existing accounting system was not
Y2K compliant and the Company used this  opportunity to change to a more capable
accounting  system  rather  than  upgrade  the old  system.  The new  system  is
completely  installed  and  data  entry  is  proceeding.  The  Company  does not
anticipate any significant problems arising from this new installation.  To date
the Company has encountered no disruptions and is not aware of any problems with
any of its internal systems or the operation of any of its vendors or suppliers.
The total cost of this program has not been determined, but the Company believes
the cost of this  program  has not and will not have a  material  impact  on the
Company's operating results.

         While the  Company  is not aware of any  disruptions  or losses of data
resulting from Year 2000  problems,  there is no assurance that problems may not
arise after the  anticipated  event date. If such problems were to occur,  there
could  be  significant  loss  of data  that  may  affect  the  Company's  future
operations.  As part of the Y2K program the Company developed  contingency plans
in the event of any system  failures.  These plans call for frequent  backups of
critical data and arrangements  for substitute  systems in the event of hardware
or software failures.

Subsequest Events

         In April 2000 the  Company's  largest  shareholder  loaned the  Company
$120,000 on a promissory  note bearing  interest at 8% per annum payable in full
on or before  August 29, 2000.  All unpaid  principal  and  interest  shall bear
interest of 13% per annum after that date until all  outstanding  principal  and
interest are paid in full.

         In April 2000 the Company's Board of Directors elected  Dalton Kaye as
Chairman of the Board and Larry Foster as Vice-Chairman.

         In April 2000 an investor  purchased  100,000  shares of the  Company's
common stock for $118,750.  The investor  also  received  three year warrants to
purchase an additional 25,000 shares for $2.00 per share. The agreement requires
the Company to register the shares within 45 days.

Forward-Looking Statements

         This report  contains  certain  forward-looking  statements  within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange Act of 1934,  and such  statements  are subject to the safe
harbors created thereby. These forward-looking  statements include the plans and
objectives of management for future  operations,  including plans and objectives
relating to (a) the development of new music,  strategic and Internet  products,
(b)  the  expansion  of  domestic  and   international   marketing,   sales  and
distribution programs, (c) the continued protection of proprietary  technologies
and (d) the  ability  to  fund  continued  operations  out of  existing  working
capital,  additional capital infusion and cash flow from future operations.  The
forward-looking  statements  included  herein are based on current  expectations
that involve a number of risks and uncertainties. The forward-looking statements
also  assume that the Company  will be able to raise the  capital  necessary  to
continue  as a going  concern,  but there can be no  assurance  that  sources of
capital  to  sustain  operations  will  be  available.   These   forward-looking
statements  are based on  assumptions  that the Company will continue to develop
and introduce new music, strategic and Internet products on a timely basis, that
rapid changes in technology  will not make the  Company's  products  obsolete or
otherwise reduce their ability to compete in the  marketplace,  that competitive
conditions within the industry will not change materially or adversely, that the
use of multimedia  PC's in homes and small  offices will  continue to grow,  and
that there will be no material  adverse  change in the  Company's  operations or
business.  Assumptions  relating to the foregoing involve judgments with respect
to, among other things, future economic,  competitive and market conditions, and
future business  decisions,  all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that the assumptions underlying the forward-looking  statements
are reasonable,  any of the assumptions could prove inaccurate and, there can be
no assurance that the forward-looking  information will prove to be accurate. In
light  of  the  significant   uncertainties   inherent  in  the  forward-looking
information  included herein,  the inclusion of such  information  should not be
regarded  as a  representation  by the  Company  or any  other  person  that the
objectives or plans of the Company will be achieved.

<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS -

             In 1997, an entity ("Claimant") which sold substantially all of its
             assets to the Company in 1995 demanded  that the Company  arbitrate
             certain  claims  arising from the sale.  The claims  aggregated  in
             excess of $1 million. The parties reached an agreement in July 1998
             outside of  arbitration.  In exchange for the mutual release of all
             claims and  counterclaims,  the  Company  agreed to  provide  total
             consideration  of  $420,000,  $25,000  in cash  and  the  remainder
             comprised  of  forgiveness  of  $112,000  in debt and  issuance  of
             approximately  633,000 recordLab common shares.  The Company agreed
             to file a  registration  statement  for these shares within 30 days
             after final  authorization by the shareholders in 1998, but has not
             filed the registration statement as of this date. Payments totaling
             $20,000  have  been  made.  The debt of  $112,000  has  been  fully
             reserved and expense of $283,000 for the  additional  common shares
             has been booked as of December 31, 1998. recordLab agreed to remove
             restrictive  legends on 166,667 of previously  issued  shares.  The
             Company believes that the Claimant's  subsequent  actions nullified
             this agreement. In July 1999 the Company demanded the return of all
             consideration.  In December 1999 the Company  cancelled the 633,000
             shares  previously  issued and reserved the $269,000 related to the
             value  of those  shares.  recordLab  has  petitioned  the  court to
             dismiss the case. In April 2000,  the Company and Claimant  entered
             into  settlement  discussions,  which are  on-going.  The  ultimate
             outcome is unknown, but the Company is vigorously defending against
             the claim.

             In March 1997, a former sales  representative  ("Plaintiff")  filed
             suit in Michigan against the Company under a certain manufacturer's
             representative  agreement  ("Agreement")  entered  into between the
             parties  in  November  1994.  Plaintiff  claims  that  the  Company
             breached the Agreement by failing to pay commissions and is seeking
             damages in excess of  $75,000.  recordLab  denies that it failed to
             pay commissions under the Agreement and is asserting  counterclaims
             for over  payments  and return  credits.  Damages  asserted  by the
             Company exceed the damages claimed by the Plaintiff. The lawsuit is
             at the trial stage and the ultimate outcome cannot be determined at
             this time. The Company  believes that it has  meritorious  defenses
             and is vigorously defending against the claim.

             On April 3, 1997 the Company began arbitration  proceedings against
             a former customer. On September 24, 1997, the Company was awarded a
             judgement in the amount of $194,983.37 against the former customer.
             The amount of the award  represents the sum of 1) $160,000.00,  the
             unpaid  portion  of the  base  annual  license  royalty  under  the
             Company's  OEM License  Agreement and 2)  $34,983.37,  representing
             interest on the unpaid installments from their respective due dates
             through  the  date  of the  award  computed  at 12% per  annum.  In
             November 1998,  the former  customer had exhausted its appeals when
             the Washington State Court of Appeals denied the former  customer's
             appeal motion,  thereby terminating the appellate process. In March
             1999, the Company  amended the judgement to add attorneys' fees and
             interest  accrued  since the original  judgement  was entered.  The
             total amount of the amended  judgement is $247,925.34.  The Company
             has engaged a California law firm to enforce judgement in the state
             of California,  the  headquarters  location of the former customer.
             The  Company  has  reserved  the  entire  sum  of the  debt  on the
             financial statements as of December 31, 1999.

             The  Company has  received  demand  letters  from  certain  vendors
             requesting   immediate  payment  of  amounts  owing  them  totaling
             approximately   $610,000.  Six  of  these  vendors  have  initiated
             litigation for claims or received judgments totaling  approximately
             $81,000.  The Company has reached  settlement  agreements with some
             vendors and is negotiating  with the  remainder.  Some vendors have
             stopped  making sales to the Company and others have  required cash
             on delivery terms.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS - None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES - None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -

             The annual  meeting of  shareholders  was held on January  31, 2000
             near the Company's  headquarters in Issaquah,  Washington.  Matters
             submitted to the shareholders for a vote were as follows:

             Election of Directors - All Directors  were elected at the meeting.
             Mr.  Bauer and Mr.  Chasan,  whose terms  expire at the 2000 annual
             meeting,  each  received  15,036,720  votes for their  election and
             21,173 votes were  withheld.  Mr Foster and Ms. Murry,  whose terms
             expire at the 2001 annual meeting,  each received  15,036,503 votes
             for their election and 21,390 votes were withheld. Mr. Lloyd, who's
             term also expires at the 2001 annual meeting,  received  15,036,720
             votes for his election and 21,173 votes were withheld. Mr. Kaye and
             Mr Orbach, whose terms expire at the 2002 annual meeting,  received
             15,036,720 and 15,036,503 votes respectively for their election and
             21,173 and 21,390 votes respectively were withheld.

             Selection   of   Independent   Accountants   -  The   selection  of
             PricewaterhouseCoopers LLP as the Company's independent accountants
             was  ratified.  The  results  of the vote were  15,013,163  FOR and
             30,568 AGAINST with 14,162 abstentions.

             Proposal to Amend the  Articles of  Incorporation  to Increase  the
             Authorized  Common  Shares  to 50  Million  - This  increase  of 25
             million shares in the authorized  common shares was approved by the
             shareholders.  The  results  of the vote  were  14,862,573  FOR and
             173,371 AGAINST with 21,949 abstentions.

             Ratification of the 1999 Stock Option Plan - The plan was ratified.
             The shareholder  votes were 11,260,213 FOR and 198,641 AGAINST with
             50,546 abstentions and 3,548,493 broker non-votes.

ITEM 5.  OTHER INFORMATION - None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K -

a)       EXHIBITS - No. 27 Financial Data Schedule
b)       FORM 8-K - was filed on April 18, 2000  reporting  the change of the
         Company name from Midisoft Corporation to recordLab Corporation.


<PAGE>


                                    SIGNATURE

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                             recordLab CORPORATION
                                                  (Registrant)

Date: May 19, 2000

                                    BY:  /S/   Gary M. Cully
                                    Gary M. Cully, Vice President of Finance and
                                                   Chief Financial Officer