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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC
20549


FORM 10-Q/A

(Amendment No. 1 to
Form 10-Q)


(Mark One)

|    |                                                                                         | 
|--- | --------------------------------------------------------------------------------------- | 
|[X] | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2001

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: 0-29583

Loudeye Technologies, Inc.

(Exact name of registrant as
specified in its charter)


|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 91-1908833
(I.R.S. Employer Identification No.)

|                                                                                                     |  |                 
|---------------------------------------------------------------------------------------------------- |  | ----------------
|Times Square Building 414 Olive Way, Suite 500, Seattle, WA
(Address of principal executive offices) |  | 98101
(Zip Code)

206-832-4000
(Registrants telephone number, including area code)

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 [   ]

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

|        |                                | 
|------- | ------------------------------ | 
|Common  | 44,391,537                     | 
|(Class) | (Outstanding at July 30, 2001) | 



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EXPLANATORY NOTE

We are filing this amendment to our Quarterly Report on Form 10-Q for the
period ended June 30, 2001, as filed with the Securities and Exchange
Commission on August 14, 2001, in order to add a paragraph to Part II, Item 2
Changes in Securities and Use of Proceeds. Accordingly, Part II, Item 2 is
being resubmitted in its entirely.

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|                           |                                                   |  |  |  |  |  |  | 
|-------------------------- | ------------------------------------------------- |  |  |  |  |  |  | 
|PART II. OTHER INFORMATION
|                           | ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
|SIGNATURES                




PART II. OTHER INFORMATION




ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS



| | (c) |  | Recent Sales of Unregistered Securities
| | --- |  | ---------------------------------------

On July 10, 2001, pursuant to the June 2000 acquisition agreement for
VidiPax, Inc., we issued 2,189,111 shares of Loudeye Common Stock to the sole
stockholder of VidiPax, Inc. and to two consultants in connection with the
transaction. The shares issued pursuant to the acquisition were issued in
reliance on the exemption from registration provided by Section 4(2) under the
Act. The investors made certain representations to us as to investment intent,
their receipt of all information they considered necessary or appropriate in
deciding whether to purchase the securities, their knowledge and experience in
financial or business matters such that they were capable of evaluating the
risks and merits of the investment in the securities, and their ability to bear
the economic risk of the investment in the securities, that they possessed a
sufficient level of financial sophistication and that they received information
about us. The shares issued in the transactions were subject to restrictions
on transfer absent registration under the Securities Act, and no offers to sell
the securities were made by any form of general solicitation or general
advertisement.

On June 8, 2001, we issued 550,000 shares of Loudeye Common Stock to eWave
Networks, Inc., and provided other consideration , in exchange for eWaves
interest in the capital stock of Addition Systems, Inc., a Delaware company,
and Monstar Labs Limited, a New Zealand company. In issuing these securities,
we relied on Section 4(2) of the Securities Act, on the basis that the
transaction did not involve a public offering. No underwriter or placement
agent was used. eWave made certain representations to us as to its investment
intent, its receipt of all information it considered necessary or appropriate
in deciding whether to purchase the securities, its knowledge and experience in
financial or business matters such that it was capable of evaluating the risks
and merits of the investment in the securities, and its ability to bear the
economic risk of the investment in the securities. The securities issued in
the transaction were subject to restrictions on transfer absent registration
under the Securities Act, and no offers to sell the securities were made in the
form of general solicitation or general advertisement.

On May 15, 2001, as consideration for a business alliance, we issued
25,000 shares of Loudeye Common Stock to a single, sophisticated, accredited
investor in connection with a commercial agreement. The shares were issued
pursuant to the private offering exemption under section 4(2) of the Securities
Act of 1933. The securities issued in the transaction were subject to
restrictions on transfer absent registration under the Securities Act, and no
offers to sell the securities were made in the form of general solicitation or
general advertisement.



| | (d) |  | Use of Proceeds from Sales of Registered Securities
| | --- |  | ---------------------------------------------------

The net proceeds of our initial public offering and the concurrent sale of
shares to Akamai Technologies, Inc. which both closed on March 15, 2000, as
well as the underwriters over-allotment option exercised on April 14, 2000,
totaled $82.0 million. As of June 30, 2001, we have used approximately $78.6
million of those proceeds for working capital and general corporate purposes,
including increased spending on sales and marketing, customer support, research
and development, expansion of our operational and administrative
infrastructure, and the purchase of capital equipment and businesses. We expect
to use the remaining proceeds of the offering for similar purposes. In
addition, we may use a portion of the net proceeds to acquire or invest in
complementary businesses, technologies, product lines or products. However,
specific amounts for any future use of proceeds have not yet been determined
and we have no current plans, agreements or commitments with respect to any
such acquisition. Pending these uses, we intend to invest the net proceeds in
short-term, interest-bearing, investment grade securities with original
maturities of less than one year.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized, on August 28, 2001.

| |                                                                                               |                    
| | --------------------------------------------------------------------------------------------- | -------------------
| | LOUDEYE TECHNOLOGIES, INC                                                                    
|
| | By:                                                                                           | /s/ BRADLEY A. BERG
| |                                                                                              
| | Bradley A. Berg
Senior Vice President and Chief
Financial Officer
Principal Financial Officer

| |                                                                                 |                    
| | ------------------------------------------------------------------------------- | -------------------
| | By:                                                                             | /s/ JEROLD J. GOADE
| |                                                                                
| | Jerold J. Goade
Vice President Finance, Controller
Principal Accounting Officer

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