**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      DC 20549




FORM
      10-KSB




ANNUAL
      REPORT


Under
      Section 13 or 15(d) of the Securities Act of 1934


For
      the
      Fiscal Year Ended June 30, 2008




**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION**


(Formerly
      ARTHUR TREACHER’S, INC.)


(Name
      of
      Small Business Issuer in Its Charter)




UTAH
            34-1413104(State
                or Other Jurisdiction of
            I.R.S.
                EmployerIncorporation
                or Organization)
            Identification
                No.




720
      Fifth
      Avenue, New York, New York, 10019


10th
      Floor


(Address
      of principal executive offices)


(212)
      247-0581




Securities
                registered under Section 12(b) of the Act:Title
                of Each Class
            
            Name
                of Each Exchange on Whichto
                be so Registered
            
            Each
                Class is to be RegisteredSecurities
                registered under Section 12(g) of the Act:
            
            Common
                Stock, $.01 par value(Title
                of Class)




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 o


No x




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form
      10-KSB. x




State
      issuer's revenues for its most recent fiscal year. $ -0-


Shares
      outstanding: 53,864,165 at October 7, 2008.





State
      the aggregate market value of the voting stock held by non-affiliates computed
      by reference to the price at which the stock was sold, or the average bid and
      asked prices of such stock, as of a specified date within the past 60 days.
      (See
      definition of affiliate in Rule 12b-2 of the Exchange Act).


$1,037,000.





Note:
      if
      determining whether a person is an affiliate will involve an unreasonable effort
      and expense, the issuer may calculate the aggregate market value of the common
      equity held by non-affiliates on the basis of reasonable assumptions, if the
      assumptions are stated.
















**PART
      I BACKGROUND**




Digital
      Creative Development Corporation (the “Company”) is principally involved in
      acquiring and investing in software and high technology companies, with a focus
      on acquiring controlling interests. Prior to February 28, 2002, the Company’s
      primary business was the operation, franchising, ownership and development
      of
      Arthur Treacher’s Fish & Chip’s (“Arthur Treacher’s”) and Pudgie’s Famous
      Chicken (“Pudgie's”) fast food restaurants.




On
      February 28, 2002, the Company sold its 80% interest in Arthur Treacher’s, Inc.
      (Delaware) (“ATI (Delaware)”) to PAT Services, Inc. (“PAT Services”), an entity
      controlled by Mr. Jeffery Bernstein, the former head of the Company’s restaurant
      operations. Since the Spring of 2002, the Company has been inactive, except
      for
      managing its ownership interest in International Microcomputer Software Inc.
      (“IMSI”), now Broadcaster, Inc. (“Broadcaster”). (See additional information
      within this Section).




In
      February 2000, the Company formed a subsidiary, Digital Creative Development
      Corporation, a Delaware corporation (“DCDC (Delaware)”), for the purpose of
      investing in and acquiring entities engaged in creating and providing
      entertainment content to businesses and consumers through digital broadband
      and
      conventional distribution platforms. In August 2000, the Company, a Utah
      Corporation, changed its name from Arthur Treacher’s, Inc. to Digital Creative
      Development Corporation.




On
      August
      31, 2001, the Company signed a merger agreement (the “Merger Agreement”) with
      IMSI (n/k/a Broadcaster, Inc.) (“Broadcaster”). The Company was to merge into a
      wholly owned subsidiary of Broadcaster. Shareholders of the Company were to
      exchange shares of common stock of the Company for Broadcaster common stock
      constituting approximately 51% of the issued and outstanding common stock of
      Broadcaster. Upon execution of the Merger Agreement, the Company purchased
      a
      promissory note in the principal amount of $3,580,000 for $2,500,000, owed
      by
      Broadcaster to Union Bank of California, which note was to have been cancelled
      upon consummation of the merger.




On
      February 28, 2002, the Company and Broadcaster entered into an agreement, which
      provided for the conversion of the promissory note purchased by the Company
      into
      9,000,000 shares of common stock of Broadcaster plus $250,000 in cash to be
      paid
      in 15 monthly installments. The parties agreed to terminate the merger
      contemplated by the Merger Agreement. Broadcaster also agreed to prepare and
      file a registration statement registering 2,000,000 shares of common stock
      and
      to provide the Company with piggyback registration rights with respect to the
      remaining 7,000,000 shares. Effective January 31, 2002, certain members of
      the
      Boards of Directors of the Company and Broadcaster resigned, with no directors
      serving on the boards of either company. On June 25, 2007, Broadcaster effected
      a 1 for 2 stock split. As at October 7, 2008, the closing bid price of common
      stock of Broadcaster (symbol BCAS) as quoted on the OTC Bulletin Board was
      $0.19




From
      1982
      through June 2006, Broadcaster had been a developer and publisher of
      productivity software in precision design, graphics design and other related
      business applications, as well as graphics and CAD (Computer Aided Design)
      software and Internet technology. Broadcaster, a graphics and CAD
      (Computer-Aided-Design) software and Internet technology company headquartered
      in Novato, California, owned and operated three business divisions up to June
      2006.





On
      June
      2, 2006 Broadcaster closed its merger with AccessMedia Networks, Inc.
      (“AccessMedia”). On December 14, 2005 the board of the Company approved the
      execution of a Voting Agreement and Irrevocable Proxy in support of the
      transaction.  The Company's ownership stake in Broadcaster was reduced from
      approximately 25% to approximately 11% as a result of the issuance of shares
      of
      common stock of Broadcaster to the shareholders of AccessMedia. Under the merger
      agreement, if Broadcaster achieved certain performance milestones, the
      shareholders of AccessMedia were to be issued additional shares
      of Broadcaster which would further reduce the Company's ownership
      percentage. In the first calendar quarter of 2007, an additional 29.4 million
      shares of common stock of Broadcaster were issued to former shareholders of
      AccessMedia reducing the Company’s ownership in Broadcaster to
      approximately 6.5%. The combined company now trades under the ticker symbol
      BCAS, on the OTC Bulletin Board (OTCBB). As at October 7, 2008 the closing
      bid
      price of common stock of Broadcaster (symbol BCAS) as quoted on the OTC Bulletin
      Board was $0.19.


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          2 -




Several
      of the officers, directors and significant shareholders of Broadcaster were
      defendants in an action captioned Paul
      Goodman v. Spelling., et al in New
      York State Supreme Court.  On January 16, 2008,  Mr. Goodman commenced
      an action in New York State Supreme Court against Broadcaster and certain of
      its
      officers, directors, and shareholders, seeking monetary damages “in an amount to
      be determined but not less than $10 million plus other special, punitive and
      compensatory damages” for alleged defamation contained in a Company filing with
      the SEC.  Mr. Goodman sought and obtained an ex parte temporary restraining
      order, which was vacated by the Court upon hearing argument from the
      defendants.   This action had been removed and transferred to the
      Federal District Court for the Southern District of New York and then transfered
      to United States District Court for the Central District of California..
      Management of Broadcaster believes that the action was without merit and
      intended to defend them vigorously.




In
      addition, separate from the Company, Broadcaster and certain officers, directors
      and shareholders, were parties to several other legal actions.  The
      management of Broadcaster had disclosed that they believed these actions were
      also without merit and intended to defend them vigorously.





On
      September 2, 2008 Broadcaster announced that, in two related derivative actions
      currently pending in the Central District of California, a federal judge entered
      separate orders denying the applications of plaintiffs Paul Goodman and Baytree
      Capital Associates LLC ("Baytree"), respectively, for entry of a preliminary
      injunction. As a result of these orders, both of the temporary restraining
      orders (the "TROs") previously in place were immediately terminated.





On
      September 8, 2008 Broadcaster announced the acquisition of Lamplighter Studios
      which is an art service company that provides graphic art for online games;
      cell
      phone games; video games; and commercial video projects.




On
        October 8, 2008 Broadcaster announced the acquisition of Eyecandy Inc., a
        Delaware corporation whose principal operations are conducted in Shanghai,
        China
        through its subsidiary Eyecandy Media, Inc. Eyecandy Media provides cell
        phone
        applications to China Mobile and is expected to provide additional media
        applications and content such as casual games to the future 3G cell phone
        subscribers in China.




**Item
      1. Description of Business**




Overview




Until
      February 28, 2002 the Company’s primary business was the operation and
      franchising of Arthur Treacher’s and Pudgie’s restaurant concepts, as well as
      the co-branding of these concepts with Nathan’s Famous, Inc. (“Nathan’s”), Miami
      Subs Corporation (“Miami Subs”) and Kenny Rogers Roasters (“Kenny Rogers”).
      Currently, the Company does not have any existing operations.




Plan
      of Business





The
      Company intends to locate and enter into a transaction with an existing, public
      or privately-held company that in management's view has growth potential (a
      "Target Business"). A transaction with a Target Business may be structured
      as a
      merger, consolidation, exchange of the Company's common stock for stock or
      assets of the Target Business or any other form which will result in the
      combined enterprise remaining a publicly-held corporation. Acquisitions or
      business combinations may not be available at the times or on terms acceptable
      to us, or at all. In addition, acquiring, or combining with, a business involves
      many risks, including:




·
            unforeseen
                obligations or liabilities;




·
            difficulty
                assimilating the acquired operations and personnel;




-
          3 -





·
            risks
                of entering markets in which we have little or no direct prior experience;




·
            potential
                impairment of relationships with employees or customers as a result
                of
                changes in management; and




·
            potential
                dilutive issuances of equity, large and immediate write-offs, the
                incurrence of debt, and amortization of goodwill or other intangible
                assets.




The
      Company cannot make assurances that it will make any acquisitions or business
      combinations or that it will be able to obtain financing for such acquisitions
      or combinations. If any acquisitions or combinations are made, the Company
      cannot make assurances that will be able to successfully integrate the acquired
      or combined business into operations or that the acquired or combined business
      will perform as expected. Furthermore, Federal and state tax laws and
      regulations have a significant impact upon the structuring of transactions.
      Management will evaluate the possible tax consequences of any prospective
      transaction and will endeavor to structure a transaction so as to achieve the
      most favorable tax treatment. There can be no assurance that the Internal
      Revenue Service or relevant state tax authorities will ultimately assent to
      the
      tax treatment of a particular consummated transaction. To the extent the
      Internal Revenue Service or any relevant state tax authorities ultimately
      prevail in recharacterizing the tax treatment of a transaction, there may be
      adverse tax consequences to us, a target business and their respective
      stockholders. Tax considerations as well as other relevant factors will be
      evaluated in determining the precise structure of a particular transaction,
      which could be effected through various forms of a merger, consolidation or
      stock or asset acquisition. Pending negotiation and consummation of a
      transaction, the Company anticipates that it will have, aside from carrying
      on
      its search for a transaction partner, no business activities, and, thus, no
      source of revenue. Should the Company incur any significant liabilities prior
      to
      a combination with a Target Business, it may not be able to satisfy, without
      additional financing, such liabilities as are incurred.




Employees





As
      of
      June 30, 2008 and through the current date, the Company has no employees. Gary
      Herman, the Company’s Chairman, Chief Executive Officer, President and Secretary
      and Vincent De Lorenzo the Company’s Chief Financial Officer serve on a
      management consulting basis. Mr. De Lorenzo became Chief Financial Officer
      effective July 12, 2007 upon the resignation of Skuli Thorvaldsson , effective
      July 12, 2007.




Acquisitions




The
      Company has never held itself out as an investment company; its historical
      development has focused almost exclusively on restaurant, software and digital
      entertainment business. Although the Company continues to search for candidates
      with which to enter into business combinations or strategic transactions, it
      does not have an operating business except for its interest, as of October
      7,
      2008, in Broadcaster represented by its ownership interest of approximately
      3,100,000 shares of common stock of Broadcaster, constituting
      approximately 6.0% of the total outstanding shares of that entity’s common
      stock. These shares are reflective of Broadcaster’s 1 for 2 reverse
      split effected June 25, 2007.




An
      additional 225,000 shares of common stock, or approximately 0.43% of
      Broadcaster, Inc. is beneficially owned by Gary Herman, the Company’s Chairman,
      and 468,575 shares of common stock, or approximately 0.91% of Broadcaster,
      Inc.
      is beneficially owned by Bruce Galloway, the Company’s principal shareholder.
      Mr. Galloway also owns options to purchase, (i) 250,000 shares of Broadcaster’s
      common stock at $1.62 per share; (ii) 50,000 shares at $1.80 per share; (iii)
      32,500 shares at $3.80 per share; and (iv) 5,000 shares at $3.76 per share.
      The
      description of these options reflects Broadcasters’ 1 for 2 reverse split
      effected June 25, 2007.


-
          4 -





The
      Investment Company Act of 1940 (the “Act”) was primarily meant to regulate
“investment companies,” which generally include families of mutual funds of the
      type offered by the Fidelity and Vanguard organizations (to pick two of many),
      closed-end investment companies that are traded on the public stock markets,
      and
      certain non-managed pooled investment vehicles such as unit investment trusts.
      These entities are in the business of investing, reinvesting and trading in
      securities and generally own relatively diversified portfolios of publicly
      traded securities that are issued by companies not controlled by these entities.
      A company can, either deliberately or inadvertently, come to have the defining
      characteristics of an investment company within the meaning of the Act without
      proclaiming that fact or being willing to voluntarily submit itself to
      regulation as an acknowledged investment company. The Act and rules under it
      contain provisions to differentiate “true” operating companies from companies
      that may be considered to have sufficient investment-company-like
      characteristics to require regulation by the Act’s complex procedural and
      substantive requirements. These provisions apply to companies that own or hold
      securities, as well as companies that invest, reinvest and trade in securities,
      and particularly focus on determining the primary nature of a company’s
      activities, including whether an investing company controls and does business
      through the entities in which it invests or, instead, holds its securities
      investments passively and not as part of an operating business. For instance,
      under what is, for most purposes, the most liberal of the relevant tests, a
      company may become subject to the Act’s registration requirements if it either
      holds more than 45% of its assets in, or derives more than 45% of its income
      from, investments in companies that the investor does not primarily control
      or
      through which it does not actively do business. In making these determinations
      the Act generally requires that a company’s assets be valued on a current fair
      market value basis, determined on the basis of securities’ public trading price
      or, in the case of illiquid securities and other assets, in good faith by the
      company’s board of directors.




The
      Company has a significant position in Broadcaster and believes that it has
      a
      minimum of one year after it no longer controlled Broadcaster to comply with
      the
      provisions of the Act since it no longer controls Broadcaster. If the SEC takes
      the view that the Company has been operating and continues to operate as an
      unregistered investment company in violation of the Act, and does not provide
      the Company with a sufficient period to either register as an investment company
      or divest itself of investment securities and/or acquire non-investment
      securities, the Company may be subject to significant potential penalties.




In
      the
      absence of exemptions granted by the SEC (which are discretionary in nature
      and
      require the SEC to make certain findings), the Company would be required either
      to register as a closed-end investment company or a business development company
      under the Act. If the Company elects to register as a closed-end investment
      company under the Act, a number of significant requirements will be imposed
      upon
      the Company, including limits on the values of its investment securities as
      a
      percentage of its total assets, the make up of its board of directors and
      transactions with affiliates. In order to comply with the Act, the Company
      may
      need to acquire additional operating assets that would have a material effect
      on
      the Company’s operations. There can be no assurance that the Company could
      identify such operating assets to acquire or could successfully acquire such
      assets. Any such acquisition could result in the Company issuing additional
      shares that may dilute the equity of the Company’s existing stockholders, and/or
      result in the Company incurring additional indebtedness, which could have a
      material impact on the Company’s balance sheet and results of operations. Any of
      the above risks could result in a material adverse effect on the Company’s
      results of operations and financial condition.


-
          5 -




**Item
      2. Description of Property.**




The
      Company's principal executive offices are located at 720 Fifth Avenue,
      10 th Floor
      New York, NY 10019. The Company is utilizing office space of its President
      at a
      minimal cost to the Company until an acquisition or business transaction is
      consummated. The amount of office space currently utilized by the Company is
      insignificant.




**Item
      3. Legal Proceedings.**




The
      Company and its subsidiaries are from time to time involved in ordinary and
      routine litigation.




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




**None**




**PART
      II**




**Item
      5. Market for Common Equity and Related Stockholder Matters.**




The
      following table sets forth the high and low prices for the periods indicated
      as
      reported by the National Daily Quotation Service, Inc. between dealers and
      do
      not include retail mark-ups, mark-downs, or commissions and do not necessarily
      represent actual transactions, as reported by the National Association of
      Securities Dealers Composite Feed or other qualified inter-dealer quotation
      medium. On October 9, 2008 the closing bid price was $0.025 /share.





2007
                Fiscal YearFirst
                Quarter
            
            $
            0.38
            
            $
            0.13Second
                Quarter
            
            $
            0.14
            
            $
            0.07Third
                Quarter
            
            $
            0.23
            
            $
            0.10Fourth
                Quarter
            
            $
            0.22
            
            $
            0.10




2008
                Fiscal YearFirst
                Quarter
            
            $
            0.17
            
            $
            0.12Second
                Quarter
            
            $
            0.12
            
            $
            0.03Third
                Quarter
            
            $
            0.04
            
            $
            0.01Fourth
                Quarter
            
            $
            0.03
            
            $
            0.01





The
      Common Stock was recorded on the OTC Bulletin Board with the symbol DCDC.
      However in November
      2001, the Company's stock was delisted from the OTC Bulletin Board due to its
      failure to timely file its Form 10-KSB with the Securities and Exchange
      Commission. The stock is now traded on the Pink Sheets. On October 7, 2008
      the
      number of record holders of the Company's Common Stock was 488


-
          6 -




**Dividends**




In
      November and December 1997, the Company consummated a private placement with
      respect to equity units consisting of shares of its Series C Preferred Stock
      and
      warrants to purchase shares of common stock for aggregate proceeds of $990,000.
      The Company sold 9,900 shares of Series C Preferred Stock with warrants to
      purchase 148,500 shares of common stock attached. The preferred stock is not
      convertible, but may be redeemed at the option of the Company at a redemption
      price of $100/share plus accrued and unpaid dividends, at any time. The holders
      of the preferred stock are entitled to a cumulative dividend of 10% per annum,
      payable semi-annually, if and when the Board declares a dividend. On September
      28, 1998, the Company sold 4,000 shares of Series D Preferred Stock and Common
      Stock Purchase Warrants with gross proceeds of an aggregate amount of $400,000.
      The preferred stock is convertible into 400,000 shares of common stock. The
      holders of the preferred stock are entitled to a cumulative dividend of 15%
      per
      annum, payable semi annually, if and when the Board declares a dividend. To
      date, the Company has not paid any dividends on its Common Stock or Preferred
      Stock. The payment of dividends, if any, in the future is within the discretion
      of the Board of Directors and will depend upon the Company's earnings, its
      capital requirements and financial condition, and other relevant factors. The
      Company does not intend to declare any dividends in the foreseeable future,
      but
      instead intends to retain all earnings, if any, for use in the Company's
      business operations. No dividends may be distributed with respect to the Common
      Stock so long as there are accrued and unpaid dividends on the Series A and
      Series C Preferred Stock. The amount of accumulated and unpaid dividends on
      the
      Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock
      was approximately $1,507,500 as of June 30, 2008.




**Item
      6. Management's Discussion and Analysis or Plan of Operation.**




This
      Management's Discussion and Analysis of Financial Condition and Results of
      Operations of the Company should be read in conjunction with the Financial
      Statements and Notes thereto.




Safe
      Harbor Statement Under the Private Securities Litigation Reform Act of 1995.




The
      financial and business analysis below provides information that the Company
      believes is relevant to an assessment and understanding of the Company's
      consolidated financial condition, changes in financial condition, and results
      of
      operations. This financial and business analysis should be read in conjunction
      with the consolidated financial statements and related notes.




"Safe
      Harbor" Statement under the Private Securities Litigation Reform Act of 1995
      Certain matters and statements made in this Annual Report on Form 10-KSB
      constitute forward-looking statements within the meaning of Section 21E of
      the
      Securities Exchange Act of 1934. All such statements are made pursuant to the
      safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
      Wherever possible, the Company has identified these forward-looking statements
      by words such as "anticipates," "may," "believes," "estimates," "projects,"
      "expects" "intends," and words of similar import. In addition to the statements
      included in this Annual Report on Form 10-KSB, the Company and its
      representatives may from time to time make other oral or written forward-looking
      statements. All forward-looking statements involve certain assumptions, risks
      and uncertainties that could cause actual results to differ materially from
      those included in or contemplated by the statements. These assumptions, risks,
      and uncertainties include, but are not limited to, general business conditions,
      including the timing or extent of any recovery of the economy, the highly
      competitive nature of the industry in which the Company operates, the continued
      involvement of military forces in the war on terrorism, the speed with which
      consumers regain confidence in the safety of air transportation and other risks
      and uncertainties. All such forward-looking statements may be affected by
      inaccurate assumptions or by known or unknown risks and uncertainties, and
      therefore, those statements may turn out to be incorrect. Consequently, no
      forward-looking statement can be guaranteed. Actual future results may vary
      materially. All forward-looking statements are made as of the date of filing
      or
      publication. We undertake no obligation to publicly update any forward looking
      statements, whether as a result of new information, future events or otherwise.
      Investors are advised, however, to consult any further disclosures the Company
      makes in future filings with the Securities and Exchange Commission or in any
      of
      its press releases. This report contains certain statements of a forward-looking
      nature relating to future events or the future performance of the Company.
      Prospective investors are cautioned that such statements are only predictions
      and those actual events or results may differ materially.


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          7 -





**Results
      of Operations Fiscal 2008 and Fiscal 2007**





The
      Company had no operating revenues in fiscal years 2008 and 2007. General and
      administrative expenses increased by $94,800 from $231,100 principally due
      to
      higher administrative expenses, principally legal; consulting; and accounting
      costs.. Total Other Income decreased $124,000 from fiscal 2007 to $20,800
      principally due to lower realized gains on sales of securities. The net effect
      of the aforementioned resulted in a net loss of $305,100 in the 2008 fiscal
      year
      compared to a $86,300 loss for the 2007 fiscal year.





**Results
      of Operations Fiscal 2007 and Fiscal 2006**




The
      Company had no operating revenues in fiscal years 2007 and 2006. General and
      administrative expenses decreased by $33,300 from $264,400 principally due
      to
      lower administrative expenses. Total Other Income increased $85,300 from fiscal
      2006 to $144,800 principally due to realized gains on sales of securities.
      The
      net effect of the aforementioned resulted in a net loss of $86,300 in the 2007
      fiscal year compared to a $204,900 loss for the 2006 fiscal year.





**LIQUIDITY
      AND CAPITAL RESOURCES**




The
      Company’s current liabilities exceeded its current assets by $294,900 at June
      30, 2008, compared to current liabilities exceeding its current assets by
      $279,900 at June 30, 2007. The change in working capital is principally due
      to
      the decrease in market value of the Company’s holdings in Broadcaster, Inc The
      Company had cash or cash equivalents of $-0- and $5,000 at June 30, 2008 and
      2007, respectively. Marketable securities—current portion, had a market value of
      approximately $1.2 million and $1.1 million at June 30, 2008 and June 30, 2007,
      respectively.. Marketable securities----noncurrent portion was $7.4 million
      at
      June 30, 2007. All of the investment in Broadcaster is now shown as a current
      asset at June 30 ,2008.Current and Total Liabilities were $1.5 million and
      $1.3
      million at June 30, 2008 and at June 30, 2007, respectively.




In
      April
      2003, the Company issued $345,000 of secured promissory notes to a group of
      seven investors. The notes matured in August 2005 and bore interest at 10%.
      In
      addition, for each $60,000 of notes issued, the Company issued a warrant to
      purchase 1,000,000 shares of common stock at an exercise price of $0.01 per
      share. Approximately 373,845 shares of Broadcaster common stock currently
      held by the Company collateralize the promissory notes. The amount reflects
      the
      1 for 2 reverse split of shares of Broadcaster on June 25, 2007. The
      proceeds of these notes were used to repay a loan to Mr. Galloway and for the
      Company’s working capital requirements. The warrants issued in 2003 were valued
      at $392,500 and charged to interest expense over the term of the notes. The
      holders of promissory notes have exercised 4,750,000 of the warrants associated
      with their notes at $0.01 per share. Of the $345,000 Secured Promissory Notes,
      all but three of these noteholders whose notes total $195,000 have extended
      their notes to December 31, 2008.





The
      Company's management is confident that future extensions can be obtained if
      necessary, but there can be no assurance that the Company will be able to obtain
      such extensions. The three remaining noteholders have not agreed to extend
      and
      those notes are now currently in default.





On
      September 10, 2003 the Company extended a $300,000 bridge loan to Access
      Propeller, LLC ("Access"). This loan was secured against all the assets of
      Access. Access owns 81% of Jippii (USA), (n/k/a as DownPlay, Inc). DownPlay
      is
      in the business of providing downloadable mobile entertainment to cell phones
      and wireless devices. The loan bore interest at 10% and matured on February
      4,
      2004. In addition, the loan agreement allows the Company the option to make
      further investments of $900,000 in the form of preferred stock to acquire a
      total of 50.1% of the outstanding stock of Access. On October 31, 2003 the
      Company’s loan was converted into 304,250 shares of Preferred Series A stock. In
      December 2003, the Company decided not to make a further investment in Access
      or
      its subsidiary, DownPlay. Due to subsequent financings by Access, and the
      Company’s decision not to participate in those financings, it is estimated that
      the Company's ownership stake has been reduced to approximately
      3%.


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          8 -




After
      a
      review of both the recent financial history of Access and its prospects for
      profitability, the Company elected to provide a full allowance of its investment
      in Access as of June 30, 2005.




On
      September 18, 2003, the Company entered into a 15% one-year note (the “Note”)
      with IMSI (n/k/a Broadcaster, Inc.) whereby the Company borrowed $350,000.
      The
      Note was due, with interest, on September 18, 2004. 200,000 shares of
      Broadcaster common stock (which gives effect to the 1 for 2 reverse stock split
      of Broadcaster shares on June 25, 2007) currently owned by DCDC secure the
      Note.
      On September 18, 2004, the Company and Broadcaster entered into an amendment
      to
      the Note that extended the due date and provided for the Company to provide
      Broadcaster as additional collateral, its ownership stake in Access Propeller,
      LLC.




On
      January 5, 2005, Broadcaster sold and assigned the Note, which then had a
      principal amount of $325,000, to Multi-Mag Corporation ("Multi-Mag"). On June
      5,
      2005, the Company and Multi-Mag executed Amendment #2 to the promissory note.
      This amendment provided that DCDC pay all accrued interest due from September
      19, 2004 through June 17, 2005 to Multi-Mag no later than June 30, 2005. On
      June
      17, 2005, the Company remitted a payment of $38,979, and the maturity date
      of
      the Note had subsequently been extended until December 31,
      2005.




On
      December 14, 2005, the Company and Multi-Mag executed Amendment No. 3 to the
      Promissory Note. The amendment provided that DCDC pay all accrued interest
      due
      from June 18, 2005 through December 23, 2005. The Company remitted payment
      for
      $22,572 and the maturity date of the note was extended to May 31,
      2006.




On
      May
      31, 2006, the Company and Multi Mag executed Amendment No. 4 to the Promissory
      Note. This amendment provided that DCDC pay all accrued interest due from
      December 23, 2005 through May 31, 2006. The Company remitted a payment for
      $21,236 and the maturity date of the Note was extended to December 31,
      2006.




On
      May
      30, 2007, the Company and Multi-Mag executed Amendment #5 to the Promissory
      Note. This amendment provided that the maturity date on the Note was extended
      to
      December 31, 2007 upon the payment of accrued interest from June 1, 2006 through
      May 31, 2007 in the amount of $48,750 payable no later than July 15, 2007.
      This
      amount was paid on August 8 2007 and no default was declared.




The
      Company and Multi-Mag are currently in negotiations to extend the due date
      of
      the note. The Company's management is confident that future extensions can
      be
      obtained. And although extensions were obtained in the past, there can be no
      assurance that the Company will be able to obtain these extensions, if needed.




The
      Company believes that it will need additional financing and working capital
      to
      finance its operations. Without additional financing, the Company will be unable
      to continue its operations. Although the Company has obtained additional
      financing in the past and believes it could meet its needs through either
      additional borrowings or the sale of additional equity; however, there can
      be no
      assurance that the Company would succeed in obtaining any such financing, or
      that the terms of such transactions could be effected, or that such strategy
      will be successful.




Up
      until
      August 2007 the shares of Broadcaster, Inc. owned were "restricted
      securities" as defined in Rule 144 under the Securities Act of 1933. Under
      Rule
      144, the Company could publicly sell, within any three month period, a number
      of
      shares not to exceed one percent of Broadcaster, Inc.'s then outstanding shares
      of common stock. In the event that Broadcaster, Inc. became listed on the
      NASDAQ or on a national securities exchange, the maximum amount that could
      be
      sold was the greater of one percent of the outstanding shares and the average
      weekly trading volume of Broadcaster, Inc.'s common stock for the four weeks
      preceding the Company's filing of a notice of sale with the SEC. Since these
      shares were restricted, the shares, which could be sold within one
      year, were classified as a current asset and the balance of the shares were
      classified in other assets on the balance sheet.


-
          9 -





In
      August
      2007, that restriction was removed upon the departure from the Board of
      Directors of Broadcaster of Bruce Galloway in May 2007 ,a former director and
      significant shareholder of the Company. Accordingly, the restriction as to
      the
      balance sheet classification of these shares was also
      removed.





From
      time
      to time, the Company has sold and may sell a certain amount of its holdings
      in
      Broadcaster. The proceeds of any such sales are anticipated to be principally
      used by the Company for general working capital purposes. The Company has sold
      191,800 shares of IMSI (n/k/a Broadcaster, Inc.) from July 1, 2007 to June
      30,
      2008 and has used the proceeds of approximately $316,200 for general working
      capital purposes. Additionally, 106,000 shares of Broadcaster were sold
      from July 1, 2008 to October 7, 2008; the proceeds of approximately $20,000
      were
      used for general working capital purposes.





The
      amount of proceeds available to the Company from the sale of shares of
      Broadcaster depends upon the market for Broadcaster, which is subject to
      volatility in price and market volume.





The
      proceeds of any such sales are anticipated to be principally used by the Company
      for general working capital purposes. The Company anticipates that its working
      capital needs will be financed by sales of Broadcaster shares until and unless
      the Company acquires a profitable operating business or makes other
      investments.




**QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**





The
      Company’s equity investments are concentrated in Broadcaster, Inc. At June 30,
      2008, 100% of the total fair value of equity investments was concentrated in
      Broadcaster, Inc. The Company’s present preferred strategy is to hold equity
      investments for trading purposes and for long-term strategic purposes. Thus,
      the
      Company’s management is not necessarily troubled by short term equity price
      volatility with respect to its investments provided that the underlying
      business, economic and management characteristics of the investees remain
      favorable. The carrying values of investments subject to equity price risks
      are
      based on quoted market prices or management’s estimates of fair value as of the
      balance sheet dates. Market prices are subject to fluctuation and, consequently,
      the amount realized in the subsequent sale of an investment may significantly
      differ from the reported market value. Fluctuation in the market price of a
      security may result from perceived changes in the underlying economic
      characteristics of the investee, the relative price of alternative investments
      and general market conditions. Furthermore, amounts realized in the sale of
      a
      particular security may be affected by the relative quantity of the security
      being sold. Insofar as the Company’s liabilities are concerned, all loans to the
      Company have been made with fixed interest rates, and, accordingly, the market
      risk to the Company prior to the maturity of those instruments is
      minimal.




**Item
      7 Financial Statements.**




The
      financial statements are filed as part of this Annual Report on Form 10-KSB.




**Item
      8. Changes in and Disagreements with Accountants.**




None


-
          10 -




**Item
      8A. CONTROLS AND PROCEDURES**





(a) Disclosure
      Controls and Procedures .
      Under
      the supervision and with the participation of our management, including our
      principal executive and financial officers, we have evaluated the effectiveness
      of the design and operation of our disclosure controls and procedures (as such
      term is defined in Rule 13a-15(e) or Rule 15d-15(e) under the U.S. Securities
      Exchange Act of 1934, as amended) within 90 days of the filing date of this
      quarterly report and, based on their evaluation, our principal executive and
      financial officers have concluded that these controls and procedures are not
      effective and do not meet the requirements thereof. We are, however, working
      diligently on having these requirements met. Disclosure controls and procedures
      include, without limitation, controls and procedures designed to ensure that
      information required to be disclosed by us in the reports that we file under
      the
      Exchange Act is recorded, processed, summarized and reported, within the time
      periods specified in the Securities and Exchange Commission's rules and forms,
      and that such information is accumulated and communicated to our management,
      including our principal executive and financial officers, as appropriate to
      allow timely decisions regarding required disclosure.




(b) Changes
      in Internal Control Over Financial Reporting .
      There
      were no significant changes in our internal control over financial reporting
      identified in connection with the evaluation required by Exchange Act Rule
      13a-15(d) or Rule 15d-15(d) that occurred during the period covered by this
      quarterly report, or to our knowledge in other factors, that have materially
      affected, or are reasonably likely to materially affect, our internal control
      over financial reporting.




**Management
        Report on Internal Control Over Financial Reporting**
 
 The
        management of Digital Creative Development Corporation is responsible for
        establishing and maintaining adequate internal control over financial reporting.
        The Company's internal control system was designed to provide reasonable
        assurance to the Company's management and board of directors regarding the
        preparation and fair presentation of published financial
        statements.
 
 All
        internal control systems, no matter how well designed, have inherent
        limitations. Therefore, even those systems determined to be effective can
        provide only reasonable assurance with respect to financial statement
        preparation and presentation.
 
 Digital
        Creative Development Corporation's management assessed the effectiveness
        of the
        Company's internal control over financial reporting as of June 30, 2008.
        In
        making this assessment, it used the criteria set forth by the Committee of
        Sponsoring Organizations of the Treadway Commission (COSO) in *Internal
        Control-integrated Framework* .
        Based
        on our assessment we believe that, as of June 30, 2008, the Company's internal
        control over financial reporting is effective based on those
        criteria.




**PART
      III**




**Item
      9. Directors, Executive Officers, Promoters and Control Persons.**





Name
            
            Age
            
            PositionGary
                Herman
            
            44
            
            Chairman
                of the Board, Chief Executive Officer, and SecretarySkuli
                Thorvaldsson
            
            66
            
            Director,
                Former Chief Financial Officer, Treasurer Resigned July
                2007Vincent
                De Lorenzo
            
            62
            
            Chief
                Financial Officer, Treasurer





Directors





Gary
      Herman .
      Mr.
      Herman was elected to the Board of Directors in May 2001 and became Chairman
      and
      Chief Executive officer in January 2002. Mr. Herman is also a Managing Member
      of
      Galloway Capital Management, LLC. as well as a Managing Director with Arcadia
      Securities LLC., an NASD registered broker -dealer based in New York. Prior
      to
      this, from 1997 to 2002, he was an investment banker with Burnham Securities,
      Inc. Prior to joining Burnham, he was the managing partner of Kingshill Group,
      Inc., a merchant banking and financial firm with offices in New York and Tokyo.
      Mr. Herman is currently Chairman of the Board of DataMetrics Corporation and
      a
      director of Shells Seafood Restaurants, Inc. Mr. Herman has a B.S. from the
      State University of New York at Albany.




Skuli
      Thorvaldsson. Mr.
      Thorvaldsson has been a member of the Board of Directors since May 1996. From
      February 2002 to July 2007, Mr. Thorvaldsson was the Company’s Chief Financial
      Officer. Mr. Thorvaldsson is a private entrepreneur/investor. From 1980 to
      2003,
      Mr. Thorvaldsson was the Chief Executive Officer of the Hotel Holt in Reykjavík,
      Iceland. He is a director of Allied Resource Corporation, an advanced technology
      industrial service company based in Wayne, PA; as well as a director of Holt
      Holdings s.a., a Luxembourg-based investment company. Mr. Thorvaldsson graduated
      from the Commercial Collage of Iceland and the University of Barcelona and
      holds
      a law degree from the University of Iceland.


-
          11 -





Vincent
      DeLorenzo Mr. De Lorenzo was appointed Chief Financial Officer in July 2007. Mr.
      DeLorenzo **** is
      a
      Certified Public Accountant and Financial Analyst with extensive experience
      in
      various industries and corporate and SEC accounting. **** Mr.
      De
      Lorenzo, following his graduation from college in 1967, was an accountant with
      Price Waterhouse & Co. from July 1967 to April 1971. From April 1971 to
      December 1988, Mr. DeLorenzo worked at Kidde, Inc., where he served as Vice
      President of Finance. From 1989 to 1993, Mr. De Lorenzo served as Chief
      Financial Officer and Deputy CEO of a privately held vertically integrated
      retail automotive company. From October 1993 to February 2000, Mr. De Lorenzo
      owned and operated three retail automotive franchises. From 1993 to 2000, a
      large New Jersey law firm specializing in bankruptcies engaged Mr. De Lorenzo
      as
      a consultant. Since 2000, Mr. DeLorenzo has been engaged as a sole practitioner
      in finance and accounting, focused on litigation support; business planning
      & strategies; SEC compliance; financial analysis, and business
      restructuring. **** Since
      2005, Mr. De Lorenzo has served as a consultant to the Registrant, principally
      satisfying SEC compliance and financial analysis for the Registrant.




Each
      Director is elected to serve until the Company's next annual meeting of
      shareholders and until his successor is duly elected and qualified.




There
      are
      no agreements with respect to the election of directors. Executive officers
      are
      appointed annually by the Board of Directors and each executive officer serves
      at the discretion of the Board of Directors.




The
      Company has adopted a Code of Ethics, which is administered by the Board of
      Directors. A copy is available upon request from the Company. Beneficial
      Ownership Reporting Compliance




Section
      16 A (a) of the Securities Exchange Act of 1934 requires the Company's officers,
      directors and persons who own more than ten percent of the Company's common
      shares to file reports of ownership with the SEC and to furnish the Company
      with
      copies of these reports. Based solely upon its review of reports received by
      it,
      or upon written representations from certain reporting persons that no reports
      were required, the Company believes that during fiscal year ended June 30,
      2008
      all filing requirements were met.




**Item
      10. Executive Compensation.**




The
      following table provides certain summary information concerning the compensation
      paid or accrued by the Company to or on behalf of its Chief Executive Officer
      and the other named executive officers of the Company for services rendered
      in
      all capacities to the Company and its subsidiaries for the fiscal years ended
      June 30, 2008; 2007; and 2006.




(a) Summary
      Compensation Table




Awards
            
            Payouts
            
            Payouts
            
            Long
                term CompensationName
                and
              Principal
              Position
            
            Year
            
            Compensation
            
            Bonus
            
            Other
                Annual Compensation
            
            Restricted
              Stock
              Awards
            
            Securities
                Underlying Options
            
            LTIP
                Payouts
            
            All
                Other CompensationGary
                Herman
              President
            
            
            2008
            
            $
            70,385
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            02007
            
            $
            48,2002006
            
            $
            96,300
            *
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Skuli
              Thorvaldsson
              Former
                CFO
            
            
            2008
            
            
            -0-
            
            
            0
            
            
            0
            
            
            0
            
            
            -0-
            
            
            0
            
            
            02007
            
            
            -0-
            
            
            0
            
            
            0
            
            
            0
            
            
            -0-
            
            
            0
            
            
            02006
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-Vincent
                De Lorenzo
              CFO
            
            
            2008
            
            $
            52,000
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-





*
      The
      compensation listed above is in the form of consulting payments to GH Ventures,
      LLC, Mr. Gary Herman or a related entity ; VDL Associates LLC, Mr. Vincent
      De
      Lorenzo; and Mr. Skuli Thorvaldsson.




-
          12 -




Executive
      Compensation





GH
      Ventures LLC, an entity of which Gary Herman is the sole member, provides
      services as the Company's Chairman, Chief Executive Officer, Secretary and
      Management Consultant. Due to the limited available working capital of the
      Company, he has received minor compensation since taking office in January
      2002.
      Although Mr. Herman does not receive any recurring compensation, he is
      compensated from time to time for his services and as funds are available.
      In
      the future, Messrs. Herman and Thorvaldsson will be paid pursuant to a
      compensation agreement approved by the Board of Directors.




VDL
      Associates LLC, an entity of which Vincent De
      Lorenzo is the sole member, provides services as the Company's Chief Financial
      Officer




Skuli
      Thorvaldsson was the Company's Chief Financial Officer through July 11, 2007.
      He
      has received no cash compensation for his services as Chief Financial Officer
      or
      as a consultant to the Company, since taking office in February 2002 due to
      the
      Company’s lack of working capital.




In
      October, 2005, the Company made a contingent award to each of its current
      directors, Gary Herman and Skuli Thorvaldsson, as well as an award to a former
      director and significant shareholder, Bruce Galloway, options to purchase
      7,440,000 shares of common stock at exercise prices ranging from of $.0732
      per
      share to $0.1385 and expiring through June 2015. These options, awarded for
      services rendered in connection with past services, including the restructuring
      of the Company in fiscal year 2002; director services; and other services,
      were
      valued at approximately $798,500.





The
      Company’s Board of Directors has approved this compensation for services
      rendered to the Company by Messrs. Herman and Thorvaldsson contingent upon
      the receipt of a fairness opinion from an independent advisory firm and approval
      of such fairness opinion by the Board of Directors. That fairness opinion has
      been received but not as yet approved by the Board. The value of the related
      awards will approximate $798,500 and be charged to earnings in the first quarter
      of fiscal 2008. Further, the Company finalized compensation agreements for
      Messrs. Herman and Thorvaldsson which include amounts to be paid for past
      services to the Company for the calendar years 2002, 2003, 2004, 2005 and 2006.




**Item
      11. Security Ownership of Certain Beneficial Owners and Management**




The
      following table sets forth information as of October 7,2008, with respect
      to officers, directors and persons who are known by the Company to be beneficial
      owners of more than 5% of the Company's Common Stock. Except as otherwise
      indicated, the Company believes that the beneficial owners of the Common Stock
      listed below, based on information furnished by such owners, have sole
      investment and voting power with respect to such shares, subject to community
      property laws where applicable.


-
          13 -





Shareholder
            
            Shares
            
            PercentageBruce
                R. Galloway (1)
            
            
            10,970,566
            
            
            20.37Skuli
                Thorvaldsson (2)
            
            
            1,650,000
            
            
            3.04Gary
                Herman (3)
            
            
            4,828,100
            
            
            8.68Officers
                and Directors as a group
            
            
            6,653,100
            
            
            11.84Total
                Outstanding shares
            
            
            53,864,165




(1)
      Includes


(i)
            2,898,000
                shares held by an investment fund, Strategic Turnaround Equity Partners,
                LP (Cayman) (“STEP”) which is managed by Galloway Capital Management, LLC.
                Mr. Galloway, a managing member of Galloway Capital Management, LLC
                disclaims beneficial ownership of the shares held by STEP except
                to the
                extent of being a limited partner in STEP. Mr. Galloway, along with
                Mr.
                Gary Herman, also a member of Galloway Capital Management, LLC, has
                the
                discretion to vote and sell all of these shares;(ii)
            4,513,701
                shares of common stock owned by Mr. Galloway
                individually;


(iii)
            1,947,361
                held by Mr. Galloway’s Individual Retirement Account;(iv)
            1,040,404
                shares owned by Jacombs Investments, Ltd for which Mr. Galloway has
                the
                power to vote and dispose such
                shares;


(v)
            47,500
                shares of common stock held by RexonGalloway Capital Growth, LLC
                an
                investment company in which Mr. Galloway is a member and for which
                Mr.
                Galloway retains full investment and voting discretion;
                and(vi)
            523,600
                shares held by Mr. Galloway’s children for which he has the power to vote
                and dispose.




(2)
      Gives
      effect to the conversion of 4,000 shares of Series D Preferred Stock into
      400,000 shares of Common Stock for no additional consideration.





(3)
      Includes options to purchase 1,750,000 shares of Common Stock at an exercise
      price of $.01 per share through June 2015. Also includes 2,898,000 shares held
      by an investment fund Strategic Turnaround Equity Partners, LP (Cayman) (“STEP”)
      which is managed by Galloway Capital Management, LLC. Mr. Herman, a managing
      member of Galloway Capital Management, LLC disclaims beneficial ownership of
      the
      shares held by STEP except to the extent of being a limited partner in STEP.
      Mr.
      Herman, along with Mr. Bruce Galloway, also a member of Galloway Capital
      Management, LLC, has the discretion to vote and sell all of these
      shares.




**Item
      12. Certain Relationships and Related Transactions.**




None




**Item
      13. Exhibits and Report**





(a)
            
            Exhibits3.1.1
            
            Certificate
                of Incorporation. (1)3.1.2
            
            Agreement
                and Plan of Reorganization and First Addendum dated December 5, 1983.
                (1)3.1.3
            
            Certificate
                of Merger dated January 23, 1984. (1)3.1.4
            
            Articles
                of Merger dated January 27, 1984. (1)3.1.5
            
            Articles
                of Amendment to Articles of Incorporation dated January 27, 1984.
                (1)3.1.6
            
            Amendment
                to Articles of Incorporation dated January 27, 1986.
                (1)




-
          14 -




3.1.7
            
            Articles
                of Amendment to Articles of Incorporation dated June 28, 1996.
                (1)3.1.8
            
            Articles
                of Amendment to Articles of Incorporation dated July 31, 2000.
                (3)3.2
            
            Bylaws.
                (1)4.2
            
            Certificate
                of Designation of Series A Preferred Stock. (1)4.10
            
            Certificate
                of Designation of Series B Preferred Stock. (1)4.4
            
            Certificate
                of Designation of Series C Preferred Stock of Warrant to Burnham
                Securities Inc. (1)4.5
            
            Certificate
                of Designation of Series D Preferred Stock. (1)10.11
            
            Form
                of Warrant exercisable at $1.51 per share. (1)10.12
            
            Form
                of Warrant to Burnham Securities Inc. (1)10.13
            
            Form
                of Stock Option to Employees. (1)10.18
            
            Form
                of agreement with holders of Series a Preferred Stock.
                (1)10.25.
            
            Agreement
                and Plan of Merger between the Company and International Microcomputer
                Software, Inc. (n/k/a BCAS). datedAugust
                31, 2001.(4)10.26
            
            Loan
                Purchase Agreement between the Company and Union Bank of California
                dated
                August 22, 2001. (4)10.29
            
            Option
                Agreement with Martin Wade dated June 1, 2001.10.30
            
            Memorandum
                of Agreement between the Company, Ralph Sorrentino and RJS Consulting
                Corp. dated October 30, 2001.10.31
            
            Purchase
                Agreement between ATI (Delaware) and PAT Franchise dated February
                28,
                2002. (5)10.32
            
            Common
                Stock Purchase Agreement among the Company, DCDC (Delaware) and PAT
                Services, dated February 28, 2002. (4)10.33
            
            Guaranty
                and security Agreement between PAT Franchise and the Company dated
                February 28, 2002. (5)10.34
            
            Pledge
                Agreement between PAT Services and the Company dated February 28,
                2002.
                (5)10.35
            
            Amended
                and Restated Senior Secured Promissory Note in favor of the Company
                dated
                February 28, 2002. (5)10.36
            
            Promissory
                Note Conversion and General Release dated February 28, 2002 between
                the
                Company and IMSI (n/k/a BCAS) (5)10.37
            
            Sale
                Agreement between International Microcomputer Software, Inc. and
                the
                Company dated November, 2001_for the sale of Keynomics, Inc.
                (7)10.38
            
            Note
                Purchase Agreement between the Company and KGS Holdings, Ltd. dated
                June,
                2002.10.39
            
            Settlement
                Agreement between the Company and Ralph Sorrentino dated January,
                2003.
                (7)10.40
            
            Settlement
                Agreement between the Company and Raymond DeMarco, Michael Morley
                and Gil
                Holland dated March, 2003. (7)10.42
            
            Promissory
                Note in favor of IMSI (n/k/a BCAS) dated September 18, 2003.
                (6)10.43
            
            Promissory
                Note issued by Access Propeller, LLC in favor of the Company dated
                September, 2003. (6)10.44
            
            Amendment
                No.1 to the Promissory Note in favor of IMSI (n/k/a BCSR) dated September
                18, 2004. (6)10.45
            
            Assignment
                Agreement of the Promissory Note between the Company, International
                Microcomputer Software, Inc. and Multi Mag Corporation dated as of
                February 3, 2005. (7)10.46
            
            Amendment
                No.2 to the Promissory Note in favor of Multi Mag dated June 5, 2005.
                (7)10.47
            
            Code
                of Ethics (8)10.48
            
            Amendment
                No. 3 to the Promissory Note in favor of Multi Mag dated December
                14,
                2005.10.49
            
            Amendment
                No. 4 to the Promissory Note in favor of Multi Mag dated May 31,
                2006.10.50
            
            Amendment
                No. 5 to the Promissory Note in favor of Multi Mag dated May 30,
                2007.(9)




-
          15 -


List
      of
      Subsidiaries (3)





1
            
            Previously
                Filed with Form 10-SB Declared Effective on August 12,
                19972
            
            Previously
                filed with Form 10-KSB for the year ended June 30, 19993
            
            Previously
                filed with Form 10-KSB for the year ended June 30, 20004
            
            Previously
                filed with Form 8-K filed on September 19, 20015
            
            Previously
                filed with Form 8-K filed on March 15, 20026
            
            Previously
                filed with Form 8-K filed on October 20, 20047
            
            Previously
                filed with Form 10-KSB for the year ended June 30, 20028
              9
            
            Previously
                filed with Form 10-KSB for the year ended June 30, 2004
              Previously
                filed with Form 10-KSB for the year ended June 30,
                2005




**Item
      14. Principal Accountant Fees and Services.**




The
      following table presents fees for professional audit services rendered by
      Miller, Ellin & Company, LLP for the audit of our annual financial
      statements and fees for other services for the years ended June 30, 2008 and
      2007:





**2008**
            
            **2007**Audit
                fees: (1)
            
            $
            65,000
            
            $
            49,000Audit
                related fees: (2)
            
            
            25,500
            
            
            24,500Tax
                fees: (3)
            
            
            
            
            
            NoneAll
                other fees: (4)
            
            
            
            
            
            NoneTotal
            
            $
            90,500
            
            $
            73,500




**Policy
      on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services
      of
      Independent Auditors**





We
      do not
      currently have an Audit Committee and all actions that would otherwise be
      handled by the Audit Committee are undertaken by our full Board of Directors.
      If
      and when we find a suitable merger candidate and we successfully enter into
      a
      merger transaction whereby a company with assets and operations survives, we
      intend to establish an Audit Committee that fulfills the independent and other
      requirements promulgated by the SEC. However, recognizing the SEC policies
      regarding auditor independence, our Board of Directors has responsibility for
      appointing, setting compensation and overseeing the work of the independent
      auditor. In recognition of this responsibility, our Board of Directors has
      established a policy to pre-approve all audit and permissible non-audit services
      provided by the independent auditor.




Prior
      to
      engagement of the independent auditor for the next year’s audit, management will
      submit an aggregate of services expected to be rendered during that year for
      each of the following four categories of services to our Board of Directors
      for
      approval.




1. ***Audit*** services
      include audit work performed in the preparation of financial statements, as
      well
      as work that generally only the independent auditor can reasonably be expected
      to provide, including comfort letters, statutory audits, and attest services
      and
      consultation regarding financial accounting and/or reporting standards.


-
          16 -





2. ***Audit-Related*** services
      are for assurance and related services that are traditionally performed by
      the
      independent auditor, including due diligence related to mergers and
      acquisitions, employee benefit plan audits, and special procedures required
      to
      meet certain regulatory requirements.




3. ***Tax*** services
      include all services performed by the independent auditor’s tax personnel except
      those services specifically related to the audit of the financial statements,
      and includes fees in the areas of tax compliance, tax planning, and tax advice.




4. ***Other
      Fees*** are
      those associated with services not captured in the other categories.




Prior
      to
      engagement, our Board of Directors pre-approves these services by category
      of
      service. The fees are budgeted and our Board of Directors requires the
      independent auditor and management to report actual fees versus the budget
      periodically throughout the year by category of service. During the year,
      circumstances may arise when it may become necessary to engage the independent
      auditor for additional services not contemplated in the original pre-approval.
      In those instances, our Board of Directors requires specific pre-approval before
      engaging the independent auditor.




Our
      Board
      of Directors may delegate pre-approval authority to one or more of its members.
      The member to whom such authority is delegated must report, for informational
      purposes only, any pre-approval decisions to our Board of Directors at its
      next
      scheduled meeting.




Our
      Board
      of Directors pre-approved the retention of Miller, Ellin & Company, LLP for
      all audit, audit-related and tax services during fiscal 2008 and
      2007.




**SIGNATURES**




In
      accordance with the Securities Exchange Act of 1934, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly authorized.




DIGITAL
                CREATIVE DEVELOPMENTCORPORATION
                (Registrant)Date:
                October 13. 2008By: 
                /s/ Gary HermanGary
                Herman, President  October 13, 2008By: 
                /s/ Vincent De LorenzoVincent
                De Lorenzo, Chief Financial Officer October 13,
                2008




-
          17 -







**Digital
      Creative Development Corporation Index to Consolidated Financial
      Statements**





Report
                of Independent Registered Public Accounting Firm
            F-1Consolidated
                Balance Sheets
            F-2Consolidated
                Statements of Operations and Comprehensive Net Loss
            F-3Consolidated
                Statements of Stockholders' Equity (Deficiency)
            F-4Consolidated
                Statements of Cash Flows
            F-5Notes
                to Consolidated Financial Statements
            F-6


-
          18 -





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**


To
        the
        Stockholders Digital Creative Development Corporation and
        Subsidiary
 
 We
        have
        audited the accompanying consolidated balance sheets of Digital Creative
        Development Corporation & - Subsidiary as of June 30, 2008 and 2007, and the
        related consolidated statements of operations and comprehensive net loss,
        stockholders' equity, and cash flows for the years then ended. The consolidated
        financial statements are the responsibility of the Company's management.
        Our
        responsibility is to express an opinion on these financial statements based
        on
        our audits.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of Digital Creative Development
        Corporation and Subsidiary as of June 30, 2008 and 2007, and the result of
        its
        operations and its cash flows for the years then ended, in conformity with
        U.S.
        generally accepted accounting principles.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 2 to the financial
        statements, the Company has suffered recurring losses from operations and
        a net
        capital and equity deficiency of $294,000 that raise substantial doubt about
        its
        ability to continue as a going concern. Management's plans in regard to these
        matters are also described in Note 2. The financial statements do not include
        any adjustments that might result from the outcome of this
        uncertainty.




/s/
      MILLER, ELLIN & COMPANY, LLP CERTIFIED PUBLIC ACCOUNTANTS





New
      York,
      New York October 14,2008.


F-1


**DIGITAL
          CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**
 **CONSOLIDATED
          BALANCE SHEETS**
  **JUNE
                  30,****2008**
              
              **2007****(in
                  thousands)****ASSETS****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              —
              
              $
              5.0Marketable
                  securities
              
              
              1,171.5
              
              
              1,054.2**TOTAL
                  CURRENT ASSETS**
              
              
              1,171.5
              
              
              1,059.2**OTHER
                  ASSETS**Marketable
                  securities available for sale and non-marketable securities,net of $300,000 at June 30, 2008 and 2007
              
              
              —
              
              
              7,374.1**TOTAL
                  ASSETS**
              
              **$**
              **1,171.5**
              
              **$**
              **8,433.3****LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accrued
                  expenses and other liabilities
              
              $
              670.8
              
              $
              542.5Notes
                  payable—related parties
              
              
              795.6
              
              
              796.6**TOTAL
                  CURRENT LIABILITIES**
              
              
              1,466.4
              
              
              1,339.1**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Preferred
                  Stock 2,000,000 Shares Authorized
              
              
              2.2
              
              
              2.2Series
                  A Convertible, Par Value $1; 2,200 Shares Issued andOutstanding; Involuntary Liquidation Preference of $ 1 Per Share
                  Plus
                  Accrued and Unpaid DividendsSeries
                  C, Par Value $100; 9,900 Shares Issued andOutstanding; Involuntary Liquidation Preference of $100 Per Share
                  Plus
                  Accrued and Unpaid Dividends
              
              
              852.7
              
              
              852.7Series
                  D, Par Value $100; 4,000 Shares Issued and Outstanding; Involuntary
                  Liquidation Preference of $100 Per SharePlus Accrued and Unpaid Dividends
              
              
              400.0
              
              
              400.0Common
                  Stock, Par Value $0.01; Authorized 75,000,000 Shares; Issued and
                  Outstanding:53,864,165 Shares at June 30 , 2008 and 2007
              
              
              538.6
              
              
              538.6Additional
                  paid in capital
              
              
              38,380.1
              
              
              38,380.1Accumulated
                  other comprehensive income (loss)
              
              
              (1,669.0
              )
              
              5,415.0Accumulated
                  deficit
              
              
              (38,799.5
              )
              
              (38,494.4
              )**TOTAL
                  STOCKHOLDERS' EQUITY (DEFICIT)**
              
              
              (294.9
              )
              
              7,094.2**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
              
              **$**
              **1,171.5**
              
              **$**
              **8,433.3**
 
 **See
        accompanying Notes to Consolidated Financial
        Statements**


F-2


**DIGITAL
        CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS AND COMPREHENSIVE NET LOSS**
 **FOR
        THE YEARS ENDED JUNE 30,**
 
 **2008**
              
              **2007****(in
                  thousands)****REVENUE**
              
              $
              —
              
              $
              —**OPERATING
                  EXPENSES**General
                  and administrative expenses
              
              
              325.9
              
              
              231.1**(LOSS)
                  FROM OPERATIONS**
              
              
              (325.9
              )
              
              (231.1
              )**OTHER
                  INCOME (EXPENSE)**Interest
                  expense, net and other
              
              
              (96.0
              )
              
              (95.1
              )Realized
                  gains (losses) net of unrealized gain on investments
              
              
              116.8
              
              
              251.5Settlement
                  of litigation with former employees
              
              
              —
              
              
              (11.6
              )**TOTAL
                  OTHER INCOME (EXPENSE)**
              
              
              20.8
              
              
              144.8**NET
                  LOSS**
              
              
              **(305.1**
              **)**
              
              **(86.3**
              **)****UNDECLARED
                  PREFERRED STOCK DIVIDENDS**
              
              
              (145.5
              )
              
              (145.5
              )**Net
                  Loss applicable to common shareholders**
              
              **$**
              **(450.6**
              **)**
              **$**
              **(231.8**
              **)****WEIGHTED
                  AVERAGE NUMBER OF OUTSTANDING SHARES FOR****BASIC
                  AND DILUTED EARNINGS PER SHARE**
              
              
              53,864.2
              
              
              51,225.7**BASIC
                  AND DILUTED LOSS PER SHARE**
              
              $
              (0.008
              )
              $
              (0.005
              )**NET
                  LOSS**
              
              $
              (305.1
              )
              $
              (86.3
              )**Other
                  comprehensive (loss)****Unrealized
                  loss on marketable securities available for sale**
              
              
              (7,084.0
              )
              
              (2,277.7
              )**Comprehensive
                  net loss**
              
              $
              (7,389.1
              )
              $
              (2,364.0
              )
 
 **See
        accompanying Notes to Consolidated Financial
        Statements**


F-3


**DIGITAL
        CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**
 **CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS' EQUITY**
 **FOR
        THE YEARS ENDED JUNE 30,2008 AND JUNE 30, 2007**
 **(in
        thousands)**
 
 **Preferred Stock**
              
              **Common**
              
              **Additional**
                **Paid-in**
              
              **Accumulated**
                **Other**
                **Comprehensive**
              
              **Accumulated****Series A**
              
              **Series C**
              
              **Series D**
              
              **Stock**
              
              **Capital**
              
              **Income
                  (Loss)**
              
              **Deficit**
              
              **Total****Balance
                  at June 30, 2006**
              
              **$**
              **2.2**
              
              **$**
              **852.7**
              
              **$**
              **400.0**
              
              **$**
              **516.9**
              
              **$**
              **38,370.1**
              
              **$**
              **7,692.7**
              
              **$**
              **(38,408.1**
              **)**
              **$**
              **9,426.5**Unrealized
                  loss on investments
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,277.7
              )
              
              
              
              
              (2,277.7
              )Option
                  exercises
              
              
              
              
              
              
              
              
              
              
              
              31.7
              
              
              
              
              
              
              
              
              
              
              
              31.7Cancellation
                  of common shares
              
              
              
              
              
              
              
              
              
              
              
              (10.0
              )
              
              10.0
              
              
              
              
              
              
              
              
              —Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (86.3
              )
              
              (86.3
              )**Balance
                  at June 30, 2007**
              
              **$**
              **2.2**
              
              **$**
              **852.7**
              
              **$**
              **400.0**
              
              **$**
              **538.6**
              
              **$**
              **38,380.1**
              
              **$**
              **5,415.0**
              
              **$**
              **(38,494.4**
              **)**
              **$**
              **7,094.2**Unrealized
                  loss on investments
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (7,084.0
              )
              
              
              
              
              (7,084.0
              )Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (305.1
              )
              
              (305.1
              )**Balance
                  at June 30, 2008**
              
              **$**
              **2.2**
              
              **$**
              **852.7**
              
              **$**
              **400.0**
              
              **$**
              **538.6**
              
              **$**
              **38,380.1**
              
              **$**
              **(1,669.0**
              **)**
              **$**
              **(38,799.5**
              **)**
              **$**
              **(294.9**
              **)**
 
 **See
        accompanying Notes to Consolidated Financial
        Statements**


F-4


**DIGITAL
        CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **FOR
        THE YEARS ENDED JUNE 30, 2008 AND JUNE 30, 2007**
 
 **2008**
              
              **2007****(in
                  thousands)**CASH
                  FLOWS FROM OPERATING ACTIVITES:Net
                  loss
              
              $
              (305.1
              )
              $
              (86.3
              )Adjustments
                  to reconcile net loss to net cash used in operating activities:Net
                  realized gains on marketable securities
              
              
              (116.8
              )
              
              (251.5
              )Changes
                  in assets and liabilities:Increase
                  in accounts payable, accrued expenses and other liabilities
              
              
              127.3
              
              
              (30.1
              )NET
                  CASH USED IN OPERATING ACTIVITIES
              
              
              (294.6
              )
              
              (367.9
              )CASH
                  FLOWS FROM INVESTING ACTIVITES:Proceeds
                  from sale of investments, net of purchases
              
              
              290.6
              
              
              385.3Proceeds
                  from option exercises
              
              
              —
              
              
              31.7NET
                  CASH PROVIDED BY INVESTING ACTIVITIES
              
              
              290.6
              
              
              417.0CASH
                  FLOWS FROM FINANCING ACTIVITES:Proceeds
                  from issuance of notes payable—related parties
              
              
              —
              
              
              30.0Payments
                  of note payable—related parties
              
              
              (1.0
              )
              
              (44.2
              )Payments
                  of other long term debt
              
              
              —
              
              
              (103.3
              )NET
                  CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              (1.0
              )
              
              (117.5
              )NET
                  CHANGE IN CASH AND CASH EQUIVALENTS
              
              $
              (5.0
              )
              $
              (68.4
              )CASH
                  AND EQUIVALENTS, beginning of period
              
              
              5.0
              
              
              73.4CASH
                  AND EQUIVALENTS, end of period
              
              $
              —
              
              $
              5.0CASH
                  PAYMENTS FOR:Interest
                  expense
              
              $
              48.8
              
              $
              —Income
                  taxes
              
              $
              —
              
              $
              —
 
 **See
        accompanying Notes to Consolidated Financial
        Statements**


F-5





**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**June
      30, 2008 and 2007**





**1.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





PRINCIPLES
      OF CONSOLIDATION





The
      consolidated financial statements include the accounts of Digital Creative
      Development Corporation and its wholly owned subsidiary, (collectively the
      "Company"), Digital Creative Development Company (Delaware). All significant
      inter-company accounts and transactions have been eliminated in consolidation.




ORGANIZATION




Digital
      Creative Development Corporation (the "Company" or "Digital") was originally
      founded in 1969 as Arthur Treacher's Fish & Chips, Inc., a Delaware
      corporation. Since then, the Company has purchased several businesses and has
      changed its corporate identity by merging into other corporate
      entities.




The
      Company sold its interest in Arthur Treacher's
      Fish & Chips, Inc. in 2002 and currently has no active business. In 2001 and
      2002, the Company acquired a controlling interest in International Microcomputer
      Software, Inc. ("IMSI"), (n/k/a Broadcaster, Inc.,) which had been a developer
      and publisher of productivity software in precision design, graphics design
      and
      other related business applications, as well as graphics and CAD (Computer
      Aided
      Design) software and internet technology. On June 2, 2006 Broadcaster, Inc.
      closed on its acquisition of AccessMedia Networks, Inc. The combined company
      operates an Internet entertainment network under the name Broadcaster, Inc.
      Since its original investment, the Company's ownership interest in Broadcaster,
      Inc. decreased to approximately 6% as of March 31, 2007. Since June 30, 2008
      the
      ownership interest in Broadcaster has been further reduced. (See "Subsequent
      Events").




IMPAIRMENT
      OF LONG-LIVED ASSETS


In
      accordance with SFAS No. 144, Accounting for the Impairment or Disposal of
      Long-lived Assets, the Company continually evaluates the fair value of
      long-lived assets for impairment whenever events or changes in circumstances
      indicate that the carrying amount of an asset may not be recoverable.




STOCK-BASED
      COMPENSATION




The
      Company accounts for stock-based compensation using a fair value based method,
      in accordance with the provisions of SFAS No. 123R, "Share-Based Payment." Under
      such fair value method the grant date fair value of the share-based awards
      are charged to expenses over their vesting period.


F-6





**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**June
      30, 2008 and 2007**





CASH
      AND
      CASH EQUIVALENTS




The
      Company considers all short-term investments in interest bearing accounts,
      securities and other investments with an original maturity of three months
      or
      less to be a cash equivalent.




FAIR
      VALUE OF FINANCIAL INSTRUMENTS




In
      determining the fair value of its financial instruments, the Company uses a
      variety of methods and assumptions that are based on market conditions and
      risks
      existing as of each balance sheet date. For the majority of financial
      instruments, including receivables, long-term debt, and stock options and
      warrants, standard market conventions and techniques, such as discounted cash
      flow analysis, option pricing models, replacement cost and termination cost,
      are
      used to determine fair value. All methods of assessing fair value result in
      a
      general approximation of value, and such value may never be actually realized.





USE
      OF
      ESTIMATES





The
      preparation of financial statements in conformity with generally accepted
      accounting principles in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities,
      the
      disclosure of contingent assets and liabilities, and the reported amounts of
      revenues and expenses during the reporting period. Actual results could differ
      from those estimates. Significant estimates include the allowance for impairment
      of investment assets and the valuation allowance against deferred tax assets.




RECENT
      ACCOUNTING PRONOUNCEMENTS NOT YET EFFECTIVE





Management
      does not believe that any recently issued, but not yet effective accounting
      pronouncements, if adopted, would have a material effect on the accompanying
      financial statements.




INVESTMENTS





Investments
      in marketable securities are carried at fair market value and classified as
      available for sale. Investments in non-marketable debt securities are carried
      at
      cost or fair value as determined by management.





INCOME
      TAXES




The
      Company utilizes the asset and liability method of accounting for income taxes.
      Under this method, deferred tax assets and liabilities are recognized for the
      future tax consequences attributable to differences between the financial
      statement carrying amounts of existing assets and liabilities and their
      respective tax bases. In addition, the method requires the recognition of future
      tax benefits, such as net operating loss carry forwards, to the extent that
      realization of such benefits is more likely than not. Deferred tax assets and
      liabilities are measured using enacted tax rates expected to apply to taxable
      income in the years in which those temporary differences are expected to be
      recovered or settled. The effect on deferred tax assets and liabilities of
      a
      change in tax rates is recognized in income in the period that includes the
      enactment date.




PER
      SHARE
      DATA





Net
      income or loss per share of common stock is computed based upon the
      weighted-average number of common shares and potential common shares outstanding
      during the year.


F-7


**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**June
      30, 2008 and 2007**





CONCENTRATIONS
      AND CREDIT RISK





The
      Company maintains cash balances in banks and money market accounts, which,
      at
      times, may exceed the limits of amounts insured by the Federal Deposit Insurance
      Corporation (FDIC); however, because deposits are maintained at high quality
      financial institutions, management does not believe that there is a significant
      risk of loss of uninsured amounts.





**** **2.
      DOUBT AS TO CONTINUING AS A GOING CONCERN**





Our
      condensed consolidated unaudited financial statements were prepared on the
      assumption that the Company will continue as a going concern. We
      currently have a working capital and equity deficit of $294,900..Our ability
      to
      obtain resources sufficient to continue to meet our obligations as they come
      due
      is dependent on raising cash through the sale of Broadcaster, Inc. shares and/or
      raising additional equity. We intend to use our cash as well as other funds
      in
      the event that they shall be available on commercially reasonable terms, to
      finance our activities, although we can provide no assurance that these
      additional funds will be available in the amounts or at the times we may
      require. Management believes that it can obtain the additional funds necessary
      to continue its operations ****





**3.
      INVESTMENTS IN MARKETABLE SECURITIES AND NONMARKETABLE SECURITIES**




The
      Company had investments and advances in certain marketable and non-marketable
      securities at June 30, 2008 and 2007, as follows:




June
                30,
            
            June
                30,2008
            
            2007Marketable
                Securities-current:Broadcaster,
                Inc., - at cost
            
            $
            2,868,500
            
            $
            380,400Unrealized
                gain (loss) on marketable securities
            
            
            (1,697,000
            )
            
            673,800Total
                - at fair market value
            
            $
            1,171,500
            
            $
            1,054,200Marketable
                Securities - non-current:Broadcaster,
                Inc. - at cost
            
            $
            -0-
            
            $
            2,660,600Access
                Propeller Holdings, Inc. - at cost
            
            
            300,000
            
            
            300,000300,000
            
            
            2,960,600Unrealized
                gain on marketable securities
            
            
            -0-
            
            
            4,713,500Less:
                allowance for impairments
            
            
            (300,000
            )
            
            (300,000
            )Total
                - at fair market value
            
            $
            -0-
            
            $
            7,374,100





Up
      until
      August 2007 the shares of Broadcaster, Inc. owned were "restricted
      securities" as defined in Rule 144 under the Securities Act of 1933. Under
      Rule
      144, the Company could publicly sell, within any three month period, a number
      of
      shares not to exceed one percent of Broadcaster, Inc.'s then outstanding shares
      of common stock. In the event that Broadcaster, Inc. became listed on the
      NASDAQ or on a national securities exchange, the maximum amount that could
      be
      sold was the greater of one percent of the outstanding shares and the average
      weekly trading volume of Broadcaster, Inc.'s common stock for the four weeks
      preceding the Company's filing of a notice of sale with the SEC. Since these
      shares were restricted, the shares, which could be sold within one
      year, were classified as a current asset and the balance of the shares were
      classified in other assets, as non-current, on the balance sheet.


F-8





**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**June
      30, 2008 and 2007**




In
      August
      2007, that restriction was removed upon the departure of Bruce Galloway in
      May
      2007, a former director and significant shareholder of the Company from the
      Board of Directors of Broadcaster. Accordingly, the restriction as to the
      balance sheet classification of these shares was also
      removed.





A
      total
      of 200,000 shares of Broadcaster, Inc. common stock secures the Company's 15%
      $325,000 Promissory Note which Broadcaster, Inc. sold to Multi Mag Corporation
      in January 2005 and approximately 373,845 shares of Broadcaster, Inc.
      common stock secures the $345,000 Notes to investors. The shares reflect the
      1
      for 2 reverse stock split of Broadcaster's shares effected at June 25,
      2007.





As
      of the
      date of this filing, the Company has an ownership stake in Access Propeller
      Holdings, Inc. (“Access”). After reviewing the most recent financial history of
      Access and the prospective earnings and liquidity situation, it was decided
      to
      record a full allowance of the Company’s investment in Access. Therefore,
      effective June 30, 2005, the Company recorded an impairment loss for the total
      amount of its investment in Access.




**4.
      ACCOUNTS PAYABLE AND ACCRUED EXPENSES**




Accrued
      expenses primarily consist of accrued legal and other professional fees and
      general administrative expenses.




**5.
      NOTES PAYABLE -RELATED PARTIES**




At
      June
      30, 2008 and 2007, the Company’s long term debt consisted of the following:




June
                30,
              2008
            
            June
                30,
              2007Secured
                Promissory Note with Interest at 15%
            
            $
            325,000
            
            $
            325,000$345,000
                Secured Promissory Notes with Interest at 10%, net of
                discount
            
            
            345,000
            
            
            345,000Notes
                payable to certain former executives
            
            
            125,600
            
            
            126,600Total
            
            
            795,600
            
            
            796,600Less:
                Current portion
            
            
            795,600
            
            
            796,600$
            -0-
            
            $
            -0-





In
      December 2001, Martin Wade, the Company’s former CEO, lent the Company $50,000
      bearing interest at 12%, and due on December 31, 2001. As additional
      consideration for the loan, Mr. Wade was issued warrants to purchase 500,000
      shares of common stock of the Company at $0.01 per share, which were valued
      at
      $53,900 and included as interest expense. On July 1, 2005, the maturity date
      of
      this loan was extended to December 31, 2005. On January 23, 2007, Mr. Wade
      agreed to extend the maturity date of this note to May 31, 2007. Subsequently,
      on June 14, 2007 Mr. Wade agreed to extend the maturity date of this note to
      December 31, 2007, and further extended the maturity date to December 31, 2008.
      The Company's management is confident that future extensions, if necessary
      can
      be obtained, but there can be no assurance that the Company will be able to
      obtain these extensions, if needed.


F-9





**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**June
      30, 2008 and 2007**





Throughout
      the period from July 1, 2001 through June 30, 2008, Mr. Bruce Galloway, the
      Company's former chairman, and Gary Herman and a related entity had advanced
      monies with interest rates up to 10% to allow the Company to satisfy operating
      expenses and occasional cash shortfalls.The amounts outstanding to both Mr.
      Galloway and Mr. Herman totaled $75,600 and $76,600, at June 30,2008 and 2007
      respectively, before accrued interest. The due dates of all of these related
      party notes to current and former directors have been extended to December
      31,
      2008. The Company's management is confident that future extensions, if
      necessary, can be obtained, but there can be no assurance of this.




On
      September 18, 2003, the Company entered into a 15% one-year note with
      Broadcaster Inc. to borrow $350,000. The note was due, with interest, on
      September 18, 2004. In addition, 200,000 shares of Broadcaster common stock
      currently owned by the Company secure this note. The agreement provided that
      the
      Company not sell any of its holdings in Broadcaster common stock with the
      exception of private sales of Broadcaster common stock, until February 15,
      2004.
      Concurrent with this note on February 25, 2003, the Company
      repaid Broadcaster the entire principal portion of a $50,000 note. That
      note was unsecured and bore interest at 4%. The shares reflect the 1 for 2
      stock
      split of Broadcaster's shares effected June 25, 2007.




On
      September 18, 2004, the Company and Broadcaster Inc. entered into an amendment
      to the Note. The amendment provided for the extension of the maturity date
      to
      May 31, 2005 as well as the payment of accrued interest by October 31, 2004
      in
      the sum of $52,000. In addition, the Company pledged Broadcaster Inc. as
      additional collateral, its ownership stake in Access Propeller, LLC. Further,
      the Company made a principal payment of $25,000 on September 30, 2004, reducing
      the principal amount of the Note to $325,000.




On
      January 31, 2005, Broadcaster Inc. sold and assigned the Note to Multi-Mag
      Corporation ("Multi-Mag").





The
      Company and Multi-Mag have since executed Amendments #2 through #5 to the
      $325,000 Secured Promissory Note, all of which extended the due date of the
      Note
      upon payment of accrued interest. Amendment #5 extended the maturity date of
      the
      Note to December 31, 2007 upon the payment of accrued interest from June 1,
      2006
      through May 31, 2007 in the amount of $48,750 payable no later than July 15,
      2007. That amount was paid on August 8, 2007 and the late payment and
      any defaults were waived by Multi-Mag. The
      Company and Multi-Mag are currently in negotiations to extend the due date
      of
      the note. The Company’s management is confident that future extensions can be
      obtained. And although extensions were obtained in the past, there can be no
      assurance that the Company will be able to obtain these extensions, if
      needed.




In
      April
      2003 the Company issued $345,000 of secured promissory notes to a group of
      seven
      investors. The notes matured in August 2005 and bore interest at 10%. In
      addition, for each $60,000 of notes issued, the Company issued a warrant to
      purchase 1,000,000 shares of stock at an exercise price of $0.01 per share.
      A
      total of 5,750,000 warrants were exercised at a price of $0.01 per share. These
      warrants were valued at $392,500 and charged to interest expense. The notes
      are
      collateralized by 373,845 shares of Broadcaster, Inc. common stock
      currently held by the Company. The proceeds of this offering were used to repay
      a $300,000 loan that was due to Mr. Galloway and for the Company’s working
      capital requirements.  The shares reflect the 1 for 2 reverse
      stock split of Broadcaster's shares effected June 25, 2007.


F-10





**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**June
      30, 2008 and 2007**





The
      number of shares of Broadcaster, Inc. Common Stock pledged as Collateral was
      subject to adjustment one year after the initial closing date based on the
      30-day trailing average of the bid prices of shares of Common Stock of
      Broadcaster, Inc. as listed on the OTC Bulletin Board or such other exchange
      as
      such shares are then listed upon. As such, the number of shares that are subject
      to the pledge agreement as of June 2008 and June 2007 are 373,845 shares.
      The shares reflect the 1 for 2 reverse stock split of Broadcaster's shares
      effected June 25, 2007.




Of
      the
      $345,000 Secured Promissory Notes, all but three of these noteholders whose
      notes total $195,000 have extended their notes to December 31, 2008. The
      Company's management is confident that future extensions can be obtained if
      necessary, but there can be no assurance that the Company will be able to obtain
      such extensions. The notes payable to the three remaining noteholders who have
      not agreed to extend are currently in default.




The
      Company considers the carrying value of its notes payable to be a reasonable
      estimation of its fair value based on the current market rates available to
      the
      Company for debt of the same remaining maturities.





Related
      interest expense, including those charges associated with the issuance of
      warrants, approximated $106,000 for the year ended June 30, 2007.





**6.
      INCOME TAXES**




For
      the
      years ended June 30, 2008 and 2007, a reconciliation of income taxes computed
      at
      the United States federal statutory income tax rate to the provision for income
      taxes reflected in the Statements of Operations is presented below:




2008
            
            2007Federal
                statutory rate
            
            
            34
            %
            
            34
            %Valuation
                allowance on net operating loss carryforwards, and investment
                write-downs
            
            
            (34
            )%
            
            (34
            )%Effective
                income tax rate
            
            
            -0-
            
            
            -0-





Deferred
      income taxes reflect the net tax effect of temporary differences between the
      carrying amounts of assets and liabilities for financial reporting purposes
      and
      the amounts used for income tax purposes. Deferred tax assets result primarily
      from net operating loss carry-forwards. The components of the Company’s deferred
      tax assets and liabilities at June 30, 2008 and 2007 are as follows:


F-11





**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**June
      30, 2008 and 2007**





2008
            
            2007Deferred
                tax assets:Operating
                loss carryforwards
            
            $
            3,916,000
            
            $
            $3,794,000Write-down
                of investments
            
            
            1,544,000
            
            
            1,544,000Total
                Deferred Tax Asset
            
            
            5,460,000
            
            
            5,338,000Valuation
                Allowance
            
            
            (5,460,000
            )
            
            (5,338,000
            )$
            -0-
            
            $
            -0-





A
      full
      valuation allowance is provided against all deferred tax assets due to the
      uncertainty as to the future realization of any benefits.




Deferred
      taxes have not been provided on accumulated other comprehensive income
      (loss) as management expects that the NOL will be sufficient to offset future
      gains.




Digital
      Creative Development Corporation and
      subsidiaries have not filled an income tax return since the year ended June
      30,
      2000. As of June 30, 2001 the Company had a net operating loss carryforward
      of
      approximately $5,700,000. The current tax laws as they pertain to the disposal
      of subsidiaries that generate net operating loss carryforwards ("NOL")
      essentially eliminate the NOL carryforward and do not provide a company to
      recognize a loss on disposition of the subsidiary for tax purposes. However,
      laws do provide for the parent to reallocate the NOL based upon their basis
      in
      the companies being disposed of.




As
      of
      June 30, 2008, the Company had net operating loss carry forwards
      of approximately $9.8 million available to offset future federal taxable
      income. The federal net operating loss carry-forwards expire in varying amounts
      through 2028.




The
      Company is in the process of filing its tax returns for the current and all
      applicable prior years.




**7.
      PER SHARE INFORMATION**




In
      accordance with SFAS No. 128, "Earnings Per Share", basic net income (loss)
      per
      common share ("Basic EPS") is computed by dividing the net income (loss)
      attributable to common shareholders by the weighted-average number of common
      shares outstanding. Diluted net income (loss) per common share ("Diluted EPS")
      is computed by dividing the net income (loss) attributable to common
      shareholders by the weighted-average number of common shares and dilutive common
      share equivalents on convertible securities, options, and warrants then
      outstanding. SFAS No. 128 requires the presentation of both Basic EPS and
      Diluted EPS on the face of the Company's Consolidated Statements of Operations.
      There were 1,750,000 stock options and warrants excluded from the computation
      of
      Diluted EPS for the years ended June 30, 2008 and 2007 as their effect on the
      computation of Diluted EPS would have been anti-dilutive.


F-12





**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**June
      30, 2008 and 2007**





The
      following table sets forth the computation of basic and diluted per share
      information:




June
                30,2008
            
            2007(in
                thousands)Numerator:Basic
                and Diluted:Loss
                attributable to common shareholders
            
            $
            (305.1
            )
            $
            (86.3
            )Denominator:Weighted
                average common shares outstanding for basic and full
                dilution
            
            
            53,864.2
            
            
            51,225.7Basic
                and Diluted Per Share Information:Net
                loss
            
            $
            (.01
            )
            $
            (.01
            )





**7.
      STOCK OPTIONS AND STOCK WARRANTS**




In
      October, 2005, the Company made a contingent award to each of its
      current directors, Gary Herman and Skuli Thorvaldsson, as well as an award
      to a
      former director and significant shareholder, Bruce Galloway. The award consisted
      of options granted to purchase 7,440,000 shares of common stock at exercise
      prices ranging from $0.0732 per share to $0.1385 and expiring through June
      2015.
      These options, awarded for services rendered in connection with past services,
      including the restructuring of the Company in fiscal year 2002; director
      services; and other services, were valued at approximately $798,500.





The
      Company’s Board of Directors has approved this compensation for services
      rendered to the Company by Messrs. Herman and Thorvaldsson contingent upon
      the
      receipt of a fairness opinion from an independent advisory firm and approval
      of
      such fairness opinion by the Board of Directors. The Board of Directors has
      not
      reviewed or approved the opinion of the independent advisory firm. If such
      compensation is granted in full, the value of the related awards will
      approximate $798,500 and be charged to earnings at that time. Further, the
      Company finalized compensation agreements for Messrs. Herman and Thorvaldsson
      which include amounts to be paid for past services to the Company for the
      calendar years 2002, 2003, 2004, 2005 and 2006.





These
      options were granted as compensation and the number of options granted was
      determined based on specific individual circumstances. The shares issuable
      under
      these option grants are non-registered shares and the Company has no requirement
      to register such shares.





In
      November 2000, the Company adopted a Stock Purchase and Option Plan (the "Plan")
      that permits the issuance of options to selected employees and directors of,
      and
      consultants to, the Company. The Plan reserves 15,000,000 shares of Common
      Stock
      for issuance underlying the grants of stock options and warrants. Options
      general1y become exercisable over vesting periods of up to three years and
      expire five years from the date of grant.


F-13


**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**June
      30, 2008 and 2007**




A
      summary
      of the options and warrants issued under the Plan is presented in the table
      below:




OPTIONS
            
            WEIGHTED
              AVERAGE
              EXERCISE
              PRICE
            
            WARRANTS
            
            WEIGHTED
              AVERAGE
              EXERCISE
              PRICEOutstanding
                -June 30,2006
            
            
            5,165,000
            
            $
            .0291
            
            
            1,500,000
            
            $
            .01Expired
            
            
            (1,240,000
            )
            $
            .01
            
            
            (500,000)-
            
            $
            .01-Exercised
            
            
            (3,175,000
            )
            
            .01
            
            
            -0-
            
            
            .01Issued
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            —Outstanding
                -June 30,2007
            
            
            750,000
            
            $
            .01
            
            
            1,000,000
            
            $
            .01Expired
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-Exercised
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            .01Issued
            
            
            -0-
            
            $
            -0-
            
            
            -0-
            
            
            -0-Outstanding
                -June 30,2008
            
            
            750,000
            
            $
            .01
            
            
            1,000,000
            
            $
            .01





**9.
      COMMITMENTS AND CONTINGENCIES**





The
      Company is involved in various claims and legal actions arising in the ordinary
      course of business. In the opinion of management, the ultimate disposition
      of
      these matters will not have a material adverse effect on the Company's
      consolidated results of operations or financial position.





**10.
      STOCKHOLDERS' EQUITY**





The
      holders of the Series A Preferred Stock are entitled to a cumulative dividend
      of
      $0.10 per share per annum. Such dividends accrue annually but are payable if
      and
      when the Company declares a dividend. The Company has not paid any dividends
      with respect to the Series A Preferred Stock. The 2,200 outstanding shares
      of
      Series A Preferred Stock are convertible into 3,300 shares of Common Stock
      for
      no additional consideration at the option of the holder of the stock. The Series
      A Preferred Stock is entitled to a liquidation preference of $1.00 per share,
      plus any accrued and unpaid dividends. The Series A Preferred Stock may be
      redeemed by the Company at a redemption price of $1.00 per share plus all
      accrued and unpaid dividends. The amount of accumulated and unpaid dividends
      was
      approximately $25,500 and $25,300 for the years ended June 30, 2008 and 2007,
      respectively.





The
      Series C Preferred stock is not convertible, but may be redeemed at the option
      of the Company at a redemption price of $100 per share plus accrued and unpaid
      dividends, at any time after October 31, 1999.


The
      holders of the preferred stock are entitled to a cumulative dividend of 10%
      per
      annum, payable semiannually, if and when the board declares a dividend. At
      June
      30, 2008 and 2007, the Company had accumulated and unpaid dividends of
      approximately $896,800 and $811,600, respectively, on this series of preferred
      stock. The holders of Series C Preferred Stock have warrants which entitle
      the
      holder to purchase one share of common stock at an exercise price of $3.125
      per
      share of common stock. The Company utilized the proceeds for working capital
      needs.





The
      holders of the Series D Preferred Stock are entitled to a cumulative dividend
      of
      15% per share per annum. Such dividends accrue annually but are payable if
      and
      when the Company declares a dividend. The Company has not paid any dividend
      with
      respect to the Series D Preferred Stock. The 4,000 outstanding shares of Series
      D Preferred Stock are convertible into 400,000 shares of Common Stock for no
      additional consideration at the option of the holder of the stock. The amount
      of
      accumulated and unpaid dividends was approximately $585,000 and $525,000 at
      June
      30, 2008 and 2007, respectively.


F-14





**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**June
      30, 2008 and 2007**




**11.
      SUBSEQUENT EVENTS**





The
      Company has sold 106,000 shares of Broadcaster were sold from June 30, 2008
      to October 7, 2008; the proceeds of approximately $20,000 were used for general
      working capital purposes.





From
      time
      to time, the Company has sold and may continue to sell a certain amount of
      its
      holdings in Broadcaster, Inc. The proceeds of these sales are anticipated to
      be
      principally used by the Company for general working capital
      purposes.


F-15