UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark One)
|X|    Quarterly report under Section 13 or 15(d) of The Securities Exchange Act
       Of 1934

                  For the quarterly period ended March 31, 2004

|_|  Transition report under Section 13 or 15(d) of The Securities Exchange
      Act Of 1934

                For the transition period from _______ to _______

                         Commission file number 0-22315

                    DIGITAL CREATIVE DEVELOPMENT CORPORATION
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            Utah                                        34-1413104
-------------------------------               ----------------------------------
(State or other jurisdiction of              (I.R.S. Employer Identification No)
Incorporation or organization)

                   720 Fifth Avenue, New York, New York, 10019
             ------------------------------------------------------
                    (Address of principal executive offices)

                                 (212) 247-0581
             ------------------------------------------------------
               (Issuer's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  |_|      No |X|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes  |_|      No |X|

As of March 6 ,2006,  51,689,165  shares of Common Stock,  $.01 par value,  were
outstanding.

Transitional Small Business Disclosure Format (Check one):  Yes  |_|      No |X|

<PAGE>

             DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
                         FOR THE QUARTERLY PERIOD ENDED
                                 MARCH 31, 2004

                                      INDEX

<TABLE>
<CAPTION>
Part I -   FINANCIAL INFORMATION                                                        Page

<S>                                                                                        <C>
Item 1.    INTERIM FINANCIAL STATEMENTS                                                    2

            Consolidated Balance Sheets as of March 31,2004 (Unaudited) and June
            30, 2003                                                                       2

            Consolidated  (Unaudited) Statements of Operations and Comprehensive
            Income for the three  month and nine month  periods  ended March 31,
            2004 and 2003                                                                  3

            Consolidated (Unaudited) Statement of Stockholders' Equity for the
            nine month period ended March 31, 2004                                         4

            Consolidated Statements of Cash Flow for the nine month periods
            ended March 31, 2004 and 2003                                                  5

            Notes to Interim Financial Statements                                          6

Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS AND
            PLAN OF OPERATION                                                             10

Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET  RISK                   12

Item 4      CONTROLS AND PROCEDURES                                                       13

Part II -   OTHER INFORMATION                                                             14

Item 6.     EXHIBITS AND REPORTS ON FORM 8-K                                              14

            Signatures.                                                                   15

            Certifications
</TABLE>


<PAGE>

                         Part I - FINANCIAL INFORMATION

Item 1.

INTERIM  FINANCIAL  STATEMENTS

             DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                       March 31,     June 30,
                                                                                         2004         2003
                                                                                           (in thousands)
                                                                                      (Unaudited)   (Audited)
                                                                                       ---------     ---------

CURRENT ASSETS
<S>                                                                                   <C>          <C>
           Cash and cash equivalents                                                  $      --    $       1.0
           Marketable securities                                                          2,250.0      1,072.6

                                                                                       ---------     ---------
                    TOTAL CURRENT ASSETS                                                  2,250.0      1,073.6

OTHER ASSETS
           Marketable and non-marketable securities and advances,  net of allowance
           of $ 3,560,000 in both years                                                   9,578.6      4,391.9

                                                                                       ---------     ---------
TOTAL ASSETS                                                                          $  11,828.6  $   5,465.5
                                                                                       ==========   ==========

 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
           Accounts payable,accrued expenses and other liabilities                    $     329.3  $     227.7
           Due to former employees                                                          175.0        175.0

                                                                                       ---------     ---------
                    TOTAL CURRENT LIABILITIES                                               504.3        402.7

LONG TERM DEBT--RELATED PARTIES, NET OF CURRENT MATURITIES                                  755.7        335.4
                                                                                       ---------     ---------

                                                                                       ---------     ---------
                    TOTAL  LIABILITIES                                                    1,260.0        738.1
                                                                                       ---------     ---------

STOCKHOLDERS' EQUITY
           Preferred Stock 2,000,000 Shares Authorized
             Series A Convertible, Par Value $ 1 ;2,200 Shares Issued and
                Outstanding; Involuntary Liquidation Preference of $ 1 Per Share
                Plus Accrued and Unpaid Dividends                                             2.2          2.2
             Series C, Par Value $ 100 ;9,900 Shares Issued and
                Outstanding; Involuntary Liquidation Preference of $ 100 Per Share
                Plus Accrued and Unpaid Dividends                                           852.7        852.7
             Series D, Par Value $ 100 ;4,000 Shares Issued and
                Outstanding; Involuntary Liquidation Preference of $ 100 Per Share
                Plus Accrued and Unpaid Dividends                                           400.0        400.0
           Common Stock, Par Value $ .01; Authorized 75,000,000 Shares; Issued
                and Outstanding:51,649,165 Shares at March 31,2004
                and 47,649,165 Shares at June 30,2003                                       516.5        476.5
           Additional paid in capital                                                    37,916.9     37,916.9
           Unrealized gains or  losses                                                    7,993.4      1,929.0
           Accumulated deficit                                                          (37,113.1)   (36,849.9)
                                                                                       ---------     ---------
                    TOTAL STOCKHOLDERS' EQUITY                                           10,568.6      4,727.4
                                                                                       ---------     ---------

TOTAL LIABILITIES AND  STOCKHOLDERS' EQUITY                                           $  11,828.6  $   5,465.5
                                                                                       ==========   ==========
</TABLE>

See accompanying Notes to Consolidated Financial Statements

                                       2
<PAGE>

             DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                For the Nine Months Ended       For the Three Months Ended
                                                                   March 31,                      March 31,
                                                                      2004         2003             2004          2003
                                                            ---------------  ---------------  ---------------    --------------
                                                                        (in thousands)                (in thousands)
TOTAL REVENUE
<S>                                                         <C>              <C>              <C>                <C>
           Dividend and interest income, and other          $           0.4  $          10.8  $          --      $         0.3

                                                            ---------------  ---------------  ---------------    --------------
                                                                        0.4             10.8             --                0.3
                                                            ---------------  ---------------  ---------------    --------------
OPERATING EXPENSES
           General and administrative expenses                        108.2            300.5             27.8             11.3

                                                            ---------------  ---------------  ---------------    --------------
LOSS FROM OPERATIONS                                                 (107.8)          (289.7)           (27.8)           (11.0)
                                                            ---------------  ---------------  ---------------    --------------

OTHER INCOME (EXPENSE)
           Interest expense, net and other                           (155.4)          (105.8)           (47.4)           (10.2)
           Settlement of litigation with former employees              --             (302.2)            --             (302.2)
                                                            ---------------  ---------------  ---------------    --------------
                    TOTAL OTHER INCOME (EXPENSES)                    (155.4)          (408.0)           (47.4)          (312.4)
                                                            ---------------  ---------------  ---------------    --------------

NET INCOME  (LOSS)                                          $        (263.2) $        (697.7) $         (75.2)   $      (323.4)

UNDECLARED PREFERRED STOCK DIVIDENDS                                 (109.1)          (109.1)           (36.4)           (36.4)

                                                            ---------------  ---------------  ---------------    --------------
Net loss available to common shareholders                   $        (372.3) $        (806.8) $        (111.6)   $      (359.8)
                                                            ===============  ===============  ===============    ==============

WEIGHTED AVERAGE NUMBER OF OUTSTANDING SHARES FOR
           BASIC AND DILUTED EARNINGS PER SHARE                    50,701.0         44,399.2         51,149.2         44,399.2
                                                            ===============  ===============  ===============    ==============

BASIC AND DILUTED INCOME (LOSS) PER SHARE                   $          (0.007$          (0.018$          (0.002$          (0.008)
                                                            ===============  ===============  ===============    ==============

NET INCOME  (LOSS)                                          $        (263.2) $        (697.7) $         (75.2) $        (323.4)

Other comprehensive operations
           Gain (Loss) on marketable securities                     6,064.4         (3,130.6)         2,690.0         (1,346.3)

                                                            ---------------  ---------------  ---------------    --------------
Comprehensive net income (loss)                             $       5,801.2  $      (3,828.3) $       2,614.8  $      (1,669.7)
                                                            ===============  ===============  ===============    ==============
</TABLE>

           See accompanying Notes to Consolidated Financial Statements

                                       3
<PAGE>

  DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     FOR THE NINE MONTHS ENDED MARCH 31,2004
                                   (Unaudited)
                                 (in thousands)



<TABLE>
<CAPTION>
                                                                                              Accumulated
                                                                                Additional       Other
                                             Preferred Stock          Common      Paid-in    Comprehensive  Accumulated
                                      Series A   Series B   Series D   Stock      Capital     Operations      Deficit       Total
                                      --------   --------   --------  ------    ----------   -------------  -----------   ---------
<S>                                    <C>        <C>        <C>      <C>        <C>           <C>          <C>           <C>
Balance at June 30,2003                $  2.20    $852.70    $400.00  $476.5     $37,916.9     $ 1,929.0    $(36,849.9)   $ 4,727.4

    Issuance  of common stock                                           40.0                                                   40.0
      and warrants

    Unrealized gain on investments                                                               6,064.4                    6,064.4

    Net profit (loss)                                                                                           (263.2)      (263.2)

                                       --------------------------------------------------------------------------------------------
Balance at December 31,2003            $  2.20    $852.70    $400.00  $516.5     $37,916.9     $ 7,993.4    $(37,113.1)   $10,568.6
                                       ============================================================================================
</TABLE>


                                       4
<PAGE>

             DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 For the Nine Months Ended
                                                                                         March 31,
                                                                                    2004         2003
                                                                                   ---------   --------
                                                                                      (in thousands)

<S>                                                                                <C>         <C>
LOSS FROM CONTINUING OPERATIONS                                                    $ (263.2)   $ (697.7)

             Adjustments to reconcile net gain (loss) to net cash provided by
                  operating activities:
                        Amortization of debt discount                                  72.8          --
                        Noncash settlement of litigation with former employees           --       333.7
                        Noncash payment for services                                     --       260.2
                        Decrease in accounts and notes receivable                        --       102.7
                        Increase (decrease) in accrued expenses                       101.9        45.8

             Net cash (used in) provided by operating activities                      (88.5)       44.7
                                                                                   --------------------

INVESTING ACTIVITIES
             Purchase of investments                                                 (300.0)         --
                                                                                   --------------------
             Net cash used in investing activities                                   (300.0)         --
                                                                                   --------------------

FINANCING ACTIVITIES
                                                                                   --------------------
             Issuance or increase of long term debt                                   350.0       300.0
             Payments of amounts due to former executive                                 --      (341.2)
             Payments of long term debt                                                (2.5)       (0.8)

                                                                                   --------------------
             Net cash (used in) provided by financing activities                      387.5       (42.0)
                                                                                   --------------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS FROM
             CONTINUING OPERATIONS                                                 $   (1.0)   $    2.7

CASH AND EQUIVALENTS,beginning of period                                                1.0          --

                                                                                   --------------------
CASH AND EQUIVALENTS,end of period                                                 $     --    $    2.7
                                                                                   ====================
</TABLE>

          See accompanying Notes to Consolidated Financial Statements

                                       5
<PAGE>

             DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (Unaudited)

NOTE 1- BASIS OF PRESENTATION

The consolidated  financial  statements include the accounts of Digital Creative
Development  Corporation  and its wholly  owned  subsidiary  (collectively,  the
"Company").

The accompanying  condensed  consolidated financial statements are unaudited and
have been prepared by the Company in accordance  with the rules and  regulations
of  the  Securities  and  Exchange  Commission  relating  to  interim  financial
statements.  These condensed financial statements do not include all disclosures
provided in the Company's annual financial  statements.  The condensed financial
statements should be read in conjunction with the financial statements and notes
thereto for the year ended June 30, 2003  contained in the Company's Form 10-KSB
filed with the Securities and Exchange  Commission.  All adjustments of a normal
recurring nature, which, in the opinion of management,  are necessary to present
a fair  statement  of  results  for the  periods  have  been  made.  Results  of
operations are not necessarily  indicative of the results to be expected for the
full year.

NOTE 2- PRINCIPLES OF CONSOLIDATION

The consolidated  financial  statements include the accounts of Digital Creative
Development  Corporation  and its wholly  owned  subsidiary,  (collectively  the
"Company").  The wholly owned  subsidiary at June 30, 2003 and March 31, 2004 is
Digital Creative  Development Company  (Delaware).  The Company currently has no
active business.  However, the Company is involved in acquiring and investing in
software and high technology  companies,  with a focus on acquiring  controlling
interests  and has entered into the  software  technology  industry  through its
investment in International  Microcomputer  Software,  Inc. ("IMSI").  IMSI is a
leading  provider  of stock  house  plans  over the  Internet  with the  largest
selection  of plans for  consumers  and  builders.  IMSI also sells a variety of
related content and services over the Internet. In addition, IMSI is a developer
and publisher of software  solutions  which is marketed and sold to  individuals
and small business users through an array of distribution channels.

                                       6
<PAGE>

NOTE 3-INVESTMENTS IN MARKETABLE SECURITIES AND NONMARKETABLE SECURITIES

The Company had investments and advances in certain marketable and
non-marketable debt and equity securities at March 31, 2004 and June 30, 2003 as
follows:

                                          March 31, 2004   June 30, 2003
                                             ----------     ----------

Marketable Securities - current:
 IMSI                                        $  679,200     $  679,200

 Thinking Tools, Inc.                           300,000        300,000
                                             ----------     ----------

                                                979,200        979,200

Unrealized gain on marketable securities      1,270,800         93,400
                                             ----------     ----------
Total                                        $2,250,000     $1,072,600

                                             ==========     ==========

Marketable  Securities - non-current:
 IMSI                                        $2,800,900     $2,800,900

 Access Propeller Holdings Inc                  300,000        300,000
                                             ----------     ----------
Sub total
                                              3,100,900      3,100,900
Unrealized gain on marketable securities      6,477,700      1,591,000
                                             ----------     ----------
Total                                        $9,578,600     $4,691,900
                                             ==========     ==========

The table above excludes $3,560,000 of investments  formally written off in June
2005; these  investments had previously been fully reserved as the result of the
recording  of  an  impairment  loss  because  the  Company  had  concluded  that
recoverability  of its  investments in such entities was unlikely and improbable
based upon its review of the current financial status of each entity. The shares
of IMSI owned by the Company are "restricted  securities" as defined in Rule 144
under the Securities Act of 1933. Under Rule 144, the Company can publicly sell,
within any three month  period,  a number of shares not to exceed one percent of
IMSI's then outstanding shares of common stock. The maximum amount of IMSI stock
that can be sold by the Company is the greater of 1% of the  outstanding  shares
of IMSI or the average  weekly trading volume of IMSI's stock for the four weeks
preceding  the  Company's  filing of a notice of sale with the SEC.  Since these
shares are restricted,  the shares,  which can be sold within one year are shown
as a current  asset and the  balance of the shares are shown in other  assets on
the balance sheet. A total of 400,000 shares of IMSI stock secures the Company's
15% $350,000 Promissory Note which IMSI sold to Multi Mag Corporation in January
2005 ,and  subsequently  reduced to $325,000  and  747,869  shares of IMSI stock
secure the $345,000 note to various investors.

On  September  18,  2003 the Company  extended a $300,000  bridge loan to Access
Propeller, LLC. This loan is secured by all of the assets of Access.  On October
31, 2003 the Company  converted its loan to 304,250 shares of Preferred Series A
stock.

NOTE 4- ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accrued expenses consist basically of accrued legal and other  professional fees
and general administrative expenses of the Company.

                                       7
<PAGE>

NOTE 5- NOTES PAYABLE - RELATED PARTIES

At March 31, 2004 and June 30, 2003,  the Company's  long term debt consisted of
the following:

<TABLE>
<CAPTION>
                                                                           March 31,     June 30,
                                                                              2004         2003
                                                                            --------     --------

<S>                                      <C>                                <C>          <C>
Secured Promissory Note with Interest at 15%                                $350,000     $     --

$345,000 Secured Promissory Notes with Interest at 10%, net of discount      304,600      231,900

Notes payable to certain former executives                                   101,100      103,500

Debt due to former employees in conjunction with settlement agreement        175,000      175,000
                                                                            --------     --------

                                                                             930,700      510,400

Less: Current portion                                                        175,000      175,000
                                                                            --------     --------
Long-term portion                                                           $755,700     $335,400
                                                                            ========     ========
</TABLE>

The  Company  is  currently  in  default on the  $175,000  Notes  related to the
CineBlast  settlement.  That  settlement  included a formula  whereby  the total
obligation  due the principals of CineBlast was reduced by $ 21,400 to $153,600.
Subsequent  cash  payments  reduced  this  obligation  to its current  amount of
$103,350.  On February 21, 2006 the principals of CineBlast filed a legal action
seeking payment of the  outstanding  balances ($ 103,350) owed to them, plus the
amount of the debt reduced by formula ( $ 21,400),  and legal fees.  The Company
is  defending  the  action  and is  seeking  to  settle  this  action  on  terms
satisfactory  to the Company but there can be no assurance that the Company will
negotiate a satisfactory resolution.

      On September 18, 2003,  the Company  entered into a 15% one-year note with
IMSI whereby the company  borrowed  $350,000.  On January 5, 2005, IMSI sold and
assigned the $350,000 note to Multi-Mag Corporation  ("Multi-Mag").  On December
14, 2005, the Secured  Promissory  Note payable to Multi-Mag was extended to May
31,  2006 upon the  payment  of  accrued  interest  from June 18,  2005  through
December 23, 2005 in the amount of $22,600.

With regard to the $345,000  Secured  Promissory Notes with Interest at 10%, all
but three of the noteholders have extended their notes from December 31, 2005 to
May 31, 2006.

NOTE 6 - OMMITMENTS 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.

                                       8
<PAGE>

NOTE 7- SUBSEQUENT EVENTS

On  September  30,  2004,  the  Company  sold  200,000  shares of IMSI for gross
proceeds of  $200,000.  The Company  used  $77,500 of this amount to pay certain
indebtedness  owed  IMSI in the form of  accrued  interest  and a  reduction  of
principal  On May 25, 2005,  the Company  sold 250,000  shares of IMSI for gross
proceeds of approximately  $277,000.  The Company used approximately  $39,000 of
this amount to pay  accrued  interest  and the  remainder  for  general  working
capital  purposes.  The Company has sold  100,000  shares of IMSI since June 30,
2005 and has used the proceeds of  approximately  $108,265  for general  working
capital purposes.

In June, 2005, the Company awarded to each of its current directors, Gary Herman
and  Skuli  Thorvaldsson,  as  well  as to a  former  director  and  significant
shareholder,  Bruce  Galloway,  options to purchase  1,250,000  shares of common
stock at an exercise  price of $.01 per share and  expiring in June 2015.  These
options,  awarded for services  rendered in connection with the restructuring of
the  Company in fiscal  year 2002,  were valued at  approximately  $290,000  and
charged to earnings in the fiscal year ended June 30, 2005. The Company's  Board
of Directors has approved  additional  compensation for services rendered to the
Company by  Messrs.  Herman  and  Thorvaldsson  subject to receipt of a fairness
opinion from an independent advisory firm.

On December 16, 2005, International  Microcomputer Software, Inc. ("IMSI") filed
a Form S-4 with the  Securities & Exchange  Commission  for the proposed  merger
with  AccessMedia  Networks,  Inc. On December 14, 2005 the board of the Company
approved the execution of a Voting Agreement and Irrevocable Proxy in support of
the  transaction.  Based on the proposed  transaction,  the Company's  ownership
stake in IMSI will be reduced from  approximately  25% to 13% as a result of the
issuance of shares of common stock of IMSI to the  shareholders  of  AccessMedia
Networks.  If  IMSI  achieves  certain  performance  milestones,  the  Company's
ownership stake will be further reduced.

                                       9
<PAGE>

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Statements  contained in this  Quarterly  Report on Form 10-QSB,  other than the
historical financial information, constitute "forward-looking statements" within
the meaning of the Private  Securities  Litigation  Reform Act of 1995. All such
forward-looking  statements  involve known and unknown risks,  uncertainties  or
other factors which may cause actual results,  performance or achievement of the
Company to be  materially  different  from any future  results,  performance  or
achievement  expressed or implied by such  forward-looking  statements.  Factors
that might cause such a  difference  include,  but are not limited to, risks and
uncertainties  related to the substantial capital  requirements,  development of
effective internal processes and systems, the ability to attract and retain high
quality employees, changing overall economy and other risks described herein and
in the Company's June 30, 2003 Annual Report on Form 10-KSB.

PLAN OF OPERATION

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.  At present, the Company does not have
an operating  business  except for its interest in  International  Microcomputer
Software Inc.  ("IMSI") (OTCBB-  IMSI).The Company has since begun to search for
candidates  with  which  to  enter  into  business   combinations  or  strategic
transactions.

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 the Company, or at all. In addition, acquiring, or combining
with, a business involves many risks, including:

      o     unforeseen obligations or liabilities;
      o     difficulty assimilating the acquired operations and personnel;
      o     risks of entering markets in which we have little or no direct prior
            experience;
      o     potential impairment of relationships with employees or customers as
            a result of changes in management; and
      o     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 we will  make any  acquisitions  or
business combinations or that we will be able to obtain additional financing for
such  acquisitions  or  combinations,  if  necessary.  If  any  acquisitions  or
combinations  are  made,  we  cannot  make  assurances  that  we will be able to
successfully  integrate the acquired or combined business into our operations or
that the acquired or combined business will perform as expected.

                                       10
<PAGE>

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  our  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.

RESULTS OF OPERATIONS

Three Month Period Ended March 31, 2004 Compared To The Three Month Period Ended
March 31, 2003.

Net loss  decreased  to $75,200 in the three month  period  ended March 31, 2004
from $323,400 in the comparable 2003 period,  principally  due to  non-recurring
costs in the 2003 period of $302,200  related to settlement  charges with former
employees;  such costs were not  experienced  in the  current  period.  However,
higher  interest  costs were  experienced  in the 2004 period due to  additional
borrowings and amortization of debt discount.  Those costs approximated  $47,400
and  $10,200  in the  three  month  periods  ended  March  31,  2004  and  2003,
respectively.

Nine Month Period  Ended March 31, 2004  Compared To The Nine Month Period Ended
March 31, 2003.

Net loss  decreased  to $263,200 in the nine month  period  ended March 31, 2004
from $697,700 in the comparable 2003 period,  principally  due to  non-recurring
costs in the 2003 period of $302,200  related to settlement  charges with former
employees. Such costs were not experienced in the current period.  Additionally,
general and  administrative  costs,  principally  professional  fees,  including
legal,  administrative and accounting  consulting costs, were experienced in the
current  quarter.  Such costs  were  $108,200  in the 2004  period  compared  to
$300,500  in  the  2003  period.  Higher  interest  costs,  due  principally  to
additional borrowings and debt discount amortization amounted to $155,400 in the
2004 period, compared to $105,800 in the 2003 nine month period.

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<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's current assets exceeded its current liabilities by $1.8 million at
March 31, 2004,  compared to current assets exceeding its current liabilities by
$700,000 at June 30, 2003,  principally due to the increased market value of the
Company's  marketable  securities.   Marketable   securities,   principally  the
Company's  holdings in IMSI, had a market value of $2.2 million and $1.1 million
at March 31, 2004 and June 30, 2003, respectively.

Since the Company is inactive,  except for its  interest in IMSI,  and it is not
contemplated  that IMSI will declare and pay dividends on its common stock,  the
Company  depends upon sales of its shares of IMSI common stock (which are quoted
on the OTCBB) in order to meet its  expenses,  unless the Company  could  obtain
fund from third  parties,  of which there can be no  assurance.  The Company has
sold  100,000  shares of IMSI since June 30,  2005 and has used the  proceeds of
approximately $108,265 for general working capital purposes.

The amount of proceeds  available to the Company from the sale of shares of IMSI
depends upon the market for IMSI shares, 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's  equity  investments are concentrated in relatively few investees,
principally  International  Microcomputer  Software, Inc. ("IMSI"). At March 31,
2004, almost 100% of the total fair value of equity investments was concentrated
in IMSI. 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.

                                       12
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company's  chief executive  officer in conjunction  with the chief financial
officer,  after  evaluating  the  effectiveness  of  the  Company's  "disclosure
controls and  procedures"  (as defined in Rule  13a-15(e)  under the  Securities
Exchange Act of 1934, as amended) as of a date (the "Evaluation Date") within 90
days before the filing date of this  quarterly  report,  has concluded  that the
Company's  disclosure  controls and  procedures  are  effective in ensuring that
material information required to be disclosed is included in the reports that it
files with the Securities and Exchange Commission.

Changes in Internal Controls

There were no significant  changes in the Company's internal controls or, to the
knowledge  of the  management  of the  Company,  in  other  factors  that  could
significantly affect those controls subsequent to the Evaluation Date.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

      The Company is, from time to time, the subject of  litigation,  claims and
assessments  arising out of matters occurring during the normal operation of the
Company's business. In the opinion of management,  the liability,  if any, under
such current litigation,  claims and assessments,  that are material,  have been
properly accrued.

Item 2. Unregistered Sales of Equity Securities and Uses of Proceeds.

      None.

Item 3. Defaults upon Senior Securities

      None.

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

      None.

Item 5. Other Information.

      None.

                                       13
<PAGE>

                          PART II - OTHER INFORMATION

Item 6. Exhibits And Reports On Form 8-K

         (a) Exhibits: None.

                  31    Certification pursuant to Rule 13a-14(a) of the Exchange
                        Act

                  32    Certification pursuant to Rule 13a-14(b) of the Exchange
                        Act and 18 U.S.C.  Section 1350, as Adopted  Pursuant to
                        Section 906 of the Sarbanes-Oxley Act of 2002

                  (b) Reports on Form 8-K

                       None

                                       14
<PAGE>

                                   SIGNATURES

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

                           DIGITAL CREATIVE DIGITAL CORPORATION

Dated:  March  7 , 2006
                            By: Gary Herman
                            Name:  Gary Herman
                            Title:  Chief  Executive Officer and President

                            By: Skuli Thorvaldsson
                            Name: Skuli Thorvaldsson
                            Title: Chief Financial Officer

                                       15