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
      quarter ended March 31, 2008





o
            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.
                EmployerIncorporation
                or organization)
            Identification
                No)




720
                Fifth Avenue 10thFloor, 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 o No x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act)


Yes o No x





As
      of May
      12, 2008 53,864,165 shares of Common Stock, $.01 par value, were
      outstanding.




Transitional
      Small Business Disclosure Format (Check one): Yes o No x









**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**FOR
      THE THREE MONTHS AND SIX MONTHS ENDED**


**MARCH
      31, 2008**





**INDEX**





**Part
                I - FINANCIAL INFORMATION**Item
                1.
            INTERIM
                FINANCIAL STATEMENTS
            3Condensed
                Consolidated Balance Sheets as of March 31, 2008 (Unaudited) and
                June 30,
                2007
            F-1Condensed
                Consolidated (Unaudited) Statements of Operations and Comprehensive
                Income
                for the three months and nine months ended March 31, 2008 and
                2007
            F-2Condensed
                Consolidated (Unaudited) Statement of Stockholders’ Equity for the nine
                months ended March 31, 2008
            F-3Condensed
                Consolidated Statements of Cash Flow for the nine months ended March
                31,
                2008 and 2007
            F-4Notes
                to Interim Financial Statements
            F-5Item
                2.
            MANAGEMENT'S
                DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
            4Item
                3.
            QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            6Item
                4.
            CONTROLS
                AND PROCEDURES
            7Item
                6.
            EXHIBITS
                AND REPORTS ON FORM 8-K
            7Signatures
            8Certifications




2




**Part
      I - FINANCIAL INFORMATION**





**Item
      1** . **INTERIM
      FINANCIAL STATEMENTS**






3


**DIGITAL
        CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**
 **CONDENSED
        CONSOLIDATED BALANCE SHEETS**


**ASSETS****March
                  31, 2008**
              
              **June
                  30, 2007****(Unaudited)**
              
              **(Audited)****(in
                  thousands)****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              0.2
              
              $
              5.0Marketable
                  securities
              
              
              610.2
              
              
              1,054.2**TOTAL
                  CURRENT ASSETS**
              
              
              610.4
              
              
              1,059.2.**OTHER
                  ASSETS**Marketable
                  securities and non-marketable securities and advances,net
                  of $300,000 at December 31, 2007 and June 30, 2007
              
              
              -
              
              
              7,374.1**TOTAL
                  ASSETS**
              
              **$**
              **610.4**
              
              **$**
              **8,433.3****LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accrued
                  expenses and other liabilities
              
              $
              629.7
              
              $
              542.5Notes
                  payable--related parties
              
              
              795.6
              
              
              796.6**TOTAL
                  CURRENT LIABILITIES**
              
              
              1,425.3
              
              
              1,339.1**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Preferred
                  Stock 2,000,000 Shares AuthorizedSeries
                  A Convertible, Par Value $1 ;2,200 Shares Issued andOutstanding;
                  Involuntary Liquidation Preference of $1 Per SharePlus
                  Accrued and Unpaid Dividends
              
              
              2.2
              
              
              2.2Series
                  C, Par Value $100 ;9,900 Shares Issued andOutstanding;
                  Involuntary Liquidation Preference of $100 Per SharePlus
                  Accrued and Unpaid Dividends
              
              
              852.7
              
              
              852.7Series
                  D, Par Value $100 ;4,000 Shares Issued andOutstanding;
                  Involuntary Liquidation Preference of $100 Per SharePlus
                  Accrued and Unpaid Dividends
              
              
              400.0
              
              
              400.0Common
                  Stock, Par Value $.01; Authorized 75,000,000 Shares; Issued and
                  Outstanding:53,864,165
                  Shares at March 31, 2008 and June 30, 2007
              
              
              538.6
              
              
              538.6Additional
                  paid in capital
              
              
              38,380.1
              
              
              38,380.1Accumulated
                  other comprehensive income (loss)
              
              
              (2,276.0
              )
              
              5,415.0Accumulated
                  deficit
              
              
              (38,712.5
              )
              
              (38,494.4
              )**TOTAL
                  STOCKHOLDERS' EQUITY (DEFICIT)**
              
              
              (814.9
              )
              
              7,094.2**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
              
              **$**
              **610.4**
              
              **$**
              **8,433.3**


**See
      accompanying Notes to Condensed Consolidated Financial
      Statements**




F-1




**DIGITAL
        CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS**
 **(Unaudited)**
  **For
                    the Nine Months Ended**
                
                **For
                    the Three Months****March
                    31,**
                
                **Ended
                    March 31,****2008**
                
                **2007**
                
                **2008**
                
                **2007****(in
                    thousands)**
                
                **(in
                    thousands)****REVENUE**
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -**OPERATING
                    EXPENSES**General
                    and administrative expenses
                
                
                289.9
                
                
                218.9
                
                
                45.4
                
                
                81.1**(LOSS)
                    FROM OPERATIONS**
                
                
                (289.9
                )
                
                (218.9
                )
                
                (45.4
                )
                
                (81.1
                )**OTHER
                    INCOME (EXPENSE)**Interest
                    expense, net and other
                
                
                (72.0
                )
                
                (109.0
                )
                
                (24.0
                )
                
                (42.9
                )Realized
                    gains (losses) net of unrealized gain on investments
                
                
                143.8
                
                
                235.5
                
                
                (3.7
                )
                
                120.5Other
                    settlements
                
                
                -
                
                
                (137.5
                )
                
                -
                
                
                -**TOTAL
                    OTHER INCOME (EXPENSE)**
                
                
                71.8
                
                
                (11.0
                )
                
                (27.7
                )
                
                77.6**NET
                    LOSS**
                
                
                **(218.1**
                **)**
                ****
                **(229.9**
                **)**
                ****
                **(73.1**
                **)**
                ****
                **(3.5**
                **)****UNDECLARED
                    PREFERRED STOCK DIVIDENDS**
                
                
                (109.1
                )
                
                (109.1
                )
                
                (36.4
                )
                
                (36.4
                )**Net
                    Loss applicable to common shareholders**
                
                **$**
                **(327.2**
                **)**
                **$**
                **(339.0**
                **)**
                **$**
                **(109.5**
                **)**
                **$**
                **(39.9**
                **)****WEIGHTED
                      AVERAGE NUMBER OF OUTSTANDING SHARES FOR BASIC AND DILUTED
                      EARNINGS PER
                      SHARE**
                
                
                53,864.2
                
                
                50,689.2
                
                
                53,864.2
                
                
                50,689.2**BASIC
                    AND DILUTED LOSS PER SHARE**
                
                $
                (0.006
                )
                $
                (0.007
                )
                $
                (0.002
                )
                $
                (0.001
                )**NET
                    INCOME (LOSS)**
                
                $
                (218.1
                )
                $
                (229.9
                )
                $
                (73.1
                )
                $
                (3.5
                )**Other
                    comprehensive operations****Unrealized
                    gain (loss) on marketable securities**
                
                
                (7,691.0
                )
                
                (2,341.6
                )
                
                95.4
                
                
                (473.7
                )**Comprehensive
                    net income (loss)**
                
                $
                (7,909.1
                )
                $
                (2,571.5
                )
                $
                22.3
                
                $
                (477.2
                )
   **See
        accompanying Notes to Condensed Consolidated Financial
        Statements**
  F-2




**DIGITAL
        CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY**
 **FOR
        THE NINE MONTHS ENDED MARCH 31, 2008**


**(in
        thousands)**


**Accumulated****Additional**
              
              **Other****Preferred
                    Stock**
              
              **Common**
              
              **Paid-in**
              
              **Comprehensive**
              
              **Accumulated****Series
                  A**
              
              **Series
                  C**
              
              **Series
                  D**
              
              **Stock**
              
              **Capital**
              
              **Operations**
              
              **Deficit**
              
              **Total****Balance
                  at June 30, 2007 (audited)**
              
              **$**
              **2.2**
              ****
              **$**
              **852.7**
              ****
              **$**
              **400.0**
              ****
              **$**
              **538.6**
              ****
              **$**
              **38,380.1**
              ****
              **$**
              **5,415.0**
              ****
              **$**
              **(38,494.4**
              **)**
              **$**
              **7,094.2**Unrealized
                  loss on investments
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (7,691.0
              )
              
              
              
              
              (7,691.0
              )Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (218.1
              )
              
              (218.1
              )**Balance
                  at December 31, 2007 (unaudited)**
              
              **$**
              **2.2**
              ****
              **$**
              **852.7**
              ****
              **$**
              **400.0**
              ****
              **$**
              **538.6**
              ****
              **$**
              **38,380.1**
              ****
              **$**
              **(2,276.0**
              **)**
              **$**
              **(38,712.5**
              **)**
              **$**
              **(814.9**
              **)**
  **See
        accompanying Notes to Condensed Consolidated Financial
        Statements**




F-3


**DIGITAL
        CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **FOR
        THE NINE MONTHS ENDED MARCH 31,**
 **(unaudited)**
  **2008**
                
                **2007****(in
                    thousands)**CASH
                    FLOWS FROM OPERATING ACTIVITES:Net
                    loss
                
                $
                (218.1
                )
                $
                (229.9
                )Adjustments
                    to reconcile net loss to net cash used in operating
                    activities:Net
                    realized gains on marketable securities
                
                
                (142.4
                )
                
                (235.5
                )Changes
                    in assets and liabilities:Increase
                    in accounts payable, accrued expenses and other
                    liabilities
                
                
                81.3
                
                
                126.2NET
                    CASH USED IN OPERATING ACTIVITIES
                
                
                (279.2
                )
                
                (339.2
                )CASH
                    FLOWS FROM INVESTING ACTIVITES:Proceeds
                    from sale of investments, net of purchases
                
                
                275.4
                
                
                360.2NET
                    CASH PROVIDED BY INVESTING ACTIVITIES
                
                
                275.4
                
                
                360.2CASH
                    FLOWS FROM FINANCING ACTIVITES:Proceeds
                    from issuance of notes payable--related parties
                
                
                -
                
                
                120.0Payments
                    of note payable--related parties
                
                
                (1.0
                )
                
                (212.5
                )NET
                    CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                (1.0
                )
                
                (92.5
                )NET
                    CHANGE IN CASH AND CASH EQUIVALENTS
                
                $
                (4.8
                )
                $
                (71.5
                )CASH
                    AND EQUIVALENTS, beginning of period
                
                
                5.0
                
                
                73.4CASH
                    AND EQUIVALENTS, end of period
                
                $
                0.2
                
                $
                1.9CASH
                    PAYMENTS FOR:Interest
                    expense
                
                $
                48.8
                
                $
                -Income
                    taxes
                
                $
                -
                
                $
                -
 
 **See
          accompanying Notes to Condensed Consolidated Financial
          Statements**




F-4




**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2008**


**(Unaudited** )





**NOTE
      1- BASIS OF PRESENTATION**




The
      condensed 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 as of March 31, 2008
      and for the three months and nine months ended March 31, 2008 and 2007 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. The accompanying consolidated balance sheet as of June
      30,
      2007 and other information as of June 30, 2007 has been derived from the
      Company's audited annual 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, 2007 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- DOUBT AS TO CONTINUING AS A GOING CONCERN**





**Our
      condensed consolidated unaudited financial statements were prepared on the
      assumption that we will continue as a going concern. We currently have a working
      capital and equity deficit of $814,900 .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.**




**NOTE
      3- PRINCIPLES OF CONSOLIDATION**





The
      condensed consolidated financial statements include the accounts of Digital
      Creative Development Corporation and its wholly owned subsidiary, (collectively
      the "Company"). The wholly owned subsidiary at March 31, 2008 and June 30,
      2007
      is Digital Creative Development Corporation (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 the investment in International Microcomputer Software, Inc.
      (“ IMSI ”),
      (n/k/a Broadcaster, Inc).  Since 1982, IMSI (n/k/a Broadcaster, Inc.) 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
      IMSI closed its acquisition of AccessMedia Networks, Inc. The combined company
      operates under the name Broadcaster, Inc., and operates an Internet
      entertainment network.




In
      June
      2006, FASB issued Interpretation No. 48 (“FIN 48”), “ *Accounting
      for Uncertainty in Income Taxes — an interpretation of FASB Statement
      No. 109.”* FIN 48
      clarifies the recognition threshold and measurement attribute for the financial
      statement recognition and measurement of a tax position taken or expected to
      be
      taken in a tax return. Under the guidelines of FIN 48, an entity should
      recognize a financial statement benefit for a tax position if it determines
      that
      it is more likely than not that the position will be sustained upon examination.
      The Company adopted FIN 48 as of July 1, 2007.




F-5




**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2008**


**(Unaudited** )





Management
      has evaluated and concluded that there are no significant uncertain tax
      positions requiring recognition in the Company’s financial statements as of
      March 31, 2008.  The evaluation was performed for the initial tax year
      ended June 30, 2007, the only year which is subject to examination for
      Federal and state purposes as of March 31, 2008.




**NOTE
      4- MARKETABLE SECURITIES**




The
      Company had investments and advances in certain marketable and non-marketable
      debt and equity securities at March 31, 2008 (unaudited) and June 30, 2007
      (audited) as follows:




(in
                thousands)March
                31,
              2008
            
            June
                30,
              2007(Unaudited)
            
            (Audited)Marketable
                Securities - current:Broadcaster
                (formerly IMSI)
            
            $
            2,909.3
            
            $
            380.4Unrealized
                gain (loss) on marketable securities - Current portion
            
            
            (2,299.1
            )
            
            673.8Total
            
            $
            610.2
            
            $
            1,054.2Marketable
                Securities - non-current:Broadcaster
                (formerly IMSI)
            
            $
            -
            
            $
            2,660.6Access
                Propeller Holdings, Inc.
            
            
            300.0
            
            
            300.0Sub
                total
            
            
            300.0
            
            
            2,960.6Unrealized
                gain on marketable securities - Non-Current portion
            
            
            -
            
            
            4,713.5Less:
                allowance for impairments
            
            
            (300.0
            )
            
            (300.0
            )Total
            
            $
            610.2
            
            $
            7,374.1





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.




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.




F-6




**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2008**


**(Unaudited)**




As
      previously disclosed the company and certain of its officers, directors and
      significant shareholders are defendants in an action captioned Paul
      Goodman v. Broadccaster, Inc., 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 has been removed and transferred to the
      Federal District Court for the Southern District of New York and it is
      anticipated that a motion to transfer this case to United States District Court
      for the Central District of California will be filed at the end of May. 
Management believes that the action is without merit and intends to defend
      the
      action vigorously.




In
      addition, separate from the Company, Broadcaster and certain officers, directors
      and shareholders, are parties to several other legal actions.  The
      management of Broadcaster has disclosed that they believe these actions are
      without merit and intends to defend them vigorously.  Due to the
      uncertainty surrounding the litigation process, and the early stage of this
      matter, no reasonable estimate of loss to Broadcaster is currently
      available.




A
      total
      of 200,000 shares of Broadcaster, Inc. common stock secures the Company's 15%
      $325,000 Promissory Note to Multi Mag Corporation 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. Due to the recent
      decline in the price of shares of Broadcaster, the Notes are now
      under-collateralized.





The
      Company has sold 146,800 shares of Broadcaster, Inc. from June 30, 2007 through
      March 31, 2008. The proceeds of approximately $275,800 have been used for
      general working capital purposes.





From
      time
      to time, the Company 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.





**NOTE
      5- ACCOUNTS PAYABLE AND ACCRUED EXPENSES**




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





**NOTE
      6- NOTES PAYABLE - RELATED PARTIES**




At
      March
      31, 2008 (unaudited) and June 30, 2007 (audited) the Company’s long term debt
      consisted of the following:




F-7


**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2008**


**(Unaudited)**





(in
                thousands)March
                31,
              2008
            
            June 30,
              2007(Unaudited)
            
            (Audited)Secured
                Promissory Note with Interest at 15%
            
            $
            325.0
            
            $
            325.0$345,000
                Secured Promissory Notes with Interest at 10%
            
            
            345.0
            
            
            345.0Notes
                payable to certain former executives and related parties
            
            
            125.6
            
            
            126.6795.6
            
            
            796.6Less:
                Current portion
            
            
            795.6
            
            
            796.6Long-term
                portion
            
            $
            -
            
            $
            -




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
      May
      30, 2007, the Company and Multi-Mag executed Amendment #5 to the $325,000
      Secured Promissory Note. This amendment 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. This amount was paid on August 8, 2007 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.





**NOTE
      7- 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.




F-8




**DIGITAL
      CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY**


**NOTES
      TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2008**


**(Unaudited)**




**NOTE
      8- STOCK-BASED COMPENSATION**





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 consisired
      of options granted to purchase 7,440,000 shares of common stock at exercise
      prices ranging from $.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.




F-9




**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, 2007 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 Broadcaster, Inc., (OTCBB- BCAS).
      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:





·
            unforeseen
                obligations or liabilities;





·
            difficulty
                assimilating the acquired operations and
                personnel;





·
            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.





·
            unforeseen
                obligations or liabilities;




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.  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.




4





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, 2008 Compared To The Three Month Period Ended
      March
      31, 2007.





Net
      loss
      increased to $73,100 in the three month period ended March 31, 2008 from $3,500
      in the comparable 2007 period, principally due to lower gains on sales of
      investments which resulted in a minor loss in the current period, a decrease
      from a gain of $120,500 in the 2006 period. General and administrative expenses
      decreased to $45,000 in the current period from $81,000 due to lower
      professional fees, including legal, administrative and accounting services.




Nine
      Month Period Ended March 31, 2008 Compared To The Nine Month Period Ended March
      31, 2007.





Net
      loss
      decreased to $218,000 in the nine month period ended March 31, 2008 from
      $230,000 in the comparable 2007 period, principally due to a reduction of costs
      of settlements which were not incurred in the 2008 period, while the prior
      period experienced a total of $137,500. General and administrative expenses
      increased to $290,000 in the current period from $219,000 in the 2007 period
      due
      to higher professional fees, including legal, administrative and accounting
      services.





LIQUIDITY
      AND CAPITAL RESOURCES




The
      Company's current liabilities exceeded its current assets by approximately
      $815,000 at March 31, 2008, compared to current liabilities exceeding its
      current assets by $279,900 at June 30, 2007. These financial conditions are
      principally due the reduced market value of the Company’s investment in
      Broadcaster. Offsetting this decrease was the removal of the restriction on
      the
      sale of the Company's investment in Broadcaster; that restriction determined
      the
      number of Broadcaster shares that could be sold within one year. The result
      was
      a reclassification of the entire investment to current assets. The Company's
      total investments at March 31, 2008 were $610,400 compared to $8.4 million
      at
      June 30, 2007.




Since
      the
      Company is inactive, except for its interest in Broadcaster, and it is not
      contemplated that Broadcaster will declare and pay dividends on its common
      stock, the Company depends upon sales of its shares of Broadcaster, Inc common
      stock, which are quoted on the OTCBB in order to meet its expenses, unless
      the
      Company could obtain funding from third parties, of which there can be no
      assurance The Company has sold 146,800 shares of Broadcaster, Inc. from June
      30,
      2007 through March 31, 2008. The proceeds of approximately $ 275,800
      have been used for general working capital purposes.





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




5




**ITEM
      3.**  **QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**





The
      Company’s equity investments are concentrated in Broadcaster, Inc. At March 31,
      2008, almost 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.




6




**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.





**Item
      6.** **** **Exhibits
      And Reports On Form 8-K**




(a)
Exhibits:
        None.




31
            Certification
                pursuant to Rule 13a-14(a) of the Exchange Act32
            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




7





**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 CORPORATIONDated
                May 20, 2008
            By:
            /s/
                Gary HermanName:
              Gary HermanTitle:
              PresidentBy:
            /s/ Vincent De LorenzoName:
              Vincent De LorenzoTitle:
                Chief Financial Officer




8