SECURITIES AND EXCHANGE COMMISSION



Washington, DC 20549



FORM 10-Q



(Mark One)



|xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|-----------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2011



| ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|------------------------------------------------------------------------------------------



For the transition period from ________   to ________



Commission file number: 0-22315



|DIGITAL CREATIVE DEVELOPMENT CORPORATION              
|------------------------------------------------------
|(Exact Name of Registrant as Specified in Its Charter)



|Utah                                                           |  | 34-1413104                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|720 Fifth Avenue 10th Floor, New York, New York 10019
|-----------------------------------------------------
|(Address of Principal Executive Offices)             



|(212) 247-0581                                                                    
|----------------------------------------------------------------------------------
|(Issuer's telephone number, including area code)                                  
|                                                                                  
|                                                                                  
|(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)



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. YesxNoo



Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.



|Large accelerated filero                                            |  | Accelerated filero        
|------------------------------------------------------------------- |  | --------------------------
|                                                                    |  |                           
|Non-accelerated filero(Do not check if a smaller reporting company) |  | Smaller reporting companyx



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



As of November 9, 2011, there were 53,864,165 shares
of the issuer’s common stock, par value $0.01 per share, outstanding.











DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY

FOR THE THREE MONTHS ENDED

September 30, 2011



INDEX



|Part I - FINANCIAL INFORMATION
|------------------------------
|                              
|Item 1.                       
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|Item 2.                       
|                              
|Item 3.                       
|                              
|Item 4.                       
|                              
|Part II                       
|                              
|Item 1.                       
|                              
|Item 1 A.                     
|                              
|Item 2.                       
|                              
|Item 3.                       
|                              
|Item 4.                       
|                              
|Item 5.                       
|                              
|Item 6.                       
|                              
|                              
|                              
|                              







2















PART 1---FINANCIAL INFORMATION



ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS







|DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY               
|----------------------------------------------------------------------
|CONDENSED CONSOLIDATED BALANCE SHEETS                                 
|                                                                      
|ASSETS                                                                
|                                                                      
|                                                                      
|                                                                      
|CURRENT ASSETS                                                        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|TOTAL ASSETS                                                          
|                                                                      
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                        
|                                                                      
|CURRENT LIABILITIES                                                   
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|STOCKHOLDERS' EQUITY (DEFICIT)                                        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|TOTAL LIABILITIES AND  STOCKHOLDERS' EQUITY (DEFICIT)                 
|                                                                      
|                                                                      
|See accompanying Notes to  Condensed Consolidated Financial Statements









F-1

|DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY                     
|----------------------------------------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS
|FOR THE THREE MONTHS ENDED SEPTEMBER 30,                                    
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|REVENUE                                                                     
|                                                                            
|                                                                            
|OPERATING EXPENSES                                                          
|                                                                            
|                                                                            
|(LOSS) FROM OPERATIONS                                                      
|                                                                            
|                                                                            
|OTHER INCOME (EXPENSE)                                                      
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|NET LOSS                                                                    
|                                                                            
|UNDECLARED PREFERRED STOCK DIVIDENDS                                        
|                                                                            
|NET LOSS APPLICABLE TO COMMON SHAREHOLDERS                                  
|                                                                            
|WEIGHTED AVERAGE NUMBER OF OUTSTANDING SHARES FOR                           
|                                                                            
|                                                                            
|EARNINGS PER COMMON SHARE                                                   
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|OTHER COMPREHENSIVE INCOME (LOSS)                                           
|                                                                            
|                                                                            
|TOTAL OTHER COMPREHENSIVE INCOME (LOSS)                                     
|                                                                            
|                                                                            
|See accompanying Notes to  Condensed Consolidated Financial Statements      











F-2



|DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY               
|----------------------------------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY             
|FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011                         
|(in thousands)                                                        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Balance at June 30, 2011  (audited)                                   
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Balance at September 30, 2011 (unaudited)                             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|See accompanying Notes to  Condensed Consolidated Financial Statements



F-3







































































|DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY                    
|---------------------------------------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                            
|FOR THE THREE MONTHS ENDED SEPTEMBER  30                                   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|CASH FLOWS FROM OPERATING ACTIVITES:                                       
|Net loss                                                                   
|Adjustments to reconcile net loss to net cash used in operating activities:
|Net realized  losses  on marketable securities                             
|                                                                           
|Changes in assets and liabilities:                                         
|Increase in accounts payable, accrued expenses and other liabilities       
|                                                                           
|NET CASH USED IN OPERATING ACTIVITIES                                      
|                                                                           
|CASH FLOWS FROM INVESTING ACTIVITES:                                       
|Proceeds from sale of investments, net of purchases                        
|                                                                           
|NET CASH PROVIDED BY INVESTING ACTIVITIES                                  
|                                                                           
|CASH FLOWS FROM FINANCING ACTIVITES:                                       
|Proceeds from issuance of notes payable--related parties                   
|                                                                           
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                  
|                                                                           
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                    
|                                                                           
|CASH AND EQUIVALENTS, beginning of period                                  
|                                                                           
|CASH AND EQUIVALENTS, end of period                                        
|                                                                           
|CASH PAYMENTS FOR:                                                         
|Interest expense                                                           
|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

September 30, 2011

(unaudited)

(dollars in thousands)



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  September 30, 2011 and for the three months ended September 30, 2011 and 2010 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 condensed consolidated balance sheet as of June 30, 2011 and other information as of June
30, 2011 have been derived from the Company's audited annual financial statements. These condensed consolidated financial statements
do not include all disclosures provided in the Company's annual financial statements. The condensed consolidated financial statements
should be read in conjunction with the condensed consolidated financial statements and notes thereto for the year ended June 30,
2011 contained in the Company's Form 10-K 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 presented have
been made. The results of operations for the three months ended September 30, 2011 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 $2,271.4 and are in default of our notes payable. 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, and
/ or obtaining forbearance of our debt holders. We intend to use our cash as well as other funds, to the extent that they are 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 Company has no active business. However, the Company
has been 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. Broadcaster, Inc, also operates an Internet entertainment network.





F-5



















DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

September 30, 2011

(unaudited)

(dollars in thousands)





NOTE 4- MARKETABLE SECURITIES



The Company had investments and advances in certain marketable and non-marketable
debt and equity securities at September 30, 2011 (unaudited) and June 30, 2011 (audited) as follows:



| |  |  | 
| |  |  | 
| |  |  | 
| |  |  | 

Generally Accepted Accounting Principles in the United
States (GAAP) includes a framework for measuring fair value and disclosing fair value measurements.  Under GAAP, fair
value is the price that would be received for an investment in a current sale, which assumes an orderly transaction between market
participants on the measurement date. GAAP requires the Company to assume that the portfolio investment is sold in a principal
market between market participants, or in the absence of a principal market, the most advantageous market, which may be a hypothetical
market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent,
knowledgeable, and willing and able to transact. In accordance with GAAP, the Company has considered its principal market as the
market in which the Company exits its portfolio investments with the greatest volume and level of activity.  GAAP specifies
a hierarchy of valuation techniques based on the extent to which the inputs to those valuation techniques are observable or unobservable.  These
inputs are summarized in the three broad levels listed below:



Level 1 – Valuations based on quoted prices in active markets for
identical assets or liabilities that the Company has the ability to access.



|Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------



Level 3 – Valuations based on inputs that are unobservable and significant
to the overall fair value measurement.





F-6











DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

September 30, 2011

(unaudited)

(dollars in thousands)





In addition to using the above inputs in investment
valuations, we continue to employ the valuation policy approved by our board of directors that is consistent with GAAP.  Consistent
with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading or any
markets in which securities with similar attributes are trading, in determining fair value. Our valuation policy considers the
fact that because there is not a readily available market value for the investments in our portfolio, the fair value of the investments
must typically be determined using unobservable inputs.



The fair value of our investments may fluctuate from
period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been
used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize.
  Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid
than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may
realize significantly less than the value at which we have previously recorded it.



In addition, changes in the market environment and
other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments
to be different than the valuations currently assigned.



The following table presents fair value measurements of investments as of
September 30, 2011:



|            |       |   | Fair Value Measurements Using | 
|----------- | ----- | - | ----------------------------- | 
|            | Total |   | Level 1                       | 
|            |       |   |                               | 
|Investments |       | $ | 153.8                         | 
|            |       |   |                               | 



The following table presents changes in investments that use Level 2 inputs
for the three months ended September 30, 2011:



|                                       |  | Three months ended |      
|-------------------------------------- |  | ------------------ | -----
|                                       |  | September 30, 2011 |      
|                                       |  |                    |      
|Balance as of June 30, 2011            |  | $                  | 120.2
|Net unrealized gains                   |  |                    | 33.6 
|Net purchases, sales or redemptions    |  |                    | -    
|Net transfers in and/or out of Level 2 |  |                    | -    
|Balance as of  September 30, 2011      |  | $                  | 153.8



As of September 30, 2011, the net unrealized loss on the investments
that use Level 2 inputs was $2,569.7.





F-7









DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

September 30, 2011

(unaudited)

(dollars in thousands)



NOTE 5- ACCRUED EXPENSES AND OTHER LIABILITIES



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 September 30, 2011 (unaudited) and June 30, 2011 (audited) the Company’s
long term debt consisted of the following:



|                                                               |  | September 30,
        2011 |       |  | June 30,
        2011 |  
|-------------------------------------------------------------- |  | -------------------------- | ----- |  | --------------------- | -
|                                                               |  | (Unaudited)                |       |  | (Audited)             |  
|Promissory Note with Interest at 15% (1)                       |  | $                          | 325.0 |  |                       | $
|Promissory Notes with Interest at 10% (2)                      |  |                            | 345.0 |  |                       |  
|Notes payable to certain former executives and related parties |  |                            |       |  |                       |  
|with interest at 10%, due on various dates                     |  |                            | 138.1 |  |                       |  
|                                                               |  |                            | 808.1 |  |                       |  
|Less: Current portion                                          |  |                            | 808.1 |  |                       |  
|Long-term portion                                              |  | $                          | -0-   |  |                       | $



|(1) | On May 30, 2007, the Company and the lender (“Multi-Mag”) executed Amendment #5 to this Promissory Note to extend the maturity date of the Note to December 31, 2007.  The Company and Multi-Mag are currently in negotiations to further extend the due date of the note. The Company’s management is confident that future extensions can be obtained. Although extensions were obtained in the past, there can be no assurance that the Company will be able to obtain these extensions, if needed.  Interest expense in the amounts of $12.2 was charged to operations in the three months ended September 30, 2011.  The note is secured by 200,000 shares of Broadcaster, Inc. common stock.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Of the $345.0 Secured Promissory Notes, all but three of these noteholders whose notes total $195.0 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 remaining three noteholders have not agreed to extend. Currently all of these notes are now in default.  Interest expense in the amount of $36.4 was charged to operations in the three months ended September 30, 2011. These notes are secured by 373,845 shares of Broadcaster, Inc. common stock.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Due to the recent decline in the price of shares of Broadcaster, these Notes
are now under-collateralized.



The Company may, from time to time, 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-8











DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

September 30,2011

(unaudited)

(dollars in thousands)







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.



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 based upon the board obtaining valuations and approvals. 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 $798.5 using the Black-Scholes model.



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 and approved by the Board on February 2, 2011. The value of the related awards will approximate $798.5.
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.



Although the Board approved the plan on February 2,
1011, the Board may revise the plan in light of  the current financial situation of the Company.





F-9



































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



Statements contained in this Quarterly Report on Form
10-Q, 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, 2011 Annual Report on Form 10-K.



PLAN OF OPERATION



Digital Creative Development Corporation (the “Company”) was
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 always
be available 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;                                                     
|·Potential dilutive issuances of equity, large and immediate write-offs, the incurrence of debt, and amortization of goodwill or other intangible assets; and
|·Unforeseen obligations or liabilities.                                                                                                                      
|                                                                                                                                                             
|                                                                                                                                                             
|                                                                                                                                                             
|                                                                                                                                                             
|                                                                                                                                                             
|                                                                                                                                                             



We cannot make assurances that the Company will make
any acquisitions or business combinations or that the Company 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, the target business, and/or 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 not have any business activities, aside from carrying on its search for a transaction partner.
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.





3



RESULTS OF OPERATIONS





Three Month Period Ended September 30, 2011  Compared To The
Three Month Period Ended September 30, 2010.



Net loss of $77,100 in the three month period ended September 30, 2011 approximated
the net loss in the comparable 2010 period.



LIQUIDITY AND CAPITAL RESOURCES



The Company's current liabilities exceeded its
current assets by approximately $2,271,400 at September 30, 2011, compared to current liabilities exceeding its current assets
by $2,227,900 at June 30, 2011. The change in this financial condition was principally the result of continued operating losses,
principally the result of interest expenses and other administrative costs.



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 obtains funding from third parties, of which there can be no assurance.



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.



The condensed consolidated unaudited financial statements
were prepared on the assumption that the Company will continue as a going concern. Considering the working capital and equity deficit
of $2,271,400, and the fact that we are in default of our notes payable, the Company’s ability to obtain resources sufficient
to continue to meet obligations as they come due is dependent on raising cash through the sale of Broadcaster, Inc. shares and/or
raising additional equity; and obtaining forbearance of our debt holders. However the Company can provide no assurance that these
additional funds will be available in the amounts or at the times required. Management currently believes that it can obtain the
additional funds necessary to continue its operations.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Not required for smaller reporting companies.



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 the end of the period covered by this
report (the "Evaluation Date") 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



During this fiscal quarter, there were no significant
changes in the Company's internal controls over financial reporting or, to the knowledge of the management of the Company, in other
factors that could significantly affect those controls subsequent to the Evaluation Date.





4































































































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 1A. Risk Factors



No required for smaller reporting companies



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:
|--- | ---------



31.01 Chief Executive Officer---Certification pursuant to Rule 13a-14 (a)
of the Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31.02 Chief Financial Officer--- Certification pursuant to Rule 13a-14 (a)
of the Exchange Act of  193,4 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



32.01 Chief Executive Officer---Certification pursuant to Rule 13a-14(b)
of the Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



32.02 Chief Financial Officer-- Certification pursuant to Rule 13a-14(b)
of the Exchange Act of 1934 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





5











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 DEVELOPMENT CORPORATION
|------------------------ | ----------------------------------------
|                         |                                         
|Dated: November 21, 2011 | By:                                     
|                         |                                         
|                         |                                         
|                         |                                         
|                         | By:                                     
|                         |                                         
|                         |                                         





6