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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 885,100

Digital Music Creations, Inc.
(A DEVELOPMENT STAGE COMPANY)
Table of Contents

Digital Music Creations, Inc.
(A Development Stage Company)

BALANCE SHEET
AS AT
March 31, 1999

Unaudited Financial Statements
See accompanying notes to financial statements

STATEMENT OF OPERATIONS
for the Three Months Ended March 31, 1999 and the
Period From September 29,1998 (Date of Inception) to March 31, 1999

Unaudited Financial Statements
See accompanying notes to financial statements

STATEMENT OF CASH FLOWS
for the Three Months Ended March 31, 1999 and the
Period From September 29,1998 (Date of Inception) to March 31, 1999

Unaudited Financial Statements
See accompanying notes to financial statements

Digital Music Creations, Inc.
(A Development Stage Company)

March 31, 1999

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized September 29, 1998 under the laws of the State of Nevada, as Digital Music Creations, Inc. The Company has yet to generate any revenues and in accordance with SFAS #7, the Company is considered a development stage company.

On October 2, 1998, the Company issued 700,000 Shares of its $0.001 par value common stock for cash of $5,500.00.

On December 7, 1998, the Company issued 185,100 Shares of its $0.001 par value common stock for $9,255.00 pursuant to Regulation D, Rule 504.

There have been no other issuances of common or preferred stock.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Accounting policies and procedures have not been determined except as follows:

1. The Company uses the accrual method of accounting.
2. The cost of organization, $360.00, is being amortized over a period of 60 months (October 1998 through September 2003).
3. Earnings per share are computed using the weighted average number of shares of common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid since inception.

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has yet to generate any revenues. Without the realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's plan to seek additional capital through a private offering of its securities once it gets listed on the NQB's "Pink Sheets" or the OTC-BB.

NOTE 4 - RELATED PARTY TRANSACTION

The Company neither owns or leases any real or personal property. A director provides office services without charge. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 5 - WARRANTS AND OPTIONS

The Company issued the Company's founder and CEO, Frank B. Treadway III, an option to purchase 1,000,000 Shares of common stock of the Company at an option price of $0.001 per share. This option terminates on May 1, 2000, and the option has not been exercised.

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Digital Music Creations, Inc. ("DMC" or the "Company") is a developmental stage company with a principal business objective to design, develop, and market interactive files software for the control and use of sound on personal computers. The Company's products will be designed to add music, voice, and other audio content to a variety of PC environments. The Company plans to provide an environment for creating, editing, and controlling all three audio formats specified for multimedia computers: MIDI, Wave audio, and CD audio, and the Company plans to sell actual MIDI or Wave audio files that can be downloaded by purchasers via the Internet or sent to purchasers on a CD in the mail.

The Company has yet to generate any revenues. Without the realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's plan to seek additional capital through a private offering of its securities once it gets listed on the NQB's "Pink Sheets" or the OTC-BB.

The Company neither owns nor leases any real or personal property. A director provides office services without charge.

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

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PART II - OTHER INFORMATION

Item 6. Exhibits

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SIGNATURES

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

Date: February 23, 2000

By:/s/ Frank B. Treadway III