content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                             ------------------------ 
  
                                     FORM 8-K
  
                                  CURRENT REPORT
                          PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
  
        Date of Report (Date of earliest event reported):  January 31, 1999
  
                             ------------------------ 
  
                               GOODNOISE CORPORATION
              (Exact name of registrant as specified in its charter)
  
       Florida                       0-24671                        65-0207877
   (State or other                 (Commission                   (I.R.S. Employer
   jurisdiction of                 File Number)                   Identification
   incorporation or                                                   Number)
   organization)                                             
   
  719 Colorado Ave., Palo Alto, California                   94303
  (Address of principal executive offices)                 (Zip Code)
  
        Registrant's telephone number, including area code:  (650) 322-8910
                                          
  <PAGE>
   
  Item 2.  Acquisition or Disposition of Assets
  
       On January 31, 1999, pursuant to an Agreement and Plan of Reorganization
  dated as of October 8, 1998, as amended (the "Reorganization Agreement"), by and
  among GoodNoise Corporation, a Florida corporation ("GoodNoise"), GN Acquisition
  Corporation, a Delaware corporation and wholly-owned subsidiary of GoodNoise
  ("Sub"), and Creative Fulfillment, Inc., a California corporation ("Emusic"),
  and the shareholders of Emusic (the "Shareholders"), GoodNoise completed the
  acquisition of Emusic, and Emusic became a wholly-owned subsidiary of GoodNoise
  (the "Merger").  Under the terms of the Reorganization Agreement, GoodNoise will
  issue 630,190 shares of GoodNoise Common Stock and pay approximately $300,000 in
  cash.
  
                                         2
  <PAGE>
   
  Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.
  
       (a)  Pursuant to Item 7(a)(4) of Form 8-K, the financial statements of
            Emusic required pursuant to Rule 3-05 of Regulation S-X will be filed
            as soon as practicable, but no later than 60 days from the date this
            form was filed.
  
       (b)  Pursuant to Item 7(a)(4) of Form 8-K, the pro forma financial
            information of Emusic required pursuant to Article 11 of Regulation S-
            X will be filed as soon as practicable, but no later than 60 days from
            the date this form was filed.
  
       (c)  Exhibits
            --------
  
            Exhibit No.      Description
            -----------      -----------
  
            2.1              Agreement and Plan of Reorganization by and among
                             GoodNoise Corporation, Creative Fulfillment, Inc., GN
                             Acquisition Corp and certain other parties dated as
                             of October 8, 1998 (previously filed as Exhibit 2.2
                             to the Registrant's Form 10SB/A filed with the
                             Commission on December 24, 1998
  
            99.1             Press Release dated February 9, 1999 announcing the
                             effectiveness of the Merger.
  
                                         3
  <PAGE>
   
                                   SIGNATURES
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                          GoodNoise Corporation
  
  
  February 9, 1999                        By:  /s/ Joseph Howell
                                             ---------------------------------
                                               Joseph Howell
                                               Executive Vice President and
                                               Chief Financial Officer
  
                                         4
  <PAGE>
   
                                   INDEX TO EXHIBITS
  
  
  Exhibit No.       Description
  -----------       -----------
  
  
  99.1              Press Release dated February 9, 1999 announcing the
                    effectiveness of the Merger.
  
                                         5
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text: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                             ------------------------ 
  
                                     FORM 8-K
  
                                  CURRENT REPORT
                          PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
  
        Date of Report (Date of earliest event reported):  January 31, 1999
  
                             ------------------------ 
  
                               GOODNOISE CORPORATION
              (Exact name of registrant as specified in its charter)
  
       Florida                       0-24671                        65-0207877
   (State or other                 (Commission                   (I.R.S. Employer
   jurisdiction of                 File Number)                   Identification
   incorporation or                                                   Number)
   organization)                                             
   
  719 Colorado Ave., Palo Alto, California                   94303
  (Address of principal executive offices)                 (Zip Code)
  
        Registrant's telephone number, including area code:  (650) 322-8910
  Item 2.  Acquisition or Disposition of Assets
  
       On January 31, 1999, pursuant to an Agreement and Plan of Reorganization
  dated as of October 8, 1998, as amended (the "Reorganization Agreement"), by and
  among GoodNoise Corporation, a Florida corporation ("GoodNoise"), GN Acquisition
  Corporation, a Delaware corporation and wholly-owned subsidiary of GoodNoise
  ("Sub"), and Creative Fulfillment, Inc., a California corporation ("Emusic"),
  and the shareholders of Emusic (the "Shareholders"), GoodNoise completed the
  acquisition of Emusic, and Emusic became a wholly-owned subsidiary of GoodNoise
  (the "Merger").  Under the terms of the Reorganization Agreement, GoodNoise will
  issue 630,190 shares of GoodNoise Common Stock and pay approximately $300,000 in
  cash.
  
                                         2
  Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.
  
       (a)  Pursuant to Item 7(a)(4) of Form 8-K, the financial statements of
            Emusic required pursuant to Rule 3-05 of Regulation S-X will be filed
            as soon as practicable, but no later than 60 days from the date this
            form was filed.
  
       (b)  Pursuant to Item 7(a)(4) of Form 8-K, the pro forma financial
            information of Emusic required pursuant to Article 11 of Regulation S-
            X will be filed as soon as practicable, but no later than 60 days from
            the date this form was filed.
  
       (c)  Exhibits
            --------
  
            Exhibit No.      Description
            -----------      -----------
  
            2.1              Agreement and Plan of Reorganization by and among
                             GoodNoise Corporation, Creative Fulfillment, Inc., GN
                             Acquisition Corp and certain other parties dated as
                             of October 8, 1998 (previously filed as Exhibit 2.2
                             to the Registrant's Form 10SB/A filed with the
                             Commission on December 24, 1998
  
            99.1             Press Release dated February 9, 1999 announcing the
                             effectiveness of the Merger.
  
                                         3
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                          GoodNoise Corporation
  
  February 9, 1999                        By:  /s/ Joseph Howell
                                             ---------------------------------
                                               Joseph Howell
                                               Executive Vice President and
                                               Chief Financial Officer
  
                                         4
  INDEX TO EXHIBITS
  
  Exhibit No.       Description
  -----------       -----------
  
  99.1              Press Release dated February 9, 1999 announcing the
                    effectiveness of the Merger.
  
                                         5