8-K

                                 UNITED STATES
                      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): June 11, 1999


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                             GOODNOISE CORPORATION
            (Exact name of registrant as specified in its charter)

                                                                       
            FLORIDA                                0-24671                        65-0207877
(State or other jurisdiction of            (Commission File Number)            (I.R.S. Employer
 incorporation or organization)                                              Identification Number)

1991 BROADWAY, SUITE 200 REDWOOD CIY, CALIFORNIA                                    94063
   (Address of principal executive offices)                                      (Zip Code)



      Registrant's telephone number, including area code:  (650) 556-9733



Item 2.  Acquisition or Disposition of Assets

     On June 11, 1999, pursuant to an Agreement and Plan of Reorganization dated
as of May 16, 1999, as amended ("the Reorganization Agreement"), by and among
GoodNoise Corporation, a Florida corporation (dba "Emusic.com."), GN Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of Emusic.com
("Sub") acquisition of Internet Underground Music Archive, Inc., a California
corporation ("IUMA"), and the shareholders of IUMA (the "Shareholders"),
Emusic.com completed all necessary actions to execute the acquisition of IUMA.
Under the terms of the Reorganization Agreement, Emusic.com will issue 448,000
shares of Emusic.com Common Stock.

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 IUMA
     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 IUMA 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)  Exhibit

     Exhibit No.  Description
     -----------  -----------

         99.1     Press Release dated June 16, 1999 announcing the effectiveness
                  of the merger.



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.


                                    Emusic.com Inc.


June 28, 1999                       By: /s/ Joseph Howell
                                        -----------------------------------
                                        Joseph Howell
                                        Executive Vice President and
                                        Chief Financial Officer


                               INDEX TO EXHIBITS

     Exhibit No.  Description
     -----------  -----------

        99.1      Press Release dated June 16, 1999 announcing the effectiveness
                  of the merger.

EX-99.1

Steve Curry
EMusic.com
(650) 216-0278
scurry@emusic.com
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EMUSIC.COM NOW OFFERS MUSIC FROM DIGITALPRESSURE FOR SALE IN MP3
EMusic.com Also Completes Acquisition of Internet Underground Music Archive
(IUMA)

SAN DIEGO - June 16, 1999 - EMusic.com Inc. (formerly GoodNoise Corporation)
(Nasdaq: EMUS), the Internet's leading seller of downloadable music, today
         ----
announced the MP3 availability of selected music from the catalog of
digitalpressure, a division of peermusic. At the MP3 Summit conference and
exhibition being held here this week, EMusic.com also announced the completion
of its acquisition of Internet Underground Music Archive (IUMA). IUMA, founded
in 1993, was the Internet's first site to offer unsigned musicians the
opportunity to promote and sell their music using the Web.

"EMusic.com is thrilled to offer a catalog as varied as digitalpressure's -
including an early soundtrack by Donald Fagen & Walter Becker before they
founded Steely Dan," said Gene Hoffman, EMusic.com president and CEO. "With our
acquisition of IUMA, we see a great opportunity to offer Internet music fans a
logical continuum of music: When fans are looking for music from established
artists, they will find them through EMusic.com. When they want to search for
the undiscovered gem, they can browse the underground scene on IUMA - maybe
they'll find the next Steely Dan!"

Besides the pre-Steely Dan material, EMusic.com will be selling selected tracks
from a number of global digitalpressure artists, including Soldat Louis, Big
Time, Ima Galguen, Insanity Wave, Olsen Brothers, Sunrise, and Tin Pan Alley.

"We encourage legitimate downloading of our artists' tracks such as those
offered by EMusic.com," said Ralph Peer II, chairman and CEO of digitalpressure
- -- who is also a member of EMusic.com's board of directors. "Our artists' music
is available for purchase without the constraints of traditional distribution
methods. Consumers around the world who have Internet access will be able to
download new and cutting edge material directly from their computers. It's their
music -- their way."

Peermusic, the preeminent independent music publishing & production company in
the world, was founded more than 65 years ago and their vast and varied catalog
includes more than 250,000 titles in all genres of music. The company is
actively involved in development of talent throughout the world. More
information about peermusic can be found at www.peermusic.com.
                                            -----------------

EMusic.com Completes Acquisition of IUMA

The Internet Underground Music Archive will be operated as an independent Web
site, integrating with the EMusic.com site where appropriate. IUMA artists
gaining enough popularity to attract the attention of an Emusic.com partner
label will be "called up" to the Emusic.com site for commercial electronic
distribution. IUMA will pursue specialized marketing and branding efforts
designed to tighten its focus and squarely target unsigned musicians of all
genres -- drastically increasing content acquisition and distribution efforts.

"The EMusic acquisition gives IUMA the additional resources to do a full-court
press for content. We plan to expand our artist community by an order of
magnitude over the coming year," said Andy Atherton, VP of business development
for IUMA. "At the same time, we'll be striking distribution agreements designed
to drastically increase IUMA's visibility and traffic. We're going to make the
Internet promotion and distribution value proposition real for unsigned
artists."

IUMA receives millions of pageviews per month and features over 3,500 artists on
individual web sites offering unique URLs (bandname.iuma.com). IUMA offers
                                           -----------------
unsigned music fans audio sampling of artists' recordings in Real Audio and MP3
formats as well as purchase of downloadable tracks and physical product through
a secure


e-commerce system. Each IUMA artist site features graphics, photos, lyrics, tour
dates, artist bios and any other information desired by the artist.

About EMusic.com

Since it was founded in January 1998, EMusic.com has established itself as a
clear leader in the rapidly expanding market for downloadable music. Through
relationships with artists and license agreements with leading independent
record labels, EMusic.com has emerged as the premier Web site for sampling and
purchasing music in the MP3 format, which has become the de facto standard in
the digital distribution of music with millions of users around the world.
EMusic.com features a constantly expanding catalog of music and offers music
fans complete albums for $8.99 or the ability to purchase individual tracks for
$.99. EMusic.com is based in Redwood City, California.

EMUSIC.COM and GoodNoise are trademarks of EMusic.com Inc.

NOTE: Any forward-looking statements contained in this release involve a number
of uncertainties, risks and other factors which may cause the actual results,
performance or achievements expressed or implied by such forward- looking
statements to materially differ. Factors that could cause actual events or
results to differ materially include, among others, those set forth in the
Company's S.E.C. report on Form 10-SB, which may be accessed via the Internet
from a link on the following page:
http://www.emusic.com/about/investor/index.html.
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