
<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
                                        
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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
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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
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                                 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
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                                 INDEX TO EXHIBITS


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


99.1              Press Release dated February 9, 1999 announcing the
                  effectiveness of the Merger.

                                       5
