
<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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                                  FORM 8-K/A

                                CURRENT REPORT
                        PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): March 23, 1999


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

 
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  FLORIDA                            0-24671                    65-0207877
(State or other jurisdiction   (Commission File Number)     (I.R.S. Employer
  of incorporation or                                    Identification Number)
  organization)
 
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1991 BROADWAY, SUITE 200, REDWOOD CITY,                       94063
              CALIFORNIA
 (Address of principal executive offices)                 (Zip Code)
 
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      Registrant's telephone number, including area code:  (650) 556-9733
                                        
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                719 COLORADO AVE., PALO ALTO, CALIFORNIA, 94303
         (Former name or former address, if changed since last report)
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Item 5.  Other Events.

The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K dated
March 23, 1999, related to the private placement of approximately 118,000 shares
of Series B Convertible Preferred Stock (the "Series B Shares") for aggregate
net proceeds of approximately $31.6 million.

Item 7.  Exhibits.

(a)  Financial statements of business acquired.
     Not applicable.

(b)  Pro forma financial information.
     See exhibit 99.3 for the Unaudited Pro Forma Combined Condensed Financial
     Information.

(c)  Exhibits.
     Exhibit No.  Description
     -----------  -----------
       3.1*       Restated Articles of Incorporation (Incorporated by reference
                  to the Registrant's Current Report on Form 8-K filed on April
                  6, 1999.

       10.1*      Investor Rights Agreement dated March 23, 1999 (Incorporated
                  by reference to the Registrant's Current Report on Form 8-K
                  filed on April 6, 1999.)

       99.1*      Unaudited Pro Forma Combined Condensed Financial Information
                  reflecting the acquisition by the Registrant of Creative
                  Fulfillment, Inc. (Incorporated by reference to the
                  Registrant's Current Report on Form 8-K/A filed in April 13,
                  1999.)

       99.2*      Audited Financial Statements of Creative Fulfillment, Inc.
                  (d.b.a. "Emusic") for the fiscal years ended October 31, 1997
                  and 1998, and unaudited Financial Statements for the three
                  months ended January 31, 1998 and 1999. (Incorporated by
                  reference to the Registrant's Current Report on Form 8-K/A
                  filed in April 13, 1999.)

       99.3       Unaudited Pro Forma Combined Condensed Financial Information
                  reflecting the acquisition by the Registrant of Creative
                  Fulfillment, Inc. and reflecting the private placement of
                  Series B Convertible Preferred Stock.

     _______________
     * -Incorporated by reference as indicated.



                                   SIGNATURE

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

                                             GOODNOISE CORPORATION



Date:  April 19, 1999                        By: /s/ Joseph Howell
                                                --------------------------------
                                                Joseph Howell, Chief Financial 
                                                  Officer

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