MP3 Com 10-Q/A 2000 Q3 Quarterly report (amended)

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Amendment No. 1)

AMENDMENT TO

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000

Commission File Number 000-26697

MP3.com, Inc.

(Exact name of registrant as specified in its charter)

Delaware	33-0840026
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4790 Eastgate Mall, San Diego, CA	92121
(Address of principal executive offices)	(Zip Code)

(858) 623-7000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last reported)

EXPLANATORY NOTE

      This Amendment No. 1 is being filed solely to re-file certain exhibits to the Form 10-Q in order to disclose certain portions of such exhibits as to which the Registrant had previously requested confidential treatment but as to which the Registrant no longer requests such confidential treatment. Portions of the exhibits that remain confidential and that have been omitted from this filing have been filed separately with the SEC.

MP3.com, Inc.

FORM 10-Q/A

(Amendment No. 1)

FOR THE QUARTER ENDED SEPTEMBER 30, 2000

INDEX

	Page
PART II — OTHER INFORMATION
Item 6. Exhibits		1
Signatures		2

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Item 6.Exhibits and Reports on Form 8-K

      (a) Exhibits:

Exhibit  10.17†	—	Amended and Restated Advertising, Promotion and Marketing Agreement dated September 29, 2000 between the Company and Montaigne Participations Et Gestion (formerly Groupe Arnault)
Exhibit  10.28†	—	Settlement Agreement dated July 26, 2000 between the Company and Capitol Records, Inc. (“EMI”)
Exhibit  10.29†	—	License Agreement dated July 26, 2000 between the Company and Virgin Holdings, Inc. (“EMI”)
Exhibit  10.30†	—	Settlement Agreement dated August 17, 2000 between the Company and Sony Music Entertainment Inc.
Exhibit  27.1*	—	Financial Data Schedule.

  †  Confidential treatment has been requested with respect to certain portions of the exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

  *  Previously filed.

      (b) Reports on Form 8-K:

      None

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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 thereunto duly authorized.

MP3.COM, INC.

(Registrant)

By:  /s/ PAUL L.H. OUYANG

Paul L.H. Ouyang

Executive Vice President and Chief Financial Officer

(Authorized Officer)

(Principal Financial and Accounting Officer)

Date: February 16, 2001

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