SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1995
Commission File No. 33-55254-47
TECHNICAL MAINTENANCE CORPORATION
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(Exact name of Registrant as specified in its charter)
NEVADA 87-0485304
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(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
1800 E. SAHARA, SUITE 107
LAS VEGAS, NEVADA 89104
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(Address of principal executive offices)
Registrant's telephone number, including area code (702)-734-7557 (*)
Registrant's facsimile number, including area code (702)-734-7500 (*)
(*) Change from previous filings
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: CLASS A COMMON
STOCK (Par Value
$.001 per share)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. (x) Yes ( ) No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (&229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ( )
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
Class Outstanding as of December 31, 1995
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$.001 PAR VALUE CLASS A COMMON STOCK 12,909,000 SHARES<PAGE>
ITEM 12 Security Ownership of Certain Beneficial Owners and Management
On November 30, 1995, the Registrant amended a previous agreement with Techno
Exress, SA, a corporation incorporated uder the laws of France for the
acquisition of certain patent interests. The Registrant had reserved
10,000,000 shares for issuance in contemplation of this transaction. The
10,000,000 shares were acquired by Techno Express, SA for investment and were
issued in December 1995. The Registrant claims an exemption from Section 5 of
the Securities Act of 1933 by virtue of Section 4(2) thereof.
During December 1995, the Registrant also issued for investment, 100,000 Class
A common shares to Albert Dutour, an independent third party, in consideration
of $150,000; 275,000 Class A common shares to Oraxium International Inc., an
independent third party in consideration for $193,612 of indebtedness of the
Registrant; 300,000 Class A common shares to Tonino Lattanzi, a director of
Registrant, in consideration for operating expenses paid by the director on
behalf of the Registrant in the amount of $300,000; 234,000 Class A common
shares to Touchtunes Jukebox Inc., for services rendered to Registrant having a
value of $203,337, and for expenses incurred of $31,440. Tony Mastronardi, a
director of Registrant, is a principal shareholder of Touchtunes Jukebox Inc.
The 909,000 Class A common shares were acquired for investment by the
respective subscribers. Registrant claims an exemption from Section 5 of the
Securities Act of 1933 by virtue of Section 4(2) thereof.
The following table sets forth, as of December 31, 1995, information regarding
the beneficial ownership of shares by each person known by the Registrant to
own five percent or more of the outstanding shares.
Amount of
Name and Address Benefical Percent
Title of Class of Benefical Owner Ownership of Class
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Class A common Techno Express SA (1) 10,000,000 77.47%
40, rue Perier
Montrange, France
92120
Class A common Touchtunes Jukebox Inc.(2) 407,691 3.16%
1, Place Commerce, suite 330
Nun's Island QC H3E 1A2
Class A common Tony Mastronardi 124,457 0.96%
4973, Felix Mclernan
Pierrefonds QC H8Y 3L2
Class A common Tonino Lattanzi 300,000 2.32%
7, rue Leon Blum
Z.I..Des Glaises, Palaiseau
France 91120<PAGE>
Notes:
(1) Tony Mastronardi, President and Director of the Registrant, Guy Nathan,
Secretary and Director of the Registrant and Tonino Lattanzi, Vice
President and Director of the Registrant, are each the beneficial holders
of 33 1/3% of the shares of Techno Express SA.
(2) Tony Mastronardi, President and Director of the Registrant is the sole
beneficial shareholder of Touchtunes Jukebox Inc.
(3) As a result of notes (1) and (2), the Directors of the Registrant have the
following beneficial shareholdings:
Tony Mastronardi 29.94%
Guy Nathan 25.82%
Tonino Lattanzi 28.15%<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TECHNICAL MAINTENANCE CORPORATION
Date: September 11, 1997 Per: /s/Tony Mastronardi
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Tony Mastronardi
President and Director<PAGE>
