UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
Commission File No.: 33-55254-47
TECHNICAL MAINTENANCE CORPORATION
--------------------------------------------------------
(Exact name of Registrant as specified in its charter)
NEVADA 87-0485304
- --------------------------------- -------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
1800 E. SAHARA, SUITE 107
LAS VEGAS, NEVADA 89104
- ----------------------------------------
(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
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 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 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 13, 1996
- ------------------------------------ -----------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK 12,909,000 SHARES
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements
The accompanying unaudited financial statements, included as Exhibit I, have
been prepared in accordance with the instructions to Form 10-Q and therefore,
do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position
have been included and all such adjustments are of a normal recurring nature.
Operating results for the quarter ended September 30, 1996, are not necessarily
indicative of the results that can be expected for the year ending December 31,
1996.
Item 2.Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Registrant's ongoing development of the Jukebox technology and its other
intellectual property acquisitions provides it with several future
opportunities for financial success. At this time, the Registrant has no
operational history and must bear the financial risks inherent in any business
in its start-up phase. The Registrant currently has no liquidity and no
presently available capital resources, such as lines of credit, guarantees,
etc. At this time the Registrant is considering obtaining financing from
venture capitalists.
PART II - OTHER INFORMATION
Item 6.Exhibits
Annexed as Exhibit I are the Interim Financial Statements of the Registrant for
the quarter ended September 30, 1996.
Exhibit (27) Financial Data Schedule
<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, hereunto duly authorized.
TECHNICAL MAINTENANCE CORPORATION
Date: December 16, 1996 Per:
/s/Tony Mastronardi
-------------------------------------------
Tony Mastronardi,
Chief Executive and Chief Financial Officer<PAGE>
EXHIBIT I
TECHNICAL MAINTENANCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
FOR THE QUARTER ENDED
SEPTEMBER 30, 1996<PAGE>
TECHNICAL MAINTENANCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
FOR THE QUARTER ENDED
SEPTEMBER 30, 1996
Contents
Notice to Reader 1
Interim Balance Sheet 2
Interim Statement of Stockholders' Equity 3
Interim Statement of Loss 4
Notes to Interim Financial Statements 5<PAGE>
NOTICE TO READER
We have compiled the interim balance sheet of Technical Maintenance Corporation
(A Development Stage Company) as at September 30, 1996 and the interim
statements of stockholders' equity and loss for the quarter then ended from
information provided by management. We have not audited, reviewed or otherwise
attempted to verify the accuracy or completeness of such information. Readers
are cautioned that these statements may not be appropriate for their purposes.
PTACK SCHNARCH BASEVITZ
Chartered Accountants
Montreal, Canada, December 13, 1996<PAGE>
TECHNICAL MAINTENANCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INTERIM BALANCE SHEET
AS AT SEPTEMBER 30, 1996
(Unaudited - See Notice to Reader)
$
- ----------------------------------------------------------------
ASSETS
Computer equipment, net (note 2) 18,628
Software development costs, net (note 2) 240,000
Patents, net (notes 2, 3) 506,804
- ----------------------------------------------------------------
Total assets 765,432
- ----------------------------------------------------------------
LIABILITIES
Current
Accounts payable 756,188
- ----------------------------------------------------------------
Total liabilities 756,188
- ----------------------------------------------------------------
STOCKHOLDERS' EQUITY
Stockholders' equity
Class A common stock, $.001 par value
Authorized: 25,000,000 shares
Issued: 12,909,000 shares (note 3) 12,909
Additional paid-in capital 1,430,020
Accumulated deficit (1,433,685)
- ----------------------------------------------------------------
Total stockholders' equity 9,244
- ----------------------------------------------------------------
Total liabilities and stockholders' equity 765,432
- ----------------------------------------------------------------
See notes to interim financial statements<PAGE>
TECHNICAL MAINTENANCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
(Unaudited - See Notice to Reader)
Class A Additional Accumulated Total
Shares Common Paid-in Deficit
Issued Stock Capital
$ $ $ $
- -------------------------------------------------------------------------------
Balances,
July 1, 1996 12,909,000 12,909 1,430,020 (1,105,450) 337,479
Net loss - - - (328,235) (328,235)
- -------------------------------------------------------------------------------
Balances,
September 30, 1996 12,909,000 12,909 1,430,020 (1,433,685) 9,244
- -------------------------------------------------------------------------------
See notes to interim financial statements<PAGE>
TECHNICAL MAINTENANCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENT OF LOSS
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
(Unaudited - See Notice to Reader)
$
- -----------------------------------------------------------------
Expenses
Research and development costs 225,553
Professional fees 69,845
Office 812
Amortization - computer equipment 1,425
Amortization - software development costs 18,000
Amortization - patents 12,600
- -----------------------------------------------------------------
Net loss 328,235
- -----------------------------------------------------------------
See notes to interim financial statements<PAGE>
TECHNICAL MAINTENANCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
(Unaudited - See Notice to Reader)
Note 1 -Organization and Background
Technical Maintenance Corporation (the Company) is a development stage
company formed in 1990 which has not generated any revenue. The
development of commercial products will require additional funds. There
is no assurance that commercially successful products will be developed
or that the Company will achieve profitable operations.
Note 2 - Summary of Significant Accounting Policies
a) Computer Equipment
The computer equipment is recorded at cost and is amortized on the
straight-line basis over its estimated useful life of 5 years.
b) Software Development Costs
Costs related to the conceptual formation and design of internally
developed software are expensed as research and development as
incurred. It is the Company's policy that certain internal software
development costs incurred after technical feasibility has been
demonstrated and which meet recoverability tests are capitalized and
amortized over the economic life of the product. The establishment
of technological feasibility and the ongoing assessment of
recoverability of those costs requires judgement by management with
respect to certain external factors, including, but not limited to,
anticipated future gross revenue, estimated economic life and changes
in technology.
Software development costs capitalized to date are being amortized on
the straight-line basis over their estimated useful life of five
years.
c) Patents
Patents consist primarily of processes and systems related to the
operation of a digital jukebox and the interactive program
distribution for telebroadcasting.
The patents and the related intellectual property are amortized on a
straight-line basis over their estimated economic lives of 5 to 10
years.
d) Currency of Measurement
The currency of measurement used in the preparation of these
financial statements is the U.S. dollar.<PAGE>
TECHNICAL MAINTENANCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
(Unaudited - See Notice to Reader)
Note 3 -Stockholders' Equity
The following shares have been reserved for issuance:
a) 100,000 restricted Class A common shares in order to repay additional
patent costs incurred in a previous quarter.
b) 900,888 Class A common shares for the settlement of accounts payable
totalling $477,470.
c) 75,000 Class A common shares for a total consideration of $40,000 for
professional services received.
Note 4 - Statement of Cash Flows
A statement of cash flows has not been presented as it would not provide
any additional meaningful information not already disclosed in the
interim financial statements.<PAGE>
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