UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
Commission File No.: 333-7006
TECHNICAL MAINTENANCE CORPORATION
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Nevada 87-0485304
------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1800 E. Sahara, Suite 107
Las Vegas, Nevada 89104
------------------------------------------------------------
(Address of principal executive offices, including zip code)
Issuer's telephone number, including area code (702)-734-7557
Issuer's facsimile number, including area code (702)-734-7500
Class A Common Stock (Par Value $.001 per share)
-------------------------------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
The total number of shares of Class A Common Stock outstanding on April 30,
1998 was 14,658,644.
1<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited financial statements, have been prepared in
accordance with the instructions to Form 10-QSB 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 March 31, 1998 are not necessarily indicative of the results that
can be expected for the year ending December 31, 1998. For further
information, refer to the financial statements and footnotes thereto included
in the Registrants Annual Report on Form 10-KSB for the year ended December 31,
1997.
FINANCIAL STATEMENTS
(UNAUDITED)
TECHNICAL MAINTENANCE CORPORATION
[A DEVELOPMENT STAGE COMPANY]
March 31, 1998
Index
Page
Balance Sheets...................................3
Statements of Operations.........................4
Statements of Stockholders' Equity (Deficiency)..5
Statements of Cash Flows.........................6
Notes to Financial Statements....................7
2<PAGE>
<TABLE>
<CAPTION>
Technical Maintenance Corporation [A Development Stage Company]
BALANCE SHEETS
<S> <C> <C>
As at:
[in U.S. dollars] March 31 December 31
1998 1997
$ $
- ----------------------------------------------------------- ------------- -------------
(Unaudited) (Note)
ASSETS
Current
Cash 736 773
- ----------------------------------------------------------- ------------- -------------
Total current assets 736 773
- ----------------------------------------------------------- ------------- -------------
Investment in jointly controlled company [note 2] 92,386 49,735
Fixed assets 143,575 162,887
Non-competition agreement - net of accumulated amortization
of $250,000 [1997 - $200,000] 750,000 800,000
Patents - net of accumulated amortization of $344,343
[1997 - $301,360] 515,326 558,309
- ----------------------------------------------------------- ------------- -------------
1,502,023 1,571,704
- ----------------------------------------------------------- ------------- -------------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable - 12,985
Accrued expenses 72,776 28,893
Advances from stockholders 1,000 1,000
Due to jointly controlled company [notes 2] 3,479,053 2,484,397
- ----------------------------------------------------------- ------------- -------------
Total current liabilities 3,552,829 2,527,275
- ----------------------------------------------------------- ------------- -------------
Stockholders' deficiency
Series A preferred stock, $.001 par value
Authorized: 10,000,000 shares
Issued and outstanding: 100 [1997 - 100] 1 1
Class A common stock, $.001 par value
Authorized: 25,000,000 shares
Issued and outstanding: 14,658,644 [1997 - 14,658,644] 14,659 14,659
Additional paid-in capital 3,483,382 3,483,382
Accumulated deficit (1,000) (1,000)
Deficit accumulated during the development stage (5,547,848) (4,452,613)
- ----------------------------------------------------------- ------------- -------------
Total stockholders' deficiency (2,050,806) (955,571)
- ----------------------------------------------------------- ------------- -------------
1,502,023 1,571,704
- ----------------------------------------------------------- ------------- -------------
</TABLE>
See accompanying notes.
Note: The balance sheet at December 31, 1997, has been derived from
the audited financial statements at that date but does not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
3<PAGE>
<TABLE>
<CAPTION>
Technical Maintenance Corporation [A Development Stage Company]
STATEMENTS OF OPERATIONS
Three Months ended March 31
(unaudited)
<S> <C> <C>
1998 1997
$ $
- ---------------------------------- ---------- -------------
Net sales - -
- ---------------------------------- ---------- -------------
Operating expenses
Research and development 464,678 74,033
Professional and consulting fees 124,310 155,698
Travel and transportation 64,334 28,640
Management fees 26,062 14,078
Selling and promotional expenses 95,337 18,526
Office expenses 57,643 18,430
Rent expense 30,830 6,147
Depreciation 19,312 19,430
Amortization 92,983 80,413
Interest expense 162,397 _
- ---------------------------------- ---------- -------------
Net loss before share of
net income in jointly
controlled company 1,137,886 415,395
Share of net income in
jointly controlled
company [note 2] 42,651 _
- ---------------------------------- ---------- -------------
Net loss 1,095,235 415,395
- ---------------------------------- ---------- -------------
Per common share [note 3]
Basic net loss per share 0.075 0.032
</TABLE>
See accompanying notes
4<PAGE>
<TABLE>
<CAPTION>
Technical Maintenance Corporation [A Development Stage Company]
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
Three Months ended March 31, 1998
(Unaudited)
Series A Class A
Preferred Common Stock
Stock
--------------- -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Deficit
accumulated
Additional during the
paid-in Accumulated development
Shares Amount Shares Amount capital deficit period Total
$ $ $ $ $ $
- ---------------------------- ------- ------- ----------- ----------- ------------- ------------- ----------- -----------
Balances, December 31, 1997 100 1 14,658,644 14,659 3,483,382 (1,000) (4,452,613) (955,571)
Net loss _ _ _ _ _ _ (1,095,235) (1,095,235)
- ---------------------------- ------- ------- ----------- ----------- ------------- ------------- ----------- -----------
Balances, March 31, 1998 100 1 14,658,644 14,659 3,483,382 (1,000) (5,547,848) (2,050,806)
- ---------------------------- ------- ------- ----------- ----------- ------------- ------------- ----------- -----------
</TABLE>
See accompanying notes
5<PAGE>
<TABLE>
<CAPTION>
Technical Maintenance Corporation [A Development Stage Company]
STATEMENTS OF CASH FLOWS
Three Months ended March 31
(Unaudited)
<S> <C> <C>
1998 1997
$ $
- --------------------------------------------- ----------- --------------
OPERATING ACTIVITIES
Net loss (1,095,235) (415,395)
Adjustments to reconcile net loss to net
cash used by operating activities:
Share of net income from jointly
controlled company (42,651) -
Depreciation and amortization 112,295 99,843
Changes in assets and liabilities:
Prepaid expenses - -
Accounts payable (12,985) 21,306
Accrued expenses 43,883 (9,768)
Advances from
Affiliated Company - 436,260
- --------------------------------------------- ----------- --------------
Cash used in operating activities (994,693) 132,246
- --------------------------------------------- ----------- --------------
INVESTING ACTIVITIES
Investment in jointly controlled company _ (583)
Increase in costs of patents _ (131,909)
- --------------------------------------------- ----------- --------------
Cash used in investing activities _ (132,492)
- --------------------------------------------- ----------- --------------
FINANCING ACTIVITIES
Due to jointly controlled company 994,656
Proceeds from sale of preferred stock 150
- --------------------------------------------- ----------- --------------
Cash provided by investing activities 994,656 150
- --------------------------------------------- ----------- --------------
Decrease in cash (37) (96)
Cash, beginning of period 773 96
- --------------------------------------------- ----------- --------------
Cash, end of period 736 _
- --------------------------------------------- ----------- --------------
Supplemental cash flow information
Interest paid _ _
Income taxes paid _ _
- --------------------------------------------- ----------- --------------
</TABLE>
See accompanying notes
6<PAGE>
Technical Maintenance Corporation [A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
March 31, 1998
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of operations
Technical Maintenance Corporation [the Company] is a development stage company
which has not generated any revenue since it commenced operations in 1994. The
Company's primary efforts have been directed at the development of a digital
jukebox, which will utilize digital audio transfer technology to distribute
music titles through a proprietary distribution network. The development of
the Company's 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.
The Company's operating expenses have been funded by TouchTunes Digital
Jukebox, Inc. ["TouchTunes"], a jointly controlled Canadian entity [see note
2]. Substantially all of the developmental activities are conducted through
TouchTunes, for which the Company is charged all costs incurred in addition to
a 5% management fee.
Basis of presentation
Investments in which the Company exercises joint control are accounted for
using the equity method. Under this method, only the Company's share of net
income is recorded. Note 2 to the financial statements summarizes the effect
of the investments on the financial statements.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Accordingly, actual results could differ from those estimates.
Fixed assets
Fixed assets consist of computer equipment and purchased software which are
stated at cost. Depreciation commenced in 1995 and is provided on a
straight-line basis over estimated useful lives of 5 years.
7<PAGE>
Technical Maintenance Corporation [A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
March 31, 1998
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Cont'd]
Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are
translated into U.S. dollars at rates of exchange prevailing at the balance
sheet date. Revenues and expenses are translated into U.S. dollars at rates of
exchange in effect at the related transaction dates. Exchange gains and losses
arising from the translation of foreign currency items are included in the
determination of net earnings.
Intangibles
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 technical feasibility and the ongoing assessment of
recoverability of those costs requires judgment by management with respect to
certain external factors including, but not limited to, anticipated future
gross revenue, estimated economic life and changes in technology. No internal
software development costs have been capitalized as of March 31, 1998.
Patents
Patents consist primarily of processes and systems related to the operation of
a digital jukebox and the interactive program distribution for
telebroadcasting. In 1995, patents contributed by stockholders in exchange for
shares of common stock were valued at the shareholder's cost, which was
approximately $500,000.
The patents and the related intellectual property are amortized on a straight-
line basis over their estimated economic life of 5 years. The Company is in
the process of having these patents registered in various countries. Costs of
registering the patents, consisting primarily of legal fees, are capitalized as
part of the cost of the patents. In 1997, legal costs associated with the
registration of patents were approximately $251,000.
Non-competition agreements
The Company has non-competition agreements with the provider of computer
operating systems and several system programmers who assisted in the
development of the system. The agreements are effective January 1, 1997 and
cover the succeeding five years. The costs are amortized on a straight-line
basis over the five-year life of the agreements.
8<PAGE>
Technical Maintenance Corporation [A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
March 31, 1998
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Cont'd]
Currency of measurement
The currency of measurement used in the preparation of these financial
statements is the U.S. dollar.
Income taxes
The Company accounts for income taxes using the liability method. Under this
method, deferred income tax assets and liabilities are determined based on the
differences between the financial reporting and tax basis of assets and
liabilities using currently enacted tax rates and laws.
Net loss per share
Net loss per share is computed using the weighted-average number of shares of
common stock outstanding during the year or period.
Reclassification
Certain 1997 balances have been reclassified to conform to the 1998
presentation.
2. INVESTMENT IN JOINTLY CONTROLLED COMPANY
On March 21, 1997, the Company acquired 800 shares of Class A common stock of
TouchTunes for a total consideration of $584.
The Company controls 50% of the votes of TouchTunes and has the ability to
elect 50% of the Board of Directors. Pursuant to an agreement with the other
50% shareholders of TouchTunes [the "Canadian Investors"], such shareholders
can exchange their Class B and Class C common shares in TouchTunes into shares
of the Company at any time. The Company would then own 100% of TouchTunes.
On February 11, 1998, the Canadian Investors subscribed for a principal amount
of $4,000,000 U.S. of debentures ("Debentures") issued by TouchTunes. The
Debentures are payable by TouchTunes on demand, only after the occurrence of an
event of default as defined by the subscription agreement. They bear interest
at the rate of 12% per annum, payable in one single installment, concurrently
with the payment of the principal amount of the Debentures. At any time prior
to February 11, 1999, TouchTunes has the right to require the Canadian
Investors to purchase additional Debentures, up to an additional principal
amount of $6,000,000 U.S. bearing the same terms and conditions, in six
increments of $1,000,000 each.
9<PAGE>
Technical Maintenance Corporation [A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
March 31, 1998
(Unaudited)
On that same date, February 11, 1998, the Company entered into a "Debenture Put
Right Agreement" with the Canadian Investors, providing them with the right and
option to require the Registrant to purchase all or any part of the principal
amount of Debentures they have acquired (up to $10,000,000 in principal
amount), at an exchange rate of $2.00 per share, for the issuance by the
Company of up to 5,000,000 shares of its Series A preferred stock, convertible
at the option of the holders, share for share, into an aggregate of up to
5,000,000 shares of the Company's Common Stock.
TouchTunes' revenues are derived solely from development services provided to
the Company.
TouchTunes is involved in one litigation case, the outcome of which is not yet
determinable. However, based on information presently available, management
does not expect any material adverse result and believes the litigation is
without merit.
This investment is accounted for on the equity basis. The following summarizes
the balance sheet of TouchTunes as at March 31:
$
- ------------------------------------------------------------------------
Assets
Cash 133,932
Term Deposit 3,024,947
Accounts receivable 96,380
Due from Technical Maintenance Corporation 3,479,053
Accounts receivable _ shareholder of the Company 50,060
Accounts receivable _ other 9,119
Prepaid expenses 278,070
Fixed assets 925,858
- ------------------------------------------------------------------------
7,997,419
- ------------------------------------------------------------------------
Liabilities
Accounts payable and accrued liabilities 265,114
Income taxes payable 154,871
Deferred grant 158,473
Current portion of capital lease obligation 64,092
Debenture payable-shareholders' 4,000,000
Long-term portion of capital lease obligation 353,390
- ------------------------------------------------------------------------
4,995,940
- ------------------------------------------------------------------------
Shareholders' Equity 3,001,479
- ------------------------------------------------------------------------
7,997,419
- ------------------------------------------------------------------------
10<PAGE>
Technical Maintenance Corporation [A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
March 31, 1998
(Unaudited)
For the period January 1, 1998 to March 31, 1998 the results of TouchTunes'
operations were as follows (in U.S. dollars):
$
- --------------------------------------------------------
Development fees 616,647
Expenses 473,005
- --------------------------------------------------------
Earnings from operations 143,642
Income taxes 58,340
- --------------------------------------------------------
Net earnings 85,302
- --------------------------------------------------------
In March, 1998, TouchTunes entered into a capital lease agreement with total
future minimum lease payments of $402,258 [CDN _ $575,477].
3. LOSS PER SHARE
Three Months Ended March 31 1998 1997
$ $
- ---------------------------------------------------------------------
Numerator for basic loss per share -
income available to common shareholders 1,095,235 415,395
- ---------------------------------------------------------------------
Denominator for basic loss per share _
weighted-average shares issued and
outstanding 14,658,644 12,909,000
- ---------------------------------------------------------------------
Basic loss per share 0.075 0.032
- ---------------------------------------------------------------------
11<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
(a) Plan of Operations
Management believes the Registrant's on-going development of the Digital
Jukebox provides it with opportunities for future financial success. To date,
the Registrant's financial resources have been used primarily to finance
development and professional costs relating to the patent applications in
connection with the Digital Jukebox. From the indications of interest received
thusfar, the Registrant estimates that between 4,000 and 6,000 Digital Jukebox
units will be ordered, manufactured, assembled and delivered to jukebox
operators under its proposed partnership lease arrangements over an eighteen
month period commencing July 1998. The Registrant has generated no revenue to
date, and none is expected until it begins commercial delivery and operation of
Digital Jukeboxes, which is now anticipated to begin in July 1998. There can
be no assurance that this marketing strategy will be successful or profitable
to the Registrant.
(b) Seasonality
Management is not aware of any factors or attributes relating to the
Registrant's business that have caused, or in the future are reasonably likely
to cause, any seasonality which would have a material effect on the
Registrant's financial condition or results of operations.
(c) Liquidity and Capital Resources
On March 21, 1997 and February 11, 1998, the Canadian Investors agreed to
invest $4,000,000 (CDN) and $10,000,000 (US), respectively, for the development
and promotion of the Digital Jukebox, upon certain terms an conditions
described in previous filings. This will supply the Company with sufficient
capital resources to conclude the financing of its start-up activities, and to
commence commercial delivery and operation of Digital Jukeboxes to jukebox
operators. Based on the Registrant's estimate that it can partnership lease
between 4,000 and 6,000 Digital Jukebox units to prospective jukebox operators
over a period of eighteen months commencing July 1998, the Registrant must
raise between $20,000,000 and $30,00,000 (US) for the manufacturing and
distribution costs of such units over such period of time. The Registrant is
negotiating with financial institutions for such funds, however, there can be
no assurances that it will be able to raise this on terms satisfactory to the
Registrant, or at all.
12<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Index To Exhibits
Exhibit
Number Description
- ------- ------------
3. (i) Registrant's Amended and Restated Articles of Incorporation.
Reference is made to Exhibit 8 of Registrant's Form 8-K for the month
of March 1997, which Exhibit is incorporated herein by reference.
3. (ii) Registrant's Bylaws. Reference is made to Exhibit 3 (i) of
Registrant's Registration Statement on Form SB-2, File No. 33-7006,
which Exhibit is incorporated herein by reference.
4. Form of Registrant's Common Stock certificates. Reference is made to
Exhibit 3 (ii) of Registrant's Registration Statement on Form SB-2,
File No. 33-7006, which Exhibit is incorporated herein by reference.
9. Shareholder Agreement between Techno Expres S.A. the majority
shareholder of Registrant and the Selling Shareholders dated March
21, 1997, relative to their shares of Registrant. Reference is made
to Exhibit 7 of Registrant's Form 8-K for the month of March 1997,
which Exhibit is incorporated herein by reference.
10. (i) Agreement of Sale between Touchtunes Jukebox Joint Venture and
Registrant, dated December 9, 1994, relative to transfer of patent
rights in exchange for 1,000,000 shares of Common Stock of
Registrant. Reference is made to Exhibit A of Registrant's Form 10-K
for the fiscal year ended December 31, 1994, which Exhibit is
incorporated herein by reference.
10. (ii) Summary of International Patent Application for the Digital Jukebox.
Reference is made to Exhibit B of Registrant's Form 10-K for the
fiscal year ended December 31, 1994, which Exhibit is incorporated
herein by reference.
10. (iii) Development Agreement between Touchtunes Jukebox Inc. and Registrant,
dated March 8, 1995. Reference is made to Exhibit C of Registrant's
Form 10-K for the fiscal year ended December 31, 1994, which Exhibit
is incorporated herein by reference.
10. (iv) Agreement between Oraxium International, Inc. and Registrant, dated
January 30, 1995, relative to the acquisition of a computer operating
system. Reference is made to Exhibit A of Registrant's Form 8-K for
the month of March 1995, which Exhibit is incorporated herein by
reference.
10. (v) Agreement between S.G.R.M. Inc. and Registrant, dated March 6, 1995,
relative to the acquisition of patent rights in exchange for
10,000,000 shares of Common Stock. Reference is made to Exhibit B of
Registrant's Form 10-K for the fiscal year ended December 31, 1994,
which Exhibit is incorporated herein by reference.
10. (vi) Amended Agreement between S.G.R.M. Inc., Techno Expres, S.A. and
Registrant, dated November 30, 1995, relative to the acquisition of
13<PAGE>
patent rights in exchange for 10,000,000 shares of Common Stock.
Reference is made to Exhibit C annexed to Registrant's Form 8-K for
the month of November 1995, which Exhibit is incorporated herein by
reference.
10. (vii) Subscription Agreement for the purchase of 100 Class B shares and 20
Class C shares of TouchTunes Digital Jukeboxes Inc., dated March 21,
1997. Reference is made to Exhibit 1 of Registrant's Form 8-K for
the month of March 1997, which Exhibit is incorporated herein by
reference.
10.(viii) Escrow Agreement for the deposit of $3,400,000 CDN and 680 Class C
shares of TouchTunes by the Selling Shareholders, dated March 21,
1997. Reference is made to Exhibit 2 of Registrant's Form 8-K for
the month of March 1997, which Exhibit is incorporated herein by
reference.
10. (ix) Agreement between TouchTunes and Registrant, relative to work to be
rendered in connection with Registrant's Digital Jukebox project.
Reference is made to Exhibit 4 of Registrant's Form 8-K for the month
of March 1997, which Exhibit is incorporated herein by reference.
10. (x) Stock Exchange Agreement between Registrant and Selling Shareholders
for the exchange by the Selling Shareholders of their Class B and
Class C shares of TouchTunes for Series A Preferred shares of Regis-
trant. Reference is made to Exhibit 5 of Registrant's Form 8-K for
the month of March 1997, which Exhibit is incorporated herein by
reference.
10. (xi) Subscription Agreement for the purchase of 100 Series A Preferred
shares of Registrant by the Selling Shareholders. Reference is made
to Exhibit 6 of Registrant's Form 8-K for the month of March 1997,
which Exhibit is incorporated herein by reference.
10. (xii) Shareholder Agreement between Techno Expres S.A., the majority
shareholder of Registrant and the Selling Shareholders, relative to
their shares of Common Stock of Registrant. Reference is made to
Exhibit 7 of Registrant's Form 8-K for the month of March 1997, which
Exhibit is incorporated herein by reference.
10.(xiii) Employment and Non-Competition Agreement between Registrant and Tony
Mastronardi. Reference is made to Exhibit 9 of Registrant's Form 8-K
for the month of March 1997, which Exhibit is incorporated herein by
reference.
10. (xiv) Employment and Non-Competition Agreement between Registrant and Guy
Nathan. Reference is made to Exhibit 10 of Registrant's Form 8-K for
the month of March 1997, which Exhibit is incorporated herein by
reference.
10. (xv) Lease for premises at One Commerce Place, Nun's Island, Verdun
(Quebec), Canada, H3E 1A2 between TouchTunes Digital Jukebox Inc. and
landlord of said premises. Reference is made to Exhibit 10(xv) of
Registrant's Registration Statement on form SB-2, File No. 33-7006,
which Exhibit is incorporated herein by reference.
10. (xvi) OEM Purchase and Development Agreement with Bose Corporation, dated
March 1997. Reference is made to Exhibit 10(xvi) of Registrant's
Registration Statement on Form SB-2, File No. 33-7006, which Exhibit
is incorporated herein by reference.
14<PAGE>
10.(xvii) Jukebox License Office Certificate, dated March11, 1997. Reference
is made to Exhibit 10(xvii) of Registrant's Registration Statement on
Form SB-2, File No. 33-7006, which Exhibit is incorporated herein by
reference.
10.(xviii)Jukebox License Agreement with the American Society of Composers
Authors and Publishers, Broadcast Music Inc. and SESAC, Inc., dated
March 11, 1997. Reference is made to Exhibit 10(xviii) of
Registrant's Registration Statement on Form SB-2, File No. 33-7006,
which Exhibit is incorporated herein by reference.
10. (xix) Subscription Agreement dated February 11, 1998, by and among Societe
Innovatech du Grand Montreal, Sofinov Societe Financiere d'Innovation
Inc. and TouchTunes Digital Jukebox Inc. for the purchase of up to an
aggregate of $10,000,000 (US) Debentures. Reference is made to
Exhibit 2 of Registrant's Form 8-K for the month of February 1998,
which Exhibit is incorporated herein by reference.
10. (xx) Debenture Put Right Agreement dated February 11, 1998, by and among
Societe Innovatech du Grand Montreal, Sofinov Societe Financiere
d'Innovation Inc. and Technical Maintenance Corporation. Reference
is made to Exhibit 3 of Registrant's Form 8-K for the month of
February 1998, which Exhibit is incorporated herein by reference.
10. (xxi) Amended and Restated Shareholders' Agreement dated February 11, 1998,
by and among Techno Expres S.A., Societe Innovatech du Grand
Montreal, Sofinov Societe Financiere d'Innovation Inc. and Technical
Maintenance Corporation. Reference is made to Exhibit 4 of
Registrant's Form 8-K for the month of February 1998, which Exhibit
is incorporated herein by reference.
16. Letter from prior auditor, Armstrong Gilmour Accountancy Corporation,
relative to the information set forth in Item 4 of Registrant's Form
8-K/A for the month of February 1998, which Exhibit is incorporated
herein by reference.
27. Financial Data Schedule.
Reports on Form 8-K
Report
Number Description
- ------ -----------
1. Form 8-K filed for the month of February 1998, dated March 30, 1998.
Items 1, 4 and 7.
2. Form 8-K/A filed for the month of February 1998, dated April 9, 1998.
Item 4.
15<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TECHNICAL MAINTENANCE CORPORATION
Dated: May 15, 1998 Per: /s/Tony Mastronardi
-----------------------------------
Tony Mastronardi
Chief Executive Officer
President, Director
Dated: May 15, 1998 Per: /s/Guy Nathan
-----------------------------------
Guy Nathan
Senior Vice President
Secretary and Director
16<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 736
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 736
<PP&E> 388629
<DEPRECIATION> 245054
<TOTAL-ASSETS> 1502023
<CURRENT-LIABILITIES> 3552829
<BONDS> 0
0
1
<COMMON> 14659
<OTHER-SE> (2065466)
<TOTAL-LIABILITY-AND-EQUITY> 1502023
<SALES> 0
<TOTAL-REVENUES> 42651<F1>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1137886
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 162397
<INCOME-PRETAX> (1095235)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1137886)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1095235)
<EPS-PRIMARY> (.075)
<EPS-DILUTED> 0
<FN>
<F1>Share of net income in jointly controlled company
</FN>
</TABLE>
