U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB/A
Amendment No.1
(X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
Commission File No. 333-7006
TOUCHTUNES MUSIC CORPORATION
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(Name of small business issuer in its charter)
Nevada 87-0485304
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
1800 E. Sahara, Suite 107
Las Vegas, Nevada 89104
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(Address of principal executive offices, including zip code)
Issuer's telephone number, including area code (702)-792-7405
Issuer's facsimile number, including area code (702)-734-7500
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Class A Common Stock (Par Value $.001 per share)
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(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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part 1II of this Form 10-KSB or any
amendment to this Form 10-KSB. ( )
The issuer's revenues for its most recent fiscal year were $ 4,053,165
The aggregate market value for the voting and non-voting common equity held by
non-affiliates on March 21, 2000 was approximately $8,775,479
The total number of shares of Class A Common Stock outstanding on March 21,
2000 was 14,658,644.
ITEM 7. Financial Statements
Independent Auditor's Report - Amended to correct a typographical error in
the spelling of the auditor's name on the signature line.
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 hereunto duly authorized.
TOUCHTUNES MUSIC CORPORATION
Date: April 3, 2000 Per: /s/Tony Mastronardi
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Tony Mastronardi
President and Director
Dated: April 3, 2000 Per: /s/Guy Nathan
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Guy Nathan
Secretary and Director
1
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of
TouchTunes Music Corporation
We have audited the accompanying consolidated balance sheets of TouchTunes
Music Corporation (the "Company") as at December 31, 1999 and 1998, and the
related consolidated statements of operations, stockholders' equity
(deficiency) and cash flows for each of the three years in the period ended
December 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of the Company at
December 31, 1999 and 1998, and the consolidated results of operations and cash
flows of the Company for each of the three years in the period ended December
31, 1999 in conformity with accounting principles generally accepted in the
United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in note 1 to the
financial statements, the Company requires further financing, which raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in note 1.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Montreal, Canada, /s/Ernst & Young, LLP
March 8, 2000. Chartered Accountants
(i)
