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, 1999

     Commission File No.: 333-7006


                  TOUCHTUNES MUSIC CORPORATION
-------------------------------------------------------------
     (Exact name of Registrant as specified in its charter)


     Nevada                               87-0485304
     -------------------------------  -------------------
     (State or other jurisdiction of  (I.R.S. Employer
     incorporation or organization)   Identification
                                      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



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 March 31,
1999, was 14,658,644.















                                       1

                 PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

The accompanying unaudited financial statements for the quarter ended March 31,
1999, 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 for the quarter then ended, 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, 1999, are not necessarily indicative of the results that can be
expected for the year ending December 31, 1999.  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, 1998.

                                  FINANCIAL STATEMENTS
                                       (UNAUDITED)

                              TOUCHTUNES MUSIC CORPORATION

                                     March 31, 1999


                                          Index

                                                       Page

     Balance Sheets...............................     3
     Statements of Operations.....................     4
     Statement of Stockholders' Equity (Deficiency)    5
     Statements of Cash Flows.....................     6
     Notes to Financial Statements................     7

























                                       2


<TABLE>
<CAPTION>
TouchTunes Music Corporation
(formerly Technical Maintenance Corporation)
BALANCE SHEETS

<S>                                                         <C>           <C>
                                                               March 31   December 31
[In U.S. dollars]                                                  1999          1998
                                                                      $             $
                                                            (Unaudited)      (Note *)
                                                            ------------  ------------
ASSETS
Current
Cash & term deposits                                                  -     1,211,052
Accounts receivable                                             107,728        34,668
Prepaid music & performance rights                              229,102       149,496
Other assets                                                    107,072       114,701
                                                            ------------  ------------
Total current assets                                            443,902     1,509,917
                                                            ------------  ------------

Jukeboxes                                                     1,784,250     1,711,619
Other fixed assets                                              402,333       333,143
Non-competition agreement - net of accumulated amortization
   of $450,000 [1998 - $400,000]                                550,000       600,000
Patents - net of accumulated amortization of  $539,570
   [1998 - $486,747]                                            579,168       507,475
                                                            ------------  ------------
                                                              3,759,653     4,662,154
                                                            ------------  ------------

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Bank Overdraft                                                   73,116             -
Accounts payable and accrued liabilities                        648,532       580,694
Deficit in jointly-controlled company [note 3]                   72,123        81,512
Capital lease obligations, current                            1,204,286       973,274
Due to jointly-controlled company [note 3]                   10,250,236     9,147,802
                                                            ------------  ------------
Total current liabilities                                    12,248,293    10,783,282
                                                            ------------  ------------
Capital lease obligations                                       754,118       827,395
                                                            ------------  ------------
                                                             13,002,411    11,610,677
                                                            ------------  ------------


Stockholders' deficiency
Series A preferred stock, $.001 par value
 Authorized: 10,000,000 shares
  Issued & outstanding: 100 [1998 - 100]                              1             1
Class A common stock, $.001 par value
  Authorized: 50,000,000 shares
  Issued & outstanding: 14,658,644 [1998 - 14,658,644]           14,659        14,659
Additional paid-in capital                                    3,483,382     3,483,382
Deficit                                                     (12,740,800)  (10,446,565)
                                                            ------------  ------------
Total stockholders' deficiency                               (9,242,758)   (6,948,523)
                                                            ------------  ------------
                                                              3,759,653     4,662,154
                                                            ------------  ------------

</TABLE>

Contingent liabilities [notes 3 & 5]

See accompanying notes.

* Note: The balance sheet as at December 31, 1998 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


<TABLE>
<CAPTION>
TouchTunes Music Corporation
(formerly Technical Maintenance Corporation)
STATEMENTS OF OPERATIONS


<S>                                   <C>          <C>         <C>
Three months ended March 31
(Unaudited)                                 1999        1998       1997
                                      -----------  ----------  ---------

Revenues:
Jukebox lease revenues                   207,890           -          -
                                      -----------  ----------  ---------
                                         207,890           -          -
Expenses:

Sales and marketing                      467,145     255,761     18,526
Research & development services          256,470     197,605     74,033
General and Administrative             1,245,479     409,828    222,993
Depreciation & amortization              223,521     112,295     99,843
Interest and financing costs             256,139     162,397          -
Foreign exchange losses                   62,760           -          -
                                      -----------  ----------  ---------
                                       2,511,514   1,137,886    415,395
                                      -----------  ----------  ---------

Net loss before share of net
income loss in jointly
controlled company                     2,303,624   1,137,886    415,395

Share of  net income in
jointly controlled company
[note 3]                                   9,389      42,651          -
                                      -----------  ----------  ---------
Net loss                               2,294,235   1,095,235    415,395
                                      -----------  ----------  ---------

Per common share [note 4]
Basic and diluted net loss per share     (0.156)     (0.075)    (0.032)
See accompanying notes

</TABLE>





































 4

<TABLE>
<CAPTION>
TouchTunes Music Corporation
(formerly Technical Maintenance Corporation)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(Unaudited)



                                  Series A             Class A
                              Preferred Stock       Common Stock


<S>                           <C>     <C>      <C>          <C>       <C>         <C>           <C>
                                                                       Additional
                                                                       paid-in    Accumulated
                               Shares  Amount         Share   Amount   capital    deficit           Total
                                          $                      $         $           $             $
                              ------- -------  -----------  --------  ----------- ------------- ------------


Balances, December 31, 1995      -       -     12,909,000    12,909    1,430,020     (786,063)     656,866
Net loss 1996                    -       -              -         -            -     (991,970)    (991,970)
                              ------- -------  -----------  --------  ----------- ------------- ------------

Balances, December 31, 1996      -       -     12,909,000    12,909    1,430,020   (1,778,033)    (335,104)

Issuance of preferred stock
March 15
   $1.50 per share              100      1              -         -          149            -          150

Issuance of common stock
April 21
   $0.529999 per share           -       -        900,888       901      476,569            -      477,470
   $0.533330 per share           -       -         75,000        75       39,925            -       40,000
   $2.000000 per share           -       -        500,000       500      999,500            -    1,000,000
   $2.105395 per share           -       -        199,819       200      420,498            -      420,698

October 7
   $1.50 per share               -       -         56,820        57       85,173            -       85,230
   $1.50 per share               -       -          5,337         5        8,000            -        8,005
   $2.00 per share               -       -         11,780        12       23,548            -       23,560
Net loss 1997                    -       -              -         -            -   (2,675,580)  (2,675,580)
                              ------- -------  -----------  --------  ----------- ------------- ------------

Balances, December 31, 1997     100      1     14,658,644    14,659    3,483,382   (4,453,613)    (955,571)
Net loss 1998                                                                      (5,992,952)  (5,992,952)
                              ------- -------  -----------  --------  ----------- ------------- ------------

Balances, December 31, 1998     100      1     14,658,644    14,659    3,483,382  (10,446,565)  (6,948,523)
Net loss 1999                                                                      (2,294,235)  (2,294,235)
                              ------- -------  -----------  --------  ----------- ------------- ------------

Balances, March 31, 1999        100      1     14,658,644    14,659    3,483,382  (12,740,800)  (9,242,758)
                              ------- -------  -----------  --------  ----------- ------------- ------------


</TABLE>

See accompanying notes



























 5

<TABLE>
<CAPTION>
TouchTunes Music Corporation
(formerly Technical Maintenance Corporation)
STATEMENTS OF CASH FLOWS

Three Months ended March 31
(Unaudited)
<S>                                                         <C>           <C>            <C>
                                                                   1999          1998         1997
                                                                       $            $           $
                                                            ------------  ------------   ----------


OPERATING ACTIVITIES
Net loss                                                     (2,294,235)   (1,095,235)    (415,395)
Adjustments to reconcile net loss to net
cash used by operating activities:
Share of net income loss from jointly
controlled company                                               (9,389)      (42,651)           -
Depreciation and amortization                                   223,521       112,295       99,843
Changes in working capital assets and liabilities:
 Accounts receivable                                            (73,060)            -            -
 Prepaid expenses and other assets                              (71,977)            -            -
 Accounts payable and accrued liabilities                        67,837        30,898       11,538
 Affiliated company                                                   -             -      436,260
                                                            ------------  ------------   ----------
Cash used in operating activities                            (2,157,303)     (994,693)     132,246
                                                            ------------  ------------   ----------


INVESTING ACTIVITIES
Investment in jointly controlled company                              -             -         (583)
Purchases of Jukeboxes for leasing                             (157,498)                        -                         -
Increase in costs of patents                                   (124,516)            -     (131,909)
Purchase of  other capital assets                              (105,020)            -            -
                                                            ------------  ------------   ----------
Cash used in investing activities                              (387,034)            -     (132,492)
                                                            ------------  ------------   ----------


FINANCING ACTIVITIES
Increase in amounts due to jointly-
controlled company including intercompany
capital leases                                                1,260,169        994,656           -
Proceeds from sale of preferred stock                                 -             -          150
                                                            ------------  ------------   ----------

Cash provided by financing
Activities                                                    1,260,169       994,656          150
                                                            ------------  ------------   ----------


Net increase (decrease) in cash                              (1,284,168)          (37)         (96)
Cash, beginning of period                                     1,211,052           773           96
                                                            ------------  ------------   ----------


Cash (overdraft), end of period                                 (73,116)          736            -
                                                            ------------  ------------   ----------

Cash consists of
Cash (overdraft)                                                (73,116)          736            -
Term deposits                                                         -                          -       -
                                                            ------------  ------------   ----------

                                                                (73,116)          736            -
                                                            ------------  ------------   ----------

</TABLE>
See accompanying notes



















 6

                         TouchTunes Music Corporation
                 (formerly Technical Maintenance Corporation)

                         NOTES TO FINANCIAL STATEMENTS

March 31, 1999
(Unaudited)

1. BASIS OF FINANCIAL STATEMENT PRESENTATION AND GOING CONCERN ASSUMPTION

The financial statements of the company have been prepared in accordance with
generally accepted accounting principles in the United States on a going
concern basis which presumes the realization of assets and the discharge of
liabilities in the normal course of business for the foreseeable future.

The Company has incurred operating losses since inception of operations in 1995
totalling $12,740,800 and has not yet generated significant revenue.  Further,
stockholders' deficiency as at March 31, 1999 totals $9,242,758.  As described
in Notes 3 & 6, the Company and TouchTunes Digital Jukebox Inc. raised
additional equity of $3,330,579 U.S., successfully negotiated bank loan
facilities totalling $11,700,000 U.S. and is currently negotiating to raise at
least $12,000,000 U.S. in equity.  The Company has not received any indications
that this equity will not be raised.

The Corporation's ability to continue as a going concern is dependent upon its
ability to obtain further financing, achieving profitable operations through
increased revenues, upon generating positive cash flow from operations and on
maintaining or replacing existing supply arrangements.  These financial
statements do not include any adjustments to amounts and classifications of
assets and liabilities that might be necessary should the Corporation be unable
to continue its business.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations

TouchTunes Music Corporation (the "Company") was a development stage company
with primary efforts directed at the development of a digital jukebox, which
utilizes digitally compressed audio technology to securely distribute music
titles through a proprietary distribution network. The Company completed its
development stage during the fourth quarter of 1998. As of March 31 1999, 345
jukebox units have been installed in various locations in the United States.

The Company's operating expenses have been funded by TouchTunes Digital Jukebox
Inc. ["TouchTunes Digital"], a jointly controlled Canadian entity [see notes 3
& 6].  Substantially all of the management and technical developmental
activities are conducted through TouchTunes Digital for which the Company is
charged certain costs incurred in addition to a 5% mark-up on various services
in accordance with the respective inter-company service agreements.

On August 31, 1998 the Company's Board of Directors authorized the change of
name of the Company to TouchTunes Music Corporation from Technical Maintenance
Corporation.

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 or loss is recorded.  Note 3 to the financial statements summarizes the
effect of the investments on the financial statements.



                                      7



                         TouchTunes Music Corporation
                 (formerly Technical Maintenance Corporation)

                         NOTES TO FINANCIAL STATEMENTS

March 31, 1999
(Unaudited)

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Cont'd]

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

Jukeboxes consist of jukeboxes acquired by the  Company for leasing to its
customers from TouchTunes Digital under a capital master lease agreement.
Depreciation is provided on a straight-line basis over an estimated economic
life of five years, commencing with commercial operation of the jukeboxes.

Other fixed assets are stated at cost and depreciated on the following basis:

Computer Equipment                 Straight line over 5 years
Furniture and Equipment            20% declining balance
Jukeboxes for promotion            Straight line over 5 years
Computer software                  30% declining balance
Computer operating system          Straight line over 5 years
Jukebox spare parts                Straight line over 5 years

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. No internal
software development costs have been capitalized as of  March 31, 1999.







                                     8

                         TouchTunes Music Corporation
                 (formerly Technical Maintenance Corporation)

                         NOTES TO FINANCIAL STATEMENTS

March 31, 1999
(Unaudited)

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Cont'd]

Patents

Patents consist primarily of processes and systems related to the operation of
a digital jukebox and the interactive program for download distribution.  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.  In 1999, legal costs of
approximately $124,516 (1998 - $135,000) were capitalized.

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.

The Company periodically reviews the patents and non-competition agreements for
possible impairment, which would be recognized if a permanent decline in value
had occurred.

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.







                                      9


                         TouchTunes Music Corporation
                 (formerly Technical Maintenance Corporation)

                         NOTES TO FINANCIAL STATEMENTS

March 31, 1999
(Unaudited)

3.  INVESTMENT IN JOINTLY CONTROLLED COMPANY

Exchangeable Shares and Voting Rights

On March 21, 1997, the Company incorporated and acquired 800 shares of Class A
common stock of TouchTunes Digital  for a total consideration of $584 US.

The Company controls 50% of the votes of TouchTunes Digital and has the ability
to elect 50% of the Board of Directors.  Pursuant to an agreement with the
other 50% shareholders of TouchTunes Digital [the "Canadian Investors"], such
shareholders can exchange their Class B and Class C common shares in TouchTunes
Digital into 2,000,000 Common shares of the Company at any time.  The Company
would then own 100% of TouchTunes Digital which would become a wholly-owned
subsidiary and which would result in the preparation of consolidated financial
statements.

Convertible Debentures

On February 11, 1998, the holders of the Class B and C shares subscribed for an
aggregate principal amount of $4,000,000 U.S. of debentures ("Debentures")
issued by TouchTunes Digital. On August 5, 1998, additional Debentures of
$2,000,000 US were issued. On November 2 1998, TouchTunes issued the additional
Debentures of $4,000,000 US.

On March 22, 1999 and April 8, 1999, TouchTunes Digital issued additional
Debentures to the Canadian Investors totaling $3,330,579 U.S. under terms and
conditions similar to the existing outstanding Debentures. [see note 6]

The Debentures are payable by TouchTunes Digital on demand, only after the
occurrence of an event of default as defined by the subscription agreement.
Upon such demand, the Debentures would bear interest at a rate of 12% per
annum, payable in one single installment, concurrently with the payment of the
principal amount.

Under present conditions, it is unlikely that interest would have to be paid on
the Debentures.  In the event TouchTunes Digital would have to pay interest on
the Debentures, the amounts would be $902,735 US from the date of issuance of
the Debentures.

On February 11, 1998 and March 22, 1999, the Company entered into a "Debenture
Put Right Agreement" with the Canadian Investors, providing them with the right
and option to require the Company to purchase all or any part of the principal
amount of Debentures they have acquired (up to $10,830,579 US in principal
amount), at an exchange rate of $2.00 per share, for the issuance by the
Company of up to 5,415,289 shares of its Series A preferred stock, convertible
at the option of the holders, share for share, into an aggregate of up to
5,415,289 shares of the Company's Common Stock.  On April 8, 1999, the Company
entered into another "Debenture Put Right Agreement".  [see note 6]



                                       10



                         TouchTunes Music Corporation
                 (formerly Technical Maintenance Corporation)

                         NOTES TO FINANCIAL STATEMENTS

March 31, 1999
(Unaudited)

3.   INVESTMENT IN JOINTLY CONTROLLED COMPANY [Cont'd]

Loan Facilities

On January 29, 1999, TouchTunes Digital successfully negotiated term loan
facilities aggregating $2,000,000 Canadian dollars with a major Canadian
chartered bank for financing of equipment acquisitions, leasehold improvements
and research and development expenditures.  The total funds received from these
loan facilities aggregated $1,250,000 Canadian dollars.  The security provided
to the Bank by TouchTunes Digital was in the form of moveable hypothecs on
past,  present and future assets of TouchTunes Digital Jukebox Inc., as well as
a guarantee from the Company for the entire amount.  Interest rates on these
facilities range from 1.0% to 3.75% over the bank's Canadian prime rate, with
terms ranging from 15 months to 60 months.[see note  6].

Sources of Revenues

TouchTunes Digital's revenues are derived from various services provided to the
Company as well as interest earned on its balance due from the Company. Some
interest revenue has also been earned through the investment of surplus funds.
In addition, TouchTunes Digital earns interest at a rate of 15% on jukeboxes
leased to the Company under a capital master lease agreement.

The Company is charged interest on the intercompany balance payable to
TouchTunes Digital at a rate equal to the Canadian prime rate plus 1.5%.  The
adjusted rate as at March 31, 1999, was 8.25%.

Litigation

Both companies are jointly involved in a one litigation case [see note 5].




















                                       11


                         TouchTunes Music Corporation
                 (formerly Technical Maintenance Corporation)

                         NOTES TO FINANCIAL STATEMENTS

March 31, 1999
(Unaudited)

3.   INVESTMENT IN JOINTLY CONTROLLED COMPANY [Cont'd]

Analysis of Investment

The investment in TouchTunes Digital is accounted for on the equity basis.  The
following summarizes the balance sheet of TouchTunes Digital as at March 31,
1999:

                                                   $             $
Assets

                                             March 31  December 31
                                                1999          1998
                                          -----------  ------------
Current
Cash & term deposits                         584,661       163,828
Accounts receivable                          171,480       167,550
Government grant recoverable                 198,781       169,106
Inventory                                    371,857       203,188
Investment income tax credits                      -        72,034
Income tax recoverable                       111,343       112,220
Prepaid expenses                             110,982       119,801
Due from TouchTunes Music Corporation     10,250,236     9,147,802
Capital lease receivable                   1,204,286       973,275
                                          -----------  ------------
Total current assets                      13,003,626    11,128,804
                                          -----------  ------------
Fixed assets                               2,060,933     2,114,836
Capital lease receivable                     754,118       827,393
                                          -----------  ------------
                                          15,818,677    14,071,033
                                          -----------  ------------
Liabilities
Current
Bank overdraft                                     -        14,450
Accounts payable and accrued liabilities     839,847       702,909
Capital lease obligations                    175,504       227,832
Debentures
                                          10,830,579    10,000,000
                                          -----------  ------------
Total current liabilities                 11,845,930    10,945,191
                                          -----------  ------------
Capital lease obligation                     502,008       494,191
Long term debt                               662,603             -
Deferred income tax                          107,230        99,806
                                          -----------  ------------
                                          13,117,771    11,539,188
                                          -----------  ------------
Stockholders'Equity                        2,700,906     2,531,845
                                          -----------  ------------
                                          15,818,677    14,071,033
                                          -----------  ------------

                                      12

                         TouchTunes Music Corporation
                 (formerly Technical Maintenance Corporation)

                         NOTES TO FINANCIAL STATEMENTS

March 31, 1999
(Unaudited)

3.INVESTMENT IN JOINTLY CONTROLLED COMPANY [Cont'd]

For the three month periods ended March 31, 1999 and 1998, the results of
TouchTunes Digital's operations were as follows (in U.S. dollars):

                                                       $               $

                                                    1999            1998
                                          (three months)  (three months)
                                          --------------- ---------------
Services fees                                    639,737         616,647
Interest income                                  262,470               -
Foreign exchange loss                            (27,280)              -
                                          --------------- ---------------
Total Revenue                                    874,927         616,647
                                          --------------- ---------------
Expenses (net of Research and Development
          tax credits)                           843,543         473,005
                                          --------------- ---------------
Income from operations                            31,384         143,642
                                          --------------- ---------------
Income tax expense net of deferred portion        12,606          58,340
                                          --------------- ---------------
Net Income                                        18,778          85,302
                                          --------------- ---------------


4.    LOSS PER SHARE
Three Months Ended                            1999          1998          1997
                                                 $             $         $
                                        -----------   -----------   -----------
Numerator for basic loss per share
Loss to common shareholders              2,294,235     1,095,235       415,395
                                        -----------   -----------   -----------


Denominator for basic loss per share -
weighted-average number shares issued
and outstanding                         14,658,644    14,658,644    12,909,000
                                        -----------   -----------   -----------


Basic and diluted net loss per share        (.156)        (.075)        (.032)
                                        -----------   -----------   -----------


The conversion of equity and Debentures of TouchTunes Digital into the
Company's Class A Common Stock referred to in notes 3 & 6 were not included in
the computation of the diluted loss per share because the effect would be
antidilutive.

5.     CONTINGENT LIABILITIES

In July 1998, the Company and TouchTunes Digital became jointly involved in a
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.

                                       13

                         TouchTunes Music Corporation
                 (formerly Technical Maintenance Corporation)

                         NOTES TO FINANCIAL STATEMENTS

March 31, 1999
(Unaudited)

5.   CONTINGENT LIABILITIES [Cont'd]

The Company has guaranteed the loan facilities of TouchTunes Digital.  The
total amounts guaranteed are for $1,750,000 Canadian and $12,480,000 U.S.,
supported by moveable hypothecs on the Company's past, present and future
assets. [see notes 3 & 6]

The Company and TouchTunes Digital have committed to purchase a minimum number
of jukeboxes in the period ending October 31, 1999.  Should this minimum
commitment not be met, the Company and TouchTunes Digital are contractually
obligated to reimburse certain costs incurred by the supplier.

6. SUBSEQUENT EVENTS

Debenture Put Right Agreements

On April 8, 1999,  Sofinov Societe Financiere d'Innovation Inc. subscribed for
additional Debentures issued by TouchTunes Digital for an aggregate principal
amount of $2,500,000 U.S.  Concurrently, on April 8, 1999, the Company entered
into a "Debenture Put Right Agreement" with Sofinov Societe Financiere
d'Innovation Inc., providing them with the right and option to require the
Company to purchase all, or any part of the principal amount of the Debentures
aggregating $2,500,000 U.S. at an exchange rate equal to the greater of  $2.00
U.S. per share of the Company's Series A preferred stock or 85% of the price
per share offered in a private placement, closing no later than July 1, 1999.
Each Series A preferred share is convertible at the option of the holders,
share for share, into an aggregate of up to 1,250,000 shares of the Company's
Common Stock.

The Debentures are payable by TouchTunes Digital on demand, only after the
occurrence of an event of default as defined by the subscription agreement.
Upon such demand, the Debentures would bear interest at a rate of 12% per
annum, payable in one single installment, concurrently with the payment of the
principal amount.

Loan Facilities

On April 19, 1999, TouchTunes Digital successfully negotiated a term loan
facility aggregating $10,400,000 U.S. with a major Canadian chartered bank for
financing the cost of manufacturing jukeboxes.  The security provided to the
Bank by TouchTunes Digital was in the form of moveable hypothecs on past,
present and future assets of TouchTunes Digital, as well as a guarantee from
the Company for the entire amount.  The interest rate on this facility is
priced at the Bank's US rate, plus 2.55%, in addition to other related fees.
The loan will be disbursed in monthly tranche amounts, based on various terms
and conditions, with each tranche having a term of 30 months. As a condition to
the Bank disbursing loan amounts in excess of $3,400,000 U.S., the Company must
increase its equity by $15,000,000 U.S.




                                       14

                         TouchTunes Music Corporation
                 (formerly Technical Maintenance Corporation)

                         NOTES TO FINANCIAL STATEMENTS

March 31, 1999
(Unaudited)

6.   SUBSEQUENT EVENTS [Cont'd]

Private Placement Transaction

The Company is actively seeking additional private equity capital.  To assist
in its efforts, the Company has signed an exclusive mandate with investment
banker Nesbitt Burns Securities Inc.  The Company is also exploring the
possibility of various strategic alliances.  The Company has signed a term
sheet and is negotiating a final agreement, exclusively with a syndicate of
private fund investors, for an investment of $12,000,000 in equity of the
Company.

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 marketing and
sales of the Digital Jukebox provides it with opportunities for future
financial success. Management also intends to continue its development
activities in applying its technology to other product applications for markets
outside the jukebox industry. To date, the Registrant's financial resources
have been used primarily to finance development and begin to commercialize the
Digital Jukebox. From the indications of interest received thusfar, the
Registrant estimates that approximately 4,000 Digital Jukebox units can be
manufactured, assembled and delivered to jukebox operators under its "Partner
Lease Agreements" over a twelve month period commencing April 1999.

     The Registrant commenced generating revenues during the fourth quarter of
1998.  A total of $207,890 in revenues were earned from its Partner Lease
Agreements with jukebox operators for its Digital Jukebox during the quarter
ended March 31, 1999, compared to total revenues of $71,620 for the entire year
1998. These revenues were earned with less than 45% of the available record
label rights obtained by the Registrant.  The Registrant has subsequently
increased the level of record rights to approximately 65-70% of the available
record label rights, with the signing of Warner Music Group.  Management
believes that the Registrant's increase in the overall music available to its
Digital Jukebox will increase the demand for it and the related revenues
generated from its Partner Lease Agreements.

     There can be no assurance that the Registrant will be able to obtain and
renew licensing agreements with record label and publishing companies on terms
favorable to the Registrant.  Further, there can be no assurance that the
Registrant's 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 factors which would have a material effect on the
Registrant's financial condition or results of operations.
                                       15





     (c)  Liquidity and Capital Resources

     From March 21, 1997 through April 8, 1999, certain Canadian investors
invested $4,000,000 (CDN) and $13,830,579 (US) for the further development and
promotion of the Digital Jukebox, upon certain terms and conditions previously
described in earlier filings.  This has supplied the Company with sufficient
capital resources necessary to conclude the financing of its start-up
activities, and commence commercial operations. Based on the Registrant's
estimate that it can lease approximately 4,000 Digital Jukebox units to
prospective jukebox operators over a twelve month period commencing April 1999,
the Registrant must raise approximately $25,000,000 (US) for the manufacturing
and distribution costs of such units, as well as provide for the ability to
expand its research and development activities.   A portion of the funding will
be obtained from bank financing facilities in the amount of $10,400,000 (US),
established by an affiliate company of the Registrant, for financing the cost of
manufacturing the Digital Jukebox, upon certain terms and conditions previously
described in earlier filings. There can be no assurances that the Registrant or
its affiliated company, will be able to satisfy all terms and conditions
specified by the bank for the use of  its funds.

     In addition to the funding mentioned above, the Registrant will require
more funds during the following twelve month period.  Management has engaged
Nesbitt Burns Securities to assist the Registrant in raising at least
$12,000,000 through a private equity placement.  Management is currently
negotiating a private placement with potential investors and anticipates
completing this transaction during the second quarter of 1999. There can be no
assurances that the private placement will be successfully completed on terms
satisfactory to the Registrant, or at all.

     (d)Impact of the Year 2000 Issue

     The Year 2000 issue is the result of computer programs that were written
using two digits rather than four to define the applicable year.  This may
cause computer programs or operating equipment that have date-sensitive
software using two digits to define the applicable year to recognize "00" as
the year 1900 rather than the year 2000.  This could result in a system failure
or miscalculations causing disruptions of operations including, among other
things, a temporary inability to process transactions or engage in normal
business activities.

     The Registrant has a comprehensive program in place to address the impact
and issues associated with processing dates up to, through and beyond the Year
2000.  This program consists of three main areas: (a) information systems, (b)
supply chain and critical third party readiness and (c) business equipment.
The Registrant is utilizing both internal and external resources to inventory,
assess, remediate, replace and test its systems for Year 2000 compliance.  To
coordinate the implementation of the program, the Registrant has appointed the
Vice President, R&D and Technology as the Project Leader who reports to
Management,  the Board of Directors and the Audit Committee.

     Currently, all information systems projects are on schedule and are fully
staffed.  Systems that are critical to the Registrant's operations are targeted
to be Year 2000 compliant by June of 1999. The Registrant has inventoried and
determined the business criticality of all software and computer systems.
Based on preliminary review and analysis the Registrant believes that its

                                       16

software and computer systems will be Year 2000 compliant without having to
incur significant additional expenditures.

     The nature of its business makes the Registrant very dependent on critical
suppliers and service providers. The failure of such third parties to address
the Year 2000 issue adequately, could have a material impact on the
Registrant's ability to conduct its business.  Accordingly, the Registrant has
a team in place to assess the Year 2000 readiness of all third parties on which
it depends.  Surveys will be obtained from critical suppliers and service
providers, and each survey response will be scored and assessed based on the
third party's Year 2000 project plans in place and its progress to date.  On-
site visits or follow-up telephone interviews will be performed for critical
suppliers and service providers.  For any critical supplier or service provider
which does not provide the Registrant with satisfactory evidence of their Year
2000 readiness, contingency plans will be developed which will include
establishing alternative sources for the product or service provided.

     The Registrant believes, based on available information, that it will be
able to manage its Year 2000 transition without any material adverse effect on
its business operations.  However, the costs of the project and the ability of
the Registrant to complete it on a timely basis are based on management's best
estimates, which were based on numerous assumptions of future events including
the availability of certain resources, third party modification plans and other
factors over which it has no control.  Specific factors that could have a
material adverse effect on the cost of the project and its completion date
include, but are not limited to, the availability and cost of personnel trained
in this area, the ability to locate and correct all relevant computer codes,
unanticipated failures by critical vendors, as well as a failure by the
Registrant to execute its own remediation efforts.  As a result, there can be
no assurance that these forward looking statements and estimates will be
achieved and actual results may differ materially from those plans, resulting
in material financial risk to the Registrant.  As the Year 2000 project
progresses, the Registrant will establish contingency plans.

     (e)  Forward Looking Statements

     Certain matters discussed within this filing may constitute forward
looking statements within the meaning of the federal securities laws.  Although
the Registrant believes these statements are based on reasonable assumptions,
it can give no assurance that its expectations will be attained.  Actual
results and the timing of certain events referred to, could differ materially
from those projected in or contemplated by the forward looking statements due
to a number of factors which are not within the Registrant's control.


PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

     (a)  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.



                                      17

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.

3.(iii)   Certificate of Amendment to Articles of Incorporation.

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
          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,

                                      18

          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.

10. (xvii)Jukebox License Office Certificate, dated March 11, 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.


                                      19

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.

10. (xxii)Debenture dated August 5, 1998, registered in the name of Sofinov
          Societe Financiere D'Innovation Inc. in the principal amount of
          $700,000.

10.(xxiii)Debenture dated August 5, 1998, registered  in the name of Sofinov
          Societe Financiere D'Innovation Inc. in the principal amount of
          $700,000.

10. (xxiv)Debenture dated August 5, 1998, registered in the name of Societe
          Innovatech Du Grand Montreal in the principal amount of $300,000.

10. (xxv) Debenture dated August 5, 1998, registered in the name of Societe
          Innovatech Du Grand Montreal in the principal amount of $300,000.

10. (xxii)Debenture dated November 2, 1998, registered in the name of Sofinov
          Societe Financiere D'Innovation Inc. in the principal amount of
          $700,000.

10.(xxiii)Debenture dated November 2, 1998, registered  in the name of Sofinov
          Societe Financiere D'Innovation Inc. in the principal amount of
          $700,000.

10. (xxiv)Debenture dated November 2, 1998, registered  in the name of Sofinov
          Societe Financiere D'Innovation Inc. in the principal amount of
          $700,000.

10. (xxv) Debenture dated November 2, 1998, registered  in the name of Sofinov
          Societe Financiere D'Innovation Inc. in the principal amount of
          $700,000.

10.(xxvi) Debenture dated November 2, 1998, registered in the name of Societe
          Innovatech Du Grand Montreal in the principal amount of $300,000.

10. (xxv) Debenture dated November 2, 1998, registered in the name of Societe
          Innovatech Du Grand Montreal in the principal amount of $300,000.

10.(xxviii)Debenture dated November 2, 1998, registered in the name of Societe
          Innovatech Du Grand Montreal in the principal amount of $300,000.


                                      20

10. (xxix)Debenture dated November 2, 1998, registered in the name of Societe
          Innovatech Du Grand Montreal in the principal amount of $300,000.

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.

     (b)  Reports on Form 8-K

     No Form 8-K was filed during the quarter ended March 31, 1999.















































                                      21



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.

                         TOUCHTUNES MUSIC CORPORATION


Dated: May 27, 1999                Per: /s/Tony Mastronardi
                                   --------------------------
                                     Tony Mastronardi
                                     President and Director


Dated: May 27, 1999                Per: /s/Guy Nathan
                                   --------------------------
                                     Guy Nathan
                                     Secretary and Director







































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